See Full Document Text
UPDATED DRAFT RED HERRING PROSPECTUS – I
Dated: November 10, 2025
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus – I will be updated upon filing of the RHP with the
(Please scan this QR code RoC)
to view the UDRHP – I) 100% Book Built Offer
MANIPAL PAYMENT AND IDENTITY SOLUTIONS LIMITED
(formerly known as MCT Cards & Technology Limited)
Corporate Identity Number: U72900KA2008PLC045316
REGISTERED OFFICE AND
CONTACT PERSON TELEPHONE AND E-MAIL WEBSITE
CORPORATE OFFICE
Udayavani Building, Press Corner Dattatri Manjunatha Hardur, Company Telephone: +91 820 2205 000 https://mpimanipal.com/
Manipal 576 104, Karnataka, India Secretary and Compliance Officer Email: investor.relations@mpimanipal.com
OUR PROMOTERS: T. SATISH U. PAI, SANDHYA S. PAI, TONSE GAUTHAM PAI, MANIPAL TECHNOLOGIES LIMITED, MANIPAL MEDIA
NETWORK LIMITED, TRIDEVITHA CONSULTANCY SERVICES PRIVATE LIMITED AND TRIDEVITA FAMILY TRUST - 2017
DETAILS OF THE OFFER OF EQUITY SHARES OF FACE VALUE ₹ 2 EACH
FRESH OFFER FOR TOTAL
TYPE ELIGIBILITY AND RESERVATIONS
ISSUE SIZE# SALE SIZE OFFER SIZE#
Fresh Up to [●] Up to 17,500,000 Up to [●] Equity The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the
Issue and Equity Shares Equity Shares of Shares of face Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31
Offer for of face value face value of ₹ 2 value of ₹ 2 each of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Sale of ₹ 2 each each aggregating aggregating up Regulations, 2018, as amended (“SEBI ICDR Regulations”) and in compliance with Regulation
aggregating up up to ₹ [●] million to ₹ [●] million 6(2) of the SEBI ICDR Regulations, as our Company did not fulfil the requirement under
to ₹ 4,000.00 Regulations 6(1)(a) of the SEBI ICDR Regulations. For further details, see “Other Regulatory
million and Statutory Disclosures – Eligibility for the Offer” on page 475. For details in relation to share
reservation amongst Qualified Institutional Buyers, Non-Institutional Bidders, Retail Individual
Bidders, see “Offer Structure” on page 500.
DETAILS OF THE OFFER FOR SALE
NAME OF THE WEIGHTED AVERAGE COST OF
NUMBER OF EQUITY SHARES OFFERED/ AMOUNT (IN ₹
SELLING TYPE ACQUISITION (IN ₹ PER EQUITY
MILLION)
SHAREHOLDER SHARE)^
Manipal Technologies Promoter Selling Up to 17,500,000 Equity Shares of face value of ₹ 2 each aggregating 2.18
Limited Shareholder up to ₹ [●] million
^ As certified by Manian & Rao, Chartered Accountants, pursuant to the certificate dated November 10, 2025. For further details, see “The Offer” on page 80.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 2
each. The Floor Price, Cap Price and Offer Price, as determined by our Company, in consultation with the Book Running Lead Managers, 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” beginning on page 142, 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 investors should not invest any funds in the Offer unless they can afford to take the
risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment
decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been
recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Updated
Draft Red Herring Prospectus – I. Specific attention of the investors is invited to “Risk Factors” beginning on page 33.
COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring Prospectus
– I 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 Updated Draft Red Herring Prospectus – I as a whole or any of such information or the expression of any
such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder accepts responsibility for and confirms only the statements
expressly and specifically made by it in this Updated Draft Red Herring Prospectus – I solely in relation to itself and its Offered Shares, and confirms that such
statements are true and correct in all material respects and not misleading in any material respect. However, the Promoter Selling Shareholder does not assume any
responsibility for any other statements, disclosures and undertakings, including, without limitation, any statements, disclosures or undertakings made or confirmed by
or in relation to our Company or our Company’s business, or any other person(s), in this Updated Draft Red Herring Prospectus – I.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”, and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange shall be [●].
BOOK RUNNING LEAD MANAGERS
LOGO NAME CONTACT PERSON TELEPHONE AND EMAIL
Motilal Oswal Investment Advisors Limited Ronak Shah Telephone: +91 22 7193 4380
E-mail: mpi.ipo@motilaloswal.com
Axis Capital Limited Tosit Agarwal Telephone: +91 22 4325 2183
E-mail: manipal.ipo@axiscap.in
ICICI Securities Limited Ramesh Vaswana/ Shri Telephone: +91 22 6807 7100
Subramanyam E-mail: mpisl.ipo@icicisecurities.com
IIFL Capital Services Limited Yogesh Malpani/ Telephone: +91 22 4646 4728
Pawan Kumar Jain E-mail: mpi.ipo@iiflcap.com
Nuvama Wealth Management Limited Pari Vaya Telephone: +91 22 4009 4400
E-mail: mpi.ipo@nuvama.comUPDATED DRAFT RED HERRING PROSPECTUS – I
Dated: November 10, 2025
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus – I will be updated upon filing of the RHP with the
(Please scan this QR code RoC)
to view the UDRHP – I) 100% Book Built Offer
REGISTRAR TO THE OFFER
NAME OF THE REGISTRAR CONTACT PERSON TELEPHONE AND EMAIL
MUFG Intime India Private Limited (formerly Link Intime India Private Limited) Shanti Gopalkrishnan Telephone: +91 81081 14949
E-mail:
manipalpayment.ipo@in.mpms.mufg.c
om
BID/ OFFER PERIOD
ANCHOR INVESTOR [●](1) BID/ OFFER OPENS [●] BID/ OFFER CLOSES [●](2)(3)
BIDDING DATE ON ON
(1) Our Company, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working
Day prior to the Bid/ Offer Opening Date.
(2) Our Company may, in consultation with the BRLMs, 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.
(3) The UPI mandate end time and date shall be 5:00 p.m. on the Bid/ Offer Closing Date.
# Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up to ₹ 800.00 million prior to filing of the Red
Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation)
Rules, 1957, as amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to
the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into
listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made
in the relevant sections of the Red Herring Prospectus and the Prospectus.UPDATED DRAFT RED HERRING PROSPECTUS – I
Dated: November 10, 2025
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus – I will be updated upon filing of the RHP with the
(Please scan this QR code RoC)
to view the UDRHP – I) 100% Book Built Offer
MANIPAL PAYMENT AND IDENTITY SOLUTIONS LIMITED
(formerly known as MCT Cards & Technology Limited)
Our Company was incorporated as “MCT Cards & Technology Private Limited” on February 19, 2008, at Karnataka, India, as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Assistant
Registrar, Registrar of Companies, Karnataka, at Bengaluru (“RoC”). Subsequently, our Company was converted into a public limited company pursuant to a resolution passed by our Board dated November 24, 2023 and a special resolution passed by the
Shareholders on November 30, 2023, consequent to which the name of our Company was changed to “MCT Cards & Technology Limited”, and a fresh certificate of incorporation dated June 28, 2024 was issued by the Registrar of Companies, Central
Processing Centre, Manesar, Gurugram, Haryana. Thereafter, the name of our company was changed to our present name, “Manipal Payment and Identity Solutions Limited”, pursuant to a resolution passed by our Board dated May 13, 2024, and special
resolutions passed by our Shareholders on July 22, 2024. A fresh certificate of incorporation dated August 23, 2024 was issued by the Registrar of Companies, Central Processing Centre, Manesar, Gurugram, Haryana, upon change of our name. For details in
relation to changes in our name, see “History and Certain Corporate Matters – Brief history of our Company” on page 308. For details on the business of our Company, see “Our Business” on page 265.
Registered Office and Corporate Office: Udayavani Building, Press Corner, Manipal 576 104, Karnataka, India
Telephone: +91 820 2205 000; Website: https://mpimanipal.com/;
Contact Person: Dattatri Manjunatha Hardur, Company Secretary and Compliance Officer; E-mail: investor.relations@mpimanipal.com
Corporate Identity Number: U72900KA2008PLC045316
OUR PROMOTERS: T. SATISH U. PAI, SANDHYA S. PAI, TONSE GAUTHAM PAI, MANIPAL TECHNOLOGIES LIMITED, MANIPAL MEDIA NETWORK LIMITED, TRIDEVITHA CONSULTANCY SERVICES PRIVATE
LIMITED AND TRIDEVITA FAMILY TRUST – 2017
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH (THE “EQUITY SHARES”) OF MANIPAL PAYMENT AND IDENTITY SOLUTIONS LIMITED (FORMERLY KNOWN AS MCT CARDS
& TECHNOLOGY LIMITED) (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING
UP TO ₹ [•] MILLION COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 4,000.00 MILLION (THE “FRESH ISSUE”) BY OUR COMPANY AND AN OFFER FOR SALE OF UP TO 17,500,000
EQUITY SHARES (THE “OFFERED SHARES”) AGGREGATING UP TO ₹ [•] MILLION (THE “OFFER FOR SALE”, AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”) BY THE PROMOTER SELLING SHAREHOLDER
(AS DEFINED HEREINAFTER). FOR DETAILS IN RELATION TO THE PROMOTER SELLING SHAREHOLDER, SEE “OTHER REGULATORY AND STATUTORY DISCLOSURES” ON PAGE 474.
OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER ISSUE OF SPECIFIED SECURITIES, AS MAY BE PERMITTED UNDER THE APPLICABLE LAW, AGGREGATING UP TO ₹ 800.00 MILLION
PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE
BRLMS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE
19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED. THE PRE-IPO PLACEMENT SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF
THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO
GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER,
RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF
THE RED HERRING PROSPECTUS AND THE PROSPECTUS.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS, AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (A WIDELY
CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND MANGALURU EDITION OF VIJAYAVANI (A WIDELY
CIRCULATED KANNADA DAILY NEWSPAPER, KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED AND CORPORATE 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 PURPOSES OF UPLOADING ON THEIR RESPECTIVE WEBSITES, IN ACCORDANCE WITH THE
SEBI ICDR REGULATIONS.
In case of any revision in 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 total Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure,
bank strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10
Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a press release and also by indicating the change on the respective websites of
the BRLMs and at the terminals of the other Members of the Syndicate and by intimation to Designated Intermediaries and Sponsor Bank(s), as required under the SEBI ICDR Regulations.
The Offer is being 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(2) of the SEBI ICDR Regulations,
wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations, not less than 75% 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 BRLMs, 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 at least one-third shall be available 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 the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added
to the net QIB Portion. Further, 5% of the net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds and the remainder of the net QIB Portion shall be available for allocation on a proportionate basis to all 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 net QIB Portion, the balance Equity Shares available for
allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more 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 ₹ 0.2 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 more than 10% of the Offer shall be available for allocation to Retail Individual Bidders 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) in which the Bid Amount will be blocked by the SCSBs or the Sponsor Banks, 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” beginning on page 503. This Updated Draft Red Herring Prospectus – I is filed with SEBI and the Stock Exchanges under Chapter IIA
of the SEBI ICDR Regulations.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public offer of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 2 each. The Floor Price, Cap Price and Offer Price, as determined and
justified by our Company, in consultation with the BRLMs, 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” beginning on page 142, 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 and/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 investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully
before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or
approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Updated Draft Red Herring Prospectus – I. Specific attention of the investors is invited to “Risk Factors” on page 33.
COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring Prospectus – I as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholder,
in its capacity as a selling shareholder, accepts responsibility for and confirms only statements specifically made by it in this Updated Draft Red Herring Prospectus – I to the extent of information solely in relation to itself and the Offered Shares and confirm
that such statements are true and correct in all material respects and not misleading in any material respect. However, the Promoter Selling Shareholder, in its capacity as a selling shareholder, assumes no responsibility for any other statement, including any
statements made by or relating to our Company or our business.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on Stock Exchanges. Our Company has received an ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to their letters,
each dated August 21, 2025. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to the RoC in accordance with Sections 26(4) and 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” beginning on page
536.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Motilal Oswal Investment Advisors Axis Capital Limited ICICI Securities Limited IIFL Capital Services Limited Nuvama Wealth Management MUFG Intime India Private Limited
Limited 1st Floor, Axis House ICICI Venture House 24th Floor, One Lodha Place Limited (formerly Link Intime India Private Limited)
Motilal Oswal Tower, Rahimtullah Pandurang Budhkar Marg, Worli Appasaheb Marathe Marg, Prabhadevi Senapati Bapat Marg, Lower Parel (West) 801 - 804, Wing A, Building No 3 C-101, 1st Floor, 247 Park
Sayani Road, Opposite Parel ST Depot, Mumbai 400 025 Mumbai 400 025 Mumbai 400 013 Inspire BKC, G Block, L.B.S. Marg, Vikhroli (West)
Prabhadevi Maharashtra, India Maharashtra, India Maharashtra, India Bandra Kurla Complex, Bandra East Mumbai – 400 083
Mumbai 400 025 Telephone: +91 22 4325 2183 Telephone: +91 22 6807 7100 Telephone: +91 22 4646 4728 Mumbai 400 051 Maharashtra, India
Maharashtra, India E-mail: manipal.ipo@axiscap.in E-mail: mpisl.ipo@icicisecurities.com E-mail: mpi.ipo@iiflcap.com Maharashtra, India Telephone: +91 81081 14949
Telephone: +91 22 7193 4380 Investor grievance e-mail: Investor grievance e-mail: Investor grievance e-mail: Telephone: +91 22 4009 4400 E-mail:
E-mail: mpi.ipo@motilaloswal.com complaints@axiscap.in customercare@icicisecurities.com ig.ib@iiflcap.com E-mail: mpi.ipo@nuvama.com manipalpayment.ipo@in.mpms.mufg.com
Investor grievance E-mail: Website: www.axiscapital.co.in Website: www.icicisecurities.com Website: www.iiflcapital.com Investor grievance e-mail: Website: https://in.mpms.mufg.com/
moiaplredressal@motilaloswal.com Contact person: Tosit Agarwal Contact person: Ramesh Vaswana/ Contact person: Yogesh Malpani/ Pawan customerservice.mb@nuvama.com Investor Grievance E-mail:
Website: SEBI registration number: Shri Subramanyam Kumar Jain Website: www.nuvama.com manipalpayment.ipo@in.mpms.mufg.com
www.motilaloswalgroup.com INM000012029 SEBI registration number: SEBI registration number: Contact person: Pari Vaya Contact Person: Shanti Gopalkrishnan
Contact person: Ronak Shah INM000011179 INM000010940 SEBI registration number: SEBI Registration No.: INR000004058
SEBI registration number: INM000013004
INM000011005
BID/ OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [●](1) BID/ OFFER OPENS ON [●](1) BID/ OFFER CLOSES ON [●](2)(3)
(1) Our Company may, in consultation with the BRLMs, consider participation by the Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/ Offer Opening Date.
(2) Our Company may, in consultation with the BRLMs, 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.
(3) The UPI mandate end time and date shall be 5:00 p.m. on the Bid/ Offer Closing Date.TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
PRESENTATION .............................................................................................................................................................. 15
FORWARD-LOOKING STATEMENTS .......................................................................................................................... 18
SUMMARY OF THE OFFER DOCUMENT .................................................................................................................... 20
SECTION II: RISK FACTORS ............................................................................................................................................. 33
SECTION III: INTRODUCTION.......................................................................................................................................... 80
THE OFFER ....................................................................................................................................................................... 80
SUMMARY FINANCIAL INFORMATION .................................................................................................................... 82
GENERAL INFORMATION ............................................................................................................................................. 87
CAPITAL STRUCTURE ................................................................................................................................................... 96
SECTION IV: PARTICULARS OF THE OFFER ............................................................................................................. 127
OBJECTS OF THE OFFER ............................................................................................................................................. 127
BASIS FOR OFFER PRICE ............................................................................................................................................ 142
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ........................................................................................... 149
SECTION V: ABOUT OUR COMPANY ........................................................................................................................... 155
INDUSTRY OVERVIEW ................................................................................................................................................ 155
OUR BUSINESS .............................................................................................................................................................. 265
KEY REGULATIONS AND POLICIES ......................................................................................................................... 304
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 308
OUR MANAGEMENT .................................................................................................................................................... 320
OUR PROMOTERS AND PROMOTER GROUP .......................................................................................................... 341
DIVIDEND POLICY ....................................................................................................................................................... 353
SECTION VI: FINANCIAL INFORMATION................................................................................................................... 354
RESTATED FINANCIAL INFORMATION................................................................................................................... 354
OTHER FINANCIAL INFORMATION .......................................................................................................................... 424
RELATED PARTY TRANSACTIONS ........................................................................................................................... 426
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................. 427
CAPITALISATION STATEMENT ................................................................................................................................. 455
FINANCIAL INDEBTEDNESS ...................................................................................................................................... 456
SECTION VII: LEGAL AND OTHER INFORMATION ................................................................................................. 458
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................... 458
GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 466
OUR GROUP COMPANIES ........................................................................................................................................... 471
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 474
SECTION VIII: OFFER INFORMATION ........................................................................................................................ 494
TERMS OF THE OFFER ................................................................................................................................................. 494
OFFER STRUCTURE ..................................................................................................................................................... 500
OFFER PROCEDURE ..................................................................................................................................................... 503
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................ 521
SECTION IX: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION ............ 523
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 536
DECLARATION .............................................................................................................................................................. 539
iSECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Updated Draft Red Herring Prospectus – I 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, statutes, regulations, rules, guidelines, circulars, notifications, clarifications or policies shall be to such legislations, acts,
statutes, regulations, rules, 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
framed, from time to time, under that provision.
The words and expressions used in this Updated Draft Red Herring Prospectus – I, but not defined herein, shall have, to the
extent applicable, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the SEBI Act, the SEBI Listing
Regulations, the Companies Act, the SCRA, and the Depositories Act and the rules and regulations framed thereunder. In case
of any inconsistency between the definitions given below and the definitions contained in the General Information Document
(as defined below), the definitions given below shall prevail.
The terms not defined herein but used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Possible Special Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated
Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Other Material Developments” and
“Description of Equity Shares and Terms of the Articles of Association”, on pages 127, 142, 149, 155, 304, 308, 354, 456,
458 and 523, respectively, shall have the meanings ascribed to such terms in the respective sections.
General terms
Term Description
our Company or the Company or the Manipal Payment and Identity Solutions Limited (formerly known as MCT Cards & Technology
Issuer Limited), a company incorporated under the Companies Act, 1956 and having its registered office
at Udayavani Building, Press Corner, Manipal 576 104, Karnataka, India
we, us or our Unless the context otherwise indicates or implies, refers to our Company together with our
Subsidiaries on a consolidated basis
Company-related terms
Term Description
Articles of Association or AoA or Articles of association of our Company, as amended from time to time
Articles
Audit Committee Audit committee of our Board constituted in accordance with the applicable provisions of the
Companies Act, 2013 and the SEBI Listing Regulations, as described in “Our Management –
Committees of our Board – Audit Committee” on page 327
Auditor or Statutory Auditor The statutory auditor of our Company, namely Manian & Rao, Chartered Accountants
Board or Board of Directors Board of directors of our Company as constituted from time to time or a duly constituted
committee thereof. For details, see “Our Management – Board of Directors” on page 320
Capital Expenditure on Equipment The proposed utilization of up to ₹ 2,871.43 million from the Net Proceeds towards funding the
capital expenditure requirements of our Company towards purchasing and setting up of new and
second-hand equipment at (a) card manufacturing facility, personalization bureau and cheque
printing facility in Manipal, Karnataka, (b) personalization bureau and cheque printing facility in
Chennai, Tamil Nadu, Noida, Uttar Pradesh, and personalization bureau in Navi Mumbai,
Maharashtra, (c) cheque printing facilities in Navi Mumbai, Maharashtra and Howrah, West
Bengal, (d) central cards processing centers at Chhattisgarh RTO, and (e) Smart Tagging and IoT
Solutions facility in Manipal
Chief Financial Officer The chief financial officer of our Company, being Ramanath Pai. For details, see “Our
Management – Key Managerial Personnel and the members of the Senior Management – Brief
Profiles of our Key Managerial Personnel” on page 337
Company Secretary and Compliance The company secretary and compliance officer of our Company, being Dattatri Manjunatha
Officer Hardur. For details, see “General Information – Company Secretary and Compliance Officer”
and “Our Management – Key Managerial Personnel and the members of the Senior
Management – Brief Profiles of our Key Managerial Personnel” on pages 87 and 337,
respectively
Corporate Promoter(s) Manipal Technologies Limited, Manipal Media Network Limited, Tridevitha Consultancy
Services Private Limited and Tridevita Family Trust – 2017
Corporate Social Responsibility Corporate social responsibility committee of our Board constituted in accordance with the
Committee applicable provisions of the Companies Act, 2013 as described in “Our Management –
Committees of our Board – Corporate Social Responsibility Committee” on page 332
Director(s) The director(s) on the Board of our Company. For details in relation to our Directors, see “Our
Management – Board of Directors” on page 320
ESOP Scheme MCT Employee Stock Option Plan 2024
1Term Description
Equity Shares Unless otherwise stated, equity shares of our Company bearing face value of ₹ 2 each
Executive Director or Chief Executive The executive director and chief executive officer of our Company, namely, Kukkundoor Girish
Officer Kini. For details in relation to our Executive Director, see “Our Management – Board of
Directors” and “Our Management – Key Managerial Personnel and the members of the Senior
Management” on pages 320 and 337, respectively
Independent Director(s) The independent directors appointed on our Board, as described in “Our Management – Board
of Directors” on page 320
Individual Promoter(s) Tonse Gautham Pai, T. Satish U. Pai and Sandhya S. Pai
IPO Committee The IPO committee of our Board, constituted and reconstituted by way of Board resolutions dated
September 4, 2024 and June 27, 2025, respectively, to facilitate the process of the Offer
Key Managerial Personnel or KMP Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Regulations and Section 2(51) of the Companies Act, as described in “Our Management – Key
Managerial Personnel and members of the Senior Management – Brief Profiles of Key
Managerial Personnel” on page 337
Manipal Trademark Agreement Brand Equity, Business Promotion and Strategic Services Agreement dated March 30, 2024, read
with the addendums dated March 30, 2024 and June 6, 2025, between our Company and MTL,
as described in “History and Certain Corporate Matters – Other key agreements – Brand
Equity, Business Promotion and Strategic Services Agreement dated March 30, 2024, between
our Company and Manipal Technologies Limited (“MTL”), read with the addendums dated
March 30, 2024 and June 6, 2025 (the “Manipal Trademark Agreement”).” on page 314
Materiality Policy The policy adopted by our Board on November 1, 2025 for identification of: (a) outstanding
material litigation proceedings involving our Company, Promoters, Subsidiaries, Directors, Key
Managerial Personnel, Senior Management and Group Companies; (b) group companies; and (c)
material creditors, pursuant to the requirements of the SEBI ICDR Regulations and for the
purposes of disclosure in this UDRHP – I, the UDRHP – II, the Red Herring Prospectus and
Prospectus
Memorandum of Association or MoA Memorandum of association of our Company, as amended from time to time
Nomination and Remuneration Nomination and Remuneration Committee of our Board constituted in accordance with the
Committee applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as described
in “Our Management – Committees of our Board – Nomination and Remuneration Committee”
on page 330.
Promoter Group The persons and entities constituting the promoter group of our Company in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations. For further details, see “Our Promoters and Promoter
Group – Our Promoter Group” on page 350.
Promoter Selling Shareholder or MTL Manipal Technologies Limited
Promoter(s) Together, the Individual Promoters and Corporate Promoters of our Company. For further details,
see “Our Promoters and Promoter Group – Individual Promoters” and “Our Promoters and
Promoter Group – Corporate Promoters” on pages 341 and 342, respectively.
Registered and Corporate Office The registered and corporate office of our Company located at Udayavani Building, Press Corner,
Manipal 576 104, Karnataka, India
Registrar of Companies or RoC The Registrar of Companies, Karnataka at Bengaluru
Restated Financial Information The restated financial information of our Company and Subsidiary* comprising (a) the restated
consolidated statement of assets and liabilities as at June 30, 2025 and March 31, 2025, the
restated consolidated statement of profit and loss (including other comprehensive income), the
restated consolidated statement of cash flows and the restated consolidated statement of changes
in equity and notes forming part of restated consolidated financial information for the three
months period ended June 30, 2025 and the year ended March 31, 2025, and (b) the restated
standalone statement of assets and liabilities as at March 31, 2024 and March 31, 2023, the
restated standalone statement of profit and loss (including other comprehensive income), the
restated standalone statement of cash flows and the restated standalone statement of changes in
equity and notes forming part of restated standalone financial information for the years ended
March 31, 2024 and March 31, 2023 prepared in terms of the Section 26 of Part I of Chapter III
of the Companies Act, 2013, SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019), as amended, issued by the ICAI
* During the three-months period ended June 30, 2025, our Company incorporated two subsidiaries, namely,
Manipal Payment and Identity Solutions UK Limited (previously known as Manipal Payment and Identity
Solutions Limited) on April 9, 2025 in the United Kingdom and Manipal Payment and Identity Solutions Inc.
on May 2, 2025 in the United States of America. However, as on the date of the Restated Financial
Information, no capital contribution has been made by our Company in either of these subsidiaries, and such
entities have not yet commenced business operations. Accordingly, no financial information is available for
these subsidiaries and no financial information pertaining to them has been included in the Restated
Financial Information.
Revenue Assurance BTA Business transfer agreement dated April 1, 2025, entered between Manipal Technologies Limited
and our Company, as described in “History and Certain Corporate Matters – Details regarding
material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years – The business transfer agreement dated April 1,
2Term Description
2025, entered between, one of our Promoters, Manipal Technologies Limited (“MTL” or the
“Seller”) and our Company (the “Revenue Assurance BTA”).” on page 311
Risk Management Committee Risk Management Committee of our Board constituted in accordance with the applicable
provisions of the SEBI Listing Regulations, as described in “Our Management – Committees of
our Board – Risk Management Committee” on page 334
Senior Management Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations and as described in “Our Management – Key Managerial Personnel and the
members of the Senior Management – Brief profiles of the members of our Senior
Management” on page 337
SHA The amended and restated shareholders’ agreement dated June 20, 2025, read with waiver cum
amendment agreement dated June 20, 2025, entered amongst our Company, Manipal
Technologies Limited, Touchstone Capital Limited (in its capacity as an investment manager of
Touchstone Trust Scheme IV), Mukul Agrawal along with certain individuals and entities
identified as the “MA Group” in the SHA, Alchemy Capital Management Private Limited along
with certain individuals and entities identified as the “LS Group” in the SHA, India SME
Investments Fund II along with certain individuals and entities identified as “India SME Group”
in the SHA, Think Investments PCC, Nuvama Crossover Opportunities Fund – Series III,
Nuvama Crossover Opportunities Fund – Series IIIA, Nuvama Crossover Opportunities Fund –
Series IIIB and Nuvama Crossover Opportunities Fund – Series 4A and Amicus Capital Partners
India Fund II, along with certain individuals identified as the “AC Co-Investors” in the SHA.
Shareholder(s) Equity Shareholder(s) of our Company from time to time
Stakeholders’ Relationship Committee Stakeholders’ relationship committee of our Board constituted in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as described in “Our
Management – Committees of our Board - Stakeholders’ Relationship Committee” on page
333
Subsidiary(ies) The subsidiaries of our Company as described in “History and Certain Corporate Matters –
Subsidiaries, joint ventures and associates” on page 315
The Manipal Group The entities managed, controlled, jointly or severely, directly or indirectly by T Satish U Pai,
Sandhya S. Pai, Tonse Gautham Pai, Vanita Pai and his lineal descendants
VDP Division BTA Business transfer agreement dated April 30, 2024 entered between Manipal Technologies Limited
and our Company, as described in “History and Certain Corporate Matters – Details regarding
material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years – The business transfer agreement dated April
30, 2024, entered between, one of our Promoters, Manipal Technologies Limited (“MTL” or
the “Seller”) and our Company (the “VDP Division BTA”).” on page 311
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 the relevant Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
Allot/ Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the Fresh
Issue and transfer of Offered Shares pursuant to the Offer for Sale to successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to be Allotted
the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor 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 Allocation Price The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Herring
Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap
Price. The Anchor Investor Offer Price will be decided by our Company, in consultation with the
BRLMs during the Anchor Investor Bidding Date
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion,
and which will be considered as an application for Allotment in terms of the Red Herring
Prospectus
Anchor Investor Bidding Date The date, being one Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor
Investors shall be submitted, prior to and after which the BRLMs will not accept any Bids from
Anchor Investors, and allocation to Anchor Investors shall be completed
Anchor Investor Offer Price Final price at which the Equity Shares will be issued and Allotted to Anchor 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. The Anchor Investor Offer Price will be decided by
our Company, in consultation with the BRLMs
3Term Description
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event
the Anchor Investor Allocation Price is lower than the 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
BRLMs, 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 only,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price, in accordance with the SEBI ICDR Regulations
Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Amount/ ASBA authorize an SCSB to block the Bid Amount in the 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 the UPI Bidders using the UPI Mechanism
ASBA Account A bank account maintained by ASBA Bidder with an SCSB and specified in the ASBA Form
submitted by such ASBA Bidder in which funds will be blocked by such SCSB to the extent of
the amount specified in the ASBA Form submitted by such ASBA Bidder and includes a bank
account maintained by a UPI Bidder linked to a UPI ID, which will be blocked by the SCSB upon
acceptance of the UPI Mandate Request in relation to a Bid by a UPI Bidder Bidding through the
UPI Mechanism
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which
will be considered as the application for Allotment in terms of the Red Herring Prospectus and
the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank(s) and Public Offer
Account Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described
in section titled “Offer Procedure” on page 503
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the
Bidder and in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number
of Equity Shares Bid for by such RIBs and mentioned in the Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe,
upon submission of the Bid in the Offer, as applicable
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares of face value ₹ 2 each and in multiples of [●] Equity Shares of face value ₹ 2
thereafter
Bid(s) An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bidding Date by an Anchor Investor
pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the
Equity Shares at a price within the Price Band, including all revisions and modifications thereto
as permitted under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and
the Bid cum Application Form. The term “Bidding” shall be construed accordingly
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 Financial Express (a widely circulated English national daily newspaper), all editions
of Jansatta (a widely circulated Hindi national daily newspaper), and Mangaluru edition of
Vijayavani (a widely circulated Kannada daily newspaper, Kannada being the regional language
of Karnataka, where our Registered and Corporate Office is located)
In case of any revision, the extended Bid/ Offer Closing Date shall be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice, and will also be notified on the
websites of the BRLMs and at the terminals of the Members of the Syndicate, as required under
the SEBI ICDR Regulations and communicated to the Designated Intermediaries and the Sponsor
Bank(s) and shall also be notified in an advertisement in the same newspapers in which the
advertisement for Bid/ Offer Opening Date was published, as required under the SEBI ICDR
Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being [●], which shall be published in all
editions of Financial Express (a widely circulated English national daily newspaper), all editions
of Jansatta (a widely circulated Hindi national daily newspaper), and Mangaluru edition of
Vijayavani (a widely circulated Kannada daily newspaper, Kannada being the regional language
of Karnataka, where our Registered and Corporate Office is located)
The Bid/ Offer Opening Date shall be at least three Working Days after the filing of Red Herring
Prospectus with the RoC
Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between the Bid/ Offer Opening Date
and the Bid/ Offer Closing Date, inclusive of both days, during which prospective Bidders can
submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations
4Term Description
and in terms of the Red Herring Prospectus. Provided that the Bidding shall be kept open for a
minimum of three Working Days for all categories of Bidders, other than Anchor Investors
Our Company, in consultation with the BRLMs, 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. In cases of force majeure, banking strike or similar unforeseen circumstances, our
Company may, 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
Bidder 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, includes an ASBA
Bidder and an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated
SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered
Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of
which the Offer is being made
Book Running Lead Managers/ BRLMs The book running lead managers to the Offer namely, Motilal Oswal Investment Advisors
Limited, Axis Capital Limited, ICICI Securities Limited, IIFL Capital Services Limited and
Nuvama Wealth Management Limited
Broker Centres The broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA
Forms to a Registered Broker (in case of UPI Bidders, using the 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), updated from time to time
Cap Price The higher end of the Price Band, i.e., ₹ [●] per Equity Share, subject to any revisions thereof,
above which the Offer Price and the Anchor Investor Offer Price will not be finalised and above
which no Bids will be accepted, including any revisions thereof. The Cap Price shall not be more
than 120% of the Floor Price, provided that the Cap Price shall be at least 105% of the Floor Price
Client ID Client identification number maintained with one of the Depositories in relation to the demat
account
Collecting Depository Participant/ CDP A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
who is eligible to procure Bids at the Designated CDP Locations in terms of the circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and the SEBI UPI Circulars, issued
by SEBI and as per the list available on the websites of BSE and NSE
Collecting Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Agents or CRTAs Designated RTA Locations in terms of, among others, circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI and available on
the websites of the Stock Exchanges at www.nseindia.com and www.bseindia.com
Confirmation of Allocation Note/ CAN Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
allocated the Equity Shares, on/after the Anchor Investor Bidding Date
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price
within the Price Band
Only Retail Individual Bidders 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, bank account details, PAN and UPI ID, where applicable
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) can submit the ASBA
Forms. The details of such Designated CDP Locations, along with names and contact details of
the CDPs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com) as updated from time to time
Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts blocked are
transferred from the ASBA Accounts, as the case may be, to the Public Offer Account(s) or the
Refund Account(s), as appropriate, in terms of the Red Herring Prospectus and the Prospectus,
after the finalisation of the Basis of Allotment in consultation with the Designated Stock
Exchange, following which Equity Shares may be Allotted to successful Bidders in the Offer
Designated Intermediary(ies) SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs, who are authorised to
collect ASBA Forms from the ASBA Bidders, in relation to the Offer
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked
upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism,
Designated Intermediaries shall mean Syndicate, sub-Syndicate/ agents, Registered Brokers,
CDPs SCSBs and CRTAs
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIIs (not using
the UPI Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, sub-
Syndicate/agents, Registered Brokers, CDPs and CRTAs
Designated RTA Locations Such locations of the CRTAs where ASBA Bidders can submit the ASBA Forms to CRTAs
5Term Description
The details of such Designated RTA Locations, along with names and contact details of the
CRTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on
the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time
Designated Stock Exchange [●]
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 subscribe or purchase the Equity Shares offered thereby
Eligible NRI(s) A non-resident Indian, who is eligible to invest under Schedule 3 and Schedule 4 of the FEMA
Rules and is a resident in a jurisdiction outside India where it is not unlawful to make an Offer or
invitation under the Offer and in relation to whom the Red Herring Prospectus and the Bid Cum
Application Form constitutes an invitation to subscribe or purchase the Equity Shares offered
thereby
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection
Bank(s) and in whose favour the Anchor Investors will transfer money through direct
credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid
Escrow and Sponsor Bank Agreement The agreement to be entered into among our Company, the Promoter Selling Shareholder, the
Registrar to the Offer, the BRLMs, the Syndicate Members and Banker(s) to the Offer in
accordance with the UPI Circulars, for, among other things, the appointment of the Escrow and
Sponsor Bank(s), the collection of the Bid Amounts from Anchor Investors, transfer of funds to
the Public Offer Account(s) and where applicable remitting refunds, if any, to Bidders, on the
terms and conditions thereof
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue under
the SEBI BTI Regulations and with whom the Escrow Account(s) will be opened, in this case
being [●]
F&S Report Report titled “Assessing the Potential of Global Payments Card Market” dated October 30, 2025,
issued by Frost & Sullivan, exclusively which was commissioned and paid for by our Company,
pursuant to an engagement letter dated October 20, 2023, read with addendum dated May 13,
2025 thereto, exclusively for the purposes of the Offer
First Bidder or Sole Bidder Bidder whose name shall be mentioned in the Bid cum Application Form 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 i.e., ₹ [●] per Equity Share, subject to any revision(s) thereto, at
or above which the Offer Price and the Anchor Investor Offer Price will be finalised and below
which no Bids will be accepted
Fresh Issue The fresh issue of up to [●] Equity Shares of face value ₹ 2 each, for cash at a price of ₹ [●] per
Equity Share (including a premium of ₹ [●] per Equity Share) aggregating up to ₹ 4,000.00 million
by our Company
Our Company, in consultation with the BRLMs, may consider issue of specified securities, as
may be permitted under the applicable law, aggregating up to ₹ 800.00 million prior to filing of
the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a
price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh
Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules,
1957, as amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue.
Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to
the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be
appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
Frost & Sullivan Frost & Sullivan (India) Private Limited
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018
General Information Document The General Information Document for investing in public offers, prepared and issued in
accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020, issued
by SEBI, suitably modified and updated pursuant to, among others, the UPI Circulars and any
subsequent circulars or notifications issued by SEBI from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLMs
Gross Proceeds The gross proceeds from the Fresh Issue that will be available to our Company
IIFL IIFL Capital Services Limited
ISEC ICICI Securities Limited
6Term Description
Monitoring Agency [•], being a credit rating agency registered with SEBI
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency
Motilal Oswal Motilal Oswal Investment Advisors Limited
Mutual Fund Mutual funds registered with SEBI under the SEBI Mutual Funds Regulations
Mutual Fund Portion The portion of the Fresh Issue being 5% of the Net QIB Portion consisting of [●] Equity Shares
of face value of ₹ 2 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 our Company’s share of the Offer expenses. For further details
regarding the use of the Net Proceeds and the Offer expenses, see the section titled “Objects of
the Offer” on page 127
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors
Non-Institutional Investors or NIIs All Bidders, including FPIs other than individuals, corporate bodies and family offices, registered
with SEBI that are not QIBs (including Anchor Investors) or RIBs and who have Bid for Equity
Shares for an amount more than ₹ 0.20 million (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not more than 15% of the Offer, consisting of [●] Equity Shares of
face value of ₹ 2 each, which shall be available for allocation to NIIs in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price, out of which
(i) one third shall be reserved for Bidders with Bids exceeding ₹ 0.20 million up to ₹ 1.00 million;
and (ii) two-thirds shall be reserved for Bidders with Bids exceeding ₹ 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 NIIs subject to valid Bids being received at or above the Offer Price
Non-Resident or NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs
Nuvama Nuvama Wealth Management Limited
Objects The objects for which the Net Proceeds are proposed to be utilised by our Company, as disclosed
in “Objects of the Offer” on page 127
Offer The initial public offering of up to [●] equity shares of face value of ₹ 2 each for cash at a price
of ₹ [●] each (including a share premium of ₹ [●] each), comprising a Fresh Issue of [●] Equity
Shares of face value of ₹2 each, aggregating up to ₹4,000.00 million and of an Offer for Sale of
up to 17,500,000 Equity Shares of face value of ₹2 each, aggregating up to [●] million
Offer Agreement The agreement dated June 28, 2025 among our Company, the Promoter Selling Shareholder and
the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale by the Promoter Selling Shareholder comprising up to 17,500,000 Equity Shares
at the Offer Price aggregating up to ₹ [●] million
Offer Price ₹ [●] per Equity Share, being the final price within the Price Band, 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
The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing
Date, in accordance with the Book Building Process and in terms of the Red Herring Prospectus
Offered Shares The number of Equity Shares being offered by the Promoter Selling Shareholder in the Offer for
Sale comprising up to 17,500,000 Equity Shares aggregating up to ₹ [●] million
Pension Funds Pension Funds registered with the Pension Fund Regulatory and Development Authority
established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development
Authority Act, 2013
Pre-filed Draft Red Herring Prospectus The pre-filed draft red herring prospectus dated June 28, 2025 filed with SEBI and the Stock
or PDRHP Exchanges, in accordance with Chapter IIA of the SEBI ICDR Regulations, which does not
contain complete particulars of the price at which the Equity Shares will be Allotted and the size
of the Offer, including any addenda or corrigenda thereto
Pre-IPO Placement Our Company, in consultation with the BRLMs, may consider issue of specified securities, as
may be permitted under the applicable law, aggregating up to ₹ 800.00 million prior to filing of
the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a
price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement
is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh
Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules,
1957, as amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue.
Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to
the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Offer or the Offer may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be
appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price of
₹ [●] per Equity Share (Cap Price), including any revisions thereof. The Cap Price shall be at least
105% of the Floor Price and shall not exceed 120% of the Floor Price.
7Term Description
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in
consultation with the BRLMs, and will be advertised in all editions of Financial Express (a widely
circulated English national daily newspaper), all editions of Jansatta (a widely circulated Hindi
national daily newspaper) and Mangaluru edition of Vijayavani (a widely circulated Kannada
daily newspaper, Kannada being the regional language of Karnataka, where our Registered and
Corporate Office is situated) at least two Working Days prior to the Bid/ Offer Opening Date,
with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and shall be
made available to the Stock Exchanges for the purpose of uploading on their respective websites
Pricing Date The date on which our Company, in consultation with the BRLMs, will finalise the Offer Price
Promoter’s Contribution The minimum Promoter’s contribution, in accordance with Regulation 14 and Regulation 16(1)
of the SEBI ICDR Regulations
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013, and the
SEBI ICDR Regulations containing, inter alia, 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’ Bank account(s) to be opened with the Public Offer
Account Bank(s) under Section 40(3) of the Companies Act, 2013, to receive monies from the
Escrow Account(s) and ASBA Accounts on the Designated Date
Public Offer Account Bank(s) The banks, which are a clearing member, registered with SEBI under the SEBI BTI Regulations,
and with which the Public Offer Account(s) is to be opened for collection of Bid Amounts from
Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being [●]
QIB Category or QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not less than 75% of the
Offer consisting of [●] Equity Shares of face value of ₹ 2 each, available for allocation to QIBs
(including Anchor Investors) on a proportionate basis (in which allocation to Anchor Investors
shall be on a discretionary basis, as determined by our Company in consultation with the BRLMs
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)
Qualified Institutional Buyers or QIBs Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
or QIB Bidders
Red Herring Prospectus or RHP The red herring prospectus dated [●] to be issued in accordance with Section 32 of the Companies
Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete
particulars of the price at which the Equity Shares will be offered and the size of the Offer
including any addenda or corrigenda thereto
Refund Account(s) The account(s) to be opened with the Refund Bank(s), 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 which are a clearing member registered with SEBI under the SEBI
BTI Regulations with whom the Refund Account(s) will be opened, in this case being [●]
Registered Brokers Stockbrokers registered with SEBI under the Securities and Exchange Board of India (Stock
Brokers) Regulations, 1992, as amended, and the stock exchanges having nationwide terminals,
other than the Members of the Syndicate, and eligible to procure Bids in terms of the SEBI ICDR
Master Circular and the UPI Circulars, issued by SEBI
Registrar Agreement The agreement dated June 27, 2025 entered into among our Company, the Promoter Selling
Shareholder and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer
Registrar to the Offer or Registrar MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Bidder(s)/ RIB(s) Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹ 0.20 million
in any of the bidding options in the Offer (including HUFs applying through their Karta and
Eligible NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Offer being not more than 10% of the Offer consisting of [●] Equity Shares of
face value ₹ 2 each, aggregating to ₹ [●] million, which shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any
of their ASBA Form(s) or any previous Revision Form(s), 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 Bank(s)/ The banks registered with SEBI, offering services: (i) in relation to ASBA (other than through
SCSB(s) UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable, or such other website as updated from time to time, and
8Term Description
(ii) in relation to ASBA (through UPI Mechanism), a list of which is available on the website of
SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or
such other website as may be prescribed by SEBI and updated from time to time
In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate,
the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Form from the Members of the Syndicate is available on
the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 and
updated from time to time. For more information on such branches collecting Bid cum Application
Form from the Syndicate at Specified Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time
Applications through UPI in the Offer can be made only through the SCSBs mobile applications
(apps) whose name appears on SEBI website. A list of SCSBs and mobile application, which, are
live for applying in public issues using UPI Mechanism is appearing in the “list of mobile
applications for using UPI in Public Issues” displayed on SEBI website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43. The said
list shall be updated on SEBI website from time to time
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, [●]
Share Escrow Agreement Agreement to be entered into among the Promoter Selling Shareholder, our Company and the
Share Escrow Agent in connection with the transfer of Offered Shares by the Promoter Selling
Shareholder and credit of such Offered Shares to the demat account of the Allottees, in accordance
with the Basis of Allotment
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which will
be included in the Bid cum Application Form
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI, to be appointed by our Company to act as a
conduit between the Stock Exchanges and NPCI in order to push the UPI Mandate Request and/or
payment instructions of the UPI Bidders using the UPI and carry out other responsibilities, in
terms of the UPI Circulars, in this case being [●]
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to
collect ASBA Forms and Revision Forms
Syndicate Agreement Agreement to be entered into among our Company, the Promoter Selling Shareholder, the
Registrar to the Offer, the BRLMs and the Syndicate Members in relation to collection of Bid
cum Application Form by Syndicate
Syndicate Member(s) Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids,
applications and place order with respect to the Offer and carry out activities as an underwriter,
namely, [●]
Syndicate/Members of the Syndicate Together, the BRLMs and the Syndicate Member(s)
Systemically Important Non-Banking Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of
Financial Company/ NBFC-SI the SEBI ICDR Regulations
Underwriters [●]
Underwriting Agreement Underwriting agreement to be entered into among the Underwriters, our Company and the
Promoter Selling Shareholder on or after the Pricing Date but prior to filing of the Prospectus with
the RoC
Updated Draft Red Herring Prospectus - This updated draft red herring prospectus – I dated November 10, 2025 filed with SEBI and the
I or UDRHP - I Stock Exchanges, after complying with the observations issued by SEBI and Stock Exchanges on
the Pre-filed Draft Red Herring Prospectus and after incorporation of other updates, in accordance
with the Chapter IIA of the SEBI ICDR Regulations and in compliance with the other applicable
provisions of the SEBI ICDR Regulations, which does not contain complete particulars of the
price at which the Equity Shares will be Allotted and the size of the Offer, including any addenda
or corrigenda thereto
Updated Draft Red Herring Prospectus – The updated draft red herring prospectus - II to be filed with SEBI, if required, after incorporation
II or UDRHP - II of changes pursuant to comments from public, if any, on the Updated Draft Red Herring
Prospectus – I, in compliance with the SEBI ICDR Regulations, which will not contain complete
particulars of the price at which the Equity Shares will be Allotted and the size of the Offer,
including any addenda or corrigenda thereto
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors applying as (i) Retail Individual Bidders in the Retail Portion,
and (iii) Individuals applying as Non-Institutional Bidders with an application size of up to ₹ 0.50
million in the Non-Institutional Portion and Bidding under the UPI Mechanism through ASBA
Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository
Participants and Collecting Registrar and Share Transfer Agents
Pursuant to the SEBI ICDR Master Circular and SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded or
9Term Description
superseded by the SEBI ICDR Master Circular), all individual investors applying in public issues
where the application amount is up to ₹ 0.50 million are required to use UPI Mechanism and are
required to provide their UPI ID in the Bid cum Application Form submitted with: (i) a Member
of the Syndicate, (ii) a stock broker registered with a recognized stock exchange (whose name is
mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as eligible for such
activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the
website of the stock exchange as eligible for such activity)
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI RTA Master
Circular (to the extent it pertains to UPI), SEBI ICDR Master Circular, along with circular issued
by the NSE having reference no. 25/2022 dated August 3, 2022, and the circular issued by BSE
having reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or
notifications issued by SEBI, NSE and BSE in this regard
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked mobile
application as disclosed by SCSBs on the website of SEBI and by way of an SMS directing the
UPI Bidders to such UPI linked mobile application) to the UPI Bidders using the UPI Mechanism
initiated by the Sponsor Bank(s) to authorize blocking of funds on the UPI application equivalent
to the Bid Amount, and the subsequent debit of funds in case of Allotment
UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Offer in accordance
with UPI Circulars
UPI PIN Password to authenticate UPI transaction
Working Day All days on which commercial banks in Mumbai, Maharashtra, India are open for business;
provided, however, with reference to (a) announcement of Price Band; and (b) Bid/ Offer Period,
the expression “Working Day” shall mean all days on which commercial banks in Mumbai,
Maharashtra, India are open for business, excluding all Saturdays, Sundays or public holidays;
and (c) with reference to the time period between the Bid/Offer Closing Date and the listing of
the Equity Shares on the Stock Exchanges, the expression “Working Day” shall mean all trading
days of Stock Exchanges, excluding Sundays and bank holidays, in terms of the circulars issued
by SEBI
Technical and industry related terms or abbreviations
Term Description
APIs Application programming interface (i.e. a set of rules and protocols that allows different software
applications to communicate with each other, exchange data, and share functionality)
CCM Customer communication management
CCPC(s) Centralized card personalization center (for driving license and registration certificates)
CMS Central monitoring system (i.e. a centralized platform that collects and monitors data from various
devices and systems, such as security cameras, alarm systems, and environmental sensors, to
provide real-time oversight and management)
DI Dual interface (i.e. a single embedded chip that allows cards to be used in both contact and
contactless transaction)
HSM(s) Hardware security modules (i.e. a physical computing device that protects cryptographic keys and
performs cryptographic operations like encryption, decryption, and digital signatures)
IBA Indian Bankers’ Association
ILM Integrated logistics management
IOT Internet of things
ISO International Organization for Standardization
LED Light-emitting diode (i.e. a semiconductor device that produces light when an electric current
passes through it)
MICR Magnetic ink character recognition (i.e. a technology that uses special magnetic ink to print unique
codes on documents like checks for automated processing by banks)
MORTH Ministry of Road Transport and Highways
NCMCs National Common Mobility Cards (i.e. an inter-operable transport card initiative by the Indian
government under the "One Nation, One Card" program)
NFC Near-field communication (i.e. a wireless technology that allows for short-range communication
between two electronic devices when they are brought within a few centimetres of each other)
PSB(s) Public sector banks
QR code Quick-response code (i.e. a two-dimensional barcode that stores information in a square grid of
black and white pixels)
RFID Radio-frequency identification (i.e. a wireless system that uses radio waves to automatically
identify and track objects or living beings by reading data from tiny, computer-chipped tags)
RMMS Remote monitoring and management software (i.e. a tool that allows IT professionals to remotely
oversee and maintain computer systems, servers, and networks)
rPVC Recycled polyvinyl chloride
RTO Regional transport office
10Term Description
VAPT Vulnerability assessment and penetration testing, which is a proactive security check that
identifies potential weaknesses in a system, often using automated tools
VVPAT Voter verifiable paper audit trail (i.e. a method of providing feedback to voters who use an
electronic voting system)
Key Performance Indicators (As identified in the Basis for Offer Price section)
Term Description
Revenue from operations Revenue from operations means the revenue from operations for the year/ period
Revenue growth Revenue growth has been derived using the formula: (revenue from operations for the current
fiscal year/ revenue from operations for the previous fiscal year)-1
EBITDA EBITDA is calculated as profit/ (loss) for the period/ year plus total tax expenses plus finance
costs plus depreciation and amortization expense minus exceptional items
EBITDA Margin EBITDA Margin is calculated as EBITDA divided by total income
Profit after tax Profit after tax is calculated as profit/ (loss) for the period/ year
Profit after tax Margin Profit after tax Margin is calculated as profit/ (loss) for the period/ year divided by total income
Return on Equity Return on Equity is calculated as profit/ (loss) for the period/ year divided by average equity
Average equity is calculated as (opening total equity plus closing total equity) divided by 2
Total equity is calculated as paid up equity share capital plus other equity excluding amalgamation
adjustment deficit account
Return on Capital Employed Return on Capital Employed is calculated as EBIT divided by average capital employed
EBIT is calculated as profit/ (loss) for the period/ year plus finance costs plus tax expense minus
exceptional items
Average capital employed is calculated as (opening capital employed plus closing capital
employed) divided by 2
Capital employed is calculated as total equity (excluding amalgamation adjustment deficit
account) plus borrowings plus lease liabilities
Fixed Asset Turnover Ratio Fixed Asset Turnover Ratio is calculated as revenue from operations/ average net carrying amount
of property, plant and equipment and right-of-use assets
Average net carrying amount of property, plant and equipment and right-of-use assets is calculated
as (opening net carrying amount of property, plant and equipment and right-of-use assets plus
closing net carrying amount of property, plant and equipment and right-of-use assets) divided by
2
Revenue from Export Sales Revenue from Export Sales means revenue from export sales for the period/ year
Revenue from Domestic Sales Revenue from Domestic Sales means revenue from domestic sales for the period/ year
Volume of banking cards Volume of banking cards refers to chip-based payment cards billed to banks, fintechs and other
customers
Number of Personalization Bureau Personalisation bureaus include personalisation bureaus for cards, driving license/ registration
certificate projects and cheques separately
Net Working Capital Days Net Working Capital Days is calculated as inventory days plus trade receivable days minus trade
payable days
Inventory days is calculated as (inventories divided by revenue from operations) multiplied by
365(1)
Trade receivables days is calculated as (trade receivables divided by revenue from operations)
multiplied by 365(1)
Trade payables days is calculated as (trade payables divided by revenue from operations)
multiplied by 365(1)
(1) For the three-month period ended June 30, 2025, number of days has been considered as 91
Conventional and general terms or abbreviations
Term Description
₹ or Rs. or Rupees or INR Indian Rupees
A/c Account
AGM Annual general meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the SEBI AIF
Regulations
11Term Description
AS or Accounting Standards Accounting standards issued by the Institute of Chartered Accountants of India
AY Assessment year
Bn or bn Billion
BSE BSE Limited
CAGR Compounded annual growth rate
Calendar Year, CY or year Unless the context otherwise requires, shall refer to the twelve months 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
CIN Corporate Identification Number
Companies Act or Companies Act, 2013 The Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications,
and modifications framed thereunder, each as amended
Competition Act The Competition Act, 2002, as amended
Consolidated FDI Policy or FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any
amendments or substitutions thereof, issued from time to time
CSR Corporate Social Responsibility
Demat Dematerialised
Depositories Together, NSDL and CDSL
Depositories Act Depositories Act, 1996, as amended
DIN Director Identification Number
DP ID Depository Participant’s Identification
DP or Depository Participant A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (formerly known as Department of Industrial Policy and Promotion)
EGM Extraordinary general meeting
FAQs Frequently asked questions
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder, each
as amended
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended
Financial Year or Fiscal or Fiscal Year Unless stated otherwise, the period of 12 months ending March 31 of that particular year
or FY
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
GAAP Generally accepted accounting principles
Gazette Official Gazette of India
GBP British Pound, the legal currency of Great Britain
GDP Gross domestic product
GoI or Government or Central Government of India
Government
GST Goods and services tax
HUF(s) Hindu Undivided Family
HR Human resources
IBC The Insolvency and Bankruptcy Code, 2016, as amended
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
Income-tax Act The Income-tax Act, 1961, as amended
Ind AS or Indian Accounting Standards Indian Accounting Standards notified under Section 133 of the Companies Act and referred to in
the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the
Companies Act, 2013 and read together with paragraph 7 of the Companies (Accounts) Rules,
2014 and Companies (Accounting Standards) Amendment Rules, 2016
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the Companies
Act, 2013 and read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and
Companies (Accounting Standards) Amendment Rules, 2016
Indian Penal Code The Indian Penal Code, 1860
12Term Description
IPO Initial public offering
IST Indian Standard Time
IT Information technology
IT Act The Information Technology, 2000, as amended
KPI Key performance indicator
KYC Know your customer
MCA Ministry of Corporate Affairs, Government of India
Mn or mn Million
MU Million units
NACH National Automated Clearing House
National Investment Fund National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005,
of the Government of India, published in the Gazette of India
NAV Net asset value
NBFC Non-Banking Financial Companies
NCD(s) Non-convertible debenture
NEFT National Electronic Fund Transfer
Negotiable Instruments Act The Negotiable Instruments Act, 1881, as amended
NGN Nigerian Naira, the legal currency of Nigeria
NPCI National Payments Corporation of India
NR Non-resident
NRE Account Non-resident external rupee account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016, as amended
NRI Person resident outside India, who is a citizen of India or a person of Indian origin, and shall have
the meaning ascribed to such term in the Foreign Exchange Management (Deposit) Regulations,
2016 or an overseas citizen of India cardholder within the meaning of Section 7(A) of the
Citizenship Act, 1955, as amended
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange Management
(Deposit) Regulations, 2016
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB or Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the extent
of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest
is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003,
and immediately before such date had taken benefits under the general permission granted to
OCBs under FEMA. OCBs are not allowed to invest in the Offer
OCD(s) Optionally convertible debenture
ODI Off-shore Derivate Instruments
OFAC Office of Foreign Assets Control of the US Department of the Treasury
p.a. Per annum
PAN Permanent Account Number
PAT Profit after tax
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended
Regulation S Regulation S under the U.S. Securities Act, as amended
RTGS Real Time Gross Settlement
SCRA The Securities Contracts (Regulation) Act, 1956, as amended
SCRR The Securities Contracts (Regulation) Rules, 1957, as amended
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012,
as amended
SEBI BTI Regulations The Securities and Exchange Board of India (Bankers to an Offer) Regulations, 1994, as amended
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as
amended
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000, as amended
SEBI ICDR Master Circular SEBI master circular (SEBI/HO/CFD/PoD-1/P/CIR/2024/0154) dated November 11, 2024
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended
SEBI Merchant Bankers Regulations The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended
SEBI RTA Master Circular SEBI master circular (SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91) dated June 23, 2025
SEBI SBEB Regulations The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended
13Term Description
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended
Stamp Act The Indian Stamp Act, 1899, as amended
State Government The government of a state in India
Systemically Important NBFC Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of
the SEBI ICDR Regulations
TAN Tax deduction and collection account number
Trusts Act The Indian Trusts Act, 1882, as amended
U.S. Securities Act United States Securities Act of 1933, as amended
U.S. or USA or United States The United States of America, its territories and possessions, any State of the United States and
the District of Columbia
USD or US$ United States Dollars, the legal currency of the United States of America
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 repealed by the Securities
and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended
Wilful Defaulter or Fraudulent “Wilful Defaulter” or a “Fraudulent Borrower” as defined under Regulation 2(1)(lll) of the SEBI
Borrower ICDR Regulations
14CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
PRESENTATION
Certain conventions
Unless otherwise specified or the context otherwise requires, all references in this Updated Draft Red Herring Prospectus – I to
(i) “India” are to the Republic of India and its territories and possessions, (ii) the “Government”, “Indian Government”, “GoI”,
“Central Government” or the “State Government” are to the Government of India, central or state, as applicable, (iii) the “U.S.”,
“U.S.A.” or the “United States” are to the United States of America and its territories and possessions, (iv) the “UK”, the “U.K.”
or the “United Kingdom” are to the United Kingdom of Great Britain and its territories and possessions, and (v) “Nigeria” is to
Nigeria and its territories and possessions thereof.
Unless otherwise stated, all references to page numbers in this Updated Draft Red Herring Prospectus – I are to the
corresponding page numbers of this Updated Draft Red Herring Prospectus – I.
Currency and units of presentation
All references in this Updated Draft Red Herring Prospectus – I to (i) “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees,
the legal currency of the Republic of India, (ii) “US$” or “USD” or “U.S. Dollars” are to United States Dollar, the legal currency
of the United States of America, (iii) “GBP” or “£” are to British Pound, the legal currency of Great Britain, and (iv) “NGN”
or “₦” is to Nigerian Naira, the legal currency of Nigeria.
In this Updated Draft Red Herring Prospectus – I, our Company has presented certain numerical information. All figures have
been expressed in millions. One million represents ‘10 lakhs’ or 1,000,000, one billion represents 1,000 million and one trillion
represents 1,000 billion. However, where any figures that may have been sourced from third-party industry sources are
expressed in denominations other than millions, such figures appear in this Updated Draft Red Herring Prospectus – I expressed
in such denominations as provided in their respective sources.
Exchange rates
This Updated Draft Red Herring Prospectus – I contains conversions of certain other currency amounts into Rupees that have
been presented solely to comply with the requirements of SEBI ICDR Regulations. Unless otherwise stated, the exchange rates
referred to for the purpose of conversion of foreign currency amounts into Rupee amounts, are as follows:
(in ₹)
Currency Exchange rate as on
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
1 USD 85.54 85.46 83.37 82.22
1 GBP 117.46 110.73 105.29 101.87
1 NGN 18.01 17.94 15.65 5.63
Source: Foreign exchange reference rates for USD and GBP as available on www.fbil.org.in and NGN on www.oanda.com.
Note:
1. Exchange rate is rounded off to two decimal points.
2. If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous working day has been disclosed.
Such conversion should not be considered as a representation that such currency amounts have been, could have been or can
be converted into Rupees at any particular rate, the rates stated above or at all.
Time
Unless otherwise stated, any time mentioned in this Updated Draft Red Herring Prospectus – I is in Indian Standard Time
(“IST”). Unless otherwise stated, all references to page numbers in this Updated Draft Red Herring Prospectus – I are to the
corresponding page numbers of this Updated Draft Red Herring Prospectus – I. Unless otherwise indicated, all references to a
year in this Updated Draft Red Herring Prospectus – I are to a calendar year.
Financial data
Our Company’s Financial Year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, all
references in this Updated Draft Red Herring Prospectus – I to the terms Fiscal or Fiscal Year or Financial Year are to the 12
months ended March 31 of such year.
Unless stated or the context requires otherwise, the financial information and financial ratios in this Updated Draft Red Herring
Prospectus – I are derived from our Restated Financial Information*, which comprise (a) the restated consolidated statement of
assets and liabilities as at June 30, 2025 and March 31, 2025, the restated consolidated statement of profit and loss (including
other comprehensive income), the restated consolidated statement of cash flows and the restated consolidated statement of
15changes in equity and notes forming part of restated consolidated financial information for the three months period ended June
30, 2025 and the year ended March 31, 2025, and (b) the restated standalone statement of assets and liabilities as at March 31,
2024 and March 31, 2023, the restated standalone statement of profit and loss (including other comprehensive income), the
restated standalone statement of cash flows and the restated standalone statement of changes in equity and notes forming part
of restated standalone financial information for the years ended March 31, 2024 and March 31, 2023 prepared in terms of the
Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019), as amended, issued by the Institute of Chartered Accountants of India. For further
information on our Company’s financials, see “Restated Financial Information” on page 354.
* During the three-months period ended June 30, 2025, our Company incorporated two subsidiaries, namely, Manipal Payment and Identity Solutions UK
Limited (previously known as Manipal Payment and Identity Solutions Limited) on April 9, 2025 in the United Kingdom and Manipal Payment and Identity
Solutions Inc. on May 2, 2025 in the United States of America. However, as on the date of the Restated Financial Information, no capital contribution has been
made by our Company in either of these subsidiaries, and such entities have not yet commenced business operations. Accordingly, no financial information is
available for these subsidiaries and no financial information pertaining to them has been included in the Restated Financial Information.
The statutory auditor of our Company has relied on the report on the special purpose financial statements for the three-month
period ended June 30, 2025 and the years ended March 31, 2025, March 31, 2024 and March 31, 2023 issued by them dated
November 1, 2025. The statutory auditors have considered the following reports while issuing the report on the special purpose
financial statements:
1. The report on the financial statements of Manipal Payment and Identity Solutions Nigeria Limited as at and for the period
ended June 30, 2025 issued by Logic Professional Services, Chartered Accountants, dated October 31, 2025.
2. The report on the financial statements of Manipal Payment and Identity Solutions Nigeria Limited as at and for the
financial year ended March 31, 2025 issued by Logic Professional Services, Chartered Accountants, dated May 5, 2025.
3. The report on special purpose carve-out financial statements of Revenue Assurance Division as at and for the financial
years ended March 31, 2025, March 31, 2024 and March 31, 2023 and opening special purpose carve-out balance sheet
as at April 01, 2022 issued by Sriramulu Naidu & Co, Chartered Accountants, and Pai Nayak & Associates, Chartered
Accountants, dated November 01, 2025.
4. The report on special purpose carve-out financial statements of VDP Division as at and for the financial year ended March
31, 2023 and opening special purpose carve-out balance sheet as at April 1, 2022 issued by Sriramulu Naidu & Co,
Chartered Accountants, dated September 5, 2024.
5. The report on the special purpose standalone financial statements of our Company as and for the financial year ended
March 31, 2023 issued by Manian & Rao, Chartered Accountants, dated September 5, 2024.
6. The report on the standalone financial statements of our Company as of and for the financial year ended March 31, 2024
issued by Manian & Rao, Chartered Accountants, dated September 5, 2024.
7. The report on the consolidated financial statements of our Company as of and for the financial year ended March 31, 2025
issued by Manian & Rao, Chartered Accountants, dated August 13, 2025.
Financial information for the three-month period ended June 30, 2025 may not be indicative of the financial results for the full
year and are not comparable with financial information for the years ended March 31, 2025, March 31, 2024 and March 31,
2023.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences
or quantify their impact on the financial data included in this Updated Draft Red Herring Prospectus – I and it is urged that you
consult your own advisors regarding such differences and their impact on our Company’s financial data. For details in
connection with risks involving differences among Ind AS, US GAAP and IFRS, see “Risk Factors – Significant differences
exist between Ind AS used to prepare our financial information and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition.”
on page 64. The degree to which the financial information included in this Updated Draft Red Herring Prospectus – I will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and
practices, the Companies Act, 2013, 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 Updated Draft Red Herring Prospectus – I should
accordingly be limited.
In this Updated Draft Red Herring Prospectus – I, 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. However, where any figures that may have been sourced from third-
party industry sources are rounded off to other than two decimal points in their respective sources, such figures appear in this
Updated Draft Red Herring Prospectus – I as rounded-off to such number of decimal points as provided in such respective
sources.
16Unless the stated or context indicates otherwise, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 265 and 427,
respectively, and elsewhere in this Updated Draft Red Herring Prospectus – I, have been calculated on the basis of amounts
stated in or derived from our Restated Financial Information.
Non-GAAP financial measures
Certain non-GAAP measures relating to our financial performance, including EBITDA, EBITDA Margin, PAT Margin, Net
Debt, Net Debt to EBITDA, Fixed Asset Turnover Ratio, Return on Equity and Return on Capital Employed, have been included
in this Updated Draft Red Herring Prospectus – I and are a supplemental measure of our performance and liquidity that are not
required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP measures are not a
measurement of our financial performance or liquidity under Indian GAAP, Ind AS, IFRS or US GAAP and should not be
considered in isolation from, or construed as an alternative to, cash flows, profit/ loss for the period/ year, as applicable, revenue
from operations 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. These non-GAAP financial measures and other information relating to financial performance may not be computed
on the basis of any standard methodology that is applicable across the industry and therefore, a comparison of similarly titled
non-GAAP measures or other information relating to operations and financial performance among companies may not be
possible. Other companies may calculate the non-GAAP measures differently from us, limiting their usefulness as a
comparative measure. Although the non-GAAP measures and other statistical information relating to our operations and
financial performance are not a measure of performance calculated in accordance with applicable accounting standards, our
Company’s management believes that they are useful information in relation to our business and financial performance. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures” on
page 439.
For the risks relating to our non-GAAP measures, see “Risk Factors – We have in this Updated Draft Red Herring Prospectus
– I included certain non-GAAP financial measures and certain other industry measures related to our operations and
financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that
is applicable across the industries in which we operate, and therefore may not be comparable with financial or industry
related statistical information of similar nomenclature computed and presented by other companies.” on page 69.
Industry and market data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Updated
Draft Red Herring Prospectus – I, is derived from the F&S Report, which has been exclusively commissioned and paid for by
our Company, pursuant to an engagement letter dated October 20, 2023, read with addendum dated May 13, 2025 thereto,
entered into between Frost & Sullivan and our Company, for the purpose of understanding the industry in connection with this
Offer. This Updated Draft Red Herring Prospectus – I contains certain data and statistics from the F&S Report, which will be
available on the website of our Company at https://mpimanipal.com/investor-corner.
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. Although the industry and market data used in this Updated
Draft Red Herring Prospectus – I is reliable, the data used in these sources may have been re-classified by us for the purposes
of presentation. Data from these sources may also not be comparable. The excerpts of the F&S Report are disclosed in this
Updated Draft Red Herring Prospectus – I and there are no parts, information, data (which may be material and relevant for the
proposed Offer), omitted or changed in any manner. F&S is an independent agency and is not a related party of our Company
or Subsidiaries, Promoters, Directors, the Promoter Selling Shareholder or the BRLMs.
Industry sources and publications may also base their information on estimates and assumptions that may prove to be incorrect.
The extent to which the industry and market data presented in this Updated Draft Red Herring Prospectus – I 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. Such information involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – Industry
information included in this Updated Draft Red Herring Prospectus – I has been derived from an industry report exclusively
commissioned and paid for by us in connection with the Offer.” on page 67.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price”, beginning on page 142, includes
information relating to our listed peer companies. Such information has been derived from publicly available sources and
accordingly, no investment decision should be made solely on the basis of such information.
17FORWARD-LOOKING STATEMENTS
This Updated Draft Red Herring Prospectus – I contains certain “forward-looking statements”. All statements contained in this
Updated Draft Red Herring Prospectus – I that are not statements of historical or present fact constitute “forward-looking
statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”,
“believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”, “project”,
“seek”, “shall”, “will”, “will continue”, “will pursue” or other words or phrases of similar import. Similarly, statements that
describe our business strategies, objectives, plans or goals, our expected financial conditions, results of operations, business
plans and prospects, as well as our revenue, profitability (including, without limitation, any financial or operating projections
or forecasts) and any other matter discussed in this Updated Draft Red Herring Prospectus – I that are not historical or present
facts are forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements.
All forward-looking statements regarding our Company, whether made by us or third parties in this Updated Draft Red Herring
Prospectus – I, are based on our management’s belief and assumptions, current plans, estimates, presumptions and expectations,
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, the forward-looking
statements based on these assumptions could be incorrect and actual results may differ materially from those suggested by such
forward-looking statements. These statements reflect current views as on the date of this Updated Draft Red Herring Prospectus
– I and are not a guarantee of future performance.
Neither our Company, the Promoter Selling Shareholder, our Directors, the BRLMs 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 SEBI, our Company and the Book Running Lead Managers will ensure that the Bidders in India are informed
of material developments in relation to statements and undertakings specifically confirmed and undertaken by our Company or
the Promoter Selling Shareholder in relation to itself and 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. Further, only
statements and undertakings which are confirmed or undertaken by the Promoter Selling Shareholder in this Updated Draft Red
Herring Prospectus – I shall be deemed to be statements and undertakings made by it as of the date of this Updated Draft Red
Herring Prospectus – I.
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. This may be due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry
in which we operate and our ability to respond to them, our ability to successfully implement our strategy, 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 or investments, 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 and international laws, regulations and taxes, incidence of any
natural calamities, violence or war-like situations and changes in competition in our industry.
Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited
to, the following:
1. Our top 10 customers accounted for 69.22%, 60.98%, 62.51% and 69.94% of our revenue from operations in the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Loss of any of our key customers, or
reduction in revenue earned from such key customers, may have an adverse effect on our business, financial condition
and results of operations.
2. Purchases from our top 10 suppliers accounted for 64.28%, 62.29%, 59.69% and 60.17% of our total cost of raw
materials in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. We rely on the
timely supply of different raw materials for manufacturing, personalizing and printing our products. Our business
could be adversely affected if our suppliers fail to meet their delivery obligations or raise their prices.
3. We generate a significant portion of our revenues from sale of cards manufactured by us. Any adverse developments
affecting this vertical may adversely affect our business, results of operations, financial condition, and cash flows.
4. Our Promoter, Tonse Gautham Pai and Primacy Industries Private Limited (“PIPL”), one of our Group Companies
and an entity forming part of the members of our Promoter Group, have provided personal and corporate guarantees,
respectively, in relation to financing arrangement availed by MVP Group International Inc., one of the members of
our Promoter Group. The invocation of such guarantees and involvement of our Promoter and PIPL pose a material
risk to our business operations, reputation and financial condition.
185. Our planned acquisition of second-hand equipment as part of the Objects of the Offer carries inherent operational,
efficiency and financial risks.
6. Certain Equity Shares held by Manipal Technologies Limited in our Company have been pledged in favour of Catalyst
Trusteeship Limited. Invocation of the pledge on the Pledged Shares may result in indirect change in control of our
Company which could adversely affect the trading price of our Equity Shares of face value of ₹ 2 each.
7. In order to be registered with payment networks such as MasterCard and RuPay, we are required to comply with
extensive security requirements. Failure to comply with such security requirements may lead to revocation of our
registration, which may adversely affect our business, financial condition, results of operations and cash flows.
8. Our Promoter, Tonse Gautham Pai, has provided guarantees in connection with our borrowings. Our business, financial
condition, results of operations and prospects may be adversely affected by the revocation of all or any of the
guarantees provided by our Promoter in connection with our borrowings.
9. There have been instances of non-compliance with rules and regulations framed by the RBI, in relation to issuances
of securities of our Company, particularly in relation to delay in reporting requirements and refund of excess share
application amount. We had filed a compounding application with the RBI and have received a compounding order.
We cannot assure you that any regulatory proceedings or actions will not be initiated against us in the future and we
will not be subject to any penalty imposed by regulatory authorities.
10. We enter into certain related party transactions in the ordinary course of our business and we cannot assure you that
such transactions will not have an adverse effect on our results of operation and financial condition.
For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on
pages 33, 265 and 427, 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 future gains or losses could materially differ from those
that have been estimated and are not a guarantee of future performance.
Forward-looking statements reflect current views of our Company as on the date of this Updated Draft Red Herring Prospectus
– I and are not a guarantee of future performance. There can be no assurance to the investors that the expectations reflected in
these forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue
reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future performance.
19SUMMARY OF THE OFFER DOCUMENT
The following is a general summary of certain disclosures and the terms of the Offer, and is not exhaustive, nor does it purport
to contain a summary of all the disclosures in this Updated Draft Red Herring Prospectus – I 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 Updated Draft Red Herring Prospectus – I, including “Risk Factors”, “The Offer”,
“Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Restated Financial Information”,
“Outstanding Litigation and Material Developments”, “Offer Procedure” and “Description of Equity Shares and Terms of
the Articles of Association” on pages 33, 80, 96, 127, 155, 265, 354, 458, 503 and 523, respectively.
Summary of primary business of our Company
We provide payments solutions, identifications solutions, secure solutions, and smart tagging and internet of things (“IOT”)
solutions to banks, fintechs, non-banking finance companies and governments, across domestic and international jurisdictions.
Our payment solutions primarily comprise payment cards, cheque solutions, near-field communication/ quick-response (“QR”)
codes, payment-enabled wearables, and digital automation solutions. Our identification solutions primarily comprise driving
licenses, registration certificates, national identity cards, voter identity cards, among others, along with transit management
solutions. Our secure solutions primarily comprise secure logistics, personalization of insurance policies, premium notices,
renewal letters and marketing collaterals, along with security-enhanced packaging such as tamper-evident envelopes, holograms
and coated products. Our smart tagging and IOT solutions primarily entail printing of excise labels with holograms and
encrypted QR codes for various state excise departments, IOT and track and trace solutions with radio-frequency identification
tags, and anti-counterfeiting solutions.
The table below sets forth the breakdown of our revenue from operations based on the type of products/services for the periods
indicated:
Particulars Three-month period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended June 30, 2025
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of Revenue (₹ of Revenue (₹ million) of Revenue (₹ of Revenue
million) from million) from from million) from
Operations Operations Operations Operations
(%) (%) (%) (%)
Sale of Products
Cards- Manufactured and 1,652.93 58.30% 7,334.84 58.40% 7,437.00 59.61% 5,298.16 58.73%
traded
Cheque books, collaterals and 277.85 9.80% 1,107.54 8.82% 1,096.26 8.79% 769.88 8.53%
identity cards
Tax stamps, Holograms, 411.44 14.51% 1,585.12 12.62% 2,160.62 17.32% 1,594.33 17.67%
Thermal and RFID products
Others 80.07 2.82% 642.37 5.11% 268.76 2.15% 437.26 4.85%
Sale of Services
Personalization of Cards 119.83 4.23% 548.65 4.37% 856.75 6.87% 546.33 6.06%
Others 293.07 10.34% 1,342.19 10.69% 655.83 5.26% 375.78 4.17%
Total 2,835.19 100.00% 12,560.71 100.00% 12,475.22 100.00% 9,021.74 100.00%
Summary of industry in which our Company operates
Payment card manufacturing is a highly operationally intensive business and its process involves multiple complex stages,
including chip module integration, card lamination, secure personalization, and stringent quality control. Further, radio
frequency identification (“RFID”) localization in India is gaining significant momentum as the country seeks to build a robust
ecosystem for indigenous development, production, and adoption of RFID technology. The total cards market in India, inclusive
of credit cards, debit cards and prepaid payments instrument (PPI) was ₹9,071 million in 2020, and reached a total of ₹26,096
million in 2023. (Source: F&S Report)
Our Promoters
As on the date of this Updated Draft Red Herring Prospectus – I, Tonse Gautham Pai, T. Satish U. Pai, Sandhya S. Pai, Manipal
Technologies Limited, Manipal Media Network Limited, Tridevitha Consultancy Services Private Limited and Tridevita
Family Trust – 2017 are the Promoters of our Company. For further details, see “Our Promoters and Promoter Group” at page
341.
The Offer
The following table summarizes the details of the Offer:
20Offer(1)(2)#^ Up to [●] Equity Shares of face value of ₹ 2 each for cash at price of ₹ [●] per Equity Share (including a premium of
[●] per Equity Share), aggregating up to ₹ [●] million
of which
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ 4,000.00 million
Offer for Sale(2) Up to 17,500,000 Equity Shares of face value of ₹ 2 each by the Promoter Selling Shareholder aggregating up to ₹
[●] million
# Subject to finalization of Basis of Allotment.
^ Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be
at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
(1) The Offer has been authorised by our Board pursuant to a resolution passed at their meeting dated June 23, 2025. The Fresh Issue has been authorized
by our Shareholders pursuant to a special resolution passed at their extraordinary general meeting dated June 24, 2025. Our Board has taken on record
the consent of the Promoter Selling Shareholder to participate in the Offer for Sale pursuant to its resolution dated June 23, 2025.
(2) The Equity Shares being offered by the Promoter Selling Shareholder are eligible for being offered for sale pursuant to the Offer in terms of Regulations
8 and 8A of the SEBI ICDR Regulations. For details on the authorisation of the Promoter Selling Shareholder in relation to the Offered Shares, see “The
Offer” and “Other Regulatory and Statutory Disclosures” beginning on pages 80 and 474, respectively.
The Offer shall constitute [●]% of the post-Offer paid up Equity Share capital of our Company. For further details, see “The
Offer” and “Offer Structure” beginning on pages 80 and 500, respectively.
Objects of the Offer
The Net Proceeds from the Fresh Issue are proposed to be utilised in accordance with the details provided in the following
table:
(in ₹ million)
Particulars Estimated amount
Funding the capital expenditure requirements of our Company towards purchasing and setting up of new 2,871.43
and second-hand equipment at (a) card manufacturing facility, personalization bureau and cheque printing
facility in Manipal, Karnataka, (b) personalization bureau and cheque printing facility in Chennai, Tamil
Nadu, Noida, Uttar Pradesh, and personalization bureau in Navi Mumbai, Maharashtra, (c) cheque
printing facilities in Navi Mumbai, Maharashtra and Howrah, West Bengal, (d) central cards processing
centers at Chhattisgarh RTO, and (e) Smart Tagging and IoT Solutions facility in Manipal
General corporate purposes(1) [●]^
Total (2) [●]^
^ Subject to finalization of Basis of Allotment and updated in the Prospectus prior to its filing with the RoC.
(1) The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2) Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be
at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
For further details, see “Objects of the Offer” on page 127.
Aggregate pre-Offer and post-Offer shareholding of our Promoters (including the Promoter Selling Shareholder) and
the members of our Promoter Group
The aggregate pre-Offer and post-Offer shareholding of our Promoters (including Promoter Selling Shareholder) as a percentage
of the pre-Offer and post-Offer paid-up share capital of our Company is set out below:
S. No. Name of the Shareholder Pre-Offer Post-Offer**
No. of Equity % of total paid-up No. of Equity % of total paid-
Shares of face Equity Share Shares of face up Equity Share
value of ₹ 2 each capital@ value of ₹ 2 each capital
(on a fully diluted
basis)
Promoters
1. Tonse Gautham Pai Nil Nil [●] [●]
2. T. Satish U. Pai Nil Nil [●] [●]
3. Sandhya S. Pai Nil Nil [●] [●]
21S. No. Name of the Shareholder Pre-Offer Post-Offer**
No. of Equity % of total paid-up No. of Equity % of total paid-
Shares of face Equity Share Shares of face up Equity Share
value of ₹ 2 each capital@ value of ₹ 2 each capital
(on a fully diluted
basis)
4. Manipal Technologies Limited$ 139,302,995^ 62.10 [●] [●]
5. Manipal Media Network Limited Nil Nil [●] [●]
6. Tridevitha Consultancy Services Nil Nil [●] [●]
Private Limited
7. Tridevita Family Trust – 2017 Nil Nil [●] [●]
Total 139,302,995 62.10 [●] [●]
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee stock options
as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus – I, none of our Promoters
and Promoter Selling Shareholder hold any vested employee stock options.
^ Includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao,
Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, as registered holders, of which Manipal
Technologies Limited is the beneficial owner.
$ Also the Promoter Selling Shareholder.
** Subject to completion of the Offer and finalization of Basis of Allotment.
As on the date of this Updated Draft Red Herring Prospectus – I, none of the members of our Promoter Group (except our
Promoters) hold any Equity Shares in our Company.
For further details, see the section titled “Capital Structure – Details of the shareholding of our Promoters, directors of our
Corporate Promoters, and members of our Promoter Group” on page 115.
Aggregate pre-Offer and post-Offer shareholding of our Promoters, the members of our Promoter Group and additional
top 10 Shareholders
The aggregate pre-Offer and post-Offer shareholding of our Promoters and additional top 10 Shareholders (apart from our
Promoters) as on the date of the pre-Offer and Price Band advertisement and Allotment, as applicable, is set forth below:
S. No. Name of the Shareholder Pre-Offer shareholding as at the Post-Offer shareholding as at Allotment(1)*
date of pre-Offer and Price Band
advertisement(1)*
Number of Percentage of At the lower end of the At the upper end of the
Equity Shares of total pre-Offer Price Band (₹ [●])(1) Price Band (₹ [●])(1)
face value ₹ 2 paid up Equity Number of Percentage of Number of Percentage of
each (on a fully Share capital Equity total post- Equity total post-
diluted basis)# (%)** Shares of Offer paid up Shares of Offer paid up
face value ₹ Equity Share face value ₹ Equity Share
2 each** capital** (%) 2 each** capital** (%)
Promoters
1. Tonse Gautham Pai [●] [●] [●] [●] [●] [●]
2. T. Satish U. Pai [●] [●] [●] [●] [●] [●]
3. Sandhya S. Pai [●] [●] [●] [●] [●] [●]
4. Manipal Technologies [●] [●] [●] [●] [●] [●]
Limited$
5. Manipal Media Network [●] [●] [●] [●] [●] [●]
Limited
6. Tridevitha Consultancy [●] [●] [●] [●] [●] [●]
Services Private Limited
7. Tridevita Family Trust – [●] [●] [●] [●] [●] [●]
2017
Sub-total (A) [●] [●] [●] [●] [●] [●]
Additional top 10 Shareholders
1. Touchstone Trust Scheme [●] [●] [●] [●] [●] [●]
IV
2. Think Investments PCC [●] [●] [●] [●] [●] [●]
3. Mukul Mahavir Agrawal [●] [●] [●] [●] [●] [●]
4. Nuvama Crossover [●] [●] [●] [●] [●] [●]
Opportunities Fund –
Series III
5. Amicus Capital Partners [●] [●] [●] [●] [●] [●]
India Fund II
6. India SME Investments [●] [●] [●] [●] [●] [●]
Fund II
22S. No. Name of the Shareholder Pre-Offer shareholding as at the Post-Offer shareholding as at Allotment(1)*
date of pre-Offer and Price Band
advertisement(1)*
Number of Percentage of At the lower end of the At the upper end of the
Equity Shares of total pre-Offer Price Band (₹ [●])(1) Price Band (₹ [●])(1)
face value ₹ 2 paid up Equity Number of Percentage of Number of Percentage of
each (on a fully Share capital Equity total post- Equity total post-
diluted basis)# (%)** Shares of Offer paid up Shares of Offer paid up
face value ₹ Equity Share face value ₹ Equity Share
2 each** capital** (%) 2 each** capital** (%)
7. Nuvama Crossover [●] [●] [●] [●] [●] [●]
Opportunities Fund –
Series IIIA
8. Nuvama Crossover [●] [●] [●] [●] [●] [●]
Opportunities Fund –
Series IIIB
9. Lashit Lallubhai Sanghvi [●] [●] [●] [●] [●] [●]
10. Neha Lashit Sanghvi [●] [●] [●] [●] [●] [●]
Sub-total (B) [●] [●] [●] [●] [●] [●]
Total (A+B) [●] [●] [●] [●] [●] [●]
* Subject to completion of the Offer and finalisation of the Basis of Allotment.
# Number of Equity Shares (on a fully diluted basis) calculated taking into account all outstanding vested employee stock options (if any) held by the
Shareholder as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus – I, none of
our Promoters (including the Promoter Selling Shareholder) hold any vested employee stock options.
** Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee stock options
as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus – I, none of our Promoters
((including the Promoter Selling Shareholder) hold any vested employee stock options.
$ Also a Promoter Selling Shareholder.
(1) To be updated upon finalisation of Price Band. The post-Offer shareholding details as at Allotment will be based on the actual subscription and the Offer
Price and updated in the Prospectus, subject to finalization of the Basis of Allotment. Further, assuming that there is no transfer of shares by the
Shareholders between the date of the Price Band advertisement and Allotment, and if any such transfers occur prior to the date of Prospectus, it will be
updated in the shareholding pattern in the Prospectus.
As on the date of this Updated Draft Red Herring Prospectus – I, none of the members of our Promoter Group hold any Equity
Shares in our Company.
For further details, see “Capital Structure” at page 96.
Summary of selected financial information
The details of certain financial information as set out under the SEBI ICDR Regulations as at and for the three-month period
ended June 30, 2025 and Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023 as derived from our Restated
Financial Information are set forth below:
(in ₹ million, except otherwise stated)
Particulars As of and for the As of and for the Fiscals ended
three-month period March 31, 2025 March 31, 2024 March 31, 2023
ended June 30, 2025
Equity share capital 444.73 413.61 413.61 413.61
Other equity 5,175.47 2,628.86 482.51 (1,344.27)
Net worth(1) 8,775.40 6,196.99 4,050.51 2,223.73
Revenue from operations 2,835.19 12,560.71 12,475.22 9,021.74
Profit/ (loss) for the period/ year 339.26 2,822.14 2,491.65 1,176.72
Earnings per Equity Share(4)(7)(9)
- Basic (in ₹)(2)(5) 1.60* 13.65 12.05 5.69
- Diluted (in ₹)(3)(5) 1.57* 13.41 12.03 5.69
Net asset value per Equity Share (in ₹)(4)(6)(7) 39.12 29.68 19.59 10.75
Total borrowings(8) 2.20 4,728.66 4,494.74 966.21
* Not annualized.
Notes:
(1) Net worth = Aggregate value of equity share capital, instruments entirely equity in nature, and other equity created out of the profits, securities premium
account, and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, derived from the Restated
Financial Information but does not include reserves created out of revaluation of assets and write- back of depreciation and amalgamation.
(2) Basic EPS (₹) = Profit for the period/ year, as restated, divided by weighted average number of equity shares outstanding during the year.
(3) Diluted EPS (₹) = Profit for the period/ year, as restated, divided by weighted average number of equity shares and potential equity shares outstanding
during the year.
(4) The face value of each Equity Share is ₹ 2.
(5) Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance with the notified Indian Accounting
Standard 33 ‘Earnings per share’.
(6) Net asset value per share (in ₹) is calculated as net worth as of the end of the relevant period/ year divided by the number of equity shares outstanding
at the end of the respective period/ year, plus the number of vested options under the ESOP Scheme at the end of the respective period/ year.
23(7) Pursuant to our Board resolution dated May 13, 2024 and Shareholders’ resolution dated May 15, 2024, the equity shares of our Company of face value
of ₹ 10 was sub-divided into 5 Equity Shares of face value of ₹ 2 each. Accordingly, the authorised share capital of ₹ 500,000,000 comprising 50,000,000
equity shares of ₹ 10 each were sub-divided into ₹ 500,000,000 comprising 250,000,000 Equity Shares of ₹ 2 each and the aggregate issued, subscribed
and paid-up capital of our Company of ₹ 413,610,000 comprising 41,361,000 equity shares of face value of ₹ 10 each were sub-divided into ₹ 413,610,000
comprising 206,805,000 Equity Shares of face value of ₹ 2 each.
(8) Total borrowings = The aggregate of the current and non-current borrowings of our Company.
(9) Pursuant to the approval of our Board of Directors at its meeting held on May 28, 2025, 2,000 optionally convertible debentures were converted into
15,560,000 Equity Shares.
(10) The figures disclosed above are based on the Restated Financial Information of the Company.
For further details, see “Restated Financial Information” and “Other Financial Information” beginning on pages 354 and
424, respectively.
Qualifications of the Statutory Auditor which have not been given effect to in the Restated Financial Information
Our Statutory Auditor has not made any qualifications in their audit reports that have not been given effect to in the Restated
Financial Information.
Summary of outstanding litigations
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors, Promoters, Key Managerial
Personnel and the members of our Senior Management, in accordance with the SEBI ICDR Regulations and the Materiality
Policy as on the date of this Updated Draft Red Herring Prospectus – I, is provided below:
Category of Criminal Tax Statutory or Disciplinary actions by the Material Aggregate
individuals and proceedings proceedings regulatory SEBI or Stock Exchanges civil amount
entities proceedings against our Promoters in proceedings involved (in ₹
the last five financial years million)*
Company
By our Company 1 Nil N.A. N.A. Nil 1.52
Against our Company Nil 11** Nil N.A. Nil 1,421.80
Directors
By our Directors 2 Nil N.A. N.A. Nil 0.42
Against our Directors 8^ Nil Nil N.A. 1 Nil$
Promoters
By our Promoters 50& 5 N.A. N.A. 1 189.30
Against our Promoters 1^ 17 Nil Nil 2# 101.72$
Subsidiaries
By our Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against our Subsidiaries Nil Nil Nil N.A. Nil Nil
Key Managerial Personnel (other than our Executive Director)
By our Key Managerial Nil N.A. N.A. N.A. N.A. Nil
Personnel
Against our Key Nil N.A. Nil N.A. N.A. Nil
Managerial Personnel
Members of the Senior Management (other than our Key Managerial Personnel)
By our member of the Nil N.A. N.A. N.A. N.A. Nil
Senior Management
Against our member of Nil N.A. Nil N.A. N.A. Nil
the Senior Management
* To the extent quantifiable.
& One of our Promoters, Manipal Media Network Limited, has, in the ordinary course of its business, filed 48 cases against certain parties, under section
138 of the Negotiable Instruments Act, 1881 for alleged dishonour of cheques and recovery of amounts.
^ One of the criminal proceeding involves one of our Promoters and Directors, Tonse Gautham Pai, in his capacity as a director of MTL.
** One of the tax proceedings disclosed under “Outstanding Litigation and Material Developments – Tax proceedings involving our Company” on page
459 involves one of our Directors, Abhay Anant Gupte, in his capacity as the Chief Executive Officer of our Company on the date of the order dated May
10, 2019 passed in relation thereto.
# One of the material civil proceedings involves Tonse Gautham Pai, one of our Promoters, who is also a Director on the Board of our Company.
$ This amount does not include USD 77,461,427.07 in relation to a litigation involving Tonse Gautham Pai, one of our Directors (Non-Executive) as well
as Promoters. For details in relation to this litigation, see “Outstanding Litigation and Material Developments – Litigation Involving our Promoters
– Other material proceedings initiated against our Promoters” on page 462.
Except as disclosed in “Outstanding Litigation and Material Developments – Litigation Involving our Group Companies”
on page 463, there are no outstanding litigations involving our Group Companies, which may have a material impact on our
Company, as on date of this Updated Draft Red Herring Prospectus – I.
For further details in relation to the outstanding litigation proceedings, see “Outstanding Litigation and Other Material
Developments” beginning on page 458.
24Risk factors
For details of the risks applicable to us, see “Risk Factors” beginning on page 33. Investors are advised to read the risk factors
carefully before making an investment decision in the Offer.
Summary of contingent liabilities
A summary table of our contingent liabilities as on June 30, 2025, as per Ind AS 37 – Provisions, Contingent Liabilities and
Contingent Assets, derived from the Restated Financial Information is set forth below:
(₹ in million)
Particulars As on June 30, 2025
Central excise (1) 1,348.63
VAT & CST (2) 0.94
Customs duty (3) 51.48
GST (4) 8.43
Letter of credit 56.64
Bank guarantee 753.68
Corporate guarantee (5) 3418.73
Total 5,638.53
Notes:
(1) Central excise
The Group is involved in multiple disputes with the Central Excise and Service Tax authorities regarding the classification of PVC sheets, identity cards,
smart cards, and the chargeability of excise duty on personalization and fulfilment activities of banking and non-banking cards. These disputes encompass
various periods from July 2010 to June 2017 and involve demands for excise duties and penalties the details are as below:
a) The Group received an order dated 18.04.2016 from the Office of the Commissioner of Central Excise & Service Tax for the period from July 2010
to September 2014, demanding excise duty of Rs. 14.65 million and a penalty of Rs. 14.65 million due to wrong classification of PVC sheets, identity
cards, and smart cards under different HSN codes. The Group has preferred an appeal against the order, which is pending before the Excise &
Customs Tribunal (CESTAT) in Bangalore. The Group has paid a pre-deposit of Rs. 1.10 million as of June 30, 2025 (March 31, 2025 - Rs. 1.10
million; March 31, 2024 - Rs. 1.10 million and as of March 31, 2023 - Rs. 1.10 million ).
b) The Group received an order dated 23.11.2016 from the Additional Commissioner of Central Excise & Service Tax for the period from October
2014 to August 2015, demanding excise duty of Rs. 1.78 million and a penalty of Rs. 0.18 million due to wrong classification of PVC sheets and
identity cards under different HSN codes. The Group has preferred an appeal against the order, which is pending before the Excise & Customs
Tribunal (CESTAT) in Bangalore. The Group has paid a pre-deposit of Rs. 0.33 million as of June 30, 2025 (March 31, 2025 - Rs. 0.33 million, as
of March 31, 2024 - Rs. 0.33 million, and as of March 31, 2023 - Rs. 0.33 million ).
c) The Group received an order dated 6th April 2018, passed by the Additional Commissioner of Central Excise, Mangalore, for the period from
September 2015 to June 2017, demanding excise duty of Rs. 7.77 million and a penalty of Rs. 0.78 million due to wrong classification of PVC sheets
and identity cards under different HSN codes. The Group has preferred an appeal against the order, which is pending before the Excise & Customs
Tribunal (CESTAT) in Bangalore. The Group has paid a pre-deposit of Rs. 1.42 million as of June 30, 2025 (as of March 31, 2025 - Rs. 1.42 million,
as of March 31, 2024 - Rs. 1.42 million, and as of March 31, 2023 - Rs. 1.42 million).
d) The Group received an order dated October 29, 2018, issued by the Commissioner of Central Excise, Mangalore, covering the period from the
fiscal year ending March 31, 2012, to March 31, 2016. The order demands excise duty of Rs. 517.17 million and a penalty of Rs. 517.17 million
related to the chargeability of excise duty on personalisation and fulfilment activities for banking and non-banking cards manufactured by The
Group. The department asserts that excise duty applies to these activities, whereas The Group had been charging service tax and VAT, respectively.
The Group has filed an appeal against the order, which is currently pending before the Excise & Customs Tribunal (CESTAT) in Bangalore. The
Group has made a pre-deposit of Rs. 38.79 million as of June 30, 2025 (Rs. 38.79 million as of March 31, 2025, Rs. 38.79 million as of March 31,
2024 and Rs. 38.79 million as of March 31, 2023).
e) The Group received an order dated January 11, 2020, issued by the Commissioner of Central Excise, Mangalore, covering the period from April
2016 to June 2017. The order demands excise duty of Rs. 249.53 million plus interest and a penalty of Rs. 24.96 million related to the chargeability
of excise duty on personalisation and fulfilment activities for banking and nonbanking cards manufactured by the Group. The department contends
that excise duty applies to these activities, whereas the Group had been charging service tax and VAT, respectively. The Group has filed an appeal
against the order, which is currently pending before the Excise & Customs Tribunal (CESTAT) in Bangalore. The Group has made a pre-deposit
of Rs. 18.72 million as of June 30, 2025 (Rs. 18.72 million as of March 31, 2025, Rs. 18.72 million as of March 31, 2024 and Rs. 18.72 million as
of March 31, 2023).
(2) VAT & CST
The Group has been issued multiple orders by the Sales Tax and Commercial Taxes authorities regarding the classification of photo identity cards,
treatment of trading sales, and recovery of input tax credit under the CST Act, 1956, and KVAT Act, 2003, for various financial years from 2011-12 to
2017-18. The details are as under:
a) The Group received an order from the Deputy Commissioner of Commercial Taxes - Audit Wing for the financial year 2013-14, demanding Value
Added Tax of Rs. 0.38 million under KVAT, 2003, and Rs. 10.22 million under CST Act, 1956, including interest and penalty, due to the wrong
classification of photo identity cards supplied by the Group under the KVAT Act. The Group was charging VAT at the rate of 5.5%, whereas the
department id of opinion it should be charged at 14.5%. The Group appealed against this demand, and the order was passed in favour of the Group
on 31/01/2024. The Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 -
Rs. 3.18 million).
b) The Group received an order from the Deputy Commissioner of Commercial Taxes - Audit Wing for the financial year 2014-15, demanding Value
Added Tax of Rs. 0.78 millions under KVAT, 2003, and Rs. 4.79 million under CST Act, 1956, including interest and penalty, due to the wrong
classification of photo identity cards supplied by the Group under the KVAT Act. The Group was charging VAT at the rate of 5.5%, whereas the
department is of opinion it should be charged at 14.5%. The Group appealed against this demand, and the order was passed in favour of the Group
on 31/01/2024. The Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 -
Rs. 1.67 million).
25c) The Group received an order from the Deputy Commissioner of Commercial Taxes - Audit Wing for the financial year 2015-16, demanding Value
Added Tax of Rs. 0.39 million under KVAT, 2003, and Rs. 3.13 million under CST Act, 1956, including interest and penalty, due to the wrong
classification of photo identity cards supplied by the Group under the KVAT Act. The Group was charging VAT at the rate of 5.5%, whereas the
department is of opinion it should be charged at 14.5%. The Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Rs.
Nil, March 31, 2024 - Rs. 1.06 million, March 31, 2023 - Rs. 1.06 million). The Group has preferred an appeal against the said demand and order
was passed in favour of the Group on 29/07/2024.
d) The Group received an order from the Deputy Commissioner of Commercial Taxes - Audit Wing for the financial year 2016-17, demanding Value
Added Tax of Rs. 0.81 million under the CST Act, 1956, including interest and penalty, due to the wrong classification of photo identity cards
supplied by the Group under the KVAT Act. The Group was charging VAT at the rate of 5.5%, whereas the department is of opinion it should be
charged at 14.5%. The Group appealed against this demand, and the order was passed in favour of the Group on July 10, 2023. The Group has
made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 - Rs. 0.24 million).
e) The Group received an order from the Deputy Commissioner of Commercial Taxes - Audit Wing for the financial year 2017-18 (up to June 2017),
demanding Value Added Tax of Rs. 0.22 million under the CST Act, 1956, including interest and penalty, due to the wrong classification of photo
identity cards supplied by the Group under the KVAT Act. The Group was charging VAT at the rate of 5.5%, whereas the department is of opinion
it should be charged at 14.5%. The Group appealed against this demand, and the order was passed in favour of the Group on July 10, 2023. The
Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 - Rs. 0.07 million).
f) The Group received an order from the Deputy Commissioner of Commercial Taxes demanding Value Added Tax of Rs. 0.61 million for the year
2012-13. The aforesaid authority has also levied interest of Rs. 0.27 million and a penalty of Rs. 0.06 million towards the recovery of input tax
credit on purchases from an unregistered dealer under the KVAT Act for the year 2012-13. The Group has preferred an appeal against these orders,
which is pending before the KVAT Tribunal in Bangalore. The Group has made a pre-deposit of Rs. 0.94 million as of June 30, 2025 (March 31,
2025 - Rs. 0.94 million, March 31, 2024 - Rs. 0.94 million, March 31, 2023 - Rs. 0.94 million).
(3) Customs duty
The Group has received order 10th May 2019 passed by the Commissioner of Customs, Bangalore demanding Custom duty of Rs 49.02 millions including
penalty towards wrong classification of Account Opening Kiosk and Debit Card Printing Kiosk machine under different product code. The Group has
preferred an appeal against the said order which is pending before Excise & Customs Tribunal (CESTAT), Bangalore. The Group has paid Rs 2.04
million pre-deposit as at June 30, 2025 (as at March 31, 2025 - Rs 2.04 million, as at March 31, 2024 - Rs 2.04 million and as at March 31, 2023 - Rs
2.04 million).
The Group has made the duty payment of Rs 1.55 million as at June 30, 2025 (as at March 31, 2025 - Rs 1.55 million, as at March 31, 2024 - Nil and as
at March 31, 2023 - Nil) for extension of EPCG obligation period of License No 0730008210. On completion of the obligation, DGFT had issued the
closure certificate for the same. Based on the closure letter issued by DGFT, Group approached Customs department to refund the duty amount. The
department is of the view that the amount paid is not to be considered as duty but to be considered as Composite fee for availing the extension and hence
the same is not to be refunded. The case is pending Deputy Commissioner of Customs (Refund), Bangalore.
The Group imported a UV inkjet personalization machine, classified under HSN 84433910 with BCD at 7.5% , and has paid Rs. 0.91 million as at June
30, 2025 (as at March 31, 2025 – Rs 0.91 million, as at March 31, 2024 - Nil and as at March 31, 2023 - Nil). An appeal has been filed, seeking
classification under HSN 84719000, which attracts NIL rate of duty. The appeal is currently pending at Commissioner Appeals, Bangalore.
(4) GST
The Superintendent Commissioner of CGST & CENTRAL EXCISE has demanded GST of Rs. 0.29 millions towards Input Credit Mismatch between the
GST returns and GST portals in Year 2018-19. The aforesaid authority has also levied penalty of Rs. 0.03 millions. The issue is related to Excess availment
of ITC in GSTR-3B vs GSTR-2A. The Group has preferred an appeal against the said orders which is pending before Superintendent of Central Tax. The
Group has paid a pre-deposit of Rs. 0.01 million as of June 30, 2025 (March 31, 2025 - Rs. 0.01 million ; March 31, 2024 - Nil ; March 31, 2023 - Nil ).
The Assistant Commissioner of CGST, Udupi has passed Order demanding GST of Rs 8.11 millions towards supply of ATM/Debit and Credit cards
considering manufacturing, personalisation and supply of stationery items as composite supply and GST to be paid at 18% on the same. The Company
has filed the appeal before Commissioner Appeals (Belagavi) against the said Order in April 2025. The Company has paid a pre-deposit of Rs 0.81
million as of June 30,2025 (March 31, 2025 - Nil ; March 31, 2024 - Nil ; March 31, 2023 - Nil).
(5) The Group has issued a guarantee for debentures issued by the ultimate holding company, M/s Manipal Media Network Limited, for an amount of Rs
3,418.73 million as of June 30, 2025 (March 31, 2025 - Rs 5,550 million ; March 31, 2024 - Rs 5,550 million ; March 31, 2023 - Nil ).
For further details in relation to the contingent liabilities as at June 30, 2025, as per Ind AS 37 – Provisions, Contingent
Liabilities and Contingent Assets, see “Restated Financial Information – Note 45 – Contingent liabilities and contingent
assets” at page 403.
26Summary of related party transactions
A summary of related party transactions for the three-month period ended June 30, 2025 and Fiscals ended March 31, 2025,
March 31, 2024 and March 31, 2023, entered into by us with our related parties as per Ind AS 24 – Related Party Disclosures,
read with the SEBI ICDR Regulations, derived from the Restated Financial Information, is set forth below:
27S. Particulars For the As a % of For the year As a % of For the year As a % of For the year As a % of
No. period ended Revenue from ended March Revenue from ended March Revenue from ended March Revenue from
June 30, 2025 operations 31, 2025 (₹ in operations 31, 2024 (₹ in operations 31, 2023 (₹ in operations
(₹ in million) million) million) million)
Disclosure of Related Party Transactions
A 1 Sale of services (Printing & Other Charges)
Manipal Technologies Limited 24.62 0.87 212.66 1.69 1.85 0.01 0.24 0.00
Manipal Business Solutions Private Limited - - 0.02 0.00 1.02 0.01 0.94 0.01
JKPL Utility Packaging Solutions Private Limited (Formerly - - - - - - 0.01 0.00
k nown as Manipal Utility Packaging Solutions Private Limited)
24.62 0.87 212.68 1.69 2.87 0.02 1.19 0.01
A 2 Sale of Materials:
Manipal Technologies Limited 501.77 17.70 420.23 3.35 0.15 0.00 1.07 0.01
Manipal Business Solutions Private Limited - - 0.12 0.00 0.63 0.01 0.81 0.01
JKPL Utility Packaging Solutions Private Limited (Formerly - - - - 0.02 0.00 0.13 0.00
k nown as Manipal Utility Packaging Solutions Private Limited)
501.77 17.70 420.35 3.35 0.80 0.01 2.01 0.02
A 3 Other Receipts (Reimbursement)
Manipal Technologies Limited 3.54 0.12 73.14 0.58 8.27 0.07 2.13 0.02
JKPL Utility Packaging Solutions Private Limited (Formerly - - - - 0.61 0.00 0.91 0.01
known as Manipal Utility Packaging Solutions Private Limited)
Techshresta Solutions Private Limited - - - - 2.19 0.02 1.37 0.02
Primacy Industries Private Limited - - - - 0.01 0.00 - -
Manipal Energy & Infratech Limited - - 0.01 0.00 - - - -
M anipal Media Networks Limited - - 0.00 0.00 - - - -
3.54 0.12 73.15 0.58 11.08 0.09 4.41 0.05
A 4 Purchase of Materials:
Manipal Technologies Limited 42.22 1.49 276.72 2.20 179.39 1.44 207.09 2.30
JKPL Utility Packaging Solutions Private Limited (Formerly - - - - 29.36 0.24 46.76 0.52
known as Manipal Utility Packaging Solutions Private Limited)
T echshresta Solutions Private Limited - - 164.66 1.31 393.89 3.16 1,165.29 12.92
42.22 1.49 441.38 3.51 602.64 4.83 1,419.14 15.73
A 5 Purchase of Scrips
Manipal Technologies Limited - - - - 7.06 0.06 - -
Manipal Media Network Limited - - - - - - 0.27 0.00
Primacy Industries Private Limited - - - - - - 1.79 0.02
JKPL Utility Packaging Solutions Private Limited (Formerly - - - - 3.28 0.03 3.05 0.03
k nown as Manipal Utility Packaging Solutions Private Limited)
- - - - 10.34 0.08 5.11 0.06
A 6 Rent paid
Manipal Technologies Limited 12.62 0.45 28.84 0.23 10.02 0.08 13.22 0.15
Manipal Media Network Limited 0.01 0.00 0.60 0.00 1.29 0.01 1.01 0.01
Manipal Business Solutions Private Limited 0.05 0.00 0.34 0.00 - - - -
Compack Packaging Unit 0.40 0.01 2.40 0.02 1.85 0.01 1.80 0.02
28S. Particulars For the As a % of For the year As a % of For the year As a % of For the year As a % of
No. period ended Revenue from ended March Revenue from ended March Revenue from ended March Revenue from
June 30, 2025 operations 31, 2025 (₹ in operations 31, 2024 (₹ in operations 31, 2023 (₹ in operations
(₹ in million) million) million) million)
M anipal Thomas Greg Press Private Limited 1.01 0.04 - - - - - -
14.09 0.50 32.18 0.26 13.16 0.11 16.03 0.18
A 7 Service charges paid
Manipal Technologies Limited 65.55 2.31 205.11 1.63 240.76 1.93 199.50 2.21
Manipal Media Network Limited - - - - 3.26 0.03 - -
Manipal Business Solutions Private Limited - 1 . 2 1 0.01 3.19 0.03 - -
-
65.55 2.31 206.32 1.64 247.21 1.98 199.50 2.21
A 8 Other Expenses (including reimbursement)
Manipal Technologies Limited 92.47 3.26 473.91 3.77 70.33 0.56 34.99 0.39
Manipal Business Solutions Private Limited 0.11 0.00 0.24 0.00 0.18 0.00 0.09 0.00
Manipal Energy & Infratech Limited - - 1.02 0.01 1.39 0.01 0.28 0.00
JKPL Utility Packaging Solutions Private Limited (Formerly - - - - 2.57 0.02 2.67 0.03
known as Manipal Utility Packaging Solutions Private Limited)
Manipal Media Network Limited 0.00 0.00 0.02 0.00 - - - -
Primacy Industries Private Limited - - - - - - 0.03 0.00
M anipal Thomas Greg Press Private Limited - - 13.28 0.11 12.67 0.10 13.38 0.15
92.58 3.27 488.47 3.89 87.14 0.70 51.44 0.57
A 9 Purchase of Property, Plant & Equipments
Manipal Energy & Infratech Limited - - 67.08 0.53 2.86 0.02 - -
M anipal Technologies Limited 2.08 0.07 2.97 0.02 - - - -
2.08 0.07 70.05 0.56 2.86 0.02 - -
A10 Investment in Shares
Primacy Industries Private Limited - - 1.35 0.01 - - - -
- - 1.35 0.01 - - - -
A11 Investment in Debentures
Primacy Industries Private Limited - - 4,498.65 35.82 - - - -
- - 4,498.65 35.82 - - - -
A 12 Sale of Investments
M anipal Technologies Limited - - 5,600.00 44.58 - - - -
- - 5,600.00 44.58 - - - -
A 13 Corporate social responsibility expenses
T MG Sunidhi Foundation Trust - - - - 7.59 0.06 4.36 0.05
- - - - 7.59 0.06 4.36 0.05
A 14 Dividend distributed:
Manipal Technologies Limited - - - - 33.08 0.27 33.08 0.37
T ridevita Family Trust - - - - 0.01 0.00 0.01 0.00
- - - - 33.09 0.27 33.09 0.37
A15 Acquisition of undertaking
Manipal Technologies Limited - - - - - - 4,150.00 46.00
29S. Particulars For the As a % of For the year As a % of For the year As a % of For the year As a % of
No. period ended Revenue from ended March Revenue from ended March Revenue from ended March Revenue from
June 30, 2025 operations 31, 2025 (₹ in operations 31, 2024 (₹ in operations 31, 2023 (₹ in operations
(₹ in million) million) million) million)
- - - - - - 4,150.00 46.00
A 16 Key management personnel compensation (Refer note (i))
Short term employment benefit 12.09 0.43 23.66 0.19 20.19 0.16 - -
Remuneration to independent directors 1.50 0.05 3.00 0.02 - - 0.02 0.00
Notes:
(i) The above compensation excludes expense towards gratuity, leave benefits and stock options as they are determined and recorded for the Group as a whole.
(ii) Related parties and transactions have been identified by the management and relied upon by the auditors.
For further details of the name of each parties / relationship / nature of transaction /transaction value, please see “Restated Financial Statements – Note 55 – Related
party disclosures” on page 415.”
30For details of the related party transactions as reported in the Restated Financial Information, see “Restated Financial
Information – Note 55 – Related party disclosures” on page 415.
Weighted average price at which the specified securities were acquired by our Promoter (including the Promoter Selling
Shareholder) in the one year preceding the date of this Updated Draft Red Herring Prospectus – I
No Equity Shares were acquired by our Promoters (including the Promoter Selling Shareholder) in the one year preceding the
date of this Updated Draft Red Herring Prospectus – I.
Average cost of acquisition of Equity Shares by our Promoters (including the Promoter Selling Shareholder)
Except as disclosed below, none of our Promoters hold any Equity Shares in our Company as on the date of this Updated Draft
Red Herring Prospectus – I. The average cost of acquisition of the Equity Shares by our Promoter, also the Promoter Selling
Shareholder, as at the date of this Updated Draft Red Herring Prospectus – I is as follows:
Name Number of Equity Shares of face Average cost of acquisition per Equity
value of ₹ 2 each held Share of face value of ₹ 2 each (in ₹)#(1)
Promoter
Manipal Technologies Limited$ 139,302,995(2) 2.18
# As certified by Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
$ Also the Promoter Selling Shareholder.
Notes:
(1) Pursuant to our Board resolution dated May 13, 2024 and Shareholders’ resolution dated May 15, 2024, the equity shares of our Company of face value
of ₹ 10 was sub-divided into 5 Equity Shares of face value of ₹ 2 each. Accordingly, the authorised share capital of ₹ 500,000,000 comprising 50,000,000
equity shares of ₹ 10 each were sub-divided into ₹ 500,000,000 comprising 250,000,000 Equity Shares of ₹ 2 each and the aggregate issued, subscribed
and paid-up capital of our Company of ₹ 413,610,000 comprising 41,361,000 equity shares of face value of ₹ 10 each were sub-divided into ₹ 413,610,000
comprising 206,805,000 Equity Shares of face value of ₹ 2 each. The above calculations are made after considering the impact of such sub-division.
(2) Includes 5 Equity Shares each held by Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao, Kukkundoor Girish Kini,
Katapadi Govindraya, Subraya Kamath and Prabhakara Dayananda Kamath, as the registered owner of such Equity Shares, in relation to which MTL
is the beneficial owner.
Details of the price at which specified securities were acquired by our Promoters (including the Promoter Selling
Shareholder), the members of our Promoter Group and the Shareholders entitled with right to nominate directors in
the three years preceding the date of this Updated Draft Red Herring Prospectus – I
Except as disclosed below, there have been no specified securities that were acquired in the three years preceding the date of
this Updated Draft Red Herring Prospectus – I by our Promoters (including the Promoter Selling Shareholder) and the
Shareholders with special right to nominate directors in our Company.
The details of the price at which the acquisition of the Equity Shares were undertaken in the three years preceding the date of
this Updated Draft Red Herring Prospectus – I are stated below:
S. Name of the acquirer/ Date of Number of Face value per Acquisition price Percentage of the
No. Shareholder acquisition/ specified specified per specified pre-Offer equity
allotment of securities security(1) (in ₹) security(1)* (in ₹) share capital(1)@
specified acquired(1) (%)
securities
Promoter
1. Manipal Media Network March 14, 2024 17,730,000 2 26.09 7.90
Limited March 14, 2024 23,621,000 2 26.10 10.53
March 15, 2024 50,000 2 27.80 0.02
* As certified by Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee stock options
as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus – I, none of our Promoters
and Promoter Selling Shareholder hold any vested employee stock options.
Note:
(1) Pursuant to our Board resolution dated May 13, 2024 and Shareholders’ resolution dated May 15, 2024, the equity shares of our Company of face value
of ₹ 10 was sub-divided into 5 Equity Shares of face value of ₹ 2 each. Accordingly, the authorised share capital of ₹ 500,000,000 comprising 50,000,000
equity shares of ₹ 10 each were sub-divided into ₹ 500,000,000 comprising 250,000,000 Equity Shares of ₹ 2 each and the aggregate issued, subscribed
and paid-up capital of our Company of ₹ 413,610,000 comprising 41,361,000 equity shares of face value of ₹ 10 each were sub-divided into ₹ 413,610,000
comprising 206,805,000 Equity Shares of face value of ₹ 2 each. The above calculations are made after considering the impact of such sub-division.
As on the date of this Updated Draft Red Herring Prospectus – I, none of the members of our Promoter Group hold any Equity
Shares in our Company.
31Weighted average cost of acquisition of all shares transacted in last one year, 18 months and three years preceding the
date of this Updated Draft Red Herring Prospectus – I
The weighted average price for all Equity Shares acquired in one year, 18 months and three years preceding the date of this
Updated Draft Red Herring Prospectus – I is mentioned below:
Period Weighted average cost of Cap Price is ‘x’ times the Range of acquisition price
acquisition per Equity weighted average cost of per Equity Share: lowest
Shares of face value of ₹ 2 acquisition^ price – highest price(1) (in ₹)
each*(1) (in ₹)
Last one year preceding the date of this N.A.# [●] N.A.#
Updated Draft Red Herring Prospectus – I
Last 18 months preceding the date of this N.A.# [●] N.A.#
Updated Draft Red Herring Prospectus – I
Last three years preceding the date of this 26.10 [●] 26.09 - 27.80
Updated Draft Red Herring Prospectus – I
* As certified by Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
^ To be updated upon finalisation of Price Band.
# No equity shares were acquired by our Promoters, the Promoter Selling shareholder, the members of our Promoter Group and our Shareholders with
special right to nominate the directors of our Company.
Note:
(1) Pursuant to our Board resolution dated May 13, 2024 and Shareholders’ resolution dated May 15, 2024, the equity shares of our Company of face value
of ₹ 10 was sub-divided into 5 Equity Shares of face value of ₹ 2 each. Accordingly, the authorised share capital of ₹ 500,000,000 comprising 50,000,000
equity shares of ₹ 10 each were sub-divided into ₹ 500,000,000 comprising 250,000,000 Equity Shares of ₹ 2 each and the aggregate issued, subscribed
and paid-up capital of our Company of ₹ 413,610,000 comprising 41,361,000 equity shares of face value of ₹ 10 each were sub-divided into ₹ 413,610,000
comprising 206,805,000 Equity Shares of face value of ₹ 2 each. The above calculations are made after considering the impact of such sub-division.
Details of pre-IPO Placement
Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO
Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The
Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to
the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and
the Prospectus.
Issue of equity shares of our Company for consideration other than cash in the last one year (excluding bonus issuance)
Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this
Updated Draft Red Herring Prospectus – I.
Split or Consolidation of equity shares in the last one year
Our Company has not undertaken split or consolidation of its equity shares in the one year preceding the date of this Updated
Draft Red Herring Prospectus – I.
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, the directors of our
Corporate Promoters, as applicable, our Directors and their relatives (as defined under the Companies Act) have financed the
purchase by any other person of securities of our Company (other than during the normal course of business of the financing
entity) during a period of six months immediately preceding the date of this Updated Draft Red Herring Prospectus – I.
Exemptions from complying with any provision of securities laws, if any, granted by SEBI
Our Company has not applied for any exemption from complying with any provisions of securities laws before SEBI, as on the
date of this Updated Draft Red Herring Prospectus – I.
32SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk. Potential investors should carefully consider all the information
in this Updated Draft Red Herring Prospectus – I, including the risks and uncertainties described below, before making an
investment in the Equity Shares pursuant to the Offer. We have described the risks and uncertainties that we believe are
material, but these risks and uncertainties may not be the only risks relevant to us, the Equity Shares, or the industry in which
we currently operate or propose to operate in. Additional risks and uncertainties, not currently known to us or that we currently
do not deem material may also adversely affect our business, results of operations, financial condition and cash flows. If any
or some combination of the following risks, or other risks that are not currently known or are not currently deemed material,
actually occur, our business, results of operations, financial condition and cash flows could be adversely affected, the price of
our Equity Shares and the value of your investments in our Equity Shares could decline, and investors may lose all or part of
their investment. In order to obtain a complete understanding of our Company and our business, prospective investors should
read this section in conjunction with “Industry Overview”, “Our Business”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Restated Financial Information” on pages 155, 265, 427 and 354,
respectively, as well as the other financial information contained in this Updated Draft Red Herring Prospectus – I. In making
an investment decision, prospective investors must rely on their own examination of us and our business and the terms of the
Offer, including the merits and risks involved. Potential investors should consult their tax, financial and legal advisors about
the particular consequences of investing in the Offer. The financial and other related implications of risks concerned, wherever
quantifiable, have been disclosed in the risk factors mentioned below. Unless specified or quantified in the relevant risk factors
below, we are unable to quantify the financial or other impact of any of the risks described in this section.
Unless otherwise indicated or unless the context requires otherwise, the financial information included herein is based on our
Restated Financial Information included in this Updated Draft Red Herring Prospectus – I. Our Company’s financial year
commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular Fiscal are to
the 12 months ended March 31 of that year. For further information, see “Restated Financial Information” on page 354.
Unless the context otherwise requires, in this section, references to “the Company” or “our Company” are to our Company
on a standalone basis and references to “we”, “us” or “our” are to our Company on a consolidated basis.
Our Company has acquired the variable data printing and secure logistics division (“VDP”) business of Manipal Technologies
Limited (“MTL”), including printing of cheques, personalized customer communications/ statements, government
identification, insurance policy booklets, secure logistics, among others, pursuant to business transfer agreement dated April
30, 2024, with effect from March 31, 2024. Further, we acquired the smart tagging and internet of things solutions, along with
holograms, coated products, and other security printed products business of MTL pursuant to a business transfer agreement
dated April 1, 2025 with effect from even date (“Revenue Assurance Acquisition”). Accordingly, financial and operational
information included herein includes the VDP business of MTL acquired by our Company and the Revenue Assurance
Acquisition. For further information, see “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation – Financial Data” – and “– We have completed the acquisitions of variable data printing and
smart tagging and internet of things solutions, along with holograms, coated products, and other security printed
products businesses of one of our Promoters, Manipal Technologies Limited, and we may pursue other strategic acquisitions
for inorganic growth in the future. We may not be able to integrate these acquisitions, or may be faced with operating
difficulties due to such integration, which could adversely affect our business, financial condition, cash flows and results of
operations.” on pages 15 and 54, respectively.
Names of certain customers and vendors have not been included in this section either because relevant consents for disclosure
of their names were not available or in order to preserve confidentiality.
This Updated Draft Red Herring Prospectus – I also contains certain forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward-looking
statements as a result of certain factors, including the considerations described below and elsewhere in this Updated Draft Red
Herring Prospectus – I. For further information, see “Forward-Looking Statements” on page 18.
Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in
particular, the report titled “Assessing the potential of global payments card market” dated October 30 2025 (the “F&S
Report”) prepared and issued by Frost & Sullivan, pursuant to an engagement letter dated October 20, 2023 and addendum
dated May 13, 2025. The F&S Report has been exclusively commissioned and paid for by us in connection with the Offer. The
data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of
presentation. A copy of the F&S Report is available on the website of our Company at https://mpimanipal.com/investor-corner.
Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and
included herein with respect to any particular year refers to such information for the relevant calendar year. See “— Industry
information included in this Updated Draft Red Herring Prospectus – I has been derived from an industry report exclusively
commissioned and paid for by us in connection with the Offer.” on page 67. Also see, “Certain Conventions, Use of Financial
Information and Market Data and Currency of Presentation – Industry and Market Data” on page 17.
33We have included various operational and financial performance indicators in this Updated Draft Red Herring Prospectus –
I, many of which may not be derived from our Restated Financial Information. 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.
Internal Risk Factors
1. Our top 10 customers accounted for 69.22%, 60.98%, 62.51% and 69.94% of our revenue from operations in the
three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Loss of any of our key customers,
or reduction in revenue earned from such key customers, may have an adverse effect on our business, financial
condition and results of operations.
As of June 30, 2025 and as of March 31, 2025, 2024 and 2023, we had 229, 315, 307 and 316 customers, respectively, which
include banking and finance customers, including private and public sector undertaking (“PSU”) banks, co-operative banks,
small finance banks, payment banks, fintech companies; and various government departments. We generate a substantial
portion of our revenues from, and are therefore dependent on, certain key customers for a substantial portion of our business.
Set forth below are details of our revenues from our largest customer, top five and top 10 customers, in the periods indicated:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) Revenue million) Revenue million) Revenue million) Revenue
from from from from
Operations Operations Operations Operations
(%) (%) (%) (%)
Largest 526.39 18.57% 1,461.84 11.64% 1,368.97 10.97% 1,345.73 14.92%
customer
Top 5 1,520.36 53.62% 5,142.01 40.94% 5,368.69 43.03% 4,365.84 48.39%
customers
Top 10 1,962.53 69.22% 7,659.88 60.98% 7,798.42 62.51% 6,309.58 69.94%
customers
Notes:
(1) References to ‘Customer’ are to customers in a particular Fiscal/period and do not refer to the same customers across all Fiscals/periods.
(2) Names of largest, top 5 and top 10 customers have not been disclosed due to non-receipt of consent.
The table below sets forth revenue generated by us from our top 10 customers in the three months ended June 30, 2025.
Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Manipal Technologies Limited Yes 526.39 18.57%
Customer 2 No 372.26 13.13%
Customer 3 No 302.03 10.65%
Customer 4 No 202.63 7.15%
Customer 5 No 117.06 4.13%
Customer 6 No 110.79 3.91%
Customer 7 No 84.77 2.99%
Customer 8 No 84.73 2.99%
Customer 9 No 84.36 2.98%
Customer 10 No 77.52 2.73%
Total - 1,962.53 69.22%
Note: Names of the other customers forming part of our top 10 customers have not been included due to lack of receipt of consents. The increase in revenue
from MTL primarily reflects sales pertaining to the VDP and Revenue Assurance business acquired under the relevant business transfer agreements. Pending
novation of customer contracts, these transactions were invoiced through MTL, though the underlying sales were to different end customers.
The table below sets forth revenue generated by us from our top 10 customers in Fiscal 2025.
Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Customer 1 No 1,461.84 11.64%
Customer 2 No 1,124.82 8.96%
Customer 3 No 1,062.03 8.46%
Customer 4 No 758.17 6.04%
Customer 5 No 735.15 5.85%
Manipal Technologies Limited Yes 632.90 5.04%
Customer 7 No 558.54 4.45%
34Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Customer 8 No 468.15 3.73%
Customer 9 No 433.48 3.45%
Customer 10 No 424.81 3.38%
Total - 7,659.88 60.98%
Note: Names of the other customers forming part of our top 10 customers have not been included due to lack of receipt of consents. The increase in revenue
from MTL primarily reflects sales pertaining to the VDP acquired pursuant to the business transfer agreement. Pending novation of customer contracts, these
transactions were invoiced through MTL, though the underlying sales were to different end customers.
The table below sets forth revenue generated by us from our top 10 customers in Fiscal 2024.
Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Customer 1 No 1,368.97 10.97%
Customer 2 No 1,343.00 10.77%
Customer 3 No 1,098.84 8.81%
Customer 4 No 848.08 6.80%
Customer 5 No 709.81 5.69%
Customer 6 No 602.21 4.83%
Customer 7 No 581.29 4.66%
Customer 8 No 523.60 4.20%
Customer 9 No 409.89 3.29%
Customer 10 No 312.73 2.51%
Total - 7,798.42 62.51%
Note: Names of our top 10 customers have not been included due to lack of receipt of consents.
The table below sets forth revenue generated by us from our top 10 customers in Fiscal 2023.
Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Customer 1 No 1,345.73 14.92%
Customer 2 No 833.22 9.24%
Customer 3 No 795.15 8.81%
Customer 4 No 709.81 7.87%
Customer 5 No 681.93 7.56%
Customer 6 No 443.58 4.92%
Customer 7 No 425.03 4.71%
Customer 8 No 410.14 4.55%
Customer 9 No 409.31 4.54%
Customer 10 No 255.68 2.83%
Total - 6,309.58 69.94%
Note: Names of our top 10 customers have not been included due to lack of receipt of consents.
Any adverse developments with such customers, including because of any dispute with, or disqualification by, such major
customers, may impact our cash flows and liquidity. Factors outside our control that could cause loss or reduction in business
from existing customers include, among other things:
• the business or financial condition and requirements of that customer or the economy generally, such as periods of financial
downturn;
• reduction in demand for cards, cheques, tax stamps, excise labels, encrypted QR codes, anti-counterfeiting solutions or
allied offerings that affect the volume of orders customers place with us;
• the continued viability of the networks of customers for whom we produce cards, including their authorization, clearing
and settlement systems;
• longer renewal cycles for cards as a result of efforts by financial services companies to reduce costs associated with card
replacement and renewal;
• a demand for price reductions by our customers;
• mergers, acquisitions or significant corporate restructurings involving customers; and
• a decision by that customer to switch to one or several of our competitors.
35Terminations or delays in engagements may make it difficult to plan our production requirements. The tenure of our contracts
with our key customers ranges from three years to five years, and may typically be extended as mutually agreed upon. We enter
into master agreements with our customers, which govern the broad terms of our relationship, and then enter into specific
purchase orders that define the quantities and prices of products to be delivered. Our contractual arrangements neither include
exclusivity clauses nor minimum purchase commitments from our customers. Under the terms of our agreements with certain
of our key customers, our customers have the option to terminate such contract with cause or without cause at relatively short
notice. In the event of breach of warranties, we are required to indemnify and reimburse the direct and indirect losses and
damages to the customer. While we limit our liability through contractual arrangements, we cannot assure you that we will be
able to enforce such limitations to the levels of liability that we incur. Such agreements can also be typically terminated in event
of any default on our part with respect to the terms of such agreement. If we fail to meet our contractual obligations in a timely
manner, or at all, our customers may be entitled to liquidated damages or may terminate their contracts with no further liability
or obligation to us. While we have not faced any such instances of loss of key customers or a substantial reduction in demand
from such key customers in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure you that
such instances will not occur in the future. The loss of any one or more of such key customers or a substantial reduction in
demand from such key customers could have an adverse effect on our business, results of operations and financial condition.
2. Purchases from our top 10 suppliers accounted for 64.28%, 62.29%, 59.69% and 60.17% of our total cost of raw
materials in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. We rely on the
timely supply of different raw materials for manufacturing, personalizing and printing our products. Our business
could be adversely affected if our suppliers fail to meet their delivery obligations or raise their prices.
Our production operations depend on adequate supply and deliveries of semiconductor chips/ banking chip modules, overlay
film, PVC sheets, UV inks and varnishes, holograms by vendors and metal and alloy plates, inlay among other materials. For
cheque printing, our key raw materials include MICR-paper, inks, offset printing plates, adhesives, pinning coil, packing
materials, plastic envelopes and other process consumables. For our smart tagging and IOT solution, our key raw materials
include paper, adhesives, foils, inks and other process consumables. We typically enter into master supply agreements for
certain raw materials we require, such as chip modules, which sets out the broad terms of our relationship, and then enter into
specific purchase orders that define the quantities and prices of products to be delivered to us. Set forth below are our cost of
materials consumed and consumption of stock-in-trade for the periods indicated:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) Revenue million) Revenue million) Revenue million) Revenue
from from from from
Operations Operations Operations Operations
(%) (%) (%) (%)
Aggregate 937.71 33.07% 4,602.89 36.65% 5,950.43 47.70% 5,263.86 58.35%
cost of
materials
consumed,
purchase of
stock-in-
trade, and
changes in
inventories of
stock-in-trade
and work-in-
progress
For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
page 427.
From time to time, suppliers may extend lead times, limit the amounts supplied to us or increase prices due to capacity
constraints or other factors. We may not be able to meet the demands of our customers in a timely manner, or at all, due to
shortages in the supply of critical materials. Raw materials supplied to us such as chips and modules require precision and
compliance with quality standards. Additionally, to the extent certain of our products are sourced from a limited number of
suppliers owing to quality specifications, we may not be able to find an adequate replacement for such materials if our suppliers
are unable to meet their delivery obligations to us. For instance, our cost of materials consumed increased from ₹ 5,007.69
million in Fiscal 2023 to ₹ 5,424.71 million in Fiscal 2024 in line with the substantial increase in the cost of the major raw
material i.e., chip modules as there was significant shortage in supply due to the post effects of COVID-19 pandemic. We
cannot assure you that we will be successful in acquiring raw materials in a timely manner and at reasonable costs. Set forth
below are details of raw materials supplied by our top five and top 10 suppliers in the corresponding periods:
36Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) Total Cost of million) Total Cost of million) Total Cost of million) Total Cost of
Raw Raw Raw Raw
Materials Materials Materials Materials
(%) (%) (%) (%)
Largest 170.47 14.46% 874.67 17.71% 911.85 15.33% 1,165.29 19.18%
supplier
Top 5 565.15 47.93% 2,351.99 47.63% 2,564.35 43.12% 2,886.41 47.51%
suppliers
Top 10 757.90 64.28% 3,076.24 62.29% 3,549.71 59.69% 3,655.55 60.17%
suppliers
Note: Names of largest, top 5 and top 10 suppliers have not been disclosed due to non-receipt of consent. Further, suppliers for a particular period/year refer
to only that period/year.
The table below sets forth details of raw materials supplied by our top 10 suppliers in the three months ended June 30, 2025.
Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during the three-month period ended
June 30, 2025 (%)
Supplier 1 No 170.47 14.46%
Supplier 2 No 156.85 13.30%
Supplier 3 No 99.84 8.47%
Techshresta Solutions Private Limited Yes 72.81 6.17%
Supplier 5 No 65.18 5.53%
Supplier 6 No 52.48 4.45%
Manipal Technologies Limited Yes 42.22 3.58%
Supplier 8 No 37.04 3.14%
Supplier 9 No 36.72 3.11%
Supplier 10 No 24.29 2.06%
Total - 757.90 64.28%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent.
The table below sets forth details of raw materials supplied by our top 10 suppliers in Fiscal 2025.
Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during Fiscal 2025 (%)
Supplier 1 No 874.67 17.71%
Techshresta Solutions Private Limited Yes 588.74 11.92%
Supplier 3 No 307.68 6.23%
Supplier 4 No 304.20 6.16%
Manipal Technologies Limited Yes 276.72 5.60%
Supplier 6 No 227.51 4.61%
Supplier 7 No 130.92 2.65%
Supplier 8 No 126.58 2.56%
Supplier 9 No 121.58 2.46%
Supplier 10 No 117.66 2.38%
Total - 3,076.24 62.29%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent.
The table below sets forth details of raw materials supplied by our top 10 suppliers in Fiscal 2024.
Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during Fiscal 2024 (%)
Supplier 1 No 911.85 15.33%
Supplier 2 No 740.21 12.45%
Techshresta Solutions Private Limited Yes 393.89 6.62%
Supplier 4 No 288.60 4.85%
Supplier 5 No 229.81 3.86%
Supplier 6 No 220.65 3.71%
Supplier 7 No 205.53 3.46%
Supplier 8 No 203.72 3.43%
Manipal Technologies Limited Yes 179.39 3.02%
Supplier 10 No 176.07 2.96%
Total - 3,549.71 59.69%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent.
37The table below sets forth details of raw materials supplied by our top 10 suppliers in Fiscal 2023.
Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during Fiscal 2023 (%)
Techshresta Solutions Private Limited Yes 1,165.29 19.18%
Supplier 2 No 710.35 11.69%
Supplier 3 No 418.05 6.88%
Supplier 4 No 385.63 6.35%
Manipal Technologies Limited Yes 207.09 3.41%
Supplier 6 No 173.66 2.86%
Supplier 7 No 159.96 2.63%
Supplier 8 No 158.74 2.61%
Supplier 9 No 157.42 2.59%
Supplier 10 No 119.36 1.96%
Total - 3,655.55 60.17%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent”.
If any one or more of these suppliers of our raw materials, fails to deliver our requirements, our production could be disrupted.
In addition, as a result of a shortage, we may be compelled to delay shipments of our products, or devote additional resources
to maintaining higher levels of inventory. While we have not faced any such instances of delays or shortages in supply of raw
materials that materially affected our operations in the preceding three Fiscals and the three months ended June 30, 2025, we
cannot assure you that such instances will not occur in the future. If we are unable to obtain adequate supplies of quality
materials in a timely manner or if there are significant increases in the cost of these materials, our business, financial condition
and results of operations could be adversely affected.
3. We generate a significant portion of our revenues from sale of cards manufactured by us. Any adverse developments
affecting this vertical may adversely affect our business, results of operations, financial condition, and cash flows.
We generate a significant portion of our revenues from sale of cards manufactured by us. The table below sets forth the
breakdown of our revenue from operations based on the type of products/services for the periods indicated:
Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025
Amount Percentage of Amount Percentage of Amount Percentage of Amount Percentage of
(₹ Revenue from (₹ Revenue from (₹ Revenue from (₹ Revenue from
million) Operations million) Operations million) Operations million) Operations
(%) (%) (%) (%)
Sale of Products
Cards- 1,652.93 58.30% 7,334.84 58.40% 7,437.00 59.61% 5,298.16 58.73%
Manufactured and
traded
Cheque books, 277.85 9.80% 1,107.54 8.82% 1,096.26 8.79% 769.88 8.53%
collaterals and
identity cards
Tax stamps, 411.44 14.51% 1,585.12 12.62% 2,160.62 17.32% 1,594.33 17.67%
Holograms,
Thermal and RFID
products
Others 80.07 2.82% 642.37 5.11% 268.76 2.15% 437.26 4.85%
Sale of Services
Personalization of 119.83 4.23% 548.65 4.37% 856.75 6.87% 546.33 6.06%
Cards
Others 293.07 10.34% 1,342.19 10.69% 655.83 5.26% 375.78 4.17%
Total 2,835.19 100.00% 12,560.71 100.00% 12,475.22 100.00% 9,021.74 100.00%
Factors that could negatively affect the sale of our card products include, among others, changes in the regulatory environment,
intensified market competition, disruptions in the supply chain, evolving customer preferences, macro-economic downturns
and rapid technological innovations. Stringent regulations introduced by payment networks or government authorities
governing card security standards, environmental norms or data-protection requirements may necessitate additional capital
expenditure, certification costs or product redesign, thereby increasing our operational expenses or delaying product launches.
For instance, as per the F&S Report, both total number of transactions as well as value for debit card has fallen in Fiscal 2025,
with the value falling from ₹ 6,626.7 billion in Fiscal 2021 to ₹ 4,962 billion in Fiscal 2025, with the degrowth attributable to
the inclination towards UPI due to ease of use and small to medium merchants pushing for UPI. Heightened competition from
domestic and international players, some of whom may possess greater financial, technical or marketing resources, could affect
the pricing of our products and our market share. Further, disruptions in the procurement of critical raw materials, whether
38caused by geopolitical tensions, natural calamities, pandemics or logistic bottlenecks, may impair our ability to manufacture
and deliver cards on schedule, resulting in order cancellations or revenue shortfalls. Shifts in end-user preferences towards
digital wallets, virtual cards, or alternative payment form factors may lead to a decline in demand for physical cards. Rapid
technological advancements could render our existing product portfolio obsolete, requiring us to commit substantial resources
to research, development and capital expenditure in order to retain competitiveness. Any of these adverse developments
affecting the card-manufacturing vertical could have an adverse effect on our business, results of operations, financial condition
and cash flows.
4. Our Promoter, Tonse Gautham Pai and Primacy Industries Private Limited (“PIPL”), one of our Group Companies
and an entity forming part of the members of our Promoter Group, have provided personal and corporate
guarantees, respectively, in relation to financing arrangement availed by MVP Group International Inc., one of
the members of our Promoter Group. The invocation of such guarantees and involvement of our Promoter and
PIPL pose a material risk to our business operations, reputation and financial condition.
MVP Group International Inc. (“MVP”), a member of our Promoter Group and subsidiary of one of our Group Companies (i.e.
PIPL), availed credit facilities from Bank of Baroda (“Bank”), New York Branch. For these facilities, our Promoter, Tonse
Gautham Pai, provided a personal guarantee for an amount of USD 80,061,000.00 (“Personal Guarantee”), and PIPL,
provided a corporate guarantee for an amount of USD 55,486,000. On account of MVP’s inability to repay the loan availed
from the Bank, the Bank invoked the Personal Guarantee to the extent of USD 77,461,427.07 and initiated insolvency
proceedings against Tonse Gautham Pai. The Bank also invoked PIPL’s corporate guarantee and marked a lien on PIPL's bank
account for the pending amount of USD 22.20 million and debited the account for such amount, pursuant to which PIPL filed
a writ petition dated March 28, 2023, in the High Court of Karnataka, against the Bank, NY Branch, challenging inter alia the
marking of the lien on the aforesaid amount and the invocation of PIPL’s corporate guarantee and prayed for reversal of the
remittance. Tonse Gautham Pai contended before the Karnataka High Court, by way of a writ petition prayed (i) to restrain the
National Company Law Tribunal, Bangalore, from taking any action in furtherance of the Application; and (ii) to set aside and
quash the said Application. The Karnataka High Court vide order dated July 12, 2024 (the “Interim Order”), granted Tonse
Gautham Pai an interim stay. The Bank, through its Manipal branch, has filed an application dated August 20, 2024 for vacation
of the Interim Order. The matter is currently pending. For details, please see “Outstanding Litigation and Material
Developments – Litigation involving our Group Companies” on page 463.
Considering these legal proceedings involve significant monetary claims and could result in adverse findings or liabilities
against a member of our Promoter Group, one of our Promoters and one of our Group Companies, which may further have an
adverse impact on our reputation, business operations and financial condition.
5. Our planned acquisition of second-hand equipment as part of the Objects of the Offer carries inherent operational,
efficiency and financial risks.
We intend to utilize a portion of the Net Proceeds from the Fresh Issue, specifically ₹ 2,871.43 million, for funding the capital
expenditure requirements of our Company, purchasing and setting up of new and second-hand equipment at (a) card
manufacturing facility, personalization bureau and cheque printing facility in Manipal, Karnataka, (b) personalization bureau
and cheque printing facility in Chennai, Tamil Nadu, Noida, Uttar Pradesh, and personalization bureau in Navi Mumbai,
Maharashtra, (c) cheque printing facilities in Navi Mumbai, Maharashtra and Howrah, West Bengal, (d) central cards processing
centers at Chhattisgarh RTO, and (e) Smart Tagging and IoT Solutions facility in Manipal. Our plans include acquiring certain
equipment that is stated to be second-hand.
We operate certain equipment on lease from various vendors. We typically enter into master lease agreement with lessors for a
period of 60 months (extendable by mutual consent) of equipment wherein we are required to pay monthly or quarterly rentals
for such equipment. The terms of our equipment lease agreement also provide for early termination of such lease agreements
in case of any events of default, which include, inter alia, (i) failure to make payments on due date, (ii) failure to take insurance
of the equipment obtained on lease, (iii) material adverse change in the financial condition of our Company, and (iv) default of
debt obtained from any bank/ financial institution. Such equipment forms part of the second-hand equipment which our
Company proposes to fund from the Net Proceeds. For details, see “Objects of the Offer – Details of objects of the Offer –
Capital Expenditure on Equipment” on page 129. While there have not been instances of early termination of our equipment
lease agreements in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure you that such early
termination shall not occur in future and adversely affect our business, financial condition and results of operations.
The purchase of second-hand equipment carries inherent risks that differ from acquiring new equipment. These risks include
uncertainty regarding the actual condition, operational history, and remaining useful life of the equipment, which may deviate
from estimated balance life. Second-hand equipment may be more prone to unexpected breakdowns, requiring frequent or
costly maintenance and repairs compared to new equipment. It may also operate at lower levels of efficiency or performance
than anticipated, potentially impacting our production output and operational costs.
39The estimated balance life of the second-hand equipment proposed to be purchased from the Net Proceeds of the Offer ranges
between 3.67 years to 14.75 years. While we have obtained quotations for the proposed equipment, including estimates for
second-hand items and their estimated age and balance life, we have not yet entered into definitive agreements or placed firm
orders for all of them. Delays in placing orders, revisions in quotations, or the inability of vendors to supply the equipment as
quoted or in a timely manner could occur. If the acquired second-hand equipment does not perform as expected, requires
excessive maintenance, or fails prematurely, it could lead to disruptions in our production schedules, increased operating
expenses, reduced capacity utilization, and potential time and cost overruns for the proposed capital expenditure. These factors,
individually or collectively, could have an adverse effect on our business operations, financial condition, cash flows, and results
of operations.
6. Certain Equity Shares held by Manipal Technologies Limited in our Company have been pledged in favour of
Catalyst Trusteeship Limited. Invocation of the pledge on the Pledged Shares may result in indirect change in
control of our Company which could adversely affect the trading price of our Equity Shares of face value of ₹ 2
each.
Pursuant to the unattested share pledge agreement dated April 23, 2024, 86,225,208 Equity Shares (including five Equity Shares
of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao,
Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, as registered holders, of
which Manipal Technologies Limited is the beneficial owner) of face value of ₹ 2 each held by Manipal Technologies Limited
(the “Pledged Shares”) in our Company, have been pledged in favour of Catalyst Trusteeship Limited, in relation to Non-
Convertible Debentures issued by MMNL. While the Pledged Shares are intended to be released on or before the date of filing
the Red Herring Prospectus, such release is expressly conditional upon full compliance with the terms of the pledge agreement.
In the event that any condition precedent or subsequent is not satisfied, the release may be delayed or withheld. The invocation
of the pledge on the Pledged Shares may result in indirect change in control of our Company which could adversely affect the
trading price of our Equity Shares of face value of ₹ 2 each.
One of our Promoters, Manipal Media Network Limited, has issued the MMNL NCDs for its general corporate purpose and
working capital purposes, among others, and has entered into Debenture Trust Deed dated March 26, 2024 with Catalyst
Trusteeship Limited (the “Debenture Trustee”, and such deed is referred to as the “MMNL Debenture Trust Deed”).
As a security for the issue of MMNL NCDs, prior to the implementation of the Composite Scheme of Amalgamation and
Arrangement, Manipal Media Network Limited had pledged all of its shareholding in Manipal Technologies Limited
(representing 80.93 % of its equity share capital) in favour of the Debenture Trustee (the “MTL Pledged Shares”). Pursuant
to the Scheme approved by the NCLT vide order dated August 29, 2025, such shareholding of MMNL in MTL stands cancelled
and the MTL Pledged Shares have ceased to exist. Accordingly, the security structure under the MMNL NCDs is subject to
modification or substitution in accordance with the directions of the Debenture Trustee and applicable law.
Prior to the implementation of the Scheme, Manipal Media Network Limited had issued irrevocable powers of attorney in
favour of the security agent for sale of the MTL Pledged Shares in case of an event of default under the MMNL Debenture
Trust Deed. Pursuant to the cancellation of MMNL’s shareholding in MTL, such powers of attorney are no longer operative in
respect of MTL Pledged Shares. The MMNL NCDs imposes numerous obligations and restrictions on Manipal Media Network
Limited that are based in part on compliance of our Company with certain financial and operational parameters, and Manipal
Media Network Limited is required to ensure our compliance with those parameters. Some of these obligations and restrictions
on Manipal Media Network Limited include the following:
• application of proceeds resulting from disposal of Equity Shares of face value of ₹ 2 each by Manipal Technologies
Limited;
• ensure that authorisations held by our Company from certain card networks are valid and/ or renewed within the stipulated
time;
• our Company should be eligible to bid for contracts from public sector banks in India;
• obligation to impose limitations on certain corporate actions by our Company including, acquisitions, investments, joint
ventures, disposals, creation of encumbrance, and incurring financial indebtedness;
• obligation to limit changes in the general nature of the business of our Company; and
• obligation to ensure compliance with certain other covenants which are in the nature of compliance with financial and
operational parameters of our Company.
These obligations and restrictions are legal obligations on Manipal Media Network Limited, which may indirectly limit the
financial and operational flexibilities of our Company. Manipal Media Network Limited is required to pay an annual interest
of varying rates to the holders of MMNL NCDs, as set out in the MMNL Debenture Trust Deed, which shall now be borne by
Manipal Technologies Limited, pursuant to the composite scheme of amalgamation and arrangement.
40Redemption amounts of ₹ 900.00 million, ₹ 1,400.00 million and ₹ 3,050.00 million are scheduled to be repaid by MMNL on
March 31, 2026, September 30, 2026 and March 31, 2027, respectively. As of the date of this Updated Draft Red Herring
Prospectus – I, MMNL has partly prepaid a portion of the NCDs issued and an amount of ₹ 3,139.00 million is outstanding,
which shall be paid by one of our Corporate Promoters, Manipal Technologies Limited, pursuant to the composite scheme of
amalgamation and arrangement.
Invocation of the pledges on the MPI Pledged Shares subsequent to the Offer may result in indirect change in control of our
Company and the acquirer having to make an open offer for the Equity Shares, in accordance with the Takeover Regulations,
which could adversely affect the trading price of our Equity Shares of face value of ₹ 2 each.
Further, our Company and MTL have provided a corporate guarantees for the MMNL NCD, amounting to ₹ 3,139.00 million
(i.e. outstanding amount) as on the date of this Updated Draft Red Herring Prospectus – I. Additionally, our Company has
undertaken that (a) upon failure by MMNL to repay any part of the outstanding amount on its due date, our Company shall
immediately pay such portion of the outstanding amount; and (b) in case the obligation of our Company becomes unenforceable,
our Company will indemnify the debenture holders and the debenture trustee against any cost, loss or liability which they incur
as a result of MMNL not paying any portion of the outstanding amount. This guarantee is a continuing guarantee and shall be
valid and subsisting until the date on which the outstanding amount has been fully, unconditionally and irrevocably discharged
to the satisfaction of the debenture trustee and the debenture holders.
In the event that MMNL defaults on the repayment of the MMNL NCDs for which this corporate guarantee has been provided,
the lenders may seek to enforce the guarantee against our Company. The enforcement of a corporate guarantee may require our
Company to make significant payments to the lenders. Such unexpected and substantial cash outflows could place a severe
strain on our liquidity and financial resources. If we are required to fulfil the obligations under this corporate guarantee, it could
have a material adverse effect on our business, financial condition, cash flows, and results of operations.
7. In order to be registered with payment networks such as MasterCard and RuPay, we are required to comply with
extensive security requirements. Failure to comply with such security requirements may lead to revocation of our
registration, which may adversely affect our business, financial condition, results of operations and cash flows.
In order to provide our card manufacturing services, we have obtained registrations and certifications from companies who
operate the financial payment networks behind our payment solutions. In order to be eligible to provide services such as card
manufacturing, embossing, personalizing, encoding, and chip personalizing and embedding, we have obtained registrations
from MasterCard, and RuPay, among others, as of June 30, 2025. These networks require us to comply with standards on card
production and security requirements. For instance, in connection with our certification of compliance for RuPay cards, our
facilities are required to adhere to payment card industry (PCI) security standards council (SSC) card production and
provisioning (CP) physical and logical security requirements guidelines, as may be applicable and updated from time to time,
as per certification issued by the National Payments Corporation of India. Each of our card facilities need to undergo assessment
for compliance with various networks’ requirements, and depending on the outcome of such assessment, our facilities are
individually certified as eligible to undertake activities for the manufacturing and distribution of cards. These compliance
certifications are required to be maintained on a facility level and are due to expire periodically. While we have not faced any
such instances of failure to maintain or renew such registrations in the preceding three Fiscals and the three months ended June
30, 2025, we cannot assure you that such instances will not occur in the future. We cannot assure you that we will continue to
be eligible to undertake each of the processes that we are presently able to, or that our registrations and certifications by such
networks will continue to be renewed. If we fail to comply with the standards prescribed, or if our facilities do not qualify for
certain activities, we may not be able to utilize our facilities effectively, and the volume of production may be affected. If
networks impose more stringent criteria, we may need to expend additional resources to meet such criteria, and if our
certifications are revoked or cancelled, we may lose the ability to produce payment solutions for or provide services to banks
and financial institutions issuing cards on the relevant networks. If we are not able to produce payment solutions for or provide
services to any or all of the issuers issuing debit or credit cards on such networks, we could lose a substantial number of our
customers and our financial condition and results of operations would be adversely affected. See, “− Our top 10 customers
accounted for 69.22%, 60.98%, 62.51% and 69.94% of our revenue from operations in the three months ended June 30,
2025 and Fiscals 2025, 2024 and 2023, respectively. Loss of any of our key customers, or reduction in revenue earned from
such key customers, may have an adverse effect on our business, financial condition and results of operations.” on page 34.
8. Our Promoter, Tonse Gautham Pai, has provided guarantees in connection with our borrowings. Our business,
financial condition, results of operations and prospects may be adversely affected by the revocation of all or any of
the guarantees provided by our Promoter in connection with our borrowings.
Our Promoter, Tonse Gautham Pai, has provided a personal guarantee for our outstanding borrowings from one of our lenders,
amounting to ₹ 900.00 million as of August 31, 2025. If this personal guarantee is revoked, our lender may require alternative
guarantees or cancel such loans or facilities, entailing repayment of amounts outstanding under such facilities. If we are unable
to procure alternative guarantees satisfactory to our lender, we may need to seek alternative sources of capital, which may not
be available to us at commercially reasonable terms or at all, or to agree to more onerous terms under our financing agreements,
41which may limit our operational flexibility. There has been one instance of invocation of personal guarantee provided by Tonse
Gautham Pai in Fiscal 2022. For details, see “– Our Promoter, Tonse Gautham Pai and Primacy Industries Private Limited
(“PIPL”), one of our Group Companies and an entity forming part of the members of our Promoter Group, have provided
personal and corporate guarantees, respectively, in relation to financing arrangement availed by MVP Group International
Inc., one of the members of our Promoter Group. The invocation of such guarantees and involvement of our Promoter and
PIPL pose a material risk to our business operations, reputation and financial condition.” and “Outstanding Litigation and
Material Developments – Litigation Involving our Promoters – Other material proceedings initiated against our Promoters”
on pages 38 and 462, respectively. Accordingly, our business, financial condition, results of operations and prospects may be
adversely affected by the revocation of all or any of the guarantees provided by our Promoters in connection with our
outstanding borrowings. For further information, see “Restated Financial Information” and “Financial Indebtedness” on
pages 354 and 456, respectively.
9. There have been instances of non-compliance with rules and regulations framed by the RBI, in relation to issuances
of securities of our Company, particularly in relation to delay in reporting requirements and refund of excess share
application amount. We had filed a compounding application with the RBI and have received a compounding order.
We cannot assure you that any regulatory proceedings or actions will not be initiated against us in the future and
we will not be subject to any penalty imposed by regulatory authorities.
Pursuant to the instructions received from the RBI, our Company had filed a compounding application dated February 22, 2024
with the Regional Director, Compounding Authority, Reserve Bank of India, Foreign Exchange Department, Bangalore, India
(“Compounding Authority”) for compounding of contraventions of the provisions of the Foreign Exchange Management Act,
1999 and the rules and regulations issued thereunder, each as amended (“FEMA”). The contraventions sought to be
compounded were:
(i) Delay in reporting receipt of foreign inward remittances towards subscription to equity;
(ii) Delay in submission of Form FC-GPR to the Reserve Bank of India, after issue of shares to a person resident outside
India; and
(iii) Delay in allotment of shares after receipt of consideration, delay in refund of refund of excess share application amount
and allotment of shares prior to receipt of consideration, in terms of Paragraph 9(1)(A), 9(1)(B) and 8 respectively, of
Schedule 1 to the Foreign Exchange Management (Transfer or issue of security by a person resident outside India)
Regulations, 2000, as amended (“Compounding Application”)
Set forth below are details in relation to instances of delay in reporting receipt of foreign inward remittances:
S. No. Amount (₹) Date of Receipt Date of Reporting Delay in reporting
1 6,182,690.85 January 1, 2014 September 16, 2014 Seven months, 16 days
2 12,435,253.84 February 20, 2014 September 16, 2014 Five months, 25 days
3 17,322,857.56 February 26, 2014 September 16, 2014 Five months, 19 days
4 35,448,202.20 December 20, 2013 November 25, 2015 One year, 10 months, six days
5 12,834,383.92 April 12, 2012 August 13, 2015 Three years, three months, one day
6 9,884,258.28 June 28, 2012 August 13, 2015 Three years, 16 days
7 5,353,284.50 June 9, 2011 August 13, 2015 Four years, one month, four days
8 5,374,880.00 June 13, 2011 August 13, 2015 Four years, one month
9 5,374,880.00 June 13, 2011 August 13, 2015 Four years, one month
10 5,389,277.00 June 20, 2011 August 13, 2015 Four years, 24 days
11 12,371,285.53 February 8, 2010 August 13, 2015 Five years, five months, three days
12 6,999,250.00 February 12, 2010 November 30, 2015 Five years, eight months, 16 days
13 5,339,250.00 February 18, 2010 November 30, 2015 Five years, eight months, 10 days
14 7,951,562.64 April 21, 2008 October 20, 2008 Four months, 29 days
15 8,549,529.75 July 14, 2008 October 20, 2008 Two months, seven days
16 16,000,000.00 October 17, 2008 December 4, 2008 18 days
Set forth below are details in relation to instances of delay in submission of Form FC-GPR to the Reserve Bank of India, after
issue of shares to a person resident outside India:
S. No. Amount (₹) Number of shares Date of Allotment Date of reporting Delay in reporting
1 70,920,000.00 7,092,000 March 7, 2014 October 8, 2015 One year, six months,
two days
2 37,764,000.00 3,776,400 July 18, 2012 October 8, 2015 Three years, one month,
21 days
42S. No. Amount (₹) Number of shares Date of Allotment Date of reporting Delay in reporting
3 24,720,000.00 2,472,000 February 28, 2010 October 8, 2015 Five years, six months,
eight days
Set forth below are details in relation to instances of delay in allotment of shares after receipt of consideration:
S. No. Amount (₹) Date of Receipt Date of Allotment Delay Period
1 5,353,284.50 June 9, 2011 July 18, 2012 Seven months, 12 days
2 5,374,880.00 June 13, 2011 July 18, 2012 Seven months, eight days
3 5,374,880.00 June 13, 2011 July 18, 2012 Seven months, eight days
4 5,389,277.00 June 20, 2011 July 18, 2012 Seven months, one day
5 7,951,562.64 April 21, 2008 October 19, 2008 One day
Set forth below are details in relation to instances of delay in relation to refund of refund of excess share application amount:
S. No. Amount (₹) Date of Receipt Date of Refund Delay Period
1 480,802.25 February 26, 2014 August 6, 2018 Three years, 11 months and 12 days
2 3,836,642.20 June 28, 2012 Five years, seven months and 12 days
3 11,285.53 February 8, 2010 Seven years, 11 months and 30 days
4 501,092.39 July 14, 2008 Nine years, six months and 27 days
5 63,302 June 20, 2011 March 13, 2018 Six years, two months and 24 days
6 10,000 June 20, 2011 April 3, 2018 Six years, three months and 17 days
7 2,515,520.00 June 20, 2011 March 17, 2017 Five years, three months
Set forth below are details in relation to instance of allotment of shares prior to receipt of consideration:
S. No. Amount (₹) Date of Allotment Date of Receipt Period of Contravention
1. 11,798.00 March 7, 2014 March 26, 2018 Four years and 19 days
Pursuant to an order dated May 23, 2024 passed by the Compounding Authority (“Compounding Order”), the Compounding
Authority compounded the admitted contraventions on payment of ₹ 1.59 million.
Subsequently, we have received a certificate of completion dated June 26, 2024 post submission of ₹ 1.59 million with the
Compounding Authority, in compliance with the Compounding Order. We cannot assure you that such inaccuracies or delays
will not happen in the future and that our Company will not be subject to any action, including monetary penalties by statutory
authorities on account of any inadvertent discrepancies in, or non-availability of, or delays in filing of, any of its secretarial
records and filings, which may adversely affect our reputation.
10. We enter into certain related party transactions in the ordinary course of our business and we cannot assure you
that such transactions will not have an adverse effect on our results of operation and financial condition.
We have entered into transactions with related parties in the past, including purchase of material of ₹1,165.29 million from
Techshresta Solutions Private Limited in Fiscal 2023. Further, during Fiscal 2025, our Company acquired 10,000 fully paid-up
equity shares of Primacy Industries Private Limited, each with a nominal value of ₹ 100 representing 0.19% of the equity share
capital of Primacy Industries Private Limited for a consideration of ₹ 1.35 million and 33,990,000 fully paid-up compulsory
convertible debentures of Primacy Industries Private Limited, each with a nominal value of ₹ 100 for a consideration of ₹
4,498.65 million. These instruments were subsequently sold to MTL, resulting in a recognized profit of ₹ 1,100.00 million.
Further, certain purchasers and suppliers, as disclosed in “– Our top 10 customers accounted for 69.22%, 60.98%, 62.51% and
69.94% of our revenue from operations in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023,
respectively. Loss of any of our key customers, or reduction in revenue earned from such key customers, may have an adverse
effect on our business, financial condition and results of operations” and “– Purchases from our top 10 suppliers accounted
for 64.28%, 62.29%, 59.69% and 60.17% of our total cost of raw materials in the three months ended June 30, 2025 and
Fiscals 2025, 2024 and 2023, respectively. We rely on the timely supply of different raw materials for manufacturing,
personalizing and printing our products. Our business could be adversely affected if our suppliers fail to meet their delivery
obligations or raise their prices” on pages 34 and 36, respectively, are also our related parties. In addition, some of our
properties have been leased from related parties, as disclosed in “Our Business – Business Operations – Properties” on page
301.
All such transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and other applicable
regulations pertaining to the evaluation and approval of such transactions and have not been prejudicial to the interests of our
Company. We may enter into related party transactions in the future. All related party transactions that we may enter into post-
listing, will be subject to an approval by our Audit Committee, Board, or Shareholders, as required under the Companies Act
43and the SEBI Listing Regulations. Such related party transactions in the future or any other future transactions may potentially
involve conflicts of interest which may be detrimental to the interest of our Company and we cannot assure you that such
transactions, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have
an adverse effect on our business, financial condition, results of operations, cash flows and prospects. Set forth below are details
of our related party transactions in each of the corresponding periods:
Three months ended June 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Related Party Percentage of Related Party Percentage of Related Party Percentage of Related Party Percentage of
Transactions Revenue from Transactions Revenue from Transactions Revenue from Transactions Revenue from
(₹ million) Operations (₹ million) Operations (₹ million) Operations (₹ million) Operations
(%) (%) (%) (%)
760.04 26.81% 12,071.24 96.10 1038.97 8.33% 5886.30 65.25%
To the extent we may extend any loans or advances to related parties, or provide guarantees or security, we may face risks in
relation to default by such related parties or potential non-recovery. For further information, see “Summary of the Offer
Document – Summary of Related Party Transactions” and “Restated Financial Information – Note 55 – Related party
disclosures” on pages 27 and 415, respectively.
11. Any slowdown, system outages, or disruption in our manufacturing operations, personalization bureaus and
printing facilities could have an adverse impact on our business operations and financial performance.
As of the date of this Updated Draft Red Herring Prospectus – I, we serve our customers through 10 facilities across India.
These include one card manufacturing facility and personalization bureau in Manipal Karnataka, one card manufacturing
facility and cheque printing facility in Manipal, Karnataka, one personalization bureau in Navi Mumbai, Maharashtra, one
personalization bureau and cheque printing facility each in Noida, Uttar Pradesh and Chennai, Tamil Nadu, one cheque printing
facility each in Navi Mumbai, Maharashtra and Howrah, West Bengal; and three facilities for smart tagging and IOT solutions
along with coated products business in the states of Manipal, Karnataka and Bengaluru, Karnataka. Any disruption in our
manufacturing, personalisation or printing operations involving the shutdown of any of our facilities resulting from factors such
as cancellation of certification from the relevant regulatory authorities and our customers, socio-economic, regulatory, policy
or political developments, force majeure, natural calamities or civil disruption, could adversely affect our business and financial
performance. Further, owing to nature of our operations, the ability to efficiently execute and operate business functions and
systems without interruption is critical. Operational interruptions could also cause us to become liable to third parties, including
our customers. We cannot assure you that these facilities will operate as expected, or that we will be able to integrate them with
our existing operations. We may face unexpected operational interruptions at our newly commenced facilities owing to their
limited operating history, which may limit our expected productivity.
Our business is therefore dependent on our ability to ensure continued operations and production at optimal levels, which may
be impacted by various operating risks, including industrial accidents, natural disasters, interruptions in power supply,
workforce productivity, regulatory developments and compliance as well as adequate and timely supply of material from our
vendors. While we have not faced any such instances of slowdown, system outages, or disruptions in our manufacturing
operations, personalization bureaus and printing facilities that materially affected our operations in the preceding three Fiscals
and the three months ended June 30, 2025, we cannot assure you that such instances will not occur in the future. Any significant
malfunction or breakdown of our equipment, particularly precision equipment that is hard to replace, may also entail significant
repair and maintenance costs and cause delays in our operations.
12. Our contracts with customers subject us to extensive compliance requirements. Failure to comply with the terms of
these contracts may lead to actions against us for such breach, including termination of such contracts, which may
adversely affect our business, financial condition and results of operations.
We are contractually required to maintain standards for information security management and data privacy and implement
policies to ensure compliance with the same. The terms of our contracts with customers include extensive compliance
requirements, for us to continue to be eligible to offer our services to customers. Our contracts may require us to, among others:
• comply with individual customers’ information technology and information security policies;
• obtain information technology systems and security certifications from third party agencies;
• be registered with specific networks such as MasterCard or NPCI. For further information, see “− In order to be
registered with payment networks such as MasterCard and RuPay, we are required to comply with extensive security
requirements. Failure to comply with such security requirements may lead to revocation of our registration, which
may adversely affect our business, financial condition, results of operations and cash flows.” on page 41;
• comply with codes of conduct, rules and regulations of each customer as applicable to us;
44• maintain necessary consents, approvals, licenses and permits under applicable law, and promptly notify customers of
any expiry, modification or suspension of such approvals;
• inform customers of any change in name, material change in constitution, or seek consent for such changes;
• make our manufacturing facilities and personalization bureaus, along with relevant records, available for inspection
and audit by certain customers, correct any deficiencies noted, and reimburse customers for any discrepancies;
• ensure that there is no co-mingling of information, documents, records and assets among different customers that we
service; and
• protect all confidential information, including privacy of the end-customers, that we may come into possession of in
course of our business.
While there have been no instances of contract termination, refusal of providing necessary compliance certifications, or claims
of indemnity against us in the preceding three Fiscals and the three months ended June 30, 2025, any failure to comply with the
terms of the contracts may lead to termination of such contracts, along with claims against us for indemnity and damages.
Further, while there have been no such instances of failure to maintain applicable standards in products manufactured by our
Company in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure you that any such instances
will not occur in future. Product liability claims, regardless of their merits or the ultimate success of the defence against them,
are expensive and would likely require us to incur substantial amounts on litigation, divert our management’s time and attention,
lead to termination of contracts with customers and consequently adversely affect our financial condition, reputation and
marketability of our products.
13. Breaches in the security of our systems may adversely affect our business, financial condition and results of
operations.
The reliability and security of our information technology (“IT”) infrastructure and our ability to protect sensitive and
confidential information of our customers, which include many financial institutions, is critical to our business. Our handling
of sensitive cardholder data, including cardholder names, account numbers and similar information, makes us a potential target
of cyber-attacks and threats to our IT systems. We may face attempts by others to penetrate our computer systems and networks
to misappropriate this information or interrupt our business. Such attempts may include phishing and trojans, hacking, data
theft, ransomware, advanced persistency threat, and similar efforts which may remain undetected or unremedied for long
periods. Any system or network disruption could result in a loss of our intellectual property, the release of sensitive cardholder
information, customer or employee personal data, or the loss of production capabilities at one or more of our production
facilities. See “Our Business – Business Operations – Information Technology” on page 283. While no security breaches
have been identified, reported and escalated in the preceding three Fiscals and the three months ended June 30, 2025, the
protective measures we have in place may not prevent system or network disruptions and may be insufficient to prevent or limit
the damage from any future security breaches which may have an adverse impact on our reputation, business, results of
operations and financial condition. As a result, we may also be subject to penalties for breach of obligations under the Digital
Personal Data Protection Act, 2023, as amended or the applicable laws of the jurisdictions where we operate and serve our
customers.
Set forth below are details in relation to expenditure incurred by us on technology in the periods indicated.
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of Revenue million) of Revenue million) of Revenue million) of Revenue
from from from from
Operations Operations Operations Operations
(%) (%) (%) (%)
Expenditure 26.95 0.95% 68.02 0.54% 54.96 0.44% 34.09 0.38%
incurred on
technology
In addition, our encryption systems are at risk of being breached or decoded. Any significant advances in technology that enable
the breach of cryptographic systems, malicious software infiltration or allow for the exploitation of weaknesses in such systems,
could result in a decline in the security we are able to provide through this technology. Any material breach of our systems
could harm our competitive position, result in a loss of customer trust and confidence, and cause us to incur significant costs to
remedy the damages caused by system or network disruptions, whether caused by cyber-attacks, security breaches or otherwise,
which could ultimately have an adverse effect on our business, financial condition and results of operations. In addition, as
these threats continue to evolve, we may be required to invest additional resources to modify and enhance our information
security and controls or to investigate and remediate any security vulnerabilities. If we do not allocate and effectively manage
45the resources necessary to implement and sustain the proper IT infrastructure, we could be subject to transaction errors,
processing inefficiencies and, in some instances, loss of customers.
14. We depend on The Manipal Group, including its brand and recognition, for our operations. Any change in our
relationship with The Manipal Group could adversely affect our operations and our ability to retain and expand
our customer base.
We are a part of The Manipal Group, which offers solutions across industry verticals such as banking, financial services and
insurance, media publishing, consumer goods and retail.
Zeta Infotech Private Limited (“Zeta”) is the sole and absolute owner of the certain trademarks, including the mark “The
Manipal Group”, variations thereof, and related marks (collectively, the “Manipal Trademarks”). Zeta is one of the members
of our Promoter Group, and 99.99% of the shareholding of Zeta is held by the Promoter Trust. Zeta has granted MTL the non-
exclusive right to use and sublicense the Manipal Trademarks, by way of a Brand License Agreement entered into between
Zeta and MTL effective on April 1, 2024. Further, pursuant to the Brand Equity, Business Promotion and Strategic Services
Agreement dated March 30, 2024 entered into between MTL and our Company effective on April 1, 2024 (the “Manipal
Trademark Agreement”) as amended by an addendum to the Manipal Trademark Agreement dated March 30, 2024 and
effective April 1, 2024 and further amended by way of an addendum to Brand Equity, Business Promotion and Strategic
Services Agreement dated June 6, 2025, MTL has granted to our Company a non-exclusive, non-transferable and revocable
right to use the Manipal Trademarks, along with certain marketing indicia of the brand.
As per the Manipal Trademark Agreement as amended, as consideration for the usage of the Manipal Trademarks and marketing
indicia of the brand, from Fiscal 2026, our Company is liable to pay user royalty and management fee at the rate of 1.75% of
the net turnover of our Company, on a monthly basis, subject to a maximum aggregate payment of ₹ 400.00 million in a financial
year. For this purpose, MTL raises an invoice on a monthly basis and late payment penalty at the rate of 12% per annum is
leviable. The rate of levy user royalty and management fee is subject to period review. The royalty and management fee paid
by our Company under the Manipal Trademarks Agreements for the three months ended June 30, 2025 and Fiscals 2025, 2024
and 2023 was ₹ 50.28 million, ₹ 334.45 million, ₹ nil and ₹ nil, respectively.
Our growth and future success is influenced, in part, by our continued relationship with our Promoters and The Manipal Group.
Being a part of The Manipal Group, we benefit from its legacy and reputation, and most of our Key Managerial Personnel and
members of the senior management have been associated with The Manipal Group in the past. In addition, basis the Manipal
Trademark Agreement, our Company receives certain strategic management services from MTL, which assist our Company in
our day-to-day business decisions, overall functioning, policy making and compliance with best standards of governance. The
strategic services, as set out under the Manipal Trademark Agreement, are in relation to (a) strategic advice; (b) mergers /
acquisitions / restructuring advisory; (c) financial, treasury and legal advice, (d) public relations and marketing advisory; and
(e) operations advisory.
We cannot assure you that our relationship with The Manipal Group will not deteriorate in future, or that we will continue to
be able to benefit from the goodwill and recognition of The Manipal Group. In addition, any adverse developments involving
The Manipal Group, including any negative publicity, litigation or other events, may impact our reputation and brand as well.
15. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a
poor rating may restrict our access to capital and thereby adversely affect our business and results of operations.
The cost and availability of capital depends on our credit ratings. Credit ratings reflects the opinion of the rating agency on our
management, track record, diversified customer base, increase in scale and operations and margins, medium term revenue
visibility and operating cycle. The following table sets forth our details of credit rating as of the corresponding dates:
Instruments Rating Agency Rating
As of March 31, 2023
Fund based working capital limits ₹ 800 million India Ratings and Research* IND BBB+/ Stable/ IND A2
Non-fund based limit ₹ 185 million IND A2
Term loan ₹ 301 million IND BBB+/ Stable
As of March 31, 2024
Long term bank facilities ₹ 1,078 million Infomerics Valuation and IVR BBB+/ Positive
Long term debt facilities ₹ 350 million Ratings Private Limited** IVR BBB+/ Positive
Short term bank facilities ₹ 185 million IVR A2
As of March 31, 2025
Long Term Bank Facilities – Cash credit ₹ 400 million Infomerics Valuation and IVR A-/Stable
Fund based Bank Facilities – Term loan ₹ 278 million Ratings Private Limited*** NA^
Debt Facilities - NCD ₹ 350 million NA^
Non Fund Based Bank Facilities - LC ₹ 185 million NA^
As of June 30, 2025
Long Term Bank Facilities – Cash credit ₹ 400 million IVR A-/Stable
46Instruments Rating Agency Rating
Fund based Bank Facilities – Term loan ₹ 278 million Infomerics Valuation and NA^
Debt Facilities - NCD ₹ 350 million Ratings Private Limited**** NA^
Non Fund Based Bank Facilities - LC ₹ 185 million NA^
^Withdrawn
*Based on credit ratings provided by India Ratings and Research on August 17, 2022.
**Based on credit ratings provided by Infomerics Valuation and Ratings Private Limited on June 12, 2023.
***Based on credit ratings provided by Infomerics Valuation and Ratings Private Limited on December 2, 2024.
****Based on credit ratings provided by Infomerics Valuation and Ratings Private Limited on December 2, 2024.
Our inability to obtain such credit rating in a timely manner or any non-availability of credit ratings, or poor ratings, or any
downgrade in our credit ratings could increase borrowing costs, will give the right to our lenders to review the facilities availed
by us under our financing arrangements and adversely affect our access to capital and debt markets, which could in turn
adversely affect our interest margins, our business, results of operations, financial condition and cash flows.
16. Under-utilization of our manufacturing facilities, personalization bureaus and printing facilities could have an
adverse effect on our business, results of operations and financial condition.
The level of our capacity utilization at our manufacturing facilities, personalization bureaus and printing facilities can impact
our operating results. High capacity utilization allows us to spread our fixed costs, resulting in higher gross profit margin.
Failure to optimally use our existing capacities could lead to a strain on our financial and operational efficiency. Our capacity
utilisation for plastic card manufacturing was 50.11%, 65.95%, 86.36% and 79.33%, of the installed capacity for plastic card
manufacturing in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. The decline in our
capacity utilisation for plastic card manufacturing from 65.95% in Fiscal 2025 to 50.11% in the three months ended June 30,
2025, was primarily on account of delay in getting purchase orders for the plastic cards. Our capacity utilisation for metal card
manufacturing was 37.26%, 89.98% and 7.33% of the installed capacity for metal card manufacturing in the three months ended
June 30, 2025, Fiscals 2025 and 2024, respectively. The decline in our capacity utilisation for metal card from 89.98% in Fiscal
2025 to 37.26% in the three months ended June 30, 2025, was primarily on account of incremental capacity build-up and delay
in getting purchase orders for the metal cards. Our capacity utilisation for cheque leaf printing was 36.86%, 34.63%, 44.39%
and 45.85% for cheque leaf printing in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively.
The decline in our capacity utilisation for cheque leaf printing from 44.39% in Fiscal 2024 to 34.63% in Fiscal 2025, was
primarily on account of non-renewal of contracts by some of our customers for the cheque leaf printing vertical. This remained
the same from Fiscal 2025 to the three months ended June 30, 2025. Our capacity utilisation for secure solutions – off-set
printing was 41.90%, 38.51%, 54.52% and 60.11% of the installed capacity for secure solutions – off-set printing in the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. The decline in our capacity utilisation for secure
solutions – offset printing from 54.52% in Fiscal 2024 to 38.51% in the Fiscal 2025, was primarily on account of non-renewal
of contracts by some of our customers for the secure solutions vertical. Our capacity utilisation for tax stamps was 67.92%,
77.65%, 81.81% and 77.29% of the installed capacity for tax stamps in the three months ended June 30, 2025 and Fiscals 2025,
2024 and 2023, respectively. The decline in our capacity utilisation for tax stamps from 77.65% in Fiscal 2025 to 67.92% in
the three months ended June 30, 2025, was primarily on account of incremental capacity build up for tax stamps.
For further information, see “Our Business – Business Operations – Capacity and Capacity Utilization” on page 288. Our
capacity utilization is primarily influenced by volume spikes based on the card and security printing industries’ demand, along
with institutional ordering patterns, and regulatory cut-offs. Therefore, while installed capacity may appear adequate on an
annualized basis, buffer capacity is critical for managing peak loads and preventing delays.
Our capacity utilization is affected by the availability of industry/ market conditions as well as by the requirements of, and
procurement practice followed by, our customers. Further, if our customers have lower demand than anticipated or cancel
existing orders or change their policies, resulting in reduced quantities being supplied by us, it could result in the under-
utilization of our production capacities. Further, we make significant decisions, including determining the levels of business
that we will seek and accept, production schedules, personnel requirements and other resource requirements, based on our
estimates of customer orders. Changes in demand could reduce our ability to estimate accurately future customer requirements,
make it difficult to schedule production and lead to over production or utilization of our production capacity, which could
adversely affect our business, results of operations, financial condition and cash flows.
17. We have not yet placed orders in relation to the capital expenditure to be incurred for certain of our proposed
objects of the Offer. In the event of any delay in placing the orders, or in the event the vendors are not able to
provide the requisite equipment in a timely manner, or at all, the same may result in time and cost over-runs.
We intend to utilize portions of the Net Proceeds for funding capital expenditure requirements towards purchasing and setting
up of new and second-hand equipment at (a) card manufacturing facilities, personalization bureau and cheque printing facilities
in Manipal, Karnataka, (b) personalization bureau and cheque printing facilities in Chennai, Tamil Nadu, Noida, Uttar Pradesh,
and personalization bureau in Navi Mumbai, Maharashtra, (c) cheque printing facilities in Navi Mumbai, Maharashtra and
Howrah, West Bengal, (d) central cards processing centers at Chhattisgarh RTO, and (e) Smart Tagging and IoT Solutions
facility in Manipal (“Capital Expenditure on Equipment”) (“Proposed Capital Expenditure”). While we have procured
47quotations from various vendors in relation to the capital expenditure to be incurred for the Proposed Capital Expenditure, we
have not placed any firm orders for any of them. For details in respect of the foregoing, see “Objects of the Offer” on page 127.
Such quotations are valid for a certain period of time and may be subject to revisions, and other commercial and technical
factors. We cannot assure that we will be able to undertake such capital expenditure at the costs indicated by such quotations
or that there will not be cost escalations over and above the contingencies proposed to be funded out of the Net Proceeds. 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.
Further, we have not placed any firm orders for 100% amounting to ₹ 2,871.43 million of such machinery and equipment for
any of the proposed capital expenditure, to the extent it relates to purchase of equipment, and no payments (including advances)
have been made towards the same and our Company will be funding it by way of the Net Proceeds. Further, we have not entered
into any definitive contracts with such parties. For details, see “Objects of the Offer” on page 127. We cannot assure you that
we will be able to undertake such capital expenditure within the cost indicated by such quotations or that there will not be cost
escalations. Such quotations are valid for a certain period of time and may be subject to revisions, and other commercial and
technical factors. Further, 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. In the event of any delay in placing the orders, or an escalation in the cost of
acquisition of the equipment or in the event the vendors are not able to provide the equipment in a timely manner, or at all, we
may encounter time and cost overruns in setting up of the proposed projects.
Certain of our equipment are proposed to be obtained from foreign vendors. The prices of such quotations are subject to
fluctuation in foreign exchange rates at the time of placing the purchase orders with such foreign vendors. In case of a steep
depreciation of Indian Rupee, the prices at which we procure such equipment may rise, and we may need to make arrangement
for additional capital expenditure from our internal accruals. For details, see “Objects of the Offer” on page 127. Furthermore,
if we are unable to procure equipment from the vendors from whom we have procured quotations, we cannot assure you that
we may be able to identify alternative vendors to provide us with the machinery and equipment which satisfy our requirements
at acceptable prices. In addition, such projects may also be subject to regulatory restrictions or approvals which we have yet to
obtain. Our inability to procure such approvals or machinery and equipment 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, prospects and results of operations.
18. Our Promoters, Manipal Technologies Limited and Manipal Media Network Limited, have undergone a corporate
restructuring. Any delay or challenge in connection with the execution of the Scheme could affect the operations
or financial condition of our Corporate Promoters and, in turn, adversely impact our Company.
Our Corporate Promoters, Manipal Media Network Limited, and Manipal Technologies Limited, and certain others undertook
the Composite Scheme of Amalgamation and Arrangement (Demerger) (the “Scheme”) before the National Company Law
Tribunal, Bengaluru on October 24, 2024 which was approved by the National Company Law Tribunal, Bengaluru (“NCLT”),
vide its order dated September 9, 2025. Under the Scheme, the entire undertaking of Westtek Enterprises Private Limited and
TMGP Enterprises Private Limited were transferred and vested in favour of Manipal Media Network Limited (“Phase I of the
Scheme”). Pursuant to completion of Phase I of the Scheme, Manipal Media Network Limited was demerged from Ranusha
Fragrance Private Limited (“Phase II of the Scheme”). Upon completion of Phase II of the Scheme, the entire undertaking of
Ranusha Fragrance Private Limited was transferred and vested in favour of Manipal Technologies Limited (“Phase III of the
Scheme”). Thereafter, upon successful execution of Phase III of the Scheme, the entire undertaking of Manipal Prakashan
Limited and Shivally Investment Company Private Limited was transferred and vested in favour of Manipal Technologies
Limited (“Phase IV of the Scheme”). Pursuant to completion of Phase IV of the Scheme, the entire undertaking of Questpro
Consultancy Services Private Limited was transferred and vested in favour of Manipal Technologies Limited. The rationale for
undertaking this Scheme inter alia includes (i) simplification of the group structure and reduction of administrative costs; (ii)
facilitate enhancement of the potential of the business in order to attract strategic/ financial investors; and (iii) enable promoters
and members of the promoter group to streamline and simplify their shareholding structure and reduce the number of
shareholding tiers. Further, pursuant to the Scheme, Manipal Technologies Limited is in the process of allotting equity and
preference shares to the shareholders of the merged entities, and its shareholding pattern shall be updated to reflect such
allotments prior to filing of the Red Herring Prospectus. As on the date of this Updated Draft Red Herring Prospectus – I,
Manipal Technologies Limited holds 62.10% of our shareholding on a fully diluted basis, while Manipal Media Network
Limited does not hold any Equity Shares in our Company.
The Scheme undertaken by our Corporate Promoters involves multiple phases of mergers, demergers, and transfers of
undertakings across group entities. The implementation of the Scheme may give rise to risks relating to business integration,
and transfer of assets, liabilities, and employees.
19. We import a substantial portion of our raw material requirements. Cost of imports of raw materials the three months
ended June 30, 2025 and Fiscals 2025, 2024 and 2023 amounted to 57.92%, 43.70%, 51.70% and 34.14%,
48respectively, of our total purchases. In addition, we export our products to international markets and revenues from
exports during the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 amounted to 3.86%, 4.33%,
1.41%, and 1.05%, respectively, of our revenue from operations. Our inability to handle risks associated with import
and export of products could affect our business and revenue from operations.
As of June 30, 2025, for manufacturing PVC cards, we require PVC, which we source from vendors in China, Thailand and
Europe. We source banking chip modules from China, Singapore and Europe, and magstripe from Germany. We procure
holograms from vendors in Europe and the UK, copper from China, ink from UK, Japan, Europe and domestically in India.
Further, we source steel from China and domestically in India. Set forth below are details regarding the cost of imports of raw
materials in the corresponding periods:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of Total million) of Total million) of Total million) of Total
Purchases Purchases Purchases Purchases
(%) (%) (%) (%)
Cost of 683.00 57.92% 2,158.20 43.70% 3,074.86 51.70% 2,074.02 34.14%
imports of
raw
materials
In the preceding three Fiscals and the three months ended June 30, 2025, we have exported our products to countries such as
UK, Singapore, Bahrain, Hong Kong, Oman, Maldives, Mauritius, South Africa, Bangladesh, Brazil, Lagos-Nigeria, Nepal, Sri
Lanka, Bolivia and United Arab Emirates, as well as countries in Europe. Set forth below are details of revenues earned from
outside India:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage Amount (₹ Percentage
million) of Revenue million) of Revenue million) of Revenue million) of Revenue
from from from from
Operations Operations Operations Operations
(%) (%) (%) (%)
Revenue 109.52 3.86% 544.29 4.33% 176.20 1.41% 95.15 1.05%
from exports
The import of raw materials, and export of finished products, are subject to, among other risks and uncertainties, the following:
• demand for the products distributed by us outside India;
• social, economic, political, geopolitical conditions and adverse weather conditions, such as natural disasters,
pandemics and epidemics, civil disturbance, terrorist attacks, war or other military action;
• changes in laws, regulations and policies, including restrictions on trade, import and export license requirements, tariffs
and taxes, intellectual property enforcement issues and changes in foreign trade and investment, general economic
conditions, competition, transportation costs and import duties; and
• fluctuations in foreign currency exchange rates, affecting the value of our assets, such as export receivables and various
investments, the cost of certain inventory and non-inventory items.
Consequently, we may experience substantial period-to-period fluctuations in our expenses, revenue from operations and
therefore, in our future results of operations. We faced a significant shortage in supply of chip modules in Fiscal 2023 due to
the post effects of COVID-19 pandemic. We cannot assure you that such instances will not occur in the future.
20. Our Registered and Corporate Office and a majority of our manufacturing facilities, personalisation bureaus,
printing facilities and warehouses are located on leased premises. We cannot assure you that the lease deeds
governing our premises will be renewed upon expiry or that we will be able to obtain other premises on same or
similar commercial terms.
Our Registered and Corporate Office is located on leasehold premises, and the lease agreement dated February 27, 2025 entered
into with Manipal Media Network Limited (“MMNL”) was entered into for a lease period of 11 months from January 1, 2025.
Further, a majority of our manufacturing facilities, personalization bureaus and warehouses are located on leased premises. For
further information, see “Our Business – Business Operations – Properties” on page 301. We cannot assure you that we will
continue to be able to continue operating out of our existing premises or renew our existing leases on acceptable terms or at all.
49Any such event may adversely impact our operations and cash flows and may divert management attention from our business
operations. In case of any deficiency in the title of the owners from whose premises we operate, breach of the contractual terms
of any lease deed, or leave and license agreements, or if any of the owners of these premises do not renew the agreements under
which we occupy the premises, or if they seek to renew such agreements on terms and conditions unfavorable to us, or if they
terminate our agreements, we may suffer a disruption in our operations and will have to look for alternate premises. In addition,
certain of our lease deeds include provisions specifying fixed increases in rental payments over the respective terms of the lease
deeds. While these provisions have been negotiated and are specified in the lease deeds, they will increase our costs of operation
and therefore may materially and adversely affect our results of operation if we are not able to consistently increase our sales
for the subsequent years.
We may be delayed or be unable to enter a definitive lease deed for various reasons, some of which are beyond our control,
which may result in us not being able to recover deposits placed with relevant owners. In addition, lease deeds are required to
be duly registered and adequately stamped under Indian law and if our lease deeds are not duly registered and adequately
stamped, we may face challenges in enforcing them and they may be inadmissible as evidence in a court in India subject to
penalties along with the requisite stamp duty prescribed under applicable Indian law being paid.
21. We are unable to trace some of our historical corporate records including in relation to certain allotments made by
our Company. Further, certain corporate filings have been made with delays. We cannot assure you that no legal
proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters,
which may impact our financial condition and reputation.
Certain of our Company’s corporate records are not traceable as the relevant information was not available in the records
maintained by our Company or on the online portal of the Ministry of Corporate Affairs (“MCA Portal”) or in the physical
records available at the Registrar of Companies. For instance, we are unable to trace the following:
S. No. Brief particulars of untraceable corporate record or form filing
1. Form 23 in relation to shareholders’ resolution for allotment dated October 19, 2008.
2. Letter of offer and letter of acceptance in respect of allotments made on February 28, 2010, July18, 2012, March 7, 2014
3. Share Transfer form of transfer of equity shares from Sandhya S. Pai to T. Satish U. Pai dated March 26, 2017
Further, our corporate filings, such as Form FC-TRS in relation to the certain transfers were filed with a delay and late
submission fee was payable as a result of the delay. For further details, see “Capital Structure – Notes to Capital Structure –
Share Capital history of our Company” on page 97.
We have been unable to trace these documents despite commissioning a detailed search at the Registrar of Companies, through
an independent practicing company secretary P N Pai & Co., Company Secretaries (“Practicing Company Secretary”), to
trace records and filings available with Registrar of Companies and reliance has been placed on the certificate dated November
10, 2025.
We have also intimated the Registrar of Companies by way of our letter dated June 19, 2025, regarding the missing corporate
records.
Further, some of our form filings have been delayed. We have made such filings subsequent to the statutory period with a late
filing fee. We cannot assure you that our future filings shall be made within the time permitted under the applicable laws, and
that any legal proceedings or regulatory actions will be initiated against our Company in the future.
Although no regulatory action/ litigation is pending against us in relation to (i) untraceable secretarial and other corporate
records and documents, and (ii) delays in our corporate filings, we cannot assure you that we will not be subject to penalties
imposed by regulatory authorities in this respect.
22. There are outstanding legal proceedings involving us, our Directors and our Promoters. Any adverse outcome in
such proceedings may have an adverse impact on our reputation, business, financial condition, results of operations
and cash flows.
There are outstanding legal proceedings involving us, our Directors and our Promoters. These proceedings are pending at
different levels of adjudication before courts, tribunals and statutory, regulatory and other judicial authorities. We cannot assure
you that the currently outstanding legal proceedings will be decided favourably or that no further liability will arise from these
claims in the future. The amounts involved in these proceedings have been summarized to the extent ascertainable and
quantifiable.
A summary of outstanding legal proceedings involving us, our Subsidiaries, our Directors, our Promoters, our Key Managerial
Personnel and members of our Senior Management as on the date of this Updated Draft Red Herring Prospectus - I is provided
below.
50Category of Criminal Tax Statutory or Disciplinary actions by the Material Aggregate
individuals and proceedings proceedings regulatory SEBI or Stock Exchanges civil amount
entities proceedings against our Promoters in proceedings involved (in ₹
the last five financial years million)*
Company
By our Company 1 Nil N.A. N.A. Nil 1.52
Against our Company Nil 11** Nil N.A. Nil 1,421.80
Directors
By our Directors 2 Nil N.A. N.A. Nil 0.42
Against our Directors 8^ Nil Nil N.A. 1 Nil$
Promoters
By our Promoters 50& 5 N.A. N.A. 1 189.30
Against our Promoters 1^ 17 Nil Nil 2# 101.72$
Subsidiaries
By our Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against our Subsidiaries Nil Nil Nil N.A. Nil Nil
Key Managerial Personnel (other than our Executive Director)
By our Key Managerial Nil N.A. N.A. N.A. N.A. Nil
Personnel
Against our Key Nil N.A. Nil N.A. N.A. Nil
Managerial Personnel
Members of the Senior Management (other than our Key Managerial Personnel)
By our member of the Nil N.A. N.A. N.A. N.A. Nil
Senior Management
Against our member of Nil N.A. Nil N.A. N.A. Nil
the Senior Management
* To the extent quantifiable.
& One of our Promoters, Manipal Media Network Limited, has, in the ordinary course of its business, filed 48 cases against certain parties, under section
138 of the Negotiable Instruments Act, 1881 for alleged dishonour of cheques and recovery of amounts.
^ One of the criminal proceeding involves one of our Promoters and Directors, Tonse Gautham Pai, in his capacity as a director of MTL.
** One of the tax proceedings disclosed under “Outstanding Litigation and Material Developments – Tax proceedings involving our Company” on page
459 involves one of our Directors, Abhay Anant Gupte, in his capacity as the Chief Executive Officer of our Company on the date of the order dated May
10, 2019 passed in relation thereto.
# One of the material civil proceedings involves Tonse Gautham Pai, one of our Promoters, who is also a Director on the Board of our Company.
$ This amount does not include USD 77,461,427.07 in relation to a litigation involving Tonse Gautham Pai, one of our Directors (Non-Executive) as well
as Promoters. For details in relation to this litigation, see “Outstanding Litigation and Material Developments – Litigation Involving our Promoters
– Other material proceedings initiated against our Promoters” on page 462.
Except as disclosed in “Outstanding Litigation and Material Developments – Litigation Involving our Group Companies”
and “Risk Factors – Our Promoter, Tonse Gautham Pai and Primacy Industries Private Limited (“PIPL”), one of our Group
Companies and an entity forming part of the members of our Promoter Group, have provided personal and corporate
guarantees, respectively, in relation to financing arrangement availed by MVP Group International Inc., one of the members
of our Promoter Group. The invocation of such guarantees and involvement of our Promoter and PIPL pose a material risk
to our business operations, reputation and financial condition.” on pages 463 and 39, respectively, there are no outstanding
litigations involving our Group Companies, which may have a material impact on our Company, as on date of this Updated
Draft Red Herring Prospectus - I.
We cannot assure you that any of these on-going matters will be settled in favour of our Company, our Group Companies, our
Directors, our Promoters, our Key Managerial Personnel and members of our Senior Management, or that no additional liability
will arise out of these proceedings. Further, we cannot assure you that there will be no new legal and regulatory proceedings
involving our Company, our Directors, our Promoters, our Key Managerial Personnel, members of our Senior Management,
and our Group Companies in the future. An adverse outcome in any such proceedings may have an adverse effect on our
business, financial position, prospects, results of operations and our reputation and divert the time and attention of our
management. For further information, see “Outstanding Litigation and Material Developments” on page 458.
23. Delay/ default in payment of statutory dues may attract penalties and in turn have a material adverse impact on our
financial condition.
We are required to make certain payments to various statutory authorities from time to time, including but not limited to
payments pertaining to employee provident fund, employee state insurance, income tax, excise duty and other statutory dues.
There have been no instances of default in the payment or nonpayment of statutory dues (including under the Central Goods
and Services Tax Act, 2017, applicable state goods and services tax legislations, employee state insurance, provident fund, tax
deducted at source obligations under the Income Tax Act, 1961 and other statutory dues in relation to employees)
deducted/accrued by the Company, except as follows:
51S. No. Details (including name of the statutory body Month Amount Involved Duration of the Period
where the amount was due) (in ₹) Default (in days)
1. PF - Employees' Provident Fund Organisation July 2022 3,146 9 Fiscal 2023
2. PF - Employees' Provident Fund Organisation March 2024 22,137 88 Fiscal 2024
3. PF - Employees' Provident Fund Organisation March 2024 30,49,144 1 Fiscal 2024
4. ESI Employees' State Insurance Corporation May 2022 1,62,271 1 Fiscal 2023
(Karnataka)
5. ESI Employees' State Insurance Corporation May 2022 35,285 1 Fiscal 2023
(Maharashtra)
6. ESI Employees' State Insurance Corporation March 2024 49,772 1 Fiscal 2024
(Maharashtra)
7. ESI Employees' State Insurance Corporation March 2024 2,42,480 1 Fiscal 2024
(Karnataka)
8. ESI Employees' State Insurance Corporation March 2024 13,557 98 Fiscal 2024
(Karnataka)
9. ESI Employees' State Insurance Corporation June 2024 4,42,303 7 Fiscal 2025
(Karnataka)
10. ESI Employees' State Insurance Corporation July 2024 4,31,885 4 Fiscal 2025
(Karnataka)
11. ESI Employees' State Insurance Corporation June 2024 62,735 7 Fiscal 2025
(Maharashtra)
12. ESI Employees' State Insurance Corporation July 2024 62,640 4 Fiscal 2025
(Maharashtra)
13. ESI Employees' State Insurance Corporation June 2024 7,467 7 Fiscal 2025
(Uttar Pradesh)
14. ESI Employees' State Insurance Corporation July 2024 15,204 4 Fiscal 2025
(Uttar Pradesh)
15. ESI Employees' State Insurance Corporation June 2024 8,637 7 Fiscal 2025
(West Bengal)
16. ESI Employees' State Insurance Corporation July 2024 9,160 4 Fiscal 2025
(West Bengal)
17. ESI Employees' State Insurance Corporation June 2024 9,043 7 Fiscal 2025
(Tamil Nadu)
18. ESI Employees' State Insurance Corporation July 2024 17,958 4 Fiscal 2025
(Tamil Nadu)
19. LWF (Maharashtra) Labour Welfare Board June 2022 3,696 1 Fiscal 2023
20. LWF (Maharashtra) Labour Welfare Board December 3,792 15 Fiscal 2023
2022
21. LWF (Karnataka) Labour Welfare Board December 58,380 5 Fiscal 2025
2024
22. LWF (Maharashtra) Labour Welfare Board December 20,900 1 Fiscal 2025
2024
23. LWF (Tamil Nadu) Labour Welfare Board December 3,540 54 Fiscal 2025
2024
24. Professional Tax (Karnataka) Commercial Taxes March 2024 58,800 14 Fiscal 2024
Department
25. Professional Tax Commercial Taxes Department July 2024 1,600 87 Fiscal 2025
(Karnataka)
26. Professional Tax Commercial Taxes Department November 2,41,400 1 Fiscal 2025
(Karnataka) 2024
27. Professional Tax Commercial Taxes Department December 800 30 Fiscal 2025
(Karnataka) 2024
28. Professional Tax Commercial Taxes Department May 2024 2,950 15 Fiscal 2025
(West Bengal)
29. Professional Tax Commercial Taxes Department May 2024 5,131 15 Fiscal 2025
(Tamil Nadu)
30. Professional Tax Commercial Taxes Department June 2024 5,434 15 Fiscal 2025
(Tamil Nadu)
31. Professional Tax Commercial Taxes Department July 2024 8,005 15 Fiscal 2025
(Tamil Nadu)
32. Professional Tax Commercial Taxes Department August 2024 9,987 226 Fiscal 2025
(Tamil Nadu)
52S. No. Details (including name of the statutory body Month Amount Involved Duration of the Period
where the amount was due) (in ₹) Default (in days)
33. Professional Tax Commercial Taxes Department September 10,565 226 Fiscal 2025
(Tamil Nadu) 2024
34. Professional Tax Commercial Taxes Department October 2024 11,077 73 Fiscal 2025
(Tamil Nadu)
35. Professional Tax Commercial Taxes Department November 11,904 73 Fiscal 2025
(Tamil Nadu) 2024
36. Professional Tax Commercial Taxes Department December 12,122 73 Fiscal 2025
(Tamil Nadu) 2024
37. Professional Tax Commercial Taxes Department January 2025 17,765 73 Fiscal 2025
(Tamil Nadu)
38. Professional Tax Commercial Taxes Department February 2025 18,183 214 Fiscal 2025
(Tamil Nadu)
39. Professional Tax Commercial Taxes Department March 2025 17,880 214 Fiscal 2025
(Tamil Nadu)
40. Tax deducted at Source - Income Tax March 2023 78,937 38 Fiscal 2023
Department
41. Tax deducted at Source - Income Tax February 2024 7,525 54 Fiscal 2024
Department
42. Tax deducted at Source - Income Tax June 2024 1,48,549 24 Fiscal 2025
Department
43. Tax deducted at Source - Income Tax June 2024 20,042 37 Fiscal 2025
Department
44. Professional Tax Commercial Taxes Department April 2025 17,362 2
Fiscal 2026
(Tamil Nadu)
45. Professional Tax Commercial Taxes Department May 2025 17,442 2 Fiscal 2026
(Tamil Nadu)
46. Professional Tax Commercial Taxes Department June 2025 17,062 2 Fiscal 2026
(Tamil Nadu)
47. Professional Tax Commercial Taxes Department July 2025 16,473 2 Fiscal 2026
(Tamil Nadu)
48. Professional Tax Commercial Taxes Department August 2025 16,435 Till date of Fiscal 2026
(Tamil Nadu) certificate
49. Professional Tax Commercial Taxes Department September 15,960 Till date of Fiscal 2026
(Tamil Nadu) 2025 certificate
Further, the details of payments towards employees’ provident fund (“EPF”), Goods and Service Tax (GST), contribution
under the Employees State Insurance Act, 1948 (“ESIC”) and Tax Deduction at Source (TDS) obligations of the Company
during the three months period ended June 30, 2025 and Fiscal 2025, Fiscal 2024, and Fiscal 2023, from the Restated Financial
Information are set out below:
Particulars* Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Provident Fund (₹ million) 26.14 73.76 30.12 21.06
Number of employees for whom provident fund has been 1,838 1,524 629 431
paid
TDS on salaries (₹ million) 17.71 37.48 20.54 4.04
TDS on other than salaries (₹ million) 36.26 61.92 51.24 29.24
Number of employees from whom TDS has been paid 95 88 56 36
GST (₹ million) 532.34 2,103.93 1,713.63 1,185.63
ESIC (₹ million) 1.93 6.75 3.71 2.90
Note:
(1) The above two tables exclude details of Variable Data Print and Secure logistics ("VDP") division from Fiscal 2022 to Fiscal 2024 since the same was
acquired pursuant to business transfer agreement dated April 30, 2024, effective from March 31, 2024.
(2) Number of employees for whom provident fund and TDS has been paid is the number of employees for whom the statutory dues have been paid for the
months of June 2025, March 2025, March 2024 and March 2023 respectively.
Except for prepayment as disclosed below, there have not been any rescheduling or defaults in payment of
debentures/borrowings/loans and interest thereon, deposits and interest thereon and loan from any bank/financial institution or
interest thereon by the Company:
S. No. Details Amount Involved (in ₹ Duration of the Period
million) rescheduling/Default (in
days)
1. IDBI Trusteeship Services 231.20 Prepayment by 548 days Fiscal 2024
53S. No. Details Amount Involved (in ₹ Duration of the Period
million) rescheduling/Default (in
days)
Limited (Debentures)
2. Catalyst Trusteeship Limited 2,723.00 Prepayment by 653 days Fiscal 2026
We cannot assure you to that we will be able to pay our statutory dues timely, or at all, in the future. Any failure or delay in
payment of such statutory dues may expose us to statutory and regulatory action, as well as significant penalties, and may
adversely impact our business, results of operations and financial condition.
24. We have completed the acquisitions of variable data printing and smart tagging and internet of things solutions,
along with holograms, coated products, and other security printed products businesses of one of our Promoters,
Manipal Technologies Limited, and we may pursue other strategic acquisitions for inorganic growth in the future.
We may not be able to integrate these acquisitions, or may be faced with operating difficulties due to such
integration, which could adversely affect our business, financial condition, cash flows and results of operations.
We acquired the VDP business of MTL, including printing of cheques, personalized customer communications/ statements,
government identification, insurance policy booklets, secure logistics, among others, pursuant to business transfer agreement
dated April 30, 2024, with effect from March 31, 2024. Further, we acquired the revenue assurance business of MTL, including
the smart tagging and internet of things solutions, along with holograms, coated products, and other security printed products
business of MTL, on a going concern basis and by means of a slump sale, pursuant to a business transfer agreement dated April
1, 2025 with effect from even date. We may continue to actively pursue inorganic growth opportunities to expand our market
presence and enhance our service offerings. For details, see “Our Business – Business Strategies – Pursue Inorganic Growth
Opportunities” and “History and Certain Corporate Matters – Other key agreements” on pages 276 and 314, respectively.
Acquisitions can be time-consuming to execute and may not be accretive to our overall business and result in increased
integration costs due to regulatory complexities or otherwise. The identification of suitable opportunities on commercially
reasonable terms and securing the necessary financing for such acquisitions can pose challenges. Moreover, the integration of
acquired businesses or investments is not guaranteed, and the profitability of such investments is uncertain. The integration
process involves significant challenges, including the alignment of business cultures, systems, and processes, retention of key
personnel, and realization of expected benefits. We may face difficulties in harmonizing the operational practices and corporate
cultures of the acquired companies with our own, which could lead to inefficiencies and disruptions in our operations.
Additionally, the integration process may divert management's attention and resources from our core business activities,
potentially impacting our overall performance. Since we have limited experience in operations pertaining to the VDP business
and smart tagging and internet of things solutions, along with holograms, coated products, and other security printed products
business, we cannot assure you that we will be able to successfully integrate our acquisitions or achieve the anticipated
synergies. The expected benefits from these acquisitions may not materialize as planned. Furthermore, the integration process
may involve unforeseen costs and expenses, which could adversely affect our financial condition. Our inability to successfully
identify, acquire and integrate suitable opportunities on commercially reasonable terms could adversely affect our business,
financial condition, cash flows and results of operations.
25. We are subject to laws and regulations globally, including those related to data privacy, data protection, information
security, consumer protection and industry specifications in other countries, and are exposed to business risks
associated with international operations.
We serve customers in multiple jurisdictions. In the last three Fiscals and the three months ended June 30, 2025, we have
exported our products such as credit cards, debit cards and metals cards to countries including UK, Singapore, Bahrain, Hong
Kong, Oman, Maldives, Mauritius, South Africa, Bangladesh, Brazil, Bolivia, Nigeria, Nepal, Sri Lanka, and United Arab
Emirates, as well as certain countries in Europe. We have recently set up our subsidiaries in international jurisdictions such as
USA, UK and Nigeria. We have on-ground sales consultants in Sri Lanka, Nepal, UK, USA, Indonesia and UAE, among others.
The jurisdictions where we operate and serve our customers, as well as our contracts, may require us to comply with or facilitate
customers' compliance with numerous, complex and potentially conflicting legal regimes, both domestically and internationally.
Accordingly, we are subject to laws and regulations relating to, among others, anti-corruption, employment law, disclosure
control obligations, data privacy and protection, tariffs, taxation, sanctions, information and transaction processing security,
records management, security practices, data residency, corporate governance, anti-trust and competition and other regulatory
requirements affecting trade and investment, in each of the jurisdictions where we operate. In order to provide our products and
services, we also receive, store and process data about, or related to, end customers, and so are subject to a variety of data
privacy laws and regulations as well as contractual obligations, which may include obligations to conform to industry standards.
It is essential that we monitor developments in information and data security requirements domestically and globally, and
engage in responsible privacy practices and standards for storage of data. However, we cannot guarantee that these efforts will
be sufficient to mitigate any adverse effect on our business caused by such changes in laws, regulations and industry standards.
54There are a number of risks associated with international business operations, including political instability, inconsistent
regulations across jurisdictions, currency fluctuations, unanticipated changes in the regulatory environment, import and export
restrictions. Any of these events may affect our operations in the relevant jurisdictions, reputation, business or financial results
as well as our ability to meet our objectives. We may not be in full compliance at all times with the laws and regulations to
which we are subject. Likewise, we may not have obtained or may not be able to obtain permits and other authorizations or
licenses that we require for our operations. While we have not faced any such instances of non-compliance with the applicable
regulatory regime internationally in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure
you that such instances will not occur in the future. If we violate or fail to comply with laws, regulations, permits, health and
safety regulations or other authorizations or licenses, we could be fined or otherwise sanctioned by regulators. In such a case,
or if any of these business risks in relation to international operations were to materialize, our business, financial condition and
results of operations could be adversely affected.
26. Five of our 10 facilities are located in the state of Karnataka in India. Any adverse developments affecting this
region could have an adverse effect on our business, results of operations, financial condition and cash flows.
As of the date of this Updated Draft Red Herring Prospectus – I, we serve our customers through 10 facilities across India. Of
these 10 facilities, five of the facilities are located in the state of Karnataka in India, including both the card manufacturing
facilities. Any significant social, political or economic disruption, or natural calamities or civil disruptions in these regions, or
changes in the policies of the state or local governments of these regions or the Government of India, could adversely affect
our business and may require us to incur significant capital expenditure and change our business strategy. While we have not
experienced any such instances in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure you
that it will not occur in the future. The occurrence of, or our inability to effectively respond to any such event, could have an
adverse effect on our business, results of operations, financial condition and cash flows.
27. The industries we operate in are subject to various threats and challenges. Failure to respond to such threats and
challenges could adversely affect our results of operations, financial condition and cash flows.
In the payment card industry, encompassing credit and debit cards, manufacturing vendors encounter numerous threats and
challenges, such as: (Source: F&S Report)
• Increased Regulation: More stringent regulatory requirements can lead to higher compliance costs and greater operational
complexities.
• Data Protection Laws: Complying with data protection regulations can be both difficult and costly.
• Data Breaches: The ongoing threat of hacking and data breaches can cause significant financial losses and harm to
reputation.
• Fraud and Identity Theft: The rising incidents of fraud and identity theft require continuous investment in security
technologies.
• Shift to Digital Payments: The move towards non-card-based digital and contactless payments may decrease the demand
for physical cards.
• Economic Downturns: Economic instability can result in reduced consumer spending and higher default rates on credit
cards.
• Inflation: Increasing costs can negatively impact consumer spending.
• Supply Chain Issues: Disruptions in the supply chain can affect the production and distribution of physical cards.
• Technological Upgrades: Constant technological upgrades are necessary to remain competitive, which can be resource-
intensive and costly.
• Reliance on Third Parties: Dependence on third-party providers for technology and services can pose risks if these partners
encounter problems.
• Geopolitical Risks: Political instability and changes in trade policies can impact global operations, the economy, and
consumer spending.
• Sustainability Pressures: Growing awareness and regulatory pressures around environmental sustainability will require the
development of eco-friendly cards, increasing production costs.
Similarly, the payment wearables industry faces the following threats and challenges: (Source: F&S Report)
• Battery Life: Wearables have limited battery life, and adding payment functionality can drain the battery faster. Ensuring
efficient power usage is crucial.
• Hardware Limitations: The small size of wearables restricts the integration of powerful hardware, affecting processing
power and storage capacity. Designing durable and secure payment components that fit into compact wearable devices is
challenging.
• Interoperability: Ensuring that wearables are compatible with a wide range of payment systems, point-of-sale (“POS”)
terminals, and banks can be complex. Fragmentation in payment standards and technologies can hinder seamless user
experiences.
55• Data Security: Ensuring robust encryption and security protocols is essential. Storing sensitive payment information
securely on wearables is a concern.
• Privacy Issues: Continuous tracking and data collection by wearables raise privacy concerns among users. Ensuring user
consent and data protection is vital. Users may be wary of sharing payment and personal data through wearables due to
fears of misuse.
• Regulatory Compliance: Navigating the regulatory landscape for payments technology in different regions can be complex.
Compliance with financial regulations and data protection laws is necessary.
• Authentication and Verification: Ensuring secure and user-friendly authentication methods (e.g., biometrics, PINs) that
comply with regulatory standards is crucial.
• POS Terminal Availability: Ensuring a sufficient number of merchants have the necessary POS infrastructure to accept
wearable payments is critical. Upgrading existing POS systems to support NFC and other payment technologies used by
wearables can be costly and time-consuming.
The growth of bank chequebooks in India faces several challenges and threats due to the rise of digital banking, including:
(Source: F&S Report)
• Shift to Digital Payments: With the advent of digital payment methods like Unified Payments Interface, mobile wallets,
and online banking, consumers are opting for faster and more convenient transaction methods. This shift has led to a decline
in the frequency of cheque usage, particularly for everyday transactions.
• Government Initiatives: The Indian government's push towards a digital economy, including initiatives like Digital India,
promotes cashless transactions, impacting the cheque book market.
• Younger Generation Preferences: Younger consumers, who are more tech-savvy, prefer digital solutions for their banking
needs. This demographic shift is contributing to a reduced demand for traditional banking tools like cheques, as they favor
instant and seamless digital transactions.
• Reduced Reliance on Cheques: Some businesses and individuals are moving away from cheques due to the convenience
and speed of digital transactions. This trend is particularly noticeable among SMEs, which are increasingly adopting digital
payment methods for their operations.
• Standardization and Security Measures: The introduction of the CTS 2010 standard by the RBI has led to changes in the
format and security features of chequebooks. Banks are required to issue only CTS 2010 compliant chequebooks, which
may create logistical challenges and delays in distribution to customers.
• Potential Invalidation of Non-Compliant Cheques: The RBI has set deadlines for the adoption of CTS 2010 standards, after
which non-compliant chequebooks may be considered invalid or cleared at less frequent intervals. This has led to a need
for customers to replace their existing chequebooks, which may not be happening at the desired pace.
The industries for Aadhar cards and driving license registration certificates also face threats and challenges, including in relation
to fake documents, digital literacy, data security and infrastructure. (Source: F&S Report) An inability to manage any of these
risks in the industries in which we operate, or respond to the aforementioned threats and challenges, may adversely affect our
results of operations, financial condition and cash flows.
28. New and developing technology solutions and products could make our existing solutions and products obsolete or
irrelevant, and if we are unable to introduce new products and services in a timely manner, our business could be
adversely affected.
The markets for our products and services are subject to technological changes and evolving industry standards. We may not
be successful in developing, marketing or selling new products and services that meet these changing demands. In addition, we
may experience difficulties that could delay or prevent the successful development, introduction or marketing of these services,
or our new services and enhancements may not adequately meet the demands of the marketplace or achieve market acceptance.
We continually engage in significant efforts to innovate and upgrade our products and services, and are undertaking research
and development to offer new solutions. However, our investments in research and development for new products and processes
may result in higher costs without proportionate increase in revenues.
In addition, the market for payment cards may be threatened by the rise of cardless payments, or digital transactions using
methods such as QR codes and payment interfaces. Our ability to develop and deliver new products and services successfully
will depend on various factors, including our ability to:
• identify and capitalize upon opportunities in new and emerging geographical and product markets effectively;
• invest resources in innovation and research and development;
• effectively compete with the rise in wireless payment systems or mobile payments;
• complete and introduce new products and integrated services solutions in a timely manner;
56• license any required third-party technology or intellectual property rights;
• qualify for and obtain required industry certification for our products; and
• comply with applicable data protection regulations.
Opportunities to bundle or package products and service offerings and the ability to cross-sell products and services are critical
to remaining competitive in our industry. If we are unable to identify adequate opportunities to cross-sell our products and
services, our financial condition could be adversely affected. Further, if we are unable to develop and introduce new and
innovative products in a cost-effective and timely manner, our product and service offerings could be rendered obsolete, which
could have an adverse effect on our business, financial condition and results of operations.
29. Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use
aspects of our technology without compensating us, thereby eroding our competitive advantages.
We depend on patents and other intellectual property rights to protect our products, proprietary designs and technological
processes against misappropriation by others. As of the date of this Updated Draft Red Herring Prospectus – I, we held patents
in India, Nigeria, South Africa and United States of America. As of the date of this Updated Draft Red Herring Prospectus – I,
we have also filed 21 patent applications in international jurisdictions. As of the date of this Updated Draft Red Herring
Prospectus – I, we have made 61 applications for registration of trademark for our name and logo under various classes of the
Trademarks Act, 1999, including 9, 16, 36 and 40 and we cannot assure you that such trademark will be granted to us in a
timely manner or at all. Our intellectual property is crucial to our operations, particularly in the manufacturing of metal cards,
since as of June 30, 2025, we were one of the leading metal card manufacturer in India holding a patent for metal cards
manufacturing. (Source: F&S Report) Accordingly, any violation of our patents, or application for patents similar to ours, may
affect our competitive advantage. Also see, “− We depend on The Manipal Group, including its brand and recognition, for
our operations. Any change in our relationship with The Manipal Group could adversely affect our operations and our
ability to retain and expand our customer base.” on page 46.
We may in the future have difficulty obtaining patents and other intellectual property protection, and the patents and intellectual
property rights that we receive may be insufficient to provide us with meaningful protection or commercial advantage. Effective
patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our
services are made available. Any of our existing or future patents may be challenged, invalidated or circumvented. We also
enter into confidentiality agreements with our consultants and strategic partners and control access to and distribution of our
technologies, documentation and other proprietary information; however, such agreements may not be enforceable or provide
us with an adequate remedy. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use our
products, services or technology without our authorization. If we cannot adequately protect our technology, our competitors
may be able to offer certain products and/or services similar to ours. Any issued patents may be challenged, invalidated, or
circumvented, and any rights granted under these patents may not actually provide adequate defensive protection or competitive
advantages to us.
We cannot assure you that steps taken by us to protect our intellectual property will be adequate to prevent infringement,
misappropriation, dilution, or other violations of our intellectual property rights. Third parties may knowingly or unknowingly
infringe our intellectual property rights, or challenge intellectual property rights held by us, and pending and future trademark
and patent applications may not be approved. These claims may result in restrictions on our use of our intellectual property or
the conduct of our business. In any of these cases, we may be required to expend significant time and expense to prevent
infringement or to enforce our rights. We also cannot guarantee that others will not independently develop technology with the
same or similar functions to any proprietary technology we rely on to conduct our business and differentiate ourselves from our
competitors. Unauthorized parties may also attempt to copy or obtain and use our technology to develop applications with the
same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights is difficult
and may not be effective. While we have not faced any such instances in the preceding three Fiscals and the three months ended
June 30, 2025, we cannot assure you that such instances will not occur in the future. If we are unable to protect our intellectual
property rights we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense,
time and effort to create, and protect their intellectual property.
30. Implementation of our growth strategies is subject to various risks and uncertainties. Our inability to grow our
operations or execute such strategies could adversely affect our business, financial condition and results of
operations.
Our current growth strategies include increasing our payments cards market share globally, focusing on growing our metal
cards portfolio, consolidating our market leadership in India, diversifying our offerings through identity solutions projects in
India and globally, increasing capacity to cater to increasing demand, and continuing to innovate, advance our technology and
expand our offerings For further information, see “Our Business – Business Strategies” on page 273. We cannot assure you
that our strategies towards increasing our product portfolio, such as through metal cards, biometric cards or wood cards, will
57be successful or gain market acceptance. Further, our expansion strategies, such as the setting up of personalization bureaus or
wholly-owned subsidiaries globally in order to increase market share, are subject to receipt of approvals from relevant statutory,
regulatory or other authorities to the extent applicable. If we fail to obtain such licenses or approvals or permits in a timely
manner, or otherwise grow our operations, we may not be able to execute our expansion strategies within budgeted timelines
or costs. Additionally, there can be no assurance that debt or equity financing or our internal accruals will be available or
sufficient to meet the funding of our expansion plans or growth strategies for the future.
We may face challenges in making accurate assessment of the resources we require, acquiring new customers and increasing
contribution from existing customers, procuring raw materials at reasonable costs, recruiting and retaining skilled personnel,
maintaining customer satisfaction, improving operational, financial and management information systems and adhering to
expected quality standards, among others. Our growth strategies are subject to risks which may be beyond our control and our
plans may undergo changes or modifications pursuant to changes in market conditions, industry dynamics, technological
improvements or regulatory changes. Accordingly, our revenue from operations may be impacted by various reasons, including
challenging macro-economic environment and we may not always be able to maintain profitability in future. If, for any reason,
the benefits we realize from our expansion plans and growth strategies are less than our estimates, our business, financial
condition and results of operations may be adversely affected.
31. As of June 30, 2025, we had contingent liabilities which have not been provided for in our financial statements and
could adversely affect our financial condition.
As of June 30, 2025, our contingent liabilities that have not been accounted for in our financial statements were as follows:
Particulars As at June 30, 2025
(₹ million)
Claims against the Group not acknowledged as debt
Taxation
Central excise (Paid under protest: As at June 30, 2025 : ₹ 60.35 million; As at March 31, 2025: ₹ 60.35 million; 1,348.63
March 31, 2024: ₹ 60.35 million; March 31, 2023: ₹ 60.35 million)
VAT & CST (Paid under protest: As at June 30, 2025: ₹ 0.94 million; As at March 31, 2025: ₹ 0.94 million; 0.94
March 31, 2024: ₹ 2.00 million; March 31, 2023: ₹ 7.16 million)
Customs duty (Paid under protest: As at June 30, 2025: ₹ 4.50 million; As at March 31, 2025: ₹ 4.50 million; 51.48
March 31, 2024: ₹ 2.04 million; March 31, 2023: ₹ 2.04 million)
GST (Paid under protest: As at June 30, 2025: ₹ 0.82 million; As at March 31, 2025: 0.01 million; March 31, 8.43
2024: Nil; March 31, 2023: Nil )
Guarantee
Letter of credit 56.64
Bank guarantee 753.68
Corporate guarantee 3,418.73
If any of these contingent liabilities materialize or if at any time, we are compelled to pay all or a material proportion of these
contingent liabilities, it could have an adverse effect on our business, financial condition and results of operations. Further, we
cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future. For further information
on our contingent liabilities, see “Restated Financial Information – Note 45 – Contingent liabilities and contingent assets”
on page 403.
32. We undertake projects, such as the production of identity solutions and cards, and printing of excise stamps, for
central and state governments. Any change in policies, eligibility conditions, or transition towards solutions we do
not offer could have an impact on our revenue, results of operations and financial condition.
Through our selection via requests for proposals, we have been strategically involved with government projects, such as national
identity cards, driving license and other identification projects. For instance, we were designated as the print service providers
for printing of national identity PVC cards for Indian citizens. Set forth below are details of revenue earned pursuant to contracts
entered into with government entities for projects in the corresponding periods:
Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025
Amount Percentage of Amount Percentage of Amount Percentage of Amount Percentage of
(₹ Revenue from (₹ million) Revenue from (₹ million) Revenue from (₹ million) Revenue from
million) Operations Operations Operations Operations
(%) (%) (%) (%)
Revenue from 207.35 7.31% 2,293.61 18.26% 3,158.92 25.32% 1,904.87 21.11%
Government
projects
58As part of our growth strategy as well, we intend to strategically service the requirements of central and state government across
India by selectively pursuing opportunities that are aligned with our experience and existing facilities, and are aligned to our
financial objectives. For further information, see “Our Business – Business Strategies” on page 273. Government identity
projects may be subject to legal challenges and the consequent risk of such projects being suspended temporarily. While we
have not faced any such instances in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure
you that such instances will not occur in the future. In the event of an adverse change in budgetary allocations for identity
projects resulting from a change in government policies or priorities, our business prospects and our financial performance may
be adversely affected. Further, contracts with government institutions may be subject to extensive internal processes, policy
changes, and insufficiency of funds which may lead to lower number of contracts available for bidding or increase in the time
gap between invitation for bids and award of the contract. Due to these and other factors, certain terms of such contracts, such
as pricing terms, contract period, use of sub-contractors and ability to transfer receivables under the contract or make appropriate
adjustments as a result of changes in the tax regime, are also less flexible than contracts with private companies.
In addition, selection as service provider for these projects is undertaken through a tender process, and many of the bids in
which we participate are subject to the satisfaction of certain eligibility conditions and performance standards. These include
experience, financial parameters and certifications. We cannot assure you that we will continue to be eligible for government
identity projects in future, or that we will continue to comply with applicable terms and conditions under the projects that we
have presently been granted. In addition, such tender processes may be challenged even after contracts have been awarded on
grounds including validity of tender conditions, satisfaction of eligibility criteria and representations made in bid documents.
While none of the government projects were terminated in which we were selected for in the preceding three Fiscals and the
three months ended June 30, 2025, and neither have we been debarred from participation in government tenders, occurrence of
such instances may result in reputational damage and adversely affect our business, results of operations, financial position and
cash flows due to loss of opportunities. Any change in governmental policies, or in eligibility conditions that disqualify us from
applying for subsequent projects, or onerous conditions associated with such projects, could adversely affect the business and
results of operations of our Company.
33. We participate in public tenders for supplying our products and solutions, following which we enter into master
agreements with the relevant counterparties. Our ability to negotiate the terms on which we provide these products
and solutions may be limited.
For supplying our products and solutions, we typically respond to requests for proposals through public tenders, specifying
necessary technical requirements. The bids submitted by companies meeting the necessary eligibility criteria further undergo a
commercial evaluation and the eligible bids are selected for the relevant projects. Based on the selection, we enter into master
agreements with the PSBs, government organizations or other entities, which set out the terms and conditions of our
engagement, along with the deliverables and products and solutions to be provided and the timelines for each. Accordingly, we
are required to provide competitive bids in order to be awarded the relevant projects, While we submit bids based on our
estimation of resources required, and are awarded contracts on this basis, we may incur significant time and expense in fulfilling
the contract beyond what we had initially contemplated, as a result of placing a lower bid than the actual time and costs incurred.
We may not be able to pass on the higher costs to our customers due to previously agreed upon terms and conditions.
Even if we are selected as the successful bidder and are awarded with the contract, our contracts with government entities or
PSBs are usually based on standard terms and conditions set out by the said entities. Thus, we have limited ability to negotiate
the terms of these contracts, which tend to favour our customers, and we may be required to accept unusual or onerous provisions
in such contracts in order to be engaged to execute such projects. These onerous conditions forming part of government contracts
may have adverse effects on our profitability. In the event we default in fulfilling our obligations under the master agreements,
including failing to obtain regulatory approvals, certifications and licenses, we may be liable to pay penalties and, in certain
specified events, face the risk of the agreements being terminated. Further, if payments under our contracts are delayed, our
financial condition and result of operations may be affected on account of an effect on our working capital requirements,
resulting in additional finance costs and increase in our realization cycle. While we have not faced any such instances in the
preceding three Fiscals and the three months ended June 30, 2025, we cannot assure you that such instances will not occur in
the future.
34. We are dependent on third party transportation providers for the delivery of our products to the end customers. Any
disruptions in logistics and transportation or significant increase in freight charges could adversely affect our
business, financial condition and results of operations.
As a manufacturing business, our success depends on the uninterrupted supply and transportation of our products from our
manufacturing facilities and personalization bureaus to the end customers. We have collaborated with logistics service partners
to offer cargo delivery through closed body container trucks and less than truck load. Accordingly, transportation strikes may
have an adverse effect on deliveries to our customers, and we cannot assure you that our logistics partners will perform their
obligations in a timely manner. Set forth below are our freight outward costs in the corresponding periods:
59Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ million) of Total (₹ million) of Total (₹ million) of Total (₹ million) of Total
Expenses Expenses Expenses Expenses
(%) (%) (%) (%)
Freight 120.34 4.91% 552.60 5.35% 390.39 4.03% 156.16 1.98%
Further, our products are subject to risks of tampering, unauthorized unpacking, misplacement and other similar actions in
course of their transit and transportation. Failure to deliver our products to end customers in an efficient and reliable manner
could have an adverse effect on our business, financial condition and results of operations. Any payouts received from insurers
or third party transportation providers may be insufficient to cover the cost of any delays and will not repair damage to our
relationships with our affected customers. We may also be affected by an increase in fuel costs, as it will have a corresponding
impact on freight charges levied by our third party transportation providers. This could require us to expend considerable
resources in addressing our distribution requirements, including by way of absorbing these excess freight charges to maintain
our prices, which could adversely affect our results of operations, or passing these charges on to our customers, which could
adversely affect demand for our products. While we have not faced any such instances that materially affected our operations
in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure you that such instances will not
occur in the future.
35. The financial payment card industry may be subject to pricing pressure as a result of card issuers seeking to reduce
their expenses, which could have an adverse effect on our business, cash flows, results of operations and financial
condition.
Our large credit and debit card issuer customers face continued competitive pressure. As these issuers seek to reduce their
expenses, we, in turn, may experience a decline in the prices at which our products can be sold and at which such services can
be offered. In such instances, in order to continue to supply these products and services at competitive prices, we must reduce
our costs. Typically, we are able to accomplish this through leveraging our scale and production efficiencies. However, we may
not be able to improve our efficiencies to a degree sufficient for maintaining the required margins. Further, our existing long
term contracts are also subject to downward revision of prices. Moreover, we may not be able to cease production of such
products, either due to our ongoing contractual obligations or the risk of losing our existing customer relationships, and as a
result may be required to bear a loss on such products. Further competition in our core market may lead to price erosion, lower
revenue growth rates and lower margins in the future. Should reductions in our production costs fail to keep pace with reductions
in market prices for the products we sell, there could be an adverse effect on our business, financial condition and results of
operations.
36. We may experience software defects, which could harm our business and expose us to potential liability.
Our services are based on sophisticated software and computing systems, and the software underlying our services may contain
undetected errors or defects when first introduced or when new versions are released. Our applications used to process and store
data undergoes vulnerability assessment and penetration testing along with secure code review periodically. While we undertake
similar other measures to ensure the smooth functioning of our software, and have not experienced any software defect or
failure in the preceding three Fiscals and the three months ended June 30, 2025.
we may not be able to control software interruptions or defects in future. In addition, we may experience difficulties in installing
or integrating our technology on systems used by our customers. Defects in our software, errors or delays in the processing of
electronic transactions or other difficulties could result in the interruption of business operations, delays in market acceptance,
additional development and remediation costs, diversion of technical and other resources, loss of customers, negative publicity
or exposure to liability claims. We may be liable under the terms of our agreements with customers for software defects, and
failure to maintain our software and functioning could adversely affect our business, financial condition and results of
operations.
37. Our business may be adversely affected by costs relating to product defects, and we could be faced with product
liability and warranty claims.
We offer services and products such as chips embedded into form factors to make them wearable payment devices and
personalized payment cards embedded with customer data. Accordingly, there is a risk that defects may occur in any of our
services or products, such as non-compliance with size specifications or technological defects that prevent their use as intended.
Such defects can give rise to significant costs, including expenses relating to recalling products, replacing defective items,
writing down defective inventory and the loss of potential sales. In addition, the occurrence of such defects may give rise to
product liability and warranty claims, including liability for damages caused by such defects. If our cards have defects and do
not perform as expected, our reputation could suffer and we may be unable to expand or maintain our customer base as well as
lose sales opportunities and incur liability for damages, including damage claims from customers in excess of the amounts they
pay us for our products, including consequential damages. We may incur additional expenses for resolving errors, providing
60damages for the defects or delays, extending warranties, increasing insurance coverage, obsolescence of inventory and defective
products. Further, we may have to divert significant research and development efforts to resolve such defects in the future. Our
customers may also bring legal actions against us, which could expose us to additional liabilities. In addition, we may be
exposed to potential product liability claims, and the severity and timing of such claims are unpredictable. We face the risk of
loss resulting from, and the adverse publicity associated with, product liability lawsuits, whether or not such claims are valid.
In addition, while there have been no in the preceding three Fiscals and the three months ended June 30, 2025, our customers
may recall their products if they prove to be defective or make compensatory payments in accordance with industry or business
practice or in order to maintain good customer relationships. If such a recall or payment is caused by a defect in one of our
products, our customers may seek to recover all or a portion of their losses from us. If any of these risks materialize, our
reputation would be harmed and there could be an adverse effect to our business, financial condition and results of operations.
38. Our operations are dependent on adequate and uninterrupted external supply of power and water. Any disruption
or shortage in power or water may lead to disruption in operations, higher operating cost and consequent decline
in our operating margins.
Our manufacturing, personalization and printing processes require uninterrupted and constant voltage power for production and
to increase the productivity and lifetime of our machinery and equipment. We source power from local utilities companies, and
independent renewable power producer. Further, we are under an obligation to maintain equity shareholding in such power
producer pursuant to the arrangement entered into with such independent renewable power producer.
Further, while they are not water-intensive, our manufacturing processes require a certain amount of water. To meet this
requirement, we primarily rely on external resources or local utility companies. At some of our facilities, we use our own bore
wells to meet our water needs. Set forth below are details of our power, fuel and water expenses in the corresponding periods:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ million) of Revenue (₹ million) of Revenue (₹ million) of Revenue (₹ million) of Revenue
from from from from
Operations Operations Operations Operations
(%) (%) (%) (%)
Power and fuel 32.74 1.15% 120.17 0.96% 96.64 0.77% 87.01 0.96%
Water expenses 0.21 0.01% 0.69 0.01% 0.69 0.01% 0.52 0.01%
While we have not faced any such instances that materially impacted our in the preceding three Fiscals and the three months
ended June 30, 2025, we cannot assure you that we will continue to have an uninterrupted supply of power or water. Further,
we cannot assure you that we will be able to obtain alternate sources of power or water in a timely manner, and at an acceptable
cost, which may cause a slowdown or interruption to our production process and have an adverse effect on our business,
financial condition and results of operations.
39. Our inability to accurately forecast demand for our products, manage our working capital balances, or our inability
to collect receivables in a timely manner may have an adverse effect on our business, results of operations, cash
flows and financial condition.
While we have entered into master agreements with our customers, the actual quantum of production depends on the purchase
orders subsequently entered to, and there is no commitment on the part of such customers to continue to place new purchase
orders with us. We provide our customers with certain credit periods, as part of our standard payment terms. While we generally
limit the credit we extend to our customers based on their financial condition and payment history, we may still experience
losses because of a customer not paying our dues in a timely manner. While there have not been any instances in the preceding
three Fiscals and the three months ended June 30, 2025, any default in payment by key customers may adversely affect our
receivable days and our cash flows. The table below sets forth details of certain parameters as of the dates indicated:
Particulars As of/ For the Three As of/ For the Year Ended March 31,
Months Ended June 2025 2024 2023
30, 2025
Total Current Assets (₹ million) 5,677.73 11,270.24 9,077.30 4,442.96
Receivable Turnover Days(1) 61.17 40.41 34.89 61.72
Total Current Liabilities (₹ million) 2,286.83 6,784.03 1,907.46 2,913.59
Net Working Capital (₹ million) (2) 2,067.24 1,567.48 1,425.57 1,633.63
Net Working Capital Days(3) 66.35 45.55 41.71 66.09
Net Working Capital Turnover Ratio(4) 0.73 0.12 0.11 0.18
Notes:
(1) Receivable Turnover Days is calculated as trade receivables divided by revenue from operations multiplied by number of days.
(2) Net Working Capital is calculated as inventory plus trade receivables minus trade payables.
61(3) Net Working Capital Days is calculated as inventory days plus trade receivable days minus trade payable days while inventory days is calculated as
(inventories divided by revenue from operations) multiplied by 365. Trade receivables days is calculated as (trade receivables divided by Revenue from
operations) multiplied by 365 and trade payables days is calculated as (trade payables divided by Revenue from operations) multiplied by 365. For the
three-month period ended June 30, 2025, 91 days have been considered instead of 365 days.
(4) Net Capital Turnover Ratio is calculated as net working capital divided by revenue from operations.
Our working capital requirements may increase if payment terms shift to payments on completion of delivery or otherwise
increase our working capital burdens. If a customer delays in making its payment on a product to which we have devoted
significant resources, it may also affect our profitability and liquidity and decrease the capital resources that are otherwise
available for other uses. Any increase in our receivable turnover days will negatively affect our business. If we are unable to
collect customer receivables in a timely manner, it could have an impact effect on our business, financial condition and results
of operations.
40. We face competition that may result in a loss of our market share and/or a decline in our profitability.
We expect our marketplace to continue to be highly competitive as new product markets develop, industry standards become
well known and other competitors attempt to enter the markets in which we operate. In addition, we expect to encounter further
consolidation in the markets in which we operate. Some of our competitors may have longer operating histories, larger customer
bases and greater financial, sales and marketing, manufacturing, distribution, technical and other capabilities than we do. Our
competitors may be able to adapt more quickly to new or emerging technological requirements and changes in customer and/or
regulatory requirements. They may also be able to devote greater resources to the promotion and sale of their products and
services. We also face competition from newly established competitors, suppliers of products and customers who choose to
develop their own products and services. Existing or new competitors may develop products, technologies or services that more
effectively address our markets with enhanced features and functionality, greater levels of integration and at lower costs.
Additionally, mobile payment technology could develop to replace the products and services we offer, which could render our
offerings dated or obsolete, or existing alternative standards of secured mobile payment technology could gain widespread
market acceptance, which could have an adverse impact on our business. As the technological sophistication of our competitors
and the size of the market increase, competing low-cost producers could emerge and grow stronger. If our customers prefer
low-cost alternatives to our products, our revenues and profitability could be adversely affected. We may not be able to continue
to compete successfully against current or new competitors. If we fail to compete successfully, we may lose market share in
our existing markets, which could have an adverse effect on our business, financial condition and results of operations. Also
see, “Basis for Offer Price” on page 142.
41. We have incurred indebtedness and an inability to comply with repayment and other covenants in our financing
agreements could adversely affect our business and financial condition. Further, certain of our financing
agreements involve variable interest rates and an increase in interest rates may adversely affect our results of
operations and financial condition.
As of August 31, 2025, we had total outstanding indebtedness of ₹ 4.85 million. Some of our financing arrangements may have
restrictive or onerous covenants that require us to seek consent of our lenders, or intimate such lenders, upon the occurrence of
specified events. Some of the corporate actions that require prior consents from or intimations to certain lenders include,
amongst others:
(i) Alteration of share capital.
(ii) entering into any arrangement, agreement or commitment with any related party, or paying any fees, commissions or
other sums on any account whatsoever to any related party.
(iii) entering into any amalgamation, demerger, merger or corporate reconstruction.
(iv) undertaking any change in shareholding pattern of our Company.
While we have received all relevant consents required for the purposes of this Offer and have complied with the relevant
covenants, a failure to comply with such covenants in the future may restrict or delay certain actions or initiatives that we may
propose to take from time to time. While we have not defaulted on any covenants in financing agreements in the preceding
three Fiscals and the three months ended June 30, 2025, or undergone rescheduling for repayment of loans in the preceding
three Fiscals and the three months ended June 30, 2025, failure to observe the covenants under our financing arrangements or
to obtain necessary consents/ waivers, constitute defaults under the relevant financing agreements and will entitle the respective
lenders to declare a default against us and enforce remedies under the terms of the financing agreements, that include, among
others, acceleration of amounts due under such facilities, enforcement of any security interest created under the financing
agreements and taking possession of the assets given as security in respect of the financing agreements. A default by us under
the terms of any financing agreement may also trigger a cross-default under some of our other financing agreements, or any
other agreements or instruments of our containing cross-default provisions, which may individually or in aggregate, have an
adverse effect on our operations, financial position and any credit ratings.
62For further information regarding our borrowings, see “Financial Indebtedness” on page 456. There can be no assurance that
we will be able to comply with our current financing agreements or continue to access funds, including by way of short-term
borrowings, on acceptable terms or at all. While we seek to mitigate against such risks by exploring favourable funding options
from banks/financial institutions, there is no assurance that we will be successful in doing so. Certain of our financing
agreements provide for interest at variable rates with a provision for the periodic resetting of interest rates. As such, any increase
in interest rates may have an adverse effect on our business, results of operations, cash flows, and financial condition.
42. We may not be able to sustain the historical growth we have experienced in our business and revenue from
operations.
Set forth below are details of our revenue from operations and profit after tax in the corresponding periods, as per the Restated
Financial Information:
Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025
(₹ million)
Revenue from operations 2,835.19 12,560.71 12,475.22 9,021.74
Profit/ (loss) for the period/year 339.26 2,822.14 2,491.65 1,176.72
Our profit/(loss) for the period/year increased from ₹ 1,176.72 million in Fiscal 2023 to ₹ 2,822.14 million in Fiscal 2025 and
was ₹ 339.26 million in the three months ended June 30, 2025 primarily due to an increase in payment cards sold along with
price revisions, and an increase in card personalisation services. During Fiscal 2025, our Company acquired 10,000 fully paid-
up equity shares of Primacy Industries Private Limited, each with a nominal value of ₹ 100 representing 0.19% of the equity
share capital of Primacy Industries Private Limited for a consideration of ₹ 1.35 million and 33,990,000 fully paid-up
compulsory convertible debentures of Primacy Industries Private Limited, each with a nominal value of ₹ 100 for a
consideration of ₹ 4,498.65 million. These instruments were subsequently sold to MTL, resulting in a recognized profit of ₹
1,100.00 million. For further information, see “Management’s Analysis and Discussion of Financial Condition and Results
of Operations – Results of Operations” on page 442. A decrease in the demand of our products and services may result in a
decrease in our revenue from operations and profitability. We cannot assure you that our growth strategy will continue to be
successful or our revenue from operations and profits will continue to increase at historical rates. Our inability to manage our
business, profitability and growth strategy could have an adverse effect on our business, financial condition, and results of
operations.
43. Our peer company may have better KPIs than us, and we cannot assure you that we will be able to compete
effectively or improve our KPIs in future.
The following table provides a comparison of our KPIs with those of our peer company as at and for the Fiscals ended March
31, 2025, March 31, 2024 and March 31, 2023:
Particulars Unit of Classification Our Company Seshaasai Technologies Limited#
measurement (GAAP/ Non- As at and for the Fiscal ended As at and for the Fiscal ended
GAAP/ March 31, March 31, March 31, March March March 31,
Operational 2025 2024 2023 31, 2025 31, 2024 2023
measure)
Revenue from ₹ in million GAAP measure 12,560.71 12,475.22 9,021.74 14,631.51 15,582.56 11,462.99
operations(1)
Revenue growth % Non-GAAP 0.69 38.28 NA$ (6.10) 35.94 70.44
(YoY)(2) measure
EBITDA(3) ₹ in million Non-GAAP 4,087.66 3,555.72 1,787.20 3,703.65 3,030.10 2,074.27
measure
EBITDA Margin(4) % Non-GAAP 32.01 28.04 19.42 25.13 19.30 17.98
measure
Profit after tax(5) ₹ in million GAAP measure 2,822.14 2,491.65 1,176.72 2,223.20 1,692.78 1,080.98
Profit after tax % Non-GAAP 22.10 19.65 12.78 15.09 10.78 9.37
Margin(6) measure
Return on Equity(7) % Non-GAAP 55.08 79.42 60.41 34.84 39.00 37.26
measure
Return on Capital % Non-GAAP 33.97 51.95 49.30 31.87 33.47 28.65
Employed(8) measure
Fixed Asset Times Non-GAAP 7.27 9.78 7.10 N.A.* N.A.* N.A.*
Turnover Ratio measure
Revenue from ₹ in million Non-GAAP 544.29 176.20 95.15 N.A.* N.A.* N.A.*
Export Sale measure
Revenue from ₹ in million Non-GAAP 12,016.42 12,299.02 8,926.59 N.A.* N.A.* N.A.*
Domestic Sale measure
63Particulars Unit of Classification Our Company Seshaasai Technologies Limited#
measurement (GAAP/ Non- As at and for the Fiscal ended As at and for the Fiscal ended
GAAP/ March 31, March 31, March 31, March March March 31,
Operational 2025 2024 2023 31, 2025 31, 2024 2023
measure)
Volume of banking Number in Operational 86.15 92.00 82.08 N.A.* N.A.* N.A.*
cards million measure&
Number of Number Operational 14 12 9 N.A.* N.A.* N.A.*
Personalization measure&
Bureau
Net Working Number of Non-GAAP 45.55 41.71 66.09 95 62 74
Capital Days(9)(10) days measure
$ The revenue growth as of and for Fiscal 2023 has not been disclosed since the relevant details in relation to revenue for Fiscal 2022 have not been
included in this Updated Draft Red Herring Prospectus – I.
& Neither a GAAP measure, nor a non-GAAP measure.
* This information has not been provided in the key performance indicators disclosed in the prospectus dated September 25, 2025 filed by Seshaasai
Technologies Limited.
# Financial information for the listed industry peer, i.e., Seshaasai Technologies Limited has been mentioned on a consolidated basis and is sourced from
the annual reports/ annual results, as available for the financial year ended March 31, 2025 and submitted to the stock exchanges. Formulae used for
its key performance indicators are as below:
(1) Revenue from operations means the revenue from operations for the year.
(2) Revenue growth has been derived using the formula: (revenue from operations for the current fiscal year/ revenue from operations for the previous
fiscal year)-1
(3) EBITDA = Restated profit before exceptional items and tax +finance cost + depreciation and amortization
(4) EBITDA margin = EBITDA/ total income
(5) PAT = Restated profit/ (loss) for the period/ year
(6) PAT Margin = PAT/ total income
(7) Return on Equity (RoE) = Restated profit/(loss) for the period/ year divided by total equity
(8) Return on capital employed (ROCE) is calculated as profit before interest and taxes divided by total capital employed. Total capital employed is total
equity plus borrowing plus lease liabilities plus deferred tax liability (net)
(9) Net working capital = inventories + trade receivables + other financial assets + other current assets + earmarked balances with bank – trade payables
– lease liabilities – other financial liabilities – provisions - current tax liabilities (net) – other current liabilities
(10) Net working capital days (R/off) = (Net working capital/ revenue from operations)*365
We cannot assure you that we will be able to compete effectively with our peer company or that our KPIs will improve.
44. Significant differences exist between Ind AS used to prepare our financial information and other accounting
principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to
their assessment of our financial condition.
Our Restated Financial Information included in this Updated Draft Red Herring Prospectus – I have been prepared and presented
in conformity with Ind AS, restated in accordance with the requirements of Section 26 of part I of the Companies Act, 2013,
the SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by the ICAI.
Ind AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which prospective
investors may be familiar in other countries. We have not attempted to quantify the impact of U.S. GAAP or IFRS on the
financial data included in this Updated Draft Red Herring Prospectus – I, nor do we provide a reconciliation of our financial
statements to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects from Ind AS. Accordingly, the
degree to which the Ind AS financial statements, which are restated as per the SEBI ICDR Regulations included in this Updated
Draft Red Herring Prospectus – I, will provide meaningful information is entirely dependent on the reader’s level of familiarity
with Indian accounting practices. If our financial statements were to be prepared in accordance with such other accounting
principles, our results of operations, cash flows and financial position may be substantially different. Prospective investors
should review the accounting policies applied in the preparation of our financial statements and consult their own professional
advisers for an understanding of the differences between these accounting principles and those with which they may be more
familiar. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this
Updated Draft Red Herring Prospectus - I should be limited accordingly.
45. We are subject to environmental, health and safety laws, regulations and standards. Non-compliance with and
adverse changes in health, safety, labour, and environmental laws and other similar regulations applicable to our
operations may adversely affect our business, results of operations and financial condition.
Safety, health, labour, and environmental protection laws and regulations that we are subject to, impose controls on air and
water release or discharge, noise levels, storage handling, the management, use, generation, treatment, processing, handling,
storage, transport or disposal of hazardous materials, including the management of certain hazardous waste, along with other
aspects of our manufacturing operations. 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 other expenditure to comply with
environmental standards. Any failure on our part to comply with any existing or future regulations applicable to us may result
in legal proceedings, including public interest litigation being commenced against us, third party claims or the levy of regulatory
64fines. Further, any violation of the environmental laws and regulations may result in fines, criminal sanctions, revocation of
operating permits, or shutdown of our facilities.
We are also subject to the laws and regulations governing employees in such areas as minimum wage and maximum working
hours, overtime, working conditions, hiring and termination of employees, and work permits. There is a risk that we may fail
to comply with such regulations, which could lead to enforced shutdowns and other sanctions imposed by the relevant
authorities, as well as the withholding or delay in receipt of regulatory approvals for our new products. While we have not faced
any such instances that materially affected our operations in the preceding three Fiscals and the three months ended June 30,
2025, we cannot assure you that such instances will not occur in the future. We cannot assure you that we will not be involved
in future litigation or other proceedings, or be held liable in any litigation or proceedings including in relation to safety, health
and environmental matters, the costs of which may be significant. For further details on the laws and regulations applicable to
us, see “Key Regulations and Policies” on page 304.
46. We are required to obtain, renew and maintain statutory and regulatory permits, licenses and approvals to operate
our business, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals
could result in an adverse effect on our results of operations.
We are required to obtain and maintain a number of statutory and regulatory permits and approvals under central, state and
local government rules in the geographies in which we operate, generally for carrying out our business and for our
manufacturing facility including but not limited to registrations and licenses granted under the Factories Act, 1948, Employees’
Provident Funds and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, Water (Prevention &
Control of Pollution) Act, 1974, and the Air (Prevention & Control of Pollution) Act, 1981, and Hazardous & Other Wastes
(Management & Transboundary Movement) Rules, 2016 and Plastic Waste Management Rules, 2016. For further information
on material approvals relating to our business and operations, see “Government and Other Approvals” on page 466. Several
of these approvals are granted for a limited duration. These approvals expire from time to time and we are required to make
applications for renewal of such approvals.
Further, we have acquired the VDP and smart tagging and internet of things solutions, along with holograms, coated products,
and other security printed products divisions from MTL, and certain licenses and approvals pertaining to the smart tagging and
internet of things solutions, along with holograms, coated products, and other security printed products business continue to be
in the name of MTL. While we have, and intend to continue making, applications to transfer these licenses and approvals to
our Company, we cannot assure you that these applications will be approved in a timely manner or at all. We may be subject
to penalties for unauthorized operation of the facilities servicing the smart tagging and internet of things solutions, along with
holograms, coated products, and other security printed products division if we do not receive approval for change of name under
the licenses and approvals in a timely manner.
Approvals required by us may be subject to conditions, and we cannot assure you that these conditions will be met at all times
or that these approvals would not be suspended, withdrawn or revoked in the event of non-compliance or alleged non-
compliance with any terms or conditions thereof, or pursuant to any regulatory action. If there is any failure by us to comply
with the applicable regulations or if the regulations governing our business are amended, we may incur increased costs, be
subject to penalties, have our approvals and permits withdrawn or revoked or suffer a disruption in our operations, any of which
could adversely affect our business. In addition, these registrations, approvals or licenses are liable to be cancelled or the
manufacture or sale of products may be restricted. While we have not faced any such instances that materially affected our
operations in the preceding three Fiscals and the three months ended June 30, 2025, we cannot assure you that such instances
will not occur in the future.
47. If we are unable to establish and maintain an effective internal controls and compliance system, our business and
reputation could be adversely affected.
We are responsible for establishing and maintaining adequate internal measures commensurate with the size and complexity of
operations. We are exposed to operational risks arising from the potential inadequacy or failure of internal processes or systems,
and our actions may not be sufficient to ensure effective internal checks and balances in all circumstances. We take reasonable
steps to maintain appropriate procedures for compliance and disclosure and to maintain effective internal controls over our
financial reporting so that we produce reliable financial reports and prevent financial fraud. Any lapses in judgment or failures
that result from human error can affect the accuracy of our financial reporting, resulting in a loss of investor confidence and a
decline in the price of our equity shares.
Further, our operations are subject to anti-corruption laws and regulations. We participate in collaborations and relationships
with third parties whose actions could potentially subject us to liability under these laws or other local anti-corruption laws. For
instance, in Nepal and Sri Lanka, we have engaged entered into arrangements with a local partner to assist in promoting,
marketing and securing orders for our products, in order to leverage their local expertise. We deploy our partner’s personnel at
banks' premises to undertake personalization using base cards, machines and software supplied by us. While the terms of our
contracts with third parties specify that we will not be liable for their actions, we cannot assure you that claims for vicarious
liability will not be raised against us. Further, any wrongdoing by their respective employees or agents could impact our
65reputation and operations. If we are not in compliance with applicable anti-corruption laws, we may be subject to criminal and
civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse
impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential
violations of anti-corruption laws by the relevant authorities could also have an adverse impact on our business and reputation.
While we have not faced any such instances that materially affected our operations in the preceding three Fiscals and the three
months ended June 30, 2025, we cannot assure you that such instances will not occur in the future. As we continue to grow,
there can be no assurance that there will be no instances of non-compliances with statutory requirements, which may subject us
to regulatory action, including monetary penalties, which may adversely affect our business and reputation.
48. Information relating to the installed production capacity and capacity utilization for our products included in this
Updated Draft Red Herring Prospectus – I are based on various assumptions and estimates and future production
and capacity may vary.
Information relating to the installed capacity and capacity utilization for our products included in this Updated Draft Red
Herring Prospectus – I are based on various assumptions and estimates of our management, including the standard capacity
calculation practice in the cards (plastic and metal) manufacturing, and cheques, tax stamps, and offset printing, and the
capacities of principal equipment used in our production process. While we have obtained a certificate dated November 10,
2025 from H.M. Rao, independent chartered engineer, in relation to the installed production capacity and corresponding
capacity utilization for our products, future capacity utilization may vary significantly from the estimated production capacities
of our manufacturing facility and historical capacity utilization. For further information, see “Our Business – Business
Operations – Capacity and Capacity Utilization” on page 288. Further, the installed capacity, capacity utilization and other
related information may not be computed on the basis of any standard methodology that is applicable across the industry and
therefore may not be comparable to capacity information that may be computed and presented by other comparable companies
in the industry in which we operate.
49. Any disruption to the steady and regular supply of workforce for our operations could adversely affect our business,
cash flows and results of operations.
The success of our operations depends on availability of labour and maintaining good relationship with our workforce. As of
June 30, 2025, we had had 1,823 permanent employees and 1,973 contract labourers. Shortage of skilled/ unskilled personnel
or work stoppages caused by disagreements with employees could have an adverse effect on our business and results of
operations. As of June 30, 2025, none of our workers were unionized. While we have not experienced any major prolonged
disruption in our business operations due to strikes, disputes or other problems with our work force in the preceding three
Fiscals and the three months ended June 30, 2025, we cannot assure you that we will not experience any such disruption in the
future.
India has labour legislations that protects the interests of workers, including legislation that sets forth procedures for the
establishment of unions, dispute resolution and imposes certain financial obligations on employers upon retrenchment. We are
also subject to laws and regulations governing relationships with employees, in such areas as minimum wage and maximum
working hours, overtime, working conditions, hiring and terminating of employees and work permits. For further details, see
“Key Regulations and Policies” on page 304.
We engage contract labourers for performance of certain unskilled and semi-skilled functions at our facilities as well as at our
offices. Although we do not engage these labourers directly, it is possible that we may be held responsible for wage payments
should the contractors engaging such labourers default on wage payments. Further, under the provisions of the Contract Labour
(Regulation and Abolition) Act, 1970, we may be directed to absorb some of these contract laborers as our employees. Any
such orders from a court or any other regulatory authority may adversely affect our results of operations.
50. We are dependent on a number of key personnel, including our Individual Promoter, our Key Managerial
Personnel and members of the Senior Management, and the loss of or our inability to attract or retain such persons
could adversely affect our business, results of operations, financial condition and cash flows.
Our performance depends largely on the efforts and abilities of our senior management and other key personnel, and we have
recently reconstituted our Board of Directors. We believe that the inputs and experience of our Individual Promoter, our
members of the Senior Management and Key Managerial Personnel are valuable for the growth and development of business
and operations and the strategic directions taken by our Company. We cannot assure you that we will be able to retain senior
management or find adequate replacements in a timely manner, or at all. We may require a long period of time to hire and train
replacement personnel when qualified personnel terminate their employment with our Company. We may also be required to
increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting employees that
our business requires. The loss of the services of such persons may have an adverse effect on our business, our results of
operations and our cash flows. For further details, see “Our Management” and “Our Promoters and Promoter Group” on
pages 320 and 341, respectively.
66The continued operations and growth of our business is dependent upon our ability to attract and retain personnel, including
our scientists, who have the necessary and required experience and expertise. The loss of the services of any key personnel or
our inability to recruit or train a sufficient number of experienced personnel or our inability to manage the attrition levels in
different employee categories may have an adverse effect on our financial results and business prospects. The attrition rate for
our employees for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, was 1.81%, 5.12%, 10.38% and
10.43%, respectively. Further, as we expect to continue to expand our operations and develop new products, we will need to
continue to attract and retain experienced management personnel. If we are unable to attract and retain qualified personnel, our
results of operations may be adversely affected.
51. Industry information included in this Updated Draft Red Herring Prospectus - I has been derived from an industry
report exclusively commissioned and paid for by us in connection with the Offer.
We have availed the services of an independent third-party research agency, F&S, appointed by our Company and paid for by
us, to prepare an industry report titled “Assessing the Potential of Global Payments Card Market” dated October 30, 2025 for
purposes of inclusion of such information in this Updated Draft Red Herring Prospectus – I to understand the industry in which
we operate. F&S is not related to the Book Running Lead Managers, our Company, our Directors or our Promoters. This report
is subject to various limitations and is based upon certain assumptions that are subjective in nature. Statements from third parties
that involve estimates are subject to change, and actual amounts may differ materially from those included in this Updated Draft
Red Herring Prospectus – I. The F&S Report uses certain methodologies for market sizing and forecasting. Accordingly,
investors should read the industry related disclosure in this Updated Draft Red Herring Prospectus - I in this context before
making an investment decision regarding the Offer. A copy of the F&S Report is available on the Company’s website at
https://mpimanipal.com/investor-corner. For further details, including disclosures made by F&S in connection with the
preparation and presentation of their report, see “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation” on page 15.
52. Our insurance cover may not be adequate or we may incur uninsured losses or losses in excess of our insurance
coverage which could adversely affect our results of operations and financial condition.
We maintain various insurance policies including industrial all risks policy, standard fire and special perils policy, burglary
insurance policy to cover risks associated with our properties, group personal accident policy for our employees.
Notwithstanding the insurance coverage that we carry, we may not be fully insured against certain business risks. There are
many events that could significantly impact our operations, or expose us to third-party liabilities, for which we may not be
adequately insured. We could face liabilities or otherwise suffer losses should any unforeseen incident such as fire, flood, and
accidents affect our facilities or our Registered and Corporate Office. In addition, our insurance coverage expires from time to
time. We apply for the renewal of our insurance coverage in the normal course of our business, but we cannot assure you that
such renewals will be granted in a timely manner, at acceptable cost, or at all. Our inability to maintain adequate insurance
cover in connection with our business could adversely affect our operations and profitability. While there have not been such
instances in the preceding three Fiscals and the three months ended June 30, 2025, to the extent that we suffer loss or damage
as a result of events for which we are not insured, or which is not covered by insurance, or exceeds our insurance coverage or
where our insurance claims are rejected, the loss would have to be borne by us and our results of operations, financial
performance and cash flows could be adversely affected.
The following tables set forth details of coverage of our insurance policies against the total insurable assets in the years
indicated:
Particulars As of June 30, 2025 As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Sum Insured Percentage of Sum Insured Percentage of Sum Insured Percentage of Sum Insured Percentage of
(₹ million) the Insured (₹ million) the Insured (₹ million) the Insured (₹ million) the Insured
Assets(1) Assets(1) Assets(1) Assets(1)
Coverage of 11,763.50 323.86% 9,793.64 324.76% 7,250.29 415.20% 4,790.23 286.42%
Insurance
Policies(2)(3)
Notes:
(1) Insured Assets include buildings, plant and machinery, furniture and fixtures, office equipment, computers, electrical fittings, inventories,
right-of-use assets, capital work-in-progress, and vehicles.
(2) The above details exclude details of variable data print and secure logistics division of Manipal Technologies Limited acquired pursuant
to business transfer agreement dated April 30, 2024, effective from March 31, 2024, and the Revenue Assurance Acquisition acquired
pursuant to business transfer agreement dated and effective from April 1, 2025.
(3) Coverage of insurance policies represents aggregate of the sum insured across multiple insurance policies covering varied risk.
For further information on the insurance policies availed by us, see “Our Business – Business Operations – Insurance” on
page 301. While we believe that we have obtained insurance against losses which are most likely to occur in our line of business,
there may be certain losses which may not be covered by the insurance policies, which we have not ascertained as on the date.
Therefore, we cannot assure you that we will continue to accurately ascertain and maintain adequate insurance policies for
losses that may be incurred in the future. Further, we cannot assure you that any insurance claim made by us in the future will
honoured fully, in part or on time.
6753. Negative publicity against us, our Promoters, Promoter group, our suppliers, our customers or any of our or their
affiliates could cause us reputational harm and could have a material adverse effect on our business, financial
condition, results of operations and prospects.
From time to time, we, our Promoters, Promoter Group, our suppliers, our customers or any of our or their affiliates may be
subject to negative publicity in relation to our or their business or staff, including publicity covering issues such as anti-
corruption, safety and environmental protection. Such negative publicity, however, even if later proven to be false or misleading,
and even where the entities or individuals implicated are members or employees of our suppliers, customers or our or their
affiliates and not of us, could lead to a temporary or prolonged negative perception against us by virtue of our affiliation with
such individuals, suppliers, customers or affiliates. Our reputation in the marketplace is important to our ability to generate and
retain business. While we have not faced any such instances in the past three Fiscals and the three months ended June 30, 2025,
we cannot assure you that such instances will not occur in the future. In particular, damage to our reputation could be difficult
and time-consuming to repair, and our business, financial condition, results of operations and prospects may be materially and
adversely affected.
54. The average cost of acquisition of Equity Shares by the Promoter Selling Shareholder, could be lower than the
floor price of the Price Band.
The Promoter Selling Shareholder's average cost of acquisition of Equity Shares in our Company may be lower than the floor
price of the Price Band, which is to be determined through the Book Building Process. For further details regarding average
cost of acquisition of Equity Shares by our Promoters (including the Promoter Selling Shareholder) in our Company, see
“Summary of the Offer Document – Average cost of acquisition of Equity Shares by our Promoters (including the Promoter
Selling Shareholder)” on page 31 and for details regarding the build-up of the Equity Shareholdings of by our Promoters in
our Company, see “Capital Structure” on page 96.
55. We have issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer Price.
We have, in the 12 months preceding the filing of this Updated Draft Red Herring Prospectus - I, issued Equity Shares at prices
that may be lower than the Offer Price. See “Capital Structure – Equity shares issued in the preceding one year below the
Offer Price” on page 99. The price at which our Company has issued the Equity Shares in the past is not indicative of the price
at which they will be issued or traded.
56. Our Company will not receive any proceeds from the Offer for Sale.
The Offer comprises an Offer for Sale by the Promoter Selling Shareholder. Our Company will not receive any proceeds from
the Offer for Sale. The proceeds from the Offer for Sale (net of Offer expense) will be transferred to the Promoter Selling
Shareholder.
57. Our Promoters and Promoter Group will continue to exercise significant influence over us after completion of the
Offer.
As on the date of this Updated Draft Red Herring Prospectus – I, our Promoters and Promoter Group hold 62.10% of the issued
and outstanding equity share capital of our Company on a fully-diluted basis. Post listing, our Promoters and Promoter Group
will continue to exercise significant influence over us through their shareholding after the Offer. In accordance with applicable
laws and regulations, our Promoters will have the ability to exercise, directly or indirectly, a significant influence over our
business. This includes, but is not limited to, control over the composition of our Board, delay, defer or cause a change of our
control or a change in our capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination
involving us. The interests of our Promoters and members of Promoter Group may conflict with your interests and the interests
of our other Shareholders, and our Promoters and members of Promoter Group could make decisions that may adversely affect
our business operations, and hence the value of your investment in the Equity Shares.
58. Our Promoters, certain of our Directors, senior management and Key Managerial Personnel are interested in our
Company’s performance in addition to their remuneration and reimbursement of expenses.
In addition to regular remuneration or benefits or sitting fees and reimbursement of expenses, our Promoters, certain of our
Directors, senior management and KMPs of our Company are otherwise interested in our Company. This interest is to the extent
of their interest in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company
which is promoted by them or in which they hold directorships or any partnership firm in which they are partners, Equity
Shares, if any, held by them and their relatives (together with other distributions in respect of Equity Shares), or held by the
entities in which they are associated as partners, promoters, directors, proprietors, members or trustees, or that may be
subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners,
proprietors, members or trustees, pursuant to the Offer, and any dividend and other distributions payable in respect of such
Equity Shares.
68We cannot assure you that our Promoters, Directors, senior management and our KMPs will exercise their rights as Shareholders
to the benefit and best interest of our Company. As Shareholders of our Company, our Promoters, Directors, senior management
or KMPs may take or block actions with respect to our business which may conflict with the best interests of the Company or
that of minority shareholders. For further information on the interest of our Promoters and Directors of our Company, other
than reimbursement of expenses incurred or normal remuneration or benefits, see “Our Management” and “Our Promoters
and Promoter Group” on pages 320 and 341, respectively.
59. Our Promoters, Directors, Key Managerial Personnel, members of the Senior Management and other key
executives of our Company may enter into ventures that may lead to real or potential conflicts of interest with our
business. Further, conflicts of interest may arise out of common business objects between our Company and Group
Companies.
While there is no such conflict as of the date of this Updated Draft Red Herring Prospectus - I, a conflict of interest may occur
between our business and the business of such ventures in which our Promoters, Directors, Key Managerial Personnel, members
of the Senior Management and other key executives of our Company may choose to be involved. Our Promoters, Directors,
Key Managerial Personnel, members of the Senior Management and related entities may compete with us in future and have
no obligation to direct any opportunities to us. We seek to avoid such conflicts through the terms of our contracts with our
employees. However, we cannot assure you that these or other conflicts of interest that may arise in future will be resolved in
an impartial manner.
As on the date of this Updated Draft Red Herring Prospectus – I, our Promoters, Directors, KMPs, SMPs, group companies and
members of the Promoter Group, do not have any conflict of interest between the suppliers of raw materials and third-party
service providers (crucial for operations of our Company), Further, there are no conflicts of interest between the lessors of our
Company’s immovable properties (crucial for operations of our Company) and our Promoters, Directors, KMPs, SMPs, group
companies and members of the Promoter Group, save as follows:
(i) Our Registered and Corporate Office premises has been taken on lease from one of our Promoters, Manipal Media
Network Limited; and
(ii) We have recently completed the acquisitions of variable data printing and smart tagging and internet of things
solutions, along with holograms, coated products, and other security printed products businesses of one of our
Promoters, Manipal Technologies Limited. For details, see “History and Certain Corporate Matters – Details
regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation
of assets, etc. in the last 10 years” on page 311.
We cannot assure you that there will not be any conflict of interest between our Company or Group Companies. There can be
no assurance that such entities will not compete with our existing business or any future business that we might undertake or
that we will be able to suitably resolve such a conflict without an adverse effect on our business and financial performance.
60. We have in this Updated Draft Red Herring Prospectus – I included certain non-GAAP financial measures and
certain other industry measures related to our operations and financial performance. These non-GAAP measures
and industry measures may vary from any standard methodology that is applicable across the industries in which
we operate, and therefore may not be comparable with financial or industry related statistical information of similar
nomenclature computed and presented by other companies.
Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial performance
have been included in this Updated Draft Red Herring Prospectus – I. We compute and disclose such non-GAAP financial
measures and such other industry related statistical information relating to our operations and financial performance as we
consider such information to be useful measures of our business and financial performance, and because such measures are
frequently used by securities analysts, investors and others to evaluate the operational performance of companies in our industry,
many of which provide such non-GAAP financial measures and other industry related statistical and operational information.
Such supplemental financial and operational information is therefore of limited utility as an analytical tool, and investors are
cautioned against considering such information either in isolation or as a substitute for an analysis of our audited financial
statements as reported under applicable accounting standards disclosed elsewhere in this Updated Draft Red Herring Prospectus
- I.
These non-GAAP financial measures and such other industry related statistical and other information relating to our operations
and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry
and therefore may not be comparable to financial measures and industry related statistical information of similar nomenclature
that may be computed and presented by other companies. For further information, see “Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Non-GAAP Measures” on page 439.
61. Our customers or vendors may engage in transactions in or with countries or persons that are subject to United
States and other sanctions.
69U.S. law generally prohibits U.S. persons from directly or indirectly investing or otherwise doing business in or with certain
countries that are the subject of comprehensive sanctions and with certain persons or businesses that have been specially
designated by the OFAC or other U.S. government agencies. Other governments and international or regional organizations
also administer similar economic sanctions. While we have not in the past entered into transactions with customers or vendors
located in countries to which certain OFAC-administered and other sanctions apply, there can be no assurance that we will be
able to fully monitor all of our transactions for any potential violation. If it were determined that transactions in which we
participate violate U.S. or other sanctions, we could be subject to U.S. or other penalties, and our reputation and future business
prospects in the United States or with U.S. persons, or in other jurisdictions, could be adversely affected. We rely on our staff
to be up-to-date and aware of the latest sanctions in place. Further, investors in the Equity Shares could incur reputational or
other risks as the result of our customers or vendors’ dealings in or with countries or with persons that are the subject of U.S.
sanctions.
62. The Offer Price, market capitalization to revenue from operations multiple and price to earnings ratio based on the
Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing.
Our revenue from operations and profit for the period for the three months ended June 30, 2025 was ₹ 2,835.19 million and ₹
339.26 million, respectively while for our revenue from operations and profit for the year for Fiscal 2025 was ₹ 12,560.71
million and ₹ 2,822.14 million, respectively. Our price to earnings ratio, based on our Fiscal 2025 profit after tax is [●] times
and [●] times at the lower end and the upper end of the Price Band. Our market capitalization to revenue from operations for
Fiscal 2025 multiple is [●] times and [●] times at the lower end and the upper end of the Price Band.
The table below provides details of our price to earnings ratio and market capitalization to revenue from operations:
Particulars Price to Earnings Ratio* Market Capitalization to Revenue*
For Fiscal 2025 [●] [●]
* To be populated at Prospectus stage.
The Offer Price of the Equity Shares is proposed to be determined on the basis of assessment of market demand for the Equity
Shares offered through the book-building process prescribed under the SEBI ICDR Regulations, and certain quantitative and
qualitative factors as set out in the section titled “Basis for Offer Price” on page 142 and the Offer Price, multiples and ratios
may not be indicative of the market price of the Equity Shares on listing or thereafter.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Stock Exchanges
may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for the Equity Shares
will develop, or if developed, the liquidity of such market for the Equity Shares.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations
in our operating results, market conditions specific to the industry we operate in, developments relating to India and international
markets, regulatory amendments or similar situations, volatility in the securities markets in India and other jurisdictions,
variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and
changes in economic, legal and other regulatory factors. As a result, the market price of the Equity Shares may decline below
the Offer Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Offer Price.
63. Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and
may be subject to change based on various factors, some of which are beyond our control. Further, any variation
in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior
shareholders’ approval.
We intend to use the Net Proceeds for (i) Funding the capital expenditure requirements of our Company towards towards
purchasing and setting up of new and second-hand equipment at (a) card manufacturing facility, personalization bureau and
cheque printing facility in Manipal, Karnataka, (b) personalization bureau and cheque printing facility in Chennai, Tamil Nadu,
Noida, Uttar Pradesh, and personalization bureau in Navi Mumbai, Maharashtra, (c) cheque printing facilities in Navi Mumbai,
Maharashtra and Howrah, West Bengal, (d) central cards processing centers at Chhattisgarh RTO, and (e) Smart Tagging and
IoT Solutions facility in Manipal (“Capital Expenditure on Equipment”); and (ii) general corporate purposes in the manner
specified in “Objects of the Offer” on page 127. The amount of Net Proceeds to be actually used will be based on our
management’s estimates and has not been appraised by any bank or financial institution.
However, the deployment of the Net Proceeds will be monitored by a monitoring agency appointed pursuant to the SEBI ICDR
Regulations. Our internal management estimates may exceed fair market value or the value that would have been determined
by third-party appraisals, which may require us to reschedule or reallocate our capital expenditure and may have an adverse
impact on our business, financial condition, results of operations and cash flows. We may have to reconsider our estimates or
business plans due to changes in underlying factors, some of which are beyond our control, such as interest rate fluctuations,
changes in input cost, and other financial and operational factors. At this stage, we cannot determine with any certainty if we
would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment,
70business conditions, economic conditions or other factors beyond our control. Accordingly, prospective investors in the Issue
will need to rely upon our management’s judgment with respect to the use of Net Proceeds. If we are unable to deploy the Net
Proceeds in a timely or an efficient manner, it may affect our business and the results of operations.
In accordance with Sections 13(8) and 27 of the Companies Act, 2013, we cannot undertake any variation in the utilization of
the Net Proceeds without obtaining the shareholders’ approval through a special resolution. Pursuant to Section 13(8) of the
Companies Act, 2013, our Promoters 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 proving of the Equity Shares, in accordance with the Companies Act, 2013 and the SEBI
ICDR Regulations. In the event of any such circumstances that require us to undertake variation in the disclosed utilization of
the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability
in obtaining such shareholders’ approval may adversely affect our business or operations.
In light of these factors, we may not be able to undertake variation of objects of the Issue to use any unutilized proceeds of the
Issue, if any, or vary the terms of any contract referred to in this Updated Draft Red Herring Prospectus – I, even if such
variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business
or financial condition by re-deploying the unutilized portion of Net Proceeds, if any, or varying the terms of contract, which
may adversely affect our business and results of operations.
64. Some of our Directors may not have prior experience as directors of companies listed on recognized stock exchanges
in India.
Some of our Directors may not have experience as directors of companies listed on recognized stock exchanges in India.
Directors of companies listed on recognized stock exchanges in India typically have a wide range of responsibilities, including,
among others, ensuring compliance with continuing listing obligations, monitoring and overseeing management, operations,
financial condition and trajectory of the company. We cannot assure you that our Directors will be able to adequately manage
our Company after we become a listed company, due to their lack of prior experience as directors of companies listed on
recognized stock exchanges. Accordingly, we will get limited guidance from them and accordingly, may fail to maintain and
improve the effectiveness of our disclosure controls, procedures and internal control as required for a listed entity under the
applicable law.
External Risk Factors
Risks Related to India
65. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other
events could materially and adversely affect our business.
Natural disasters (such as drought, typhoons, flooding, and/or earthquakes), epidemics, pandemics such as COVID-19, and
man-made disasters, including acts of war, terrorist attacks, and other events, many of which are beyond our control, may lead
to economic instability, including in India or globally, which may in turn materially and adversely affect our business, financial
condition, and results of operations. Global conflicts may result in sustained instability across global financial markets, induce
volatility in commodity prices, adversely impact availability of natural gas, increase in supply chain, logistics times and costs,
increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in economic
activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe weather, which can result
in damage to our property or inventory and generally reduce our productivity, and may require us to evacuate personnel and
suspend operations. Any terrorist attacks or civil unrest as well as other adverse social, economic, and political events in India
could have a negative effect on us. Such incidents could also create a greater perception that investment in Indian companies
involves a higher degree of risk and could have an adverse effect on our business and the price of the Equity Shares.
66. Political, economic or any other factors in India and internationally beyond our control may have an adverse effect
on our business, results of operations, financial condition and cash flows.
Adverse economic developments, such as rising fiscal or trade deficit, in other emerging market countries may also affect
investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in
general. Any of these factors could depress economic activity and restrict our access to capital, which could have an adverse
effect on our business, results of operations, financial condition and cash flows and reduce the price of our Equity Shares. As a
result, we are dependent on prevailing economic conditions in India and our results of operations are affected by factors
influencing the Indian economy. The following external risks may have an adverse impact on our business and results of
operations, should any of them materialize:
• increase in interest rates, which may adversely affect our access to capital and increase our borrowing costs;
• political instability, resulting from a change in government or economic and fiscal policies;
71• instability in other countries and adverse changes in geopolitical situations;
• change in the government or a change in the economic and deregulation policies;
• strikes, lock-outs, work stoppages or increased wage demands by employees, suppliers or other service providers;
• civil unrest, acts of violence, terrorist attacks, regional conflicts or war;
• a decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;
• macroeconomic factors and central bank regulation, including in relation to interest rates movements which may in turn
adversely impact our access to capital and increase our borrowing costs;
• high rates of inflation in India could increase our costs without proportionately increasing our revenues, and as such
decrease our operating margins;
• downgrading of India’s sovereign debt rating by rating agencies; and
• international business practices that may conflict with other customs or legal requirements to which we are subject to,
including anti-bribery and anti-corruption laws; 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.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely
affect our business, results of operations, financial condition and cash flows and the price of the Equity Shares. Our performance
and the growth of our business depend on the overall performance of the Indian economy as well as the economies of the
regional markets in which we operate. Moreover, we are dependent on the various policies, initiatives and schemes proposed
or implemented in India, however, there can be no assurance that such policies, initiatives and schemes will yield the desired
results or benefits which we anticipate and rely upon for our growth.
Further, global macroeconomic conditions, changes in laws and regulations and other factors may impact our business and
operations. For instance, in early 2025, the United States imposed tariffs across a range of countries and products. In addition,
the President of the United States has directed various federal agencies to further evaluate key aspects of U.S. trade policy, and
there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies and treaties.
The timing, amount and impact of such measures (including any retaliatory measures) cannot be predicted but could result in
lower economic growth. Market reactions to the uncertainty of such measures could further depress economic activity until
more clarity about trade conditions and tariffs is achieved. Such adverse economic or financial conditions could have a material
adverse effect on our business, results of operations, financial condition and cash flows. In addition, China is one of India’s
major trading partners and there are rising concerns of a possible slowdown in the Chinese economy as well as a strained
relationship with India, which could have an adverse impact on the trade relations between the two countries. In response to
such developments, legislators and financial regulators in the United States and other jurisdictions, including India,
implemented a number of policy measures designed to add stability to the financial markets. Further, the imposition of tariffs
by the US government under its “Fair and Reciprocal Plan” may impact Indian businesses, especially those with a substantial
export presence in the US market. This policy has resulted in the imposition of tariffs across a diverse range of sectors, including
steel, aluminum, pharmaceuticals, textiles, and electronics. As a results, Indian exporters may encounter heightened costs and
uncertainties, potentially constraining their market competitiveness and profitability. These developments, or the perception
that any of them could occur, have had and may continue to have an adverse effect on global economic conditions and the
stability of global financial markets, and may significantly reduce global market liquidity, restrict the ability of key market
participants to operate in certain financial markets or restrict our access to capital. However, the overall long-term effect of
these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended
stabilising effects.
67. Any downturn in the macroeconomic environment in India could adversely affect our business, results of
operations, financial condition and cash flows.
Our performance and the growth of our business are necessarily dependent on the health of the overall Indian economy.
Therefore, any downturn in the macroeconomic environment in India could adversely affect our business, results of operations,
financial condition and cash flows. The Indian economy could be adversely affected by various factors, such as pandemics,
epidemics, political and regulatory changes, including adverse changes in the Government’s liberalisation policies, social
disturbances, religious or communal tensions, terrorist attacks and other acts of violence or war such as ongoing Ukraine-Russia
conflict, Israel-Palestine conflict, Israel-Iran conflict, natural calamities, volatility in interest rates, volatility in commodity and
energy prices, a loss of investor confidence in other emerging market economies and any worldwide financial instability. In
addition, an increase in India’s trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s foreign
72exchange reserves could increase interest rates and adversely affect liquidity, which could adversely affect the Indian economy
and thereby adversely affect our business, results of operations, financial condition and cash flows.
68. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including
conditions in the United States, Europe and certain emerging economies in Asia. Any worldwide financial instability may cause
increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial
sector and us. Although economic conditions vary across markets, loss of investor confidence in one emerging economy may
cause increased volatility across other economies, including India. Financial instability in other parts of the world could have a
global influence and thereby negatively affect the Indian economy. Financial disruptions could materially and adversely affect
our business, prospects, financial condition, results of operations and cash flows. Further, economic developments globally can
have a significant impact on our principal markets. Concerns related to a trade war between large economies may lead to
increased risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy.
These developments, or the perception that any of them could occur, have had and may continue to have a material adverse
effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market
liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital.
This could have a material adverse effect on our business, financial condition and results of operations and reduce the price of
the Equity Shares.
69. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative impact
on our business and results of operations.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any adverse
revisions to credit ratings for India and other jurisdictions we operate in by international rating agencies may adversely impact
our ability to raise additional financing. This could have an adverse effect on our ability to fund our growth on favourable terms
and consequently adversely affect our business and financial performance and the price of the Equity Shares.
70. Changing laws, rules or regulations and legal uncertainties in India, including adverse application of taxation laws
and regulations, may adversely affect our business, results of operations, financial condition and cash flows.
The regulatory and policy environment in which we operate is evolving and is subject to change. Unfavorable 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.
Further, the government of India introduced new labour laws relating to social security (Code on Social Security, 2020),
occupational safety (Occupational Safety, Health and Working Conditions Code, 2020), industrial relations (Industrial
Relations Code, 2020) and wages (Code on Wages, 2019), which were to take effect from April 1, 2021. The GoI has notified
the effective date of implementation of certain provisions of the Code on Wages, 2019 and Code on Social Security, 2020, it
has deferred the effective date of implementation of the other labour laws listed above, and they shall come into force from
such dates as may be notified. Further, the government of India has introduced the Bharatiya Nyaya Sanhita, 2023, the Bharatiya
Nagarik Suraksha Sanhita, 2023 and the Bharatiya Sakshya Adhiniyam, 2023, which replaces the Indian Penal Code, 1860, the
Code of Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively, which have received the asset of the
President of India on December 25, 2023 and was notified on February 23, 2024. The provisions came into force on July 1,
2024. The effect of the provisions of these on us and the litigations involving us cannot be predicted with certainty at this stage.
In addition. earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in the
hands of the company. Such dividends were generally exempt from tax in the hands of the shareholders. However, the
Government of India has amended the the Income Tax Act, 1961 to abolish the DDT regime. Accordingly, any dividend
distributed by a domestic company is subject to tax in the hands of the investor at the applicable rate. Additionally, the Company
is required to withhold tax on such dividends distributed at the applicable rate.
We cannot predict the impact of any changes in or interpretations of existing, or the promulgation of, new laws, rules and
regulations applicable to us and our business. Unfavorable 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, our business, operations or group structure being deemed to be in contravention of such laws and/or may require
us to apply for additional approvals. We may incur increased costs and expend resources relating to compliance with such new
requirements, which may also require significant management time, and any failure to comply may adversely affect our
business, results of operations and prospects. Uncertainty in the applicability, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability of
our current business or restrict our ability to grow our business in the future.
7371. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate
thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced
high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our
business, including increased costs of wages, raw materials and other expenses relevant to our business. High fluctuations in
inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India
can increase our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in part, and
may adversely affect our business and financial condition. In particular, we might not be able to reduce our costs or entirely
offset any increases in costs with increases in prices for our products. In such case, our business, results of operations, cash
flows and financial condition may be adversely affected. Further, the GoI has previously initiated economic measures to combat
high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation
levels will not worsen in the future.
72. We may be affected by competition laws, the adverse application or interpretation of which could adversely affect
our business.
The Competition Act, 2002, as amended (the “Competition Act”) was enacted for the purpose of preventing practices that have
or are likely to have an adverse effect on competition (“AAEC”) in certain markets in India and has mandated the Competition
Commission of India (the “CCI”) to regulate such practices. Under the Competition Act, any arrangement, understanding or
action, whether formal or informal, which causes or is likely to cause an AAEC is deemed void and attracts substantial penalties.
Further, any agreement among competitors which directly or indirectly involves determination of purchase or sale prices, limits
or controls production, or shares the market by way of geographical area or number of clients in the relevant market is presumed
to have an appreciable adverse effect on competition in the relevant market in India and shall be void. Further, the Competition
Act prohibits abuse of dominant position by any enterprise. If it is proved that the contravention committed by a company took
place with the consent or connivance or is attributable to any neglect on the part of, any director, manager, secretary or other
officer of such company, that person shall be guilty of the contravention and liable to be punished.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in India.
Consequently, certain agreements entered into by us could be within the purview of the Competition Act. Further, the CCI has
extra-territorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such
agreement, conduct or combination has an AAEC in India. The effect of the provisions of the Competition Act on the
agreements entered into by us cannot be predicted with certainty at this stage. In the event, we pursue acquisitions in the future,
we may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, any
enforcement proceedings initiated by the CCI, any adverse publicity that may be generated due to scrutiny or prosecution by
the CCI, or any prohibition or substantial penalties levied under the Competition Act, which would adversely affect our
business, results of operations, financial condition and cash flows.
73. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover provisions
under Indian law.
As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or change in
control of our Company. These provisions may discourage or prevent certain types of transactions involving actual or threatened
change in the control of our Company. Under the Takeover Regulations, an acquirer has been defined as any person who,
directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or
acting in concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders
are protected, these provisions may also discourage a third party from attempting to take control of our Company after
completion of the Offer. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity
Shares at a premium to their market price or would otherwise be beneficial to our shareholders, such a takeover may not be
attempted or consummated because of the regulatory framework applicable to us.
74. Investors may have difficulty enforcing foreign judgments in India against us or our management.
Our Company’s assets are located in India, all of our Company’s Directors, Key Managerial Personnel and members of Senior
Management are residents of India. As a result, it may not be possible for investors to effect service of process upon our
Company or such persons in jurisdictions outside India, or to enforce against them judgments obtained in courts outside India.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. The United
Kingdom, Singapore, United Arab Emirates, and Hong Kong have been declared by the GoI to be reciprocating territories for
purposes of Section 44A of the Code of Civil Procedure, 1908 (“CPC”). Section 44A of the CPC provides that where a foreign
judgement has been rendered by a superior court, within the meaning of such section, in any country or territory outside of
India which the GoI has by notification declared to be in a reciprocating territory, it may be enforced in India by proceedings
in execution as if the judgement had been rendered by the relevant court in India. However, Section 44A of the CPC is applicable
74only to monetary decrees not being of the same nature as amounts payable in respect of taxes, other charges of a like nature or
of a fine or other penalties. A judgement of a court of a country which is not a reciprocating territory may be enforced in India
only by a suit on the judgement under Section 13 of the CPC, and not by proceedings in execution. Under the CPC, a court in
India shall, on the production of any document purporting to be a certified copy of a foreign judgement, presume that the
judgement was pronounced by a court of competent jurisdiction, unless the contrary appears on record. However, under the
CPC, such presumption may be displaced by proving that the court did not have jurisdiction.
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings
in execution in India. The United States and India do not currently have a treaty providing for reciprocal recognition and
enforcement of judgments in civil and commercial matters. A final judgement 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 judgement 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. Any
such suit must be brought in India within three years from the date of the judgement in the same manner as any other suit filed
to enforce a civil liability in India.
However, the party in whose favour such final judgement is rendered may bring a new suit in a competent court in India based
on a final judgement that has been obtained in the United States or other such jurisdiction within three years of obtaining such
final judgement. It is unlikely that an Indian court would award damages on the same basis as a foreign court if an action were
brought in India. Moreover, it is unlikely that an Indian court will award damages to the extent awarded in a final judgement
rendered outside India if it believes that the amount of damages awarded were excessive or inconsistent with the public policy
of India or Indian law. In addition, any person seeking to enforce a foreign judgement in India is required to obtain the prior
approval of the RBI under the FEMA to execute such a judgement or to repatriate any amount recovered.
75. The trading volume and market price of the Equity Shares may be volatile following the Offer.
Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. Further, the market price of
the Equity Shares may fluctuate as a result of, among other things, the following factors, some of which are beyond our control:
• 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 performance, 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 by third parties or governmental entities of significant claims or proceedings against us;
• new laws and governmental regulations applicable to our industry;
• additions or departures of key management personnel and members of senior management;
• changes in exchange rates;
• fluctuations in stock market prices and volume; and
• general economic and stock market conditions.
Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.
76. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges which may
adversely affect trading price of our Equity Shares.
SEBI and Stock Exchanges have been introducing various enhanced pre-emptive surveillance measures in order to enhance
market integrity and safeguard interest of investors. The main objective of these measures is to alert and advice investors to be
extra cautious while dealing in these securities and advice market participants to carry out necessary due diligence while dealing
75in these securities. Accordingly, SEBI and Stock Exchanges have provided for (a) GSM on securities where such trading price
of such securities does not commensurate with financial health and fundamentals such as earnings, book value, fixed assets,
net-worth, price per equity multiple and market capitalization; and (b) ASM on securities with surveillance concerns based on
objective parameters such as price and volume variation and volatility.
On listing of our Equity Shares, we may be subject to general market conditions as well as other factors which may include
significant price and volume fluctuations. The price of our Equity Shares may also fluctuate after listing of our Equity Shares
due to several factors such as volatility in the Indian and global securities market, our profitability and performance,
performance of our competitors, changes in the estimates of our performance or any political or economic factors. The
occurrence of any of the abovementioned factors may trigger the parameters listed by SEBI and/or the Stock Exchanges for
placing securities under the GSM or ASM framework such as net worth and net fixed assets of securities, high low variation in
securities, concentration of business associates, close to close price variation, market capitalization, variation in volume,
delivery percentage and average unique PAN traded over a period of time. In the event our Equity Shares are covered under
such pre-emptive surveillance measures implemented by SEBI and/or the Stock Exchanges, we may be subject to certain
additional restrictions in relation to trading of our Equity Shares such as limiting trading frequency (for example, trading 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 market for trading and
liquidity of our Equity Shares and on the reputation and conditions of our Company.
77. Fluctuation 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 Stock Exchanges. 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 taken for such conversion may reduce the net
dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating the
proceeds from a sale of Equity Shares outside India, 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 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 returns on our Equity Shares, independent of our operating
results.
78. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian
company is generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an Indian stock
exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for more than 12 months
may be subject to long-term capital gains tax in India at the specified rates depending on certain factors, such as STT paid, the
quantum of gains and any available treaty exemptions. Accordingly, you may be subject to payment of long-term capital gains
tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied
on and collected by a domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of
our Equity Shares held for a period of 12 months or less will be subject to short-term capital gains tax in India. While non-
residents may claim tax treaty benefits in relation to such capital gains income, generally, Indian tax treaties do not limit India’s
right to impose tax on capital gains arising from the sale of shares of an Indian company.
The Finance Act, 2020 had stipulated that the sale, transfer and issue of certain securities through exchanges, depositories or
otherwise to be charged with stamp duty. The Finance Act, 2020 amended the Indian Stamp Act, 1899 with effect from July 1,
2020 and also clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case of
sale of certain securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration through
a depository, the onus will be on the transferor. The stamp duty for transfer of certain securities, other than debentures, on a
delivery basis is currently specified under the Finance Act, 2020 at 0.015% and on a non-delivery basis is specified at 0.003%
of the consideration amount. These amendments have come into effect from July 1, 2020. Under the Finance Act, 2020, any
dividends paid by an Indian company will be subject to tax in the hands of the shareholders at applicable rates. Such taxes will
be withheld by the Indian company paying dividends. Further, the Finance Act, 2020, which removed the requirement for DDT
to be payable in respect of dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly,
such dividends would not be exempt in the hands of the shareholders, both resident as well as non-resident. Our Company may
or may not grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting tax
at source pursuant to any corporate action including dividends. Investors are advised to consult their own tax advisors and to
carefully consider the potential tax consequences of owning Equity Shares.
In terms of the Finance Act, 2025, with effect from March 29, 2025, taxes payable by an assessee on the capital gains arising
from transfer of long-term capital assets (introduced as Section 112A of the Income-Tax Act, 1961) shall be calculated on such
long-term capital gains at the rate of 12.50%, where the long-term capital gains exceed ₹125,000, subject to certain exceptions
76in case of resident individuals and Hindu Undivided Families. The stamp duty for transfer of certain securities, other than
debentures, on a delivery basis is currently specified at 0.015% and on a non-delivery basis is specified at 0.003% of the
consideration amount.
Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning,
investing or trading in our Equity Shares. Any dividends paid by an Indian company will be subject to tax in the hands of the
shareholders at applicable rates. Such taxes will be withheld by the Indian company paying dividends. Non-resident
shareholders may claim benefit of the applicable tax treaty, subject to satisfaction of certain conditions. We may or
may not grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting
tax at source pursuant to any corporate action including dividends. Investors are advised to consult their own tax advisors
and to carefully consider the potential tax consequences of owning Equity Shares.
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.
79. The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for
the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors may be unable to resell
the Equity Shares at or above the Offer Price, or at all.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the stock exchanges
may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for the Equity Shares
will develop, or if developed, the liquidity of such market for the Equity Shares. Our Equity Shares are expected to trade on
NSE and BSE after the Offer, but there can be no assurance that active trading in our Equity Shares will develop after the Offer,
or if such trading develops that it will continue. Investors may not be able to sell our Equity Shares at the quoted price if there
is no active trading in our Equity Shares. There has been significant volatility in the Indian stock markets in the recent past, and
the trading price of our Equity Shares after the Offer could fluctuate significantly as a result of market volatility or due to
various internal or external risks, including but not limited to those described in this Updated Draft Red Herring Prospectus - I.
The market price of our Equity Shares may be influenced by many factors, some of which are beyond our control, including,
among others:
• the failure of security analysts to cover the Equity Shares after the Offer, or changes in the estimates of our performance
by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by us or our Shareholders;
• investor perception of us and the industry in which we operate;
• changes in accounting standards, policies, guidance, interpretations of principles;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations; and
• the public’s reaction to our press releases and adverse media reports.
A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
80. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity
Shares may not be indicative of the market price of the Equity Shares after the Offer. Further, the current market
price of some securities listed pursuant to certain previous issues managed by the BRLMs is below their respective
issue prices.
The determination of the Price Band is based on various factors and assumptions, and will be determined by our Company in
consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be determined by our Company in
consultation with the BRLMs through the Book Building Process. These will be based on numerous factors, including factors
as described under “Basis for Offer Price” on page 142 and may not be indicative of the market price for the Equity Shares
after the Offer. The relevant financial parameters based on which the Price Band would be determined shall be disclosed in the
advertisement to be issued for publication of the Price Band.
Further, there can be no assurance that the relevant financial parameters will improve or become higher than our listed
comparable industry peers in the future. An inability to improve, maintain or compete, or any reduction in such financial
77parameters in comparison with the listed comparable industry peers may adversely affect the market price of the Equity Shares.
There can be no assurance that our methodologies are correct or will not change and accordingly, our position in the market
may differ from that presented in this Updated Draft Red Herring Prospectus - I.
In addition to the above, the current market price of securities listed pursuant to certain previous initial public offerings managed
by the BRLMs is below their respective issue price. For further information, see “Other Regulatory and Statutory Disclosures
– Price information of past issues handled by the Book Running Lead Managers” on page 481. The factors that could affect
the market price of the Equity Shares include, among others, broad market trends, financial performance and results of our
Company post-listing, and other factors beyond our control. We cannot assure you that an active market will develop or
sustained trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares
will be traded after listing.
81. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may dilute
your shareholding and sale of Equity Shares by shareholders with significant shareholding may adversely affect
the trading price of the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including a
primary offering of Equity Shares including to comply with minimum public shareholding norms applicable to listed companies
in India or, convertible securities or securities linked to Equity Shares including through exercise of employee stock options,
may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity
Shares by our shareholders 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 our Equity Shares or incurring additional debt. In
addition, any perception by investors that such issuances or sales might occur may also affect the market price of our Equity
Shares. There can be no assurance that we will not issue Equity Shares, convertible securities or securities linked to Equity
Shares or that our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future.
82. 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.
Under foreign exchange regulations currently in force in India, 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. 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. We cannot assure you that any required approval from the RBI or any other
governmental agency can be obtained with or without any particular terms or conditions.
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 Non-debt Rules, all investments under the foreign direct investment route
by entities of a country which shares land border with India or where the beneficial owner of the Equity Shares is situated in or
is a citizen of any such country, can only be made through the Government approval route, as prescribed in the Consolidated
FDI Policy dated October 15, 2020 and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future
foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the
aforesaid restriction/purview, such subsequent change in the beneficial ownership will also require approval of the GoI. These
investment restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure investors that any
required approval from the RBI or any other governmental agency can be obtained on any particular terms or conditions or at
all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 521.
83. 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 block the Bid amount on
submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of equity shares or the Bid
Amount) at any stage after submitting a Bid. Similarly, Retail Individual Bidders can revise or withdraw their Bids at any time
during the Bid/Offer Period and until the Bid/ Offer Closing date, but not thereafter. While we are 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, within three Working Days from the Bid/ Offer Closing Date or such
other period as may be prescribed by the SEBI, events affecting the investors’ decision to invest in the Equity Shares, including
adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results
of operations, cash flows or financial condition may arise between the date of submission of the Bid and Allotment.
7884. There is no guarantee that our Equity Shares will be listed on the BSE and NSE in a timely manner or at all.
Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase
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. Investors’ book entry, or ‘demat’
accounts with depository participants in India, are expected to be credited within one working day of the date on which the
Basis of Allotment is approved by the Stock Exchanges. The trading in the Equity Shares upon receipt of final listing and
trading approvals from the Stock Exchanges is required 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 commence trading in the Equity Shares would restrict investors’ ability to dispose of 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.
85. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and
thereby may suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity shares pre-
emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages
before the issuance of any new equity shares, unless the pre-emptive rights have been waived by adoption of a special resolution.
However, if the laws of the jurisdiction the investors are located in does not permit them to exercise their pre-emptive rights
without our filing an offering document or registration statement with the applicable authority in such jurisdiction, the investors
will be unable to exercise their pre-emptive rights unless we make such a filing. If we elect not to file a registration statement,
the new securities may be issued to a custodian, who may sell the securities for the investor’s benefit. The value the custodian
receives on the sale of such securities and the related transaction costs cannot be predicted. In addition, to the extent that the
investors are unable to exercise pre-emption rights granted in respect of the Equity Shares held by them, their proportional
interest in us would be reduced.
86. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate
procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would
apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and wide-spread as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as
shareholder of our Company than as a shareholder of an entity in another jurisdiction.
79SECTION III: INTRODUCTION
THE OFFER
The following table sets forth the details of the Offer:
Offer(1)(7)(8)^# Up to [●] Equity Shares of face value of ₹ 2 each for cash at price of ₹ [●] per Equity
Share (including a premium of [●] per Equity Share) aggregating to ₹ [●] million.
of which:
Fresh Issue^(1) Up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ 4,000.00 million
Offer for Sale(2) Up to 17,500,000 Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●]
million
The Offer consists of:
QIB Portion(3)(4)(6) Not less than [●] Equity Shares of face value of ₹ 2 each, aggregating up to ₹ [●]
million
of which:
- Anchor Investor Portion Up to [●] Equity Shares of face value of ₹ 2 each
- Net QIB Portion (assuming the Anchor Investor [●] Equity Shares of face value of ₹ 2 each
Portion is fully subscribed)
of which:
- Mutual Fund Portion [●] Equity Shares of face value of ₹ 2 each
- Balance of the Net QIB Portion for all QIBs, [●] Equity Shares of face value of ₹ 2 each
including Mutual Funds
Non-Institutional Portion(4)(5)(6) Not more than [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●]
million
of which:
- One-third is available for allocation to Bidders [●] Equity Shares of face value of ₹ 2 each
with an application size of more than ₹ 0.20 million
and up to ₹ 1.00 million
- Two-thirds is available for allocation to Bidders [●] Equity Shares of face value of ₹ 2 each
with an application size of more than ₹ 1.00 million
Retail Portion(4)(6) Not more than [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●]
million
Pre-Offer and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on 222,365,000 Equity Shares of face value of ₹ 2 each
the date of this Updated Draft Red Herring
Prospectus – I)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹ 2 each
Utilisation of Net Proceeds of the Offer See “Objects of the Offer” beginning on page 127 for details regarding the use of Net
Proceeds from the Fresh Issue. Our Company will not receive any proceeds from the
Offer for Sale.
# Subject to finalization of Basis of Allotment.
^ Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be
at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
(1) The Offer has been authorised by our Board pursuant to a resolution passed at their meeting dated June 23, 2025. The Fresh Issue has been authorized
by our Shareholders pursuant to a special resolution passed at their extraordinary general meeting dated June 24, 2025. Our Board has taken on record
the consent of the Promoter Selling Shareholder to participate in the Offer for Sale pursuant to its resolution dated June 23, 2025.
(2) The Equity Shares being offered by the Promoter Selling Shareholder are eligible for being offered for sale pursuant to the Offer in terms of Regulations
8 and 8A of the SEBI ICDR Regulations. The Promoter Selling Shareholder has authorised its participation in the Offer for Sale as set out below:
S. No. Name of the Selling Shareholder Type of the Selling Shareholder Number of the Offered Shares Date of consent letter Date of corporate
action/ board
resolution/
authorisation letter
1. Manipal Technologies Limited Promoter Selling Shareholder Up to 17,500,000 Equity Shares June 21, 2025 June 21, 2025
(3) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis, in accordance
with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the Equity Shares allocated to Anchor Investors. One-third of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the remaining Equity Shares shall
be added back to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds
80only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than the Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event the aggregate demand from Mutual
Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion
and allocated proportionately to the QIB Bidders (other than the Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” on
page 503.
(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion, as
applicable, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company
and the Promoter Selling Shareholder, in consultation with the BRLMs, and the Designated Stock Exchange, subject to applicable laws. Under-
subscription, if any, in the Net QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories of Bidders.
(5) The Equity Shares available for allocation to NIIs under the Non-Institutional Portion shall not be less than 15% of the Offer and be subject to the
following, and in accordance with the SEBI ICDR Regulations: (i) one-third of the portion available to NIIs shall be reserved for Bidders 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 NIIs shall be reserved for Bidders with
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 NIIs.
(6) Allocation to Bidders in all categories, except the Anchor Investor Portion, Non-Institutional Portion and the Retail Portion, shall be made on a
proportionate basis subject to valid Bids received at or above the Offer Price, as applicable. The allocation to each RII and NII shall not be less than the
minimum Bid Lot and minimum application size, subject to availability of Equity Shares in the Retail Portion and the Non-Institutional Portion,
respectively, and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified
in the SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations.
(7) If (i) our Company does not make the minimum Allotment in the Offer as specified under Rule 19(2)(b) of the SCRR or does not achieve the minimum
subscription of 90% of the Fresh Issue on the Bid/ Offer Closing Date, (ii) subscription level falls below the aforesaid minimum subscription after the
Bid/ Offer Closing Date due to withdrawal of Bids, post-technical rejections, or for any other reason, (iii) in case of devolvement of Underwriting,
aforesaid minimum subscription is not received within such period as prescribed under applicable law, or (iv) if the listing or trading permission is not
obtained from the Stock Exchanges for the Equity Shares in the Offer, the Promoter Selling Shareholder, to the extent of its Offered Shares, and our
Company shall forthwith refund the entire subscription amount in accordance with applicable law.
(8) In the event of under-subscription in the Offer, the Equity Shares will be allocated for Allotment in the following order:
(i) such number of Equity Shares will first be Allotted by our Company such that 90% of the Fresh Issue portion is subscribed;
(ii) once the Equity Shares have been Allotted as per (a) above, the Allotment shall be undertaken on the basis of Equity Shares offered by the Promoter
Selling Shareholder
(iii) upon Allotment pursuant to (a) and (b), the remaining Equity Shares, if any, will be Allotted towards balance portion of the Fresh Issue.
For further details, see “Offer Structure”, “Offer Procedure” and “Terms of the Offer” on pages 500, 503 and 494, respectively.
81SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary financial information as derived from our Restated Financial Information as at for
the three-month period ended June 30, 2025 and for the Fiscals 2025, 2024 and 2023.
The Restated Financial Information referred to above are presented under “Restated Financial Information” beginning on
page 354. The summary of financial information presented below should be read in conjunction with the “Restated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning
on pages 354 and 427, respectively.
[The remainder of this page has intentionally been left blank]
82Summary of Restated Statement of Assets and Liabilities
(₹ in million, unless otherwise stated)
Particulars As at and for the three- As at March As at March As at March
month period ended 31, 2025 31, 2024 31, 2023
June 30, 2025
ASSETS
Non-current assets
Property, plant and equipment 1,066.59 1,133.62 893.43 1,036.74
Right-of-use assets 1,082.46 992.06 437.70 183.94
Capital work-in-progress 242.23 120.89 38.27 1.52
Other intangible assets 24.50 25.80 50.27 73.48
Financial assets
(i) Investments 0.40 0.40 0.40 0.40
(ii) Other financial assets 135.60 161.77 202.56 188.35
Non Current tax assets (net) 22.00 22.00 32.75 74.06
Deferred tax assets (net) 259.32 228.76 113.89 56.24
Other non-current assets 124.04 141.15 180.52 76.84
Total non-current assets 2,957.14 2,826.45 1,949.79 1,691.57
Current assets
Inventories 1,251.07 1,094.42 1,121.34 1,423.06
Financial assets
(i) Investments 1,176.90 1,718.74 - -
(ii) Trade receivables 1,905.86 1,390.66 1,192.40 1,525.61
(iii) Cash and cash equivalents 216.69 300.84 5,046.32 49.26
(iv) Bank balances other than (ii) above 494.12 551.98 390.31 122.30
(v) Loans - - 1,001.14 1,040.54
(vi) Other financial assets 212.93 5,805.22 96.87 88.78
Other current assets 420.16 408.38 228.92 193.41
Total current assets 5,677.73 11,270.24 9,077.30 4,442.96
Total assets 8,634.87 14,096.69 11,027.09 6,134.53
EQUITY AND LIABILITIES
Equity
Equity share capital 444.73 413.61 413.61 413.61
Other equity 5,175.47 2,628.86 482.51 (1,344.27)
Total Equity 5,620.20 3,042.47 896.12 (930.66)
Non-current liabilities
Financial liabilities
(i) Borrowings 1.81 3,574.13 4,283.79 414.34
(ii) Lease Liabilities 702.91 678.14 313.34 132.07
(iii) Other financial liabilities - - 3,618.45 3,600.00
Provisions 23.12 17.92 7.93 5.19
Total non-current liabilities 727.84 4,270.19 8,223.51 4,151.60
Current liabilities
Financial liabilities
(i) Borrowings 0.39 1,154.53 210.95 551.87
(ii) Lease Liabilities 274.87 238.49 116.03 52.38
(iii) Trade payables
a)total outstanding dues of micro enterprises and small 23.00 19.28 20.23 14.31
enterprises
b)total outstanding dues of creditors other than micro 1,066.69 898.32 867.94 1,300.73
enterprise and small enterprise
iv) Other financial liabilities 222.69 3,879.14 271.10 619.33
Other current liabilities 180.64 174.71 134.84 113.72
Provisions 349.56 306.51 247.70 236.90
Current tax liabilities (net) 168.99 113.05 38.67 24.35
Total current liabilities 2,286.83 6,784.03 1,907.46 2,913.59
Total liabilities 3,014.67 11,054.22 10,130.97 7,065.19
Total equity and liabilities 8,634.87 14,096.69 11,027.09 6,134.53
83Summary of Restated Statement of Profit and Loss
(₹ in million, unless otherwise stated)
Particulars As at and for the For the year For the year For the year
three-month period ended March ended March ended March
ended June 30, 2025 31, 2025 31, 2024 31, 2023
Income
Revenue from operations 2,835.19 12,560.71 12,475.22 9,021.74
Other income 91.49 210.35 204.50 183.08
Total income 2,926.68 12,771.06 12,679.72 9,204.82
Expenses
Cost of materials consumed 855.58 4,277.33 5,424.71 5,007.69
Purchase of stock-in-trade 69.11 299.47 369.77 343.24
Changes in inventories of stock-in-trade and work-in-progress 13.02 26.09 155.95 (87.07)
Employee benefits expense 299.73 1,041.72 903.50 628.24
Finance costs 337.51 1,091.17 204.02 118.34
Depreciation and amortisation expense 138.32 551.93 348.23 353.48
Other expenses 735.90 3,038.79 2,270.07 1,525.52
Total expenses 2,449.17 10,326.50 9,676.25 7,889.44
Profit/(loss) before exceptional items and tax 477.51 2,444.56 3,003.47 1,315.38
Exceptional items - 1,100.00 - -
Profit/(Loss) before tax 477.51 3,544.56 3,003.47 1,315.38
Tax expense:
Current tax 141.88 812.60 587.65 214.13
Deferred tax (3.63) (90.18) (75.83) (74.72)
Tax provision in respect of earlier years - - - (0.75)
Total tax expenses 138.25 722.42 511.82 138.66
Profit/(loss) for the period/ year (A) 339.26 2,822.14 2,491.65 1,176.72
Other comprehensive income/ (loss)
Items that will not be reclassified subsequently to profit or loss
Re-measurement gain/ (loss) on defined benefit plans (7.87) 12.75 (15.32) (22.67)
Income tax relating to remeasurements of defined benefit plans 1.98 (3.21) 3.86 5.70
Items that will be reclassified subsequently to profit or loss
Exchange differences in translating the financial statements of (0.68) (0.13) - -
foreign operations
Total other comprehensive income/ (loss) (B) (6.57) 9.41 (11.46) (16.97)
Total comprehensive income/ (loss) for the period/ year 332.69 2,831.55 2,480.19 1,159.75
(A+B)
Profit for the period/ year attributable to
Owners of the company 339.26 2,822.14 2,491.65 1,176.72
Non-controlling interests - - - -
Other comprehensive income/ (loss) (‘OCI’) for the period/
year attributable to
Owners of the company (6.57) 9.41 (11.46) (16.97)
Non-controlling interests - - - -
Total comprehensive income for the period/ year
Owners of the company 332.69 2,831.55 2,480.19 1,159.75
Non-controlling interests - - - -
Earnings per equity share (face value of ₹ 2 each)
Basic (₹) 1.60* 13.65 12.05 5.69
Diluted (₹) 1.57* 13.41 12.03 5.69
* Not annualized.
84Summary of Restated Statement of Cash Flows
(₹ in million, unless otherwise stated)
Particulars As at and for the For the year For the year For the year
three-month ended March ended March ended March
period ended 31, 2025 31, 2024 31, 2023
June 30, 2025
Profit before tax 477.51 3,544.56 3,003.47 1,315.38
Adjustments for:
Depreciation and amortization expenses 138.34 551.92 348.23 353.48
Interest expense carried at amortized cost 310.50 1,007.82 152.80 82.67
Interest expense on lease liabilities 21.42 76.25 33.94 14.39
Interest income (10.68) (95.37) (155.05) (111.15)
Impact of Financial guarantee liability (40.49) (61.75) (0.17) -
Provision for warranty 0.96 1.02 (18.99) 10.35
Fair value Gain on Investment (7.47) (13.74) - -
Profit on disposal of investment (20.97) (1,104.39) - -
Provision for doubtful debts and other advances 7.78 (54.22) 24.86 (17.72)
Provision for disputed matters 19.33 30.00 30.00 30.00
Bad debts written off - 8.27 45.77 -
Employee share based payment expenses 19.05 54.65 4.08 -
Unrealised Exchange (Gain)/Loss (4.61) (7.00) (2.14) (6.77)
Loss on sale of property, plant and equipment - 35.65 - -
Operating profit before working capital changes 910.67 3,973.67 3,466.80 1,670.63
Adjustments for:
(Increase)/decrease in trade receivables (521.26) (151.96) 291.40 (1,039.43)
(Increase)/decrease in inventories (156.65) 26.92 301.72 (644.75)
(Increase)/decrease in loans and advances and other assets (21.54) (304.73) (738.40) (2.92)
Increase/(decrease) in trade payables 174.98 8.40 (423.88) 553.61
Increase/(decrease) in other liabilities 38.12 18.97 720.05 100.48
Cash (used in)/ generated from operations 424.32 3,571.27 3,617.69 637.62
Direct Taxes refund/(paid) [net] (85.95) (727.47) (532.02) (205.13)
Net cash (used in)/ generated from operating activities (A) 338.37 2,843.80 3,085.67 432.49
Cash flows from investing activities
Payment for acquisition of property plant and equipment and (149.54) (659.96) (118.09) (18.73)
intangible assets
Proceeds from sale of property, plant and equipment - 2.71 - -
Deposits with banks 87.42 (88.02) (273.17) (125.18)
Repayment of inter-corporate loan given - 1,001.14 39.41 106.22
Acquisition on account of Business combination (3,600.00) - (550.00) -
Proceeds from sales of Shares & Debentures 5,594.40 - - -
Investment in shares and debentures - (4,500.00) - -
Income on investments 549.31 (1,705.00) - -
Income on Investments 20.97 4.39 - -
Interest received 7.48 83.48 143.05 107.07
Net cash flow (used in)/ generated from investing activities (B) 2,510.04 (5,861.26) (758.80) 69.38
C. Cash flow from Financing activities
Net proceeds from the borrowings from bank 2.21 - (636.14) (40.84)
Proceeds from debentures issued - - 4,500.00 350.00
Repayment of debentures (2,500.00) (133.64) (195.15) (21.21)
Dividend paid - - (41.36) (41.36)
Principal element of lease payments (66.61) (197.29) (92.03) (39.64)
Interest element of lease payments (21.42) (76.25) (33.94) (14.39)
Interest expense (346.06) (627.09) (150.93) (82.49)
Impact on account of common control business combination - (693.62) (680.26) (566.41)
Net cash flow (used in)/generated from financing activities (C) (2,931.88) (1,727.89) 2,670.19 (456.34)
Net increase/ (decrease) in cash and cash equivalents (A+B+C) (83.47) (4,745.35) 4,997.06 45.53
Cash and cash equivalents at the beginning of the period/ year 300.84 5,046.32 49.26 3.73
Effect of foreign exchange on cash and cash equivalents (0.68) (0.13) - -
Cash and cash equivalents at the end of the period/ year 216.69 300.84 5,046.32 49.26
Cash and cash equivalents include
85Particulars As at and for the For the year For the year For the year
three-month ended March ended March ended March
period ended 31, 2025 31, 2024 31, 2023
June 30, 2025
Cash-in-hand 0.00 0.00 0.00 -
Balances with banks
- Current accounts 146.69 160.84 4,437.88 49.26
- Deposit with original maturities of less than 3 months 70.00 140.00 608.44 -
Total cash and bank balances at end of the period/ year 216.69 300.84 5,046.32 49.26
86GENERAL INFORMATION
Registered and corporate office of our Company
Udayavani Building, Press Corner
Manipal 576 104
Karnataka, India
Company registration number and corporate identity number
(a) Registration number: 045316
(b) Corporate identity number: U72900KA2008PLC045316
Address of the Registrar of Companies
Our Company is registered with the Registrar of Companies, Karnataka at Bengaluru, situated at the following address:
Registrar of Companies, Karnataka at Bengaluru
‘E’ Wing, 2nd Floor, Kendriya Sadana
Kormangala
Bengaluru 560 034
Karnataka, India
Board of Directors
The table below sets forth the details of our Board of Directors as on the date of this Updated Draft Red Herring Prospectus –
I:
Name Designation DIN Address
Kukkundoor Girish Kini Executive Director and Chief 11128061 Vasu Saraswathi Kripa, Saralebettu, Umamaheshwari
Executive Officer Temple Road, Manipal, Udupi 576 104, Karnataka, India
Tonse Gautham Pai Director (Non-Executive) 00120314 38 Ananth Nagar, Manipal, Udupi 576 104, Karnataka,
India
Abhay Anant Gupte Director (Non-Executive) 00389288 #19A Adarsh Vista Vignana Nagar VibhutiPura Bangalore
North Marathahalli Colony North Bangalore, Bengaluru
560 037, Karnataka, India
Baikadi Narahari Director (Non Executive) 00776676 4-280, Sadhana Manipal Alevoor Road, Ashok Nagara,
80Badagabettu, Udupi 576 104, Karnataka, India
Ramachandra Kasargod Independent Director 01715073 B-2004 Neptune C H S L Adi Shankaracharya Marg Sun
Kamath City Powai IIT, Mumbai 400 076, Maharashtra, India
Padmaja Shailen Independent Director 01383513 A-104 Ram Vihar Behind DPS School Sector-30 Gautam
Ruparel Buddha Nagar, Noida 201 301, Uttar Pradesh, India
Rohan Ajila Independent Director 01549005 No 302, Elpalacio Apartments No. 6 Major General
Loganadan Road Vasanthnagar North Bangalore,
Bengaluru 560 002, Karnataka, India
Binoy Sandip Parikh Independent Director 10060552 6-B, Valkeshwar Society, B/h. C.N.Vidhyalay, Nr. Tatsat
Society, Ambavadi, Ahmedabad city, Ambawadi Vistar,
Ahmedabad 380 015, Gujarat, India
For brief profiles and further details of our Board of Directors, see “Our Management – Board of Directors” on page 320.
Company Secretary and Compliance Officer
Dattatri Manjunatha Hardur is the Company Secretary and Compliance Officer of our Company. His contact details are as
follows:
Address: Udayavani Building, Press Corner, Manipal 576 104, Karnataka, India
E-mail: investor.relations@mpimanipal.com
Telephone: +91 820 2205 000
Statutory Auditor of our Company
Manian & Rao, Chartered Accountants
#361, 1st Floor, 7th Cross
Jayanagar 1st Block
87Bengaluru 560 011
Karnataka, India
Tel.: +91 80 2656 9500/ 9501
E-mail: paresh@manian-rao.com
Firm Registration Number: 001983S
Peer Review Number: 016272
Changes in Statutory Auditors
Except as disclosed below, there has been no change in the Statutory Auditor during the three years immediately preceding the
date of this Updated Draft Red Herring Prospectus – I:
Particulars Date of change Reason for change
Manian & Rao, Chartered Accountants February 1, 2024 Appointment as the statutory auditors of our
No. 361, 1st Floor, 7th Cross, Jayanagar 1st Block Company on account of casual vacancy.
Bengaluru 560 011
Karnataka, India
E-mail: paresh@manian-rao.com
Peer review number: 016272
ICAI firm registration number: 001983S
Gurudas Shenoy H., Chartered Accountants October 20, 2023 Resignation as the statutory auditors of our
Gurudev, P.R. Nayak’s Compound, Company, due to lack of peer review
Rabindranath Tagore Road, certificate.
Udupi 576 102
Karnataka, India
E-mail: cliguru@gmail.com
Membership number: 029204
Investor Grievances
Bidders may contact the Company Secretary and Compliance Officer, Book Running Lead Managers or Registrar to the Offer
in case of any pre-Offer or post-Offer related queries, grievances and for redressal of complaints, including non-receipt of letters
of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-
receipt of funds by electronic mode, etc.
All Offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full details such as
name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, address of the
Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was
blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum
Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further,
the Bidder shall enclose a copy of the Acknowledgment Slip or provide the application number received from the Designated
Intermediary(ies) in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted
through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. 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 BRLMs where the Anchor Investor
Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
Motilal Oswal Investment Advisors Limited Axis Capital Limited
Motilal Oswal Tower 1st Floor, Axis House
Rahimtullah Sayani Road Pandurang Budhkar Marg
Opposite Parel ST Depot, Prabhadevi Worli, Mumbai 400 025
Mumbai 400025 Maharashtra, India
Maharashtra, India Telephone: +91 22 4325 2183
Telephone: + 91 22 7193 4380 E-mail: manipal.ipo@axiscap.in
E-mail: mpi.ipo@motilaloswal.com Investor grievance e-mail: complaints@axiscap.in
Investor grievance e-mail: moiaplredressal@motilaloswal.com Website: www.axiscapital.co.in
Website: www.motilaloswalgroup.com Contact Person: Tosit Agarwal
Contact person: Ronak Shah SEBI Registration No.: INM000012029
88SEBI Registration No.: INM000011005
ICICI Securities Limited IIFL Capital Services Limited
ICICI Venture House 24th Floor, One Lodha Place
Appasaheb Marathe Marg, Prabhadevi Senapati Bapat Marg, Lower Parel (West)
Mumbai 400 025 Mumbai 400 013
Maharashtra, India Maharashtra, India
Telephone: +91 22 6807 7100 Telephone: +91 22 4646 4728
E-mail: mpisl.ipo@icicisecurities.com E-mail: mpi.ipo@iiflcap.com
Investor grievance e-mail: customercare@icicisecurities.com Investor grievance e-mail: ig.ib@iiflcap.com
Website: www.icicisecurities.com Website: www.iiflcapital.com
Contact person: Ramesh Vaswana/ Shri Subramanyam Contact person: Yogesh Malpani/ Pawan Kumar Jain
SEBI registration number: INM000011179 SEBI registration number: INM000010940
Nuvama Wealth Management Limited
801 - 804, Wing A, Building No 3
Inspire BKC, G Block,
Bandra Kurla Complex, Bandra East
Mumbai 400 051
Maharashtra, India
Telephone: +91 22 4009 4400
E-mail: mpi.ipo@nuvama.com
Investor grievance e-mail: customerservice.mb@nuvama.com
Website: www.nuvama.com
Contact person: Pari Vaya
SEBI registration number: INM000013004
Syndicate Members
[●]
Statement of inter-se allocation of responsibilities among the BRLMs
The responsibilities and coordination by the BRLMs for various activities in this Offer are as follows:
S. No. Activity Responsibility Co-ordination
1. Due diligence of our Company including our operations/ management/ business BRLMs Motilal
plans/ legal, etc.
Drafting and design of the Pre-filed Draft Red Herring Prospectus, the Red
Herring Prospectus, the Prospectus, the abridged prospectus and the application
form
The BRLMs shall ensure compliance with stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, the RoC and
SEBI, including finalisation of Prospectus and the RoC filing.
Capital structuring with the relative components and formalities such as type of
instruments, size of issue, allocation between primary and secondary, etc.
Due diligence of Company’s business, positioning strategy and drafting of
business section of the Pre-filed Draft Red Herring Prospectus, Updated Draft
Red Herring Prospectus – I, Red Herring Prospectus, and Prospectus
2. Drafting and approval of all statutory advertisements BRLMs Motilal
3. Drafting and approval of all publicity material other than statutory BRLMs Axis
advertisement as mentioned above, including corporate advertising, brochure,
etc., and filing of media compliance report
4. Appointment of intermediaries – Registrar to the Offer, advertising agency, BRLMs IIFL
Banker(s) to the Offer, Sponsor Bank, printer and other intermediaries,
including coordination of all agreements to be entered into with such
intermediaries
5. Preparation of roadshow presentation BRLMs ISEC
6. Preparation of FAQs BRLMs IIFL
7. International institutional marketing of the Offer, which will cover inter alia: BRLMs ISEC
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings; and
• Finalizing roadshow and investor meeting schedule.
8. Domestic institutional marketing of the Offer, which will cover inter alia: BRLMs Motilal
• Marketing strategy;
• Finalizing the list and division of investors for one-to-one meetings; and
• Finalizing roadshow and investor meeting schedule.
9. Retail marketing of the Offer, which will cover, inter alia: BRLMs Axis
89S. No. Activity Responsibility Co-ordination
• Finalizing media, marketing
• Public relations strategy and publicity;
• FAQs for retail road shows,
• Finalizing collection centres,
• Finalising centres for holding conferences for brokers,
• Follow up on distribution of publicity, Issue material including form, RHP/
Prospectus and deciding quantum
10. Non-Institutional marketing of the Offer, which will cover, inter alia: BRLMs Nuvama
• Finalising media, marketing and public relations strategy, including list of
frequently asked questions at road shows;
• Finalising centres for holding conferences for brokers, etc.; and
• Finalising collection centres.
11. Coordination with the Stock Exchanges for book building software, bidding BRLMs Nuvama
terminals, mock trading.
12. Anchor coordination, anchor CAN and intimation of anchor allocation. BRLMs Axis
13. Managing the book and finalization of pricing in consultation with our BRLMs Nuvama
Company.
14. Post bidding activities: Management of escrow accounts, coordinate non- BRLMs IIFL
institutional allocation, coordination with the Registrar, the SCSBs and the
Bank to the Offer, intimation of allocation and dispatch of refund to bidders,
etc.
Post-Offer activities: Follow up steps, including allocation to Anchor Investors,
follow up with Bankers to the Offer and SCSBs, finalisation of the basis of
allotment or weeding out of multiple applications, the listing of shares, dispatch
of certificates or demat credit and refunds and coordination with various
agencies connected with the post issue activity such as Registrar to the Offer,
the Bankers to the Offer, the SCSBs.
Co-ordination with SEBI and the Stock Exchanges: For submission of all post-
Offer reports, including the initial and final post-Offer report to SEBI.
Registrar to the Offer
MUFG Intime India Private Limited
(formerly Link Intime India Private Limited)
C-101, 1st Floor, 247 Park,
L.B.S. Marg, Vikhroli (West)
Mumbai 400 083
Maharashtra, India
Telephone: +91 81 0811 4949
E-mail: manipalpayment.ipo@in.mpms.mufg.com
Investor grievance e-mail: manipalpayment.ipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Contact person: Shanti Gopalkrishnan
SEBI registration number.: INR000004058
Legal Counsel to our Company as to Indian law
Trilegal
One World Centre, 10th Floor
Tower 2A & 2B, Senapati Bapat Marg
Lower Parel (West)
Mumbai – 400 013
Maharashtra, India
Telephone: +91 22 4079 1000
Email: ipo@trilegal.com
Attention: Richa Choudhary
Banker to our Company
The South Indian Bank Limited
Corporate Branch, No.74
Sumeru Towers, Brigade Road
Bengaluru 560 025
Karnataka, India
90Tel: +91 080 4379 1774
E-mail: br0715@sib.co.in
Website: www.southindianbank.com
Contact Person: Georgekutty Sebastian
CIN: L65191KL1929PLC001017
Bankers to the Offer
Escrow Collection Bank(s)
[●]
Public Offer Account Bank
[●]
Refund Bank(s)
[●]
Sponsor Bank(s)
[●]
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI
Bidder using the UPI Mechanism), not Bidding through Syndicate/ Sub-Syndicate Members or through a Registered Broker,
RTA or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may
be prescribed by SEBI from time to time.
Eligible SCSBs and mobile applications enabled for UPI Mechanism
In accordance with the SEBI ICDR Master Circular, the UPI Bidders may only apply through the SCSBs and mobile
applications whose names appear on the website of the SEBI, which may be updated from time to time. A list of SCSBs and
mobile applications, using the UPI handles and which are live for applying in public issues using UPI mechanism, is provided
as Annexure A to the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and
specified on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, respectively, as updated from
time to time 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 RIIs) 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 SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to time or such other
website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or such other website as may be prescribed by
SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e., through the Registered
Brokers at the Broker Centres. 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 the Stock Exchanges at
http://www.bseindia.com/ and https://www.nseindia.com/, respectively, as updated from time to time, as updated from time to
time.
91Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as their name and
contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products/content/equities/
ipos/asba_procedures.htm, respectively, as updated from time to time.
Credit Rating
As the Offer is an initial public offering of Equity Shares, there is no requirement to obtain credit rating for the Offer.
Grading of the Offer
No credit agency registered with SEBI has been appointed for obtaining grading for the Offer.
Debenture Trustees
As this is an offer of Equity Shares, the appointment of debenture trustees is not required.
Monitoring Agency
Our Company shall, in compliance with Regulation 41 of the SEBI ICDR Regulations, appoint a monitoring agency for the
monitoring of the utilisation of the Gross Proceeds and proceeds of the pre-IPO placement (if consummated), prior to filing of
the Red Herring Prospectus. For further details in relation to the proposed utilisation of the Gross Proceeds, please see “Objects
of the Offer – Monitoring of utilisation of funds” on page 140.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by an agency.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated November 3, 2025 from our Statutory Auditor, Manian & Rao, Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under section 26(5) of the
Companies Act, 2013, read with the SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus – I 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 their (i) examination report dated November 1, 2025 on our Restated Financial Information included in this
Updated Draft Red Herring Prospectus – I, (ii) their report dated November 3 on the ‘Statement of Possible Special Tax
Benefits’ available to our Company and equity shareholders under the direct and indirect tax laws, included in this Updated
Draft Red Herring Prospectus – I, and (iii) the certificates issued by them in connection with the Offer in their capacity as the
Statutory Auditor of our Company. Such consent has not been withdrawn as on the date of this Updated Draft Red Herring
Prospectus – I. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within
the meaning as defined under the U.S. Securities Act.
Our Company has received written consent dated November 4, 2025 from Vasan & Sampath LLP, holding a valid peer review
certificate from ICAI, to include its name as required under section 26(5) of the Companies Act, 2013, read with the SEBI
ICDR Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” under Section 2(38) of the Companies
Act, to the extent and in its capacity as an independent chartered accountant, in respect of their certificates in connection with
the Offer and such consent has not been withdrawn as on the date of this Updated Draft Red Herring Prospectus – I. However,
the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined
under the U.S. Securities Act.
92Our Company has received written consent dated June 27, 2025 from the independent chartered engineer, namely H.M. Rao
(registration number: M 117575/5), the Chartered Engineer, pursuant to his consent letter dated June 27, 2025 (the “ICE
Certificate”), to include his name, as required, under section 26(5) of the Companies Act, 2013, read with the SEBI ICDR
Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the
Companies Act, to the extent and in his capacity as a chartered engineer, in relation to the ICE Certificate, along with certificate
dated November 10, 2025 certifying inter alia the annual installed capacity, actual production and capacity utilisation of the
manufacturing facilities owned and/or controlled by our Company and details in relation to product portfolio and manufacturing
process of our Company. Such consent has not been withdrawn as on the date of this Updated Draft Red Herring Prospectus –
I. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning
as defined under the U.S. Securities Act.
Our Company has received written consent from the independent practising company secretary, namely P N Pai & Co.,
Company Secretaries, holding a valid peer review certificate from ICSI pursuant to their consent letter dated June 27, 2025 (the
“PCS Consent”), to include their name, as required, under section 26(5) of the Companies Act, 2013, read with the SEBI ICDR
Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the
Companies Act, in relation to the PCS Consent, along with certificate dated November 4, 2025 certifying compliance with
deemed public issue norms and certificates dated November 10, 2025 certifying the build-up of equity share capital of our
Company and our Promoters, including the Promoter Selling Shareholder, the search report on missing records, independence
of directors and composition of board and statutory committees in the Board, ESOP plan, compliance with structured digital
database and compliance with Companies (Significant Beneficial Owners) Rules, 2018. Such consent has not been withdrawn
as on the date of this Updated Draft Red Herring Prospectus – I. However, the term “expert” and the consent thereof shall not
be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act.
Filing
A copy of the Pre-filed Draft Red Herring Prospectus and this Updated Draft Red Herring Prospectus – I have been filed
electronically on SEBI’s online intermediary portal at https://siportal.sebi.gov.in, as specified in Regulation 59C(1) of the SEBI
ICDR Regulations and in accordance with SEBI ICDR Master Circular, and at cfddil@sebi.gov.in, in accordance with the
instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure – Division of Issues and
Listing – CFD”. A copy of the Pre-filed Draft Red Herring Prospectus and this Updated Draft Red Herring Prospectus – I has
been filed at:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra East
Mumbai 400 051, Maharashtra, India
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, would be filed with the RoC at its office and a copy of the Prospectus to be filed under Section 26 of the
Companies Act shall be filed with the RoC at its office, and through the electronic portal at www.mca.gov.in/mcafoportal.
Book Building Process
Book building refers to the process of collection of Bids from investors on the basis of the Red Herring Prospectus, the Bid
cum Application Forms and the Revision Forms within the Price Band. The Price Band and minimum Bid Lot will be decided
by our Company, in consultation with the BRLMs, and advertised in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Mangaluru
edition of Vijayavani (a widely circulated Kannada newspaper, Kannada being the regional language of Karnataka, where our
Registered and Corporate 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 purposes of uploading on their respective websites. The Offer Price shall be determined
by our Company, in consultation with the BRLMs, after the Bid/ Offer Closing Date. For details, see “Offer Procedure” on
page 503.
All Bidders (other than Anchor Investors) shall participate in the Offer only 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 UPI Bidders may participate through the ASBA process by (a) either providing the details of their respective ASBA Account
in which the corresponding Bid Amount will be blocked by the SCSBs, or (b) through the UPI Mechanism. Non-Institutional
Investors with an application size of up to ₹ 0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in
Bid cum Application Forms submitted with Members of the Syndicate, Registered Brokers, Collecting Depository Participants
and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA
process.
93In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower
the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Further, Anchor
Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors)
will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. The allocation to each
Retail Individual Investor and Non-Institutional Investor shall not be less than the minimum Bid Lot, subject to availability of
Equity Shares in the Retail Portion and the Non-Institutional Portion, respectively, and the remaining available Equity Shares,
if any, shall be allocated on a proportionate basis.
For further details, see “Terms of the Offer” and “Offer Procedure” on pages 494 and 503, respectively.
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Offer. The Promoter Selling Shareholder has specifically confirmed that it will comply with the SEBI ICDR Regulations
and any other directions issued by SEBI, as applicable to it, in relation to its Offered Shares. In this regard, our
Company and the Promoter Selling Shareholder have appointed the Book Running Lead Managers to manage this
Offer and procure Bids for this Offer.
The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to change from time
to time, and the Bidders are advised to make their own judgment about investment through the aforesaid processes
prior to submitting a Bid in the Offer.
Bidders should note that the Offer is also subject to (i) filing of the Prospectus by our Company with the RoC; and (ii)
our Company obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply
for, after Allotment.
Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and the
terms of the Offer.
For further details on the method and procedure for Bidding, see “Offer Procedure” and “Offer Structure” on pages 503 and
500, respectively.
Illustration of Book Building Process and the Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page 503.
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 Shareholder will enter into an Underwriting Agreement with the Underwriters for the
Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten
by each BRLM shall be as per the Underwriting Agreement. 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, as specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number
of Equity Shares:
(The Underwriting Agreement has not been executed as on the date of this Updated Draft Red Herring Prospectus – I and will
be executed after determination of the Offer Price, but prior to filing of the Prospectus with RoC. This portion has been
intentionally left blank and will be filled in before filing of the Prospectus with the RoC.)
Name, address, telephone and e-mail Indicative number of Equity Shares of face value Amount underwritten (₹ in
address of the Underwriters of ₹ 2 each to be underwritten million)
[●] [●] [●]
[●] [●] [●]
Note: The above-mentioned underwriting commitment is indicative and will be finalized after determination of the Offer Price and Basis of Allotment and will
be subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters), the resources
of the abovementioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.
The Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock
Exchange(s). Our Board, at its meeting held on [●], 2025, has accepted and entered into the Underwriting Agreement mentioned
above on behalf of our Company.
94Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in the
table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect
to Equity Shares allocated to Bidders procured by them, in accordance with the Underwriting Agreement.
In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting
Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the extent of the defaulted
amount in accordance with the Underwriting Agreement.
95CAPITAL STRUCTURE
The share capital of our Company, as of the date of this Updated Draft Red Herring Prospectus – I, is disclosed below:
(in ₹, except share data)
S. No. Particulars Aggregate value at Aggregate value at
face value of ₹ 2 each Offer Price*
A. AUTHORIZED SHARE CAPITAL(1)
250,000,000 Equity Shares of face value of ₹ 2 each 500,000,000 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
222,365,000 Equity Shares of face value of ₹ 2 each 444,730,000 -
C. PRESENT OFFER IN TERMS OF THIS UPDATED DRAFT RED HERRING PROSPECTUS – I
Offer of up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●] [●] [●]
million.
of which [●] [●]
Fresh Issue# of up to [●] Equity Shares of face value ₹ 2 each per equity share [●] [●]
(including a premium of ₹ [●] per equity share) aggregating up to ₹ 4,000.00 million.
Offer for sale of up to 17,500,000 Equity Shares of face value of ₹ 2 each aggregating [●] [●]
up to ₹ [●] million* (2)(3)
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER(1)
[●] Equity Shares of face value of ₹2 each [●] -
E. SECURITIES PREMIUM ACCOUNT
Before the Offer 2,307,480,014
After the Offer* [●]
* To be included upon determination of the Offer Price and subject to Basis of Allotment.
# Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be
at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain Corporate Matters
– Amendments to the Memorandum of Association of our Company” on page 309.
(2) The Offer has been authorised by our Board pursuant to a resolution dated June 23, 2025. Our shareholders have authorised the Fresh Issue, pursuant
to a special resolution dated June 24, 2025. Our Board has taken on record the participation of the Promoter Selling Shareholder in the Offer for Sale
pursuant to a resolution dated June 23, 2025. For details in relation to the Offer, see “The Offer” and “Offer Structure” on pages 80 and 500,
respectively.
(3) The Equity Shares being offered by the Promoter Selling Shareholder are eligible for being offered for sale pursuant to the Offer in terms of Regulations
8 and 8A of the SEBI ICDR Regulations, as of the date of this Updated Draft Red Herring Prospectus – 1. For details on the authorisation by the Promoter
Selling Shareholder in relation to its Offer for Sale, see “The Offer” on page 80.
96Notes to Capital Structure
1. Share Capital history of our Company
(a) Equity shares capital:
The history of the equity share capital of our Company is set forth in the table below:
Date of allotment of Details of allottees and number of equity shares allotted Total Face Issue Nature of Nature of Cumulative Cumulative
equity shares number of value price consideration allotment number of paid-up
equity per per equity shares equity share
shares equity equity capital (₹)
allotted share share
(₹) (₹)
February 19, 2008(1) S. No. Name of allottee Number of equity 10,000 10 10 Cash Initial subscription 10,000 100,000
shares to Memorandum
1. T Satish U Pai 5,000 of Association
2. Tonse Gautham Pai 5,000
October 19, 2008 S. No. Name of allottee Number of equity 8,000,000 10 10 Cash Preferential issue 8,010,000 80,100,000
shares
1. Manipal Press Limited## 4,800,000
2. Thomas Greg and Sons 1,600,000
Limited*
3. Glory Wise International 1,600,000
Limited*
February 28, 2010 S. No. Name of allottee Number of equity 6,180,000 10 10 Cash Rights issue in the 14,190,000 141,900,000
shares ratio of 7 equity
1. Manipal Press Limited## 3,708,000 shares for every 9
2. Thomas Greg and Sons Limited* 1,236,000 equity shares held.
3. Glory Wise International 1,236,000
Limited*
J uly 18, 2012 S. No. Name of allottee Number of equity 9,441,000 10 10 Cash Rights Issue in the 23,631,000 236,310,000
shares ratio of 2 equity
1. Manipal Technologies Limited 5,664,600 shares for every 3
2. Thomas Greg and Sons Limited* 1,888,200 e quity shares held.
3. Glory Wise International 1,888,200
Limited*
March 7, 2014 S. No. Name of allottee Number of equity 17,730,000 10 10 C ash Rights Issue in the 41,361,000 413,610,000
shares ratio of 7 equity
1. Manipal Technologies Limited 10,638,000
97Date of allotment of Details of allottees and number of equity shares allotted Total Face Issue Nature of Nature of Cumulative Cumulative
equity shares number of value price consideration allotment number of paid-up
equity per per equity shares equity share
shares equity equity capital (₹)
allotted share share
(₹) (₹)
2. Thomas Greg and Sons Limited* 3,546,000 shares for every 9
3. Chan Wanich Security Printing 3,546,000 e quity shares held.
(now known as Chan Wanich
International Co., Ltd)*^
Pursuant to the Board resolution dated May 13, 2024, and the Shareholders’ resolution dated May 15, 2024, each equity share of the Company of face value of ₹10 was sub-divided into Equity Share of face value
of ₹2 each. Accordingly, the authorised share capital of ₹ 500,000,000 comprising of 50,000,000 equity shares of ₹10 each were sub-divided into ₹ 500,000,000 comprising of 250,000,000 Equity Shares of ₹2
each and the aggregate issued, subscribed and paid-up capital of the Company of ₹ 413,610,000 consisting of 41,361,000 equity shares of face value of ₹10 each were sub-divided into ₹ 413,610,000 consisting
of 206,805,000 Equity Shares of face value of ₹2 each.
May 28, 2025 Touchstone Trust Scheme IV 15,560,000 2 N.A.** Securities Conversion of 222,365,000 444,730,000
allotted in case 2,000 Secured,
of conversion Unlisted, Unrated,
of secured, Redeemable,
unlisted, Optionally
redeemable, Convertible
optionally Debentures of Rs.
convertible 1,000,000 each
debentures@ into Equity Shares
(1) Our Company was incorporated on February 19, 2008. The date of the subscription to memorandum of association was February 11, 2008 and the allotment of equity shares pursuant to such subscription was taken on record by
the Board on February 20, 2008.
* Our Company had not made relevant regulatory filings including Forms FC-GPR (within stipulated timelines) and has incurred delay in refund of excess share application amount with respect to certain allotments made to non-
resident shareholders pursuant to the rights issue on February 28, 2010, July 18, 2012, and March 07, 2014, and preferential issue on October 19, 2008. For further details, see “Risk Factors – There have been instances of non-
compliance with rules and regulations framed by the RBI, in relation to issuances of securities of our Company, particularly in relation to delay in reporting requirements and refund of excess share application amount. We
had filed a compounding application with the RBI and have received a compounding order. We cannot assure you that any regulatory proceedings or actions will not be initiated against us in the future and we will not be
subject to any penalty imposed by regulatory authorities.” on page 42.
## Manipal Technologies Limited was incorporated on January 13, 2000, as ‘Manipal Press Private Limited’, as a private limited company under the Companies Act, 1956. Subsequently, upon its conversion from a private limited
company to a public limited company a ‘Manipal Press Limited’, it received a fresh certificate of incorporation dated April 4, 2000. The name was subsequently changed to its present name, ‘Manipal Technologies Limited’,
pursuant to a fresh certificate of incorporation dated May 23, 2011. Manipal Technologies Limited is one of the Promoters of our Company.
@ 2,000 optionally convertible debentures of ₹ 1,000,000.00 each, which were originally allotted on March 28, 2024, were converted into 15,560,000 Equity Shares on May 28, 2025 at a premium of ₹ 126.53 Equity Shares i.e., in
the ratio of 1:7780 (ratio of 1:1556 adjusted for sub-division in accordance with the transaction documents.
** Allotment of Equity Shares were made pursuant to conversion of 2,000 secured, unlisted, unrated, redeemable, optionally convertible debentures of ₹ 1,000,000 each. The amount was received at the time of allotment of 2,000
secured, unlisted, unrated, redeemable, optionally convertible debentures of ₹ 1,000,000 each.
^ Pursuant to an agreement between the Company, Glory wise International and Chan Wanich Security Printing (now known as Chan Wanich International Co., Ltd), equity shares were renounced in favour of Chan Wanich Security
Printing (now known as Chan Wanich International Co., Ltd).
98All securities issued by our Company from the date of incorporation of our Company till the date of filing of this Updated Draft
Red Herring Prospectus – I have been made in compliance with Companies Act, 2013 (including section 25 and 42 of
Companies Act, 2013) and there has been no violation of Section 67(3) of the Companies Act 1956, each as amended and as
applicable. Specifically, as on date of this Updated Draft Red Herring Prospectus – I, our Company has 328* Shareholders and
there has been no non-compliance of the Companies Act regarding deemed public issue in the past, directly or indirectly,
through down-selling.
* Excludes five Shareholders, namely Abhay Anant Gupte (Equity Shares jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao, Kukkundoor Girish
Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, each of whom hold five Equity Shares of ₹ 2 each, as registered
holders, in relation to which Manipal Technologies Limited is the beneficial owner.
(b) Preference share capital:
Our Company has not issued any preference shares since its incorporation.
2. Equity shares issued in the preceding one year below the Offer Price
Except as disclosed below, our Company has not issued any Equity Shares in the preceding one year below the Offer
Price.
Date of Details of Total Face Issue price Nature of Nature of allotment
allotment of allottees and number of value per equity consideration
equity number of equity shares per share (₹)
shares equity shares allotted equity
allotted share
(₹)
May 28, Touchstone 15,560,000 2 N.A.** Securities allotted in Conversion of 2,000
2025 Trust Scheme case of conversion of optionally convertible
IV secured, unlisted, debentures of ₹ 1,000,000
redeemable, optionally each into Equity Shares
convertible debentures@
@ 2,000 optionally convertible debentures of ₹ 1,000,000 each, which were originally allotted on March 28, 2024, were converted into
15,560,000 Equity Shares on May 28, 2025, at a premium of ₹ 126.53 Equity Shares i.e., in the ratio of 1:7780 (ratio of 1:1556 adjusted for
sub-division in accordance with the transaction documents).
** Allotment of Equity Shares were made pursuant to conversion of 2,000 secured, unlisted, unrated, redeemable, optionally convertible
debentures of ₹ 1,000,000 each. The amount was received at the time of allotment of 2,000 secured, unlisted, unrated, redeemable, optionally
convertible debentures of ₹ 1,000,000 each.
3. Issue of equity shares for consideration other than cash or by way of bonus issue
Our Company has not issued any equity shares in the past for consideration other than cash or by way of bonus issue,
as of the date of this Updated Draft Red Herring Prospectus – I.
4. Issue of equity shares out of revaluation reserves
Our Company has not issued any equity shares out of revaluation reserves since its incorporation.
5. Issue of equity shares pursuant to any scheme of arrangement
Our Company has not issued any equity shares in the past in terms of a scheme of arrangement approved under Sections
391-394 of the Companies Act, 1956 or Sections 230-234 of the Companies Act.
6. Issue of Equity Shares under employee stock option scheme or stock appreciation rights scheme
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has not issued any equity shares under
the ESOP Scheme or pursuant to any stock appreciation rights scheme.
7. Details of build-up, contribution and lock-in of Promoters’ shareholding and lock-in of other Equity Shares
As of the date of this Updated Draft Red Herring Prospectus – I, the Promoters hold 139,302,9951 of face value of ₹ 2
each, constituting 62.10 % of the issued, subscribed and paid-up share capital of our Company, on a fully diluted basis.
1 Includes five Equity Shares of ₹2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao, Kukkundoor
Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara D. Kamath, as registered holders, in relation to which Manipal Technologies
Limited is the beneficial owner.
99The details regarding the build-up of the equity shareholding of our Promoters in our Company since incorporation is set forth in the table below:
Date of allotment/ transfer Number of equity Face value Issue/ Nature of Nature of acquisition/ Percentage of Percentage of
shares per equity transfer price consideration allotment/ pre-Offer post-Offer
share per equity share transfer equity share equity share
(₹) (₹) capital (%)@ capital (%)#
Manipal Technologies Limited (also the Promoter Selling Shareholder)
October 19, 2008** 4,800,000 10.00 10.00 Cash Preferential issue 10.70 [●]
February 28, 2010** 3,708,000 10.00 10.00 Cash Rights issue 8.26 [●]
July 18, 2012** 5,664,600 10.00 10.00 Cash Rights issue 12.63 [●]
March 7, 2014** 10,638,000 10.00 10.00 Cash Rights issue 23.71 [●]
J uly 7, 2016 8,270,200 10.00 13.63 Cash Transfer of equity shares from Thomas Greg and 18.43 [●]
Sons Limited
Pursuant to the Board resolution dated May 13, 2024, and the Shareholders’ resolution dated May 15, 2024, each equity share of our Company of face value of ₹10 was sub-divided into Equity Share
of face value of ₹2 each. Accordingly, the authorised share capital of ₹ 500,000,000 comprising of 50,000,000 equity shares of ₹10 each were sub-divided into ₹500,000,000 comprising of 250,000,000
Equity Shares of ₹2 each and the aggregate issued, subscribed and paid-up capital of our Company of ₹ 413,610,000 consisting of 41,361,000 equity shares of face value of ₹10 each were sub-divided
into ₹ 413,610,000 consisting of 206,805,000 Equity Shares of face value of ₹2 each. The form SH-7 was approved by the RoC on June 28, 2024. Further, the corporate action was given effect to by
the NSDL on July 11, 2024 and by CDSL on July 29, 2024 (each such date, the “Depository Record Date”). Accordingly, the transfers prior to the Depository Record Date, took place at face value
of ₹10 each and the effect of sub-division was subsequently provided on such transferred Equity Shares.
April 16, 2025 (3,286,101) 2.00 300.11 Cash Transfer of equity shares to Nuvama Crossover (1.46) [●]
Opportunities Fund
April 28, 2025 (166,606) 2.00 300.11 Cash Transfer of equity shares to Abhyuday Jindal (0.07)
April 30, 2025 (1,199,592) 2.00 300.11 Cash S. No. Transferee No. of equity (0.54) [●]
shares
1. I ndia SME Fund II 932,992
2. V ibhor Talreja 266,600
May 7, 2025 (199,927) 2.00 300.11 Cash S. No. Transferee No. of equity (0.08) [●]
shares
1. J aspreet Kaur Kang 99,963
2. D eepa Krishen 99,964
May 8, 2025 (16,998) 2.00 300.11 Cash S. No. Transferee No. of equity (0.00) [●]
shares
1. A lpa Amit Shah 2,666
2. D hruv Bhandari 3,333
3. H arini Nidimamidi 2,666
4. Y ash Ranjeet Jain 3,333
5. Z eheb Ahmad 1,667
Makani
6. A rya Jignesh Desai 3,333
May 14, 2025 (99,964) 2.00 300.11 Cash Anurag Agarwal (0.04) [●]
May 15, 2025 (99,964) 2.00 300.11 Cash Bhoopalam Jewellers Private Limited (0.04) [●]
100Date of allotment/ transfer Number of equity Face value Issue/ Nature of Nature of acquisition/ Percentage of Percentage of
shares per equity transfer price consideration allotment/ pre-Offer post-Offer
share per equity share transfer equity share equity share
(₹) (₹) capital (%)@ capital (%)#
May 20, 2025 (833,031) 2.00 300.11 Cash S. No. Transferee No. of equity (0.36) [●]
shares
1. A ltify Ventures LLP 166,606
2. D elta Innovative 499,817
Research LLP
3. U lhas Vallabhji 166,608
Gala
May 22, 2025 (366,536) 2.00 300.11 Cash S. No. Transferee No. of equity (0.15) [●]
shares
1. N utan Ulhas Gala 166,608
2. O mnenest 99,964
Technologies
Private Limited
3. S hilpi Jain 99,964
May 23, 2025 (533,139) 2.00 300.11 Cash S. No. Transferee No. of equity (0.23) [●]
shares
1. K hazana Tradelin 366,533
2. R ahul Mittal 166,606
June 5, 2025 (199,928) 2.00 300.11 Cash S. No. Transferee No. of equity (0.08) [●]
shares
1. G unjan Chowhan 99,964
2. V ishal 99,964
Chandreshbhai
Gandhi
June 6, 2025 (199,928) 2.00 300.11 Cash S. No. Transferee No. of equity (0.08) [●]
shares
1. S angam Finserv 99,964
Limited
2. S harad Bhansali 99,964
June 9, 2025 (766,387) 2.00 300.11 Cash S. No. Transferee No. of equity (0.33) [●]
shares
1. S ajjan Kumar 166,606
Patwari
2. H eena Kamte 499,817
101Date of allotment/ transfer Number of equity Face value Issue/ Nature of Nature of acquisition/ Percentage of Percentage of
shares per equity transfer price consideration allotment/ pre-Offer post-Offer
share per equity share transfer equity share equity share
(₹) (₹) capital (%)@ capital (%)#
3. R am Prakash and 99,964
Co Private Limited
June 10, 2025 (316,552) 2.00 300.11 Cash S. No. Transferee No. of equity (0.13) [●]
shares
1. A grocel Industries 99,964
Private Limited
2. S halibhadra 49,982
Navinchandra Shah
3. S neha Dendi 166,606
June 11, 2025 (499,818) 2.00 300.11 Cash S. No. Transferee No. of equity (0.22) [●]
shares
1. G oldfield 333,212
Fragrances Private
Ltd
2. S anjay B Mehta 166,606
June 12, 2025 (5,064,815) 2.00 300.11 Cash S. No. Transferee No. of equity (2.25) [●]
shares
1. C handrakant Ratilal 33,322
Shah
2. S mit Chandrakant 33,322
Shah
3. K . Kanraj Bhansali 66,643
4. N ageswara Rao 166,606
Lavu
5. M ittal Steel Limited 666,423
6. N uvama Crossover 433,175
Opportunities Fund
4A
7. V ara Future LLP 333,212
8. N uvama Crossover 3,332,112
Opportunities Fund
3B
June 13, 2025 (1,692,058) 2.00 300.11 Cash S. No. Transferee No. of equity (0.69) [●]
shares
1. A ditya Ajit Phadke 49,982
2. A rchit Agarwal 99,963
102Date of allotment/ transfer Number of equity Face value Issue/ Nature of Nature of acquisition/ Percentage of Percentage of
shares per equity transfer price consideration allotment/ pre-Offer post-Offer
share per equity share transfer equity share equity share
(₹) (₹) capital (%)@ capital (%)#
3. C hander Prakash 166,605
Gurnani
4. H et Paresh Mehta 199,927
5. I shwarchand 99,964
Kishorilal Goyal
6. J agjyot Singh Harjit 1,667
Singh Nanra
7. J ahnvi Surana 33,322
8. N avkiran Singh 33,322
9. P ritam Ishwarchand 99,964
Goyal
10. R akesh Kumar 99,964
Verma
11. S aurabh Gupta 249,909
12. S iddhartha Roy 1,667
13. Y ash Ranjeet Jain 3,333
14. L alita Agarwal 166,605
15. A jendra Agarwal 233,248
16. A lpa Amit Shah 1,000
17. A njali Vashisht 33,322
18. S hah Bharat 16,661
Mansukhlal
19. C hirag Kirtikumar 33,322
Shah
20. D aksha H. Dawda 1,667
21. I mediablitz 33,322
Solutions LLP
22. M ohit Tandon 33,322
June 16, 2025 (403,253) 2.00 300.11 Cash S. No. Transferee No. of equity (0.16) [●]
shares
1. J igar Amrut Chheda 33,322
2. A ltify Ventures LLP 170,000
3. V Subramanya 66,643
4. S heela Bhailal Maru 33,322
5. V icky Jain 33,322
6. V ikas Jayantilal Jain 33,322
7. V ipul Kumar Jain 33,322
103Date of allotment/ transfer Number of equity Face value Issue/ Nature of Nature of acquisition/ Percentage of Percentage of
shares per equity transfer price consideration allotment/ pre-Offer post-Offer
share per equity share transfer equity share equity share
(₹) (₹) capital (%)@ capital (%)#
June 17, 2025 (358,205) 2.00 300.11 Cash S. No. Transferee No. of equity (0.15) [●]
shares
1. K ashmira Vijay 33,322
Bhayani
2. L alita Devi 49,982
Chaudhary
3. S moothline Writing 66,643
Instruments Pvt
4. T amohara 141,615
Investment
Managers Pvt Ltd
5. S uresh Agarwal 66,643
June 18, 2025 (649,766) 2.00 300.11 Cash S. No. Transferee No. of equity (0.27) [●]
shares
1. D almus 499,818
Performance
Focused Fund
2. C handanmal D 33,322
3. M aya Mulesh Savla 33,322
4. S VK Realty 33,322
Investment
5. S mithesh Hasmukh 49,982
Sheth
June 19, 2025 (1,046,367) 2.00 300.11 Cash S. No. Transferee No. of equity (0.40) [●]
shares
1. N ilesh Natwarlal 33,322
Dadia
2. D erit Infrastructure 33,322
Pvt Ltd
3. D ina Narendra 33,325
Dedhia
4. A ltify Ventures LLP 149,946
5. C hintan N Shah 33,322
6. S usheel Kumar 100,000
Saraff
7. A mit Agarwal 33,322
8. A njuli Kanthed 33,322
9. R ikhil K Shah 33,322
104Date of allotment/ transfer Number of equity Face value Issue/ Nature of Nature of acquisition/ Percentage of Percentage of
shares per equity transfer price consideration allotment/ pre-Offer post-Offer
share per equity share transfer equity share equity share
(₹) (₹) capital (%)@ capital (%)#
10. S anjay Popatlal Jain 166,606
11. C hryseum Advisors 50,000
LLP
12. D HSK Advisors 99,964
LLP
13. D eepa Bharat Bhatt 33,322
14. G aurang Arun 33,335
Kanodiya
15. P rakash Bagla 13,329
16. S onica Kumar 33,322
17. V ishal P Bohra 33,322
18. V ardaan Nagpal 99,964
June 20, 2025 (2,104,270) 2.00 300.11 Cash S. No. Transferee No. of equity (0.93)
shares
1. P riti Mehul Gandhi 33,322
2. A mit M Vora 33,322
3. R atan Lal Dhanuka 105,000
4. J asmina Jayesh 33,322
Dadia
5. I ndia SME 1,066,276
Investments Funds
II
6. B ravia Rent Alpha 833,028
Holdings Limited
June 23, 2025 (5,997,800) 2.00 300.11 Cash S. No. Transferee No. of equity (2.66) [●]
shares
1. A micus Capital 5,164,800
Partners India Fund
2. R avindra K 333,200
Mariwala
3. G irija Dempo 166,600
Family Private Trust
4. V asundhara Dempo 166,600
Family Private Trust
5. T win and Bull 166,600
Opportunities Fund
1
105Date of allotment/ transfer Number of equity Face value Issue/ Nature of Nature of acquisition/ Percentage of Percentage of
shares per equity transfer price consideration allotment/ pre-Offer post-Offer
share per equity share transfer equity share equity share
(₹) (₹) capital (%)@ capital (%)#
Total 139,302,995^ 62.10 [●]
^ Includes five Equity Shares of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara
Dayananda Kamath, as registered holders, in relation to which Manipal Technologies Limited is the beneficial owner.
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee stock options as on the date of this Updated Draft Red Herring Prospectus – I.
As on the date of this Updated Draft Red Herring Prospectus – I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
** Our Company had not made relevant regulatory filings including Forms FC-GPR (within stipulated timelines) and has incurred delay in refund of excess share application amount with respect to certain allotments
made to non-resident shareholders pursuant to the rights issue on February 28, 2010, July 18, 2012, and March 07, 2014 and preferential issue on October 19, 2008. For further details, see “Risk Factors – There have
been instances of non-compliance with rules and regulations framed by the RBI, in relation to issuances of securities of our Company, particularly in relation to delay in reporting requirements and refund of excess
share application amount. We had filed a compounding application with the RBI and have received a compounding order. We cannot assure you that any regulatory proceedings or actions will not be initiated
against us in the future and we will not be subject to any penalty imposed by regulatory authorities.” on page 42.
# To be updated in the Prospectus.
2. Details of secondary transfer involving Promoters, members of Promoter Group and Promoter Selling Shareholder
As on the date of this Updated Draft Red Herring Prospectus – I, none of the members of our Promoter Group (except Manipal Technologies Limited, one of our Corporate Promoter,
also being the Promoter Selling Shareholder) hold any Equity Shares in our Company (for details of secondary transactions involving Manipal Technologies Limited, see “– Details
of build-up, contribution and lock-in of Promoters’ shareholding and lock-in of other Equity Shares” on page 99).
Further, no acquisition or transfer of equity shares of our Company has been undertaken by our Promoter Group (except our Promoters) through secondary transactions since the
incorporation of our Company. Set out below are the details of secondary transfers involving our Promoters:
Date of transfer Number of equity Face value Transfer price Nature of Nature of acquisition/ transfer Percentage of pre- Percentage of
shares per equity per equity consideration Offer post-Offer
share share (₹) equity share equity share
(₹) capital (%)@ capital (%)#
Manipal Media Network Limited
M arch 14, 2024 4,724,200 10.00 130.52 Cash Transfer from Glory Wise International Limited(1) 10.53 [●]
3,546,000 10.00 130.47 Cash Transfer from Chan Wanich International Company Limited 7.90 [●]
March 15, 2024 10,000 10.00 139.00 Cash Transfer from Tridevita Family Trust - 2017 0.02 [●]
May 16, 2024 (2,091,463) 10.00^ 643.09 Cash S. No. Transferee No. of equity (4.63) [●]
shares
1. Mukul Agrawal 1,166,244
2. Brescon Special Situations 233,248
Fund
3. Devavrat S Jatia 77,750
4. MC Jain Infoservices 77,750
Private Limited
5. Amal N Parikh 77,750
6. VT Capital Market Private 62,200
Limited
106Date of transfer Number of equity Face value Transfer price Nature of Nature of acquisition/ transfer Percentage of pre- Percentage of
shares per equity per equity consideration Offer post-Offer
share share (₹) equity share equity share
(₹) capital (%)@ capital (%)#
7. Nishar Securities Private 54,425
Limited
8. Astralit Investments 46,650
Private Limited
9. Arvind Ravji Shah 38,875
10. Bhanumati Arvind Shah 38,875
11. Ajay Saraf 31,100
12. India SME Investments 31,100
LLP
13. Prachi Gaggar 31,100
14. Saranya Agrawal 15,550
15. Divyanshi Agrawal 15,550
16. Ace Investments 15,550
17. Sumangal Rajesh Nevatia 15,550
18. Vijay Ramvallabh Khetan 11,662
19. Chirag Vora 7,775
20. Bhavin Haresh Thakkar 5,442
21. Neepa N Shah 4,665
22. Ajay Jayram Prabhudesai 3,887
23. Sambhaw Kumar Jain 3,887
24. Yash Ranjeet Jain 3,887
25. Daksha H. Dawda 3,110
26. Deepak Agrawal 2,333
27. Zeheb Ahmad Makani 2,332
28. Sandeep Kamalnayan 1,555
Ajmera
29. Chintan Hemantkumar 1,555
Desai
30. Chaitali K Shah 1,555
31. Siddhartha Roy 1,555
32. Dhruv Bhandari 1,555
33. Alpa Amit Shah 1,244
34. Harini Nidimamidi 1,088
35. Jagjyot Singh Harjit Singh 777
Nanra
36. Arya Jignesh Desai 777
37. Naman Sura 1,555
107Date of transfer Number of equity Face value Transfer price Nature of Nature of acquisition/ transfer Percentage of pre- Percentage of
shares per equity per equity consideration Offer post-Offer
share share (₹) equity share equity share
(₹) capital (%)@ capital (%)#
May 17, 2024 (6,53,097) 10.00^ 643.09 Cash S. No. Transferee No. of equity (1.44) [●]
shares
1. Flowers Valley Private 342,098
Limited
2. Bhavya Bhavin Mehta 132,174
3. RVB Enterprises LLP 77,750
4. Antique Securities Private 77,750
Limited
5. Hemant Chandan Singh 23,325
Chhajed
May 18, 2024 (621,997) 10.00^ 643.09 Cash S. No. Transferee No. of equity (1.39) [●]
shares
1. India SME Investments 621,997
Fund II
May 22, 2024 (1,166,244) 10.00^ 643.09 Cash S. No. Transferee No. of equity (2.61) [●]
shares
1. Lashit Sanghvi 388,748
2. Neha Sanghvi 388,748
3. Alchemy Capital 388,748
Management Private
Limited
May 23, 2024 (310,999) 10.00^ 643.09 Cash S. No. Transferee No. of equity (0.69) [●]
shares
1. Alchemy Long Term 233,249
Ventures Fund
2. Nishant Ravindra Parikh 31,100
3. Sridhar Gorthi 46,650
May 29, 2024(1) (77,750) 10.00^ 643.09 Cash Transfer to Nirvan Dani. (0.17) [●]
May 30, 2024 (6,220) 10.00^ 643.09 Cash Transfer to Mahesh Hegde. (0.01) [●]
May 31, 2024 (101,075) 10.00^ 643.09 Cash S. No. Transferee No. of equity (0.23) [●]
shares
1. Akshatha Ganapathi Pai 15,550
2. Bhagwati Syntex Private 38,875
Limited
108Date of transfer Number of equity Face value Transfer price Nature of Nature of acquisition/ transfer Percentage of pre- Percentage of
shares per equity per equity consideration Offer post-Offer
share share (₹) equity share equity share
(₹) capital (%)@ capital (%)#
3. Rahul Ravindra Sane 3,887
4. Rajesh S. 15,939
5. Vikram Kumar Bhansali 15,939
6. Sumit Chowhan 10,885
June 3, 2024 (31,100) 10.00^ 643.09 Cash S. No. Transferee No. of equity (0.07) [●]
shares
1. Rajendra Dayashanker 21,000
Joshi
2. Rajendra D. Joshi HUF 10,100
June 4, 2024 (31,100) 10.00^ 643.09 Cash Transfer to Manish Jugraj Jain (0.07) [●]
June 4, 2024(1) (1,290,644) 10.00^ 643.09 Cash Transfer to Think Investments PCC (2.88) [●]
February 28, 2025 (995,180) 2.00 300.11 Cash S. No. Transferee No. of equity (0.45) [●]
shares
1. Ridhi Share Brokers 466,490
Private Limited
2. Indra Singh and Sons 217,696
Private Limited
3. Bhanu Chopra 155,497
4. Bandi Vamsikrishna 155,497
March 1, 2025 (93,298) 2.00 300.11 Cash Transfer to Arjuna Natural Private Limited (0.04) [●]
March 3, 2025 (621,987) 2.00 300.11 Cash S. No. Transferee No. of equity (0.28) [●]
shares
1. Agarwal Family Trust 466,490
2. Parthasaradhi Reddy 155,497
Bandi
March 4, 2025 (233,245) 2.00 300.11 Cash Transfer to Adhiraj Swarup Agarwal (0.10) [●]
March 6, 2025 (186,596) 2.00 300.11 Cash Transfer to Kushal Pal Singh (0.08) [●]
March 8, 2025 (186,596) 2.00 300.11 Cash Transfer to Pia Singh (0.08) [●]
March 11, 2025 (155,500) 2.00 300.11 Cash Transfer to Navsai Investments Private Limited (0.07) [●]
March 12, 2025 (155,497) 2.00 300.11 Cash Transfer to Cosmo First Limited (0.07) [●]
March 13, 2025 (590,888) 2.00 300.11 Cash S. No. Transferee No. of equity (0.26) [●]
shares
1. Tradex India Corporation 279,894
Private Limited
109Date of transfer Number of equity Face value Transfer price Nature of Nature of acquisition/ transfer Percentage of pre- Percentage of
shares per equity per equity consideration Offer post-Offer
share share (₹) equity share equity share
(₹) capital (%)@ capital (%)#
2. Renuka Talwar 310,994
March 15, 2025 (155,500) 2.00 300.11 Cash Transfer to Alpak Investments Private Limited (0.07) [●]
April 16, 2025 (5,877,206) 2.00 300.11 Cash Transfer of equity shares to Nuvama Crossover Opportunities (2.62) [●]
Fund
June 5, 2025 (66,652) 2.00 300.11 Cash S. No. Transferee No. of equity (0.02) [●]
shares
1. Agarwal Family Trust 33,326
2. Ridhi Share Brokers Pvt 33,326
Ltd
June 5, 2025 (33,327) 2.00 300.11 Cash S. No. Transferee No. of equity Negligible [●]
shares
1. Cosmo First Limited 11,109
2. Bandi Vamsikrishna 11,109
3. Parthasaradhi Reddy 11,109
Bandi
June 5, 2025 (15,552) 2.00 300.11 Cash Indra Singh and Sons Private Limited (0.01) [●]
June 6, 2025 (22,218) 2.00 300.11 Cash S. No. Transferee No. of equity Negligible [●]
shares
1. Navsai Investments Pvt 11,109
Ltd
2. Alpak Investments Private 11,109
Limited
June 6, 2025 (6,665) 2.00 300.11 Cash Arjuna Natural Private Limited Negligible [●]
June 6, 2025 (26,662) 2.00 300.11 Cash S. No. Transferee No. of equity (0.02) [●]
shares
1. Kushal Pal Singh 13,331
2. Pia Singh 13,331
June 9, 2025 (19,996) 2.00 300.11 Cash Tradex India Corporation Pvt Ltd (0.01) [●]
June 9, 2025 (11,109) 2.00 300.11 Cash Bhanu Chopra Negligible [●]
June 11, 2025 (16,663) 2.00 300.11 Cash Adhiraj Swarup Agarwal (0.01) [●]
June 11, 2025 (22,218) 2.00 300.11 Cash Renuka Talwar (0.01) [●]
110Date of transfer Number of equity Face value Transfer price Nature of Nature of acquisition/ transfer Percentage of pre- Percentage of
shares per equity per equity consideration Offer post-Offer
share share (₹) equity share equity share
(₹) capital (%)@ capital (%)#
Tonse Gautham Pai
October 7, 2011 (5,000) 10.00 10.00 Cash Transfer to Sandhya S Pai (0.01) [●]
Tridevita Family Trust – 2017
March 26, 2017 10,000 10.00 10.00 Cash Transfer from T Satish U Pai 0.02 [●]
March 15, 2024 (10,000) 10.00 139.00 Cash Transfer to Manipal Media Network Limited (0.02) [●]
Tridevitha Consultancy Services Private Limited
Nil
T Satish U Pai
March 25, 2017 5,000 10.00 10.00 Cash Share transfer from Sandhya S Pai 0.01 [●]
March 26, 2017 (10,000) 10.00 10.00 Cash Share transfer to Tridevita Family Trust - 2017 (0.02) [●]
Sandhya S Pai
October 7, 2011 5,000 10.00 10.00 Cash Transfer of shares from Tonse Gautham Pai to Sandhya S Pai 0.01 [●]
March 25, 2017 (5,000) 10.00 10.00 Cash Transfer of shares from Sandhya S Pai to T Satish U Pai (0.01) [●]
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee stock options as on the date of this Updated Draft Red Herring Prospectus – I.
As on the date of this Updated Draft Red Herring Prospectus – I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
^ Effect to the sub-division was given on the Depository Record Date.
(1) In relation to the transfer, the Form FC-TRS was filed with a delay. Thus, late submission fee was payable as a result of the delay in reporting. For details, see “Risk Factors – We are unable to trace some of our
historical corporate records including in relation to certain allotments made by our Company. Further, certain corporate filings have been made with delays. We cannot assure you that no legal proceedings or
regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our financial condition and reputation.” on page 50.
For details of secondary transactions involving Manipal Technologies Limited, see “– Details of build-up, contribution and lock-in of Promoters’ shareholding and lock-in of
other Equity Shares” on page 99.
111a. All equity shares allotted by our Company to the Promoters were fully paid-up on the respective dates of
acquisition/allotment of such Equity Shares.
b. Pledge of Equity Shares
As of the date of this Updated Draft Red Herring Prospectus – I, pursuant to the unattested share pledge
agreement dated April 23, 2024, 86,225,208* Equity Shares of face value of ₹ 2 each held by Manipal
Technologies Limited (the “Pledged Shares”) in our Company, have been pledged in favour of Catalyst
Trusteeship Limited, in relation to Non-Convertible Debentures issued by one of our Corporate Promoters,
MMNL. The Pledged Shares will be released on or before the date of filing the Red Herring Prospectus,
subject to compliance with the terms of the share pledge agreement. For details, please see “Risk Factors –
Certain Equity Shares held by Manipal Technologies Limited in our Company have been pledged in favour
of Catalyst Trusteeship Limited. Invocation of the pledge on the Pledged Shares may result in indirect
change in control of our Company which could adversely affect the trading price of our Equity Shares of
face value of ₹ 2 each.” on page 40.
* Includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte),
Shirva Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, as
registered holders, of which Manipal Technologies Limited is the beneficial owner.
c. Details of Promoter’s Contribution and lock-in
Pursuant to Regulations 14 and 16(1)(a) 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 considered as the
minimum Promoter’s contribution and shall be locked-in for a period of three years from the date of Allotment
(“Promoter’s Contribution”). 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 in accordance with
Regulation 16(1)(b) of the SEBI ICDR Regulations.
The details of the Equity Shares of ₹ 2 each held by our Promoters, which shall be locked-in for minimum
Promoter’s contribution for a period of 3 years or such other period as prescribed under the SEBI ICDR
Regulations, from the date of Allotment as Promoter’s Contribution are set out below:(1)
Name of Number of Date up to Date of Nature Face Issue/Ac Pre- Post-Offer
the Equity which Equity allotment/ of value quisition Offer equity
Promoter Shares of Shares of face transfer transacti per price per equity share
face value value of ₹ 2 on Equity Equity share capital (%)
of ₹ 2 each each are Share Share (₹) capital
locked- subject to (₹) (%)@
in(2)(3) lock-in
Manipal [●] [●] [●] [●] [●] [●] [●] [●]
Technologi
es Limited
@ Percentage of pre-Offer Equity Share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested
employee stock options as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red
Herring Prospectus – I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
(1) To be filled in prior to filing of the Prospectus with the RoC. Subject to finalization of the Offer Price and Basis of Allotment.
(2) For a period of three years from the date of Allotment or such other period as prescribed under the SEBI ICDR Regulations.
(3) All Equity Shares of face value of ₹2 each were fully paid-up at the time of allotment/ acquisition.
Our Promoters have given their consent to include such number of Equity Shares held by them as may
constitute 20% of the fully diluted post-Offer equity share capital of our Company as the Promoter’s
Contribution and have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any
manner, the Promoter’s contribution from the date of filing this Updated Draft Red Herring Prospectus – I,
until the expiry of the lock-in 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.
d. Our Company undertakes that the Equity Shares that shall be being locked-in will not be ineligible for
computation of the Promoter’s Contribution in terms of Regulation 15 of the SEBI ICDR Regulations from
the date of filing of this Updated Draft Red Herring Prospectus – I. For details of the build-up of the share
capital held by our Promoters, see “– Details of build-up, contribution and lock-in of Promoters’
shareholding and lock-in of other Equity Shares” on page 99.
e. Details of Equity Shares locked-in for six months
112The entire pre-Offer equity share capital of our Company will be locked-in for a period of six months from
the date of Allotment of Equity Shares of face value of ₹2 each in the Offer, in accordance with Regulations
17 of the SEBI ICDR Regulations, subject to the conditions set out in Regulation 17 of the SEBI ICDR
Regulations, subject to: (i) such Equity Shares of face value of ₹2 each being locked-in for a period of at least
six months from the date of purchase by category II AIF; (ii) the Equity Shares of face value of ₹2 each
transferred pursuant to the Offer for Sale; and (iii) any Equity Shares of face value of ₹2 each allotted to
employees of our Company, whether presently employees or not and including the legal heirs or nominees of
any deceased employees or previous employees pursuant to the ESOP Scheme.
Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR
Regulations.
f. Lock-in of the Equity Shares to be Allotted to Anchor Investors
There shall be a lock-in of 90 days on 50% of the Equity Shares of face value of ₹2 each allotted to the Anchor
Investors from the date of Allotment, and lock-in of 30 days on the remaining 50% of the Equity Shares of
face value of ₹2 each allotted to the Anchor Investors from the date of Allotment.
g. Other requirements in respect of lock-in
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares of face value of ₹ 2 each locked-in are recorded by the relevant Depository.
Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares of face value of ₹2
each held by our Promoters may be pledged only with scheduled commercial banks or public financial
institutions or a systemically important NBFC or a housing finance company as collateral security for loans
granted by such scheduled commercial bank or public financial institution or systemically important NBFC
or housing company, provided that specified conditions under the SEBI ICDR Regulations are complied with.
However, the relevant lock-in period shall continue pursuant to the invocation of the pledge referenced above,
and the relevant transferee shall not be eligible to transfer the Equity Shares of face value of ₹2 each till the
relevant lock-in period has expired in terms of the SEBI ICDR Regulations.
Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares of face value of ₹2 each held by
our Promoters, which are locked-in in accordance with Regulation 16 of the SEBI ICDR Regulations, may
be transferred to and among our Promoters and any member of the Promoter Group, or to a new promoter of
our Company or persons in control of our Company, subject to continuation of lock-in in the hands of the
transferee for the remaining period and compliance with the SEBI Takeover Regulations, as applicable, and
such transferee shall not be eligible to transfer them till the lock-in period stipulated in the SEBI ICDR
Regulations has been completed.
Further, pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares of face value of ₹2 each
held by any person other than our Promoter and locked-in for a period of six months from the date of
Allotment in the Offer as per Regulation 17 of the SEBI ICDR Regulations, may be transferred to any other
person holding the Equity Shares of face value of ₹2 each which are locked-in, subject to continuation of the
lock-in in the hands of transferees for the remaining period and compliance with the SEBI Takeover
Regulations, as applicable.
[Remainder of the page is intentionally left blank]
1133. Shareholding pattern of our Company
The table below presents the shareholding of our Company as of the date of this Updated Draft Red Herring Prospectus – I:
Category Category of Number Number of Numb Number Total Shareholdi Number of Voting Rights held in Each Number of Shareholding, Number of Number of Shares Number of
(I) Shareholder of Fully Paid-up er of of Number of ng as a % Class of Securities Shares as a % locked-in Pledged or Otherwise Equity Shares
(II) Sharehol Equity Shares Partly Shares Equity of Total (IX) Underlying Assuming Full shares Encumbered* held in
ders Held Paid- UnderlyiShares Held number of Outstandin Conversion of (XII) (XIII) Dematerialized
(III) (IV) up ng (VII) Equity No of Voting Rights Total as g Convertible Numbe As a Number (a) As a % of Form
Equit Deposito =(IV)+(V)+ Shares Class Class, Total a % of Convertible Securities (as a r (a) % of total (XIV)@
y ry (VII) (calculated (Equity) e.g. (A+B+ Securities Percentage of total share s
Share Receipts as per others C) (including Diluted Share share held (b)
s Held (VI) SCRR, Warrants) Capital) s
(V) 1957) (X) (XI)= (VII)+(X) held
(VIII) As a As a % of (b)
% of (A+B+C2)
(A+B+C2)
(A) Promoter and 1 139,302,995^ - - 139,302,995 62.65 139,302,995 - 139,302,995 62.65 - - - 86,225,208 38.78 139,302,995^
Promoter ^ ^ ^ (1)
Group
(B) Public 327 83,062,005 - - 83,062,005 37.35 83,062,005 - 83,062,005 37.35 - - - 199,927 0.09 83,062,005
(C) Non Promoter- - - - - - - - - - - - - - - - -
Non Public
(C1) Shares - - - - - - - - - - - - - - - -
underlying DRs
(C2) Shares held by - - - - - - - - - - - - - - - -
Employee
Trusts
Total 328@ 222,365,000 - - 222,365,000 100.00 222,365,000 - 222,365,000 100.00 - - - 86,425,135 38.87 222,365,000
^ Includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath
and Prabhakara Dayananda Kamath, as registered holders, of which Manipal Technologies Limited is the beneficial owner.
(1) The pledged Equity Shares will be released on or before the date of filing of the Red Herring Prospectus, subject to compliance with the terms of the share pledge agreement.
@ Excludes five Shareholders, namely Abhay Anant Gupte (Equity Shares jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara
Dayananda Kamath, each of whom hold five Equity Shares of ₹ 2 each, as registered holders, in relation to which Manipal Technologies Limited is the beneficial owner.
1144. Details of the shareholding of our Promoters, directors of our Corporate Promoters, and members of our
Promoter Group
Set out below are the details of the Equity Shares of face value of ₹2 each held by our Promoters, the directors of our
Corporate Promoters, and members of our Promoter Group:
Name of the Shareholder Pre-Offer Post-Offer(1)
Number of Equity Percentage of the Number of Equity Percentage of the
Shares of face value of ₹ pre-Offer paid-up Shares of face post-Offer paid-up
2 each held (on a fully Equity Share value of ₹ 2 each Equity Share
diluted basis)* capital (%)@ held capital (%)
Promoters
Manipal Technologies Limited^ 139,302,995 62.10 [●] [●]
Total 139,302,995 62.10 [●] [●]
Promoter Group (other than our Promoters)
Nil - - [●] [●]
Directors of our Corporate Promoters
Abhay Anant Gupte$ 75,005 0.03 [●] [●]
* Number of Equity Shares (on a fully diluted basis) calculated taking into account all outstanding vested employee stock options (if any) held
by the Shareholder as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring
Prospectus – I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
(1) To be computed prior to filing of the Prospectus with the RoC
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee
stock options as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus
– I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
^ Includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva
Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, of which Manipal
Technologies Limited is the beneficial owner.
$ Holds 5 Equity Shares of face value of ₹ 2 each as the registered owner, of which MTL is the beneficial owner.
5. Details of the Shareholding of the Directors, Key Managerial Personnel and Senior Management as of the
date of filing of this Updated Draft Red Herring Prospectus – I
Except as disclosed below, none of our Directors, our Key Managerial Personnel and Senior Management hold any
Equity Shares of face value of ₹ 2 each in our Company as of the date of filing of this Updated Draft Red Herring
Prospectus – I:
Name Number of Equity Shares of face Percentage of Pre-Offer Capital (%)@
value of ₹ 2 each (on a fully diluted
basis)**
Directors
Kukkundoor Girish Kini*# 375,005 0.17
Abhay Anant Gupte (jointly held with 75,005 0.03
Madhuri Abhay Gupte)*
Baikadi Narahari 22,500 0.01
Key Managerial Personnel
Ramanath Pai 150,000 0.07
Dattatri Manjunatha Hardur 15,000 0.01
Senior Management
Rajat Shuvra Sen 120,000 0.05
Jnaneshwara Prabhu 75,000 0.03
Arun Bhasker 52,500 0.02
Srinivas AG 67,500 0.03
Mayank Bhotika 127,500 0.06
* Holds 5 Equity Shares of face value of ₹ 2 each as the registered owner, of which MTL is the beneficial owner.
# Also a Key Managerial Personnel of our Company.
** Number of Equity Shares (on a fully diluted basis) calculated taking into account all outstanding vested employee stock options (if any) held
by the Shareholder as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring
Prospectus – I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee
stock options as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus
– I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
6. Details of the Shareholding of the major Shareholders
(a) Set out below are details of Shareholders holding 1% or more of the paid-up equity share capital of our Company as
of the date of this Updated Draft Red Herring Prospectus – I:
115S. No. Name of the Shareholder Number of Equity Shares of Percentage of pre-Offer equity
face value of ₹ 2 each (on a share capital (%)@
fully diluted basis)*
1. Manipal Technologies Limited^ 139,302,995 62.10
2. Touchstone Trust Scheme IV 15,560,000 6.94
3. Think Investments PCC 6,453,220 2.88
4. Mukul Mahavir Agrawal 5,831,220 2.60
5. Nuvama Crossover Opportunities Fund – 5,497,984 2.45
Series III
6. Amicus Capital Partners India Fund II 5,164,800 2.30
7. India SME Investments Fund II 5,109,253 2.28
8. Nuvama Crossover Opportunities Fund – 4,331,746 1.93
Series IIIA
9. Nuvama Crossover Opportunities Fund – 3,332,112 1.49
Series IIIB
Total 190,583,330 84.95
* Number of Equity Shares (on a fully diluted basis) calculated taking into account all outstanding vested employee stock options (if any) held
by the Shareholder as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring
Prospectus – I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee
stock options as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus
– I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
^ Includes the five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva
Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, as registered holders,
of which Manipal Technologies Limited is the beneficial owner.
(b) Set out below are details of Shareholders holding 1% or more of the paid-up equity share capital of our Company as
of 10 days prior to the date of this Updated Draft Red Herring Prospectus – I:
S. No. Name of the Shareholder Number of Equity Shares of Percentage of pre-Offer equity
face value of ₹ 2 each (on a fully share capital (%)@
diluted basis)*
1. Manipal Technologies Limited^ 139,302,995 62.10
2. Touchstone Trust Scheme IV 15,560,000 6.94
3. Think Investments PCC 6,453,220 2.88
4. Mukul Mahavir Agrawal 5,831,220 2.60
5. Nuvama Crossover Opportunities Fund – 5,497,984 2.45
Series III
6. Amicus Capital Partners India Fund II 5,164,800 2.30
7. India SME Investments Fund II 5,109,253 2.28
8. Nuvama Crossover Opportunities Fund – 4,331,746 1.93
Series IIIA
9. Nuvama Crossover Opportunities Fund - 3,332,112 1.49
Series IIIB
Total 190,583,330 84.95
* Number of Equity Shares (on a fully diluted basis) calculated taking into account all outstanding vested employee stock options (if any) held
by the Shareholder as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring
Prospectus – I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee
stock options as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus
– I, none of our Promoters and Promoter Selling Shareholder hold any vested employee stock options.
^ Includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva
Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, as registered holders,
of which Manipal Technologies Limited is the beneficial owner.
(c) Set out below are details of Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as
of one year prior to the date of this Updated Draft Red Herring Prospectus – I:
S. No. Name of the Shareholder Number of equity shares of face Percentage of pre-Offer equity
value of ₹ 10 each (on a fully share capital (%)@
diluted basis)
1. Manipal Technologies Limited^ 165,404,000 74.38
2. Touchstone Trust Scheme IV 15,560,000 7.00
3. Manipal Media Network Limited 9,492,555 4.27
4. Think Investments PCC 6,453,220 2.90
5. Mukul Mahavir Agrawal 5,831,220 2.62
6. India SME Investments Fund II 3,109,985 1.40
Total 205,850,980 92.57
116@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all optionally convertible
debentures as on the date of this Updated Draft Red Herring Prospectus – I.
^ Includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva
Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, as registered holders,
of which Manipal Technologies Limited is the beneficial owner.
(d) Set out below are details of Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as
of two years, prior to the date of this Updated Draft Red Herring Prospectus – I:
S. No. Name of the Shareholder Number of equity shares of face Percentage of pre-Offer equity
value of ₹ 10 each share capital (%)
1. Manipal Technologies Limited 33,080,800 79.98
2. Glory Wise International Limited 4,724,200 11.42
3. Chan Wanich International Company 3,546,000 8.57
Limited
Total 41,351,000 99.98
(e) Details of securities of our Company that have been purchased or sold by our Promoters, the members of our Promoter
Group, our Directors or their relatives during six months preceding the date of this Updated Draft Red Herring
Prospectus – I.
Except as set out below, none of the members of our Promoter Group, our Promoters, our Directors, or any of their
respective relatives, as applicable, have purchased or sold any securities of our Company during the period of 6 months
immediately preceding the date of this Updated Draft Red Herring Prospectus – I:
117S. No. Date of transfer Number of Equity Details of Details of transferee Face value Transfer price per Nature of
Shares transferred transferor Equity Share Consideration
1. May 7, 2025 (199,927) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Jaspreet Kaur Kang 99,963
2. Deepa Krishen 99,964
2. May 8, 2025 (16,998) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Alpa Amit Shah 2,666
2. Dhruv Bhandari 3,333
3. Harini Nidimamidi 2,666
4. Yash Ranjeet Jain 3,333
5. Zeheb Ahmad Makani 1,667
6. Arya Jignesh Desai 3,333
3. May 14, 2025 (99,964) Manipal Anurag Agarwal 2 300.11 Cash
Technologies
Limited
4. May 15, 2025 (99,964) Manipal Bhoopalam Jewellers Private Limited 2 300.11 Cash
Technologies
Limited
5. May 20, 2025 (833,031) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Altify Ventures LLP 166,606
2. Delta Innovative 499,817
Research LLP
3. Ulhas Vallabhji Gala 166,608
6. May 22, 2025 (366,536) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Nutan Ulhas Gala 166,608
2. Omnenest Technologies 99,964
Private Limited
3. Shilpi Jain 99,964
7. May 23, 2025 (533,139) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Khazana Tradelin 366,533
2. Rahul Mittal 166,606
118S. No. Date of transfer Number of Equity Details of Details of transferee Face value Transfer price per Nature of
Shares transferred transferor Equity Share Consideration
8. June 5, 2025 (199,928) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Gunjan Chowhan 99,964
2. Vishal Chandreshbhai 99,964
Gandhi
9. June 6, 2025 (199,928) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Sangam Finserv Limited 99,964
2. Sharad Bhansali 99,964
10. June 9, 2025 (766,387) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Sajjan Kumar Patwari 166,606
2. Heena Kamte 499,817
3. Ram Prakash and Co 99,964
Private Limited
11. June 10, 2025 (316,552) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Agrocel Industries 99,964
Private Limited
2. Shalibhadra 49,982
Navinchandra Shah
3. Sneha Dendi 166,606
12. June 11, 2025 (499,818) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Goldfield Fragrances 333,212
Private Ltd
2. Sanjay B Mehta 166,606
13. June 12, 2025 (5,064,815) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Chandrakant Ratilal Shah 33,322
2. Smit Chandrakant Shah 33,322
3. K. Kanraj Bhansali 66,643
4. Nageswara Rao Lavu 166,606
5. Mittal Steel Limited 666,423
6. Nuvama Crossover 433,175
Opportunities Fund 4A
7. Vara Future LLP 333,212
119S. No. Date of transfer Number of Equity Details of Details of transferee Face value Transfer price per Nature of
Shares transferred transferor Equity Share Consideration
8. Nuvama Crossover 3,332,112
Opportunities Fund 3B
14. June 13, 2025 (1,692,058) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Aditya Ajit Phadke 49,982
2. Archit Agarwal 99,963
3. Chander Prakash Gurnani 166,605
4. Het Paresh Mehta 199,927
5. Ishwarchand Kishorilal 99,964
Goyal
6. Jagjyot Singh Harjit 1667
Singh Nanra
7. Jahnvi Surana 33,322
8. Navkiran Singh 33,322
9. Pritam Ishwarchand 99,964
Goyal
10. Rakesh Kumar Verma 99,964
11. Saurabh Gupta 249,909
12. Siddhartha Roy 1,667
13. Yash Ranjeet Jain 3,333
14. Lalita Agarwal 166,605
15. Ajendra Agarwal 233,248
16. Alpa Amit Shah 1,000
17. Anjali Vashisht 33,322
18. Shah Bharat Mansukhlal 16,661
19. Chirag Kirtikumar Shah 33,322
20. Daksha H. Dawda 1,667
21. Imediablitz Solutions 33,322
LLP
22. Mohit Tandon 33,322
15. June 16, 2025 (403,253) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Jigar Amrut Chheda 33,322
2. Altify Ventures LLP 170,000
3. V Subramanya 66,643
4. Sheela Bhailal Maru 33,322
5. Vicky Jain 33,322
6. Vikas Jayantilal Jain 33,322
7. Vipul Kumar Jain 33,322
120S. No. Date of transfer Number of Equity Details of Details of transferee Face value Transfer price per Nature of
Shares transferred transferor Equity Share Consideration
16. June 17, 2025 (358,205) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Kashmira Vijay Bhayani 33,322
2. Lalita Devi Chaudhary 49,982
3. Smoothline Writing 66,643
Instruments Pvt
4. Tamohara Investment 141,615
Managers Pvt Ltd
5. Suresh Agarwal 66,643
17. June 18, 2025 (649,766) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Dalmus Performance 499,818
Focused Fund
2. Chandanmal D 33,322
3. Maya Mulesh Savla 33,322
4. SVK Realty Investment 33,322
5. Smithesh Hasmukh Sheth 49,982
18. June 19, 2025 (1,046,367) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Nilesh Natwarlal Dadia 33,322
2. Derit Infrastructure Pvt 33,322
Ltd
3. Dina Narendra Dedhia 33,325
4. Altify Ventures LLP 149,946
5. Chintan N Shah 33,322
6. Susheel Kumar Saraff 100,000
7. Amit Agarwal 33,322
8. Anjuli Kanthed 33,322
9. Rikhil K Shah 33,322
10. Sanjay Popatlal Jain 166,606
11. Chryseum Advisors LLP 50,000
12. DHSK Advisors LLP 99,964
13. Deepa Bharat Bhatt 33,322
14. Gaurang Arun Kanodiya 33,335
15. Prakash Bagla 13,329
16. Sonica Kumar 33,322
17. Vishal Bohra 33,322
18. Vardaan Nagpal 99,964
121S. No. Date of transfer Number of Equity Details of Details of transferee Face value Transfer price per Nature of
Shares transferred transferor Equity Share Consideration
19. June 20, 2025 (2,104,227) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Priti Mehul Gandhi 33,322
2. Amit M Vora 33,322
3. Ratan Lal Dhanuka 105,000
4. Jasmina Jayesh Dadia 33,322
5. India SME Investments 1,066,276
Funds II
6. Bravia Rent Alpha 833,028
Holdings Limited
20. June 23, 2025 (5,997,800) Manipal S. No. Transferee No. of equity 2 300.11 Cash
Technologies shares
Limited 1. Amicus Capital Partners 5,164,800
India Fund
2. Ravindra K Mariwala 333,200
3. Girija Dempo Family 166,600
Private Trust
4. Vasundhara Dempo 166,600
Family Private Trust
5. Twin and Bull 166,600
Opportunities Fund 1
21. June 5, 2025 (66,652) Manipal Media S. No. Transferee No. of equity 2 300.11 Cash
Network shares
Limited 1. Agarwal Family Trust 33,326
2. Ridhi Share Brokers Pvt 33,326
Ltd
22. June 5, 2025 (33,327) Manipal Media S. No. Transferee No. of equity 2 300.11 Cash
Network shares
Limited 1. Cosmo First Limited 11,109
2. Bandi Vamsikrishna 11,109
3. Parthasaradhi Reddy 11,109
Bandi
23. June 5, 2025 (15,552) Manipal Media Indra Singh and Sons Private Limited 2 300.11 Cash
Network
Limited
24. June 6, 2025 (22,218) Manipal Media S. No. Transferee No. of equity 2 300.11 Cash
Network shares
Limited
122S. No. Date of transfer Number of Equity Details of Details of transferee Face value Transfer price per Nature of
Shares transferred transferor Equity Share Consideration
1. Navsai Investments Pvt 11,109
Ltd
2. Alpak Investments 11,109
Private Limited
25. June 6, 2025 (6,665) Manipal Media Arjuna Natural Private Limited 2 300.11 Cash
Network
Limited
26. June 6, 2025 (26,662) Manipal Media S. No. Transferee No. of equity 2 300.11 Cash
Network shares
Limited 1. Kushal Pal Singh 13,331
2. Pia Singh 13,331
27. June 9, 2025 (19,996) Manipal Media Tradex India Corporation Pvt Ltd 2 300.11 Cash
Network
Limited
28. June 9, 2025 (11,109) Manipal Media Bhanu Chopra 2 300.11 Cash
Network
Limited
29. June 11, 2025 (16,663) Manipal Media Adhiraj Swarup Agarwal 2 300.11 Cash
Network
Limited
30. June 11, 2025 (22,218) Manipal Media Renuka Talwar 2 300.11 Cash
Network
Limited
1237. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for purchase of Equity
Shares of face value of ₹ 2 each being offered pursuant to the Offer.
8. Our Company does not have any partly paid-up Equity Shares as of the date of this Updated Draft Red Herring
Prospectus – I and all Equity Shares Allotted in the Offer will be fully paid-up at the time of Allotment.
9. Except for the allotment of Equity Shares pursuant to the (i) Fresh Issue, (ii) any exercise of employee stock options
under the ESOP Scheme, and (iii) Pre-IPO Placement, there will be no further issue of specified securities whether by
way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing
from the date of filing of this Updated Draft Red Herring Prospectus – I with SEBI until the Equity Shares have been
listed on the Stock Exchanges or all application monies have been refunded, as the case may be.
10. Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under
the applicable law, aggregating up to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs.
If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the
Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant
to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may
be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in
the relevant sections of the Red Herring Prospectus and the Prospectus.
11. Except for issue of any Equity Shares pursuant to exercise of options granted under the ESOP Scheme, our Company
presently does not intend or propose and is not under negotiations or considerations to alter its capital structure for a
period of six months from the Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity
Shares or 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 shares or on a rights basis or
by way of further public issue of Equity Shares or qualified institutions placements or otherwise. Provided, however,
that the foregoing restrictions do not apply to the issuance of any Equity Shares of face value of ₹2 each pursuant to
the exercise of employee stock options granted or which may be granted under the ESOP Scheme or stock appreciation
rights.
12. Except for options granted under the ESOP Scheme, our Company has no outstanding warrants, options, debentures,
loans or other instruments convertible into Equity Shares.
13. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
14. There have been no financing arrangements whereby our Promoters, directors of our Corporate Promoters, members
of our Promoter Group, our Directors and their respective relatives 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 the period of
six months immediately preceding the date of filing of this Updated Draft Red Herring Prospectus – I.
15. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and members of our Promoter
Group during the period between the date of filing of this Updated Draft Red Herring Prospectus - I and the date of
closure of the Offer shall be reported to the Stock Exchanges within 24 hours of the transactions.
16. No person connected with the Offer, including, but not limited to, the BRLMs, the members of the Syndicate, our
Company, our Directors, our Promoters (including Manipal Technologies Limited as the Promoter Selling
Shareholder), members of our Promoter Group, our Key Managerial Personnel, members of the Senior Management
or Group Companies, 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 fee or commission for services rendered in relation
to the Offer.
17. As of the date of filing of this Updated Draft Red Herring Prospectus – I, the total number of holders of the Equity
Shares is 328@.
@ Excludes five Shareholders, namely Abhay Anant Gupte (Equity Shares jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao,
Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, each of whom hold five Equity Shares
of ₹ 2 each, as registered holders, in relation to which Manipal Technologies Limited is the beneficial owner.
18. Except for: (i) 5,497,984 Equity Shares held by Nuvama Crossover Opportunities Fund – Series III, (ii) 4,331,746
Equity Shares held by Nuvama Crossover Opportunities Fund – Series IIIA, (iii) 3,332,112 Equity Shares held by
Nuvama Crossover Opportunities Fund – Series IIIB, and (iv) 433,175 Equity Shares held by Nuvama Crossover
Opportunities Fund – Series 4A, Category II AIFs managed by Nuvama Asset Management Limited, an associate (as
124defined under the SEBI Merchant Bankers Regulations) of Nuvama Wealth Management Limited, none of the BRLMs
and their respective associates (as defined under the SEBI Merchant Bankers Regulations) hold any Equity Shares as
on the date of this Updated Draft Red Herring Prospectus – I. The BRLMs and their respective associates and affiliates
in their capacity as principals or agents may engage in transactions with, and perform services for, our Company and
its respective directors and officers, partners, trustees, affiliates, 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 and each of its respective directors and officers, partners, trustees, affiliates, associates or third
parties, for which they have received, and may in the future receive, compensation.
19. Our Promoters and the members of the Promoter Group shall not participate in the Offer, except to the extent of the
Promoter Selling Shareholder participating in the Offer for Sale.
20. Except as disclosed in “– Notes to Capital Structure – Share Capital History of our Company” on page 97, our
Company has not undertaken any public issue of securities or rights issue of any kind or class of securities since its
incorporation.
Employee Stock Option Scheme
Our Company, pursuant to the resolutions passed by our Board on March 14, 2024, and our Shareholders on March 15, 2024,
approved the “MCT Employee Stock Option Plan 2024” (the “ESOP Scheme”). ESOP Scheme was effective from March 15,
2024. The objective of ESOP Scheme is to attract and retain the key talents by way of rewarding their performance and motivate
them to contribute to the overall corporate growth and profitability.
Under ESOP Scheme, 2,176,895 options exercisable into not more than 10,884,475 Equity Shares face value of ₹ 2 each can
be issued to permanent employees working in or outside India, and directors of the Company, Subsidiaries and Manipal
Technologies Limited (our holding company). 1,971,000 options have been vested, but none of the vested options have been
exercised as on the date of this Updated Draft Red Herring Prospectus – I. Employees of Manipal Technologies Limited (our
holding company) can be granted options only with prior approval of the shareholders of the Company by way of a special
resolution. Options have been granted pursuant to the ESOP Scheme to the employees of our Company and Manipal
Technologies Limited. Further, ESOP Scheme is in compliance with the SEBI SBEB Regulations and all grants made under
the ESOP Scheme are in compliance with the Companies Act, 2013, to the extent applicable at the time of such grants.
As on the date of this Updated Draft Red Herring Prospectus – I, under the ESOP Scheme, 8,304,360 options have been granted,
out of which 1,459,360 options have lapsed, resulting in a balance of 6,845,000 options. All grants under ESOP 2024 have been
made to employees of our Company and employees of Manipal Technologies Limited only and are in compliance with the
Companies Act, 2013.
Details of the ESOP Scheme, as certified by Manian & Rao, Chartered Accountants, our statutory auditor, through a certificate
dated November 10, 2025, are as follows:
From July 1,
As of and 2025 till the
As of and As of and
for the date of filing
for the for the
three of this
Fiscal Fiscal
Particulars months Updated
ended ended
period Draft Red
March March
ended June Herring
31, 2024 31, 2025
30, 2025 Prospectus –
I
Options outstanding at the beginning of the period* NA 8,029,360 6,570,000 6,570,000
Options granted during the year/period* 8,029,360 Nil Nil 275,000
No. of employees to whom options were granted 39 Nil Nil Nil
Exercise price of options* ₹ 2 NA NA NA
Options vested (excluding options that have been exercised)* Nil 1,971,000 1,971,000 1,971,000
Options exercised* Nil Nil Nil Nil
Options forfeited/lapsed/cancelled Nil 1,459,360 Nil Nil
Total no. of options in force* 8,029,360 6,570,000 6,570,000 6,845,000
Total no. of Equity Shares that would arise as a result of full exercise of options 8,029,360 6,570,000 6,570,000 6,845,000
granted (net of cancelled options)*
Variation in terms of options NA
Money realised by exercise of options NA NA NA NA
Employee wise details of options granted to:
(i) Key management personnel and senior management*
- Kukkundoor Girish Kini 2,009,360(1)
- Ramanath Pai 1,200,000(1)
- Dattatri Manjunatha Hardur 50,000
125From July 1,
As of and 2025 till the
As of and As of and
for the date of filing
for the for the
three of this
Fiscal Fiscal
Particulars months Updated
ended ended
period Draft Red
March March
ended June Herring
31, 2024 31, 2025
30, 2025 Prospectus –
I
- Rajat Shuvra Sen 400,000
- Jnaneshwara Prabhu 250,000
- Arun Bhasker 175,000
- Srinivas AG 225,000
- Mayank Bhotika 425,000
(ii) Any other employee who received a grant in any one year of options amounting
to 5% or more of the options granted during the year
(iii) Identified employees who are granted options, during any one year equal to or NA NA NA NA
exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of our Company at the time of grant
Fully diluted EPS on a pre-Offer basis on exercise of options calculated in 12.03 13.41 1.57** NA
accordance with the applicable accounting standard ‘Earning Per Share’
Difference between employee compensation cost calculated using the intrinsic NA
value of stock options and the employee compensation cost that shall have been
recognised if our Company had used fair value of options and impact of this
difference on profits and EPS of our Company for the last three fiscals
Description of the pricing formula and the method and significant assumptions used The fair value are estimated using the Black-Scholes
during the year to estimate the fair values of options, including weighted-average Model.
information, namely, risk-free interest rate, expected life, expected volatility,
expected dividends and the price of the underlying share in market at the time of Particulars For the year
grant of the option ended March
31, 2024
Exercise Price (in ₹) Rs. 2.00
Share price at the grant date (in ₹) Rs. 27.80
Weighted average fair value of Rs. 25.42
options granted (in ₹)
Expected life of the option (years) 4.80
Risk free interest rate (%) 6.98%
Expected volatility (%) 17.94%
Dividend yield (%) 0.72%
Impact on profits and EPS of the last three years if our Company had followed the Not applicable because our company had followed the
accounting policies specified in Regulation 15 of the SEBI SBEB Regulations in accounting policies specified in Regulation 15 of the
respect of options granted in the last three years SEBI SBEB Regulations i.e., as per the Indian
Accounting Standards.
Intention of the key managerial personnel, senior management personnel and Not applicable because none of the Key Managerial
whole-time directors who are holders of Equity Shares allotted on exercise of Personnel or senior management personnel have
options granted to sell their Equity Shares within three months after the date of expressed their intention to sell their Equity shares within
listing of Equity Shares pursuant to the Issue three months after the listing of Equity Shares pursuant
to the Offer.
Intention to sell Equity Shares within three months after the listing of Equity Shares, Not applicable because none of the Director, key
by Directors, key managerial personnel, senior management personnel and managerial personnel, senior management personnel or
employees having Equity Shares arising out of options granted, amounting to more employee has expressed their intention to sell Equity
than 1% of the issued capital (excluding outstanding warrants and conversions) Shares arising out of the ESOP Scheme amounting to
more than 1% of the issued capital (excluding
outstanding warrants and conversions) within three
months after the listing of Equity Shares pursuant to the
Offer.
* The effect of sub-division of face value of equity shares has been given.
** Not annualized
(1) Subsequent to the grant of options to Kukkundoor Girish Kini and Ramanath Pai, 759,360 options granted to Kukkundoor Girish Kini and 700,000
options granted to Ramanath Pai have lapsed in the Fiscal ended March 31, 2025.
126SECTION IV: PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER
The Offer is of up to [●] Equity Shares of face value of ₹ 2 each aggregating to ₹ [●] million comprising a Fresh Issue of [●]
Equity Shares, aggregating up to ₹ 4,000.00 million by our Company and an Offer for Sale of up to 17,500,000 Equity Shares
of face value of ₹ 2 each aggregating up to ₹[●] million by the Promoter Selling Shareholder.
Offer for Sale
The Promoter Selling Shareholder will be entitled to its portion of the proceeds of the Offer for Sale, after deducting its portion
of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale.
All expenses in relation to the Offer, other than the listing fees (which shall be borne by our Company), shall be shared among
our Company and the Promoter Selling Shareholder on a pro rata basis, in proportion to the Equity Shares Allotted by our
Company in the Fresh Issue and the portion of the Offered Shares sold by the Promoter Selling Shareholder in the Offer for
Sale, in accordance with applicable law and the Offer Agreement. The table below sets forth certain details in relation to the
Promoter Selling Shareholder and its Offered Shares:
S. No. Name of Promoter Selling Shareholder Number of Equity Shares Offered Date of the board Date of the consent
meeting letter
1. Manipal Technologies Limited 17,500,000 June 21, 2025 June 21, 2025
Fresh Issue
The details of the proceeds from the Fresh Issue, which have been approved by way of a resolution passed by our Board of
Directors at their meeting held on November 1, 2025, are provided in the following table:
Particulars Estimated amount (in ₹ million)
Gross Proceeds from the Fresh Issue*^ Up to 4,000.00
(Less) Offer related expenses in relation to the Fresh Issue to be borne by [●]
our Company#
Net Proceeds from the Fresh Issue#^ [●]
* Subject to full subscription of the Fresh Issue component
# To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. For further details, see “– Offer Related
Expenses” on page 138.
^ Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be
at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
Requirement of funds
The Net Proceeds of the Fresh Issue are proposed to be utilised by our Company in the following manner:
1. Funding the capital expenditure requirements of our Company towards purchasing and setting up of new and second-
hand equipment at (a) card manufacturing facility, personalization bureau and cheque printing facility in Manipal,
Karnataka, (b) personalization bureau and cheque printing facility in Chennai, Tamil Nadu, Noida, Uttar Pradesh, and
personalization bureau in Navi Mumbai, Maharashtra, (c) cheque printing facilities in Navi Mumbai, Maharashtra and
Howrah, West Bengal, (d) central cards processing centers at Chhattisgarh RTO, and (e) Smart Tagging and IoT
Solutions facility in Manipal (“Capital Expenditure on Equipment”); and
2. General corporate purposes.
(collectively, referred to herein as “Objects”)
In addition to the aforementioned Objects, our Company expects to achieve the benefits of listing of its Equity Shares on the
Stock Exchanges including enhancement of our Company’s brand name and creating a public market for our Equity Shares in
India.
The main objects and the objects incidental and ancillary to the main objects of our MoA enables our Company to undertake
(i) our existing business activities; (ii) the activities proposed to be funded from the Net Proceeds; and (iii) the activities for
which funds are earmarked towards general corporate purposes.
127Utilisation of Net Proceeds
After deducting the Offer related expenses from the Gross Proceeds of the Fresh Issue, we estimate the net proceeds of the
Fresh Issue to be ₹ [●] million. The details of the Net Proceeds of the Offer are summarized in the table below:
Particulars Estimated Amount*^@
(₹ in million)
Capital Expenditure on Equipment 2,871.43
General corporate purposes* [●]
Net Proceeds* [●]
* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate
purposes shall not exceed 25% of the Gross Proceeds.
^ Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be
at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
@ Inclusive of applicable GST, customs duty and/or other taxes and duties as may be applicable.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and
deployment of funds as follows:
(₹ in million)
Particulars Total Estimated amount^/ Estimated schedule of deployment of Net
estimated cost Amount to be funded Proceeds
from the Net Proceeds Fiscal 2026 Fiscal 2027 Fiscal 2028
Capital Expenditure on Equipment 2,871.43@ 2,871.43@ 1,706.60@ 523.56@ 641.27@
General corporate purposes*# [●] [●] [●] [●] [●]
Total Net Proceeds**# [●] [●] [●] [●] [●]
* To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
# The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.
** Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be
at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as
amended. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
@ Inclusive of applicable GST, customs duty and/or other taxes and duties as may be applicable.
The fund requirement, the deployment of funds and the intended use of the Net Proceeds as indicated above are based on our
management estimates, current circumstances of our business and prevailing market conditions and other external commercial
and technical factors including interest rates.
Our Company may decide to accelerate the estimated deployment of Net Proceeds ahead of the schedule of implementation
specified above. Any such change in our plans may require rescheduling of our expenditure programs and increasing or
decreasing expenditure for our Object vis-à-vis the utilization of Net Proceeds. Further, the deployment of funds described
herein has not been appraised by any bank or financial institution or any other independent agency. We may also have to revise
our funding requirements and deployment of the Net Proceeds from time to time on account of business and strategy and other
external factors such as change in cost, financial and market conditions, demand for our products, change in technology, our
management’s analysis of economic trends and business requirements, competitive landscape as well as general factors
affecting our results of operations, financial condition, access to capital, business and strategy, delay in procuring and
operationalizing assets, obtaining necessary licenses and approvals or other external factors, which may not be within the control
of our management. This may entail changing the allocation of funds from its planned allocation at the discretion of our
management, subject to compliance with applicable law. For details, please see section titled “Risk Factors – Our funding
requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to
change based on various factors, some of which are beyond our control. Further, any variation in the utilization of the Net
Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval.” on page 70.
In the event the estimated utilisation out of the Net Proceeds is not completely utilised for the Objects during the respective
periods stated above due to factors such as (i) economic and business conditions; (ii) delay in procuring and operationalizing
assets or necessary licenses and approvals; (iii) timely completion of the Offer; (iv) market conditions outside the control of
128our Company; and (v) any other commercial considerations, the remaining unutilised portion of the Net Proceeds shall be
utilised (in part or full) in subsequent periods as may be determined by our Company, in accordance with applicable laws.
Further, due to various factors including considerations as set out above, we may decide or have to utilize portion of the Net
Proceeds allocated for the subsequent year in the previous year. Any such change in our plans may require rescheduling of our
expenditure programs and increasing or decreasing expenditure for a particular object vis-à vis the utilization of Net Proceeds.
In case of any surplus after utilization of the Net Proceeds towards the aforementioned capital expenditure requirements, we
may use such surplus towards general corporate purposes, provided that the total amount to be utilized towards general
corporate purposes does not exceed 25% of the Gross Proceeds from the Fresh Issue in accordance with applicable law. Further,
in case of any variations in the actual utilisation of funds earmarked towards Capital Expenditure on Equipment, then any
increased fund requirements for a particular object may be financed by surplus funds, if any, available in respect of the other
objects for which funds are being raised in this Offer, subject to utilisation towards general corporate purposes not exceeding
25% of the Gross Proceeds from the Fresh Issue. Subject to applicable laws, in the event of any increase in the actual
requirement of funds earmarked for the purposes set forth above, such additional fund requirement will be met by our Company
by exploring a range of options available to us, including utilising our internal accruals, additional equity funding and/or seeking
additional debt from existing and future lenders.
Details of objects of the Offer
Our Board at its meeting held on November 1, 2025, has approved the Objects of the Offer and the respective amounts proposed
to be utilized from the Net Proceeds for each Object. The details of each of the Objects of the Offer are as below:
1. Capital Expenditure on Equipment
In line with our continued focus on strategic growth opportunities and to cater to increasing demand, our Company proposes
to utilise a portion of the Net Proceeds, amounting to ₹2,871.43 million, for purchasing and setting up of new and second-
hand equipment at (a) card manufacturing facility, personalization bureau and cheque printing facility in Manipal,
Karnataka, (b) personalization bureau and cheque printing facility in Chennai, Tamil Nadu, Noida, Uttar Pradesh, and
personalization bureau in Navi Mumbai, Maharashtra, (c) cheque printing facilities in Navi Mumbai, Maharashtra and
Howrah, West Bengal, (d) central cards processing centers at Chhattisgarh RTO, and (e) Smart Tagging and IoT Solutions
facility in Manipal. For details, see “Our Business – Business Strategies” on beginning page 273.
The proposed Capital Expenditure on Equipment is expected to expand our capacity to meet projected volumes across
growing and new verticals, replacing leased equipment with owned equipment, support new product lines including ‘metal
cards’ and IoT devices, and ensuring business continuity by maintaining sufficient buffer capacity. For risks associated
with underutilization of our capacity and purchase of second hand equipment, see “Risk Factors – Under-utilization of
our manufacturing facilities, personalization bureaus and printing facilities could have an adverse effect on our
business, results of operations and financial condition.” and “Risk Factors – Our planned acquisition of second-hand
equipment as part of the Objects of the Offer carries inherent operational, efficiency and financial risks.” on pages 47
and 39, respectively.
(i) A list of equipment that we have obtained quotations for, along with the details of such quotations which we
propose to use towards our business comprising Payment Solutions, Identification Solutions and Secure Solutions is
set forth below:
S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless funded
stated in from the
another Net
currency) Proceeds
(₹ in
million)
1. Offset printing M/s. Shina 25.00 1 29.50 29.50 June 4, December
machine Enterprises 2025 30, 2025
2. Screen printing Sunstar Graphics USD 1 1.93 1.93 June 4, January 15,
machine Private Limited 17,000.00 $ 2025 2026
3. Card lamination Robert Bürkle EUR 1 44.91 44.91 June 2, Six months
machine GMBH 342,000.00 € 2025 from the
date of
quotation
4. UV inkjet printer Sign Solutions 2.08 20 48.97 48.97 June 2, March 31,
2025 2026
129S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless funded
stated in from the
another Net
currency) Proceeds
(₹ in
million)
5. Dispensing and MB Automation EUR 1 50.02 50.02 June 3, December
dabbing machine GmbH & Co. 371,500.00 € 2025 31, 2025
for chip embedding
6. Milling and MB Automation EUR 1 75.79 75.79 June 3, December
embedding GmbH & Co. 550,600.00 € 2025 31, 2025
machine
7. Offline inspection iNETest USD 60,000 1 7.32 7.32 May 30, 180 days
system Technologies $ 2025 from the
India Private date of
Limited quotation
8. MICR printing Monotech 6.50 3 23.01 23.01 June 1, December
machine sheetfed Systems Limited 2025 31, 2025
9. Laser printing Konica Minolta 6.44 2 15.19 15.19 June 4, December
machine Business 2025 31, 2025
Solutions India
Private Limited
10. DG Set Bhoomika 20.00 1 23.60 23.60 June 2, December
Enterprises 2025 31, 2025
11. Laser printing Monotech 7.60 1 8.97 8.97 October 12, March 30,
machine Systems Limited 2025 2026
12. CTP machine Kodak India 6.44 1 7.60 7.60 May 31, December
Private Limited 2025 2025
13. Card inspection MB Automation EUR 1 41.76 41.76 June 3, December
system GmbH & Co. 264,242.00 € 2025 31, 2025
14. Full auto collator Shanghai RSID USD 1 24.95 24.95 June 7, 180 days
Solutions Co., 220,000.00 $ 2025 from the
Ltd. date of
quotation
15. DoD Shenyang USD 1 35.36 35.36 June 2, Six months
personalization Youlian 337,525.00 $ 2025 from the
machine Electrical date of
Equipment Co., quotation
Ltd.
16. DoD Shenzhen USD 7 33.74 33.74 May 30, Six months
personalization Emperor 46,000.00 $ 2025 from the
machine Technology date of
Company quotation
Limited
17. Wire embedding SPISTECH Co., USD 3 22.12 22.12 June 1, December
machine Ltd. 65,000.00 $ 2025 25, 2025
18. Card edge gilding SMARTLAYER EUR 1 25.42 25.42 May 30, Six months
-3 SL 172,360.00 € 2025 from the
date of
quotation
19. Wire embedding MB Automation EUR 1 65.54 65.54 June 3, December
machine GmbH & Co. 459,346.00 € 2025 31, 2025
20. Hole punching MB Automation EUR 1 5.82 5.82 June 3, December
machine GmbH & Co. 44,339.00 € 2025 31, 2025
21. Milling and MB Automation EUR 3 203.35 203.35 June 3, December
embedding GmbH & Co. 491,163.00 € 2025 31, 2025
machine
22. Card punching MB Automation EUR 1 33.56 33.56 June 3, December
machine GmbH & Co. 238,417 € 2025 31, 2025
23. DoD Shenyang USD 1 32.32 32.32 June 2, Six months
personalization Youlian 308,525 $ 2025 from the
machine Electrical date of
Equipment Co., quotation
Ltd.
24. DoD Shenyang USD 1 31.83 31.83 June 2, Six months
personalization Youlian 303,772.50 $ 2025 from the
machine Electrical
130S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless funded
stated in from the
another Net
currency) Proceeds
(₹ in
million)
Equipment Co., date of
Ltd. quotation
25. DoD Shenyang USD 1 31.12 31.12 June 2, Six months
Personalization Youlian 297,022.00 $ 2025 from the
Machine Electrical date of
Equipment Co., quotation
Ltd.
26. Durable graphics Entrust USD 1 43.48 43.48 June 3, 180 days
personalization Corporation 414,992.00 $ 2025 from the
machine date of
quotation
27. DoD Shenzhen USD 1 29.13 29.13 June 4, Six months
personalization Emperor 278,000.00 $ 2025 from the
machine – black Technology date of
and white Company quotation
Limited
28. Card fulfilment Atlantic Zeiser EUR 1 32.77 32.77 June 3, 180 days
machine GmbH 249,560.00 € 2025 from the
date of
quotation
29. Solder paste Banquity 2.56 5 15.13 15.13 October 13, January 31,
Upgrade & DOD Equipment 2025 2026
Personalization Solutions Private
Machine - Black & Limited
White (1)
30. Laser printing 1.14 6 8.04 8.04
machine (2)
31. UV inkjet printer (3) 3.22 1 3.80 3.80
32. UV inkjet printer (4) 0.94 1 1.11 1.11
33. Laser printing 3.91 3 13.82 13.82
machine (5)
34. DG Set (6) 1.16 2 2.75 2.75
35. CNC milling 5.31 4 25.05 25.05
machine (7)
36. DOD 14.79 1 17.45 17.45
Personalization
machine - black &
white (8)
37. Laser printing 1.58 9 16.74 16.74
machine (9)
38. Laser printing 5.55 2 13.10 13.10
machine (10)
39. DG Set (11) 2.59 5 15.28 15.28
40. Laser printing 0.08 7 0.65 0.65
machine (12)
41. DOD 19.93 1 23.52 23.52
personalization
machine - black &
white (13)
42. Card verification 1.85 1 2.18 2.18
system (14)
43. Laser printing 4.46 1 5.26 5.26
machine (15)
44. Laser printing 3.93 3 13.92 13.92
machine (16)
45. Laser printing 6.68 1 7.88 7.88
machine (17)
46. UV inkjet printer 1.63 16 30.71 30.71
(18)
131S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless funded
stated in from the
another Net
currency) Proceeds
(₹ in
million)
47. CNC milling 6.68 6 47.28 47.28
machine (19)
48. Cutting Machine 6.36 1 7.51 7.51
(20)
49. Plate setter 2.81 1 3.32 3.32
Machine (21)
50. UV inkjet printer Sundaram 1.42 1 1.68 1.68 June 16, January 31,
(22) Finance Limited 2025 2026
51. CNC milling 7.21 2 17.00 17.00
machine (23)
52. CNC milling 7.21 2 17.00 17.00
machine (24)
53. CNC milling 2.62 2 6.19 6.19
machine (25)
54. Laser 3.67 1 4.34 4.34
personalization
machine (26)
55. MICR printing VM 5.85 1 6.90 6.90 June 4, December
machine Technologies 2025 31, 2025
56. CNC milling Secure Print EUR 34 327.69 327.69 June 3, December
machine Equipment 73,397.00 € 2025 30, 2025
Suppliers FZC
57. QC and inspection Origa Markets 0.48 1 0.57 0.57 June 4, January 31,
machine (27) Private Limited 2025 2026
58. Laser 4.94 1 5.83 5.83
personalization
machine (28)
59. Laser 7.42 1 8.76 8.76
personalization
machine (29)
60. Card punching 11.10 1 13.10 13.10
machine (30)
61. Durable graphics Siemens 3.95 1 4.67 4.67 October 16, November
personalization Financial 2025 30, 2025
machine (31) Services Private
62. Module encoding Limited 3.80 1 4.48 4.48 October 16, November
machine (32) 2025 30, 2025
63. Milling and 13.99 1 16.51 16.51 October 16, November
embedding 2025 30, 2025
machine (33)
64. Laser card 2.28 1 2.69 2.69 October 16, November
personalization 2025 30, 2025
machine (34)
65. Milling and 14.40 1 17.00 17.00 October 16, November
embedding 2025 30, 2025
machine (35)
66. DOD 19.32 1 22.80 22.80 October 16, November
personalization 2025 30, 2025
machine - black &
white (36)
67. Milling and 25.80 1 30.45 30.45 October 16, November
embedding 2025 30, 2025
machine (37)
68. Milling and 57.49 1 67.84 67.84 October 16, November
embedding 2025 30, 2025
machine (38)
69. Milling and 51.40 1 60.65 60.65 October 16, November
embedding 2025 30, 2025
machine (39)
70. DOD 21.95 2 51.80 51.80 October 16, November
personalization 2025 30, 2025
132S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless funded
stated in from the
another Net
currency) Proceeds
(₹ in
million)
machine - black and
white (40)
71. DOD 28.90 2 68.21 68.21 October 16, November
personalization 2025 30, 2025
machine - black and
white (41)
72. Card punching 18.61 1 21.96 21.96 October 16, November
machine (42) 2025 30, 2025
73. Hot Stamping 24.92 1 29.41 29.41 October 16, November
Machine (43) 2025 30, 2025
74. Chip Module 4.59 1 5.42 5.42 October 16, November
Laminator (44) 2025 30, 2025
75. Laminating 11.80 1 13.92 13.92- October 16, November
Machine (45) 2025 30, 2025
76. CNC milling 6.83 7 56.43 56.43 October 16, November
machine (46) 2025 30, 2025
77. Card Orix Leasing and 14.56 1 17.18 17.18 October 14, December
personalization Financing 2025 31, 2025
machine (47)
78. Card 14.43 1 17.02 17.02 October 14, December
personalization 2025 31, 2025
machine (48)
79. Card 14.49 1 17.10 17.10 October 14, December
personalization 2025 31, 2025
machine (49)
Total 2,238.14 2,238.14
As certified by H.M. Rao, independent chartered engineer, by certificate dated November 10, 2025.
* The above cost includes GST, customs duty and/or other taxes and duties as may be applicable.
(1). The indicated equipment shall be acquired second-hand. The estimated age of the equipment is 1.83 years and estimated balance life is
5.17 years.
(2). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.67 years and estimated balance life is
5.33 years.
(3). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.67 years and estimated balance life is
5.33 years.
(4). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.67 years and estimated balance life is
5.33 years.
(5). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.58 years and estimated balance life is
5.42 years.
(6). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.58 years and estimated balance life is
13.42 years.
(7). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.33 years and estimated balance life is
13.67 years.
(8). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.33 years and estimated balance life is
5.67 years.
(9). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.33 years and estimated balance life is
5.67 years.
(10). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.08 years and estimated balance life is
5.92 years.
(11). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.08 years and estimated balance life is
13.92 years.
(12). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.08 years and estimated balance life is
5.92 years.
(13). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.92 years and estimated balance life is
6.08 years.
(14). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.83 years and estimated balance life is
14.17 years.
(15). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.75 years and estimated balance life is
6.25 years.
(16). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.67 years and estimated balance life is
6.33 years.
133(17). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.42 years and estimated balance life is
6.58 years.
(18). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.33 years and estimated balance life is
6.67 years.
(19). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.33 years and estimated balance life is
14.67 years.
(20). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.33 years and estimated balance life is
6.67 years.
(21). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
6.75 years.
(22). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.17 years and estimated balance life is
4.83 years.
(23). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.17 years and estimated balance life is
12.83 years.
(24). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.17 years and estimated balance life is
12.83 years.
(25). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.17 years and estimated balance life is
12.83 years.
(26). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.17 years and estimated balance life is
4.83 years.
(27). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 3.50 years and estimated balance life is
11.50 years.
(28). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 3.33 years and estimated balance life is
3.67 years.
(29). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.83 years and estimated balance life is
4.17 years.
(30). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.50 years and estimated balance life is
12.50 years.
(31). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 3 years and estimated balance life is 4
years.
(32). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 3 years and estimated balance life is 12
years.
(33). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 3 years and estimated balance life is 12
years.
(34). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 3 years and estimated balance life is 4
years.
(35). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 3.00 years and estimated balance life is
12 years.
(36). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.33 years and estimated balance life is
4.67 years.
(37). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.17 years and estimated balance life is
12.83 years.
(38). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
14.75 years.
(39). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
14.75 years.
(40). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 1.33 years and estimated balance life is
5.67 years.
(41). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
6.75 years.
(42). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.92 years and estimated balance life is
14.08 years.
(43). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
14.75 years.
(44). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
14.75 years.
(45). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
14.75 years.
(46). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.75 years and estimated balance life is
14.25 years.
(47). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.33 years and estimated balance life is
4.67 years.
(48). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.33 years and estimated balance life is
4.67 years.
(49). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 2.33 years and estimated balance life is
4.67 years.
$ The conversion rate for USD is ₹88.79, as at rate of exchange on October 14, 2025 (source: www.rbi.org.in).
134€ The conversion rate for EUR is ₹102.80, as at rate of exchange on October 14, 2025 (source: www.rbi.org.in).
@ Any additional amounts which may be payable to a vendor at the time of delivery, including any additional implementation and maintenance
charges (to the extent applicable) or other levies by the relevant government at the time of delivery will be funded from internal accruals.
The quotations obtained from foreign vendors are subject to foreign exchange rates determined at the time of placing orders of such
equipment. For details in relation to fluctuation in foreign exchange rates, see “Risk Factors – We have not yet placed orders in relation
to the capital expenditure to be incurred for certain of our proposed objects of the Offer. In the event of any delay in placing the orders,
or in the event the vendors are not able to provide the requisite equipment in a timely manner, or at all, the same may result in time and
cost over-runs.” on page 47.
(ii) A list of equipment that we have obtained quotations for, along with the details of such quotations which we
propose to use towards our Smart Tagging and IoT Solutions business is set forth below:
S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless stated funded
in another from the
currency) Net
Proceeds
(₹ in
million)
1. Chip bonding MB Automation EUR 2 265.97 265.97 June 6, December
machine GmbH & Co. 963,000.00 € 2025 31, 2025
2. RFID Label QC and Banquity 7.10 1 8.38 8.38 October 13, January 31,
Inspection Machine Equipment 2025 2026
(1) Solutions Private
3. RFID Label Limited 25.24 1 29.78 29.78 October 13, January 31,
Converting 2025 2026
Machine (2)
4. RFID label QC and Aura RF Semicon 7.25 2 17.11 17.11 October 14, February
inspection machine Private Limited 2025 28, 2026
(Formerly Aura
Print Solutions
Private Limited)
5. RFID label Aura RF Semicon 15.84 1 18.69 18.69 June 4, December
personalization Private Limited 2025 31, 2025
machine (Formerly Aura
Print Solutions
Private Limited)
6. RFID tag Aura RF Semicon 16.76 1 19.77 19.77 June 4, December
personalization Private Limited 2025 31, 2025
machine (Formerly Aura
Print Solutions
Private Limited)
7. RFID metal label Aura RF Semicon 14.36 1 16.94 16.94 June 4, December
converting machine Private Limited 2025 31, 2025
(Formerly Aura
Print Solutions
Private Limited)
8. RFID label Aura RF Semicon 13.59 1 16.04 16.04 June 4, December
applicator machine Private Limited 2025 31, 2025
(Formerly Aura
Print Solutions
Private Limited)
9. Laminating GAIAPAC USD 60,000 1 6.80 6.80 May 30, December
machine Middle East FZ- $ 2025 2025
LLC
10. RFID laser proofing Shanghai RSID USD 12,000 1 1.36 1.36 June 3, Six months
machine Solutions Co., $ 2025 from the
Ltd. date of
quotation
till
December
2025
11. RFID bonding Shanghai RSID USD 6,650 $ 1 0.75 0.75 June 3, Six months
tester Solutions Co., 2025 from the
Ltd. date of
quotation
till
135S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless stated funded
in another from the
currency) Net
Proceeds
(₹ in
million)
December
2025
12. Ultrasonic cutting Aura RF Semicon 3.35 1 3.96 3.96 June 4, December
machine Private Limited 2025 31, 2025
(Formerly Aura
Print Solutions
Private Limited)
13. Tag personalization Aura RF Semicon 6.34 1 7.48 7.48 June 4, December
machine Private Limited 2025 31, 2025
(Formerly Aura
Print Solutions
Private Limited)
14. Strip transfer Maan Machine 2.20 5 13.70 13.70 June 4, Six months
machine Tools 2025 from the
date of
quotation
15. Electroforming soft 0.55 1 0.65 0.65 June 4, Six months
tank 2025 from the
date of
quotation
16. Electroforming 0.65 1 0.77 0.77 June 4, Six months
hard tank 2025 from the
date of
quotation
17. Foil embossing 1.70 2 4.01 4.01 June 4, Six months
machine 2025 from the
date of
quotation
18. Foil coating 1.50 2 3.54 3.54 June 4, Six months
machine 2025 from the
date of
quotation
19. Foil slitting 1.15 1 1.36 1.36 June 4, Six months
machine 2025 from the
date of
quotation
20. Label QC and Vinsak India 0.99 9 10.51 10.51 June 3, December
inspection machine Private Limited 2025 2025
21. Die cutting machine Vinsak India 8.50 2 20.06 20.06 June 3, December
Private Limited 2025 2025
22. Inkjet Vinsak India 12.10 3 42.83 42.83 June 3, December
personalization Private Limited 2025 2025
machine
23. CTP machine Nippon Color 3.30# 1 3.89 3.89 June 14, Nine
2025 months
from the
date of
quotation
24. Compressor Vertex 2.62 1 3.09 3.09 October 14, December
Pneumatics 2025 25, 2025
Private Limited
25. Spray metallization A-1.Products 0.39 1 0.46 0.46 June 3, Six months
2025 from the
date of
quotation
26. Recombination Holographic 1.50 1 1.77 1.77 June 12, 180 days
machine Origination and 2025 from the
Machineries date of
Limited quotation
136S. Description of the Name of the Basic Cost Quantity Total Cost Amount Date of the Validity
No. equipment vendor per unit (₹ in (₹ in proposed quotation
in million million)*@ to be
unless stated funded
in another from the
currency) Net
Proceeds
(₹ in
million)
27. Intaglio machine Bosch Rexroth 3.34 2 8.11 8.11 June 3, December
upgradation India Private 2025 31, 2025
Limited
28. RFID MB Automation EUR 1 32.71 32.71 June 6, December
personalization GmbH & Co. 232,000 € 2025 31, 2025
machine
29. Flexo printer U.V. Graphic 27.20 1 32.09 32.09 May 24, 240 days
Technologies 2025 from the
Private Limited date of
quotation
30. RFID tagformance Voyantic Limited EUR 88,540 1 11.63 11.63 October 13, November
tester € 2025 30, 2025
31. RFID bendurance Voyantic Limited EUR 67,164 1 8.82 8.82 October 13, November
tester € 2025 30, 2025
32. RFID force tester Shanghai RSID USD 6,720 $ 1 0.76 0.76 June 3, Six months
Solutions Co., 2025 from the
Ltd. date of
quotation
till
December
2025
33. Flatbed automatic Excel Machinery 4.85 1 5.79 5.79 June 3, December
die cutting (Gujarat) Private 2025 31, 2025
Limited
34. RFID tag QC and Aura RF Semicon 4.99 1 5.88 5.88 June 4, December
inspection machine Private Limited 2025 31, 2025
(Formerly Aura
Print Solutions
Private Limited)
35. UPS Novateur 1.77 1 2.14 2.14 June 3, Six months
Electrical & 2025 from the
Digital Systems date of
Private Limited quotation
36. Fire hydrant system Ashwa Fire Safet 4.80 1 5.66 5.66 June 4, 180 days
and Security 2025 from the
Systems date of
quotation
Total 633.29 633.29 -
As certified by H.M. Rao, independent chartered engineer, by certificate dated November 10, 2025.
* The above cost includes GST, customs duty and/or other taxes and duties as may be applicable.
# INR price for this quotation is determined on the exchange rate of 1 USD at ₹ 85.50 (“Nippon Quotation Exchange Rate”). Further, in terms
of the quotation, prices are subject to change for any variation above 1% as compared to the Nippon Quotation Exchange Rate.
$ The conversion rate for USD is ₹ 88.79, as at rate of exchange on October 14, 2025 (source: www.rbi.org.in).
€ The conversion rate for EUR is ₹ 102.80, as at rate of exchange on October 14, 2025 (source: www.rbi.org.in).
@ Any additional amounts which may be payable to a vendor, including, insurance, freight, packaging cost, import charges, charges at the time
of delivery, any additional implementation and maintenance charges (to the extent applicable) or other levies by the relevant government will
be funded from internal accruals. The quotations obtained from foreign vendors are subject to foreign exchange rates determined at the time
of placing orders of such equipment. For details in relation to fluctuation in foreign exchange rates, see “Risk Factors – We have not yet
placed orders in relation to the capital expenditure to be incurred for certain of our proposed objects of the Offer. In the event of any delay
in placing the orders, or in the event the vendors are not able to provide the requisite equipment in a timely manner, or at all, the same
may result in time and cost over-runs.” on page 47.
(1). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.25 years and estimated balance life is
14.75 years.
(2). The indicated equipment has been acquired second-hand. The estimated age of the equipment is 0.50 years and estimated balance life is
14.50 years.
Note: Our Company confirms that no additional equipment is intended to be purchased out of the Net Proceeds of the Fresh Issue, except as
indicated in the tables above.
The quotations received from the above vendors are valid as on the date of this Updated Draft Red Herring Prospectus – I.
However, we have not entered into any definitive agreements with the vendors and there can be no assurance that the
abovementioned vendors would be engaged to eventually provide the services at the same costs. If there is any increase in
137the costs, the additional costs shall be paid by our Company from its internal accruals and borrowings. Further we have not
placed orders for any equipment stated herein. For details, please see “Risk Factors – We have not yet placed orders in
relation to the capital expenditure to be incurred for certain of our proposed objects of the Offer. In the event of any
delay in placing the orders, or in the event the vendors are not able to provide the requisite equipment in a timely
manner, or at all, the same may result in time and cost over-runs.” on page 47.
Other confirmations
Our Promoters, Directors, Key Managerial Personnel and Senior Management do not have any interest in the suppliers /
vendors from whom our Company has obtained quotations or placed purchase orders in relation to the Objects of the Offer.
Further, we confirm that none of the vendors from whom we propose to purchase equipment towards Capital Expenditure
on Equipment are related parties to our Company, and such transactions will not qualify as related party transactions.
2. General Corporate Purposes
Our Company intends to deploy any balance left out of the Gross Proceeds towards general corporate purposes, as approved
by our management from time to time, subject to such utilisation for general corporate purposes not exceeding 25% of the
Gross Proceeds, in compliance with the SEBI ICDR Regulations. The allocation or quantum of utilisation of funds towards
the specific purposes described above will be determined by our Board, based on our business requirements and other
relevant considerations, from time to time. Our management, in accordance with the policies of the Board, shall have the
flexibility in utilising surplus amounts, if any.
Such general corporate purposes may include, but are not restricted to strategic initiatives, funding growth opportunities,
including acquisitions and meeting exigencies, brand building, payment towards purchase of raw materials, payment of
lease expense, payment of commission and/or fees to consultants, employee related expenses, insurance, repairs and
maintenance and payments of taxes and duties, and any other purpose in the ordinary course of business as may be approved
by the Board or a duly appointed committee from time to time, subject to compliance with applicable laws.
Means of finance
The fund requirements set out in the aforesaid Objects are proposed to be met entirely from the Net Proceeds. Accordingly,
our Company confirms that there is no requirement to make firm arrangements of finance through verifiable means towards
at least 75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue and existing identifiable
accruals as required under the SEBI ICDR Regulations. In case of a shortfall in the Net Proceeds or any increase in the
actual utilization of funds earmarked for the Objects, our Company may explore a range of options including utilizing our
internal accruals and/ or seeking additional debt from existing and/ or other lenders.
Offer Related Expenses
The total expenses of the Offer are estimated to be approximately ₹ [●] million. The expenses of this Offer include, among
others, listing fees, underwriting fees, selling commission, fees payable to the BRLMs, fees payable to legal counsels,
Registrar to the Offer, Bankers to the Offer, processing fee to the SCSBs for processing Bid cum Application Forms,
brokerage and selling commission payable to members of the Syndicate, Registered Brokers, Collecting RTAs and CDPs,
printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses
for listing the Equity Shares on the Stock Exchanges.
Except for (i) listing fees and expenses for any corporate advertisements consistent with past practice of our Company (not
including expenses relating to marketing and advertisements undertaken in connection with the Offer), which shall be
borne solely by our Company; and (ii) the applicable tax payable on transfer of Offered Shares which shall be borne by the
Promoter Selling Shareholder, the Promoter Selling Shareholder shall share the costs and expenses (including all applicable
taxes) directly attributable to the Offer (including fees and expenses of the BRLMs, legal counsel and other intermediaries,
advertising and marketing expenses, printing, underwriting commission, procurement commission (if any), brokerage and
selling commission and payment of fees and charges to various regulators in relation to the Offer) in proportion to the
number of Equity Shares issued and Allotted by our Company through the Fresh Issue and sold by the Promoter Selling
Shareholder through the Offer for Sale, in accordance with applicable law including Section 28(3) of the Companies Act.
2013. Our Company shall advance the cost and expenses of the Offer and our Company will be reimbursed, by the Promoter
Selling Shareholder for its proportion of such costs and expenses. Such payments, expenses and taxes, to be borne by the
Promoter Selling Shareholder will be deducted from the proceeds from the sale of Offered Shares, in accordance with
applicable law. Further, in the event the Offer is withdrawn or the requisite approvals required for the Offer are not received,
the Company and the Promoter Selling Shareholder shall, in accordance with the manner stated above, share the costs and
expenses (including all applicable taxes) directly attributable to the Offer, in proportion to the extent of the amount
proposed to be raised by the Company through the Fresh Issue and the amount corresponding to the extent of participation
of the Promoter Selling Shareholder in the Offer for Sale.
The estimated Offer expenses are as follows:
138Activity Estimated amount(1) As a % of total estimaAtse da % of Offer Size
(in ₹ million) Offer Expenses(1)
Fees payable to the BRLMs (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
Commission/processing fee for SCSBs and Bankers to the Offer [●] [●] [●]
and fee payable to the Sponsor Banks for Bids made by RIBs
using UPI(2)
Brokerage and selling commission and bidding charges for [●] [●] [●]
Members of the Syndicate, Registered Brokers, RTAs and
CDPs(3)(4)
Fees payable to the Registrar to the Offer [●] [●] [●]
Fees payable to others(5) [●] [●] [●]
Others
- LListing fees, SEBI filing fees, upload fees, BSE and NSE [●] [●] [●]
processing fees, book building software fees and other regulatory
expenses
- Printing and stationery [●] [●] [●]
- Advertising and marketing expenses for the Offer [●] [●] [●]
- Fee payable to legal counsels [●] [●] [●]
- Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
(1) Amounts will be finalised on determination of Offer Price
(2) Selling commission payable to SCSBs, on the portion for Retail Individual Investors and Non-Institutional Investors which are directly procured
and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. 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.
(3) No processing fees shall be payable by our Company and the Promoter Selling Shareholder to the SCSBs on the applications directly procured by
them. Processing fees payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors (excluding UPI Bids)
which are procured by the Members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking, would be
as follows:
Portion for Retail Individual Bidders and Non-Institutional Bidders ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
(4) Selling commission on the portion for Retail Individual Bidders and Non-Institutional Bidders which are procured by Members of the Syndicate
(including their sub-Syndicate Members), RTAs, Registered Brokers and CDPs or for using 3-in-1 type accounts- linked online trading, demat &
bank account provided by some of the Registered Brokers which are Members of the 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.
Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made by
RIBs using 3-in-1 accounts and Non-Institutional Bidders which are procured by them and submitted to SCSB for blocking or using 3-in-1 accounts,
would be as follows: ₹ [●] plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and
CDPs.
Selling commission/ uploading charges payable to the Registered Brokers on the portion for UPI Bidders procured through UPI Mechanism and
Non-Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ [●] per valid application (plus applicable taxes)
* Based on valid applications
Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs (uploading charges) ₹ [●] per valid application
Sponsor Banks (Processing fee) ₹ [●] per valid application (plus applicable taxes)
The Sponsor Banks shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required
in connection with the performance of its duties under applicable SEBI
circulars, agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and the Cash Escrow
and Sponsor Banks Agreement.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format as prescribed by SEBI, from time to time and
in accordance with SEBI ICDR Master Circular.
(5) This includes fees payable to our Statutory Auditor, practicing company secretary and the Independent Chartered Accountant appointed for
providing confirmations and certificates for the purpose of the Offer, F&S for preparing the industry report commissioned by our Company, the
virtual data room provider in connection with due diligence for the Offer, etc.
Interim Use of Net Proceeds
Our Company, in accordance with the applicable law, policies established by our Board from time to time and in order to
attain the Objects set out above, will have flexibility to deploy the Net Proceeds. Pending utilisation for the purposes
139described above, we undertake to temporarily invest the funds from the Net Proceeds in deposits with one or more
scheduled commercial banks included in the Second Schedule of Reserve Bank of India Act, 1934, for the necessary
duration, wherein no lien of any nature shall be created on the funds. Such investments will be approved by the Board of
Directors from time to time. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it
shall not use the Net Proceeds for buying, trading or otherwise dealing in equity shares of any other listed company or for
any investment in the equity markets.
Appraising Entity
None of the Objects for which the Net Proceeds will be utilised have been appraised by any agency, including any bank or
finance institutions.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Prospectus, which
are proposed to be repaid from the Net Proceeds.
Monitoring of utilisation of funds
Our Company has appointed [●] as the Monitoring Agency to monitor the utilization of the Gross Proceeds, in accordance
with Regulation 41(1) of the SEBI ICDR Regulations. Our Company undertakes to provide details/ information/
certifications obtained from statutory auditors on the utilisation of the Net Proceeds to the Monitoring Agency, as required
under the Applicable Laws. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before
the Audit Committee without any delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim
use under a separate head in its balance sheet for such Fiscals, 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.
Our Company will also, in its balance sheet for the applicable financial years, provide details, if any, in relation to all such
Gross Proceeds that have not been utilised, if any. Further, our Company, on a quarterly basis, shall include the deployment
of Net Proceeds under various heads, as applicable, in the notes to our quarterly consolidated results.
Pursuant to the Regulation 32(3) and Part C of Schedule II, 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
review the report submitted by the Monitoring Agency and 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 Updated Draft Red Herring Prospectus – I and place it before the Audit Committee. Such disclosure shall be
made only till such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the
Statutory Auditor of our Company. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations,
our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement including deviations, if any, in the
utilization of the Gross Proceeds of the Offer from the Objects as stated above. The information will also be published in
newspapers simultaneously with the interim or annual financial results and explanation for such variation (if any) will be
included in our Director’s report, after placing the same before the Audit Committee.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act 2013 and applicable rules and regulations, including
Regulation 59 and Schedule XX of the SEBI ICDR Regulations, our Company shall not vary the Objects unless our
Company is authorised to do so by way of a special resolution passed in a general meeting of its Shareholders or through
postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution, shall
specify the prescribed details as required under the Companies Act, 2013 and be published in accordance with the
Companies Act, 2013. The postal ballot notice shall, simultaneously be published in newspapers, one in English, one in
Hindi and one in Kannada, the regional language of the jurisdiction where our Registered Office is located. The Promoters
or controlling Shareholders will be required to provide an exit opportunity to the Shareholders who do not agree to such
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 provisions
of Regulation 59 and Schedule XX of the SEBI Regulations.
Other Confirmations
No part of the Net Proceeds will be utilised by our Company as consideration to our Promoters, members of the Promoter
Group, Directors, Group Companies, Key Managerial Personnel or Senior Management, except in the ordinary course of
business. Our Company has not entered into or is not planning to enter into any arrangements/ agreements with our
Promoters, members of the Promoter Group, Directors, Group Companies, Key Managerial Personnel or Senior
Management in relation to the utilisation of the Net Proceeds of the Offer. Further, except in the ordinary course of business,
140there is no existing or anticipated transaction with Promoters, members of the Promoter Group, Directors, Key Managerial
Personnel, Senior Management or our Group Companies in relation to the utilisation of the Net Proceeds.
141BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company, in consultation with the BRLMs, and in accordance with
applicable law, on the basis of assessment of market demand for the Equity Shares offered 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 ₹ 2 each and
the Offer Price is [●] times the Floor Price and [●] times the Cap Price. The Floor Price is [●] times the face value and the Cap
Price is [●] times the face value. Investors should also refer to “Risk Factors”, “Summary Financial Information”, “Our
Business”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 33, 82, 265, 354 and 427, respectively, to have an informed view before making an investment
decision.
Qualitative factors
Some of the qualitative factors and our strengths, which form the basis for computing the Offer Price, are as follows:
• We are one of the leading manufacturers of payment cards in India, and among the largest manufacturers of payment
cards globally.
• We have long-standing relationships with marquee customers.
• We have expansive product portfolio, powered by innovation, offering comprehensive solutions.
• We have technology-driven facilities and operations, with a focus on security compliance.
• We have experienced management team with committed employee base, backed by the Manipal Group.
For further details, see “Our Business – Strengths” on page 268.
Quantitative factors
Some of the information presented below relating to our Company is derived from the Restated Financial Information. For
details, see “Restated Financial Information” and “Other Financial Information” on pages 354 and 424, respectively.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
I. Basic and diluted earnings per Equity Share (“EPS”)
Fiscal/ period ended Basic EPS#$ (₹) Diluted EPS#$ (₹) Weights
Fiscal 2025 13.65 13.41 3
Fiscal 2024 12.05 12.03 2
Fiscal 2023 5.69 5.69 1
Weighted Average (for the above three Fiscals) 11.79 11.66 -
Three-month period ended June 30, 2025* 1.60 1.57 -
* Not annualized.
# Pursuant to our Board resolution dated May 13, 2024 and Shareholders’ resolution dated May 15, 2024, the equity shares of our Company
of face value of ₹ 10 was sub-divided into 5 Equity Shares of face value of ₹ 2 each. Accordingly, the authorised share capital of ₹ 500,000,000
comprising 50,000,000 equity shares of ₹ 10 each were sub-divided into ₹ 500,000,000 comprising 250,000,000 Equity Shares of ₹ 2 each
and the aggregate issued, subscribed and paid-up capital of our Company of ₹ 413,610,000 comprising 41,361,000 equity shares of face value
of ₹ 10 each were sub-divided into ₹ 413,610,000 comprising 206,805,000 Equity Shares of face value of ₹ 2 each.
$ Pursuant to the approval of our Board of Directors at its meeting held on May 28, 2025, 2,000 optionally convertible debentures were
converted into 15,560,000 Equity Shares.
Notes:
(1) Basic EPS (₹) = Profit for the period/ year, as restated, divided by weighted average number of equity shares outstanding during the period/
year.
(2) Diluted EPS (₹) = Profit for the period/ year, as restated, divided by weighted average number of equity shares and potential equity shares
outstanding during the period/ year.
(3) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year divided by
total of weights.
(4) Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance with the notified Indian
Accounting Standard 33 ‘Earnings per share’.
(5) The figures disclosed above are based on the Restated Financial Information of the Company.
(6) The face value of each Equity Share is ₹ 2 each
II. Price/ earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price
(number of times)* (number of times)*
Based on basic EPS for Fiscal 2025 as per the Restated [●] [●]
Financial Information
142Particulars P/E at the Floor Price P/E at the Cap Price
(number of times)* (number of times)*
Based on diluted EPS for Fiscal 2025 as per the Restated [●] [●]
Financial Information
* To be updated on finalisation of the Price Band.
III. Industry peer group P/E ratio
Particulars P/E ratio^
Highest N.A.
Lowest N.A.
Average N.A.
^ The company has only one industry peer as on the date of updated draft red herring prospectus-I (the “UDRHP-I”). Hence the highest,
lowest and average Industry P/E cannot be determined
IV. Return on Net Worth (“RoNW”)
As derived from the Restated Financial Information:
Fiscal/ period ended RoNW (%) Weights
Fiscal 2025 45.54 3
Fiscal 2024 61.51 2
Fiscal 2023 52.92 1
Weighted Average Return on Net Worth 52.09 -
Three-month period ended June 30, 2025* 3.87 -
* Not annualized.
Note:
1. Return on Net Worth (%) = Profit/ (Loss) for the period/ year, as restated/ Restated Net worth at the end of the year.
2. Net worth = Aggregate value of equity share capital, instruments entirely equity in nature, and other equity created out of the profits, securities
premium account, and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, derived
from the Restated Financial Information but does not include reserves created out of revaluation of assets and write- back of depreciation and
amalgamation.
3. Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight) for each year/ total of
weights.
4 The figures above are derived from the Restated Financial Information of our Company.
V. Net asset value (“NAV”) per Equity Share
As of NAV per Equity Share (₹)
As at June 30, 2025 39.12
As at March 31, 2025 29.68
After the completion of the Offer
- At the Floor Price [●]*
- At the Cap Price [●]*
Offer Price [●]*
* To be computed after finalization of price band and updated in the Prospectus prior to its filing with the RoC.
Notes:
(1) Net asset value per share (in ₹) is calculated as net worth as of the end of the relevant period/ year divided by the number of equity shares
outstanding at the end of the respective period/ year, plus the number of vested options under the ESOP Scheme at the end of the respective
period/ year.
(2) Net worth = Aggregate value of equity share capital, instruments entirely equity in nature, and other equity created out of the profits, securities
premium account, and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
derived from the Restated Financial Information but does not include reserves created out of revaluation of assets and write- back of
depreciation and amalgamation.
VI. Comparison of KPIs with listed industry peers
Name of Revenue Face Closing price Basic Diluted NAV as on P/E ratio as RoNW
Company from value (₹ as on October earnings earnings March 31, on October (%)
operations per 31, 2025 per share per share 2025 (per 31, 2025
for Fiscal equity for Fiscal for Fiscal equity share)
2025 (in ₹ share) 2025 (₹) 2025 (₹) (₹)
million)
Manipal 12,560.71 2 N.A. 13.65 13.41 29.68 N.A. 45.54
Payment and
Identity
Solutions
Limited^
Listed industry peer
Seshaasai 14,631.51 10 373.75 15.06 15.06 45.37 24.82# 33.20
Technologies
Limited@
143^ Financial information of our Company has been derived from the Restated Financial Information as at or for the financial year ended March
31, 2025.
@ Financial information for the listed industry peer, i.e., Seshaasai Technologies Limited, has been derived from its prospectus dated September
25, 2025.
# P/E ratio has been computed based on the closing market price of equity shares on NSE on October 31, 2025 divided by the Diluted EPS for
the year ended March 31, 2025.
VII. Key Performance Indicators (“KPIs”)
The table below sets forth the details of the KPIs that our Company considers have a bearing for arriving at the basis
for Offer Price. These KPIs have been used historically by our Company to understand and analyse the business
performance, which in result, help us in analysing the growth in comparison to our peers.
The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated November
10, 2025 and certified by the Chief Financial Officer on behalf of the management of our Company by way of
certificate dated November 10, 2025. Further, the members of our Audit Committee have verified the details of all
KPIs pertaining to our Company and confirmed that the KPIs pertaining to our Company that have been disclosed to
investors at any point of time during the three years prior to the date of filing of this Updated Draft Red Herring
Prospectus – I have been disclosed in this section. The details of KPIs mentioned below have been certified by Vasan
& Sampath LLP, pursuant to their certificate dated November 10, 2025 (the “KPI Certificate”). The KPI Certificate
has been included in “Material Contracts and Documents for Inspection – Material Documents” beginning on page
536. For details of other business and operating metrics disclosed elsewhere in this Updated Draft Red Herring
Prospectus – I, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” beginning on pages 265 and 427, respectively
We have also described and defined the KPIs, as applicable, in “Definitions and Abbreviations” beginning on page 1.
In addition to the above, the Audit Committee also noted that other than the below mentioned KPIs, there are certain
items/ metrics which have not been disclosed in this Updated Draft Red Herring Prospectus – I as the same are either
sensitive to the business and operations, not critical or relevant for analysis of our financial and operational
performance or such items do not convey any meaningful information to determine performance of our Company.
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 Directors of our Company), until the later of
(a) one year after the date of listing of the Equity Shares on the Stock Exchanges, or (b) complete utilisation of the
proceeds of the Offer as disclosed in “Objects of the Offer” on page 127, or for such other duration as may be required
under the SEBI ICDR Regulations.
Details of our KPIs as of and for the three-month period ended June 30, 2025 and Fiscals ended March 31,
2025, March 31, 2024 and March 31, 2023
Key Unit of Classification As of and or for As of and or for the Fiscal ended#
Performance measuremen (GAAP/ Non- the three-month March 31, 2025 March 31, 2024 March 31,
Indicators t GAAP/ period ended 2023
Operational June 30, 2025#
measure)
Revenue from ₹ in million GAAP measure 2,835.19 12,560.71 12,475.22 9,021.74
operations(1)
Revenue Growth % Non-GAAP NA@ 0.69 38.28 NA@
(YoY)(2) measure
EBITDA(3) ₹ in million Non-GAAP 953.34 4,087.66 3,555.72 1,787.20
measure
EBITDA % Non-GAAP 32.57 32.01 28.04 19.42
Margin(4) measure
Profit after Tax(5) ₹ in million GAAP Measure 339.26 2,822.14 2,491.65 1,176.72
Profit after tax % Non-GAAP 11.59 22.10 19.65 12.78
Margin(6) measure
Return on % Non-GAAP 4.53 55.08 79.42 60.41
Equity(7) measure
Return on Capital % Non-GAAP 7.55 33.97 51.95 49.30
Employed(8) measure
Fixed Asset Times Non-GAAP 1.33 7.27 9.78 7.10
Turnover Ratio(9) measure
Revenue from ₹ in million Non-GAAP 109.52 544.29 176.20 95.15
Export Sales(10) measure
Revenue from ₹ in million Non-GAAP 2,725.67 12,016.42 12,299.02 8,926.59
Domestic Sales(11) measure
144Key Unit of Classification As of and or for As of and or for the Fiscal ended#
Performance measuremen (GAAP/ Non- the three-month March 31, 2025 March 31, 2024 March 31,
Indicators t GAAP/ period ended 2023
Operational June 30, 2025#
measure)
Volume of Number in Operational 17.37 86.15 92.00 82.08
banking cards(12) million measure&
Number of Number Operational 14 14 12 9
personalization measure&
bureau(13)
Net Working Number of Non-GAAP 66.35^ 45.55 41.71 66.09
Capital Days(14) days measure
# As certified by Vasan & Sampath LLP, pursuant to their certificate dated November 10, 2025.
@ The revenue growth as of and for Fiscal 2023 and the three-month period ended June 30, 2025 has not been disclosed since the relevant
details in relation to revenue for Fiscal 2022 and three-month period ended June 30, 2024 have not been included in this Updated Draft Red
Herring Prospectus – I.
& Neither a GAAP measure, nor a non-GAAP measure.
Notes:
(1) Revenue from operations means the revenue from operations for the year/ period.
(2) Revenue growth has been derived using the formula: (revenue from operations for the current fiscal year/ revenue from operations for the
previous fiscal year)-1.
(3) EBITDA is calculated as profit/ (loss) for the period/ year plus total tax expenses plus finance costs plus depreciation and amortization
expense minus exceptional items.
(4) EBITDA Margin is calculated as EBITDA divided by total income.
(5) Profit after tax is calculated as profit/ (loss) for the period/ year.
(6) Profit after tax Margin is calculated as profit/ (loss) for the period/ year divided by total income.
(7) Return on Equity is calculated as profit/ (loss) for the period/ year divided by average equity, while average equity is calculated as (opening
total equity plus closing total equity excluding amalgamation adjustment deficit account) divided by 2 and total equity is calculated as paid-
up equity share capital plus other equity.
(8) Return on Capital Employed is calculated as EBIT divided by average capital employed, EBIT is calculated profit/ (loss) for the period/ year
plus finance costs plus tax expense minus exceptional items, while average capital employed is calculated as (opening capital employed plus
closing capital employed) divided by 2 and capital employed is calculated as total equity (excluding amalgamation adjustment deficit
account) plus borrowings plus lease liabilities.
(9) Fixed Asset Turnover Ratio is calculated as revenue from operations/ average net carrying amount of property, plant and equipment and
right-of-use assets while average net carrying amount of property, plant and equipment and right-of-use assets is calculated as (opening net
carrying amount of property, plant and equipment and right-of-use assets plus closing net carrying amount of property, plant and equipment
and right-of-use assets) divided by 2.
(10) Revenue from Export Sales means revenue from export sales for the period/ year.
(11) Revenue from Domestic Sales means revenue from domestic sales for the period/ year.
(12) Volume of banking cards refers to chip-based payment cards billed to banks, fintechs and other customers.
(13) Personalisation bureaus include personalisation bureaus for cards, driving license/ registration certificate projects and cheques separately.
(14) Net Working Capital Days is calculated as inventory days plus trade receivable days minus trade payable days while inventory days is
calculated as (inventories divided by revenue from operations) multiplied by 365. Trade receivables days is calculated as (trade receivables
divided by revenue from operations) multiplied by 365 and trade payables days is calculated as (trade payables divided by revenue from
operations) multiplied by 365.
^ For the three-month period ended June 30, 2025, number of days has been considered as 91.
The above details have been certified by Vasan & Sampath LLP pursuant to their KPI certificate, which has been
included in “Material Contracts and Documents for Inspection – Material Documents” beginning on page 536.
The list of our KPIs, along with brief explanation of their relevance for our business operations, are set forth below:
Key Performance Indicators Explanation for the KPIs
Revenue from operations Revenue from operations is used by the management to track the revenue profile of our business
and in turn helps assess the overall financial performance of the Company and size of the
business.
Revenue growth Revenue growth provides information regarding the growth of the business for the respective
period.
EBITDA EBITDA provides information regarding the operational profitability of the business. It
facilitates evaluation of the year-on-year performance of the business.
EBITDA Margin EBITDA Margin (%) is an indicator of the operational profitability of company’s business and
assists in tracking the margin profile of the business and the historical performance and provides
financial benchmarking against peers.
Profit after tax PAT represents the profit/ loss that the company makes for the financial year or during a given
period. It provides information regarding the overall profitability of the company’s business.
Profit after tax Margin PAT Margin is an indicator of the overall profitability of the company’s business and provides
financial benchmarking against peers as well as to compare against the historical performance
of company’s business.
Return on Equity Return on Equity represents how efficiently a company generate profits from the shareholders’
funds.
Return on Capital Employed Return on Capital Employed represents how efficiently a company generate earnings before
interest & tax from the capital employed.
Fixed Asset Turnover Ratio Fixed Asset Turnover ratio measures the company’s efficiency in generating revenue from its
investment in fixed assets, highlighting operational productivity.
145Key Performance Indicators Explanation for the KPIs
Revenue from Export Sale Revenue from Export Sales is used by the management to track the Export revenue profile of
our Company.
Revenue from Domestic Sale Revenue from Domestic Sales is used by the management to track the domestic revenue profile
of our Company.
Volume of banking cards Volume of banking cards refers to chip-based payment cards billed to banks, fintechs and other
customers.
Number of Personalization Personalisation Bureaus refers to a specialized division dedicated to tailoring products and
Bureau services to meet the unique needs and preferences of customers or specific market segments.
Net Working Capital Days Net Working Capital Days is a metric that shows how many days it takes for a company to
convert its working capital into sales revenue.
Description on the historic use of the KPIs 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 and operating performance. The presentation of these KPIs is not intended to be considered in
isolation or as a substitute for the Restated Financial Information. We use these KPIs to evaluate our financial and
operating 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. See “Risk Factors – Significant differences exist between Ind AS used to prepare
our financial information and other accounting principles, such as U.S. GAAP and IFRS, which investors may be
more familiar with and may consider material to their assessment of our financial condition.” on page 64.
Comparison of our KPIs with our industry peer
The following table provides a comparison of our KPIs with those of our peer company as at and for the Fiscals ended
March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars Unit of Classification Our Company Seshaasai Technologies Limited#
measurement (GAAP/ Non- As at and for the Fiscal ended As at and for the Fiscal ended
GAAP/ March 31, March 31, March 31, March March March 31,
Operational 2025 2024 2023 31, 2025 31, 2024 2023
measure)
Revenue from ₹ in million GAAP measure 12,560.71 12,475.22 9,021.74 14,631.5 15,582.5 11,462.99
operations(1) 1 6
Revenue growth % Non-GAAP 0.69 38.28 NA$ (6.10) 35.94 70.44
(YoY)(2) measure
EBITDA(3) ₹ in million Non-GAAP 4,087.66 3,555.72 1,787.20 3,703.65 3,030.10 2,074.27
measure
EBITDA % Non-GAAP 32.01 28.04 19.42 25.13 19.30 17.98
Margin(4) measure
Profit after tax(5) ₹ in million GAAP measure 2,822.14 2,491.65 1,176.72 2,223.20 1,692.78 1,080.98
Profit after tax % Non-GAAP 22.10 19.65 12.78 15.09 10.78 9.37
Margin(6) measure
Return on % Non-GAAP 55.08 79.42 60.41 34.84 39.00 37.26
Equity(7) measure
Return on Capital % Non-GAAP 33.97 51.95 49.30 31.87 33.47 28.65
Employed(8) measure
Fixed Asset Times Non-GAAP 7.27 9.78 7.10 N.A.* N.A.* N.A.*
Turnover Ratio measure
Revenue from ₹ in million Non-GAAP 544.29 176.20 95.15 N.A.* N.A.* N.A.*
Export Sale measure
Revenue from ₹ in million Non-GAAP 12,016.42 12,299.02 8,926.59 N.A.* N.A.* N.A.*
Domestic Sale measure
146Particulars Unit of Classification Our Company Seshaasai Technologies Limited#
measurement (GAAP/ Non- As at and for the Fiscal ended As at and for the Fiscal ended
GAAP/ March 31, March 31, March 31, March March March 31,
Operational 2025 2024 2023 31, 2025 31, 2024 2023
measure)
Volume of Number in Operational 86.15 92.00 82.08 N.A.* N.A.* N.A.*
banking cards million measure&
Number of Number Operational 14 12 9 N.A.* N.A.* N.A.*
Personalization measure&
Bureau
Net Working Number of Non-GAAP 45.55 41.71 66.09 95 62 74
Capital Days(9)(10) days measure
$ The revenue growth as of and for Fiscal 2023 has not been disclosed since the relevant details in relation to revenue for Fiscal 2022 have not
been included in this Updated Draft Red Herring Prospectus – I.
& Neither a GAAP measure, nor a non-GAAP measure.
* This information has not been provided in the key performance indicators disclosed in the prospectus dated September 25, 2025 filed by
Seshaasai Technologies Limited.
# Financial information for the listed industry peer, i.e., Seshaasai Technologies Limited has been mentioned on a consolidated basis and is
sourced from the annual reports/ annual results, as available for the financial year ended March 31, 2025 and submitted to the stock
exchanges. Formulae used for its key performance indicators are as below:
(1) Revenue from operations means the revenue from operations for the year.
(2) Revenue growth has been derived using the formula: (revenue from operations for the current fiscal year/ revenue from operations for the
previous fiscal year)-1
(3) EBITDA = Restated profit before exceptional items and tax +finance cost + depreciation and amortization
(4) EBITDA margin = EBITDA/ total income
(5) PAT = Restated profit/ (loss) for the period/ year
(6) PAT Margin = PAT/ total income
(7) Return on Equity (RoE) = Restated profit/(loss) for the period/ year divided by total equity
(8) Return on capital employed (ROCE) is calculated as profit before interest and taxes divided by total capital employed. Total capital employed
is total equity plus borrowing plus lease liabilities plus deferred tax liability (net)
(9) Net working capital = inventories + trade receivables + other financial assets + other current assets + earmarked balances with bank –
trade payables – lease liabilities – other financial liabilities – provisions - current tax liabilities (net) – other current liabilities
(10) Net working capital days (R/off) = (Net working capital/ revenue from operations)*365
Comparison of KPIs based on material additions or dispositions to our business
Our Company acquired the smart tagging and internet of things solutions, along with holograms, coated products, and
other security printed products business of MTL (the “Target”), one of our Promoters and the Promoter Selling
Shareholder, pursuant to a slump sale agreement dated April 1, 2025, which was material to our Company. For further
details, see “History and Certain Corporate Matters – Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years – The business
transfer agreement dated April 1, 2025, entered between, one of our Promoters, Manipal Technologies Limited
(“MTL” or the “Seller”) and our Company (the “Revenue Assurance BTA”)” on page 312.
VIII. Price per share of our Company (as adjusted for corporate actions, including split) based on primary issuances
of Equity Shares or convertible securities (excluding Equity Shares issued under employee stock option schemes
and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this
Updated Draft Red Herring Prospectus – I, 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-Offer capital before such transaction(s) and
excluding ESOPs granted but not vested) in a single transaction or multiple transactions combined together
over a span of rolling 30 days (“Primary Issuances”)
Except as disclosed below, there has been no primary issuances of Equity Shares or convertible securities (excluding
Equity Shares issued under employee stock option schemes and issuance of Equity Shares pursuant to a bonus issue)
during the 18 months preceding the date of this Updated Draft Red Herring Prospectus – I, where such issuance is
equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated on the pre-Offer capital
before such transaction and excluding employee stock options granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days:
Date of the Name of the Number of Percentage of fully diluted capital of Price per Total cost (in
allotment allottee Equity our Company (calculated based on the Equity ₹)
Shares(1) pre-Offer capital before such Share(1) (in
transaction) (%) ₹)
May 28, 2025 Touchstone Trust 15,560,000 7.45 128.53 2,000,000,000
Scheme IV
Note:
(1) Allotment of Equity Shares were made pursuant to conversion of 2,000 secured, unlisted, unrated, redeemable, optionally convertible
debentures of ₹ 1,000,000 each, which were originally allotted on March 28, 2024. The amount was received at the time of allotment of 2,000
secured, unlisted, unrated, redeemable, optionally convertible debentures of ₹ 1,000,000 each.
147IX. Price per share of our Company (as adjusted for corporate actions, including split) based on secondary sale or
acquisition of equity shares or convertible securities (excluding gifts) involving our Promoters, members of the
Promoter Group, or other Shareholders having the right to nominate Director(s) on our Board during the 18
months preceding the date of filing of this Updated Draft Red Herring Prospectus – I, 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-Offer capital before such transaction/s and excluding ESOPs granted but not vested), in a single
transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary
Transactions”)
There has been no secondary sale/ acquisition of equity shares or convertible securities by our Promoters, the members
of our Promoter Group (excluding gifts) or Shareholders having the right to nominate directors on our Board, where
either acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company
(calculated on the pre-Offer capital before such transaction and excluding employee stock options granted but not
vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days during 18
months preceding the date of filing of this Updated Draft Red Herring Prospectus – I.
X. Weighted average cost of acquisition, Floor Price and Cap Price
The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition at which the Equity
Shares were issued by our Company, or acquired or sold by the Promoter Selling Shareholder or Shareholders with
the right to nominate directors on our Board are disclosed below:
Types of transactions Weighted average At Floor Price (i.e., ₹ At Cap Price (i.e., ₹
cost of acquisition (₹ [●])^ [●])^
per Equity Share)*
A. Weighted average cost of acquisition for 128.53@ [●] times [●] times
Primary Issuances
B. Weighted average cost of acquisition for N.A. N.A. N.A.
Secondary Transactions
* As certified by our Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
^ To be updated upon finalization of the Price Band and prior to the filing of the Prospectus with the RoC.
@ Allotment of Equity Shares were made pursuant to conversion of 2,000 secured, unlisted, unrated, redeemable, optionally convertible
debentures of ₹ 1,000,000 each. The amount was received at the time of allotment of 2,000 secured, unlisted, unrated, redeemable, optionally
convertible debentures of ₹ 1,000,000 each.
XI. The Offer Price is [●] times the face value of the Equity Shares
The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs, on the basis of the
demand from investors for the Equity Shares through the Book Building Process. Our Company, in consultation with
the BRLMs, are justified of the Offer Price in view of the above qualitative and quantitative parameters
XII. 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 KPIs as at and for the three-month period ended June 30, 2025 and for the Fiscals ended March
31, 2025, March 31, 2024 and March 31, 2023
[•]*
* To be included on finalisation of Price Band
XIII. Explanation for Offer Price/ Cap Price being [•] times of weighted average cost of acquisition of primary
issuances/ secondary transactions 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
148STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
Date: November 3, 2025
The Board of Directors
Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
Udayavani Building
Press Corner
Udupi, Manipal 576 104
Karnataka, India
Subject: Statement of possible special tax benefits ("the Statement") available to Manipal Payment and Identity
Solutions Limited (Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private
Limited") ("the Company") and its shareholders prepared in accordance with the requirement under Schedule VI —
Part A - Clause (9) (L) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 ("the ICDR Regulations")
We Manian & Rao, Chartered Accountants, hereby confirm that the enclosed Annexure A, prepared by the management of the
Company, provides the current position of 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 Income Tax Act, 1961 (the “Act”), the Central Goods
and Services Tax Act, 2017/ the Integrated Goods and Services Act, 2017, the Union Territory Goods and Services Act, 2017,
respective State Goods and Services Act, 2017, Customs Act, 1962 and Customs Tariff Act, 1975, Foreign Trade Policy 2023
each as amended including the amendments made by the Finance Bill, 2025, applicable for the Financial Year 2025-26
(collectively, the “Tax Laws”) including the rules, regulations, circulars and notifications issued in connection with the Tax
Laws presently in force for inclusion in the updated draft red herring prospectus I (the “UDRHP I”), the updated draft red
herring prospectus II (the “UDRHP II”), the red herring prospectus (the “RHP”) and the prospectus (the “Prospectus”)
(collectively referred to (“Offer Documents”) as for the proposed initial public offering of equity shares of the company
(“Proposed IPO”).
Several of these benefits are dependent on the Company and its shareholders as the case may be, fulfilling the conditions
prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company and/ or its shareholders to derive
the special tax benefits is dependent upon fulfilling such conditions.
The contents stated in the Annexure A are based on the information and explanations obtained from the Company. 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 their own tax consultant with respect to the specific tax implications arising out of their participation in
the Proposed IPO 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. We are neither suggesting nor are we advising
the investors to invest or not to invest based on this statement.
We conducted our examination of the statement in accordance with the Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India (the “Guidance Note”). The Guidance Note
requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of
India.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for
Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
We do not express any opinion or provide any assurance whether:
• The Company and its shareholders will continue to obtain these special tax benefits in future; and
• The conditions prescribed for availing the benefits have been/would be met.
• The revenue authorities/ courts will concur with the views expressed therein.
The Contents of the enclosed statements are based on the information, explanations and representations obtained from the
Company and on the basis of their understanding of the business activities and operations of the Company.
The report has been issued at the request of the Company for the purpose of inclusion in the offer document in connections with
its Proposed IPO and should not be used by anyone else or for any other purpose.
149Yours Sincerely,
For and on behalf of Manian & Rao, Chartered Accountants
ICAI Firm Registration Number: 001983S
Paresh Daga
Partner
Membership Number: 211468
Place: Bangalore
UDIN: 25211468BMLAPT2502
150STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO MANIPAL PAYMENT AND
IDENTITY SOLUTIONS LIMITED (PREVIOUSLY KNOWN AS “MCT CARDS & TECHNOLOGY LIMITED”,
“MCT CARDS & TECHNOLOGY PRIVATE LIMITED”) ("THE COMPANY") AND ITS SHAREHOLDERS
The information provided below sets out the possible special tax benefits available to Manipal Payment and Identity
Solutions Limited (Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private
Limited") (“Company”) and its shareholders 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 Income-tax Act,
1961 as amended by the Finance Act 2025 (as applicable to the assessment year 2026-27 relevant to the financial year 2025-
26) read with Income Tax Rules, 1962, circulars, notifications, the Central Goods and Services Tax Act, 2017, the Integrated
Goods and Services Tax Act, 2017, the State Goods and Services Tax Act as passed by respective State Governments from
where the Company and its shareholders operate and applicable to the Company and its shareholders, Customs Act 1962 and
Foreign Trade Policy 2023 (as extended) including the rules, regulations, circulars and notifications issued there under
(collectively referred as “Taxation Laws”) presently in force in India.
I) Possible Special Direct tax benefits available to the Company under the Income tax Act, 1961
The Statement of possible special direct tax benefits enumerated below is as per the Income Tax Act 1961 (“ITA”) as amended
from time to time and as applicable for Financial Year (“FY”) 2025-26 relevant to Assessment Year (“AY”) 2026-27 as per
provisions of Finance Act 2025 (notified on March 29, 2025).
1. Lower corporate tax rate under section 115BAA of the IT Act:
Section 115BAA inserted w.e.f. 1 April 2020 (i.e. AY 2020-21), provides an option to a domestic company to pay corporate
tax at a reduced rate of 22% (plus applicable surcharge and education cess1).
1. Surcharge at 10% on the tax liability and further, enhanced by an education cess at 4% of the total tax liability and surcharge.
In case the Company opts for the concessional income tax rate as prescribed under Section 115BAA of the ITA, it will not be
allowed to claim any of the following deductions/ exemptions:
- Deduction under the provisions of Section 10AA (deduction for units in Special Economic Zone);
- Deduction under clause (ilia) 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, agricultural 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;
- 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.
The provisions of Section 115JB regarding Minimum Alternate Tax (“MAT”) are not applicable if the Company opts for the
concessional income tax rate as prescribed under Section 115BAA of the ITA. Consequently, the Company will not be entitled
to claim tax credit relating to MAT, if available from the year of adoption of such beneficial tax rate.
2. Deduction in respect of employment of new employees under Section 80JJAA of the ITA
As per Section 80JJAA of the ITA, an assessee is subject to tax audit under Section 44AB of the ITA, is entitled to claim a
deduction of an amount equal to thirty per cent of additional employee cost incurred in the course of business in the previous year,
for three assessment years including the assessment year relevant to the previous year in which such employment is provided,
subject to the fulfilment of prescribed conditions therein.
The deduction under Section 80JJAA is available even if the Company opts for concessional tax rate under Section 115BAA of
the ITA.
3. Deduction in respect of certain inter-corporate dividends under Section 80M of the ITA
151As per Section 80M of the ITA, where domestic companies have declared dividend and are also in receipt of the dividend from
another domestic company or a foreign company or a business trust, deduction is allowed with respect to the dividend received
as long as the same is distributed as dividend one month prior to the due date of furnishing the return of income under sub-
section (1) of Section 139 of the ITA.
The deduction under Section 80M is available even if domestic company opts for concessional tax rate under Section 115BAA of
the ITA.
4. Double Taxation Avoidance Agreement benefit
In respect of income received from foreign sources by the Company, the tax rates and the consequent taxation shall be further
subject to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the
country from which the source of income arises and on fulfillment of other conditions to avail the treaty benefit.
II) Possible Special Direct tax benefits available to the Shareholders of the Company
There is no possible special direct tax benefit available to the shareholders of Company for investing in the shares of the
Company. However, such shareholders shall be liable to concessional tax rates on certain incomes under the extant provisions
of the ITA. Further, it may be noted that these are general tax benefits available to equity shareholders, other shareholders
holding any other type of instrument are not covered below.
a. Dividend Income
Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in case of
shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, whether
incorporated or not and every artificial juridical person, maximum rate of surcharge would be restricted to 15%, irrespective
of the amount of dividend. Further in case shareholder is a domestic company, deduction under Section 80M of the ITA
would be available on fulfilling the conditions as mentioned above. Further, if the shareholder is a tax resident of foreign
country with which India has a Double taxation Avoidance Agreement (‘DTAA’), it may claim benefit of applicable rate
as stated in the DTAA, if more beneficial over rate in ITA.
b. Tax on Capital gains on sale of listed equity shares in an Indian company
Following is the taxation on transfer of shares on or after July 23, 2024:
a. As per Section 112A of the IT Act, long-term capital gains arising from transfer of equity shares, or a unit of an equity-
oriented fund or a unit of a business trust shall be taxed at 12.5% (without indexation) of such capital gains subject to
payment of securities transaction tax on acquisition and transfer of equity shares and on the transfer of unit of an
equity-oriented fund or a unit of a business trust under Chapter VII of Finance (No.2) Act read with Notification No.
60/201 8/F. No.37014219 /2017-TPL dated 1 October 2018. However, no tax under the said section shall be levied
where such capital gains does not exceed INR 1,25,000 in a financial year.
b. As per Section 111A of the IT Act, short term capital gains arising from transfer of an equity share, or a unit of an
equity-oriented fund or a unit of a business trust shall be taxed at 20% plus applicable surcharge and cess subject to
fulfilment of prescribed conditions under the Act.
c. Double Taxation Avoidance Agreement benefit
In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the
non-resident has fiscal domicile and fulfillment of other conditions to avail the treaty benefit.
III) Possible Special Indirect Tax Benefits Available to the Company
The statement of possible special indirect tax benefits enumerated below is as per the Central Goods and Services Tax Act,
2017 (CGST Act) / the Integrated Goods and Services Tax Act, 2017 (IGST Act)/ the Union Territory Goods and Service
Tax Act, 2017 (UTGST Act) / respective State Goods and Service Tax Act, 2017 (SGST Act) (“all the acts collectively
referred as GST Act”), the Customs Act, 1962 (“Customs Act”), the Customs Tariff Act, 1975 (“Tariff Act”) and Foreign
Trade Policy 2023 (FTP) including the rules, regulations, circulars and notifications issued thereunder (collectively
referred to as “Indirect Tax laws”) as amended from time to time and presently in force in India.
A) Benefits under The Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy
2023)
Remission of Duties and Taxes on Exported Products Scheme (RoDTEP):
152The objective of RoDTEP scheme is to refund various duties and taxes incurred on the export of goods. Under the
scheme, rebate of taxes will be given in the form of electronic scrip which could be utilised for payment of Basic
Customs Duty.
Export Promotion Capital Goods (EPCG):
EPCG Scheme is being introduced by Government to facilitate duty free import of capital goods to be used for
producing goods thereby enhancing India’s manufacturing and export competitiveness. EPCG Scheme facilitates
import of capital goods at zero customs duty subject to fulfilling an export obligation equivalent to 6 times of duties,
taxes and cess saved on capital goods, to be fulfilled in 6 years from date of authorization. EPCG license holder is
exempted from payment of whole of Basic Customs Duty, Additional Customs Duty and Special Additional Duty of
Customs in lieu of Value Added Tax/ local taxes (non-GST goods), Integrated Goods and Services Tax and
Compensation Cess (GST goods), wherever applicable, subject to certain conditions.
B) Benefits under Customs Act (read with Tariff Act and related rules and regulations)
Benefits of Duty Drawback scheme under Section 75 of Customs Act
As per section 75 of the Customs Act, Central Government is empowered to allow duty drawback on export of goods,
where the imported materials are used in the manufacture of such exported goods. The main principle is that the
Government fixes a rate per unit of final article to be exported out of the country as the drawback amount payable
on such goods.
Duty Free Import Authorization (DFIA) Scheme
The Duty Exemption Schemes allows for the duty-free import of inputs necessary for export production. These
schemes encompass Advance Authorization Scheme and the Duty-Free Import Authorization (DFIA Scheme),
enabling exporters to import duty-free inputs for goods to be exported.
Benefits of Concessional custom duty pursuant to India’s Free Trade Agreements with various countries
Free Trade Agreements (“FTAs”) are treaties between two or more countries designed to reduce or eliminate certain
barriers to trade and investment and to facilitate stronger trade and commercial ties between participating countries.
FTAs help in economic growth as it provides advantages of reduced costs and duty savings on import and export of
products covered or eligible under FTA. Indian government has entered into various bilateral and multilateral trade
agreements with various countries.
C) Benefits under the Central Goods and Services Act, 2017 (CGST Act), respective State Goods and Services
Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 (IGST) (read with relevant Rules prescribed
thereunder)
Export of goods under the GST law
Under the GST regime, all supplies of goods and services which qualify as export of goods or services are zero-rated.
On account of zero rating of supplies, the supplier will be entitled to claim Input Tax Credit (ITC) in respect of input
and input services used for such supplies and can seek refund of accumulated/ unutilized ITC.
GST law inter-alia allows export of goods at zero rate on fulfilment of certain conditions. Exporters can export goods
under Bond / Letter of Undertaking (LUT) without payment of IGST and claim refund of accumulated ITC. There
is also an alternative available to export goods with payment of IGST and subsequently claim refund thereof, as per
the provisions of Section 54 of CGST Act. We understand that the Company is undertaking exports with payment of
tax and is availing refund of IGST paid at the time of export.
IV) Possible Special Indirect Tax benefits available to the equity shareholders of the Company
There are no possible special indirect tax benefits available to the Equity Shareholders of the Company under the Indirect
tax laws.
Note:
1. The above is as per the current Tax Laws.
2. The above statement of Possible Special Tax Benefits sets out the provisions of Tax Laws in a summary manner only and
is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership, and
disposal of equity shares of the Company.
1533. This statement of Possible Special Tax Benefits does not discuss any tax consequences in any country outside India of an
investment in the equity shares of the Company.
4. The possible special tax benefits are subject to conditions and eligibility criteria which need to be examined for tax
implications.
5. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any benefits
available under the relevant Double Taxation Avoidance Agreement ("DTAA"), if any, between India and the country in
which the non-resident has fiscal domicile.
6. The tax benefits discussed in this statement are not exhaustive and are 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 consequences of his/her investment in the shares of the Company.
7. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our views are based
on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.
8. The Company does not have a material Indian subsidiary in terms of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
9. This statement has been prepared solely in connection with the proposed issue under the Companies Act, 2013 and
Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulation, 2018 as
amended.
Yours Sincerely,
For and on behalf of
Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
Ramanath Pai
Chief Financial Officer
Date: November 3, 2025
Place: Manipal
154SECTION V: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Industry and market data used in this section has been derived from industry publications, in particular, the report titled
“Assessing the potential of global payments card market” dated October 30, 2025 (the “F&S Report”) prepared and issued
by Frost and Sullivan, pursuant to an engagement letter dated October 20, 2023 and addendum dated May 13, 2025. The F&S
Report has been exclusively commissioned and paid for by us in connection with the Offer. The data included herein includes
excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. A copy of the F&S Report
is available on the website of our Company at https://mpimanipal.com/investor-corner. Unless otherwise indicated, financial,
operational, industry and other related information derived from the F&S Report and included herein with respect to any
particular year refers to such information for the relevant calendar year. See “Risk Factors — Industry information included
in this Updated Draft Red Herring Prospectus – I has been derived from an industry report exclusively commissioned and
paid for by us in connection with the Offer.” on page 67. Also see, “Certain Conventions, Use of Financial Information and
Market Data and Currency of Presentation – Industry and market data” on page 17.
Favorable Macro Drivers driving business growth
- Robust economic growth: India is expected to maintain the highest growth rate among the largest world economies and
its GDP is expected to continue growing at > 6% per annum.
- Increasing working age population: Drives the issuance of credit and debit cards through higher disposable incomes, a
shift towards financial independence, urbanization, access to credit, targeted banking services and financial inclusion
initiatives. With India adding 12 million individuals to the working population each year, the share of the working-age
population is predicted to rise from 66.77 % in 2018 to 68.25% in 2024 and 68.94% by 2030.
- Rising middle class population: In the decade ahead, India's middle-class population will continue to grow, boosting
consumer demand and spending. By 2030, the upper and lower middle classes are estimated to account for 43.5% and
34.2% of the population, respectively.
- Rising income levels: India is expected to double its annual disposable income per capita from US$2,100 in 2019 to
US$4,300 in 2029. Rising income levels directly impact consumer spending patterns by increasing individuals' purchasing
power and disposable income.
- Rising middle class and increasing working age population drives the issuance of credit and debit cards through higher
disposable incomes, access to credit and targeted banking services.
Robust Cards Issuance Market in India
- The total cards issuance market (including debit, credit, prepaid and government / smart ID cards) in India was 265 million
units in Fiscal 2019 and is expected to reach 583 million units by Fiscal 2029 growing at a CAGR of 9.1% in the Fiscal
2024-2029 period. The corresponding market size for cards issuance market in Fiscal 2019 was ₹ 9,256 million and is
expected to grow to ₹ 65,223 million by Fiscal 2029 growing at a CAGR of 15% in the Fiscal 2024-2029 period driven
by higher realization of metal cards and strong issuance growth for credit cards
- Metal cards issuance to grow from 0.1 million cards in Fiscal 2020 to 10 million card in Fiscal 2029 growing at a CAGR
of 62.1% in the Fiscal 2024-2029 period. The corresponding market size to reach ₹ 19,884 million by Fiscal 2029 growing
at a CAGR of 50.9% in the Fiscal 2024-2029 period driven by high realization
- Credit cards issuance to grow from 19 million cards in Fiscal 2019 to 132 million cards in Fiscal 2029 growing at a CAGR
of 25.8% in the Fiscal 2024-2029 period. The corresponding market size to reach ₹ 22,437 million by Fiscal 2029 growing
at a CAGR of 34.1% in the Fiscal 2024-2029 period driven by rising penetration.
- Debit cards issuance to grow from 180 million cards in Fiscal 2019 to 339 million cards in Fiscal 2029 growing at a CAGR
of 5.1% in the Fiscal 2024-2029 period. The corresponding market size to reach ₹ 31,637 million by Fiscal 2029 growing
at a CAGR of 7.1% in the Fiscal 2024-2029 period driven by strong renewables on a relatively higher base. Further, factors
like favorable demographics and increasing working age population bodes well for new issuances.
- Prepaid Payment Cards (PPIs) issuance to grow from 61 million cards in Fiscal 2019 to 71 million cards in Fiscal 2029
growing at a CAGR of 8.8% in the Fiscal 2024-2029 period. The corresponding market size to reach ₹ 5,243 million by
Fiscal 2029 growing at a CAGR of 10.6% in the Fiscal 2024-2029 period
- Smart cards / government ID issuance to grow from 5 million cards in Fiscal 2019 to 41 million cards in Fiscal 2029
growing at a CAGR of 11.4% in the Fiscal 2024-2029 period. The corresponding market size to reach ₹ 5,907 millon by
Fiscal 2029 growing at a CAGR of 29.9% in the Fiscal 2024-2029
Outstanding Cards in India
- The total cards outstanding in the market (including debit, credit, prepaid and government / smart ID cards) in India
was 1,158 million units in Fiscal 2019 and is expected to reach 2,346 million units by Fiscal 2029 growing at a CAGR
of 9.1% in the Fiscal 2024-2029 period
- Credit cards in circulation / outstanding to grow from 47 million cards in Fiscal 2019 to 265 million cards in Fiscal
2029 growing at a CAGR of 21.1% in the Fiscal 2024-2029 period.
- Debit cards in circulation / outstanding to grow from 906 million cards in Fiscal 2019 to 1,206 million cards in Fiscal
2029 growing at a CAGR of 4.6% in the Fiscal 2024-2029 period.
- Prepaid Payment Cards (PPIs) in circulation / outstanding to grow from 186 million cards in Fiscal 2019 to 566 million
cards in Fiscal 2029 growing at a CAGR of 11% in the Fiscal 2024-2029 period.
155- Smart cards / government ID in circulation / outstanding to grow from 19 million cards in Fiscal 2019 to 309 million
cards in Fiscal 2029 growing at a CAGR of 22.5% in the Fiscal 2024-2029 period.
Under Penetrated Payments Card Market
- Payments card (debit cards and credit cards) per capita in India is significantly low at 1 (population aged 15+) as
compared to regions like USA, China and Europe which has penetration of 7.2, 8 and 2.3 respectively. Low payments
card penetration in India bodes well for payment cards manufacturers, as both credit and debit, is on the rise, buoyed
by government initiatives and financial inclusion.
Robust Banking Infrastructure
- Significant expansion of branch networks: The number of branches for public sector banks increased by about 80% in
the Fiscal 2005 – Fiscal 2023 period, while the same for private sector banks stood at 533%.
- The penetration of commercial banks increased from 8.89 (per 1,00,000 adults) in Fiscal 2005 to 14.6 in Fiscal 2019,
and 24.64 branches by Fiscal 2022.
- Corresponding growth in number CASA which increased from 1724 million in Fiscal 2019 to 2265 million accounts
by Fiscal 2023 growing at a CAGR of 7.1%.
- Robust increase in new savings accounts led by PM JanDhan accounts as manifested by its growing share in overall
number of savings accounts which increased steadily from 13% in Fiscal 2015 to 21% in Fiscal 2019 and 23% in
Fiscal 2023. Per latest data, only about 69% of the JanDhan accounts possess Rupay debit cards. A significant
proportion of JanDhan accounts do not have debit cards issued to them yet, which presents an opportunity for both
banks and card manufacturers.
- Bank credit, comprising loans and advances extended by banks to various sectors of the economy, has been growing
at a healthy pace in India, growing from US$1,599 billion in Fiscal 2017 to US$2,316 billion in Fiscal 2023. This
growth is driven by increasing demand for credit from sectors such as retail, housing, agriculture, MSMEs ("Micro,
Small & Medium Enterprises"), and infrastructure.
- Further, banks in India have been witnessing a decline in Non-Performing Assets (“NPAs”). The PSU banks witnessed
the NPAs decline from 15.5% in Fiscal 2018 to 5.2% in Fiscal 2023, while the same for private sector banks stood at
4% in Fiscal 2018 and 2.2% in Fiscal 2023.
Growth in Unsecured Personal Loans and Credit Card Receivables
- Unsecured personal loans grew at a CAGR of 20.9% during March 2017 and March 2023 driven by factors such as
demographic changes, the formalization of the economy, increased purchasing power, the prevalence of FinTech
companies and widespread availability of Internet and feature phones
- Credit card receivables, which have a share of 16% in the overall unsecured personal loans portfolio has been on an
uptrend and has increased from ₹ 0.57 trillion in August, 2017 to ₹ 2.57 trillion in March, 2024
Robust Growth in Cards based payments and higher ticket size for Debit Cards and Credit Cards
- Credit card transactions amounted to US$173 billion in value in Fiscal 2023, growing at a CAGR of 24% in the Fiscal
2019-23 period, driven by use in predominantly higher-value transactions. The average ticket size ("ATS") for credit
card transactions was ₹ 5,276, which is a slight increase from the ATS of 5,122 recorded in the first half of 2023.
- Debit cards witnessed a transaction value of US$88 billion in Fiscal 2023 up from US$73 billion in Fiscal 2019.
Although there is a competitive pressure from UPI, especially for smaller transactions, debit cards continue to be a
significant player with usage more pronounced in direct bank account debits and for users who are more comfortable
with the direct withdrawal of funds. Debit cards had ATS of ₹ 2,642 which is again a slight increase from the ATS of
2,303 recorded in the first half of 2023. The relatively higher ATS for debit cards, despite flat transaction volumes,
indicates that debit cards are being used for more significant purchases.
UPI continues to proliferate with low ticket transactions
- Replacing cash and has captured a vast range of primarily low ticket transactions
- Declining ATS indicating UPIs growing use of smaller everyday purchases
- Low Ticket Size of UPI is indicative of UPI's widespread use for smaller, everyday transactions, demonstrating its
deep penetration across various consumer segments.
- Although UPI was initially launched with no MDR to encourage adoption, NPCI is introducing MDR fees for certain
payments, affecting large merchants in the future.
Key Drivers of Growth for Debit & Credit Cards in India
- Increasing banking coverage / penetration and more accounts per head leading to new debit / credit cards being issued
- Issuance of debit cards under PMJDY Scheme - Per latest data, there are now a total of 552.2 million JanDhan accounts
as on March 2025, while only 380.7 million, or 69%, possess Rupay debit cards. A significant proportion of JanDhan
accounts do not have debit cards issued to them yet, which presents an opportunity for both banks and card
manufacturers.
- Use cases like NCMC will aid demand for debit cards in the country.
- Demographic dividend as a key driver for payment cards – Rising middle class and increasing working age population
drives the issuance of credit and debit cards through higher disposable incomes, access to credit and targeted banking
services.
- Industry Widening the Net with Co-Branding Credit Card Partnerships.
- Under penetrated credit cards market in India .
- Fraud protection and lower transaction failure rates.
- Access to credit and improvement in card accepting payments infrastructure.
156Global Markets / Export Opportunity
- The total payment cards in circulation were 18.6 billion in Fiscal 2023 and is expected to reach 21.6 billion by Fiscal
2029, growing at a CAGR of approximately 2.5% between Fiscal 2023-29.
- In Fiscal 2023, debit cards in circulation were 15.2 billion units and is expected to increase to 17.7 billion in Fiscal
2029, growing at a CAGR of 2.6% between Fiscal 2023-29, driven by ease of obtaining debit cards with new bank
accounts, the rise in online and in-store shopping, and the general shift away from cash
- The global credit cards market had 3.3 billion units in circulation in Fiscal 2023, and it is expected to reach 3.7 billion
units in Fiscal 2029, growing at a CAGR of 1.8% from Fiscal 2023 to Fiscal 2029, driven by growth in consumer
spending, growing e-commerce platforms, and the expansion of global travel. Credit cards are also popular due to the
associated benefits such as reward points, cashback offers, and the ability to build a credit history.
- The global prepaid cards market had 0.14 billion units in circulation in Fiscal 2023, and it is expected to reach 0.16
billion units in Fiscal 2029, at a CAGR of 2.7% from Fiscal 2023 to Fiscal 2029. The growth of prepaid cards is
primarily fuelled by their versatility and convenience, making them a preferred choice for budget management and for
consumers without traditional banking access. They are widely used for specific purposes like gift cards, travel expense
cards.
- Countries like USA (~2027 million payment cards), Japan (~774 million payment cards), Brazil (~498 million payment
cards), Russia (~418 million payment cards) and UK (~161 million payment cards) presents good export opportunities
for card manufacturers in India
- Engaging with neo-banks and fintechs could act as a good market entry strategy for card manufacturers looking to tap
into the exports market.
Identification, Anti-counterfeiting Authentication & Tracking Technologies
- The global RFID market, valued at approximately ₹ 1,196.2 billion in 2023, is projected to grow at a 11.9% CAGR
and reach ₹ 2,631.1 billion by 2030.
- The RFID market in North America is expected to grow from ₹ 431.8 billion in Fiscal 2023 to ₹ 839.3 billion in Fiscal
2030 growing at a CAGR of 10%, while in Europe it is expected to grow from ₹ 317 billion in Fiscal 2023 to ₹ 726.2
billion in Fiscal 2030 growing at a CAGR of 12.6%. The APAC market is expected to grow from ₹ 292.9 billion in
Fiscal 2023 to ₹ 749.6 billion in Fiscal 2030 growing at a CAGR of 14.4% while in India the market is expected to
grow from ₹ 42.1 billion in Fiscal 2023 to ₹ 102.9 billion in Fiscal 2030 growing at a CAGR of 13.6%. Finally, the
Middle East & Africa market is expected to grow from ₹ 112.4 billion in Fiscal 2023 to ₹ 213.1 billion in Fiscal 2030
growing at a CAGR of 9.6%.
- The global RFID tag market is primarily divided into active and passive RFID tags, both of which serve distinct roles
across various industries. Passive RFID tags dominated the market in Fiscal 2023 with a share of about 79.7% and it
is expected that it will continue to dominate the market in Fiscal 2030 with a share of about 81.2%.
- India has one of the largest excise stamp program worldwide. The country represents one of the world’s largest market
for liquor tax stamps, with 27 states together consuming on the order of 30-35 billion excise stamps annually. India’s
alcoholic-drinks market is vast and still accelerating and as volumes formalise, state excise “tax-stamp” demand will
further grow
Critical Success Factors ("CSF") for Card Manufacturers
- Pricing is crucial for maintaining cost competitiveness (lower production costs through economies of scale and
advanced manufacturing techniques), positioning the brand, acquiring and retaining customers, ensuring sustainable
profit margins, adapting to market changes, complying with regulations and certifications costs, and managing global
market dynamics (including managing currency fluctuations and adapting to regional pricing strategies)
- Location and proximity to customers is crucial as a strategic location enhances logistics and distribution efficiency,
reduces turnaround time, improves customer service, strengthens supply chain management and fosters collaboration
among others
- Data security as it builds customer trust, ensures regulatory compliance, prevents financial loss, maintains operational
integrity, and meets audit requirements. Robust data security measures and related certifications are a big MOAT for
long-term success and sustainability in this industry
- Certifications as it builds trust and credibility, ensures market access and competitiveness, helps meet compliance,
improves customer satisfaction, and boosts investor and stakeholder confidence.
- End to end solutioning with logistics and other value-added services to provide a seamless and hassle-free experience
for their customers and banks.
Competition Landscape
- Thales, Idemia, G+D, CPI Card Group, Perfect Plastic printing, Goldpack, Fiserv, Eastcompeace, Hengbao, Tianyu
Inform Industry, XH Smart Tech, Manipal Payments and Identity Solutions Ltd. etc. are some of the top ranked
payment card manufacturers globally as per Nilson report, (Issue 1272 published October, 2024).
- Manipal Payments and Identity Solutions Ltd. is one of the largest manufacturers of payment cards globally and in
India in Fiscal 2024. As per Nilson report, (Issue 1272 published October, 2024), Manipal Payments and Identity
Solutions Ltd. is the highest ranked Indian company (and ranked 14th globally) in terms of shipment of payment cards
(ones with chips and magstripe both) in 2023. For shipment of payment cards with chips alone, the company is ranked
11th globally. As per the same report, the company is ranked 10th globally excluding vendors from China. As per the
same report, Manipal Payments and Identity Solutions Ltd. is also among the top 10 card manufacturers in Visa &
157Mastercard issuances globally in 2023. Besides, the company is also ranked 2nd, only behind XH Smart Tech, in the
list of High-security cards (which includes cards such as American Express, Diners, Discover, JCB, Elo, RuPay, Mir
and ATM and PIN-based debit).
GLOBAL MACROECONOMIC VARIABLES
Global Macroeconomic Outlook
The macroeconomic forecast for the world is, for the most part, a reflection of the progress and resilience of nations everywhere.
2024 was a year of stabilization amidst persistent headwinds. The global economy in 2024 showed modest but steady growth,
with global GDP expanding by 3.3%, according to the IMF’s October 2025 World Economic Outlook update. This marked a
slight downtick from 2023 and remained below the 2000–2019 average of 3.7%.
Key themes shaping 2024 included:
• Persistently High Interest Rates: Central banks, particularly the U.S. Federal Reserve and the European Central
Bank, maintained higher interest rates for longer to tame inflation, which began to recede, and as a result the US fed
cut rates thrice in calendar year 2024, however inflation remained above target in many economies.
• Disinflation Progress: Inflation declined globally, with headline rates easing in major economies due to cooling
energy prices and normalized supply chains. However, core inflation (excluding food and energy) remained sticky in
several regions.
Key highlights:
• United States: The U.S. economy remained resilient, supported by strong consumer spending and fiscal measures.
GDP growth was at 2.8% for the year.
• Euro Area: Growth in the eurozone was around 0.9%, mainly due to energy price pressures, weak consumer
sentiment, and monetary tightening from the ECB. Germany, in particular, faced challenges due to industrial stagnation
and soft external demand.
• China: Growth decelerated to around 5% in 2024, as structural issues such as the property sector crisis, local
government debt burdens, and demographic shifts weighed heavily. Despite policy stimulus, investor confidence
remained weak.
• Emerging Markets: Performance varied. India continued to post strong numbers (~6.5% growth), supported by robust
domestic demand, while other EMs, especially those reliant on commodity exports, struggled due to softening prices
and global demand.
GDP Growth of Key Select Economies, 2015-2026
According to the IMF, global GDP growth was 3.3% in 2024 and is projected to slightly decline to 3.2% in 2025.
1582025 Outlook: Slow-but-Resilient Growth, With Risks Re-shaped
The IMF’s October 2025 World Economic Outlook ("WEO") now puts global growth at 3.2% in 2025 (3.1% in 2026), a “soft-
landing” baseline with growth below pre-pandemic averages but more resilient than feared earlier in the year. Advanced
economies are seen around 1.5%, while Emerging Market and Developing Economies (EMDEs) a little above 4%, as
disinflation progresses unevenly and policy rates edge toward neutral in some markets. This update also flags that new and
prospective tariffs, tighter tech/trade restrictions, and lingering shipping disruptions remain key downside risks not fully
embedded in the baseline.
Advanced Economies
Growth in advanced economies is set to hover near 1.5% in 2025, with consumption normalizing as real incomes recover and
policy supports fade. The IMF notes the baseline does not fully price in additional trade barriers; any widening of tariff actions
would trim growth and complicate disinflation via higher import costs. Europe’s medium-term lift depends on structural reforms
to productivity, energy costs, and capital-market depth.
Emerging Markets & Developing Economies ("EMDEs")
EMDE growth remains just above 4% in 2025, led by Asia. But the risk mix has shifted: tighter global financial conditions are
less acute, while geoeconomic fragmentation, tariff spillovers, and supply-chain rerouting weigh on trade-exposed economies.
Policy credibility and targeted fiscal consolidation remain essential to anchor inflation expectations and capital inflows.
China & Wider Asia
• China: IMF’s latest mapping shows 4.8% in 2025, easing to 4.2% in 2026 as property-sector adjustment,
demographics, and U.S.–China trade/tech frictions cap external and investment momentum. Policy support helps avoid
a hard landing, but medium-term potential growth keeps drifting down.
• India: Momentum stays strong; the IMF raises its Fiscal 2026 forecast to 6.6%, citing robust domestic demand and
public capex, despite potential export headwinds from higher U.S. tariffs. India remains the fastest-growing major
economy in the 2025 baseline.
• Japan: After a weak 2024, growth improves to 1.1% in 2025, then eases to 0.6% in 2026 as real wages underpin
consumption and the BoJ’s gradual normalization proceeds. Key risks are softer external demand and trade policy
uncertainty.
• Indonesia: Solid domestic demand keeps growth around 4.9% in 2026; authorities look to exports and green/industrial
policy to safeguard the outlook amid softer global trade.
Middle East & Central Asia ("ME&CA")
Regional growth picks up in 2026, but below what was envisaged a year ago, reflecting extended oil production cuts, conflict
spillovers, trade rerouting, and policy uncertainty. The IMF highlights MENA’s uplift as oil output normalizes and non-oil
activity stays firm, while the Caucasus & Central Asia moderates to a more sustainable pace after a robust run.
Saudi Arabia
The IMF upgrades Saudi Arabia’s growth to 4.0% in 2025 (and 4.0% in 2026) on a faster-than-expected unwinding of oil cuts,
with non-oil momentum (investment, services, tourism) still central to Vision 2030 execution. The profile implies a 2024 trough
(due to extended production restraint) and a 2025 rebound as hydrocarbon output normalizes—while diversification continues
to reduce volatility over the medium term.
Per recent IMF Publication (October 2025)
• Growth level: The global 2025 call is now 3.2% (not 3.3%) with 3.1% in 2026, and the IMF stresses the baseline is
sensitive to new tariffs and tech/trade restrictions that could lower trade volumes and kink disinflation.
• Risk mix: Financial-stability fears have eased versus 2023, but geoeconomic fragmentation risks have intensified
(tariffs, critical minerals/rare earths exposure, dual-use tech restrictions). These are highlighted as material downside
risks to 2025.
• Regional nuance (ME&CA): The pace of recovery in MENA is still upward in 2026 but slower vs. Oct-2024
expectations, with the IMF explicitly citing extended oil cuts, conflicts, and trade disruptions; Saudi Arabia’s 2025
upgrade to 4% reflects a steeper output normalization path.
• Country specifics:
o India upgraded to 6.6% Fiscal 2026 (resilient domestic demand offsets tariff headwinds).
o China around 4.8% in 2025, slowing thereafter as structural drags persist.
159o Japan ~1.1% in 2025 with gradual BoJ normalization.
o Indonesia ~4.9% in 2025–2026, steady on domestic fundamentals.
Impact of Emerging Technologies on the World Economy
Emerging technologies are significantly reshaping the world economy by driving productivity, transforming industries, creating
new markets, and influencing labor dynamics. The IMF highlights that emerging technologies are becoming a central driver of
global economic transformation, influencing productivity, trade, labor markets, and investment patterns. Advances in AI,
automation, and digital platforms are significantly improving efficiency across industries, reducing costs, and creating new
markets. Generative AI and advanced analytics are reshaping services and knowledge work, while blockchain, fintech
innovations, and digital payments are accelerating the shift toward cashless economies and improving financial inclusion.
In manufacturing and trade, automation, robotics, and 3D printing are transforming global value chains by reducing dependence
on low-cost labor markets and promoting regionalized production. Meanwhile, green technologies, including renewable energy,
electric vehicles, and energy storage solutions, are driving sustainable investment and reshaping energy markets in response to
climate imperatives.
Labor markets are undergoing profound changes as automation displaces routine tasks while creating demand for high-skill
digital roles, particularly in emerging economies integrating into the global digital economy. This is fueling a need for
widespread reskilling initiatives to prevent widening inequality between digitally advanced economies and those lagging
behind.
Furthermore, technological leadership has become a geopolitical determinant, with competition in AI, semiconductors, and
green tech influencing trade flows and investment priorities, particularly between the U.S. and China. While emerging
technologies are projected to add over $15 trillion to global GDP by 2030, the benefits remain unevenly distributed, emphasizing
the importance of digital infrastructure investment, policy support, and international cooperation to ensure inclusive growth in
this rapidly evolving landscape.
Some of the key areas where the emerging technologies impact the world are :
Boosting Productivity and Efficiency : AI and Automation streamline manufacturing, logistics, and services, reducing costs
and increasing efficiency across sectors. Generative AI is transforming knowledge work (finance, healthcare, legal services),
boosting output while reducing routine tasks.
Driving Innovation and New Markets: Technologies like blockchain, quantum computing, and IoT are creating new industries
(e.g., Web3, autonomous logistics) and revenue streams. Digital platforms have enabled global e-commerce, fintech, and
decentralized finance, broadening access to financial and business services.
Labor Market Transformation: AI-driven automation is displacing routine jobs but creating demand for high-skill roles in tech
development, cybersecurity, and data science. There is an increased focus on reskilling and upskilling, especially in emerging
economies integrating into the digital economy.
Impact on Trade and Global Value Chains: Advanced manufacturing (3D printing, robotics) reduces reliance on low-cost labor
markets, reshaping global supply chains. Digital trade and cross-border data flows are now key components of international
trade, making technology a driver of globalization.
Financial Sector and Digital Payments: Fintech, CBDCs, and blockchain-based systems are redefining payment infrastructure
and improving financial inclusion. This shift accelerates the transition toward cashless economies, impacting monetary policy
and regulatory frameworks.
Geopolitical and Economic Competition: Technological leadership has become a strategic driver of geopolitical power, with
U.S.-China competition in AI, semiconductors, and green tech influencing global trade and investment patterns.
Sustainability and Green Technology: Renewable energy technologies, EVs, and energy storage are reshaping energy markets,
reducing fossil fuel dependence, and driving climate-related investment. Climate tech is projected to be a multi-trillion-dollar
sector by 2030, aligning sustainability goals with economic growth.
Note: Advanced economies include regions such as United States, Germany, France, Italy, Spain, Japan, United Kingdom
Emerging economies include regions such as China, India, ASEAN-5, Russia, Brazil, Mexico, Saudi Arabia, Nigeria, South Africa
Source: IMF, World Economic Outlook (WEO), April 2024
Key Macroeconomic Growth Drivers for Global Economy
Working Age Population:
An estimated 50% of the global population is in the working age bracket of 25-64 years.
Global Population Age Structure, 1950-2030, In Billion
1601950 1980 2000 2010 2022 2024 2030
0 - 5 Years 0.34 0.55 0.62 0.66 0.66 0.65 0.65
5 - 14 Years 0.53 1.02 1.24 1.23 1.35 1.37 1.31
15 - 24 Years 0.45 0.85 1.09 1.22 1.24 1.27 1.34
25 - 64 Years 1.05 1.77 2.78 3.34 3.95 4.04 4.26
65+ Years 0.13 0.26 0.42 0.53 0.78 0.83 1.01
Global Population 2.50 4.45 6.15 6.98 7.98 8.16 8.57
Source: Frost & Sullivan Analysis
According to United Nations, there are approximately 1.27 billion people globally aged 15-24 years old (2024), representing
roughly 15.6% of the total population. An estimated 40% of the global population falls under the age of 25, highlighting the
significant size of the younger generation. Due to income limits, the growing population of young people has a tendency towards
financial restraint.
However, estimates show that by 2030, both its sizable population and per capita spending are expected to experience significant
rise. With 1.2 billion members worldwide, the youth demographic is the largest generation in history and offers prospects for
both labour supply and consumer demand.
The increasing working-age population drives the issuance of credit and debit cards through higher disposable incomes, a shift
towards financial independence, urbanization, digital savviness, access to credit, targeted banking services, economic growth,
and financial inclusion initiatives. This demographic shift supports the expanding market for payment cards, enhancing financial
access and convenience.
Growing Disposable Income:
Global annual disposable income has significantly increased consumer demand, especially in emerging economies.
The information illustrates a steady rise in global annual disposable income between 2020 and 2030, climbing from US$ 7.93
thousand to 11.41 thousand. Disposable income significantly influences the extent to which individuals and households allocate
funds for different buckets of expenses. Increase in global per capita income growth has significantly increased consumer
demand, especially in emerging economies.
India’s per-capita disposable income more than doubles from US$ 1.9k in 2020 to US$ 4.4k by 2030—implying 8–9% CAGR
in US$ terms. The gap with the global average remains wide (global US$ 11.4k by 2030), but India’s growth slope is steeper,
signalling strong consumption tailwinds and a rapidly expanding middle class if inflation stays contained and job creation holds
up.
Increase in Discretionary Spending: Since discretionary expenditure is essential to boosting consumer spending, which accounts
for around 40% of the world economy, it makes a significant contribution to economic growth. Global discretionary spending
seems to be rising recently, despite concerns about inflation and rising interest rates. Furthermore, customers are using their
savings to cover the costs of services they neglected during the pandemic.
Growing Global Consumer Spend
Worldwide Consumer Spending has witnessed an increasing trend from US$ 61.25 trillion in 2024 to reach US$80.18 trillion
in 2030. India’s share of global spend climbs from 3.5% to 5.1% by 2030 and contributes 7% of the world’s incremental
consumption over the decade.
161India offers outsize growth versus global averages, reflecting deepening middle-class demand and a widening addressable
market.
Consumer spending is a significant driver of economic growth. As consumer confidence rises and household incomes increase,
individuals are more likely to spend on goods and services, stimulating demand and driving economic activity across various
sectors.
Increasing Internet Access – Comparison with Other Countries
China still leads the global countries in terms of the number of internet users with over a billion users. India follows closely
with around 900 million internet users, owing to the penetration of high speed and low-cost internet services, particularly in the
rural areas. The penetration rate of internet users in India stands at 64% as of January 2025.
Geopolitical challenges pose significant hurdles for global growth
Various geopolitical challenges pose significant hurdles for global economies, encompassing the enduring Russia-Ukraine
conflict, the Israel-Palestine dispute, heightened tensions between India and Pakistan and also China and Taiwan, climate-
induced catastrophes, and the rise of unpredictable and progressively protectionist trade measures. These strains reverberate
across economies, manifested through inflationary pressures leading to subsequent interest rate adjustments, disruptions in
supply chains, spikes in energy prices, and a buoyant labor market.
162The course of the Russia-Ukraine conflict will influence Russia's capacity to engage in trade with NATO nations and the
accessibility of affordable Russian gas to various regions globally. Escalating international tensions and trade disputes may
impede progress toward greater international collaboration and trade expansion. Any disturbance in the trade dynamics between
the United States and China, for instance, will have widespread repercussions.
In the Middle East, the Israel-Palestine conflict has surfaced underlying tensions between Iran and its allies, pitted against the
U.S. and Israel, sparking fears of a potential escalation of violence in the region. This occurs amid ongoing uranium enrichment
by Iran, with limited opposition from Sunni Arab states thus far, which could empower Tehran and elevate risks for commodity
prices and trade routes. Consequently, these dynamics are expected to sustain volatility in oil and gas prices and lead to
disruptions in crucial trade channels.
Recent U.S. Trade Tariff.
In 2025, the U.S. government instituted sweeping trade tariff hikes affecting a wide spectrum of trading partners—most notably
Canada, China, Mexico, India, Brazil, and Switzerland.
• Tariff levels surged—from a baseline of approximately 2.5% in early 2025 to nearly 20% on average across all imports.
• Specific tariffs reached up to 50%, targeting goods such as cars, clothing, coffee, and toys.
• Additional hikes included tariffs of 35% on Canadian goods, 39% on imports from Switzerland, and a staged rise to 50%
on Indian goods by late August.
• A special 25% tariff was imposed in March as part of Executive Order 14245, targeting goods from any country importing
Venezuelan oil.
• The “Liberation Day” tariff rollout in early April prompted immediate market turbulence, signalling real economic and
investor anxiety.
These measures mark the highest average U.S. tariff rates in decades and reflect an aggressive trade policy shift.
Key impacts of these Tariff Hikes:
• Inflation and Consumer Prices: Despite the high tariff rates (averaging ~18.6%), overall inflation has remained moderate,
with headline inflation around 2.7%, though core inflation—excluding volatile food and energy—has climbed to 3.1%, the
highest in several years. Tariff hikes are already causing noticeable price increases in consumer essentials—leather goods
(+39%), clothing (+37%), and new car prices rising by up to 12%.
The average American household is estimated to face an annual financial burden of roughly $2,400 due to these tariffs.
• Market Reactions and Retail Behavior: The April tariff announcements triggered a sharp global stock market crash—
one of the largest since the pandemic era—though markets rebounded after temporary suspensions. Businesses responded
by front-loading imports ahead of tariff implementation—spiking cargo volumes in early 2025, though projections now
indicate declines later in the year.
• Strategic Adjustments and Legal Challenges: Certain tariffs were paused or scaled back amidst high-level negotiations,
including an agreement keeping U.S.–China tariffs at around 30%, averting even higher increases set to exceed 100%.
Legal challenges are mounting: a federal court ruled that some tariffs (“Liberation Day” measures) exceed presidential
authority, issuing a permanent injunction against their enforcement.
Recent U.S. trade policy has undergone a dramatic shift, with tariff rates increasing sharply across industries and trade partners.
While headline inflation remains contained, consumer prices for many goods are rising. Financial markets reacted with
volatility, and legal and diplomatic responses are already in motion.
Impact of US Trade Tariffs on India's BFSI Sector
Overall Impact on the BFSI Sector
The United States has recently imposed steep trade tariffs on Indian exports, raising the effective tariff rate to 50%. This
escalation has stoked concerns, but India’s economy is largely domestic-driven, which buffers the broader BFSI (banking,
financial services, insurance) sector from severe direct shocks. Even if high tariffs persist, analysts estimate the drag on India’s
GDP growth would be modest (around 0.4–0.8 percentage points over a year). Nevertheless, prolonged tariffs could dampen
business sentiment and credit growth somewhat, warranting vigilance in the financial sector.
Impact on the Banking Sector
• Limited Direct Exposure: Indian banks have minimal direct exposure to U.S. tariffs, as their business is
predominantly domestic and major export sectors (like IT services and pharmaceuticals) are largely exempt from the
new duties. Accordingly, it’s expected that there will only be a limited impact on banks given India’s domestic
demand-driven economy.
163• Indirect Risks: The bigger concern is indirect. Steep tariffs can hurt export-focused industries (e.g. textiles and gems
& jewellery), potentially softening credit demand and straining loan repayments in those sectors. Lenders are closely
monitoring these vulnerable portfolios in sectors with high U.S. exposure to detect early stress.
• Mitigation Measures: To mitigate stress on exporters, banks have offered relief like temporary interest rate cuts, fee
waivers, and extra working capital to ease cash flows. They are also guiding clients to diversify into alternative markets
and hedge currency volatility to reduce reliance on U.S. trade.
• Potential Upside: The trade rift may even carry a silver lining for banks. As global manufacturers relocate production
to India to bypass U.S. tariffs, banks anticipate new financing opportunities to support these investments and supply-
chain shifts.
Impact on the Insurance Sector
• Higher Premiums & Claims: Marine cargo and trade credit insurers face higher exposure, as a 50% tariff inflates
shipment values and raises the insured value per policy. This translates to costlier coverage (higher premiums) and
potentially larger claims if goods are damaged or buyers default.
• Profitability Pressures: Property and auto insurers may also feel strain if export-reliant firms incur losses, which
could force premium hikes or stricter coverage terms. Meanwhile, market volatility from the trade dispute could erode
insurers’ investment income, creating a dual impact on profitability – higher claims exposure alongside lower returns.
Impact on NBFCs
• Domestic-Focused NBFCs: Non-bank financial companies serving the domestic market are expected to be largely
insulated from U.S. tariffs, as India’s robust internal demand continues to drive growth. NBFCs focused on retail loans
or purely local industries should see little direct effect from the trade measures.
• Export-Focused NBFCs: However, NBFCs that finance export-oriented small/mid-sized firms could face headwinds.
With tariff-hit sectors seeing reduced orders and thinner margins, these lenders may experience slower loan growth
and rising default risks in their portfolios. Analysts caution that trade-exposed NBFCs might see deteriorating asset
quality until U.S.-India trade tensions ease.
India Macroeconomic Overview
India's economy is poised to become the world's third-largest economy by 2027, surpassing heavyweights like Germany. To
achieve this ambitious goal, India is expected to maintain a growth rate of approximately 6.5% until 2027. The aspiration
extends further; by 2047, the aim is for India to stand tall as a developed economy, necessitating even more robust growth rates
around 10%. The backbone of India's growth story is the robust domestic demand characterized by a burgeoning consumer
base, rising incomes, and the aspirations of its large youth population. Additionally, the Micro, Small, or Medium Enterprises
("MSME") sector promises to play a pivotal role. As they regain their momentum post-pandemic, MSMEs are poised to
generate income, foster innovation, and create jobs, especially in rural areas, ensuring broad-based growth.
Despite the optimistic forecast, India is not without its challenges. A prominent concern arises from the geopolitical realm.
India's growing alignment with Western powers through the Quad alliance (alongside the U.S., Japan, and Australia) has further
complicated its relations with China. On the global stage, India’s position on issues such as Russia's invasion of Ukraine has
also drawn scrutiny, as it seeks to balance its historical ties with Russia and its growing partnerships with Western nations.
Upheavals in the Middle East, especially the conflicts involving major oil-producing nations, such as Iran have heightened
concerns about the security of oil supplies. The escalating tension between Iran-Israel can lead to oil price surge posing
significant threats. Given that India imports over 80% of its oil, fluctuations in prices can adversely impact its trade and fiscal
deficits, potentially leading to increased inflation and decelerated growth.
Demographic trends in India - Rising Middle Class Income Levels/Increase in Working age population
(a) Demographic trends in India - Rising Middle Class Income Levels
164In the decade ahead, India's middle-class population will continue to grow, boosting consumer demand and spending. By 2030,
the upper and lower middle classes are estimated to account for 43.5% and 34.2% of the population, respectively. Discretionary
spending will rise as disposable income rises, resulting in an increase in transactions, cash volume etc.
Share of Households by income Group, India, 2005, 2018, and 2030
Note: The exchange rate is 1 US Dollar = 83 ₹ Rupees
Source: Frost & Sullivan, Secondary Sources
(b) Increase in Working-Age Population
In contrast to China's decline, India's working-age population is predicted to rise between 2018 and 2030. India is during a
demographic shift, with youth accounting for a sizable portion of the population. With India adding 12 million individuals to
the working population each year, the share of the working-age population is predicted to rise from 66.77% in 2018 to 68.25%
in 2024 and 68.94% by 2030. India benefits from a substantial pool of skilled technology graduates, with approximately 500,000
new engineers joining the workforce annually, totalling over 800,000 when including other technical skills.
India’s working-age population share, and size is expected to grow between 2015 and 2030, in contrast to China’s contraction.
Within the 15–64-year age group, in India, between 2015 and 2030, the 35–64-year age group will witness an increase in its
share, while the other groups will contract. A growing working-age population share, and size implies more savings and tax
revenues that can help fund investments across the country. The growing elderly population share highlights the need to boost
senior-living estates and geriatric care in the country. There is a stark senior-living real estate supply shortage at present, along
with shortages in geriatric care units and professionals.
India has the highest addition in the working age population segment with an estimated 183.9 million people to be added
between 2015 and 2030. India is currently at a stage of demographic 600 transition with a substantial percentage of the youth
165population. The proportion of the working-age population is expected to increase by about 610 million globally. India is adding
12 million people to the working population each year.
(c) Rising Income Levels:
Rising income levels in India directly impact consumer spending patterns by increasing individuals' purchasing power and
disposable income. The correlation between rising income levels and consumer spending underscores the importance of income
growth in fuelling economic activity and driving demand in India's consumer-driven economy. India is expected to double its
annual disposable income per capita from US$1,900 in 2020 to US$4,400 in 2030.
Viksit Bharat scheme
Viksit Bharat Scheme is the Government of India's visionary initiative aimed at transforming the nation into a fully developed
country by the centenary of its independence in 2047. This comprehensive roadmap encompasses various facets of
development, including economic growth, social advancement, environmental sustainability, and effective governance.
Launched as a strategic national mission, Viksit Bharat@2047 seeks to position India as a global leader by focusing on:
• Economic Prosperity: Enhancing manufacturing and services sectors to boost exports and encourage startups.
• Social Advancement: Improving education, healthcare, and social equity to uplift all sections of society.
• Environmental Sustainability: Committing to net-zero emissions by 2070 and promoting renewable energy sources.
• Effective Governance: Implementing transparent and efficient administrative systems to ensure citizen-centric
services.
Key Pillars of the Initiative
1. Robust Economic Growth: Fostering a strong economy through increased industrial output, innovation, and job
creation.
2. World-Class Education: Providing affordable and quality education with modern infrastructure and skilled educators.
3. Universal Healthcare Access: Ensuring affordable and quality healthcare services across urban and rural areas.
4. Technological Advancement: Integrating cutting-edge technologies to enhance various sectors and improve quality
of life.
5. Environmental Conservation: Promoting sustainable practices to preserve natural resources and biodiversity.
6. Women Empowerment: Encouraging active participation of women in all sectors by providing equal opportunities.
7. Entrepreneurship and Innovation: Supporting startups and businesses to drive economic growth and self-reliance.
Youth Engagement: Mera Yuva Bharat (MY Bharat)
Recognizing the pivotal role of youth in nation-building, the government launched Mera Yuva Bharat (MY Bharat), an
autonomous body under the Ministry of Youth Affairs & Sports. This platform empowers young individuals by providing them
with opportunities to contribute to the Viksit Bharat vision through skill development, volunteerism, and active participation in
governance.
Implementation Strategy
The realization of Viksit Bharat@2047 involves:
• Policy Reforms: Enacting policies that facilitate ease of doing business, innovation, and inclusive growth.
• Infrastructure Development: Investing in modern infrastructure to support economic activities and connectivity.
• Digital Transformation: Leveraging technology to enhance public service delivery and governance.
166• Public Participation: Encouraging citizens to actively engage in developmental initiatives and decision-making
processes.
Viksit Bharat@2047 represents a collective aspiration to elevate India to new heights of development and global prominence.
Through concerted efforts across various sectors and active citizen participation, the vision aims to create a prosperous,
inclusive, and sustainable future for all Indians.
FINANCIAL SERVICES MARKET IN INDIA
Indian Financial Services Market
The Indian Financial Services Market has undergone remarkable growth, propelled by diverse factors. The sector,
encompassing mutual funds, wealth management, stock markets, insurance, and banking, has thrived due to increasing wealth,
digital innovation, and supportive government policies. The mutual funds industry, for instance, has seen its assets under
management more than double in recent years, from US$273 billion in Fiscal 2017 to US$588 billion in Fiscal 2024, signalling
robust growth.
As of March 31, 2025, India's mutual fund industry achieved a record-high AUM of $797.9 billion. This marks a substantial
increase from March 2020, reflecting around 2-fold growth over five years.
Similarly, wealth management market in India is experiencing robust growth, driven by rising affluence, increasing wealth
creation, and evolving investor preferences. The number of high-net-worth individuals ("HNWIs") in India reached 763,674
by the end of Fiscal 2021. The same is expected to grow to 1.66 million HNWIs in 2027. HNWIs are those who have a net
worth of US$ 1 million or more, excluding primary residence, collectibles, consumables, and consumer durables. Advisory
asset management and tax planning rank among the most sought-after wealth management services among HNWIs.
Despite challenges, such as regulatory complexities and intense competition, the industry presents significant opportunities for
firms that can innovate and adapt to changing market dynamics. With the right strategies in place, wealth managers can
capitalize on India's burgeoning wealth management market and deliver value to their clients.
Additionally, the equity market has expanded significantly, with a notable rise in the number of companies raising capital and
going public. In Fiscal 2025, 78 companies raised approximately US$19.5 billion, marking a substantial increase from Fiscal
2024. This figure represents more than a 2.5-fold increase compared to Fiscal 2024, where 76 IPOs collectively raised $ 7.5
billion.
167Further, the country’s Insurance industry has grown significantly in recent years. The sector has witnessed robust growth in
recent years, fuelled by rising awareness about financial protection, increasing disposable incomes, and favourable
demographics. With a large population and low insurance penetration levels compared to global standards, India presents
substantial growth opportunities for insurers.
New business premiums have been growing at a steady pace from US$ 30.1 billion in Fiscal 2018 to US$ 45.7 billion in Fiscal
2024 and US$ 46.5 billion in Fiscal 2025. On a similar trend, renewable premiums have shown a modest growth as well. It
stood at US$ 54.3 billion in Fiscal 2024, rising from US$ 41.0 billion in Fiscal 2018.
In Fiscal 2024, India's life insurance industry collected gross premiums totalling approximately US$100 billion. Of this total,
renewal premiums accounted for 54.4%, amounting to approximately US$54.3 billion.
Similarly, India's banking industry has experienced rapid expansion, driven by robust economic growth, urbanization, and
increasing financial inclusion initiatives. With a large population and a growing middle class, there is a burgeoning demand for
banking services, including savings accounts, loans, investments, and digital payment solutions.
Both public and private sector banks have significantly expanded their branch networks and digital presence to cater to the
diverse needs of customers across urban and rural areas. While the number of branches for public sector banks have increased
by about 80% in the Fiscal 2005 – Fiscal 2023 period, the same for private sector banks stands at 533%. Moreover, the
emergence of new banking models, such as payments banks and small finance banks, has further diversified the banking
landscape, enhancing competition and innovation. While the number of commercial banks steadily increased from 8.89 (per
1,00,000 adults) in Fiscal 2005 to 14.6 in Fiscal 2019, it witnessed a steep increase post pandemic reaching 24.64 branches.
168Public sector banks ("PSBs") had 85,116 branches in September 2024. In India, the total number of bank branches, including
both public and private sector banks, increased from 1,17,990 in March 2014 to 1,60,501 by September 2024.
Corresponding Growth in Current Accounts / Savings Accounts
There was a corresponding growth in number of savings and current accounts ("CASA") which increased from 1724 million in
Fiscal 2019 to 2265 million accounts by Fiscal 2023. Current accounts witnessed a higher CAGR at 15.7% albeit on a lower
base while savings accounts grew at a CAGR of 6.6% in the same period accounting for 94% of the total CASA accounts.
Increase in number of savings and current account will result in growth of debit cards being issued by the banks.
Growth in Jan Dhan Accounts
The share of JanDhan accounts in overall number of savings accounts has increased steadily from 13% in Fiscal 2015 to 21%
in Fiscal 2019 and 23% in Fiscal 2023. A significant proportion of JanDhan accounts do not have debit cards issued to them
yet, which presents an opportunity for both banks and card manufacturers.
169With increase in usage of JanDhan accounts, there will be an increasing demand for JanDhan accounts linked debit cards.
A total of 552.2 million Jan-Dhan accounts have been opened till March 2025, while only 380.7 million (69%) possess Rupay
debit cards.
As of March 2025, a total of 552.2 million Jan-Dhan accounts have been opened. However, 171.5 million of these accounts —
approximately 31% still do not have RuPay debit cards.
Growth in Bank Assets, Credit and Deposits in India
The growth of bank assets, credit, and deposits underscores the resilience and dynamism of the Indian banking sector. Driven
by economic growth, regulatory reforms, and technological advancements, banks in India are playing a pivotal role in
facilitating financial inclusion, promoting investment, and driving economic development. Bank assets in India have been
expanding steadily, from US$2.2 trillion in Fiscal 2017 to US$ 2.9 trillion in Fiscal 2023, reflecting the overall growth of the
economy and the increasing financial intermediation role played by banks. In 2024, total assets in Indian banking sectors
were US$ 3.13 trillion.
Rising bank assets, deposits and credit in India
Bank deposits, including savings deposits, fixed deposits, and current deposits, have witnessed significant growth in India,
increasing from US$1,180 billion in Fiscal 2017 to US$2,452 billion in Fiscal 2024 and to US$2,783 billion in Fiscal 2025.
Factors driving this growth include increasing financial awareness, rising income levels, and the perceived safety and liquidity
offered by bank deposits. As per IBEF, bank deposits grew 10.12% year-on-year (“YoY”) to ₹ 2,38,20,044 crore (US$ 2,722.60
billion) by July 11, 2025, marking steady improvement.
Bank credit, comprising loans and advances extended by banks to various sectors of the economy, has been growing at a healthy
pace in India, growing from US$1599 billion in Fiscal 2017 to US$1,980 billion (₹ 164.3 trillion converted at US$ rate of ₹ 83)
in Fiscal 2024. This growth is driven by increasing demand for credit from sectors such as retail, housing, agriculture, MSMEs
170(Micro, Small & Medium Enterprises), and infrastructure. As per IBEF, credit as of June 27, 2025, rose 9.5% to ₹ 1,84,83,097
crore (US$ 2,162.52 billion), reflecting strong economic momentum and sustained lending activity in India's financial sector.
Further, banks in India have been witnessing a decline in NPAs. NPAs have been a significant concern for the banking sector,
impacting financial stability and profitability. However, recent trends indicate a notable decline in NPAs, signalling positive
developments for Indian banks.
The overall Gross Non-Performing Asset ("NPA") ratio for the Indian banking sector as of March 31, 2025, was 2.3%. This
marks a multi-decadal low level, reflecting improvements in the sector's financial health, compared to 8.66% as of March 31,
2020, and 11.85% as of March 31, 2018. It is worth noting that a majority of the NPAs and stressed assets were related to
corporate loans. However, there has been a considerable improvement in the quality of these banking assets, despite their
proportion within the overall banking assets diminishing significantly.
Regarding the capital position of banks, there has been a marked improvement over the past three years. Private sector banks
have bolstered their capitalization levels through equity capital raises, anticipating potential losses during the Covid-19
pandemic. They were further supported by internal accruals. Public sector banks, on the other hand, received infusion from the
Government of India ("GoI") as well as raised equity capital from capital markets, alongside the accretion of profits.
Moreover, digital transactions and mobile wallets have experienced substantial growth, indicating a shift towards a more
digitally inclusive financial landscape. Government initiatives have played a crucial role promoting financial inclusion,
especially in rural areas. These efforts have not only spurred growth in traditional financial services but have also paved the
way for innovation and global collaboration, setting the stage for continued expansion and evolution of the sector.
Financial services companies will continue to operate wherever there is a chance for market expansion in the future. To serve
a broad range of clients, more modular insurance plans and smaller loans will be made available. For instance, mobile payments
have facilitated Indian consumers' access to and use of financial services. More ecosystems will be developed in the future, and
financial service providers will be essential to achieving this goal.
Penetration of financial products / services
ATM Penetration in India
Since 2016, India's ATM market has been stagnant, following a period of significant yearly growth of 20 percent between 2011
and 2016. Since Fiscal 2016 until Fiscal 2021, the growth slowed down to a 3% CAGR (reaching 252,000 ATMs). Since the
November 2016 demonetization of high-value currencies, many million people have entered the banking system by opening
new accounts. The government's decision to direct welfare payments to people's accounts has boosted the number of new bank
accounts. India remains one of the countries with the lowest ATM penetration. There is one ATM for every ten villages in
India, even though the country has 650,000 villages.
As on July 2025, there were 2,57,000 ATM (including cash deposit machines/recyclers) in India.
ATM Transaction Overview India (2025)
In April 2025, there were approximately 700 million ATM transactions across India. This translates to an average of about 23
million ATM transactions per day. Out of this, cash withdrawals accounted for approximately 88% of total ATM transactions
while non-financial transactions such as balance inquiries and mini statements, made up the remaining 12%.
171As of Fiscal 2025, the average ticket size for ATM cash withdrawals in India rose to ₹ 5,658, marking a 3% year-on-year
increase. Further, select months like October 2024, January 2025, February 2025, and March 2025 witnessed a higher growth
in ticket size at 4-6%.
As of Fiscal 2024, India had approximately 21.5 ATMs per 100,000 adults, according to data from the International Monetary
Fund. In contrast, the penetration rate for Brazil is 92.7 and that of China is 81.4 per 1,00,000 individuals as of as of Fiscal
2024. Considering the growing population, the ATM penetration is very low as compared to other developing countries and
presents itself as a potentially huge driver for the growth of the financial services sector in India.
POS Penetration in India
The number of POS terminals in India has increased from 4.4 million in Fiscal 2020 to 11 million in Fiscal 2025 growing at a
CAGR of 20.3%.
The increase in Point of Sale ("POS") terminals is a significant development in the country's digital payment ecosystem. The
expansion of POS terminals, which facilitate card-based transactions, has enabled merchants across urban and rural areas to
accept digital payments, thereby reducing reliance on cash. Advancements in financial technology have made POS systems
more accessible and affordable for small and medium-sized businesses, further accelerating adoption.
172POS Transaction Overview India
In the second half of 2024, 2.27 billion POS transactions were done in India with transaction value of ₹ 5.83 trillion. The ATS
(for all cards) was ₹ 2,645 during this period.
India Payments Landscape
Digital Payments Landscape in IndiaTotal volume / value of digital transactions in India
The exponential growth of digital transactions in India has become a defining feature of the nation's economic landscape in
recent years. A confluence of factors has fuelled this remarkable transformation. Government-led initiatives, such as the "Digital
India" campaign, have created a robust digital infrastructure, making digital transactions more accessible to a wider population.
The introduction of Aadhaar, a biometric-based identification system, has streamlined authentication processes, enhancing
security and ease of use.
The Government of India is dedicated to expanding digital transactions within the Indian economy, aiming to strengthen the
financial sector and improve the quality of life for its citizens. This concerted effort, involving all stakeholders, has led to a
significant increase in digital payment transactions, rising from 21 billion transactions in Fiscals 2018 to an impressive 135
billion transactions in Fiscal 2023 and 185 billion in Fiscal 2024, growing at a CAGR of 44.2 per cent from Fiscal 2018 to
Fiscal 2024. During the same period, the value of transactions has grown to ₹ 3,658 trillion.
Over the past five years, various user-friendly digital payment methods such as Bharat Interface for Money-Unified Payments
Interface ("BHIM-UPI"), Immediate Payment Service ("IMPS"), and National Electronic Toll Collection ("NETC") have
witnessed substantial growth. These modes of payment have revolutionized the digital payment ecosystem, facilitating both
person-to-person ("P2P") and person-to-merchant ("P2M") transactions. Likewise, the National Electronic Funds Transfer
("NEFT") and Real Time Gross Settlement ("RTGS") systems have played a pivotal role in reshaping the digital payment
scene within the nation. Over the past decade (2014-2023), NEFT and RTGS systems have experienced a remarkable surge,
with NEFT witnessing a 700% increase in volume and a 670% increase in value, while RTGS has witnessed a 200% increase
in volume and a 104% increase in value. Online card transactions have also been witnessing an upsurge. In Fiscal 2024, the
overall value of online purchases via card transactions in India reached approximately ₹14.4 trillion. The value of credit card
173transactions in the first half of 2024 reached ₹ 3.58 trillion, reflecting a 21% increase from the first half of 2023. This surge in
credit card spending is attributed to increased consumption of high-value goods and services.
Alternative modes of payment technologies
Alternative modes of payment include mobile based tools which co-exist with payment cards. There are three broad alternatives
to payment cards of which one is India specific.
(a) NFC based mobile payment wallets
(b) Virtual cards
(c) UPI
NFC-based mobile payment wallets refer to the likes of Apple Pay and Samsung Pay which use Host Card Emulation
technology to emulate payment cards within mobile wallets. Despite Apple Pay's launch in the U.S. in 2014, its usage remains
low.
Virtual cards, which are digital cards in mobile apps of banks are issued before physical cards reach customers, and have existed
for years. Despite this, the issuance of physical cards continues to grow.
UPI revolutionized Indian payments by eliminating the need for costly POS machines and MDR fees, allowing merchants to
use mobile phones and QR codes for transactions. Although UPI was initially launched with no MDR to encourage adoption,
NPCI is introducing MDR fees for certain payments, affecting large merchants in the future.
Split Of Total Transactions Volume in India
UPI witnessed a transaction volume of 93.2 billion in the second half of 2024. UPI P2M transactions experienced an increase
as well with 58.0 billion transactions, an increase of about 50% over the second half of 2023 (38.73 Billion). This growth in
P2M transactions highlights the expanding merchant acceptance of UPI, with more businesses integrating UPI as a preferred
payment method.
Credit card transactions registered a notable growth, reflecting a growing preference for credit-based digital payments. reaching
2.4 billion, a 36%% increase from the second half of 2023 (1.78 Billion). This growth reflects a growing consumer preference
for credit cards, particularly for high-value purchases. Credit cards are increasingly being used in diverse sectors like e-
commerce, travel, and high-end retail, driven by factors like reward programs, EMI options, and enhanced security features.
Debit card transactions stood at 0.8 billion in the second half of 2024, witnessing a 28.5% decline from 1.15 billion transactions
in the second half of 2023, while the average transaction size ("ATS") increased by a strong 18% to ₹ 3,113 in the second half
of 2024, as compared to the second half of 2023 indicating a significant usage of debit cards for higher value transactions.
Despite facing competition from UPI, particularly for lower-value transactions, debit cards continue to be a staple in the digital
payment landscape. They are widely used across various consumer segments, especially for direct bank account debits,
reflecting their reliability and widespread issuance by banks.
Split Of Total Transactions Value
174UPI continued to lead India's digital payment landscape, solidifying its position as the most preferred digital payment method.
The total transaction value for UPI reached ₹ 130.2 trillion in the second half of 2024. This staggering figure underscores UPI's
versatility and efficiency in managing a vast range of primarily small ticket transactions from small everyday purchases to even
large-scale business transfers.
The transaction value for UPI P2M was ₹ 36.3 trillion in the second half of 2024. The increase in P2M transaction value signifies
the expanding role of UPI in retail and service-based transactions, facilitating a cashless and digital economy.
Credit card transactions amounted to ₹ 10.8 trillion in value in the second half of 2024. Credit card transactions reflected a
growing trend of consumers leveraging credit for high-value purchases and rewards. This substantial figure is indicative of
credit cards being used predominantly for higher-value transactions, including in sectors like travel, luxury retail, and
electronics. The robust transaction value reflects consumer confidence in using credit cards for significant purchases, benefiting
from aspects like credit availability, reward points, and EMI options.
Debit cards saw a transaction value of ₹ 2.6 trillion in the second half of 2024 alone. Debit card transactions saw a decline,
indicating a shift in consumer preference towards UPI and credit-based payments. Although there is a competitive pressure
from UPI, especially for smaller transactions, debit cards continue to be a significant player in the digital payments landscape.
Their use is particularly pronounced in direct bank account debits and for users who are more comfortable with the direct
withdrawal of funds.
UPI for primarily small ticket transactions: The total transaction value for UPI reached US$2,408 trillion US$ billion in
Fiscal 2024 (₹ 199.89 trillion). This staggering figure underscores UPI's versatility and efficiency in managing a vast range of
primarily small ticket transactions from small everyday purchases to even large-scale business transfers.
The increase in P2M transaction value signifies the expanding role of UPI in retail and service-based transactions, facilitating
a cashless and digital economy.
175Robust growth for credit cards: Credit card transactions amounted to US$220.7 billion in value in Fiscal 2024. This
substantial figure is indicative of credit cards being used predominantly for higher-value transactions, including in sectors like
travel, luxury retail, and electronics. The robust transaction value reflects consumer confidence in using credit cards for
significant purchases, benefiting from aspects like credit availability, reward points, and EMI options.
Debit Cards witnessed growth in transaction value since Fiscal 2019: Debit cards witnessed a transaction value of US$88
billion in Fiscal 2023 up from US$73 billion in Fiscal 2019. Although there is a competitive pressure from UPI, especially for
smaller transactions, debit cards continue to be a significant player with usage more pronounced in direct bank account debits
and for users who are more comfortable with the direct withdrawal of funds.
The ATS for UPI was ₹ 1,396 in the second half of 2024 further declining from ₹ 1,515 in the second half of 2023, indicating
a growing trend towards smaller-value transactions. This relatively low ticket size is indicative of UPI's widespread use for
smaller, everyday transactions, demonstrating its deep penetration across various consumer segments. The convenience and
ease of use of UPI have made it a popular choice for a wide range of transaction sizes, but its dominance in smaller transactions
is particularly noteworthy.
The ATS for UPI P2M stood at ₹ 627 in the second half of 2024, highlighting its increasing use for micro-transactions. This
trend is significant for UPI P2M, as it shows growing merchant acceptance and consumer preference for using UPI even for
small-value purchases, reflecting its convenience and efficiency.
The ATS for credit cards for the second half of 2024 declined to ₹ 4,436 from ₹ 5,280 in the second half of 2023. This drop is
attributed to a significant increase in the number of credit card transactions.
These trends indicate a shift in consumer behavior, with credit cards being increasingly used for a broader range of purchases,
including everyday transactions. The surge in transaction volume, especially in the latter half of the year, suggests greater
adoption and reliance on credit cards for diverse spending needs.
The average ticket size for debit card transactions rose from ₹ 2,636 in the second half of 2023 to ₹ 3,113 in the second half of
2024. Despite the rise in ATS, the total number of debit card transactions decreased YOY, indicating that while fewer
transactions occurred, they were of higher value. The increase in ATS suggests a trend where consumers are using debit cards
for higher-value purchases, possibly reserving them for specific types of transactions.
UPI and payment cards will continue to coexist in India, each catering to distinct consumer needs and transaction scenarios.
While UPI offers a seamless, instant payment solution ideal for peer-to-peer and small merchant transactions, payment cards—
both debit and credit—provide critical benefits such as global acceptance, credit access, and rewards programs. Together, they
form a complementary ecosystem that supports the diverse and evolving payment preferences of India's burgeoning digital
economy.
176Share of Cards on POS payments and its movement over years, Loyalty & rewards points market driving credit and
debit cards
In 2019, cards were the primary mode for POS transactions in India. However, by 2024, UPI has emerged as the dominant
player, accounting for more than 80% of the country's digital payment volume, up from 30-35% in 2019 . This sharp rise in
UPI adoption is largely driven by its widespread use for smaller ticket-size transactions, such as peer-to-merchant payments,
daily retail purchases, and micro-spends. As a result, UPI has significantly eroded the share of card-based payments at POS
terminals, which traditionally served these low-value transactions.
In the second half of 2024, total card transactions volume on POS terminals was 2.27 billion, a 4% YoY increase. During the
same period, credit card transactions were 1.245 billion, (a 34% rise) while debit card transactions were 607.5 million, (a 27%
fall). The Prepaid card transactions were 422 million transactions, decrease 3% YoY.
Despite the decline in POS share, credit and debit cards continue to play a vital role in the payment ecosystem, bolstered by
robust loyalty and rewards programs. India's loyalty programs market is projected to grow by 18.3% annually, reaching US$3.58
billion in 2025. Also most banks like HDFC and South Indian Bank offer reward points on card transactions, redeemable for
various benefits such as shopping vouchers and travel discounts. These programs incentivize consumers to continue using cards,
especially for high-value purchases, by offering tangible rewards and cashback options .
While UPI has revolutionized small-ticket transactions and become the preferred mode for everyday payments, credit and debit
cards maintain their relevance through attractive loyalty and rewards programs. These incentives not only encourage continued
card usage but also cater to specific consumer segments seeking value-added benefits.
Surge in Number of UPI Transactions but Decreasing Ticket Size
The average ticket size ("ATS") for UPI transactions has been decreasing, indicating its growing use for smaller, everyday
purchases. For instance, the ATS for UPI P2M transactions decreased from ₹ 839 to ₹ 659 (first half of 2023), a 21% reduction
. It further reduced to ₹ 656 and to ₹ 627 in the second half of 2023 and the second half of 2024 respectively. In June 2023, a
significant 57.46% of all UPI transactions were P2M, and a substantial 83.92% of these transactions were for amounts between
₹ 0 and ₹ 500. This reduction suggests a deeper embedding of UPI for smaller or micro-transactions, primarily driven by growth
in P2M transactions.
Additionally, the year-on-year growth rate of UPI transactions shows signs of market saturation. While the growth rate stood
at 117.2% in Fiscal 2022, it slumped to 78.5% in Fiscal 2023 and 56.5% in Fiscal 2024. While UPI's transaction volume is
increasing significantly, there is a notable trend towards smaller ticket transactions, which might be seen as a limitation in its
overall utility for larger transactions.
UPI replacing small ticket transactions by showcasing the decreasing usage of cash for retail transactions
UPI has gained immense popularity for small-ticket transactions, which were previously dominated by cash. The platform has
made it easier for consumers to make quick, low-value payments without needing physical currency. UPI is quick, accessible,
and doesn’t require the user to have physical cash or cards on hand. Payments can be made directly from a linked bank account
to the merchant via mobile apps. Further UPI transactions are cost-effective, often offering free or minimal charges, making it
ideal for small-value payments while these transactions are settled in real-time, reducing the need for cash handling and enabling
quicker transaction processing.
The use of cash in retail transactions has been steadily declining, largely due to the convenience of UPI. For example, small-
ticket retail payments, such as purchasing groceries, snacks, or transit tickets, have seen a shift from cash to digital payments.
UPI’s acceptance has soared, especially in small retail outlets, street vendors, and public transport, where cash was previously
177the dominant form of payment. By Fiscal 2024, UPI transactions reached billions of transactions, with a major percentage of
them being low-value transactions, further showcasing its role in replacing cash.
Evidently, share of cash share in consumer expenditure decreased from 80.6% in 2021 to 51.9% in the first quarter of 2024,
indicating a substantial shift towards digital payments. The average value of retail digital payments dropped by 48% from ₹
8,769 in March 2021 to ₹ 4,560 in March 2024, reflecting increased use of digital modes for small-value transactions, especially
UPI.
With government initiatives like Digital India, the push for cashless transactions has accelerated. UPI is central to this push,
encouraging financial inclusion and reducing cash dependency. As UPI becomes the go-to option for small-ticket retail
transactions, cash usage continues to shrink, especially in urban areas.
Credit Cards Average Ticket Size for Transactions At 3-4 Times That of UPI
In 2023, India's digital payment landscape witnessed a significant divergence in transaction patterns between credit cards and
Unified Payments Interface ("UPI"). According to the Reserve Bank of India's ("RBI") bulletin, the average ticket size of credit
card transactions was three times larger than those made through UPI in May 2023. This statistic not only reflects the robustness
of credit cards in handling larger transactions but also underscores their significant role in India's financial ecosystem.
Credit cards have become synonymous with enhanced purchasing power and financial flexibility. In May 2023, the average
transaction size for credit cards stood at ₹ 4,968, dwarfing UPI's average of ₹ 1,582. The gap widened further, as in the second
half of 2023, the average transaction size for credit cards stood at ₹ 5,276, while the same for UPI was ₹ 1,515. This substantial
difference is indicative of the higher trust and reliance consumers place on credit cards for significant transactions. Unlike UPI,
credit cards offer a blend of security, reward programs, and the flexibility of deferred payments, making them ideal for more
substantial and considered purchases.
2023 witnessed a remarkable increase in credit card transactions over the previous year, a testament to the growing confidence
and preference for credit cards among Indian consumers. This trend is further bolstered by the significant growth in credit card
transactions at PoS terminals, underscoring the card's role in driving consumer spending and economic activity.
While UPI dominates in transaction volume, credit cards excel in average transaction size, reflecting their pivotal role in larger
economic transactions. The intrinsic benefits of credit cards, including the grace period for payments, instalment options, and
reward programs, offer a financial leverage that UPI cannot match. Moreover, the recent surge in credit card spends to ₹ 1.4
trillion in May 2023 signifies a landmark in consumer spending behaviour, emphasizing the card's superiority in handling high
value transactions.
Key enablers for digital transactions in India
1) Structural enablers for growth in the digital payments:
• Rapid Growth and Transformation: India's digital payments have seen significant growth, notably 48 billion
transactions in 2020, transitioning from a cash-based to a cashless economy.
• Government and Big Tech Initiatives: NPCI's various programs, government initiatives like the JAM trinity (initiative
to link JanDhan accounts, mobile numbers and Aadhaar cards), along with the entry of big tech players, have enhanced
the services and reach of digital payments.
2) Expansion of payment acceptance infrastructure:
• Payment Infrastructure Development Fund ("PIDF"): Aims to subsidize the deployment of payment infrastructure
in Tier-3 to Tier-6 centers. It includes creating 3 million new touchpoints annually for digital payments.
• Subsidy and Support for Payment Devices: The RBI offers varying subsidies for the deployment of various payment
acceptance devices, including physical and digital PoS.
3) Credit cards and other digital payment services fuel the e-commerce:
• Boost from Smartphone and Internet Penetration: The increase in smartphone users and internet accessibility,
aligned with the Digital India movement, has significantly contributed to the expansion of e-commerce.
• Diversity of Payment Methods: The availability of various payment methods like credit cards, UPI, e-wallets, etc.,
has made online transactions more convenient, thereby boosting e-commerce.
• Security and Consumer Trust: Security measures like PCI DSS compliance, encryption, OTPs, etc., ensure safe
transactions, encouraging repeat business and higher spending.
1784) Govt initiatives:
• Digital Payment Growth: Government efforts have led to a substantial increase in digital transactions.
• Features and Benefits: Instant transfer features, enhanced financial inclusion, increased government system
transparency, and improved speed of transactions are some of the key benefits of these initiatives
• Specific Programs: NETC for highway toll payments, BBPS for bill payments, and initiatives to enhance credit access
and security have further bolstered digital transactions in India.
India Payments Card Landscape
Rising Number of Bank Branches in India
Both public and private sector banks have significantly expanded their branch networks and digital presence to cater to the
diverse needs of customers across urban and rural areas. While the number of branches for public sector banks have increased
by about 80% in the Fiscal 2005 – Fiscal 2023 period, the same for private sector banks stands at 533%. Moreover, the
emergence of new banking models, such as payments banks and small finance banks, has further diversified the banking
landscape, enhancing competition and innovation. While the number of commercial banks steadily increased from 8.89 (per
1,00,000 adults) in Fiscal 2005 to 14.6 in Fiscal 2019, it witnessed a steep increase post pandemic reaching 24.64 branches.
Corresponding Growth in Current Accounts / Savings Accounts
There was a corresponding growth in number of savings and current accounts ("CASA") which increased from 1724 million in
Fiscal 2019 to 2265 million accounts by Fiscal 2023. Current accounts witnessed a higher CAGR at 15.7% albeit on a lower
base while savings accounts grew at a CAGR of 6.6% in the same period accounting for 94% of the total CASA accounts.
Increase in number of savings and current account will result in growth of debit cards being issued by the banks.
Data pertains to scheduled commercial banks and excludes interbank deposits.
Rising number of Payments Cards Issued in India
Total Payments Cards Issued (Million), India, 2020 – 2030F
179Source: Frost & Sullivan
Note: Fiscal 2025-2030 is Forecasted
The total payment cards being issued in India, inclusive of credit cards, debit cards, prepaid payments instrument ("PPI") was
257 million units in 2020, and reached a total of 318 million units being issued in 2023. This number grew to 302 million units
in 2025 and is projected to reach 519 million units by 2030, with an expected compound annual growth rate ("CAGR") of
11.4% from Fiscal 2025 to Fiscal 2030.
Total Payments Card Market Size in India
In 2020, the total market for payment cards in India, which includes credit cards, debit cards, and PPI, was valued at ₹ 9,071
million. By 2025, this market had expanded to ₹ 26,096 million , and it is projected to reach ₹ 61,684 million by 2030, growing
at a compound annual growth rate (CAGR) of 18.8% during the Fiscal 2025-30 period. This market size highlights the potential
for card manufacturers in India.
Total Payments Card in Circulation in India
180The total number of payment cards in circulation in India, encompassing credit cards, debit cards, and PPIs, stood at 1,083
million units in 2020. By 2025, this figure had increased to 1,474 million units and is anticipated to grow to 2,225 million units
by 2030, with an expected CAGR of 8.6% from 2025 to 2030.
Among the various segments, credit cards are expected to experience the highest growth, with a projected CAGR of 24.6% in
the Fiscal 2025-30 period. PPI are expected to follow, with a CAGR of 11% in the same period of Fiscal 2025-30.
Low Payments Card Penetration in India
In 2024, on average, each individual in India possesses nearly 0.88 payment cards, with debit cards being the most prevalent.
For aged 15+, this was 1.27.
Payment cards penetration varies significantly across the USA, Europe, China, and India due to differences in economic
development, financial infrastructure, and consumer behavior. In the USA, cards usage is widespread, with a high penetration
rate of 7.2 for population aged 15+, driven by established financial systems and a culture of credit reliance. Euro area also
exhibits significant card penetration at 2.3 (population aged 15+), though there is a notable preference for debit cards over credit
cards, particularly in countries like Germany and the Netherlands where debt aversion is stronger. In China, the cards
penetration is very high at 8 (population aged 15+) driven by debit cards. India's card penetration, both credit and debit, is on
the rise, buoyed by government initiatives and financial inclusion.
Transit Cards / National Common Mobility Card ("NCMC") Cards to aid demand for debit cards
The NCMC Rupay Debit Cards have the provision of storing money on the card which can be used to initiate contactless wallet
payments (offline payments) across various use cases like toll, metro, railways, transit, parking etc.
Use cases like Transit cards / NCMC will aid demand for debit cards in the country.
Demographic dividend as a key driver for payment cards
181The demographic dividend, characterized by a growing working-age population, is poised to significantly drive the growth of
debit and credit card issuance. As more young adults enter the workforce, their financial independence and purchasing power
increase, leading to a higher demand for banking services, including debit and credit cards. This growth is fueled by higher
consumer spending, urbanization, digital adoption, financial inclusion efforts, access to credit, and financial innovation,
collectively fostering a robust market for card-based transactions.
Jan Dhan Accounts as a key driver for debit cards
The share of JanDhan accounts in overall number of savings accounts has increased steadily from 13% in Fiscal 2015 to 21%
in Fiscal 2019 and 23% in Fiscal 2023. A significant proportion of JanDhan accounts do not have debit cards issued to them
yet, which presents an opportunity for both banks and card manufacturers.
With increase in usage of JanDhan accounts, there will be an increasing demand for JanDhan accounts linked debit cards. Per
latest data, there are now a total of 522.5 million JanDhan accounts as on 15th May 2024, while only 355.5 million, or 68%,
possess Rupay debit cards.
Industry Widening the Net with Co-Branding Credit Card Partnerships
The co-branding credit card partnership industry is rapidly expanding, witnessed through strategic collaborations between
various industry players and financial institutions. India has seen a surge in this trend, with companies like Amazon, Airtel,
Flipkart, Myntra and Swiggy partnering with prominent banks to introduce co-branded credit cards, transforming the way
customers make payments.
Co-branded credit cards, which combine the branding of a credit card issuer and a partner company, offer benefits to both sides.
Banks gain access to the partner company's customer base, leading to increased card applications and usage. Simultaneously,
partner companies foster customer loyalty by offering card-related rewards and benefits.
This growth in co-branded credit cards in India reflects a shift from a primarily debit card market to increased reliance on credit
cards. Factors such as the surge in online shopping and attractive rewards from financial institutions have contributed to this
shift. Approximately 6.2% of India's population now uses credit cards, with major banks like HDFC, SBI, ICICI, and Axis
Bank dominating the market. HDFC Bank, for instance, has been actively forming partnerships to expand its portfolio of co-
branded credit cards. Similarly, ICICI Bank has collaborated with entities like Amazon and MakeMyTrip to offer unique co-
branded credit cards.
While the exact market share of co-branded credit cards in India remains low (<30%), this figure is expected to rise as banks
continue to collaborate with various sectors. Notably, Indian banks are also partnering with FinTech companies as a strategic
response to emerging competition from new-age payment banks like Paytm and Airtel Payments Bank.
On a global scale, the co-branding credit card market is evolving, especially in the United States, where co-branded credit cards
are gaining popularity among travellers. Originally starting with a partnership between Continental Airlines and a bank in 1986,
co-branded cards now play a significant role in fostering customer brand loyalty. Brands beyond the travel industry, such as
Amazon, are entering this space, offering enticing rewards and experiences to cardholders.
Key trends in the global co-brand card market include higher charge-offs, rising rewards costs, and evolving financial
partnerships that focus on profit-sharing. Moreover, the traditional payment and banking landscape is undergoing substantial
changes, emphasizing digitization and big data, which lead to more personalized customer experiences and collaborative
management strategies between card issuers and merchants.
Product Mix
182While plastic cards are expected to witness a declining growth at -10.2%, metal cards and eco-friendly cards are expected to
grow at a CAGR of 51.8% and 106.1% in the Fiscal 2025-30 period.
The banking industry is moving towards sustainability looking to foster positive environmental change. Mastercard has
committed to phasing out PVC plastics from its payment cards by 2028, moving to recycled or bio-based materials. Similarly,
Triodos Bank provides biodegradable debit and credit cards in selected countries, and Deutsche Bank intends to use only
recycled PVC for its cards by the end of 2024.
In India, Airtel Payments Bank has embraced the eco-friendly initiative by launching debit cards made from recycled PVC.
As the industry moves towards driving positive environmental change, the switch to recycled materials augurs well for cards
manufacturing vendors as they stand to gain due to higher realization.
Metal Cards
Metal cards are premium products offered to affluent and aspirational customers by banks and fintechs, and there are also a few
start-ups like OneCard solely offering metal cards to their customers. The emergence of metal payment cards marks a significant
milestone in the evolution of financial transaction tools. Initially perceived as a status symbol, these cards have transcended
their elite roots to become a broader symbol of financial sophistication and security. Metal cards serve as an effective tool for
companies to strengthen their relationship with high-value customers and to make their brand stand out.
Origin of Metal Cards
The genesis of metal payment cards can be traced back to the early 21st century, with American Express leading the charge in
1999 through the introduction of the Centurion Card, often referred to as the "Black Card." This card set a precedent in the
industry, not just for its metallic composition but for the exclusive services and status it conferred upon its holders. It was a
tangible symbol of affluence, targeting high-net-worth individuals who sought both luxury and distinction in their financial
instruments.
Initially, these cards were exclusive to the wealthy due to the cost-intensive nature of metal manufacturing. However,
advancements in technology and production methods have made metal cards more accessible. The typical metal card is crafted
from stainless steel, brass, copper, or titanium, offering a distinctive heft and durability that plastic cards cannot match. This
evolution in material and design reflects a shift in consumer preferences towards products that offer both aesthetic appeal and
functional durability.
Metal Cards Market Outlook
The audience for metal payment cards has significantly expanded from its high-net-worth beginnings. Initially targeted at the
affluent, these cards now cater to a wider demographic, including the mass-affluent, millennials, and Gen Z consumers. This
shift is attributed to the changing perceptions of value, where consumers are increasingly associating metal cards with enhanced
security, durability, and a sophisticated payment experience. Perceived as a status symbol, metal cards act as a key differentiated
offering to the marquee customers of various banks.
Global Metal Cards Market Size and Growth Outlook
183The global metal cards market is expected to grow from 23 million units in 2020 and 49 million units in 2024 to 113 million
units in 2030 at a CAGR of 15% (2025-30). This robust growth is anticipated to be fuelled by a combination of factors. As
consumer demand for premium payment cards rises, financial institutions are increasingly adopting metal cards to differentiate
their offerings and cater to customer preferences for durable and distinctive products. The market expansion is also likely to be
driven by the broadening appeal of metal cards among various consumer segments, including tech-savvy millennials and Gen
Z who value the blend of functionality and luxury. Furthermore, advancements in technology that enhance the security and
convenience of metal cards, such as contactless payment and biometric verification, are expected to contribute to the market's
growth.
India Metal Cards Market Size and Growth Outlook
The total metal cards in circulation in India is expected to grow from 3.7 million units in 2025 to 40.4 million units in 2030
growing at a CAGR of 61.3% between Fiscal 2025 - 2030.
184The distribution of metal cards in India is projected to expand significantly, rising from 0.1 million units in 2020 to 11.8 million
units by 2030, with an impressive compound annual growth rate (CAGR) of 51.8% between Fiscal years 2025 and 2030.
Metal credit have become sought-after status symbols globally, particularly among younger demographics and emerging
markets like India. There’s a strong preference for metal cards particularly among new age consumers. Consumers are willing
to use their metal cards more frequently than others. Gen Z and millennials increasingly prefer metal cards as it represents status
and aspiration for younger demographics in vibrant payment markets like India. Banks leverage metal cards as marketing assets
to enhance customer relationships and appeal to high-value and trend-driven consumers. These cards offer unique design
possibilities, from etching to high-definition coloring techniques, making them both functional and fashionable accessories.
The Indian metal cards market grew from ₹ 257 million in Fiscal 2020 to ₹ 3054 million in Fiscal 2025 and is expected to grow
to ₹ 23,411 million in Fiscal 2030 growing at a CAGR of 50.3% between Fiscal 2025 - 2030.
The market size represents the opportunity for metal card manufacturers who take end to end responsibility of cards disbursal
to the consumer from the moment a consumer is signed up to get a card and the KYC (Know Your Customer) is completed.
Prioritizing Metal cards Globally
As governments worldwide prioritize secure and efficient identification systems, the adoption of metal ID cards is poised to
increase. In India, the integration of metal cards into government programs could enhance security, reduce fraud, and improve
user experience. Globally, the trend towards digitalization and secure identification will likely drive further innovation and
adoption in the metal card industry.
India
• Employee Access Badges: Organizations in India are implementing access control badges for their employees to
enhance security and streamline identification processes.
Global Examples
• United States:
o Government ID and Access Management: The U.S. General Services Administration ("GSA") offers
federal credentialing services to manage employee identity, credentials, and access securely and efficiently.
• Portugal:
o e-ID Citizen Cards: The Portuguese government selected Gemalto to provide their national e-ID Citizen
Card, which serves as the national ID document for all Portuguese citizens.
• Germany:
o e-Healthcare Cards: Gemalto delivered 35 million e-health insurance cards for German citizens, containing
emergency data and e-prescriptions, enhancing healthcare services' efficiency and security.
• Mexico:
185o e-Driver’s Licenses: Mexico's licensing authority used Gemalto's smart card platform to issue e-driver's
licenses, incorporating advanced security features.
• United Kingdom:
o Digital ID System Proposal: There is growing public support in the UK for the introduction of universal
digital ID cards, with proponents citing benefits such as enhanced public sector efficiency and reduced fraud.
Projected Growth in Digital Merchant Payments
India's digital payments market is expected to reach $10 trillion by 2026. Within this, digital merchant payments are projected
to grow significantly, reaching between $2.5 to $2.7 trillion, indicating a substantial shift towards digital transactions among
merchants. Some of the key drivers of merchant digitization will be:
1. Unified Payments Interface ("UPI") Expansion: UPI continues to be a significant driver, with initiatives like UPI
Lite and UPI Tap & Pay enhancing microtransaction capabilities.
2. Open Network for Digital Commerce ("ONDC"): ONDC aims to democratize digital commerce, enabling small
and medium enterprises (SMEs) to access broader markets through digital platforms.
3. Integration of Central Bank Digital Currency ("CBDC"): The introduction of the e-rupee is set to provide
merchants with a secure and efficient digital payment alternative, further promoting digitization.
4. Advancements in Payment Technologies: The adoption of AI-powered fraud detection, contactless payments, and
QR code-based transactions is enhancing the digital payment experience for both merchants and consumers.
The trajectory of merchant digitization in India suggests a continued decline in cash transactions, with digital payments
becoming increasingly prevalent. Government policies, technological innovations, and consumer demand are expected to
further accelerate this shift, positioning India as a global leader in digital commerce.
Smart Card / Government ID Market in India
In recent years, the Indian government has unveiled a PVC-based Aadhaar Card, which has garnered popularity for its durability
and resilience compared to the traditional paper version. This new iteration offers enhanced sturdiness, ease of carrying,
security, and environmental sustainability due to its recyclable plastic construction.
The smart cards for government ID in India comprises of driving licenses, aadhaar cards and e-passport. Smart card driving
licenses have been in circulation since sometime now and totaled 27.8 million in circulation in 2020, and is expected to reach
a total of 192.3 million units in circulation by 2030.
Smart cards for aadhaar were rolled out in 2021 when the total units in circulation were 8.2 million. The same is expected to
reach 43.1 million units in 2025 and further grow to 62.5 million units in circulation by 2030.
Similarly, smart cards for e-passport is expected to be rolled out in 2025 and is expected to have around 3.5 million units in
circulation. The same is expected to grow to 66.7 million units by 2030 growing at a CAGR of 80% over the Fiscal 2025-30
period.
Smart Cards / Govt. ID in Circulation
186The total smart cards in circulation in India was 27.8 million in 2020, which grew to 111.0 million cards by 2024 and 137.7
million in 2025, and is expected to reach 321.5 million by 2030.
While the cards in circulation continues to grow, its critical to understand the total units being issued each year to highlight the
traction the segment is gaining year on year.
The total smart cards being issued for government ID inclusive of aadhaar card, driving licenses and e-passport was 8.4 million
units in 2020, and reached a total of 26.7 units being issued in 2025. The same is expected to reach 45.7 million units by 2030.
Smart cards for aadhaar cards were introduced only in 2021 while for e-passports its expected to debut by 2025.
Smart cards for driving license is expected to grow at a CAGR of 6.6% in the 2025-2030 period.
187The Indian smart cards for government ID market, inclusive of aadhaar card, driving licenses and e-passport is expected to
grow from ₹ 795 million in 2020 to ₹ 2,376 million in 2025 and reach ₹ 7,218 million in 2030 growing at a CAGR of 24.9%
between 2025 - 2030.
The market size represents the opportunity for card manufacturers who take end to end responsibility of cards disbursal to the
consumer from the moment a consumer is signed up to get a card.
Smart cards for aadhaar cards were introduced only in 2021 while for e-passports it’s expected to debut by 2025.
Smart cards market size for driving licenses is expected to grow from ₹ 795 million in 2020 to ₹ 1,622 million in 2025 and
reach ₹ 2231 million by 2030 growing at a CAGR of 6.6% in the 2025-2030 period.
Smart cards market size for e-passports is expected to grow from ₹ 696 million in 2025 to ₹ 4,959 million in 2030 growing at
a CAGR of 48.1% in the 2025-2030 period.
Credit / Debit cards market in India
Overview of Credit Card Ecosystem in India
Traditionally, major Indian banks like HDFC, SBI, ICICI, and Axis have dominated the credit card industry. However, the
emergence of FinTech companies like OneCard, Scapia, Niyo and Fi could transform the banking landscape by revolutionizing
the way banks operate by introducing digital innovations across various sectors. Cards are extremely important for FinTech
companies as in most cases cards are the only physical touch-points that they have with their customers. In recent years, the
credit industry has witnessed the introduction of popular offerings from neobanks globally.
188Competition among these credit card issuers in India centers around several factors, including user-friendly interfaces,
streamlined KYC processes, effective advertising, a wide range of investment options, EMI and loan facilities, and low
transaction fees. A crucial competitive element is ensuring secure transactions, offering rewards and cashback incentives to
attract users, facilitating hassle-free payments without the need for OTPs, maintaining transparency, and diversifying services,
such as offering digital wallets and using virtual credit cards for transactions instead of traditional fiat currency.
In the coming years, international credit card issuers are keen on gaining a foothold in the Indian credit card market, either
through independent operations or co-branding partnerships. Credit card industry in India holds significant potential for
expansion across the country if its challenges can be swiftly addressed, paving the way for widespread adoption of credit cards.
Emergence of fintech players in the market
The fintech revolution in India, particularly in the payment cards market, is a testament to the country's rapid digital
transformation. This evolution is not just about the technology itself but also reflects a deeper change in consumer behaviour,
regulatory landscapes, and the financial ecosystem at large.
The fintech sector in India has seen substantial investment, signifying investor confidence in its growth potential. The rapid
influx of capital into the sector has enabled fintech companies to innovate, scale, and diversify their offerings. This growth
trajectory is expected to parallel the success stories of fintech ecosystems in other emerging economies, like Brazil, indicating
a potential market capitalization that could redefine the financial landscape in India.
The surge in digital payments can be attributed to the increasing acceptance and implementation of innovative fintech solutions.
Payment Service Providers ("PSPs") have established a stronghold in domestic payments, with a focus on real-time account-
to-account payments, payment gateways, and POS providers. These entities are expanding beyond payment acceptance to offer
comprehensive merchant solutions. The fintech landscape in India is also diversifying into other areas like lending, wealthtech,
insurtech, and fintech infrastructure, including banking as a service ("BaaS") and neobanking
Fintech investment and deal activity in India have been robust, with the sector witnessing record investments. This influx of
funding has enabled fintechs to focus on customer retention and engagement by introducing new revenue streams and cross-
selling related services and products. Successful fintech unicorns in India have relied on a customer-centric approach, scaling
customer acquisition through significant marketing investments, and gradually expanding into full-service ecosystems and
super-apps across broader financial services categories.
The emergence of fintech players in the Indian payments market is a narrative of innovation, resilience, and adaptability. It is
a journey from being mere payment service providers to becoming integral players in the financial ecosystem, offering a wide
array of services that cater to the evolving needs of a diverse and growing customer base.
Evolution In Credit Cards Business Model
There are multiple business models within the credit card segment which reflect the evolving landscape of the credit card market
in India, showcasing innovation, partnership, and adaptation to changing regulatory environments.
189Conventional Credit Card Model: Issuers in India design stand-alone credit card products without collaborating with other
parties to split revenue. For services like platform development, which the issuers themselves own and manage, they frequently
work with technological partners. For a period of three to five years, these technology partners may also modify, deploy, and
oversee these systems. This model's emphasis on issuers building internal capabilities—from client acquisition to servicing—
is a key component. It has a strong emphasis on digital transformation, which includes customer journey optimization,
technology advancements, digital acquisition tactics, and mobile applications. Because the revenue and profit are not split with
outside parties, this model offers significant returns even though it necessitates a sizable initial investment and time.
Co-branded Partnerships Model: In this model, issuers collaborate with another brand to develop a specific credit card
product, and they split the profits from interest, fees, and subventions. Under this framework, issuers must develop infrastructure
for many channels, such as digital onboarding, customer support, and rewards management, which is akin to standalone credit
cards. The co-branding partner mostly concentrates on finding and promoting new clients, even though the bank oversees the
consumer directly. Because the partner brand is marketing the product, this technique makes acquiring customers easy. After
the customer is on boarded, there are also chances for cross-selling further products. But new Reserve Bank of India (RBI)
regulations have made data sharing more difficult, which influences partner brands' ability to cross-sell.
The Bank Identification Number ("BIN") Sharing Model: BIN is shared by credit card issuers with partners, who utilize it
to issue credit cards, according to the BIN-sharing business model. Through a fee-per-card arrangement or the sharing of
interchange fees, both parties profit from consumer transactions. Under this arrangement, the primary issuing bank functions
in the background while the partnered company serves as the conduit that interacts with customers. The partners contribute to
the co-creation of the product, underwriting, and other essential elements needed for the credit card industry. This model has
become well-known for its use of technology to draw clients, and it has issued a sizable quantity of credit cards in India. It
makes it possible for issuing institutions to swiftly expand their issuance and easily create a revenue stream. The new RBI
regulations on data sharing, however, may influence this business model since partnering firms will have to rethink and modify
their strategies to remain competitive.
Personalization and Certification
Personalization
A personalization bureau handles the physical and electronic encoding of end-user data, including tasks such as PIN printing,
embossing, indenting variable data, automated affixing, packaging, and assembling all components of debit and credit cards.
Additionally, some bureaus offer services that enable customers to customize the appearance of their cards. Card personalization
involves handling sensitive data that is printed on the card's surface. This requires a dedicated process, complete infrastructure,
organization, equipment, and trained staff.
Personalization is also used as a tool to enhance brand recognition. This can be achieved by allowing banks to co-design cards
with their customers, enabling them to establish a strong brand identity and make each card unique. The idea is to create instant
recognition and connection between the card and the brand.
Its critical for payments card manufacturers to strategically decide on the location of such personalization bureaus. Proximity
to customers is crucial as a strategic location enhances logistics and distribution efficiency, reduces turnaround time, improves
customer service, strengthens supply chain management and fosters collaboration among others.
Certification
Certification is crucial for the acceptance and usability of cards. This certification is essential for the cards to be used globally
and accepted across various payment platforms. The certification process ensures that the cards meet all necessary security and
operational standards, making them reliable and secure for transactions.
For all payment cards, it's essential to be fully certified by all major payment schemes. This ensures that the cards are accepted
universally across different platforms and by various card brands. Such certification is a testament to the card's compliance with
security and operational standards set by each payment scheme.
Metal Cards Delivering Higher Margins for Manufacturing Entities
Metal payment cards have not only redefined the aesthetic and tactile experience of financial transactions for consumers but
have also carved out a lucrative niche for manufacturers in the payment card industry. The substantial margins associated with
these premium cards offer a compelling case for manufacturers to innovate and expand their production capabilities.
As the metal cards market globally is expected to grow at a CAGR of 15% from 2025 until 2030, it represents a golden
opportunity for manufacturers, as the production of metal cards, while more complex and costly than traditional plastic cards,
commands higher prices and larger profit margins. These cards are included in over 100 card programs globally and are backed
by some of the top issuers in the United States, indicating their widespread acceptance and the scale of demand.
190Brand Differentiation and Value Proposition
Manufacturers benefit from brands' pursuit of delivering luxury experiences to consumers. Key players have aligned with
prominent brands, leveraging the allure of metal cards to enhance the perceived value of customer offerings. For example,
collaborations with companies such as Disney and American Express to create exclusive metal card designs offer substantial
potential for additional charges, thanks to the distinctive aesthetics of the cards and their limited availability.
Innovations Driving Demand
The demand for metal cards is further amplified by technological advancements that manufacturers are incorporating into their
products. Innovations such as dynamic CVV technology, LED-lit cards, and multifunctional cards with secure authentication
capabilities not only offer enhanced security features but also provide a unique selling proposition that can command a premium
in the market.
Sustainability as a Competitive Edge
Moreover, the industry's move towards sustainability provides an additional avenue for manufacturers to create value. By
utilizing recycled materials, companies can attract a growing segment of environmentally conscious consumers, potentially
justifying a higher price point for the sustainable production of these cards.
Factors Contributing to The Growth of Credit Cards in India
The growth of credit cards in India, an increasingly important financial trend, is shaped by several key factors. This phenomenon
reflects broader shifts in the country's economic, technological, and consumer landscapes. While the credit cards penetration in
the country has increased, we also have consumers who carry multiple cards.
• Increased Digitalization: Digitalization has played a crucial role in the rise of credit card usage in India. As the country
witnesses a rapid increase in smartphone and internet access, digital payments have become prevalent leading to an increase
in the usage of cards-based payments. The ease of obtaining credit cards, combined with the growing awareness and co-
branded card offerings, has led to their increased popularity. The trend is evident in partnerships like Flipkart and Axis
Bank's co-branded credit card, which offers cashback and other benefits, making it an attractive option for online shoppers.
• Under-Penetrated Credit Card Market: In 2022, the credit and charge card (Similar to credit cards but with the key
difference that the entire outstanding balance must be paid off in full each billing cycle) penetration were only 6.3 cards
per 100 individuals, compared to 71.7 for debit cards. Yet, credit and charge cards accounted for a significant 63.2% of
card payments by value. This low penetration rate, in contrast to the higher per capita credit card spend, indicates significant
growth potential in the credit card market. The Reserve Bank of India's efforts, such as the establishment of the Payments
Infrastructure Development Fund ("PIDF"), have also supported this growth by expanding payment infrastructure,
particularly in smaller cities.
• Increasing Organized Retail Penetration E-commerce has seen explosive growth in India, with the online retail market
estimated to have reached around $40 billion in 2021. This growth is fuelled by the increasing number of online shoppers,
particularly in smaller cities. The expansion of categories like fashion, general merchandise, and groceries in e-retail has
made it more accessible and attractive to a broader audience. The growth in the online shopper base, including the addition
of 40-50 million new shoppers in 2022 alone, is a testament to this trend.
• Continuous Improvements in Payments Infrastructure: Government initiatives have been crucial in enhancing the
payments infrastructure. Notable steps include the abolition of merchant service fees on RuPay cards thus encouraging
merchants to accept cards, and also setting up of PIDF aimed at expanding payments infrastructure by offering subsidies
to merchants on installation of POS terminals and QR codes. These developments make it easier for merchants, particularly
in less urbanized areas, to accept card payments, thereby broadening the scope and convenience of using credit cards.
• Credit Access: Credit cards provide users with a line of credit, enabling them to make purchases even when they do not
have sufficient funds in their bank accounts. This access to credit can be essential for managing cash flow and unexpected
expenses.
• Co-branded cards with additional perks: Co-branded credit cards often come with additional perks like airport lounge
access, exclusive event access, and discounts on dining, shopping, and travel, enriching the lifestyle of cardholders.
• Fraud Protection: Credit cards often come with robust fraud protection measures. Cardholders are typically not liable for
unauthorized transactions, providing peace of mind and added security for online and offline purchases.
191• Transaction failure rates: While credit card transactions generally benefit from a more mature and reliable infrastructure,
the failure rates in other digital transactions can be higher due to dependence on network conditions, rapid scaling, and the
complexity of involving multiple stakeholders.
Factors Contributing to The Growth of Debit Cards in India
The growth of debit cards in India is a multifaceted phenomenon, driven by several factors including increased banking
coverage, government initiatives, and specific schemes like the Pradhan Mantri Jan Dhan Yojana ("PMJDY").
• Increasing Banking Coverage / Penetration and More Accounts per Head: The number of debit cards in India saw a
significant increase, growing from 771.6 million to over 961.3 million in the past six years. This increase has been
supported by the issue of 296 million RuPay debit cards to Basic Savings Bank Deposit ("BSBD") account holders,
demonstrating the impact of expanding banking coverage and financial inclusion.
• Issuance of Debit Cards under PMJDY Scheme: The Pradhan Mantri Jan Dhan Yojana ("PMJDY") has been a key
driver in debit card growth. As of 2022, 319.4 million RuPay debit cards have been issued to PMJDY account holders,
significantly contributing to the total number of debit cards in circulation. This scheme has been instrumental in extending
financial services to marginalized and socio-economically neglected classes, thereby boosting debit card issuance and
usage.
• Government Initiatives: The Indian government's initiatives have played a significant role in promoting digital payments
and debit card usage. For instance, the government's US$170 million plan to promote RuPay debit cards aimed to increase
their use among marginalized populations. As of November 2021, over 600 million RuPay debit cards had been issued.
The overall digital payments in India, which include debit card transactions, have witnessed a compound annual growth
rate ("CAGR") of 61% in volume and 19% in value over the past five years, indicating a steep shift towards digital
payments
• Transit Cards / National Common Mobility Card ("NCMC") will aid demand for debit cards: The NCMC Rupay
Debit Cards have the provision of storing money on the card which can be used to initiate contactless wallet payments
(offline payments) across various use cases like toll, metro, railways, transit, parking etc. Use cases like Transit cards /
NCMC will aid the demand of debit cards in the country.
• Card Expiry – A Built-in Market: Cards typically expire within three to seven years. This built-in obsolescence ensures
a continuous market for card manufacturers, as banks and financial institutions must routinely issue new cards to maintain
customer service and compliance.
• Demographic dividend as a key driver for payment cards – Rising middle class and increasing working age population
drives the issuance of credit and debit cards through higher disposable incomes, access to credit and targeted banking
services.
• Premiumization of cards: Premiumization of existing cards presents opportunities for card manufacturers as existing card
holders upgrade their debit cards. This trend is driven by the increasing demand for enhanced features, lucrative offers and
personalized services through strategic partnerships. This proactive approach not only enhances customer satisfaction but
also drives growth and competitiveness in the dynamic financial sector.
Growth of Debit & Credit Cards in India
Debit Card Transactions by Volume
192Fiscal 2025 Credit Card volumes are F&S estimates.
Both total number of transactions as well as value for debit card has fallen in the Fiscal 2021-25 period, with the value falling
from ₹ 6,626.7 billion in Fiscal 2021 to ₹ 4,962 billion in Fiscal 2021-25. This degrowth can be attributed to the inclination
towards UPI due to ease of use and small to medium merchants pushing for UPI. e.
This indicates a significant drop in debit card usage, particularly for routine, low-value purchases. However, this decline is not
solely due to reduced consumer spending—it reflects a behavioral shift wherein smaller ticket-size payments are increasingly
being routed through UPI. As a result, debit cards are now being used less frequently but for relatively higher ticket-size
transactions such as e-commerce purchases, travel bookings, and utility payments etc.
The trajectory for credit card transactions by volume indicates a robust expansion, as it has risen from 1,764 million in Fiscal
2021 to 4,800 million in Fiscal 2024 to 2025, marking an impressive CAGR of approximately 28.4% over the four-year period
from Fiscal 2021 to 2025.
Fuelling this surge is a combination of heightened consumer confidence, an uptick in e-commerce, and increased rewards
programs that incentivize credit card usage. Additionally, financial institutions are constantly innovating with features that cater
to a tech-savvy population, while security enhancements make credit transactions more secure, further contributing to this
growth trend.
The value of credit card transactions has also risen from ₹ 6,304.1 billion in Fiscal 2021 to an estimated ₹ 21,160 billion by
Fiscal 2025, with a CAGR of 35.4% during this period. This growth is influenced by the growing middle class and their
increasing purchasing power. The convenience and efficiency of credit cards in facilitating digital transactions, along with the
expansion of the online retail sector, are key growth stimulants. Enhanced security measures and lucrative rewards programs
further bolster the appeal of credit cards.
Card Expiry and Renewal - Additional market potential
In the world of finance, debit and credit cards have become indispensable. As these cards come with an expiration date, their
renewal cycles create significant opportunities for manufacturers.
Opportunities:
193• Card Expiry – A Built-in Market: Cards typically expire within three to seven years. This built-in obsolescence ensures a
continuous market for card manufacturers, as banks and financial institutions must routinely issue new cards to maintain
customer service and compliance.
• Technology Upgrades: Card renewal cycles coincide with technological advancements. Features like EMV chips,
contactless payments, and biometric security are constantly evolving. Each renewal cycle is an opportunity for
manufacturers to upgrade the technology, enhancing security and user experience.
• Customization and Branding: Renewal periods offer a chance for financial institutions to refresh their branding.
Manufacturers can capitalize on this by offering innovative designs, personalized cards, and co-branded partnerships,
turning the humble card into a branding tool.
Trends Influencing the Card Manufacturing Sector
• Sustainability Push: The trend towards eco-friendly materials is growing. Biodegradable plastics and metal cards are
gaining traction, opening new avenues for manufacturers in sustainable card production.
• Digital Integration: With digital wallets and virtual cards on the rise, physical cards are integrating with digital services.
Manufacturers are exploring ways to make physical cards a seamless part of the digital payment ecosystem.
• Security Enhancements: As fraud techniques evolve, so does card security. Manufacturers are investing in advanced
encryption, dynamic CVV codes, and integrated fingerprint sensors to stay ahead of threats.
• Customization Surge: Personalization is key in the current market. Customers seek unique designs, and manufacturers are
responding with customizable card options, including DIY design interfaces and a variety of materials and finishes.
Growth In Unsecured Retail Loans – Share of Credit Cards as Part of Unsecured Loans Market
The expansion of unsecured personal loans, encompassing credit card receivables, consumer durable loans, and other personal
loans, in banks between March 2017 and March 2024, recorded a CAGR of 20.9% growing from ₹ 4.26 trillion in March 2017
to ₹ 13.32 trillion by March 2023. This surpassed the growth rate of personal loans, which demonstrated a CAGR of 14.5%
over the same period (growing from ₹ 18.6 trillion in Fiscal 2017 to ₹ 41.83 trillion by Fiscal 2023). Unsecured personal loans
now constitute nearly one-third of the total personal loan portfolio of banks (which amounts to approximately ₹ 53.31 trillion
as of March 31, 2024.
Numerous factors have contributed to the significant surge in unsecured personal loans. These include demographic changes,
the formalization of the economy, increased purchasing power, the prevalence of FinTech companies, widespread availability
of the Internet and feature phones, the uptake of digital payment platforms, among others.
194There has been a significant rise in credit card usage, accompanied by a corresponding increase in outstanding receivables.
Credit card receivables have been on an uptrend and has increased from ₹ 0.57 trillion in August, 2017 to ₹ 2.57 trillion in
March, 2024. The surge in credit card outstanding receivables in India reflects evolving consumer preferences, and increased
access to credit. The total credit card portfolio stood at ₹ 2.87 trillion as of February, 2025.Credit card debt accumulates when
consumers choose to switch from making a single, lump-sum payment to an instalment payment plan ("EMI"), in which they
pay the minimum amount owed and either roll over or revolve their payment, or they take out credit card loans. In a quieter
climate for corporate lending, banks' growing emphasis on retail loans has resulted in increased expansion of credit card and
other unsecured retail lending.
The rapid expansion of credit cards within India's unsecured loans market can be attributed to several key factors. Recent data
reveals a notable surge in credit card spending in India, significantly contributing to the growth of the unsecured credit sector.
This surge in credit card usage can be linked to several drivers. One crucial factor is the proliferation of digital and information-
driven lending, which has propelled the expansion of retail credit, particularly in unsecured consumption-oriented products.
TransUnion CIBIL reported a compounded annual growth rate (CAGR) of 47% in this segment from March 2021 to March
2023 (Transunion Cibil). This growth is fuelled by the widespread adoption of digital payment methods and the increased
availability of credit through online platforms, making it more convenient for consumers to access and utilize credit cards.
There’s a growing preference among consumers for credit card usage as opposed to other forms of borrowing. Notably, the
heightened credit card spending also elevates the risk of defaults, which banks are closely monitoring.
Regulatory Interventions in The Credit Cards Industry
1) New Guidelines on Credit Card Issuance: In April 2022, the Reserve Bank of India ("RBI") introduced fresh directives
regarding credit and debit card issuance. These directives encompassed various aspects, such as the closure of credit cards,
billing practices, and obtaining customer consent. Lenders were mandated to secure customer consent on multiple fronts,
furnish essential fact statements during the application process, and bolster their mechanisms for addressing grievances.
Additionally, these guidelines sought to ensure transparency regarding the reasons for credit card application rejections
and mandated compensation for unsolicited credit card issuances.
2) Enhancing Risk Weights and Strengthening Credit Standards: Building on these measures, further regulatory actions
were implemented in November 2023, with a specific focus on consumer credit and bank credit provided to non-banking
financial companies ("NBFCs"). These measures included an augmentation of risk weights for consumer credit exposure
195by commercial banks and NBFCs, as well as for credit card receivables. Banks were encouraged to review their sector-
specific exposure limits for consumer credit and establish Board-approved limits for various sub-segments, with the
overarching aim of reinforcing prudent risk management practices.
The RBI's guidelines also targeted several areas to enhance transparency and safeguard customer interests:
• Billing Cycle and Promotional Offers: Card issuers were made accountable for any delays or non-delivery of cashbacks,
discounts, or other offers promoted by co-branding partners.
• Reporting and Penal Charges: The rules stipulated that only credit card accounts labelled 'past due' for more than three
days could be reported as overdue, while penal interest charges were to be computed based on the outstanding balance
from the payment due date.
• Prompt Billing Statements: Card issuers were obligated to ensure the timely delivery of bills/statements, providing
consumers with at least a fortnight for payment before incurring interest.
• Disputed Transactions: Charging disputed transactions labelled as fraud was prohibited until the issue was resolved.
• Flexibility in Billing Cycle: Cardholders were granted a one-time option to modify their credit card's billing cycle to better
suit their needs.
3) Recent RBI regulations impacting fintech companies issuing credit cards: The regulations underscore RBI's
commitment to ensuring consumer protection, data privacy, and fair practices in the fintech and banking sectors. By
restricting the issuance of credit cards to regulated entities and enhancing transparency, the RBI aims to foster a more
secure and customer-friendly financial environment
• Issuance of Credit Cards: Only banks / NBFCs are authorized to issue credit cards. Fintech companies must collaborate
with these entities to offer credit cards. This move ensures that only regulated financial institutions with adequate risk
management frameworks are involved in issuing credit cards.
• Data privacy and sharing: The RBI has prohibited co-branding partners from accessing customer data post-issuance of
credit cards. This regulation ensures that customer data remains secure and is not misused by third parties.
Credit / Debit cards market in select global markets
Total Number of Payment Cards Globally
The total payment cards in circulation were 19.1 billion in 2024 and is expected to reach 21.6 billion by 2029, growing at a
CAGR of approximately 2.5% between 2024-29. This segment's growth is driven by a global shift towards digitized transactions
including card based payments, a trend accelerated by the COVID-19 pandemic. The convenience of contactless payments,
robust security protocols, and growing consumer trust in digital transaction methods (including card based payments) are key
factors fueling this growth. Furthermore, government initiatives promoting financial inclusion and modernization of payment
infrastructures in emerging economies contribute significantly to the expansion of the total payment cards market.
In 2024, debit cards in circulation were 15.6 billion units expected to increase to 17.7 billion in 2029, with a CAGR of 2.6%
between 2024-29. The growth in debit card usage is attributed to factors such as the ease of obtaining them with new bank
accounts, the rise in online and in-store shopping, and the general shift away from cash. Debit cards also offer enhanced security
features and are increasingly integrated with digital wallets and contactless payment technologies.
196The credit cards market had 3.4 billion units in circulation in 2024, and it is expected to reach 3.7 billion units in 2029, at a
CAGR of 1.8% from 2024 to 2029. The growth in credit card usage is driven by an increase in consumer spending, growing e-
commerce platforms, and the expansion of global travel. Credit cards are also popular due to the associated benefits such as
reward points, cashback offers, and the ability to build a credit history. Additionally, financial institutions are constantly
innovating credit card features, such as introducing co-branded cards and increasing security measures, to attract a broader
customer base.
The prepaid cards market had 0.1 billion units in circulation in 2024, and it is expected to reach 0.16 billion units in 2029, at a
CAGR of 2.6% from 2024 to 2029. The growth of prepaid cards is primarily fueled by their versatility and convenience, making
them a preferred choice for budget management and for consumers without traditional banking access. They are widely used
for specific purposes like gift cards, travel expense cards. The increasing adoption of digital and mobile-first solutions,
particularly in emerging economies, is also boosting the market growth of prepaid cards.
India is uniquely positioned to emerge as a global leader in the manufacturing and export of payment cards, driven by a
compelling combination of cost advantage, technological capability, and a mature manufacturing ecosystem. Indian
manufacturers benefit from significantly lower production and labor costs, enabling them to offer high-quality, EMV-compliant
cards at competitive prices. The country also boasts end-to-end capabilities—from chip module assembly and card lamination
to personalization and secure fulfillment—supported by certifications from global payment networks like Visa, Mastercard,
and RuPay. With a strong domestic demand anchoring economies of scale, and government initiatives such as “Make in India”
and production-linked incentives, Indian players are well-equipped to meet international demand efficiently. Additionally,
India’s expertise in secure IT infrastructure, data processing, and fintech services enhances its value proposition as a one-stop
solution provider. These advantages make India an ideal partner for global card issuers seeking scalable, secure, and cost-
effective solutions.
Total Debit / Credit Cards By Regions
The Asia Pacific region emerges as a dominant force with a staggering 11.41 billion debit cards, reflecting a robust growth
trajectory. Key drivers of this surge include the region's rapid economic development, burgeoning middle-class populations,
and the proliferation of digital financial services. Governments and financial institutions across the region have actively
promoted financial inclusion, resulting in a substantial increase in the number of individuals gaining access to debit cards,
thereby fueling the overall growth in the region.
In North America and Europe, the total number of debit cards stands at 1.4 billion and 1.38 billion, respectively. These mature
markets exhibit steady growth, propelled by technological advancements, a strong emphasis on financial literacy, and evolving
consumer preferences. The ongoing transition towards a cashless society and the convenience offered by debit cards in online
and offline transactions contribute to their continued prominence in these regions
Latin America, with 663 million debit cards, is witnessing a gradual but steady increase in card usage. Factors such as increasing
internet penetration, a growing middle class, and efforts to formalize the economy have contributed to the rise in debit card
adoption. Governments in the region are actively working to promote electronic payments and financial inclusion, presenting
opportunities for further expansion. In the Middle East & Africa, where the total number of debit cards is 315 million, initiatives
focused on enhancing financial infrastructure and expanding banking services are driving the adoption of debit cards, opening
up new avenues for growth and development.
197Again the APAC leads the pack with 1.54 billion cards in circulation followed by North America with 961 million credit cards.
North America’s mature financial infrastructure, coupled with a culture of consumer spending, has been a significant driver of
growth in the region for credit cards growth. The convenience and flexibility offered by credit cards, along with attractive
rewards and loyalty programs, have contributed to their popularity among consumers in North America, fueling the continuous
expansion of the market.
Europe follows with 461 million credit cards, reflecting a significant presence in the region's financial landscape. Factors such
as increasing disposable income, rising consumer confidence, and the convenience of credit card transactions have propelled
their adoption. Moreover, regulatory initiatives such as the Payment Services Directive ("PSD2") have stimulated competition
and innovation in the European payments market, presenting opportunities for fintech startups and traditional financial
institutions to offer innovative credit card products and services.
As the global landscape of financial transactions evolves, new developments and opportunities are emerging. The integration
of advanced technologies like blockchain, artificial intelligence, and biometrics is reshaping the debit card ecosystem,
enhancing security, and providing innovative functionalities. Cross-industry collaborations, regulatory advancements, and the
ongoing digitalization of economies present opportunities for stakeholders to capitalize on the growing demand for secure and
convenient payment solutions, ensuring the continued growth and relevance of debit cards on a global scale.
Benchmarking Debit and Credit Cards Issued across Countries
North America
The penetration of credit cards and debit cards continue to rise in North America. For USA, the penetration of credit cards has
risen from 62% in 2011 to 67% in 2021, whereas the same for debit cards has risen from 72% in 2011 to 83% in 2021. For
Mexico, the penetration of credit cards has fallen slightly from 13% in 2011 to 11% in 2021, whereas the same for debit cards
has risen from 22% in 2011 to 35% in 2021. For Canada, the penetration levels are pretty high as for credit cards it has risen
from 72% in 2011 to 83% in 2021, whereas the same for debit cards has risen from 88% in 2011 to 96% in 2021.
198In North America, the United States leads with a staggering 1200 million debit cards and 827 million credit cards. Factors such
as a mature financial infrastructure, widespread access to banking services, and a culture of consumer spending contribute to
the growth of debit and credit cards usage in the U.S. Similarly, in Canada, the credit and debit cards penetration rate is high
owing to availability of advanced banking facilities and a tech-savvy population.
Europe
The penetration rates for credit cards and debit cards are high across most of countries in Europe. For UK, the penetration of
credit cards has risen from 52% in 2011 to 62% in 2021, whereas the same for debit cards has risen from 88% in 2011 to 95%
in 2021. For Germany, the penetration of credit cards has risen from 36% in 2011 to 57% in 2021, whereas the same for debit
cards has risen from 88% in 2011 to 94% in 2021.
199In Europe, countries like the United Kingdom, Germany, France, and Italy demonstrate robust credit and debit cards adoption
rates. These nations benefit from well-established banking systems, strong consumer protection regulations, and a preference
for cashless transactions. The rise of digital banking platforms and the integration of contactless payment technology have
further accelerated the growth of debit card usage in these countries. Additionally, initiatives aimed at promoting financial
literacy and enhancing digital infrastructure present opportunities for further expansion in the European market.
Asia Pacific
The penetration rates for credit cards and debit cards are moderate across most of countries in APAC. For Japan, the penetration
of credit cards has risen from 64% in 2011 to 70% in 2021, whereas the same for debit cards has risen from 13% in 2011 to
88% in 2021. For India, the penetration of credit cards has risen from 2% in 2011 to 5% in 2021, whereas the same for debit
cards has risen from 8% in 2011 to 27% in 2021. The low to moderate penetration rates signify huge upside potential for such
cards in some of these regions.
200In the Asia Pacific region, China emerges as a dominant player with 8,680 million debit cards and 800.0 million credit cards.
The country's rapid economic growth, urbanization, and government-led initiatives to promote financial inclusion contribute to
the widespread adoption of debit cards. Similarly, in Japan the advanced banking infrastructure and a tech-savvy population
drive the popularity of debit cards for both online and offline transactions. Opportunities for growth remain significant in
countries like India and Indonesia, where penetration rates are comparatively lower but are gradually increasing due to
expanding access to banking services and rising smartphone penetration.
Latin America
The penetration rates for credit cards and debit cards are moderate across most of countries in LATAM. For Brazil, the
penetration of credit cards has risen from 29% in 2011 to 40% in 2021, whereas the same for debit cards has risen from 41% in
2011 to 66% in 2021. For Argentina, the penetration of credit cards has risen from 22% in 2011 to 29% in 2021, whereas the
same for debit cards has risen from 30% in 2011 to 55% in 2021.
201In Latin America region, Brazil is a significant debit and credit cards market with 289 million and 209 million cards respectively
in circulation. Factors such as improving financial infrastructure, government initiatives to promote digital payments, and a
growing middle class contribute to the growth of debit card usage in these regions.
Middle East & Africa ("MEA")
The penetration rates for credit cards and debit cards vary across countries in Middle East & Africa. For South Africa, the
penetration of credit cards has risen from 8% in 2011 to 10% in 2021, whereas the same for debit cards has risen from 45% in
2011 to 59% in 2021. For Egypt, the penetration of credit cards has risen from 1% in 2011 to 3% in 2021, whereas the same
for debit cards has risen from 5% in 2011 to 22% in 2021. The low penetration rates signify huge upside potential for such
cards in some of these regions.
202Within the MEA region, South Africa is one of the most significant markets for payment cards with 45 million debit cards in
circulation. Challenges persist, including low levels of financial literacy and restricted access to banking services, hindering
widespread adoption in the region. However, initiatives aimed at overcoming these obstacles and leveraging the increasing
demand for digital payments provide stakeholders with opportunities to enhance their foothold in these markets and stimulate
additional growth in both debit and credit card utilization.
Growth Drivers, Challenges, Trends and Opportunities for Debit Cards
Growth Drivers:
• Increasing Digital Transactions: The growth of e-commerce and the general shift towards online services have
significantly boosted the use of debit cards for digital transactions. The convenience and speed of using debit cards for
online purchases, coupled with enhanced security features like two-factor authentication, make them an appealing choice
for consumers. For instance, the rise in mobile commerce, where users prefer to use debit cards linked to their mobile
wallets, exemplifies this trend.
• Financial Inclusion Initiatives: In many developing countries, efforts to increase access to banking services have resulted
in a higher issuance of debit cards. For example, India's Jan Dhan Yojana initiative, which aims to provide affordable
access to banking services, has led to millions of new debit cardholders. Such programs are crucial in transitioning a large
segment of the population from cash-based to digital economies.
• Convenience and Security: Debit cards offer a balance of convenience and security that is hard to match. They allow for
easy tracking of expenses and provide immediate access to funds. The added layer of security through PINs and chip
technology makes them safer than carrying cash. Banks are continuously enhancing security measures to combat fraud,
making debit cards increasingly secure.
Challenges:
• Regulatory Compliance: Keeping up with changing and often stringent regulatory requirements, such as those related to
anti-money laundering ("AML") KYC norms, poses a significant challenge for issuers. Compliance demands continuous
updates to systems and procedures, often requiring substantial investment.
• Competition from Alternative Payment Methods: Debit cards face stiff competition from newer payment technologies
like digital wallets, cryptocurrencies, and peer-to-peer payment apps. For example, services like PayPal and Venmo offer
convenience and speed that are attracting users away from traditional card-based transactions.
203• Maintaining Operational Efficiency: As transaction volumes grow, maintaining operational efficiency becomes a
challenge. This includes ensuring smooth transaction processing, managing customer queries effectively, and keeping
system downtimes to a minimum.
• Consumer Behavior Changes: The payments market is dynamic, with rapid changes in consumer preferences. Debit card
issuers need to continuously innovate and adapt to these changes, such as the increasing preference for contactless and
mobile payments, to remain relevant and competitive.
Trends:
• Growth in E-Commerce: The surge in online shopping has led to a proportional increase in the use of debit cards for online
payments. Retailers and e-commerce platforms often encourage the use of debit cards through cashback offers and other
incentives.
• Payments Uptake: There is a growing trend towards contactless debit cards, which allow for faster transactions and
convenience. In many countries, including the UK and Canada, contactless payments have become the norm, with a
significant portion of small-value transactions being made through this method.
• Integration with Mobile Technology: The integration of debit cards with mobile technology is a significant trend. This
includes not only mobile wallets but also banking apps that allow for easy management of debit card settings, such as
spending limits and transaction alerts.
• Biometric Authentication: Incorporating biometrics, such as fingerprint and facial recognition, for debit card transactions
enhances security and user experience. This technology is becoming more prevalent, as seen in certain banking apps and
in some cases, even on the cards themselves.
• Sustainability Initiatives: The environmental impact of card production is being addressed by some issuers through the
introduction of eco-friendly debit cards. These cards are made from sustainable materials, reducing the carbon footprint
associated with traditional plastic cards.
Opportunities:
• Expanding into Emerging Markets: Emerging markets present significant growth opportunities for debit card issuers,
especially in regions with large unbanked populations. Expanding into these markets often involves tailored financial
products that suit the local needs and economic conditions.
• Leveraging Data Analytics: Utilizing data analytics allows issuers to offer personalized services and improve fraud
detection. This could involve analyzing spending patterns to offer targeted rewards or identifying unusual transactions that
might indicate fraud.
• Partnerships with Fintechs: Collaborations with fintech companies can lead to innovative solutions and expanded services
for card manufacturers. Niyo has partnered with various banks, including Equitas Small Finance Bank, to offer the Niyo
Global Card, a debit card that provides zero forex markup, making it highly beneficial for international travelers.
Growth Drivers, Challenges, Trends and Opportunities for Credit Cards
Growth Drivers:
• Increasing Global Adoption: The global credit card holder base has expanded significantly, reaching 1.25 billion in 2023.
This growth is driven by the high adoption rates in countries like Canada and the United States, where a large percentage
of adults possess credit cards. The increase reflects a global trend towards financial inclusion and the mainstreaming of
credit card usage.
• Rising Digital Transactions: The decline in cash usage has been accompanied by a surge in credit card transactions,
particularly in digital settings. This growth is fueled by the convenience of contactless payments and mobile wallets,
making credit cards the go-to choice for online shopping and digital services.
• Consumer Debt Trends: Despite concerns about credit card debt, a large proportion of cardholders carry balances,
suggesting a dependency on credit for financial management. This trend, along with rising interest rates, indicates a
continued reliance on credit cards, underscoring the need for financial literacy and responsible credit use.
• Merchant Acceptance: The widespread acceptance of credit cards by millions of merchants worldwide is a testament to
their utility. Large chains and small businesses alike accept credit cards, highlighting their role as a convenient and
recognized payment method, integral to modern commerce.
204• Convenience and Security: Credit cards offer unmatched convenience for both in-person and online transactions. Their
wide acceptance, combined with security features like fraud protection, makes them an essential tool in modern consumer
life. This convenience is bolstered by continuous improvements in security measures, enhancing consumer confidence.
• Co-branded Cards: Cobranded cards are emerging as a key trend in the credit card market, driven by strategic partnerships
between financial institutions and popular brands across various industries such as retail, travel, and entertainment. These
cards offer unique benefits tailored to the brand's customer base, including exclusive discounts, loyalty points, and
specialized rewards that enhance the user experience. The synergy between the issuing bank and the partner brand not only
attracts a broader customer segment but also fosters brand loyalty and repeat usage. As consumers seek more value and
personalized incentives from their financial products, cobranded cards are becoming an increasingly attractive option,
fueling their growth and prominence in the credit card market.
Challenges:
• Security Concerns and Data Breaches: As credit card usage grows, so do concerns about security and the risk of data
breaches. Credit card companies must invest in advanced security measures to protect user data, a critical factor in
maintaining consumer trust and market credibility.
• Regulatory Changes: The credit card market is heavily influenced by regulatory environments, which can vary greatly
between regions. Navigating these changing regulations, especially those related to consumer protection and financial
practices, remains a significant challenge for credit card issuers.
• Economic Fluctuations: The credit card industry is sensitive to economic changes, such as inflation and shifts in consumer
spending. These factors can influence credit card usage patterns and the ability of consumers to manage credit card debt
effectively.
Trends:
• Product Diversification: To cater to diverse consumer needs, issuers are expanding their product ranges. This
diversification is akin to the automotive industry, where a variety of models target different consumer segments. The
broadening of product suites reflects more sophisticated market segmentation strategies.
• Preference Shift from Points to Cashback: There has been a significant shift in consumer preferences from points-based
rewards to cashback incentives. This shift is evident in the increasing marketing and response rates for cashback offers,
indicating a strategic pivot by issuers to cater to evolving consumer demands.
• Integration with Mobile Payments: Credit cards are increasingly integrated into mobile payment platforms, reflecting a
broader trend towards digital payments. This integration allows for a seamless user experience, combining the security and
reliability of credit cards with the convenience of mobile technology.
• Focus on Delinquencies: Credit card issuers are closely monitoring delinquency rates. While these rates remain low,
issuers are vigilant about potential indicators of financial distress among consumers, which could impact the market’s
stability.
• Growth in Cashless Transactions: The global move towards cashless transactions has been a boon for the credit card
industry. This trend is particularly pronounced in regions like Asia Pacific, where digital payments are rapidly replacing
traditional cash transactions.
• Co-branded Cards: Cobranded cards are emerging as a key trend in the credit card market, driven by strategic partnerships
between financial institutions and popular brands across various industries such as retail, travel, and entertainment. These
cards offer unique benefits tailored to the brand's customer base, including exclusive discounts, loyalty points, and
specialized rewards that enhance the user experience. The synergy between the issuing bank and the partner brand not only
attracts a broader customer segment but also fosters brand loyalty and repeat usage. As consumers seek more value and
personalized incentives from their financial products, cobranded cards are becoming an increasingly attractive option,
fueling their growth and prominence in the credit card market.
• Fintech: Fintech are a transformative force in the credit card market, driving innovation and reshaping consumer
experiences. By leveraging advanced technologies, fintech companies are introducing more user-friendly,
personalized, and efficient credit solutions. These innovations include instant approvals, seamless integration with
digital wallets, enhanced security features, and sophisticated spending analytics. Fintech also cater to underserved
demographics, offering credit products to individuals with limited or no credit history. As a result, they are not only
broadening access to credit but also setting new standards for convenience and customer-centricity in the financial
services industry, making fintech a key trend in the evolving credit card market.
205• Data security increasingly becoming critical: In an era where digital transactions are ubiquitous, data security is a
critical imperative. Ensuring robust security measures protects against rising cyber threats, maintains regulatory
compliance, fosters consumer trust, and enhances operational efficiency. As cyber threats evolve, continuous
investment in advanced security tools and technologies and practices will remain essential to protecting the integrity
of the payment ecosystem.
Opportunities:
• Technological Innovations: The credit card industry has numerous opportunities to leverage emerging technologies for
enhancing security and user experience. Innovations like blockchain and artificial intelligence can significantly improve
transaction security and fraud detection.
• Emerging Markets: The credit card market in regions like Asia Pacific is poised for growth due to increasing urbanization,
a growing middle class, and a shift towards cashless payments. These markets present significant opportunities for credit
card issuers to expand their reach.
• Reward Program Enhancements: Enhancing reward programs is a key opportunity for issuers to attract and retain
customers. Offering diverse and attractive rewards can help differentiate credit card products in a competitive market.
• Tapping into New Customer Segments: The credit card market has potential for growth by reaching new demographics
and market segments by tailoring products to meet the specific needs of these segments
Adjacent Market Opportunity for card manufacturing entities
The Rise of Neobanking
As the financial landscape continues to transform, neobanking is at the forefront, challenging the status quo and offering a
compelling alternative to traditional banking. The emergence of neobanking signifies a significant transformation within the
financial services sector, characterized by the advent of digital-only, customer-centric, and technology-driven banking
platforms. Neobanks, also known as challenger banks or digital banks, have gained popularity for their innovative approach to
digital banking. They operate exclusively in the digital realm, primarily through web and mobile applications, providing a wide
range of financial products and services. These banks aim to deliver seamless, user-friendly experiences, often with lower fees
and quicker transactions, catering to the evolving needs and preferences of consumers in an increasingly digital world.
Furthermore, neobanks leverage innovative technologies such as artificial intelligence, data analytics, and machine learning to
personalize financial recommendations, enhance security, and streamline operations. This data-driven approach fosters a deeper
understanding of customer behaviours, an accomplishment that traditional banks often struggle to achieve. These digital
disruptors are poised to play a significant role in shaping the future of finance as they adapt to evolving consumer expectations
and technological advancements.
Global Neobanking Total Account Holders – Global and Country View
Neobank users are typically comfortable with digital technology, including smartphones and online platforms. They prefer to
conduct their banking activities through mobile apps and websites. While neobank users can span different age groups, they
often attract younger consumers, particularly millennials and Generation Z, who are early adopters of technology and open to
alternative banking solutions. The rise in Neobank account holders is leading to a significant increase in the issuance of new-
age payment cards. These cards offer innovative features, enhanced security, and seamless integration with digital services,
catering to the evolving needs of modern consumers.
206The worldwide count of neobanking account holders is estimated to be 244.1 million users in 2023, and it is projected to grow
to 366.9 million users by 2027, reflecting a CAGR of 10.7% from 2023 to 2027.
In 2023, India is poised to have 13.4 million neobanking users, and it is set for significant expansion, with an estimated 20.6
million users by 2027, demonstrating a CAGR of 11.3% from 2023 to 2027. Small and medium-sized enterprises ("SMEs")
and entrepreneurs in the country frequently favour neobanking solutions for their business banking requirements due to their
agility and accessibility. Additionally, the surge in mobile payments and digital wallets in India has heightened the demand for
digital banking services. Neobanks often integrate with these platforms, offering users a comprehensive financial ecosystem,
thereby driving the overall user base of neobanks.
Many neobank users highly value the personalized financial services and recommendations offered by neobanks, which utilize
data and artificial intelligence to customize their offerings to individual needs. Neobank users also frequently appreciate the
additional benefits derived from partnerships and integrations with fintech companies, enabling them to access a more extensive
array of financial products and services through neobank’s platform.
However, there’s a significant difference between global neobanking and the neobanking model in India. In many developed
nations, financial regulators issue licenses to oversee neobanks. However, in India, neobanks have not yet received specific
licenses or regulatory approvals. As a result, Indian neobanks, which are essentially FinTech companies, are not directly
regulated by the RBI. Instead, they collaborate with licensed banks, NBFCs, and other financial institutions to offer financial
services via digital platforms. These partnerships with traditional financial institutions are central to the neobanking model in
India, distinguishing it from the global approach. Essentially, Indian neobanks operate as a technological layer on top of existing
bank infrastructure. This structure significantly influences their capabilities, business models, and unit economics.
Rise in neobank users will significantly boost the issuance of credit cards
207As neobanks attract more users, the market for credit cards expands accordingly. These users often seek comprehensive
financial services, including credit cards, positioning neobanks as primary financial service providers. Neobanks seamlessly
integrate credit cards into their digital platforms, offering easy card management, spending tracking, and mobile payments. This
integration encourages users to adopt neobank-issued credit cards for convenience and enhanced user experience.
Neobanks also offer personalized credit card products tailored to individual customer profiles, increasing their appeal through
customized rewards, credit limits, and benefits aligned with user spending habits. Known for innovative features like instant
virtual cards, dynamic CVVs for added security, and real-time spending notifications, neobanks make their credit cards more
attractive to potential users.
Utilizing targeted marketing strategies, neobanks reach potential customers through digital channels. Their accessibility, lower
fees, and easier approval processes make it more likely for users to choose neobank credit cards over traditional options.
The Rise of Wearables Market
The emergence of the wearables market represents a pivotal moment in the tech industry's evolution, wherein technology
seamlessly becomes an integral part of people's everyday lives, adopting new forms and functions. These sleek and sophisticated
devices, frequently worn as accessories, offer an extensive array of applications that extend well beyond conventional fitness
tracking. Wearable technology has experienced a surge in popularity in recent years, driven by advancements in sensors,
connectivity, and battery longevity. Within the wearables market, there exists a broad array of devices, including smartwatches,
fitness trackers, augmented reality glasses, and smart clothing. These gadgets establish a direct link between users and their
digital world, facilitating health monitoring, real-time notifications, and novel interactions with their surroundings.
The growing emphasis on health and fitness stands out as a primary catalyst propelling the wearables market's ascent.
Smartwatches and fitness trackers have evolved into indispensable tools for tracking physical activity, heart rate, sleep patterns,
and more, empowering individuals to take control of their well-being and make informed lifestyle choices. In addition to their
health benefits, wearables are enhancing everyday routines. Smartwatches, for example, enable users to manage schedules,
check emails, and control smart home devices directly from their wrists. This seamless integration of technology into people’s
everyday lives has the potential to streamline daily tasks, boosting overall efficiency.
As the wearables market continues to evolve, we strongly anticipate further advancements in miniaturization, prolonged battery
life, and expanded functionality. The integration of AI and ML is expected to play a pivotal role in enhancing wearables, making
them smarter and more intuitive. The rise of the wearables market signifies a transition toward a more interconnected and
technology-driven future.
Global Wearables Unit Shipment
The global wearables unit shipment is projected to reach 689 million units by Fiscal 2030 growing at a CAGR of 3.2% from
2025 to 2030. This substantial growth is attributed to the rising consumer inclination towards wearable technology. Customers
are progressively seeking devices that offer multifunctionality, encompassing features such as fitness tracking, notifications,
and the capability to make phone calls.
208Decoding Growth Drivers and Trends
Market Drivers
Health and Fitness Focus: The health and fitness sectors play a pivotal role in the growth of the wearables market. Wearable
devices, such as fitness trackers and smartwatches, provide users with the ability to monitor their physical activity, heart rate,
and sleep patterns. The rising awareness of the importance of a healthy lifestyle and the increasing prevalence of chronic
diseases have spurred the demand for wearables. These devices empower individuals to take control of their well-being, make
informed lifestyle choices, and achieve their fitness goals. Furthermore, the integration of health-related features such as ECG
monitoring, blood pressure measurement, and blood oxygen level tracking has made wearables even more attractive to
consumers.
Convenience and Lifestyle Enhancement: Wearables have expanded beyond health and fitness into the broader realm of daily
life. They offer features that streamline daily routines and enhance convenience. Smartwatches, for instance, allow users to
manage schedules, receive real-time notifications, check emails, control smart home devices, and perform various tasks directly
from their wrists. This seamless integration of technology into people’s daily lives has the potential to make them more efficient
and productive, driving demand for wearables. The convenience they offer for tasks, such as contactless payments, navigation,
and hands-free communication, also contributes to their growing popularity.
Enterprise and Industrial Adoption: Wearables have found applications in various industries, including healthcare,
manufacturing, logistics, and construction. Augmented reality ("AR") glasses and other wearables are improving workplace
efficiency by providing workers with real-time information, hands-free guidance, and remote collaboration capabilities. These
devices reduce errors, increase productivity, and enhance safety, making them attractive tools for businesses. In healthcare, for
example, medical professionals use wearables to access patient information and vital signs in real time, improving patient care
and decision-making.
Technological Advancements: Continuous technological advancements in wearables, such as improvements in sensors,
connectivity, and battery life, are key drivers of market growth. Wearable devices are becoming more sophisticated, capable of
performing complex tasks, and offering a wider range of features. The integration of AI and ML is playing a pivotal role in
making wearables smarter and more intuitive, further boosting their adoption.
Customization and Personalization: Wearable devices increasingly offer customization and personalization options, allowing
users to tailor their experiences to their specific needs. Many wearables employ data analytics and AI to provide personalized
services and recommendations concerning fitness routines, health monitoring, and lifestyle management. The ability to adapt
and cater to individual preferences and needs has made wearables more appealing to users, as they can provide a more
personalized and valuable user experience.
Contactless payment: Contactless payment technology is a significant driver for the adoption and growth of wearable devices.
Wearables such as smartwatches and fitness trackers equipped with Near Field Communication ("NFC") capabilities allow
users to make quick, secure, and convenient payments with just a tap. This integration enhances the functionality and appeal of
wearables, positioning them as not just fitness and health tracking devices, but also as powerful tools for seamless, everyday
transactions. The convenience of not needing to carry physical wallets or even smartphones for payments makes wearables an
attractive option for consumers seeking efficiency and ease. Additionally, the rising acceptance of contactless payments at retail
and transit points further propels the demand for wearable devices, driving innovation and expanding their market presence. As
a result, the synergy between contactless payments and wearable technology continues to revolutionize the way people interact
with their finances and technology.
Market Trends
Health Monitoring and Medical Integration: Wearables are increasingly shifting their focus towards health monitoring and
medical integration. This trend is driven by the growing demand for personalized health management. Wearable devices now
offer features such as continuous heart rate monitoring, electrocardiogram ("ECG") recording, blood pressure measurement,
and blood glucose tracking. Some wearables can even detect early signs of medical conditions, such as irregular heart rhythms.
Medical professionals are using wearables to remotely monitor patients and receive real-time health data. The integration of
wearables into telehealth and telemedicine has become a significant trend, especially in the wake of the COVID-19 pandemic,
making healthcare more accessible and convenient.
Wearable Ecosystems and App Integration: Wearables are increasingly becoming part of a broader ecosystem, working in
tandem with smartphones and other smart devices. This trend has led to seamless integration with various apps and services.
Smartwatches, for instance, offer users the ability to access and control third-party apps, receive notifications, and even make
payments directly from their wrists. Wearables are being designed to complement and extend the functionality of smartphones,
offering a more comprehensive user experience. This ecosystem approach enhances the versatility and value of wearables.
Fashion and Style in Wearables: The aesthetics of wearables are evolving, and manufacturers are placing a stronger emphasis
on design and style. Wearables have transitioned from purely functional devices to fashionable accessories. Manufacturers are
209collaborating with fashion brands and designers to create wearables that cater to diverse consumer preferences. Smartwatches
are available in a wide range of styles, materials, and brands, allowing users to choose a device that complements their personal
fashion sense. The integration of technology and fashion has made wearables more appealing and suitable for everyday wear.
Sports and Active Lifestyle Applications: Wearables have found a significant niche in sports and active lifestyle applications.
Fitness trackers, sports smartwatches, and specialized wearables designed for athletes have gained popularity. These devices
offer features such as GPS tracking, performance analysis, and coaching in various sports and physical activities. Wearables
help individuals set and achieve fitness goals, monitor their progress, and enhance their sports performance. The data collected
by wearables is not only empowering individuals but also providing valuable insights to sports teams and coaches.
Environmental and Sustainability Concerns: There is a growing awareness of the environmental impact of consumer
electronics, including wearables. Manufacturers are increasingly focusing on sustainable materials, energy-efficient designs,
and recyclability. Eco-friendly materials and production methods are being used to reduce the carbon footprint of wearables.
Consumers are showing interest in wearables that align with their sustainability values. Some companies have introduced
buyback programs for old wearables, encouraging users to recycle their devices responsibly. This trend reflects the broader
shift toward more sustainable and eco-conscious technology.
Wearable Technology: A Growing Payment Opportunity
Smart devices like wearables are making contactless payments and checking account balances, eliminating the need to use
banking applications.
Wearable payments are contactless transactions that consist of users making purchases with smart devices and accessories that
they wear. These devices (smartwatches, belts, rings, fitness trackers) use mobile payment applications to connect with the
consumer’s bank account and process transactions. To make payments, users link their credit card, debit card, or bank account
to the device. Then, the user can tap the device at a payment terminal to make purchases. To enable payments, wearables harness
the following technologies: Host card emulation ("HCE"), Contactless PoS, Barcode, RFID, NFC etc.
Wearable payment devices are unlocking several benefits, like access to extensive user data for banking firms and fintech firms,
personalization of customer experience, and an omnichannel user experience.
Global Payment Wearables Market Size
The global payment wearables market size is projected to reach US$127 million by Fiscal 2030 growing at a CAGR of 18%
from Fiscal 2025 to Fiscal 2030.
Wearable Payment Devices
Smartwatches
Smartwatches use NFC technology to communicate with other NFC-enabled devices, including smartphones or contactless
payment devices. To enable contactless payment through smartwatches, users have to link the device to a credit card and bank
account, and then tap the device in the payment terminal once it finishes shopping in a store.
Smart Ring
210Smart rings are wearable devices that are embedded with sensors or NFC chips that are used for different type of applications
like tracking daily activities; digital payments, access control, and more. Connectivity technology is another prerequisite to
enable sensors integrated in the smart ring to collect data. For example, Bluetooth is being implemented to synchronize smart
rings with smartphone applications. With data collected, users can receive personalized recommendations. Contactless payment
ring is a new trend. These smart devices allow customers tap-to-pay transactions over contactless payment terminals
Others
Biometric wearables for connected workplace like Nymi are wearable wristbands that used for secure hands-free authentication.
Industries like healthcare, biotech require authentication to access secure systems. Through Contactless credential readers,
connected to Bluetooth, contactless authentication is ensured.
In an age characterized by technological innovation, people’s everyday life is increasingly intertwined with digital solutions.
One such pioneering advancement is wearable technology, which has now become a significant avenue for enhancing
convenience and efficiency. Beyond its notable role in promoting health and fitness, wearables are forging a promising path in
the realm of digital payments, offering new possibilities to both consumers and enterprises. Wearable technology is increasingly
emerging as an expanding frontier for digital payments, presenting users with the advantages of seamless and secure
transactions, unparalleled convenience, and integration into burgeoning technological ecosystems.
Facilitating Seamless and Secure Transactions: Wearable technology, encompassing devices such as smartwatches, fitness
bands, and even smart clothing, now boasts contactless payment capabilities. These devices empower users to complete
transactions with a simple tap or gesture, obviating the need for traditional payment methods such as cash or physical cards.
This contactless payment feature not only expedites the checkout process but also augments security through tokenization and
encryption, rendering it a safer choice for users.
Embracing the Convenience Factor: The allure of wearables primarily resides in their unparalleled convenience. Payment-
enabled wearables eliminate the need for users to reach for their wallets or smartphones, streamlining transactions across various
settings, be it a retail store, a coffee shop, or a public transportation terminal. This hands-free and hassle-free approach has
garnered immense popularity, especially in scenarios where expeditiousness and efficiency are paramount.
Integration into Expanding Technological Ecosystems: Wearable technology is increasingly becoming an integral
component of broader technological ecosystems. These wearable devices are meticulously designed for seamless integration
with smartphones and other smart devices, spanning an array of applications, including payment processing. Users are afforded
the ability to link their wearables with mobile payment apps, banking applications, and additional financial services, culminating
in the creation of a unified and comprehensive financial ecosystem. This further enhances the versatility of wearables,
positioning them as centralized hubs for a myriad of digital activities.
Contemplating the Future of Wearable Payments: The future of wearable payments holds immense promise. As technology
continues to evolve, there is a prospect of even more sophisticated and versatile wearable devices, which may include AR
glasses, smart jewellery, and deeper integration with the Internet of Things ("IoT"). Wearables are well-poised to revolutionize
not only how transactions are conducted but also how individuals interact with their surroundings. The future of payments
appears not only more efficient but also increasingly stylish and sophisticated.
Industry Challenges and threats for growth in Payment Wearables
The growth of payments technology in wearables faces several significant threats and challenges.
Technological Challenges
Battery Life: Wearables have limited battery life, and adding payment functionality can drain the battery faster. Ensuring
efficient power usage is crucial.
Hardware Limitations: The small size of wearables restricts the integration of powerful hardware, affecting processing power
and storage capacity. Designing durable and secure payment components that fit into compact wearable devices is challenging.
Interoperability: Ensuring that wearables are compatible with a wide range of payment systems, POS terminals, and banks
can be complex. Fragmentation in payment standards and technologies can hinder seamless user experiences.
Data Security: Ensuring robust encryption and security protocols is essential. Storing sensitive payment information securely
on wearables is a concern.
Privacy Issues: Continuous tracking and data collection by wearables raise privacy concerns among users. Ensuring user
consent and data protection is vital. Users may be wary of sharing payment and personal data through wearables due to fears
of misuse.
211Regulatory Compliance: Navigating the regulatory landscape for payments technology in different regions can be complex.
Compliance with financial regulations and data protection laws is necessary.
Authentication and Verification: Ensuring secure and user-friendly authentication methods (e.g., biometrics, PINs) that
comply with regulatory standards is crucial.
POS Terminal Availability: Ensuring a sufficient number of merchants have the necessary POS infrastructure to accept
wearable payments is critical. Upgrading existing POS systems to support NFC and other payment technologies used by
wearables can be costly and time-consuming.
While payments technology in wearables presents exciting opportunities for convenience and innovation, it also faces
significant threats and challenges. Addressing technological limitations, ensuring robust security and privacy, navigating
regulatory landscapes, driving consumer adoption, and building a supportive infrastructure are key to overcoming these
challenges and fostering the growth of wearable payments.
India’s Aadhaar System: Bringing E-Government to Life
India's Aadhaar system has spearheaded a paradigm shift in e-government, bringing efficiency and transparency into public
service delivery. Launched in 2009, Aadhaar is an exclusive identification system that allocates a 12-digit number to residents,
connecting biometric and demographic data. This digital identity serves as a gateway to diverse government services,
encompassing financial transactions, healthcare, and social welfare.
The Aadhaar system has adeptly streamlined processes by reducing bureaucracy and eliminating redundancies. It facilitates
seamless direct benefit transfers, ensuring targeted recipients receive subsidies and entitlements, thereby minimizing leakages
and corruption. Through the digitization and centralization of information, Aadhaar has elevated data accuracy, fostering
enhanced policy planning. Despite concerns surrounding privacy and security, Aadhaar stands as a compelling exemplar of
how technology can reshape governance, rendering services more accessible and responsive to citizens' needs. As India
progressively integrates digital solutions, Aadhaar remains pivotal in its journey towards a more efficient and inclusive e-
government ecosystem.
A Trusted Digital Identity
Aadhaar at a Glance
In 2009, when the concept of Aadhaar took shape, it was identified that approximately 400 million individuals in India lacked
individual identity documents, and merely 17% of the population held bank accounts. Despite a staggering US$50 billion
expenditure on subsidies, rampant diversion, and leakage, ranging from 10-60% depending on the program, prevailed. India
urgently required a secure, reliable method to provide a unique identity to its rapidly growing population, some without any
supporting documentation. Allocating ₹ 100 crore (US$ 13 million), the Indian government initiated the Unique Identification
Project, establishing the Unique Identification Database Authority of India ("UIDAI"). This autonomous entity engaged
volunteers with domain expertise to design the Aadhaar system. Fourteen years later, Aadhaar has documented almost 95% of
India's population, offering a secure, unforgeable digital identity to each user.
Aadhaar significantly reduced the cost of identity, which granted millions direct access to government subsidies without
intermediaries, enabling the first-time access to affordable formal financial services, such as bank accounts, and providing
means to validate existence for fundamental rights such as voting, education, and employment. For the Indian government,
Aadhaar curtailed costs and leakages in managing the world's largest social subsidy program. The World Bank's Digital
Dividend Report estimated potential annual savings of US$10 billion through Aadhaar usage.
Considering India's diversity, the Aadhaar system strategically leveraged existing government and private agency infrastructure.
The project involved ecosystem partners, including enrolling agencies, certification bodies for enrolment officers, and
technology providers, fostering innovation such as the Aadhaar payment bridge. This innovation, integral to the Digital Direct
Benefit Transfer in India, streamlined government-user transactions, eliminating layers of intermediaries.
Total Aadhaar Cards Generated
212In recent years, the number of Aadhaar cards issued annually in India has seen a notable decline. This trend is primarily
attributed to the widespread penetration and near-saturation of Aadhaar coverage across the country. In the fiscal year 2024 and
2025, approximately 29.1 and 22.8 million Aadhaar identification cards respectively were generated in India. The highest
number of Aadhaar cards were produced in the fiscal year 2014 within the documented timeframe. As of financial year, ending
March 2025, a total of approximately 1.42 billion Aadhaar cards have been generated.
Aadhaar Generation Trend – Monthly Values (January 2022 – September 2023)
213The total number of Aadhaar cards in circulation in India increased from 1.21 billion in 2018 to 1.4 billion in 2024. As per
projections this is expected to increase to 1.48 billion by 2030.
Industry Challenges and threats for growth in Aadhaar Cards in India
The growth of Aadhaar cards in India faces several threats and challenges. Here’s an analysis of the major threats and
challenges:
Privacy Concerns:
• Data Security: Breaches or unauthorized access to Aadhaar data can lead to identity theft and misuse of personal
information. Ensuring robust cybersecurity measures is essential.
• Consent and Control: Concerns over individuals' control over their own data and how it is shared or used by third parties.
Inclusion and Accessibility:
• Digital Divide: Limited access to technology in rural and remote areas hinders the enrollment process.
• Enrollment Errors: Inaccuracies during the enrollment process, such as errors in data entry or biometric capture, can lead
to issues in authentication and usage.
Legal and Regulatory Challenges:
• Court Rulings: Judicial scrutiny and rulings can impact the mandatory use of Aadhaar for various services and schemes.
• Compliance: Ensuring all entities using Aadhaar for verification adhere to legal and regulatory standards.
Public Perception:
• Trust and awareness: Public trust in the system can be eroded by incidents of data breaches or misuse. Further, lack of
awareness about the benefits and uses of Aadhaar can affect its adoption.
Operational Challenges:
• Infrastructure: Maintaining and upgrading the infrastructure required for Aadhaar enrollment and verification.
• Interoperability: Ensuring Aadhaar systems work seamlessly with other governmental and private databases.
Global & India Passport and ePassport Market
In an era marked by increasing globalization, the significance of passports transcends mere travel documents; they have become
symbols of mobility, opportunity, and identity. The past few decades have witnessed a remarkable surge in the issuance of
passports globally, reflecting shifting geopolitical dynamics, economic aspirations, and technological advancements.
Passport Market in India
214The burgeoning passport issuance market in India underscores the country's integration into the global community and the
aspirations of its citizens to explore new horizons. As India takes its place on the world stage, the ability of its people to traverse
borders with ease serves as a testament to the nation's dynamism, diversity, and potential for prosperity in an interconnected
world. The country witnessed a total of 13.9 and 15.6 million passports being issued in Fiscal 2023 and Fiscal 2024, and the
same if expected to grow to 29.5 million by 2030.
Decoding growth drivers and trends
The Passport and ePassport market stand at the forefront of global travel document innovation, embodying the evolving
landscape of secure identification. As the demand for heightened security and streamlined border control intensifies, traditional
passports are undergoing a transformative shift towards electronic passports (ePassports). This market segment encapsulates
cutting-edge technologies, including biometric features and secure microchips, ensuring enhanced authentication, and reducing
the risk of identity fraud. The surge in international travel, coupled with governmental initiatives for robust identity verification,
propels the ePassport market into a pivotal role. Additionally, the standardization of ePassport specifications by international
organizations contributes to a more interconnected and interoperable global travel document system.
Market Drivers
Enhanced Security Features: The primary catalyst for the widespread adoption of ePassports lies in the integration of cutting-
edge security measures. In contrast to conventional passports, ePassports come equipped with embedded microchips that store
biometric data, including fingerprints and facial recognition information. This technological leap significantly fortifies the
authentication process, rendering it more secure and resilient against identity fraud. The utilization of robust encryption adds
an extra layer of protection to the stored data, establishing ePassports as a powerful tool for governments aiming to enhance
national security and safeguard the integrity of their border control systems.
Global Standardization and Interoperability: The International Civil Aviation Organization ("ICAO") has instituted global
benchmarks for ePassports, fostering consistency and seamless interoperability. This standardized approach is pivotal as it
facilitates smooth communication among different nations' passport systems. It ensures that ePassports from diverse countries
conform to shared specifications, thereby streamlining international travel in an efficient and secure manner. The momentum
towards a standardized methodology encourages governments to invest in ePassport technology, contributing to its widespread
adoption on a global scale.
Streamlined Border Control Processes and Efficiency: ePassports play a crucial role in optimizing border control
procedures, enhancing efficiency in immigration processes. Automated systems, exemplified by electronic gates ("eGates"),
expedite identity verification for travellers, resulting in quicker and smoother processing. This acceleration not only improves
the overall travel experience for individuals but also tackles the challenges presented by the escalating volume of international
travel. Governments, cognizant of the imperative for efficient border control mechanisms, view ePassports as a technological
solution to meet this demand, positioning them as a pivotal driver in the modernization of immigration procedures.
Passport Market Overview
215Global e-Passport Market Overview
An ePassport is a blend of traditional paper and electronic passport, featuring an RFID chip and an embedded antenna. This
chip stores the personal details and biometric data of the passport holder. The ePassport market is anticipated to grow
significantly both globally and in India, driven by enhanced security needs, technological advancements, and proactive
216government initiatives. As global connectivity increases and security concerns escalate, the demand for ePassports is projected
to rise continuously.
Currently, over 140 entities, including states and organizations like the United Nations and the European Union, issue
ePassports, with more than 1 billion ePassports in circulation worldwide. In India, the issuance of ePassports is being
implemented in phases, with citizens receiving ePassports as their local passport offices become equipped for this technology.
The nationwide rollout is expected to take several months.
Decoding Growth Drivers:
Security Concerns: The growing threats of terrorism and identity theft have heightened the need for more secure travel
documents. ePassports enhance data integrity by storing information both in printed form and digitally signed in the chip,
allowing for secure authentication by immigration officials worldwide. This reduces the risk of forgery and fraudulent activities.
Technological Advancements: Advances in biometric technology and electronic chip capabilities are accelerating the adoption
of ePassports.
Government Initiatives: Governments, including India, are actively promoting ePassports to streamline border control
processes and enhance security.
Rising International Travel: The increase in global tourism and business travel fuels the demand for secure and efficient
travel documents, supporting the growth of ePassports.
Consumer Demand for Convenience: Travelers prefer the convenience and quicker processing times offered by ePassports,
which contribute to a smoother travel experience.
Driving License Market Overview
In India, there has been a noticeable surge in the issuance of driving licenses in recent years, indicative of various societal and
economic shifts. One prominent factor contributing to this trend is the country's rapid urbanization, accompanied by an
increasing need for personal mobility. As urban centers expand and transportation infrastructure improves, more individuals
are opting for driving as a convenient mode of commuting. Additionally, the growing penetration of motor vehicles across
different socioeconomic segments has heightened the demand for licensed drivers. Furthermore, government initiatives aimed
at promoting road safety and compliance with traffic regulations have spurred individuals to obtain formal driving training and
licenses. Moreover, the advent of digital services and online application processes has streamlined the licensing procedure,
making it more accessible and efficient for aspiring drivers.
The issuance of driving licenses is also influenced by various demographic factors, including the working-age population and
the young population. As more people enter the working age population, there is a higher demand for commuting to work.
Many jobs require employees to have a driver's license, especially if the job involves travel or is located in areas with limited
public transportation. Further, a larger working-age population can stimulate economic growth, leading to increased disposable
income. This can result in more people affording cars and, consequently, needing driving licenses. With India adding 12 million
individuals to the working population each year, the share of the working-age population is predicted to rise from 66.77 % in
2018 to 68.25% in 2024 and 68.94% by 2030.
Increase in young population also drives the issuance market, as young people reaching the legal driving age create a natural
demand for driving licenses. This demographic is the primary source of first-time drivers. Further, social activities, schooling,
and part-time jobs often necessitate driving. The need to participate in these activities drives the younger population to obtain
driving licenses.
Polycarbonate cards for Registration Certificate ("RC") and driving licence as a key driver
The government recently opted to introduce high-security QR-coded polycarbonate cards for both Registration Certificates
("RC") and driving licenses, replacing the current laminated ones. Polycarbonate driving licenses, composed of multiple layers
fused together under heat and pressure, offer enhanced security features. These layers are non-delaminable, making any
alteration to the document's information or photos extremely difficult without causing irreparable damage. The adoption of
polycarbonate cards brings several benefits, such as heightened durability and improved security for identification purposes.
Consequently, it reduces the necessity for card re-issuance throughout the validity period, thereby enhancing the overall citizen
experience.
The transition to polycarbonate cards for driving licenses ("DL") and RC not only benefits citizens during initial issuance but
also presents an opportunity for card manufacturers during renewal processes.
217States like Maharashtra, Chhattisgarh and Kerala in India are actively mulling or are in process of issuing driving licences and
registration certificates on polycarbonate-based cards.
The country has a total of 18.4 million issued licenses in Fiscal 2023, and the same if expected to grow to 26.8 million by 2030.
Industry Challenges and threats for growth in DLRC in India
The growth of driving license registration certificates in India faces several threats and challenges. Here’s an analysis of the
major threats and challenges:
Fake Licenses:
• Fake Licenses: The existence of counterfeit driving licenses undermines the integrity of the licensing system.
Technological Barriers:
• Digital Literacy: Limited digital literacy can affect the adoption of online services for driving license applications and
renewals.
• System Integration: Ensuring the integration of state-level transport department systems with centralized databases.
Regulatory and Compliance Issues:
• Standardization: Variations in procedures and regulations across different states can complicate the process.
• Legal Enforcement: Ensuring strict enforcement of traffic laws and penalties for violations.
Infrastructure and Resources:
• Testing Facilities: Adequate infrastructure for driving tests and vehicle inspections is necessary for a robust licensing
system.
• Human Resources: Trained personnel are required for efficient management of the registration and licensing processes.
Public Education:
• Information Dissemination: Ensuring that applicants are well-informed about the procedures and requirements for
obtaining and renewing licenses.
Adoption of New Technologies:
218• E-Licensing: Transitioning to digital platforms for licensing and vehicle registration requires investment and adaptation
to new technologies.
While Aadhaar cards and driving license registration certificates are crucial for identity verification and legal driving, their
growth faces significant threats and challenges. Addressing privacy concerns, improving accessibility, ensuring robust legal
and regulatory frameworks, combating fraud and corruption, and investing in infrastructure and technology are essential to
overcome these challenges and ensure the effective implementation and adoption of these systems.
Growth in Automobile Sales as a key driver
There’s a remarkable surge in the market for used cars in India. Over the past few years, this segment has witnessed significant
growth, indicating shifting consumer preferences and market dynamics.
Several factors contribute to this remarkable rise. Firstly, the increasing purchasing power of the middle class has expanded the
pool of potential buyers for automobiles. However, rather than solely opting for brand new vehicles, many consumers are
turning to the second-hand market for cost-effective alternatives.
Furthermore, the proliferation of online platforms dedicated to buying and selling used cars has revolutionized the way
transactions occur in this market. These platforms offer transparency, convenience, and a wide selection of vehicles, thereby
attracting a growing number of buyers and sellers.
The increasing reliability and durability of modern cars also play a crucial role in driving the demand for used cars. As vehicles
become more resilient and require less frequent replacements, consumers are more inclined to invest in pre-owned models with
confidence.
The automotive sales in India have been witnessing a notable uptick in recent times, reflecting a combination of factors that are
reshaping the market landscape. One significant driver is the country's economic growth, accompanied by a burgeoning middle
class with rising disposable incomes. This demographic shift has propelled increased demand for personal transportation,
including cars and two-wheelers, as symbols of mobility and status. Furthermore, the expansion of urban centers has led to
greater accessibility to automotive financing options and improved infrastructure, making vehicle ownership more feasible for
a broader segment of the population. With ongoing advancements in technology, coupled with favorable government policies
promoting domestic manufacturing and electric mobility, the automotive sector in India is poised for continued growth and
evolution in the years to come.
Since the market for new vehicles as well as used cars are gaining momentum, it bodes well for vendors in the RC market.
219Cheque Books in India
In India, banking cheque books remain an integral part of the financial ecosystem, especially for businesses and government
transactions. Despite the surge in digital payment methods, cheque books continue to hold relevance due to their perceived
security and trustworthiness, particularly for high-value transactions. Businesses, institutions, and individuals in rural and semi-
urban areas still rely on cheques for their financial dealings. Innovations such as the Cheque Truncation System ("CTS") have
modernized cheque processing, enhancing efficiency and reducing clearing times. The future of cheque books in India will
likely see a continued role, coexisting with the expanding digital payment landscape.
Key Growth Enablers of Bank Cheque Books
The growth drivers of bank cheque books in India are influenced by several factors, despite the increasing prevalence of digital
banking. Here are the key drivers:
Continued Relevance of Cheques
• For secure and high value transactions: Cheques are considered a secure method for conducting transactions, especially
for high-value payments. Unlike cash, which can be lost or stolen, cheques are linked to a bank account and can be tracked,
making them a preferred choice for businesses and individuals alike.
• Documentation and record keeping for business transactions: Many businesses still rely on cheques for payments, as
they provide a formal record of transactions. This is particularly important for large payments, where a cheque serves as
documentation that can be useful in disputes or for accounting and legal purposes.
• Customer Demand and certain demographics: There remains a significant customer base that prefers using cheques
over digital methods, either due to lack of access to technology or personal preference. Further, certain demographics like
older generations, may be less comfortable with digital banking, continue to use cheques for their financial transactions.
This demographic often prefers the tangible nature of cheques over digital alternatives.
• Rural Areas: In many rural regions, where digital literacy and access to technology may be limited, chequebooks remain
a popular payment method. Residents often rely on cheques for transactions due to their familiarity and the lack of digital
banking infrastructure.
Regulatory Support
• Banking Regulations: The Reserve Bank of India ("RBI") has established guidelines that encourage banks to provide
chequebooks to customers, including provisions for issuing chequebooks with a larger number of leaves upon request. This
regulatory support helps maintain the availability and utility of cheques in the banking system and particularly important
for segments of the population that may not be fully comfortable with digital banking solutions.
• Standardization: The introduction of standardized cheque formats, such as the CTS 2010 standard, enhances the
efficiency of cheque clearing processes. This standardization helps banks streamline operations and improve customer
satisfaction, thereby promoting the use of cheques.
Integration with Digital Banking
• Phygital Banking: The integration of physical cheque usage with digital banking services (phygital banking) allows
customers to enjoy the benefits of both worlds. Banks are investing in technology that supports cheque processing while
also enhancing digital services, thus appealing to a broader customer base.
• Financial Inclusion: Cheques continue to play a role in promoting financial inclusion, especially among underserved
segments like small and medium enterprises ("SMEs"). By providing access to cheque facilities, banks can help these
businesses engage in formal financial transactions.
While digital banking is on the rise, the continued use and growth of bank cheque books in India are driven by their security,
regulatory support, customer demand, and integration with evolving banking technologies.
Industry Challenges and threats for growth in cheque books as a banking instrument
The growth of bank chequebooks in India faces several challenges and threats due to the rise of digital banking. Here are the
key issues impacting their usage:
• Shift to Digital Payments: With the advent of digital payment methods like UPI, mobile wallets, and online banking,
consumers are opting for faster and more convenient transaction methods. This shift has led to a decline in the frequency
of cheque usage, particularly for everyday transactions.
220• Government Initiatives: The Indian government's push towards a digital economy, including initiatives like Digital India,
promotes cashless transactions, impacting the cheque book market.
• Younger Generation Preferences: Younger consumers, who are more tech-savvy, prefer digital solutions for their
banking needs. This demographic shift is contributing to a reduced demand for traditional banking tools like cheques, as
they favor instant and seamless digital transactions.
• Reduced Reliance on Cheques: Some businesses and individuals are moving away from cheques due to the convenience
and speed of digital transactions. This trend is particularly noticeable among SMEs, which are increasingly adopting digital
payment methods for their operations.
• Standardization and Security Measures: The introduction of the CTS 2010 standard by the RBI has led to changes in
the format and security features of chequebooks. Banks are required to issue only CTS 2010 compliant chequebooks, which
may create logistical challenges and delays in distribution to customers.
• Potential Invalidation of Non-Compliant Cheques: The RBI has set deadlines for the adoption of CTS 2010 standards,
after which non-compliant chequebooks may be considered invalid or cleared at less frequent intervals. This has led to a
need for customers to replace their existing chequebooks, which may not be happening at the desired pace.
In summary, the growth of bank chequebooks in India is threatened by declining demand due to the shift to digital payments,
regulatory changes requiring standardization and security upgrades, and operational challenges in the distribution and clearing
of chequebooks.
Other Adjacent Markets
Transit Cards
In an era where the prioritization of seamless and efficient transportation systems is paramount, the transit card market assumes
a pivotal role in shaping the trajectory of urban mobility. Transit cards, encompassing contactless smart cards and mobile-based
payment solutions, have experienced substantial growth and transformation in recent years. This market revolves around the
facilitation of frictionless, cashless transactions for public transportation services. Whether equipped with embedded chips or
linked to mobile applications, these cards empower commuters to expeditiously access buses, trains, subways, and various
transit modes, seeking to augment transportation system efficiency, alleviate queues, and streamline the overall commuting
experience.
The global demand for transit cards has witnessed a significant surge, driven by escalating urbanization and the imperative for
more sustainable and efficient transit solutions. Governments and transportation authorities worldwide are increasingly
recognizing the advantages of contactless payment systems, leading to widespread adoption. The inherent convenience offered
by these cards, coupled with a growing emphasis on mitigating traffic congestion and environmental impact, propels the demand
for innovative transit payment solutions.
A noteworthy trend within the transit card market is the integration of advanced technologies. Contactless smart cards,
leveraging Near Field Communication (NFC) and Radio-Frequency Identification (RFID), are rapidly becoming ubiquitous.
Mobile-based payment solutions, facilitated through smartphones and wearables, are gaining traction, providing commuters
with heightened flexibility. Additionally, numerous transit systems are embracing interoperability, enabling commuters to
utilize a single transit card seamlessly across various modes of transportation and even in different cities. Notably, there has
been an apparent uptick in the adoption of biometric authentication for enhanced security, and the integration of transit cards
with smart city initiatives is on the ascendant. As cities strive to achieve greater connectivity and technological sophistication,
transit cards assume a pivotal role in shaping the digital landscape of urban mobility.
The transit card market presents compelling opportunities for innovation and collaboration. The integration with emerging
technologies such as blockchain and artificial intelligence holds the potential to enhance security and streamline transit
operations. Collaborative initiatives involving transit authorities, technology providers, and financial institutions open avenues
for creating comprehensive and user-friendly transit ecosystems.
The future outlook for the transit card market is promising, with sustained growth anticipated. As cities persist in investing in
smart infrastructure and digital payment solutions, the demand for transit cards is poised to increase. The evolution of these
cards from mere payment tools to integral components of smart urban ecosystems positions them as key facilitators in the
ongoing transformation of global transportation.
National Common Mobility Card ("NCMC"): The 'One Nation One Card', an indigenous innovation known as the NCMC,
was introduced in March 2019. Its purpose is to facilitate seamless digital ticketing and travel across various modes of
transportation, including Metro, Rail, Bus, water ferries, parking facilities, and other Public Transport Operators (PTOs).
221Additionally, it can be utilized for transactions in e-commerce platforms, retail shops, restaurants, ATMs, kiosks, fuel stations,
and parking lots, all with a single card.
The NCMC initiative aims to simplify transportation access and promote digital payments nationwide. It is compatible with
NCMC-compliant transit systems, such as the Delhi Metro Rail Corporation and Paytm Transit Card.
This innovative card offers numerous benefits, including boosting digital payment adoption, reducing closed-loop card lifecycle
management expenses, and lowering operational costs. Furthermore, it provides valuable data insights for operators to enhance
business intelligence and improve operational efficiency. The NCMC ecosystem supports the government's objective of
digitizing low-value payments and reducing costs across the entire system.
Since its launch, the NCMC has garnered significant interest. According to data from the Delhi Metro Rail Corporation
("DMRC"), over 4.7 million commuters utilized the NCMC for travel on the Delhi Metro between June and December 12th,
2023. As of March 2024, around 48 banks have issued approximately 200 million NCMC-enabled cards. The recent decision
by the RBI to allow NCMC issuance without KYC requirements for cards with a limit of ₹ 3,000 is expected to further boost
adoption and usage.
The expansion and implementation of NCMC in Public Transport Operators ("PTOs") nationwide is an ongoing process, with
increasing card issuance and terminal deployment every month.
India's metro network, serving over 2.63 billion people annually across 17 major cities, ranks among the world's largest and
busiest urban rapid transit systems. As of March 2024, the country boasts 902.4 kilometers (560.7 miles) of operational metro
lines in 17 cities, making it the third longest metro network globally, behind the United States and China. Since 2014, the
network has nearly tripled in size, with plans for expansion to 27 cities by 2025. The Indian Government intends to introduce
metro rail systems in more cities, with 60 projects in 28 cities either operational, under construction, or approved. The "Gati-
Sakthi Master Plan" estimates that 75 cities will have metro rail systems, with an estimated investment of ₹ 3 trillion by 2027.
Daily ridership has surpassed 10 million and is projected to exceed 12.5 million in the coming years.
With the rapid growth of India's metro rail network, the adoption of NCMC cards is expected to expand correspondingly.
Other Adjacent Market Opportunities
Land Records: Land records cards serve as essential documents providing comprehensive information about land ownership
and property details. These cards typically include details such as the landowner's name, address, survey number, area, and
other relevant data. Land records cards are crucial for legal and administrative purposes, serving as a reference for property
ownership verification, taxation, and urban planning. In many jurisdictions, these records are transitioning from traditional
paper-based systems to digital platforms, enhancing accessibility, accuracy, and overall efficiency in managing and updating
land-related information.
Property / e-Property Cards: The concept of property cards, and their digital counterparts known as eProperty cards, plays a
pivotal role in real estate management across various countries, each adapting to its unique legal and technological landscape.
In the United States, property cards are part of county-level land records, offering comprehensive details on ownership,
transactions, and property characteristics. India has witnessed a significant shift towards digitization with the introduction of
eProperty cards. The demand for eProperty cards in India has grown due to their efficiency in reducing bureaucratic hurdles
and the ease they provide in property-related transactions.
Australia's property records are managed by state-based land registries, with a gradual shift towards digital platforms. While
terminologies and formats may differ, the global demand for property cards, especially in digital form, is driven by the common
goal of enhancing transparency, reducing paperwork, and facilitating efficient property transactions. As technological
advancements continue, the adoption of eProperty cards is likely to grow across diverse real estate markets.
RFID Payment Tags: These tags have witnessed a surge in demand across diverse countries, transforming the landscape of
financial transactions with their seamless and secure capabilities. The adoption of RFID technology in payment systems has
become a global phenomenon, driven by its efficiency and user-friendly features. In the U.S., RFID payment tags, often
integrated into credit and debit cards, have gained popularity for their speed and convenience. European countries, known for
their tech-savvy populations, have embraced RFID payment tags with enthusiasm. The contactless payment culture in countries
such as the UK has led to widespread adoption, reducing reliance on traditional cash transactions. In Asian markets, particularly
in China and Japan, RFID payment tags are integral to the rapidly evolving mobile payment landscape. Mobile wallets and
payment apps utilize RFID technology to enable quick and secure transactions. The demand for RFID payment tags transcends
borders, with diverse countries recognizing the benefits of this technology in revolutionizing payment systems. As the world
increasingly shifts towards contactless and digital transactions, RFID payment tags are poised to play a significant role in
shaping the future of global finance.
222Fuel Cards: The demand for fuel cards is notably high due to their ability to streamline fuel-related transactions and provide
valuable insights into fleet spending. Businesses across various sectors are recognizing the advantages of centralized fuel
payments, enhanced reporting capabilities, and the potential for cost savings through better control over fuel expenses. In the
U.S., Europe, and Australia, where commercial transportation is a cornerstone of the economy, fuel cards are extensively used
to manage fuel expenses. As firms worldwide continue to recognize the benefits of fuel cards, the industry is poised for further
expansion, offering opportunities for innovation and strategic partnerships.
Overview of Indian retail market
The Indian retail market is the fourth largest retail market globally and one of the fastest growing. India’s retail industry on
track to be worth a staggering ₹ 142.3 trillion by the year 2030, growing at a CAGR of 5.3% in the Fiscal 2023-Fiscal 2030
period.
A growing middle class, rising disposable incomes, and an expanding urban population are fueling demand for consumer goods
and lifestyle products. Rapid digitization and increased internet penetration have also boosted e-commerce growth, while
organized retail is expanding with the entry of global players and the rise of large domestic retail chains. Additionally, the youth
population and their preference for convenience, coupled with innovations like quick commerce and digital payments, are
transforming the shopping experience and driving retail expansion across the country.
Increasing Share of Online in Indian Retail Market:
The share of online retail in the Indian retail market has been rapidly increasing, driven by factors such as rising internet
penetration, the growth of digital payments, and changing consumer preferences toward convenience and speed. With more
than 850 million internet users, India’s e-commerce sector has seen exponential growth, with online retail projected to account
for nearly 19% of total Indian retail sales by 2030, up from 5% in 2019.
The online retail market is projected to grow from ₹ 8.5 trillion in Fiscal 2023 to ₹ 27 trillion by Fiscal 2030, growing at a
CAGR of 18% in the Fiscal 2023-2030 period.
Major e-commerce platforms like Amazon, Flipkart, and Reliance JioMart are playing a key role in expanding online retail,
offering consumers access to a wide range of products at competitive prices. The COVID-19 pandemic accelerated this shift,
with more consumers opting for online shopping for essentials, fashion, electronics, and groceries.
223The rise of quick commerce in India represents a significant shift in the retail landscape, driven by the increasing demand for
fast delivery of groceries and everyday essentials. Quick commerce, which focuses on delivering goods to consumers within a
very short time frame—often within 30 minutes—has gained traction due to the rapid growth of digital penetration and changing
consumer behavior. Prominent players in this space include Blinkit, Zepto and Swiggy Instamart. This surge in quick commerce
not only reflects the changing preferences for immediate gratification but also signifies the potential for significant growth in
the Indian retail market, as businesses adapt to meet the evolving needs of consumers
Preferred Method of Payment in India
The landscape of payment methods in India has undergone a significant transformation in recent years. While cash was
traditionally the cornerstone of all transactions, the advent of digitalization has brought about a notable shift in consumer
preferences.
Parallel to the decline in cash usage, there has been a significant upsurge in the use of debit and credit cards. Factors contributing
to this surge include the widespread availability of card-accepting merchants, reward programs, and the ease of transaction
tracking. Moreover, the security features associated with card transactions, such as OTP verification and fraud protection, have
also boosted consumer confidence.
Looking towards 2025, it is anticipated that digital payment methods will continue to grow in prominence. Debit and credit
cards are expected to evolve with enhanced security features and greater integration with international payment systems, making
them more appealing for global transactions.
Moreover, the continued push from the government towards a 'Digital India' is expected to further decrease the reliance on cash.
This will be supported by the ongoing expansion of internet connectivity and smartphone penetration across the country, even
reaching the rural and remote areas.
Growing significance of cards in India
In the realm of financial transactions, India has traditionally been anchored in cash-based dealings. However, recent years have
seen a paradigm shift, with a significant increase in the adoption of card payments, both debit and credit.
(a) Debit Cards: The Foundation of Digital Payments
Debit cards have been the cornerstone of this transition. They have seen consistent growth, led by major banks like the State
Bank of India and private players like HDFC Bank. The expansion of the debit card market is indicative of a growing consumer
preference for electronic payments, bolstered by government initiatives aimed at financial inclusion and the digitization of the
economy.
(b) Credit Cards: A Surge in Popularity
While debit cards have a wider base, credit cards have witnessed a more dynamic growth trajectory. Despite lower penetration,
with only 6.3 credit and charge cards per 100 individuals compared to 71.7 for debit cards, credit and charge cards accounted
for 63.2% of card payments by value in 2022 (https://www.globaldata.com/media/banking/card-payments-india-grow-strong-
18-7-cagr-2022-2026-forecasts-globaldata/). This indicates a strong consumer preference for credit-based spending, especially
in sectors like travel, accommodation, and dining.
(c) Government Initiatives and Policy Implications
224Government policies have played a pivotal role in this shift. The establishment of the Payments Infrastructure Development
Fund (PIDF) by the Reserve Bank of India to expand payment infrastructure, especially in smaller towns, and the abolition of
merchant service fees on state-owned RuPay cards have significantly promoted card usage
(https://www.globaldata.com/media/banking/card-payments-india-grow-strong-18-7-cagr-2022-2026-forecasts-globaldata/).
These initiatives, alongside campaigns like Digital India, have been instrumental in driving the growth of card payments.
(d) Economic and Technological Drivers
Economic recovery post-pandemic and a rise in consumer spending have further fuelled the card payment market. The card
payments market in India registered a growth of 26.7% in 2022 and is set to grow by 23.6% in 2023
(https://www.globaldata.com/media/banking/india-card-payments-market-grow-23-6-2023-forecasts-globaldata/), indicative
of a strong revival in the economy and increased consumer confidence in card transactions. Technological advancements, such
as the development of secure payment gateways, the proliferation of smartphones, and the availability of easy-to-use mobile
banking applications, have also contributed to this surge.
Payment Cards manufacturing market
The manufacturing of payment cards in India, is an integral component of the country's burgeoning digital economy, it reflects
a fascinating juxtaposition of domestic capabilities and global dependencies. At the heart of this sector lies the manufacturing
of payment cards such as mag-stripe cards, EMV cards, DI Cards, Smart Cards & Government ID cards such as electoral cards,
Registration cards, Driving licence and Aadhar cards which is primarily manufactured indigenously. Companies like Manipal
Payments and Identity Solutions Limited (MPi) in Manipal stand out as key players in this domain, underscoring India's
competence in producing these types of payment cards. The predominance of local manufacturing for payment card &
Government ID cards signals a self-sufficient streak in an otherwise globally interlinked industry.
Technologically, Indian manufacturers prioritize security, design, and efficiency. Firms certified by Visa, Mastercard, and NPCI
(National Payments Corporation of India), offer a range of smart card and smart tag solutions. Their products span debit and
credit cards to smart wearables and merchant QR code kits, highlighting the industry's move towards contact & contactless
transaction methods. These solutions encompass technologies like magnetic stripe, NFC (Near Field Communication), RFID
(Radio-Frequency Identification), EMV chip-based, and dual interface cards. The manufacturing process is highly automated,
involving encrypted networks and machines that encode private information onto cards, followed by rigorous quality checks to
ensure compliance with company and regulatory standards.
Furthermore, the environmental impact of card manufacturing is an aspect that is gaining attention. As sustainability becomes
a global priority, Indian manufacturers are exploring ecofriendly materials and processes. Biodegradable plastics and recycled
materials are increasingly being considered for card production, reflecting a shift towards environmentally conscious
manufacturing practices.
Payment card manufacturing is a highly operationally intensive business that demands a precise blend of advanced technology,
secure infrastructure, and flawless execution—capabilities that take years to build and refine. The process involves multiple
complex stages, including chip module integration, card lamination, secure personalization, and stringent quality control, all of
which must be synchronized seamlessly to ensure reliability and compliance. Moreover, entry into this industry is restricted by
the need for multiple global certifications—such as those from Visa, Mastercard, RuPay, and PCI—which involve rigorous
audits, data security protocols, and physical infrastructure standards. Achieving these certifications requires substantial
investment and a long gestation period, creating a high entry barrier and limiting credible global-scale players. As a result, only
a few firms globally possess the technical depth, operational maturity, and certified capabilities needed to serve regulated and
high-volume markets, making card manufacturing a niche yet critical component of the global payments ecosystem.
Manufacturing Process of Payment Cards
225A few payment card manufacturers also provide end-to-end service to their customers. This involves manufacturing the card
and ensuring it is successfully delivered to the end user and managing the entire card life cycle. They also ensure that their
process is completely compliant to all security measures in order to safeguard the end users and the bank. Manufacturing of
payment cards is a complex process that requires specialized skillset and hence manufacturers need to keep up with technology
developments while ensuring security and efficiency. The overall card manufacturing process can be divided into three key
steps:
• Base card manufacturing
• Personalization
• Fulfilment
Card Design and Production:
The manufacturing process for payment cards, like credit cards or debit cards, involves several steps to ensure security,
durability, and functionality. Manufacturers need to possess skillset of Designing of artwork, choosing of right raw material,
precession manufacturing, State of the art machinery and technology to handle complex process such as Plastic/Metal bonding,
design & printing, Precise collation, lamination, Die cutting and quality control.
The manufacturing of PVC cards is a multi-stage process that involves several key steps:
1. Sheet Preparation: Large sheets of polyvinyl chloride (PVC) are used, and the artwork is printed on these sheets.
2. Printing: The design and information for the card are printed onto the PVC surface using various techniques like offset
printing, screen printing, or thermal printing. This can include text, images, barcodes, or other elements depending on the card's
purpose. In one sheet multiple cards are printed.
3. Collation: The front and back printed sheets are collated with intermediate antenna layer, followed with protective overlay
on both side of the card body and securely held together by welding.
4. Lamination: A process of sandwiching the PVC layers using heat and pressure. The sheets are fused together in the said
process and a single uni layer is produced.
5. Die-Cutting: The laminated sheets are fed through a die-cutting machine that precisely cuts out individual CR 80 card shapes.
6. Chip Embedding: For smart cards, an integrated circuit chip is embedded into a pre-cut cavity within the card's core layer.
The chip is soldered to the intermediate Antenna, this chip can store data, enable secure transactions through contact and
contactless functionalities.
2267. Quality Control: Each card undergoes rigorous quality control checks at each stage to ensure it meets the required
specifications and standards. This includes verifying print quality, chip functionality, and magnetic stripe readability.
PVC identity cards have a shorter lifespan compared to other ID card materials and need to be replaced at more frequent
intervals.
Personalization
Card personalization is the process of adding unique customer information and security features to a blank card, transforming
it into a functional payment, identification, or access card. Unique information specific to the cardholder is added to the card,
such as their name, card number, and expiration date by graphical embossing, debossing, or indenting, The chip is encoded
with the data in encrypted format as per PCI-DSS standards which makes the chip very secure. Card personalization is a critical
step in the card issuance process, ensuring the card is secure and ready for use by the cardholder.
Fulfilment
Card fulfilment encompasses the end-to-end process of preparing and delivering personalized cards to customers. This includes
Auto affixing of the personalized cards to welcome letters, And insertion of them into envelopes with other collaterals such as
booklets, terms and conditions and pouch etc. Followed with Strict quality control checks, packaging, and shipping to the
cardholder's address. Card fulfilment can also involve handling returns or replacements. Efficient and secure card fulfilment is
crucial for ensuring and maintaining the integrity of card programs.
Despatch/Mailing
The ready kits are then handed over to Despatch team which further connect the shipments to last mile using secure logistics to
the customer or card issuer for distribution to end-users.
Entry Barriers for the Industry / Critical Success Factors
(a) Compliance and Security Protocols / Strict Government Regulations / Certifications
The nature of the industry requires adherence to different standards and certification requirements, consistent delivery ensuring
reliability and long-standing relationships with customers. This offers a distinct advantage in terms of future contracts being
awarded, and acts as an entry barrier against new entrants.
For card payment security, entities are required to adhere to various standards such as PCI-PIN, PCI-PTS, PCI-HSM, and PCI-
P2PE, over and above the Payment Card Industry Data Security Standard (PCI-DSS) and Payment Application Data Security
Standard (PA-DSS). This emphasizes the importance of securing cardholder-authentication applications, processes, and
sensitive data, presenting another layer of complexity for new entrants depending on its timeline and infrastructure / setup
requirements. These certifications are critical as it builds trust and credibility, ensures market access and competitiveness, helps
meet compliance, improves customer satisfaction, and boosts investor and stakeholder confidence.
Recent regulatory developments have also brought challenges to the credit card and BNPL ecosystem in India. For instance,
RBI's new directions issued in the first quarter of the 2022-23 financial year consolidated and clarified regulatory requirements
for credit cards, charge cards, and debit cards. These directions extended the scope of regulations to certain BNPL models,
adding another dimension to the regulatory landscape that new entrants must consider. The regulatory framework for the BNPL
segment, while easier for FinTech firms, still poses challenges due to disruptions from RBI clarifications and stipulations
regarding co-branding arrangements.
(b) Quality controls
Quality control in payment card manufacturing is a significant barrier due to complex processes and high standards. Modern
cards require thorough treatment and cleaning. Cleaning metal parts for strong polymer bonding involves specialized washing
and activation methods like plasma or corona treatment.
Innovative technology is vital for efficient, waste-free production. Manufacturers need systems to differentiate high and low-
quality components and minimize waste. Precise communication with material suppliers, such as plastic blanks, metal sheets,
and microchips, is crucial even before assembly.
Effective waste management is essential to reduce waste from over-processing, punching errors, printing defects, or lamination
issues. This aligns with sustainable manufacturing, increasingly valued by consumers.
(c) Data security
227The industry requires high security and data protection, owing to access to highly sensitive cardholder information. As a result,
banks are selective about the partners with which they work and typically seek out manufacturers who have a well-established
reputation for trust and quality and are able to meet their service requirements.
The Payment Card Industry Data Security Standard (PCI DSS) is a global cardholder data security standard established by
major payment card brands like VISA, MasterCard, JCB, AMEX, and Discover. It mandates security requirements for policies,
procedures, network configurations, and software design to safeguard cardholder data. All entities handling cardholder data,
including merchants and service providers, must adhere to PCI DSS standards / regulations. Additionally, organizations in India
often pursue Information Security Management System ("ISMS") certification to manage broader information security
concerns. While ISMS covers various aspects of information security, PCI DSS specifically targets cardholder data protection.
Many organizations undergo annual assessments to maintain both PCI DSS and ISMS certifications, enhancing overall
information security. Banks and customers to payments card manufacturers are selective about the partners with which they
work and typically seek out manufacturers who have a well-established reputation for trust and quality and are able to meet
their service requirements.
The rise of digital payments in India, accelerated by events like the COVID-19 pandemic, has led to increased debit and credit
card transactions and the adoption of contactless payment technologies like near field communication ("NFC"). The RBI has
promoted contactless payments, allowing transactions up to ₹ 2,000 without a second authentication factor. However, this shift
has also heightened the risk of payment data breaches, necessitating businesses to implement robust and up-to-date security
frameworks. Insufficient cardholder data protection can have significant financial repercussions, with the average cost of a data
breach in India reported at ₹ 128 million. To mitigate such risks, it is imperative for organizations to follow best practices in
data protection. Furthermore, emerging payment methods, like the PCI Contactless Payments on COTS ("CPoC") standard,
provide critical security measures for accepting payments through merchant consumer off-the-shelf ("COTS") devices such as
smartphones or tablets, ensuring the confidentiality and integrity of payment account data.
(d) Technology
The payment card industry in India has rapidly evolved from magnetic strip cards to EMV and contactless cards. Manufacturers
must constantly upgrade their technologies for security and user convenience. They face the challenge of designing products
that are adaptable to different form factors, from wearable devices to payment cards, and that are resistant to various types of
attacks, including remote software, board level, and silicon level attacks.
In India, there is also a specific demand for secure microcontroller-based solutions for payment cards. This demand has evolved
from traditional magnetic strip cards to contact EMV cards and now to dual-interface cards, including contactless payments.
These advancements necessitate manufacturers to develop cost-efficient products with scalable embedded non-volatile memory
("eNVM"), high cycling capability, good retention, and low power consumption over a wide temperature range.
Furthermore, with the increasing interconnectedness of devices and the rising prominence of India in the electronic payments
sector, manufacturers face the challenge of ensuring world-class safety and security systems. They must adopt global standards
of EMV, Tokenization, and employ advanced fraud solutions and artificial intelligence to combat sophisticated and fast-moving
organized crime networks. Ensuring such high-level security is critical, especially as domestic networks grow and attract the
attention of international crime syndicates.
(e) End to end solutioning
End to end solutioning with logistics and other value-added services to provide a seamless and hassle-free experience for their
customers and banks also acts as a key entry barrier for the industry and continues to be a critical success factor for vendors in
the market. Banks prefer to work with partners offering one stop solutions across all three services (cards, cheques and logistics).
(f) Pricing
Pricing is crucial for maintaining cost competitiveness (lower production costs through economies of scale and advanced
manufacturing techniques), positioning the brand, acquiring and retaining customers, ensuring sustainable profit margins,
adapting to market changes, complying with regulations and certifications costs, and managing global market dynamics
(including managing currency fluctuations and adapting to regional pricing strategies)
(g) Strategic location and proximity to customers
Location and proximity to customers is crucial as a strategic location enhances logistics and distribution efficiency, reduces
turnaround time, improves customer service, strengthens supply chain management and fosters collaboration among others.
Industry Challenges and Threats
In the payment card industry, encompassing credit and debit cards, manufacturing vendors encounter numerous threats and
challenges, such as:
2281. Regulatory Changes:
o Increased Regulation: More stringent regulatory requirements can lead to higher compliance costs and
greater operational complexities.
o Data Protection Laws: Complying with data protection regulations can be both difficult and costly.
2. Cybersecurity Threats:
o Data Breaches: The ongoing threat of hacking and data breaches can cause significant financial losses and
harm to reputation.
o Fraud and Identity Theft: The rising incidents of fraud and identity theft require continuous investment in
security technologies.
3. Consumer Behavior Changes:
o Shift to Digital Payments: The move towards non-card-based digital and contactless payments may decrease
the demand for physical cards.
4. Economic Factors:
o Economic Downturns: Economic instability can result in reduced consumer spending and higher default
rates on credit cards.
o Inflation: Increasing costs can negatively impact consumer spending.
5. Operational Challenges:
o Supply Chain Issues: Disruptions in the supply chain can affect the production and distribution of physical
cards.
o Technological Upgrades: Constant technological upgrades are necessary to remain competitive, which can
be resource-intensive and costly.
6. Partnership and Integration Risks:
o Reliance on Third Parties: Dependence on third-party providers for technology and services can pose risks
if these partners encounter problems.
7. Global Market Dynamics:
o Geopolitical Risks: Political instability and changes in trade policies can impact global operations, the
economy, and consumer spending.
8. Environmental Concerns:
o Sustainability Pressures: Growing awareness and regulatory pressures around environmental sustainability
will require the development of eco-friendly cards, increasing production costs.
IDENTIFICATION, ANTI-COUNTERFEITING & TRACKING TECHNOLOGIES : FOCUS ON RFID,
HOLOGRAMS AND QR CODES
RFID MARKET
Global RFID Industry Overview
Radio Frequency Identification ("RFID") is a wireless communication technology utilizing electromagnetic coupling to identify
and track objects. The RFID market comprises of tags, readers, and middleware, with further categorization into active and
passive types. Frequency-based segmentation includes Low, High, and Ultra-high frequency RFID. RFID uses electromagnetic
fields to automatically identify, and track tags attached to objects.
The global RFID market, valued at approximately ₹ 1,338.5 billion in 2024, is projected to grow at a 11.9% CAGR and reach
₹ 2,631.1 billion by 2030. RFID technology offers real-time visibility of object location, status, and movement, enabling
businesses to enhance inventory tracking, identify inefficiencies, and improve operational efficiency.
229The COVID-19 pandemic accelerated RFID adoption in retail, e-commerce, logistics, and healthcare sectors, facilitating
contactless solutions and enhancing supply chain efficiency. Beyond inventory management, RFID applications extend to real-
time supply chain visibility and omnichannel offerings such as buy online/pick up in store, ship from store, and self-checkout.
A major use case of RFID technology by corporates around the world is for tracking corporate assets, furniture, office
equipment, IT hardware and servers.
There’s been an increased RFID adoption since 2018, particularly in retail. For example, Inditex, parent company of Zara,
implemented RFID for garment tracking in its inventory management and Stock Management/Replenishment systems.
RFID Ecosystem (Chip, tag, reader/antenna manufacturers, software, label/printer providers)
RFID technology comprises essential elements: Antenna, Transceiver, Tags, and a database. The Antenna and Transceiver
combine to form the RFID reader, which serves as an intermediary between RFID tags and the database. Tags, also known as
Transponders, transmit data to the reader. Middleware software processes this data and interfaces with the backend systems.
The database, as the final component in this ecosystem, stores and manages the information relayed through middleware.
The integration of RFID tunnels, gates, encoders, packing stations, and point-of-sale (POS) systems is enhancing the RFID
landscape and infrastructure, making it more robust and versatile.
The RFID ecosystem encompasses various systems and frequency bands, which determine the technology's capabilities and
applications. RFID systems typically operate at Low Frequency ("LF"), High Frequency ("HF"), Ultra-high Frequency
("UHF"), and extremely high frequencies. Higher frequencies correlate with increased screening ranges for readers. As an
example, high-frequency RFID systems support detecting objects from a distance of 1 metre while UHF can achieve read ranges
of 4-12 meters depending on environment and reader power.
The RFID ecosystem's primary stakeholders include hardware vendors, software vendors, system integrators, and consultants.
Hardware vendors comprise manufacturers of Readers, Inlays, converters, and resellers. Inlay manufacturers produce tags
inlays, using antennas, and chips as raw-materials, while converters integrate inlays into finished tags or labels. Peripheral
vendors supply additional components for system installation, such as portals, reader and antenna mounting hardware, and
motion sensors.
Software vendors provide database management systems, middleware, application software, and interfaces for existing
applications.
System integrators design RFID systems by selecting appropriate hardware and software components. They handle installation
and integration of these systems into existing infrastructure.
Consultants offer specialized expertise in areas including business requirements, documentation, technical aspects, facilities,
and training.
Market trends, growth drivers, opportunities, and challenges; Importance of offering solutions to customers through
tags
Market Trends
Passive UHF RFID Tags: These tags are battery less and are powered by the electromagnetic energy emitted by the RFID
readers. Passive UHF RFID tags are typically used in large scale operations due to their longer read ranges. They are cost-
effective with quicker data transfer speeds. Their demand stems from efficient and scalable applications
230such as supply chain management, retail inventory management, and asset tracking. The capability of passive UHF tags to
handle simultaneous reading of multiple tags further enhances their appeal.
Supply chain optimization: RFID technology facilitates tracking and tracing of goods from warehouse to other entities and
their transportation mechanisms. RFID tags contribute to minimizing errors, wastage, stock loss, reducing costs, and ensuring
timely product delivery.
Advancements in RFID technology: Recent developments in RFID technology include improved read ranges, greater data
storage capabilities, and more compact sizes. Additionally, reader technology advancements are resulting in enhanced accuracy,
faster reading speeds, and the ability to process a higher volume of tags simultaneously. These improvements are opening up
new applications across various industries.
RFID in retail and ecommerce: RFID technology assists retailers in streamlining inventory management, reducing shrinkage,
and enhancing overall customer shopping experiences. Examples include smart shelves that monitor stock levels and initiate
reorders, and automated checkout systems utilizing RFID tags for quicker billing and more convenient transactions.
Key Growth enablers for the segment include:
1. Increased Demand for Real-Time Tracking & Inventory Management: RFID technology is widely adopted in
industries like retail, logistics, healthcare, and manufacturing for efficient asset tracking, real-time inventory
management, authentication and supply chain optimization. Businesses benefit from improved operational efficiency,
reduced labor costs, and minimized inventory inaccuracies.
2. Integration with IoT & Digital Transformation: The growing integration of RFID with IoT devices enables
seamless data sharing, enhanced automation, and intelligent decision-making. As companies increasingly focus on
digital transformation, RFID technology is becoming essential for enhancing visibility in operations, boosting
productivity, and offering predictive analytics.
3. Regulatory Mandates and Industry Standards: Sectors like healthcare, pharmaceuticals, and food & beverage are
subject to strict regulatory standards for product traceability, safety, authentication and anti-counterfeiting measures.
RFID ensures compliance with these regulations, thus driving its widespread adoption in critical industries.
4. Decreasing Costs of RFID Technology: Advancements in RFID hardware, including tag miniaturization and lower
production costs, have made RFID systems more affordable. This reduction in the cost barrier has allowed small and
medium-sized enterprises (SMEs), small volume applications to leverage RFID, expanding the market further.
5. Rise of E-commerce and Omnichannel Retail: The rapid growth of e-commerce and omnichannel retail models
demands real-time inventory visibility, faster order fulfillment, and efficient supply chain operations. RFID technology
helps retailers track goods from warehouse to delivery, improving overall customer satisfaction.
6. Advancements in RFID Technology: Continued R&D has led to improvements in RFID's read range, accuracy, and
environmental durability. Enhanced capabilities such as RFID sensors and active RFID systems are expanding its
application in high-value asset tracking, environmental monitoring, and smart infrastructure.
7. Expansion of RFID in Emerging Markets: Emerging economies are increasingly adopting RFID solutions across
industries like automotive, logistics, defence, livestock, agriculture, and government services. These regions are
driving growth as RFID supports modernization initiatives and industrial automation efforts.
These enablers position RFID as a critical technology for improving operational efficiency, reducing errors, and driving
innovation in various sectors.
RFID Market: Split by Regions
231The RFID market in North America is expected to grow from ₹ 475 billion in Fiscal 2024 to ₹ 839.3 billion in Fiscal 2030
growing at a CAGR of 10%. The North American market is characterized by robust adoption across diverse industries such as
retail, healthcare, logistics, and defense, driven by the region's advanced technological infrastructure and focus on automation.
In the retail sector, major players like Walmart utilize RFID for inventory optimization, enhancing stock accuracy and customer
satisfaction. The healthcare industry increasingly deploys RFID for patient tracking, equipment management, and ensuring
medication authenticity. Growth in e-commerce is boosting RFID adoption in logistics and supply chain management, where
real-time tracking and automation have become critical. Integration with technologies like IoT further enhances the utility of
RFID in achieving smarter and more efficient operations. Additionally, the U.S. government supports RFID adoption in defense
applications for asset tracking and security. Other key drivers include the increasing use of RFID in cashless payment systems
and a regulatory push towards digital transformation. North America’s emphasis on research and development ensures the
region remains a leader in RFID innovation, with a growing focus on sustainability, such as the use of eco-friendly tags.
The RFID market in Europe is expected to grow from ₹ 356.9 billion in Fiscal 2024 to ₹ 726.2 billion in Fiscal 2030 growing
at a CAGR of 12.6%. The RFID market in Europe is experiencing significant growth, driven by its widespread adoption across
sectors such as retail, manufacturing, automotive, healthcare, and logistics. A key trend in Europe is the integration of RFID
with Industry 4.0 initiatives, particularly in manufacturing and automotive sectors, where RFID enhances automation, asset
management, and supply chain visibility. For example, major European automotive manufacturers use RFID for tracking
components throughout the production process, ensuring seamless logistics and inventory control. The healthcare sector in
Europe is also embracing RFID for tracking medical equipment, improving patient safety, and ensuring compliance with
stringent regulations for pharmaceuticals and medical devices. The European Union’s regulatory framework, particularly
around food safety and pharmaceutical traceability, has been a strong growth driver, pushing industries to adopt RFID for
compliance. Additionally, sustainability is a growing focus, with eco-friendly RFID tags becoming more prevalent as
companies strive to meet environmental goals. The shift towards contactless technologies and the digital transformation of
industries further contribute to the accelerating growth of the RFID market in Europe.
The RFID market in APAC is expected to grow from ₹ 335.1 billion in Fiscal 2024 to ₹ 749.6 billion in Fiscal 2030 growing
at a CAGR of 14.4%. The RFID market in the Asia-Pacific (APAC) region, is experiencing rapid growth, driven by
technological advancements and increasing demand across various sectors, including retail, logistics, healthcare, and
manufacturing. China, Japan, and South Korea are leading the charge, with China seeing widespread adoption in sectors such
as retail, manufacturing, and transportation, where RFID is used for inventory management, supply chain optimization, and
asset tracking. In Japan, RFID technology is integral to the development of smart cities and contactless payments, with a strong
emphasis on improving urban mobility and streamlining public services. The region's rapid urbanization and expansion of e-
commerce are key growth drivers, as businesses seek to enhance supply chain transparency, reduce operational costs, and
improve customer experience through real-time tracking and automation. Additionally, the automotive industry in Japan and
South Korea increasingly relies on RFID for inventory management and component tracking in production lines. As the APAC
region continues to embrace digital transformation, the demand for RFID is further fueled by government initiatives promoting
technological adoption. The growing focus on security and fraud prevention in sectors like retail and logistics is also
contributing to the expanding market for RFID in the region.
The RFID market in India is expected to grow from ₹ 47.8 billion in Fiscal 2024 to ₹ 102.9 billion in Fiscal 2030 growing at a
CAGR of 13.6%. Demand for RFID is expected to increase in India along with organised retail, logistics supply chain,
automotive, manufacturing, health care, and public transit sectors. The retail sector leads this transformation, with RFID being
used for inventory management, enhancing supply chain efficiency, and reducing theft, as retailers look to meet the demands
of an increasingly digital and customer-centric economy. The logistics and transportation sectors are also significant
contributors, particularly with initiatives like the FASTag for toll collection, which has seen wide adoption across India’s road
networks. Additionally, RFID technology plays a crucial role in the manufacturing sector as India moves towards Industry 4.0
232with increasing automation and smart factory solutions. The government of India has been a key driver of RFID adoption,
particularly with projects aimed at modernizing the country’s infrastructure, such as the development of multi-modal logistics
parks and the implementation of smart city projects. These initiatives, coupled with an increased focus on digital transformation,
have led to enhanced tracking, better inventory management, and improved operational efficiency in both public and private
sectors. The growing e-commerce, automative and infrastructure sectors in India also boosts RFID demand, as logistics
companies require efficient tracking and real-time data for last-mile delivery, authentication and tracking. Moreover, the rise
in contactless payment solutions, including RFID-enabled banking cards, further accelerates the market's expansion. In RFID
manufacturing, chip bonding is the cornerstone of tag functionality, bridging the gap between design and practical application.
As industries increasingly adopt RFID, domestic production of RFID components and systems becomes essential to address
several economic, strategic, and operational challenges. Advancements in chip bonding will play a key role in enhancing
performance, reducing costs, and enabling new use cases. Building domestic capabilities in this area would reduce the need for
importing finished RFID products or components and enhance supply chain resilience and support the “Make in India”
Government Initiatives.
The RFID market in Middle East & Africa is expected to grow from ₹ 123.2 billion in Fiscal 2024 to ₹ 213.1 billion in Fiscal
2030 growing at a CAGR of 9.6%. The RFID market in the Middle East & Africa ("MEA") is experiencing steady growth,
driven by increasing adoption across sectors such as retail, logistics, oil & gas, and smart city projects. The Middle East, in
particular, is seeing significant investments in smart cities and infrastructure development, where RFID plays a key role in
optimizing transportation, access control, and security. For instance, countries like the UAE and Saudi Arabia are integrating
RFID technology into their urban infrastructure for enhanced traffic management and public safety, while also adopting RFID
for asset management in government services and large-scale events. In the retail sector, RFID is gaining momentum for
inventory management, product authentication, and loss prevention, as businesses look to enhance customer experiences and
improve operational efficiency.
In Africa, RFID adoption is being driven by the need for improved supply chain management and traceability, particularly in
industries such as agriculture, healthcare, and logistics. For example, RFID is being used to track livestock and manage
agricultural supply chains more efficiently. The oil and gas sector in countries like Nigeria and Angola is also embracing RFID
for asset tracking and monitoring, improving safety and compliance in remote and hazardous environments. Another notable
trend in Africa is the increasing use of RFID in healthcare for tracking medical supplies and patient data, which is essential for
improving service delivery and addressing logistical challenges in healthcare systems. The growth of e-commerce and digital
transformation across the region is further bolstering the demand for RFID, as businesses seek to streamline operations and
improve transparency in inventory and delivery management.
The market in MEA is also supported by government initiatives focused on modernization and digitalization, as well as the
expanding use of RFID in sectors requiring secure and efficient identification, such as banking, transportation, and hospitality.
Additionally, RFID's potential in enhancing security and anti-counterfeiting measures is driving its uptake, particularly in the
luxury goods market. Overall, the RFID market in MEA is expected to grow steadily, with key growth drivers including
urbanization, technological advancements, and sector-specific needs for operational optimization and security
RFID Market: Split by RFID Tags Type
The global RFID tag market is primarily divided into active and passive RFID tags, both of which serve distinct roles across
various industries. These two types of tags differ in terms of functionality, cost, range, and application, and each is seeing
unique growth drivers and trends in the global market.
Passive RFID Tags Market
233The passive RFID tags market globally is estimated to be US$13 billion in Fiscal 2024 and is expected to grow to US$25.7
billion in Fiscal 2030 growing at a CAGR of 12.1%. The passive RFID tags market is by far the largest segment in the RFID
industry due to their cost-effectiveness, simplicity, and widespread adoption across various sectors. These tags operate without
a battery, drawing power from the RFID reader’s signal to transmit data. This makes them ideal for applications such as
inventory management, asset tracking, and supply chain logistics, where low-cost, high-volume deployment is essential.
One of the key trends driving growth in the passive RFID tag market is the increasing adoption in retail. Retailers are using
passive RFID tags to streamline inventory management, enhance customer experiences, and reduce shrinkage. The automotive
and pharmaceutical industries also leverage passive RFID for parts tracking and drug traceability, respectively, benefiting from
the ability to tag large quantities of products at a low cost.
Another growth driver is the integration with IoT. The rise of IoT-enabled systems has made passive RFID tags a critical part
of connected supply chains and smart inventory management systems. As industries across the globe adopt digital
transformation, the demand for passive RFID tags continues to grow. Additionally, government mandates and regulations,
especially in sectors like healthcare (for tracking medical devices and pharmaceuticals), also contribute to market expansion.
The passive RFID market is expected to continue growing due to cost-efficiency, wider adoption in asset management, and
increasing demand for supply chain visibility.
Active RFID Tags Market
In contrast, active RFID tags are gaining traction due to their higher range and ability to transmit signals independently, powered
by a battery. These tags are particularly useful in applications requiring real-time tracking and monitoring, such as in logistics,
security, and asset management, where high-value or critical assets need to be tracked over long distances.
The growth of the active RFID market is closely tied to developments in logistics and supply chain management, where
businesses are increasingly investing in real-time tracking to optimize inventory, reduce errors, and improve operational
efficiency. Active RFID tags are widely used in environments where continuous data monitoring is essential, such as for high-
value goods, personnel safety, or vehicle tracking in the transportation sector. The healthcare industry is another significant
user of active RFID, particularly for patient monitoring, tracking medical equipment, and ensuring the security of
pharmaceuticals.
Key drivers for the active RFID market include the rising demand for real-time data, automation in manufacturing processes,
and increased investment in smart logistics. These drivers are amplified by the growth of smart cities, where RFID technology
plays a central role in transportation management, asset tracking, and public safety applications. Furthermore, advancements in
battery technology and miniaturization are making active RFID tags more affordable and effective for a wider range of
applications.
The active RFID market is expected to expand rapidly as industries continue to demand more sophisticated and real-time
tracking solutions. As the Internet of Things (IoT) and big data technologies evolve, the need for advanced RFID systems
capable of providing constant, reliable data will further drive the market's growth
Both the active and passive RFID markets are set to benefit from the growing demand for automation, digitization, and data-
driven solutions across industries worldwide. While passive RFID continues to dominate due to its low cost and simplicity, the
active RFID market is seeing significant growth driven by applications that require real-time tracking, security, and high-
performance systems. As these technologies evolve, the global RFID market is poised to witness innovation in how these tags
integrate into broader IoT ecosystems, creating new growth opportunities in sectors ranging from retail and logistics to
healthcare and manufacturing.
RFID across Industry Verticals: Application & Growth enablers
RFID in Retail
234RFID automatically identifies objects, which makes retrieving information about each object in retail easier than using
technologies, such as barcodes. In the retail industry, RFID tags can attach or integrate with any product at the manufacturing
stage. RFID would be able to store data of various parameters of a product, such as brand, cost, dates of manufacturing and
expiry, supplier information, and categories of information available around the product. The information that RFID tags collect
can feed into SCM systems as a valuable IoT tool for end users.
The main benefits of including RFID in the retail sector are as follows:
• Sharing accurate information with the SCM ensures the better management of goods.
• Ensuring the traceability and trackability of assets aids in the better delivery and return management of products.
• Product security improves with anti-theft features.
It enables evaluation of the entire supply chain.
RFID as a critical growth enabler in Garment Retail
The growth of RFID (Radio Frequency Identification) technology in the garment retail sector has been significant, driven by
the need for greater efficiency, inventory accuracy, and supply chain transparency. RFID enables retailers to track individual
items throughout the supply chain, from manufacturing to the retail floor, enhancing inventory management, reducing theft,
faster billing, efficient return management, and improving customer experience. RFID is a critical component in the larger
adoption of IoT in retail, enabling stores where products, shelves, and checkout systems are interconnected. This integration
paves the way for innovations like fitting rooms, where RFID-enabled mirrors suggest products, and automated checkouts,
further improving the overall customer experience. Global companies like Zara, Uniqlo, and Nike have pioneered RFID
adoption in their operations, leading the way for other retailers to follow suit.
The adoption of RFID in garment retail continues to grow as retailers recognize its value in improving inventory accuracy,
reducing shrinkage, and enhancing the overall customer experience. With major global brands leading the charge, RFID
technology is set to become a standard tool in the retail industry’s digital transformation journey.
RFID in Library Management
RFID technology has revolutionized library operations by automating and accelerating key processes such as book circulation,
inventory management, and security. Each book is tagged with a passive RFID label containing a unique identifier, allowing
for non-contact, rapid scanning using handheld or fixed readers. Patrons benefit from self-service kiosks that enable fast check-
in and check-out without staff intervention. Additionally, book drop kiosks equipped with RFID readers allow users to return
books conveniently. These kiosks instantly update the book’s status in the library management system and can generate return
receipts automatically, even after hours.
Library staff use RFID handheld devices for quick shelf audits and to locate misplaced books. Exit gates fitted with RFID
antennas act as theft deterrents by detecting unauthorized removals. With real-time integration into the library management
software, RFID systems provide complete visibility into book status, circulation history, and overdue alerts, enhancing both
operational efficiency and user experience.
235RFID in Keyfobs
RFID has become the de-facto backbone of modern key-fobs, transforming the way people unlock cars, access buildings and
authenticate at secure kiosks. Today passive ultra-high frequency ("UHF") and high frequency ("HF") RFID tags are embedded
in automotive and access-control fobs, and this is expected to rise as smart-mobility and prop-tech ecosystems scale. In vehicles,
low-frequency and high-frequency chips deliver hands-free entry, engine start and personal-profile recall, while ultra-wideband
("UWB") is now being layered on top to thwart relay attacks with centimetre-level ranging. Commercial real-estate operators
deploy key-fobs to manage employee movement, integrate time-and-attendance, and push dynamic credentials from the cloud—
eliminating the re-keying costs of legacy magnetic stripes. Hospitality brands are migrating to Bluetooth-NFC hybrid fobs that
can be over-the-air provisioned and audited, cutting check-in time and card waste.
RFID in EV Battery Charging
For EV charging, RFID cards are used to make it easy to pay for charging at charging points. An RFID card enables the user to
start a charge at a public charging point by tapping his card against a reader. The card contains unique data that is transmitted
to the charging station, allowing it to identify the user and initiate the charging process. Manufacturers are now working on
options of having RFID enabled charges (7.5KW) for home installations to be activated through and RFID keyfob inked to the
charging reader. The synchronization between the RFID keyfob and the EV charging reader involves a process that enables the
charging system to identify the user, grant access, and initiate charging.
RFID in Access Control & Payments
RFID technology is increasingly being utilized in events to enhance access control and payment processes. By integrating RFID
into event management, organizers can streamline operations, improve attendee experiences, and provide secure payment
options.
RFID wristbands, cards, or badges can be used for contactless entry into events. Attendees simply scan their RFID-enabled
device at entry points, significantly reducing wait times compared to traditional ticketing systems. RFID systems allow event
organizers to monitor attendance in real-time, tracking the flow of attendees, and managing crowd control more effectively.
RFID-enabled wristbands or cards can be prepaid instruments or can be linked to attendees' payment accounts, enabling cashless
transactions at food stalls, merchandise booths, and other vendors. This simplifies the payment process and enhances
convenience. Attendees can make purchases by simply tapping their RFID wristbands or cards at POS terminals, reducing
queues and improving the overall event experience.
RFID as a critical growth enabler in Solar energy sector
The growth of RFID technology in the solar energy sector is a relatively new but rapidly emerging trend. RFID is being
increasingly used in solar energy projects to enhance the efficiency and traceability of solar panels, improve supply chain
management, ensure compliance with quality standards, and reduce operational costs. As the solar industry expands globally,
RFID plays a crucial role in improving asset tracking, enhancing monitoring systems, and ensuring accurate data management
in large-scale solar farms. Several global companies have begun integrating RFID into their solar operations, partnering with
RFID technology providers to streamline their processes.
Key Benefits of RFID in Solar Energy
1. Asset Tracking and Inventory Management: In large-scale solar farms, managing thousands of solar panels and
associated equipment is a complex task. RFID tags affixed to individual solar panels and components allow companies
to monitor their movement, installation status, and operational performance. This ensures better control over inventory,
reduces the risk of loss or theft, and enhances the lifecycle management of assets.
2. Supply Chain Visibility: RFID enhances supply chain transparency by tracking solar panel production, shipping, and
installation in real-time. This ensures compliance with industry standards and improves accountability at every stage,
from manufacturing to deployment on-site.
3. Quality Assurance and Maintenance: By tagging solar panels and components with RFID, companies can track the
history of each component, including manufacturing details, certifications, and performance data. This is critical for
maintenance operations, as it allows operators to identify underperforming panels and track warranty information more
efficiently.
4. Data Collection and Performance Monitoring: RFID-enabled sensors can be integrated into solar panels to collect
performance data such as energy output, temperature, and environmental conditions. This real-time data is crucial for
optimizing energy production and identifying issues before they cause system failures.
236As the solar industry continues to expand globally, the adoption of RFID technology is expected to grow. Governments and
organizations are increasingly focused on the efficient management of renewable energy projects, and RFID offers a scalable
solution for optimizing solar farm operations. Furthermore, the push for higher transparency and traceability in solar supply
chains, particularly in compliance with sustainability and ethical standards, will drive further investment in RFID technology.
RFID in Exports Sector
The growth of RFID (Radio Frequency Identification) technology in the export sector has been fueled by its ability to provide
real-time tracking, enhance supply chain visibility, ensure compliance with international trade regulations, and improve overall
operational efficiency. Exporters worldwide are adopting RFID to streamline logistics, reduce human error, authenticate
products, and combat issues like counterfeiting and theft. As global trade becomes increasingly complex, RFID has emerged
as a critical tool for ensuring smoother international transactions, improving inventory management, and delivering better
transparency to customers and regulatory authorities.
Key Drivers of Growth in RFID for the Export Sector
1. Enhanced Supply Chain Visibility: RFID provides real-time tracking of goods across international borders, ensuring
that exporters can monitor shipments from the point of origin to the final destination. This helps reduce delays,
minimize risks, and ensures that products are delivered on time.
2. Compliance with Trade Regulations: Many countries have strict regulations regarding the import and export of
goods, particularly in industries like pharmaceuticals, electronics, and food. RFID ensures that exporters can provide
accurate shipment information, which is crucial for customs clearance and meeting compliance requirements.
3. Counterfeit Prevention and Product Authentication: RFID tags are increasingly used to verify the authenticity of
goods, especially for high-value exports like luxury goods, pharmaceuticals, and electronics. This helps protect against
counterfeit products entering international markets, which is a significant concern for exporters and consumers alike.
4. Efficiency in Logistics and Automation: RFID allows exporters to automate inventory management, loading, and
shipping processes. This reduces the chances of human error, speeds up operations, and minimizes the time spent on
manual processes, leading to faster delivery times and reduced operational costs.
5. Integration with IoT and Blockchain: RFID’s integration with IoT and blockchain technologies has further fueled
its adoption in the export sector. This combination allows for granular tracking of shipments and creates tamper-proof
records, improving transparency, security, and compliance in global trade.
The continued growth of RFID in the export sector promises to revolutionize global trade by providing enhanced visibility,
better compliance with international regulations, and improved operational efficiency for exporters.
RFID in Logistics
The use of RFID technology in logistics has grown significantly over the past decade, driven by the increasing demand for real-
time visibility, supply chain efficiency, and accurate inventory tracking. RFID technology allows for the automatic
identification and tracking of items, improving asset management, streamlining operations, and reducing human errors. The
logistics sector has adopted RFID across various processes, from warehouse management and transportation to last-mile
delivery. Major global companies have been leveraging RFID to optimize their supply chains and enhance customer service,
while several key contracts and partnerships have shaped the growth of RFID in this field.
Key Benefits of RFID in Logistics
1. Manage inventory and supply chain traceability: RFID-based source tagging involves embedding RFID tags into
products at the point of manufacture. This technique enables tracking and identification throughout the supply chain,
from production to retail, and provides numerous benefits that enhance efficiency, visibility, and security. RFID tags
allow for real-time monitoring of inventory levels, making it easier to keep track of stock as items move through
different stages of the supply chain. Manufacturers, distributors, and retailers can see exactly where each tagged item
is located. By providing accurate data on inventory levels, RFID-based source tagging helps in maintaining optimal
stock levels, reducing the chances of stockouts or excess inventory.
2. Enhanced Security: RFID helps in reducing theft, misplacement, and counterfeiting in the supply chain by providing
detailed tracking of every asset. Goods can be traced back to their source, and unauthorized tampering or diversion
can be detected.
3. Efficient Warehouse Management: RFID enables automated tracking of products entering and leaving a warehouse.
This automation minimizes errors during the picking, packing, and shipping processes and speeds up warehouse
operations.
2374. Optimized Transportation: RFID tags on containers, trucks, and shipments provide real-time updates on the location
and condition of goods in transit. This helps in route optimization, reducing delivery times, and improving overall
logistics efficiency.
Future Growth and Opportunities
The future of RFID in logistics is bright, with the technology poised to play an even greater role as supply chains become more
complex and globalized. Several factors will drive RFID adoption in logistics, including:
1. E-commerce Growth: As e-commerce continues to expand, the need for efficient inventory management and fast
delivery will push more companies to adopt RFID in their logistics operations.
2. Automation and AI Integration: RFID will increasingly be integrated with automation systems, artificial intelligence
(AI), and the Internet of Things (IoT) to create smart supply chains. This will allow for better forecasting, predictive
maintenance, and real-time decision-making in logistics.
3. Sustainability Initiatives: RFID can help companies reduce waste, improve energy efficiency, and minimize their
environmental impact by optimizing transportation routes and inventory levels. Sustainability-focused supply chains
will drive the need for RFID solutions to track and reduce carbon footprints.
RFID Localisation in India
RFID localization in India is gaining significant momentum as the country seeks to build a robust ecosystem for indigenous
development, production, and adoption of RFID technology. This initiative aligns with the broader vision of Aatmanirbhar
Bharat (Self-Reliant India) and addresses the growing need for secure, efficient, and locally manufactured RFID systems across
industries.
Importance of RFID Localization:
1. Reducing Import Dependency: India has traditionally relied on imports for high-quality RFID components such as
tags, antennas, and readers. Localization aims to reduce this dependency, ensuring self-sufficiency.
2. Cost Reduction: By manufacturing RFID systems locally, the cost of production and deployment can be significantly
lowered, making the technology more accessible for small and medium enterprises (SMEs).
3. Enhanced Security: Locally developed RFID systems reduce the risk of external data breaches and cybersecurity
concerns, especially in critical sectors like defense, banking, and government projects.
4. Sectoral Integration: Localization supports the growing demand for RFID applications in sectors such as
transportation (e.g., FASTag for toll collection), logistics, retail, agriculture, and healthcare.
Initiatives Driving RFID Localization:
1. PLI Scheme: The Production Linked Incentive scheme incentivizes local manufacturers to invest in production
2. National IoT Policy: The government’s push for IoT adoption includes the promotion of RFID technology to improve
logistics, inventory management, and asset tracking.
3. Make in India Program: Encourages foreign and domestic investment in RFID manufacturing through tax incentives,
ease of doing business, and access to resources.
4. Public-Private Collaboration: Partnerships between Indian startups, research institutions, and global players foster
innovation and knowledge sharing in RFID development.
India’s efforts in RFID localization are expected to:
• Enhance Efficiency Across Industries: Local production will drive widespread adoption in logistics, healthcare,
public transportation, and supply chain management.
• Promote Technological Independence: Build a strong foundation for related technologies such as the Internet of
Things (IoT), smart sensors, and automated systems.
• Boost Exports: Position India as a major hub for affordable, high-quality RFID systems, catering to both domestic
and global markets.
238Through focused investments, policy support, and public-private collaboration, India is poised to emerge as a leader in RFID
technology, contributing to both national growth and technological advancement.
Challenges in the RFID Sector
While RFID (Radio Frequency Identification) technology is experiencing rapid growth, it faces several challenges and threats
that could impact its adoption and expansion. Some of the key threats and challenges include:
Privacy and Security Concerns
As RFID technology can track and collect data wirelessly, privacy concerns have arisen, especially in sectors such as retail and
healthcare. Unauthorized reading of RFID tags, data breaches, and misuse of personal information are potential threats that
could deter consumer and organizational trust in RFID systems. Ensuring secure encryption and limiting access to sensitive
data is critical to overcoming these concerns.
Interference and Signal Obstruction
RFID technology relies on wireless signals, which can be prone to interference from other radio waves or physical obstructions
such as metals and liquids. Signal disruption, which affects the accuracy and efficiency of RFID systems, remains a technical
challenge in environments with many overlapping signals or physical barriers.
Standardization Issues
While organizations like GS1 and Rain RFID have established global standards for UHF RFID systems, fragmentation still
exists in certain sectors and regions. Regulatory differences, varying frequency allocations, and country specific compliance
requirements can create interoperability issues between different systems. Different countries or industries may adopt different
RFID frequencies or protocols, making it difficult for global companies to implement customize systems across regions or
sectors to meet local regulations.
Environmental Factors
RFID systems can be vulnerable to extreme environmental conditions such as high temperatures, humidity, and chemical
exposure. Tags and readers may malfunction or degrade in harsh environments, reducing the technology's effectiveness in
industrial and outdoor settings.
High Implementation Costs
One of the biggest challenges to the widespread adoption of RFID is the high initial cost of deploying the technology. This
includes the cost of RFID tags, readers, infrastructure, and system integration. For many businesses, especially small and
medium-sized enterprises, niche use cases these costs can be prohibitive, slowing down the adoption rate.
Consumer Resistance
In sectors like retail, consumers may be wary of RFID due to concerns over tracking and data misuse, fearing that their personal
information or purchasing behaviors may be used without their consent. This perception can lead to resistance against RFID-
enabled products and services.
Technological Alternatives
RFID faces competition from other emerging identification and tracking technologies like Near Field Communication (NFC),
Bluetooth Low Energy (BLE), and QR codes, which offer similar functionalities at lower costs or with fewer privacy concerns.
These alternatives could slow the adoption of RFID, especially in sectors where lower-cost options are more practical.
Addressing these challenges will be crucial for the RFID market to continue its growth trajectory, requiring advancements in
technology, improved regulations, and broader industry collaboration.
RFID Market, Split by Products (Tags, Software and services, Readers)
239The tags segment accounted for approximately 48.6% of the total RFID market value in Fiscal 2024. Tags are fundamental
components in RFID solutions and constitute a significant portion of the market due to their extensive use across multiple
applications in large quantities; consequently, this segment captured the largest market share in 2024. The number of tags
deployed significantly exceeds the quantity of readers and software utilized in a comprehensive RFID system within an
organization. Furthermore, as the number of assets increases, the number of installed tags grows correspondingly; however,
existing readers can often scan new tags without requiring replacement. This is why the market size for tags is the largest within
the RFID ecosystem.
Competitive Landscape
Top Vendors and Industries served
Perfect ID is a provider of identification and tracking solutions, with a strong focus on RFID (Radio Frequency Identification)
technology. The company offers a range of RFID tags, readers, and software solutions tailored to industries such as logistics,
healthcare, retail, and manufacturing. Perfect ID’s RFID technology enables real-time tracking and automation of assets,
inventory, and equipment, improving efficiency and accuracy across operations. Known for its durable and high-performance
RFID systems, Perfect ID helps businesses enhance visibility, reduce errors, and optimize workflows with secure and scalable
RFID solutions.
Infotek Software Solutions is a technology provider specializing in innovative software and hardware solutions, with a strong
presence in RFID (Radio Frequency Identification) technology. The company offers a comprehensive range of RFID
systems, including RFID tags, readers, and custom software integration to support industries like logistics, retail,
healthcare, and manufacturing. Infotek's RFID solutions enable real-time tracking, inventory management, and automation,
helping businesses improve operational efficiency and accuracy. With a focus on delivering scalable and secure RFID
technology, Infotek empowers organizations to optimize their asset management and streamline workflows across various
sectors.
Avery Dennison is a global leader in labeling and packaging materials, renowned for its innovative solutions that enhance
brand visibility and operational efficiency. The company has a significant presence in RFID (Radio Frequency Identification)
technology, particularly through its RBIS (Retail Branding and Information Solutions) division, which focuses on apparel and
retail applications. Avery Dennison's RFID solutions enable retailers and brands to improve inventory accuracy, enhance supply
chain visibility, and streamline operations in the apparel industry. By integrating RFID technology into tags and labels, Avery
Dennison helps businesses automate tracking processes, reduce shrinkage, and optimize stock management. The RBIS division
is committed to driving digital transformation in the retail space, offering solutions that support sustainability and improve the
overall customer experience through enhanced product information and seamless inventory management.
ID Tech Solutions is a RFID and smart-ID specialist that helps enterprises digitise “things” across their supply-chain and
security footprints. The company designs and manufactures a full stack of passive- and active-RFID products—including
UHF/HF/LF inlays, rugged asset & library tags, NFC key-fobs, smart cards and tamper-proof windshield labels—supported by
its own range of fixed/hand-held readers, antennas and Bluetooth beacons. On the solutions side, ID Tech delivers turnkey
platforms for warehouse automation, cold-chain tracking, livestock management, tool-crib visibility, people access-control and
university smart-campus programmes, bundling its EdgeSoft middleware with APIs for SAP, Oracle and popular WMS/ERP
suites. Complementary offerings extend to barcode printers & scanners, biometric attendance devices, QR-based loyalty cards
and customised plastic card printing, enabling clients to source everything from a single vendor. With in-house R&D, ISO-
certified production and nationwide field-service teams, ID Tech positions itself as an end-to-end partner—from feasibility
study and antenna calibration to software integration, analytics dashboards and post-deployment AMC—helping Indian and
overseas customers drive real-time visibility, authentication and cost efficiency across manufacturing, retail, logistics,
healthcare and government projects.
240Market threats and challenges
Cybersecurity risks: While RFID technology offers significant benefits in enhancing operational efficiency and data
management, it also requires careful attention to cybersecurity measures. Some low-cost RFID systems may have limited
encryption or authentication features, emphasizing the importance of robust security protocols in deployment. Ensuring that
RFID systems are equipped to mitigate risks such as data skimming, eavesdropping, or cloning is crucial for maintaining trust
in the technology. For instance, a recent analysis of Dormakaba's Saflok RFID-based keycard locks highlighted the need for
continuous security enhancements in electronic locking systems.
Lack of Infrastructure: RFID systems generate vast amounts of data through tracking and monitoring. Handling such data
requires robust backend data support. Businesses face challenges such as server overload and low storage capacities when
proper infrastructure for RFID systems is not in place.
Complexities in adopting RFID system: Choosing a suitable RFID system for a business is crucial and requires expertise and
knowledge. Integrating the RFID system with existing IT infrastructure necessitates intricate customization to ensure
synchronization and seamless data flow. Handling the large volumes of data generated by RFID systems also requires
specialized expertise. Companies often need to collaborate with RFID solution providers and consultants to help them adopt
and maintain RFID systems, which adds to the cost factor. Consequently, small businesses and startups may lack the knowledge
and resources to overcome the complexities involved in adopting RFID systems.
Anti-Counterfeiting Tools in India: Focus on Tax Stamps
Tax Stamps Market in India: Evolution of Physical and Digital Systems
Tax stamps are security labels or marks affixed to excisable goods – such as alcohol bottles or cigarette packs – to indicate that
the required tax has been paid, while also serving as a tool for product authentication. In India, the use of tax stamps has
historically been driven by state excise regulations, especially for alcoholic beverages. State excise departments began
introducing tax stamps in the late 20th century, evolving from simple paper stamps in the 1980s–90s to polyester-based
holographic stamps by the late 1990s. Over time, stamps incorporated advanced security features (e.g. taggants, microtext,
holograms) and digital elements like serial numbers and QR barcodes (around 2015–2016) to enable track-and-trace
capabilities. After India’s 2017 GST tax reform (which centralized most taxes but excluded alcohol and certain other goods),
state excise on liquor became one of the largest revenue sources for states. This heightened focus on securing excise revenue
has reinforced the importance of tax stamps in the regulatory framework.
Today, India represents one of the world’s largest market for liquor tax stamps, with 27 states together consuming on the order
of 30-35 billion excise stamps annually. In 2024–25 the government amended the GST law to enable a digital “track and trace”
mechanism for high-risk goods like cigarettes and pan masala, mandating unique identification codes on each package to curb
evasion. This marks India’s first national initiative to extend tax stamping (in digital form) to tobacco, aligning with the WHO
FCTC Protocol against illicit trade. Overall, India’s tax stamp regime has evolved from basic tax collection instruments into a
more sophisticated excise management system combining physical security features with digital traceability, often termed a
“phygital” approach. Recent policy moves – such as introducing biodegradable tax stamps with QR codes in 2025 – underscore
the ongoing innovation and regulatory emphasis on tax stamps as a nexus of revenue protection, anti-counterfeiting, and
sustainability.
Market Segmentation
The Indian tax stamp market is largely driven by the liquor industry. The table below summarizes the estimated market size (in
volume of stamps) across key product categories and the status of physical vs. digital stamp usage:
Product Ballpark Adoption
Category Estimates of
Annual Volume
(Stamps)
Alcoholic ~30–35 billion Physical holographic or paper-based tax stamps mandated in all
Beverages units states. Many incorporate digital codes (barcodes/QR) for track-
and-trace, i.e. a hybrid “phygital” system.
241Tobacco ~None (no No excise stamp affixed historically. Tax is enforced via
Products traditional stamps manufacturer reporting and GST/cess. However, in 2024 the
(cigarettes, in use as of 2025) GST Council approved unique identification marking on
chewing tobacco) cigarette and pan masala packs to enable electronic tax tracking.
Once implemented, this will effectively serve as a digital tax
stamp system for tobacco. Further, in early 2025, the Union
Budget proposed amendments to the Central Goods and Services
Tax Act, 2017, introducing a 'Track and Trace' mechanism
aimed at curbing tax evasion in high-risk commodities like
cigarettes.
Source: Secondary sources, industry news / articles
As shown above, alcohol excise stamps dominate the Indian market. India’s annual consumption of ~30-35 billion liquor
stamps is massive by global standards, making it one of the largest excise stamp program worldwide. The potential market
expansion into tobacco is enormous, if even the cigarette industry is brought under a unit-level stamping regime. The
government’s new track-and-trace initiative will likely capture this opportunity by deploying digital stamps (unique IDs) for
cigarettes and smokeless tobacco, thereby significantly increasing the overall stamp/UID volume in coming years.
In terms of format, physical security labels/stamps remain the norm in 2025, but with growing digital augmentation. Virtually
all of the 30-35 billion liquor stamps are physical security labels (holographic paper or polymer) purchased by state governments
and affixed to bottles. However, a large share now carry serialized codes or data matrix barcodes printed on them, linking each
stamp to an electronic tracking system. A few states even experimented with fully digital stamps (printing a barcode directly
on the product packaging without a holographic sticker),but reverted to using physical security labels after counterfeiting
incidents. Thus, the trend is toward “phygital” tax stamps – combining overt physical authenticity features with covert digital
identifiers. For example, Kerala’s newest excise stamp (the THTT label) integrates a taggant, hologram, and track-and-trace QR
code. In 2025, India introduced “BioSHEAL” biodegradable tax stamps that include dual QR codes alongside holographic and
tamper-evident features. These developments reflect a broader shift: traditional tax stamps are evolving into high-tech labels
enabling supply chain traceability. Meanwhile, the forthcoming GST-sanctioned codes for tobacco and pan masala indicate that
purely digital tax stamping (unique codes without an accompanying sticker) will also become part of the landscape. Overall,
India’s tax stamp market is poised for growth not only in volume (as new categories are brought in) but also in technological
sophistication, blending physical and electronic systems.
Key Use Cases by Product Category
Alcohol (Liquor) Excise Stamps
Alcohol is India’s largest tax-stamp domain. Every bottle must carry a state-specific holographic or paper based adhesive label
placed across the cap, acting as a tamper-evident seal and a legal proof that duty is paid. Modern stamps merge overt security
(holograms, colour-shift inks, micro-text) with covert digital features: a unique serial or QR code logged in the state’s excise
IT system. Scans at bottling plants, depots, retail outlets and even by consumers track each bottle’s journey and expose diversion
between low- and high-tax states. Upgrades follow fraud trends—states that downgraded holograms saw illicit liquor surge,
then reinstated high-security stamps for revenue and public-safety protection.
India’s alcoholic-drinks market is vast and still accelerating: the International Spirits & Wines Association of India ("ISWAI")
pegs retail sales at about US $55 billion in 2023 and projects the figure to reach roughly US $64 billion by Fiscal 2028.
Expansion is fuelled by demographics (20 million new legal-age consumers annually), rising urban disposable incomes, modern
retail/e-commerce pilots and premiumisation—whisky, craft beer and RTDs are lifting value faster than litres. As volumes
formalise, state excise “tax-stamp” demand grows in lock-step: every bottled unit must carry an authenticated revenue stamp,
so higher output translates directly into larger stamp orders, creating a parallel CAGR for stamp printers and digital-track-and-
trace providers. The push to curb illicit liquor further amplifies stamp usage, as more states shift from manual excise labels to
high-security tax bands with QR/UV features. Together, demographics, rising affluence, changing social norms and a tightening
compliance net position India to remain one of the world’s most dynamic—and closely regulated—alcohol markets through
2028.
Tobacco Products
Historically, India never stamped tobacco packs, relying on factory audits, yet illicit cigarettes cost a fortune in lost tax. Budget
2025 reverses course: every cigarette and pan-masala pack will soon bear a machine-readable Unique Identification Mark
generated through the GST Network. The datamatrix code—effectively a digital tax stamp—records production and shipping
events, allowing handheld or mobile-app verification by officials and consumers. Once deployed, India will join the EU and
Turkey in unit-level tobacco traceability, shrinking smuggling, levelling competition for compliant firms and fulfilling WHO
FCTC obligations. Physical stickers may still be unnecessary; the stamp exists entirely as encrypted data.
242Other Regulated Products
Beyond liquor and forthcoming tobacco codes, India sparsely applies stamps elsewhere. Fuel uses chemical markers, lottery
tickets embed security print, and narcotic medicines employ special barcodes. The GST Council’s new unique-code rules for
pan masala broaden the footprint, proving digital stamps can target any high-evasion category. Policymakers may next consider
codes on cottage-industry bidi, gold bullion hallmarks or high-value electronics to verify customs duty. Each extension follows
the same logic: low-cost unit identifiers linked to central databases deter tax fraud and counterfeits. Thus, tax-stamp principles
are evolving into a universal Indian framework for revenue protection and product authenticity.
In summary, the use cases of tax stamps and analogous security labels in India span from ensuring tax revenue (alcohol, tobacco,
pan masala) to safeguarding quality and authenticity (medicines, seeds). Each category adapts the core concept to its needs: an
alcohol stamp prioritizes tamper evidence and tax auditing, a seed QR tag prioritizes supply chain transparency and farmer
trust. Together, they illustrate the broadening role of “stamps” from purely revenue instruments to general product
authentication and traceability tools in the Indian market.
Value Proposition for Stakeholders
Tax stamps and their digital equivalents deliver a multi-faceted value proposition to different stakeholders in India’s economy.
• Government: Increased tax revenue and regulatory control
• Industry: Fair competition and brand security
• Consumers: Product authenticity and safety
This trifecta of benefits explains why India is investing in both improving physical stamp security and transitioning to
sophisticated digital systems. Tax stamps have evolved from mere tax collection tools to “dual role” instruments for supply
chain monitoring and authentication, delivering tangible value across the board.
Growth Drivers and Emerging Trends
The Indian tax stamp market’s growth is propelled by several key drivers and trends, reflecting changes in policy, technology,
and market dynamics:
• Regulatory reforms & enforcement focus: 2025 GST amendment adds track-and-trace, expanding stamps from liquor to
tobacco / pan masala and, potentially, other high-risk goods. Spurious-liquor tragedies and WHO protocols keep political
pressure high for ever-stronger, authenticated stamps.
• Government-Led Mandates: State governments (like UP and Delhi) mandate holograms on liquor bottles to prevent tax
evasion and counterfeiting.
• Counterfeit & illicit-trade risks: Roughly 25% of cigarettes and a sizable share of liquor evade duty, costing millions to the
government. High-security stamps raise copying costs, create traceable codes that pinpoint diversion, and unify government
and industry interests in tighter enforcement.
• Technological innovations: Biometric taggants, nano-holograms, color-shift inks and hybrid substrates harden physical
labels, while QR printing, smartphone scanners and GSTN databases scale digital verification. “Phygital” stamps (hologram +
encrypted QR) promise high ROI and drive constant upgrades.
• Modernization of excise management: States now log every stamp in online portals, enabling real-time route monitoring
and data analytics that flag suspicious patterns. Tenders increasingly bundle secure printing with turnkey track-and-trace
platforms, prompting laggard states to follow early adopters.
• Environmental & social factors: Biodegradable, plastic-free stamps and research into eco-friendly inks reflect sustainability
mandates. Make in India and Atmanirbhar Bharat spur local R&D and keep more contracts with domestic suppliers, boosting
home-grown innovation.
Taken together, these drivers have resulted in tangible growth outcomes. More states are upgrading their stamp programs – e.g.
Rajasthan implementing an end-to-end holographic stamp traceability system in 2022; Chandigarh and others floating tenders
for new stamp technologies; and pan-India efforts for tobacco in 2024. In India, the market is expected to not only expand in
volume (as new products like cigarettes get stamped) but also in value per stamp as more high-security and digital-enabled
stamps are used instead of rudimentary ones. The challenges that come with these trends include ensuring interoperability (e.g.,
linking state excise systems with central GST track-and-trace) and protecting data security in digital systems, but these are
being actively addressed via standards (India is aligning with ISO 22382 for tax stamp programs and leveraging global best
243practices). Overall, the outlook is that tax stamp usage in India will continue to grow robustly, driven by the twin goals of
maximizing revenue and minimizing counterfeits, aided by progressive policy and technology adoption.
Competitive Landscape: Key Vendors and Providers
The market for supplying tax stamps and traceability systems in India involves a mix of domestic security printing companies,
government security presses, and international solution providers. Below is an overview of key players and their roles:
Vendor / Description & Offerings Notable Projects / Market Presence
Organization
Holostik Indian security printing and hologram Supplies holographic tax stamps to excise
India Ltd. company; offers customized tax stamps departments. Holostik’s stamps are used on liquor
(India) with multi-layer security (e.g. bottles and the company actively collaborates with
holographic foils, UV inks) and governments on new stamp designs and anti-
integrated QR/barcode solutions. Also counterfeit initiatives.
provides track-and-trace software
modules for supply chain visibility.
Kumbhat An Indian manufacturer of security Provides anti-counterfeiting and tax stamp
Holographics holograms and labels, established over products. It has partnered with international firms
(India) 20 years. Provides excise stamp (e.g. Nanotech Security Corp) to bring advanced
holograms, shrink sleeves with optical features (KolourOptik® films) to the
holographic stripes, and has capability Indian tax stamp and pharma packaging market.
for nano-optic features through Kumbhat’s holographic tax stamp foils are
technology licensing. Also offers supplied to and used by excise departments.
authentication solutions for
pharmaceuticals and other products.
Madras A Chennai-based company The company is an integrated solutions provider
Security specializing in e-governance, track- implementing excise stamp and track-and-trace
Printers and-trace, and secure printing systems. The company has an Indian state for a
(MSP) solutions. MSP offers end-to-end client and also foreign governments (won contracts
(India) excise tax stamp programs: secure in African countries for tax stamps). MSP has one-
stamp printing, IT systems for stamp stop capability and has also worked on related
issuance and verification, and even areas like secure credentials and vehicle
related services like revenue registration, giving it a broad govt. project
reconciliation. portfolio.
SPMCIL – The Security Printing and Minting The company is a Public sector supplier. ISP
India Corporation of India Ltd. (SPMCIL) is Nashik has historically supplied excise stamps to
Security the government-owned printer of certain states and union territories. However, with
Press (India, currency, passports, and various the rise of holograms, many states moved to
Govt.) security documents. Its unit, India private vendors for those specialized stamps. The
Security Press (Nashik), prints excise government press brings assurance of security and
adhesive labels among many other confidentiality, which is why it’s often involved in
items. sensitive print jobs.
SICPA SA A global leader in secure inks and tax SICPA has been active in promoting its solutions
(Switzerland) stamp systems. SICPA provides in India. SICPA has an India office and has
comprehensive excise tracking participated in forums and tenders; if India’s
platforms (e.g. SICPATRACE®) central government standardizes digital stamps,
which include encrypted stamp SICPA could play a role either directly or via
designs, verification hardware, and partnerships.
data analytics.
UFlex UFlex’s Holography Division supplies Won the high-security hologram contract for
full-polyester, tamper-evident excise Andhra Pradesh’s liquor-track system, setting up a
adhesive labels. Its security‐grade
portfolio ranges from self-adhesive tax
244bands and heat-transfer strips to dedicated facility to meet the state’s daily demand
registered-lens paper labels. The for bottle-neck bands.
company controls the entire chain in-
house—mastering, electroforming, In Tamil Nadu the company defended the tender
embossing, metallizing and variable- for polyester hologram labels used by TASMAC.
data printing—enabling rapid, high-
volume runs while maintaining 30-plus
layered security features
Partnerships are common in this landscape. For instance, global tech providers team up with local printers: the Nanotech-
Holostik-Kumbhat collaboration on nano-optic features, or SICPA potentially aligning with an Indian integrator (Kranthi Track
& Trace) for GST track-and-trace. Such partnerships combine global innovation with local execution capability. On the
government side, coordination between central and state agencies is increasing – e.g. India’s National Research Development
Corporation ("NRDC") stepping in to develop new stamp materials and then supplying them to states. This suggests the
competitive landscape may also see government-led solutions (public-private partnerships) playing a bigger role going forward
(the biodegradable stamp is one example where a government R&D outcome is being commercialized in states).
India’s tax stamp vendor landscape is dynamic, with established domestic firms leading on production of physical stamps, and
strong interest from global specialists to provide next-generation digital traceability solutions. This competitive environment is
likely to drive further innovation and possibly consolidation (or consortium approaches) as India scales up its stamping
programs across sectors.
India’s tax stamp journey is now converging with global trends: moving from purely physical to digital-integrated stamps,
extending coverage to tobacco, and employing cutting-edge security akin to other leading programs. While India could learn
and emulate what countries like Turkey, EU, Kenya, and US have done, India’s scale and its focus on alcohol stamps provide
lessons for others (India’s liquor stamp market size is unparalleled, and its innovations like biodegradable stamps may set a
new example).
To summarize, the Indian tax stamp market is largely driven by the liquor industry, with other sectors still nascent in its
adoption, like tobacco products, pharmaceuticals, and agricultural seeds. Beyond liquor and forthcoming tobacco codes, there
is sparse application of stamps in India in other industries. For instance, for the fuel industry, chemical markers are used, lottery
tickets embed security print, and narcotic medicines employ special barcodes. The GST Council’s new unique-code rules for
pan masala broaden the footprint, proving digital stamps can target any high-evasion category. Tax-stamp principles are
evolving into a universal Indian framework for revenue protection and product authenticity. India’s tax stamp journey is now
converging with global trends, moving from purely physical to digital-integrated stamps, extending coverage to tobacco, and
employing advanced security akin to other leading programs.
Anti-Counterfeiting Tools in India: Focus on Secure Labels and Holograms
Market Overview
India’s anti-counterfeiting market, driven by increasing incidents of product duplication, has witnessed significant demand for
secure labelling and packaging solutions—especially holographic technologies. Secure labels and Holograms are widely used
as tamper-proof, visual authentication tools that help end-users identify genuine products at a glance. These tools are gaining
traction across industries such as pharmaceuticals, FMCG, liquor, education, government documentation, and more.
The Indian hologram industry is among the most mature and technologically advanced in Asia, and it is evolving from
traditional 2D holograms to 3D, digital, optical variable devices ("OVDs") and track-and-trace integrations.
Role of Holograms in Secure Documents & Payments
Domain / Document Primary Security Purposes
Tax-stamp labels • Overt authenticity cue for consumers and inspectors
• Tamper-evidence (hologram fragments if removed)
• Deterrent to refill / diversion fraud
245National ID & smart cards • Visual authentication at checkpoints
• Protection of personalised data layers
• Anti-skimming in e-IDs (optional metallic grid)
Payment-scheme cards • Quick merchant-level legitimacy check
• Brand integrity for the scheme
• Forensic examination in fraud cases
Key Industry trends
• Adoption of Smart & Digital Holograms
Movement from static holograms to QR-coded, RFID-embedded, or app-verifiable holograms.
• Integration with Track & Trace Systems
Increasing use of secure labels and holograms with serialization and traceability software in pharma and agrochemical
sectors.
• Sustainability Focus
Development of eco-friendly holographic films and non-PVC solutions aligned with ESG goals.
Key Drivers and industry enablers
• Surge in Counterfeiting
Industry loss due to counterfeiting in sectors like pharma, auto parts, and FMCG is huge. Holograms offer low-cost,
high-visibility deterrents.
• Brand Protection Needs
Growing awareness among Indian brands to protect brand reputation and customer trust.
• Export & Certification Requirements
Many exports and government certifications now require holographic authentication as part of packaging compliance.
• End to end visibility and Traceability
Brands demand end-to-end visibility; scan-enabled hologram labels map every unit’s journey, curbing grey-market
diversion and satisfying regulators’ real-time audit requirements.
• Serialisation
Unique, machine-readable IDs printed within holographic elements block duplication, enabling item-level recalls and
automating anti-counterfeit checks across global supply chains.
• Secure Packaging/Label
Multi-layer holograms with tamper-evident films and covert features deter imitation, assuring consumers of
authenticity and protecting revenue from fake look-alike products.
Growth challenges and restraints
• Cost Sensitivity of SMEs
Smaller manufacturers often see secure labels and holograms as additional cost overheads.
• Lack of Standardization
No unified national guidelines for anti-counterfeiting tech across industries.
• Technological Obsolescence
Hologram replication techniques are also evolving; thus, static holograms alone are not foolproof.
Applications Across Key Industries
246Industry Use Case
Pharmaceuticals Packaging, tamper-evident seals, and patient safety assurance.
Alcohol & Beverages Mandatory excise label verification (state-regulated).
Education & Certificates Degree certificates, mark sheets, ID cards with embedded holograms.
Government Documents Passports, PAN cards, vehicle registration certificates.
FMCG & Consumer Goods Product authentication, anti-tampering, and brand security.
Automobile Spares Packaging-level authenticity for spare parts and accessories.
Pharmaceuticals
In the pharmaceutical industry, counterfeit drugs pose a severe threat to public health and safety. Holograms are used
extensively on blister packs, cartons, and seals to ensure product authenticity and integrity. They serve as a tamper-evident
layer that helps patients, pharmacists, and regulators identify genuine medicines. Secure labels and Holograms also integrate
with serialization and QR-code systems for track-and-trace capability, supporting regulatory compliance like India's DAVA
(Drug Authentication and Verification Application). By embedding security into packaging, Secure labels and holograms
protect pharmaceutical companies from brand erosion and litigation risks while safeguarding end-user trust.
FMCG & Consumer Goods
In the FMCG sector, holograms are applied to packaging, labels, and promotional materials to tackle counterfeit products and
imitation brands. Products like soaps, cosmetics, shampoos, and packaged foods frequently face duplication in tier-2 and tier-
3 cities. Secure labels, Holograms and secure packaging act as visible security seals, often with interactive features like scratch
codes or QR verification, enabling customers to verify authenticity instantly. These tools help build consumer trust, reduce
losses due to fake goods, and support marketing campaigns by highlighting product originality.
Education & Certificates
Academic institutions and certification bodies deploy holograms on mark sheets, degree certificates, and ID cards to prevent
forgery and duplication. These holograms are embedded with institution-specific visual elements, such as logos, UV inks, and
microtext, making them extremely difficult to replicate. They uphold the credibility and sanctity of academic credentials, and
help employers and immigration authorities verify qualifications easily. With rising incidents of fake educational certificates,
holograms have become a critical safeguard for institutions and students alike.
Government Documents & IDs
Government agencies rely on holograms to secure a wide range of critical documents such as passports, PAN cards, vehicle
registration certificates, tax stamps, and more. These holograms incorporate overt and covert security features, including 3D
effects, color-shifting elements, and laser-readable data. They provide a strong first line of defense against identity theft, forgery,
and fraud. By incorporating holograms and printed security features, governments can enhance public trust, reduce financial
crimes, and ensure secure digital and physical identification systems.
Automotive & Spare Parts
The automotive industry faces significant challenges with fake and substandard spare parts that can compromise safety and
vehicle performance. Secure labels and Holograms are applied on packaging, engine components, and service manuals to
establish product authenticity. These are often paired with digital verification tools that customers or dealers can use. This helps
OEMs protect their brand, maintain quality assurance, and reduce warranty claims. Authentication is especially critical in rural
markets and grey channels where counterfeit parts are prevalent.
Competitive Landscape
The Indian hologram manufacturing market is fragmented but innovation-driven, with a mix of:
• Large, diversified players like Holostik and Uflex dominating large contracts (govt. and pharma).
• Niche tech specialists offering customized 2D/3D/QR-based holograms.
• Growing collaborations with IT companies to embed blockchain, serialization, and track-and-trace capabilities.
247The competitive edge is shifting from just Secure labels and holograms to integrated digital security, AI-based authenticity
checks, and smart packaging ecosystems.
Key Hologram Manufacturers in India
Holostik India Ltd.
Holostik is one of the leading companies in India’s hologram manufacturing industry. With over three decades of experience,
the company offers a wide array of anti-counterfeiting solutions including security holograms, tax stamps, track-and-trace
systems, QR code integration, and digital authentication platforms. Holostik has served government agencies, FMCG
companies, pharma firms, and liquor manufacturers. Their key strength lies in high-volume production capabilities, advanced
security features (like nano-optics, covert images, and microtext), and the ability to deliver end-to-end authentication
ecosystems combining physical and digital security layers. Holostik is ISO certified and exports to more than 90 countries.
Manipal Payments and Identity Solutions Limited (MPi)
Manipal Payments and Identity Solutions Limited (MPi) is one of the leading companies and a diversified one offering secure
printing and packaging solutions, including high-security holograms and security labels. The firm is a trusted partner for
government-issued IDs, banking instruments, tax stamps and secure labels. MTL’s holographic solutions are known for robust
process control, optical features, and integration with smart card technologies. It is also among the few players with the
capability to offer security features across ID cards, cheque books, banking forms, and exam certificates under one roof. Their
investments in digital traceability and tamper-evident technologies further enhance their position in the secure printing domain.
Uflex Limited – Holography Division
Uflex’s holography division is a global player offering sophisticated holographic films, security labels, shrink sleeves, and hot
stamping foils. With a focus on large-scale production and innovation, Uflex serves clients in packaging, tax stamps, FMCG,
and government sectors. Their holographic solutions are embedded with color-shifting effects, kinetic movement, covert codes,
and hybrid printing technologies. Uflex has earned recognition for integrating holography with sustainability (recyclable films)
and boasts strong export capabilities, serving clients across Latin America, Europe, and the Middle East.
Shriram Veritech Solutions
Shriram Veritech specializes in high-security authentication and brand protection solutions, catering to industries like
pharmaceuticals, liquor, agriculture, and education. Their hologram offerings include 2D/3D holograms, tamper-evident labels,
and track-and-trace-enabled smart labels. Veritech is known for its strong R&D focus, ISO 9001 and ISO 27001 certifications,
and capability to produce multi-layered holographic solutions with overt, covert, forensic, and digital features. They emphasize
customizable solutions and rapid turnaround time, making them a preferred vendor for enterprises looking for tailored brand
security systems.
5. Kumbhat Holographics
Kumbhat is one of the earliest entrants in the Indian holography industry, known for delivering cost-effective and customizable
hologram labels for sectors like education, textiles, electronics, and industrial goods. They manufacture tamper-evident
holograms, embossed holograms, and barcode-embedded stickers. While they may not match the scale of larger players like
Holostik or Uflex, Kumbhat holds a niche in serving SMEs and regional players who require basic to medium-level anti-
counterfeiting solutions at competitive pricing.
Secure QR Codes for Anti-Counterfeiting in India: Market Overview and Trends
Secure QR codes are two-dimensional barcodes enhanced for authenticity and traceability. Unlike ordinary QR codes, secure
QR codes typically embed product-specific data (e.g. unique IDs, batch details) often tied to a verified database or digital
signature, making them useful for regulatory compliance, supply chain transparency, and counterfeit prevention. Scanning such
a code with a smartphone or scanner reveals essential product information – for instance, a medicine’s manufacturer, batch
number, and expiry – allowing instant verification that the item is genuine and traceable. This technology has become a
cornerstone of anti-counterfeit packaging in India. Secure QR codes serve as a digital security stamp, helping regulators and
companies ensure that products in circulation are authentic, properly labelled, and traceable back to their source. This plays a
vital role in regulatory compliance (meeting government mandates on product labeling), supply chain transparency (tracking
products through production, distribution, and even facilitating recalls), and counterfeit prevention (empowering inspectors and
consumers to verify goods before use). India is witnessing secure QR codes move from novelty to necessity across industries,
as stakeholders strive to protect public safety and brand integrity in an era of complex supply chains.
Key Market Trends
Several recent mandates and initiatives have accelerated the adoption of secure QR codes in India’s product markets:
248• Pharmaceutical QR Labeling: A landmark development was the August 2023 implementation of mandatory QR
codes on the packaging of the country’s top 300 pharmaceutical brands. Notified by the Union Health Ministry under
the Drugs Rules, this mandate requires drug manufacturers to affix a barcode/QR code containing a wealth of data –
unique product ID, drug name, manufacturer, batch and license numbers, production/expiry dates, etc. Scanning the
code lets regulators, pharmacists, or patients verify if a medicine is authentic and trace its origins, addressing India’s
long-standing problem with spurious drugs. This trend is expanding: by late 2024, authorities signalled plans to extend
QR code requirements beyond the initial 300 brands to more pharmaceutical products, integrating track-and-trace
more deeply into the pharma supply chain.
• Agrochemicals and Insecticides: Another key policy driver is in agrochemicals. Effective June 2025, the Ministry of
Agriculture has amended labelling rules for insecticides to mandate QR codes on all retail pesticide packs. The QR
code must link to the manufacturer’s website or database and embed at minimum the product’s unique identifier (e.g.
GTIN), batch number, manufacturing date, and expiry date. This enables farmers, dealers, and inspectors to scan a
pesticide bottle and retrieve its authenticated label and leaflet information. The goal is to curb counterfeit or
unregistered pesticides in the market and improve traceability of agrochemicals, much like the pharma sector.
• Alcohol Excise Track-and-Trace: State governments are also leveraging secure QR codes to tackle counterfeit
alcohol and tax evasion. For example, the Punjab excise department introduced a QR code-based “Track and Trace”
system in 2022, affixing unique QR coded labels on every liquor bottle. A dedicated mobile app allows consumers or
officials to scan the bottle’s QR code and instantly see its provenance, the licensed distiller, brand, batch, and
manufacturing details, thereby checking the genuineness of the liquor. This initiative aims to ensure no illicit or
untaxed liquor is sold, and has been accompanied by public helplines to report suspicious bottles. Similar QR-based
excise systems have been or are being rolled out in other states (Haryana, Uttar Pradesh, etc.), reflecting a broader
trend in the alcohol industry toward digital tax stamps and authentication codes on bottles.
• Consumer Product Packaging Digitization: In the consumer electronics and retail sector, regulatory changes have
begun to accommodate QR-coded digital labels. Notably, the Legal Metrology rules were amended in July 2022 to
allow manufacturers of electronic commodities to provide certain mandatory declarations (manufacturer/importer
details, product dimensions, customer care info, etc.) via a QR code on the packaging, instead of solely printed on the
box. This was a pilot for one year, intended to simplify packaging and “digitize” consumer information delivery – with
the added benefit of product authenticity verification through the QR code. The success of such measures could lead
to wider adoption in FMCG packaging, where space is limited and information requirements are high. Many FMCG
brands are already using QR codes for consumer engagement and authentication (e.g. scan for product info or loyalty
points), complementing traditional holograms and security seals.
• Government Documents and IDs: Outside of product packaging, a parallel trend is the use of secure QR codes in
official documents to deter forgery. Aadhaar, India’s national ID, now includes a digitally signed QR code on printed
and electronic versions that contains the holder’s demographic details and photograph. This QR code can be scanned
with a UIDAI-provided app to instantly verify if an ID card is genuine, since the data is validated against UIDAI’s
digital signature in real time. Likewise, educational certificates, land records, and other government-issued papers
increasingly feature QR codes that link to an official verification portal, allowing quick authentication by employers,
banks or citizens. This trend in the public sector underscores the broad acceptance of QR codes as a trust mechanism
by 2025.
India has moved decisively toward QR-coded authentication across multiple domains. Going forward, one can expect these
policies to mature into fully implemented systems, with secure QR (or successor technologies) standard on most regulated
products and many everyday documents, creating an integrated ecosystem for traceability.
Market Drivers
Several factors are fuelling the growth of secure QR code adoption in India’s anti-counterfeiting and traceability market:
• Regulatory Enforcement and Compliance Imperatives: Government mandates are the primary driver. Strong
enforcement focus by regulators, from drugs to agriculture to excise is compelling companies to implement QR codes
to meet compliance. Regulators see QR codes as tools to improve oversight efficiency; scanning can assist in audits,
help track distribution, and facilitate product recalls when quality issues arise. In short, robust regulatory push –
underpinned by laws and periodic crackdowns provides a strong impetus for adoption.
• Digital Public Infrastructure and Consumer Digital Literacy: India’s broader digital infrastructure boom makes
QR solutions feasible and familiar. The ubiquity of smartphones and the success of national digital platforms have
normalized QR code use. Unified Payments Interface (UPI), for instance, popularized QR scans for payments at
millions of merchants, training consumers to trust and use QR interfaces. Similarly, government-backed platforms like
Aadhaar and ONDC have embraced QR codes. In 2024, the Open Network for Digital Commerce launched an
interoperable QR code system to link small offline sellers to online discovery, bridging physical and digital retail. The
249digital readiness bolstered by nearly 700 million internet users means that by mid-2020s both businesses and
consumers are prepared to leverage QR codes for authentication. The presence of digital public goods (apps,
verification servers, etc.) lowers the barrier for implementing secure QR systems at scale.
• Corporate Brand Protection and Consumer Trust Needs: Private sector dynamics also drive adoption. Companies
facing revenue loss and reputational damage from counterfeit goods are proactively investing in anti-counterfeit
packaging. Industries like pharmaceuticals, electronics, cosmetics, and luxury goods see secure QR codes (often
combined with other features like holograms) as a cost-effective way to protect their brands. The scale of counterfeiting
provides ROI justification for these solutions. Moreover, offering an easy authenticity check enhances consumer trust;
brands can publicly assure buyers that “you can scan our product to verify it’s genuine.” This not only differentiates
genuine products from fakes but also builds engagement, as the scan might provide additional product info or loyalty
rewards. In a market where consumers are becoming quality-conscious, the ability to verify a product’s authenticity
via QR code is a value-added service. Thus, rising awareness of anti-counterfeit technologies and a push for corporate
transparency (often in ESG agendas) are propelling voluntary adoption beyond what regulations strictly require.
Market Restraints and Challenges
Despite strong drivers, several challenges temper the growth and effectiveness of secure QR codes in India:
• Implementation Cost and Complexity: Adding unique QR codes to every product unit can be costly and technically
demanding, especially for small and medium enterprises. Upgrading packaging lines, installing code printers and
verification systems, and managing the data for millions of codes require significant investment and process changes.
The cost and complexity barrier means some companies delay compliance or seek extensions, slowing full market
penetration of the technology.
• Awareness and Enforcement Gaps: The mere presence of a QR code does not automatically stop counterfeiting; it
must be scanned and checked. Here, a gap in awareness and behavior can limit impact. Enforcement by authorities
also varies – while the law mandates QR codes in certain sectors, on-the-ground inspection to ensure every product
actually carries the code (and that fake codes are not used) is challenging. Therefore, continuous public awareness
campaigns and strict enforcement actions are needed to realize the potential benefits of secure QR codes.
Applications Across Key Verticals
Secure QR codes are being applied across a range of industries and use-cases in India, each with specific drivers:
• Pharmaceuticals: The pharma sector is a pioneer in QR adoption, driven by patient safety and regulations. As of
2023, all top-selling prescription drug brands must carry a secure QR code on their packaging. This code holds the
drug’s unique ID, manufacturer, batch, license, and expiration details, which can be scanned by chemists, regulators
or patients to authenticate the medicine. The system bolsters track-and-trace – helping detect counterfeit or substandard
drugs and even enabling targeted recalls if a batch is found defective. With India supplying medicines globally, QR
codes also prepare companies for international traceability norms. Going forward, as the mandate extends to more
drugs, virtually every strip or bottle of medicine in India could be verified via QR scan, significantly shrinking avenues
for fake drugs.
• Agrochemicals: In agrochemicals (pesticides, insecticides, crop protection products), secure QR codes are becoming
mandatory on retail packs under the new 2025 rules. These serve a similar anti-counterfeit function; farmers and
dealers can scan a pesticide’s QR code to confirm it’s a registered product from the legitimate company, not an
adulterated or banned chemical. The codes also improve supply chain transparency by encoding GTIN (global trade
item number) and batch information, which will facilitate tracing any quality or efficacy issues back to their source.
This is crucial in agriculture, where fake or substandard pesticides can cause crop failures.
• Alcohol and Excise: The alcoholic beverages industry, under state excise departments, uses secure QR codes to
enforce taxation and quality controls. Consumers can verify the genuineness of liquor bottles and avoid contraband
alcohol, which has been a public health hazard. For the government, these systems help track every bottle from factory
to retail, curbing smuggling and revenue loss.
• Consumer Electronics: In consumer electronics and appliances, QR codes are increasingly used for both compliance
and brand protection. High-value electronics often come with QR-coded warranty cards or authentication labels that
buyers can scan to register the product and check its legitimacy. The 2022 legal metrology amendment allowing QR-
coded declarations on electronic product packages has further spurred this trend.
• FMCG and Retail Goods: The FMCG sector sees a mix of regulatory encouragement and voluntary adoption of
secure QR codes. While not yet universally mandated, there is a strong business case due to rampant counterfeiting in
everyday consumer goods. Many FMCG brands now incorporate QR codes into their packaging or labels often in
250combination with holograms or special inks as a means for consumers to verify product authenticity via smartphone.
Some companies also leverage these QRs for marketing (scans might show usage instructions or promotions), creating
a dual benefit.
• Government Documents and Certificates: Beyond physical products, secure QR codes play a key role in validating
official documents. Identity cards (like Aadhaar) and certificates (educational degrees, vehicle registrations, COVID-
19 vaccination certificates, etc.) frequently feature QR codes that encode the document’s details and a digital signature.
Scanning these with the appropriate government app instantly tells whether the document is authentic or has been
tampered with, as the data is cross-verified with the issuing authority’s records.
India’s regulatory landscape and market forces are together transforming QR codes into a backbone for authenticity and
traceability. The market is poised for growth, albeit with continuous evolution in technology and practices to address security
challenges. Stakeholders – regulators, companies, and consumers are coalescing around the vision of transparent supply chains
and counterfeit-free markets, with secure QR codes playing a central, integrative role in that vision.
Competitive Landscape
The QR code ecosystem in India is highly competitive, with a mix of payment aggregators, banks, and tech enablers vying for
market share. Fintech players like PhonePe, Google Pay, and MobiKwik compete based on QR issuance, merchant rewards,
and ease of onboarding. QR code-based loyalty and engagement is a rising segment where CRM firms and martech platforms
are now active. Government-backed initiatives like Bharat QR offer standardization, while regional players offer industry-
specific QR code integrations (e.g., for pharma traceability or education verification).
Key QR Code Manufacturers and Enablers in India
Manipal Payments and Identity Solutions Limited (MPi)
Manipal Payments and Identity Solutions Limited ("MPi") is one of India’s leading secure print and digital solution providers.
It plays a pivotal role in QR code printing for high-security applications including academic certificates, tax stamps, ID cards,
and utility bills. With decades of experience in handling government and financial sector requirements, MTL offers tamper-
proof QR code solutions integrated with encryption, serialization, and verification features. It supports both static and dynamic
QR implementations, making it a preferred partner for regulatory and large-scale enterprise use.
Holostik India Ltd.
A pioneer in anti-counterfeiting and holographic technologies, Holostik has extended its capabilities into secure QR code
printing as part of its broader suite of product authentication solutions. It offers track and trace systems using encrypted QR
codes combined with security features such as holograms and covert elements. Holostik’s QR-enabled labels are widely used
in pharma, FMCG, and agrochemical packaging, providing supply chain visibility and consumer-level authentication.
Shriram Veritech Solutions
Shriram Veritech is a premium provider of brand protection and secure packaging technologies in India. It specializes in QR
code-enabled packaging, serialization, and warranty management systems. The company caters to industries like automobile
spares, electronics, government ID printing, and alcohol packaging. Its integrated digital platform allows clients to leverage QR
codes for consumer engagement, loyalty programs, and regulatory compliance.
Thermal Paper Industry in India
India’s thermal-paper industry, is dominated by everyday POS receipts, tickets and logistics labels, but a small yet strategic
segment is the Voter-Verified Paper Audit Trail ("VVPAT") roll used with every Electronic Voting Machine ("EVM").
VVPAT architecture: Each EVM is paired with a compact thermal printer that accepts a 58 mm-wide, ~30 m roll; it prints a
56 × 99 mm slip, stays visible to the voter for seven seconds, then drops into a sealed box for later audit. During a national
election roughly one million VVPAT units consume two rolls a piece (polling day and mandatory recount/FLC), creating a
cyclical demand of 2 million security-grade rolls per full election.
Value proposition: Thermal technology offers ink-free instant imaging, low maintenance and long image life when top-coated,
while VVPAT fulfils the Supreme Court’s transparency directive by giving voters a tangible audit record. VVPAT rolls also
have a much higher shelf life compared to other thermal rolls as the record needs to be maintained for a longer duration. For
suppliers, the segment presents steady, high-visibility contracts aligned with Make-in-India procurement rules.
Growth drivers:
2511. Regulatory certainty: 100 % VVPAT deployment is now statutory, and simultaneous-election proposals (One Nation
One Election) could spike the demand across multiple years as per the Election Phases, rather than a single spike for
the General Election year followed by steady revenue over the other years.
2. Rising numbers of electorate in India: Demand for VVPAT rolls in India is structurally tied to the size and
enthusiasm of the electorate, both of which are climbing. The Election Commission’s final rolls for the 2024 general
election listed 970 million registered voters—up by almost 60 million since 2019 and nearly 200 million since 2009—
and demographic projections indicate the roll will cross 1 billion electors before 2030 as the post-2000 birth cohorts
reach voting age. At the same time, civic engagement is rising: average Lok Sabha turnout has moved from 58% in
2004 to 67% in 2019 and remains above 65% despite the pandemic-era dip, while many state polls now breach 75%.
Because each EVM must be paired with a VVPAT unit, every additional polling station created for new voters directly
lifts paper demand. Continuous by-elections, full VVPAT deployment in all states and the push for audit-trail recounts
in five random booths per constituency further compound consumption. Together, population growth, higher turnout
and expanded audit requirements make VVPAT rolls one of the few election consumables poised for steady, volume-
driven growth through the decade.
3. Wider receipt digitalisation: Rising QR-POS and toll-receipt volumes provide baseline manufacturing scale that
keeps unit costs low.
4. Security manufacturing ecosystem: PSUs BEL and ECIL build the printers and source rolls, while private
converters laminate holographic top-coats and variable-data codes for state tenders, keeping most value addition
domestic.
Although VVPAT rolls represent a small portion of national thermal-paper tonnage, their mandated use, strict specs and
election-driven surges give them outsized strategic importance. Combining predictable electoral batches with fast-growing POS
and logistics receipts, the Indian thermal-paper sector is expected to be on a growth trajectory well until 2030, with security-
grade rolls (VVPAT, e-way-bill kiosks, high-value POS) becoming the premium niche that commands higher margins and
drives technology diffusion across the broader market.
Global M&A Trends in the Card Manufacturing, Biometrics & Digital Security Providers
Transformation Through Value Creation
The ultimate objective of any M&A transaction is to create value, a legitimate means of enhancing top-line growth and
shareholder return. Transformation underpins practically every aspect of an M&A activity, with freshly enhanced solutions,
cross-selling of acquired services, and significant opportunities to streamline operations.
In the Card Manufacturing, Biometrics & Digital Security industry, companies are undergoing significant transformation
through value creation strategies rooted in targeted mergers and acquisitions. By acquiring firms with specialized capabilities—
ranging from biometric authentication and secure credentialing to advanced personalization and instant issuance—they are
rapidly expanding their product portfolios and addressing evolving customer demands. Companies like Entrust, HID Global,
Oberthur, and CPI Card Group are not merely expanding their footprint; they are actively reshaping their value chains to
integrate upstream technologies and downstream service capabilities. These acquisitions are enabling them to offer more end-
to-end solutions, enhance customer stickiness, and build defensible competitive advantages in a market increasingly driven by
security, digital identity, and real-time personalization. The consistent focus on acquiring IP-rich, innovative, and regionally
strong firms also reflects a commitment to long-term differentiation, cost synergies, and accelerated go-to-market timelines,
thereby creating measurable value for customers, partners, and shareholders alike.
Global M&A Transactions Value
252M&A: Top Acquisitions in Card Manufacturing, Biometrics & Digital Security Market
Target Acquirer Yea Deal Rationale
r
Entrust Inc. (USA) Datacard Group (now Entrust, USA) 2013 Secure ID solutions
expansion
Vesta Card Manufacturing (USA) American Card Services (Spell Capital, USA) 2013 Expanded gift/loyalty
card footprint
Lumidigm (USA) HID Global (ASSA ABLOY, Sweden/USA) 2014 Fingerprint biometric
authentication
expansion
NagraID Security (Switzerland) Oberthur Technologies (France) 2014 Display card
technology for online
transactions
EFT Source Inc. (USA) CPI Card Group (USA) 2014 Advanced
personalization and
instant issuance
IdenTrust (USA) HID Global (ASSA ABLOY, Sweden/USA) 2014 Digital identity
verification
SafeNet (USA) Gemalto (Netherlands/France) 2015 Enterprise data
protection and
encryption
Trüb AG (Switzerland) Gemalto (Netherlands/France) 2015 Government ID
programs leadership
Fundamenture A/S (Denmark) Valid (Brazil) 2015 Scale in SIM & EMV
card market
Veridos (JV) (Germany) Strategic Partnership (G+D & Bundesdruckerei 2015 Strategic ID security
JV) partnership
Vormetric Thales 2015 Data encryption &
security
Aviobook Thales 2016 Digital solutions for
pilots
3M Identity Management (USA) Gemalto (Netherlands/France) 2017 Biometric ID and
document security
expansion
Safran I&S (Morpho) (France) Advent Intl. → IDEMIA (France) 2017 Created IDEMIA
(Morpho + Oberthur)
Arjo Systems (France) HID Global (ASSA ABLOY, Sweden/USA) 2017 Strengthened eID and
passport portfolio
Gemalto Thales 2017 Thales targeted to be
a global leader in the
digital security
market by acquiring
Gemalto which is in
digital security and
smart cards business
253Target Acquirer Yea Deal Rationale
r
Aveillant Thales 2017 Drone detection &
radar tech
Guavus Thales 2017 Big Data analytics &
AI
Crossmatch (USA) HID Global (ASSA ABLOY, Sweden/USA) 2018 Fingerprint
authentication for
enterprise/governme
nt
E-Seek Inc. (USA) Veridos (Germany, G+D & Bundesdruckerei JV) 2018 Enhanced ID
verification solutions
Harvard Card Systems PLI Card 2018 No deal information
available, researched
official website, new
articles and data
platforms. Before this
acquisition PLI Cards
acquired by Platinum
Equity Buy Out Fund
AmaTech Paragon ID 2018 Secure card
technology & RFID
solutions
CPI Card - UK Business Sea Equity 2018
Gemalto (Netherlands/France) Thales (France) 2019 Expanded digital
security footprint
De La Rue – Int’l Identity Solutions (UK) HID Global (ASSA ABLOY, Sweden/USA) 2019 Citizen ID solutions
acquisition
nCipher Security (UK) Entrust Datacard (USA) 2019 Hardware security
module expansion
Thames Card Technology (UK) Paragon ID (France) 2019 Entry into payment
card production
FutureCard Industries LLC ( Qatar First Bank TOPPAN Gravity 2019 Extend smart card
L.L.C) solutions and
penetrate new
markets
X Core Technologies IDEMIA 2019 Expansion into smart
metal card
Transtrack International Giesecke+Devrient 2019 Strengthening
Banking Tech
solutions
Psibernetix Thales 2019 AI-powered
decision-making
systems
Ercom Thales 2019 Secure
communications &
collaboration
Thames Technology Paragon ID 2019 Strengthen payment
solutions in FinTech
First Data Corporation Fiserv 2019 Create Global Leader
in Payments and
FinTech
NextDocs (SISTEC) Austria Cards 2019 Added digital
services expertise,
including document
management, e-
archiving, and
physical archiving
solutions.
Thames Paragon ID 2019
TAG Systems Austria Cards 2019 Acquired payment
card manufacturer;
enhanced
personalization and
fulfillment services
across UK, Spain,
and Poland; added
solutions for Neo
Banks.
254Target Acquirer Yea Deal Rationale
r
TAG Systems USA Austria Cards 2019 Expanded in the U.S.,
offering
personalization and
fulfillment services to
a large, underserved
market.
Security Label GmbH (Germany) Paragon ID (France) 2021 RFID baggage tags
market leadership
Omni-ID (USA) HID Global (ASSA ABLOY, Sweden/USA) 2021 Industrial RFID tag
and IoT solutions
Face Technologies TOPPAN Gravity 2021 Expansion to african
identity business
Pod Group Giesecke+Devrient 2021 Enhancing IoT
Infrastructure
expertise
Security Label Paragon ID 2021 Growth in contract
manufacturing for
retail
Intercard Holding AG Exceet Card 2021 Strengthening
position in the
Banking &
Government card
solutions market
SG Technologies Exceet Card 2021 Expanding presence
in the Benelux region
and enhancing smart
card solutions
portfolio
CloudFin Austria Cards 2021 Acquired a majority
stake (65%), gaining
software capabilities
in management
services, automatic
identification, and
ERP system
integration using
machine learning.
Nitecrest Austria Cards 2021 Expanded UK
presence by acquiring
full ownership of
TAG Nitecrest
Limited, a card
production and
personalization
company.
Valid USA – Payment & ID Business (USA) Giesecke+Devrient (Germany) 2022 Expanded US card
manufacturing
footprint
NBS Technologies & UbiQ Software (Canada/UK) Matica Corp. (Italy) 2022 Secure issuance and
personalization
software expansion
Netcetera Giesecke+Devrient 2022 Strengthening IT
Services capabilities
OneWelcome Thales 2022 Identity & Access
Management (IAM)
S21sec Thales 2022 Cybersecurity
services expansion
Excellium Services Thales 2022 Cybersecurity
services expansion
Tracktio Paragon ID 2022 Strengthen IoT
infrastructure
solutions
UrbanThings Paragon ID 2022 Expand smart public
transport offerings
NetSeT Global Solutions (Serbia) Veridos (Germany) 2023 Expanded national ID
solutions
Pink Post Austria card 2023 expand
AUSTRIACARD's
255Target Acquirer Yea Deal Rationale
r
service offerings in
secure information
management.
Hogier Gartner & Cía. S.A.S. TOPPAN Gravity 2023 Geography
expansion in smart
card technology
MECOMO Giesecke+Devrient 2023 Expansion into
logistics technology
Imperva Thales 2023 Expand cybersecurity
offerings
Cobham Aerospace Thales 2023 Strengthen avionics
& connectivity
Tesserent Thales 2023 Cybersecurity
expansion in
Australia
E-Commerce Monitoring GmbH Austria card 2024 enhance capabilities
in e-commerce
monitoring and
security.
Citizen Identity Solutions, part of HID TOPPAN Gravity 2024 Establish as one of
the largest leaders in
security and identity
solutions
GetSAT Thales 2024 Strengthen Satcom
capabilities
GlobalTrust (part of E-commerce Monitoring) Austria Cards 2024 Acquired a full-
service provider for
e-signatures and
certificates compliant
with eIDAS
standards.
LSTech Austria Cards 2024 Acquired a research
and data analytics
company with
expertise in data
collection,
processing, and
decision-making
insights.
Macro Themes driving these deals across the industry
M&A: Key Acquisition Themes across these deals
Acquisition Theme Examples Purpose
Biometric & Authentication HID Global acquiring Lumidigm, Entrust acquiring To integrate advanced security layers and
Technology various tech firms biometrics
Card Manufacturing & CPI Card Group acquiring EFT Source Strengthening end-to-end personalization
Personalization and issuance
256Digital Identity & Secure ID Datacard (Entrust) acquiring Entrust Inc., NagraID Building a full-stack secure ID and
Solutions Security by Oberthur credentialing portfolio
Loyalty, Gift & Financial Cards American Card Services acquiring Vesta Expanding into niche card verticals like gift
Manufacturing and loyalty
Display Card & Smart Card Oberthur acquiring NagraID, others Enhancing product differentiation through
Technologies next-gen features
As leading players use inorganic strategies to drive transformation and competitive advantage, these themes point toward
strategic consolidation in critical areas of technology, geographic expansion, and end-to-end capability development.
1. End-to-End Secure Identity Solutions
A major theme is the vertical integration of identity and credentialing capabilities—from card issuance and personalization to
digital authentication and lifecycle management. Companies like Entrust and HID Global have acquired firms that bolster their
offerings in digital ID, multi-factor authentication, and credential management, enabling them to serve as comprehensive secure
identity providers.
2. Biometric and Authentication Technologies
Another dominant trend is the acquisition of companies offering fingerprint, facial recognition, and advanced biometric
authentication. This reflects a growing need for frictionless security and identity assurance across physical and digital channels,
especially in government, banking, and enterprise environments.
3. Display, Contactless & Next-Gen Smart Cards
Firms like Oberthur Technologies have focused on integrating next-generation card features, including OTP display, EMV
chip, and dual-interface/contactless capabilities, responding to the need for innovation in physical card formats that remain
relevant in hybrid environments.
4. Loyalty, Prepaid, and Financial Card Personalization
There’s a focus on acquiring niche card manufacturers and fulfillment providers (e.g., loyalty, gift, and prepaid cards) by players
like CPI Card Group and American Card Services. These deals support high-volume personalization, retail market expansion,
and greater customer engagement solutions.
5. Geographic Market Entry & Regional Consolidation
Several acquisitions serve the purpose of entering new markets or consolidating regional leadership—especially in the U.S.,
Europe, and Asia. These are strategic footprint expansion moves, reducing go-to-market time and capturing local customer
bases.
6. Technology Differentiation and IP Acquisition
A recurring pattern is the focus on acquiring companies with proprietary technology, patents, or software IP—critical for
differentiation in a commoditizing industry. This theme underlines a commitment to future-proofing offerings and building
defensible moats.
Collectively, these acquisitions demonstrate a forward-looking strategy by market leaders to position themselves as secure,
scalable, and innovation-driven partners in identity, access, and payment technologies. They are not just buying companies—
they are acquiring strategic value levers that future-proof their business models and broaden their customer reach across
geographies and verticals.
Competitive Landscape
The global payment cards manufacturing domain is driven by technological advancements, security needs, customization
demands, sustainability efforts, strategic expansions, regulatory compliance, and superior customer service. Leading companies
are continuously innovating to maintain their competitive edge and meet the dynamic needs of the global market.
Thales, Idemia, G+D, CPI Card Group, Perfect Plastic printing, Goldpack, Eastcompeace, Hengbao, Tianyu Inform Industry,
XH Smart Tech, Manipal Payments and Identity Solutions Ltd. etc. are some of the top ranked payment card manufacturers
globally as per Nilson report, (Issue 1272 published October, 2024).
257Shipment of Payment Cards by Manufacturer (2023)
Payment Cards with Chips
Rank Manufacturer, Headquarters
(Million)
1 Thales, France 945.0
2 Idemia, France 676.0
3 G+D, Germany 567.0
4 XH Smart Tech, China 152.4
5 CPI Card Group, US 149.7
6 Eastcompeace, China 142.6
7 Hengbao, China 140.4
8 Tianyu Inform Industry, China 126.4
9 Goldpac, Hong Kong 120.6
10 AustriaCard, Australia 113.5
11 Manipal Payments and Identity Solutions Ltd., India 102.2
Note: Chip card types include dual interface, microprocessor, memory and contactless; Includes tag for AustriaCard
Source: Nilson Report, October 2023, Issue 1251
India: Credit and Debit Cards Manufacturing Competitive Landscape
In India, some of the key cards manufacturers include the likes of Manipal Payments and Identity Solutions Ltd., Sheshaasai,
Idemia, G+D, Kl Hitech etc. Manipal Payments and Identity Solutions Ltd. is one of the largest manufacturers of payment cards
globally and in India in Fiscal 2025. As per Nilson report, (Issue 1272 published October, 2024), Manipal Payments and Identity
Solutions Ltd. is the highest ranked Indian company (and ranked 11th globally) in terms of shipment of payment cards with
chips in 2023. As per the same report, Manipal Payments and Identity Solutions Ltd. is also among the top 10 card manufacturers
in Visa & Mastercard issuances globally.
Besides Manipal Payments and Identity Solutions Ltd. produced 95.38 and 86.77 million credit and debit cards (including both
magstripe and chip based cards) respectively in Fiscal 2024 and Fiscal 2025, translating into an estimated market share of about
31.9% for credit and debit cards issuance in India for Fiscal 2025.
Additionally, the company holds an estimated market share of approximately 36.2% in the credit card issuance market and
31.2% in the debit card issuance market in India for Fiscal 2025, having produced 14.44 million credit cards and 72.33 million
debit cards during the financial year.
Top Vendors in India’s Card Manufacturing Market
Seshaasai:
258Seshaasai, founded in 1993, is one of the leading players in India’s payment card manufacturing market. They specialize in
various smart card technologies, including magnetic stripe, NFC, RFID, EMV chip-based, and dual interface cards. Seshaasai’s
production capacity and technological expertise allow them to produce millions of personalized cards for credit, debit, and
prepaid card applications.
Certified by major payment networks like Visa, Mastercard, and NPCI, Seshaasai meets rigorous security requirements,
ensuring international standards for safeguarding cardholder data.
Seshaasai’s Picture Personalization service, powered by the YoursTruly app, lets users personalize payment devices with photos
or gallery selections. Their partnership with Fingerprint Cards aims to introduce contactless biometric payment cards in India,
offering a secure and convenient payment option in the post-COVID era. Seshaasai produces EMV chip-based and RFID tag-
integrated intelligent magnetic strip cards in secure environments, accommodating both large and small orders with
customizable authentication methods.
Idemia:
IDEMIA, a multinational technology company headquartered in Courbevoie, France, specializes in identity-related security
services. The company is known for its solutions in biometric identification and security, as well as secure payment systems.
Additionally, IDEMIA provides biometric terminals for contactless access control, leveraging facial recognition and fingerprint
recognition technologies.
In the realm of facial recognition, IDEMIA’s technologies are employed in various applications, such as facilitating smooth
entry at airports and stadiums, identifying individuals banned from certain venues, spotting fugitives in crowds, and verifying
identities in restricted areas.
Furthermore, IDEMIA produced 3 billion identity documents worldwide in 2020, including passports, identity cards, and
driving licenses. The company’s research efforts have also led to advancements in payment card technology, such as embedding
fingerprint recognition in the thin structure of a card and dynamically changing visual cryptograms.
Giesecke+Devrient (G+D):
Giesecke+Devrient ("G+D"), headquartered in Munich, Germany, is a major player in the payment card manufacturing
industry, renowned for its innovations in banknote processing, smart cards, SIM cards, identification systems, and e-payments.
Having expanded operations since the 1970s, G+D is now one of the world’s largest supplier of banknotes and operates
banknote printing facilities in Germany and Malaysia. The company also produces paper for banknotes, checks, bonds,
certificates, passports, and other identification documents. G+D opened a smart card production facility in Delhi to cater to
India’s booming chip card market. This facility produces SIM cards for mobile communications and payment cards, with an
annual capacity of over 40 million chip cards. G+D India Pvt. Ltd., established in 2001, has become one of the biggest SIM
card suppliers in India, serving major mobile network operators.
Globally, G+D has shipped 1.9 billion contactless payment cards over the last five years. G+D’s commitment to sustainability
is evident in its pledge to replace all virgin plastic in its card products by 2030, aligning with its value-driven offerings to banks
and focus on end-to-end Environmental, Social, and Governance ("ESG") strategies.
KL-HiTech:
KL HI-TECH, founded in 1988 and headquartered in Hyderabad, India, the company is one of the key players in the payment
card manufacturing sector. The company has an annual capacity of over 72 million banking cards per year.
In 2021, KL HI-TECH partnered with Zwipe, a pioneer in biometric payment card development, to bring next-generation
biometric payment cards to its clients in India and key international markets. This collaboration aims to deliver physical cards
that enable completely touchless payments through a PIN-free checkout experience, enhancing safety and hygiene for
consumers.
With over 30 years of experience, KL HI-TECH has been instrumental in enabling secure payment transactions, facilitating
communications, and creating digital identities. The company prides itself on its innovative approach, producing a variety of
card materials such as Hololam, Metal cards, Vertical cards, Quick Read Technology, Core Edges, Biodegradable cards, and
RFID cards.
CPI Card Group:
CPI Card Group is a U.S.-based payment technology company specializing in the design, production, personalization, and
fulfillment of a wide array of payment card solutions. Headquartered in Littleton, Colorado, CPI serves financial institutions,
fintechs, and prepaid program managers with offerings that include credit, debit, and prepaid cards, as well as digital solutions
like instant issuance and push provisioning.
259The company emphasizes eco-focused products, such as its Second Wave and Earthwise cards, which incorporate upcycled
materials to meet sustainability goals. With a network of high-security, PCI-compliant facilities across the U.S., CPI is
committed to innovation, quality, and customer-centric service in the evolving payments landscape.Additionally, CPI's push
provisioning technology enables instant digital card issuance to mobile wallets, enhancing user convenience. Their Card@Once
platform further exemplifies innovation by allowing financial institutions to issue cards instantly on-site, improving customer
satisfaction and operational efficiency. These integrated solutions position CPI as a leader in providing end-to-end payment
technologies that cater to evolving consumer and industry demands.
CPI Card Group reported robust financial performance in 2024. The company achieved an 8% increase in full-year net sales,
reaching $480.6 million, with the prepaid debit segment experiencing a remarkable 26% growth, surpassing $100 million in
sales. This growth was driven by strong demand for contactless and eco-focused cards, as well as higher-value packaging
solutions. Furthermore, CPI expanded its market presence by acquiring Arroweye Solutions, Inc. for $45.55 million, enhancing
its digital card production capabilities and reinforcing its commitment to innovation in the payment technology sector.
CompoSecure:
CompoSecure is a leading U.S.-based provider of premium metal payment cards and digital security solutions. Headquartered
in Somerset, New Jersey, the company serves over 150 payment card programs globally and has produced more than 200
million metal cards since 2010. CompoSecure's offerings include innovative products like the Arculus platform, which
integrates secure authentication and digital asset storage into a single metal card, enhancing user security and convenience.
In 2024, the company reported net sales of $420.6 million, marking an 8% increase from the previous year, and achieved a 62%
rise in free cash flow to $84.9 million. CompoSecure's commitment to innovation and excellence was recognized with nine
industry awards in 2024, including accolades from the International Card Manufacturers Association and The Digital Banker’s
Global Cards & Payments Innovation Awards. These achievements underscore CompoSecure's position as a trusted partner in
the evolving landscape of payment and security solutions.
CompoSecure stands out in the payment technology industry by merging luxury design with advanced security solutions. This
combination appeals to banks, fintechs, and consumers seeking both style and security in their payment methods.
Manipal Payments and Identity Solutions Limited:
Manipal Payments and Identity Solutions Ltd. is a pioneering company specializing in payment solutions, identifications
solutions, secure solutions, smart tagging and IOT solutions along with development and distribution of advanced payment card
solutions. The company is one of the largest manufacturers of payment cards globally and in India in Fiscal 2025. As per Nilson
report, (Issue 1272 published October, 2024), Manipal Payments and Identity Solutions Ltd. is the highest ranked Indian
company (and ranked 14th globally) in terms of shipment of payment cards (ones with chips and magstripe both) in 2023. For
shipment of payment cards with chips alone, the company is ranked 11th globally. As per the same report, the company is ranked
10th globally excluding vendors from China. As per the same report, Manipal Payments and Identity Solutions Ltd. is also
among the top 10 card manufacturers in Visa & Mastercard issuances globally in 2023. Besides, the company is also ranked
2nd, only behind XH Smart Tech, in the list of High-security cards (which includes cards such as American Express, Diners,
Discover, JCB, Elo, RuPay, Mir and ATM and PIN-based debit).
Manipal Payments and Identity Solutions Ltd. offers a diverse basket including banking cards (DI and EMV), smart cards,
government identification cards, cheques logistics solutions and embedding chips on smart wearables. Since 2012, Manipal
Payments and Identity Solutions Ltd. has been one of the leading card payment technology enabler in India, having played a
vital role in the transition of technology for payment cards from magstripe cards to chip-embedded cards for major card
networks.
Manipal Payments and Identity Solutions Ltd. has developed payment applications, which allows them to be certified by various
payment networks. The company is among the first few payment card manufacturers to adopt this capability. Further, as of
March 31, 2025, Manipal Payments and Identity Solutions Ltd. was one of the select few companies to have issued metal cards
in India, and one of the leading metal card manufacturers in India holding a patent for metal cards manufacturing. As of March
31, 2025, the company supplies metal cards to the top four credit cards issuers in India who constitute to more than 70.00% of
total credit cards outstanding. As the metal card opportunity grows in the country, the company is well set to capture a
meaningful market. In Fiscal 2024, Manipal Payments and Identity Solutions Ltd. was also one of the largest manufacturers of
DI cards in India. Further, as of March 31, 2025, Manipal Payments and Identity Solutions Ltd. is one of the few manufacturers
of NCMC-compliant DI cards for transit use in India. The company pioneered the manufacturing of National Common Mobility
Cards in 2024 in partnership with Airtel Payments Bank, and also launched India’s first recyclable polyvinyl chloride ("PVC")
Rupay card along with Tide and Transcorp in 2024.
Manipal Payments and Identity Solutions Ltd. has developed RuPay products and have been certified by the RuPay Compliance
Program for RuPay DI applet. The company is among the select few domestic manufacturers with letter of award for RuPay
products.
260Manipal Payments and Identity Solutions Ltd. is also one of the select few manufacturers and suppliers of polycarbonate cards
for driving license and registration certificate for transport authorities in various states. The company also pioneered the
manufacturing of India’s Polycarbonate (“PC”)-based driving license cards using specialised ink, along with registration
certificates. Manipal Payments and Identity Solutions Ltd. is also among select card manufacturers of 99.00% recycled PVC
("RPVC") cards, which are made from recycled plastic to enable banks to achieve their green goals. Further, the company has
also been certified by Visa for rPVC-100% Card for magnetic stripe and dual interface configurations.
Manipal Payments and Identity Solutions Ltd. is also among the select partners to engage for projects like polycarbonate-based
ID cards, in compliance with guidelines of the Ministry of Road Transport and Highways ("MORTH"). The company intends
to strategically service the requirements of central and state government across India by pursuing select identity card
opportunities. PVC identity cards have lower shelf lives and need to be replaced at more frequent intervals
Leveraging cutting-edge technology and a customer-centric approach, Manipal Payments and Identity Solutions Ltd. delivers
innovative, reliable, and versatile payment solutions designed to meet the evolving needs of businesses and consumers in a
rapidly changing digital economy. The company has successfully deployed India’s large-scale instant issuance kiosk solution,
rolling out over 500 kiosks simultaneously for State Bank of India.
Manipal Payments and Identity Solutions Ltd. has made substantial investment in strengthening the technology, infrastructure
and security systems at their facilities. Spread over an area of more than 53,000 square feet, the Manipal Facility conforms to
layout specifications set forth in their agreements with network providers and is one of the largest plastic card facility in India.
Manipal Payments and Identity Solutions Ltd. utilizes the facility for both, production and personalization of cards, and the
company is eligible to manufacture EMV and DI cards based on certifications received from Visa, MasterCard and RuPay. The
company’s Mumbai Facility, with an area of approximately 15,000 square feet, is also certified by Visa, MasterCard and RuPay
for EMV and DI cards, and the facility is used for personalization services.
The company has received certifications from Diner’s Club, Discover, Afrigo, Verve and American Express all of which
collectively allows them to offer payment cards across the ecosystem of global network operators enabling them to address the
global exports market for the base cards.
In addition, as of March 31, 2025, Manipal Payments and Identity Solutions Ltd. has clients across the regions of Asia-Pacific,
Middle Eat & Africa, Europe and the United Kingdom. For instance, the company is one of the select few companies to have
manufactured metal cards for local payment networks in the UAE.
In Fiscals 2022 and 2025, the company manufactured 51.79 million and 87.69 million payment cards, reflecting a CAGR of
19.2% between Fiscal 2022 and Fiscal 2025. The company has scaled up its operations in line with growth in the total payment
cards issued in India, which grew from 257 million units in 2020 to 302 million units in 2025 (inclusive of debit cards, credit
cards and PPI cards).
As of June 30, 2025, the company is also one of the largest producers of Aadhaar cards in India, having successfully printed
over 1 billion cards in 12 regional languages. As per Frost & Sullivan estimates, 18.24 million Aadhaar cards will be issued in
Fiscal 2026 and in Fiscal 2030 the issuance will be 7.47 million cards.
Critical Success Factors for Manipal Payments and Identity Solutions Ltd.:
1) Certification & technology
The company has a number of certifications as highlighted below –
- Payment network certifications (Mastercard, Visa, RuPay, Discover, Diner’s Club International, JCB
- IT and Infrastructure Certification (ISO 9001:2015, CMMi Level 3, PCI DSS (level 1), ISO 27001, Integraf etc.)
Industry-specific certifications (e.g., PCI-DSS) demonstrate that the company meets stringent regulatory standards, instilling
trust among clients and partners.
2) Location (Plant and Personalization bureau)
Company is strategically placed to tap into the southern and western belt of the country (with one manufacturing facility in
Manipal and personalization bureaus in Manipal, Chennai, Noida and Mumbai) which houses close to 40% of the savings
accounts in the country. This proximity to the customers ensures a quick turn around time. Besides, the company is also planning
new facilities (personalization bureau) in Nigeria and UK to expand to global regions.
End to end solutioning and cheque book
261Manipal Payments and Identity Solutions Ltd. provides end to end solutions bundled with cheque books and logistics. By
offering such a comprehensive suite of services and end to end solutioning, Manipal Payments and Identity Solutions Ltd.
provides a seamless and hassle-free experience for their customers and banks.
3) Data security
Robust security measures in place at Manipal Payments and Identity Solutions Ltd. facilities and provision to secure vendors
as well as also highlighted by certifications held by the company
4) Approval for Visa, Diners and Rupay for metal cards which opens up the local as well as global markets for the
company
5) Qualification for government projects for DLRC, Aadhaar card and ePassports
6) Strong legacy and uninterrupted / reliable partnership and service to the banks for 15+ years
Vendor Comparison Across Parameters
Company Name Product/Service Portfolio Regional/Market Presence
Seshaasai The company offers solutions for payment cards, smart card products, custom India, APAC, Africa
chip modules, smart wearables, and merchant QR code kits, among others.
IDEMIA They offer a range of products in biometrics, payment, connectivity, access Europe, Middle East, Africa,
control, identity, and travel. This includes card issuance services, payment cards, Asia Pacific, North America,
digital payment solutions, and biometric access control systems. and South America.
Besides payment card services, the company also offers solutions across smart Europe, APAC, Americas,
card services, card issuance services, digital payment and authentication Australia, Middle East and
solutions, mobile payment services, wearable payment technologies, and smart Africa
card technology.
DZ Card Smart card for payments, identity and biometric cards, transport solutions, India, Thailand, Malaysia,
driving licenses, and healthcare cards. Philippines, South Africa
KL-HiTech Banking and biometric cards, secure print, RFID products etc. Major banks in India and Asia
Financial Benchmarking
Financial Benchmarking (1/2)
Figures in INR Mn MPISL Seshaasai IDEMIA G+D KL Hitech
Headquarters India India France Germany India
Revenue from operations (₹ Fiscal 2023 9,021.74 11,462.99 17,261.70 5,552.07 1,950.51
million) Fiscal 2024 12,475.22 15,582.56 20,159.80 8,083.38 2,602.60
Fiscal 2025 12,560.71 14,631.51 NA NA NA
Revenue growth (YoY) (%) Fiscal 2023 NA 70.44% NA NA NA
Fiscal 2024 38.28% 35.94% 16.79% 45.59% 33.43%
Fiscal 2025 0.69% (6.10)% NA NA NA
Profit after tax (₹ million) Fiscal 2023 1,176.72 1,080.98 3,521.6 862.99 35.25
Fiscal 2024 2,491.65 1,692.78 5,661.0 714.24 222.15
Fiscal 2025 2,822.14 2,223.20 NA NA NA
EBITDA (₹ million) Fiscal 2023 1,787.20 2,074.27 5,096.60 1291.42 143.92
Fiscal 2024 3,555.72 3,030.10 7,938.8 1115.23 387.04
Fiscal 2025 4,087.66 3,703.65 NA NA NA
EBITDA Margin (%) Fiscal 2023 19.42% 17.98% 29.53% 22.06% 7.38%
Fiscal 2024 28.04% 19.30% 39.38% 12.10% 14.87%
Fiscal 2025 32.01% 25.13% NA NA NA
Profit after tax Margin (%) Fiscal 2023 12.78% 9.37% 20.40% 23.26% 1.81%
Fiscal 2024 19.65% 10.78% 28.08% 13.80% 8.54%
Fiscal 2025 22.10% 15.09% NA NA NA
Return on Equity (%) Fiscal 2023 60.41% 37.26% 88.53% 113.02% 7.21%
Fiscal 2024 79.42% 39.00% 117.53% 46.02% 36.31%
Fiscal 2025 55.08% 34.84% NA NA NA
262Figures in INR Mn MPISL Seshaasai IDEMIA G+D KL Hitech
Headquarters India India France Germany India
Return on Capital Fiscal 2023 49.30% 28.65% 112.64% 162.60% 10.80%
Employed (%) Fiscal 2024 51.95% 33.47% 158.28% 67.64% 36.10%
Fiscal 2025 33.97% 31.87% NA NA NA
Fixed Asset Turnover Fiscal 2023 7.10 NA NA NA NA
Ratio (Times) Fiscal 2024 9.78 NA NA NA NA
Fiscal 2025 7.27 NA NA NA NA
Revenue from Export Sale Fiscal 2023 95.15 NA NA NA NA
(₹ million) Fiscal 2024 176.20 NA NA NA NA
Fiscal 2025 544.29 NA NA NA NA
Revenue from Domestic Fiscal 2023 8,926.59 NA NA NA NA
Sale (₹ million) Fiscal 2024 12,299.02 NA NA NA NA
Fiscal 2025 12,016.42 NA NA NA NA
Volume of chip-based Fiscal 2023 82.08 NA NA NA NA
Banking Fiscal 2024 92.00 NA NA NA NA
Cards (million) Fiscal 2025 86.15 NA NA NA NA
No. of Personalization Fiscal 2023 9 NA NA NA NA
Bureaus Fiscal 2024 12 NA NA NA NA
Fiscal 2025 14 NA NA NA NA
Net Working Fiscal 2023 66.09 74 NA NA NA
Capital Days Fiscal 2024 41.71 62 NA NA NA
Fiscal 2025 45.55 95 NA NA NA
Source: Annual Reports, Other secondary sources
Financials in ₹ million. Fiscal year is April – March
Data for the respective companies - Manipal Payments, Seshaasai, Idemia, G+D and KL Hitec is for the respective financial years ending
March, 2022, 2023, 2024 and 2025; Fiscal year considered for these companies is April-March
The table represents consolidated financials for the respective companies including all lines of businesses.
Revenue from operations means the revenue from operations for the year/ period.
Revenue growth = [(revenue from operations for the current fiscal year/ revenue from operations for the previous fiscal year)-1].
EBITDA = Profit for the period / year plus Total tax expense plus Finance Costs plus Depreciation and amortisation expense less
exceptional items;
EBITDA Margin = EBITDA divided by total income.
Profit after tax is calculated as profit/ (loss) for the period/ year.
Profit after tax Margin = profit/ (loss) for the period/ year divided by total income.
ROE = Profit after tax for the year / period divided by Average Shareholders’ Equity.
(Average Shareholders’ Equity = (Opening Total Equity plus Closing Total Equity (excluding Amalgamation adjustment deficit account)) /
2))
Return on Capital Employed = EBIT divided by Average Capital Employed.
Avg. Capital employed = (opening capital employed plus closing capital employed) divided by 2 and capital employed is calculated as total
equity (excluding amalgamation adjustment deficit account) plus borrowings plus lease liabilities
EBIT = Profit for the year / period plus Total tax expense plus Finance costs minus exceptional items
Fixed Asset Turnover Ratio is calculated as Revenue from operations/ Average Net carrying Amount of Property, Plant and Equipment and
Right-of-use assets while Average Net carrying amount of Property, Plant and Equipment and Right-of-use assets is calculated as (Opening
Net Carrying amount of Property, Plant and Equipment and Right-of-use assets plus Closing Net carrying amount of Property, Plant and
Equipment and Right-of-use Assets) divided by 2
Revenue from export sales means revenue from export sales for the period/ year
Revenue from domestic sales means revenue from domestic sales for the period/ year
Volume of Banking Cards refer to chip-based payment cards billed to Banks, Fintechs and other customers
Personalisation bureaus include Personalisation bureaus for cards, Driving License/ Registration Certificate projects and cheques separately
Net Working Capital Days is calculated as Inventory Days plus Trade Receivable Days minus Trade Payable Days while Inventory Days is
calculated as (Inventories divided by Revenue from operations) multiplied by 365, Trade Receivables Days is calculated as (Trade
receivables divided by Revenue from operations) multiplied by 365 and Trade Payables Days is calculated as (Trade payables divided by
Revenue from operations) multiplied by 365
Exchange rate used 1US$ = ₹ 83
Financial Benchmarking (2/2)
Figures (₹ million) CPI Card Group Composecure
Headquarters USA USA
Revenues Fiscal 2022 4.52 267.95
Fiscal 2023 5.73 378.48
Fiscal 2024 5.36 390.63
Fiscal 2025, Dec 2024 5.79 420.57
Fiscal 2022 – Fiscal 2024 8.86% 20.74%
Revenues CAGR Fiscal 2022 – Fiscal 2024 8.61% 16.22%
263Figures (₹ million) CPI Card Group Composecure
PBT (INR Mn) Fiscal 2022 0.29 82.56
Fiscal 2023 0.59 136.18
Fiscal 2024 0.42 117.08
Fiscal 2025 0.30 -80.98
Fiscal 2022 – Fiscal 2024 20.28% 19.08%
PBT CAGR Fiscal 2022 – Fiscal 2025 1.66% -199.36%
EBITDA (INR Mn) Fiscal 2022 0.84 103.78
Fiscal 2023 1.13 146.01
Fiscal 2024 0.93 151.63
Fiscal 2025 0.91 133.58
Fiscal 2022 – Fiscal 2024 5.46% 20.87%
EBITDA CAGR Fiscal 2022 – Fiscal 2025 2.81% 8.78%
Net Income Fiscal 2022 0.19 83.41
Fiscal 2023 0.44 131.82
Fiscal 2024 0.29 112.52
Fiscal 2025 0.24 -83.16
Fiscal 2022 – Fiscal 2024 22.66% 16.14%
Net Income CAGR Fiscal 2022 – Fiscal 2025 6.99% -199.90%
Fiscal 2022 18.53% 38.73%
Fiscal 2023 19.66% 38.58%
EBITDA Margin (%) Fiscal 2024 17.39% 38.82%
Fiscal 2025 15.72% 31.76%
PBT Margin (%) Fiscal 2022 6.35% 30.68%
Fiscal 2023 10.33% 34.06%
Fiscal 2024 7.75% 30.13%
Fiscal 2025 5.21% -34.91%
ROE (%) Fiscal 2022 -12.31% -13.80%
Fiscal 2023 -35.98% -13.82%
Fiscal 2024 -35.80% -13.28%
Fiscal 2025 -44.59% NA
ROCE (%) Fiscal 2022 28.55% -33.04%
Fiscal 2023 40.80% -23.64%
Fiscal 2024 29.47% -28.65%
Fiscal 2025 25.82% -60.14%
Source: Annual Reports, Other secondary sources
Financials in INR million. Fiscal year is April – March
Data for the respective companies - Manipal Payments, Seshaasai, Idemia, G+D and KL Hitec is for the respective financial years ending
March, 2022, 2023,2024 and 2025; Fiscal year considered for these companies is April-March
Composecure data as on December, 2021, 2022, 2023 and 2024; Fiscal year for the company is January - December
Composecure data source: https://finance.yahoo.com/quote/CMPO/balance-sheet
CPI Card Group data as on December, 2021, 2022, 2023 and 2024; Fiscal year for the company is January - December
The table represents consolidated financials for the respective companies including all lines of businesses.
EBITDA = Profit for the period / year plus Total tax expense plus Finance Costs plus Depreciation and amortisation expense less other
income; PAT incudes total income
ROE = Profit after tax for the year / period divided by Average Shareholders’ Equity.
(Average Shareholders’ Equity = (Opening Total Equity excluding Amalgamation adjustment deficit plus Closing Total Equity excluding
Amalgamation adjustment deficit) / 2))
Return on Capital Employed = EBIT divided by Average Capital Employed.
Avg. Capital employed = ((Opening Total equity plus Total borrowings) plus (closing Total equity plus Total borrowings))/2.
EBIT = Profit for the year / period plus Total tax expense plus Finance costs
Exchange rate used 1US$ = INR 83
264OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies, contain
forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page 18
for a discussion of the risks and uncertainties related to those statements and also the sections “Risk Factors”, “Industry
Overview”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 33, 135, 334 and 427, respectively, as well as financial and other information contained in
this Updated Draft Red Herring Prospectus – I as a whole, 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.
Unless otherwise indicated or unless the context requires otherwise, the financial information included herein is based on our
Restated Financial Information included in this Updated Draft Red Herring Prospectus – I. For further information, see
“Restated Financial Information” on page 354. Unless the context otherwise requires, in this section, references to “the
Company” or “our Company” are to our Company on a standalone basis and references to “we”, “us” or “our” are to our
Company on a consolidated basis.
Our Company has acquired the variable data printing and secure logistics division (“VDP”) business of Manipal Technologies
Limited (“MTL”), including printing of cheques, personalized customer communications/ statements, government
identification, insurance policy booklets, secure logistics, among others, pursuant to business transfer agreement dated April
30, 2024, with effect from March 31, 2024. Further, we acquired the smart tagging and internet of things solutions, along with
holograms, coated products, and other security printed products business of MTL pursuant to a business transfer agreement
dated April 1, 2025 with effect from even date (“Revenue Assurance Acquisition”). Accordingly, financial and operational
information included herein includes the VDP business of MTL acquired by our Company and the Revenue Assurance
Acquisition. For further information, see “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation – Financial data” and “Risk Factors − We have completed the acquisitions of variable data
printing and smart tagging and internet of things solutions, along with holograms, coated products, and other security
printed products businesses of one of our Promoters, Manipal Technologies Limited, and we may pursue other strategic
acquisitions for inorganic growth in the future. We may not be able to integrate these acquisitions, or may be faced with
operating difficulties due to such integration, which could adversely affect our business, financial condition, cash flows and
results of operations.” on pages 15 and 54, respectively.
Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in
particular, the report titled “Assessing the Potential of Global Payments Card Market” dated October 30, 2025 (the “F&S
Report”) prepared and issued by F&S, pursuant to an engagement letter dated October 20, 2023 and addendum dated May
13, 2025. The F&S Report has been exclusively commissioned and paid for by us in connection with the Offer. The data included
herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. A copy of
the F&S Report is available on the website of our Company at https://mpimanipal.com/investor-corner. Unless otherwise
indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with
respect to any particular year refers to such information for the relevant calendar year. For further information, see “Risk
Factors – Industry information included in this Updated Draft Red Herring Prospectus - I has been derived from an industry
report exclusively commissioned and paid for by us in connection with the Offer.” on page 67. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation – Industry and market
data” on page 17.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular Fiscal are to the 12 months ended March 31 of that year.
OVERVIEW
We provide payments solutions, identifications solutions, secure solutions, and smart tagging and internet of things (“IOT”)
solutions to banks, fintechs, non-banking finance companies and governments, across domestic and international jurisdictions.
Incorporated on February 19, 2008, our Company is part of The Manipal Group. The Manipal Group commenced operations
in 1948 as a printing company, under the name of Express Printers Private Limited, catering to the secured printing requirements
of banks in India and has since added products and services catering to customer requirements across various industries.
Our payment solutions primarily comprise payment cards, cheque solutions, near-field communication (“NFC”)/quick-
response (“QR”) codes, payment-enabled wearables, and digital automation solutions. Our identification solutions primarily
comprise driving licenses, registration certificates, national identity cards, among others, along with transit management
solutions. Our secure solutions primarily comprise secure logistics, personalization of insurance policies, premium notices,
renewal letters and marketing collaterals, along with security-enhanced packaging such as tamper-evident envelopes, holograms
and coated products. Our smart tagging and IOT solutions primarily entail printing of excise labels with holograms and
encrypted QR codes for various state excise departments, IOT and track and trace solutions with radio-frequency identification
(“RFID”) tags, and anti-counterfeiting solutions.
265The infographic below sets forth our service offerings and technology platforms.
Our Company had an estimated market share of about 36.02% in the credit card issuance market and 31.02% in the debit card
issuance market in India for Fiscal 2025, having billed 14.14 million credit cards and 72.01 million debit cards during Fiscal
2025. We were among the largest manufacturers of payment cards, both globally and in India in Fiscal 2025. We pioneered the
manufacturing of National Common Mobility Cards in 2024 in partnership with Airtel Payments Bank and also launched India’s
first recyclable polyvinyl chloride (“rPVC”) Rupay card in 2024. Further, as of March 31, 2025, we are one of the leading
metal card manufacturers in India holding a patent for metal cards manufacturing. As of March 31, 2025, we supply metal cards
to the top four credit cards issuers in India. We were one of the largest manufacturers of dual interface (“DI”) cards in India in
Fiscal 2024. (Source: F&S Report)
We were the highest ranked company in India and 14th ranked company globally in terms of shipment of payment cards with
chips and magstripe in 2023, and among the top 10 card manufacturers for Mastercard and another payment network globally
in 2023. (Source: F&S Report)
As of June 30, 2025, we are one of the largest producers of national identity cards in India, having successfully billed over 1
billion cards in 12 regional languages. We also pioneered the manufacturing of India’s polycarbonate-based driving license
cards using specialised ink, along with registration certificates. We are among the select partners to get engaged for projects
like polycarbonate-based ID cards, in compliance with guidelines of the Ministry of Road Transport and Highways
("MORTH"). We have successfully deployed India’s large-scale instant issuance kiosk solution, rolling out over 500 kiosks
266simultaneously for State Bank of India. (Source: F&S Report) We have been associated with transport authorities in
Maharashtra and Chhattisgarh for issuing registration certificates and driving licenses in these regions.
We catered to a diverse set of over 220 customers in the three months ended June 30, 2025 across domestic and international
jurisdictions. In the last three Fiscals and three months ended June 30, 2025, we have exported our products such as credit cards,
debit cards and metals cards to countries including UK, Singapore, Bahrain, Hong Kong, Oman, Maldives, Mauritius, South
Africa, Bangladesh, Brazil, Nigeria, Nepal, Sri Lanka, Bolivia and United Arab Emirates, as well as certain countries in Europe.
Our customers for payment cards include private sector banks, public sector banks (“PSBs”), small finance banks, payment
banks, co-operative banks, prepaid payment instrument license holders and fintechs. Additionally, we also support government
initiatives by supplying secure identification cards, tax stamps, and other essential documents. Our commitment to customer
satisfaction is evident through our tailored technology driven solutions, stringent security measures, continued compliances and
continuous efforts to enhance operational efficiency.
Since 2012, our Company has been one of the leading enablers of card payment technology in India, having played a vital role
in the transition of technology for payment cards from magstripe cards to chip-embedded cards for major card networks.
(Source: F&S Report) Technology is critical to our operations, which includes printing, laminating, punching, milling and
embedding electronic chips in cards and personalizing them for individual customers with personal details. Our facilities are
equipped with advanced technology that enables us to offer product diversification and customization. We have developed a
comprehensive and secure technology platform designed to meet the complex needs of plastic card personalization and dispatch
management. This robust architecture is modular, ensuring seamless integration with existing systems while supporting future
scalability and compliance with regulatory standards. Our integrated logistics management platform (“ILM”), MPi TracLogix,
which offers comprehensive logistics solutions with application programming interface (“API”) integration with major logistics
partners based on predefined parameters such as pin code serviceability, turn-around-time and past performance, ensuring
efficient dispatch and tracking of shipments. Our central communication engine delivers secure data processing and printing
solutions for statements and insurance documents, as well as digital communication services. We also provide branch
automation solutions to streamline operations and improve efficiency in banking systems, through MPi IssuNow. Our system
integration for the centralized Bengaluru Metropolitan Transport Corporation (“BMTC”) control centre supports advanced
transit management systems, through MPi CommuteCore.
We have a history of being certified for our operations by payment networks including Mastercard (over 16 years), RuPay (over
nine years) and by other payment networks for over 15 years and nine years, respectively, for manufacturing and personalization
of payment cards. Further, our facilities are certified for Payment Card Industry Data Security Standard (“PCIDSS”) (Level 1)
for secure data management (which is currently under renewal) and our Manipal Facility is certified for ‘INTERGRAF’ (Central
Bank Level) and Card Quality Management for secure card manufacturing and personalization. These certifications are a
testament to our continued compliance with standards for IT and cyber security and physical security. Acquiring these
certifications serves as an entry barrier towards manufacturing payment cards, and places us among a league of manufacturers
equipped to offer payment cards.
As of the date of this Updated Draft Red Herring Prospectus – I, we serve our customers through 10 facilities across India.
These include one card manufacturing facility and personalization bureau in Manipal Karnataka, one card manufacturing
facility and cheque printing facility in Manipal, Karnataka, one personalization bureau in Navi Mumbai, Maharashtra, one
personalization bureau and cheque printing facility each in Noida, Uttar Pradesh and Chennai, Tamil Nadu, one cheque printing
facility each in Navi Mumbai, Maharashtra and Howrah, West Bengal; and three facilities for smart tagging and IOT solutions
along with coated products business in the states of Manipal, Karnataka and Bengaluru, Karnataka. For details, see “– Business
Operations – Properties” on page 301. Further, as per our contractual arrangements, while our Company captures the biometrics
and prints the driving license and registration certificates at the Regional Transport Office ("RTO") premises of the respective
transport departments by setting up central cards processing centers (“CCPCs”), the transport departments undertake the other
remaining formalities such as verification of documents of the applicants. As of June 30, 2025, our CCPCs are located at five
locations in India, i.e., Port Blair, Andaman and Nicobar Islands; Raipur, Chhattisgarh, and Mumbai, Nagpur and Aurangabad
in Maharashtra.
The map below sets forth our presence across India as of the date of this Updated Draft Red Herring Prospectus – I
267(Map not to scale)
Both of our card manufacturing facilities and personalization bureaus are certified by Mastercard, Rupay, and other payment
networks for manufacturing and personalization of chip-embedded and DI cards.
We have witnessed consistent revenue growth and profitability in the three preceding Fiscals and the three months ended June
30, 2025. Our profit for the year increased from ₹ 1,176.72 million in Fiscal 2023 to ₹ 2,822.14 million in Fiscal 2025, as per
our Restated Financial Information. For the three months ended June 30, 2025, our profit for the period was ₹ 339.26 million.
The following table sets forth certain financial information based on the Restated Financial Information:
Particulars As of/ For the three As of/ For the Year Ended March 31,
months ended June 2025 2024 2023
30, 2025
Revenue from Operations (₹ 2,835.19 12,560.71 12,475.22 9,021.74
million)
Total Income (₹ million) 2,926.68 12,771.06 12,679.72 9,204.82
EBITDA (₹ million) (1) 953.34 4,087.66 3,555.72 1,787.20
EBITDA Margin (%) (2) 32.57% 32.01% 28.04 % 19.42 %
EBIT (₹ million) (3) 815.02 3,535.73 3,207.49 1,433.72
Profit/ (loss) for the period/ 339.26 2,822.14 2,491.65 1,176.72
year (₹ million)
PAT Margin (%)(4) 11.59% 22.10% 19.65% 12.78%
Fixed Asset Turnover Ratio(5) 1.33 7.27 9.78 7.10
Return on Equity (%)(6) 4.53% 55.08% 79.42% 60.41%
Capital Employed (₹ million) 9,754.57 11,842.15 8,974.62 3,374.39
(7)
Return on Capital Employed 7.55% 33.97% 51.95% 49.30%
(%)(8)
Figures for three months ended June 30, 2025 have not been annualised.
Notes:
(1) EBITDA is calculated as profit/ (loss) for the period/ year plus total tax expenses plus finance costs plus depreciation and amortization expense minus
exceptional items.
(2) EBITDA Margin is calculated as EBITDA divided by total income.
(3) EBIT is calculated as profit/ (loss) for the period/year plus finance costs plus tax expense minus exceptional items.
(4) PAT Margin is calculated as profit/ (loss) for the period/ year divided by total income.
(5) Fixed Asset Turnover Ratio is calculated as revenue from operations/ average net carrying amount of property, plant and equipment and right-of-use
assets while average net carrying amount of property, plant and equipment and right-of-use assets is calculated as (opening net carrying amount of
property, plant and equipment and right-of-use assets plus closing net carrying amount of property, plant and equipment and right-of-use assets) divided
by 2.
(6) Return on Equity is calculated as profit/ (loss) for the period/ year divided by average equity, while average equity is calculated as (opening total equity
plus closing total equity excluding amalgamation adjustment deficit account) divided by 2 and total equity is calculated as paid-up equity share capital
plus other equity.
(7) Capital employed is calculated as total equity (excluding amalgamation adjustment deficit account) plus total borrowings and lease liability.
(8) Return on Capital Employed is calculated as EBIT divided by average capital employed while EBIT is calculated as profit/ (loss) for the period/year
plus finance costs plus tax expense minus exceptional items, average capital employed is calculated as (opening capital employed plus closing capital
employed) divided by 2 and capital employed is calculated as total equity excluding amalgamation adjustment deficit account plus borrowings plus
lease liabilities
STRENGTHS
Among the largest manufacturers of payment cards, both globally and in India in Fiscal 2025
268We were among the largest manufacturers of payment cards, both globally and in India in Fiscal 2025. (Source: F&S Report)
We have scaled up our operations in line with growth in the total payment cards issued in India. The total payment cards being
issued in India, inclusive of credit cards, debit cards, prepaid payments instrument was 257 million units in 2020, and reached
a total of 318 million units being issued in 2023. This number grew to 302 million units in 2025 and is projected to reach 519
million units by 2030, with an expected CAGR of 11.4% from Fiscal 2025 to Fiscal 2030. (Source: F&S Report) The number
of chip-based payment cards billed by us increased at a CAGR of 35.67%, from 82.08 million in Fiscal 2023 to 92.00 million
in Fiscal 2024 and 86.15 million in Fiscal 2025. During the three months ended June 30, 2025, we billed 17.37 million chip-
based payment cards.
We believe the scale of our operations positions us as a prominent player in the global payment card solutions market. We were
the highest ranked company in India and 14th ranked company globally in terms of shipment of payment cards with chips and
magstripe in 2023, and among the top 10 card manufacturers for Mastercard and another payment network globally in 2023.
Our Company had an estimated market share of about approximately 36.2% in the credit card issuance market and 31.2% in
the debit card issuance market in India for Fiscal 2025, having produced 14.14 million credit cards and 72.01 million debit
cards during Fiscal 2025. (Source: F&S Report)
In the last three Fiscals and three months ended June 30, 2025, we have exported our products such as credit cards, debit cards
and metals cards to countries including UK, Singapore, Bahrain, Hong Kong, Oman, Maldives, Mauritius, South Africa,
Bangladesh, Brazil, Bolivia, Nigeria, Nepal, Sri Lanka, and United Arab Emirates, as well as certain countries in Europe.
Through multiple personalization bureaus with integrated offerings in the form of cards and cheques spread across India, we
are able to create a localized presence that enables personalization in proximity to end customers. Proximity to customers is
crucial as a strategic location enhances logistics and distribution efficiency, reduces turnaround time, improves customer
service, strengthens supply chain management and fosters collaboration. (Source: F&S Report)
Through our compliance with terms of agreements with our customers, advanced manufacturing facilities and technological
innovation, we have been able to consistently renew and win contracts over the years from customers including private banks,
PSBs, fintechs and government organizations. For further information, see “– Strengths – Long-standing relationships with
marquee customers” on page 269.
As of June 30, 2025, we had the capacity to produce 30.17 million cards in the three months ended June 30, 2025. For further
information, see “– Business Operations – Capacity and Capacity Utilization” on page 288. We believe that our experience
and expertise, as well as our existing position as one of the market leaders for payment card solutions, enables us to be well
placed to capitalise on the global growth in demand for payment card and identity solutions.
Long-standing relationships with marquee customers
We catered to a diverse set of over 220 customers in the three months ended June 30, 2025, including prominent private banks
and PSBs and fintech companies. Our payment and identification solutions business requires high security and data protection,
owing to access to highly sensitive cardholder information. As a result, banks are selective about the partners with which they
work and typically seek out manufacturers who have a well-established reputation for trust and quality and are able to meet
their service requirements. (Source: F&S Report) In the three months ended June 30, 2025, we had serviced 166 customers,
comprising 72.49% of our total customer base, for more than five years. The following sets forth information regarding the
vintage of our relationship with our customers in the corresponding periods:
Particulars Revenue from Revenue from Revenue from Revenue from Revenue from Revenue from
Customers with Customers with Customers with Customers with Customers with Customers with
Relationship of Relationship of Relationship of Relationship of Relationship > 5 Relationship > 5
< 3 Years (₹ < 3 Years, as a > 3 years to < 5 > 3 years to < 5 Years (₹ million) Years, as a
million) Percentage of years (₹ million) years, as a Percentage of
Revenue from Percentage of Revenue from
Operations (%) Revenue from Operations (%)
Operations (%)
As of/ For the year 472.04 5.23% 232.75 2.58% 8,316.95 92.19%
ended March 31,
2023
As of/ For the year 2,331.97 18.69% 224.24 1.80% 9,919.01 79.51%
ended March 31,
2024
As of/ For the year 3,294.72 26.23% 626.44 4.99% 8,639.54 68.78%
ended March 31,
2025
As of/For the three 546.52 19.28% 132.10 4.66% 2,156.57 76.06%
months ended June
30, 2025
269In the three months ended June 30, 2025, we served 17 private banks, 12 PSBs, 6 small finance banks and 46 co-operative
banks. As of June 30, 2025, PSBs serviced by us included State Bank of India (over 15 years), Canara Bank (over 14 years),
Bank of India (over 15 years), Jammu and Kashmir Bank (over three years), Central Bank of India (over 14 years), Punjab and
Sind Bank (over three years) and Indian Bank (over 15 years), and private banks serviced by us included HDFC Bank, ICICI
Bank, Axis Bank, Kotak Mahindra Bank, Federal Bank and City Union Bank.
As of June 30, 2025, we had relationships with over 60 fintech companies and payment banks, including Airtel Payments Bank
Limited, and Scapia for service offerings such as co-branded and prepaid cards, which we manufacture. Additionally, we have
entered into agreements for manufacturing and personalizing cards for Revolut, a global fintech and neo-bank that operates in
over 30 countries across the globe.
Even within our key customers, we are able to mitigate risks stemming from customer concentration, as demonstrated by the
revenue generated from our top five and top 10 customers in the corresponding periods, set forth below:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) revenue from million) revenue from million) revenue from million) revenue from
operations operations operations operations
(%) (%) (%) (%)
Revenue from top 1,520.36 53.62% 5,142.01 40.94% 5,368.69 43.03% 4,365.84 48.39%
five customers
Revenue from top 1,962.53 69.22% 7,659.88 60.98% 7,798.42 62.51% 6,309.58 69.94%
10 customers
Note: Names of our top 10 customers have not been included due to lack to receipt of consent and to maintain confidentiality.
Further, our business relies not only on new card issuances, but also supported by renewals and replacements for existing cards,
as all payment cards have an expiry date and banks reissue the cards prior to the expiry date.
The nature of the industry in which we operate, which requires adherence to different standards and certification requirements,
consistent delivery ensuring reliability and long-standing relationships with customers offers a distinct advantage in terms of
future contracts being awarded, and acts as an entry barrier against new entrants. (Source: F&S Report) Our long-term
relationships with marquee clientele which is demonstrated by the average relationship with our top 10 customers of 11.45
years, 11.21 years, 12.87 years and 13.01 years as of June 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023,
respectively, which offers us insights into their buying patterns, allowing us visibility on near term revenues and capex planning.
Through our selection via requests for proposals, we have also been strategically involved with large government projects, such
as national identification, driving license and other identity projects. For instance, we are designated as one of the print service
providers for printing of national identity cards for Indian citizens. In the three preceding Fiscals and the three months ended
June 30, 2025, we have been selected for twelve projects by the central government and states governments in India, with
tenures ranging from one year to 10 years. Requests for proposals issued by central and state governments typically assign
weightage to the extent and scale of prior projects handled in the sector, and our experience in successfully completing such
projects historically provides us a competitive advantage in subsequently winning government mandates and provides us access
to large smart card opportunities. This enables us to be eligible to participate in large overseas contracts of a similar nature,
such as smart IDs including driving license and e-passports.
Expansive product portfolio, powered by innovation, offering comprehensive solutions
We offer a wide suite of products and services. Our payment solutions primarily comprise payment cards, cheque solutions,
NFC/QR codes, payment-enabled smart wearables, and digital automation solutions. Our identification solutions primarily
comprise driving licenses, registration certificates, national identity cards, among others, along with transit management
solutions. Our secure solutions primarily comprise secure logistics, personalization of insurance policies, premium notices,
renewal letters and marketing collaterals, along with security-enhanced packaging such as tamper-evident envelopes, holograms
and coated products. Our smart tagging and IOT solutions primarily entail printing of excise labels with holograms and
encrypted QR codes for various state excise departments, IOT and track and trace solutions with RFID tags, and anti-
counterfeiting solutions.
Within our cards portfolio, we offer: (i) colour core cards, which are manufactured using coloured core materials to obtain
vivid, coloured edges, (ii) 'touch n' feel' cards, which are manufactured using specific ink and varnish to obtain a textured effect;
(iii) holographic cards, which are manufactured using holographic material to obtain holographic effects on the card; (iv) cards
which are manufactured using special varnish to create an embossed effect on the card; (v) clear cards, which create a transparent
effect on the card; (vi) cards with gilded edges; (vii) cards with metallic foil stamping to create a glossy texture; (viii) light-
emitting diode (“LED”) cards that glow while transacting; (ix) image cards that enable customers to share a personalized image
to be printed on the face of the card; (x) PVC cards; (xi) metal cards; and (xii) rPVC cards. We launched India’s first rPVC
Rupay card in 2024, and have certified by a major payment gateway for rPVC-100% cards for magnetic stripe and dual interface
configurations. (Source: F&S Report) We have supplied rPVC cards on networks such as Mastercard and RuPay to multiple
270banks and fintechs, including SBI Cards and Airtel Payments Bank. Our cards solutions also encompass prepaid, gift, and meal
cards, as well as customized image cards that allow customers to personalize their cards with images. To address all aspects of
consumers’ needs across demographics, we offer different card solutions for specific use. For instance, we offer integrated
cards for campus services, enabling students to pay for campus services such as printing, vending products, as well as for public
transport linking university locations, and at designated restaurants. We also offer DI cards, which are contactless smart cards
compliant with norms for National Common Mobility Cards (“NCMCs”), that have been rolled out pursuant to an initiative of
the Ministry of Housing and Urban Affairs, Government of India, to offer a single transit card that can be used across cities and
different modes of public transport on RuPay debit/prepaid network. In Fiscal 2024, we were among the largest manufacturers
of DI cards in India. (Source: F&S Report) Further, as of March 31, 2025, we were one of the few manufacturers of NCMC-
compliant DI cards for transit use in India. (Source: F&S Report)
Apart from offering centralized issuance of cards from personalization bureaus, we also offer instant card issuance solutions to
enable banks to issue personalized payment cards within bank branches immediately upon account opening by end customers.
We have executed multiple projects on instant issuance for PSBs and private banks. As part of our integrated offerings, an end
customer visiting a customer bank's branch can open an account by completing KYC through an 'account opening kiosk' and
receive a card from the 'debit card credit card and transit card printing' kiosk. All such branches with this facility are connected
through our kiosk solution, which is hosted in the relevant bank’s central network. This allows end customers to enjoy the
convenience of printing a personalized fully functional debit card, credit card and transit card instantaneously. We also offer
self-serviced passbook printing kiosks (both manual flip and auto flip), enabling automation of physical bank branches. The
offering includes supply and installation of the kiosks within the bank branch premises, and providing necessary maintenance
to ensure smooth functioning of these kiosks. Our customers have been increasingly looking towards bundled offerings from
multiple locations, where cards, cheques and logistics are in turn offered to their new-to-bank customers as a combined offering,
in order to reduce unit costs and eliminate engagement with different partners. Banks prefer to work with partners offering one
stop solutions across all three services (cards, cheques and logistics). (Source: F&S Report) Our existing experience in cards,
cheques and logistics combined with our multi-location personalization bureaus enable us to be eligible and offer the bundle
offerings to our customers. This benefits us by gatekeeping against competitors who have sole card or cheque offerings.
Our other products include new form factors that facilitate payments on watches, silicon bands, keyrings, key fobs, ceramic
rings, NFC-enabled QR stickers which facilitate contactless payment. We offer chip embedding services to manufacturers of
smart wearables for integrating payment mechanisms into watches, silicon bands, keyrings and ceramic rings, which facilitate
contactless payment through an embedded chip and antenna. Our experience in wearables illustrates our adaptive technology
that caters to evolving payment services requirements, and places us well to leverage the wearables market. Our existing
experience with wearables enables us to leverage the same technology with evolving form factors.
Pursuant to the acquisition of MTL's VDP business, including printing of cheques, personalized statements, government
identification, insurance policy booklets, secure logistics, among others, we have consolidated MTL's VDP operations within
our Company. All of our VDP facilities are certified by Indian Bankers Association (“IBA”). In addition to our standalone
card offerings, we now offer bundled services of cheques, cards, collaterals and secure logistics as a combined offering that
acts as an integrated solution for banks in servicing their end-customers. As and when customer accounts are opened by banks
in the country, we print and deliver cards and cheques from our printing facilities that are located across India to the customers,
for timely delivery.
Beyond banking products, we cater to central and state governments in India and intend to similarly engage with governments
overseas for identity cards. In India, we offer our services to governments for offering products such as national identity cards,
driving licenses, vehicle registration cards, health cards, and land records. Further, to complete the gamut of payment offerings,
we offer services including security stationery, personalized cheque books, continuous cheque printing, statements, and physical
and digital customer communications. We have also designed and developed an ILM platform that will enable banks to monitor
their shipments undertaken by us. This is a focused service for banking and finance customers that manages end-to-end logistics
and distribution of secured products through empanelment of major national and regional couriers along with speed post on the
platform.
Further, pursuant to Revenue Assurance Acquisition, we provide security and traceability solutions. We are engaged in the
production of tax stamps and track-and-trace solutions. These solutions include excise labels with holograms and encrypted QR
codes, which are used by various state excise departments in India. We also offer end-to-end track-and-trace solutions that
provide real-time visibility. Our expertise extends to the production of secure holograms, coated products like voter verifiable
paper audit trail (“VVPAT”) rolls and event tickets, and other security-printed products. With a strong commitment to
innovation and security, we continuously enhance our solutions to meet the evolving needs of our customers.
We believe our ability to provide multi-faceted products and services for our customers, along with our customised in-house
technologies, assist us in providing comprehensive and unique solutions to our customers. For instance, while we had been
actively producing cards for banks and financial institutions since our inception, we also developed solutions like bundled
offerings, personalisation of cards, and instant issuance of cards, enabling us to offer multiple solutions to a single customer.
Further, for driving license and registration certificates projects, we started with only printing these documents but over the
years, we built capabilities to manage on-ground operations for RTOs in issuance and integration of our technology with central
271portals to ensure seamless connectivity and personalisation. As of June 30, 2025, we have deployed more than 254 personnel
to manage around 87 RTOs across three states in India. Similarly, for transit management solutions, our offerings integrate a
suite of eight different devices and software for our customers. For tax stamps solutions, while we print the excise labels for
our customers, we also provide technology solutions for mobile authentication of these labels. As such, we believe this approach
helps us in building traction with our customers, enabling us to upsell our incremental offerings to our existing customers.
Technology-driven facilities and operations, with a focus on security compliance
We continue to invest in strengthening the technology, infrastructure and IT and cybersecurity systems at our facilities to
comply with security standards and controls laid by payment networks and our customers. Our certifications collectively allow
us to offer payment cards across the ecosystem of payment networks. These certifications range from an average of nine years
to 16 years, and require periodic inspection of our facilities. Our certifications have been renewed without interruptions, and no
security breaches have been identified, reported and escalated in the past three Fiscals and three months ended June 30, 2025.
Certifications of this nature are often contractually required by our customers to authenticate our infrastructure, and in case of
payment networks such as RuPay, Mastercard, among others, serve as eligibility conditions to manufacture and personalize
their cards. We have also received certification confirming our compliance with RuPay card quality and security standards for
activities such as magnetic stripe encoding, card embossing, chip data preparation, chip personalization, card manufacturing
and card mailing. Our ability to acquire and maintain these certifications reflect our adherence to quality management and
control standards necessary to manufacture payment cards, and places us among a league of manufacturers equipped to offer
payment cards. Further, as of March 31, 2025, we were one of the select few companies to have issued metal cards in India,
and are one of the leading metal card manufacturers in India holding a patent for metal cards manufacturing. (Source: F&S
Report) In addition, the scale of our operations allows us to negotiate competitive rates from our vendors and secure chips from
diversified sources. This in turn provides us a competitive advantage by limiting our reliance on specific vendors, even in times
of shortage.
The nature of our operations, particularly owing to the sensitivity of the data involved, requires elevated IT and cyber security
measures at our facilities. Accordingly, we have strict access controls, CCTV monitoring, vibration detectors, laser beam
protected fences and 24/7 supervised security control rooms, to satisfy certification conditions. We have network and data
security protection measures, with annual and quarterly vulnerability assessment and internal network penetration testing
(“VAPT”) certifications, periodic application source code review, adequate hardware security modules (“HSMs”), in addition
to preliminary controls such as end point security, firewalls and annual license renewals for network devices. The process of
personalization involves handling of customer information and embedding data into the payment card. Our customers such as
banks and fintechs transfer personal data from their respective servers into our internal file server through a secure file transfer
protocol application. The data operator then accesses the encrypted files and decrypts them using the customer provided
decryption tools. This data is then processed and loaded to generate valid output files which consist of magstripe data and chip
input data. We place significant emphasis on managing data security at all levels, at transfer, process and rest, with encryption
security using HSMs. Our facilities also follow stringent control processes for handling and auto-deletion and purge of personal
data after dispatch, which prevents data leaks and security breaches. We are also subject to the third-party vendor audits carried
by our customers to ensure our compliance with the applicable security controls. We have implemented mechanisms to prevent
cyber-attacks.
Technology is critical to our operations, which includes printing, laminating, punching, milling and embedding electronic chips
in cards and personalizing them for individual customers with personal details. Our facilities are equipped with advanced
technology that enables us to offer product diversification and customization. Our capabilities across manufacturing, technology
and logistics enable us to deliver secure products with quick turnaround times. We have developed payment applications, which
allow us to be certified by various payment networks, and were among the first few payment card manufacturers to adopt this
capability. (Source: F&S Report). We have developed RuPay products and have been certified by the RuPay Compliance
Program for RuPay DI applet. We are among the select few domestic manufacturers with letter of award for RuPay products.
(Source: F&S Report) pursuant to the receipt of approval for RuPay DI applet.
In order to take on certain projects for the Government of India, we need to satisfy strict eligibility criteria prior to submitting
our bids. These criteria have historically included, among others, ISO 27001:2022, ISO 14001:2015 and ISO 9001:2015
certification, installed capacity for printing, enveloping and handling at least 0.05 million PVC cards per day, average annual
turnover and net worth specifications, with specific annual turnover thresholds from PVC card printing within India, track
record of successful completion of PVC card projects in the preceding years and capabilities for printing cards in multiple
regional languages. Our ability to satisfy these criteria has enabled us to execute government initiatives such as the Indian
digital identity project.
We are among the select partners to get engaged for projects like polycarbonate-based ID cards, in compliance with guidelines
of the MORTH. (Source: F&S Report) We have been associated with transport authorities in Maharashtra and Chhattisgarh for
issuing registration certificates and driving licenses in these regions.
We have designed and developed an ILM platform, MPi TracLogix, with a user-friendly interface that will enable banks to
monitor their shipments handled by us. This is a focused service for banking and finance customers that manages end-to-end
logistics and distribution of secured products through automatic allocation of delivery partner. Real-time updates on shipments
272are configured from all logistics partners through their respective API integration, and shared with end customers. For further
information, see “– Business Operations – Information Technology” on page 283.
Experienced management team with committed employee base, backed by the Manipal Group
We are part of The Manipal Group, which offers solutions across industry verticals such as banking, financial services and
insurance, media publishing, consumer goods and retail, along with providing solutions to Government entities. As part of The
Manipal Group, we benefit from its legacy and reputation. We are led by a qualified senior management team with considerable
industry experience. Our Board of Directors provides vision and guidance in our growth strategies and oversees our operations
through strategic committees. They are ably supported by our Key Managerial Personnel and Senior Management Personnel,
who have significant expertise in areas of finance, IT, engineering, manufacturing and sales, which positions us well to
capitalize on future growth opportunities. Our Chief Executive Officer, Kukkundoor Girish Kini, is a graduate of the Manipal
Institute of Technology, Manipal and has been part of The Manipal Group since 1997. Our Chief Financial Officer, Ramanath
Pai, has been associated with The Manipal Group since 2012, our Chief Operating Officer, Jnaneshwara Prabhu, has been
associated with The Manipal Group since 1997 and our Chief Growth Officer, Rajat Shuvra Sen, has been associated with The
Manipal Group since 2012. Srinivas A G. our Chief People Officer has been associated with The Manipal Group since 2012,
and Mayank Bhotika, Head, Strategy Finance and Treasury has been associated with The Manipal Group since 2023. Our
Company Secretary and Compliance Officer, Dattatri Manjunatha Hardur, has also been associated with The Manipal Group
since 2024.
Our management is backed by skilled workers who benefit from regular inhouse and onsite training initiatives. As of June 30,
2025, we had over 1,800 employees, many of whom are trained and specialized employees with experience in IT infrastructure,
card production and technical aspects of our operations. Further, The Manipal Group, has an R&D team as well as IT
infrastructure and development teams that we are able to capitalize on to innovate and grow our product portfolio. We have
built and organized our manpower to ensure that complex activities have constant supervision and multiple layers of control.
BUSINESS STRATEGIES
Below are the strategies in relation to our businesses, which have been approved by way of a resolution passed by our Board of
Directors at their meeting held on November 1, 2025.
Increase our payment cards market share globally
We intend to capitalize on the growth in the credit card market, instant issuance systems and services market to grow our market
share in international jurisdictions. In the last three Fiscals and three months ended June 30, 2025, we have exported our
products such as credit cards, debit cards and metals cards to countries including UK, Singapore, Bahrain, Hong Kong, Oman,
Maldives, Mauritius, South Africa, Bangladesh, Brazil, Bolivia, Nigeria, Nepal, Sri Lanka, and United Arab Emirates, as well
as certain countries in Europe. Set forth below are details of revenues earned from outside India for the periods indicated.
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount Percentage of Amount Percentage of Amount Percentage of Amount Percentage of
(₹ Revenue from (₹ Revenue from (₹ Revenue from (₹ Revenue from
million) Operations million) Operations million) Operations million) Operations
(%) (%) (%) (%)
Revenues from 109.52 3.86% 544.29 4.33% 176.20 1.41% 95.15 1.05%
sale of products
outside India
We have on-ground sales consultants in Sri Lanka, Nepal, UK, USA, Indonesia and UAE, among others, which provide us a
wide geographic reach across international jurisdictions. Our existing relationships with companies such as Revolut for whom
we act as suppliers of cards, positions us well to build additional relationships with banks and companies in Europe, including
in the UK, to increase the volume of our payment card offerings in these regions. We have set up our subsidiaries outside India,
including in jurisdictions such as USA, UK and Nigeria. We will continue to explore opportunities for setting up or acquiring
personalization bureaus in other jurisdictions to create regional touchpoints which will allow us to distribute our products.
While we have adopted a hub and spoke model in India (by establishing a large manufacturing facilities and multiple
personalization bureaus), in other jurisdictions, we either sell base cards with tie-ups involving local bureaus for personalization,
or sell the base cards to banks, who in turn undertake personalization. In Nepal and Sri Lanka in particular, we supply base
cards, machines and software, and train local partners to undertake personalization. In each of these two countries, we have also
entered into arrangements with a local partner to assist in promoting, marketing and securing orders for our products, in order
to leverage their local expertise and reach to the foreign customers. We deploy our partner’s personnel at banks' premises to
undertake personalization using base cards, machines and software supplied by us. We may consider similar arrangements in
order jurisdictions to grow our global footprint. We also intend to leverage our existing domestic experience in manufacturing
metal cards domestically to compete in terms of export of metal cards globally.
Focus on growing our metal cards portfolio
273Metal cards are premium products offered to affluent and aspirational customers by banks and fintechs, and there are also a few
start-ups solely offering metal cards to their customers. (Source: F&S Report) Initially perceived as a status symbol, these cards
have transcended their elite roots to become a broader symbol of financial sophistication and security. (Source: F&S Report)
Metal cards serve as an effective tool for companies to strengthen their relationship with high-value customers and to make
their brand stand out. (Source: F&S Report) The global metal cards market is expected to grow from 23 million units in 2020
and 49 million units in 2024 to 113 million units in 2030 at a CAGR of 15% (2025-2030). (Source: F&S Report) As consumer
demand for premium payment cards rises, financial institutions are increasingly adopting metal cards to differentiate their
offerings and cater to customer preferences for durable and distinctive products. (Source: F&S Report) The market expansion
is also likely to be driven by the broadening appeal of metal cards among various consumer segments, including tech-savvy
millennials and Gen Z who value the blend of functionality and luxury. (Source: F&S Report) Furthermore, advancements in
technology that enhance the security and convenience of metal cards, such as biometric verification, are expected to contribute
to the market's growth. (Source: F&S Report).
We are one of the leading metal card manufacturers in India holding a patent for metal cards manufacturing. (Source: F&S
Report) We are also certified by Mastercard and other payment networks for manufacturing metal cards. We manufacture metal
cards variants for various debit and credit card issuers in India. As of June 30, 2025, we had the capacity to manufacture 0.14
million metal cards per quarter, which we intend to increase as the market for these cards sees increasing demand. Based on
our innovative metal cards, we have started supplying metal cards to customers in international jurisdictions. For instance, we
are one of the select few companies to have manufactured metal cards for local payment networks in the UAE. (Source: F&S
Report) We intend to expand the number of countries where we supply our products.
The distribution of metal cards in India is projected to expand significantly, rising from 0.1 million units in 2020 to 11.8 million
units by 2030, with an impressive CAGR of 51.8% between Fiscals 2025 and 2030. (Source: F&S Report) The Indian metal
cards market is expected to grow to 23,411 million in Fiscal 2030, growing at a CAGR of 50.3% between Fiscal 2025 to Fiscal
2030. As the metal cards market globally is expected to grow at a CAGR of 15% from 2025 until 2030, it represents a golden
opportunity for manufacturers, as the production of metal cards, while more complex and costly than traditional plastic cards,
commands higher prices and larger profit margins. (Source: F&S Report)
We are already engaged in manufacturing metal cards for various banks and fintech companies which places us well to grow
this offering. As a domestic manufacturer of these cards, we have a competitive advantage over global producers in terms of
turnaround time and logistics costs and higher preference for supply of cards to PSBs due to 'Make in India' initiatives. We
intend to focus on enhancing our metal cards competencies by adding more variants of metal cards to the market, thereby
reducing import dependence. We will progressively be able to capture the market for metal cards once more banks and fintech
companies commence offering them.
Consolidate our market leadership in India
Our Company had an estimated market share of approximately 36.2% in the credit card issuance market and 31.2% in the debit
card issuance market in India for Fiscal 2025, having billed 14.14 million credit cards and 72.01 million debit cards during the
financial year. (Source: F&S Report) We intend to focus on our card offerings within the Indian market to consolidate our
existing leadership position further. In addition, we intend to build on our competencies in bundled offerings, being cards,
cheques and logistics. We believe banks are moving towards bundled offerings over standalone card or cheque offerings as
bundles allow them to engage fewer vendors, leading to time and cost efficiencies. We will focus on offering bundles with
cards, cheques and logistics combined, which streamlines our customers' offering for their end-users and saves logistics costs.
We will heighten our efforts in marketing these bundle solutions to our existing customers and attempt to acquire additional
customers by communicating this attractive value proposition. As part of our strategy towards consolidating our market
position, we intend to improve our turnaround time further by establishing additional personalization bureaus across India. This
will enable personalization to be done in different parts of the country, with less time and resources spent on logistics and
improvement in timely delivery of shipments to end customers.
Further, we intend to diversify our card offerings through continued value additions such as LED cards and metal cards.
Similarly, we are focusing on building capacity for biometric cards, which combine chip technology with fingerprints to safely
verify cardholder identity for in-store purchases, as well as wood cards. We propose to leverage our existing familiarity with
embedding chips into wearables such as watches, keyrings and silicon bands in order to expand on other form factors, on which
we are able to apply this technology and strengthen our position in the wearables market.
We have developed an in-house product that meets the RuPay chip-embedded DI card application standards and have received
approval for it. This allows us to insource the application (applet + operating system) for the domestic payment schemes in
India. As we expand, we plan to develop similar products for payment schemes in other countries.
Diversify our offerings through identity solutions projects in India and globally
We intend to strategically service the requirements of central and state government across India by pursuing select identity card
opportunities. PVC identity cards have lower shelf lives and need to be replaced at more frequent intervals. (Source: F&S
Report) To resolve this, MORTH has introduced guidelines to all state governments to increasingly adapt polycarbonate-based
274identity cards, which have a higher shelf life. Pursuant to these guidelines, we are executing projects for transport authorities in
Maharashtra and Chhattisgarh. We undertake laser engraving of cards, which burns the data into the card instead of printing,
and retains the legible texts on cards. These capabilities create significant opportunity for us to participate in similar projects
for other states. In the three months ended June 30, 2025 and Fiscals 2025, 2024, 2023, 7.31%, 18.26%, 25.32% and 21.11%,
respectively, of our revenue from operations were derived from central and state government projects. The total smart cards
being issued for government ID inclusive of aadhaar card, driving licenses and e-passport was 8.4 million units in 2020, and
reached a total of 26.7 units being issued in 2025. The same is expected to reach 45.7 million units by 2030. (Source: F&S
Report) We intend to augment our existing services for the government in recognition of our previous successful projects,
secure and timely recoveries, and the competitive advantage we receive owing to our familiarity with requirements and
procedures.
In addition, based on the capabilities developed by serving ID card projects in India, we are well placed to participate in identity
projects in overseas markets, such as national ID cards, social security cards, driving licenses, registration certificates and e-
passports, among others. These identity solutions are likely to see increased demand as well. For instance, the e-passport market
is anticipated to grow significantly both globally and in India, driven by enhanced security needs, technological advancements,
and proactive government initiatives. (Source: F&S Report) The surge in international travel, coupled with governmental
initiatives for robust identity verification, propels the e-passport market into a pivotal role. (Source: F&S Report) As global
connectivity increases and security concerns escalate, the demand for e-passports is projected to rise continuously. (Source:
F&S Report) We intend to progressively offer identity solutions to other governments and organizations globally as well,
through our expanding international presence.
Expanding our tax stamps solutions across Indian and international jurisdictions
The Indian tax stamp market is largely driven by the liquor industry, with other sectors still nascent in its adoption, like tobacco
products, pharmaceuticals, and agricultural seeds. Beyond liquor and forthcoming tobacco codes, there is sparse application of
stamps in India in other industries. For instance, for the fuel industry, chemical markers are used, lottery tickets embed security
print, and narcotic medicines employ special barcodes. The GST Council’s new unique-code rules for pan masala broaden the
footprint, proving digital stamps can target any high-evasion category. Tax-stamp principles are evolving into a universal Indian
framework for revenue protection and product authenticity. India’s tax stamp journey is now converging with global trends,
moving from purely physical to digital-integrated stamps, extending coverage to tobacco, and employing advanced security
akin to other leading programs. (Source: F&S Report) With our current capabilities to print excise labels of paper and polyester
medium, we aim to expand to various state excise departments in India, along with international jurisdictions.
Increase capacity to cater to increasing demand
The total payment cards in circulation were 18.6 billion in Fiscal 2023 and are expected to reach 21.6 billion by 2029, growing
at a CAGR of approximately 2.5% from Fiscal 2023 to Fiscal 2029. (Source: F&S Report) In Fiscal 2023, debit cards in
circulation were 15.2 billion units, which are expected to increase to 17.7 billion in Fiscal 2029, with a CAGR of 2.6% from
Fiscal 2023 to Fiscal 2029. (Source: F&S Report) The global credit cards market had 3.3 billion units in circulation in Fiscal
2023, and it is expected to reach 3.7 billion units in Fiscal 2029, growing at a CAGR of 1.8% from Fiscal 2023 to Fiscal 2029.
(Source: F&S Report) The global prepaid cards market had 0.14 billion units in circulation in Fiscal 2023, and it is expected to
reach 0.16 billion units in 2029, at a CAGR of 2.7% from Fiscal 2023 to Fiscal 2029. (Source: F&S Report) In 2020, the total
market for payment cards in India, which includes credit cards, debit cards, and prepaid payment instruments, was valued at ₹
9,071 million. By 2025, this market had expanded to ₹ 26,096 million, and it is projected to reach ₹ 61,684 million by 2030,
growing at a CAGR of 18.8% during the Fiscals 2025 to 2030 period. (Source: F&S Report) The market size represents the
opportunity for card manufacturers who take end to end responsibility of cards disbursal to the consumer from the moment a
consumer is signed up to get a card. (Source: F&S Report)
In order to be able to meet increased production requirements, we have set up personalization bureaus in Noida, Uttar Pradesh,
Navi Mumbai, Maharashtra, Manipal, Karnataka and Chennai, Tamil Nadu. Through these personalization bureaus, we aim to
access end-users more proximately, thereby minimizing logistics costs and reducing lead time in delivering our offerings. We
have also set up two base card manufacturing facilities in Manipal, Karnataka.
Continue to innovate, advance our technology and expand our offerings
Our production capabilities and product portfolio depend on our technological abilities and innovation. We intend to strengthen
our relationships with our existing customers and explore opportunities to grow by expanding the array of our existing products
and solutions that we supply to our customers across geographies, and to win new customers by developing products and
solutions aligned with their needs. As part of our growth strategy, we seek to develop new card varieties and technology,
streamline our cheques and logistics offerings to suit customer requirements further, and grow our wearables business. In
particular, we intend to focus on acquiring additional applet certifications to strengthen our technology stack further, and pursue
emerging opportunities in our existing product categories, in order to cater to wider end-applications. We intend to cater to new
forms of payment technology as they evolve, and to this end will continue to advance our technology infrastructure, security
systems and manufacturing capabilities.
275Pursue Inorganic Growth Opportunities
We acquired the VDP business of MTL, including printing of cheques, personalized statements, government identification,
insurance policy booklets, secure logistics, among others, pursuant to business transfer agreement dated April 30, 2024, with
effect from March 31, 2024. Further, we acquired the smart tagging and internet of things solutions, along with holograms,
coated products, and other security printed products business of MTL pursuant to a slump sale agreement dated April 1, 2025.
We may continue to actively pursue inorganic growth opportunities to expand our market presence and enhance our products
and service offerings. We may consider opportunities for inorganic growth, such as through mergers and acquisitions, if, among
other things, they:
• consolidate our market position in existing business verticals;
• achieve operating leverage in key markets by unlocking potential efficiency and synergy benefits;
• strengthen and expand our portfolio of products and services; and
• offer further expansion potential, entry into new geographies and investment returns
As of the date of this Updated Draft Red Herring Prospectus – I, we have not identified any specific acquisition targets or
entered into any binding agreements in relation to any potential acquisition. In future, we intend to leverage the experience of
our past acquisitions to execute our strategic objectives.
BUSINESS OPERATIONS
Products and Services
Our product offerings span several key verticals designed to meet the diverse needs of our customers. Our payment solutions
primarily comprise payment cards, cheque solutions, NFC/QR codes, payment-enabled wearables, and digital automation
solutions. Our identification solutions primarily comprise driving licenses, registration certificates, national identity cards,
among others, along with transit management solutions. Our secure solutions primarily comprise secure logistics,
personalization of insurance policies, premium notices, renewal letters and marketing collaterals, along with security-enhanced
packaging such as tamper-evident envelopes, holograms and coated products. Our smart tagging and IOT solutions primarily
entail printing of excise labels with holograms and encrypted QR codes for various state excise departments, IOT and track and
trace solutions with RFID tags, and anti-counterfeiting solutions. These solutions help protect revenues and prevent
counterfeiting, ensuring the integrity and authenticity of critical products and documents. Through these comprehensive
offerings, we aim to provide secure, efficient, and innovative solutions to our customers, supporting their needs in both domestic
and international markets.
As part of our integrated offerings, an end customer visiting a customer bank's branch can open an account by completing KYC
through an 'account opening kiosk' and receive a card from the 'debit card credit card and transit card printing' kiosk. We also
offer self-serviced passbook printing kiosks (both manual flip and auto flip), enabling automation of physical bank branches.
The table below sets forth the breakdown of our revenue from operations based on the type of products/services for the periods
indicated.
Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of Revenue (₹ of Revenue (₹ million) of Revenue (₹ of Revenue
million) from million) from from million) from
Operations Operations Operations Operations
(%) (%) (%) (%)
Sale of Products
Cards- Manufactured and 1,652.93 58.30% 7,334.84 58.40% 7,437.00 59.61% 5,298.16 58.73%
traded
Cheque books, collaterals and 277.85 9.80% 1,107.54 8.82% 1,096.26 8.79% 769.88 8.53%
identity cards
Tax stamps, Holograms, 411.44 14.51% 1,585.12 12.62% 2,160.62 17.32% 1,594.33 17.67%
Thermal and RFID products
Others 80.07 2.82% 642.37 5.11% 268.76 2.15% 437.26 4.85%
Sale of Services
Personalization of Cards 119.83 4.23% 548.65 4.37% 856.75 6.87% 546.33 6.06%
Others 293.07 10.34% 1,342.19 10.69% 655.83 5.26% 375.78 4.17%
Total 2,835.19 100.00% 12,560.71 100.00% 12,475.22 100.00% 9,021.74 100.00%
276Further, set forth below are details of revenues based on sales within India and outside, and the nature of government or non-
government customers:
Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025
Amount Percentage Amount Percentage Amount Percentage Amount Percentage
(₹ of Revenue (₹ of Revenue (₹ million) of Revenue (₹ of Revenue
million) from million) from from million) from
Operations Operations Operations Operations
(%) (%) (%) (%)
Domestic Revenue
Government 207.35 7.31% 2,293.61 18.26% 3,158.92 25.32% 1,904.87 21.11%
Non-Government 2,518.32 88.82% 9,722.81 77.41% 9,140.10 73.27% 7,021.72 77.83%
Export Revenue
Government - - - - - - - -
Non-Government 109.52 3.86% 544.29 4.33% 176.20 1.41% 95.15 1.05%
Total 2,835.19 100.00% 12,560.71 100.00% 12,475.22 100.00% 9,021.74 100.00%
Payment Solutions
Payment Cards
We offer banking and transit cards based on magstripe, chip-embedded and DI technology. These cards are made from PVC,
rPVC, metal, among others. We offer debit, credit and prepaid products such as fleet cards, gift cards, loyalty cards, and meal
cards. We manufacture payment cards for private and PSU banks, NBFCs, as well as a growing number of fintech companies.
In the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, we billed 17.37 million, 86.15 million, 92.00 million
and 82.08 million chip-based payment cards, respectively, for our customers, of which 1.27 million, 6.93 million, 2.25 million,
0.90 million cards, respectively, were exported. We provide card data personalization solutions for debit, credit card formats.
Our personalization services are technology-driven, and our techniques in personalization includes embossing, indenting, drop-
on-demand, durable graphics, thermal retransfer and laser engraving. We provide a wide range of card personalization options,
using advanced secure processes to personalize (encode, program and emboss with data such as cardholder name and card
number) and deliver cards to individual cardholders. In addition, we provide profile development services for our customers
and in certain cases generate PIN numbers and mailers on their behalf. We also provide card design services to further assist
customers in new card launches. We offer a variety of customized options, including the following:
• Metal cards provides a smart way of making contactless payments. Each card is crafted with stainless steel/titanium
and is complemented with PVC on the back for printing quality. Our contactless metal cards with weights ranging
from 10 grams to 22 grams, offer a premium feel. We offer various customization services such as logo branding,
engraving, metallic edges, and 3D patterns.
• Colour core cards are distinctively coloured payment cards manufactured using coloured core material to obtain
coloured edges. These are used as financial cards, gift cards and are durable, and their colouring augments brand
visibility.
• Recycled PVC cards are an eco-friendly alternative that reduces waste by using recycled PVC. We manufacture our
cards using recycled plastic, contributing to a cleaner environment.
• LED cards offer customizable LED displays to showcase the company logo and dynamic content to create memorable
interactions.
• Clear (transparent) cards are manufactured using transparent material with a combination of graphics to obtain
the desired clear effects. We have the ability to manufacture these cards with partial or fully transparent effects.
• Holographic and metallic effect cards are manufactured using special additional holographic material to obtain
rainbow or silver effect on the cards. They offer a glossy finish and are available in a variety of textures.
• Crystal cards are cards manufactured using pearly chromatist material that is iridescent in character to obtain semi
three-dimensional effects. The cards appear to have different surface effects, and can be personalized as per
requirements.
• Metallic hot foil stamping cards are cards where hot stamping is particularly used for logos, text and for brand
names, and creates a metallic gold or silver foil effect. These cards offer a bright or glossy surface.
• Touch ‘n’ Feel cards are manufactured using special ink or varnish to obtain a textured effect on the card's surface.
The customer has the option to cover either a spot on the card or the entire card surface.
277• Edge gilded cards have distinctive edges which are gilded to improve the appearance of these PVC cards. A single
card can have the same colour throughout the edges of the card or different colours on different edges, depending
upon customer specification.
• Quick read and vertical cards offer vertical representation of the card details and personalization.
• Fragrance cards are manufactured using scented inks or varnish on a laminated sheet, which emits a flavoured
fragrance when rubbed.
• Image cards offering includes customized image cards solutions, including necessary software, to banks through
which the end customers can share an image to be printed on the face of the card.
• Braille cards include embossed Braille lettering, which empowers visually impaired individuals clear and tactile
dentification of essential details such as the cardholder's name, number, expiry date, and security code.
• Campus Combo Cards
We offer combo cards, which are integrated cards for campus services in association with fintech companies. These
enable students to pay for campus services such as printing, vending products, as well as for public transport linking
university locations, and at designated restaurants. We offer these cards through a fee based model, which enables us
to have an assured source of income.
As part of the NCMC rollout, we issue RuPay-standard transit cards that work across metros, buses, and toll systems. Our cards
comply with government standards, including smart card operating system, and are available in both prepaid and debit variants
for commuters.
We operate in-house personalization bureaus where we manage card personalization in secure, compliant environments. Our
services include data engraving and printing, magnetic and chip encoding, embossing or indenting, and lamination, all aligned
with International Organization for Standardization (“ISO”), IBA and PCIDSS standards. We handle the entire card lifecycle
from design and manufacturing to personalization and delivery. Our bureaus use advanced equipment like high-speed inkjet
printers, laser engravers, and batch encoders to process variable data efficiently, while maintaining secure storage and detailed
audit trails. By managing both production and personalization, we help our customers roll out new card programs efficiently.
Our Mastercard-certified bureaus support turnkey deployments, including on-demand issuance, by integrating our
manufacturing and personalization workflows. These services are enabled through our in-house developed software MPi
PersonaPrint. For details, see “– Business Operations – Technology Platforms” on page 283.
Smart Wearables
We have recently commenced offering a diverse range of wearable payment devices that offer users convenience and security.
We personalize these wearables in a secured environment, and embed mini tags and chips on various wearable form factors,
such as smart watches and analog watches, mobile stickers, silicon bands, flexi- bands, fit bands, keychains and ceramic rings,
to facilitate contactless payment. We embed chips into wearables at two of our card facilities.
278Cheques Solutions
Our cheque solutions, a part of the business was acquired from MTL pursuant to a business transfer agreement dated April 30,
2024, with effect from March 31, 2024. For further information, see “History and Certain Corporate Matters – Details
regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets,
etc. in the last 10 years – The business transfer agreement dated April 30, 2024, entered between, one of our Promoters,
Manipal Technologies Limited (“MTL” or the “Seller”) and our Company (the “VDP Division BTA”).” on page 311. As
part of our VDP business, we offer services including security forms, security stationery, personalized and non-personalised
cheque books, welcome-kits, envelopes continuous cheque printing, statements, reports printing, customer communications,
policy booklets for insurance and passbooks. The cheque books are printed, bound and dispatched as per customised requests
received from banks. Our in-house printing facility converts large volumes of encrypted data shared by our banking customers
into printed cheques. We customize cheques to reflect the brand, along with personalizing fonts and styles. Our cheques undergo
rigorous security checks within a secure environment to ensure swift and secure processing through the clearing system. All
our printing facilities are certified by IBA.
NFC and QR Code Stickers
We produce customized contactless tag solutions. Our offerings include NFC-enabled adhesive stickers and labels embedded
with secure RFID chips, as well as printed QR-code stickers for payment and identification use cases. Built on our secure
production platforms, these tags allow banks and merchants to distribute branded NFC devices that connect to mobile wallets
or loyalty programs. We manufacture these QR stickers and personalize them for applications like promotional campaigns.
Each sticker includes chip encoding and QR verification layers to ensure a smooth tap-and-pay or scan experience for users.
We have constructed 'FASTag', where radio frequency identification technology is deployed for making toll payments directly
from the account linked to the tag. We are one of the empaneled suppliers of FASTags.
Digital Automation Solutions
We support banks with on-demand card issuance solutions through both branch-based and kiosk-based systems. Our offering
includes self-service and teller-assisted instant issuance setups that personalize cards right at the point of service. For example,
under the Government’s Digital Banking Unit initiative, we deployed instant personalized debit card issuance kiosks that allow
new customers to open an account and receive a personalized card. These systems integrate our software and printers featuring
dye-sublimation printing and chip encoding with secure connections to the bank’s core systems. This creates a fully automated,
paperless workflow where customer data flows directly into our issuance engine, producing a ready-to-use chip-embedded card
on the spot. Each unit includes enterprise-grade components like printers, encoders, cutters, and dispensers, all aligned with
banking IT security standards. These instant issuance solutions are especially useful in rural and branchless banking
environments, where we have helped expand access through financial inclusion kiosks. Our technical support and integration
services ensure that every deployment is PCIDSS-compliant and delivers a secure, end-to-end issuance process. Our product
lineup includes passbook printing kiosks, account opening kiosks, and card printing kiosks. We also provide integrated solutions
like the account opening with card issuance kiosk, which combines multiple functions in a single unit, and cheque deposit
kiosks equipped with fraud detection capabilities. For broader functionality, our multi-function kiosks bring together services
such as passbook printing, cheque deposit, among others. As of June 30, 2025, we have deployed over 5,000 kiosks across
public and private banks, rural and semi-urban areas, and government service points. These services are enabled through our
in-house developed software solutions MPi IssuNow and MPi WatchGrid. The Company has recently executed a significant
international deployment where MPi has designed, developed, and supplied a self-service digital kiosk that enables instant
279dispensing of prepaid foreign exchange cards to European Union citizens. Each dispensed kit includes a customer branded card
enclosed in an activation instruction envelope, facilitating customer onboarding.
The kiosk incorporates MPi’s in-house built Envelop KIT Issuance Engine and is integrated with MPi’s proprietary
WATCHGRID, which tracks system health, peripheral status, consumable levels, and replenishment requirements in real time.
The platform also records any technical errors or non-functional states, ensuring service uptime and operational efficiency.
As of the date of this Updated Draft Red Herring Prospectus – I, 17 kiosks are operational in Spain, with an additional 26 kiosks
being prepared for deployment at designated locations. For details, see “– Business Operations – Technology Platforms” on
page 283.
Identification Solutions
National ID Cards
As of June 30, 2025, we offer solutions such as e-passports, citizen cards and voter identification cards. We primarily offer
these identity solutions as part of government projects. We have also provided services for national population registry cards.
Through our selection via requests for proposals, we have also been strategically involved with large government projects, such
as national identity cards, e-passports, driving license and other identification projects. In the three months ended June 30, 2025
and Fiscal 2025, 2024 and 2023, we billed we billed 31.25 million, 127.12 million, 137.99 million and 86.25 million identity
solutions documents, respectively, of which 31.19 million, 124.28 million, 133.83 million and 81.61 million identity solutions
documents, respectively, were pursuant to government identity projects. We also worked with various state governments for
printing of Pattadar passbooks for land records, Bhamashah cards, and health cards across states in India.
We are designated as the print service providers for printing of national identity cards for Indian citizens, producing over
250,000 cards per day across designated government zones. As of June 30, 2025, we had billed an aggregate of over 1,000
million national identity cards.
Driving License and Registration Certificates
We provide customized solutions for driving licenses and registration certificates to various transport departments across India,
adhering to MoRTH guidelines. Our services include printing polycarbonate cards using laser engraving technology and
offering IT services such as integration with the central portal, supply and implementation of IT software and hardware, over-
the-counter and customer care services at RTOs, RTO management, and manpower deployment for driving license and
registration certificate services. We operate centralized printing facilities at five locations, managing more than 87 RTOs across
three states, with an annual printing capacity of over 4.00 million. PC-based driving licenses and registration certificates as of
June 30, 2025. We have deployed over 254 personnel across RTOs for these services as of June 30, 2025. Base cards are printed
at our manufacturing facility in Manipal, Karnataka, and transported to the respective RTOs’ centralized printing facilities for
personalization. These base cards are also printed at the CCPCs itself. Personalized cards are then inserted into envelopes,
280sequenced by pin code, and handed over to logistics partners for delivery. This service is supported by our inhouse software
solution, MPi DriveSuite. For details, see “– Business Operations – Technology Platforms” on page 283.
Intelligent Transit Management Solutions
We also support intelligent transit management systems by supplying contactless tokens and reloadable cards. Our experience
in secure card personalization, aligned with ISO and PCIDSS standards, extends to fare media, helping ensure durability and
fraud resistance. By combining our card production capabilities with smart ticketing expertise, we enable transit authorities
such as BMTC to implement end-to-end mobility solutions, from issuance to data reconciliation, across their networks. We
provide standard based vehicle tracking and video surveillance systems for passenger transport vehicles as per the guidelines
issued by MoRTH to state bus transport authorities. These solutions typically blend both hardware and software solutions. In
hardware, we procure, customize and provide various devices like automatic tracking device, CCTV cameras, mobile network
video recorder, panic button, LED display boards with the buses and bus stations. We also provide software solutions to track
and monitor these buses, their health and safety of passengers through a central monitoring system under our technology brand
MPi CommuteCore. For details, see “– Business Operations – Technology Platforms” on page 283.
Secure Solutions
Secure Logistics
We manage end-to-end logistics and fulfilment across all our product lines. By partnering with specialized courier and mailing
services, we ensure secure, trackable delivery of cards and documents worldwide. For our banking customers, we offer a closed-
loop distribution network. Personalized cards, for instance, are often shipped directly to bank branches or end-customers using
tamper-evident envelopes and barcode tracking. Our logistics operations cover the entire value chain, including inventory
management of blank cards to coordinating embossing runs and fulfilling multi-country orders. With the ability to deliver to
over 15 countries as of June 30, 2025, and strong relationships with logistics partners, we handle complex cross-border
shipments efficiently. Every step of the process follows secure-chain protocols, including locked storage, vetted transporters,
and delivery confirmation, all aligned with the same ISO and PCIDSS security standards that govern our manufacturing. As of
June 30, 2025, we have served over 19,000 PIN codes.
We also provide envelopes and custom- packages that feature secure seals, serial numbering, or holographic elements. We
integrate these packaging solutions directly with our card fulfilment processes, ensuring a secure delivery experience. We have
designed and developed an ILM solution (“MPi TracLogix”) with an easy to user navigate interface that will enable banks to
monitor their shipments undertaken by us. This is a focused service for banking and finance customers that manages end-to-
end logistics and distribution of secured products through empanelment of major national and regional couriers along with
speed post on the platform. Real-time updates on shipments are captured from all logistics partners through their respective
API integration, and shared with end customers. These services are enabled through our in-house developed software MPi
TracLogix. For details, see “– Business Operations – Technology Platforms” on page 283.
Insurance Documents (Customer Communication Management)
We serve the insurance sector through our customer communication management (“CCM”) services. We handle the printing
and personalization of insurance policies, premium notices, renewal letters, and marketing materials. We help insurers send
personalized communications at scale. Our customers benefit from our high-volume print capacity, multi-layer security features
to prevent tampering, and reliable delivery infrastructure. Our operations are supported by five IBA-approved printing facilities
across India. These services are enabled through our in-house developed software MPi ChannelSync. For details, see “–
Business Operations – Technology Platforms” on page 283.
Holograms, Coated Products, and Other Security Printed Products
Pursuant to the Revenue Assurance Acquisition, we manufacture holograms primarily for tax stamps, payment schemes, and
identity cards. Our in-house master origination facility in Manipal, Karnataka, is equipped with three types of origination
technologies, allowing us to offer high levels of security to our customers. Our holograms are currently used on RuPay cards,
national identity cards, and EPIC cards. Our coated product line includes items such as air way bills, VVPAT rolls, and event
tickets, all designed for thermal printing. One of our key offerings is the voter validation paper audit trail roll used as part of
electronic voting machines that are used across elections in India. These rolls are designed to operate at extreme temperatures
across the country and with a life of more than seven years. These rolls include specialized features not found in standard
thermal paper, tailored to meet the unique requirements of elections. In addition to this, we have produced airway bills for
courier agencies, event tickets for various sports tournaments.
Smart Tagging and IoT Solutions
We have recently acquired the smart tagging and IoT solutions business from MTL, focused on high-security printing and tax
stamp personalization (“Smart Tagging and IoT Solutions”), with three manufacturing facilities (two in Manipal, Karnataka
and one in Bengaluru, Karnataka). With a team of over 250 employees, we serve a diverse customer base that includes state
281governments, smart card manufacturers, public sector units, banks, retailers, logistics providers, and companies in the paints
and agriculture sectors. We are empanelled as a security printer by the IBA and hold the INTERGRAF (ISO 14298) certification
for secure printing process management. We are also a founding member of the International Tax Stamps Association in the
UK and are members of industry bodies like International Optical Technologies Association and Authentication Solution
Providers’ Association. Our operations are backed by multiple certifications, including ISO 9001:2015 (QMS), ISO 27001:2022
(ISMS), ISO 14001:2004 (EMS), and CMMI Level 3.
Tax Stamps Solutions
To help state governments protect revenue and prevent the circulation of counterfeit liquor, we supply tax stamps (also known
as excise adhesive Labels) for use on all liquor sold within their jurisdictions. These labels serve as authentication tools,
allowing both authorities and consumers to verify product legitimacy and ensure that only duty-paid, authorized liquor reaches
the market. We provide biodegradable, paper-based excise labels embedded with holograms and encrypted QR codes to various
state excise departments across India. The image below sets forth security features of excise labels.
Our customers include various state governments. We have also supplied the tax stamps in various states in India, and provided
end-to-end track and trace solutions with tax stamps to the government entities across various domestic and international
jurisdiction. We also developed and deployed a smartphone-based authentication solution for a state excise department in India.
This solution uses a patented QR-based secure code, enabling excise officials to authenticate products, audit supply chains, and
flag discrepancies in real time.
We provide paper-based excise adhesive labels with holograms and polyester-based excise adhesives labels to various state
governments. We have also implemented a smartphone authentication solution based on QR codes for a state excise department
in India. This solution equips excise officials with the necessary tools to authenticate with information such as scan time, scan
date, geographical scan location and confirm the genuineness of the information in the label. The solution includes a central
monitoring system which is managed by the department officials. It provides insights about the location of the field inspectors
during authentication and also provides detailed information to the department officials such as history, number of users, among
others. Customized reports and business intelligence dashboards are tailored to meet the specific needs of the relevant state
excise department. Consumers are provided with a smartphone app to validate the liquor products they purchase. Inspectors
have access to a smartphone app with advanced features, including reporting, retrieving product information, and other
traceability data as configured, as well as performing additional validations based on the security features provided as guidance
282within the application. These services are enabled through our in-house developed software MPi Valid8r. For details, see “–
Business Operations – Technology Platforms” on page 283.
IOT and Traceability Solutions
We offer a range of products and solutions designed to help brands address challenges like counterfeiting, product visibility,
pilferage, regulatory compliance, arbitrage, and asset tracking across their supply chains. Depending on the need, we provide
various levels of security features in the form of labels, and tags. These solutions can be integrated with our own traceability
platform or with the customers’ existing systems. We also supply secure labels that protect high-value artworks for a leading
arts marketplace. We continue to work closely with brands to develop tailored solutions that address their specific counterfeiting
and traceability concerns.
This portfolio aligns closely with our RFID capabilities, which we are actively scaling. RFID offers significant advantages over
traditional barcode or QR-based systems by enabling contactless identification and real-time data capture, acting as a key to
improving traceability, inventory control, and operational efficiency. We are in the process of augmenting our in-house
production capacity for both ultra high frequency and high frequency RFID tags, with an aim of giving us greater control over
cost, quality, and delivery timelines. Among our delivered projects utilizing RFID technology, we have constructed the
'FASTag' system, which enables toll payments to be made directly from an account linked to the tag. We are one of the
empaneled suppliers of 'FASTags'.
We offer end-to-end traceability solutions that are highly adaptable and equipped with security taggant to cater to multiple use
cases and scenarios. Our solution is compatible with various identifiers used in supply chains, including bar codes, QR codes,
active/passive RFID tags, and other sensors as required. We provide a comprehensive one-stop solution by bundling the
necessary hardware, such as readers, scanners, antennae, and other related components, along with the software. This positions
us well to meet the end-to-end automation and traceability needs of modern enterprises.
These services are enabled through our in-house developed software MPi TraceSync. For details, see “– Business Operations
– Technology Platforms” on page 283.
Information Technology
Our operations, especially given the sensitive nature of the data we handle, necessitate robust IT and cybersecurity measures as
well as stringent physical security protocols at our facilities. To safeguard our networks and data, we employ a comprehensive
suite of tools and processes, including quarterly and annual network vulnerability assessments, external and internal penetration
testing, application automated source code reviews, and various security controls such as endpoint protection, active data
defense, security monitoring, incident management, firewall network device licenses, and stringent data leak prevention
measures. Additionally, we maintain strict access controls, CCTV monitoring, vibration detectors, laser beam-protected fences,
and supervised security control rooms. We also have network and data security protection measures, with annual and quarterly
VAPT certifications and periodic application source code reviews. Our facilities are equipped with adequate HSMs to ensure
secure data handling.
For personalization processes involving customer information and data embedding into payment cards, we securely transfer
personal data from the respective bank's server to our facility using a secure file transfer protocol. We utilize in-house
developed, PCIDSS-certified data management and process applications to handle secure data processes, featuring advanced
mechanisms for managing personally identifiable information securely. Our facilities adhere to stringent control processes for
handling and auto-deleting/purging personal data to prevent leaks and security breaches.
Technology is integral to our operations, encompassing printing, laminating, punching, milling, and embedding electronic chips
in cards, as well as personalizing them with individual customer details. We continuously monitor all perimeter and
infrastructure/network logs in real-time, through our internal and external security operations centers.
Technology Platforms
• MPi PersonaPrint: This application streamlines the intricate and sensitive process of card personalization by
automating secure data preparation, interfacing with hardware security modules for cryptographic processing, and
283programming data onto chips in compliance with major payment card network specifications. Tailored for card
manufacturers, financial institutions, and third-party processors, the system ensures card issuance meets industry
standards. The frontend interface, built with secure desktop technologies, allows users to select profiles, manage
batches, and view reports. The personalization engine executes specification logic and interacts with card readers,
while the cryptographic services module communicates with hardware security modules via standard protocols. The
database layer stores templates, batch logs, keys metadata, and personalization status. The application caters to diverse
use cases: bank card issuance centers for high-volume personalization, instant issuance at branches for limited card
volumes, and prepaid card programs for dynamic personalization with reloadable options. Additionally, it exports data
files for graphical personalization (for example, cardholders’ name, PAN, expiry, etc) for card printers and embossers,
supporting synchronized card issuance workflows.
• MPi IssuNow: It is a payment card instant issuance solution that enables the immediate creation and distribution of
physical payment cards at the point of service. This approach eliminates traditional delays associated with centralized
production and mailing, delivering enhanced speed, security, and customer satisfaction. This enables real time account
opening and card issuance at kiosks, high-volume distributed card personalization at branch level and conversion of
non-personalized cards to personalized cards at bank branches.
• MPi WatchGrid: It is a remote monitoring and management software (“RMMS”) that operates on a central server and
connects to all banking kiosks through LAN network. RMMS provides an overview of the health status of each
connected kiosk and the status of its peripherals. It is capable of generating management information system reports
to evaluate kiosk performance. Each kiosk runs multiple agents that periodically check the server for new information
to download and simultaneously send relevant health data back to the server. The software is tailored and configured
according to the bank's processes and runs on the bank's servers. Additionally, it can be utilized for centralized
management and monitoring of advertisements and patches.
• MPi DriveSuite: MPi DriveSuite is a desktop-based API integrated system designed to manage the personalization
and printing of driving license and vehicle registration certificate smartcards. This application integrates with
highspeed smartcard printers and personalization software development kits to streamline card layout design, data
encoding, image/QR placement, and chip programming in a controlled and user-friendly environment.
• MPi CommuteCore: We developed a customized solution to integrate multiple components of transit management. It
integrates automatic vehicle location system, passenger information system, bus operation and analytics platform,
CCTV video surveillance system, incident management and monitoring system, business intelligence software system
and planning and scheduling system. All these enabled us to build a passenger mobile application for BMTC that
comprises features such as route information, interactive map, real time estimates for time of arrival, and mobile
ticketing features.
• MPi TracLogix: We have developed this portal as a web-based SaaS platform to help our customers track all their
consignments through a single interface. By centralizing shipment visibility, we eliminate the need to access individual
courier partner portals for tracking or resolving queries. The portal offers role-based access, allowing users across
different levels of an organization to securely view relevant data. It integrates with customer systems and provides
detailed insights into shipments that are dispatched, in transit, delivered, or returned. Users can search using unique
identifiers like AWB numbers, mobile numbers, or account numbers. The platform also supports customizable
reporting and data analysis, along with consolidated billing and reconciliation features. Each transaction is logged with
complete details, including tele-calling notes, routing history, and delivery status, giving customers full visibility and
control over their logistics operations.
• MPi ChannelSync: Built as a unified solution, the platform supports collaborative design, review, delivery, and
archival of all insurance-related communications. It enables multichannel outreach through email, SMS, mobile push
notifications, and WhatsApp, and integrates seamlessly with core systems, gateways, and document management
systems. Our platform also includes a short code engine, interactive e-Kits and statements, and personalized PDF e-
statements. We support both digital and print communications, backed by ILM for physical deliveries. A unified
dashboard provides real-time visibility, while built-in analytics help track communication performance and customer
engagement.
MPi TraceSync: Our Track and Trace platform is engineered to deliver secure, real-time visibility across the entire
product lifecycle. It supports end-to-end traceability starting from raw material sourcing through production,
packaging, warehousing, distribution, and up to the point of consumer delivery. With built-in serialization and multi-
level aggregation capabilities, the system ensures every product, and its packaging hierarchy is uniquely identified and
monitored. It integrates seamlessly with QR code and RFID-based identifiers to support rapid data capture and
authentication. The platform is powered by a comprehensive suite of configurable modules including production job
management, warehouse and inventory control, raw material input for a job, inward-outward flow and tracking,
communication module, and full ecosystem management of distributors, retailers, and service providers along with
end-customers. It supports both centralized and regionally distributed operations and is designed for deployment in
284high-security environments. The system is flexible to adapt to a wide range of industry and regulatory requirements,
making it suitable for both public and private sector implementations. and provides a strong foundation for integrating
anti-counterfeit features, compliance mechanisms, and smart analytics for improved decision-making.
Complementing the web-based backend is a mobile application suite tailored for field operations. It includes modules
for secure customer-level authentication, inspector or officer-level verification, and dedicated apps for inward and
outward tracking of goods at warehouses and distribution points. The mobile apps come with user-friendly interfaces,
offline capability, scan history, location capture, and real-time syncing, enabling faster decision-making and tamper-
resistant validation at every critical touchpoint.
• MPi Valid8r: A mobile authentication app for excise officials is designed to scan and verify the authenticity of excise
labels by checking the covert information embedded within the encrypted QR code on the labels, which are printed by
us. The solution leverages QR code technology for covert multi-level authentication using a smartphone. The app
identifies original QR codes on the labels and rejects duplicates. Similarly, a consumer-facing app is provided to the
general public to scan excise labels for authentication and inform them about the authenticity of the covert information
embedded in the label. A central monitoring system (“CMS”) web application is developed for excise head office
users and district head office users to monitor and analyze QR code scans of excise labels performed by excise officials
across the state using the MPI Valid8r application. The CMS captures and displays data such as the date, location, and
result of each scan. The dashboard offers various views, including chart view, map view, and tabular view, for easy
data visualization. It also includes visual tools for data identification, such as the location of scans on a map and various
scan results at different locations. The tabular view provides detailed scan-level data, which can be exported as needed.
Additionally, the CMS features a hierarchical drill-down scan distribution dashboard interface using a tree chart,
allowing users to navigate through various excise office levels, including division, district, subdivision, range, and
check post.
Manufacturing Process
Cards
Note: Blue arrow indicates addition of materials. Dotted line indicates exceptional occurrence. Numbers identify where production resource is required, either
machine or human or both.
Cheques
For cheque printing, job planning, work order preparation and schedule preparation is performed by our planning department.
Based on the planned quantity, a production work order is generated and the planning department will provide the material
indent for paper, ink, and other materials. Based on the job schedule, the production supervisor is required to ensure that all the
raw materials required for the job are ready in advance. Once the 'proof', which is the sample, is approved, production
commences. The output printed sheets or forms are securely stacked. After the completion of each job the wastage produced is
weighed and recorded in the shredding record book against each work order. All production details are recorded in the
production register as well as reel-register at the time of base-stationery printing.
For personalization of cheques, statements and policy bonds, the customer shares data through secure modes and email
intimation is subsequently provided to us. After processing the data, sheet indents for base issuances, necessary fulfilment
related checklists such as outer labels and tracking lists are generated and handed over to the respective supervisors. Based on
the sheet indents, the pre-requisite base stationery is issued for executing the order.
285Cheque books, statements and policy bonds are dispatched as per the dispatch instructions received by us from customers, and
as per the details printed on the address label. The mode of courier is defined by our customers, and once the product is ready
to dispatch, we hand over the consignment to authorized courier services as defined in the agreement with the respective
customer.
Tax stamps and security holograms
The infographic below outlines the comprehensive process undertaken for the production of tax stamps and security holograms.
Manufacturing Facilities
As of the date of this Updated Draft Red Herring Prospectus – I, we serve our customers through 10 facilities across India.
These include one card manufacturing facility and personalization bureau in Manipal Karnataka, one card manufacturing
facility and cheque printing facility in Manipal, Karnataka, one personalization bureau in Navi Mumbai, Maharashtra, one
personalization bureau and cheque printing facility each in Noida, Uttar Pradesh and Chennai, Tamil Nadu, one cheque printing
facility each in Navi Mumbai, Maharashtra and Howrah, West Bengal; and three facilities for smart tagging and IOT solutions
along with coated products business in the states of Manipal, Karnataka and Bengaluru, Karnataka. For details, see “– Business
Operations – Properties” on page 301. Some of the machinery being used in our operations is obtained on an operating lease
model. For details in relation to estimated useful life of plant and machinery, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Material Accounting Policies” on page 430.
Cards
Our card manufacturing facilities in Manipal, Karnataka, are certified by Mastercard, RuPay and other payment networks for
manufacturing chip-embedded and DI cards. Card personalization is the process of adding unique customer information and
security features to a base card. This process typically involves encoding the card's magnetic stripe or chip with data such as
the cardholder's name, account number, and security codes. It may also include printing or embossing the card with personalized
details. Card personalization is a critical step in the card issuance process, ensuring the card is secure and ready for use by the
cardholder.
Card fulfillment encompasses the end-to-end process of manufacturing and delivering personalized cards to customers. This
includes packaging the personalized cards in a proof envelope, necessary welcome letter and allied collaterals packaging in the
form of a kit and shipping as required by the customers. In case of bulk dispatches to branches, cards of the customers of
respective branches are packed and delivered to the respective branch for onward delivery to end customers. In case of
individual dispatches, card kits will be shipped securely to the end customers.
Secure logistics involves shipment of personalized payment card kits to end customers. It can also involve managing inventory,
tracking shipments, and handling returns or replacements. Secure logistics may be handled by us, or by the end customer based
on contracts with banks. Efficient and secure card logistics is crucial for ensuring a positive customer experience and
maintaining the integrity of card programs.
Cheques
We have printing facilities that are primarily engaged in producing personalized cheques, transaction statements, policy
booklets and other secure printing products for various customers.
286Government projects
The Indian government has undertaken initiatives to modernize and streamline identification and documentation through the
implementation of cards. Key projects include the national identity cards, unique identification document that serves as proof
of identity and address for every resident. This card holds vital demographic and personal information, enabling streamlined
access to government services, subsidies, and benefits.
We are involved in manufacturing both paper and PVC-based national identity cards for citizens, and as of June 30, 2025, we
had billed over 1,000 million paper-based national identity cards and over 12 million PVC-based national identity cards. We
have also been involved in the issuance of FASTags, driving licenses and vehicle registration certificates. These documents,
now issued on Polycarbonate based cards carry detailed information about the license holder and vehicle, ensuring legal
compliance and road safety. We have personalized polycarbonate-based driving licenses and vehicle registration certificates
for states such as Maharashtra and Chhattisgarh. We have mandates from, and have entered into contracts with, the relevant
transport commissioners of Maharashtra and Chhattisgarh, for personalization of these registration certificates and driving
licenses. Further, as per our contractual arrangements, we provide services in relation to personalization of driving licenses and
registration certificates within the RTO premises of the respective transport departments by setting up CCPCs. As of June 30,
2025, our CCPCs are located at five locations in India, i.e., Port Blair, Andaman and Nicobar Islands; Raipur, Chhattisgarh,
and Mumbai, Nagpur and Aurangabad in Maharashtra. We are also engaged to collect and verify customer applications at each
of the RTOs in the respective states.
287Capacity and Capacity Utilization
The following table sets forth certain information relating to the annual installed capacity, actual production and capacity utilisation for our various businesses for the periods indicated:
S. No. Business Location As of/For the three months As of/ For the year ended
ended June 30, 2025 (4) March 31, 2025 March 31, 2024 March 31, 2023
Installe Actual Capacity Installed Actual Capacity Installe Actual Capacity Installed Actual Capacity
d Productio Utilisatio Capacity Productio Utilisatio d Productio Utilisatio Capacity Production Utilisation
Capacit n n (%)(3) (million)( n n (%)(3) Capacit n n (%)(3) (million)(1) (million)(2) (%)(3)
y (million)(2) 1) (million)(2 y (million)(2
(million) ) (million )
(1) ) (1)
1. Plastic card Manipal, Karnataka 30.03 15.05 50.11% 120.12 79.21 65.95% 109.20 94.30 86.36% 98.28 77.96 79.33%
manufacturing
2. Metal card Manipal, Karnataka 0.14 0.05 37.26% 0.43 0.38 89.98% 0.11 0.01 7.33% - - -
manufacturing
3. Cheque leaf printing Manipal, Karnataka 668.30 246.34 36.86% 2,673.22 925.83 34.63% 2,673.22 1,186.63 44.39% 2,673.22 1,225.56 45.85%
Navi Mumbai,
Maharashtra
Noida, Uttar Pradesh
Howrah, West Bengal
Chennai, Tamil Nadu
4. Secure solutions- Offset Manipal, Karnataka 68.14 28.55 41.90% 272.56 104.96 38.51% 272.56 148.60 54.52% 272.56 163.84 60.11%
Printing
5. Tax stamps Manipal, Karnataka 2,004.91 1,361.66 67.92% 6,816.70 5,293.32 77.65% 6,415.72 5,248.97 81.81% 6,415.72 4,958.55 77.29%
As certified by H.M. Rao, independent chartered engineer, by certificate dated November 10, 2025.
Notes:
(1) Installed capacity represents the installed capacity as of the last date of the relevant Fiscal or Reporting period. The installed capacity is based on various assumptions and estimates, including standard capacity calculation practice and
capacity of other ancillary equipment installed at the relevant manufacturing facility. Assumptions and estimates taken into account for measuring installed capacities include
• 312 working days in a year with per day operating for 20 hours for Plastic Cards, Metal Cards and Tax Stamps.
• 312 working days in a year with per day operating for 12 hours for Offset Printing of Cheques and Secure Solutions.
(2) Actual production represents quantum of production of mentioned products in the relevant manufacturing facility in the relevant Fiscal or reporting period.
(3) Capacity utilization has been calculated on the basis of actual production of the relevant product in the relevant Fiscal or reporting period divided by the installed capacity for the relevant product during such Fiscal or reporting period.
(4) Not Annualised.
288Sales and Marketing
We market our products and services to (i) banking and finance customers, including private and PSU banks, co-operative
banks, small finance banks, payment banks, fintech companies and (ii) various government departments and agents. As of June
30, 2025, our sales personnel were present in eleven cities across India, to ensure wide coverage. We have a diverse set of over
220 customers as of June 30, 2025. We have on-ground sales consultants in Sri Lanka, Nepal, UK, USA, UAE, Indonesia and
Nigeria, among others, which provide us a wide geographic reach across international jurisdictions. Further, as of June 30,
2025, we had a sales and marketing team of 116 employees.
Our sales and marketing team offer end-to-end solutions to our customers that incorporates the full spectrum of our products
and services from concept to delivery. Our sales and marketing strategy focuses on strengthening our relationships with existing
customers, providing a differentiated offering that includes cross-selling expanded services such as our bundled offerings. We
leverage the strength of our full-service offerings from decentralized production units to attract new customers. For instance,
we have introduced bundled offerings based on customer requirements, where card, cheques and associated offerings are
bundled and delivered to the end user, eliminating the requirement for our customers to engage and liaise with various service
providers at different levels, thereby reducing logistics costs. Our marketing efforts focus on the needs of our specific types of
customers. By tailoring our marketing strategy to different customer groups, we are able to provide relevant targeted solutions
to meet their individual needs. Based on domestic enquiries, we submit samples of our products to acquire new customers. For
engaging international clients, we leverage our sales consultants and agent network. Through these efforts, we drive customer
retention and satisfaction, and have been able to attract customers across geographies. We will continue to grow our reach in
different geographies across the globe by adding new sales team members as well as agents.
For government projects, where we satisfy eligibility criteria stipulated under tenders, we assess the commercials of the
proposed project, the period of the contract, volume, and other factors, in determining whether to participate in the request for
proposal. We have a dedicated sales force to work on various government projects across different states and central government
agencies. For overseas markets, we leverage the reach and relationships of our payment card sales personnel and agent network
present in various geographies.
Customers
For payment cards in particular, we served over 56 customers in the three months ended June 30, 2025, including 13 private
banks, nine PSU banks, three small finance banks, six co-operative banks, and 15 fintech companies.
As of June 30, 2025, PSBs serviced by us included State Bank of India (over 15 years), Canara Bank (over 14 years), Bank of
India (over 15 years), Jammu and Kashmir Bank (over three years), Central Bank of India (over 14 years), Punjab and Sind
Bank (over three years) and Indian Bank (over 15 years), and private banks serviced by us included HDFC Bank, ICICI Bank,
Axis Bank, Kotak Mahindra Bank, Federal Bank and City Union Bank.
As of June 30, 2025, we had relationships with 60 fintech companies, including Airtel Payments Bank Limited, and Scapia for
service offerings such as co-branded credit cards, debit cards and prepaid cards, which we manufacture. In particular, we have
entered into agreements for manufacturing and personalizing cards for Revolut, a global fintech and neo-bank that has been
operating in India as an Authorized Dealer – Category II since 2021. The image below sets forth some of our key customers.
The table below sets forth revenue generated by us from our top 10 customers in the three months ended June 30, 2025.
Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Manipal Technologies Limited Yes 526.39 18.57%
Customer 2 No 372.26 13.13%
Customer 3 No 302.03 10.65%
Customer 4 No 202.63 7.15%
Customer 5 No 117.06 4.13%
Customer 6 No 110.79 3.91%
Customer 7 No 84.77 2.99%
Customer 8 No 84.73 2.99%
Customer 9 No 84.36 2.98%
Customer 10 No 77.52 2.73%
Total - 1,962.53 69.22%
Note: Names of the other customers forming part of our top 10 customers have not been included due to lack of receipt of consents. The increase in revenue
from MTL primarily reflects sales pertaining to the VDP and Revenue Assurance business acquired under the relevant business transfer agreements. Pending
novation of customer contracts, these transactions were invoiced through MTL, though the underlying sales were to different end customers.
The table below sets forth revenue generated by us from our top 10 customers in Fiscal 2025.
289Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Customer 1 No 1,461.84 11.64%
Customer 2 No 1,124.82 8.96%
Customer 3 No 1,062.03 8.46%
Customer 4 No 758.17 6.04%
Customer 5 No 735.15 5.85%
Manipal Technologies Limited Yes 632.90 5.04%
Customer 7 No 558.54 4.45%
Customer 8 No 468.15 3.73%
Customer 9 No 433.48 3.45%
Customer 10 No 424.81 3.38%
Total - 7,659.88 60.98%
Note: Names of the other customers forming part of our top 10 customers have not been included due to lack of receipt of consents. The increase in revenue
from MTL primarily reflects sales pertaining to the VDP acquired pursuant to the business transfer agreement. Pending novation of customer contracts, these
transactions were invoiced through MTL, though the underlying sales were to different end customers.
The table below sets forth revenue generated by us from our top 10 customers in Fiscal 2024.
Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Customer 1 No 1,368.97 10.97%
Customer 2 No 1,343.00 10.77%
Customer 3 No 1,098.84 8.81%
Customer 4 No 848.08 6.80%
Customer 5 No 709.81 5.69%
Customer 6 No 602.21 4.83%
Customer 7 No 581.29 4.66%
Customer 8 No 523.60 4.20%
Customer 9 No 409.89 3.29%
Customer 10 No 312.73 2.51%
Total - 7,798.42 62.51%
Note: Names of our top 10 customers have not been included due to lack of receipt of consents.
The table below sets forth revenue generated by us from our top 10 customers in Fiscal 2023.
Particulars Related Party (Yes/ No) Amount (₹ million) Percentage of Revenue from
Operations (%)
Customer 1 No 1,345.73 14.92%
Customer 2 No 833.22 9.24%
Customer 3 No 795.15 8.81%
Customer 4 No 709.81 7.87%
Customer 5 No 681.93 7.56%
Customer 6 No 443.58 4.92%
Customer 7 No 425.03 4.71%
Customer 8 No 410.14 4.55%
Customer 9 No 409.31 4.54%
Customer 10 No 255.68 2.83%
Total - 6,309.58 69.94%
Note: Names of our top 10 customers have not been included due to lack of receipt of consents.
290Through our selection via requests for proposals, we have also been strategically involved with large government projects, such
as national identity cards, land records, driving licenses, registration certificates and other identification projects. As of June
30, 2025, we had five customers for government identification projects.
Our business footprint spans across geographies. In the last three Fiscals and three months ended June 30, 2025, we have
exported our products such as credit cards, debit cards and metals cards to 15 countries including UK, Singapore, Bahrain,
Hong Kong, Oman, Maldives, Mauritius, South Africa, Bangladesh, Brazil, Bolivia, Nigeria, Nepal, Sri Lanka, and United
Arab Emirates, as well as certain countries in Europe.
Customer Agreements
Cards
For our customers which are PSBs, we respond to requests for proposals through public tenders, with necessary technical
requirements including successful track record of sizable volume of delivery, requirement of multiple personalization bureaus,
continuous certifications with specific payment networks, among others. The bids submitted by card manufacturers meeting
the necessary eligibility criteria further undergo a commercial evaluation before onboarding of card manufacturers by PSBs.
Thereafter, we enter into service provider agreements with PSBs, typically ranging from one year to five years, which set out
the terms and conditions of our engagement, along with the deliverables and services to be provided and the timelines for each.
We enter into similar service provider agreements with private banks, payment banks, small finance banks, co-operative banks
and fintechs as well. For private banks and fintechs, the range of our contracts is typically between three years and five years,
while contracts with payment banks and small finance banks range from one year to three years. These banks and organizations
have requirements wherein data from the relevant banks and organizations are shared at different intervals during the day with
stringent service level agreements for faster turnaround time. These banks also require cards with multiple value-added features
in order to reflect their brand ethos.
These agreements govern the broad terms of our relationship, and we then enter into specific purchase orders that define the
quantities and prices of products to be delivered. Our agreements may typically be extended as mutually agreed upon for private
banks.
These agreements require us to inter alia (i) maintain sufficient stock of base plastics for cards, (ii) make arrangement for
safekeeping of base cards on our premises as per standards laid down by Mastercard and RuPay, among others (iii) allow for
inspection of our records regarding storage of material, (iv) maintain operating systems, application software, hardware,
peripherals, and other infrastructure required for transmission of files for card personalization, (v) transport, at our own cost,
envelopes, base cards and other items required for our operations in a secure way between our customers' establishments and
our premises, (vi) hand over cards to be dispatched in sealed envelopes to the courier agency or postal authorities in a proper
condition, with pull request for expedited delivery to be borne by us, (vii) comply with security and audit standards of our
customers and various regulatory guidelines, including any IT, information security policies relevant to our operations, (viii)
undertake background verification and policy reports for our employees and provide lists of authorized employees to our
customers, (ix) ensure that no cardholder data provided by our customers is disclosed, published, sold or made available to any
unauthorized third party, (x) undertake repair, replacement, up-gradation or procurement of equipment at our own cost; (xi)
291provide unrestricted access to our premises and records; (xii) ensure preservation of documents and data in accordance with
legal and regulatory obligation; (xiii) maintain a comprehensive list of all personnel who have been granted the permission to
access the facilities; (xiv) certify our compliance with information security management of the private and public banks, and
(xv) make our officials and manufacturing facilities available for inspection and audit as required by customers, subject to prior
notice.
The prices are agreed upon on the basis of services offered, including price per card, price per collateral and price per shipment,
which is set out in the agreement. These prices depends on the nature of the card being offered, with additional charges for
personalization. Based on the extent and type of value addition, the card network adopted and the material used in manufacturing
the card, our master agreements set out prices. Under the terms of our contracts with PSBs, we typically receive payment in
respect of undisputed invoices on a monthly basis for the services rendered during the previous month upon submission of
commercial invoices.
Our contracts set out time schedules for delivery of each item contemplated, and require us to provide necessary reports from
time to time. In the event of any delay, we may be required to pay penalties or liquidated damages of specified amounts.
Cheques
We have acquired the VDP, or cheques and logistics business from MTL with effect from March 31, 2024. The terms of
contracts with customers for supply of cheques ranges from one year to five years. For further information, see “History and
Certain Corporate Matters – Other key agreements” on page 313.
For our customers which are PSBs in our VDP business as well, we respond to requests for proposals through public tendering
requiring necessary technical requirements including but not limited to successful track record on sizable volume of delivery,
IBA-approved facilities, among others. The bids submitted by suppliers meeting the necessary eligibility criteria further undergo
a commercial evaluation before onboarding by banks. We enter into similar master services agreements with private banks,
payment banks and small finance banks.
These agreements with our customers govern the broad terms of our relationship, including the quantities and prices of products
to be delivered and adherence to security policies. The agreements set forth the turnaround time based on service, the logistics
flow and the penalties payable by us for errors in the products and services. Upon contract confirmation with the client, we
proceed to print the base stationery which is required to cater to orders.
Government Projects
Our identity solutions are offered pursuant to government projects. For government projects, we initially participate in requests
for proposals. These typically require us to satisfy eligibility criteria including inter alia, (i) minimum annual turnover; (ii)
filing of income tax returns for the preceding three financial years; (iii) minimum turnover; (iv) minimum technical capability,
(v) minimum historical revenues from data printing and barcode projects; (vi) minimum net worth; (vii) experience in
manufacturing PVC/ polycarbonate cards for at least three years in any government or statutory authority, (viii) deposit of
earnest money (vi) undertaking regarding no blacklisting, debarment or bans from participating or carrying out business with
the relevant government entity or ministry, (vii) minimum installed capacity, (viii) successful completion of past PVC/
polycarbonate cards projects, (ix) valid certifications as specified, (x) experience of printing in regional languages and hologram
hot stamping. At this stage of the process, known as the pre-qualification stage, we may be required to make a presentation
showcasing our capacity and technical competency and submit the necessary documents. The bidder at this stage should any
company registered under applicable laws in India,
A technical evaluation is undertaken, which assesses our infrastructure quality, including physical security and surveillance,
connectivity to our manufacturing facilities, quality of machines, and automation and computerization of our machinery,
volume of production, integration of production process, experience of technical personnel at various levels, in addition to our
past experience, and value of completed projects for government and statutory bodies. We may be required to submit sample
cards in addition to making a presentation, as well as videos demonstrating our manufacturing facilities along with other
necessary documents. The relevant entity may also visit the premises of our manufacturing facilities.
Once the technical qualification is satisfied, the service provider is chosen for the relevant government project based on the
competitive nature of the financial bids that are made, through a price discovery bidding process. Our identity solutions projects
typically extend over a specified period once we are selected for the project, with schedules for delivery of specified amounts
of identity documents. Once the request for proposal is finalized, following negotiations, if any, letters of intent or purchase
orders are received from customers, after which service level agreements are entered into with the customers.
We have personalized PVC/polycarbonate-based driving licenses and vehicle registration certificates for states such as
Maharashtra and Chhattisgarh. We have mandates from, and entered into contracts with, the relevant transport commissioners
of Chhattisgarh and Maharashtra for a period of five years or more, for manufacturing and personalization of these registration
certificates and driving licenses at the relevant locations.
292Smart Wearables
For payment enabled smart wearables, we offer our products to various banks and fintechs similar to payment card procurement.
The design for these devices is typically provided by the bank or fintech, and the products must be prepared as per specifications
schemes. We enter into agreements for two years. We are required to supply and personalize the wearables and print the relevant
kit and collaterals, pack them and dispatch them to the end customer.
Tax Stamps
We engage with a diverse range of customers including government entities such as state excise departments, and private
organizations. Our customer engagements are primarily governed by contracts awarded through public tender processes, which
include both technical and commercial evaluations.
For tax stamps, tenders are issued by individual state excise departments. Upon successful completion of the technical and
financial bid evaluation, we enter into long-term service agreements, usually ranging from three to five years. These agreements
stipulate the security features to be embedded in the product, the required certifications to be held by us and the security
infrastructure to be maintained at our manufacturing facilities. In addition, the agreements mandate the maintenance of adequate
buffer stock of finished tax stamps, typically equivalent to at least one month’s consumption, to ensure uninterrupted supply.
Raw Materials and Suppliers
Details in relation to our major raw materials and their locations of utilization are as set forth below:
• Card manufacturing and personalization (Manipal, Karnataka): Chip modules, PVC sheets, overlay sheets,
antenna, hologram, metal sheets, ink and ribbons.
• Card personalization (Navi Mumbai, Maharashtra, Noida, Uttar Pradesh and Chennai, Tamil Nadu): Ink and
ribbons
• Cheques and other products (Manipal, Karnataka, Navi Mumbai, Maharashtra, Noida, Uttar Pradesh, Chennai,
Tamil Nadu, and Howrah, West Bengal): Paper, board and ink.
• Tax stamps (Manipal, Karnataka and Bengaluru, Karnataka): Paper, ink and adhesives.
Cards, Smart Wearables and Government Projects
Our production operations depend on adequate supply and deliveries of semiconductor chips/ banking chip modules, plastic
overlay, PVC sheets, UV inks and varnishes, holograms from certified vendors of payment schemes and metal and alloy plates,
inlay/antenna sheets among other materials, in a timely manner. We typically enter into master supply agreements with our
suppliers for raw materials we require, such as chip modules, which sets out the broad terms of our relationship, and then enter
into specific purchase orders that define the quantities and prices of products to be delivered to us. Products supplied to us such
as chips and modules require precision and compliance with quality standards. Accordingly, the terms of our agreement specify
that these products need to be as per samples qualified and approved by us, and may be subject to warranty periods and need to
be subject to tests in the production environment before we place bulk orders. We purchase other materials through purchase
orders, which contain the relevant terms and conditions of supply of such raw materials. All raw materials are tested for required
quality standards before bulk procurement and our quality assurance department carries out inspection on all batches of
incoming raw materials. For manufacturing payment cards, we procure PVC, UV inks and varnishes and inlay/antenna sheets
from multiple vendors across Asia and Europe. We source chip modules from all major chip manufacturers across the globe to
diversify risk and ensure continuity in supply while optimizing price. Our ability to develop applets for payment schemes further
enables us to qualify more chip suppliers ensuring strong diversification of supplies providing pricing benefits. For
manufacturing smart wearables, we procure various form factors such as watches, rings, and key chains from vendors across
Asia. We source chip modules from major chip manufacturers from various jurisdiction to diversify risk and ensure continuity
in supply while optimizing prices.
Set forth below are details regarding the cost of imports of raw materials in the corresponding periods:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage of Amount Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) Total (₹ Total million) Total million) Total
Purchases million) Purchases Purchases (%) Purchases (%)
(%) (%)
Cost of 683.00 57.92% 2,158.20 43.70% 3,074.86 51.70% 2,074.02 34.14%
imports of
raw materials
The table below sets forth details of raw materials supplied by our top 10 suppliers in the three months ended June 30, 2025.
293Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during the three-month period ended
June 30, 2025 (%)
Supplier 1 No 170.47 14.46%
Supplier 2 No 156.85 13.30%
Supplier 3 No 99.84 8.47%
Techshresta Solutions Private Limited Yes 72.81 6.17%
Supplier 5 No 65.18 5.53%
Supplier 6 No 52.48 4.45%
Manipal Technologies Limited Yes 42.22 3.58%
Supplier 8 No 37.04 3.14%
Supplier 9 No 36.72 3.11%
Supplier 10 No 24.29 2.06%
Total - 757.90 64.28%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent.
The table below sets forth details of raw materials supplied by our top 10 suppliers in Fiscal 2025.
Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during Fiscal 2025 (%)
Supplier 1 No 874.67 17.71%
Techshresta Solutions Private Limited Yes 588.74 11.92%
Supplier 3 No 307.68 6.23%
Supplier 4 No 304.20 6.16%
Manipal Technologies Limited Yes 276.72 5.60%
Supplier 6 No 227.51 4.61%
Supplier 7 No 130.92 2.65%
Supplier 8 No 126.58 2.56%
Supplier 9 No 121.58 2.46%
Supplier 10 No 117.66 2.38%
Total - 3,076.24 62.29%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent.
The table below sets forth details of raw materials supplied by our top 10 suppliers in Fiscal 2024.
Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during Fiscal 2024 (%)
Supplier 1 No 911.85 15.33%
Supplier 2 No 740.21 12.45%
Techshresta Solutions Private Limited Yes 393.89 6.62%
Supplier 4 No 288.60 4.85%
Supplier 5 No 229.81 3.86%
Supplier 6 No 220.65 3.71%
Supplier 7 No 205.53 3.46%
Supplier 8 No 203.72 3.43%
Manipal Technologies Limited Yes 179.39 3.02%
Supplier 10 No 176.07 2.96%
Total - 3,549.71 59.69%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent.
The table below sets forth details of raw materials supplied by our top 10 suppliers in Fiscal 2023.
Particulars Related Party Amount (₹ million) Contribution towards total purchases of our
(Yes/ No) Company during Fiscal 2023 (%)
Techshresta Solutions Private Limited Yes 1,165.29 19.18%
Supplier 2 No 710.35 11.69%
Supplier 3 No 418.05 6.88%
Supplier 4 No 385.63 6.35%
Manipal Technologies Limited Yes 207.09 3.41%
Supplier 6 No 173.66 2.86%
Supplier 7 No 159.96 2.63%
Supplier 8 No 158.74 2.61%
Supplier 9 No 157.42 2.59%
Supplier 10 No 119.36 1.96%
Total - 3,655.55 60.17%
Note: Names of the other suppliers forming part of our top 10 suppliers have not been disclosed due to non-receipt of consent”.
294Cheques
For cheque printing, our key raw materials include CTS water-marked magnetic ink character recognition (“MICR”) paper,
security inks, offset printing plates, adhesives, pinning coil, packing materials, plastic envelopes and other process consumables.
We need to maintain sufficient stock of these raw materials based on the consumption pattern and the defined reorder levels for
consumables.
CTS Watermark MICR papers are supplied by mills approved by the Indian Banks' Association. We rely on multiple vendors
for supplying security inks, offset printing plates and other consumables. We consolidate the monthly raw material requirements
across all locations and plan procurement accordingly.
Set forth below are our cost of materials consumed and consumption of stock-in-trade in the corresponding Fiscals:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount Percentage of Amount Percentage of Amount Percentage of Amount Percentage of
(₹ Revenue from (₹ Revenue from (₹ Revenue from (₹ Revenue from
million) Operations million) Operations million) Operations million) Operations
(%) (%) (%) (%)
Aggregate cost of 937.71 33.07% 4,602.89 36.65% 5,950.43 47.70% 5,263.86 58.35%
materials
consumed,
purchase of stock-
in-trade, and
changes in
inventories of
stock-in-trade and
work-in-progress
Tax Stamps
Our production of tax stamps, security holograms, and coated products depends on the timely and uninterrupted supply of raw
materials such as paper, silicon liners, adhesives, printing plates, foils, chemicals, security inks, and packing materials. These
materials are sourced from local and international suppliers.
We typically engage in long-term supply arrangements or framework agreements with our key suppliers for critical raw
materials such as special ink, paper, foil and adhesives, which outline broad commercial terms including quality requirements,
delivery timelines, and pricing structures. Specific requirements are then governed by individual purchase orders that define
the exact quantities and specifications of each consignment.
Considering the critical nature of our products, we source raw materials from suppliers who adhere to our quality and security
standards. Regular vendor audits are conducted to ensure compliance with these requirements. To ensure reliability, all raw
materials are initially qualified through sample testing and pilot production runs. Bulk procurement is only initiated once the
material passes our internal quality checks and performance evaluations.
Vendor registration and screening
Vendor registration and screening is a critical process to ensure we partner with reliable and competent suppliers. Our purchase
team identifies potential suppliers for the required raw material or service based on references from customers, information
from business networks, newspapers, commercial journals, websites, expert opinions, exhibitions, seminars, personal visits to
markets and discussions with suppliers, and online supplier directories.
Vendor screening and registration for both cheques and cards involves a combination or all or some of the following steps:
(i) Registration: Potential vendors are required to register with us by themselves, or our purchase team sends the online
supplier registration form link or vendor request form portal link to collect mandatory information prior to visiting
supplier’s premises by submitting relevant documents such as company profile, product catalog, financial statements,
and certifications. This helps us to gather basic information about the vendor's capabilities and offerings.
(ii) Request for Information: We may send requests for information to shortlisted vendors to send samples along with
documents and certifications This step helps us compare different vendors and identify those that best match our
requirements.
(iii) Initial Screening: Our quality assurance team reviews samples of the raw materials with all the related documents for
sample inspection, the vendor's registration documents and assesses its financial stability, experience, and compliance
with industry and quality standards. This step helps filter out vendors who do not meet eligibility criteria. Once the
sample is accepted, a small lot of pilot production is carried as pilot run.
295(iv) On-site or virtual Audit based on criticality of raw material or service: We may conduct an on-site audit of the vendor's
facilities to assess if the supplier is meeting the Company’s qualities and information security standards, industry
regulation practices, their manufacturing processes, , and compliance with health, safety and environmental
regulations. This step helps us verify the vendor's claims and ensure it is able to deliver quality products consistently.
(v) Final Selection: Based on the information gathered during the registration, screening, request for information, and
audit processes, our purchase and legal team prepares an agreement with the shortlisted supplier. The purchase team
will then interact with the approved supplier and finalize the quality, information security and safety requirements,
schedule, turnaround times.
We undertake pilot runs with the vendor to assess their suitability, and maintain a list of approved vendors from whom we
source our raw materials. We may also undertake checks to identify waste management practices, pollution prevention, energy
and greenhouse gas management, as well as emissions. In addition, we attempt to verify compliance with appropriate labour
practices among our vendors, as well as the presence of business continuity plans and supply capacity and support in the event
of natural disasters. Our agreements with our suppliers typically allow us to raise claims against our suppliers for physical
damage, deficiencies, defects, fraud or non-compliance with requisite standards. Upon such claims being raised, the suppliers
may have an obligation to repair and replace the defective products, re-performance of value added work or refund of purchase
price at their own expense within a stipulated period. We re-screen our suppliers after every three years to ensure that the
information provided and retained by our Company is updated.
Energy and Water
Our manufacturing processes require uninterrupted and constant voltage power for production and to increase the productivity
and lifetime of our machinery and equipment. We source power from local utilities companies and independent renewable
power producers.
Further, while they are not water-intensive, our manufacturing processes require a certain amount of water. To meet this
requirement, we primarily rely on external resources or local utility companies. At some of our facilities, we
use our own bore wells to meet our water needs.
We are committed to water conservation efforts and have implemented various measures, including rainwater harvesting,
treating and reusing domestic waste-water for landscape maintenance, and recycling the reject water from our RO system.
Further, we have installed water level controllers, as well as water flow meters.
Logistics
We have reliable partners for road, rail, sea and air transport to manage our procurement of the raw materials. These partners
ensure easy clearance of the procured items by necessary regulatory and government authorities and ensure timely delivery.
Quality Assurance and Quality Control
Cards
Privacy and Data Security
In course of our business, we receive personal identifiable information of cardholders from our customers, either from a
financial institution or through a card processor on behalf of a financial institution over a secure protocol. Such information is
treated as confidential and includes names, addresses, card account numbers and expiration dates and these are received and
managed in an encrypted form. As a service provider to financial institutions, we comply with applicable privacy provisions in
India and foreign privacy statutes and regulations, and the PCIDSS, National Payments Corporation of India (“NPCI”) data
security regulations and Information Security Management System standard ISO 27001:2022 by UKAS Managing System,
each of which is subject to change at any time. We may only use the personal information we receive on behalf of our customers
including financial institutions for the purposes for which it was provided to us and in a manner that is consistent with each
financial institution's and processor's own data privacy and security obligations and the data is immediately deleted after
processing from our end. In order to comply with our privacy obligations, applicable laws and our contractual agreements with
our customers, we are required to safeguard and protect the privacy of personal identifiable information we receive. Further,
once payment cards are dispatched, we purge cardholder data in accordance with our service level agreements with customers.
Only data such as the file name, number of cards, dispatch date and dispatch details are recorded and retained by us.
We are also subject to requirements from the payment card networks, which require us to meet certain security and data control
standards in order to achieve certification that allows us to manufacture financial payment cards issued on their networks. These
standards include extensive checklists with respect to the physical characteristics of our facilities, as well as our electronic
treatment and storage of cardholder data. We have invested significant capital to obtain and retain these designations, which
are regularly verified by the payment card networks.
296Payment card quality testing aims to ensure the durability, functionality, and security of payment cards. Several tests are
conducted through the manufacturing process and on the finished product, as set forth below:
(i) Visual Inspection: This initial assessment involves scrutinizing the card's surface for any imperfections like scratches,
colour inconsistencies, or misaligned printing.
(ii) Dimensional Accuracy: Precise measurements of the card's length, width, and thickness are taken to ensure they adhere
to industry standards, ensuring compatibility with ATMs and point-of-sale terminals.
(iii) Chip and Magnetic Stripe Functionality: Electronic testing verifies that the embedded chip communicates effectively
and that the magnetic stripe can be read accurately. Data encoding and encryption are also verified at this step.
(iv) Adhesion and Durability Tests: These evaluate the card's ability to withstand real-world conditions. Adhesion tests
assess the bond between different card layers, while durability tests subject the card to bending, abrasion, and
temperature fluctuations to simulate daily wear and tear.
(v) Chemical Resistance: Cards are exposed to various chemicals, such as solvents and cleaning agents, to ensure the print
and card material remain intact and legible.
(vi) Environmental Testing: This involves exposing the card to extreme temperatures and humidity to gauge its resilience
in different climates.
(vii) Security Feature Verification: Specialized tests confirm the effectiveness of security features like holograms,
microprinting, or UV ink, which help deter counterfeiting.
(viii) Electrical Performance: For smart cards, electrical tests assess the chip's power consumption, signal integrity, and
overall performance.
(ix) Card Personalization Validation: Post-personalization, the accuracy of the printed and embossed information is
confirmed, ensuring it matches the encoded data.
(x) Packaging Integrity: The packaging is assessed to ensure it adequately protects the card during shipping and handling.
These rigorous quality control tests are essential to guarantee that payment cards meet the high standards of the financial
industry, providing consumers with reliable and secure payment instruments.
Cheques
For our cheques business, a quality control operator randomly checks stacked sets for defects such print quality, security
features, among others. Each batch of production undergoes predefined quality checks and tests on a sample basis. These records
are compiled and used for future audits.
To ensure compliance with RBI circular DPSS.CO.CHD.No. 1832/04.07.05/2009-10 dated February 22, 2010 on the
Standardisation and Enhancement of Security Features in Cheque Forms ("CTS 2010"), quality assurance and quality control
are crucial elements of the cheque printing process. The parameters for quality control that we take into account during the
printing procedure are set forth below:
Offset Printing:
(i) CTS India Watermark: Cheques are inspected for the presence of the CTS India watermark visually.
(ii) VOID Pantograph: In security printing, VOID pantograph refers to a method of making copy-evident and tamper-
resistant patterns in the background of a document. At this stage, we undertake verification that the security measure
remains invisible during VOID scanning but appears during photocopying.
(iii) UV Ink: Confirmation of the UV print presence under UV light as per the design is undertaken.
(iv) Micro Lettering: Cheques are visually confirmed for the micro lettering design through a lens.
(v) Layout: The cheque's dimensions are precisely validated according to the CTS scale.
(vi) Fugitive Ink: Assessment of ink resistance is undertaken to verify the fugitive properties of the ink.
(vii) Visual Inspection: Examination of the Rupee symbol, cheque colour, background, and printer name alongside CTS
2010 is undertaken.
297(viii) Verification of CTS and MICR paper: Based on the CTS paper approved by the respective bank, all the security features
within the paper are verified as per quality check standards.
Personalisation of cheques:
(i) Visual Inspection: The print quality and personalization details are evaluated on stationery.
(ii) MICR Validation: The ink strength is checked through MICR qualifier instrument.
(iii) Security Feature Verification: Sample-based verification is performed of security features such as UV, MICR reading,
cheque dimensions, Rupee symbol, and microliter.
(iv) Binding: Validation of sheet sequence and material issued as per customer/product requirements is undertaken.
(v) Packing: Assessment of packaging to ensure adequate protection of the card during shipping and handling is
completed.
Tax Stamps
Our process and quality systems are independently managed by a dedicated quality department that oversees adherence to
product specifications and timely customer delivery. We follow a process-oriented approach to quality and are committed to
maintaining industry-recognized standards across all our operations. We are certified and accredited with ISO 9001:2015, ISO
14001:2015, ISO 45001:2018, ISO 27001:2022, ISO 14298:2021, CMMI Level 3, ASPA, IOTA, ITSA, HSSMS, CERT-IN
(CMS Android application, CMS IOS Application and CMS Web Application), and IBA. At our manufacturing facilities, we
implement quality controls plans and conduct final inspections to ensure that the products meet all customer specifications and
quality standards. Quality control starts with inspecting raw materials received from the vendors, continues with in-process
quality checks at various manufacturing stages, and concludes with final inspections prior to dispatch. Our quality assurance
team conducts regular internal audits to verify consistent adherence to defined processes and quality benchmarks. The quality
assurance team collaborates closely with the internal R&D team to introduce new control measures and inspection systems for
any new product development.
Awards and Accreditations
Key accreditations and certifications we have received include:
• Security printer for empanelment by member banks for printing of MICR instruments
• Payment card industry card production and provisioning security requirements by Mastercard
• Payment card industry data security standards (which is currently under renewal)
• Management of information security system applicable to manufacture and personalization of security banking cards
-ISO 27001:2022
• Certificate of compliance with ROHS
• Maturity level 5 of CMMI service V3.o (CMMI-SVC)
• Software (Applet) approval from NPCI
• Payment card industry card production and provisioning security requirements compliance
• Rupay card quality and security standards
• Informational technology service management system standard ISO/IEC 20000-1:2018
• Business continuity management system standard ISO 22301: 2019
• Occupational health and safety management system standard ISO 45001:2018
• Quality management systems standard ISO 9001:2015
• Environmental management system standard ISO 14001:2015
• Master Card Certificate Quality Management – State of Quality Certification for cards quality testing
298Key awards we have received include:
• Award for Leading HR Practices in Quality of Work Life at Asia Pacific HRM Congress Awards 2025.
• Award for Talent Management at Asia Pacific HRM Congress Awards 2025
• Organisation with Highest Quality Orientation by Asian Leadership Awards 2025
• Award for Best HR Strategy in line with Business by Asian Leadership Awards 2025
• Best Payment Card Solution Provider award at Indian Banking Summit and Awards in 2025
• BFSI Best Brands Award by Economic Times Edge and the Times Group in 2024, in recognition of our service in the
BFSI industry, quality of work and seamless end-to-end service.
• Appreciation award received from Evolis for Invaluable Contribution and Partnership for 2023 – 2024.
• Partner Appreciation award received from Evolis for Continued Loyalty and Partnership for 2021 -2022.
• Award received at the India Manufacturing Excellence Awards 2018 for the efforts taken by the plant and its personnel
in enhancing Manufacturing and Supply Chain Excellence by Frost & Sullivan.
• Recognized by Smart Card EXPO in 2018.
• Recognized as the Best Banking Card Service provider of the Year at the 5th Payment and Cards Summit, 2017 by
Payments & Cards Awards.
• Best Banking Card Service Provider award at the Customer FEST Show in 2016, in recognition of our card quality,
timely delivery, and comprehensive end-to-end services by Payments & Cards Awards.
For details, see “History and Certain Corporate Matters – Key Awards, Accreditations and Recognitions” on page 310.
Research and Development
The Manipal Group has a centralized R&D division, which serves multiple businesses across within the group. We leverage
this R&D division for our product development and innovation. As of June 30, 2025, the Manipal Group has engaged 20
personnel who are focused on R&D activities for our Company. The Manipal Group's R&D division has been recognized by
the Department of Science and Industrial Research, Government of India, as an in-house R&D centre.
We undertake extensive R&D initiatives towards improving our existing offerings and enhancing the variety of products and
services that we are able to offer. Ideas that derive from R&D are applied across functions such as improvement, product
improvement and development, and automation. Through our innovation and continuous efforts at providing differentiated
offerings, we have introduced products such as metal cards, LED payment cards, and wearables. We are engaged in developing
biometric cards.
Human Resources
As of June 30, 2025, we had 1,823 permanent employees and 1,973 sub-contracted employees. The following table provides
information about our permanent employees, as of June 30, 2025:
Particulars Number
Accounts 20
Human Resource and Administration 40
IT 70
Sales and Marketing 116
Operations 1,554
Research and Development 20
Corporate 3
Total 1,823
In addition, we have appointed seven organizations as consultants for our international operations as of June 30, 2025, who are
based in Sri Lanka, Nepal, Kazakhstan, Singapore, Tanzania, Bolivia and the UK. Our human resource practices are aimed at
recruiting talented individuals, ensuring continuous development and addressing their grievances, if any, in a timely manner.
We schedule learning and development programs for our employees. We believe in promoting leadership and bringing in new
talent while creating opportunities. We train our employees in our manufacturing operations, including machine utilization,
physical security, security and information technology awareness, information security, operations flow, quality management
299and privacy. Our human resource department continuously focuses on employee engagement and motivation, which further
helps in achieving the strategic objectives of the organization. Additionally, we have a policy that allows employees to provide
suggestions for continuous improvement. In the event of any grievances, we have a grievance redressal system in place to
ensure that concerns are addressed and resolved in a timely and effective manner.
Our employees are not unionised into any labour or workers’ unions and have not experienced any major work stoppages due
to labour disputes or cessation of work in the last three Fiscals and the three months ended June 30, 2025.
Set forth below are the details of statutory dues paid by us in the relevant period, in accordance with statutory law/obligation:
Particulars For the three months ended June 30, 2025
Total Amount Paid (₹ million)
EPF 26.14
ESIC 1.93
Labour Welfare Fund 0.02
Goods and Service tax 532.12
Professional Tax 0.67
Tax Deducted at Source 53.96
Total 614.84
Health and Employee Safety
We endeavour to adhere to laws and regulations relating to protection of health and employee safety. We carry out our activities
while following appropriate standards of work safety and our working conditions seek to promote a healthy and safe work
environment. We have taken initiatives to reduce the risk of accidents and prevent environmental pollution at our manufacturing
facilities, including: (i) ensuring training of our employees to increase safety awareness ; (ii) providing physical safety training
on the adoption of safe working methods and awareness programs on employee safety and environment to all employees,
including training on machines and other operations, and other procedures to deal with emergencies; (iii) implementing regular
employee safety audits, management review and periodic employee safety meetings; and (iv) conducting periodic emergency
mock drills in our facilities.
Environmental, Social and Governance
We place emphasis on our environmental, social and governance (“ESG”) initiatives. The following are some of our key ESG
initiatives:
• We have taken steps towards conservation of energy. These include conversion of most of our lights to LED, use of
recycled PVC, reduction in the usage of paper, and adopting electrical energy saving mechanisms such as inverter air
conditions with environment friendly cooling gas, and LED bulbs. We have also received ISO 9001:2015 – Quality
Management System, ISO 14001:2015 – Environmental Management System, and ISO 45001:2018 – Occupational
Health and Safety Management System.
• We have established policies and ethical standards that promote diversity, equity and inclusivity within our
organization. Our aim is to cultivate a work environment where employees are aware of social and environmental
issues including measures for good environmental management practises and business opportunities. We encourage
them to volunteer to help communities and behave in accordance with our core values. To encourage open
communication, our employees can share their valuable suggestions and thoughts towards green environment for
sustainable future through e-mails.
• We also focus on governance in relation to information security. We undergo regular data localization audits to assess
our adherence to data localization requirements mandated by regulatory authorities such as the RBI and the NPCI.
These audits evaluate our compliance with guidelines outlined in relevant circulars and directives issued by regulatory
bodies.
• We are also certified under the Payment Card Industry Data Security Standard for securing payment card data.
Compliance with these standards is a fundamental aspect of our data protection strategy, ensuring that security controls
are in place to mitigate risks associated with payment card transactions. Additionally, we adhere to the Payment Card
Industry Professional standards, which dictate the expertise and competencies required of our personnel in securely
managing payment card data. By ensuring that our team possesses the requisite skills and knowledge, we reinforce our
commitment to maintaining compliance with industry regulations.
Corporate Social Responsibility
We have constituted a Corporate Social Responsibility ("CSR") Committee and have adopted a CSR policy. Our CSR policy
enables us to identify areas for our CSR activities including inter alia eradication of hunger, poverty, malnutrition, promotion
300of preventive healthcare, sanitation, making available safe drinking water, promotion of education and employment enhancing
vocation skills especially among children, women, elderly and differently abled, promotion of gender equality and empowering
women. We have undertaken our CSR activities through the TMG Sunidhi Foundation Trust. The TMG Sunidhi Foundation
Trust has deployed CSR funds received from our Company for activities such as scholarship to meritorious underprivileged
students, contribution to “Hasta Shilpa” Heritage Museum at Manipal, repair of roads and rainwater drains in the Shivalli
Industrial Area, Manipal, financial assistance to economically backward families for construction and repair of houses, and
support to education institutions for set up of smart classes, infrastructure development, skill development and job orientation
courses.
In the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, we incurred CSR expenses of Nil, ₹ 22.11 million,
₹ 7.59 million and ₹ 4.36 million, respectively.
Intellectual Property
We have developed payment applications which allow us to be certified by various payment networks. We are among the first
few payment card manufacturers to adopt this capability. We are one of the leading metal card manufacturers in India holding
a patent for metal cards manufacturing, as of March 31, 2025. (Source: F&S Report) As of the date of this Updated Draft Red
Herring Prospectus – I, we held patents in India, Nigeria, South Africa and the United States of America. As of the date of this
Updated Draft Red Herring Prospectus – I, we have 12 registered trademarks under the Trademarks Act under various classes.
We have filed an application with the Registrar of Trademarks to register certain others trademarks including our new logo
. Also see “Risk Factors – Our intellectual property rights may be difficult to enforce and protect, which could
enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive
advantages.”
Competition
The global payment cards manufacturing domain is driven by technological advancements, security needs, customization
demands, sustainability efforts, strategic expansions, regulatory compliance, and superior customer service. Leading companies
are continuously innovating to maintain their competitive edge and meet the dynamic needs of the global market. (Source: F&S
Report)
Thales, Idemia, G+D, CPI Card Group, Austria Card, Goldpac, Eastcompeace, Hengbao, Tianyu Inform Industry, and XH
Smart Tech, are some of the top ranked payment card manufacturers globally in addition to our Company. (Source: F&S Report)
In India, some of the other key cards manufacturers include Seshaasai, Idemia, G+D, Kl Hitech, among others. (Source: F&S
Report) For more information on operational benchmarking and financial benchmarking, see “Industry Overview – Competitive
Landscape” on page 240.
Insurance
We maintain insurance cover for our properties, including protection from fire, all industrial risk, burglary and machinery
breakdown. In addition, we maintain insurance to cover various risks during the transit of goods domestic and overseas.
Information regarding our insurance policies as of the date of this UDRHP - I is set forth below:
Name of the insurance Type of the insurance policy Tenure of insurance Value of insurance
policy (in months) (in ₹ million)
Industrial all risk insurance IAR (Industrial All Risk) policy (including fire 12 16,075.74
policy asset, fire loss of profit and machinery breakdown)
Vehicle package policy Vehicles 12 3.09
Erection all risk insurance Machine erection all risk policy 2-3 63.09
Office and professional Business package insurance policy 12 19.29
establishment protector
insurance policy
Fire-floater stock policy Fire-floater stock policy 12 1,845.00
Burglary policy Burglary policy 12 3,595.00
Contractor All Risk Insurance Project Policy 4 150.00
Flexi property protector
Flexi property protector 12 1.58
policy
For further information on risks related to our insurance policies, see “Risk Factors – Our insurance cover may not be adequate
or we may incur uninsured losses or losses in excess of our insurance coverage which could adversely affect our results of
operations and financial condition.” on page 67.
Properties
301Our Registered and Corporate Office is located at Udayavani Building, Udayavani Road, Manipal - 576 104, Karnataka, India.
Information regarding our other properties is set forth below:
Location Address Owned/ Lessor Leased from Area Valid
Leased Related Party Upto
Cards (manufacturing and personalisation) and Cheques
Manipal, Karnataka - Plot No.22-A, situated Owned NA NA 41,441 square feet NA
Personalisation bureau at Shivally Industrial
and manufacturing Area, Manipal 576 104,
facility of base cards Karnataka
Manipal Karnataka - Survey No 52/3C & Leased MMNL Yes The main building - March
Manufacturing facility 52/7, Udayavani Road, Ground Floor (17,400 31, 2030
for cards and printing Near Udayavani square feet), First
facility for cheques Building, Manipal 576 Floor (28, 680 square
104 feet) and Second floor
22,680) square feet.
Opposite the main
building there is a
second structure
covering 18,000
square feet alongside
7000 square feet
Navi Mumbai, Plot No. D-197, T.T.C. Leased Immense No Built area on the Decembe
Maharashtra - Industrial Area, MIDC, Infrastructure ground and first floor r 31,
Personalisation bureau Navi Mumbai, Navi Private Limited of 9,472 square feet 2026
Mumbai
Chennai, Tamil Nadu - Plot No. AC1, 3rd Leased Flotherm No 41,029 square feet March 7,
Personalisation bureau Street, SIDCO Engineers Private plot and 2 floor 2034
and cheque printing Industrial estate, Limited building of 139 square
facility Tirumudivakam, metres
Chennai - 602109,
Tamil Nadu.
Noida, Uttar Pradesh- Plot No. B 29 Sector 85, Leased Jaipuria Decor No 52,700 square feet January
Personalisation bureau Noida Private Limited 31, 2033
and cheque printing
facility
Navi Mumbai, Plot D-222, 48 & 49 the Leased Arvind Kumar No 12,917 square feet March
Maharashtra - Cheque TTC Industrial Area, Aggarwal 15, 2028
printing facility MIDC, Nerul, Navi
Mumbai
Howrah, West Bengal - Belvedere Mill, Mouza Leased Bengal No Total area of 22,500 Decembe
Cheque printing facility Sankrail, Khatian Investments square feet with a built r 31,
No.3462, J L No.020, Limited up area of not less than 2028
Thana Sankrail, 16,300 square feet
Domjur, District including 250 square
Howrah 711313, West feet
Bengal
Smart Tagging and IoT Division
Manipal, Karnataka 16-338, Tile Factory Leased The Canara Land No 15,562 square feet February
Road, Opposite Hotel Investments 28, 2026
Manohar Bhavan, Near Limited
Udayavani Building,
Manipal 576 104
Manipal, Karnataka Sy. No.433-1 (Plot No. Leased Baliga Fishnets No 28,804 square feet July 31,
17, KIADB) Shivalli 2029
Industrial area, Shivalli
Village, Manipal,
Karnataka.
302Location Address Owned/ Lessor Leased from Area Valid
Leased Related Party Upto
Bengaluru, Karnataka Survey No.41/P1, 3rd Leased Gemini Dyeing No 18,905 square feet October
Main Road, Peenya 1st & Printing Mills 31, 2028
Phase Industrial Area, Private Limited
KIADB Yeshwanthpura
Hobli, Bengaluru North
Taluka, Bengaluru-
560058
Warehouses
Manipal, Karnataka S No 427/1, Shed No: Leased Jayantha Mudara No 3,207 square feet May 31,
Q-SPL-1, Door No 16- Salian 2026
152-47(1) Industrial
Area, ShivallI Village,
Manipal 576 104
Manipal, Karnataka S No 427/1, Shed No B- Leased Jayantha Mudara No 6,635 square feet May 31,
49, D. No. 16-152-47, Salian 2026
Industrial Area, Shivalli
Village, Manipal 576
104
Manipal, Karnataka Suryey Number 433/1 Leased Bhavani Shetty No 1,400 square feet March
D.No-16-50-5C2A, and Kyathi S 31, 2026
Shivalli Industrial Area, Shetty
Manipal, Karnataka
Manipal, Karnataka Survey No.427/1, Shed Leased Smt Rama Tulsi No 4,500 square feet June 30,
No. B-52, Door 16-152- & Ms Rochita M 2026
(52) Industrial Area, P
Shivalli Village,
Manipal 576104
Manipal, Karnataka Suryey Number 433-1 Leased Bhavani Shetty No 8,100 square feet March
D.No 16-150 5D1 near and Kyathi S 31, 2026
Manipal Payment and Shetty
Identity solutions ltd,
Shivalli village, Udupi
Taluk, Manipal
Manipal, Karnataka Sy no 433/1 No. 30E, Leased Geetha Prabhu No 16,830 square feet March
8th Cross, KIADB, 31, 2029
Shivally Industrial
Area, Manipal - 576104
area.
Manipal, Karnataka Sy. No 433/1, Leased Dr. M V No 17,000 square feet January
153A#t,12th Cross Krishnaraja 9, 2026
Road, B6, Industrial (HUF)
Area, Shivally Village,
Manipal 576104
Manipal, Karnataka Plot no 6c, Survey Leased Compack Yes 20,000 square feet April 30,
number 433/1, Shivally Packaging Unit 2027
industrial area, Sivalli
village, Manipal ward,
wand no 17, Manipal
576104, Udupi
Karnataka
For details in relation to risk associated with our properties on leasehold basis, see “Risk Factors – Our Registered and
Corporate Office and a majority of our manufacturing facilities, personalisation bureaus, printing facilities and warehouses
are located on leased premises. We cannot assure you that the lease deeds governing our premises will be renewed upon
expiry or that we will be able to obtain other premises on same or similar commercial terms.” on page 49.
303KEY REGULATIONS AND POLICIES
The following description is a summary of certain sector specific laws, regulations, rules, notifications, circulars and policies
in India, which are applicable to our Company. The information detailed in this section, is based on the current provisions of
applicable statutes, regulations, and/or local legislations, as amended, and are subject to changes or modifications or future
amendments by subsequent legislative, regulatory, administrative or judicial decisions. The information detailed in this section
has been obtained from publications available in the public domain. The descriptions of the regulations disclosed below may
not be exhaustive and are only intended to provide general information to the investors and are neither designed nor intended
to substitute for professional legal advice. For information regarding regulatory approvals obtained by our Company under
applicable laws and regulations, see “Government and Other Approvals” on page 466.
Laws in relation to our business
Factories Act, 1948 (the “Factories Act”)
The Factories Act applies to any premises where 10 or more are working, or were workers on any day of the preceding 12
months, and in any part of which a manufacturing process is carried on with the aid of power, or is ordinarily carried on, or any
premises where at least 20 workers are working, or were working on any day of the preceding 12 months, and in any part where
a manufacturing process is being carried on without the aid of power, or is ordinarily carried on. It ensures the welfare of
workers by regulating various aspects of factory life, including working hours, safety and health, leave and wages. Any violation
of the provision of the Factories Act could result in penalties for both, the occupiers and the 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.
Industries (Development and Regulation) Act, 1951, as amended (the “IDR Act”)
The IDR Act has been liberalized under the New Industrial Policy dated July 24, 1991, and all industrial undertakings are
exempt from licensing except for certain industries, including, among others, all types of electronic aerospace, defence
equipment, ships and other vessels drawn by power. The IDR Act is administered by the Ministry of Industries and Commerce
through the DPIIT. The main objectives of the IDR Act are to empower the Government to take necessary steps for the
development of industries; to regulate the pattern and direction of industrial development; and to control the activities,
performance and results of industrial undertakings in the public interest. The DPIIT is responsible for formulation and
implementation of promotional and developmental measures for growth of the industrial sector.
Legal Metrology Act, 2009 (the “LM Act”)
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 and rules framed thereunder
regulate, inter alia, the labelling and packaging of commodities, verification of weights and measures used, and lists penalties
for offences and compounding of offences under it. The Controller of Legal Metrology Department is the competent authority
to grant the licence under the LM Act.
Any manufacturer dealing with instruments for weights and measuring of goods must procure a license from the state
department under the LM Act. Any non-compliance or violation under the LM Act may result in, inter alia, a monetary penalty
on the manufacturer or seizure of goods or imprisonment in certain cases.
Legal Metrology (Packaged Commodities) Rules, 2011 (the “Packaged Commodities Rules”)
The Packaged Commodities Rules was framed under Section 52(1) and 52(2) (j) and (q) of the Legal Metrology Act and lays
down specific provisions applicable to packages intended for retail sale, whole sale and for export and import. A “pre-packaged
commodity” means a commodity which without the purchaser being present is placed in a package of whatever nature, whether
sealed or not, such that the product contained therein has a pre-determined quantity. The key provisions of the Packaged
Commodities Rules are:
• It is illegal to manufacture, pack, sell, import, distribute, deliver, offer, expose or possess for sale any pre-packaged
commodity unless the package is in such standard quantities or number and bears thereon such declarations and
particulars as prescribed;
• All pre-packaged commodities must conform to the declarations provided thereon as per the requirement of Section
18(1) of the Legal Metrology Act; and
• No pre-packaged commodity shall be packed with error in net quantity beyond the limit prescribed in the first schedule
of the Packaged Commodity Rules.
304The Legal Metrology (National Standards) Rules, 2011 (the "National Standards Rules")
The National Standards Rules was framed under Section 52(1) and (a),(b),(d),(e) of sub-section (2) of the LM Act and laid
down specific regulations that govern the establishment and maintenance of national measurement standards in India. These
rules are designed to ensure uniformity and accuracy in measurements across various sectors, protect consumer interests, and
facilitate fair trade.
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 have to be registered under the shops and establishments
legislations of the state where they are located.
Fire prevention laws
The State legislatures in India have the power to endow the municipalities with the power to implement schemes and perform
functions in relation to matters listed in the 12th Schedule to the Constitution of India, which includes fire prevention and
firefighting services.
Electricity Act, 2003 (“Electricity Act”)
The Electricity Act is the central legislation which covers, amongst others, generation, transmission, distribution, trading, and
use of electricity. It governs the establishment, operation and maintenance of any electricity-generating company and prescribes
technical standards in relation to the connectivity of generating companies with the grid. As per provisions of the Electricity
Act, generating companies are required to establish, operate, and maintain generating stations, sub-stations, tie-lines, and
dedicated transmission lines. Further, pursuant to the Electricity Act, every licensee must supply electricity only through the
installation of a correct meter, after the expiry of two years from the appointed date, in accordance with the regulations as
prescribed by the Central Electricity Authority. The Central and State Electricity Regulatory Commissions, are empowered to
adjudicate upon matters relating to any non-compliance in this regard. Additionally, the Electricity Act levies penalties,
including imprisonment, for tampering with electricity meters and for the use of unauthorized electricity meters.
Foreign Trade (Development and Regulation) Act, 1992 (the “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. 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.
Empanelment by the Indian Banks’ Association (the “IBA”) for security printers for printing magnetic ink character
recognition (MICR) instruments
The Indian Banks’ Association (IBA) is an association of banks in India, which seeks to work towards the proactive growth of
the banking and financial services industry. The association prescribes two non-statutory codes, “Model Code of Conduct for
Direct Selling Agents” for prescribing standards for all persons involved in marketing and distribution of any loan or financial
product of a bank, and the “Fair Practice Code for Credit Card Operations” that enumerates the obligations of a card issuer in
their dealings with individual customers. Additionally, the empanelment of security printers which was being carried out by
RBI was entrusted to the IBA in the year 1997. This scheme also extends to MICR grade paper as well. The IBA issues a list
of empanelled security printers, on fulfilment of certain conditions, including- (i) the printing activities is to be carried out in
the unit for which empanelment is granted; (ii) the security printer shall continue to maintain technical infrastructure after
empanelment is granted; (iii) the rejection rate is maintained below 1%; and (iv) the fee prescribed by the IBA is paid within
the stipulated time.
Foreign Investment Regulations
Foreign Exchange Management Act, 1999 (the “FEMA”)
Foreign investment in India is governed by the provisions of the FEMA, along with the FEMA Rules, regulations and
notifications made by RBI thereunder, and the Consolidated FDI Policy. Under the current Consolidated FDI Policy, foreign
direct investment in manufacturing sector is under automatic route. Further, a manufacturer is permitted to sell its products
manufactured in India through wholesale and/or retail, including through e-commerce, without Government approval. Further,
305in terms of the FEMA Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity
Share capital of our Company on a fully-diluted basis and with effect from April 1, 2020, the total holdings of all FPIs put
together can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%).
Under the present framework, FDI of up to 100% is permitted under the automatic route in our Company. For further details,
see “Restrictions on Foreign Ownership of Indian Securities” on page 521.
Environmental Legislations
The Environment Protection Act, 1986 (the “Environment Protection Act”)
The Environment Protection Act was enacted to act as an “umbrella” legislation designed to provide a framework for
coordination of the activities of various central and state authorities established under previous laws. The Environment
Protection Act authorises the Central Government to protect and improve environment quality, control, and reduce pollution.
The Environment (Protection) Amendment Rules, 2020 provide for regulations on use of membrane-based water purification
system which, if passed, shall be applicable to all filtration based purification or wastewater treatment system, where polymer
based membrane is used and discarded at the end of its life.
Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”)
The Air Act was enacted and designed for the prevention, control and abatement of air pollution and establishes Central and
State pollution control boards for the aforesaid purposes. In accordance with the provisions of the Air Act, any person
establishing or operating an industrial plant in an air pollution control area must apply in a prescribed form and obtain consent
from the state pollution control board prior to commencing any activity.
The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
The Water Act was enacted to provide for the prevention and control of water pollution and the maintaining or restoring of
wholesomeness of water. Further, the Water Act also provides for the establishment of boards with a view to carrying out the
aforesaid purposes for conferring on and assigning to such boards powers and functions relating thereto.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the“Hazardous Waste Rules”)
The objective of the Hazardous Waste Rules is to control the collection, reception, treatment, and storage of hazardous waste.
The Hazardous Waste Rules prescribes for every person who is engaged in generation, treatment, processing, packaging,
storage, transportation, use, collection, destruction, conversion, recycling, offering for sale, transfer, or the like of hazardous
and other wastes to obtain an authorisation from the relevant state pollution control board.
The Public Liability Insurance Act, 1991 (the “PLI Act”)
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. The government by way of a notification has enumerated a list of hazardous substances.
The owner or handler is also required to obtain an insurance policy insuring against liability under the legislation. The rules
made under the PLI Act mandate that the owner has to contribute towards the environmental relief fund a sum equal to the
premium paid on the insurance policies. The amount is payable to the insurer.
Plastic Waste Management Rules, 2016
The Ministry of Environment, Forest and Climate Change published the Plastic Waste Management Rules, 2016 with the aim
of facilitating collection and recycling of plastic waste. It delegates responsibility to the waste generators for waste segregation
and disposal. Plastic Waste Management (Amendment) Rules, 2018 prescribed a central registration system for the registration
of the producer/importer/brand owner. Recently, the government has brought in by way of amendment Plastic Waste
Management Rules, 2022 which incorporates Protocols for compostable and biodegradable plastic materials and would come
into force at a date of their publication in the Official Gazette.
E-Waste (Management) Rules, 2022 (the “E-Waste Rules”)
The E-Waste Rules apply to every manufacturer, producer refurbisher, dismantler and recycler involved in manufacture, sale,
transfer, purchase, refurbishing, dismantling, recycling and processing of e-waste or electrical and electronic equipment as
classified under the E-Waste Rules, including their components, consumables, parts and spares which make the product
operational. The E-Waste Rules mandate that a manufacturer must register in the portal created by Central Pollution Control
Board and also submit annual and quarterly returns to the Ministry of Environment, Forest and Climate Change. The rules also
prescribe the procedure for storage of e-waste. In case of violation of any provision of the e-waste rules, the environmental
compensation shall be in accordance with the guidelines Central Pollution Control Board and approved by the Ministry of
Environment, Forest and Climate Change.
306Taxation Laws
Central Goods and Services Tax (GST) Act, 2017 (“CGST Act”)
The Goods and Services Tax (GST) is a unified tax levied jointly by the Central Government and State Governments on the
supply of goods or services or both. It encompasses taxation on intra-state supplies by both the Central and State Governments,
including Union Territories, and on inter-state supplies solely by the Central Government. The GST regime is governed by
several other acts as well such respective State Goods and Services Acts, Union Territory Goods and Services Act, 2017
(UTGST), Integrated Goods and Services Act, 2017 (IGST), Goods and Services (Compensation to States) Act, 2017, and
associated rules. The CGST Act imposes varying penalties depending on the offense. For non-payment or short payment of tax,
a penalty of 10% of the tax due is levied, subject to a minimum of ₹10,000. However, if tax evasion or claiming input tax credit
(ITC) fraudulently is involved, a steeper penalty of 100% of the tax evaded or ITC fraudulently claimed applies, also with a
minimum of ₹10,000. Not filing GST returns is another offense, attracting a penalty that's either ₹10,000 or 10% of the tax due,
whichever is higher.
Income Tax Act, 1961
The Income-tax Act of 1961 applies to all companies, domestic or foreign, whose income is taxable under its provisions,
depending on their residential status and type of income. The Act mandates taxation of residents on global income and non-
residents on income received, accrued, or deemed to have arisen in India. Compliance requirements for companies under the
Income-tax Act include provisions related to tax deduction at source, advance tax, minimum alternative tax, among others. In
2019, an amendment to the Act introduced concessional tax rates for certain domestic companies and new manufacturing
entities.
IT related regulations
The Information Technology Act, 2000 (“IT Act”)
The IT Act has been enacted to provide legal recognition for transactions carried out by means of electronic data interchange
and other means of electronic communication. Additionally, the IT Act also provides for civil and criminal liabilities including
fines and imprisonment in case of infringements. These include offences relating to unauthorized access to computer systems.
It creates liability for failure to protect sensitive personal data and gives protection to intermediaries in respect of third party
information liability.
The Department of Information and Technology under the Ministry of Communications & Information Technology,
Government of India, has notified the Information Technology (Reasonable Security Practices and Procedures and Sensitive
personal Data or Information) Rules 2011 (“Data Privacy Rules”) which give directions for the collection, disclosure, transfer
and protection of sensitive personal data by a body corporate or any person acting on behalf of a body corporate. The Data
Privacy Rules also require the body corporate to provide a privacy policy for handling and dealing on personal information,
including sensitive personal data. According to the Data Privacy Rule, the sensitive personal data shall not be disclosed by the
body corporate to any third party without obtaining prior permission from the provider.
Further, the Digital Personal Data Protection Act, 2023 (“Data Protection Act”), which will come into force by notification in
the Official Gazette, seeks to create a framework for implementing organisational and technical measures in processing personal
data. The Data Protection Act places responsibility on Data Fiduciaries (i.e., any person who alone or in conjunction with other
person determines the purpose and means of processing of personal data) for maintaining security safeguards, intimating data
breaches and appointing data protection officer to address grievances.
Other regulations
In addition to the above, our Company is required to comply with the provisions of the Companies Act, FEMA, and other
applicable circulars and notifications, labour laws, additional tax related legislations and other applicable statutes for its day-
to-day operations.
307HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as “MCT Cards & Technology Private Limited” on February 19, 2008, at Karnataka, India, as
a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Assistant
Registrar, Registrar of Companies, Karnataka, at Bengaluru (“RoC”). Subsequently, our Company was converted into a public
limited company pursuant to a resolution passed by our Board dated November 24, 2023 and a special resolution passed by the
Shareholders on November 30, 2023, consequent to which the name of our Company was changed to “MCT Cards &
Technology Limited”, and a fresh certificate of incorporation dated June 28, 2024 was issued by the Registrar of Companies,
Central Processing Centre, Manesar, Gurugram, Haryana. Thereafter, the name of our company was changed to our present
name, “Manipal Payment and Identity Solutions Limited”, pursuant to a resolution passed by our Board dated May 13, 2024,
and special resolution passed by our Shareholders on July 22, 2024. A fresh certificate of incorporation dated August 23, 2024
was issued by the Registrar of Companies, Central Processing Centre, Manesar, Gurugram, Haryana, upon change of our name.
Changes in Registered Office
Our Registered Office is situated at Udayavani Building, Press Corner, Manipal 576104, Karnataka, India.
There has been no change in the registered office of our Company since the date of incorporation.
Main objects of our Company
The main objects in the Memorandum of Association of our Company are as disclosed below:
1. “To carry on the business of manufacture, sale, purchase, import, export and processing of all types of Plastic cards,
including Smart cards, ATM Cards, Debit/Credit cards for Banks and Financial Institutions, Membership cards, Loyalty
cards, Gift cards, Chip embedded cards (Contact and Contactless), Chip embedded smart cards (Contact and Contactless),
RFID Based Cards, Insurance/Health cards, Printed plastic cards, SIM Cards, Plastic scratch off cards and any form of
Cards.
2. To carry on the business of printing of cards including prepaid cards, labels, courier way bills, holograms, cheques, drafts,
dividend warrants and such other security printing products / packaging materials, by using various technologies like
Offset, Web, digital, die stamping, hot stamping, lithography, type-setting, stereotypes, electrotypers, photographic
printers, engravers, die-sinkers, book binders, designers, draughtsman and such other technology emerging from time to
time and to act as sellers / dealers / agents in the materials used in the printing industry such as ink, paper, plates, blankets,
dies and such other articles, things of similar nature, and also to act as sellers / dealers / agents for books, stationeries,
cards and other printed products, secured logistics and provide such other services in relation to the above and to provide
tax stamps, secure labels, holograms, security printed products and traceability solutions and provide such other services
in relation to the above.
3. To engage in, to promote, to take strategic stake in, the business of providing plain, magnetic, smart and other types of
cards, personalization services and other associated, auxiliary, ancillary and derived products and services for various
applications, including, but not limited to, payment, loyalty, identity, access, communication and allied procedures,
products and services of every kind for clients in India and abroad and to engage in, to promote, to take strategic stake in,
the business of providing Card Automation, Card Products and Card Services, including, but not limited to, Technology,
Licenses, Software, ASP (Application Service Provider) products and services.
4. To carry on the business of System Integrator [SI] and Turnkey project implementation/undertaking.
5. To engage and provide services of Switching, Issuance and Acquiring solutions, Transaction processing, Reconciliation,
Authentication, Identification, Analytics, Software developments and Hardware supply, consultancy services and such
other services as may be required in all forms of Digital Payments, Fraud & Risk Management, Anti Money Laundering
Electronic Fund transfer and related services in India & Aboard.
6. Manufacturing and printing of radio frequency identification products and allied services and to manufacture and provide
Self Service Kiosk, Transactional Kiosk, Digital Signage, Card Printing and automation solutions for various Banks,
Financial and Public Financial Institutions, Individuals, firms, commercial enterprises, body corporates, corporations,
Government, semi-government, local, social or other non-government organizations in India and other countries.”
The main objects clause as contained in the Memorandum of Association enables our Company to carry on the business
presently being carried out.
308Amendments to the Memorandum of Association of our Company
The amendments to the Memorandum of Association of our Company in the 10 years immediately preceding the date of this
Updated Draft Red Herring Prospectus – I are as detailed below.
Date of Shareholder’s Nature of amendment
resolution
December 24, 2015 (i) Clause III of the Memorandum of Association was amended by insertion of the following clause III (A)
(3) immediately after clause (III) (A) (2) for an additional object to be pursued by our Company. The
aforesaid object is:
“To carry on the business of System Integrator [SI] and Turnkey project implementation/undertaking”.
(ii) Deletion of other objects clause 1 to 6, i.e., Clause III (C) of the main objects of the Memorandum of
Association.
(iii) Clause IV of the Memorandum of Association was amended by alteration of clause IV, in the following
manner:
“The liability of the member(s) is limited, and this liability is limited to the amount unpaid, if any, on the
shares held by him”.
September 27, 2018 Clause III of the Memorandum of Association was amended by insertion of the following clause III (A) (4)
immediately after clause (III) (A) (3):
“To engage and provide services of Switching, Issuance and Acquiring solutions, Transaction processing,
Reconciliation, Authentication, Identification, Analytics, Software developments and Hardware supply,
consultancy services and such other services as may be required in all forms of Digital Payments, Fraud &
Risk Management, Anti Money Laundering Electronic Fund transfer and related services in India &
Aboard.”
February 15, 2020 Clause III of the Memorandum of Association was amended by insertion of the following clause III (A) (5)
immediately after clause (III) (A) (4):
“Manufacturing and printing of radio frequency identification products and allied services and to
manufacture and provide Self Service Kiosk, Transactional Kiosk, Digital Signage, Card Printing and
automation solutions for various Banks, Financial and Public Financial Institutions, Individuals, firms,
commercial enterprises, body corporates, corporations, Government, semi-government, local, social or
other non-government organizations in India and other countries.”
November 30, 2023 Clause I of the Memorandum of Association was amended to reflect the change in name of our Company
from “MCT Cards & Technology Private Limited” to “MCT Cards & Technology Limited”, pursuant to the
conversion of our Company from a private limited company to a public limited company.
March 18, 2024 Clause III of the Memorandum of Association was amended by insertion of the following clause III (A) (2)
immediately after clause (III)(A)(1), the other clauses of clause III were re-numbered accordingly:
“To carry on the business of printing of cards including prepaid cards, labels, courier way bills, holograms,
cheques, drafts, dividend warrants and such other security printing products / packaging materials, by using
various technologies like Offset, Web, digital, die stamping, hot stamping, lithography, type-setting,
stereotypes, electrotypers, photographic printers, engravers, die-sinkers, book binders, designers,
draughtsman and such other technology emerging from time to time and to act as sellers / dealers / agents
in the materials used in the printing industry such as ink, paper, plates, blankets, dies and such other articles,
things of similar nature, and also to act as sellers / dealers / agents for books, stationeries, cards and other
printed products, secured logistics and provide such other services in relation to the above”.
May 15, 2024 Existing clause V of the Memorandum of Association was replaced with the following to amend the
authorised share capital of the Company, pursuant to split of one equity share of ₹ 10 each to one equity
share of ₹ 2 each
“V. The Authorized Share Capital of the Company is Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided
into 25,00,00,000 (Twenty Five Crores) Equity Shares of Rs. 2/- each.”
July 22, 2024 Clause I of the MoA was amended to reflect the change in name of our Company from “MCT Cards &
Technology Limited” to “Manipal Payment and Identity Solutions Limited”.
March 28, 2025 Clause III (A) (2) of the Memorandum of Association was amended to include the objects pertaining to the
smart tagging and internet of things solutions, and reads as follows:
“To carry on the business of printing of cards including prepaid cards, labels, courier way bills, holograms,
cheques, drafts, dividend warrants and such other security printing products / packaging materials, by using
309Date of Shareholder’s Nature of amendment
resolution
various technologies like Offset, Web, digital, die stamping, hot stamping, lithography, type-setting,
stereotypes, electrotypers, photographic printers, engravers, die-sinkers, book binders, designers,
draughtsman and such other technology emerging from time to time and to act as sellers / dealers / agents
in the materials used in the printing industry such as ink, paper, plates, blankets, dies and such other articles,
things of similar nature, and also to act as sellers / dealers / agents for books, stationeries, cards and other
printed products, secured logistics and provide such other services in relation to the above and to provide
tax stamps, secure labels, holograms, security printed products and traceability solutions and provide such
other services in relation to the above.”
Major Events and milestones
The table below sets forth some of the major events in the history of our Company:
Calendar year Event
2009 Commenced offering magstripe cards.
2013 Commenced offering chip-embedded cards.
2014 Commenced exporting of license cards outside the South Asian Association for Regional Cooperation regions.
2016 Commenced offering instant issuance solutions through offering account opening kiosks and debit card printing
kiosks.
Commenced offering contactless chip cards.
2017 Received certificate of compliance from National Payments Corporation of India and RuPay Compliance Program
Board for card manufacturing, card embossing, card mailing, chip personalisation – contact, chip personalisation –
contactless, antennae etching, magnetic stripe encoding, chip data preparation and chip embedding at our Company’s
facility in Manipal.
2019 Introduced offering of polycarbonate specification based smart cards for driving licences.
Selected as a successful bidder and commenced supplying smart cards (with polycarbonate based specification) for
driving licenses and registration certificates to a government transport department.
2020 Commenced offering radio-frequency identification (RFID) based tags for tolls and fastags.
2022 Received patent for a dual interface smart card with metal face layer and manufacturing method thereof.
Commenced offering Rupay metal cards.
Selected as successful bidder and commenced supplying identification cards to a government identity authority.
Commenced supplying polycarbonate card based driving licenses and registration certificates to the Transport
Department, Chhattisgarh.
2023 Commenced offering rPVC cards.
Commenced offering RuPay on the go smart payment key fobs.
Commenced supplying driving licenses and registration certificates to the Transport Commissioner Office,
Maharashtra.
2024 Acquired the VDP Division of Manipal Technologies Limited on a going concern basis and by means of a slump sale.
The acquisition of the VDP Division has been undertaken by our Company with an effective date of March 31, 2024.
Received ISO 14298:2021 central bank level certification for “Management of Security Printing Processes” from
Intergraf basis audit conducted by VPGI Certification B.V., The Hague, Netherlands.
Commenced offering LED DI cards.
Received approval from National Payments Corporation of India, RuPay Compliance Program Board and Mastercard
Global Vendor Certification Program for card personalisation at our Company’s facility in Chennai.
Received approval from National Payments Corporation of India, RuPay Compliance Program Board and Mastercard
Global Vendor Certification Program for card personalisation at our Company’s facility in Noida.
2025 Acquired the revenue assurance business of MTL, including the smart tagging and internet of things solutions, along
with holograms, coated products, and other security printed products business of MTL, on a going concern basis and
by means of a slump sale. This acquisition has been undertaken by our Company with effective date of April 1, 2025.
Received approval from National Payments Corporation of India, RuPay Compliance Program Board and Mastercard
Global Vendor Certification Program for card manufacturing and chip embedding at our Company’s facility in
Manipal.
Received approval from a global card network for use of rPVC-100% cards for magnetic stripe and dual interface
configurations.
Key Awards, Accreditations and Recognitions
The table below sets forth certain key awards, accreditations, certifications and recognitions received by our Company:
Calendar Award/ Certification/ Recognition
year
2016 Awarded the “Best Banking Card Service Provider” by KamiKaze B2B Media.
2017 Awarded the “Best Banking Card Services Provider of the Year” at the 5th Payments & Cards Summit by KamiKaze B2B
Media.
2018 Received a “Memento of Appreciation” during Smart Cards Expo with Internet of Things India Expo from Messe München.
Awarded the “Siver Certificate of Merit” at the India Manufacturing Excellence Awards 2018, by Frost & Sullivan.
310Calendar Award/ Certification/ Recognition
year
2022 Received the “Partner Appreciation Award 2021-2022” for “continued loyalty and partnership” by Evolis India.
2024 Received the “Appreciation Award 2023-2024” for “Invaluable Contribution and Partnership 2023-24” by Evolis.
Awarded as the “BFSI Best Brands 2024” by Economic Times Edge and The Times Group.
2025 Awarded the “Best Payment Card Solution Provider” at the India Banking Summit & Awards 2025.
Received “Organisation with Highest Quality Orientation” award at Asian Leadership Awards, Dubai.
Received “Award for Best HR Strategy in Line with Business” at Asian Leadership Awards, Dubai.
Received “Award for Talent Management” at Asia Pacific HRM Congress Awards.
Received “Award for Leading HR Practices in Quality of Work Life” at Asia Pacific HRM Congress Awards.
Significant financial and strategic partners
Our Company does not have any significant financial and strategic partners as on the date of this Updated Draft Red Herring
Prospectus – I.
Time and cost overruns
Our Company has not experienced any instances of time and cost overruns in respect of our business operations, as of the date
of this Updated Draft Red Herring Prospectus – I.
Capacity/ facility creation, location of plants
For details regarding capacity build-up, location of our manufacturing facilities, see “Our Business – Business Operations –
Manufacturing Facilities” on page 286.
Launch of key products or services, entry in new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing markets,
see “Our Business – Business Operations – Products and Services” on page 276.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
Our Company has not defaulted on repayment of any loan availed from any banks or financial institutions. There has been no
rescheduling/ restructuring of borrowings with financial institutions/ banks in respect of our Company’s borrowings. For details
regarding the Non-convertible Debentures issued by our Company, see “Financial Indebtedness” on page 456.
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years
Our Company has not undertaken any divestments of any business/undertaking, or any merger, amalgamation or any revaluation
of assets in the 10 years preceding the date of this Updated Draft Red Herring Prospectus – I. Further, except as disclosed
below, our Company has not made any material acquisitions of any business/undertaking in the 10 years preceding the date of
this Updated Draft Red Herring Prospectus – I:
1. The business transfer agreement dated April 30, 2024, entered between, one of our Promoters, Manipal Technologies
Limited (“MTL” or the “Seller”) and our Company (the “VDP Division BTA”).
Pursuant to the VDP Division BTA, our Company has purchased the business of variable data print and secure logistics
division of MTL (the “VDP Division”), on a going concern basis, by means of a slump sale with effect from March 31,
2024, at a purchase consideration of ₹ 550.00 million.
The VDP Division comprises of business relating to, inter alia, printing of cheques, personalised customer communications
or statements, government identity, insurance policy booklets, and secure logistics. Additionally, the BTA envisaged and
included the acquisition by our Company of assets belonging to the VDP Division comprising of property, plant and
equipment (excluding land and building), trade receivables and inventories, the liabilities of VDP Division (comprising
trade payables, advance from customers and provision for liability in respect of gratuity fund), business expertise of the
VDP Division, business contracts relating to the VDP Division, employees of the VDP Division, licenses and approvals,
business records of the VDP Division and rights to any security deposit or prepaid expenses or other amounts deposited
related to the VDP Division.
Additional details of the VDP Division BTA, have been provided below:
Relationship of the Promoters or Directors with the Seller: As on the date of this Updated Draft Red Herring Prospectus
– I, the Seller (MTL) is one of the Promoters of our Company and holds 139,302,995 Equity Shares, aggregating to 62.10%
of the pre-Offer issued, fully diluted paid-up and subscribed Equity Share capital of our Company, on a fully diluted basis,
311which includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri
Abhay Gupte), Shirva Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara
Dayananda Kamath, as the registered owner of such Equity Shares of face value of ₹ 2 each, in relation to which Manipal
Technologies Limited is the beneficial owner. Our Promoters, Manipal Media Network Limited and Tridevita Family Trust
– 2017, are also the promoters of MTL. Our Directors, Tonse Gautham Pai, Abhay Anant Gupte and Padmaja Shailen
Ruparel, hold directorships in MTL. Further, Abhay Anant Gupte is also the chief executive officer of MTL. For details,
see “Our Management – Interest of our Directors” on page 325.
Summarized Information about Valuation: Our Company had availed a valuation report issued by a valuer registered
with the Insolvency and Bankruptcy Board of India, for the determination of the fair market value of the VDP Division,
under section 50B of the Income-tax Act read with rule 11UAE of the Income Tax Rules, on May 24, 2024, in relation to
purchase of VDP Division on a going concern basis, by means of a slump sale. As per the report issued by the valuer, the
fair market value of the VDP Division was ₹ 550.00 million.
Effective Date of Transaction: The effective date of transaction is March 31, 2024.
2. The business transfer agreement dated April 1, 2025, entered between, one of our Promoters, Manipal Technologies
Limited (“MTL” or the “Seller”) and our Company (the “Revenue Assurance BTA”).
Pursuant to the Revenue Assurance BTA, our Company has purchased the revenue assurance business of MTL (the
“Revenue Assurance Business”), on a going concern basis, by means of a slump sale with effect from April 1, 2025, at a
purchase consideration of ₹ 3,600.00 million.
The Revenue Assurance Business comprises of the business of, inter alia, printing of tax stamps, holograms and thermal
rolls and providing authentication and traceability solutions and all aspects constituting the said business such as business
contracts, Revenue Assurance Business employees and other policies exclusively related to the Revenue Assurance
Business and additionally, smart tagging and internet of things solutions, along with holograms, coated products, and other
security printed products business. Further, the Revenue Assurance BTA envisaged and included the acquisition by our
Company of assets belonging to the Revenue Assurance Business comprising of plant, equipment, trade receivables and
inventories, the liabilities of the Revenue Assurance Business (comprising trade payables), business expertise of the
Revenue Assurance Business, business contracts relating to the Revenue Assurance Business, employees of the Revenue
Assurance Business, licenses and approvals, business records of the Revenue Assurance Business and rights to any security
deposit or prepaid expenses or other amounts deposited related to the Revenue Assurance Business.
Additional details of the Revenue Assurance BTA, have been provided below:
Relationship of the Promoters or Directors with the Seller: As on the date of this Updated Draft Red Herring Prospectus
– I, the Seller (MTL) is one of the Promoters of our Company and holds 139,302,995 Equity Shares, aggregating to 62.10%
of the issued, fully diluted paid-up and subscribed Equity Share capital of our Company, on a fully diluted basis, which
includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay
Gupte), Shirva Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda
Kamath, as the registered owner of such Equity Shares of face value of ₹ 2 each, in relation to which Manipal Technologies
Limited is the beneficial owner. Our Promoters, Manipal Media Network Limited and Tridevita Family Trust – 2017, are
the promoters of MTL. Our Directors, Tonse Gautham Pai, Abhay Anant Gupte and Padmaja Shailen Ruparel, hold
directorships in MTL. Further, Abhay Anant Gupte is also the chief executive officer of MTL. For details, see “Our
Management – Interest of our Directors” on page 325.
Summarized Information about Valuation: Our Company had availed a valuation report issued by a valuer registered
with the Insolvency and Bankruptcy Board of India, for the determination of the fair market value of the Revenue Assurance
Business, on May 26, 2025, in relation to purchase of Revenue Assurance Business on a going concern basis, by means of
a slump sale. As per the report issued by the valuer, the fair market value of the Revenue Assurance Business was ₹
3,600.00 million.
Effective Date of Transaction: The effective date of transaction is April 1, 2025.
Details of subsisting key agreements, inter-se agreements and shareholders’ agreements
Except as disclosed below, our Company does not have any subsisting shareholders’ agreements among our Shareholders vis-
a-vis our Company. Other than as disclosed in this Updated Draft Red Herring Prospectus – I, as of the date of this Updated
Draft Red Herring Prospectus – I, there are no arrangements or agreements, deeds of assignment, acquisition agreements,
shareholders’ agreements, inter se agreements, any agreements between our Company, the Promoters, and the Shareholders,
agreements of like nature and clauses or covenants in relation to the securities of our Company which are material to our
Company, and which are required to be disclosed, or the non-disclosure of which may have a bearing on the investment decision
of prospective investors in the Offer. Further, as of the date of this Updated Draft Red Herring Prospectus – I, there are no other
clauses/ covenants that are adverse or prejudicial to the interest of the minority and public shareholders of our Company.
312Shareholders’ Agreement
The amended and restated shareholders’ agreement dated June 20, 2025 (the “SHA”), read with waiver cum amendment
agreement dated June 20, 2025 (the “Amendment Agreement”), entered amongst our Company, Manipal Technologies
Limited (“MTL”), Touchstone Capital Limited (in its capacity as an investment manager of Touchstone Trust Scheme IV)
(“Touchstone”), Mukul Agrawal along with certain individuals and entities identified as the “MA Group” in the SHA,
Alchemy Capital Management Private Limited along with certain individuals and entities identified as the “LS Group” in
the SHA, India SME Investments Fund II along with certain individuals and entities identified as “India SME Group” in
the SHA, Think Investments PCC (hereinafter referred to as the “Think Investments”), Nuvama Crossover Opportunities
Fund – Series III, Nuvama Crossover Opportunities Fund – Series IIIA, Nuvama Crossover Opportunities Fund – Series
IIIB and Nuvama Crossover Opportunities Fund – Series 4A and Amicus Capital Partners India Fund II (“Amicus”) along
with certain individuals identified as the “AC Co-Investors” in the SHA. (The MA Group, LS Group, India SME Group and
Think Investments are hereinafter collectively referred to as the “Existing Investors”, Nuvama Crossover Opportunities
Fund – Series III, Nuvama Crossover Opportunities Fund – Series IIIA, Nuvama Crossover Opportunities Fund – Series
IIIB and Nuvama Crossover Opportunities Fund – Series 4A are hereinafter collectively referred to as the “Nuvama
Investors”. Amicus and the AC Co-Investors are collectively referred to as the “Amicus Group”.).
In terms of the SHA, the board of directors of our Company shall be appointed in accordance with the provisions of the
Companies Act, 2013, and SEBI Listing Regulations. Further, in terms of the SHA, upon the occurrence of an event of default
as defined under the SHA, the Nuvama Investors, Touchstone and Existing Investors (acting jointly) and Amicus Group would
have the right (but not the obligation) to nominate up to 1 (one) director each, and such directors would be non-executive
directors (unless agreed to otherwise, as the case may be, in writing). However, such right is only available if the Nuvama
Investors or Touchstone (in its individual capacity), or the Existing Investors (collectively), or Amicus Group (as applicable)
hold Equity Securities constituting at least 2% (two percent) of the share capital of our Company (on a fully diluted basis) (the
“Fall Away Threshold”). The Nuvama Investors, Touchstone, Existing Investors (acting jointly) and Amicus Group may each
nominate an observer on the Board and Board committees, so long as such Nuvama Investors or Touchstone (each in their
individual capacity), or the Existing Investors (acting jointly), or Amicus Group, respectively hold Equity Securities equal to
or more than the Fall Away Threshold. Additionally, once a nominee director is appointed by the Nuvama Investors or
Touchstone or the Existing Investors or Amicus Group, such nominee directors’ presence will be required to constitute a valid
quorum of the board meetings of our Company. MTL, Nuvama Investor, Touchstone, Existing Investors (acting jointly) and/or
Amicus Group have the right to nominate such number of members to a committee as would be in the same proportion as the
directors nominated to the Board by MTL, Nuvama Investors, Touchstone, Existing Investors (acting jointly) and/or Amicus
Group. Upon occurrence of an event of default, the nominee directors of the Nuvama Investors, Touchstone, Existing Investors
and Amicus Group will be entitled to examine the books, accounts and records of our Company, and will have free access, at
all times, to the assets and properties of the Company. Further, in such case, the nominee directors will have the right to request
any information pertaining to the business of our Company.
The SHA confers certain information rights including, inter alia, the right to receive (a) audited financial statements of our
Company for each financial year; (b) copies of minutes of meeting of the board and Shareholders of our Company; (c) details
of any events, occurrences or circumstances, which may have a material impact on our Company or the business; (d) monthly
management information system reports; and (e) details of any actions initiated or threatened against the Company, or any
default or occurrence, to the Nuvama Investors, Touchstone and each of the Existing Investors and Amicus Group.
The SHA also provides for other rights and obligations, including pre-emptive rights and anti-dilution rights in case of further
issuance of share capital by our Company. Further, the SHA provides for certain transfer restrictions, including process for tag
along and drag along rights of Nuvama Investors, Touchstone and the Existing Investors, Amicus Group and Tag Right Holders
respectively.
Further, our Company is required to take the prior written approval of the Nuvama Investors, Existing Investors , Touchstone
and Amicus Group, to approve or take any action or decision relating to certain reserved matters, including, inter alia, (a)
effecting any consolidation or restructuring of our Company; (b) change in control of our Company; (c) amendment or
modification of charter documents of our Company; and (d) amendment or modification of any provision of the approved
employee stock options, provided that, as of such date, the Nuvama Investors or Touchstone (each in their individual capacity),
or the Existing Investors (collectively) or Amicus Group hold Equity Securities equal to or more than the Fall Away Threshold.
Pursuant to the Amendment Agreement, upon consummation of the Offer, the SHA shall automatically terminate and cease to
have any force and effect, without any further corporate action, by our Company or by our Shareholders. Accordingly, none of
the parties to the SHA will have any special rights in under the SHA in relation to our Company post listing of Equity Shares
on the Stock Exchanges.
As on the date of this Updated Draft Red Herring Prospectus – I, the Articles of Association of our Company consists of two
parts, Part A and Part B, which parts, unless the context otherwise requires, will co-exist with each other until listing and
commencement of trading of the Equity Shares of the Company on the Stock Exchanges pursuant to the Offer. Part B of the
Articles provides, inter alia, the rights of certain Shareholders pursuant to the SHA. Further, Part B of the Articles of Association
automatically stand deleted and cease to have effect with effect from date of listing of Equity Shares on the Stock Exchanges.
313Accordingly, from the date of listing of Equity Shares on the Stock Exchanges, no Shareholder shall have any special rights in
our Company under the Articles of Association of our Company.
Other key agreements
1. Brand Equity, Business Promotion and Strategic Services Agreement dated March 30, 2024, between our Company
and Manipal Technologies Limited (“MTL”), read with the addendums dated March 30, 2024 and June 6, 2025 (the
“Manipal Trademark Agreement”).
Pursuant to the Manipal Trademark Agreement, MTL has granted to our Company, a non-exclusive, non-transferable and
revocable right to use certain trademarks, including the mark “The Manipal Group” and variations thereof as set out in the
Manipal Trademark Agreement, and related marks (collectively, the “Manipal Trademarks”), along with certain
marketing indicia of the brand. Zeta Infotech Private Limited (“Zeta”) is the sole and absolute owner of the Manipal
Trademarks. Zeta is one of the members of our Promoter Group, and 99.99% of the shareholding of Zeta is held by one
of our Promoters, namely Tridevita Family Trust – 2017. Zeta has granted MTL the non-exclusive right to use and
sublicense the Manipal Trademarks. By way of an addendum to the Manipal Trademark Agreement dated March 30, 2024,
the rate of royalty and management fee was fixed at 2.75% for Fiscal 2025. However, from Fiscal 2026, our Company is
required to pay royalty and management fee at the rate of 1.75% of the net turnover of our Company, subject to a maximum
aggregate payment of ₹ 400.00 million per financial year.
The agreement may be terminated by MTL, (a) without assigning any reasons, by issuing to our Company a written notice
of 120 days; (b) with written notice, effectively immediately, if (i) our Company attempts to assign its rights or obligations
in violation of the agreement; (ii) our Company disputes the validity or MTL’s usage rights related to the Manipal
Trademarks; (iii) our Company enters into insolvency or dissolution; (iv) our Company breaches the agreement and does
not remedy the breach within a 90-day cure period following notice; (v) the overarching license agreement between Zeta
and MTL is terminated; (vi) MTL ceases to be an affiliated entity of the Promoter Group; or (vii) MTL, at its discretion,
believes that our Company’s conduct is damaging to the reputation of the Manipal Group brand. For details, see “Risk
Factors – We depend on The Manipal Group, including its brand and recognition, for our operations. Any change in
our relationship with The Manipal Group could adversely affect our operations and our ability to retain and expand
our customer base.” on page 46.
2. Deed of corporate guarantee dated March 26, 2024, between our Company and Catalyst Trusteeship Limited (the
“MMNL Corporate Guarantee Deed”).
Pursuant to the MMNL Corporate Guarantee Deed, our Company has provided an unconditional, irrevocable, and
continuing guarantee in favour of Catalyst Trusteeship Limited (acting as debenture trustee, the “Debenture Trustee”),
for the benefit of the holders of up to 5,550 secured, unlisted, unrated, redeemable, transferable, non-convertible debentures
of face value ₹1 million each (the “MMNL NCDs”), issued by one of our Promoters, Manipal Media Network Limited
(“MMNL”), on a private placement basis.
Under the terms of the MMNL Corporate Guarantee Deed, our Company has guaranteed the due and punctual repayment
by MMNL of all amounts outstanding in relation to the borrowings availed by MMNL by issue of the MMNL NCDs (the
“Amount Outstanding”). Further, our Company has undertaken that (a) upon failure by MMNL to pay/ repay any part of
the Amount Outstanding on its due date, our Company shall immediately pay such portion of the Amount Outstanding;
and (b) in case the obligation of our Company becomes unenforceable, our Company will indemnify the debenture holders
and the Debenture Trustee against any cost, loss or liability which they incur as a result of MMNL not paying any portion
of the Amount Outstanding. This guarantee is a continuing guarantee and shall be valid and subsisting until the date on
which the Amount Outstanding has been fully, unconditionally and irrevocably discharged to the satisfaction of the
Debenture Trustee and the debenture holders.
Under the terms of the MMNL Corporate Guarantee Deed, redemption amounts of ₹ 900.00 million, ₹ 1,400.00 million
and ₹ 3,050.00 million are scheduled to be repaid by MMNL on March 31, 2026, September 30, 2026 and March 31, 2027,
respectively. However, MMNL has partly prepaid a portion of the Amount Outstanding and as of the date of this Updated
Draft Red Herring Prospectus – I, an amount of ₹ 3,139.00 million is outstanding to be repaid by MMNL. Our Corporate
Promoters, Manipal Media Network Limited and Manipal Technologies Limited, and certain others have undertaken
composite scheme of amalgamation and arrangement (the “Scheme”) before the National Company Law Tribunal,
Bengaluru (“NCLT”) on October 24, 2024, which was approved by the NCLT vide order dated August 29, 2025. Pursuant
to the Scheme, the remaining balance of the Amount Outstanding shall be paid by one of our Corporate Promoters, Manipal
Technologies Limited.
For details, see “Risk Factors – Certain Equity Shares held by Manipal Technologies Limited in our Company have
been pledged in favour of Catalyst Trusteeship Limited. Invocation of the pledge on the Pledged Shares may result in
indirect change in control of our Company which could adversely affect the trading price of our Equity Shares of face
value of ₹ 2 each.” on page 40.
314Holding company
As on the date of this Updated Draft Red Herring Prospectus – I, one of our Promoters, namely, Manipal Technologies Limited,
is the holding company of our Company. For details, see “Our Promoters and Promoter Group – Corporate Promoters” on
page 342.
Subsidiaries, joint ventures and associates
As on the date of this Updated Draft Red Herring Prospectus – I, our Company does not have any associates or joint ventures.
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has three subsidiaries: (1) Manipal Payment &
Identity Solutions Nigeria Limited; (2) Manipal Payment and Identity Solutions UK Limited (previously known as Manipal
Payment and Identity Solutions Limited); and (3) Manipal Payment and Identity Solutions Inc.
Details of the subsidiaries are set out below:
1. Manipal Payment & Identity Solutions Nigeria Limited (“MPI Nigeria”)
Corporate Information
MPI Nigeria was incorporated as a private company limited by shares in the Federal Republic of Nigeria on October
16, 2024, and received a certificate of incorporation from the Registrar – General of Corporate Affairs Commission,
with company registration number 8009348 and tax identification number 32329144-0001. The registered office of
MPI Nigeria is situated at Association Avenue, Ilupeju, Mushin, Lagos State, Nigeria.
Nature of Business
The principal business activity of MPI Nigeria is entering into general contracts, in relation to the business of (a)
manufacturing, sale, purchase, import, export and processing of all types of plastic cards; (b) printing of cards including
prepaid cards, labels, courier way bills, holograms, drafts, dividend warrants and such other security printing products
/ packaging materials, by using various technologies like offset, web, digital, die stamping, hot stamping, lithography,
type-setting, stereotypes, electrotypers, photographic printers, engravers, die-sinkers, book binders, designers,
draughtsman and such other technology emerging from time to time and to act as sellers/ dealers/ agents in the materials
used in the printing industry such as ink, paper, plates, blankets, dies and such other articles, things of similar nature,
and also to act as sellers / dealers / agents for books, stationeries, cards and other printed products, secured logistics
and provide such other services in relation to the above; (c) engaging in, promoting, taking strategic stake in the
business of providing plain, magnetic and other types of cards, personalization services and other associated, auxiliary,
ancillary and derived products and services for various applications, including, but not limited to, payment, loyalty,
identity, access, communication and allied procedures, products and services of every kind for clients in Nigeria and
abroad and to engage in, to promote, to take strategic stake in, the business of providing card automation, card products
and card services, including, but not limited to, technology, licenses, software, ASP (Application Service Provider)
products and services; and (d) manufacturing and printing of radio frequency identification products, and allied
services and to manufacture and provide self-service kiosk, transactional kiosk, digital signage, card printing and
automation solutions for various companies and establishments in Nigeria and other countries.
Capital Structure
The share capital of MPI Nigeria is ₦ 2,000,000,000 divided into 2,000,000,000 ordinary shares of face value of ₦ 1
each and paid-up share capital is ₦ 1,986,170,000 divided into 1,986,170,000 ordinary shares of face value ₦ 1 each.
Shareholding Pattern
S. No. Name of shareholders Number of ordinary shares of Percentage of total ordinary
face value ₦ 1 each share capital (%)
1. K ukkundoor Girish Kini 1 Negligible
2. R ajat Shuvra Sen 1 Negligible
3. M anipal Payment and Identity Solutions Limited 1,986,169,998 99.99
Total 1,986,170,000 100.00
Interest of our Company
Except to the extent of the shareholding of 1,986,169,998 ordinary shares aggregating to 99.99% of ordinary share
capital of MPI Nigeria, our Company does not have any interest in MPI Nigeria.
Accumulated Profits or Losses
315As on the date of this Updated Draft Red Herring Prospectus – I, there are no accumulated profits or losses of MPI
Nigeria that have not been accounted for by our Company in the Restated Financial Information.
Summary Financial Information
Since MPI Nigeria was incorporated on October 16, 2024, audited financial statements of MPI Nigeria for Fiscal 2025
are not available.
Business interest in our Company
As on the date of this Updated Draft Red Herring Prospectus – I, MPI Nigeria does not have any business interest in
our Company.
Common Pursuits
MPI Nigeria is authorised under its constitutional documents to engage in similar line of activity or business of the
Company in distinct jurisdictions.
Other Confirmations
There is no conflict of interest between MPI Nigeria or any of its directors and (i) lessors of our immovable properties
of our Company (crucial for operations of the Company); (ii) suppliers of raw materials (who are crucial for the
operations of our Company); and (iii) third party service providers of our Company (who are crucial for the operations
of our Company).
2. Manipal Payment and Identity Solutions UK Limited (previously known as Manipal Payment and Identity
Solutions Limited) (“MPI UK”)
Corporate Information
MPI UK was incorporated as “Manipal Payment and Identity Solutions Limited” on April 09, 2025 as a private
company under the Companies Act, 2006, pursuant to a certificate of incorporation issued by the Registrar of
Companies for England and Wales, with company number 16376804. Subsequently, the name of our subsidiary was
changed to its present name, “Manipal Payment and Identity Solutions UK Limited”, pursuant to certificate of
incorporation on change of name provided by the Registrar of Companies for England and Wales on April 28, 2025.
The registered address of MPI UK is situated at Flat 21 Heathview Court, 20 Corringway, Golders Green, London,
United Kingdom NW117EF.
Nature of Business
MPI UK is permitted to engage in any lawful activities under the laws of Companies Act, 2006 of United Kingdom
and it is yet to commence business operations.
Capital Structure
There is no provision of authorized capital under the company laws of United Kingdom. The issued, subscribed and
paid-up share capital and paid-up share capital of MPI UK is GBP 101 divided into 101 ordinary shares of face value
of GBP 1 each.
Shareholding Pattern
S. No Name of shareholders Number of ordinary shares of Percentage of total ordinary
face value of GBP 1 each share capital (%)
1. Manipal Payment and Identity Solutions Limited 100 99.01
2. Kukkundoor Girish Kini 1 0.99
Total 101 100
Note: During the three-months period ended June 30, 2025, our Company incorporated MPI UK on April 9, 2025 in the United Kingdom. However,
as on the date of the Restated Financial Information, no capital contribution has been made by our Company in MPI UK, and MPI UK has not yet
commenced business operations.
Interest of our Company
Except to the extent of our shareholding of 99.01% in MPI UK, our Company does not have any interest in MPI UK.
316Summary of financial information and amount of accumulated profits or losses
MPI UK was incorporated on April 9, 2025, and is yet to commence business operations and accordingly, there are no
financial information or accumulated profits or losses of MPI UK.
Business interest in our Company
As on the date of this Updated Draft Red Herring Prospectus – I, MPI UK does not have any business interest in our
Company.
Common Pursuits
MPI UK is authorized to be engaged in a similar line of activity or business as that of the Company, in distinct
jurisdictions.
Other Confirmations
There is no conflict of interest between MPI UK or any of its directors and (i) lessors of our immovable properties of
our Company (crucial for operations of the Company); (ii) suppliers of raw materials (who are crucial for the operations
of our Company); and (iii) third party service providers of our Company (who are crucial for the operations of our
Company).
3. Manipal Payment and Identity Solutions Inc. (“MPI USA”)
Corporate Information
MPI USA was incorporated as a stock corporation in the State of Delaware, United Stated of America on May 2, 2025,
and received a certificate of incorporation from the Secretary of State, Division of Corporations of the State of
Delaware. The registered address of MPI USA is situated at 8 The Green, Ste R, Dover, Kent County, Delaware –
19901, United States of America.
Nature of Business
MPI USA is permitted to engage in any lawful activities under the laws of the General Corporation Law of the State
of Delaware and it is yet to commence business operations.
Capital Structure
The authorized share capital of MPI USA is USD 1,000 divided into 1,000 common stock shares of face value of USD
1 each. The issued, subscribed and paid-up share capital of MPI USA is USD 1,000 divided into 1,000 common stock
shares of face value USD 1 each.
Shareholding Pattern
S. No. Name of shareholders Number of common stock Percentage of total common
shares of face value USD 1 stock share capital (%)
each
1. Manipal Payment and Identity Solutions Limited 1,000 100
Total 1,000 100
Note: During the three-months period ended June 30, 2025, our Company incorporated MPI USA on May 2, 2025 in the United States of America.
However, as on the date of the Restated Financial Information, no capital contribution has been made by our Company in MPI USA, and MPI USA
has not yet commenced business operations.
Summary of financial information and amount of accumulated profits or losses
MPI USA was incorporated on May 2, 2025, and is yet to commence business operations and accordingly, there is no
financial information or accumulated profits or losses of MPI USA.
Interest of our Company
Except to the extent of our 100% shareholding in MPI USA, our Company does not have any interest in MPI USA.
Business interest in our Company
As on the date of this Updated Draft Red Herring Prospectus – I, MPI USA does not have any business interest in our
Company.
317Common Pursuits
MPI USA is authorized to be engaged in a similar line of activity or business as that of the Company, in distinct
jurisdictions.
Other Confirmations
There is no conflict of interest between MPI USA or any of its directors and (i) lessors of our immovable properties
of our Company (crucial for operations of the Company); (ii) suppliers of raw materials (who are crucial for the
operations of our Company); and (iii) third party service providers of our Company (who are crucial for the operations
of our Company).
Details of guarantees given to third parties by the Promoter Selling Shareholder
Except as stated below, no guarantee has been issued by the Promoter Selling Shareholder to third parties that is outstanding as
on the date of this Updated Draft Red Herring Prospectus – I:
S. No. Entity in whose Guarantee amount Borrower/ guarantee issued in lieu of Reason for the Obligations
favour the outstanding as of the guarantee/ security on the issuer
guarantee has date of this Updated available
been provided Draft Red Herring
Prospectus – I (in
million)
1. C atholic Syrian ₹ 200.00 for cash Manipal Business Solutions Private Security in relation to the N.A.
Bank Limited credit; and ₹ 25.00 for Limited, a promoter group entity of the credit facilities availed by
bank guarantee Promoter Selling Shareholder Manipal Business
(sublimit of cash credit) Solutions Private Limited
2. B ank of Baroda, ₹ 747.37 Manipal International Printing Press Security in relation to the N.A.
Kenya Limited, Kenya, a promoter group cash credit facility of
entity of the Promoter Selling Manipal International
Shareholder Printing Press Limited
3. H DFC Bank ₹ 50.00 Manipal Fintech Private Limited, a Security in relation to cash N.A.
Limited promoter group entity of the Promoter credit facility availed by
Selling Shareholder and Tridevita Manipal Fintech Private
Family Trust-2017, one of our Limited
Promoters
4. C atalyst ₹ 3,139.00 Manipal Media Network Limited Security in relation to N.A.
Trusteeship NCDs issued by Manipal
Limited(1) Media Network Limited
5. P hatisa Food USD 2.50 Manipal Holdings Limited, Dubai In relation to borrowings N.A.
Fund 2 LLC, PFF (“MHL”), a promoter group entity of availed by MHL
2 Parallel LLC, the Promoter Selling Shareholder
and PFF 2 Co-
Invest
(collectively,
“Phatisa
Investors”)
6. P hatisa Investors N.A. as this is a MHL, a promoter group entity of the Performance guarantee N.A.
performance guarantee Promoter Selling Shareholder for performance of certain
contractual obligations,
including in relation to (a)
completion, (b)
warranties, and (c)
indemnities, by MHL
under share subscription
and purchase agreement
dated November 4, 2022,
between Phatisa Investors,
Pritam Pijush Choudhury,
MHL and MHL
International Holdings
Ltd, Mauritius.
(1) Jointly issued by MTL and Manipal Prakashan Limited.
Pursuant to the terms of the guarantees, the obligations of the Promoter Selling Shareholder include repayment of the guaranteed
sum in case of default by the respective borrowers. Any default or failure by the respective borrowers to repay the loans in a
timely manner, or at all, could trigger repayment obligations on the part of our Promoter Selling Shareholder. No consideration
has been paid or is payable to our Promoter Selling Shareholder for providing these guarantees.
318Financial implications in case of default: The financial implications in case of default by the borrower are that the lender
would be entitled to invoke the guarantees to the extent of the outstanding loan amount, together with any interests, costs or
charges due to the respective lenders.
Period of guarantee: The guarantees are effective for a period until the underlying loan is to be repaid by the respective
borrower.
Agreements with Key Managerial Personnel, Senior Management, Directors, Promoters or any other employee
There are no agreements entered into by our Promoters, Key Managerial Personnel or Senior Management or Directors or any
other employee of our Company, 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 dealings in the securities of our Company.
Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing Regulations
As on the date of this Updated Draft Red Herring Prospectus – I, except as disclosed under “History and Certain Corporate
Matters – Details of subsisting key agreements, inter-se agreements and shareholders’ agreements” on page 312, there are
no other agreements which are required to be disclosed under Clause 5A of paragraph A of part A of Schedule III of the SEBI
Listing Regulations or any agreements entered into by our Company pertaining to the primary and secondary transactions of
securities of our Company including any financial arrangements thereof.
Other Confirmations
We confirm that to the extent waivers and consents are required to facilitate the Offer, the parties to the SHA have provided
their respective waivers and consents by way of the waiver cum amendment agreement dated June 20, 2025 executed amongst
our Company, Touchstone Trust Scheme IV (acting through its investment manager Touchstone Capital Limited), Manipal
Technologies Limited, Mukul Agrawal, MA Group, India SME Investments Fund II, India SME Group, Alchemy Capital
Management Private Limited, Alchemy Long Term Ventures Fund, Ms. Neha Sanghvi, Mr. Lashit Sanghvi, Specified LS
Group, Think Investments PCC, Nuvama Crossover Opportunities Fund – Series III, Nuvama Crossover Opportunities Fund –
Series IIIA, Nuvama Crossover Opportunities Fund – Series IIIB, Nuvama Crossover Opportunities Fund – Series 4A, Amicus
Capital Partners India Fund II and the AC Co-Investors.
We confirm that no material clause of Article of Association has been left out from disclosure having bearing on the Offer.
Except as disclosed in this Updated Draft Red Herring Prospectus – I, as of the date of this Updated Draft Red Herring
Prospectus – I, there are no agreements with our Shareholders, our Promoters, members of our Promoter Group, our related
parties, our Directors, our Key Managerial Personnel, our employees, employees of our Holding Company, employees of our
Subsidiaries, entered into 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.
319OUR MANAGEMENT
Board of Directors
In terms of the Companies Act and our Articles of Association, our Company is required to have not less than three Directors
and not more than 15 Directors. As of the date of this Updated Draft Red Herring Prospectus – I, our Board has eight Directors,
out of which one is an Executive Director, three are Directors (Non-Executive), and four are Independent Directors, including
one woman Independent Director.
Our Company is in compliance with the corporate governance requirements prescribed under the SEBI Listing Regulations and
the Companies Act, 2013, in relation to the composition of our Board and constitution of the committees thereof.
The following table sets forth details regarding our Board as of the date of this Updated Draft Red Herring Prospectus – I:
S. No. Name, designation, address, occupation, current term, Age Other directorships
period of directorship, date of birth and DIN (years)
1. Kukkundoor Girish Kini 51 Indian companies
Designation: Executive Director and Chief Executive Officer Nil
DIN: 11128061 Foreign companies
Date of birth: January 5, 1974 • Manipal Payment and Identity Solutions UK
Limited (previously known as Manipal
Address: Vasu Saraswathi Kripa, Saralebettu, Umamaheshwari Payment and Identity Solutions Limited)
Temple Road, Manipal, Udupi 576 104, Karnataka, India
• Manipal Payment and Identity Solutions Inc.
Occupation: Chief executive officer
• Manipal Payment & Identity Solutions Nigeria
Term: For a period of five years from June 23, 2025 until June Limited
22, 2030
Period of directorship: Director since June 23, 2025
2. Tonse Gautham Pai 51 Indian companies
Designation: Director (Non-Executive) • Primacy Industries Private Limited (Previously
Primacy Industries Limited)
DIN: 00120314
• Manipal Technologies Limited
Date of birth: September 26, 1974
• YPO Bangalore Chapter
Address: 38 Ananth Nagar, Manipal, Udupi 576 104, Karnataka,
India Foreign companies
Occupation: Businessman • GP Global Limited
Term: Liable to retire by rotation
• TGP Trading FZCO
Period of directorship: Director since May 13, 2024
• MVP Group International INC.
• Manipal International Press Limited
• Manipal International Printing Press Limited
• Manipal Digital Holdings Gmbh
• Manipal Holdings Limited
• Ascense Brands UK Limited
• I Bridge Commercial Solutions DMCC
• Manipal Global Limited
3. Abhay Anant Gupte 64 Indian companies
Designation: Director (Non-Executive) • Ester Industries Limited
320S. No. Name, designation, address, occupation, current term, Age Other directorships
period of directorship, date of birth and DIN (years)
DIN: 00389288 • Manipal Business Solutions Private Limited
Date of birth: May 4, 1961 • Manipal Energy and Infratech Limited
Address: #19A Adarsh Vista Vignana Nagar VibhutiPura • Intellect Design Arena Limited
Bangalore North Marathahalli Colony North Bangalore,
Bengaluru 560 037, Karnataka, India • Manipal Technologies Limited
Occupation: Service • Manipal Fintech Private Limited (formerly
known as Sahibandhu Fintech Services Private
Term: Liable to retire by rotation
Limited)
Period of directorship: Director since May 13, 2024
Foreign companies
• Manipal International Press Limited
• Manipal International Printing Press Limited
• Manipal Holdings International Limited
• Intellect Design Arena Limited
4. Baikadi Narahari 68 Indian companies
Designation: Director (Non-Executive) • Simplepay Solutions Private Limited
DIN: 00776676 Foreign companies
Date of birth: May 13, 1957 Nil
Address: 4-280 Sadhana Manipal Alevoor Road, Ashoka
Nagara, 80Badagabettu, Udupi 576 104, Karnataka, India
Occupation: Service in private sector
Term: Liable to retire by rotation
Period of directorship: Director since November 12, 2024
5. Ramachandra Kasargod Kamath 69 Indian companies
Designation: Independent Director • Niwas Housing Finance Private Limited
DIN: 01715073 • New Opportunity Consultancy Private Limited
Date of birth: November 19, 1955 • Ashimara Housing Private Limited
Address: B-2004 Neptune C H S L Adi Shankaracharya Marg • Conatus Finserve Private Limited
Sun City Powai IIT, Mumbai 400 076, Maharashtra, India
• Spandana Sphoorty Financial Limited
Occupation: Professional
• PNB Metlife India Insurance Company
Term: For a period of five years from May 13, 2024 until May
Limited
12, 2029
Foreign companies
Period of directorship: Director since May 13, 2024
Nil
6. Padmaja Shailen Ruparel 63 Indian companies
Designation: Independent Director • Ester Industries Limited
DIN: 01383513 • Avendus Finance Private Limited
Date of birth: May 16, 1962 • Infinity Technology Trustee Private Limited
Address: A-104 Ram Vihar Behind DPS School Sector-30
Gautam Buddha Nagar, Noida 201 301, Uttar Pradesh, India
321S. No. Name, designation, address, occupation, current term, Age Other directorships
period of directorship, date of birth and DIN (years)
Occupation: Business • Indian Angel Network Services Private
Limited
Term: For a period of five years from May 13, 2024 until May
12, 2029 • IAN Mentoring and Incubation Services
Period of directorship: Director since May 13, 2024 • Agile Parking Solutions Private Limited
• Ester Filmtech Limited
• Manipal Technologies Limited
• Manipal Business Solutions Private Limited
Foreign companies
• CM Technologies Inc
7. Rohan Ajila 58 Indian companies
Designation: Independent Director • Robbins Global TBM Private Limited
DIN: 01549005 • Haldyn Heinz Fine Glass Private Limited
Date of birth: March 11, 1967 • Hercules Fitness Private Limited
Address: No 302, Elpalacio Apartments No. 6 Major General • Haldyn Corporation Limited
Loganadan Road Vasanthnagar North Bangalore, Bengaluru 560
002, Karnataka, India • Haldyn Glass Limited
Occupation: Business Foreign companies
Term: For a period of five years from July 14, 2024 until July 13, Nil
2029
Period of directorship: Director since July 14, 2024
8. Binoy Sandip Parikh 33 Indian companies
Designation: Independent Director • Providentia Advisors Private Limited
DIN: 10060552 • Sarda Metals and Alloys Limited
Date of birth: March 12, 1992 • Batliboi Limited
Address: 6-B, Valkeshwar Society, B/h. C.N.Vidhyalay, Nr. • Sarda Energy and Minerals Limited
Tatsat Society, Ambavadi, Ahmedabad city, Ambawadi Vistar,
Ahmedabad 380 015, Gujarat, India Foreign companies
Occupation: Self employed • Quickmill Inc.
Term: For a period of five years from June 23, 2025 until June
22, 2030
Period of directorship: Director since June 23, 2025
Brief biographies of our Directors
Kukkundoor Girish Kini is the Executive Director and the Chief Executive Officer of our Company. He holds a bachelor’s
degree in mechanical engineering from Mangalore University, Karnataka. He was appointed as the Chief Executive Officer of
our Company pursuant to a resolution dated September 20, 2023 passed by our Board and has since been associated with our
Company pursuant to an appointment letter dated September 22, 2023. He has more than 27 years of experience in the payment
cards industry and is involved in developing and executing the business strategies of our Company. He was previously
associated with MTL, one of our Promoters and the Promoter Selling Shareholder.
Tonse Gautham Pai is the Director (Non-Executive) of our Company. He holds a bachelor’s degree in engineering in printing
technology from Mangalore University, Karnataka. He has over 18 years of experience in payment cards, printing, publication
and packaging industries. Currently, he is associated with MTL as its executive chairman.
322Abhay Anant Gupte is a Director (Non-Executive) of our Company. He holds a bachelor’s degree in science from Savitribhai
Phule Pune University, Maharashtra and a master’s degree in science in mathematics from Indian Institute of Technology,
Delhi. He has completed the executive program in exponential technologies from Singularity University, California, United
States. He has more than 34 years of experience in the information technology and financial services industries. He was
previously associated with LogicaCMG Private Limited, Mphasis Limited, American Express Bank Limited, Blue Chip
Computer Consultants Private Limited and Asian Paints (India) Limited. Currently, he is associated with Manipal Technologies
Limited as its chief executive officer and managing director.
Baikadi Narahari is an Director (Non-Executive) of our Company. He holds a bachelor’s degree in business management
from University of Mysore, Karnataka. He is currently associated with MTL, one of our Promoters and the Promoter Selling
Shareholder, and has more than 38 years of experience in payment cards and printing industry. He is also associated as a director
with Simplepay Solutions Private Limited.
Ramachandra Kasargod Kamath is an Independent Director of our Company. He holds a bachelor’s degree in commerce
from University of Mysore, Karnataka. He is a certificated associate of the Indian Institute of Bankers and holds honorary
fellowship of the Indian Institute of Banking and Finance. He has several years of experience in banking and financial services
sector. He was previously associated with Bank of India, Allahabad Bank, Punjab National Bank and Corporation Bank and
has also previously served as the chairman of Indian Banks’ Association.
Padmaja Shailen Ruparel is an Independent Director of our Company. She holds a post-graduate diploma in business
management from Institute of Modern Management. She is associated as a director with Manipal Technologies Limited,
Avendus Finance Private Limited and Small Industries Development Bank of India, among others. She is also currently
associated with IAN Capital.
Rohan Ajila is an Independent Director of our Company. He holds a bachelor’s degree in business administration in finance
from University of Houstan, Texas, United States and a master’s degree in business administration from University of Houstan
– Clear Lake, Texas, United States. He has over 9 years of experience in private equity. Currently, he is associated as a director
with Robbins Global TBM Private Limited, Haldyn Heinz Fine Glass Private Limited and Hercules Fitness Private Limited.
Further, he is the managing partner of FIDES Business Partner AG.
Binoy Sandip Parikh is an Independent Director of our Company. He holds a bachelor’s degree in commerce from Ahmedabad
University, Gujarat and has passed the final examination for bachelor’s degree in law from Gujarat University, Gujarat. He is
also admitted as an associate of ICAI. He was previously associated with KPMG. He is currently associated with Katalyst
Advisors Private Limited as a consultant and has more than 8 years of experience in mergers and acquisition, family
arrangement and succession planning.
Relationship between our Directors
None of our Directors are related to each other in any manner.
Confirmations
None of our Directors is, or was, a director of any company listed on any stock exchange, whose shares have been or were
suspended from being traded during the five years preceding the date of this Updated Draft Red Herring Prospectus – I, during
the term of their directorship in such company.
None of our Directors is, or was, a director of any company, which has been, or was, delisted from any stock exchange, during
the term of their directorship in such company.
No sum has been paid or agreed to be paid to our Directors or to the firm or company in which our Directors are interested, in
cash or shares or otherwise by any person either to induce him/her to become, or to help him/her qualify as, a Director, or
otherwise for services rendered by him/her or by the firm or company in which he/she is interested, in connection with the
promotion or formation of our Company.
Our Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or financial institution or
consortium thereof, in accordance with the guidelines issued by RBI and the SEBI ICDR Regulations.
Arrangement or understanding with major Shareholders, customers, suppliers or others pursuant to which our
Directors were selected as a Director or the member of the Senior Management
None of our Directors have been appointed on the Board of our Company or as a member of our Senior Management pursuant
to any arrangement or understanding with our major Shareholders, customers, suppliers or others.
Terms of appointment of our Executive Director
323Pursuant to a resolution passed by our Board on June 23, 2025 and shareholders on June 24, 2025, Kukkundoor Girish Kini
was appointed as the Executive Director of our Company with effect from June 23, 2025 for a term of five years. In terms of
the Board resolution dated June 23, 2025, his remuneration is as follows:
Particulars Amount (in ₹ million) (per annum)
Fixed salary 11.55
Performance linked variable remuneration 4.95
Total 16.50
Further, Kukkundoor Girish Kini is entitled to provident fund, superannuation and gratuity as per the rules of our Company and
was granted 2,009,360 options, of which 759,360 options have lapsed and 375,000 options have vested. However, he is not
entitled to receive any sitting fees for attending Board or committee meetings of our Company.
Terms of appointment of our Directors (Non-Executive)
None of our Directors (Non-Executive) are entitled to receive any sitting fees for attending the meetings of our Board or any
committees thereof. However, they may be paid such fees and/or commissions as our Board may approve from time to time,
subject to Section 197 and other provisions of the Companies Act. As on date of this Updated Draft Red Herring Prospectus –
I, our Board has not approved of any such fees or commission to be paid to the Directors (Non-Executive) of our Company.
Terms of appointment of our Independent Directors
Pursuant to the Board resolutions dated May 13, 2024 and June 23, 2025, our Independent Directors are entitled to sitting fees
for attending the meetings of the Board and the committees thereof in the following manner:
(in ₹ million)
S. No. Board/ Name of the committee Remuneration
1. Board 0.10*
2. Audit Committee 0.10*
3. Nomination and Remuneration Committee 0.10*
4. Corporate Social Responsibility Committee 0.10*
5. Stakeholders’ Relationship Committee 0.10*
6. Risk Management Committee 0.10**
* Approved pursuant to a resolution passed by our Board in its meeting held on May 13, 2024.
** Approved pursuant to a resolution passed by our Board in its meeting held on June 23, 2025.
Payment or benefits to our Directors
Our Company has not entered into any contract for appointing or fixing the remuneration of any Director in the two years
preceding the date of this Updated Draft Red Herring Prospectus – I.
In Fiscal 2025, our Company has not paid any compensation or granted any benefit on an individual basis to any of our
Directors, other than the remuneration and sitting fees paid to them for such period and as disclosed in “– Terms of appointment
of our Executive Director”, “– Terms of appointment of our Directors (Non-Executive)” and “– Terms of appointment of
our Independent Directors” on pages 323, 324 and 324, respectively.
Our Directors were paid the following remuneration and/or sitting fees in Fiscal 2025:
(in ₹ million)
S. No. Name of the Director Designation Remuneration/ sitting fees
1. Kukkundoor Girish Kini@ Executive Director and Chief Executive Officer 12.00
2. Tonse Gautham Pai Director (Non-Executive) Nil
3. Abhay Anant Gupte Director (Non-Executive) Nil
4. Baikadi Narahari Director (Non-Executive) Nil
5. Ramachandra Kasargod Kamath Independent Director 1.20
6. Padmaja Shailen Ruparel Independent Director 1.00
7. Rohan Ajila Independent Director 0.80
8. Binoy Sandip Parikh Independent Director N.A.*
@ Kukkundoor Girish Kini held the office of the Chief Executive Officer of our Company in Fiscal 2025 and was also appointed on the Board of our Company
post March 31, 2025. Accordingly, he has received the afore-stated remuneration in his capacity as the Chief Executive Officer of our Company.
* Binoy Sandip Parikh was appointed on the Board of Directors of our Company post March 31, 2025 and accordingly, has not received any remuneration or
sitting fees in Fiscal 2025.
Retirement and termination benefits under service contracts with our Directors
Our Company has not entered into any service contracts with any Director, which provide for benefits upon termination of
employment.
324Bonus or profit-sharing plan for our Directors
As on date of this Updated Draft Red Herring Prospectus – I, our Company does not have any performance linked bonus or a
profit-sharing plan for our Directors.
Remuneration paid to our Directors by our Subsidiaries or associates
None of our Directors have been paid or were entitled to any remuneration by our Subsidiaries, including contingent or deferred
compensation accrued for Financial Year 2025.
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has no associate company.
Contingent or deferred compensation paid to the Directors of our Company
There is no contingent or deferred compensation, which does not form part of renumeration, that has accrued for Financial Year
2025 and is payable to any of our Directors at a later date.
Shareholding of our Directors in our Company
As per our Articles of Association, our Directors are not required to hold any qualification shares.
Except as disclosed below, none of our Directors hold any Equity Shares in our Company as on the date of this Updated Draft
Red Herring Prospectus – I:
S. No. Name of the Director Number of Equity Shares of face Percentage of pre-Offer paid-up
value of ₹ 2 each held# capital of our Company (%)@
1. Kukkundoor Girish Kini* 375,005 0.17
2. Abhay Anant Gupte* (jointly held with 75,005 0.03
Madhuri Abhay Gupte)
3. Baikadi Narahari 22,500 0.01
# Number of Equity Shares (on a fully diluted basis) calculated taking into account all outstanding vested employee stock options (if any) held by the Shareholder
as on the date of this Updated Draft Red Herring Prospectus – I. As on the date of this Updated Draft Red Herring Prospectus – I, none of our Promoters and
Promoter Selling Shareholder hold any vested employee stock options.
@ Percentage of pre-Offer equity share capital (on a fully diluted basis) calculated taking into consideration all outstanding vested employee stock options as
on the date of this Updated Draft Red Herring Prospectus – I.
* Holds 5 Equity Shares of face value of ₹ 2 each as the registered owner, of which MTL is the beneficial owner.
Shareholding of our Directors in our Subsidiaries
Except as disclosed below, none of our Directors hold any shares in the Subsidiaries of our Company.
S. No. Name of the Director Name of the Subsidiary Number of ordinary shares Percentage of total ordinary
of face value of NGN 1 each share capital
1. Kukkundoor Girish Kini Manipal Payment & Identity 1 Negligible
Solutions Nigeria Limited
S. No. Name of the Director Name of the Subsidiary Number of ordinary shares Percentage of total ordinary
of face value of GBP 1 each share capital
1. Kukkundoor Girish Kini Manipal Payment and Identity 1 0.99
Solutions UK Limited
(previously known as Manipal
Payment and Identity Solutions
Limited)
Interest of our Directors
Our Executive Director and Directors (Non-Executive) may be deemed to be interested to the extent of any remuneration, fees
and/or commissions payable to them for services rendered to our Company, and the reimbursement of expenses payable to
them, as per the resolution for their appointment.
Our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings
of our Board and/or committees thereof, and the reimbursement of expenses payable to them, as approved by our Board.
Our Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by
our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in
which they are partners.
325Our Directors may be interested to the extent of Equity Shares (together with any dividend and other distributions payable in
respect of such Equity Shares), if any, held by them and their relatives, or held by the entities in which they are associated as
partners, promoters, directors, proprietors, members, trustees or beneficiaries 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, trustees
or beneficiaries, pursuant to the Offer. For details, see “– Shareholding of our Directors in our Company” on page 325.
Our Directors may also be deemed to be interested to the extent of any stock options granted or Equity Shares allotted pursuant
to the exercise of stock options granted to them under the ESOP Scheme, or stock appreciation rights. For details, see “Capital
Structure – Employee Stock Option Scheme” on page 125.
Except for Tonse Gautham Pai, who is also a Promoter of our Company, none of our Directors are interested in the promotion
or formation of our Company.
None of our Directors have any interest in any property acquired or proposed to be acquired of or by our Company or in any
transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery during the
three years preceding the date of this Updated Draft Red Herring Prospectus – I.
There is no conflict of interest between our Directors and the lessors of the immovable properties (which are crucial for the
operations of our Company) as on the date of this Updated Draft Red Herring Prospectus – I.
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) as on the date of this Updated Draft Red Herring Prospectus – I.
None of our Directors have any interest in our business, other than as disclosed in this section and in “Our Promoters and
Promoter Group”, “Our Group Companies” and “Related Party Transactions” on pages 341, 471 and 426, respectively.
Borrowing powers of our Board
Pursuant to our Articles of Association, subject to the applicable provisions of the Companies Act, 2013, and a resolution passed
by our Shareholders at their meeting held on March 18, 2024, our Board is authorised to borrow, from time to time, all such
sums of money as they may deem requisite for the purpose of the business (including but not limited to, for financing any
capital or revenue requirements, new business ventures or prospects) of our Company, notwithstanding that moneys to be
borrowed together with moneys already borrowed by our Company (apart from temporary loans obtained from our Company’s
bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital, free reserves and securities
premium of our Company, provided however, the total amount so borrowed (other than temporary loans from our Company’s
bankers in the ordinary course of business) and outstanding at any point of time shall not exceed an aggregate sum of ₹ 30,000
million.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Updated Draft Red Herring Prospectus
– I are set forth below:
S. No. Name Effective date of appointment/ Reason
resignation/ retirement
1. Sujir Prabhakar February 21, 2023 Appointment as additional Independent Director(1)
2. Felipe Palacio Bautista July 13, 2023 Resignation as Director
3. Nagarmutt Padmakar Nayak July 15, 2023 Retirement as Independent Director upon
completion of term
4. Marachai Kongboonma March 14, 2024 Resignation as Director (Non-Executive)
5. Padmaja Shailen Ruparel May 13, 2024 Appointment as additional Independent Director(2)
6. Ramachandra Kasargod Kamath May 13, 2024 Appointment as additional Independent Director(2)
7. Tonse Gautham Pai May 13, 2024 Appointment as additional Director (Non-
Executive)(3)
8. Abhay Anant Gupte May 13, 2024 Appointment as additional Director (Non-
Executive)(3)
9. Prabhakara Dayananda Kamath May 13, 2024 Appointment as additional Director (Non-
Executive)(3)
10. Sujir Prabhakar May 14, 2024 Resignation as Independent Director
11. Roopashree Roopashree May 14, 2024 Resignation as Director (Non-Executive)
12. Katapadi Govindraya Subraya Kamath May 14, 2024 Resignation as Director (Non-Executive)
13. Anand Kudigrama July 9, 2024 Resignation as Director (Non-Executive)
14. Rohan Ajila July 14, 2024 Appointment as additional Independent Director(4)
15. Baikadi Narahari November 12, 2024 Appointment as additional Director (Non-
Executive)(5)
16. Prabhakara Dayananda Kamath November 12, 2024 Resignation as Director (Non-Executive)
17. Kukkundoor Girish Kini June 23, 2025 Appointment as additional Executive Director(6)
326S. No. Name Effective date of appointment/ Reason
resignation/ retirement
18. Binoy Sandip Parikh June 23, 2025 Appointment as additional Independent Director(7)
(1) Regularised as an Independent Director pursuant to a resolution passed by our Shareholders in their annual general meeting held on September 30,
2023.
(2) Regularised as an Independent Director pursuant to a resolution passed by our Shareholders in their extra-ordinary general meeting held on May 15,
2024.
(3) Regularised as a Director (Non-Executive) pursuant to a resolution passed by our Shareholders in their extra-ordinary general meeting held on May 15,
2024.
(4) Regularised as an Independent Director pursuant to a resolution passed by our Shareholders in their extra-ordinary general meeting held on July 22,
2024.
(5) Regularised as a Director (Non-Executive) pursuant to a resolution passed by our Shareholders in their extra-ordinary general meeting held on June 24,
2025.
(6) Regularised as an Executive Director pursuant to a resolution passed by our Shareholders in their extra-ordinary general meeting held on June 24, 2025.
(7) Regularised as an Independent Director pursuant to a resolution passed by our Shareholders in their extra-ordinary general meeting held on June 24,
2025.
Corporate 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 regulations in respect of corporate governance in accordance with the
SEBI Listing Regulations, and the Companies Act, 2013, pertaining to the composition of our Board and constitution of the
committees thereof.
Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing
Regulations and the Companies Act, 2013.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the
following Board-level committees:
Audit Committee
Our Audit Committee was first constituted by our Board pursuant to a resolution dated May 16, 2014, and was last reconstituted
by our Board pursuant to a resolution dated June 23, 2025. The latest terms of reference of the Audit Committee were approved
by our Board pursuant to its resolution dated June 23, 2025.
The members of our Audit Committee are:
Name of the Directors Designation Designation in the committee
Ramachandra Kasargod Kamath Independent Director Chairman
Padmaja Shailen Ruparel Independent Director Member
Binoy Sandip Parikh Independent Director Member
Abhay Anant Gupte Director (Non-Executive) Member
The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and Regulation 18
of the SEBI Listing Regulations and its terms of reference are as disclosed below:
a) Overseeing the Company’s financial reporting process, examination of the financial statement and the auditors’ report
thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and
credible;
b) Recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of appointment
of auditors of the Company including the internal auditor, cost auditor and statutory auditor of the Company, and
fixation of the audit fee;
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
d) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to
the Board for approval, with particular reference to:
i. 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;
ii. changes, if any, in accounting policies and practices and reasons for the same;
iii. major accounting entries involving estimates based on the exercise of judgment by management;
327iv. significant adjustments made in the financial statements arising out of audit findings;
v. compliance with listing and other legal requirements relating to financial statements;
vi. disclosure of any related party transactions;
vii. qualifications and modified opinion(s) in the draft audit report;
e) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the
Board for approval;
f) Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public issue or rights issue or preferential issue or qualified institutional placement, and making
appropriate recommendations to the Board to take up steps in this matter;
g) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
h) Formulating a policy on related party transactions, which shall include materiality of related party transactions;
i) Approval or any material modification of transactions of the Company with related parties; All related party
transactions shall be approved by only Independent Directors who are the members of the committee and the other
members of the committee shall recuse themselves on the discussions related to related party transactions;
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.
j) A related party transaction to which a subsidiary of the Company is a party but the Company is not a party, shall
require prior approval if the value of such transaction whether entered into individually or taken together with previous
transactions during a financial year exceeds ten per cent of the annual consolidated turnover, as per the last audited
financial statements of the Company, or annual standalone turnover, as per the last audited financial statements of such
subsidiary;
k) Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to
each of the omnibus approvals given;
l) Scrutiny of inter-corporate loans and investments;
m) Valuation of undertakings or assets of the Company, wherever it is necessary; Appointment of Registered Valuer under
Section 247 of the Companies Act, 2013.
n) Evaluation of internal financial controls and risk management systems;
o) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
p) 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;
q) Discussion with internal auditors of any significant findings and follow up thereon;
r) 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;
s) 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;
t) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
u) To review the functioning of the whistle blower mechanism;
v) 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;
328w) ensuring that an information system audit of the internal systems and process is conducted at least once in two years
to assess operational risks faced by the Company;
x) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as on the date of coming into force of this provision.
y) To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit Committee
from time to time;
z) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
aa) Reviewing compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as may be amended from time to time, at least once in a financial year and shall verify
that the systems for internal control under the said regulations are adequate and are operating effectively;
bb) Investigating any activity within its terms of reference, seeking information from any employee, obtaining outside
legal or other professional advice and securing attendance of outsiders with relevant expertise, if it considers necessary;
cc) To consider the rationale, cost, benefits and impact of schemes involving merger, demerger, amalgamation etc. on the
Company and its shareholders and provide comments;
dd) Reviewing:
i. Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are
materially important including any correspondence with regulators or government agencies and any published
reports which raise material issues regarding the Company’s financial statements or accounting policies;
ii. Any material default in financial obligations by the Company;
iii. Any significant or important matters affecting the business of the Company; and
ee) Carrying out any other functions as provided under the provisions of the Companies Act, the SEBI Listing Regulations
and other applicable laws, and carrying out any other functions as may be required / mandated and/or delegated by the
Board as per the provisions of the Companies Act, 2013, SEBI Listing Regulations, uniform listing agreements and/or
any other applicable laws or by any regulatory authority and performing such other functions as may be necessary or
appropriate for the performance of its duties.
Our Audit Committee shall mandatorily review the following information:
a) management discussion and analysis of financial condition and results of operations;
b) management letters/ letters of internal control weaknesses issued by the statutory auditors;
c) internal audit reports relating to internal control weaknesses;
d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee;
e) the examination of the financial statements and the auditor’s report thereon;
f) statement of deviations;
g) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchanges(s) in terms of regulation 32(1) of SEBI Listing Regulations; and
h) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms
of regulation 32(7) of SEBI Listing Regulations.
i) the financial statements, in particular, the investments made by any unlisted subsidiary; and
j) such information as may be prescribed under the Companies Act and SEBI Listing Regulations.
The powers of Audit Committee shall include the following information:
a) to investigate any activity withing its terms of reference;
329b) to seek information from any employee of the Company;
c) to obtain outside legal or other professional advice;
d) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
e) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
The Audit Committee is required to meet at least four times in a financial year with a maximum interval of 120 days between
two consecutive meetings in accordance with the SEBI Listing Regulations. The Audit Committee has the authority to
investigate into any matter in relation to the items specified under the terms of reference or such other matter as may be referred
to it by our Board for such purpose.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was first constituted by our Board pursuant to a resolution dated May 16, 2014,
and was last reconstituted by our Board pursuant to a resolution dated November 12, 2024. The latest terms of reference of the
Nomination and Remuneration Committee were approved by our Board pursuant to its resolution dated June 23, 2025.
The members of the Nomination and Remuneration Committee are:
Name of the Directors Designation Designation in the committee
Ramachandra Kasargod Kamath Independent Director Chairman
Padmaja Shailen Ruparel Independent Director Member
Rohan Ajila Independent Director Member
The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies
Act and Regulation 19 of the SEBI Listing Regulations, and its terms of reference are as disclosed below:
a) Formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees.
b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:
i. use the services of an external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates;
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
i. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run our Company successfully;
ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
iii. 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.
c) Formulating criteria for evaluation of performance of independent directors and the Board;
d) Devising a policy on diversity of Board;
e) 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 shall specify
the manner for effective evaluation of performance of the Board, its committees and individual directors to be carried
out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and
review its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation
criteria in its annual report;
330f) Extending or continuing the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors;
g) Recommending to the board, all remuneration, in whatever form, payable to senior management;
h) Analysing, monitoring, and reviewing various human resource and compensation matters, including the compensation
strategy;
i) Determining the Company’s policy on specific remuneration packages for executive directors including pension rights
and any compensation payment, and determining remuneration packages of such directors;
j) Recommending the remuneration, in whatever form, payable to non-executive directors and the senior management
personnel and other staff (as deemed necessary);
k) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in
accordance with applicable laws;
l) Administering, monitoring, and formulating detailed terms and conditions of the Employees Stock Option Scheme of
the Company;
m) Framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any
securities laws or any other applicable laws in India or overseas, including:
i. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
and
ii. The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating
to the Securities Market) Regulations, 2003, as amended;
n) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, the Companies Act, each as amended or other applicable law;
o) 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.
p) Administering the employee stock option scheme/plan approved by the Board and shareholders of the Company in
accordance with the terms of such scheme/plan (“ESOP Scheme”) including the following:
i. Determining the eligibility of employees to participate under the ESOP Scheme;
ii. Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;
iii. Date of grant;
iv. Determining the exercise price of the option under the ESOP Scheme;
v. The conditions under which option may vest in employee and may lapse in case of termination of employment
for misconduct;
vi. 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;
vii. The specified time period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee;
viii. 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;
ix. 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;
x. The grant, vest and exercise of option in case of employees who are on long leave;
xi. the vesting and exercise of option in case of grantee who has been transferred or whose services have been
seconded to any other entity within the group at the instance of the Company;
331xii. Allow exercise of unvested options on such terms and conditions as it may deem fit;
xiii. The procedure for cashless exercise of options;
xiv. Forfeiture/ cancellation of options granted;
xv. arranging to get the shares issued under the ESOP Scheme listed on the stock exchanges on which the equity
shares of the Company are listed or maybe listed in future.
xvi. 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, 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.
q) Construing and interpreting the employee stock option scheme/plan approved by the Board and shareholders of the
Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) and any agreements defining the rights
and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the ESOP Scheme;
r) engaging the services of any consultant/professional or other agency for the purpose of recommending compensation
structure/policy; and
s) Performing such other functions as may be necessary or appropriate for the performance of its duties.
The Nomination and Remuneration Committee is required to meet at least once in a financial year in accordance with the SEBI
Listing Regulations.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was first constituted by our Board pursuant to a resolution dated May 16, 2014,
and was last reconstituted by our Board pursuant to a resolution dated July 14, 2024. The latest terms of reference of the
Corporate Social Responsibility Committee were approved by our Board pursuant to its resolution dated July 14, 2024.
The members of the Corporate Social Responsibility Committee are:
Name of the Directors Designation Designation in the committee
Rohan Ajila Independent Director Chairman
Ramachandra Kasargod Kamath Independent Director Member
Padmaja Shailen Ruparel Independent Director Member
The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies
Act, and its terms of reference are as disclosed below:
a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others, the
guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual
action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;
b) To review and recommend the amount of expenditure to be incurred on the activities referred to in (a) and amount to
be incurred for such expenditure shall be as per the applicable law;
c) To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
d) To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities
and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;
e) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated
responsibilities;
332f) To review and monitor the Corporate Social Responsibility Policy of the company and its implementation from time
to time, and issuing necessary directions as required for proper implementation and timely completion of corporate
social responsibility programmes;
g) To do such other acts, deeds and things as may be required to comply with the applicable laws;
h) To take note of the Compliances made by implementing agency (if any) appointed for the corporate social
responsibility of the Company;
i) The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan
in pursuance of its corporate social responsibility policy, which shall include the following:
i. the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas
or subjects specified in Schedule VII of the Companies Act;
ii. the manner of execution of such projects or programmes as specified in the rules notified under the Companies
Act;
iii. the modalities of utilisation of funds and implementation schedules for the projects or programmes;
iv. monitoring and reporting mechanism for the projects or programmes; and
v. details of need and impact assessment, if any, for the projects undertaken by the Company; and
j) To perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act,
2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory
authority.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by our Board pursuant to a resolution dated July 14, 2024, and was
last reconstituted by our Board pursuant to a resolution dated November 12, 2024. The latest terms of reference of the
Stakeholders’ Relationship Committee were approved by our Board pursuant to its resolution dated June 23, 2025.
The members of the Stakeholders’ Relationship Committee are:
Name of the Directors Designation Designation in the committee
Padmaja Shailen Ruparel Independent Director Chairperson
Rohan Ajila Independent Director Member
Baikadi Narahari Director (Non-Executive) Member
The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Regulation 20 of the SEBI Listing
Regulations, and its terms of reference are as disclosed below:
a) Redressal of all security holders’ and investors’ grievances such as complaints related to transfer/transmission of
shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and
debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt of declared
dividends, non-receipt of annual reports issue of new/duplicate certificates, general meetings, etc., assisting with
quarterly reporting of such complaints and formulating procedures in line with statutory guidelines to ensure speedy
disposal of various requests received from shareholders;
b) Resolving the grievances of the security holders of the Company including complaints related to allotment of shares,
approval of transfer or transmission of shares, debentures or any other securities, non-receipt of annual report, non-
receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
c) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation
of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to
shares, debentures and other securities from time to time;
d) Reviewing the adherence to the service standards by the Company with respect to various services rendered by the
registrar and transfer agent of our Company and to recommend measures for overall improvement in the quality of
investor services;
e) Review of measures taken for effective exercise of voting rights by shareholders;
333f) To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to
the Committee by the Board of Directors from time to time;
g) To approve requests for transfer, transposition, deletion, consolidation, sub-division, change of name,
dematerialization, re-materialisation etc. of shares, debentures and other securities;
h) To monitor and expedite the status and process of dematerialization and re-materialisation of shares, debentures and
other securities of the Company;
i) Resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of
security cover and any other covenants;
j) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
and
k) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations and the Companies Act or other applicable law.
The Stakeholders’ Relationship Committee is required to meet at least once in a financial year in accordance with the SEBI
Listing Regulations.
Risk Management Committee
The Risk Management Committee was constituted by our Board pursuant to a resolution dated July 14, 2024. The latest terms
of reference of the Risk Management Committee were approved by our Board pursuant to a resolution dated June 23, 2025.
The members of the Risk Management Committee are:
Name of the members Designation Designation in the committee
Padmaja Shailen Ruparel Independent Director Chairperson
Ramachandra Kasargod Kamath Independent Director Member
Rohan Ajila Independent Director Member
The scope and functions of the Risk Management Committee are in accordance with Regulation 21 of the SEBI Listing
Regulations, and its terms of reference are as disclosed below:
a) To formulate a detailed risk management policy covering risk across functions and plan integration through training and
awareness programmes which shall include:
(i) A framework for identification of internal and external risks specifically faced by the listed entities, in particular
including financial, operational, sectoral, sustainability (particularly environmental, social and governance
related risks), information, cyber security risks or any other risk as may be determined by the Risk Management
Committee;
(ii) Measures for risk mitigation including systems and processes for internal control of identified risks; and
(iii) Business continuity plan.
b) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;
c) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
d) To periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;
e) To set out risk assessment and minimization procedures and the procedures to inform the Board of the same;
f) To frame, implement, review and monitor the risk management policy for the Company and such other functions,
including cyber security;
g) To review the status of the compliance, regulatory reviews and business practice reviews;
h) To approve the process for risk identification and mitigation;
334i) To decide on risk tolerance and appetite levels, recognizing contingent risks, inherent and residual risks including for
cyber security;
j) To monitor the Company’s compliance with the risk structure. Assess whether current exposure to the risks it faces is
acceptable and that there is an effective remediation of non-compliance on an on-going basis;
k) To approve major decisions affecting the risk profile or exposure and give appropriate directions;
l) To consider the effectiveness of decision making process in crisis and emergency situations;
m) To balance risks and opportunities;
n) To generally, assist the Board in the execution of its responsibility for the governance of risk;
o) To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;
p) The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the
Risk Management Committee;
q) To review and assess the risk management system and policy of the Company from time to time and recommend for
amendment or modification thereof;
r) To review and recommend potential risk involved in any new business plans and processes;
s) To review the Company’s risk-reward performance to align with the Company’s overall policy objectives;
t) To monitor and review regular updates on business continuity;
u) The Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or
other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary;
v) The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any
overlap with activities of such committees, as per the framework laid down by the board of directors;
w) To advise the Board with regard to risk management decisions in relation to strategic and operational matters such as
corporate strategy; and
x) Performing such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013
or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority.
The Risk Management Committee is required to meet at least twice in a financial year in accordance with the SEBI Listing
Regulations.
335Management organisation chart
Board of Directors
Kukkundoor Girish Kini
Executive Director and Chief Executive
Officer
Dattatri
Ramanath Pai Jnaneshwara Arun Bhaskar Rajat Shuvra Manjunatha Srinivas A G Mayank Bhotika
Sen
Prabhu Hardur
Chief Chief Head - Strategic
Chief People
Financial Chief Information Chief Growth Company Officer Finance and
Officer Operating Security Officer Secretary and Treasury
Officer
Officer Compliance
Officer
336Key Managerial Personnel and the members of the Senior Management
Brief profiles of our Key Managerial Personnel
In addition to Kukkundoor Girish Kini, the Executive Director and Chief Executive Officer of our Company, whose details are
provided in “– Board of Directors – Brief biographies of our Directors” on page 322, the details of our Key Managerial
Personnel, as of the date of this Updated Draft Red Herring Prospectus – I, are set forth below:
Ramanath Pai is the Chief Financial Officer of our Company and has been associated with our Company since July 2, 2015.
He was appointed in his current role pursuant to a resolution dated January 30, 2024 passed by the Board and appointment letter
dated February 1, 2024. He holds a bachelor’s degree in commerce from Mangalore University, Karnataka and a master’s
degree in business administration from Sikkim Manipal University, Sikkim. He is also a member of the Institute of Chartered
Accountants of India. He has more than 13 years of experience in finance and accounts. He was previously associated with
Manipal Business Solutions Private Limited. He is responsible for implementing the financial strategies of our Company. In
Fiscal 2025, he received an aggregate compensation of ₹ 6.77 million.
Dattatri Manjunatha Hardur is the Company Secretary and Compliance Officer of our Company and has been associated
with our Company in his current role since May 13, 2024. He holds a bachelor’s degree in commerce and a bachelor’s degree
in law from University of Mysore, Karnataka. He also holds a postgraduate diploma in international business law from the
Institute of Chartered Financial Analysts of India University, Tripura and is an associate member of the Institute of Company
Secretaries of India. He has more than 23 years of experience in secretarial and compliance-related matters. He was previously
associated with Essilor India Private Limited, Nulurn Edutech Private Limited, Rangsons Electronics Private Limited, AT&S
India Private Limited and MTL. He is responsible for corporate secretarial activities and compliance functions at our Company.
In Fiscal 2025, he received an aggregate compensation of ₹ 7.82 million from MTL, one of our Promoters and the Promoter
Selling Shareholder.*
* Dattatri Manjunatha Hardur was taken on the payroll of our Company post March 31, 2025 and accordingly, has not received
any remuneration in Fiscal 2025 from our Company.
Brief profiles of the members of our Senior Management
In addition to Ramanath Pai, the Chief Financial Officer of our Company, and Dattatri Manjunatha Hardur, the Company
Secretary and Compliance Officer of our Company, whose details are provided in “– Brief profiles of our Key Managerial
Personnel” on page 337, the details of other members of our Senior Management, as on the date of this Updated Draft Red
Herring Prospectus – I, are set forth below:
Jnaneshwara Prabhu is the chief operating officer of our Company. He has been associated with our Company since
November 1, 2015 and was appointed in his current role with effect from March 1, 2024. He holds a bachelor’s degree in
mechanical engineering from University of Mysore, Karnataka. He has more than 27 years of experience in the plastic payment
cards industry. He was previously associated with Manipal Technologies Limited. He is responsible for leading business
operations, key initiatives and implementing companywide strategies at our Company. In Fiscal 2025, he received an aggregate
compensation of ₹ 4.93 million.
Rajat Shuvra Sen is the chief growth officer of our Company. He has been associated with our Company since April 30, 2012
and was appointed in his current role with effect from March 1, 2024. He holds a bachelor’s degree in technology in mechanical
engineering from the West Bengal University of Technology, West Bengal and holds a post-graduate diploma in management
from Indian Institute of Management, Madhya Pradesh. He has about 17 years of experience in technology industry. He was
previously associated with Tata Consultancy Services. He is responsible for driving growth and expansion of the business of
our Company globally. In Fiscal 2025, he received an aggregate compensation of ₹ 5.35 million.
Srinivas A G is the chief people officer of our Company and has been associated with our Company since April 1, 2024. He
holds a master’s degree in business administration from Sikkim Manipal University, Sikkim. He has also completed ‘Advanced
Human Resources Management Programme for HR Leaders’ from Indian Institute of Management Indore, Madhya Pradesh.
He has more than 19 years of experience in recruitment and staffing industry. He was previously associated with MPG Holdings
Private Limited, Usha International Limited, Writer Relocations and Manipal Technologies Limited. He is responsible for
formulation and implementation of talent management policies and practices and diversity, equity and inclusion initiatives for
giving effect to global business strategies of our Company. In Fiscal 2025, he received an aggregate compensation of ₹ 5.03
million.
Mayank Bhotika is the ‘Head - Strategic Finance and Treasury’ of our Company and has been associated with our Company
since June 1, 2025. He has passed the final examination of bachelor’s degree in commerce from University of Calcutta, West
Bengal. He has also passed the final examination held by ICSI and ICAI. Further, he has passed level 1 of the chartered financial
analyst examination held by CFA Institute. He has more than 12 years of experience in finance industry. He was previously
associated with, among others, Pfizer Limited, KPMG, Reliance Industries Limited, PwC and Biocon Limited. He is also
currently associated with MTL, one of our Promoters and the Promoter Selling Shareholder, in his capacity of Head - Strategic
337Finance and Treasury. He is responsible for financial planning for future strategies and treasury functions of The Manipal
Group. In Fiscal 2025, he did not receive any compensation from our Company.$
Arun Bhaskar is the chief information security officer of our Company and has been associated with our Company in his
current role since May 2, 2013. He holds a diploma in electronics and communication engineering from Department of
Technical Education, Government of Karnataka. He has more than 27 years of experience in information technology industry.
He is also associated with MTL, one of our Promoters and the Promoter Selling Shareholder, in the capacity of executive vice
president and chief information officer. He was previously associated with Manipal Media Network Limited (“MMNL”). He
is responsible for developing and implementing the cybersecurity strategy at our Company. In Fiscal 2025, he received an
aggregate compensation of ₹ 1.82 million and ₹ 4.20 million from MMNL and MTL, respectively, the Promoters of our
Company.#
$ Pursuant to the secondment agreement dated June 1, 2025, entered into between our Company and MTL, one of our Promoters and the Promoter Selling
Shareholder, Mayank Bhotika (the “Secondee”) is on secondment with our Company. The amount of remuneration ₹ 8.74 million is being paid to the Secondee,
on an individual basis, by MTL, one of our Promoters and the Promoter Selling Shareholder. The remuneration expense is accounted for in the books of
Manipal Technologies Limited, one of our Promoters and the Promoter Selling Shareholder. Mayank Bhotika was not associated with our Company in Fiscal
2025 and accordingly, has not received any remuneration in Fiscal 2025 from our Company.
# Arun Bhaskar was not on the payroll of our Company in Fiscal 2025, and accordingly, has not received any remuneration in Fiscal 2025 from our Company.
Status of the Key Managerial Personnel and the members of the Senior Management
Except for Arun Bhaskar, who is presently a permanent employee on the rolls of MTL, one of our Promoters and the Promoter
Selling Shareholder, and Mayank Bhotika, who is on secondment basis from MTL, all our Key Managerial Personnel and the
members of our Senior Management are permanent employees of our Company as on the date of this Updated Draft Red Herring
Prospectus – I.
Retirement and termination benefits under service contracts with Key Managerial Personnel and the members of the
Senior Management
Except for the applicable statutory benefits, none of our Key Managerial Personnel and the members of our Senior Management
would receive any benefits on their retirement or on termination of their employment with our Company.
Relationships of Directors with the Key Managerial Personnel and members of the Senior Management
None of our Key Managerial Personnel or the members of our Senior Management are related to any of our Directors, or other
Key Managerial Personnel and the members of our Senior Management of our Company.
Arrangements or understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel and the members of our Senior Management have been selected pursuant to any
arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.
Shareholding of the Key Managerial Personnel and the members of the Senior Management
Except as disclosed in “– Shareholding of our Directors in our Company” on page 325, none of our Key Managerial Personnel
and the members of our Senior Management hold any Equity Shares as on date of this Updated Draft Red Herring Prospectus
– I.
Payment or benefits to the Key Managerial Personnel and the members of the Senior Management
In Fiscal 2025, our Company has not paid any compensation or granted any benefit on an individual basis to any of our Key
Managerial Personnel or the members of our Senior Management (including contingent or deferred compensation), other than
the aggregate compensation as disclosed in “– Terms of appointment of our Executive Director”, “– Payment or benefits to
our Directors” and “– Key Managerial Personnel and the members of our Senior Management” on pages 323, 324 and 337,
respectively.
Bonus or profit-sharing plan of the Key Managerial Personnel and the members of the Senior Management
Except as disclosed in “– Bonus or profit-sharing plan for our Directors” on page 325, our Company does not have any
performance linked bonus or a profit-sharing plan for our Key Managerial Personnel and the members of our Senior
Management as on the date of this Updated Draft Red Herring Prospectus – I.
Interest of the Key Managerial Personnel and the members of the Senior Management
None of our Key Managerial Personnel and the members of our Senior Management have any interest in our Company, other
than to the extent of (i) the remuneration or benefits to which they are entitled in accordance with the terms of their appointment
or reimbursement of expenses incurred by them during the ordinary course of business, (ii) the Equity Shares held by them, if
338any, and any dividend payable to them and other benefits arising out of such shareholding, (iii) employee stock options held by
them and as disclosed under Capital Structure – Employee Stock Option Scheme” on page 125, and (iv) as disclosed under “–
Interest of our Directors” on page 325.
There is no conflict of interest between our Key Managerial Personnel and the members of our Senior Management and the
lessors of the immovable properties (which are crucial for the operations of our Company) as on the date of this Updated Draft
Red Herring Prospectus – I.
There is no conflict of interest between our Key Managerial Personnel and the members of our Senior Management and the
suppliers of raw materials and third-party service providers (which are crucial for the operations of our Company) as on the
date of this Updated Draft Red Herring Prospectus – I.
Changes in the Key Managerial Personnel and the members of the Senior Management during the last three years
Other than as disclosed in “– Changes in our Board during the last three years” on page 326, the changes in our Key
Managerial Personnel and the members of our Senior Management during the three years preceding the date of this Updated
Draft Red Herring Prospectus – I are as follows:
Name Designation Date of change Reason for change
Abhay Anant Gupte Chief Executive Officer September 20, 2023 Resignation
Kukkundoor Girish Kini Chief Executive Officer September 20, 2023* Appointment
Gopinathan Anil Shankar Chief Financial Officer January 30, 2024 Resignation
Ramanath Pai Chief Financial Officer January 30, 2024# Appointment
Jnaneshwara Prabhu Chief Operating Officer March 1, 2024 Appointment
Rajat Shuvra Sen Chief Growth Officer March 1, 2024 Appointment
Srinivas A G Chief People Officer April 1, 2024 Appointment
Binod Kumar Mandal Company Secretary May 13, 2024 Resignation
Dattatri Manjunatha Hardur Company Secretary May 13, 2024 Appointment
Mayank Bhotika Head - Strategic Finance and Treasury June 1, 2025 Appointment
* Appointed pursuant to a resolution dated September 20, 2023 passed by our Board and appointment letter dated September 22, 2023.
# Appointed pursuant to a resolution dated January 30, 2024 passed by our Board and appointment letter dated February 1, 2024.
The rate of attrition of our Key Managerial Personnel and the members of our Senior Management is not high in comparison
to the industry in which we operate.
The table below depicts the turnover of our Key Managerial Personnel and the attrition rate of our employees for the three-
month period ended June 30, 2025 and the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023:
Particulars Our Key Managerial Personnel Our employees
Turnover Total number Turnover rate* Attrition Total Attrition rate#
(%) number (%)
Three-month period ended 0 3 0.00 33 1,857 1.79
June 30, 2025
Fiscal ended March 31, 2025 1 3 33.33 80 1,831 5.64
Fiscal ended March 31, 2024 2 3 66.67 122 1,005 13.78
Fiscal ended March 31, 2023 0 3 0.00 106 766 14.06
* Turnover rate for our Key Managerial Personnel is calculated as a percentage of annual turnover of our Key Managerial Personnel in a particular period/
Fiscal to the average number of our Key Managerial Personnel in such period/ Fiscal. The average number of our Key Managerial Personnel in a particular
period/ Fiscal is calculated by the sum of total number of our Key Managerial Personnel at the beginning and at the end of a particular period/ Fiscal, divided
by two.
# Attrition rate for our employees is calculated as a percentage of annual attrition of our employees in a particular period/ Fiscal to the average number of our
employees in such period/ Fiscal. The average number of our employees in a particular period/ Fiscal is calculated by the sum of total number of our employees
at the beginning and at the end of a particular period/ Fiscal, divided by two.
Payment or benefit to the Key Managerial Personnel and the members of the Senior Management
No amount or benefit has been paid or given within the preceding two years or is intended to be paid or given to any officer of
our Company, including our Key Managerial Personnel and the members of our Senior Management, other than as disclosed
in “– Interest of the Key Managerial Personnel and the members of the Senior Management” and “Related Party
Transactions” on pages 338 and 426, respectively.
339Employee stock option/ purchase schemes
Except for Kukkundoor Girish Kini, Baikadi Narahari and Abhay Anant Gupte, none of our Directors hold any employee stock
options. For details on the ESOP Scheme and employee stock options held by our Directors, our Key Managerial Personnel
and the members of our Senior Management, as applicable, see “Capital Structure – Employee Stock Option Scheme” on page
125.
340OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are Tonse Gautham Pai, T. Satish U. Pai, Sandhya S. Pai, Manipal Technologies Limited,
Manipal Media Network Limited, Tridevitha Consultancy Services Private Limited and Tridevita Family Trust - 2017. As on
the date of this Updated Draft Red Herring Prospectus – I, our Promoters hold an aggregate of 139,302,995^ Equity Shares of
face value of ₹ 2 each, comprising 62.10% of our fully diluted paid-up equity share capital. For details of the build-up of our
Promoters’ shareholding in our Company, see “Capital Structure – Details of build-up, contribution and lock-in of Promoters’
shareholding and lock-in of other Equity Shares” on page 99.
^ Includes five Equity Shares of face value of ₹ 2 each held by Abhay Anant Gupte/ Madhuri Abhay Gupte (joint owners), Shirva Sudhish Rao, Kukkundoor
Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, respectively, in relation to which Manipal Technologies Limited is
the beneficial owner.
Individual Promoters
The details of Individual Promoters are as follows:
Tonse Gautham Pai, aged 51 years, is one of our Promoters and Director (Non-Executive).
For a complete profile of Tonse Gautham Pai, along with details of his date of birth, personal address,
educational qualifications, experience in business and employment and positions/ posts held in the
past, directorships held, other ventures, special achievements, business and other financial activities,
see “Our Management – Board of Directors” on page 320.
As on the date of this Updated Draft Red Herring Prospectus – I, Tonse Gautham Pai does not hold
any Equity Shares of face value of ₹ 2 each.
His permanent account number is ACZPP1142R.
T. Satish U. Pai, aged 83 years, is one of the Promoters of our Company. He has completed his
secondary schooling from Manipal High School and previously served on the executive committee of
Udayavani. He is currently associated with Manipal Media Network Limited as a whole-time director
and has over 49 years of experience in the field of printing and publishing. He has received awards
including but not limited to the Mudrana Rathna Lifetime Achievement award, the Aryabhatta Award
and the Swatantra Veer Savarkar award.
As on the date of this Updated Draft Red Herring Prospectus – I, T. Satish U. Pai does not hold any
Equity Shares of face value of ₹ 2 each.
Date of birth: November 26, 1941
Address: 38 Ananth Nagar, Manipal, Udupi, Karnataka 576 104.
His permanent account number is ADYPP0833B.
Other directorships held:
• The Canara Land Investments Limited
• Manipal Technologies Limited
• Manipal Media Network Limited
• Tridevitha Consultancy Services Private Limited
• Sharath Investments Private Limited
• MPL Enterprises Limited
• Manipal Press Private Limited
341Sandhya S. Pai, aged 78 years, is one of the Promoters of our Company. She holds a doctorate in
literature from Karnataka State Women’s University, Bijapur, Karnatata and has been associated with
Sharath Investments Private Limited and Taranga, Thushara and Tunturu as managing director and
managing editor, respectively. She has over 40 years of experience in the field of printing and
publishing and has received awards including but not limited to the Karnataka Media Academy Award,
the Shreemata Award and the Sahitya Nidhi Award.
As on the date of this Updated Draft Red Herring Prospectus – I, Sandhya S. Pai does not hold any
Equity Shares of face value of ₹ 2 each.
Date of birth: February 26, 1947
Address: 38 Ananth Nagar, Udupi, Manipal, Karnataka 576 104.
Her permanent account number is AEPPP0602N.
Other directorships held:
• Tridevitha Consultancy Services Private Limited
• Sharath Investments Private Limited
Our Company confirms that the permanent account number, bank account number, passport number, Aadhar card number and
driving license number of Tonse Gautham Pai, T. Satish U. Pai and Sandhya S. Pai has been submitted to the Stock Exchanges
at the time of filing of the Pre-filed Draft Red Herring Prospectus.
Corporate Promoters
The details of Corporate Promoters are as follows:
1. Manipal Technologies Limited
Corporate Information:
Manipal Technologies Limited was incorporated on January 13, 2000, as ‘Manipal Press Private Limited’, as a private
limited company under the Companies Act, 1956. Subsequently, upon its conversion from a private limited company
to a public limited company as ‘Manipal Press Limited’, it received a fresh certificate of incorporation dated April 4,
2000. The name was subsequently changed to its present name, ‘Manipal Technologies Limited’, pursuant to a fresh
certificate of incorporation dated May 23, 2011.
The registered office of Manipal Technologies Limited is situated at Udayavani Building, Press Corner, Manipal –
576 104, Karnataka, India.
Nature of business
Manipal Technologies Limited is primarily engaged in the business of printing newspapers, magazine, journals,
periodicals, cards including prepaid cards, holograms and continuous stationeries by the use of technology, and
undertake data processing, card issuance, payment system management, and act as business correspondents, fintech
business correspondents for scheduled banks, commercial banks and financial institutions in India and abroad for
offering products through tech-based solutions and providing services of switching, issuance and acquiring solutions
for digital payments and sell financial products and services , to consumers directly (B2C) or via networks (B2B).
They also manufacture and print radio frequency identification products and allied services such as self-service kiosks
to banks, financial and public institutions, individuals, firms and corporation, Government, non-government, local and
semi-government bodies in India or other countries.
Board of directors of Manipal Technologies Limited
As on the date of this Updated Draft Red Herring Prospectus – I, the board of directors of Manipal Technologies
Limited comprises of:
S. No. Name of the director Designation
1. Tonse Gautham Pai Executive chairman and whole-time director
2. Abhay Anant Gupte Managing director & chief executive officer
3. T. Satish U. Pai Non-executive director
4. Sachin Tonse Pai Non-executive director
5. Prabhakara Dayananda Kamath Non-executive director
6. Padmaja Shailen Ruparel Independent director
342S. No. Name of the director Designation
7. Sujir Prabhakar Independent director
8. Sagar Mukhopadhyay Non-executive director
Shareholding pattern
The shareholding pattern of Manipal Technologies Limited on the date of this Updated Draft Red Herring Prospectus
– I is as provided below:
S. No. Name of the shareholder No. of equity shares of face value of ₹ Shareholding percentage
10 each (%)
1. Sandhya S. Pai (on behalf of Tridevita Family 7,088,598 67.90
Trust – 2017)
2. Sharath Investments Private Limited 1,482,506 14.20
3. Zeta Infotech Private Limited 475,200 4.55
4. Thomas Greg & Sons Limited (Guernsey) 260,774 2.50
S.A.
5. Trinita Family Trust 260,260 2.49
6. Devita Family Trust 260,260 2.49
7. T. Ramdas Pai 190,128 1.82
8. T. Ashok Pai 186,474 1.79
9. T. Narayan Pai 81,000 0.78
10. Vidya Shanbhogue 70,277 0.67
11. Gayathri Pai 23,436 0.22
12. Vasanthi Ramadas Pai 14,064 0.13
13. T. Sanjay Pai 9,375 0.09
14. T. Sunil Pai 7,032 0.07
15. Ranjan Ramdas Pai 7,026 0.07
16. Tonse Sachin Pai 6,000 0.06
17. Asha S. Pai 5,450 0.05
18. T. Satish U. Pai (HUF) 3,750 0.04
19. T. Narayan M Pai Jointly With Vijayalaxmi
N Pai 3,516 0.03
20. Savoy Agencies Private Limited 3,124 0.03
21. Vijayalaxmi N Pai 1,562 0.01
22. Jyothi G Nayak 1 0.00
Total 10,439,813 100.00
Pursuant to the Composite Scheme of Amalgamation and Arrangement (“Scheme”) approved by the National Company Law Tribunal, Bengaluru,
vide its order dated August 29, 2025, Manipal Technologies Limited is in the process of allotting equity and preference shares to the shareholders
of the merged entities. The shareholding pattern of Manipal Technologies Limited as set out above shall be updated to reflect the shareholding
pattern upon completion of the allotment of equity and preference shares pursuant to the Scheme prior to the filing of the Red Herring Prospectus.
For details, please see “Risk Factors – Our Promoters, Manipal Technologies Limited and Manipal Media Network Limited, have undergone a
corporate restructuring. Any delay or challenge in connection with the execution of the Scheme could affect the operations or financial condition
of our Corporate Promoters and, in turn, adversely impact our Company.” on page 48.
Shareholding of Manipal Technologies Limited in our Company
As on the date of this Updated Draft Red Herring Prospectus – I, Manipal Technologies Limited holds 139,302,995^
Equity Shares of face value of ₹ 2 each, representing 62.10% of the issued, subscribed and paid-up equity share capital
of our Company.
^ Includes five Equity Shares of face value of ₹ 2 each held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish
Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya Kamath and Prabhakara Dayananda Kamath, as registered holders, of which
Manipal Technologies Limited is the beneficial owner.
Details of change in control of Manipal Technologies Limited
There has been no change in the control of Manipal Technologies Limited in the last three years immediately preceding
the date of this Updated Draft Red Herring Prospectus – I. Pursuant to the Composite Scheme of Amalgamation and
Arrangement approved by the National Company Law Tribunal, Bengaluru, vide its order dated August 29, 2025, the
shareholding pattern of Manipal Technologies Limited will undergo certain changes upon allotment of shares to
shareholders of the merged entities. The details change in control of Manipal Technologies Limited shall be updated
to reflect the impact of the Scheme upon completion of the relevant corporate actions prior to the filing of the Red
Herring Prospectus. For details, please see “- Corporate Promoters – 1. Manipal Technologies Limited”, “-
Composite Scheme of Amalgamation and Arrangement” and “Risk Factors – Our Promoters, Manipal
Technologies Limited and Manipal Media Network Limited, have undergone a corporate restructuring. Any delay
or challenge in connection with the execution of the Scheme could affect the operations or financial condition of
our Corporate Promoters and, in turn, adversely impact our Company.” on pages 342, 347 and 48, respectively.
343Promoter of Manipal Technologies Limited
Tridevita Family Trust – 2017 is the promoter of Manipal Technologies Limited:
Natural persons in control (i.e., holding 15% or more voting rights) or who are on the board of directors of such
corporate promoter of the Promoter:
Tridevita Family Trust - 2017 holding 15% or more Not applicable
voting rights
board of trustees 1. Sandhya S Pai
2. Tridevitha Consultancy Services Private Limited
Our Company confirms that the permanent account number, bank account number, company registration number of
Manipal Technologies Limited along with the address of the registrar of the companies where Manipal Technologies
Limited is registered has been submitted to the Stock Exchanges at the time of filing of the Pre-filed Draft Red Herring
Prospectus.
2. Manipal Media Network Limited
Corporate Information
Manipal Media Network Limited was incorporated on December 22, 1948, under the name of ‘Express Printers Private
Limited’, as a private limited company under the Indian Companies Act, 1913. Pursuant to the certificate of
incorporation dated April 6, 2000, its name was changed to ‘Manipal Printers & Publishers Limited’. Further, its name
was changed to its present name, ‘Manipal Media Network Limited’ pursuant to a fresh certificate of incorporation
dated June 28, 2000, under the Companies Act, 1956.
The registered office of Manipal Media Network Limited is situated at New Udayavani Building, Tile Factory Road,
NA, Udupi, Manipal 576 104, Karnataka, India.
Nature of business
Manipal Media Network Limited is engaged in the business of printing, publishing newspapers and magazine., acting
as buyers, sellers or agents for sale of machinery, books, accessories and deal with cable network and satellite,
advertising and operating V-SAT Networks, fibre optics and acts as a one stop destination to its customers for
multimedia solutions.
Board of directors of Manipal Media Network Limited
As on the date of this Updated Draft Red Herring Prospectus – I, the board of directors of Manipal Media Network
Limited comprises of:
S. No. Name of the director Designation
1. Vinod Kumar Managing director & Chief executive officer
2. T. Satish U. Pai Whole-time director
3. Perdoor Vaman Mallya Non-executive director
4. Sagar Mukhopadhyay Non-executive director
5. Shrikanth Prabhu Independent director
6. Sujir Prabhakar Independent director
Shareholding pattern
The shareholding pattern of Manipal Media Network Limited as on the date of this Updated Draft Red Herring
Prospectus – I is as provided below.
Equity share capital of Manipal Media Network Limited:
S. No. Name of the shareholder No. of equity shares of face value Shareholding percentage
of ₹ 10 each (%)
1. Sandhya S. Pai (holds on behalf of Tridevita Family 16,749,540 52.79
Trust – 2017)
2. Manipal Technologies Limited 4,446,380 14.01
3. T Ashok Pai 3,853,529 12.15
4. Sharath Investment Private Limited 3,586,745 11.30
5. Zeta Infotech Private Limited 1,188,000 3.75
6. Trinita Family Trust – 2017 650,650 2.05
7. Devita Family Trust- 2017 650,650 2.05
344S. No. Name of the shareholder No. of equity shares of face value Shareholding percentage
of ₹ 10 each (%)
8. Dr. Ramdas M Pai 370,533 1.17
9. Vidya Shanbhogue 175,692 0.55
10. Asha S Pai 55,580 0.18
11. Jyothi G. Nayak (as nominee of Sharath Investment 1 0.00
Private Limited)
Total 31,727,300 100.00
Preference share capital of Manipal Media Network Limited:
S. No. Name of the shareholder No. of preference shares of Shareholding percentage (%)
face value of ₹ 10 each
1. T. Satish U. Pai 1,449,628 64.82
2. T Ashok Pai 385,353 17.23
3. Sharath Investment Private Limited 358,675 16.04
4. Dr. Ramdas M Pai 37,053 1.66
5. Asha S Pai 5,558 0.25
Total 2,236,267 100.00
For details, please see “Risk Factors – Our Promoters, Manipal Technologies Limited and Manipal Media Network
Limited, have undergone a corporate restructuring. Any delay or challenge in connection with the execution of the
Scheme could affect the operations or financial condition of our Corporate Promoters and, in turn, adversely
impact our Company.” on page 48.
Shareholding of Manipal Media Network Limited in our Company
As on the date of this Updated Draft Red Herring Prospectus – I, Manipal Media Network Limited does not hold any
Equity Shares of our Company.
Details of change in control of Manipal Media Network Limited
There has been no change in the control of Manipal Media Network Limited in the last three years immediately
preceding the date of this Updated Draft Red Herring Prospectus – I.
Promoters of Manipal Media Network Limited
The following are the promoters of Manipal Media Network Limited:
Tridevita Family Trust - 2017
Natural persons in control (i.e., holding 15% or more voting rights) or who are on the board of directors of such
corporate promoter of the Promoter:
Tridevita Family Trust - 2017 holding 15% or more voting Not applicable
rights
board of trustees 1. Sandhya S Pai
2. Tridevitha Consultancy Services Private Limited
Our Company confirms that the permanent account number, bank account number, company registration number of
Manipal Media Network Limited along with the address of the registrar of the companies where Manipal Media
Network Limited is registered has been submitted to the Stock Exchanges at the time of filing of the Pre-filed Draft
Red Herring Prospectus.
3. Tridevitha Consultancy Services Private Limited
Corporate Information
Tridevitha Consultancy Services Private Limited was incorporated on March 10, 2017. The registered office of
Tridevitha Consultancy Services Private Limited is situated at II Floor, Udayavani Building, Tile Factory Road, Udupi,
Manipal, Karnataka, India, 576104.
Nature of business
(i) To act as consultants and to advice and assist on all aspects of corporate, commercial and industrial
management or activity including personal advertising and public relations, public welfare marketing,
taxation, technology, insurance, purchasing, sale, quality control, computer applications, software,
345productivity, planning, research and development, organization import and export business, industrial
relations and management and to make evaluation, feasibility studies, project reports, forecasts and surveys
and to give expert advice and suggest ways and means for improving efficiency to mines, trades, plantations,
business organizations registered or co- operative societies, partnership or proprietary concern and industries
of all kinds and elsewhere in the world and improvement of business management office, organization and
export management; to supply to and provide, maintain and operate services, facilities, consciences, bureau
and the like for the benefit of any company; to recruit and/or advice on the recruitment of staff for any
company; and
(ii) To undertake and carry on, whether solely or jointly or otherwise in association with any other person(s),
natural or juristic, the business of Trusteeship and executor of wills and other such documents; To act in any
role which requires trusteeship services for individuals, companies, Trusts and other entities and to act in
general in a position of trust; To carry out the directions such holding obligates and to assist in the devolution
of assets in accordance with the desires of the owners of the assets in the capacity of trustees and executors
or otherwise and to offer trusteeship related aligned services; To set up, promote, invest, settle, administer,
execute and manage any Trust and distribute any income capital annuity other amounts or benefits to
beneficiaries or person/s entitled thereto.
Board of directors
As on the date of this Updated Draft Red Herring Prospectus – I, the board of directors of Tridevitha Consultancy
Services Private Limited comprises of:
S. No. Name of the director Designation
1. T. Satish U. Pai Director
2. Sandhya S. Pai Director
3. Alevooru Umanath Bhat Director
Shareholding pattern
The shareholding pattern of Tridevitha Consultancy Services Private Limited as on the date of this Updated Draft Red
Herring Prospectus – I is as provided below.
S. No. Name of the shareholder No. of equity shares of face value Shareholding percentage
of ₹ 10 each (%)
1. Sandhya S. Pai 9,900 99%
2. T. Satish U. Pai 100 1%
Total 10,000 100%
Shareholding of Tridevitha Consultancy Services Private Limited in our Company
As on the date of this Updated Draft Red Herring Prospectus – I, Tridevitha Consultancy Services Private Limited
does not hold any Equity Shares of our Company.
Details of change in control of Tridevitha Consultancy Services Private Limited
There has been no change in the control of Tridevitha Consultancy Services Private Limited in the last three years
immediately preceding the date of this Updated Draft Red Herring Prospectus – I.
Promoters of Tridevitha Consultancy Services Private Limited
The following is the promoter of Tridevitha Consultancy Services Private Limited:
(i) Sandhya S. Pai
Our Company confirms that the permanent account number, bank account number, company registration number of
Tridevitha Consultancy Services Private Limited along with the address of the registrar of the companies where
Tridevitha Consultancy Services Private Limited is registered has been submitted to the Stock Exchanges at the time
of filing of this Updated Draft Red Herring Prospectus – I.
Promoter Trust
The details of Promoter Trust are as follows:
346Tridevita Family Trust – 2017
Trust information and history
Tridevita Family Trust - 2017 was formed pursuant to a trust deed dated March 11, 2017, and was restated and amended
pursuant to a deed of restatement and amendment dated November 15, 2019. The principal office of Tridevita Family
Trust – 2017 is located at 38, Ananth Nagar, Manipal 576 104, Udupi, Karnataka. T. Satish U. Pai is the settlor of
Tridevita Family Trust - 2017.
As on the date of this Updated Draft Red Herring Prospectus – I, Tridevita Family Trust - 2017 does not hold any
Equity Shares of face value of ₹ 2 each in our Company.
The permanent account number of the Tridevita Family Trust – 2017 is AACTT9642D.
Nature of business
(i) To provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational transfer
of the Trust Fund amongst the Beneficiaries;
(ii) To provide for different needs and requirements of the Beneficiaries depending upon changing circumstances
of lifestyle and their varying needs including, as applicable, but not limited to (i) maintenance (ii) education
(iii) marriage expenses (iv) medical expenses (v) residence; and (vi) other expenses and contingencies of the
Beneficiaries; and
(iii) To ensure that the Trust Fund is properly managed and administered in accordance with the provisions of the
Deed as restated and amended by this Restatement Deed
Trustees
The trustees of Tridevita Family Trust – 2017 as on the date of this Updated Draft Red Herring Prospectus – I are
Sandhya S. Pai and Tridevitha Consultancy Services Private Limited.
Beneficiaries
The primary beneficiaries of Tridevita Family Trust - 2017 are Sandhya S. Pai, Trisha Gautham Pai and Devina Pai.
The secondary beneficiaries of Tridevita Family Trust - 2017 are Vanita Pai, Trinita Family Trust – 2017 and Devita
Family Trust – 2017.
Settlor
The settlor of Tridevita Family Trust – 2017 is T. Satish U. Pai
Objects and purpose
(a) To provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational transfer of the
trust fund amongst the beneficiaries;
(b) To provide for different needs and requirements of the beneficiaries depending upon changing circumstances of
lifestyle and their varying needs including, as applicable, but not limited to (i) maintenance; (ii) education; (iii)
marriage expenses; (iv) medical expenses; (v) residence; and (vi) other expenses and contingencies of the beneficiaries;
and
(c) To ensure that the trust fund is properly managed and administered in accordance with the provisions of the trust
deed as restated and amended by this restatement deed.
Change in Control or management of Tridevita Family Trust - 2017
There has been no change in control or management of Tridevita Family Trust – 2017 in the three years immediately
preceding the date of this Updated Draft Red Herring Prospectus – I. Sandhya S. Pai and Tridevitha Consultancy
Services Private Limited have been in control of Tridevita Family Trust – 2017 in the preceding three years.
Our Company confirms that the permanent account number and bank account number of the Tridevita Family Trust –
2017 has been submitted to the Stock Exchanges at the time of filing of the Pre-filed Draft Red Herring Prospectus.
Composite Scheme of Amalgamation and Arrangement
347Our Corporate Promoters, Manipal Media Network Limited, and Manipal Technologies Limited, and certain others
(collectively, the “Petitioner Companies”) have undertaken Composite Scheme of Amalgamation and Arrangement (the
“Scheme”) before the National Company Law Tribunal, Bengaluru (“NCLT”) on October 24, 2024, which was approved by
the NCLT vide order dated August 29, 2025(“Order”). Under the Scheme, the entire undertaking of Westtek Enterprises Private
Limited and TMGP Enterprises Private Limited were transferred and vested in favour of Manipal Media Network Limited
(“Phase I of the Scheme”). Pursuant to completion of Phase I of the Scheme, the chemical business transferred to Manipal
Media Network Limited have been demerged and transferred to Ranusha Fragrance Private Limited (“Phase II of the
Scheme”). Upon completion of Phase II of the Scheme, the entire undertaking of Ranusha Fragrance Private Limited have been
transferred and vested in favour of Manipal Technologies Limited (“Phase III of the Scheme”). Thereafter, upon successful
execution of Phase III of the Scheme, the entire undertaking of Manipal Prakashan Limited and Shivally Investment Company
Private Limited have been transferred and vested in favour of Manipal Technologies Limited (“Phase IV of the Scheme”).
Pursuant to completion of Phase IV of the Scheme, the entire undertaking of Questpro Consultancy Services Private Limited
has been transferred and vested in favour of Manipal Technologies Limited. The rationale for undertaking this Scheme inter
alia includes (i) simplification of the group structure and reduction of administrative costs; (ii) facilitate enhancement of the
potential of the business in order to attract strategic/ financial investors; and (iii) enable promoters and members of the promoter
group to streamline and simplify their shareholding structure and reduce the number of shareholding tiers. Further, pursuant to
the Scheme, Manipal Technologies Limited is in the process of allotting equity and preference shares to the shareholders of the
merged entities, and its shareholding pattern shall be updated to reflect such allotments prior to filing of the Red Herring
Prospectus. As on the date of this Updated Draft Red Herring Prospectus – I, Manipal Technologies Limited holds 62.10% of
our shareholding on a fully diluted basis, while Manipal Media Network Limited does not hold any Equity Shares in our
Company.
Pursuant to the Order, the Petitioner Companies are required to file a copy thereof with the Registrar of Companies, Karnataka
(“RoC, Karnataka”) in Form INC-28, upon which the status of the relevant entities would be updated from “Active” to
“Amalgamated” in the records of the RoC, Karnataka. The Petitioner Companies have filed Form INC-28 with the RoC,
Karnataka, and the same has been approved for Westtek Enterprises Private Limited, TMGP Enterprises Private Limited,
Ranusha Fragrance Private Limited, Manipal Prakashan Limited, Shivally Investment Company Private Limited and Questpro
Consultancy Services Private Limited which have accordingly ceased to exist. For details, see “Risk Factors – Our Promoters,
Manipal Technologies Limited and Manipal Media Network Limited, have undergone a corporate restructuring. Any delay
or challenge in connection with the execution of the Scheme could affect the operations or financial condition of our
Corporate Promoters and, in turn, adversely impact our Company.” on page 48.
Change in the control of our Company
There has been no change in control of our Company in the last five years immediately preceding the date of this Updated Draft
Red Herring Prospectus – I. However, pursuant to resolution dated June 16, 2025, passed by our Board of Directors, in addition
to Tonse Gautham Pai and T. Satish U. Pai, who are the original promoter of our Company, Sandhya S. Pai, Manipal
Technologies Limited, Manipal Media Network Limited, Tridevitha Consultancy Services Private Limited and Tridevita
Family Trust – 2017 have also been identified as Promoters of our Company.
Pursuant to the Scheme certain undertakings of Manipal Media Network Limited were transferred and vested in favour of
Manipal Technologies Limited. Notwithstanding the implementation of the Scheme, Manipal Media Network Limited
continues to be identified as a Promoter of our Company, and there has been no change in the control of our Company as a
result of the Scheme.
Other ventures of our Promoters
Other than as disclosed in “– Promoter Group – Entities forming part of the Promoter Group”, “History and Certain
Corporate Matters – Subsidiaries, joint ventures and associates” and “Our Group Companies” on pages 351, 315 and 471,
respectively, our Promoters are not involved in any other ventures.
Interests of our Promoters
Our Promoters are interested in our Company, to the extent (i) that they have promoted our Company, (ii) the extent of their
direct and indirect shareholding in our Company, the shareholding of their relatives and entities in which our Promoters are
interested and which hold Equity Shares in our Company; and (iii) dividend payable upon such shareholding, if any, and any
other distributions in respect of their shareholding in our Company or the shareholding of their relatives or such entities, if any.
For details on shareholding of our Promoters in our Company, see “Capital Structure – Details of build-up, contribution and
lock-in of Promoters’ shareholding and lock-in of other Equity Shares” on page 99. Additionally, our Promoters may be
interested in transactions entered into by our Company or our Subsidiaries with them, their relatives or other entities (i) in which
our Promoters hold shares, directly or indirectly or (ii) which are controlled by our Promoters.
Our Promoters have no interest in any property acquired by our Company in the preceding three years from the date of filing
this Updated Draft Red Herring Prospectus – I with SEBI or proposed to be acquired by our Company as on the date of this
348Updated Draft Red Herring Prospectus – I, or in any transaction by our Company for acquisition of land, construction of
building and supply of machinery, save as follows:
(i) our Company has purchased the variable data print and secure logistics division (the “VDP Division”) of Manipal
Technologies Limited (one of our Promoters) on a going concern basis and by means of a slump sale. The acquisition
of the VDP Division has been undertaken by our Company with an effective date of March 31, 2024, and at a purchase
consideration of ₹ 550.00 million. For details, see “History and Certain Corporate Matters – Details regarding
material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets,
etc. in the last 10 years” on page 311.
(ii) our Company has purchased the revenue assurance business of Manipal Technologies Limited (one of our Promoters)
on a going concern basis and by means of a slump sale. The acquisition of the revenue assurance business has been
undertaken by our Company with an effective date of April 1, 2025, and at a purchase consideration of ₹ 3,600.00
million. For details, see “History and Certain Corporate Matters - Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years”
on page 311.
Except as disclosed in the section “Our Management – Board of Directors” on page 320 of this Updated Draft Red Herring
Prospectus – I, our Promoters are not interested as a member in any a firm or company which has any interest in our Company.
Further, no sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which any of our
Promoters are interested as a member, in cash or shares or otherwise by any person either to induce our Individual Promoter to
become, or to qualify him as a director or otherwise, for services rendered by any of our Promoters or by such firm or company,
in connection with the promotion or formation of our Company.
As on the date of this Updated Draft Red Herring Prospectus – I, our Promoters and members of the Promoter Group do not
have any conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of
our Company).
As on the date of this Updated Draft Red Herring Prospectus – I, there are no conflicts of interest between the lessors of
immovable properties (crucial for operations of our Company) and our Promoters and members of the Promoter Group, save
as follows:
(i) Our Registered and Corporate Office premises has been taken on lease from one of our Promoters, Manipal Media
Network Limited;
(ii) Our Promoter, Tonse Satish Pai, is also a director of Canara Land Investments Limited, who is the lessor of factory
premises of Manipal Media Network Limited, located at Door No. 16-338 in Survey No.52/2 of the godown space
measuring 15,562 sq. ft. situated in Shivally Village area of Manipal – 576104.
(iii) Manufacturing facility for cards, situated at Survey no. 52/3C & 52/7, Udayavani Road, Near Udayavani Building,
Manipal 576 104, has been leased to us by one of our Corporate Promoters, Manipal Media Network Limited.
Other than as disclosed in “Related Party Transactions” on page 426, no amount or benefit has been paid or given to our
Promoters or any of the members of the Promoter Group during the two years preceding this Updated Draft Red Herring
Prospectus – I nor is there any intention to pay or give any amount or benefit to our Promoters or any of the members of the
Promoter Group, other than in the ordinary course of business, and as disclosed in this Updated Draft Red Herring Prospectus
– I. Further, pursuant to the Manipal Trademark Agreement, Manipal Technologies Limited has granted to our Company, a
non-exclusive, non-transferable and revocable right to use certain trademarks, including the mark the “The Manipal Group”
and variations thereof as set out in the Manipal Trademark Agreement, and related marks, along with certain marketing indicia
of the brand. For details, see “History and Certain Corporate Matters – Other key agreements” and “Risk Factor – We depend
on The Manipal Group, including its brand and recognition, for our operations. Any change in our relationship with The
Manipal Group could adversely affect our operations and our ability to retain and expand our customer base.” on pages 314
and 46, respectively.
Material guarantees given by our Promoters with respect to the Equity Shares of our Company
Except as disclosed below, there are no material guarantees given by our Promoters to third parties, with respect to the Equity
Shares of face value of ₹ 2 each:
S. No. Entity in whose favour the Guarantee Amount Outstanding Reason for guarantee
guarantee has been provided as of the date of this Updated
Draft Red Herring Prospectus – I
(₹ in million)
Manipal Technologies Limited
1. Catalyst Trusteeship Limited 3,139.00 Guarantee given in respect of non-convertible debentures
issued by Manipal Media Network Limited
349*Pursuant to the unattested share pledge agreement dated April 23, 2024, 86,225,208 Equity Shares (including five Equity Shares of face value of ₹ 2 each
held by each of Abhay Anant Gupte (jointly held with Madhuri Abhay Gupte), Shirva Sudhish Rao, Kukkundoor Girish Kini, Katapadi Govindraya Subraya
Kamath and Prabhakara Dayananda Kamath, as registered holders, of which Manipal Technologies Limited is the beneficial owner) of face value of ₹ 2 each
held by Manipal Technologies Limited (the “Pledged Shares”) in our Company, have been pledged in favour of Catalyst Trusteeship Limited, in relation to
Non-Convertible Debentures issued by MMNL.
For details, see “History and Certain Corporate Matters – Details of guarantees given to third parties by the Promoter Selling
Shareholder” on page 318.
Companies with which our Promoters have disassociated in the last three years
Except as disclosed below, our Promoters have not disassociated themselves from any companies or firms during the last three
years preceding the date of this Updated Draft Red Herring Prospectus – I:
Name of the Promoter Name of company or firm from Reasons for and circumstances Date of
which Promoter has disassociated leading to disassociation disassociation
Manipal Media Network Limited Westtek Enterprises Private Limited Management strategic decision March 28, 2023
Primacy Global Enterprises Private Management strategic decision March 30, 2025
Limited
Manipal Energy & Infratech Limited By virtue of Composite Scheme of September 23, 2025
Amalgamation and Arrangement
Manipal Technologies Limited By virtue of Composite Scheme of September 23, 2025
Amalgamation and Arrangement
Manipal Ace Event Management Struck off July 24, 2025
Company Private Limited
Manipal Technologies Limited Manipal Utility Packaging Solutions Sale of entire stake to JK Paper November 16, 2023
Private Limited Limited.
Sandhya S. Pai Techshresta Solutions Private Limited Sale of entire stake to unrelated February 29, 2024
investors
Gunantha Manufacturing Solutions Sale of entire stake to unrelated February 27, 2024
Private Limited investors
Tridevita Family Trust-2017 Shivally Investment Company Private By virtue of Composite Scheme of October 17, 2025
Limited Amalgamation and Arrangement
By virtue of Composite Scheme of September 23, 2025
Westtek Enterprises Private Limited
Amalgamation and Arrangement
By virtue of Composite Scheme of October 21, 2025
Manipal Prakashan Limited
Amalgamation and Arrangement
Tonse Gautham Pai By virtue of Composite Scheme of September 23, 2025
Ranusha Fragrance Private Limited
Amalgamation and Arrangement
Other confirmations
Our Promoters and members of our Promoter Group have not been declared as Wilful Defaulters or Fraudulent Borrowers.
Our Promoters and members of our Promoter Group have not been debarred from accessing the capital market for any reasons
by SEBI or any other regulatory or governmental authorities.
Our Individual Promoter has not been declared as a fugitive economic offender in accordance with Section 12 of the Fugitive
Economic Offenders Act, 2018.
Our Promoters are not and have never been a promoter of any other company which is debarred from accessing capital markets.
Our Promoter Group
Persons constituting the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations except
the Promoters and our Subsidiaries are set out below:
Individuals forming part of the Promoter Group
S. No. Name of the individuals Relationship
Tonse Gautham Pai
1. T. Satish U. Pai Father
2. Sandhya S. Pai Mother
3. Trisha Gautham Pai Daughter
4. Devina Pai Daughter
5. Vanita Pai Spouse
6. Nandana Pai Sister
7. Sudha Jain Mother-in-law
350S. No. Name of the individuals Relationship
8. Smita Jain Sister-in-law
T. Satish U. Pai
1. Sandhya S. Pai Spouse
2. Tonse Gautham Pai Son
3. Nandana Pai Daughter
4. Tara Dinesh Kudva Sister
5. Jaya Prabhakar Sister-in-law
6. Vidya Ravindranath Shanbhogue Sister-in-law
7. Baliga Bantwal Ramachandra Brother-in-law
8. Bantwal Harindranath Baliga Brother-in-law
Sandhya S. Pai
1. T. Satish U. Pai Spouse
2. Tonse Gautham Pai Son
3. Nandana Pai Daughter
4. Tara Dinesh Kudva Sister-in-law
5. Jaya Prabhakar Sister
6. Vidya Ravindranath Shanbhogue Sister
7. Baliga Bantwal Ramachandra Brother
8. Bantwal Harindranath Baliga Brother
Entities forming part of the Promoter Group
As on the date of this Updated Draft Red Herring Prospectus – I, the entities forming part of our Promoter Group are as follows:
S. No. Name of the entity
1. Manipal Business Solutions Private Limited
2. Manipal Logistics Private Limited
3. Manipal Holdings Limited (United Arab Emirates)
4. Manipal Digital Holdings GmbH (Germany)
5. Simplepay Solutions Private Limited
6. MHL International Holdings Limited (Mauritius)
7. Medienfabrik Gesellschaft fur Mediengestaltung und -produktion mbH (Germany)
8. Manipal International Printing Press Limited (Kenya)
9. Manipal International Press Limited (Nigeria)
10. Simplepay Finance Private Limited
11. Noovocom Advantages Private Limited
12. Angularity Analytics Private Limited
13. Manipal Thomas Greg Press Private Limited
14. La Scenteur Fragrance Technologies Private Limited
15. Aromee Brands Private Limited
16. Manipal Fintech Private limited (Formerly known as Sahibandhu Fintech Services Private Limited)
17. Manipal Energy & Infratech Limited
18. Manipal Digital Network Limited
19. Zeta Infotech Private Limited
20. Sharath Investments Private Limited
21. Manipal Global Services Private Limited
22. Testprep Prints Private Limited
23. Adsyndicate Services Private Limited
24. Manipal Global Limited (United Kingdom)
25. iBridge Commercial Solutions DMCC (United Arab Emirates)
26. Global consumer acquisition LLC (United States of America)
27. Alliance Global Sourcing LLC (United States of America)
28. Canara Security Press Limited
29. Westtek Enterprise Solutions Private Limited
30. Zeta Cyber Solutions Private Limited
31. TGP Trading FZCO (United Arab Emirates)
32. Manipal Press Private Limited
33. Maniprana Yoga Studio (OPC) Private Limited
34. GP Global Limited (United Arab Emirates)
35. Primacy Industries Private Limited
36. MVP Group International Inc. (United States of America)
37. Pikspire Studios Private Limited
38. Devita Family Trust – 2017
39. Trinita Family Trust – 2017
40. Compack Packaging Unit
41. Tonse Satish Upendra Pai HUF
351S. No. Name of the entity
42. Manipal Specialty Chemicals Private Limited
43. Mangalore Scents Private Limited
352DIVIDEND POLICY
The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved by
our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the applicable laws including
the Companies Act, 2013 together with the applicable rules notified thereunder and the dividend distribution policy of our
Company may be reviewed and amended periodically by our Board in accordance with the same. The dividend distribution
policy of our Company was approved and adopted by our Board at its meeting on June 23, 2025 (“Dividend Policy”).
In terms of the Dividend Policy, the dividend pay-out, if any, shall be determined by the Board after taking into account a
number of financial parameters, including but not limited to: (i) internal factors such as past performance/ reputation of our
Company, working capital management in our Company and cash holdings in our Company; and (ii) external factors including
but not limited to taxation and other regulatory concerns, product/ market expansion plan and macroeconomic conditions.
In addition, our Company’s ability to pay dividends in the future may be impacted by a number of other factors, including
restrictive covenants under our current or future loan or financing documents or arrangements, our Company may enter into
finance our fund requirements for our business activities from time to time.
Except as disclosed below, our Company has not declared any dividends on equity shares during Fiscal 2023, Fiscal 2024,
Fiscal 2025, the three-month period ended June 30, 2025, and from July 1, 2025, till date of this Updated Draft Red Herring
Prospectus – I:
Particulars From July 1, 2025, till date As at and for the As at and for the Fiscal
of this Updated Draft Red three-month period 2025 2024 2023
Herring Prospectus – I ended June 30, 2025
Number of equity shares 222,365,000 222,365,000 206,805,000 41,361,000 41,361,000
Face value of equity shares 2.00 2.00 2.00 10.00 10.00
(in ₹)
Interim dividend (in ₹ N.A. N.A. N.A. - -
million)
Aggregate dividend* (in ₹ N.A. N.A. N.A. 41.36 41.36
million)
Dividend per equity share (in N.A. N.A. N.A. 1 1
₹)
Rate of dividend (%) N.A. N.A. N.A. 10 10
Dividend distribution tax (in N.A. N.A. N.A. - -
₹ million )
Mode of payment N.A. N.A. N.A. Bank Transfer Bank Transfer
As certified by Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
* Including the amount of withholding taxes.
Note:
Pursuant to our Board resolution dated May 13, 2024, and the Shareholders’ resolution dated May 15, 2024, each equity share of our Company of face value
of ₹ 10 was sub-divided into Equity Share of face value of ₹2 each. Accordingly, the authorised share capital of ₹ 500,000,000 comprising of 50,000,000
equity shares of ₹ 10 each were sub-divided into ₹ 500,000,000 comprising of 250,000,000 Equity Shares of ₹2 each and the aggregate issued, subscribed
and paid-up capital of our Company of ₹ 413,610,000 consisting of 41,361,000 equity shares of face value of ₹ 10 each were sub-divided into ₹ 413,610,000
consisting of 206,805,000 Equity Shares of face value of ₹ 2 each.
There is no guarantee that any dividends will be declared or paid in the future.
353SECTION VI: FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
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354Independent Auditors' Examination Report on the Restated Financial Information of Manipal Payment and Identity
Solutions Limited (formerly known as “MCT Cards & Technology Limited” and “MCT Cards & Technology Private
Limited")
To
The Board of Directors
Manipal Payment and Identity Solutions Limited
(formerly known as MCT Cards & Technology Limited and MCT Cards & Technology Private Limited)
Udayavani Building, Manipal
Press Corner
Udupi, Manipal 576 104
Karnataka, India
Dear Sirs,
1. We have examined the attached restated financial information of Manipal Payment and Identity Solutions Limited
(formerly known as MCT Cards & Technology Limited and MCT Cards & Technology Private Limited) (the “Company”)
and its subsidiary (the Company together with its subsidiary hereinafter referred to the “Group”) comprising of (a) the
Restated Consolidated Statement of Assets and Liabilities as at June 30, 2025 and March 31, 2025, the Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated
Statement of Cash Flows and the Restated Consolidated Statement of Changes in Equity for the three months period
ended June 30, 2025 and the year ended March 31, 2025, and (b) the Restated Standalone Statement of Assets and
Liabilities as at March 31, 2024 and March 31, 2023, the Restated Standalone Statement of Profit and Loss (including
Other Comprehensive Income), the Restated Standalone Statement of Cash Flows and the Restated Standalone Statement
of Changes in Equity for the years ended March 31, 2024 and March 31, 2023 and Notes forming part of Restated
Financial Information (hereinafter collectively referred to as “Restated Financial Information”) annexed to this report
and prepared by the Company for the purpose of inclusion in the Updated Draft Red Herring Prospectus I (“UDRHP I”),
Updated Draft Red Herring Prospectus II (“UDRHP II”), Red Herring Prospectus (“RHP”) and Prospectus (collectively
referred to as “Offer Documents”) in connection with its proposed initial public offering (“IPO”/ “Issue”). The Restated
Financial Information, which have been approved by the Board of Directors of the Company at their meeting held on
November 01, 2025, have been prepared in accordance with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended from time to time in pursuance to the provisions of Securities and Exchange Board of India Act, 1992 (the
“SEBI ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued by the Institute of
Chartered Accountants of India (“ICAI”), (the “Guidance Note”).
Management's Responsibility for the Restated Financial Information
2. The preparation of the Restated Financial Information, for the purpose of inclusion in the Offer Documents to be filed
with Securities and Exchange Board of India and the relevant stock exchanges in connection with the Proposed issue, is
the responsibility of the Management of the Company. The Restated Financial Information has been prepared by the
Management of the Company in accordance with basis of preparation stated in Note 2 to Annexure V to the Restated
Financial Information. The Management’s responsibility includes designing, implementing and maintaining internal
controls relevant to the preparation and presentation of the Restated Financial Information. The Management is also
responsible for identifying and ensuring that the Company complies with the Act, SEBI ICDR Regulations and the
Guidance Note.
3 55Auditors' Responsibilities
3. We have examined such Restated Financial Information taking into consideration:
(a) the terms of reference and our engagement agreed with you pursuant to our engagement letter dated June 17, 2025
in connection with the Issuer
(b) the Guidance Note which also requires that we comply with the ethical requirements as stated in the Code of Ethics
issued by the ICAI
(c) the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Information; and
(d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to compliance with the Act, the
SEBI ICDR Regulations and the Guidance Note in connection with the Issue.
Restated Financial Information
4. The Restated Financial Information and have been compiled by the management of the Company from:
a) Audited Special Purpose Financial Statements as at and for the three months period ended June 30, 2025 and the
years ended March 31, 2025, March 31, 2024 and March 31, 2023 comprising of (a) the Audited Special Purpose
Consolidated Balance Sheet as at June 30, 2025 and March 31, 2025, the Audited Special Purpose Consolidated
Statement of Profit and Loss (including Other Comprehensive Income), the Audited Special Purpose Consolidated
Statement of Cash Flows and the Audited Special Purpose Consolidated Statement of Changes in Equity for the
period ended June 30, 2025 and year ended March 31, 2025 and (b) the Audited Special Purpose Standalone Balance
Sheet as at March 31, 2024 and March 31, 2023, the Audited Special Purpose Standalone Statement of Profit and
Loss (including Other Comprehensive Income), the Audited Special Purpose Standalone Statement of Cash Flows
and the Audited Special Purpose Standalone Statement of Changes in Equity for the years ended March 31, 2024
and March 31, 2023 and Notes forming part of Audited Special Purpose Financial Statements (hereinafter
collectively referred to as “Audited Special Purpose Financial Statements”).
5. For the purpose of our examination, we have relied on:
a) Auditor’s report issued by us, dated November 01, 2025, on the Audited Special Purpose Financial Statements of
the Company as at and for the three months period ended June 30, 2025 and as at and for the years ended March 31,
2025, March 31, 2024 and March 31, 2023, as referred to in paragraph 4(a) above. These Audited Special Purpose
Financial Statements included the Emphasis of Matter / Other Matter paragraphs as replicated below:
Emphasis of Matter
Purpose and Basis of preparation
We draw attention to Note 2 to the Special Purpose Financial Statements, which describes the purpose and basis of
preparation. The Special Purpose Financial Statements have been prepared by the Company for the purpose of
preparation of the Restated Financial Information for inclusion in Offer Documents in relation to the proposed initial
public offering after giving effect to the acquisition of VDP Business and the business of Revenue Assurance
Division from the Holding Company which is accounted for as common control transaction retrospectively with
effect from April 01, 2022.
Our Opinion is not modified in respect of the above matter.
3 56Other Matter:
1. The Special Purpose Financial Statements include the financial statements of Manipal Payment & Identity
Solutions Nigeria Limited (the "Subsidiary"), which reflect the Group’s share of total assets amounting to Rs.
43.37 million and Rs. 10.95 million (before consolidation adjustments) as at June 30, 2025 and March 31,
2025, a net loss after tax of Rs. (4.50) million and Rs. (0.49) million, and a total comprehensive income of Rs.
(5.18) million and Rs. (0.62) million for the period ended June 30, 2025 and March 31, 2025, respectively,
(both before consolidation adjustments), as considered in the special purpose financial statements. These
financial statements have been audited by Other Auditor whose audit report has been provided to us by the
Company's management.
The Subsidiary is located outside India, and its financial statements and related financial information have been
prepared in accordance with the accounting principles generally accepted in its country of incorporation and
audited in accordance with the auditing standards applicable there. The Company’s management has converted
these financial statements from the local accounting principles to accounting principles generally accepted in
India (Ind AS), and translated them into Indian Rupees (INR). We have audited both the conversion and the
translation adjustments made by the management. For the purpose of the audit of the special purpose financial
statements for the three months period ended June 30, 2025 and year ended March 31, 2025, we have also
audited both the conversion and the translation adjustments made by the management. Accordingly, our
opinion, to the extent it relates to the financial information of the foreign subsidiary, is based on the report of
the Other Auditor and the conversion and translation adjustments audited by us.
2. During the three-month period ended June 30, 2025, the Company incorporated two subsidiaries, namely,
Manipal Payment and Identity Solutions UK Limited (previously known as Manipal Payment and Identity
Solutions Limited) on April 9, 2025 in the United Kingdom and Manipal Payment and Identity Solutions Inc
on May 2, 2025 in the United States of America. However, as on the date of Special Purpose Financial
Statements, no capital contribution has been made by the Company in either of the aforesaid subsidiaries, and
such entities have not yet commenced business operations. Accordingly, since no financial information is
available for these subsidiaries, no financial information pertaining to them has been included in the Special
Purpose Financial Statements.
3. The Company has prepared separate set of financial statements for the financial year ended March 31, 2023 in
accordance with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally
accepted in India which were audited by M/s Gurudas Shenoy H, Chartered Accountants (“Previous Auditor”)
who expressed an unmodified opinion on these statements vide their report dated September 5, 2023.
4. As informed to us by the management, previous auditor did not hold a valid peer review certificate as issued
by the ‘Peer Review Board’ of the Institute of Chartered Accountants of India and have therefore, expressed
their inability to perform any work for the purpose of examination of the Restated Financial Information of the
Company in accordance with the SEBI ICDR Regulations. Accordingly, the management had prepared a
special purpose financial statements as of and for the year ended March 31, 2023 which was audited by us and
we had issued a separate Audit Report dated September 5, 2024 on the special purpose financial statements as
of and for the year ended March 31, 2023 for the purpose of preparation of Restated Financial Information for
inclusion in the Offer Documents in relation to the IPO.
5. Since we were not the auditors of the Company for the financial year ended March 31, 2023, we could not
participate in the physical verification of inventory that was carried out by the management as at the year ended
March 31, 2023. Accordingly, we have performed alternate procedures to audit the existence of inventory as
per the guidance provided in SA 501 “Audit Evidence – Specific consideration for selected items” and have
obtained appropriate evidence.
6. During the financial year ended March 31, 2024, the Company acquired VDP Division Business from Manipal
Technologies Limited, its Holding Company. This acquisition qualifies as a common control business
combination under Ind AS 103 – Business Combinations and has been accounted retrospectively from April
01, 2022. The Special Purpose Carve Out Financial Statements for the VDP Division comprising Special
Purpose Carve Out Balance Sheet as of April 01, 2022, March 31, 2023 along with the Special Purpose Carve
Out Statements of Profit and Loss for the year ended March 31, 2023, Special Purpose Carve Out Statement
of Changes in Equity, and the Special Purpose Carve Out Statement of Cash Flows for the period, were audited
3 57by M/s Sriramulu Naidu & Co, Chartered Accountants whose report dated September 05, 2024 have been
furnished to us by the management of the Company. We have not audited the Special Purpose Carve Out
Financial Statements of the VDP Division and our opinion on the Special Purpose Financial Statements, in so
far as it relates to the amounts and disclosures included in respect of the VDP Division is based solely on the
report of the other auditor.
7. During the three months period ended June 30, 2025, the company acquired Revenue Assurance Division
Business from Manipal Technologies Limited, its Holding Company. This acquisition qualifies as a common
control business combination under Ind AS 103 – Business Combinations and has been accounted
retrospectively from April 01, 2022. The Special Purpose Carve Out Financial Statements for Revenue
Assurance Division comprising of Special Purpose Carve Out Balance Sheet as of April 01, 2022, March 31,
2023, March 31, 2024 and March 31, 2025 along with the Special Purpose Carve Out Statements of Profit and
Loss for the year ended March 31, 2023, March 31, 2024 and March 31, 2025, Special Purpose Carve Out
Statement of Changes in Equity, and the Special Purpose Carve Out Statement of Cash Flows for the said
periods, were audited by M/s Sriramulu Naidu & Co, Chartered Accountants and Pai Nayak & Associates,
Chartered Accountants whose report dated November 01, 2025 have been furnished to us by the management
of the Company. We have not audited the Special Purpose Carve out Financial Statements of the Revenue
Assurance Division and our opinion on the Special Purpose Financial Statements, in so far as it relates to the
amounts and disclosures included in respect of the Revenue Assurance Division is based solely on the report
of the other auditor.
8. The Company has prepared a separate set of standalone financial statements for the year ended March 31, 2024
in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Companies Act,
2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting
principles generally accepted in India on which we have issued a separate auditor’s report dated September 05,
2024.
9. The Company has prepared a separate set of consolidated financial statements for the year ended March 31,
2025 in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the
accounting principles generally accepted in India on which we have issued a separate auditor’s report dated
August 13, 2025.
Our opinion is not modified in respect of the above matters.
Opinion
6. Based on our examination and according to the information and explanations given to us, we report that the Restated
Financial Information of the Company:
a. have been prepared after incorporating adjustments for the changes in accounting policies, material errors, if any,
and regrouping / reclassifications retrospectively (fully described in Annexure VI to the Restated Financial
Information) in the years ended March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting
treatment as per the accounting policies as at and for the three months period ended June 30, 2025;
b. There are no qualifications in the auditors’ report on the Audited Special Purpose Financial Statements which require
any adjustments. There are Emphasis of Matter and Other Matter Paragraphs in the auditors’ report on the Audited
Special Purpose Financial Statements as described in Paragraph 5 above which does not require any adjustment; and
c. Restated Financial Information of the Company have been prepared in accordance with the Act, the SEBI ICDR
Regulations and the Guidance Note;
7. We have not audited any consolidated financial statements of the Group as of any date or for any period subsequent to
June 30, 2025. Accordingly, we express no opinion on the consolidated financial position, consolidated results of
operations, consolidated cash flows and consolidated changes in equity of the Group as at any date or for any period
subsequent to June 30, 2025.
3 588. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the date of the report
on the Audited Special Purpose Financial Statements of the Company and the subsidiary as mentioned in paragraph 4
above.
9. This examination 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 examination 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 this examination
report.
11. This examination report is addressed to and is provided to enable the Board of Directors of the Company to include this
report in the Offer Documents, prepared in connection with the Proposed IPO of Equity Shares of the Company, to be
filed by the Company with SEBI and respective stock exchanges 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 Manian & Rao,
Chartered Accountants
ICAI Firm Registration number: 001983S
Paresh Daga
Partner
Membership No.: 211468
UDIN: 25211468BMLAPR4097
Place: Bengaluru
Date: November 01, 2025
3 59Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure I - Restated Statement of Assets and Liabilities
(All amounts are in Indian Rupees million, unless otherwise stated)
Annexure VII As at As at As at As at
Notes June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 3 1 ,066.59 1 ,133.62 8 93.43 1 ,036.74
Right-of-use assets 4 1 ,082.46 9 92.06 4 37.70 1 83.94
Capital work-in-progress 5 242.23 1 20.89 3 8.27 1 .52
Other intangible assets 6 24.50 2 5.80 5 0.27 7 3.48
Financial assets
(i) Investments 7 0 .40 0 .40 0 .40 0 .40
(ii) Other financial assets 8 1 35.60 1 61.77 2 02.56 1 88.35
Non-current tax assets (net) 40 (c) 2 2.00 2 2.00 3 2.75 7 4.06
Deferred tax assets (net) 40 (d) 2 59.32 2 28.76 1 13.89 5 6.24
Other non-current assets 9 1 24.04 1 41.15 1 80.52 7 6.84
Total non-current assets 2,957.14 2,826.45 1,949.79 1,691.57
Current assets
Inventories 10 1 ,251.07 1 ,094.42 1 ,121.34 1 ,423.06
Financial assets
(i) Investments 11 1 ,176.90 1 ,718.74 - -
(ii) Trade receivables 12 1 ,905.86 1 ,390.66 1 ,192.40 1 ,525.61
(iii) Cash and cash equivalents 13 2 16.69 3 00.84 5 ,046.32 4 9.26
(iv) Bank balances other than (iii) above 14 4 94.12 5 51.98 3 90.31 1 22.30
(v) Loans 15 - - 1 ,001.14 1 ,040.54
(vi) Other financial assets 16 2 12.93 5 ,805.22 9 6.87 8 8.78
Other current assets 17 4 20.16 4 08.38 2 28.92 1 93.41
Total current assets 5,677.73 11,270.24 9,077.30 4,442.96
Total assets 8,634.87 14,096.69 11,027.09 6,134.53
EQUITY & LIABILITIES
Equity
Equity share capital 18 4 44.73 4 13.61 4 13.61 4 13.61
Other equity 19 5 ,175.47 2 ,628.86 4 82.51 ( 1,344.27)
Total equity 5 ,620.20 3 ,042.47 8 96.12 ( 930.66)
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 20 1 .81 3 ,574.13 4 ,283.79 4 14.34
(ii) Lease liabilities 21 7 02.91 6 78.14 3 13.34 1 32.07
(iii) Other financial liabilities 22 - - 3 ,618.45 3 ,600.00
Provisions 23 2 3.12 1 7.92 7 .93 5 .19
Total non-current liabilities 7 27.84 4 ,270.19 8 ,223.51 4 ,151.60
360Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure I - Restated Statement of Assets and Liabilities
(All amounts are in Indian Rupees million, unless otherwise stated)
Annexure VII As at As at As at As at
Notes June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current liabilities
Financial liabilities
(i) Borrowings 24 0 .39 1 ,154.53 2 10.95 5 51.87
(ii) Lease liabilities 25 2 74.87 2 38.49 1 16.03 5 2.38
(iii) Trade payables 26
a) total outstanding dues of micro enterprises and small 2 3.00 1 9.28 2 0.23 1 4.31
enterprises
b) total outstanding dues of creditors other than micro enterprises 1 ,066.69 8 98.32 8 67.94 1 ,300.73
and small enterprises
(iv) Other financial liabilities 27 2 22.69 3 ,879.14 2 71.10 6 19.33
Other current liabilities 28 1 80.64 1 74.71 1 34.84 1 13.72
Provisions 29 3 49.56 3 06.51 2 47.70 2 36.90
Current tax liabilities (net) 40 (c) 1 68.99 1 13.05 3 8.67 2 4.35
Total current liabilities 2 ,286.83 6 ,784.03 1 ,907.46 2 ,913.59
Total liabilities 3 ,014.67 1 1,054.22 1 0,130.97 7 ,065.19
Total equity and liabilities 8 ,634.87 1 4,096.69 1 1,027.09 6 ,134.53
TheaboveannexureshouldbereadwithAnnexureV-MaterialaccountingpoliciesandotherexplanatorynotestoRestatedFinancialinformation,AnnexureVI-StatementofRestated
adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.
As per our report of even date.
For Manian & Rao For and on behalf of the Board of Directors of
Chartered Accountants Manipal Payment and Identity Solutions Limited
Firm Registration No - 001983S CIN: U72900KA2008PLC045316
Paresh Daga Abhay Anant Gupte K Girish Kini
Partner Director Executive Director and Chief Executive Officer
Membership No. 211468 DIN : 00389288 DIN : 11128061
Ramanath Pai Dattatri H.M
Chief Financial Officer Company Secretary
FCS: 7799
Place : Bengaluru Place : Manipal
Date : November 01, 2025 Date : November 01, 2025
361Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure II - Restated Statement of Profit and Loss (including other comprehensive income)
(All amounts are in Indian Rupees million, unless otherwise stated)
Annexure VII For the For the For the For the
Notes period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Income
Revenue from operations 30 2,835.19 12,560.71 12,475.22 9,021.74
Other income 31 9 1.49 210.35 204.50 183.08
Total income 2,926.68 12,771.06 12,679.72 9,204.82
Expenses
Cost of materials consumed 32 855.58 4,277.33 5,424.71 5,007.69
Purchase of stock-in-trade 33 6 9.11 299.47 369.77 343.24
Changes in inventories of stock-in-trade and work-in progress 34 1 3.02 2 6.09 155.95 ( 87.07)
Employee benefits expense 35 299.73 1,041.72 903.50 628.24
Finance costs 36 337.51 1,091.17 204.02 118.34
Depreciation and amortisation expense 37 138.32 551.93 348.23 353.48
Other expenses 38 735.90 3,038.79 2,270.07 1,525.52
Total expenses 2,449.17 10,326.50 9,676.25 7,889.44
Profit/(Loss) before exceptional items and tax 477.51 2,444.56 3,003.47 1,315.38
Exceptional items 39 - 1,100.00 - -
Profit/(Loss) before tax 477.51 3,544.56 3,003.47 1,315.38
Tax expense:
Current tax 40 (a) 141.88 812.60 587.65 214.13
Deferred tax 40 (a) ( 3.63) ( 90.18) ( 75.83) ( 74.72)
Tax provision in respect of earlier years 40 (a) - - - ( 0.75)
Total tax expenses 138.25 722.42 511.82 138.66
Profit/(Loss) for the period / year (A) 339.26 2,822.14 2,491.65 1,176.72
Other comprehensive income / (loss)
Items that will not be reclassified subsequently to profit or loss
Re-measurement gain / (loss) on defined benefit plans 51 (7.87) 1 2.75 (15.32) (22.67)
Income tax relating to remeasurements of defined benefit plans 40 (b) 1 .98 (3.21) 3 .86 5 .70
Items that will be reclassified subsequently to profit or loss
Exchange differences in translating the financial statements of foreign (0.68) (0.13) - -
operations
Total other comprehensive income / (loss) (B) (6.57) 9.41 (11.46) (16.97)
Total comprehensive income / (loss) for the period / year (A)+(B) 332.69 2,831.55 2,480.19 1,159.75
362Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure II - Restated Statement of Profit and Loss (including other comprehensive income)
(All amounts are in Indian Rupees million, unless otherwise stated)
Annexure VII For the For the For the For the
Notes period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Profit for the period / year attributable to:
Owners of the company 339.26 2,822.14 2,491.65 1,176.72
Non-controlling interests - - - -
Other comprehensive income / (loss) ('OCI') for the period / year attributable to:
Owners of the company (6.57) 9.41 (11.46) (16.97)
Non-controlling interests - - - -
Total comprehensive income for the period / year
Owners of the company 332.69 2,831.55 2,480.19 1,159.75
Non-controlling interests - - - -
Earnings per equity share [Face value of Rs. 2 each]
Basic 41 1.60 13.65 12.05 5.69
Diluted 41 1.57 13.41 12.03 5.69
(Not annualised) (Annualised) (Annualised) (Annualised)
TheaboveannexureshouldbereadwithAnnexureV-MaterialaccountingpoliciesandotherexplanatorynotestoRestatedFinancialinformation,AnnexureVI-StatementofRestated
adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.
As per our report of even date.
For Manian & Rao For and on behalf of the Board of Directors of
Chartered Accountants Manipal Payment and Identity Solutions Limited
Firm Registration No - 001983S CIN: U72900KA2008PLC045316
Paresh Daga Abhay Anant Gupte K Girish Kini
Partner Director Executive Director and Chief Executive Officer
Membership No. 211468 DIN : 00389288 DIN : 11128061
Ramanath Pai Dattatri H.M
Chief Financial Officer Company Secretary
FCS: 7799
Place : Bengaluru Place : Manipal
Date : November 01, 2025 Date : November 01, 2025
363Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure III - Restated Statement of Changes in Equity
(All amounts are in Indian Rupees million, unless otherwise stated)
(a) Equity share capital
Particulars No. of shares Amount in
millions
Balance as at April 1, 2022 4 ,13,61,000 413.61
Issued during the year - -
Balance as at March 31, 2023 4 ,13,61,000 413.61
Issued during the year - -
Balance as at March 31, 2024 4 ,13,61,000 413.61
Effect of share split (refer note 18(a)) 1 6,54,44,000 -
Issued during the year - -
Balance as at March 31, 2025 2 0,68,05,000 413.61
Allotted on conversion of Optionally Convertible Debentures (refer note 18(b)) 1 ,55,60,000 31.12
Issued during the period - -
Balance as at June 30, 2025 2 2,23,65,000 444.73
(b) Other equity
Particulars Reserves and surplus Foreign Equity Total equity
currency component of
translation compound
Retained Debenture Share option Amalgamation Securities reserve financial
earnings redemption outstanding adjustment Premium instruments
reserve account deficit account Account
Balance as at April 1, 2022 1,255.91 - - - - - - 1,255.91
Eliminations due to common control business combination 2.23 - - - - - - 2.23
Reserve created on account of common control business - - - (3,154.39) - - - (3,154.39)
combination (refer note 43)
Restated balance as on April 1, 2022 1,258.14 - - (3,154.39) - - - (1,896.25)
Profit for the year 1,176.72 - - - - - - 1,176.72
Other comprehensive income (net of tax) (16.97) - - - - - - (16.97)
Total comprehensive income for the year 1,159.75 - - - - - - 1,159.75
Transactions with owners recognised directly in equity
Dividend paid (41.36) - - - - - - (41.36)
Impact on account of common control business combination (566.41) - - - - - - (566.41)
(refer note 43)
Transfer from retained earnings to debenture redemption (32.88) 32.88 - - - - - -
reserve
Transfer from debenture redemption reserve to retained - - - - - - - -
earnings
Balance as at March 31, 2023 1,777.24 32.88 - (3,154.39) - - - (1,344.27)
Balance as at April 1, 2023 1,777.24 32.88 - (3,154.39) - - - (1,344.27)
Profit for the year 2,491.65 - - - - - - 2,491.65
Other comprehensive income (net of tax) (11.46) - - - - - - (11.46)
Total comprehensive income for the year 2,480.19 - - - - - - 2,480.19
Transactions with owners recognised directly in equity
Dividend paid (41.36) - - - - - - (41.36)
Equity component of optionally convertible debentures, net - - - - - - 104.67 104.67
of taxes
Share based payments to employees - - 5.07 - - - - 5.07
Impact on account of common control business combination (680.26) - - - - - - (680.26)
(refer note 43)
Financial guarantee liability recognsied through equity, net (41.53) - - - - - - (41.53)
of taxes (refer note 44)
Transfer from retained earnings to debenture redemption (250.00) 250.00 - - - - - -
reserve
Balance as at March 31, 2024 3,244.28 282.88 5.07 (3,154.39) - - 104.67 482.51
364Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure III - Restated Statement of Changes in Equity
(All amounts are in Indian Rupees million, unless otherwise stated)
Particulars Reserves and surplus Foreign Equity Total equity
currency component of
translation compound
Retained Debenture Share option Amalgamation Securities reserve financial
earnings redemption outstanding adjustment Premium instruments
reserve account deficit account Account
Balance as at April 1, 2024 3,244.28 282.88 5.07 (3,154.39) - - 104.67 482.51
Profit for the year 2,822.14 - - - - - - 2,822.14
Other comprehensive income (net of tax) 9.54 - - - - (0.13) - 9.41
Total comprehensive income for the year 2,831.68 - - - - (0.13) - 2,831.55
Transactions with owners recognised directly in equity - -
Share based payments to employees - - 91.52 - - - - 91.52
Impact on account of common control business combination (693.62) - - - - - - (693.62)
(refer note 43)
Financial guarantee liability recognsied through equity, net (83.10) - - - - - - (83.10)
of taxes (refer note 44)
Transfer from retained earnings to debenture redemption (167.12) 167.12 - - - - - -
reserve
Balance as at March 31, 2025 5,132.12 450.00 96.59 (3,154.39) - (0.13) 104.67 2,628.86
Balance as at April 1, 2025 5,132.12 450.00 96.59 (3,154.39) - (0.13) 104.67 2,628.86
Profit for the period 339.26 - - - - - - 339.26
Other comprehensive income (net of tax) (5.89) - - - - (0.68) - (6.57)
Total comprehensive income for the period 333.37 - - - - (0.68) - 332.69
Transactions with owners recognised directly in equity
Conversion of OCD to equity shares - - - - 2,307.48 (104.67) 2,202.81
Share based payments to employees - - 11.11 - - - - 11.11
Transfer from retained earnings to debenture redemption 450.00 (450.00) - - - - - -
reserve
Balance as at June 30, 2025 5,915.49 - 107.70 (3,154.39) 2,307.48 (0.81) - 5,175.47
TheaboveannexureshouldbereadwithAnnexureV-MaterialaccountingpoliciesandotherexplanatorynotestoRestatedFinancialinformation,AnnexureVI-StatementofRestatedadjustmentstothe
Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.
As per our report of even date.
For Manian & Rao For and on behalf of the Board of Directors of
Chartered Accountants Manipal Payment and Identity Solutions Limited
Firm Registration No - 001983S CIN: U72900KA2008PLC045316
Paresh Daga Abhay Anant Gupte K Girish Kini
Partner Director Executive Director and Chief Executive Officer
Membership No. 211468 DIN : 00389288 DIN : 11128061
Ramanath Pai Dattatri H.M
Chief Financial Officer Company Secretary
FCS: 7799
Place : Bengaluru Place : Manipal
Date : November 01, 2025 Date : November 01, 2025
365Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure IV - Restated Statement of Cash Flows
(All amounts are in Indian Rupees million, unless otherwise stated)
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Profit before tax 477.51 3,544.56 3,003.47 1,315.38
Adjustments for :
Depreciation and amortisation expenses 138.34 551.92 348.23 353.48
Interest expense carried at amortized cost 310.50 1,007.82 152.80 82.67
Interest expense on lease liabilities 21.42 76.25 33.94 14.39
Interest income (10.68) (95.37) (155.05) (111.15)
Impact of financial guarantee liability (40.49) (61.75) (0.17) -
Provision for warranty 0.96 1.02 (18.99) 10.35
Fair value Gain on Investment (7.47) (13.74) - -
Profit on disposal of investment (20.97) ( 1,104.39) - -
Provision for doubtful debts and other advances 7.78 (54.22) 24.86 (17.72)
Provision for disputed matters 19.33 30.00 30.00 30.00
Bad debts written off - 8.27 45.77 -
Employee share based payment expenses 19.05 54.65 4.08 -
Unrealised exchange (gain)/loss (4.61) (7.00) (2.14) (6.77)
Loss on sale of property, plant and equipment - 35.65 - -
Operating profit before working capital changes 910.67 3,973.67 3,466.80 1,670.63
Adjustments for :
(Increase)/Decrease in trade receivables (521.26) (151.96) 291.40 ( 1,039.43)
(Increase)/Decrease in inventories (156.65) 26.92 301.72 (644.75)
(Increase)/Decrease in loans and advances and other assets (21.54) (304.73) (738.40) (2.92)
Increase/(Decrease) in trade payables 174.98 8.40 (423.88) 553.61
Increase/(Decrease) in other liabilities 38.12 18.97 720.05 100.48
Cash flow(used in)/generated from operations 424.32 3,571.27 3,617.69 637.62
Direct Taxes refund/(paid) [net] (85.95) (727.47) (532.02) (205.13)
Net cash flow (used in)/generated from operating activities (A) 338.37 2,843.80 3,085.67 432.49
Cash flows from investing activities
Payment for acquisition of property plant and equipment and intangible assets (149.54) (659.96) (118.09) (18.73)
Proceeds from sale of property, plant and equipment - 2.71 - -
Deposits with banks 87.42 (88.02) (273.17) (125.18)
Repayment of inter-corporate loan given - 1,001.14 39.41 106.22
Acquisition on account of business combination ( 3,600.00) - (550.00) -
Proceeds from sale of investment 5,594.40 - - -
Investment in shares and debentures - ( 4,500.00) - -
Investment in mutual funds 549.31 ( 1,705.00) - -
Income on investments 20.97 4.39 - -
Interest received 7.48 83.48 143.05 107.07
Net cash flow (used in)/generated from investing activities (B) 2,510.04 ( 5,861.26) (758.80) 69.38
Cash flows from financing activities
Net proceeds from the borrowings from banks 2.21 - (636.14) (40.84)
Proceeds from debentures issued - - 4,500.00 350.00
Repayment of debentures ( 2,500.00) (133.64) (195.15) (21.21)
Dividend paid - - (41.36) (41.36)
Principal element of lease payments (66.61) (197.29) (92.03) (39.64)
Interest element of lease payments (21.42) (76.25) (33.94) (14.39)
Interest expense (346.06) (627.09) (150.93) (82.49)
Impact on account of common control business combination - (693.62) (680.26) (566.41)
Net cash flow (used in)/generated from financing Activities (C) (2,931.88) ( 1,727.89) 2,670.19 (456.34)
Net increase / (decrease) in cash and cash equivalents (A+B+C) (83.47) ( 4,745.35) 4,997.06 45.53
Cash and cash equivalents at the beginning of the period / year 300.84 5,046.32 49.26 3.73
Effect of foreign exchange on cash and cash equivalents (0.68) (0.13) - -
Cash and cash equivalents at the end of the period / year 216.69 300.84 5,046.32 49.26
366Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure IV - Restated Statement of Cash Flows
(All amounts are in Indian Rupees million, unless otherwise stated)
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Notes:
Cash and cash equivalents include
Cash-in-hand 0.00 0.00 0.00 -
Balances with banks
(i) Current accounts 146.69 160.84 4,437.88 49.26
(ii) Deposit with original maturities of less than 3 months 70.00 140.00 608.44 -
216.69 300.84 5,046.32 49.26
Non-cash financing and investing activities
- Acquisition of right-of-use assets 162.15 762.88 356.55 140.13
- Conversion of OCD to equity shares 2,276.36 - - -
Notes:
The above statement of cash flows has been prepared using indirect method as set out in the Indian Accounting Standard (Ind AS 7) - Statement of Cash Flows.
TheaboveannexureshouldbereadwithAnnexureV-MaterialaccountingpoliciesandotherexplanatorynotestoRestatedFinancialinformation,AnnexureVI-Statementof
Restated adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information.
As per our report of even date.
For Manian & Rao For and on behalf of the Board of Directors of
Chartered Accountants Manipal Payment and Identity Solutions Limited
Firm Registration No - 001983S CIN: U72900KA2008PLC045316
Paresh Daga Abhay Anant Gupte K Girish Kini
Partner Director Executive Director and Chief Executive Officer
Membership No. 211468 DIN : 00389288 DIN : 11128061
Ramanath Pai Dattatri H.M
Chief Financial Officer Company Secretary
FCS: 7799
Place : Bengaluru Place : Manipal
Date : November 01, 2025 Date : November 01, 2025
367Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
1 Corporate information:
ManipalPaymentandIdentitySolutionsLimited(formerlyknownasMCTCards&TechnologyLimited,MCTCards&TechnologyPrivateLimited) ("theCompany"or"theParent
company")isapubliccompanydomiciledinIndia,incorporatedonFebruary19,2008,undertheprovisionsoftheCompaniesAct,1956.ItsregisteredofficeislocatedinManipal,
Karnataka.
TheCompanyofferscomprehensivesolutionsforcards,includingbanking,identitysolutions,andloyaltycards.Itsservicesencompasscardmanufacturing,cardpersonalization,
cheque book printing, the supplyofrelated collaterals, taxstamps, holograms, thermalpaper rolls and RFID products. Additionally, theCompanyhandlesfulfilmentactivities,
including dispatch services.
The Company operates a card manufacturing facility in Manipal, with card personalization facilities and multiple printing and processing units located across India.
TheconversionfromaPrivateLimitedCompanytoaPublicLimitedCompanywasapprovedthroughaspecialresolutionatanextraordinarygeneralmeetingoftheshareholdersheld
onNovember30,2023.Furthervide,specialresolutionpassedatanextraordinarygeneralmeetingbytheshareholdersonJuly22,2024,thenamechangetoManipalPaymentand
Identity Solutions Limited was approved. The Registrar of Companies issued a fresh certificate of incorporation reflecting this name change on August 23, 2024.
The Restated Financial Information comprise the financial statements of the company and its subsidiary (together referred to as “the Group”).
Disclosure related to entities considered in the Restated Financial Information
Name of the entity Nature of interest As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Manipal Payment & Identity Solutions Nigeria Foreign subsidiary 100.00% 100.00% NA NA
Limited (incorporated on October 16, 2024)
Note:Duringthethree-monthperiodendedJune30,2025,theCompanyincorporatedtwosubsidiaries,namely,ManipalPaymentandIdentitySolutionsUKLimited(previously
knownasManipalPaymentandIdentitySolutionsLimited)onApril9,2025intheUnitedKingdomandManipalPaymentandIdentitySolutionsInc.onMay2,2025intheUnited
StatesofAmerica.However,asonthedateofRestatedFinancialInformation,nocapitalcontributionhasbeenmadebytheCompanyineitheroftheaforesaidsubsidiaries,andsuch
entitieshavenotyetcommencedbusinessoperations.Accordingly,sincenofinancialinformationisavailableforthesesubsidiaries,nofinancialinformationpertainingtothemhas
been included in the Restated Financial Information.
2 Material accounting policies:
a.Statement of compliance and basis of preparation
TheRestatedFinancialInformationoftheGrouphasbeenpreparedforinclusioninthedocumenttobefiledbytheCompanywiththeSecuritiesandExchangeBoardofIndia
(“SEBI”),relevantstockexchangeandMCAinconnectionwiththeproposedInitialPublicOfferofequityshares(“IPO”)oftheCompany(referredtoasthe“Issue”).TheRestated
FinancialInformationcomprisesof(a)theRestatedConsolidatedStatementofAssetsandLiabilitiesasatJune30,2025andMarch31,2025,theRestatedConsolidatedStatementof
ProfitandLoss(includingOtherComprehensiveIncome),theRestatedConsolidatedStatementofCashFlowsandtheRestatedConsolidatedStatementofChangesinEquityforthe
threemonthsperiodendedJune30,2025andyearendedMarch31,2025and(b)theRestatedStandaloneStatementofAssetsandLiabilitiesasatMarch31,2024andMarch31,
2023,theRestatedStandaloneStatementofProfitandLoss(includingOtherComprehensiveIncome),theRestatedStandaloneStatementofCashFlowsandtheRestatedStandalone
StatementofChangesinEquity fortheyearsendedMarch31,2024andMarch31,2023andNotesformingpartofRestatedStandaloneFinancialInformation(hereinaftercollectively
referred to as “Restated Financial Information”).
TheCompanydidnothaveanySubsidiaryfortheyearendedMarch31,2024andMarch31,2023andaccordinglytheRestatedFinancialInformationfortheaforesaidyears
represents the restated standalone financial information.
These Restated Financial Information have been prepared by the Management of the Group to comply with the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "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 (the “Guidance Note”).
TheRestatedFinancialInformationhavebeencompiledbytheManagementfromtheAuditedSpecialPurposeFinancialStatementsoftheCompanyasatandforthethreemonths
periodendedJune30,2025andasatandfortheyearsendedMarch31,2025,March31,2024andMarch31,2023.TheAuditedSpecialPurposeFinancialStatementscompriseof
(a)theAuditedSpecialPurposeConsolidatedBalanceSheetasatJune30,2025andMarch31,2025,theAuditedSpecialPurposeConsolidatedStatementofProfitandLoss
(includingOtherComprehensiveIncome),theAuditedSpecialPurposeConsolidatedStatementofCashFlowsandtheAuditedSpecialPurposeConsolidatedStatementofChangesin
Equity forthethreemonthsperiodendedJune30,2025andyearendedMarch31,2025and(b)theAuditedSpecialPurposeStandaloneBalanceSheetasatMarch31,2024and
March31,2023,theAuditedSpecialPurposeStandaloneStatementofProfitandLoss(includingOtherComprehensiveIncome),theAuditedSpecialPurposeStandaloneStatement
ofCashFlowsandtheAuditedSpecialPurposeStandaloneStatementofChangesinEquityfortheyearsendedMarch31,2024andMarch31,2023andNotesformingpartof
Audited Special Purpose Financial Statements (hereinafter collectively referred to as “Audited Special Purpose Financial Statements”).
TheaforesaidAuditedSpecialPurposeFinancialStatementshavebeenpreparedsolelyforthepurposeofpreparationoftheseRestatedFinancialInformationforinclusioninOffer
Documents in relation totheproposed IPO. As such these Audited SpecialPurposeFinancialStatementsare notsuitable for anyother purpose other than for the purpose of
preparation of Restated Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Companies Act, 2013, as amended.
OnMarch31,2024,theCompanyacquiredtheVDPDivisionBusinessfromManipalTechnologiesLimited,followedbytheacquisitionoftheRevenueAssuranceDivisionBusiness
("RADivision")onApril1,2025.Bothtransactions,beingcommoncontroltransactions,areaccountedforinaccordancewithAppendixCofIndAS103–BusinessCombinations
(refer note 43) and have been retrospectively reflected in the Restated Financial Information for the periods presented.
ForthereconciliationofequityandtotalcomprehensiveincomeaspertheAuditedSpecialPurposeFinancialStatementsfortheperiodendedJune30,2025,fortheyearsending
March 31, 2025, March 31, 2024, and March 31, 2023, and equity and total comprehensive income as per the Restated Financial Information Refer Annexure VI.
368Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
Pursuanttoaresolutionpassedinextra-ordinarygeneralmeetingdatedMay15,2024shareholdershaveapprovedtheSplitofequitysharesoffacevalueofRs.10eachinto5shares
offacevalueofRs.2each(the“Split”).AsrequiredunderIndAS33“Earningpershare”theeffectofsuchSplitisrequiredtobeadjustedforthepurposeofcomputingearningper
shareforalltheperiodpresentedretrospectively.Asaresult,theeffectoftheSplithasbeenconsideredintheseRestatedFinancialInformationforthepurposeofcalculatingofearning
per share (refer note 41) of the Restated Financial Information.
TheaccountingpolicieshavebeenconsistentlyappliedbytheGroupinpreparationoftheRestatedFinancialInformationandareconsistentwiththoseadoptedinthepreparationof
AuditedSpecialPurposeFinancialStatementsfortheperiodendedJune30,2025.ThisRestatedFinancialInformationdoesnotreflecttheeffectsofeventsthatoccurredsubsequentto
the date of board meeting held to approve and adopt the Audited Special Purpose Financial Statements.
The Restated Financial Information have been prepared so as to contain information/disclosure and incorporating adjustment set out below in accordance with the ICDR Regulations:
a.Adjustmentstotheprofitsorlossesoftheearlierperiodsandoftheperiodinwhichthechangeintheaccountingpolicyhastakenplace,recomputedtoreflectwhattheprofitsor
losses of those periods would have been if a uniform accounting policy was followed in each of those years, if any;
b.Adjustmentsforreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilities,inordertobringtheminlinewiththegroupingsaspertheRestatedfinancial
information of the Group and the requirements of the SEBI Regulations, if any; and
c. The resultant impact of tax due to the aforesaid adjustments, if any.
The Restated Financial Information do not require any adjustment for qualifications as there are no qualifications in the underlying auditors’ reports which require any adjustments.
TheseRestatedFinancialInformationhavebeenpreparedasagoingconcernonthebasisofrelevantIndASthatareeffectiveattheGroup’sreportingdate,June30,2025.These
RestatedFinancialInformationarepresentedinIndianRupees(Rs.),whichisalsotheGroup’sfunctionalcurrency.Allamountshavebeenroundedtothenearestmillions,unless
otherwise indicated.
These Restated financial Information have been approved for issue by the Board of Directors at their meeting held on November 01, 2025, at Manipal, Karnataka.
b.Basis of measurement
TheseRestatedFinancialInformationarepreparedinaccordancewithIndianAccountingStandards(IndAS)underthehistoricalcostconventionontheaccrualbasis,exceptforthe
following which have been measured at fair value:
• certain financial assets and liabilities which are measured at fair value (refer accounting policy regarding financial instruments);
• defined benefit plans measured at fair value; and
• share - based payments.
Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipantsatthemeasurementdate,regardlessof
whetherthatpriceisdirectlyobservableorestimatedusinganothervaluationtechnique.Inestimatingthefairvalueofan assetor aliability, theGroup takesintoaccountthe
characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.
Inaddition,forfinancialreportingpurposes,fairvaluemeasurementsarecategorisedintoLevel1,2,or3basedonthedegreetowhichtheinputstothefairvaluemeasurementsare
observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
c. Use of estimate, assumption and judgement
IntheapplicationoftheGroup'saccountingpolicies,themanagementisrequiredtomakejudgements,estimatesandassumptionsaboutthecarryingamountsofassetsandliabilities
thatarenotreadilyapparentfromothersources.Theestimatesandassociatedassumptionsarebasedonhistoricalexperienceandotherfactorsthatareconsideredtoberelevant.
Actualresultsmaydifferfromtheseestimates.Theestimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognisedinthe
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if revision affects both current and future periods.
InformationaboutjudgementsmadeinapplyingaccountingpoliciesthathavethemostsignificanteffectsontheamountsrecognisedintheRestatedfinancialinformationisincluded
in the following notes:
(i) Judgements
Lease term: whether the group is reasonably certain to exercise extension options.
(ii) Estimates
Informationaboutassumptionsandestimationuncertaintiesatthereportingdatethathaveasignificantriskofresultinginamaterialadjustmenttothecarryingamountsofassetsand
liabilities within the next financial year is included in the following notes:
Useful lives of Property, plant and equipment and intangible assets (refer note 2(d) and note 2(e))
Measurement of defined benefit obligation; key actuarial assumptions (refer note 51)
Provision for taxation (refer note 40)
Provision for warranty (refer note 29 (ii) Provision for warranty)
Provision for disputed matters (refer note 29 (i) Provision for disputed matters)
Measurement of lease liabilities and right of use asset (refer note 54)
369Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
d. Property, plant and equipment
Property,plantandequipmentarestatedathistoricalcostlessaccumulateddepreciationandaccumulatedimpairmentlosses.Historicalcostincludesexpenditurethatisdirectly
attributabletotheacquisitionoftheitemssuchaspurchaseprice,freight,dutiesandlevies.Suchcostincludesthecostofreplacingpartsofthe'Property,PlantandEquipment'andthe
borrowingcosttillthedateofinstallationofqualifyingassetandanyattributablecostofbringingtheassettoitsworkingconditionforitsintendeduse,includingexchangedifferences.
Freehold land is carried at historical cost.
Subsequentcostsareincludedintheasset'scarryingamountorrecognisedasaseparateasset,asappropriate,onlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththe
itemwillflowtotheGroupandthecostoftheitemcanbemeasuredreliably.Thecarryingamountofanycomponentaccountedforasaseparateassetisderecognizedwhenreplaced.
All other repairs and maintenance are charged to Restated Statement of Profit and Loss during the reporting period in which they are incurred.
Anitemof'Property,plantandequipment'andanysignificantpartinitiallyrecognisedisderecognizedupondisposalorwhennofutureeconomicbenefitsareexpectedfromitsuseor
disposal.Anygainorlossarisingonderecognitionoftheasset(calculatedasthedifferencebetweenthenetdisposalproceedsandthecarryingamountoftheasset)isincludedinthe
Restated Statement of Profit and Loss when the asset is derecognized.
Advancespaidtowardstheacquisitionofproperty,plantandequipmentoutstandingateachbalancesheetdateareclassifiedascapitaladvancesunderothernon-currentassetsandthe
cost of assets not ready to use before such date are disclosed under 'Capital Work-in-Progress'.
Depreciationon'Property,plantandequipment'isprovidedontheStraightLineMethodovertheusefullivesoftheassets.Depreciationfortheassetspurchased/soldduringtheperiod
is proportionately charged.
The Estimated useful life are as below:
Particulars Management's
estimate of useful
lives
Building- Freehold 30 years
Plant and machinery 5-15 years
Computers 3-6 years
Furniture and fixtures 10 years
Vehicles 8 years
Office equipment 5 years
Electrical Fittings 10 years
Leasehold Over the Remaining
Improvement lease period
Theusefullivesmentionedaboveforfewoftheplantandmachineryarebasedonmanagement'sassessment,takingintoaccountfactorssuchasthenatureoftheassets,theestimated
usage pattern of the assets, the operating conditions, past history of replacement, anticipated technological changes, manufacturers' warranties and maintenance support etc.
Policy with regard to depreciation of assets taken on lease i.e. Right of use assets disclosed under sub-note l below.
e. Intangible assets
Intangibleassetsacquiredseparatelyaremeasuredoninitialrecognitionatcost.Followinginitialrecognition,intangibleassetsarecarriedatcostlessanyaccumulatedamortisationand
accumulated impairment losses. The useful lives of all the intangible assets of the Group are assessed as finite.
Particulars Useful life
Computer Software 3-15 years
f. Taxation
Incometaxexpensefortheperiodcomprisesofcurrentanddeferredincometax.IncomeTaxexpenseisrecognisedinStatementofProfitandLoss,excepttotheextentthatitrelates
toitemsrecognisedinothercomprehensiveincomeordirectlyinequity,inwhichcasetaxisalsorecognisedinothercomprehensiveincomeorinequity,asappropriate.Current
IncomeTax,forcurrentandpriorperiodsisrecognisedintheStatementofProfitandLossattheamountexpectedtobepaidtoorrecoveredfromthetaxauthorities,usingtaxrates
and tax laws that have been enacted or substantively enacted by the balance sheet date.
Deferredincometaxassetsandliabilitiesarerecognisedforalltemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesinthefinancialstatementsandtheir
correspondingtaxbasesusedinthecomputationoftaxableprofit.TheGrouprecognizesadeferredtaxassetarisingfromunusedtaxlossesortaxcreditonlytotheextentthatitis
probablethatsufficientfuturetaxableprofitswillbeavailableagainstwhichunusedtaxlossesortaxcreditscanbeutilizedbytheGroup.Deferredtaxassetsandliabilitiesare
measuredatthetaxratesthatareexpectedtoapplyintheperiodinwhichtheliabilityissettledortheassetrealized,basedontaxrates(andtaxlaws)thathavebeenenactedor
substantivelyenactedbytheendofthereportingperiod.Thecarryingamountofdeferredtaxliabilitiesandassetsarereviewedattheendofeachreportingperiod.Deferredtaxassets
and liabilities are presented in the Balance Sheet after setting off the same against each other.
Advanceincometaxpaid(includingtaxdeductedatsource,taxpaidonself-assessmentorotherwise)andprovisionforcurrentincometaxarepresentedinthebalancesheetafter
setting off the same against each other.
370Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
g. Financial instruments
1. Classifications, initial recognition and measurement
TheGrouprecognizesfinancialassetsandfinancialliabilitiesifany,whenitbecomesapartytothecontractualprovisionsoftheinstrument.Allfinancialassetsandliabilitiesare
recognised at fair value on initialrecognition, except for trade receivable which isinitiallymeasured at transaction price. Transaction costs thatare directlyattributable tothe
acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss, are added to the fair value on initial recognition.
2. Subsequent measurement
Non derivative financial instruments
Financial assets carried at amortized cost
Afinancialassetissubsequentlymeasuredatamortizedcostifitisheldwithinabusinessmodelwhoseobjectiveistoholdtheassetinordertocollectcontractualcashflows,andthe
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on principal amount outstanding.
Financial assets at Fair Value through Other Comprehensive Income (FVTOCI)
Afinancialassetotherthanequityinvestmentissubsequentlymeasuredatfairvaluethroughothercomprehensiveincomeifitisheldwithinabusinessmodelwhoseobjectiveis
achievedbybothcollectingcontractualcashflowsandsellingfinancialassetsandthecontractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthataresolely
payments of principaland interest on principalamount outstanding. Further, in cases where the Group has made an irrevocable election based on its business model, for its
investments which are classified as equity investments, the subsequent changes in the fair value are recognised in other comprehensive income.
Financial assets at Fair Value through Profit or Loss (FVTPL)
A financial asset which is not classified in any of the above categories is subsequently fair valued through profit or loss.
Financial liabilities
Financialliabilitiesaresubsequentlycarriedatamortizedcostusingtheeffectiveinterestmethod.Fortradeandotherpayablesmaturingwithinoneyearfromthebalancesheetdate,
the carrying amounts approximate fair value due to the short maturity of these instruments.
Classification as debt or equity
AninstrumentissuedbytheCompanyisclassifiedasfinancialliabilityorasequityinaccordancewiththesubstanceofthecontractualarrangementsandthedefinitionofafinancial
liability and an equity instrument.
Equity instruments
Anequityinstrumentisanycontractthatevidencesaresidualinterestintheassetsofanentityafterdeductingallofitsliabilities.EquityinstrumentsissuedbytheCompanyare
recognised at the proceeds received, net of direct issue costs.
RepurchaseoftheCompany’sownequityinstrumentsisrecognisedanddeducteddirectlyinequity.NogainorlossisrecognisedinRestatedStatementofProfitandLossonthe
purchase, sale, issue or cancellation of the Company’s own equity instruments. Dividend paid on equity instruments are directly reduced from equity.
Other equity investments
Allotherequityinvestmentsifany, aremeasuredatfairvalue,withvaluechangesrecognisedinStatementofProfitandLoss,exceptforthoseequityinvestmentsforwhichtheGroup
has elected to present the value changes in ‘Other Comprehensive Income’.
Financial guarantee contracts
Financial Guarantee Contracts are initially recognised at fair value of guarantee. The subsequent measurement of Financial guarantee is higher of:
a) the amount of the loss allowance determined
b) the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of Ind AS115.
3. Derecognition of financial instruments
TheGroupderecognisesafinancialassetwhenthecontractualrighttocashflowsfromthefinancialassetexpiresorwhenittransfersthefinancialassetandthetransferqualifiesfor
derecognitionunderIndAS109.AfinancialliabilityisderecognisedfromtheGroup'sbalancesheetwhentheobligationspecifiedinthecontractisdischarged,cancelledorwhenit
expires.
4. Fair value of financial instruments
Indeterminingthefairvalueofitsfinancialinstruments,theGroupusesgenerallyacceptablemethodsandassumptionsthatarebasedonmarketconditionsandrisksexistingateach
reportingdate.Themethodsusedtodeterminefairvalueincludediscountedcashflowanalysis,availablequotedmarketpricesanddealerquotes.Allmethodsofassessingfairvalue
result in general approximation of value and such value may never be actually realised.
Forfinancialassetsandliabilitiesmaturingwithinoneyearfromthereportingdateandwhicharenotcarriedatfairvalue,thecarryingamountsapproximatefairvalueduetotheshort
maturity of these instruments.
h. Inventories
Stockofrawmaterials,work-in-progress,tradingmaterials,stores,spares,processmaterialsandpackingmaterialsarevalued at lowerof costor net realisablevalue adopting
weightedaveragemethod.Costofinventoriesshallcompriseallcostsofpurchase,costsofconversionandothercostsincurredinbringingtheinventoriestotheirpresentlocationand
condition.Costalsoincludesexpensesincurredtowardswagesandotherrelateditems.Sparepartswhichdonotmeetdefinitionofpropertyplantandequipment,i.e.whenthegroup
intends to use these during the period of 12 months or less, are being considered as inventory.
Due allowance is estimated and made by the management for slow moving / non-moving items of inventory, wherever necessary, based on the past experience and such allowances are
provided.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Thenetrealisablevalueofwork-in-progressisdeterminedwithreferencetothesellingpricesofrelatedfinishedgoods.Rawmaterials,componentsandothersuppliesheldforusein
theproductionoffinishedproductsarenotwrittendownbelowcostexceptincaseswhenadeclineinthepriceofmaterialsindicatesthatthecostofthefinishedproductsshallexceed
the net realisable value.
371Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
i.Revenue recognition:
(i). Revenue from contract with customers:
The Group derives revenues primarily from sale of Products and services.
Revenueismeasuredbasedontheconsiderationthatisspecifiedinacontractwithacustomerorisexpectedtobereceivedinexchangefortheproductsorservicesandexcludes
amountscollectedonbehalfofthirdparties.Revenueisrecognizedupontransferofcontrolofpromisedproductsorservicestocustomers.Torecognizerevenues,theGroupapplies
thefollowingfivestepapproach:(1)identifythecontractwithacustomer,(2)identifytheperformanceobligationsinthecontract,(3)determinethetransactionprice,(4)allocatethe
transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied.
The revenue is recognised when (or as) the performance obligation is satisfied, which typically occurs when (or as) control over the products or services is transferred to a customer.
Contractmodificationsareaccountedforwhenadditions,deletionsorchangesareapprovedeithertothecontractscopeorcontractprice.Theaccountingformodificationsofcontracts
involvesassessingwhethertheproducts/servicesaddedtoanexistingcontractaredistinctandwhetherthepricingisatthestandalonesellingprice.Products/Servicesaddedthatare
not distinct are accounted for on a cumulative catch-up basis, while those that are distinct are accounted for prospectively, either as a separate contract, if the additional
products/services are priced at the standalone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.
Revenuesinexcessofinvoicingifany,areclassifiedascontractassets (whichtheGroupreferasunbilledrevenue)whileinvoicing inexcessofrevenuesifany, areclassifiedas
contract liabilities (which the Group refer to as unearned revenues).
TheGroupaccountsforrebates/discountstocustomersasareductionofrevenuebasedontheunderlyingperformanceobligationthatcorrespondstotheprogressbythecustomer
towards earning the rebate/discount.
Interest and other income:
InterestIncomefromafinancialassetisrecognizedusingtheeffectiveinterestmethod.InterestonrefundofIncomeTaxandinsuranceclaimsareaccountedintheperiod/yearof
receipt.
j. Foreign currencies
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. At the end of each reportingperiod, monetaryassets and liabilities
denominatedinforeigncurrenciesaretranslatedusingexchangeratesineffectatthereportingdate.Exchangedifferencesarisingonsettlementortranslationofmonetaryitemsare
recognised in Statement of Profit and Loss.
Non-monetaryitemsthataredenominatedinaforeigncurrencyandmeasuredathistoricalcostarenotretranslatedattheendofeachreportingperiod.Theyarereportedusingthe
exchangerateinforceonthedateoftransaction.Non-monetaryitemsthataredenominatedinaforeigncurrencyandmeasuredatfairvaluearereportedattheexchangerates
prevalentonthedatewhenthefairvaluewasdetermined.Theexchangegainorlossonnon-monetaryitemsistreatedinlinewiththerecognitionoftheoverallgainorlossonsuch
non-monetaryitemi.e.translationorsettlementdifferencesonnon-monetaryitemswhosegainorlossisrecognisedinOtherComprehensiveIncomeorStatementofProfitandLoss
are also recognised in Other Comprehensive Income or Statement of Profit and Loss respectively.
k. Employee benefits
Short-term employee benefits
Employeebenefitssuchassalaries,wages,shorttermcompensatedabsences,expectedcostofbonus,ex-gratiaandperformancelinkedrewardssuchasannualvariablepayfallingdue
wholly within twelve months of rendering the service are classified as short term benefits and are expensed in the period in which the employee renders the related service.
Post-employment benefits
Defined contribution plans
Providentfundscheme,employeestateinsuranceschemeandemployeepensionschemearetheGroup'sdefinedcontributionplans.Thecontributionpaidorpayableunderthescheme
is recognised during the period in which the employee renders the related service.
Defined benefit plans
Gratuity
TheGroupprovidesforgratuity,adefinedbenefitplancoveringeligibleemployees.The gratuityplan providesalump-sum paymenttovested employeesatretirement,death,
incapacitation or termination of employment, of an amount based on the respective employee's salary and tenure of employment with the Group.
TheGroup'scontributiontowardsgratuityisinvestedinaGroupgratuitypolicywiththeLifeInsuranceCorporationofIndia.Deficit/Surplusofpresentvalueofobligations(under
Gratuitypolicy)overthefairvalueofgratuityplanassetsisrecognisedintheBalanceSheetasanassetorliability.Thesameisdeterminedbasedonanindependentactuarialvaluation
usingtheProjectedUnitCostMethod.Gainsandlossesthroughremeasurementofthenetgratuityliability/(asset)arerecognisedinOtherComprehensiveIncomeandarereflectedin
OtherEquityandthesamearenoteligibletobereclassifiedsubsequentlytoProfitorLoss.Premiumexpenseincurred tokeepineffectsuchagroupgratuitypolicyisrecognisedin
the Statement of Profit and Loss as employee benefit expense in the period / year such premium falls due.
Compensated absences:
Accumulatedabsencesexpectedtobecarriedforwardbeyondtwelvemonthsistreatedaslong-termemployeebenefitformeasurementpurposes.TheGroupaccountsforitsliability
towardscompensatedabsencesbasedonactuarialvaluationdoneasatthebalancesheetdatebyanindependentactuaryusingtheProjectedUnitCreditMethod.Theliabilityincludes
the long term component accounted on a discounted basis and the short term component which is accounted for on an undiscounted basis.
Employee share based payments
TheGrouprecognisescompensationexpenserelatingtosharebasedpaymentsinaccordancewithIndAS102Share-basedPayment.StockoptionsgrantedbytheGrouptoits
employeesareaccountedasequitysettledoptions.Accordingly,thegrantdatefairvalueofequitysettledshare-basedpaymentawardsgrantedtoemployeesoftheGroupisrecognised
asemployeebenefitexpensewithcorrespondingincreaseinequity.Thetotalexpensew.r.t.,optionsgrantedtoemployeesoftheGroupisrecognisedoverthevestingperiod,whichis
theperiodoverwhichallthespecifiedvestingconditionsarerequiredtobesatisfied.Attheendofeachreportingperiod,theGrouprevisesitsestimatesofthenumberofoptionsthat
areexpectedtovestbasedontheserviceandnon-vestingconditions.Itrecognisestheimpactoftherevisiontooriginalestimates,ifany,inthestatementofprofitandloss,witha
corresponding adjustment to equity.
Under a group share-based payment arrangement, options granted to the employees of ManipalTechnologies Limited (holding company) is reimbursed by holding company.
Accordingly, these amounts are recognised as receivables from holding company and are not recognised as an expense in the company’s financial statements.
372Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
l. Leases
TheGroup’sleaseasset(takenonlongtermbasis)whollyconsistsofland,buildingsandmachineries.TheGroupassesseswhetheracontractisorcontainsalease,atinceptionofa
contract.Acontractis,orcontains,aleaseifthecontractconveystherighttocontroltheuseofanidentifiedassetforaperiodoftimeinexchangeforconsideration.Toassesswhether
acontractconveystherighttocontroltheuseofanidentifiedasset,theGroupassesseswhether:(i)thecontractinvolvestheuseofanidentifiedasset(ii)theGrouphassubstantially
all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.
Atthedateofcommencementofthelease,theGrouprecognisesaright-of-useasset(“ROU”)andacorrespondingleaseliabilityforallleasearrangementsinwhichitisalessee,
exceptforleaseswithatermoftwelvemonthsorless(short-termleases)andleasesoflowvalueassetsifany.Fortheseshorttermandleasesoflowvalueassetsifany,theGroup
recognises the lease payments as an operating expense.
Theright-of-useassetsareinitiallyrecognisedatcost,whichcomprisestheinitialamountoftheleaseliabilityadjustedforanyleasepaymentsmadeatorpriortothecommencement
dateoftheleaseplusanyinitialdirectcostslessanyleaseincentives.Theyaresubsequentlymeasuredatcostlessaccumulateddepreciationandimpairmentlosses,ifany.Right-of-use
assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term or useful life of the underlying asset.
Theleaseliabilityisinitiallymeasuredatthepresentvalueofthefutureleasepayments.Theleasepaymentsarediscountedusingtheinterestrateimplicitintheleaseor,ifnotreadily
determinable,usingtheincrementalborrowingrates.Theleaseliabilityissubsequentlyremeasuredbyincreasingthecarryingamounttoreflectinterestontheleaseliability,reducing
the carrying amount to reflect the lease payments made.
Aleaseliabilityisremeasuredupontheoccurrenceofcertaineventssuchasachangeintheleasetermorachangeinanindexorrateusedtodetermineleasepayments.The
remeasurement normally also adjusts the leased assets.
RightofuseassethavebeenseparatelypresentedintheBalanceSheet.Correspondingleaseliabilitiesarebeingdisclosedasotherfinancialliabilitieseitherascurrentornoncurrent
depending on the period of reversal and lease payments have been classified as financing cash flows.
m. Borrowing cost
Borrowing cost includes interest expense calculated using the effective interest method, finance expenses in respect of assets acquired on lease.
Borrowingcoststhatareattributabletotheacquisition,constructionorproductionofaqualifyingasset,arecapitalised/inventoriedasapartofcostofsuchassettillsuchtimetheasset
is ready for its intended use. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.
All other borrowing costs are recognized as expenses in the period in which they are incurred.
n. Provisions, contingent liabilities and contingent assets
ProvisionsarerecognisedwhentheGrouphasapresentobligation(legalorconstructive)asaresultofapasteventsanditisprobablethatanoutflowofresourcesembodying
economicbenefitswillberequiredtosettletheobligationandareliableestimatecanbemadeoftheamountoftheobligation.Iftheeffectofthetimevalueofmoneyismaterial,
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
passageoftimeisrecognisedasafinancecost.Whentheunavoidablecostsofmeetingobligationsunderacontract,exceedtheeconomicbenefitsexpectedtobereceivedundersuch
contract (onerous contract), then the present obligation under the contract is recognised and measured as a provision.
Contingentliabilityisdisclosedinthenotestoaccountswhenincaseofapresentobligationarisingfrompastevents,itisnotprobablethatanoutflowofresourcesembodying
economic benefits will be required to settle the obligation and a reliable estimate of the same is not possible.
Contingent assets are disclosed in the notes to accounts when an inflow of economic benefits is probable.
Warranties
Theestimatedliabilityforproductwarrantiesisrecordedwhenproductsaresold.Theseestimatesareestablishedusinghistoricalinformationonthenature,frequencyandaveragecost
ofwarrantyclaimsandmanagementestimatesregardingpossiblefutureincidencebasedoncorrectiveactionsonproductfailures.Thetimingofoutflowswillvaryasandwhen
warranty claim will arise.
o. Basis of consolidation
(i) Subsidiary
TheseRestatedFinancialInformationincludeManipalPaymentandIdentitySolutionsLimitedanditsSubsidiary,ManipalPayment&IdentitySolutionsNigeriaLimited.Subsidiary
istheentitycontrolledbytheCompany.ControlexistswhentheCompany(a)haspowerovertheinvestee,(b)itisexposed,orhasrights,tovariablereturnsfromitsinvolvementwith
the investee and (c) has the ability to affect those returns through its power over the investee.
Thefinancialstatementsoftheparentanditssubsidiaryareconsolidatedonaline-by-linebasisbyaddingtogetherlikeitemsofassets,liabilities,income,andexpenses.Inter-company
transactions and balances are eliminated in full on consolidation. Uniform accounting policies are applied to the subsidiary within the group.
Duringthethree-monthperiodendedJune30,2025,theCompanyincorporatedtwosubsidiaries,namely,ManipalPaymentandIdentitySolutionsUKLimited(previouslyknownas
ManipalPaymentandIdentitySolutionsLimited)onApril9,2025intheUnitedKingdomandManipalPaymentandIdentitySolutionsInc.onMay2,2025intheUnitedStatesof
America.However,asonthedateofRestatedFinancialInformation,nocapitalcontributionhasbeenmadebytheCompanyineitheroftheaforesaidsubsidiaries,andsuchentities
havenotyetcommencedbusinessoperations.Accordingly,sincenofinancialinformationisavailableforthesesubsidiaries,nofinancialinformationpertainingtothemhasbeen
included in the Restated Financial Information.
p. Segment reporting
OperatingsegmentreflecttheGroup'smanagementstructureandthewaythefinancialinformationisregularlyreviewedbytheBoardofDirectors(theGroup'sChiefOperating
DecisionMaker(CODM)).TheCODMconsidersthebusinessfrombothbusinessandproductperspectivebasedonthedominantsource,natureofrisksandreturnsandtheinternal
organisation and management structure.
The Group has one operating segment, namely “Payment and Identity Solutions” and the information reported to the Chief Operating Decision Maker (CODM) for the purposes of
resource allocation and assessment of performance focuses on this operating segment.
373Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
q. Impairment of assets
1.Financial assets
InaccordancewithIndAS109,theGroupappliesexpectedcreditloss(ECL)modelformeasurementandrecognitionofimpairmentlossonthefollowingfinancialassetsandcredit
risk exposure:
(a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits and bank balances.
(b) Trade receivables that result from transactions that are within the scope of Ind AS 115.
TheGroupfollows‘simplifiedapproach’forrecognitionofimpairmentloss.TheapplicationofsimplifiedapproachdoesnotrequiretheGrouptotrackchangesincreditrisk.Rather,
it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and
risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition.
LifetimeECLaretheexpectedcreditlossesresultingfromallpossibledefaulteventsovertheexpectedlifeofafinancialinstrument.Asapracticalexpedient,theGroupusesa
provisionmatrixtodetermineimpairmentlossallowanceonportfolioofitstradereceivables.Theprovisionmatrixisbasedonitshistoricallyobserveddefaultratesovertheexpected
lifeofthetradereceivablesandisadjustedforforward-lookingestimates.Ateveryreportingdate,thehistoricalobserveddefaultratesareupdatedandchangesintheforward-looking
estimates are analysed.
2.Non-Financial assets including intangible assets and property, plant and equipment
AsateachBalanceSheetdate,theGroupassesseswhetherthereisanindicationthatanon-financialassetmaybeimpairedandalsowhetherthereisanindicationofreversalof
impairmentlossrecognisedinthepreviousperiods.Ifanyindicationexists,orwhenannualimpairmenttestingforanassetisrequired,theGroupdeterminestherecoverableamount
and impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.
Recoverable amount is determined:
- In case of an individual asset, at the higher of the assets’ fair value less cost to sell and value in use; and
- In case of cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of cash generating unit’s fair value less cost to sell and value in use.
Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueusingpre-taxdiscountratethatreflectscurrentmarketassessmentsofthetimevalueof
moneyand riskspecified tothe asset.In determiningfair valuelesscosttosell,recentmarkettransaction aretaken intoaccount. Ifnosuchtransaction canbeidentified,an
appropriate valuation model is used.
Impairmentlossesofcontinuingoperations,includingimpairmentoninventories,arerecognisedintheStatementofProfitandLoss,exceptforpropertiespreviouslyrevaluedwiththe
revaluation taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation.
WhentheGroupconsidersthattherearenorealisticprospectsofrecoveryoftheasset,therelevantamountsarewrittenoff.Iftheamountofimpairmentlosssubsequentlydecreases
and the decreasecan berelated objectivelytoaneventoccurringafter theimpairmentwasrecognised, thenthe previouslyrecognised impairmentlossisreversed throughthe
Statement of Profit and Loss.
r. Earnings per share (EPS)
Basic Earnings per share
Basicearningsperequityshareiscalculatedbydividingthenetprofitorlossaftertax(beforeconsideringothercomprehensiveincome)fortheperiod/yearattributabletoequity
shareholders of the Group by the weighted average number of equity shares outstanding during the period / year.
Diluted Earnings per share
Dilutedearningsperequityshare,iscomputedbydividingthenetprofitorlossfortheperiod/yearasadjustedfordividend,interestandotherexpensesrelatingtothedilutive
potentialequityshares,by theweightedaveragenumberofequitysharesconsideredforderivingbasicearningspershareandalsotheweightedaveragenumberofequitysharesthat
couldhavebeenissueduponconversionofalldilutivepotentialequityshares.Dilutivepotentialequitysharesaredeemedconvertedasofthebeginningoftheperiod/year,unless
issuedatalaterdate.Incomputingdilutedearningspershare,onlypotentialequitysharesthataredilutiveandthateitherreducesearningspershareorincreaseslosspershareare
included.
AsrequiredunderIndAS33“EarningPerShare”theeffectofanysplit/bonusaftertheendofreportingperiodisgivenforthepurposeofcomputingearningpershareforallthe
period presented retrospectively.
s. Statement of Cash Flows
CashflowsarereportedusingtheindirectmethodinaccordancewithIndAS7"StatementofCashFlows",wherebyprofitfortheyearisadjustedfortheeffectsoftransactionsofnon-
cashnature,anydeferralsoraccrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemsofincomeorexpensesassociatedwithinvestingorfinancingcashflows.Thecash
flows are segregated into operating, investing and financing activities.
t. Cash and cash equivalents
Cashandcashequivalentscomprisecashinhandandatbank(incurrentaccounts)andtermdepositswithoriginalmaturityupto3months.Termdepositsmaturingbeyond3months,
earmarked balances with banks and deposits held as margin money or security against borrowings etc. is not considered as Cash and Cash Equivalents.
u. Events after reporting date
SubsequenteventsareevaluatedthroughthedatetheRestatedfinancialinformationareissued.Eventsprovidingadditionalevidenceaboutconditionsexistingatthebalancesheetdate
are recognized in the financial statements. Events indicative of conditions arising after the balance sheet date are disclosed if material.
374Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure V - Summary Statement of Material accounting policies and other explanatory notes to the Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
v. Current / Non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:
Expected to be realised or intended to be sold or consumed in normal operating cycle,
Held primarily for the purpose of trading,
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
It is expected to be settled in normal operating cycle,
It is held primarily for the purpose of trading,
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
Based on the nature of activities of the Group, the Group has determined its operating cycle as 12 months.
w. Recent accounting pronouncements
Standard issued but not effective :
OnAugust13,2025,MCAnotifiedtheamendmentstoIndAS1–PresentationofFinancialStatementsandIndAS7–StatementofCashFlowsthroughtheCompanies(IndAS)
SecondAmendmentRules,2025.Theseamendmentsclarifytheclassificationofliabilitiesascurrentornon-current,particularlyincasesinvolvingcovenantsordeferralrights,and
introducenewdisclosurerequirementsforsupplierfinancearrangements(suchassupplychainfinancingorreversefactoring),includingdetailsofterms,outstandingbalancesand
theirimpactonliquidityrisk.TheamendmentsareeffectivefromAugust19,2025.TheGroupiscurrentlyassessingtheprobableimpactoftheseamendmentsonitsfinancial
statements;however,basedonapreliminaryevaluation,theyarenotexpectedtohaveamaterialeffectonrecognitionormeasurement,thoughtheywillresultinadditionaldisclosures
once effective.
x. Business combination under common control
Business combinations involving businesses/entities under common control are accounted under pooling of interest method.
In accordance with pooling of interest method:
(i) The assets and liabilities of the combining businesses/entities are reflected at their carrying amounts.
(ii) No adjustments are made to reflect fair values, or recognise any new assets and liabilities. Adjustments if any, are made to harmonise accounting policies/estimates.
(iii)Thefinancialinformationinthefinancialstatementsinrespectofpriorperiodsisrestatedasifthebusinesscombinationhadoccurredfromthebeginningoftheprecedingperiod
inthefinancialstatements,irrespectiveoftheactualdateofthecombination.However,wherethebusinesscombinationhadoccurredafterthatdate,thepriorperiodinformationis
restated only from that date.
(iv)Thebalanceoftheretainedearningsappearinginthefinancialstatementsofthetransferorisaggregatedwiththecorrespondingbalanceappearinginthefinancialstatementsof
the transferee or is adjusted against general reserve.
(v) The identity of the reserves are preserved.
(vi)Thedifference,ifany,betweentheamountsrecordedasowner'snetinvestment/equityandconsiderationpaidintheformofcashorotherassetsisrecordedasamalgamation
adjustment reserve and is presented separately.
Refer note no.43 for Common control business combination.
375Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VI - Statement of Restated adjustments to the Audited Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
Part A: Statement of adjustments to Restated Financial Information
Reconciliation between audited equity and restated equity
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Total equity (As per Audited Special Purpose Financial Statements) 5 ,620.20 3 ,042.47 896.12 (930.66)
(i) Audit qualifications - - - -
(ii) Adjustments due to change in accounting policy/ material errors / other adjustments - - - -
(iii) Deferred tax impact on adjustments in (i) & (ii), as applicable - - - -
Total adjustments - - - -
Total equity as per Restated Summary Statement of Assets and Liabilities 5 ,620.20 3 ,042.47 896.12 (930.66)
Reconciliation between audited profit and restated profit
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Profit after tax (As per Audited Special Purpose Financial Statements) 339.26 2,822.14 2,491.65 1,176.72
(i) Audit qualifications - - - -
(ii) Adjustments due to change in accounting policy/ material errors / other adjustments - - - -
(iii) Deferred tax impact on adjustments in (i) & (ii), as applicable - - - -
Total adjustments - - - -
Restated profit after tax for the period / year 3 39.26 2 ,822.14 2 ,491.65 1 ,176.72
Part B: Non-adjusting events
(a)Therearenoauditqualificationsinauditor'sreportsforSpecialPurposeFinancialStatementsfortheperiodendedJune30,2025andtheyearsendedMarch31,2025,March31,2024
and March 31, 2023.
(b) Emphasis of matters for the respective period / year, which do not require any adjustment in the Restated Financial Information:
As per independent auditor's examination report :
TherearenoEmphasisofmattersinIndependentAuditor'sExaminationReportonRestatedFinancialInformationfortheperiodendedJune30,2025andyearsendedMarch31,2025,
March 31, 2024 and March 31, 2023.
As per independent auditor’s report on the audited special purpose financial statements:
Purpose and Basis of preparation
WedrawattentiontoNote2totheSpecialPurposeFinancialStatements,whichdescribesthepurposeandbasisofpreparation.TheSpecialPurposeFinancialStatementshavebeen
preparedbytheCompanyforthepurposeofpreparationoftheRestatedFinancialInformationforinclusioninOfferDocumentsinrelationtotheproposedinitialpublicofferingaftergiving
effecttotheacquisitionofVDPBusinessandthebusinessofRevenueAssuranceDivisionfromtheHoldingCompanywhichisaccountedforascommoncontroltransactionretrospectively
with effect from April 01, 2022.
Our Opinion is not modified in respect of the above matter.
[This space has been intentionally left blank]
376Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VI - Statement of Restated adjustments to the Audited Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
Part C : Other matters which do not require any adjustment in the Restated Financial Information
As per independent auditor’s report on the audited special purpose financial statements:
1.TheSpecialPurposeFinancialStatementsincludethefinancialstatementsofManipalPayment&IdentitySolutionsNigeriaLimited(the"Subsidiary"),whichreflecttheGroup’sshareof
totalassetsamountingtoRs.43.37millionandRs.10.95million(beforeconsolidationadjustments)asatJune30,2025andMarch31,2025,anetlossaftertaxofRs.(4.50)millionandRs.
(0.49) million, and a total comprehensive income of Rs. (5.18) million and Rs. (0.62) million for the period ended June 30, 2025 and March 31, 2025, respectively, (both before
consolidationadjustments),asconsideredinthespecialpurposefinancialstatements.ThesefinancialstatementshavebeenauditedbyOtherAuditorwhoseauditreporthasbeenprovidedto
us by the Company's management.
TheSubsidiaryislocatedoutsideIndia,anditsfinancialstatementsandrelatedfinancialinformationhavebeenpreparedinaccordancewiththeaccountingprinciplesgenerallyacceptedin
itscountryofincorporationandauditedinaccordancewiththeauditingstandardsapplicablethere.TheCompany’smanagementhasconvertedthesefinancialstatementsfromthelocal
accountingprinciplestoaccountingprinciplesgenerallyacceptedinIndia(IndAS),andtranslatedthemintoIndianRupees(INR).Wehaveauditedboththeconversionandthetranslation
adjustmentsmadebythemanagement.ForthepurposeoftheauditofthespecialpurposefinancialstatementsforthethreemonthsperiodendedJune30,2025andyearendedMarch31,
2025,wehavealsoauditedboththeconversionandthetranslationadjustmentsmadebythemanagement.Accordingly,ouropinion,totheextentitrelatestothefinancialinformationofthe
foreign subsidiary, is based on the report of the Other Auditor and the conversion and translation adjustments audited by us.
2.Duringthethree-monthperiodendedJune30,2025,theCompanyincorporatedtwosubsidiaries,namely,ManipalPaymentandIdentitySolutionsUKLimited(previouslyknownas
ManipalPaymentandIdentitySolutionsLimited)onApril9,2025intheUnitedKingdomandManipalPaymentandIdentitySolutionsInc onMay2,2025intheUnitedStatesofAmerica.
However,asonthedateofSpecialPurposeFinancialStatements,nocapitalcontributionhasbeenmadebytheCompanyineitheroftheaforesaidsubsidiaries,andsuchentitieshavenotyet
commencedbusinessoperations.Accordingly,sincenofinancialinformationisavailableforthesesubsidiaries,nofinancialinformationpertainingtothemhasbeenincludedintheSpecial
Purpose Financial Statements.
3.TheCompanyhaspreparedseparatesetoffinancialstatementsforthefinancialyearendedMarch31,2023inaccordancewiththeIndianAccountingStandardsprescribedunderSection
133oftheAct,readwiththeCompanies(IndianAccountingStandards)Rules,2015,asamendedandotheraccountingprinciplesgenerallyacceptedinIndiawhichwereauditedbyM/s
Gurudas Shenoy H, Chartered Accountants (“Previous Auditor”) who expressed an unmodified opinion on these statements vide their report dated September 5, 2023.
4.Asinformedtousbythemanagement,previousauditordidnotholdavalidpeerreviewcertificateasissuedbythe‘PeerReviewBoard’oftheInstituteofCharteredAccountantsofIndia
andhavetherefore,expressedtheirinabilitytoperformanyworkforthepurposeofexaminationoftheRestatedFinancialInformationoftheCompanyinaccordancewiththeSEBIICDR
Regulations.Accordingly,themanagementhadpreparedaspecialpurposefinancialstatementsasofandfortheyearendedMarch31,2023whichwasauditedbyusandwehadissueda
separateAuditReportdatedSeptember5,2024onthespecialpurposefinancialstatementsasofandfortheyearendedMarch31,2023forthepurposeofpreparationofRestatedFinancial
Information for inclusion in the Offer Documents in relation to the IPO.
5.SincewewerenottheauditorsoftheCompanyforthefinancialyearendedMarch31,2023,wecouldnotparticipateinthephysicalverificationofinventorythatwascarriedoutbythe
managementasattheyearendedMarch31,2023.Accordingly,wehaveperformedalternateprocedurestoaudittheexistenceofinventoryaspertheguidanceprovidedinSA501“Audit
Evidence – Specific consideration for selected items” and have obtained appropriate evidence.
6.DuringthefinancialyearendedMarch31,2024,theCompanyacquiredVDPDivisionBusinessfromManipalTechnologiesLimited,itsHoldingCompany.Thisacquisitionqualifiesasa
commoncontrolbusinesscombinationunderIndAS103–BusinessCombinationsandhasbeenaccountedretrospectivelyfromApril01,2022.TheSpecialPurposeCarveOutFinancial
StatementsfortheVDPDivisioncomprisingSpecialPurposeCarveOutBalanceSheetasofApril01,2022,March31,2023alongwiththeSpecialPurposeCarveOutStatementsofProfit
andLossfortheyearendedMarch31,2023,SpecialPurposeCarveOutStatementofChangesinEquity,andtheSpecialPurposeCarveOutStatementofCashFlows fortheperiod,were
auditedbyM/sSriramuluNaidu&Co,CharteredAccountantswhosereportdatedSeptember05,2024havebeenfurnishedtousbythemanagementoftheCompany.Wehavenotaudited
theSpecialPurposeCarveOutFinancialStatementsoftheVDPDivisionandouropinionontheSpecialPurposeFinancialStatements,insofarasitrelatestotheamountsanddisclosures
included in respect of the VDP Division is based solely on the report of the other auditor.
7.DuringthethreemonthsperiodendedJune30,2025,theCompanyacquiredRevenueAssuranceDivisionBusinessfromManipalTechnologiesLimited,itsHoldingCompany.This
acquisitionqualifiesasacommoncontrolbusinesscombinationunderIndAS103–BusinessCombinationsandhasbeenaccountedretrospectivelyfromApril01,2022.TheSpecial
PurposeCarveOutFinancialStatementsforRevenueAssuranceDivisioncomprisingSpecialPurposeCarveOutBalanceSheetasofApril01,2022,March31,2023,March31,2024and
March31,2025alongwiththeSpecialPurposeCarveOutStatementsofProfitandLossfortheyearsendedMarch31,2023,March31,2024andMarch31,2025,SpecialPurposeCarve
OutStatementofChangesinEquity,andtheSpecialPurposeCarveOutStatementofCashFlows forthesaidperiods,wereauditedbyM/sSriramuluNaidu&Co,CharteredAccountants
andPaiNayak&Associates,CharteredAccountantswhosereportdatedNovember01,2025havebeenfurnishedtousbythemanagementoftheCompany.WehavenotauditedtheSpecial
Purpose Carve Out Financial Statementsofthe Revenue Assurance Divisionand ouropinion ontheSpecialPurpose FinancialStatements, inso faras itrelatestothe amountsand
disclosures included in respect of the Revenue Assurance Division is based solely on the report of the other auditor.
8.TheCompanyhaspreparedaseparatesetofstandalonefinancialstatementsfortheyearendedMarch31,2024inaccordancewiththeIndianAccountingStandardsasprescribedunder
Section133oftheCompaniesAct,2013readwiththeCompanies(IndianAccountingStandards)Rules,2015,asamended,andtheaccountingprinciplesgenerallyacceptedinIndiaon
which we have issued a separate auditor’s report dated September 05, 2024.
9.TheCompanyhaspreparedaseparatesetofconsolidatedfinancialstatementsfortheyearendedMarch31,2025inaccordancewiththeIndianAccountingStandardsasprescribedunder
Section133oftheCompaniesAct,2013readwiththeCompanies(IndianAccountingStandards)Rules,2015,asamended,andtheaccountingprinciplesgenerallyacceptedinIndiaon
which we have issued a separate auditor’s report dated August 13, 2025.
Our Opinion is not modified in respect of the above matters.
377Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
3 Property, plant and equipment
Particulars Land - Freehold Building- Leasehold Plant and Computers Furniture and Vehicles Office equipment Electrical fittings Total
Freehold Improvement machinery fixtures
Gross carrying amount
Balance as at April 1, 2022 10.04 83.72 - 7 15.88 29.16 13.97 1.26 6.43 1 2.74 8 73.20
Addition on account of common control business combination - - 1 13.26 1,295.89 2 1.74 12.32 1.37 1 4.92 14.66 1,474.16
Additions - - 0 .01 2 2.83 5.59 0.19 - 3 .36 - 3 1.98
Deductions - - - - - - - - - -
Balance as at March 31, 2023 10.04 83.72 1 13.27 2,034.60 5 6.49 26.48 2.63 2 4.71 27.40 2,379.34
Additions - - - 6 0.32 11.57 0.43 - 4 .43 - 76.75
Deductions - - - - - - - - - -
Balance as at March 31, 2024 10.04 83.72 1 13.27 2,094.92 6 8.06 26.91 2.63 2 9.14 27.40 2,456.09
Additions - - 9 7.67 4 46.71 22.14 5.17 4.02 2 8.10 - 603.81
Deductions - - - (4.46) (0.04) - - - - (4.50)
Impairments - - - (95.98) (0.03) - - (0.11) - (96.12)
Balance as at March 31, 2025 10.04 83.72 2 10.94 2,441.19 9 0.13 32.08 6.65 5 7.13 27.40 2,959.28
Additions - - - - 6 .50 - - 0 .08 - 6.58
Deductions - - - (131.92) - (0.20) - - - (132.12)
Balance as at June 30, 2025 10.04 83.72 2 10.94 2,309.27 9 6.63 31.88 6.65 5 7.21 27.40 2,833.74
Accumulated depreciation
Balance as at April 1, 2022 - 1 9.37 - 3 37.96 25.12 11.21 1.10 5.13 1 0.52 410.41
Addition on account of common control business combination - - 3 0.69 5 74.85 17.51 8.62 0.69 1 0.30 10.41 653.07
For the year - 3 .34 7.60 2 56.03 5.30 1.88 0.33 2.72 1.92 279.12
Deductions - - - - - - - - - -
Balance as at March 31, 2023 - 2 2.71 38.29 1,168.84 4 7.93 21.71 2.12 1 8.15 22.85 1,342.60
For the year - 3 .34 7.60 1 96.61 5.89 1.86 0.17 2.77 1.82 220.06
Deductions - - - - - - - - - -
Balance as at March 31, 2024 - 2 6.05 45.89 1,365.45 5 3.82 23.57 2.29 2 0.92 24.67 1,562.66
For the year - 3 .34 7 4.76 2 25.04 11.10 3.03 0.66 5.79 1.53 325.25
Deductions - - - (1.78) (0.00) - - - - (1.78)
Impairments - - - (60.33) (0.03) - - (0.11) - (60.47)
Balance as at March 31, 2025 - 2 9.39 1 20.65 1,528.38 6 4.89 26.60 2.95 2 6.60 26.20 1,825.66
For the period - 0 .83 3.01 6 3.35 3.62 0.36 0.17 1.94 0.33 73.61
Deductions - - - (131.92) - (0.20) - - - (132.12)
Impairments - - - - - - - - - -
Balance as at June 30, 2025 - 3 0.22 1 23.66 1,459.81 6 8.51 26.76 3.12 2 8.54 26.53 1,767.15
Net carrying amount
Balance as at March 31, 2023 10.04 61.01 74.98 8 65.76 8.56 4.77 0.51 6.56 4.55 1,036.74
Balance as at March 31, 2024 10.04 57.67 67.38 7 29.47 14.24 3.34 0.34 8.22 2.73 8 93.43
Balance as at March 31, 2025 1 0.04 5 4.33 9 0.29 9 12.81 2 5.24 5 .48 3 .70 3 0.53 1 .20 1,133.62
Balance as at June 30, 2025 1 0.04 5 3.50 8 7.28 8 49.46 2 8.12 5 .12 3 .53 2 8.67 0 .87 1,066.59
Notes :
(i) The title deeds of all the immovable properties (other than properties where the Company/Subsidiary is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed above are held in the name of the Group.
(ii) Property, plant and equipment are hypothecated as primary security with the lenders against the borrowings availed by the Company (refer note no. 20 and 24).
378Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
4 Right-of-use assets
Particulars Building Plant and Total
machinery
Gross carrying amount
Balance as at April 1, 2022 3 8.48 6 3.35 101.83
Addition on account of common control business combination 1 00.62 6 .53 107.15
Eliminations due to common control business combination - (63.35) (63.35)
Additions 1 5.34 1 24.79 140.13
Deductions (10.48) - (10.48)
Balance as at March 31, 2023 143.96 131.32 275.28
Additions 6 0.28 2 96.27 356.55
Deductions (29.40) (5.50) (34.90)
Balance as at March 31, 2024 1 74.84 4 22.09 596.93
Additions 3 50.37 4 12.51 762.88
Deductions (100.59) (3.85) (104.44)
Balance as at March 31, 2025 4 24.62 8 30.75 1,255.37
Additions 2 4.95 1 37.20 162.15
Deductions (21.40) 0 .16 (21.24)
Balance as at June 30, 2025 4 28.17 9 68.11 1,396.28
Accumulated depreciation
Balance as at April 1, 2022 1 9.16 4 4.71 63.87
Addition on account of common control business combination 3 6.82 2 .26 39.08
Eliminations due to common control business combination - (44.71) (44.71)
For the year 3 1.93 1 1.65 43.58
Deductions (10.48) - (10.48)
Balance as at March 31, 2023 77.43 13.91 91.34
For the year 3 8.89 6 1.50 100.39
Deductions (29.40) (3.10) (32.50)
Balance as at March 31, 2024 8 6.92 7 2.31 159.23
For the year 7 0.35 1 30.54 200.89
Deductions (93.91) (2.90) (96.81)
Balance as at March 31, 2025 6 3.36 1 99.95 263.31
For the period 1 9.88 4 3.53 63.41
Deductions (13.06) 0 .16 (12.90)
Balance as at June 30, 2025 7 0.18 2 43.64 313.82
Net carrying amount
Balance as at March 31, 2023 6 6.53 1 17.41 1 83.94
Balance as at March 31, 2024 8 7.92 3 49.78 4 37.70
Balance as at March 31, 2025 3 61.26 6 30.80 9 92.06
Balance as at June 30, 2025 3 57.99 7 24.47 1,082.46
379Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
5 Capital work in progress
Particulars Amounts
Balance as at April 1, 2022 12.05
Addition on account of common control business combination 2.93
Additions 1.44
Capitalization/Deductions (14.90)
Balance as at March 31, 2023 1.52
Additions 37.40
Capitalization/Deductions (0.65)
Balance as at March 31, 2024 38.27
Additions 120.89
Capitalization/Deductions (38.27)
Balance as at March 31, 2025 120.89
Additions 121.34
Capitalization/Deductions -
Balance as at June 30, 2025 242.23
Ageing of capital work in progress
Particulars Amount in capital work in progress for a period of Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress
Balance as at June 30, 2025 242.23 - - - 242.23
Balance as at March 31, 2025 120.89 - - - 120.89
Balance as at March 31, 2024 37.40 0.87 - - 38.27
Balance as at March 31, 2023 1.52 - - - 1.52
Projects temporarily suspended
Balance as at June 30, 2025 - - - - -
Balance as at March 31, 2025 - - - - -
Balance as at March 31, 2024 - - - - -
Balance as at March 31, 2023 - - - - -
Note:TheGroupdoesnothaveanycapital-work-in-progresswhichisoverdueorhasexceededitscostcomparedtoitsoriginalplanasatJune30,2025,March31,2025,March31,2024and
March 31,2023.
[This space has been intentionally left blank]
380Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
6 Other intangible assets
Particulars Software Total
Gross carrying amount
Balance as at April 1, 2022 - -
Addition on account of common control business combination 131.39 131.39
Additions 0.23 0.23
Deductions - -
Balance as at March 31, 2023 131.62 131.62
Additions 4.57 4.57
Deductions - -
Balance as at March 31, 2024 136.19 136.19
Additions 1.32 1.32
Deductions - -
Balance as at March 31, 2025 137.51 137.51
Additions - -
Deductions - -
Balance as at June 30, 2025 137.51 137.51
Accumulated amortization
Balance as at April 1, 2022 - -
Addition on account of common control business combination 27.36 27.36
For the year 30.78 30.78
Deductions - -
Balance as at March 31, 2023 58.14 58.14
For the year 27.78 27.78
Deductions - -
Balance as at March 31, 2024 85.92 85.92
For the year 25.79 25.79
Deductions - -
Balance as at March 31, 2025 111.71 111.71
For the period 1.30 1.30
Deductions - -
Balance as at June 30, 2025 113.01 113.01
Net carrying amount
Balance as at March 31, 2023 73.48 73.48
Balance as at March 31, 2024 50.27 50.27
Balance as at March 31, 2025 25.80 25.80
Balance as at June 30, 2025 24.50 24.50
[This space has been intentionally left blank]
381Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
7 Investments As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Unquoted investments
In Equity instruments
Measured at Fair Value through OCI
Clean Wind Power (Manvi) Pvt Ltd (refer note below) 0.40 0 .40 0 .40 0 .40
No. of equity shares 39,600 (March 31, 2025 : 39,600 ; March 31, 2024 : 39,600
; March 31, 2023 : 39,600) of Rs. 10/- each
0.40 0 .40 0 .40 0 .40
(a) Aggregate amount of quoted investments - - - -
(b) Aggregate market value of quoted investments - - - -
(c) Aggregate value of unquoted investments 0 .40 0 .40 0 .40 0 .40
(d) Aggregate amount of impairment in value of investments - - - -
Note:
InvestmentinCleanWindPower(Manvi)PvtLtdwasheldwithaviewtoobtainpowerforcaptiveconsumption.Aspertheshareholders'agreemententeredintobytheaforesaid
company'sholdingcompanyM/sHeroWindEnergyPrivateLimitedwiththeCompany,theaforesaidholdingcompanyishavingthesolediscretiontopurchasesharesatpari.e.atRs.10
each from the Company. Accordingly, the fair value is considered to be Rs. 10 per share.
8 Other non-current financial assets (Unsecured, considered good) As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Security deposits 22.27 2 0.42 1 3.04 1 2.32
Rent deposits 62.67 6 1.13 3 5.65 2 7.31
Term deposits
(i) Pledged as security for bank guarantee, letter of credit and for tender 5 0.66 8 0.22 1 53.87 1 46.34
(ii) Free from charge - - - 2 .38
135.60 1 61.77 2 02.56 1 88.35
9 Other non-current assets As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Capital advances 46.44 6 4.38 1 09.64 4 .20
Demand paid under protest (Indirect taxes) 67.55 6 6.74 7 0.05 7 2.64
Prepaid expenses 10.05 1 0.03 0 .83 -
124.04 1 41.15 1 80.52 7 6.84
10 Inventories As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(at lower of cost and net realisable value)
Raw materials 961.25 7 78.86 7 97.27 9 33.03
Work-in-progress 188.36 1 90.99 2 18.05 3 69.09
Stock-in-trade (in respect of goods acquired for trading) 4 4.11 5 4.50 5 3.53 5 8.44
Stores and spare parts 4 4.55 5 8.75 3 9.46 4 9.74
Process material 9.47 7 .14 8 .83 7 .49
Packing material 3.33 4 .18 4 .20 5 .27
1,251.07 1 ,094.42 1 ,121.34 1 ,423.06
Notes:
(i)Theaboveinventoryisnetofprovisionprovidedforslowmovingandnon-movingitemstotheextentofRs.79.14millions(March31,2025:Rs.83.43million;March31,2024:
57.29 millions ; March 31, 2023 : Nil).
(ii) Inventories are hypothecated as primary security with the lenders against the borrowings availed by the Company. (refer note no.20 and 24).
(iii)ValueofrawmaterialsincludesstockintransitamountingtoRs.69.82million(March31,2025:Rs.86.40million;March31,2024:Rs.36.84million;March31,2023:Rs.2.05
million).
382Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
11 Investments As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Quoted Investment
Measured at Fair Value through Profit and Loss
Investment in Mutual Funds 1 ,176.90 1 ,718.74 - -
Total Quoted Investments 1,176.90 1 ,718.74 - -
(a) Aggregate amount of quoted investments 1,176.90 1 ,718.74 - -
(b) Aggregate market value of quoted investments 1,176.90 1 ,718.74 - -
(c) Aggregate value of unquoted investments - - - -
(d) Aggregate amount of impairment in value of investments - - - -
12 Trade receivables As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Unsecured
Trade receivables considered good 1,915.13 1 ,387.03 1 ,200.40 1 ,547.88
Trade receivables - credit impaired 30.68 2 8.24 5 9.34 4 6.56
Less : Allowances for receivables considered good (14.16) (8.82) (31.95) (22.27)
Less : Allowances for expected credit loss (30.68) (28.24) (59.34) (46.56)
1,900.97 1 ,378.21 1 ,168.45 1 ,525.61
Unbilled revenue 4.89 1 2.45 2 3.95 -
1,905.86 1 ,390.66 1 ,192.40 1 ,525.61
Movement in expected credit loss allowance
Opening balance 37.06 91.29 68.83 86.54
Allowance for loss created (net of reversal) during the period / year 7 .78 (54.23) 22.46 (17.71)
Closing balance 44.84 3 7.06 9 1.29 6 8.83
Ageing of trade receivables As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(i) Undisputed trade receivables – considered good
Not due 892.35 5 90.33 4 46.85 7 81.32
Less than 6 months 998.49 7 83.97 6 82.86 7 31.87
6 months - 1 year 1 8.77 7 .92 2 7.28 2 8.92
1-2 years 0.79 0 .04 2 4.82 1 .36
2-3 years 2.81 2 .84 4 .79 0 .77
More than 3 years 1.92 1 .93 1 3.80 3 .64
1,915.13 1 ,387.03 1 ,200.40 1 ,547.88
(ii) Undisputed trade receivables – credit impaired
Not due - - - -
Less than 6 months 1 7.76 1 1.26 4 1.09 6 .02
6 months - 1 year 1 .05 5 .07 1 3.97 6 .44
1-2 years 11.87 6 .61 4 .28 0 .68
2-3 years - 5 .30 - 1 .01
More than 3 years - - - 3 2.41
30.68 2 8.24 5 9.34 4 6.56
Less : Allowances for receivables considered good (14.16) (8.82) (31.95) (22.27)
Less : Allowances for expected credit loss (30.68) (28.24) (59.34) (46.56)
Unbilled revenue 4.89 1 2.45 2 3.95 -
1,905.86 1 ,390.66 1 ,192.40 1 ,525.61
Notes:
(i) Refer related party note no. 55 for further disclosures.
(ii) Trade receiveables are hypothecated as primary security with the lenders against the borrowings availed by the Company. (refer note no.20 and 24).
383Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
13 Cash and cash equivalents As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Cash-in-hand 0.00 0 .00 0 .00 -
Balances with banks
(i) Current accounts 146.69 1 60.84 4 ,437.88 49.26
(ii) Deposit with original maturities of less than 3 months 70.00 1 40.00 6 08.44 -
216.69 3 00.84 5 ,046.32 49.26
14 Other bank balances (other than cash and cash equivalents) As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Term deposits
(i) Pledged as security for bank guarantee, letter of credit and for tender 3 90.76 4 26.51 3 90.30 1 14.26
(ii) Free from charge 103.36 1 25.47 0 .01 8 .04
494.12 5 51.98 3 90.31 1 22.30
15 Loans - current As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Inter-corporate loan (refer note 58) - - 1 ,001.14 1 ,040.54
- - 1 ,001.14 1 ,040.54
16 Other current financial assets As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Security deposits 27.36 2 6.92 4 9.09 1 7.11
Earnest money deposits 12.60 7 .98 1 3.31 5 3.71
Interest accrued but not due from deposits 11.57 1 0.00 6 .96 1 .93
Receivable on account of sale of investment - 5 ,594.40 - -
Other receivables 161.40 1 65.92 2 7.51 1 6.03
212.93 5 ,805.22 96.87 8 8.78
Notes:
(i) Refer related party note no. 55 for further disclosures.
17 Other current assets As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(Unsecured, considered good)
Receivable from government authorities
(i) GST credit receivable 62.18 7 1.26 5 4.46 1 05.40
(ii) Export benefit receivable 1.76 1 .65 0 .70 0 .05
Prepaid expenses 174.12 1 32.17 4 9.39 4 3.50
Advance to suppliers (including related party - refer note 55) 175.62 1 84.75 1 19.37 4 2.52
Other advances and deposits 6.48 6 .04 5 .00 1 .94
Deferred contract cost - 1 2.51 - -
420.16 4 08.38 2 28.92 1 93.41
Notes:
(i) The above advance to suppliers is net of provision to the extent of Rs. 2.39 million ( March 31, 2025 : Rs. 2.39 million ; March 31, 2024 : Rs. 2.39 million ; March 31, 2023 : Nil).
[This space has been intentionally left blank]
384Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
18 Share capital
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Authorised :
Equity share capital
Equity shares of Rs. 2/- each (March 31, 2025 : Rs. 2/- each ; March 31, 2024 : Rs. 10/- each ;
500.00 500.00 500.00 500.00
March 31, 2023 : Rs. 10/- each )
No. of shares 25,00,00,000 (March 31, 2025 : 25,00,00,000 ; March 31, 2024 : 5,00,00,000;
March 31, 2023 : 5,00,00,000) (refer note a below)
Total 5 00.00 500.00 500.00 500.00
Issued, subscribed and paid up:
Equity share capital
Equity shares of Rs. 2/- each (March 31, 2025 : Rs. 2/- each ; March 31, 2024 : Rs. 10/- each ;
444.73 413.61 413.61 413.61
March 31, 2023 : Rs. 10/- each )
No. of shares 22,23,65,000 (March 31, 2025 : 20,68,05,000 ; March 31, 2024 : 4,13,61,000;
March 31, 2023 : 4,13,61,000) (refer note a below)
Total 4 44.73 413.61 413.61 413.61
Notes :
(a)PursuanttoresolutionspassedbytheBoardofDirectorsandtheShareholdersintheirrespectivemeetingsheldonMay13,2024,andMay15,2024,thefacevalueoftheequitysharesofthe
Companywassub-dividedfromRs.10eachtoRs.2each.Consequently,theauthorizedequitysharecapitaloftheCompany,originallycomprising5,00,00,000equitysharesofRs.10each,was
subdivided into 25,00,00,000 equity shares of Rs. 2 each. Similarly, the aggregate issued, subscribed, and paid-up equity share capital of the Company, which comprised 4,13,61,000 equity shares of
Rs. 10 each, was subdivided into 20,68,05,000 equity shares of Rs. 2 each.
(b) Pursuant to the approval of the board of directors at their meeting held on May 28, 2025, 2000 Optionally Convertible Debentures (OCDs) are converted into 1,55,60,000 equity shares.
Reconciliation of number of shares outstanding at the beginning and end of the period / year :
Equity shares :* As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
No. of shares No. of shares No. of shares No. of shares
Outstanding at the beginning of the period / year 20,68,05,000 4,13,61,000 4,13,61,000 4,13,61,000
Effect of stock split - 16,54,44,000 - -
Allotted on conversion of Optionally Convertible Debentures 1,55,60,000 - - -
Outstanding at the end of the period / year 22,23,65,000 20,68,05,000 4,13,61,000 4,13,61,000
* Number of shares is presented as absolute number.
Terms / Rights attached to each classes of shares
Rights, preferences and restrictions attached to equity shares
TheCompanyhasoneclassofequityshareshavingaparvalueofRs.2pershare.Eachshareholderiseligibleforonevotepershare.Intheeventofliquidation,theequityshareholdersareeligibleto
receive the remaining assets of the Company (after distribution of all preferential amounts) in proportion to their shareholding.
Shareholders holding more than 5% shares in the Company is set out below:
Equity shares of Rs. 2 each fully paid As at June 30, 2025
No. of shares % Share holding
Manipal Technologies Limited 13,93,02,995 62.65%
(including nominee shareholders)
Touchstone Trust Scheme Iv 1,55,60,000 7.00%
Equity shares of Rs. 2 each fully paid As at March 31, 2025
No. of shares % Share holding
Manipal Technologies Limited 16,54,04,000 79.98%
(including nominee shareholders)
385Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
Equity shares of Rs. 10 each fully paid As at March 31, 2024
No. of shares % Share holding
Manipal Technologies Limited 3,30,80,800 79.98%
(including nominee shareholders)
Manipal Media Network Limited 82,80,200 20.02%
Equity shares of Rs. 10 each fully paid As at March 31, 2023
No. of shares % Share holding
Manipal Technologies Limited 3,30,80,800 79.98%
Glorywise International Limited 47,24,200 11.42%
Chan Wanich International Company Limited 35,46,000 8.57%
Details of shareholding of promoters:
Equity shares of Rs. 2 each fully paid As at June 30, 2025
No. of shares % of holding % of Change
Manipal Technologies Limited 13,93,02,995 62.65% -21.67%
(including nominee shareholders)
Manipal Media Network Limited - 0.00% -100.00%
Equity shares of Rs. 2 each fully paid As at March 31, 2025
No. of shares % of holding % of Change
Manipal Technologies Limited 16,54,04,000 79.98% 0.00%
(including nominee shareholders)
Manipal Media Network Limited 94,92,555 4.59% -77.07%
Equity shares of Rs. 10 each fully paid As at March 31, 2024
No. of shares % of holding % of Change
Manipal Technologies Limited 3,30,80,800 79.98% 0.00%
(including nominee shareholders)
Manipal Media Network Limited 82,80,200 20.02% 100.00%
Tridevita Family Trust - 0.00% -100.00%
Equity shares of Rs. 10 each fully paid As at March 31, 2023
No. of shares % of holding
Manipal Technologies Limited 3,30,80,800 79.98%
Tridevita Family Trust 10,000 0.02%
[This space has been intentionally left blank]
386Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
19 Other equity As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
A. Retained earnings 5,915.49 5,132.12 3,244.28 1,777.24
B. Debenture redemption reserve - 450.00 282.88 32.88
C. Share option outstanding account 107.70 96.59 5.07 -
D. Amalgamation adjustment deficit account (3,154.39) (3,154.39) (3,154.39) (3,154.39)
E. Equity component of compound financial instruments - 104.67 104.67 -
F. Securities Premium Account 2,307.48 - - -
G. Foreign currency translation reserve (0.81) (0.13) - -
5,175.47 2,628.86 482.51 (1,344.27)
(i) Movement of reserves
A. Retained earnings As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening balance 5,132.12 3,244.28 1,777.24 1,255.91
Eliminations due to common control business combination - - - 2.23
Restated balance as at April 1,2022 - - - 1,258.14
Profit for the period / year 339.26 2,822.14 2,491.65 1,176.72
Other comprehensive (loss)/ income (5.89) 9.54 (11.46) (16.97)
Dividend paid (refer note (iii) (a)) - - (41.36) (41.36)
Impact on account of common control business combination (refer note 43) - (693.62) (680.26) (566.41)
Financial guarantee liability recognsied through equity net of taxes (refer note 44) - (83.10) (41.53) -
Debenture redemption reserve 450.00 (167.12) (250.00) (32.88)
Closing balance 5,915.49 5,132.12 3,244.28 1,777.24
B. Debenture redemption reserve As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the period / year 450.00 282.88 32.88 -
Add : Amount transferred during the period / year from retained earnings - 200.00 250.00 32.88
Less : Amount transferred during the period / year to retained earnings (450.00) (32.88) - -
- 450.00 282.88 32.88
C. Share option outstanding account As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the period / year 96.59 5.07 - -
Addition during the period / year 11.11 91.52 5.07 -
107.70 96.59 5.07 -
D. Amalgamation adjustment deficit account As at As at As at As at
June 30, 2025 March 31, 2025 31 March 2024 31 March 2023
Balance at the beginning of the period / year (3,154.39) (3,154.39) (3,154.39) -
Reserve created on account of common control business combination (refer note 43) - - - (3,154.39)
Restated balance as at April 1,2022 - - - (3,154.39)
Addition during the period / year - - - -
(3,154.39) (3,154.39) (3,154.39) (3,154.39)
E. Equity component of compound financial instruments As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the period / year 104.67 104.67 - -
Equity component on issue of OCD - - 140.67 -
Deferred tax on above - - (36.00) -
Conversion of OCD to equity shares (104.67) - - -
- 104.67 104.67 -
387Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
F. Securities Premium Account As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year - - - -
Add : Conversion of OCD to equity shares 2,307.48 - - -
2,307.48 - - -
G. Foreign currency translation reserve As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year (0.13) - - -
Add : Movement during the period/year (0.68) (0.13) - -
(0.81) (0.13) - -
(ii) Nature and purpose of reserves
A. Retained earnings
Retained earnings represents the undistributed profits of the Group accumulated as at reporting dates.
B. Debenture redemption reserve
AspertheprovisionsofCompaniesAct2013readwithrulesthereon,thecompaniesissuingdebenturesonprivateplacementbasis(Non-convertibledebentures),arerequiredtomaintainthe
DebentureRedemptionReserveatleasttotheextentof10%ofvalueofdebenturesissuedoutstandingasonthereportingdate.TheCompanyhastransferredamountfromdebentureredemption
reserve to retained earnings on account of redemption of debentures and conversion of OCD to equity.
C. Share option outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee Stock Option Plan (ESOP).
D. Amalgamation adjustment deficit account
Amalgamationadjustmentdeficitaccountonbusinesscombinationrepresentsthedeficitofcapitalnaturewhichmainlyincludetheexcessofpurchaseconsiderationpaidoverthenetassetsacquired
by the Group arising on transfer of business between entities under common control.
E. Equity component of compound financial instruments
Theequitycomponentisdeterminedbydeductingthefairvalueoftheliabilityfromthevalueofthecompoundinstrumentasawhole.Thisisrecognisedandincludedinequity,netofincometax
effects, and is not subsequently remeasured. On conversion of OCD to equity shares, the equity component on OCD has been reversed.
F.Securities Premium Account
TheamountreceivedoverandabovethefacevalueofequitysharesallottediscreditedtotheSecuritiesPremiumAccountandpresentedunderequity.Itisnotsubsequentlyremeasuredandcanbe
utilised only as permitted under the Companies Act, 2013.
G. Foreign currency translation reserve
Thereservecomprisesofexchangedifferenceontranslationoffinancialstatementsofforeignsubsidiariesforthepurposeofconsolidation.Thecumulativeamountisreclassifiedtoprofitorloss
when the net investment is disposed-off.
(iii) Other notes
(a)ThedividendpaidrepresentstheamountpaidoutoftheprofitsfortheperiodendedJune30,2025ofRs.Nil(yearendedMarch31,2025ofRs.Nil;yearendedMarch31,2024ofRs.Nil;year
ended March 31, 2023 : Rs.1) per equity share paid in subsequent financial year.
388Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
20 Non-current borrowings As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Secured
Term loan from banks 1.81 - - 2 12.82
Debentures:
(i) Non-convertible debentures - 1 ,957.59 2 ,457.99 2 01.52
(ii) Optionally convertible debentures - 1 ,616.54 1 ,825.80 -
1.81 3 ,574.13 4 ,283.79 4 14.34
Information on non-current borrowings
(a) Term loans
Particulars
South Indian Bank - - - 79.53
Federal Bank - - - 186.36
ICICI Bank 2.20 - - -
Total amount of long term loans 2.20 - - 265.89
Less : Current maturities (refer note 24) 0.39 - - 53.07
Amount of non-current debt 1.81 - - 212.82
TermsloansoutstandingasatMarch31,2023carryarateofinterestrangingfrom10%to11%securedbywayofchargeofproperty,plantandequipmentandcurrentassets.Theterm
loans are pre-closed during the FY 2023-24.
TermloanavailedduringtheperiodendedJune30,2025carriesarateofinterestof8.90%securedbywayofhypothecationofmotorvehicle.Theloanisrepayablein60equatedmonthly
instalments (EMIs) as per the terms of sanction.
Amortisationoftheborrowingshavebeendonebyusingeffectiverateofinterest,currentmaturitiesofthesaidloanaredisclosedunder‘CurrentBorrowings’,whilethebalanceisshown
under ‘Long-Term Borrowings.
(b) Debentures
Carrying value of debentures
16.5 % Non-convertible debentures (refer note (i)) - - 1 33.64 3 28.78
18 % Non-convertible debentures (refer note (ii)) - 2,581.98 2,502.98 -
15 % Optionally convertible debentures (refer note (iii)) - 2,146.68 1,858.12 -
- 4,728.66 4,494.74 328.78
Less : Current maturities (refer note 24) - 1,154.53 210.95 1 27.26
Amount of long term debentures - 3 ,574.13 4 ,283.79 2 01.52
(i) 16.5% Non-convertible debentures
Duringthefinancialyear2022-23, theCompanyhasissued35016.5%Non-convertibledebentures(NCD)offacevalueRs.1millioneachamountingtoRs.350millionrepayablein33
MonthlyinstallmentsstartingfromFebruary28,2023.Duringthefinancialyear2023-24,therepaymenttermsweremodifiedwithrevisedmaturitydateofJune30,2024.However,the
same has been completely repaid on May 31,2024.
Security:The above debentures were secured bythe corporate guarantee from Manipal Technologies Limited , negative lien over 51% of the Company's shares held byManipal
Technologies Limited and subservient charge by way of hypothecation over all Company assets in favour of the Debenture Trustee.
(ii) 18% Non-convertible debentures
Duringthefinancialyear2023-24, TheCompanyhasissued2,50018%Non-convertibleDebentures(NCD)offacevalueRs.1millioneachamountingtoRs.2,500millionrepayablein4
halfyearlyinstallmentsstartingfromSeptember30,2025.ThepurposeofissueoftheseNCDsistoacquirethesharesandcompulsoryconvertibledebenturesofPrimacyIndustries
Private Limited (PIPL), working capital and other general corporate purpose.
TheseNon-convertibledebenturesaresecuredthroughanexclusivechargebywayofamortgage/hypothecationofCompany'sproperty,plantandequipmentandintellectualproperties,
hypothecationofinventoriesandchargeontradereceivables,pledgeofsharesheldbyManipalTechnologiesLimited(MTL)andManipalMediaNetworkLimited(MMNL)inthe
CompanyandfuturesecuritiestobeheldinPrimacyIndustriesPrivateLimited.Additionally,theNCD'saresecuredbywayof personalguaranteeofT.GauthamPaiandcorporate
guarantees from MTL, and MMNL.
On June 17, 2025 the Company has completely repaid 2,500 18% Non-convertible Debentures (NCD) of face value Rs. 1 million each.
(iii) 15% Optionally Convertible debentures
Duringthefinancialyear2023-24,theCompanyhasissued2,00015%OptionallyConvertibleDebentures(OCD)offacevalueRs.1millioneachamountingtoRs.2,000million
repayablein4halfyearlyinstalmentsstartingfromSeptember30,2025.ThepurposeofissueoftheseOCDsistoacquirethesharesandCompulsoryConvertibleDebenturesofPrimacy
Industries Private Limited (PIPL) , working capital and other general corporate purpose.
TheseOptionallyConvertibleDebenturesaresecuredthroughanexclusivechargebywayofamortgage/hypothecationofCompany'sproperty,plantandequipmentandintellectual
properties,hypothecationofinventoriesandchargeontradereceivables,pledgeofsharesheldbyManipalTechnologiesLimited(MTL)andManipalMediaNetworkLimited(MMNL)in
thecompanyandfuturesecuritiestobeheldinPrimacyIndustriesPrivateLimited.Additionally,theOCDsaresecuredbywayofpersonalguaranteeofT.GauthamPaiandcorporate
guarantees from MTL and MMNL.
ConsideringOCDasacompoundfinancialinstrument,theliabilitycomponentisaccountedforatafairvalueofRs.1,825.80million,whiletheequitycomponentisrecordedunder'Other
Equity'atRs.140.67millionuponinitialrecognition,netoftransactioncosts.Interestontheliabilitycomponentisrecognizedasaninterestexpense,applyingtheeffectiveinterest
mTheeth doedb.enture holder had an option to convert OCD into equity shares of face value of Rs.2 each on or before the earlier of following:
a. the expiry of 18 months from the deemed date of allotment or
b. filing of draft red herring prospectus.
OnMay28,2025,2000OptionallyConvertibleDebentures(OCDs)areconvertedinto1,55,60,000equityshares.Consequenttosuchconversionexcessofliabilityoverthevalueofshares
alloted is recorded under securities premium.
389Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
21 Lease liabilities - non-current As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Lease liabilities (refer note 54) 7 02.91 6 78.14 3 13.34 1 32.07
702.91 6 78.14 3 13.34 1 32.07
22 Other non-current financial liabilities As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Purchase consideration payable (refer note 43) - - 3 ,600.00 3 ,600.00
Financial guarantee obligation (refer note 44) - - 1 8.45 -
- - 3 ,618.45 3 ,600.00
Refer related party note no. 55 for further disclosures.
23 Non-current provisions As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Provision for leave encashment 23.12 1 7.92 7 .93 5 .19
23.12 1 7.92 7 .93 5 .19
24 Current borrowings As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Secured
Loans repayable on demand (banks) (refer note below) - - - 3 71.54
Current maturities of term loans (banks) 0 .39 - - 5 3.07
Current maturities of debentures
(i) Non-convertible debentures - 6 24.38 1 78.63 1 27.26
(ii) Optionally convertible debentures - 5 30.15 3 2.32 -
0.39 1 ,154.53 2 10.95 5 51.87
Note :
Loansrepayableondemand(banks)arecashcreditfacilityavailedfromvariousbankscarryinganinterestraterangingfrom8.50%to11%securedbywayofhypothecationofallcurrent
assets including inventory, trade receivables and personal guarntee by T. Gautham Pai.
25 Lease liabilities - current As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current maturities of lease liabilities (refer note 54) 2 74.87 2 38.49 1 16.03 5 2.38
274.87 2 38.49 1 16.03 5 2.38
26 Trade payables As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Total outstanding dues of micro enterprises and small enterprises (refer note 47) 2 3.00 1 9.28 2 0.23 1 4.31
Total outstanding dues of creditors other than micro enterprises and small 1,066.69 8 98.32 8 67.94 1 ,300.73
enterprises
1,089.69 9 17.60 8 88.17 1 ,315.04
390Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
Ageing of trade payables As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(i) Micro Enterprises and Small Enterprises
Not due 22.38 1 7.86 1 6.98 7 .99
Less than 1 year 0.51 1 .42 3 .25 5 .67
1-2 years - - - -
2-3 years - - - -
More than 3 years - - - -
2 2.89 1 9.28 2 0.23 1 3.66
(ii) Others
Not due 732.70 6 77.64 5 20.98 6 71.62
Less than 1 year 258.63 1 45.60 2 72.00 5 22.53
1-2 years 0.21 0 .08 4 .50 3 8.83
2-3 years 0.06 3 .86 3 8.46 3 7.97
More than 3 years 75.09 7 1.14 3 2.00 2 9.78
1 ,066.69 8 98.32 8 67.94 1 ,300.73
(iii) Disputed dues - Micro Enterprises and Small Enterprises
Not due - - - -
Less than 1 year 0.11 - - 0 .65
1-2 years - - - -
2-3 years - - - -
More than 3 years - - - -
0 .11 - - 0.65
1 ,089.69 9 17.60 8 88.17 1 ,315.04
Refer related party note no. 55 for further disclosures.
27 Other current financial liabilities As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Employee benefits payable 136.05 1 61.93 1 79.36 6 7.33
Payable on purchase of property, plant and equipment 3 3.84 5 5.46 2 3.27 1 .12
Purchase consideration payable (refer note 43) - 3 ,600.00 - 5 50.00
Financial guarantee obligation (refer note 44) 3 1.61 5 5.33 1 6.60 -
Security deposits 0.50 0 .50 - -
Other payables 20.69 5 .92 5 1.87 0 .88
222.69 3 ,879.14 2 71.10 6 19.33
Refer related party note no. 55 for further disclosures.
28 Other current liabilities As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Advance from customers 52.01 4 8.94 7 7.32 9 3.88
Statutory dues payable 80.66 4 2.82 3 2.01 1 5.62
Other payables 2.37 2 .63 5 .21 4 .22
Deferred income on financial guarantee obligation (refer note 44) 4 5.60 6 0.91 2 0.30 -
Contract liability - 1 9.41 - -
180.64 1 74.71 1 34.84 1 13.72
29 Current provisions As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Provision for disputed matters (refer note (i) below) 2 29.33 2 10.00 1 80.00 1 50.00
Provision for leave encashment 2.27 1 .81 0 .94 0 .71
Provision for gratuity (refer note 51) 1 11.01 8 8.70 6 1.79 5 9.80
Provision for warranty (refer note (ii) below) 6 .95 6 .00 4 .97 2 6.39
349.56 3 06.51 2 47.70 2 36.90
391Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
(i) Provision for disputed matters
TheGroupcarriesprovisionfordisputedmatterstowardscertainclaimsagainsttheGroupnotacknowledgedasdebts.Whilsttheprovisionisconsideredasshortterminnature,theactual
outflowwithregardtosaidmattersdependsontheexhaustionofremediesavailableunderthelawbasedonvariousdevelopments.Thedetailsofthemovementofthesameisgiven
below:
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening provision 210.00 1 80.00 1 50.00 1 20.00
Created during the period / year 1 9.33 3 0.00 3 0.00 3 0.00
Closing provision 229.33 2 10.00 1 80.00 1 50.00
(ii) Provision for warranty
TheGroupcarriesprovisionforwarrantytowardspassbookprintingkiosksmachinessuppliedtocustomerswithonetotwoyearsofwarrantyperiod.However,theGroupexpectsthe
warranty expenditure to be short term in nature. The details of movement of provision is given below :
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening provision 6.00 4 .97 2 6.39 1 8.72
Created during the period / year 2 .30 9 .18 - 1 0.35
Utilised / Reversed during the period / year (1.35) (8.15) (21.42) (2.68)
Closing provision 6.95 6 .00 4 .97 2 6.39
392Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
30 Revenue from operations For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Sale of products 2,400.83 10,603.85 10,921.24 8,065.64
Sale of services 412.91 1,845.43 1,475.33 886.85
Other operating revenue 21.45 111.43 78.65 69.25
Total revenue from operations 2,835.19 12,560.71 12,475.22 9,021.74
Notes:
Refer Note 52 for additional disclosures pursuant to Ind AS 115 - Revenue from contracts with customers.
31 Other income For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Interest income (refer note below) 10.68 92.76 152.46 111.43
Gain on foreign currency transactions (net) 9.77 25.56 23.35 7.96
Profit on sale of investment 20.97 4.39 - -
Fair value gain on investment 7.47 13.74 - -
Liabilities/ provisions no longer required written back - 0.54 3.51 1.39
Other non-operating income 42.60 73.36 25.18 62.30
91.49 210.35 204.50 183.08
Interest income bifurcation :
(i) Interest income earned measured at amortised cost
Banks deposits 9.05 85.67 31.78 10.18
Inter-corporate deposits - 0.57 111.77 98.65
Lease deposits and others 1.63 5.78 4.09 2.15
(ii) Others
Refund of taxes - - 4.37 -
Others - 0.74 0.45 0.45
10.68 92.76 152.46 111.43
32 Cost of materials consumed For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening stock 778.86 797.27 933.03 246.26
Addition on account of common control business combination - - - 137.49
Add: Purchases during the period / year 1,037.97 4,258.92 5,288.95 5,556.97
1,816.83 5,056.19 6,221.98 5,940.72
Less :Closing stock 961.25 778.86 797.27 933.03
855.58 4,277.33 5,424.71 5,007.69
33 Purchase of stock-in-trade For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Purchases of materials 69.11 299.47 369.77 343.24
69.11 299.47 369.77 343.24
393Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
34 Changes in inventories of stock-in-trade and work-in progress For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening inventories
Work-in-progress 190.99 218.05 369.09 204.91
Addition on account of common control business combination (Work-in- - - - 101.46
progress)
Stock-in-trade 54.50 53.53 58.44 34.03
Addition on account of common control business combination (Stock-in-trade) - - - 0.06
Total (A) 245.49 271.58 427.53 340.46
Closing inventories
Work-in-progress 188.36 190.99 218.05 369.09
Stock-in-trade 44.11 54.50 53.53 58.44
Total (B) 232.47 245.49 271.58 427.53
Total (A-B) 13.02 26.09 155.95 ( 87.07)
35 Employee benefits expense For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Salaries, wages and bonus 248.35 882.54 840.35 571.79
Provident fund, Gratuity and other fund 29.55 92.39 53.11 52.66
Share based compensation expenses 19.05 54.65 4.08 -
Staff welfare expense 2.78 12.14 5.96 3.79
299.73 1,041.72 903.50 628.24
36 Finance costs For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Interest expense on financial liabilities measured at amortised cost:
(i) Term loan 0.01 - 21.49 26.81
(ii) Working capital loan 0.22 3.12 5.58 34.65
(iii) Debentures 308.80 991.31 124.37 21.21
Interest on lease liabilities 21.42 76.25 33.94 14.39
Bank and other charges 5.59 5.25 17.49 20.33
Other interest charges 1.47 15.24 1.15 0.95
337.51 1,091.17 204.02 118.34
37 Depreciation and amortisation expense For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment (refer note 3) 73.61 325.25 220.06 279.12
Depreciation of right-of-use asset (refer note 4) 63.41 200.89 100.39 43.58
Amortisation of intangible assets (refer note 6) 1.30 25.79 27.78 30.78
138.32 551.93 348.23 353.48
394Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
38 Other expenses For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Consumption of stores and spare parts 65.69 351.38 232.79 135.59
Rent expense 46.72 192.64 197.62 163.98
Insurance 5.24 25.73 24.30 22.20
Subscription and license fees 10.09 24.54 38.40 17.55
Labour charges 120.29 478.75 375.03 226.87
Power and fuel 32.74 120.17 96.64 87.01
Security charges 18.12 64.01 44.40 33.59
Service charges 71.29 263.54 349.37 396.00
Repairs and maintenance :
(i) Building 0.58 47.69 8.45 1.90
(ii) Machinery 17.46 86.08 52.29 36.00
(iii) Computers 6.04 30.78 16.43 12.33
(iv) Others 27.71 72.73 39.11 40.27
Freight 120.34 552.60 390.39 156.16
Travelling expenses 21.52 69.26 34.68 29.93
Sales promotion expenses 14.21 57.11 21.03 14.43
Packing expenses 6.36 28.56 55.71 40.05
Postage and telephone 4.89 21.57 12.62 5.97
Legal and professional charges 37.07 77.01 129.03 13.54
Brand and Strategic Management Service 63.03 356.86 26.92 12.44
Webhosting / Software charges 11.35 46.62 14.46 9.46
Sitting fees to directors 1.50 3.00 - 0.02
Rates and taxes 21.94 39.95 42.86 59.89
Bad debts written off - 15.06 45.77 10.30
Provision for bad and doubtful debts 7.78 ( 54.22) 24.86 ( 17.72)
Loss on sale of property, plant and equipment - 35.65 - -
Provision for warranty 0.96 1.02 ( 18.99) 10.35
Expenditure on Corporate Social Responsibility ('CSR') (refer note 57) - 22.11 7.59 4.36
Miscellaneous expenses 2.00 4.15 2.18 1.89
Payments to auditor for:
(i) Audit fees 0.98 3.85 6.00 1.00
(ii) Taxation matters - - 0.13 0.11
(iii) Other services - 0.59 - 0.05
735.90 3,038.79 2,270.07 1,525.52
39Exceptional items For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Disposal of investment (refer note below) - 1,100.00 - -
- 1,100.00 - -
DuringtheyearendedMarch31,2025,thegroupacquired10,000fullypaid-upequitysharesofPrimacyIndustriesPrivateLimited,eachwithanominalvalueofRs.100 fora
considerationofRs.1.35millionand33,990,000fullypaid-upCompulsoryConvertibleDebentures(CCDs)ofPrimacyIndustriesPrivateLimited('PIPLSecurities'),eachwitha
nominalvalueofRs.100foraconsiderationofRs.4,498.65million.TheseequitysharesandCCDs(Securities)weresoldtoManipalTechnologiesLimitedonDecember31,2024fora
totalconsiderationof5,600million.Thedifferencebetweensalevalueofinvestmentsandbookvalueisconsideredasprofitondisposalofinvestmentwhichhasbeentreatedas
exceptional item.
395Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
40 Taxes
(a) Statement of Profit or Loss
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Tax expense:
Current tax 141.88 8 12.60 5 87.65 2 14.13
Deferred tax ( 3.63) ( 90.18) ( 75.83) ( 74.72)
Tax in respect of earlier years - - - (0.75)
Income tax expense reported in the statement of profit or loss 138.25 7 22.42 5 11.82 1 38.66
(b) Other Comprehensive Income (OCI)
Taxes related to items recognised in OCI during the period / year
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Items not to be reclassified to profit or loss in subsequent periods
On remeasurement of defined benefit plans (1.98) 3.21 (3.86) (5.70)
Income tax recognised in OCI (1.98) 3 .21 (3.86) ( 5.70)
(c) Balance Sheet
Tax assets
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non-current tax assets (net) 2 2.00 2 2.00 3 2.75 7 4.06
Total tax assets 22.00 22.00 32.75 74.06
Tax liabilities
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current tax liabilities (net) 1 68.99 1 13.05 38.67 2 4.35
Total tax liabilities 168.99 113.05 38.67 24.35
(d) Deferred tax assets / (liabilities)
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Property, plant and equipment and other intangible assets 8 1.63 7 6.88 1 8.95 (22.11)
Debentures - ( 32.59) ( 54.26) -
Allowance for expected credit loss 1 1.89 9 .93 26.21 1 7.33
Provision for disputed matters 5 7.72 5 2.85 4 5.30 3 7.75
Provision for employee benefits 3 4.33 2 7.29 1 7.79 1 5.51
Deduction allowed on payment basis 3 2.08 3 8.32 3 1.94 5 .22
Other items 41.67 5 6.08 2 7.96 2 .54
Net deferred tax assets / (liabilities) 259.32 2 28.76 1 13.89 56.24
(e) Reconciliation of tax expense
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Profit before tax 477.51 3,544.56 3,003.47 1,315.38
Income tax rate 25.17% 25.17% 25.17% 25.17%
Income tax expense 120.18 892.09 755.91 331.05
Tax reconciliation
Tax effect of:
a. expenses that are not deductible in determining taxable profit 15.67 5.57 4.04 3.68
b. taxation in respect of earlier years - (38.56) - (0.75)
c. on account of retrospective application of common control business - (134.93) (247.54) (195.32)
combination as per Ind AS 103
d. Effect of different tax rate in subsidary 0.24 (0.04) - -
e. others 2.16 (1.71) (0.59) -
Tax expenses recognised in the restated statement of profit and loss 138.25 722.42 511.82 138.66
396Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
(f) Movement in temporary differences:
Deferred tax assets / (liabilities) As at Recognised in Recognised in OCI Recognised in As at
April 01, 2025 profit or loss during the period equity during the June 30, 2025
during the period period
Property, plant and equipment and other intangible assets 76.88 4.75 - - 81.63
Debentures (32.59) 7.64 - 24.95 -
Allowance for expected credit loss 9.93 1.96 - - 11.89
Provision for disputed matters 52.85 4.87 - - 57.72
Provision for employee benefits 27.29 5.06 1.98 - 34.33
Deduction allowed on payment basis 38.32 (6.24) - - 32.08
Other items 56.08 (14.41) - - 41.67
Deferred tax assets / (liabilities) 228.76 3.63 1.98 24.95 259.32
Deferred tax assets / (liabilities) As at Recognised in Recognised in OCI Recognised in As at
April 01, 2024 profit or loss during the year equity during the March 31, 2025
during the year year
Property, plant and equipment and other intangible assets 18.95 57.93 - - 76.88
Debentures (54.26) 21.67 - ( 32.59)
Allowance for expected credit loss 26.21 (16.28) - - 9.93
Provision for disputed matters 45.30 7.55 - - 52.85
Provision for employee benefits 17.79 12.71 ( 3.21) - 27.29
Deduction allowed on payment basis 31.94 6.38 - - 38.32
Other items 27.96 0.22 - 27.90 56.08
Deferred tax assets / (liabilities) 113.89 90.18 (3.21) 27.90 228.76
Deferred tax assets / (liabilities) As at Recognised in Recognised in OCI Recognised in As at
April 01, 2023 profit or loss during the year equity during the March 31, 2024
during the year year
Property, plant and equipment and other intangible assets (22.11) 41.06 - - 18.95
Debentures - (18.26) - ( 36.00) ( 54.26)
Allowance for expected credit loss 17.33 8.88 - - 26.21
Provision for disputed matters 37.75 7.55 - - 45.30
Provision for employee benefits 15.51 (1.58) 3.86 - 17.79
Deduction allowed on payment basis 5.22 26.72 - - 31.94
Other items 2.54 11.46 - 13.96 27.96
Deferred tax assets / (liabilities) 56.24 75.83 3.86 (22.04) 113.89
Deferred tax assets / (liabilities) As at Recognised in Recognised in OCI Recognised in As at
April 01, 2022 profit or loss during the year equity during the March 31, 2023
during the year year
Property, plant and equipment and other intangible assets (86.10) 63.99 - - ( 22.11)
Debentures - - - - -
Allowance for expected credit loss 21.78 (4.45) - - 17.33
Provision for disputed matters 30.20 7.55 - - 37.75
Provision for employee benefits 5.25 4.56 5.70 - 15.51
Deduction allowed on payment basis 2.60 2.62 - - 5.22
Other items 2.09 0.45 - - 2.54
Deferred tax assets / (liabilities) (24.18) 74.72 5.70 - 56.24
397Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
41 Earnings per share (EPS)
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Profits attributable to equity shareholders
Profit for the period / year (in Rs. Million) 339.26 2,822.14 2,491.65 1,176.72
Basic earnings per share
Weighted average number of equity shares outstanding during the period / year 21,24,47,637 20,68,05,000 20,68,05,000 20,68,05,000
Basic EPS (Rs.) 1.60 13.65 12.05 5.69
Diluted earnings per share
Profit for the period / year (in Rs. Million) 339.26 2,822.14 2,491.65 1,176.72
Weighted average number of equity shares outstanding during the period / year 21,64,15,353 21,03,74,012 20,70,96,555 20,68,05,000
Diluted EPS (Rs.) 1.57 13.41 12.03 5.69
Face value per share in Rs. 2.00 2.00 2.00 2.00
Notes:
(i)PursuanttoresolutionspassedbytheBoardofDirectorsandtheShareholdersintheirrespectivemeetingheldinMay2024,thefacevalueoftheequitysharesoftheCompanywas
sub-dividedfromRs.10eachtoRs.2each.IncompliancewithIndAS-33,Earningspershare,thedisclosureofbasicanddilutedearningspershareforalltheperiod/yearspresented
has been arrived at after giving effect to the above sub-division.
(ii)DilutedEPShasbeencalculatedafterconsideringtheimpactofEmployeeStockOptionPlan(ESOP).Thisincludesthepotentialdilutioneffectofoutstandingstockoptionsgranted
to employees.
(iii)TheimpactonaccountofOptionallyConvertibleDebenturefordilutedEPSisanti-dilutiveinnatureforthe yearendedMarch31,2025andfortheyearendedMarch31,2024and
hencenotconsidered.Theoptionallyconvertibledebentures(OCDs)hasbeenconvertedintoequityshareson May28,2025.OnconversionofOCDtoequityshares,weightedaverage
number of equity shares is considered for calculating the basic EPS.
(iv)ThebasicanddilutedEPSfortheperiodendedJune30,2025havebeencomputedbasedonthenetprofitattributabletoequityshareholdersforthesaidperiod.TheseEPSfigures
are not annualised.
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398Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
42 Employee Stock Option Scheme
MCT Employee Stock Option Plan 2024
TheMCTEmployeeStockOptionPlan2024('Plan'/'ESOP2024')wasapprovedbytheBoardofDirectorsinthemeetingheldonMarch14,2024andbythemembersinthe
ExtraOrdinaryGeneralMeetingheldonMarch15,2024.Theplanisdesignedtoprovideincentivestotheeligibleemployees.ThePlanisadministeredbyNominationand
Remuneration committee.
ParticipationintheplanisattheBoard’sdiscretionandnoindividualhasacontractualrighttoparticipateintheplanortoreceiveanyguaranteedbenefits.Themaximum
numberofoptionsavailableforgrantundertheplanwas21,76,895.PursuanttotheresolutionspassedbytheBoardofDirectorsandShareholdersintheirmeetingsheldon
May13,2024,andMay15,2024,respectively,thefacevalueoftheCompany'sequityshareswassub-dividedfromRs.10eachtoRs.2each.Consequentlythemaximum
number of options available for grant under the plan stands at 1,08,84,475.
The options granted shall vest in a graded mannerbetween completion of 1 year up to 4 years of service fromthe grant date, unlessspecific detailsare laid out bythe
administrator. Once vested, the options remain exercisable for a period of 5 years. When exercised, each option is convertible into one equity share.
Reconciliation of employee stock options :
Particulars For the p eriod ended J une 30, 2025
No. of options Weighted average
exercise price
Options outstanding at the beginning of the period 6 5,70,000 2.00
Granted during the period - -
Forfeited / surrendered during the period - -
Exercised during the period - -
Options outstanding at the end of period 6 5,70,000 2.00
Options exercisable at the end of the period 1 9,71,000 2.00
Weighted average remaining contractual life 6.01 years
Particulars For the y ear ended March 31, 2025
No. of options Weighted average
exercise price
Options outstanding at the beginning of the year 8 0,29,360 2.00
Granted during the year - -
Forfeited / surrendered during the year (14,59,360) 2.00
Exercised during the year - -
Options outstanding at the end of year 65,70,000 2.00
Options exercisable at the end of the year 1 9,71,000 2.00
Weighted average remaining contractual life 6.26 years
Particulars For the y ear ended March 31, 2024
No. of options Weighted average
exercise price
Options outstanding at the beginning of the year - -
Granted during the year 80,29,360 2.00
Forfeited / surrendered during the year - -
Exercised during the year - -
Options outstanding at the end of year 80,29,360 2.00
Options exercisable at the end of the year - -
Weighted average remaining contractual life 7.26 years
Weighted average share price disclosure is not applicable since share options are not exercised during the period / year.
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399Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
The fair value are estimated using the Black-Scholes Model. The following table list the inputs to the models used for Company's ESOP plans:
Particulars For the year ended
March 31, 2024
Exercise Price (Rs.) 2.00
Share price at the grant date (Rs.) 27.80
Weighted average fair value of options granted (Rs.) 25.42
Expected life of the option (years) 4.80
Risk free interest rate (%) 6.98%
Expected volatility (%) 17.94%
Dividend yield (%) 0.72%
TheeligibleemployeesoftheCompanyreceivesremunerationintheformofshare-basedpaymentsinconsiderationoftheservicesrendered.Undertheequitysettledshare
basedpayment,thefairvalueonthegrantdateoftheawardgiventoemployeesisrecognisedas‘employeebenefitexpenses’withacorrespondingincreaseinequityoverthe
vestingperiod.ThefairvalueoftheoptionsatthegrantdateiscalculatedbyanindependentvaluerbasisBlackScholesmodel.Attheendofeachreportingperiod,apartfrom
the non-market vesting conditions, the expense is reviewed and adjusted to reflect changes to the level of options expected to vest.
TheGrouphasrecordedanemployeecompensationcostrelatingtoshare-basedpaymentexpenseofRs.19.05million(yearendedMarch31,2025:Rs.54.65million;year
endedMarch31,2024:Rs.4.08million;yearendedMarch31,2023:Nil)intheStatementofProfitandLoss.Thesharebasedpaymentexpenditureincurredonbehalfof
Manipal Technologies Limited ( holding company) is shown as receivable from the holding company.
InaccordancewiththeresolutionsapprovedbytheBoardofDirectorsandtheShareholdersintheirrespectivemeetingsheldinMay2024,thefacevalueoftheCompany's
equity shares was sub-divided from Rs.10 per share to Rs.2 per share. Accordingly, all disclosures pertaining to the Employee Stock Option Plan (ESOP) for the years
presented have been restated to reflect the impact of this sub-division.
TheabovedisclosureshavebeengivenconsideringtheimpactofsharesplitwhichispursuanttotheresolutionspassedbytheBoardofDirectorsandShareholdersintheir
meetings held on May 13, 2024, and May 15, 2024, respectively, the face value of the Company's equity shares was sub-divided from Rs.10 each to Rs.2 each.
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400Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
43 Common control business combination
a) VDP Divison Business
Duringthefinancialyear2023-24,theGrouphasacquiredtheVDPDivisonBusinessfromManipalTechnologiesLimited(MTL)i.e.HoldingCompanyinatransactionqualifyingas
acommoncontrolbusinesscombinationinaccordancewithIndAS103BusinessCombinations.ThisacquisitionwasaimedatenhancingoperationalsynergieswithintheGroup.The
purchaseconsiderationforthistransactionwassettledatRs.550.00million.Thistransactionhasbeenaccountedforusingthepoolingofinterestsmethod,whichinvolvesrecognizing
the acquired assets and liabilities at their carrying amounts as per carved out financial statements of the acquired division from MTL. The financial statements, including
comparatives,havebeenrestatedasiftheacquisitionoccurredatthebeginningoftheprecedingperiodsi.e.April1,2022.Thedifferencebetweenthepurchaseconsiderationandthe
carrying amount of the net assets acquired has been recorded in Capital Reserve (Amalgamation Adjustment Deficit Account).
VDP Division - The details of the acquired assets and liabilities and the calculation of Capital Reserve (Amalgamation Adjustment Deficit Account) is stated in the below
table:
Rs. in Millions
Particulars As at April 1,
2022
Property, plant and equipment 263.07
Right-of-use assets 56.87
Capital work-in-progress 0.43
Other intangible assets 0.78
Financial assets 10.44
Deferred tax assets (Net) 9.25
Total non-current assets 3 40.84
Inventories 165.07
Financial assets 56.16
Other current assets 13.82
Total current assets 2 35.05
Total assets (A) 5 75.89
Financial liabilities 38.68
Provisions 1.10
Total non-current liabilities 3 9.78
Financial liabilities 217.57
Other current liabilities 8.13
Provisions 12.32
Total current liabilities 2 38.02
Total liabilities (B) 2 77.80
Reserves & Surplus (C) = (A) - (B) 2 98.09
Purchase consideration payable to Manipal Technologies Limited(D) 5 50.00
Amalgamation Adjustment Deficit Account (C) - (D) ( 251.91)
b) Revenue Assurance Business (RA Divison Business)
OnApril01,2025,theGrouphasacquiredtheRADivisonBusinessfromManipalTechnologiesLimited(MTL)i.e.HoldingCompanyinatransactionqualifyingasacommon
controlbusinesscombinationinaccordancewithIndAS103BusinessCombinations.ThisacquisitionwasaimedatenhancingoperationalsynergieswithintheGroup.Thepurchase
considerationforthistransactionwassettledatRs.3,600.00million.Thistransactionhasbeenaccountedforusingthepoolingofinterestsmethod,whichinvolvesrecognizingthe
acquiredassetsandliabilitiesattheircarryingamountsaspercarvedoutfinancialstatementsoftheacquireddivisionfromMTL.Thefinancialstatements,includingcomparatives,
havebeenrestatedasiftheacquisitionoccurredatthebeginningoftheprecedingperiodsi.e.April1,2022.Thedifferencebetweenthepurchaseconsiderationandthecarrying
amount of the net assets acquired has been recorded in Capital Reserve (Amalgamation Adjustment Deficit Account).
401Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
RA Divison Business - The details of the acquired assets and liabilities and the calculation of Capital Reserve (Amalgamation Adjustment Deficit Account) is stated in the
below table:
Rs. in Millions
Particulars As at April 1,
2022
Property, plant and equipment 558.01
Right-of-use assets 11.21
Capital work-in-progress 2.50
Other intangible assets 103.25
Financial assets 7.59
Total non-current assets 6 82.56
Inventories 116.53
Financial assets 174.36
Other current assets 14.31
Total current assets 3 05.20
Total assets (A) 9 87.76
Financial liabilities 10.03
Deferred tax liabilities (Net) 30.29
Provisions 0.09
Total non-current liabilities 4 0.41
Financial liabilities 229.68
Other current liabilities 10.54
Provisions 9.61
Total current liabilities 2 49.83
Total liabilities (B) 2 90.24
Reserves & Surplus (C) = (A) - (B) 6 97.52
Purchase consideration payable to Manipal Technologies Limited(D) 3 ,600.00
Amalgamation Adjustment Deficit Account (C) - (D) ( 2,902.48)
c) Other Notes
(i) The impact of eliminations on account of common control business combination as on April 01, 2022 net of tax amounts to Rs. 2.23 million is adjusted in retained earnings.
(ii)AnamountofRs.693.62million,680.26million,566.41millionrepresentingthenetmovementofassetsandliabilitiesofVDPandRAdivisionforthefinancialyearended
March 31, 2025, March 31, 2024 and March 31, 2023 respectively has been adjusted in retained earnings.
44 Financial guarantee obligation
During the financial year 2023-24, the Group had issued corporate financial guarantee to lenders on behalf of Manipal Media Network Limited (Ultimate Holding Company)
amountingtoRs.5550.00million.Financialguaranteecontractsarerecognisedasafinancialliabilityatthetimeofissueofguarantee.Sincetheguaranteeinrelationtoloansof
UltimateHoldingCompanyisprovidedfornocompensation,thefairvalueisrecognisedthroughretainedearnings.Accordingly,thefinancialguaranteeliabilityisrecognisedin
retainedearnings(netoftaxes)amountingtoRs.41.53millionfortheyearendedMarch31,2024.However,onaccountofchangeintermsofguaranteecommission theadditional
financial guarantee liability is recognised in retained earnings (net of taxes) amounting to Rs. 83.10 million for the year ended March 31, 2025.
Further,duringtheperiodendedJune30,2025,ManipalMediaNetworkLimitedpartiallyrepaidtheborrowing.Onre-measurementofthefinancialguarantee,theresultinggainhas
beenrecognisedintheStatementofProfitandLoss.ThebalancefinancialguaranteeliabilitywillbeamortisedandunwoundovertheperiodoftheguaranteethroughtheStatement
of Profit and Loss.
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402Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
45 Contingent liabilities and contingent assets
(a) Commitments
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Estimated amount of contracts remaining to be executed on capital account and not 374.19 258.13 135.01 7.11
provided for
(b) Contingent liabilities
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
i. Claims against the Group not acknowledged as debt
Taxation
Central excise ( Paid under protest : As at June 30, 2025 : Rs. 60.35 million ; As at 1,348.63 1,348.63 1,348.63 1,348.63
March 31, 2025 : Rs. 60.35 million ; March 31, 2024 : Rs. 60.35 million ; March
31, 2023 : Rs. 60.35 million) (refer note 1)
VAT & CST ( Paid under protest : As at June 30, 2025 : Rs. 0.94 million ; As at 31 0.94 0.94 4.46 21.67
March 2025: Rs. 0.94 million ; As at March 31, 2024 : Rs. 2.00 million ; March
31, 2023 : Rs. 7.16 million ) (refer note 2)
Customs duty ( Paid under protest : As at June 30, 2025 : Rs. 4.50 million ; As at 51.48 51.48 49.02 49.02
31 March 2025: Rs. 4.50 million ; As at March 31, 2024 : Rs. 2.04 million ; March
31, 2023 : Rs. 2.04 million ) (refer note 3)
GST ( Paid under protest : As at June 30, 2025 : Rs. 0.82 million ; As at 31 March 8.43 0.32 0.32 -
2025 : 0.01 million; As at March 31, 2024 : Nil ; March 31, 2023 : Nil ) (refer
note 4)
ii. Guarantee
Letter of credit 56.64 77.90 41.33 156.34
Bank guarantee 753.68 580.62 558.20 516.73
Corporate guarantee (refer note 5) 3,418.73 5,550.00 5,550.00 -
Notes
1Central excise
TheGroupisinvolvedinmultipledisputeswiththeCentralExciseandServiceTaxauthoritiesregardingtheclassificationofPVCsheets,identitycards,smartcards,andthechargeabilityof
excisedutyonpersonalizationandfulfilmentactivitiesofbankingandnon-bankingcards.ThesedisputesencompassvariousperiodsfromJuly2010toJune2017andinvolvedemandsfor
excise duties and penalties the details are as below:
a) TheGroupreceivedanorderdated18.04.2016fromtheOfficeoftheCommissionerofCentralExcise&ServiceTaxfortheperiodfromJuly2010toSeptember2014,demandingexcise
dutyofRs.14.65millionandapenaltyofRs.14.65millionduetowrongclassificationofPVCsheets,identitycards,andsmartcardsunderdifferentHSNcodes.TheGrouphaspreferredan
appealagainsttheorder,whichispendingbeforetheExcise&CustomsTribunal(CESTAT)inBangalore.TheGrouphaspaidapre-depositofRs.1.10millionasof June30,2025(March
31, 2025 - Rs. 1.10 million; March 31, 2024 - Rs. 1.10 million and as of March 31, 2023 - Rs. 1.10 million ).
b)TheGroupreceivedanorderdated23.11.2016fromtheAdditionalCommissionerofCentralExcise&ServiceTaxfortheperiodfromOctober2014toAugust2015,demandingexcise
dutyofRs.1.78millionandapenaltyofRs.0.18millionduetowrongclassificationofPVCsheetsandidentitycardsunderdifferentHSNcodes.TheGrouphaspreferredanappealagainst
theorder,whichispendingbeforetheExcise&CustomsTribunal(CESTAT)inBangalore.TheGrouphaspaidapre-depositofRs.0.33millionasof June30,2025(March31,2025-Rs.
0.33 million, as of March 31, 2024 - Rs. 0.33 million, and as of March 31, 2023 - Rs. 0.33 million ).
c)TheGroupreceivedanorderdated6thApril2018,passedbytheAdditionalCommissionerofCentralExcise,Mangalore,fortheperiodfromSeptember2015toJune2017,demanding
excisedutyofRs.7.77millionandapenaltyofRs.0.78millionduetowrongclassificationofPVCsheetsandidentitycardsunderdifferentHSNcodes.TheGrouphaspreferredanappeal
againsttheorder,whichispendingbeforetheExcise&CustomsTribunal(CESTAT)inBangalore.TheGrouphaspaidapre-depositofRs.1.42millionasof June30,2025(asofMarch31,
2025 - Rs. 1.42 million, as of March 31, 2024 - Rs. 1.42 million, and as of March 31, 2023 - Rs. 1.42 million).
d)TheGroupreceivedanorderdatedOctober29,2018,issuedbytheCommissionerofCentralExcise,Mangalore,coveringtheperiodfromthefiscalyearendingMarch31,2012,toMarch
31,2016.TheorderdemandsexcisedutyofRs.517.17millionandapenaltyofRs.517.17millionrelatedtothechargeabilityofexcisedutyonpersonalisationandfulfilmentactivitiesfor
bankingandnon-bankingcardsmanufacturedbyTheGroup.Thedepartmentassertsthatexcisedutyappliestotheseactivities,whereasTheGrouphadbeenchargingservicetaxandVAT,
respectively.TheGrouphasfiledanappealagainsttheorder,whichiscurrentlypendingbeforetheExcise&CustomsTribunal(CESTAT)inBangalore.TheGrouphasmadeapre-depositof
Rs. 38.79 million as of June 30, 2025 (Rs. 38.79 million as of March 31, 2025, Rs. 38.79 million as of March 31, 2024 and Rs. 38.79 million as of March 31, 2023).
e)TheGroupreceivedanorderdatedJanuary11,2020,issuedbytheCommissionerofCentralExcise,Mangalore,coveringtheperiodfromApril2016toJune2017.Theorderdemands
excisedutyofRs.249.53millionplusinterestandapenaltyofRs.24.96millionrelatedtothechargeabilityofexcisedutyonpersonalisationandfulfilmentactivitiesforbankingandnon-
bankingcardsmanufacturedbytheGroup.Thedepartmentcontendsthatexcisedutyappliestotheseactivities,whereastheGrouphadbeenchargingservicetaxandVAT,respectively.The
Grouphasfiledanappealagainsttheorder,whichiscurrentlypendingbeforetheExcise&CustomsTribunal(CESTAT)inBangalore.TheGrouphasmadeapre-depositofRs.18.72
million as of June 30, 2025 (Rs. 18.72 million as of March 31, 2025, Rs. 18.72 million as of March 31, 2024 and Rs. 18.72 million as of March 31, 2023).
403Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
2VAT & CST
TheGrouphasbeenissuedmultipleordersbytheSalesTaxandCommercialTaxesauthoritiesregardingtheclassificationofphotoidentitycards,treatmentoftradingsales,andrecoveryof
input tax credit under the CST Act, 1956, and KVAT Act, 2003, for various financial years from 2011-12 to 2017-18. The details are as under:
a)TheGroupreceivedanorderfromtheDeputyCommissionerofCommercialTaxes-AuditWingforthefinancialyear2013-14,demandingValueAddedTaxofRs.0.38millionunder
KVAT,2003,andRs.10.22millionunderCSTAct,1956,includinginterestandpenalty,duetothewrongclassificationofphotoidentitycardssuppliedbytheGroupundertheKVATAct.
TheGroupwaschargingVATattherateof5.5%,whereasthedepartmentidofopinionitshouldbechargedat14.5%.TheGroupappealedagainstthisdemand,andtheorderwaspassedin
favour of the Group on 31/01/2024. The Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 - Rs. 3.18 million).
b)TheGroupreceivedanorderfromtheDeputyCommissionerofCommercialTaxes-AuditWingforthefinancialyear2014-15,demandingValueAddedTaxofRs.0.78millionsunder
KVAT,2003,andRs.4.79millionunderCSTAct,1956,includinginterestandpenalty,duetothewrongclassificationofphotoidentitycardssuppliedbytheGroupundertheKVATAct.
TheGroupwaschargingVATattherateof5.5%,whereasthedepartmentisofopinionitshouldbechargedat14.5%.TheGroupappealedagainstthisdemand,andtheorderwaspassedin
favour of the Group on 31/01/2024. The Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 - Rs. 1.67 million).
c)TheGroupreceivedanorderfromtheDeputyCommissionerofCommercialTaxes-AuditWingforthefinancialyear2015-16,demandingValueAddedTaxofRs.0.39millionunder
KVAT,2003,andRs.3.13millionunderCSTAct,1956,includinginterestandpenalty,duetothewrongclassificationofphotoidentitycardssuppliedbytheGroupundertheKVATAct.
TheGroupwaschargingVATattherateof5.5%,whereasthedepartmentisofopinionitshouldbechargedat14.5%. TheGrouphasmadeapre-depositofRs.Nilasof June30,2025
(March31,2025-Rs.Nil,March31,2024-Rs.1.06million,March31,2023-Rs.1.06million).TheGrouphaspreferredanappeal againstthesaiddemandandorderwaspassedinfavour
of the Group on 29/07/2024.
d)TheGroupreceivedanorderfromtheDeputyCommissionerofCommercialTaxes-AuditWingforthefinancialyear2016-17,demandingValueAddedTaxofRs.0.81millionunderthe
CSTAct,1956,includinginterestandpenalty,duetothewrongclassificationofphotoidentitycardssuppliedbytheGroupundertheKVATAct.TheGroupwaschargingVATattherateof
5.5%,whereasthedepartmentisofopinionitshouldbechargedat14.5%.TheGroupappealedagainstthisdemand,andtheorderwaspassedinfavouroftheGroupon10/07/2023.The
Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 - Rs. 0.24 million).
e)TheGroupreceivedanorderfromtheDeputyCommissionerofCommercialTaxes-AuditWingforthefinancialyear2017-18(uptoJune2017),demandingValueAddedTaxofRs.0.22
millionundertheCSTAct,1956,includinginterestandpenalty,duetothewrongclassificationofphotoidentitycardssuppliedbytheGroupundertheKVATAct.TheGroupwascharging
VATattherateof5.5%,whereasthedepartmentisofopinionitshouldbechargedat14.5%.TheGroupappealedagainstthisdemand,andtheorderwaspassedinfavouroftheGroupon
10/07/2023. The Group has made a pre-deposit of Rs. Nil as of June 30, 2025 (March 31, 2025 - Nil, March 31, 2024 - Nil, March 31, 2023 - Rs. 0.07 million).
f)TheGroupreceivedanorderfromtheDeputyCommissionerofCommercialTaxesdemandingValueAddedTaxofRs.0.61millionfortheyear2012-13.Theaforesaidauthorityhasalso
leviedinterestofRs.0.27millionandapenaltyofRs.0.06milliontowardstherecoveryofinputtaxcreditonpurchasesfromanunregistereddealerundertheKVATActfortheyear2012-
13.TheGrouphaspreferredanappealagainsttheseorders,whichispendingbeforetheKVATTribunalinBangalore.TheGrouphasmadeapre-depositofRs.0.94millionasof June30,
2025 (March 31, 2025 - Rs. 0.94 million, March 31, 2024 - Rs. 0.94 million, March 31, 2023 - Rs. 0.94 million).
3Customs duty
The Group has received order 10th May 2019 passed by the Commissioner of Customs, Bangalore demanding Custom duty of Rs 49.02 millions including penalty towards wrong
classificationofAccountOpeningKioskandDebitCardPrintingKioskmachineunderdifferent productcode.TheGrouphaspreferredanappealagainstthesaidorderwhichispending
beforeExcise&CustomsTribunal(CESTAT),Bangalore. TheGrouphaspaidRs2.04millionpre-depositasatJune30,2025(asatMarch31,2025-Rs2.04million,asatMarch31,2024-
Rs 2.04 million and as at March 31, 2023 - Rs 2.04 million).
TheGrouphasmadethedutypaymentofRs1.55millionasatJune30,2025(asatMarch31,2025-Rs1.55million,asatMarch31,2024-NilandasatMarch31,2023-Nil)forextension
ofEPCGobligationperiodofLicenseNo0730008210.Oncompletionoftheobligation,DGFThadissuedtheclosurecertificateforthesame.BasedontheclosureletterissuedbyDGFT,
GroupapproachedCustomsdepartmenttorefundthedutyamount.ThedepartmentisoftheviewthattheamountpaidisnottobeconsideredasdutybuttobeconsideredasCompositefee
for availing the extension and hence the same is not to be refunded. The case is pending Deputy Commissioner of Customs (Refund), Bangalore.
TheGroupimportedaUVinkjetpersonalizationmachine,classifiedunderHSN84433910withBCDat7.5%,andhaspaidRs.0.91millionasatJune30,2025(asatMarch31,2025-Rs
0.91million,asatMarch31,2024-NilandasatMarch31,2023-Nil).Anappealhasbeenfiled,seekingclassificationunderHSN84719000,whichattractsNILrateofduty.Theappealis
currently pending at Commissioner Appeals, Bangalore.
4GST
TheSuperintendentCommissionerofCGST&CENTRALEXCISEhasdemandedGSTofRs.0.29millions towardsInputCreditMismatchbetweentheGSTreturnsandGSTportalsin
Year2018-19.TheaforesaidauthorityhasalsoleviedpenaltyofRs.0.03millions.TheissueisrelatedtoExcessavailmentofITCinGSTR-3BvsGSTR-2A.TheGrouphaspreferredan
appealagainstthesaidorderswhichispendingbeforeSuperintendentofCentralTax.TheGrouphaspaidapre-depositofRs.0.01millionasofJune30,2025(March31,2025-Rs.0.01
million ; March 31, 2024 - Nil ; March 31, 2023 - Nil ).
The Assistant Commissioner of CGST, Udupi has passed Order demanding GST of Rs 8.11 millions towards supply of ATM/Debit and Credit cards considering manufacturing,
personalisationandsupplyofstationeryitemsasCompositesupplyandGSTtobepaidat18%onthesame.TheCompanyhasfiledtheappealbeforeCommissionerAppeals(Belagavi)
against the said Order in April 2025. The Company has paid a pre-deposit of Rs 0.81 million as of June 30,2025 (March 31, 2025 - Nil ; March 31, 2024 - Nil ; March 31, 2023 - Nil).
5TheGrouphasissuedaguaranteefordebenturesissuedbytheultimateholdingcompany,M/sManipalMediaNetworkLimited,foranamountofRs3418.73millionasofJune30,2025
(March 31, 2025 - Rs 5550 million ; March 31, 2024 - Rs 5550 million ; March 31, 2023 - Nil).
46 Disclosures pertaining to pending litigations
TheGroupdoesnothaveanyotherpendinglitigationswhichwouldimpactitsfinancialpositionexceptasstatedinNote45(b).TheGroupisoftheopinionthatthesamewillnothaveany
adverse effect on the financial position of the Group.
404Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
47 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Principal amount remaining unpaid to any supplier as at the end of the period / year
(i) Trade payables 23.00 19.28 20.23 14.31
(ii) Capital creditors 0.98 1.25 - -
Interest due thereon remaining unpaid to any supplier as at the end of the period / year
(i) Trade payables - - -
(ii) Capital creditors - - - -
The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and - - - -
Medium Enterprises Development Act 2006
The amount of payment made to micro and small supplier beyond the appointed day during - - - -
each accounting period / year .
The amount of interest due and payable for period of delay in making payment (which have - - - -
been paid but beyond the appointed day during the year) but without adding the interest
specified under MSMED Act 2006.
The amount of interest accrued and remaining unpaid at the end of the accounting period / - - - -
year .
The amount of further interest remaining due and payable even in the succeeding year, until - - - -
such date when the interest dues as above are actually paid to the small enterprises for the
purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act,
2006.
The above disclosures are provided by the Group based on the information available with the Group in respect of the registration status of its vendors/ suppliers.
[This space has been intentionally left blank]
405Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
48 Financial risk management
The Company’s Board ofDirectors has overall responsibilityforestablishment and oversight ofthe Group’s riskmanagement framework.TheBoardofDirectorsis responsiblefor
developing and monitoring Group’s risk management policies. The Board regularly meets to decide its risk management activities.
TheGroup'sriskmanagementpoliciesareestablishedtoidentifyandanalysetherisksfacedbytheGroup,tosetappropriaterisklimitsandcontrolstomonitorrisksandadherencetolimits.
RiskmanagementpoliciesandsystemsarereviewedregularlytoreflectchangesinmarketconditionsandtheGroup’sactivities.TheGroup’smanagementmonitorscompliancewiththe
Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
The Group has exposure to the following risks arising from financial instruments:
- credit risk - see note (a) below
- liquidity risk - see note (b) below
- market risk - see note (c) below
(a) Credit risk
CreditriskistheriskoffinanciallosstotheGroupifacustomerorcounterpartytoafinancialinstrumentfailstomeetitscontractualobligations,andarisesprincipallyfromtheGroup's
receivables from customers.
TheGroup’sexposuretocreditriskisinfluencedmainlybytheindividualcharacteristicsofeachcustomer.However,managementalsoconsidersthefactorsthatmayinfluencethecredit
risk of its customer base, including the default risk associated with the industry and country in which customers operate.
Creditriskismanagedthroughcreditapprovals,establishingcreditlimitsandcontinuouslymonitoringthecreditworthinessofcustomerstowhichtheGroupgrantscredittermsinthe
normalcourseofbusiness.OnaccountofadoptionofIndAS109,TheGroupusesexpectedcreditlossmodeltoassessimpairmentlossorgain.TheGroupusesamatrixtocomputethe
expected credit loss allowance for trade receivables. The provision matrix takes intoaccount availableexternal and internal credit risk factors and Group's historical experiencefor
customers.
(i) The movement in the allowance for expected credit loss for trade receivables is as follows:
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance as at the beginning of the period / year 37.06 91.29 68.83 86.54
Allowance for loss created (net of reversal) during the 7.78 ( 54.23) 22.46 ( 17.71)
period / year
Balance as at the end of the period / year 44.84 37.06 91.29 68.83
(ii) Credit risk on cash and cash equivalents is limited as the Group generally invests in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating
agencies.
(b) Liquidity risk
LiquidityriskistheriskthattheGroupwillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashoranotherfinancialasset.
TheGroup’sapproachtomanagingliquidityistoensure,thatitwillhavesufficientliquiditytomeetitsliabilitieswhentheyaredue,underbothnormalandstressedconditions,without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group's treasury department is responsible for liquidity and funding. In addition policies and procedures relating to such risks are overseen by the management.
The Group's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from the operations.
The following is the Group's exposure to financial liabilities based on the contractual maturity as at the reporting date. These amounts are gross (undiscounted) including
estimated interest payments :
Particulars As at June 30, 2025
Carrying value Less than 1 year 1 to 5 years 5 years and above Total
Borrowings 2.20 0 .39 2 .35 - 2.74
Trade payables 1,089.69 1,089.69 - - 1,089.69
Lease liabilities 977.78 3 58.44 7 05.11 132.77 1,196.32
Other liabilities 222.69 222.69 - - 222.69
Particulars As at March 31, 2025
Carrying value Less than 1 year 1 to 5 years 5 years and above Total
Borrowings 4,728.66 1 ,896.52 4,664.02 - 6,560.54
Trade payables 917.60 889.37 - - 889.37
Lease liabilities 916.63 3 18.15 6 76.91 151.88 1,146.94
Other liabilities 3,879.14 3 ,907.37 - - 3,907.37
406Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
Particulars As at March 31, 2024
Carrying value Less than 1 year 1 to 5 years 5 years and above Total
Borrowings 4,494.74 6 53.38 6,504.62 - 7,158.00
Trade payables 888.17 888.17 - - 888.17
Lease liabilities 429.37 1 55.33 3 59.15 9.02 523.50
Other liabilities 3,889.55 2 71.10 3,618.45 - 3,889.55
Particulars As at March 31, 2023
Carrying value Less than 1 year 1 to 5 years 5 years and above Total
Borrowings 966.21 8 97.83 137.30 - 1,035.13
Trade payables 1,315.04 1,315.04 - - 1,315.04
Lease liabilities 184.45 69.89 1 71.06 9.60 250.55
Other liabilities 4,219.33 6 19.33 3,600.00 - 4,219.33
(c) Market risk
Marketriskistheriskoflossinfutureearningsthatmayresultfromachangeinthevalueofafinancialinstrument.Thevalueofafinancialinstrumentmaychangeasaresultofchangesin
interestrates,foreigncurrencyratesorothermarketchanges.TheGroupmanagesthemarketriskthroughatreasurydepartment,whichevaluatesandexercisesindependentcontroloverthe
entire process of market risk management.
(1) Foreign currency risk :
Foreigncurrencyriskistheriskthatfairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinforeignexchangerate.Companytransactsbusinessinits
functionalcurrencyIndianRupees(Rs.)andinotherforeigncurrencies.TheGroup’sexposuretotheriskofchangesinforeignexchangeratesrelatesprimarilytotheGroup’soperating
activities, where revenue or expense is denominated in a foreign currency.
The Group has foreign currency exposure as follows :
(i) Financial assets
Financial assets As at June 30, 2025 As at March 31, 2025
Foreign currency Equivalent amount in Foreign currency Equivalent amount in
rupees rupees
Trade receivables
USD 1.63 140.07 1 .38 1 18.01
EUR 0.13 12.93 0 .13 1 1.86
153.00 129.87
Financial assets As at March 31, 2024 As at March 31, 2023
Foreign currency Equivalent amount in Foreign currency Equivalent amount in
rupees rupees
Trade receivables
USD 0.13 10.51 0.09 7.52
10.51 7.52
(ii) Financial liabilities
Financial liabilities As at June 30, 2025 As at March 31, 2025
Foreign currency Equivalent amount in Foreign currency Equivalent amount in
rupees rupees
Trade payable
USD 6.12 524.51 5.65 484.20
GBP 0.13 14.82 0.06 6.94
EUR 0.19 18.94 0.12 11.26
558.27 502.40
Financial liabilities As at March 31, 2024 As at March 31, 2023
Foreign currency Equivalent amount in Foreign currency Equivalent amount in
rupees rupees
Trade payable
USD 2.78 231.86 3.96 324.88
GBP 0.05 4.98 0.04 3.64
EUR 0.05 4.08 0.00 0.41
240.92 328.93
407Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
(iii) Currency wise net exposure (Financial assets - Financial liabilities)
Currency wise net exposure (assets - liabilities) As at June 30, 2025 As at March 31, 2025
Foreign currency Equivalent amount in Foreign currency Equivalent amount in
rupees rupees
USD (4.49) ( 384.44) (4.27) ( 366.19)
GBP (0.13) ( 14.82) (0.06) (6.94)
EUR (0.06) (6.01) 0.01 0.60
Total ( 405.27) ( 372.53)
Currency wise net exposure (assets - liabilities) As at March 31, 2024 As at March 31, 2023
Foreign currency Equivalent amount in Foreign currency Equivalent amount in
rupees rupees
USD (2.65) ( 221.35) (3.87) ( 317.36)
GBP (0.05) (4.98) (0.04) (3.64)
EUR (0.05) (4.08) (0.00) (0.41)
Total ( 230.41) ( 321.41)
(iv) Sensitivity analysis
Currency Impact on profit/equity (1% strengthening)
As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
USD (3.84) (3.66) (2.21) (3.17)
GBP (0.15) (0.07) (0.05) (0.04)
EUR (0.06) 0.01 (0.04) -
Total (4.05) (3.72) (2.30) (3.21)
Currency Impact on profit/equity (1% weakening)
As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
USD 3.84 3.66 2.21 3.17
GBP 0.15 0.07 0.05 0.04
EUR 0.06 (0.01) 0.04 -
Total 4.05 3.72 2.30 3.21
(2) Interest rate risk:
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.TheGroup’sexposuretotheriskof
changes in market interest rates relates primarily to the Group’s debt obligations with floating interest rates.
The exposure of the borrowings (long term and short term ) to interest rate changes at the end of the reporting period are as follows:
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Floating rate borrowings - - - 637.43
Fixed rate borrowings* 2.20 4,500.00 4,633.64 328.78
*The amounts are undiscounted and excluding impact of equity component of compound financial instruments i.e. Optionally Convertible Debenture
Interest rate sensitivity for floating rate borrowings
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
25 bps increase - decrease in profit - - - 1.59
25 bps decrease - increase in profit - - - 1.59
49 Capital management
ThecapitalstructureoftheGroupconsistsofnetdebt(borrowingsoffsetbycashandbankbalances)andtotalequityoftheGroup.TheGroupmanagesitscapitaltoensurethattheGroup
willbeabletocontinueasgoingconcernwhilemaximisingthereturntostakeholdersthrough anoptimummixofdebtand equitywithin theoverall capitalstructure.TheGroup’s
managementreviewsit’scapitalstructureconsideringthecostofcapital,therisksassociatedwitheachclassofcapitalandtheneedtomaintainadequateliquiditytomeetitsfinancial
obligations when they become due.
408Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
50 Fair value measurements
(a) Categories of financial instruments -
Particulars As at June 30, 2025 As at March 31, 2025
FVTPL FVTPL
Carrying amount FVTOCI Amortised cost Carrying amount FVTOCI Amortised cost
(Level 1) (Level 1)
Financial assets
Trade receivables 1,905.86 - - 1,905.86 1,390.66 - - 1,390.66
Cash and cash equivalents 216.69 - - 216.69 300.84 - - 300.84
Other bank balances 494.12 - - 494.12 551.98 - - 551.98
Investments (refer note below) 1,177.30 1,176.90 0.40 - 1,719.14 1718.74 0.40 -
Other financial assets 348.53 - - 348.53 5,966.99 - - 5,966.99
Total financial assets 4,142.50 1,176.90 0.40 2,965.20 9,929.61 1,718.74 0.40 8,210.47
Financial liabilities
Borrowings 2.20 - - 2.20 4,728.66 - - 4,728.66
Trade payables 1,089.69 - - 1,089.69 917.60 - - 917.60
Lease liabilities 977.78 - - 977.78 916.63 - - 916.63
Other financial liabilities 222.69 - - 222.69 3,879.14 - - 3,879.14
Total financial liabilities 2,292.36 - - 2,292.36 10,442.03 - - 10,442.03
Particulars As at March 31, 2024 As at March 31, 2023
FVTPL FVTPL
Carrying amount FVTOCI Amortised cost Carrying amount FVTOCI Amortised cost
(Level 1) (Level 1)
Financial assets
Trade receivables 1,192.40 - - 1,192.40 1,525.61 - - 1,525.61
Cash and cash equivalents 5,046.32 - - 5,046.32 49.26 - - 49.26
Other bank balances 390.31 - - 390.31 122.30 - - 122.30
Investments (refer note below) 0.40 - 0.40 - 0.40 - 0.40 -
Loans 1,001.14 - - 1,001.14 1,040.54 - - 1,040.54
Other financial assets 299.43 - - 299.43 277.13 - - 277.13
Total financial assets 7,930.00 - 0.40 7,929.60 3,015.24 - 0.40 3,014.84
Financial liabilities
Borrowings 4,494.74 - - 4,494.74 966.21 - - 966.21
Trade payables 888.17 - - 888.17 1,315.04 - - 1,315.04
Lease liabilities 429.37 - - 429.37 184.45 - - 184.45
Other financial liabilities 3,889.55 - - 3,889.55 4,219.33 - - 4,219.33
Total financial liabilities 9,701.83 - - 9,701.83 6,685.03 - - 6,685.03
Fair value hierarchy:
AsperIndAS107FinancialInstruments:Disclosures,fairvaluedisclosuresarenotrequiredwhenthecarryingamountsreasonablyapproximatethefairvalue.Asillustratedabove,allfinancialinstrumentsoftheGroupwhicharecarriedatamortizedcost
approximates the fair value.
InvestmentsclassifiedasFVTOCIcompriseofinvestmentinCleanWindPower(Manvi)PvtLtdwhichwasheldwithaviewtoobtainpowerforcaptiveconsumption.Aspertheshareholders'agreemententeredintobytheaforesaidcompany'sholdingcompanyM/s
Hero Wind Energy Private Limited with the Company, the aforesaid holding company is having the sole discretion to purchase shares at par i.e. at Rs.10 each from the company. Accordingly, the fair value is considered to be Rs. 10 per share.
409Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
51 Employee benefit plans
A) Defined contribution plans
During the period / year, the Group has recognized the following amounts in the Statement of Profit and Loss:
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Employers contribution to Provident fund 13.52 46.09 34.13 26.91
Employees State Insurance Corporation 1.58 6.56 6.29 5.29
Labour Welfare Fund 0.02 0.07 0.03 0.02
B)Gratuity-ThegratuityplanisgovernedbythePaymentofGratuityAct,1972underwhichanemployeewhohascompletedfiveyearsofserviceisentitledtospecificbenefits.The
level of benefits provided depends on the member’s length of service and salaryat retirement age. This fund is being maintained byLife Insurance Corporation of India. The
disclosures as required under Ind AS 19 is made below, on the basis of report obtained from an Independent Actuary.
i) Changes in the present value of the defined benefit obligation in respect of gratuity are as follows:
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present value obligation as at the beginning of the period / year 150.54 125.77 92.07 13.11
Addition due to common control business combination - - - 39.20
Interest cost 2.03 8.92 6.53 3.58
Current service cost 4.11 8.50 9.31 19.17
Acquisition cost 9.09 26.68 - -
Benefits paid (1.61) (5.48) (2.51) (2.42)
Actuarial loss/(gain) on obligations 7.09 (13.85) 20.37 19.66
Other adjustments - - - (0.23)
Present value of obligation at the end of the period / year 171.25 150.54 125.77 92.07
ii) Fair value of the plan assets
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Fair value of the plan assets at the beginning of the period / year 61.84 63.98 32.27 15.35
Addition due to common control business combination - - - 17.58
Interest income 0.78 4.44 3.19 2.30
Contribution by the employer - - 25.98 2.47
Benefits paid (1.59) (5.48) (2.51) (2.42)
Actuarial Gain/(Loss) (0.79) (1.10) 5.05 (3.01)
Fair value of the plan assets at the end of the period / year 60.24 61.84 63.98 32.27
iii) Expenses recognised in the Statement of Profit and Loss:
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current service cost (including risk premium for fully insured benefits) 4.11 8.50 9.31 19.17
Acquisitions/Divestures/Transfer 9.09 26.68 - -
Interest cost 2.03 8.92 6.53 3.58
Interest earned on plan assets (0.78) (4.44) (3.19) (2.30)
Total expense recognised in Statement of Profit and Loss 14.45 39.66 12.65 20.45
410Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
iv) Amount recognised in the Statement of Other Comprehensive Income (OCI):
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Actuarial (gain)/losses due to financial assumption changes ( 1.06) 1.67 (0.62) 12.75
Actuarial (gain)/losses due to experience 8.14 (15.52) 20.99 6.91
Actuarial loss/(gain) on assets 0.79 1.10 (5.05) 3.01
Total actuarial (gain)/loss included in OCI 7.87 (12.75) 15.32 22.67
v) Net assets/liability and actuarial experience gain/(loss) for Present Benefit Obligation (‘PBO’) and plan assets:
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Present value of funded obligation 1 71.25 1 50.54 1 25.77 92.07
Fair value of plan assets 6 0.24 61.84 63.98 32.27
Net liability (111.01) (88.70) (61.79) (59.80)
vi) Actuarial assumptions
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Discount rate (per annum) 7.10% 7.04% - 7.68% 7.23% - 7.25% 7.00% - 7.25%
Salary escalation rate - over a long-term 7.25% 7.25% 4.00% - 7.25% 4.00% - 7.25%
Mortality rate Indian assured lives Indian assured lives Indian assured lives Indian assured lives
mortality (2012-14) mortality (2012-14) mortality (2012-14) mortality (2012-14)
(Ultimate) (Ultimate) (Ultimate) (Ultimate)
Sensitivity analysis
Assumptions Defined benefit obligation
For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Delta effect of 1% increase in rate of discounting 153.63 135.28 85.82 60.68
Delta effect of 1% decrease in rate of discounting 192.30 168.81 112.64 80.71
Delta effect of 1% increase in rate of salary increment 189.68 166.91 111.51 80.12
Delta effect of 1% decrease in rate of salary increment 155.07 136.32 86.44 60.93
Delta effect of 1% increase in rate of attrition 170.40 149.81 98.43 70.06
Delta effect of 1% decrease in rate of attrition 172.22 151.40 97.68 69.57
vii) Expected contribution for the next twelve months:
Particulars June 30, 2026
Expected contribution to the plan for the next twelve months 6.11
Expected future benefit payments:
The following benefit payments, for each of the next five years and the aggregate five years thereafter, are expected to be paid:
Duration of defined benefit payments June 30, 2025
Year 1 cashflow 8.45
Year 2 cashflow 12.03
Year 3 cashflow 12.70
Year 4 cashflow 10.49
Year 5 cashflow 12.17
Year 6 to 10 cashflow 52.72
Year 11 cashflow and above 361.93
411Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
52 Revenue from contracts with customers
(a) Reconciliation of revenue recognised with the contracted price :
There are no significant differences between revenue as per contracted price and revenue recognised from contracts with customers.
(b) Disaggregate revenue information
The table below presents disaggregated revenues from contracts with customers by type of products/services .The details are given below:
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Sale of product
Cards- manufactured and traded 1,652.93 7,334.84 7,437.00 5,298.16
Cheque books, collaterals and identity cards 277.85 1,107.54 1,096.26 769.88
Tax stamps, Holograms, Thermal and RFID products 411.44 1,585.12 2,160.62 1,594.33
Others 80.07 642.37 268.76 437.26
Sale of services
Personalisation of cards 119.83 548.65 856.75 546.33
Others 293.07 1,342.19 655.83 375.78
Total 2,835.19 12,560.71 12,475.22 9,021.74
(c) Contract balances
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables 1 ,900.97 1,378.21 1,168.45 1,525.61
Unbilled revenue 4 .89 1 2.45 23.95 -
(d) Movement of unbilled revenue
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening balance 1 2.45 23.95 - -
Add : Unbilled revenue recognised at the end of the period / year 4 .89 1 2.45 23.95 -
Less : Unbilled revenue reversed during the period / year ( 12.45) (23.95) - -
Closing balance 4.89 12.45 23.95 -
[This space has been intentionally left blank]
412Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
53 Operating segment
TheGrouphasoneoperatingsegment,namely“PaymentandIdentitySolutions”andtheinformationreportedtotheChiefOperatingDecisionMaker(CODM)forthepurposesofresource
allocation and assessment of performance focuses on this operating segment. Accordingly, the amounts appearing in these Restated Financial Statements relate to this operating segment.
Information about major customers contributing more than 10% of revenue of operation are given as follows:
Particulars For the p eriod ended J une 30, 2025
Amount Percentage of the total
revenue
Customer 1 526.39 18.57%
Customer 2 372.26 13.13%
Customer 3 302.03 10.65%
Particulars For the y ear ended M arch 31, 2025
Amount Percentage of the total
revenue
Customer 1 1,461.84 11.64%
Particulars For the y ear ended M arch 31, 2024
Amount Percentage of the total
revenue
Customer 1 1,368.97 10.97%
Customer 2 1,343.00 10.77%
Particulars For the y ear ended M arch 31, 2023
Amount Percentage of the total
revenue
Customer 1 1,345.73 14.92%
The table below presents revenues from contracts with customers for the reporting period / years by geographical region. The details are given below:
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Domestic 2,725.67 12,016.42 12,299.02 8,926.59
Rest of the world 109.52 544.29 176.20 95.15
Total 2,835.19 12,560.71 12,475.22 9,021.74
Country wise details (in the cases of amounts attributable to foreign countries) not given in the above table, since the amount involved therein is not material.
[This space has been intentionally left blank]
413Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
54 Leases
Nature of leases : The Group has entered into various lease agreements in respect of building and machineries.
(a) Lease liabilities
Reconciliation of carrying amount
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Opening balance 916.63 429.37 184.45 42.55
Addition on account of common control business combination - - - 71.08
Eliminations due to common control business combination - - (21.61)
Additions 137.36 691.08 336.95 132.07
Deletion (9.60) (6.53) - -
Interest on lease liabilities 21.42 76.25 33.94 14.39
Payment of lease liabilities (88.03) (273.54) (125.97) (54.03)
Closing balance 977.78 916.63 429.37 184.45
Current 2 74.87 2 38.49 1 16.03 5 2.38
Non-current 7 02.91 6 78.14 3 13.34 1 32.07
Total lease liabilities 9 77.78 9 16.63 4 29.37 1 84.45
(b) Expenses recognised in the Statement of Profit and Loss
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of right-of-use assets
Building 19.88 70.35 38.89 31.93
Machinery 43.53 130.54 61.50 11.65
63.41 200.89 100.39 43.58
Expenses recognized in relation to leases:
Interest on lease liabilities 2 1.42 7 6.25 3 3.94 1 4.39
Short-term and low value lease 4 6.72 1 92.64 1 97.62 1 63.98
6 8.14 2 68.89 2 31.56 1 78.37
(c) Amounts recognised in the Statement of Cash Flow
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Lease payment - principal 6 6.61 1 97.29 9 2.03 3 9.64
Lease payment - interest 2 1.42 7 6.25 3 3.94 1 4.39
Total cash outflow for leases 8 8.03 2 73.54 1 25.97 5 4.03
(d) The future expected minimum lease payments under leases (undiscounted) including interest payments are as follows:
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Payable in less than one year 3 58.44 3 18.15 1 55.33 6 9.89
Payable between one and five years 7 05.11 6 76.91 3 59.15 1 71.06
Payable after five years 1 32.77 1 51.88 9 .02 9 .60
Total undiscounted lease liabilities 1,196.32 1,146.94 523.50 250.55
(e) Other notes
The weighted average incremental borrowing rate applied to lease liabilities for the period ended June 30, 2025 is 10.50% (and years ended March 31, 2025 : 10.50%; March 31, 2024 :
10.50% and March 31, 2023 : 10.50%).
414Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
55 Related party disclosures
(A) List of related parties and description of relationship:
Description of relationship Name of related party
Ultimate controlling party Tridevita Family Trust (w.e.f. April 18, 2024)
Ultimate holding company Manipal Media Network Limited (w.e.f. April 18, 2024)*
Holding company Manipal Technologies Limited
Fellow Subsidiary Manipal Business Solutions Private Limited
JKPL Utility Packaging Solutions Private Limited (Formerly known as Manipal Utility Packaging Solutions
Private Limited) (upto November 21, 2023)
Manipal Logistics Private Limited
Manipal Digital Holdings GmbH, Germany
MHL International Holdings Limited, Mauritius
Manipal International Printing Press Limited, Kenya
Manipal International Press Limited, Nigeria
Manipal Fintech Solutions Limited (Upto May 31, 2024)
Manipal Holdings Limited JAFZA
Manipal Energy & Infratech Limited (w.e.f. April 18, 2024)
Manipal Digital Network Limited (w.e.f. April 18, 2024)
Medianfabric Gmbh, Germany
Simplepay Solutions Private Limited (w.e.f September 28, 2024)
Simplepay Finance Private Limited (w.e.f September 28, 2024)
Noovocom Advantages Private Limited (w.e.f September 28, 2024)
Angularity Analytics Private Limited (w.e.f September 28, 2024)
Manipal Fintech Private Limited (Formerly known as Sahibandhu Fintech Services Private Limited)(upto June
24, 2024)
Entities over which Key Management Personnel of entity, holding Primacy Industries Private Limited
company and their relatives have control / joint control / significant Techshresta Solutions Private Limited (Upto May 14, 2024)
influence
TMG Sunidhi Foundation Trust (Upto May 14, 2024)
Compack Packaging Unit
Manipal Thomas Greg Press Private Limited
Key Management Personnel Tekkar Yashwanth Prabhu, Independent director (Upto July 7, 2022)
Felipe Palacio Bautista, Director (Upto July 13, 2023)
Padmakar Nagarmutt Nayak, Director (Upto July 15, 2023)
K Girish Kini , Chief Executive Officer (w.e.f September 20,2023) and Executive Director (w.e.f June 23,2025)
Abhay Anant Gupte, Director (w.e.f May 13, 2024)
Gopinathan Anil Shankar,Chief Financial Officer (Upto January 30,2024)
Ramanath Pai, Chief Financial Officer (w.e.f January 30, 2024)
Marachi Kongboonma, Director (Upto March 14, 2024)
Dattatri H.M , Company Secretary (w.e.f May 13, 2024)
T. Gautham Pai , Director (w.e.f May 13, 2024) **
Binod Mandal, Company Secretary (Upto May 13, 2024)
Padmaja Shailen Ruparel, Independent Director (w.e f May 13, 2024)
Ramchandra Kasargod Kamath, Independent Director (w.e.f May 13, 2024)
Prabhakara Dayananda Kamath, Director (w.e.f May 13, 2024 to November 12, 2024)
Sujir Prabhakar, Director (w.e.f February 21, 2023 to May 14, 2024)
Katapadi Govindraya Subraya Kamath, Director (upto May 14, 2024)
Roopashree, Director (Upto May 14, 2024)
Anand Kudigrama, Director (Upto July 9, 2024)
Rohan Ajila, Independent director (w.e.f July 14, 2024)
Baikadi Narahari, Director( w.e.f November 12, 2024)
Binoy Sandip Parikh, Independent director ( w.e.f June 23, 2025)
*Manipal Media Network Limited, and Manipal Technologies Limited, and certain others had filed the Composite Scheme of Amalgamation and Arrangement (Demerger) (the “Scheme”)
before the National Company Law Tribunal, Bengaluru on October 24, 2024. The same has been approved by the National Company Law Tribunal, Bengaluru by its Order dated August
29, 2025. Consequent to the Order of the National Company Law Tribunal and the Scheme being effective, Manipal Media Network Limited ceases to be ultimate holding company.
** Also Key management personnel of holding company during the fiscal years 2023 and 2024
415Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
55 Related party disclosures
(B) Disclosure of related party transactions and balances
Sr. Particulars For the For the For the For the
No. period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Disclosure of related party transactions
A1 Sale of services (Printing and other charges)
Manipal Technologies Limited 24.62 212.66 1.85 0.24
Manipal Business Solutions Private Limited - 0.02 1.02 0.94
JKPL Utility Packaging Solutions Private Limited - - - 0.01
24.62 212.68 2.87 1.19
A2 Sale of materials:
Manipal Technologies Limited 501.77 420.23 0.15 1.07
Manipal Business Solutions Private Limited - 0.12 0.63 0.81
JKPL Utility Packaging Solutions Private Limited - - 0.02 0.13
501.77 420.35 0.80 2.01
A3 Other receipts ( Reimbursement)
Manipal Technologies Limited 3.54 73.14 8.27 2.13
JKPL Utility Packaging Solutions Private Limited - - 0.61 0.91
Techshresta Solutions Private Limited - - 2.19 1.37
Primacy Industries Private Limited - - 0.01 -
Manipal Energy & Infratech Limited - 0.01 - -
Manipal Media Networks Limited - 0.00 - -
3.54 73.15 11.08 4.41
A4 Purchase of materials:
Manipal Technologies Limited 42.22 276.72 179.39 207.09
JKPL Utility Packaging Solutions Private Limited - - 29.36 46.76
Techshresta Solutions Private Limited - 164.66 393.89 1,165.29
42.22 441.38 602.64 1,419.14
A5 Purchase of scrips
Manipal Technologies Limited - - 7.06 -
Manipal Media Network Limited - - - 0.27
Primacy Industries Private Limited - - - 1.79
JKPL Utility Packaging Solutions Private Limited - - 3.28 3.05
- - 10.34 5.11
A6 Rent paid
Manipal Technologies Limited 12.62 28.84 10.02 13.22
Manipal Media Network Limited 0.01 0.60 1.29 1.01
Manipal Business Solutions Private Limited 0.05 0.34 - -
Compack Packaging Unit 0.40 2.40 1.85 1.80
Manipal Thomas Greg Press Pvt Ltd 1.01 - - -
14.09 32.18 13.16 16.03
A7 Service charges paid
Manipal Technologies Limited 65.55 205.11 240.76 199.50
Manipal Media Network Limited - - 3.26 -
Manipal Business Solutions Private Limited - 1.21 3.19 -
65.55 206.32 247.21 199.50
A8 Other expenses (Including reimbursement)
Manipal Technologies Limited 92.47 473.91 70.33 34.99
Manipal Business Solutions Private Limited 0.11 0.24 0.18 0.09
Manipal Energy & Infratech Limited - 1.02 1.39 0.28
JKPL Utility Packaging Solutions Private Limited - - 2.57 2.67
Manipal Media Network Limited 0.00 0.02 - -
Primacy Industries Private Limited - - - 0.03
Manipal Thomas Greg Press Pvt Ltd - 13.28 12.67 13.38
92.58 488.47 87.14 51.44
416Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
55 Related party disclosures
Sr. Particulars For the For the For the For the
No. period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
A9 Purchase of property, plant and equipments
Manipal Energy & Infratech Limited - 67.08 2.86 -
Manipal Technologies Limited 2.08 2.97 - -
2.08 70.05 2.86 -
A10 Investment in shares
Primacy Industries Private Limited - 1.35 - -
- 1.35 - -
A11 Investment in debentures
Primacy Industries Private Limited - 4,498.65 - -
- 4,498.65 - -
A12 Sale of investments
Manipal Technologies Limited - 5,600.00 - -
- 5 ,600.00 - -
A13 Corporate Social Responsibility (CSR) expenses
TMG Sunidhi Foundation Trust - - 7.59 4.36
- - 7.59 4.36
A14 Dividend distributed :
Manipal Technologies Limited - - 33.08 33.08
Tridevita Family Trust - - 0.01 0.01
- - 33.09 33.09
A15 Acquisition of Undertaking
Manipal Technologies Limited - - - 4,150.00
- - - 4,150.00
Key management personnel compensation (refer note (i))
Transactions during the period / year For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Short term employment benefit 1 2.09 2 3.66 2 0.19 -
Remuneration to independent directors 1.50 3.00 - 0.02
Notes:
(i) The above compensation with respect to expense towards gratuity, leave benefits disclosed on actual payouts and stock options are disclosed on exercise in the options.
(ii) Related parties and transactions have been identified by the management and relied upon by the auditors.
417Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
55 Related party disclosures
Sr. Particulars As at As at As at As at
No. June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Related party balances at the period / year end
B1 Amount receivable at the end of the period / year :
Manipal Technologies Limited 337.22 5,632.28 7.87 1.46
JKPL Utility Packaging Solutions Private Limited - - - 0.46
Manipal Business Solutions Private Limited 0.03 0.03 0.06 0.37
Manipal Energy & Infratech Limited - - 1.01 0.01
Techshresta Solutions Private Limited - - - 1.59
Manipal Media Network Limited - - 0.25 0.25
Primacy Industries Private Limited - - 0.03 0.03
337.25 5,632.31 9.22 4.17
B2 Amount payable at the end of the period / year :
Manipal Technologies Limited 235.28 52.97 197.88 364.84
JKPL Utility Packaging Solutions Private Limited - - 0.65 37.08
Manipal Energy & Infratech Limited - - 1.35 0.03
Manipal Business Solutions Private Limited 3.04 3.55 0.69 0.08
Manipal Media Network Limited 0.06 - 0.32 -
Primacy Industries Private Limited 0.14 0.14 0.27 0.28
Compack Packaging Unit - 0.22 0.22 0.16
Manipal Thomas Greg Press Pvt Ltd 11.78 11.83 3.13 14.21
250.30 68.71 204.51 416.68
B3 Security deposit receivable/(payable)
Manipal Technologies Limited (net) 0.05 - - -
Compack Packaging Unit 1.50 1.50 1.50 1.50
JKPL Utility Packaging Solutions Private Limited - - - 0.89
1.55 1.50 1.50 2.39
B4 Salary and other allowances(payable) to KMPs - 1.13 5.07 -
B5 Trade advance given
Techshresta Solutions Private Limited - - 74.70 0.06
- - 74.70 0.06
B6 Consideration payable on acquisition of business
Manipal Technologies Limited - 3,600.00 3,600.00 4,150.00
- 3,600.00 3,600.00 4,150.00
B7 Financial guarantee received
Manipal Technologies Limited - - 133.64 328.79
Manipal Media Network Limited, Manipal Technologies Limited and - 4,500.00 4,500.00 -
T.Gautham Pai
T. Gautham Pai 400.00 400.00 - -
400.00 4,900.00 4,633.64 328.79
B8 Financial guarantee given
Manipal Media Network Limited 3,418.73 5,550.00 5,550.00 -
3,418.73 5,550.00 5,550.00 -
Disclosure of related party balances eliminated during the period / year
Share Capital
Manipal Payment & Identity Solutions Nigeria Limited 34.06 5.67 - -
Investments in Subsidiary
Manipal Payment & Identity Solutions Limited 34.06 5.67 - -
Amount receivable at the end of the period
Manipal Payment & Identity Solutions Limited 0.63 - - -
Amount payable at the end of the period
Manipal Payment & Identity Solutions Nigeria Limited 0.63 - - -
Sale of materials
Manipal Payment & Identity Solutions Limited 0.63 - - -
Inventories
Manipal Payment & Identity Solutions Nigeria Limited 0.63 - - -
418Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
56 Net debt reconciliation
This section sets out an analysis of net debt and the movements in the net debt for each of the period / years presented.
Particulars As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Debentures - 4,728.66 4,494.74 328.78
Other borrowings 2.20 - - 637.43
Lease liabilities 977.78 916.63 429.37 184.45
Subtotal : 979.98 5,645.29 4,924.11 1,150.66
Less : Cash and cash equivalents 216.69 300.84 5,046.32 49.26
Net debt 763.29 5,344.45 (122.21) 1,101.40
Net debt movement
Particulars Liabilities from financing activities Cash and cash Net debt
equivalent
Debentures Other borrowings Lease liabilities
Net debt as at April 1, 2022 - - 92.02 3.73 95.75
Cash flows (net) 328.78 637.43 - (52.99) 913.22
Net Acquisitions - leases - - 132.07 - 132.07
Principal element of lease payments - - (39.64) - (39.64)
Interest expense 21.21 61.46 14.39 - 97.06
Interest paid (21.21) (61.46) (14.39) - (97.06)
Net debt as at March 31, 2023 328.78 637.43 184.45 (49.26) 1,101.40
Cash flows (net) 4,226.54 (637.43) - (4,997.06) (1,407.95)
Net Acquisitions - leases - - 336.95 - 336.95
Principal element of lease payments - - (92.03) - (92.03)
Interest expense 124.37 32.39 33.94 - 190.70
Interest paid (44.28) (32.39) (33.94) - (110.61)
Equity component of optionally convertible debenture (140.67) - - - (140.67)
Net debt as at March 31, 2024 4,494.74 - 429.37 (5,046.32) (122.21)
Cash flows (net) (133.64) - - 4,745.48 4,611.84
Net Acquisitions - leases - - 684.55 - 684.55
Principal element of lease payments - - (197.29) - (197.29)
Interest expense 991.31 3.12 76.25 - 1,070.68
Interest paid (623.75) (3.12) (76.25) - (703.12)
Net debt as at March 31, 2025 4,728.66 - 916.63 (300.84) 5,344.45
Cash flows (net) (2,500.00) 2.20 - 84.15 (2,413.65)
Net Acquisitions - leases - - 127.76 - 127.76
Principal element of lease payments - - (66.61) - (66.61)
Interest expense 308.80 0.23 21.42 - 330.45
Interest paid (261.10) (0.23) (21.42) - (282.75)
Conversion of OCD to equity shares (2,276.36) - - - (2,276.36)
Net debt as at June 30, 2025 - 2.20 977.78 (216.69) 763.29
419Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
57 Disclosure with regards to expenses incurred towards Corporate Social Responsibility as required by Section 135 of Companies Act, 2013
Particulars For the For the For the For the
period ended year ended year ended year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Amount required to be spent by the Group during the period / year 41.64 22.11 7.59 4.36
Amount of expenditure incurred relating to the period / year 22.11 7.59 4.36
Amount of expenditure in respect of the earlier years - - - -
Total amount of expenditure incurred - 22.11 7.59 4.36
Shortfall at end of the period / year Nil Nil Nil Nil
Amount to be spent in Q2, Q3 and Q4 of FY 25-26 41.64 - - -
Total of previous years' shortfall Nil Nil Nil Nil
Reason for shortfall NA NA NA NA
Nature of CSR activities Refer Note Below Refer Note Below Refer Note Below Refer Note Below
Details of related party transaction (refer note no.55) - - 7.59 4.36
Provisions with respect of contractual obligation Nil Nil Nil Nil
Note:
TheCompanyhasmadecontributionstoTMGSunidhiFoundationTrust,BharathiyaVikasTrustandAnantSevaFoundation,tofulfilitscorporatesocialresponsibilitieswhichsupports
programs in the areas of education, rural development, infrastructure facilities, healthcare, arts and culture.
58 Disclosures pursuant to section 186(4) of the Companies Act, 2013
Nature of the transaction Purpose As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
(A) Loans and advances given
Questpro Consultancy Services Private Limited Working capital and - - 1,001.14 1,040.54
Maximum balance outstanding during the period / year with interest short-term funding
June 30, 2025 : Rs. Nil (March 31, 2025 : Rs. 1,001.65 million, March
31, 2024 : Rs. 1,132.32 million, March 31, 2023 : Rs.1,146.76 million )
(B) Guarantees issued to : Towards issuance of 3,418.73 5,550.00 5,550.00 -
Manipal Media Network Limited non-convertible
debentures
(C) Investments : For purchase of 0 .40 0 .40 0 .40 0 .40
Clean Wind Power (Manvi) Pvt Ltd power
[This space has been intentionally left blank]
420Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
59 Disclosure of additional information pertaining to the Parent company and Subsidiary as per Schedule III to the Companies Act, 2013
Name of the entity Net assets (i.e. total assets minus Share in profit or (loss) Share in other comprehensive income Share in total comprehensive income
total liabilities)
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
consolidated net assets consolidated profit or consolidated other consolidated total
(loss) comprehensive other comprehensive
income income
As at June 30, 2025
A. Parent company
Manipal Payment and Identity Solutions Limited 100.11% 5,626.63 101.51% 344.39 89.65% (5.89) 101.75% 338.50
B. Subsidiary
Manipal Payment & Identity Solutions Nigeria Limited 0.50% 28.27 -1.33% (4.50) 10.35% (0.68) -1.56% (5.18)
C. Inter-company eliminations -0.62% (34.70) -0.19% (0.63) 0.00% - -0.19% (0.63)
Total 100.00% 5,620.20 100.00% 339.26 100.00% (6.57) 100.00% 332.69
As at March 31, 2025
A. Parent company
Manipal Payment and Identity Solutions Limited 100.02% 3,043.11 100.02% 2,822.63 101.33% 9.54 100.02% 2,832.17
B. Subsidiary
Manipal Payment and Identity Solutions Nigeria Limited* 0.17% 5.05 -0.02% (0.49) -1.33% (0.13) -0.02% (0.62)
C. Inter-company eliminations -0.19% (5.69) 0.00% - 0.00% - 0.00% -
Total 100.00% 3,042.47 100.00% 2,822.14 100.00% 9.41 100.00% 2,831.55
* Manipal Payment & Identity Solutions Nigeria Limited was incorporated on October 16, 2024.
Note:Duringthethree-monthperiodendedJune30,2025,theCompanyincorporatedtwosubsidiaries,namely,ManipalPaymentandIdentitySolutionsUKLimited(previouslyknownasManipalPaymentandIdentitySolutionsLimited)onApril9,2025inthe
UnitedKingdomandManipalPaymentandIdentitySolutionsInc.onMay2,2025intheUnitedStatesofAmerica.However,asonthedateofRestatedFinancialInformation,nocapitalcontributionhasbeenmadebytheCompanyineitheroftheaforesaid
subsidiaries, and such entities have not yet commenced business operations. Accordingly, since no financial information is available for these subsidiaries, no financial information pertaining to them has been included in the Restated Financial Information.
421Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
60 Additional regulatory information
a)NoproceedingshavebeeninitiatedonorarependingagainsttheGroupforholdingbenamipropertyundertheBenamiTransactions(Prohibition)Act,1988(45of1988)andRules
made thereunder for the period ended June 30, 2025 and years ended March 31, 2025; March 31, 2024 and March 31, 2023.
b)TheGrouphasnotgrantedanyloansandadvancestopromoters,directors,keymanagerialpersonnel(KMPs)andtherelatedpartieswhicharerepayableondemandorwithout
specifying any terms or period of repayment for the period ended June 30, 2025 and years ended March 31, 2025; March 31, 2024 and March 31, 2023.
c)TheGroup hasnotbeendeclaredwilfuldefaulterbyanybankorfinancialinstitutionorgovernmentoranygovernmentauthorityfortheperiodendedJune30,2025andyearsended
March 31, 2025; March 31, 2024 and March 31, 2023.
d)TheGrouphasnotenteredintoanytransactionswithcompaniesstruckoffundersection248oftheCompaniesAct,2013orsection560ofCompaniesAct,1956fortheperiod
ended June 30, 2025 and years ended March 31, 2025; March 31, 2024 and March 31, 2023.
e)TheGroupdoesnothaveanychargesorsatisfaction,whichisyettoberegisteredwithRegistrarofCompanies(ROC)beyondthestatutoryperiodfortheperiodendedJune30,2025
and years ended March 31, 2025; March 31, 2024 and March 31, 2023.
f)TheGrouphascompliedwiththenumberoflayersprescribedunderSec2(87)theCompaniesAct,2013fortheperiodendedJune30,2025andyearsendedMarch31,2025;March
31, 2024 and March 31, 2023.
g)TheGrouphasnotenteredintoanyschemeofarrangementwhichhasanaccountingimpactoncurrentorpreviousfinancialyear/periodfortheperiodendedJune30,2025andyears
ended March 31, 2025; March 31, 2024 and March 31, 2023. Refer note no. 43 for common control business combination during the year.
h)TheborrowingsobtainedbytheCompanyfrombanksandotherlendershavebeenappliedforthepurposesforwhichsuchloansweretakenforthe periodendedJune30,2025and
years ended March 31, 2025; March 31, 2024 and March 31, 2023.
i) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies) for the period ended June 30, 2025 and years ended March 31, 2025; March 31, 2024 and
March 31, 2023, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
TheGrouphasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whetherrecordedinwritingorotherwise)that
the Group shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
j)ThereisnoincomesurrenderedordisclosedasincomefortheperiodendedJune30,2025andyearsendedMarch31,2025;March31,2024andMarch31,2023inthetax
assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
k)TheGrouphasnottradedorinvestedincryptocurrencyorvirtualcurrencyfortheperiodendedJune30,2025andyearsendedMarch31,2025;March31,2024andMarch31,
2023.
l)TherearenoimmovablepropertiesthetitledeedsofwhicharenotinthenameoftheGroupfortheperiodendedJune30,2025andyearsendedMarch31,2025;March31,2024and
March 31, 2023 other than the leasehold properties.
m)TherearenomaterialdifferencesbetweenthequarterlystatementssubmittedbytheGroupwithrespectivebanksfortheperiodendedJune30,2025andyearsended March31,
2024andMarch31,2023.ForMarch31,2025,therearedifferencesbetweenthestatementsfiledbythecompanyandwiththebooks.However,thesedifferencesarenotmaterialand
the same has been reconciled and will not effect the working capital facility availed by the company. The reason for differences are:
a) on account of certain category of inventories and provision for obsolescence not considered in the statements filed with the banks
b) the provision for expected credit loss and reclassification considered for financial statement presentation, which were not included in the statement filed with the bank.
However the company has filed the revised statement with the bank matching with the books.
[This space has been intentionally left blank]
422Manipal Payment and Identity Solutions Limited
(Previously known as "MCT Cards & Technology Limited", "MCT Cards & Technology Private Limited")
CIN: U72900KA2008PLC045316
Annexure VII - Notes forming part of Restated Financial Information
(All amounts are in Indian Rupees million, unless otherwise stated)
n) Audit trail
TheCompany,fromtheeffectivedate,hascompliedwiththerequirementsrelatingtoaudittrailsforrelevantfinancialtransactionsintheimplementedSAPmodules.However,the
audittrail(editlog)featurewasnotenabledfordirectchangesmadeatthedatabasetablelevelintheaccountingsoftwareusedformaintainingthebooksofaccounts.TheCompanyhas
enabled this feature with effect from March 2025.
Inrespectofthein-housedevelopedMISandDataCentreapplications,usedforproductionanddispatchmanagementattheproductionfacility,theaudittrailfeaturewasnotenabled
at the transaction level and for privileged access during the audit period.
Forthepayrollapplication,theCompanyhascompliedwiththerequirementofmaintaininganaudittrailatthetransactionlevelwitheffectfrom1stJuly2024.AstheCompanydoes
not have access to make changes directly at the database level, the audit trail (edit log) for the payroll software is not maintained at the database level.
TheCompanyhascompliedwiththerequirementofpreservingaudittrails(editlogs)forprioryearsinlinewiththestatutoryrecordretentionrequirementsunderRule11(g)ofthe
Companies (Audit and Auditors) Rules, 2014, to the extent implemented.
Further, no instances of tampering with the audit trail feature were noted in respect of the software where this feature has been enabled.
61 TheIndianParliamenthasapprovedtheCodeonSocialSecurity,2020whichwouldimpactthecontributionsbytheGrouptowards ProvidentFundandGratuity.TheMinistryof
LabourandEmploymenthasreleaseddraftrulesfortheCodeonSocialSecurity,2020 onNovember13,2020,andhasinvitedsuggestionsfromstakeholderswhichareunderactive
considerationbytheMinistry.TheGroupwillassesstheimpactanditsevaluationoncethesubjectrulesarenotifiedandwillgiveappropriateimpactinitsfinancial statementsinthe
period in which, the Code becomes effective and the related rules to determine the financial impact are published.
62 Appropriateregrouping/reclassificationhavebeenmadeintheseRestatedfinancialinformationfortheearlierperiodpresented,whereverrequired,inordertobringtheminlinewith
the accounting policies and classification as per the Restated financial information as at and for the period ended June 30, 2025.
As per our report of even date.
For Manian & Rao For and on behalf of the Board of Directors of
Chartered Accountants Manipal Payment and Identity Solutions Limited
Firm Registration No - 001983S CIN: U72900KA2008PLC045316
Paresh Daga Abhay Anant Gupte K Girish Kini
Partner Director Executive Director and Chief Executive Officer
Membership No. 211468 DIN : 00389288 DIN : 11128061
Ramanath Pai Dattatri H.M
Chief Financial Officer Company Secretary
FCS: 7799
Place : Bengaluru Place : Manipal
Date : November 01, 2025 Date : November 01, 2025
423OTHER FINANCIAL INFORMATION
The accounting ratios derived from Restated Financial Information required to be disclosed under the SEBI ICDR Regulations
are set forth below:
(in ₹ million, other than per share data)
Particulars Three-month period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended June 30, 2025
Earnings per equity share (in ₹) - Basic 1.60* 13.65 12.05 5.69
Earnings per equity share (in ₹) - Diluted 1.57* 13.41 12.03 5.69
Return on net worth (%) 3.87* 45.54 61.51 52.92
Net asset value per equity share (in ₹) 39.12 29.68 19.59 10.75
EBITDA 953.34 4,087.66 3,555.72 1,787.20
EBITDA margin (%) 32.57 32.01 28.04 19.42
Debt/ Equity ratio 0.00 0.76 1.11 0.43
* Not annualized
Notes:
Basic EPS = Profit for the period / year, as restated, divided by weighted average number of equity shares outstanding during the year.
Diluted EPS = Profit for the period / year, as restated, divided by weighted average number of equity shares and potential equity shares outstanding during
the year.
Return on Net Worth (%) = Profit / (Loss) for the period/ year, as restated / Restated Net worth at the end of the year.
Net asset value per share (in ₹) is calculated as net worth as of the end of the relevant period/ year divided by the number of equity shares outstanding at the
end of the respective period/ year, plus the number of vested options under the ESOP Scheme at the end of the respective period/ year.
EBITDA is calculated as Profit/ (Loss) for the period/ year plus Total tax expenses plus Finance costs plus Depreciation and amortization expense minus
exceptional items.
Debt/ Equity ratio is calculated as Total Borrowings as number of times of Total Equity (excluding amalgamation adjustment deficit account).
Total Borrowings is aggregate of Current and Non-Current borrowings.
EBITDA Margin = EBITDA divided by total income.
Non-Generally Accepted Accounting Principles Financial Measures (“Non- GAAP Measures”)
We track non-GAAP measures such as EBITDA, EBITDA margin, among others, with internal systems and tools and which
may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the
assumptions on which we rely. For more information on the non-GAAP financial measures used in this Updated Draft Red
Herring Prospectus – I, see “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of
Presentation – Non-GAAP financial measures”, “Definitions and Abbreviations”, “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 17, 1, 265 and 427, respectively.
Reconciliation of Profit for the period/ year to the earnings per Equity Share – basic and diluted:
(in ₹ million, other than per share data)
Particulars Three-month period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended June 30, 2025
Profits attributable to equity shareholders
Profits for the period/ year (in ₹s million) 339.26 2,822.14 2,491.65 1,176.72
Basic earnings per share
Weighted average number of equity shares outstanding 212,447,637 206,805,000 206,805,000 206,805,000
during the period/ year
Basic EPS (₹) 1.60* 13.65 12.05 5.69
Diluted earnings per share
Profit for the period/ year (in ₹ million) 339.26 2,822.14 2,491.65 1,176.72
Weighted average number of equity shares outstanding 216,415,353 210,374,012 207,096,555 206,805,000
during the period/ year
Diluted EPS (₹) 1.57* 13.41 12.03 5.69
Face value per share (in ₹) 2.00 2.00 2.00 2.00
* Not annualized
Notes:
Basic EPS = Profit for the period/ year, as restated, divided by weighted average number of equity shares outstanding during the year.
Diluted EPS = Profit for the period/ year, as restated, divided by weighted average number of equity shares and potential equity shares outstanding during
the year.
Reconciliation of return on net worth (%):
(in ₹ million unless otherwise mentioned)
Particulars As of and for the As of and for the Fiscals ended
three-month period March 31, 2025 March 31, 2024 March 31, 2023
ended June 30, 2025
Profit/ (loss) for the period/ year (E) 339.26 2,822.14 2,491.65 1,176.72
Net worth at the end of the periods (F) 8,775.40 6,196.99 4,050.51 2,223.73
Return on net worth (%) (E/ F*100) 3.87% 45.54% 61.51% 52.92%
Notes:
424Return on Net Worth (%) = Profit / (Loss) for the period/ year, as restated / Not annualised for stub period ended June 30, 2025.
Net worth = Aggregate value of equity share capital, instruments entirely equity in nature, and other equity created out of the profits, securities premium
account, and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, derived from the Restated
Financial Information but does not include reserves created out of revaluation of assets and write- back of depreciation and amalgamation.
Reconciliation of net asset value per share:
(in ₹ million other than share data)
Particulars As of June 30, As of March 31, As of March 31, As of March 31,
2025 2025 2024 2023
Net worth at the end of the periods (G) 8,775.40 6,196.99 4.050.51 2,223.73
No. of equity shares and the vested options under ESOP 224,336,000 208,776,000 206,805,000 206,805,000
Scheme as at the end of the period/year (H)
Net asset value per share (in ₹) (G/H) 39.12 29.68 19.59 10.75
Notes:
Net asset value per share (in ₹) is calculated as net worth as of the end of the relevant period/ year divided by the number of equity shares outstanding at the
end of the respective period/ year, plus the number of vested options under the ESOP Scheme at the end of the respective period/ year.
Reconciliation of EBITDA:
(in ₹ million)
Particulars Three-month period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended June 30, 2025
Profit/ (loss) for the period/ year (I) 339.26 2,822.14 2,491.65 1,176.72
Add: Total tax expenses (J) 138.25 722.42 511.82 138.66
Add: Finance costs (K) 337.51 1,091.17 204.02 118.34
Add: Depreciation and amortisation expense (L) 138.32 551.93 348.23 353.48
Less: Exceptional items (M) - 1,100.00 - -
EBITDA (N) = (I+J+K+L-M) 953.34 4,087.66 3,555.72 1,787.20
Total Income (O) 2,926.68 12,771.06 12,679.72 9,204.82
EBITDA Margin (P) = (N/O)*100 32.57% 32.01% 28.04% 19.42%
Notes:
EBITDA is calculated as Profit/ (Loss) for the period/ year plus Total tax expenses plus Finance costs plus Depreciation and amortization expense minus
exceptional items.
EBITDA Margin is calculated as EBITDA divided by total income.
Audited Financial Statements
The audited standalone financial statements of our Company for the Financial Years ended March 31, 2025, March 31, 2024,
and March 31, 2023, together with all the annexures, schedules and notes thereto (collectively, the “Audited Standalone
Financial Statements”) has been made available on the website of our Company at https://mpimanipal.com/investor-corner.
Our Company has provided this link to our website solely to comply with the requirements specified in the SEBI ICDR
Regulations.
The Audited Financial Statements do not constitute, (i) a part of this Updated Draft Red Herring Prospectus – I; 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, 2013, the SEBI
ICDR Regulations, or any other applicable law in India or elsewhere in the world. The Audited Financial Statements should
not be considered as part of information that any investor should consider while subscribing to or purchase any securities of
our Company and should not be relied upon or used as a basis for any investment decision. None of the Company or any of
its advisors, nor any of the BRLMs or Promoter Selling Shareholder, 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.
425RELATED PARTY TRANSACTIONS
For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e., Ind AS 24
‘Related Party Disclosures’ for the three-month period ended June 30, 2025 and for Fiscals 2025, 2024 and 2023, as reported
in the Restated Financial Information, see “Restated Financial Information – Note 55 – Related party disclosures” on page
415.
426MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey the management’s perspective on our financial condition and results of
operations for Fiscal 2023, 2024 and 2025, and the three months ended June 30, 2025, and should be read in conjunction with
“Restated Financial Information” on page 354.
This Updated Draft Red Herring Prospectus - I may include forward-looking statements that involve risks and uncertainties,
and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements
as a result of various factors, including those described below and elsewhere in this Updated Draft Red Herring Prospectus -
I. For further information, see “Forward-Looking Statements” on page 18. Also see “Risk Factors” and “– Significant
Factors Affecting our Results of Operations and Financial Condition” on pages 33 and 427, respectively, for a discussion of
certain factors that may affect our business, financial condition or results of operations.
Our Company’s Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a
particular Fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context
otherwise requires, the financial information for Fiscal 2023, 2024 and 2025 and the three months ended June 30, 2025
included herein is derived from the Restated Financial Information, included in this Updated Draft Red Herring Prospectus -
I. For further information, see “Restated Financial Information” on page 354. Unless the context otherwise requires, in this
section, references to “we”, “us”, “our”, “the Company” or “our Company” are to Manipal Payment and Identity Solutions
Limited.
Our Company has acquired the variable data printing and secure logistics division (“VDP”) business of Manipal Technologies
Limited (“MTL”), including printing of cheques, personalized customer communications/ statements, government
identification, insurance policy booklets, secure logistics, among others, pursuant to business transfer agreement dated April
30, 2024, with effect from March 31, 2024. Further, we acquired the smart tagging and internet of things solutions, along with
holograms, coated products, and other security printed products business of MTL pursuant to a business transfer agreement
dated April 1, 2025 with effect from even date (“Revenue Assurance Acquisition”). Accordingly, financial and operational
information included herein includes the VDP business of MTL acquired by our Company and the Revenue Assurance
Acquisition. For further information, see “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation – Financial Data” and “Risk Factors − We have completed the acquisitions of variable data
printing and smart tagging and internet of things solutions, along with holograms, coated products, and other security
printed products businesses of one of our Promoters, Manipal Technologies Limited, and we may pursue other strategic
acquisitions for inorganic growth in the future. We may not be able to integrate these acquisitions, or may be faced with
operating difficulties due to such integration, which could adversely affect our business, financial condition, cash flows and
results of operations.” on pages 15 and 54, respectively.
Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in
particular, the report titled “Assessing The Potential Of Global Payments Card Market” dated October 30, 2025 (the “F&S
Report”) prepared and issued by F&S, pursuant to an engagement letter dated October 20, 2023 and addendum dated May
13, 2025. The F&S Report has been exclusively commissioned and paid for by us in connection with the Offer. The data included
herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. A copy of
the F&S Report is available on the website of our Company at https://mpimanipal.com/investor-corner. Unless otherwise
indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with
respect to any particular year refers to such information for the relevant calendar year. For further information, see “Risk
Factors – Industry information included in this Updated Draft Red Herring Prospectus - I has been derived from an industry
report exclusively commissioned and paid for by us in connection with the Offer.” on page 67. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation – Industry and Market
Data” on page 17.
OVERVIEW
For information in relation to our business, see “Our Business” on page 265.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following is a discussion of certain factors that have had, and we expect will continue to have, a significant effect on our
financial condition and results of operations.
Demand for Payment Cards in India and Globally
Demand for payment cards that we manufacture is also dependent on customer behavior towards payment technologies. In
2020, the total market for payment cards in India, which includes credit cards, debit cards, and prepaid payment instruments,
427was valued at ₹ 9,071 million. By 2025, this market had expanded to ₹ 26,096 million, and it is projected to reach ₹ 61,684
million by 2030, growing at a CAGR of 18.8% during Fiscals 2025 to 2030. This market size highlights the potential for card
manufacturers in India. (Source: F&S Report) We were among the largest manufacturers of payment cards, both globally and
in India in Fiscal 2025. (Source: F&S Report). As such, we are well positioned to capitalize on the growth in the sector. The
global metal cards market is expected to grow from 23 million units in 2020 and 49 million units in 2024 to 113 million units
in 2030 at a CAGR of 15% (2025 – 2030). As of March 31, 2025, we were uniquely placed as one of the select few companies
to have issued metal cards in India and one of the leading metal card manufacturers in India holding a patent for metal cards
manufacturing. (Source: F&S Report) We generated a revenue of ₹ 148.31 million, ₹ 432.38 million, ₹ 159.91 million, and ₹
57.03 million in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023 from metal cards. We intend to increase
our metal cards production, and expect to derive higher profit margins from these cards, in spite of their higher manufacturing
costs.
Among our offerings, debit cards face competition from newer payment technologies like digital wallets, cryptocurrencies, and
peer-to-peer payment apps. The payments market is dynamic, with rapid changes in consumer preferences. Debit card issuers
need to continuously innovate and adapt to these changes, such as the increasing preference for contactless and mobile
payments, to remain relevant and competitive. For credit cards as well, there has been a significant shift in consumer preferences
from points-based rewards to cashback incentives and credit cards are increasingly integrated into mobile payment platforms,
reflecting a broader trend towards digital payments. (Source: F&S Report) The Indian metal cards market is and is expected to
grow to ₹ 23,411 million in Fiscal 2030, growing at a CAGR of 50.3% between Fiscals 2025 to 2030. (Source: F&S Report)
As the metal cards market globally is expected to grow at a CAGR of 15% from 2025 until 2030, it represents a golden
opportunity for manufacturers, as the production of metal cards, while more complex and costly than traditional plastic cards,
commands higher prices and larger profit margins. (Source: F&S Report) As a domestic manufacturer of these cards, we have
a competitive advantage over global producers in terms of turnaround time and logistics costs and higher preference for supply
of cards to PSBs due to 'Make in India' initiatives. We intend to focus on enhancing our metal cards competencies by adding
more variants of metal cards to the market, thereby reducing import dependence. The demand for our products is likely to be
impacted by the evolution in end-consumer preferences, and our ability to respond to such changes.
Technological Advancements and Innovation
Our sales volumes are impacted by changing technological trends in our industry. For instance, we played a role in the transition
of technology for payment cards from magstripe cards to contact cards, or chip embedded and further to DI cards (chip
embedded, coupled with tap and pay. The upgrade by our customers from magnetic stripe to chip-embedded cards and further
to DI cards resulted in significant changes to our financial profile including an increase in revenue per card we earn, since chip-
embedded cards and DI cards have a higher selling price compared with magnetic stripe cards. The conversion from magnetic
stripe to chip-embedded and DI cards resulted in an increase in our cost of goods sold as more advanced cards involve an
integrated circuit chip assembly and may also include an RFID inlay assembly. Our results of operations in the past have been
affected by our ability to incorporate new technology in our products at price that is acceptable to our customers.
Similarly, we commenced manufacturing metal cards in Fiscal 2024, which are premium products offered to affluent and
aspirational customers by banks and fintechs, with a few start-ups solely offering metal cards to their customers. (Source: F&S
Report) We have also expanded our offerings to include payment-enabled wearables such as watches, silicon bands, keyrings,
ceramic rings, and NFC-enabled QR stickers, which facilitate contactless payments through embedded chip and antenna
technology. Our chip embedding services for smart wearable manufacturers further illustrate our adaptability to evolving form
factors. We have introduced recycled PVC cards as part of our sustainability initiatives, offering an environmentally friendly
alternative to traditional plastic cards. Additionally, we have developed integrated cards for campus services, enabling students
to pay for printing, vending products, public transport linking university locations, and at designated restaurants, all through a
single card.
Further, we have progressively offered innovative products, such as image cards, LED cards and cards utilizing sophisticated
technology that requires additional time and effort in manufacturing. We generate higher margins from the sale of such cards
owing to our value-added services. We also offer personalization services through our centralized bureaus and instant issuance
solutions, allowing banks to issue personalized payment cards instantly at branch locations. Our future results of operations
will depend on our ability to adapt to evolving technology with regard to payment card offerings, as well as create a product
mix that enables us to optimize our profit margins.
Raw Material Costs, Operating Costs and Operational Efficiencies
Our business, financial condition, results of operations and prospects are impacted by prices of raw materials purchased by us
such as semiconductor chips/ banking chip modules, plastic overlay, PVC sheets, UV inks and varnishes, holograms from
certified vendors of payment schemes and metal and alloy plates, inlay/antenna sheets. For cheque printing, our key raw
materials include CTS water-marked MICR paper, security inks, offset printing plates, adhesives, pinning coil, packing
materials, plastic envelopes and other process consumables. Set forth below are our cost of materials consumed for the periods
indicated:
428Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage of Amount (₹ Percentage of Amount Percentage of Amount (₹ Percentage
million) Revenue million) Revenue (₹ Revenue million) of Revenue
from from million) from from
Operations Operations Operations Operations
(%) (%) (%) (%)
Cost of 855.58 30.18% 4,277.33 34.05% 5,424.71 43.48% 5,007.69 55.51%
materials
consumed
Raw material pricing can be volatile due to a number of factors beyond our control, including global demand and supply,
general economic and political conditions, transportation and labour costs, labour unrest, natural disasters, competition, import
duties, power tariffs and currency exchange rates. Some of our raw materials, such as semiconductors, are available from limited
sources and are therefore, more susceptible to supply chain disruptions and price volatility. Our contracts with our customers
may not provide for pass through of any variation in raw material costs. However, our cash flows may still be adversely affected
on account of gaps in the time between the date of procurement of primary raw materials and date on which we can reset the
product prices for our customers, to account for an increase in the prices of such raw materials.
Our ability to manage our operating costs and operations efficiencies is critical to maintaining our competitiveness and
profitability. Our profitability is partially dependent on our ability to increase our productivity and reduce our operating
expenses.
Relationship With and Purchasing Patterns of our Key Customers
We have established long-standing relationships with a diverse set of customers, having served over 220 customers in the three
months ended June 30, 2025, including 17 private banks, 12 PSU banks, 6 small finance banks, 46 co-operative banks, and 33
fintech companies.
As of June 30, 2025, we had serviced over 166 customers, comprising 72.49% of our total customer base, for more than five
years. Set forth below are details of our revenues from our largest customer, top five and top 10 customers, in the periods
indicated:
Particulars Three months ended June Fiscal 2025 Fiscal 2024 Fiscal 2023
30, 2025
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage
million) Revenue from million) Revenue from million) Revenue from million) of Revenue
Operations Operations Operations from
(%) (%) (%) Operations
(%)
Largest 526.39 18.57% 1,461.84 11.64% 1,368.97 10.97% 1,345.73 14.92%
customer
Top 5 1,520.36 53.62% 5,142.01 40.94% 5,368.69 43.03% 4,365.84 48.39%
customers
Top 10 1,962.53 69.22% 7,659.88 60.98% 7,798.42 62.51% 6,309.58 69.94%
customers
Notes:
(3) References to ‘Customer’ are to customers in a particular Fiscal/period and do not refer to the same customers across all Fiscals/periods.
(4) Names of largest, top 5 and top 10 customers have not been disclosed due to non-receipt of consent.
The effect of variations in our customers’ purchasing patterns is based on the forecasts from the customers regarding the demand
for credit cards, cheques, passbooks and other products from end-customers. In addition, to cater to the increasing requirements
from banks, we have initiated bundled offerings of cheques, cards, collaterals and secure logistics as a combined offering that
acts as an integrated solution for banks in servicing their end-customers. We intend to grow our efforts in marketing these
bundled solutions to our existing customers and attempt to acquire additional customers by communicating this attractive value
proposition, which removes banks' requirement to liaise with various vendors. To attract customers in different regions, in India
and outside, we have set up personalization bureaus and entered into agreements with external marketing companies to advertise
and deliver our products. We aim to expand our geographical presence in order to supply products with low turnaround times,
and to manufacture base products that can be personalized locally to meet specifications. Our customers' continued relationship
with us will also depend on the success of these personalization bureaus and global agents in offering solutions and supplying
products with required customizations within a limited time.
Any increases or decreases in the levels of orders placed by our customers are likely to have an effect on our revenues and our
results of operations. End-customers, in turn, are dependent on general trends in the macroeconomic environment in India and
globally. See, “– Demand for Payment Cards in India and Globally” on page 427.
Integration of Our Acquired Operations
429We acquired the VDP business of MTL, including printing of cheques, personalized customer communications/ statements,
government identification, insurance policy booklets, secure logistics, among others, pursuant to business transfer agreement
dated April 30, 2024, with effect from March 31, 2024. As part of our VDP business, we provide secure printing solutions
including cheque books (personalized and non-personalized), security forms and stationery, welcome kits, envelopes,
statements, reports, policy booklets, and passbooks. Our in-house facility processes encrypted banking data to produce
customized, brand-aligned cheques with rigorous security checks, ensuring safe and efficient clearing.
Further, as part of the Revenue Assurance Acquisition, we acquired the smart tagging and internet of things solutions, along
with holograms, coated products, and other security printed products business of MTL pursuant to a slump sale agreement dated
April 1, 2025 and with effect from even date. Pursuant to Revenue Assurance Acquisition, we provide smart tagging and internet
of things solutions, along with holograms, coated products, and other security printed products to customers.
We may continue to actively pursue inorganic growth opportunities to expand our market presence and enhance our service
offerings. The acquired businesses pose significant growth opportunities for us. Our results of operations will be affected by
our ability to successfully integrate the acquired businesses with our existing business. Customers of such acquired businesses
may choose not to renew their agreements or enter into new agreements with our Company, and we may be required to acquire
new customers in order to derive the expected benefits from the acquisition. As such, our results of operations are likely to be
affected by the synergies we derive from the acquisition, including our ability to successfully provide bundled offerings that
require integration of our businesses.
PRESENTATION OF FINANCIAL INFORMATION
The Restated Financial Information of our Company comprises (a) the Restated Consolidated Statement of Assets and
Liabilities as at June 30, 2025 and March 31, 2025, the Restated Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the Restated Consolidated Statement of
Changes in Equity and Notes forming part of Restated Consolidated Financial Information for the three months period ended
June 30, 2025 and the year ended March 31, 2025, and (b) the Restated Standalone Statement of Assets and Liabilities as at
March 31, 2024 and March 31, 2023, the Restated Standalone Statement of Profit and Loss (including Other Comprehensive
Income), the Restated Standalone Statement of Cash Flows and the Restated Standalone Statement of Changes in Equity and
Notes forming part of Restated Standalone Financial Information for the years ended March 31, 2024 and March 31, 2023
(hereinafter collectively referred to as “Restated Financial Information”).
The Restated Financial Information and have been compiled by the management of the Company from the (i) Audited Special
Purpose Financial Statements as at and for the three months period ended June 30, 2025 and the years ended March 31, 2025,
March 31, 2024 and March 31, 2023 comprising of (a) the Audited Special Purpose Consolidated Balance Sheet as at June 30,
2025 and March 31, 2025, the Audited Special Purpose Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Audited Special Purpose Consolidated Statement of Cash Flows and the Audited Special Purpose
Consolidated Statement of Changes in Equity and Notes forming part of Audited Special Purpose Consolidated Financial
Statements for the period ended June 30, 2025 and year ended March 31, 2025, and (ii) the Audited Special Purpose Standalone
Balance Sheet as at March 31, 2024 and March 31, 2023, the Audited Special Purpose Standalone Statement of Profit and Loss
(including Other Comprehensive Income), the Audited Special Purpose Standalone Statement of Cash Flows and the Audited
Special Purpose Standalone Statement of Changes in Equity and Notes forming part of Audited Special Purpose Standalone
Financial Statements for the years ended March 31, 2024 and March 31, 2023 (collectively referred to as “Audited Special
Purpose Financial Statements”) prepared in accordance with 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.
Our Company acquired VDP business and Revenue Assurance business of MTL. The aforesaid acquisitions are “common
control” transactions in accordance with Ind AS 103 Business Combinations. Accordingly, the Company has restated the
comparative periods presented in its historical consolidated financial statements in accordance with Appendix C to Ind AS 103
insofar as it relates to common control business combination. The Restated Financial Information is compiled based on the
underlying historical consolidated financial statements as stated above.
MATERIAL ACCOUNTING POLICIES
Basis of Measurement
These Restated Financial Information are prepared in accordance with Indian Accounting Standards (Ind AS) under the
historical cost convention on the accrual basis, except for the following which have been measured at fair value:
• certain financial assets and liabilities which are measured at fair value (refer accounting policy regarding financial
instruments);
• defined benefit plans measured at fair value; and
430• share- based payments;
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, regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the
asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the
measurement date.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree
to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
• Level 2 inputs are other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability
Use of estimate, assumption and judgement
In the application of the Group's accounting policies, the management is required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates
and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if revision affects both current and future periods.
Information about judgements made in applying accounting policies that have the most significant effects on the amounts
recognised in the restated financial information is included in the following notes:
Judgements
Lease term: whether the group is reasonably certain to exercise extension options.
Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following
notes:
• Useful lives of Property, plant and equipment and intangible assets
• Measurement of defined benefit obligation; key actuarial assumptions
• Provision for taxation
• Provision for warranty
• Provision for disputed matters
• Measurement of lease liabilities and right of use asset
Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses.
Historical cost includes expenditure that is directly attributable to the acquisition of the items such as purchase price, freight,
duties and levies. Such cost includes the cost of replacing parts of the 'Property, Plant and Equipment' and the borrowing cost
till the date of installation of qualifying asset and any attributable cost of bringing the asset to its working condition for its
intended use, including exchange differences. Freehold land is carried at historical cost.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other
repairs and maintenance are charged to Restated Consolidated Statement of Profit and Loss during the reporting period in which
they are incurred.
431An item of 'Property, plant and equipment' and any significant part initially recognised is derecognized upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Restated
Consolidated Statement of Profit and Loss when the asset is derecognized.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are classified as
capital advances under other non-current assets and the cost of assets not put to use before such date are disclosed under 'Capital
Work-in-Progress'.
Depreciation on 'Property, plant and equipment' is provided on the Straight Line Method over the useful lives of the assets.
Depreciation for the assets purchased/sold during the period is proportionately charged.
The estimated useful life are as below:
Particulars Management's estimate of useful lives
Building-Freehold 30 years
Plant and machinery 5-15 years
Computers 3-6 years
Furniture and fixtures 10 years
Vehicles 8 years
Office equipment 5 years
Electrical Fittings 10 years
Leasehold Improvement Over the remaining lease period
The useful lives mentioned above for few of the plant and machinery are based on management's assessment, taking into account
factors such as the nature of the assets, the estimated usage pattern of the assets, the operating conditions, past history of
replacement, anticipated technological changes, manufacturers' warranties and maintenance support, etc.
Policy with regard to depreciation of assets taken on lease i.e., right of use assets.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets
are carried at cost less any accumulated amortisation and accumulated impairment losses. The useful lives of all the intangible
assets of the Group are assessed as finite.
Particulars Useful life
Computer Software 3 years
Taxation
Income tax expense for the period comprises of current and deferred income tax. Income Tax expense is recognised in Statement
of Profit and Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity,
in which case tax is also recognised in other comprehensive income or in equity, as appropriate. Current Income Tax, for current
and prior periods is recognised in the Statement of Profit and Loss at the amount expected to be paid to or recovered from the
tax authorities, using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax assets and liabilities are recognised for all temporary differences between the carrying amounts of assets
and liabilities in the financial statements and their corresponding tax bases used in the computation of taxable profit. The Group
recognizes a deferred tax asset arising from unused tax losses or tax credit only to the extent that it is probable that sufficient
future taxable profits will be available against which unused tax losses or tax credits can be utilized by the Group. Deferred tax
assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the
asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting
period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period. Deferred tax
assets and liabilities are presented in the Balance Sheet after setting off the same against each other.
Advance income tax paid (including tax deducted at source, tax paid on self-assessment or otherwise) and provision for current
income tax are presented in the balance sheet after setting off the same against each other.
Financial instruments
Classifications, initial recognition and measurement
The Group recognizes financial assets and financial liabilities if any, when it becomes a party to the contractual provisions of
the instrument. All financial assets and liabilities are recognised at fair value on initial recognition, except for trade receivable
which is initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of
432financial assets and financial liabilities that are not at fair value through profit or loss, are added to the fair value on initial
recognition.
Subsequent measurement
Non derivative financial instruments
Financial assets carried at amortized cost
A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the
asset in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on principal amount outstanding.
Financial assets at Fair Value through Other Comprehensive Income (FVTOCI)
A financial asset other than equity investment is subsequently measured at fair value through other comprehensive income if it
is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on principal amount outstanding. Further, in cases where the Group has made an irrevocable election
based on its business model, for its investments which are classified as equity investments, the subsequent changes in the fair
value are recognised in other comprehensive income.
Financial assets at Fair Value through Profit or Loss (FVTPL)
A financial asset which is not classified in any of the above categories is subsequently fair valued through profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables
maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of
these instruments.
Classification as debt or equity
An instrument issued by the Company is classified as financial liability or as equity in accordance with the substance of the
contractual arrangements and the definition of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is
recognised in Restated Consolidated Statement of Profit and Loss on the purchase, sale, issue or cancellation of the Company’s
own equity instruments. Dividend paid on equity instruments are directly reduced from equity.
Other equity investments
All other equity investments if any, are measured at fair value, with value changes recognised in Statement of Profit and Loss,
except for those equity investments for which the Group has elected to present the value changes in ‘Other Comprehensive
Income’.
Financial guarantee contracts
Financial Guarantee Contracts are initially recognised at fair value of guarantee. The subsequent measurement of Financial
guarantee is higher of:
• the amount of the loss allowance determined
• the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance
with the principles of Ind AS115.
Derecognition of financial instruments
The Group derecognises a financial asset when the contractual right to cash flows from the financial asset expires or when it
transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability is derecognised
from the Group's balance sheet when the obligation specified in the contract is discharged, cancelled or when it expires.
433Fair value of financial instruments
In determining the fair value of its financial instruments, the Group uses generally acceptable methods and assumptions that
are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include
discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in
general approximation of value and such value may never be actually realised.
For financial assets and liabilities maturing within one year from the reporting date and which are not carried at fair value, the
carrying amounts approximate fair value due to the short maturity of these instruments.
Inventories
Stock of raw materials, work-in-progress, trading materials, stores, spares, process materials and packing materials are valued
at lower of cost or net realisable value adopting weighted average method. Cost of inventories shall comprise all costs of
purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost
also includes expenses incurred towards wages and other related items. Spare parts which do not meet definition of property
plant and equipment, i.e. when the group intends to use these during the period of 12 months or less, are being considered as
inventory.
Due allowance is estimated and made by the management for slow moving / non-moving items of inventory, wherever
necessary, based on the past experience and such allowances are provided.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale. The net realisable value of work-in-progress is determined with reference to the
selling prices of related finished goods. Raw materials, components and other supplies held for use in the production of finished
products are not written down below cost except in cases when a decline in the price of materials indicates that the cost of the
finished products shall exceed the net realisable value.
Revenue recognition:
Revenue from contract with customers:
The Group derives revenues primarily from sale of Products and services.
Revenue is measured based on the consideration that is specified in a contract with a customer or is expected to be received in
exchange for the products or services and excludes amounts collected on behalf of third parties. Revenue is recognized upon
transfer of control of promised products or services to customers. To recognize revenues, the Group applies the following five
step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine
the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues
when a performance obligation is satisfied.
The revenue is recognised when (or as) the performance obligation is satisfied, which typically occurs when (or as) control over
the products or services is transferred to a customer.
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or
contract price. The accounting for modifications of contracts involves assessing whether the products/services added to an
existing contract are distinct and whether the pricing is at the standalone selling price. Products/Services added that are not
distinct are accounted for on a cumulative catch-up basis, while those that are distinct are accounted for prospectively, either as
a separate contract, if the additional products/services are priced at the standalone selling price, or as a termination of the
existing contract and creation of a new contract if not priced at the standalone selling price.
Revenues in excess of invoicing if any, are classified as contract assets (which the Group refer as unbilled revenue) while
invoicing in excess of revenues if any, are classified as contract liabilities (which the Group refer to as unearned revenues)
The Group accounts for rebates/discounts to customers as a reduction of revenue based on the underlying performance
obligation that corresponds to the progress by the customer towards earning the rebate/discount.
Interest and other income
Interest Income from a financial asset is recognized using the effective interest method. Interest on refund of Income Tax and
insurance claims are accounted in the period / year of receipt.
Foreign currencies
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. At the end of each
reporting period, monetary assets and liabilities denominated in foreign currencies are translated using exchange rates in effect
434at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Statement
of Profit and Loss.
Non-monetary items that are denominated in a foreign currency and measured at historical cost are not retranslated at the end
of each reporting period. They are reported using the exchange rate in force on the date of transaction. Non-monetary items that
are denominated in a foreign currency and measured at fair value are reported at the exchange rates prevalent on the date when
the fair value was determined. The exchange gain or loss on non-monetary items is treated in line with the recognition of the
overall gain or loss on such non-monetary item i.e. translation or settlement differences on non-monetary items whose gain or
loss is recognised in Other Comprehensive Income or Statement of Profit and Loss are also recognised in Other Comprehensive
Income or Statement of Profit and Loss respectively.
Employee benefits
Short-term employee benefits
Employee benefits such as salaries, wages, short term compensated absences, expected cost of bonus, ex-gratia and performance
linked rewards such as annual variable pay falling due wholly within twelve months of rendering the service are classified as
short term benefits and are expensed in the period in which the employee renders the related service.
Post-employment benefits
Defined contribution plans
Provident fund scheme, employee state insurance scheme and employee pension scheme are the Group's defined contribution
plans. The contribution paid or payable under the scheme is recognised during the period in which the employee renders the
related service.
Defined benefit plans
Gratuity
The Group provides for gratuity, a defined benefit plan covering eligible employees. The gratuity plan provides a lump-sum
payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the
respective employee's salary and tenure of employment with the Group.
The Group's contribution towards gratuity is invested in a Group gratuity policy with the Life Insurance Corporation of India.
Deficit/Surplus of present value of obligations (under Gratuity policy) over the fair value of gratuity plan assets is recognised
in the Balance Sheet as an asset or liability. The same is determined based on an independent actuarial valuation using the
Projected Unit Cost Method. Gains and losses through remeasurement of the net gratuity liability/(asset) are recognised in Other
Comprehensive Income and are reflected in Other Equity and the same are not eligible to be reclassified subsequently to Profit
or Loss. Premium expense incurred to keep in effect such a group gratuity policy is recognised in the Statement of Profit and
Loss as employee benefit expense in the period / year such premium falls due.
Compensated absences
Accumulated absences expected to be carried forward beyond twelve months is treated as long-term employee benefit for
measurement purposes. The Group accounts for its liability towards compensated absences based on actuarial valuation done
as at the balance sheet date by an independent actuary using the Projected Unit Credit Method. The liability includes the long
term component accounted on a discounted basis and the short term component which is accounted for on an undiscounted
basis.
Employee share based payments
The Group recognises compensation expense relating to share based payments in accordance with Ind AS 102 Share-based
Payment. Stock options granted by the Group to its employees are accounted as equity settled options. Accordingly, The grant
date fair value of equity settled share-based payment awards granted to employees of the Group is recognised as employee
benefit expense with corresponding increase in equity. The total expense w.r.t., options granted to employees of the Group is
recognised over the vesting period, which is the period over which all the specified vesting conditions are required to be
satisfied. At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest
based on the service and non-vesting conditions. It recognises the impact of the revision to original estimates, if any, in the
statement of profit and loss, with a corresponding adjustment to equity.
Under a group share-based payment arrangement, options granted to the employees of Manipal Technologies Limited (holding
company) is reimbursed by holding company. Accordingly, these amounts are recognised as receivables from holding company
and are not recognised as an expense in the company’s financial statements.
435Leases
The Group’s lease asset (taken on long term basis) classes wholly consists of land, buildings and machineries. The Group
assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether
a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the
use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period
of the lease and (iii) the Group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognises a right-of-use asset (“ROU”) and a corresponding lease liability
for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and
leases of low value assets if any. For these short term and leases of low value assets if any, the Group recognises the lease
payments as an operating expense.
The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives.
They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are
depreciated from the commencement date on a straight-line basis over the shorter of the lease term or useful life of the
underlying asset.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted
using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease
liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the
carrying amount to reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index
or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.
Right of use asset (ROU Asset) have been separately presented in the Balance Sheet as a part of Property, Plant and Equipment.
Corresponding lease liabilities are being disclosed as other financial liabilities either as current or non current depending on the
period of reversal and lease payments have been classified as financing cash flows.
Borrowing cost
Borrowing cost includes interest expense calculated using the effective interest method, finance expenses in respect of assets
acquired on lease.
Borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset, are capitalised/
inventoried as a part of cost of such asset till such time the asset is ready for its intended use. A qualifying asset is one that
necessarily takes substantial period of time to get ready for its intended use.
All other borrowing costs are recognized as expenses in the period in which they are incurred.
Provisions, contingent liabilities and contingent assets
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past events and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. 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 recognised as a finance cost. When the unavoidable costs of
meeting obligations under a contract, exceed the economic benefits expected to be received under such contract (onerous
contract), then the present obligation under the contract is recognised and measured as a provision.
Contingent liability is disclosed in the notes to accounts when in case of a present obligation arising from past events, it is not
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate of the same is not possible.
Contingent assets are disclosed in the notes to accounts when an inflow of economic benefits is probable.
Warranties
The estimated liability for product warranties is recorded when products are sold. These estimates are established using
historical information on the nature, frequency and average cost of warranty claims and management estimates regarding
possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty
claim will arise.
436Segment reporting
Operating segment reflect the Group's management structure and the way the financial information is regularly reviewed by the
Board of Directors (the Group's Chief Operating Decision Maker (CODM)). The CODM considers the business from both
business and product perspective based on the dominant source, nature of risks and returns and the internal organisation and
management structure.
The Group has one operating segment, namely “Payment and Identity Solutions” and the information reported to the Chief
Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of performance focuses on this
operating segment.
Impairment of assets
Financial assets
In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure:
• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits and bank balances.
• Trade receivables that result from transactions that are within the scope of Ind AS 115.
The Group follows ‘simplified approach’ for recognition of impairment loss. The application of simplified approach does not
require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at
each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk
exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial
instrument. As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio of
its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade
receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are
updated and changes in the forward-looking estimates are analysed.
Non-Financial assets including intangible assets and property, plant and equipment
As at each Consolidated Balance Sheet date, the Group assesses whether there is an indication that a non-financial asset may
be impaired and also whether there is an indication of reversal of impairment loss recognised in the previous periods. If any
indication exists, or when annual impairment testing for an asset is required, the Group determines the recoverable amount and
impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.
Recoverable amount is determined:
• In case of an individual asset, at the higher of the assets’ fair value less cost to sell and value in use; and
• In case of cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of cash
generating unit’s fair value less cost to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that
reflects current market assessments of the time value of money and risk specified to the asset. In determining fair value less
cost to sell, recent market transaction are taken into account. If no such transaction can be identified, an appropriate valuation
model is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of
Consolidated Profit and Loss, except for properties previously revalued with the revaluation taken to OCI. For such properties,
the impairment is recognised in OCI up to the amount of any previous revaluation.
When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If
the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after
the impairment was recognised, then the previously recognised impairment loss is reversed through the Statement of Profit and
Loss.
Earnings per share (EPS)
Basic Earnings per share
437Basic earnings per equity share is calculated by dividing the net profit or loss after tax (before considering other comprehensive
income) for the period / year attributable to equity shareholders of the Group by the weighted average number of equity shares
outstanding during the period / year.
Diluted Earnings per share
Diluted earnings per equity share, is computed by dividing the net profit or loss for the period / year as adjusted for dividend,
interest and other expenses relating to the dilutive potential equity shares, by the weighted average number of equity shares
considered for deriving basic earnings per 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 / year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares
that are dilutive and that either reduces earnings per share or increases loss per share are included.
As required under Ind AS 33 “Earning Per Share” the effect of any split/bonus after the end of reporting period is given for the
purpose of computing earning per share for all the period presented retrospectively.
Statement of Cash Flows
Cash flows are reported using the indirect method in accordance with Ind AS 7 "Statement of Cash Flows", whereby profit for
the year is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating cash
receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows are
segregated into operating, investing and financing activities.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and at bank (in current accounts) and term deposits with original maturity up
to 3 months. Term deposits maturing beyond 3 months, earmarked balances with banks and deposits held as margin money or
security against borrowings etc. is not considered as Cash and Cash Equivalents.
Events after reporting date
Subsequent events are evaluated through the date the restated financial information are issued. Events providing additional
evidence about conditions existing at the balance sheet date are recognized in the financial statements. Events indicative of
conditions arising after the balance sheet date are disclosed if material.
Current / Non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as
current when it is:
• Expected to be realised or intended to be sold or consumed in normal operating cycle,
• Held primarily for the purpose of trading,
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle,
• It is held primarily for the purpose of trading,
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
All other liabilities are classified as non-current.
Based on the nature of activities of the Group, the Group has determined its operating cycle as 12 months.
Recent accounting pronouncements
438Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. For the period ended June 30, 2025, MCA has notified Ind
AS – 117 Insurance Contracts and amendments to Ind AS 116 – Leases, relating to sale and leaseback transactions, applicable
to the Group w.e.f. April 01, 2024. The Group has reviewed the new pronouncements and based on its evaluation has determined
that it does not have any significant impact in its financial statements.
Business combination under common control
Business combinations involving businesses/entities under common control are accounted under pooling of interest method.
In accordance with pooling of interest method:
• The assets and liabilities of the combining businesses/entities are reflected at their carrying amounts.
• No adjustments are made to reflect fair values, or recognise any new assets and liabilities. Adjustments if any, are
made to harmonise accounting policies/estimates.
• The financial information in the financial statements in respect of prior periods is restated as if the business
combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the
actual date of the combination. However, where the business combination had occurred after that date (Control date),
the prior period information is restated only from that date.
• The balance of the retained earnings appearing in the financial statements of the transferor is aggregated with the
corresponding balance appearing in the financial statements of the transferee or is adjusted against general reserve
• The identity of the reserves are preserved
• The difference, if any, between the amounts recorded as owner's net investment/equity and consideration paid in the
form of cash or other assets is recorded as amalgamation adjustment reserve and is presented separately.
CHANGES IN ACCOUNTING POLICIES
There have been no changes in the accounting policies of the Company during the last three Fiscals and the three months ended
June 30, 2025.
NON-GAAP MEASURES
Certain measures such as EBITDA, EBITDA Margin, PAT Margin, Fixed Asset Turnover Ratio, Return on Equity, Return on
Capital Employed, Debt to Equity Ratio, Current Ratio, and Gross Profit Ratio (together, “Non-GAAP Measures”), presented
in this Updated Draft Red Herring Prospectus – I are a supplemental measure of our performance and liquidity that is not
required by, or presented in accordance with, Ind AS, IFRS, US GAAP or any other GAAP. Further, these Non-GAAP Measures
are not a measurement of our financial performance or liquidity under Ind AS, IFRS, US GAAP or any other GAAP and should
not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period 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, US GAAP or any other GAAP. In addition,
these Non-GAAP Measures are not standardised terms, hence a direct comparison of these Non-GAAP Measures between
companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting their
usefulness as a comparative measure. Although such Non-GAAP Measures 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 or financial performance. For further
information, see “Risk Factors – We have in this Updated Draft Red Herring Prospectus - I included certain non-GAAP
financial measures and certain other industry measures related to our operations and financial performance. These non-
GAAP measures and industry measures may vary from any standard methodology that is applicable across the industries in
which we operate, and therefore may not be comparable with financial or industry related statistical information of similar
nomenclature computed and presented by other companies.” on page 69.
Reconciliation of EBITDA / EBITDA Margin
EBITDA is calculated as profit/ (loss) for the period/ year plus total tax expenses plus finance costs plus depreciation and
amortization expense minus exceptional items. EBITDA Margin is calculated as EBITDA divided by total income.
Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million)
Profit/(Loss) for the period / year (A) 339.26 2,822.14 2,491.65 1,176.72
439Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million)
Add: Total tax expenses (B) 138.25 722.42 511.82 138.66
Add: Finance costs (C) 337.51 1,091.17 204.02 118.34
Add: Depreciation and amortisation expense (D) 138.32 551.93 348.23 353.48
Less: Exceptional items (E) - 1,100.00 - -
EBITDA (F) = (A+B+C+D-E) 953.34 4087.66 3,555.72 1,787.20
Total Income (G) 2,926.68 12,771.06 12,679.72 9,204.82
EBITDA Margin (H) = (F/G)*100 32.57% 32.01% 28.04% 19.42%
Reconciliation of PAT Margin
PAT Margin is calculated as profit/ (loss) for the period/ year divided by total income .
Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million, except percentages)
Profit/(Loss) for the period/year (A) 339.26 2,822.14 2,491.65 1,176.72
Total Income (B) 2,926.68 12,771.06 12,679.72 9,204.82
PAT Margin (C) = (A/B)*100 11.59% 22.10% 19.65% 12.78%
Reconciliation of Fixed Asset Turnover Ratio
Fixed asset turnover ratio is calculated as revenue from operations/ average net carrying amount of property, plant and
equipment and right-of-use assets while average net carrying amount of property, plant and equipment and right-of-use assets
is calculated as (opening net carrying amount of property, plant and equipment and right-of-use assets plus closing net carrying
amount of property, plant and equipment and right-of-use assets) divided by 2.
Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million, except ratio)
Revenue from Operations (I) 2,835.19 12,560.71 12,475.22 9,021.74
Opening net block of property, plant and equipment (II) 1,133.62 893.43 1,036.74 1,283.88
Closing net block of property, plant and equipment (III) 1,066.59 1,133.62 893.43 1,036.74
Average net block of property, plant and equipment 1,100.11 1,013.53 965.09 1,160.31
(IV = (II + III)/2))
Opening Right of use assets (V) 992.06 437.70 183.94 37.96
Closing Right of use assets (VI) 1,082.46 992.06 437.70 183.94
Average Right of use assets (VII = (V+VI)/2)) 1,037.26 714.88 310.82 110.95
Fixed Asset Turnover Ratio (in number) (VIII = I / 1.33 7.27 9.78 7.10
(IV+ VII))
Reconciliation of Return on Equity
Return on equity is calculated as profit/ (loss) for the period/ year divided by average equity, while average equity is calculated
as (opening total equity plus closing total equity excluding amalgamation adjustment deficit account) divided by 2 and total
equity is calculated as paid-up equity share capital plus other equity.
Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million, except as otherwise mentioned)
Profit/(Loss) for the Period/Year (I) 339.26 2,822.14 2,491.65 1,176.72
Average equity (II) 7,485.73 5,123.69 3,137.12 1,947.74
Return on Equity (%) (III = I / II) 4.53% 55.08% 79.42% 60.41%
Reconciliation of Return on Capital Employed
Return on capital employed is calculated as EBIT divided by average capital employed while EBIT is calculated as profit/ (loss)
for the period/year plus finance costs plus tax expense minus exceptional items, average capital employed is calculated as
(opening capital employed plus closing capital employed) divided by 2 and capital employed is calculated as total equity plus
borrowings plus lease liabilities.
440Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million)
Profit/(Loss) for the Period/Year (I) 339.26 2,822.14 2,491.65 1,176.72
Tax expense (II) 138.25 722.42 511.82 138.66
Finance costs (III) 337.51 1,091.17 204.02 118.34
Exceptional items (IV) - 1,100.00
EBIT (V = (I + II + III) – (IV)) 815.02 3,535.73 3,207.49 1,433.72
Opening Capital Employed (VI)
11,842.15 8,974.62 3,374.39 2,441.85
Closing Capital Employed (VII) 9,754.57 11,842.15 8,974.62 3,374.39
Average Capital Employed (VIII = ((VI + VII)/2) 10,798.36 10,408.39 6,174.51 2,908.12
Return on Capital Employed (%) (IX = V/ VIII) 7.55% 33.97% 51.95% 49.30%
Reconciliation of Debt to Equity Ratio
Debt to equity ratio is calculated as total borrowings divided by total equity (excluding amalgamation adjustment deficit
account). Total borrowings is the aggregate of current and non-current borrowings.
Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million)
Non-current Borrowings (A) 1.81 3,574.13 4,283.79 414.34
Current Borrowings (B) 0.39 1,154.53 210.95 551.87
Total Borrowings (C) = (A+B) 2.20 4,728.66 4,494.74 966.21
Total Equity (D) 8,774.59 6,196.86 4,050.51 2,223.73
Debt Equity Ratio (E) = (C/D) 0.00 0.76 1.11 0.43
Reconciliation of Current Ratio (Times)
Current ratio is calculated as current assets divided by current liabilities.
Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ in ₹ million, unless otherwise stated))
Current Assets (I) 5,677.73 11,270.24 9,077.30 4,442.96
Current Liabilities (II) 2,286.83 6,784.03 1,907.46 2,913.59
Current Ratio (III = I / II) (Times) 2.48 1.66 4.76 1.52
Reconciliation of Gross Profit Ratio
Gross profit is calculated as revenue from operations as reduced by cost of materials consumed, purchase of stock-in-trade and
changes in inventories of stock-in-trade and work-in progress. Gross profit margin is calculated as gross profit as a percentage
of revenue from operations.
Particulars Three-month Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended
June 30, 2025
(₹ million, except percentages)
Revenue from Operations (I) 2,835.19 12,560.71 12,475.22 9,021.74
Less: Cost of materials consumed (II) 855.58 4,277.33 5,424.71 5,007.69
Less: Purchase of stock-in-trade (III) 69.11 299.47 369.77 343.24
(Less)/ Add: Changes in inventories of stock-in-trade and 13.02 26.09 155.95 -87.07
work-in progress (IV)
Gross Profit (V) = (I-II-III-IV) 1,897.48 7,957.82 6,524.79 3,757.88
Gross Profit Margin (VI) = (V/I) 66.93% 63.35% 52.30% 41.65%
PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE
Income
Our total income comprises (i) revenue from operations and (ii) other income.
Revenue from Operations
441Revenue from operations comprise (i) sale of products, which includes the sale of payment cards, identity cards and other
security products such as cheques, policy booklets; (ii) sale of services such as card personalisation, secured logistics; and (ii)
other operating revenue, which primarily comprises rebate towards bulk mailing services and duty drawback.
Other Income
Other income primarily includes interest income from bank deposits, gain on foreign currency transactions and recovery of bad
debts. We keep deposits with banks as margin money towards performance guarantees and also invest surplus funds into bank
deposits.
Expenses
Our expenses comprise (i) cost of materials consumed; (ii) purchase of stock-in-trade; (iii) employee benefits expense; (iv)
finance costs; (v) depreciation and amortization expense; and (vi) other expenses.
Cost of Raw Materials Consumed
Cost of raw materials consumed consists of raw materials i.e., semiconductor chips/ banking chip modules, plastic overlay,
PVC sheets, UV inks and varnishes, holograms, metal and alloy plates, inlay/antenna sheets, CTS water-marked MICR paper,
printing paper, security inks, offset printing plates, adhesives, pinning coil, packing materials, plastic envelopes and other
process consumables.
Employee Benefits Expense
Employee benefit expenses primarily include salaries, wages and bonus paid to employees. It also includes contribution to
provident fund and other fund, share based compensation expenses and staff welfare expense.
Finance Costs
Finance costs primarily include interest paid to banks on term loans and working capital loans, interest on lease liabilities,
interest paid on debentures and bank and other charges.
Depreciation and Amortisation Expense
Depreciation and amortisation expense primarily includes depreciation of property, plant and equipment, depreciation of right-
of-use assets and amortisation of intangibles assets.
Other Expenses
Other expenses primarily include: (i) consumption of stores and spares; (ii) power and fuel expenses; (iii) packing material; (iv)
job work charges; (v) rent expenses; (vi) rates and taxes; (vii) repairs and maintenance; (viii) printing charges; (ix) travelling
and conveyance expenses; (x) sales promotion expenses; (xi) freight and forwarding charges; (xii) brand fee was primarily
attributable to fees paid pursuant to agreement dated March 30, 2024 between our Company and MTL for use of the ‘Manipal’
brand and logo. In addition, brand fee is also attributable to costs allocated to management fees which was previously shared
expenses of the group. (xiii) director’s sitting fees; (xiv) payment to auditors; (xv) legal and professional fees; (xvi) provisions
for doubtful receivables and advance; (xvii) CSR expenditure; (xvii) insurance; and (xviii) miscellaneous expenses.
RESULTS OF OPERATIONS
The following table sets forth select financial data from our statement of restated statement of profit and loss for the three
months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of
total income for such years.
Particulars Three months ended Fiscal
June 30, 2025 2025 2024 2023
(₹ Percentage (₹ million) Percentage (₹ Percentage of (₹ Percentage of
million) of Total of Total million) Total Income million) Total Income
Income Income (%) (%)
(%) (%)
Income
Revenue from 2,835.19 96.87% 12,560.71 98.35% 12,475.22 98.39% 9,021.74 98.01%
operations
Other income 91.49 3.13% 210.35 1.65% 204.50 1.61% 183.08 1.99%
Total Income 2,926.68 100.00% 12,771.06 100.00% 12,679.72 100.00% 9,204.82 100.00%
Expenses
Cost of materials 855.58 29.23% 4,277.33 33.49% 5,424.71 42.78% 5,007.69 54.40%
consumed
442Particulars Three months ended Fiscal
June 30, 2025 2025 2024 2023
(₹ Percentage (₹ million) Percentage (₹ Percentage of (₹ Percentage of
million) of Total of Total million) Total Income million) Total Income
Income Income (%) (%)
(%) (%)
Purchase of stock- 69.11 2.36% 299.47 2.34% 369.77 2.92% 343.24 3.73%
in-trade
Changes in 13.02 0.44% 26.09 0.20% 155.95 1.23% (87.07) (0.95)%
inventories of stock-
in-trade and work-in
progress
Employee benefits 299.73 10.24% 1,041.72 8.16% 903.50 7.13% 628.24 6.83%
expense
Finance costs 337.51 11.53% 1,091.17 8.54% 204.02 1.61% 118.34 1.29%
Depreciation and 138.32 4.73% 551.93 4.32% 348.23 2.75% 353.48 3.84%
amortisation
expense
Other expenses 735.90 25.14% 3,038.79 23.79% 2,270.07 17.90% 1,525.52 16.57%
Total expenses 2,449.17 83.68% 10,326.50 80.86% 9,676.25 76.31% 7,889.44 85.71%
Profit/(Loss) 477.51 16.32% 2,444.56 19.14% 3,003.47 23.69% 1,315.38 14.29%
before exceptional
items and tax
Exceptional items - - 1,100.00 8.61% - - - -
Profit/(Loss) 477.51 16.32% 3,544.56 27.75% 3,003.47 23.69% 1,315.38 14.29%
before tax
Tax expense:
Current tax 141.88 4.85% 812.60 6.36% 587.65 4.63% 214.13 2.33
%
Deferred tax ( 3.63) (0.12)% ( 90.18) (0.71)% (75.83) (0.60)% (74.72) (0.81)%
Tax provision in - - - - - - (0.75) (0.01)%
respect of earlier
years
Total tax expense 138.25 4.72% 722.42 5.66% 511.82 4.04% 138.66 1.51%
Profit/(loss) for the 339.26 11.59% 2,822.14 22.10% 2,491.65 19.65% 1,176.72 12.78%
period/year
Three months ended June 30, 2025
Total Income
Our total income was ₹ 2,926.68 million in the three months ended June 30, 2025.
Revenue from operations
Our revenue from operations was ₹ 2,835.19 million in the three months ended June 30, 2025, comprising sale of products of
₹ 2,400.83 million, sale of services of ₹ 412.91 million and other operating revenue of ₹ 21.45 million.
Other Income
Our other income was ₹ 91.49 million in the three months ended June 30, 2025, primarily comprising interest income of ₹ 10.68
million, and other non-operating income of ₹ 42.60 million, as well as profit on sale of investment of ₹ 20.97 million.
Total Expenses
Our total expenses were ₹ 2,449.17 million in the three months ended June 30, 2025.
Cost of Materials Consumed
Cost of materials consumed was ₹ 855.58 million in the three months ended June 30, 2025.
Employee Benefits Expense
443Our employee benefits expense was ₹ 299.73 million in the three months ended June 30, 2025, primarily on account of salaries,
wages and bonus of ₹ 248.35 million.
Finance Costs
Our finance costs were ₹ 337.51 million in the three months ended June 30, 2025, primarily on account of interest expense on
financial liabilities measured at amortised cost on debentures of ₹ 308.80 million.
Depreciation and Amortisation Expenses
Our depreciation and amortisation expenses were ₹ 138.32 million in the three months ended June 30, 2025, primarily
comprising depreciation of right-of-use asset of ₹ 63.41 million and depreciation of property, plant and equipment ₹ 73.61
million.
Other Expenses
Our other expenses were ₹ 735.90 million in the three months ended June 30, 2025, primarily due to:
• freight of ₹ 120.34 million in the three months ended June 30, 2025;
• service charges of ₹ 71.29 million in the three months ended June 30, 2025;
• power and fuel of ₹ 32.74 million in the three months ended June 30, 2025;
• rent expense of ₹ 46.72 million in the three months ended June 30, 2025;
• repairs and maintenance of ₹ 51.79 million in the three months ended June 30, 2025;
• labour charges of ₹ 120.29 million in the three months ended June 30, 2025;
• brand and strategic management services fee of ₹ 63.03 million in the three months ended June 30, 2025; and
• consumption of stores and spare parts of ₹ 65.69 million in the three months ended June 30, 2025.
Tax Expenses
Our total tax expenses were ₹ 138.25 million in the three months ended June 30, 2025, primarily due to current tax of ₹ 141.88
million and deferred tax credit of ₹ 3.63 million.
Profit for the Period
As a result of the foregoing factors, our profit for the period was ₹ 339.26 million in the three months ended June 30, 2025.
Fiscal 2025 compared to Fiscal 2024
Total Income
Our total income increased by 0.72% from ₹ 12,679.72 million in Fiscal 2024 to ₹ 12,771.06 million in Fiscal 2025, primarily
due to an increase in our revenue from operations and other income as discussed below:
Revenue from operations
Our revenue from operations increased by 0.69% from ₹ 12,475.22 million in Fiscal 2024 to ₹ 12,560.71 million in Fiscal 2025,
primarily due to an increase in the revenue from sales of services which increased by 25.09% from ₹ 1,475.33 million in Fiscal
2024 to ₹ 1,845.43 million in Fiscal 2025 due to increase in secure logistics services. Other operating revenue increased by
41.68% from ₹ 78.65 million in Fiscal 2024 to ₹ 111.43 million in Fiscal 2025 primarily due to an increase in sale of waste
materials and rebate on bulk mailing services.
This was slightly offset by a decrease in sale of products by 2.91% from ₹ 10,921.24 million in Fiscal 2024 to ₹ 10,603.85
million in Fiscal 2025 owing to lower volume of chip-based payment cards.
Other Income
Our other income increased by 2.86% from ₹ 204.50 million in Fiscal 2024 to ₹ 210.35 million in Fiscal 2025, primarily as a
result of an increase in other non-operating income by 191.34% from ₹ 25.18 million in Fiscal 2024 to ₹ 73.36 million in Fiscal
2025. This was primarily due to financial guarantee commission.
Total Expenses
444Our total expenses increased by 6.72% from ₹ 9,676.25 million in Fiscal 2024 to ₹ 10,326.50 million in Fiscal 2025.
Cost of Materials Consumed
Cost of materials consumed decreased by 21.15% from ₹ 5,424.71 million in Fiscal 2024 to ₹ 4,277.33 million in Fiscal 2025
due to reduction in the volume of overall payment cards manufactured and sold as well as reduction in cost of major raw
materials.
Employee Benefits Expense
Our employee benefits expense increased by 15.30% from ₹ 903.50 million in Fiscal 2024 to ₹ 1,041.72 million in Fiscal 2025
due to an increase in the number employees from 1,005 as of March 31, 2024 to 1,831 as of March 31, 2025 as well as annual
increments and performance incentives given to employees in Fiscal 2025.
Finance Costs
Our finance costs increased by 434.83% from ₹ 204.02 million in Fiscal 2024 to ₹ 1,091.17 million in Fiscal 2025 primarily
due to an increase in our interest paid on debentures from ₹ 124.37 million in Fiscal 2024 to ₹ 991.31 million in Fiscal 2025.
This was primarily attributable to debentures amounting to ₹ 4,500.00 million issued in March 2024.
Depreciation and Amortisation Expenses
Our depreciation and amortisation expenses increased by 58.50% from ₹ 348.23 million in Fiscal 2024 to ₹ 551.93 million in
Fiscal 2025, primarily due to an increase in depreciation of right-of-use asset from ₹ 100.39 million in Fiscal 2024 to ₹ 200.89
million in Fiscal 2025, primarily owing to additional machines taken on lease term during the year to cater to production
requirements and an increase in depreciation of property, plant and equipment from ₹ 220.06 million in Fiscal 2024 to ₹ 325.25
million in Fiscal 2025.
Other Expenses
Our other expenses increased by 33.86% from ₹ 2,270.07 million in Fiscal 2024 to ₹ 3,038.79 million in Fiscal 2025, in
aggregate, primarily due to:
• increase in consumption of stores and spare parts by 50.94% from ₹ 232.79 million in Fiscal 2024 to ₹ 351.38
million in Fiscal 2025 on account of replacement of machine parts required due to breakdown of machinery in the
ordinary course of operations;
• increase in freight from ₹ 390.39 million in Fiscal 2024 to ₹ 552.60 million in Fiscal 2025 attributable to growth in
the secured logistics business for delivery of cards to end consumers;
• increase in labour charges paid by 27.66% from ₹ 375.03 million in Fiscal 2024 to ₹ 478.75 million in Fiscal 2025
owing to additional contract labour engaged to cater to additional production facilities set up during the year;
• increase in brand and strategic management service fee from ₹ 26.92 million in Fiscal 2024 to ₹ 356.86 million in
Fiscal 2025 attributable to user royalty and management fee paid;
• increase in webhosting / software charges from ₹ 14.46 million in Fiscal 2024 to ₹ 46.62 million in Fiscal 2025
attributable to lower dependency on external agencies for IT software services;
• and an increase in repairs and maintenance from ₹ 116.28 million to ₹ 237.28 million in Fiscal 2025 attributable to
regular repairs and maintenance activities undertaken across all factory premises during the year.
Exceptional Items
Exceptional items was ₹ 1,100.00 million in Fiscal 2025. During Fiscal 2025, the Company acquired 10,000 fully paid-up
equity shares of Primacy Industries Private Limited, each with a nominal value of ₹ 100 representing 0.19% of the equity share
capital of Primacy Industries Private Limited for a consideration of ₹ 1.35 million and 33,990,000 fully paid-up compulsory
convertible debentures of Primacy Industries Private Limited, each with a nominal value of ₹ 100 for a consideration of ₹
4,498.65 million. These instruments were subsequently sold to MTL, resulting in a recognized profit of ₹ 1,100.00 million.
Tax Expense
Our total tax expense increased from ₹ 511.82 million in Fiscal 2024 to ₹ 722.42 million in Fiscal 2025. This was primarily
owing to an increase in current tax from ₹ 587.65 million in Fiscal 2024 to ₹ 812.60 million in Fiscal 2025, and an increase in
deferred tax credit by 18.92% from ₹ 75.83 million in Fiscal 2024 to deferred tax credit of ₹ 90.18 million in Fiscal 2025.
Profit for the Year
445As a result of the foregoing factors, our profit for the year was ₹ 2,822.14 million in Fiscal 2025 compared to ₹ 2,491.65 million
in Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
Total Income
Our total income increased by 37.75% from ₹ 9,204.82 million in Fiscal 2023 to ₹ 12,679.72 million in Fiscal 2024, primarily
due to an increase in our revenue from operations and other income as discussed below:
Revenue from operations
Our revenue from operations increased by 38.28% from ₹ 9,021.74 million in Fiscal 2023 to ₹ 12,475.22 million in Fiscal 2024,
primarily due to an increase in the revenue from sale of products by 35.40% from ₹ 8,065.64 million in Fiscal 2023 to ₹
10,921.24 million in Fiscal 2024. The increase was primarily due to an increase in the volume of both chip-based payment
cards and identity solutions sold by us in Fiscal 2024 which increase from 168.34 million in Fiscal 2023 to 229.99 million chip-
based payment cards and identity solutions in Fiscal 2024. Sales of services increased by 66.36% from ₹ 886.85 million in
Fiscal 2023 to ₹ 1,475.33 million in Fiscal 2024 due to increase in card personalisation and secure logistics services in line with
increase in volume of cards supplied. Other operating revenue increased by 13.57% from ₹ 69.25 million in Fiscal 2023 to ₹
78.65 million in Fiscal 2024 primarily due to increase in duty drawback and rebate on bulk mailing services.
Other Income
Our other income increased by 11.70% from ₹ 183.08 million in Fiscal 2023 to ₹ 204.50 million in Fiscal 2024, primarily as a
result of an increase in interest income by 36.82% from ₹ 111.43 million in Fiscal 2023 to ₹ 152.46 million in Fiscal 2024. This
was primarily due to the investment of surplus funds into bank deposits.
Total Expenses
Our total expenses increased by 22.65% from ₹ 7,889.44 million in Fiscal 2023 to ₹ 9,676.25 million in Fiscal 2024.
Cost of Materials Consumed
Cost of materials consumed increased by 8.33% from ₹ 5,007.69 million in Fiscal 2023 to ₹ 5,424.71 million in Fiscal 2024
due to increase in the volume of payment cards sold.
Employee Benefits Expense
Our employee benefits expense increased by 43.81% from ₹ 628.24 million in Fiscal 2023 to ₹ 903.50 million in Fiscal 2024
due to an increase in the number of employees from 1,047 as of March 31, 2023 to 1,304 as of March 31, 2024 as well as annual
increments and performance incentives given to employees in Fiscal 2024.
Finance Costs
Our finance costs increased by 72.40% from ₹ 118.34 million in Fiscal 2023 to ₹ 204.02 million in Fiscal 2024 primarily due
to an increase in our interest paid on debentures from ₹ 21.21 million in Fiscal 2023 to ₹ 124.37 million in Fiscal 2024. This
was primarily attributable to debentures amounting to ₹ 4,500.00 million issued in March 2024.
Depreciation and Amortisation Expenses
Our depreciation and amortisation expenses decreased by 1.49% from ₹ 353.48 million in Fiscal 2023 to ₹ 348.23 million in
Fiscal 2024, primarily due to a decrease in depreciation of property, plant and equipment from ₹ 279.12 million in Fiscal 2023
to ₹ 220.06 million in Fiscal 2024, and the same is partially offset by increase in depreciation of right of use assets from ₹ 43.58
million in Fiscal 2023 to ₹ 100.39 million in Fiscal 2024, primarily owing to additional machines taken on lease term during
the year to cater to production requirements.
Other Expenses
Our other expenses increased by 48.81% from ₹ 1,525.52 million in Fiscal 2023 to ₹ 2,270.07 million in Fiscal 2024, in
aggregate, primarily due to:
• increase in consumption of stores and spare parts by 71.69% from ₹ 135.59 million in Fiscal 2023 to ₹ 232.79
million in Fiscal 2024 on account of replacement of machine parts required due to breakdown of machinery in the
ordinary course of operation;
446• increase in freight from ₹ 156.16 million in Fiscal 2023 to ₹ 390.39 million in Fiscal 2024 attributable to growth in
the secured logistics business for delivery of cards to end consumers;
• increase in labour charges paid by 65.31% from ₹ 226.87 million in Fiscal 2023 to ₹ 375.03 million in Fiscal 2024
owing to additional contract labour engaged to cater to the higher demand for products;
• legal and professional charges from ₹ 13.54 million in Fiscal 2023 to ₹ 129.03 million in Fiscal 2024, primarily due
to legal and professional services obtained from various legal and tax consultants involved in fund raising activities
and acquisitions undertaken during Fiscal 2024.
Tax Expense
Our total tax expense increased from ₹ 138.66 million in Fiscal 2023 to ₹ 511.82 million in Fiscal 2024, primarily due a
corresponding increase in taxable income. This was primarily owing to an increase in current tax from ₹ 214.13 million in
Fiscal 2023 to ₹ 587.65 million in Fiscal 2024, and an increase in deferred tax credit by 1.49% from ₹ 74.72 million in Fiscal
2023 to deferred tax credit of ₹ 75.83 million in Fiscal 2024.
Profit for the Year
As a result of the foregoing factors, our profit for the year was ₹ 1,176.72 million in Fiscal 2023 compared to ₹ 2,491.65 million
in Fiscal 2024.
FINANCIAL CONDITION
The following table sets forth our selected financial data as of March 31, 2023, 2024 and 2025, and June 30, 2025:
Particulars As at June 30, As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
2025
(₹ in million)
ASSETS
Non-current assets
Property, plant and equipment 1,066.59 1,133.62 893.43 1,036.74
Right-of-use assets 1,082.46 992.06 437.70 183.94
Capital work-in-progress 242.23 120.89 38.27 1.52
Other intangible assets 24.50 25.80 50.27 73.48
Financial assets
(i) Investments 0.40 0.40 0.40 0.40
(ii) Other financial assets 135.60 161.77 202.56 188.35
Non-current tax assets (net) 22.00 22.00 32.75 74.06
Deferred tax assets (net) 259.32 228.76 113.89 56.24
Other non-current assets 124.04 141.15 180.52 76.84
Total non-current assets 2,957.14 2,826.45 1,949.79 1,691.57
Current assets
Inventories 1,251.07 1,094.42 1,121.34 1,423.06
Financial assets
(i) Investments 1,176.90 1,718.74 - -
(ii) Trade receivables 1,905.86 1,390.66 1,192.40 1,525.61
(iii) Cash and cash equivalents 216.69 300.84 5,046.32 49.26
(iv) Bank balances other than (ii) 494.12 551.98 390.31 122.30
above
(vi) Loans - - 1,001.14 1,040.54
(vii) Other financial assets 212.93 5,805.22 96.87 88.78
Other current assets 420.16 408.38 228.92 193.41
Total current assets 5,677.73 11,270.24 9,077.30 4,442.96
Total Assets 8,634.87 14,096.69 11,027.09 6,134.53
EQUITY AND LIABILITIES
EQUITY
Equity share capital 444.73 413.61 413.61 413.61
Other equity 5,175.47 2,628.86 482.51 (1,344.27)
Total equity 5,620.20 3,042.47 896.12 (930.66)
LIABILITIES
Non-current liabilities
Financial liabilities
(i) Borrowings 1.81 3,574.13 4,283.79 414.34
(ii) Lease liabilities 702.91 678.14 313.34 132.07
(iii) Other financial liabilities - - 3,618.45 3,600.00
Provisions 23.12 17.92 7.93 5.19
447Particulars As at June 30, As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
2025
(₹ in million)
Total non-current liabilities 727.84 4,270.19 8,223.51 4,151.60
Current liabilities
Financial liabilities
(i) Borrowings 0.39 1,154.53 210.95 551.87
(ii) Lease liabilities 274.87 238.49 116.03 52.38
(iii) Trade payables
(a) total outstanding dues of micro 23.00 19.28 20.23 14.31
enterprises and small enterprises
(b) total outstanding dues of 1,066.69 898.32 867.94 1,300.73
creditors other than micro
enterprises and small enterprises
(iv) Other financial liabilities 222.69 3,879.14 271.10 619.33
Other current liabilities 180.64 174.71 134.84 113.72
Provisions 349.56 306.51 247.70 236.90
Current tax liabilities (net) 168.99 113.05 38.67 24.35
Total current liabilities 2,286.83 6,784.03 1,907.46 2,913.59
Total liabilities 3,014.67 11,054.22 10,130.97 7,065.19
Total equity and liabilities 8,634.87 14,096.69 11,027.09 6,134.53
Assets
As of June 30, 2025, we had total assets of ₹ 8,634.87 million. As of March 31, 2025 we had total assets of ₹ 14,096.69 million
as compared to ₹ 11,027.09 million as of March 31, 2024 and ₹ 6,134.53 million as of March 31, 2023.
Non-current assets
Non-current assets as of June 30, 2025 were ₹ 2,957.14 million. Non-current assets increased from ₹ 1,691.57 million as of
March 31, 2023 to ₹ 1,949.79 million as of March 31, 2024 and ₹ 2,826.45 million as of March 31, 2025. This was primarily
of account of increases in (i) right-of-use assets from ₹ 183.94 million as of March 31, 2023 to ₹ 437.70 million as of March
31, 2024, ₹ 992.06 million as of March 31, 2025 and ₹ 1,082.46 million as of June 30, 2025, primarily due to an increase in
machines leased for our new card manufacturing facility including for manufacturing metal cards and setting-up of new facilities
in Noida, Uttar Pradesh and Chennai, Tamil Nadu which are held under long-term leases; and (ii) capital work-in-progress from
₹ 1.52 million as of March 31, 2023 to ₹ 38.27 million as of March 31, 2024, ₹ 120.89 million as of March 31, 2025 and ₹
242.23 million as of June 30, 2025 primarily on account of expansion of the facility being carried out at Manipal. Deferred tax
assets (net) increased from ₹ 56.24 million as of March 31, 2023 to ₹ 259.32 million as of June 30, 2025.
Current assets
Current assets as of June 30, 2025 were ₹ 5,677.73 million. Current assets increased from ₹ 4,442.96 million as of March 31,
2023 to ₹ 9,077.30 million as of March 31, 2024 and ₹ 11,270.24 million as of March 31, 2025. This was primarily of account
of increases in: (i) trade receivables from ₹ 1,525.61 million as of March 31, 2023 to ₹ 1,192.40 million as of March 31, 2024,
₹ 1,390.66 million as of March 31, 2025, and ₹ 1,905.86 million as of June 30, 2025, primarily due to delays in receivables
from customers on account of invoices for the acquired VDP business and Revenue Assurance business as customers were
required to update their systems on account of the novation of contracts in favour of our Company; and (ii) other current assets
of ₹ 193.41 million as of March 31, 2023 to ₹ 228.92 million as of March 31, 2024, ₹ 408.38 million as of March 31, 2025 and
₹ 420.16 million as of June 30, 2025 primarily due to increase in fixed deposits and mutual funds. Cash and cash equivalents
increased from ₹ 49.26 million as of March 31, 2023 to ₹ 216.69 million as of June 30, 2025 on account of regular liquid
working capital float. Loans reduced from ₹ 1,040.54 million as of March 31, 2023 to nil as of June 30, 2025 due to refund of
entire amount by the borrower.
Liabilities
As of June 30, 2025, we had total liabilities of ₹ 3,014.67 million. As of March 31, 2025, we had total liabilities of ₹ 11,054.22
million, compared to ₹ 10,130.97 million as of March 31, 2024 and to ₹ 7,065.19 million as of March 31, 2023.
Non-current Liabilities
Non-current liabilities as of June 30, 2025 were ₹ 727.84 million. Non-current liabilities ₹ 4,151.60 million as of March 31,
2023, ₹ 8,223.51 million as of March 31, 2024 and ₹ 4,270.19 million as of March 31, 2025. This was primarily on account of
increases in (i) borrowings from ₹ 414.34 million as of March 31, 2023 to ₹ 4,283.79 million as of March 31 2024, ₹ 3,574.13
million as of March 31, 2025, and ₹ 1.81million as of June 30, 2025, primarily on account of issuance of debentures in Fiscal
2024 for further investment which was repaid in full subsequently; and (ii) lease liabilities from ₹ 132.07 million as of March
31, 2023 to ₹ 313.34 million as of March 31, 2024, ₹ 678.14 million as of March 31, 2025 and ₹ 702.91 million as of June 30,
4482025 primarily due to an increase in machines leased for new card manufacturing facility including for manufacturing of metal
cards and new facility set-up in Noida, Uttar Pradesh and Chennai, Tamil Nadu which are on long term lease due.
Current Liabilities
Current liabilities as of June 30, 2025 were ₹ 2,286.83 million.
Current liabilities were ₹ 2,913.59 million as of March 31, 2023, ₹ 1,907.46 million as of March 31, 2024, and ₹ 6,784.03
million as of March 31, 2025. This was primarily on account of other financial liabilities of ₹ 619.33 million as of March 31,
2023, ₹ 271.10 million as of March 31, 2024, ₹ 3,879.14 million as of March 31, 2025, and ₹ 222.69 million as of June 30,
2025.
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed the expansion of our business and operations through a combination of internal accruals and
external borrowings.
Cash Flows
The following table sets forth certain information relating to our cash flows in the periods indicated:
Particulars Three months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025
(₹ million)
Net cash (used in)/generated from 338.37 2,843.80 3,085.67 432.49
operating activities
Net cash flow (used in)/generated from 2,510.04 (5,861.26) (758.80) 69.38
investing activities
Net cash (used in)/generated financing (2,931.88) (1,727.89) 2,670.19 (456.34)
activities
Net (decrease)/ increase in cash and (83.47) (4,745.35) 4,997.06 45.53
cash equivalents
Cash and cash equivalents at the end 216.69 300.84 5,046.32 49.26
of the period / year
Operating Activities
Three months ended June 30, 2025
Net cash generated from operating activities was ₹ 338.37 million in the three months ended June 30, 2025. In the three months
ended June 30, 2025, our profit before tax was ₹ 477.51 million. Primary adjustments consisted of interest expense carried at
amortized cost of ₹ 310.50 million, depreciation and amortisation expenses of ₹ 138.34 million.
Operating profit before working capital changes was ₹ 910.67 million in the three months ended June 30, 2025. The main
working capital adjustments in the three months ended June 30, 2025 included increase in trade receivables of ₹ 521.26 million,
increase in inventories of ₹ 156.65 million, and increase in trade payables of ₹ 174.98 million.
Fiscal 2025
Net cash generated from operating activities was ₹ 2,843.80 million in Fiscal 2025. In Fiscal 2025, our profit before tax was ₹
3,544.56 million. Primary adjustments consisted of depreciation and amortization expense of ₹ 551.92 million, interest expense
carried at amortized cost of ₹ 1,007.82 million and profit on disposal of investment ₹ 1,104.39 million.
Operating profit before working capital changes was ₹ 3,973.67 million in Fiscal 2025. The main working capital adjustments
in Fiscal 2025 included increase in loans and advances and other assets of ₹ 304.73 million, increase in trade receivables of ₹
151.96 million and decrease in inventories of ₹ 26.92 million.
Fiscal 2024
Net cash generated from operating activities was ₹ 3,085.67 million in Fiscal 2024. In Fiscal 2024, our profit before tax was ₹
3,003.47 million. Primary adjustments consisted of depreciation and amortization expense of ₹ 348.23 million and interest
expense carried at amortized cost of ₹ 152.80 million.
Operating profit before working capital changes was ₹ 3,466.80 million in Fiscal 2024. The main working capital adjustments
in Fiscal 2024 included increase in loans and advances and other assets of ₹ 738.40 million, decrease in trade payable of ₹
423.88 million and increase in other liabilities of ₹ 720.05 million.
449Fiscal 2023
Net cash generated from operating activities was ₹ 432.49 million in Fiscal 2023. In Fiscal 2023, our profit before tax was ₹
1,315.38 million. Primary adjustments consisted of depreciation and amortization expense of ₹353.48 million and interest
expense carried at amortized cost of ₹ 82.67 million.
Operating profit before working capital changes was ₹ 1,670.63 million in Fiscal 2023. The main working capital adjustments
in Fiscal 2023 included increase in trade receivables of ₹ 1039.43 million, increase in inventories of ₹ 644.75 million, and
increase in trade payables of ₹ 553.61 million.
Investing Activities
Three months ended June 30, 2025
Net cash flow generated from investing activities in the three months ended June 30, 2025 was ₹ 2,510.04 million, primarily
due to proceeds from sales of shares and debentures of ₹ 5,594.40 million, acquisition on account of Business combination of
₹ 3,600.00 million, and deposits with banks of ₹ 87.42 million.
Fiscal 2025
Net cash flow used in investing activities in Fiscal 2025 was ₹ 5,861.26 million, primarily due to investment in shares and
debentures of ₹ 4,500.00 million and investments in mutual funds of ₹ 1,705.00 million, which was partially offset by to
repayment of inter-corporate loan given ₹ 1,001.14 million.
Fiscal 2024
Net cash flow used in investing activities in Fiscal 2024 was ₹ 758.80 million, primarily due to deposit with banks of ₹273.17
million, payment for acquisition of property plant and equipment and intangible assets of ₹ 118.09 million and acquisition on
account of business combination of ₹ 550.00 million, which were partially offset by interest received of ₹ 143.05 million.
Fiscal 2023
Net cash flow generated from investing activities in Fiscal 2023 was ₹ 69.38 million, primarily due to repayment of
intercorporate loan given of ₹ 106.22 million and interest received of ₹ 107.07 million. These were partially offset by deposits
with banks of ₹ 125.18 million.
Financing Activities
Three months ended June 30, 2025
Net cash flow used in financing activities in the three months ended June 30, 2025 was ₹ 2,931.88 million, primarily on account
of repayment of debentures of ₹ 2,500.00 million, interest expense of ₹ 346.06 million, and principal element of lease payments
of ₹ 66.61 million.
Fiscal 2025
Net cash flow used in financing activities in Fiscal 2025 was ₹ 1,727.89 million , primarily on account of Impact on account of
common control business combination of ₹ 693.62 million, Interest expense of ₹ 627.09 million, and Principal element of lease
payments of ₹ 197.29 million.
Fiscal 2024
Net cash flow generated from financing activities in Fiscal 2024 was ₹ 2,670.19 million, primarily on account of proceeds of
debentures issued during the year of ₹ 4,500 million. This was offset in part by net proceeds from banks of ₹ 636.14 million,
repayment of debentures during the year of ₹ 195.15 million, principal element of lease payments of ₹ 92.03 million, interest
expense of ₹ 150.93 million and dividend on equity shares of ₹ 41.36 million.
Fiscal 2023
Net cash flow used in financing activities in Fiscal 2023 was ₹ 456.34 million, primarily on account of impact on account of
common control business combination of ₹ 566.41 million, interest expense of ₹ 82.49 million, principal element of lease
payments of ₹ 39.64 million, dividend on equity shares of ₹ 41.36 million. These were partially offset by proceeds of debentures
issued during the year of ₹ 350.00 million.
INDEBTEDNESS
450As of June 30, 2025, we had total borrowings of ₹ 2.20 million. The following table sets forth certain information relating to
maturity profile of our outstanding borrowings as of June 30, 2025:
Particulars Carrying value Less Than 1 1 – 5 Years 5 years and Total
Year above
(₹ million)
Borrowings 2.20 0.39 2.35 - 2.74
For further information on our outstanding indebtedness, see “Financial Indebtedness” on page 456.
CONTINGENT LIABILITIES
The following table below sets forth the principal components of our contingent liabilities as per Ind AS 37 – Provisions,
Contingent Liabilities and Contingent Assets, as of June 30, 2025:
Particulars As at June 30, 2025
(₹ million)
Claims against the Group not acknowledged as debt
Taxation
Central excise (Paid under protest: As at June 30, 2025: ₹ 60.35 million; As at March 31, 2025: ₹ 1,348.63
60.35 million; March 31, 2024: ₹ 60.35 million; March 31, 2023: ₹ 60.35 million)
VAT & CST (Paid under protest: As at June 30, 2025: ₹ 0.94 million; As at March 31, 2025: ₹ 0.94 0.94
million; March 31, 2024: ₹ 2.00 million; March 31, 2023: ₹ 7.16 million)
Customs duty (Paid under protest: As at June 30, 2025: ₹ 4.50 million; As at March 31, 2025: ₹ 51.48
4.50 million; March 31, 2024: ₹ 2.04 million; March 31, 2023: ₹ 2.04 million)
GST (Paid under protest: As at June 30, 2025: ₹ 0.82 million; As at March 31, 2025: 0.01; March 8.43
31, 2024: Nil; March 31, 2023: Nil )
Guarantee
Letter of credit 56.64
Bank guarantee 753.68
Corporate guarantee 3,418.73
For further information of our contingent liabilities as at June 30, 2025 as per Ind AS 37, see “Restated Financial Information
– Note 45 – Contingent liabilities and contingent assets” on page 403.
CAPITAL COMMITMENTS
The table below sets forth our commitments as of June 30, 2025:
Particulars As of June 30, 2025
(₹ million)
Estimated amount of contracts remaining to be executed on capital account and not provided for 374.19
For further information on our commitments as at June 30, 2025, see “Restated Financial Information – Note 45 – Contingent
liabilities and contingent assets” on page 403.
OFF-BALANCE SHEET COMMITMENTS AND 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.
RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. Related parties with whom transactions
have taken place during the year/period include sale of services (printing and other charges), sale of materials, purchase of
materials, rent paid and dividend distributed. Set forth below are details of our related party transactions in each of the
corresponding periods:
Three months ended June 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Related Party Percentage of Related Party Percentage of Related Party Percentage of Related Party Percentage of
Transactions (₹ Revenue Transactions Revenue Transactions Revenue Transactions Revenue from
million) from (₹ million) from (₹ million) from (₹ million) Operations
Operations Operations Operations (%)
(%) (%) (%)
760.04 26.81% 12,071.24 96.10% 1,038.97 8.33% 5886.30 65.25%
451AUDITOR OBSERVATIONS
There are no qualifications, reservations and adverse remarks by our Statutory Auditor in our Restated Financial Information.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Company has exposure to the following risks arising from financial instruments:- credit risk, liquidity risk and market risk.
Our Board of Directors has overall responsibility for the establishment and oversight of our risk management framework. Our
Board of Directors is responsible for developing and monitoring our risk management policies and these policies are established
to identify and analyse the risks faced by us, to set appropriate risk limits and controls to monitor risks and adherence to limits.
Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities.
Through our training and management standards and procedures, we aim to maintain a disciplined and constructive control
environment in which all employees understand their roles and obligations. Our management monitors compliance with our
risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks
faced by us. The Board is also assisted by internal audits. Internal audit undertakes both regular and ad hoc reviews of risk
management controls and procedures, the results of which are reported to the Board.
Credit Risk
Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from our Company's receivables from customers. Our Company’s exposure to
credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the
factors that may influence the credit risk of our customer base, including the default risk associated with the industry and
country in which customers operate. Credit risk is managed through credit approvals, establishing credit limits and continuously
monitoring the creditworthiness of customers to which our Company grants credit terms in the normal course of business. On
account of adoption of Ind AS 109, our Company uses expected credit loss model to assess impairment loss or gain.
Liquidity Risk
Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with our financial
liabilities that are settled by delivering cash or another financial asset. Our Company’s approach to managing liquidity is to
ensure that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to our Company’s reputation. Our Company's treasury department is
responsible for liquidity and funding. In addition, policies and procedures relating to such risks are overseen by the management.
Our principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.
Market Risk
Market risk is the risk of loss in future earnings that may result from a change in the value of a financial instrument. The value
of a financial Instrument may change as a result of changes in interest rates, foreign currency rates or other market changes.
We manage market risk through a treasury department, which evaluates and exercises independent control over the entire
process of market risk management.
Foreign Exchange Risk
Foreign currency risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rate. We transact business in our functional currency (INR) and in other foreign currencies. Our exposure
to the risk of changes in foreign exchange rates relates primarily to our operating activities, where revenue or expense is
denominated in a foreign currency.
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. Our exposure to the risk of changes in market interest rates relates primarily to our debt obligations with
floating interest rates. We manage our interest rates by selection of appropriate type of borrowings and by negotiation with
bankers.
CAPITAL EXPENDITURE
Our payments for acquisition of property, plant and equipment and intangible assets were ₹ 149.54 million, ₹ 659.96 million,
₹ 118.09 million and₹ 18.73 million, in the three months ended June 30, 2025 and in Fiscals 2025, 2024 and 2023, respectively.
SIGNIFICANT ECONOMIC CHANGES
452Other than as described in this Updated Draft Red Herring Prospectus - I, there are no other significant economic changes that
materially affect or are likely to affect income from continuing operations.
UNUSUAL OR INFREQUENT EVENTS OF TRANSACTIONS
Except as described in this Updated Draft Red Herring Prospectus - I, to our knowledge, there have been no “unusual” or
“infrequent” events or transactions that have in the past or may in the future affect our business operations or future financial
performance.
KNOWN TRENDS OR UNCERTAINTIES
Our business has been affected and we expect will continue to be affected by the trends identified above in “– Significant
Factors Affecting Our Results of Operations and Financial Condition” and the uncertainties described in “Risk Factors”
beginning on pages 427 and 33, respectively. To our knowledge, except as described or anticipated in this Updated Draft Red
Herring Prospectus - I, there are no known factors which we expect will have a material adverse impact on our revenues or
income from continuing operations.
FUTURE RELATIONSHIP BETWEEN COST AND INCOME
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 33, 265 and 427, respectively, there are no known factors that might affect the
future relationship between costs and revenues.
NEW PRODUCTS OR BUSINESS SEGMENTS
Except as set out in this Updated Draft Red Herring Prospectus - I, we have not announced and do not expect to announce in
the near future any new business segments other than in the normal course of business.
COMPETITIVE CONDITIONS
We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on pages 265, 155
and 33, respectively, for further information on competitive conditions that we face.
EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES
VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES
Changes in revenue in the last three Fiscals and the three months ended June 30, 2025 are as described in “– three months
ended June 30, 2025”, “– Fiscal 2025 compared to Fiscal 2024”, and “– Fiscal 2024 compared to Fiscal 2023”, above on
pages 443, 444 and 446, respectively.
SEGMENT REPORTING
We operate under a single reportable segment, being “Payment and Identity Solutions”.
Disaggregated Revenue Information
The table below presents disaggregated revenues from contracts with customers for the year reporting year by type of
products/services, geographical regions and by activity undertaken. We believe that this disaggregation best depicts how the
nature, amount and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors:
Particulars Three months Fiscal 2025 Fiscal 2024 Fiscal 2023
ended June 30,
2025
(₹ million)
Sale of Products
Cards- Manufactured and traded 1,652.93 7,334.84 7,437.00 5,298.16
Cheque books, collaterals and identity cards 277.85 1,107.54 1,096.26 769.88
Tax stamps, Holograms, Thermal and RFID products 411.44 1,585.12 2,160.62 1,594.33
Others 80.07 642.37 268.76 437.26
Sale of Services
Personalization of Cards 119.83 548.65 856.75 546.33
Others 293.07 1,342.19 655.83 375.78
Total 2,835.19 12,560.71 12,475.22 9,021.74
SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS
453We depend on a few customers, as disclosed in “Risk Factors – Our top 10 customers accounted for 69.22%, 60.98%, 62.51%
and 69.94% of our revenue from operations in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023,
respectively. Loss of any of our key customers, or reduction in revenue earned from such key customers, may have an
adverse effect on our business, financial condition and results of operations.” on page 34.
SEASONALITY/ CYCLICALITY OF BUSINESS
See “Risk Factors – Under-utilization of our manufacturing facilities, personalization bureaus and printing facilities could
have an adverse effect on our business, results of operations and financial condition.” on page 47.
SIGNIFICANT DEVELOPMENTS AFTER JUNE 30, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF
OPERATIONS
No circumstances have arisen after June 30, 2025 which materially and adversely affect or are likely to affect our operations or
profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.
454CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as on June 30, 2025, on the basis of amounts derived from our
Restated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with the sections titled
“Risk Factors”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”, on pages 33, 354 and 427, respectively:
(₹ in million, unless otherwise specified)
Particulars Pre-Offer Post Offer*
As at June 30, 2025
Non-current Borrowings (I) 1.81 [●]
Current Borrowings (II) 0.39 [●]
Total Borrowings (III) = (I) + (II) 2.20 [●]
Equity Share Capital (IV) 444.73 [●]
Other equity (V) 5,175.47 [●]
Total Equity (VI) = (IV)+(V) 5,620.20 [●]
Debt / Equity Ratio (III/VII) 0.00 [●]
Non-current Borrowings / Total Equity (I/VI) 0.00 [●]
Current Borrowings / Total Equity (II/VI) 0.00 [●]
* To be updated at the Prospectus stage.
As certified by Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
Notes:
1. These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
455FINANCIAL INDEBTEDNESS
Our Company has availed loans and other financing arrangements in the ordinary course of business for the purposes of meeting
our working capital and capital expenditure requirements. For details regarding the borrowing powers of our Board, see “Our
Management – Borrowing Powers of our Board” on page 326.
Set forth below is a brief summary of our aggregate outstanding borrowings on a consolidated basis as on August 31, 2025:
(in ₹ million, unless otherwise specified)
Category of borrowing Sanctioned amount as on August 31, Outstanding amount as on August 31,
2025 2025(1)
Secured Fund based
Cash Credit Open Loan 900.00 -
Overdraft 14.50 -
Term Loans 4.91 4.85
Secured non-fund based(1)
Bank guarantee 945.00 919.63(2)
Letter of credit 945.00 26.36(3)
Standby letter of credit 900.00 -
Total (A) 964.41 950.84
Unsecured (B) - -
Total (A+B)(4) 964.41 950.84
Notes:
(1) Includes Rs. 2,745.00 million of facilities as sub-limits.
(2) Includes Bank guarantees issued against Fixed Deposits.
(3) Includes Letter of Credits issued against Fixed Deposits.
(4) Net of sub-limits
Principal terms of the borrowings availed by our Company:
1. Principal terms of other borrowing of our Company
The principal terms of borrowing availed by the Company from South Indian Bank Limited and ICICI Bank Limited are
as follows:
(i) Tenor: The tenor of the Cash Credit Open Loan availed by the Company is 12 months. The tenor for the term loans
availed by the Company ranges from 36 months to 60 months.
(ii) Interest Rate: The effective rate of interest of the Cash Credit Open Loan availed by the Company is 9.10% per
annum which is linked to the marginal cost of funds-based lending rate with a monthly reset. The interest rate on
the term loans availed by the Company ranges from 8.40% to 8.90% per annum.
(iii) Pre-payment penalty: If the Company chooses to pay the outstanding amount, in full or in part, to the lender
before its due date, the loan agreement requires us to pay a pre-payment penalty of up to 1.00% on the sanctioned
limit if the prepayment is done with the own funds and up to 1.00% on the sanctioned limit if the prepayment is
done with the takeover by the other banks and financial institutions.
(iv) Security: In terms of the borrowing availed by the Company where security needs to be created, the Company has
provided security including:
(a) first ranking charge by way of hypothecation of entire current assets (both present and future) of the Company;
(b) Charge over current assets of the Company/ Any other security offered by the Company;
(c) Hypothecation of goods/receivables under LC/ SBLC; and
(d) irrevocable and unconditional personal guarantee issued by Tonse Gautham Pai, the Individual Promoter.
(e) Assets acquired under the term loan facility.
(v) Restrictive Covenants: The financing arrangement with South Indian Bank Limited and ICICI Bank, entails
various conditions and covenants restricting certain corporate actions and we are required to take prior approval of
the lender before carrying out such activities, without which, it would result in an event of default under the
financing arrangement. For instance, certain actions prior to which the Company is required to obtain written
consent of the lender before carrying out such activities, including, among others, for:
456(a) formulate any scheme of amalgamation or reconstruction.
(b) Change in shareholding pattern.
(c) Dilution in the shareholding of the promoters of the Company.
(d) undertake any trading activity other than the sale of products arising out of its own manufacturing operations.
This is an indicative list and there may be such other additional terms under the borrowing arrangement entered
into by the Company.
(vi) Events of default: The borrowing arrangement entered into by the Company, contain certain events, the occurrence
of which, will constitute an event of default, including:
(a) breach of any terms of the loan documents.
(b) failure to comply with any representation or warranty.
(c) Revocation, termination or suspension of material licenses of the Company.
(d) Default in payments/ repayments.
(e) Material adverse change in the financial condition, results of operation or business of the Company affecting
its ability to perform its obligations;
(f) Cross default;
(g) Occurrence of any event that gives reasonable ground for believing that the Company may not be able to
perform or comply with one or more of the obligations thereunder;
(h) Failure to create security when property secured is destroyed, sold or disposed or reduction in the value of
the property;
(i) Death, insolvency, failure in business, commission of an act of bankruptcy, order for winding up, general
assignment of benefit;
(j) Failure to create security within the stipulated timelines;
(vii) Consequences of occurrence of events of default: In terms of the facility document, upon the occurrence of
events of default, the lender of the Company may:
(a) Accelerate maturity of the facility and demand immediate repayment of the outstanding amount.
(b) enforce security towards repayment of debt.
(c) Appointment of nominee director or observer;
(d) declare the commitments to be cancelled or suspended.
This is an indicative list and there may be such other additional terms under the borrowing arrangement entered into by the
Company.
For the purpose of the Offer, our Company has obtained necessary consents from our lenders as required under the relevant
loan documentations for undertaking activities relating to the Offer including consequent corporate actions, such as change in
our capital structure, change in the Board composition, and amendments to the charter documents of our Company.
457SECTION VII: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no: (i) outstanding criminal proceedings; (ii) outstanding actions taken/ penalties
imposed by statutory and/ or regulatory authorities; (iii) other pending litigation/arbitration proceeding which has been
determined to be material pursuant to the Materiality Policy (as disclosed herein below); and (iv) outstanding claims related
to direct and indirect taxes (disclosed in a consolidated manner, giving details of the number of cases and total amount involved
in such cases), each involving our Company, Directors, Promoters and Subsidiaries (collectively, the “Relevant Parties”). If
a tax matter, pertaining to direct tax or indirect tax, involves an amount exceeding the threshold proposed below, in relation
to each Relevant Party, a separate disclosure of such tax matter will be included. Further, except as disclosed in this section,
there are (a) no disciplinary actions (including penalties imposed) initiated by SEBI or a stock exchange against our Promoters
in the last five Fiscals immediately preceding the date of this Updated Draft Red Herring Prospectus – I, including any
outstanding action; or (b) no criminal proceedings involving our KMPs or SMPs or (c) no pending actions by regulatory and
statutory authorities against our KMPs or SMPs, or (d) no pending litigation involving our Group Companies which may have
a material impact on our Company in the opinion of our Board. Further, as on the date of this Updated Draft Red Herring
Prospectus – I, there are no findings/observations of any inspections by SEBI or any other regulator involving our Company
which are material and which need to be disclosed or non-disclosure of which may have bearing on the investment decision.
For the purpose of (iii) above, our Board in its meeting held on November 1, 2025, has considered and adopted the Materiality
Policy for identification of material outstanding litigation involving Relevant Parties. In accordance with the Materiality
Policy:
(i) all outstanding civil litigation /arbitration proceedings involving the Relevant Parties in which the aggregate monetary
amount involved made by or against the Relevant Parties is equal to or in excess of (a) 2% of the turnover of our
Company as per the Restated Financial Information; or (b) 2% of the net worth of our Company as per the Restated
Financial Information, except in case the arithmetic value of the net worth in negative; or (c) 5% of the average of the
absolute value of the profit/loss after tax of our Company as per the Restated Financial Information of the preceding
three financial years disclosed in the relevant Offer Documents, whichever is lower (“Threshold”);
(a) 2% of turnover, as per the Restated Financial Information for Fiscal 2025 is ₹ 251.21 million;
(b) 2% of net worth, as per the Restated Financial Information as at March 31, 2025, is ₹ 123.94 million; and
(c) 5% of the average of absolute value of profit or loss after tax of our Company, as per the Restated Financial
Information for the last three Fiscals is ₹ 108.18 million.
Accordingly, ₹ 108.18 million being the lowest of the above criteria has been considered as the materiality threshold
for the purpose of (i) above.
(ii) any such outstanding civil litigation/ arbitration proceedings, involving our Company, Directors, Promoters and
Subsidiaries wherein a monetary liability is not quantifiable, or which does not exceed the Threshold as specified in
(i) above, but the outcome of such a litigation could have a material adverse effect on the financial position, business,
operations, performance, prospects, or reputation of the Company; or
(iii) any such proceedings where the decision in one proceeding is likely to affect the decision in similar proceedings, even
though the amount involved in an individual proceeding may not exceed the Threshold.
For the purposes of the above, pre-litigation notices received by the Relevant Parties, KMPs or SMPs from third parties
(excluding those notices and show cause notices issued by statutory or regulatory or governmental or judicial or quasi-judicial
taxation authorities, administrative or enforcement authorities or notices threatening initiation of criminal action to the
Relevant Parties, KMPs or SMPs) shall, unless otherwise decided by our Board, not be considered as outstanding litigation
until such time the Relevant Party, KMP or SMP is impleaded as a defendant in litigation proceedings before any judicial
forum, arbitral forum or governmental authorities. Further, first information reports (whether cognizance has been taken or
not by any court) filed against the Relevant Parties, KMPs or SMPs shall be disclosed in this Updated Draft Red Herring
Prospectus – I.
Except as disclosed in this section below “– Litigation involving our Group Companies” on page 463, there are no outstanding
legal proceedings involving any of our Group Companies that have a material impact on our Company.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further, in accordance
with the Materiality Policy, our Company has considered such creditors ‘material’ to whom the amount due is equal to or in
excess of 5% of the consolidated trade payables of our Company as at the end of the most recent fiscal/ period covered in the
Restated Financial Information included in the Offer Documents. The trade payables of our Company as at June 30, 2025, was
₹ 1,089.69 million as per the Restated Financial Information. Accordingly, a creditor has been considered ‘material’ if the
458amount due to such creditor is equal to or exceeds ₹ 54.48 million (being 5% of the trade payables of our Company as on June
30, 2025, as per the Restated Financial Information).
For outstanding dues to any micro, small or medium enterprise or other creditors, the disclosure will be on a consolidated
basis on information available with the Company regarding the status of the creditor as defined under Section 2 of the Micro,
Small and Medium Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder.
Unless stated to the contrary, all terms defined in a particular litigation disclosure below are for that particular litigation only.
Litigation involving our Company
Criminal proceedings initiated by our Company
1. Our Company filed a complaint dated November 23, 2022, against Sasvika Technology Private Limited and its
directors, namely - Narendra Kumar and Rajani Narendra, (“Defaulters”) under Section 138 of the Negotiable
Instruments Act, 1881, as amended, (“NI Act”) read with Section 200 of the Criminal Procedure Code, 1973, as
amended, in the Court of fourth Additional Civil Judge and Judicial Magistrate First Class, Udupi, Karnataka. The
matter pertains to alleged dishonour of cheque dated July 26, 2022, amounting to ₹ 1.52 million, issued by one of the
Defaulters, Sasvika Technology Private Limited, which was returned on September 21, 2022, by Canara Bank due to
funds inefficient in the bank account of the Defaulter, whereafter, our Company served statutory notice under the NI
Act upon the Defaulter on October 12, 2022, which returned unserved. The matter is currently pending.
Criminal proceedings initiated against our Company
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal litigations initiated against
our Company.
Other material proceedings initiated by our Company
As on the date of this Updated Draft Red Herring Prospectus – I, there are no other material proceedings initiated by our
Company.
Other material proceedings initiated against our Company
As on the date of this Updated Draft Red Herring Prospectus – I, there are no other material proceedings initiated against our
Company.
Actions by statutory or regulatory authorities against our Company
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding actions by statutory or regulatory
authorities initiated against our Company.
Tax proceedings involving our Company
1. Our Company received show cause notice dated March 8, 2017, (“SCN”) from the Office of the Commissioner of
Central Excise and Service Tax, Mangaluru (“Commissioner of Central Excise”), alleging contravention under
section 2, 3 and 4 of the Central Excise Act, 1944, read with Rule 4, 6, 8 and 12 of the Central Excise Rules, 2002 and
other relevant rules, for failing to account for the process of personalization of cards as manufacturing and incorrect
assessment of excise duty (“Duty”) payable on certain goods resulting in non/ inadequate payment of Duty. Our
Company responded to the SCN vide reply dated October 6, 2017, denying allegations made in the SCN. Thereafter,
the Commissioner of Central Excise, vide order dated October 29, 2018, (“Order”) held that our Company had
incorrectly assessed the Duty payable on its goods and therefore directed our Company to pay a sum of ₹517.17 million
(plus interest thereon) towards payment of Duty along with a penalty of ₹517.17 million for non/ inadequate payment
of Duty. Our Company has filed an appeal dated April 24, 2019, before the Customs Excise and Service Tax Appellate
Tribunal, Bangalore, praying inter alia, to set aside the Order. The matter is currently pending.
2. Our Company received show cause notice dated April 25, 2018, (“SCN”) from the Office of the Commissioner of
Central Excise and Service Tax, Mangaluru (“Commissioner of Central Excise”), alleging contravention under
section 2, 3 and 4 of the Central Excise Act, 1944, read with Rule 4, 6, 8 and 12 of the Central Excise Rules, 2002 and
other relevant rules, for failing to account for the process of personalization of cards as manufacturing and incorrect
assessment of excise duty (“Duty”) payable on certain goods resulting in non/ inadequate payment of Duty. Our
Company responded to the SCN vide reply dated July 5, 2018, denying allegations made in the SCN. Thereafter, the
Commissioner of Central Excise, vide order dated January 11, 2020, (“Order”) held that our Company had incorrectly
assessed the Duty payable on its goods and therefore directed our Company to pay a sum of ₹249.53 million (plus
interest thereon) towards payment of Duty along with a penalty of ₹24.95 million for non/ inadequate payment of
459Duty. Our Company has filed an appeal dated May 29, 2020, before the Customs Excise and Service Tax Appellate
Tribunal, Bangalore, praying inter alia, to set aside the Order. The matter is currently pending.
Nature of case Number of cases Amount in dispute/demand (in ₹ million)*
Direct tax Nil Nil
Indirect tax 11 1,421.80
Total 11 1,421.80
* To the extent quantifiable.
Litigation involving our Subsidiaries
Criminal proceedings against our Subsidiaries
Nil
Criminal proceedings by our Subsidiaries
Nil
Actions and proceedings initiated by statutory/regulatory authorities involving our Subsidiaries
Nil
Other material proceedings initiated by our Subsidiaries
Nil
Other material proceedings initiated against our Subsidiaries
Nil
Tax proceedings involving our Subsidiaries
Nature of case Number of cases Amount in dispute/demand (in ₹ million)*
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
* To the extent quantifiable
Litigation Involving our Promoters
Criminal proceedings initiated by our Promoters
1. Manipal Technologies Limited has filed a first information report dated October 18, 2016 (“FIR”), against Mahadevi
Shankar Koli, Ramachandrappa Shankar Koli and Rajesh Chedda (“Respondents”) before the Chief Judicial
Magistrate, Udupi, under sections 406, 420, 465, 467,468, 471, 120B and 34 of the Indian Penal Code, 1860
(“Complaint”) Manipal Technologies Limited had entered into a leave and licence agreement dated March 7, 2015,
with Shri Swamy Samarth Automobiles (represented through the Respondents), wherein the Respondents leased out
a plot of land located at plot No. D-207, TTC industrial area, HP Road, Turbhe MIDC, Navi Mumbai, Maharashtra
(“Property”) for commercial purposes to Manipal Technologies Limited, for a total consideration paid by Manipal
Technologies Limited of ₹ 9.51 million. However, before Manipal Technologies Limited could take possession of the
Property, it was seized by the Bombay Mercantile Co-operative Bank Limited on May 27, 2015, on account of the
default in repayment of a loan availed by the Respondents from them, wherein the Property was mortgaged. Aggrieved
by this, Manipal Technologies Limited filed the Complaint dated October 17, 2016 on the basis of which F.I.R was
filed. A criminal petition has been preferred by Mahadevi Shankar Koli and Ramachandrappa Shankar Koli in order
to quash the Complaint in the High Court of Karnataka. The matter is currently pending and no order has been passed
against Manipal Technologies limited until now. Manipal Technologies Limited has also filed a civil suit, against
Mahadevi Shankar Koli, Ramachandra Shankar Koli, Rajesh Cheddha and Bombay Mercantile Co-operative Bank
Limited, before the Civil Judge, Senior Division, Belapur court, for recovery of amount of ₹ 9.51 million under section
7 of the Specific Relief Act, 1963. The matter is currently pending.
2. Manipal Technologies Limited has filed a first information report dated November 5, 2025 (“FIR”) with the Cyber
Economic and Narcotics Crime Police Station, Udupi, against unknown persons under Sections 66C and 66D of the
460Information Technology Act, 2000 and Sections 336(2), 336(3), 340(2) and 318(4) of the Bharatiya Nyaya Sanhita,
2023 (“Complaint”). The FIR was filed in relation to a fraudulent diversion of funds amounting to ₹10.42 million.
The Promoter had, pursuant to an agreement entered into by Manipal Technologies Limited (“Company”) with a
vendor for leasing of operational equipment, received an email on October 13, 2025, from an address deceptively
similar to the vendor’s official email ID, informing that the vendor’s bank account details had changed and requesting
remittance to the new account. Upon receipt of a bank account confirmation document from the said email address,
Manipal Technologies Limited transferred ₹10.42 million to the new account on October 15, 2025. On October 29,
2025, the actual vendor informed Manipal Technologies Limited that the payment had not been received, following
which it was identified that the payment had been fraudulently diverted. The matter is currently pending.
3. One of our Promoters, Manipal Media Network Limited in the ordinary course of its business, has filed 48 cases
against certain parties, under section 138 of Negotiable Instruments Act, 1881, for alleged dishonour of cheques and
recovery of amounts due to Manipal Media Network Limited, which are pending before various courts of Additional
Civil Judge & Judicial Magistrate First Class, Udupi and Principal Civil Judge and Judicial Magistrate First Class,
Udupi. The total monetary value involved in all these matters is ₹ 8.28 million.
Criminal proceedings initiated against our Promoters
1. Manipal Technologies Limited had entered into an agreement dated June 8, 2017, with the Delhi Subordinate Services
Selection Board (“DSSSB”) for setting, translation and printing the question papers for various examinations
conducted by DSSSB with effective duration of June 8, 2017, to June 7, 2018, which was further extended to December
7, 2018. In furtherance of this, Satya Prakash Gautam filed a complaint dated August 19, 2019, before the Anand Vihar
Police station, Delhi, against DSSSB, under sections 190 (1)(a) of the Code of Criminal Procedure, 1973 read with
section 14 of the Scheduled Castes and Scheduled Tribes (Prevention of Atrocities) Act, 1989 and rule 5 of the
Scheduled Castes and Scheduled Tribes (Prevention of Atrocities) Rules, 1995, alleging that a question in the
examination dated October 13, 2018 prepared by Manipal Technologies Limited, is caste-ist in nature. Thereafter, a
supplementary chargesheet was filed by the investigating officer dated November 23, 2021 and subsequently on July
4, 2023, Manipal Technologies Limited through its managing director, Tonse Gautam Pai were made parties to the
proceedings. In this regard, Manipal Technologies Limited received summons dated August 26, 2023 (“Summons”)
for the hearing conducted before the Court of Additional Sessions Judge Shahdara, Karkardooma Court, Delhi.
Aggrieved by this, Manipal Technologies Limited filed an appeal dated October 27, 2023 in the High court of Delhi
at New Delhi (“Court”), for the grant of stay on the Summons. Pursuant to this, the Court vide its order dated
November 2, 2023, granted the stay on the summons until the next hearing. The matter is currently pending.
Other material proceedings initiated by our Promoters
1. One of the Promoters, Manipal Technologies Limited was awarded a tender from the Kerala State Centre for Advance
Printing and Training (“Defendant”) vide the letter dated June 17, 2014, pursuant to a notice inviting tender (“NIT")
dated May 23, 2014 and for printing and supply of higher secondary education textbooks (“Textbooks”) for class plus
one for the academic year 2014-15. Thereafter, Manipal Technologies Limited and the Defendant entered into an
agreement dated July 14, 2014, ("Agreement”) for a period of one year and Manipal Technologies Limited had
furnished a sum of ₹ 2.14 million as security deposit ("Security Deposit") for the Agreement. Upon successful
completion of work, Manipal Technologies Limited was further engaged by the Defendant for printing and supply of
the Textbooks for class plus one and class plus two for the academic years 2015-16, 2016-17 and 2017-18 on the same
terms and conditions as prevailing under the Agreement, Letter, NIT and minutes of evaluation committee meeting
held on June 13, 2014 (“Minutes”). However, for the academic year 2017-2018, Manipal Technologies Limited could
not deliver 210,383 textbooks (“Excess Stock”) worth ₹ 12.07 million due to the failure of the Defendant to provide
proper delivery instructions. Despite several reminders from Manipal Technologies Limited, the Defendant did not
make any attempts to provide delivery instructions or has taken any steps for the delivery of the Textbooks. Manipal
Technologies Limited had raised their invoices to the Defendant for making payment but in contravention to the terms
and conditions of the Agreement, NIT and Minutes, the Defendant had made less payment as against what was due.
Despite repeated reminders, the Defendants did not clear the outstanding dues. Instead, the Defendants required
Manipal Technologies Limited to furnish unit rate corresponding to the grid price quotes at the time of the NIT through
their letter dated November 29, 2016 (“Letter”) However, as per the Agreement, NIT, and the Minutes , the rate per
book for the printing and supply of the Textbooks is based on the fixed price schedule submitted in the bid by Manipal
Technologies Limited. Manipal Technologies Limited responded to this Letter through their reply dated November
29, 2016 that there was no mention about unit rate to be quoted in NIT. Thereafter, Manipal Technologies Limited
approached the State of Kerala (“Defendant 2”) through its letter dated April 20, 2017 requesting them to immediately
intervene in the unreasonable attitude of the Defendant in refusing to pay the outstanding dues to Manipal Technologies
Limited. Subsequently, the Defendant through their letter dated May 18, 2017 denied paying the outstanding amount
to Manipal Technologies Limited on account of discrepancies. Aggrieved by this, Manipal Technologies Limited filed
a civil suit dated May 17, 2019, in the court of Sub Judge, Thiruvananthapuram which was later transferred to
Commercial Court, Thiruvananthapuram on August 29, 2022 under section 26 read with order VII, rule 1 of the Code
of Civil Procedure, 1908 against the Defendant for recovery of an amount of ₹ 137.23 million, including the Security
461Deposit, value of the Excess Stock, along with an additional interest rate of 18 % per annum from the date of filing of
the suit till the date of recovery/realization in payment (“Suit Amount”). The matter is currently pending.
In addition, Manipal Technologies Limited also filed a writ petition in the High court of Kerala at Ernakulam to issue
a writ of mandamus or such other order directing the Defendant through its Managing Director to issue delivery orders
for the Excess Stock and make payment to Manipal Technologies Limited of ₹ 12.07 million as the outstanding
amount, make payment of ₹ 81.31million, with an interest of 18 percent per annum and also prayed for an order to be
passed in the interim, inter alia, directing the Defendant to make payment of the Security Deposit with an interest of
18 percent per annum and also make payment of ₹ 19.84 million in respect of losses incurred due to the incorrect
computation of the unit rate by the Defendants. The matter is currently pending.
Other material proceedings initiated against our Promoters
1. Mr. Satish Reddy (“Plaintiff”), has filed a civil defamation suit on July 12, 2021 which was registered on July 20,
2021 under order VII rule 1 read with section 26 of the Code of Civil Procedure, 1908 before the court of XL Additional
City Civil and Sessions Judge, Bengaluru (“Civil Court”) against one of our Promoters, Manipal Media Network
Limited and nine other print and online media houses (“Defendants”), for alleged false publication of the Plaintiff’s
involvement in the bed allotment scam (“Scam”) in Bruhat Bengaluru Mahanagara Palike’s (“BBMP”) south zone
covid war room in the year 2021. The plaintiff has prayed the Civil Court to pass a judgment and decree, directing the
Defendants to jointly and severally, pay damages of ₹ 200.00 million, and pass a permanent injunction restraining the
Defendants from publishing, displaying, distributing or in any manner permitting the circulation of any material
defaming the Plaintiff in relation to the Scam. The matter is currently pending.
2. Primacy Industries Private Limited (“PIPL”) and its subsidiary, MVP Group International Inc. (“MVP”), restructured
its credit facilities with its lender, Bank of Baroda, New York Branch (“Bank”). Tonse Gautham Pai executed a
personal guarantee in favour of the Bank, guaranteeing the due repayments of amounts owed by MVP to the Bank. A
personal guarantee issued by Tonse Gautham Pai was invoked by the Bank vide invocation letter dated February 9,
2023 (“Invocation Letter”). Under the Invocation Letter, the Bank called upon Tonse Gautham Pai to pay an
outstanding amount of USD 77,461,427.07 (United States Dollars Seventy-Seven Million Four Hundred Sixty-One
Thousand and Four Hundred Twenty-Seven and Seven Cents) plus unapplied interest commencing from January 19,
2023. Thereafter, Bank of Baroda, Manipal branch, initiated the process of filing an insolvency petition before the
National Company Law Tribunal, Bangalore, under section 95 of the Insolvency and Bankruptcy Code, 2016, seeking
to initiate an insolvency resolution process against Tonse Gautham Pai (“Application”). Tonse Gautham Pai
contended before the Karnataka High Court, by way of a writ petition prayed (i) to restrain the National Company
Law Tribunal, Bangalore, from taking any action in furtherance of the Application; and (ii) to set aside and quash the
said Application. The Karnataka High Court vide order dated July 12, 2024, granted Tonse Gautham Pai an interim
stay. The Bank has filed an application dated August 20, 2024, for vacation of the interim order dated July 12, 2024.
The matter is currently pending.
Pending actions by statutory or regulatory authorities against our Promoters
Nil
Disciplinary actions including penalties imposed by SEBI or a stock exchange in the last five Fiscals
There has been no disciplinary action including penalty imposed by SEBI or stock exchanges against our Promoters in the last
five Fiscals immediately preceding the date of this Updated Draft Red Herring Prospectus – I, and no such actions are currently
outstanding against the Promoters.
Tax proceedings involving our Promoters
Nature of case Number of cases Amount in dispute/ demand (in ₹ million)*
Direct tax 6 33.36
Indirect tax 16 81.72
Total 22 115.08
* To the extent quantifiable.
Litigation involving our Directors
Criminal proceedings initiated by our Directors
1. Rohan Ajila filed a complaint on August 7, 2025 concerning an incident involving his wife and himself, who are joint
holders of a bank account. On August 6, 2025 while attempting to book accommodation through an unauthorized
website, his wife entered the debit card credentials and One-Time Password (OTP), resulting in an unauthorized debit
of ₹0.42 million from their joint account. The complaint was lodged through the National Cybercrime Reporting Portal,
462leading to registration of an FIR by the Central CEN Police Station, Bangalore, on August 22, 2025. The matter is
currently pending.
2. Ramchandra Kasargod Kamath has filed a criminal petition before the Allahabad Bench of the Hon’ble High Court
seeking removal of his name from certain housing loan-related cases in which the then Chairman of Punjab National
Bank was named as an accused. In his capacity as chairman at that time, he was served summons after his retirement.
The petition seeks to quash the FIR dated February 5, 2017 in Case Crime No. 0235 of 2017, registered under Sections
420, 406, 467, 468, 471, and 120-B of the IPC at Vijay Nagar Police Station, Ghaziabad. The Hon’ble High Court, by
its order dated March 2, 2023, stayed the operation of the FIR until the next date of hearing. The matter is currently
pending.
Criminal proceedings initiated against our Directors
1. Ramchandra Kasargod Kamath has 6 cases filed against him by certain parties under Section 138 of the Negotiable
Instruments Act, 1881, concerning the alleged dishonour of cheques issued by Ashimara Housing Private Limited.
The cases have been initiated against me in his capacity as director of Ashimara Housing Private Limited. These
matters are currently pending before the various courts.
2. Padmaja Shailen Ruparel in her capacity as Director of Indian Angel Network Pvt. Ltd. (IAN), was named in a
criminal complaint alleging misappropriation of an invention, the Digital Location System (DLS), which the
complainant had shared with a co-accused during the 2012 India Initiative competition. The complainant claimed
that IAN and its representatives misused the information to benefit another company. Following an investigation
under Section 156(3) CrPC, the police filed an A-summary report concluding there was no evidence against IAN or
its representatives. The complainant challenged this report, leading the trial court to order an inquiry under Section
202 CrPC and, by order dated February 6, 2024, issue process against him and the co-accused. A revision petition
was filed to set aside this order, and the matter was remanded to the trial court for fresh consideration. The case is
currently pending.
Other material proceedings initiated by our Directors
As on the date of this Updated Draft Red Herring Prospectus – I, there are no other material proceedings initiated by our
Directors.
Other material proceedings initiated against our Directors
Except as disclosed in this section above “– Other material proceedings initiated against our Promoters”, as on the date of
this Updated Draft Red Herring Prospectus - I, there are no outstanding material proceedings initiated against our Directors.
Actions by statutory or regulatory authorities against our Directors
As on the date of this Updated Draft Red Herring Prospectus – I, there are no pending actions by statutory or regulatory
authorities against our Directors.
Tax proceedings involving our Directors
Except as disclosed in this section above “- Tax proceedings involving our Company”, as on the date of this Updated Draft
Red Herring Prospectus – I, there are no outstanding tax proceedings initiated by our Directors.
Nature of case Number of cases Amount in dispute/demand (in ₹ million)*
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
* To the extent quantifiable.
Litigation involving our Group Companies
Primacy Industries Private Limited (“PIPL”) and its subsidiary, MVP Group International Inc. (“MVP”) restructured its credit
facilities with its lender, Bank of Baroda, New York Branch (“BoB, NY Branch”). PIPL executed a corporate guarantee in
favour of BoB, NY Branch, guaranteeing the due repayments of amounts owed by MVP to its lender, BoB, NY Branch. As
part of the credit facility restructuring between MVP and BoB, NY Branch, MVP issued certain compulsorily convertible
debentures (“CCD(s)”) which were subscribed to by BoB, NY Branch on May 25, 2021. PIPL restructured its credit facilities
with its lender, Bank of Baroda, Manipal Branch (“BoB, Manipal Branch”) and as part of the restructuring, an amount of USD
30.00 million was to be remitted to MVP by PIPL. Thereafter, BoB, Manipal Branch marked a lien on an amount of USD 22.20
million in PIPL’s bank account and did not permit the remittance to MVP. Pursuant to the marking of the lien as above by BoB,
Manipal Branch, and subsequent invocation of PIPL’s corporate guarantee by BoB, NY Branch, BoB Manipal Branch debited
463the money which was lien-marked earlier. PIPL filed a writ petition dated March 28, 2023, in the High Court of Karnataka
against Bank of Baroda inter alia challenging the action of debiting and the invocation of PIPL’s corporate guarantee and prayed
for reversal of the remittance of the USD 22.20 million. On March 30, 2023, the High Court of Karnataka passed an order
granting status quo on all actions arising pursuant to the invocation of the PIPL corporate guarantee. BoB, Manipal Branch, on
March 30, 2023, remitted the amount of USD 22.20 million originally marked as lien. The matter is currently pending.
Litigation involving our KMPs
Criminal proceedings initiated by our KMPs
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our KMPs.
Criminal proceedings initiated against our KMPs
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our KMPs.
Actions by statutory or regulatory authorities against our KMPs
As on the date of this Updated Draft Red Herring Prospectus – I, there are no pending actions by statutory or regulatory
authorities against our KMPs.
Litigation involving our SMPs
Criminal proceedings initiated by our SMPs
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our SMPs.
Criminal proceedings initiated against our SMPs
As on the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding criminal proceedings initiated against
our SMPs.
Actions by statutory or regulatory authorities against our SMPs
As on the date of this Updated Draft Red Herring Prospectus – I, there are no pending actions by statutory or regulatory
authorities against our SMPs.
Outstanding Dues to Creditors
In accordance with the SEBI ICDR Regulations, our Company, pursuant to a resolution dated November 1, 2025, of our Board,
considers all creditors to whom the amount due by our Company exceeds 5.00% of the consolidated trade payables as per the
latest Restated Financial Information set out in this Updated Draft Red Herring Prospectus – I as material creditors (i.e., 5% of
₹ 1,089.69 million, which is ₹ 54.48 million based on latest Restated Financial Information as of and for the three-month period
ended June 30, 2025) (“Material Creditor”).
As of June 30, 2025, outstanding dues to Material Creditors, micro, small and medium enterprises and other creditors, are as
follows*:
S. No. Type of creditor No. of creditors Amount involved (in ₹ million)
1. Micro, small and medium enterprises** 89 52.40
2. Material Creditors 4 514.23
3. Other creditors 294 523.07
Total 387 1,089.69
As certified by Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
** As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
# This amount also includes custom duty clearing, freight clearing and provision for outstanding expenses.
The details pertaining to outstanding dues to Material Creditors, along with the name and amount involved for each such
Material Creditor, is available on the website of our Company at https://mpimanipal.com/investor-corner/.
It is clarified that such details available on our Company’s website do not form a part of this Updated Draft Red Herring
Prospectus – I and should not be deemed to be incorporated by reference. Anyone placing reliance on any source of information
including our Company’s website, would be doing so at their own risk.
464Material Developments since the last balance sheet
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page
427, there have been no material developments, since the date of the last financial statements disclosed in this Updated Draft
Red Herring Prospectus – I, 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.
Other Confirmations
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. Further, our Company has not received any findings/observations from
SEBI pursuant to the Offer, as on date of this Updated Draft Red Herring Prospectus – I.
465GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, licenses, registrations, and permits issued by relevant governmental and regulatory
authorities of the respective jurisdictions under various rules and regulations. Set out below is an indicative list of all material
approvals, licenses, registrations, and permits obtained by our Company, which are necessary for undertaking our business,
and except as mentioned below, we have obtained all material approvals, licenses, registrations and permits, and no further
material approvals are required to carry on our present business activities. Certain approvals, licenses, registrations and
permits may expire periodically in the ordinary course and applications for renewal of such expired approvals are submitted
in accordance with applicable requirements and procedures. Except as disclosed herein, our Company has obtained all
material consents, licenses, registrations, permissions and approvals from the relevant governmental, statutory and regulatory
authorities, which are necessary for undertaking their respective business activities and operations.
In view of such approvals, our Company can undertake the Offer and its present business activities. Additionally, unless
otherwise stated, these approvals, licenses, registrations, and permits are valid as on the date of this Updated Draft Red Herring
Prospectus – I.
Set forth below a list of, (i) material approvals obtained; (ii) material approvals or renewals applied for but not received, (iii)
material approvals required but not applied for; and (iv) material approvals which have expired for which renewals are yet to
be applied for. For details of the risk associated with a delay in obtaining, or not obtaining, the requisite material approvals,
see “Risk Factors – We are required to obtain, renew and maintain statutory and regulatory permits, licenses and approvals
to operate our business, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and
approvals could result in an adverse effect on our results of operations.” on page 65.
For further details in connection with the applicable regulatory and legal framework, see “Key Regulations and Policies”
beginning on page 304. For Offer-related approvals, see “Other Regulatory and Statutory Disclosures – Authority for the
Offer”on page 474, and for incorporation details of our Company, see “History and Certain Corporate Matters – Brief
history of our Company” on page 308.
I. Material approvals in relation to our Company
Our Company requires various approvals to carry on our business in India. We have received the following key
government and other approvals pertaining to our business in India:
(a) Approvals relating to the Offer
For details regarding the approvals and authorisations obtained by our Company in relation to the Offer, see
“Other Statutory and Regulatory Disclosures – Authority for the Offer” on page 474.
(b) Incorporation details
For details in relation to incorporation of our Company, see “History and Certain Corporate Matters – Brief
history of our Company” on page 308.
(c) Tax related approvals of our Company
1. The permanent account number of our Company is ‘AAFCM4088E’, issued by the Income Tax
Department, Government of India, under the Income Tax Act, 1961.
2. The tax deduction account number of our Company is ‘BLRM12781G’, issued by the Income Tax
Department, Government of India, under the Income Tax Act, 1961.
3. Further, the Company has obtained registrations as required under the respective professional tax
legislations of relevant states.
S. no. State/ Union territory Registration number Date of issue
1. Karnataka 351169415 May 13, 2011
2. Maharashtra 27055260473P May 2 ,2013
3. West Bengal 191010978175 July 1, 2024
4. Tamil Nadu 357 October 1, 2024
4664. Our Company has obtained GST registration certificates issued by the Government of India and the
state governments for GST payments in the states where our business operations are situated, as
provided below:
S. No. State/ Union territory Registration number Valid from
1. Karnataka 29AAFCM4088E1Z9 July 1, 2017
2. Andaman and Nicobar 35AAFCM4088E1ZG July 29, 2022
Islands
3. Chhattisgarh 22AAFCM4088E1ZN April 12, 2022
4. Maharashtra 27AAFCM4088E1ZD July 1, 2017
5. Rajasthan 08AAFCM4088E1ZD May 9, 2018
6. Uttar Pradesh 09AAFCM4088E1ZB January 8, 2024
7. Tamil Nadu 33AAFCM4088E1ZK January 10, 2024
8. West Bengal 19AAFCM4088E1ZA January 31, 2024
(d) Labour and employee related approvals
1. Registrations under various employee and labour-related laws including Payment of Gratuity Act,
1972.
2. Registration under the Employees State Insurance Act, 1948, issued by the Regional/ Sub-Regional
office, Employees State Insurance Corporation, of the respective states.
3. Registration under the Contract Labour (Regulation & Abolition) Act, 1970, issued by the offices of
the labour commissioners of the respective states.
4. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
granted by the Employees’ Provident Fund Organization.
5. Registration under the respective state labour welfare fund legislations for the business operations
of our Company conducted at Karnataka, West Bengal, Maharashtra and Tamil Nadu.
(e) Material approvals in relation to business and operations of our Company
Our Company has obtained the necessary permits, licenses and approvals from the appropriate regulatory and
governing authorities required to carry out our operations.
Trade related approvals
1. Authorization under E-Waste Management Rules, 2016 for extended producer responsibility for
producer of electrical and electronic equipment;
2. Registration as importer under the Plastic Waste Management Rules, 2016;
3. Importer-Exporter Code, issued by the Office of the Additional Director General of Foreign Trade,
Bengaluru, Ministry of Commerce and Industry, Government of India; and
4. Our Company has obtained license under Karnataka Shops and Commercial Establishments Act,
1961 for registration of our Registered and Corporate Office as a commercial establishment.
Approvals for manufacturing facilities
(i) Cards division
Our Company has obtained necessary licenses and approvals in relation to our manufacturing
facilities and personalisation bureaus at Manipal, Karnataka, Navi Mumbai, Maharashtra, Chennai,
Tamil Nadu, and Noida, Uttar Pradesh, which include:
• Factory license under the Factories Act, 1948 issued by the relevant state departments;
• Consent to establish and consent to operate under the Water (Prevention & Control of
Pollution) Act, 1974, and the Air (Prevention & Control of Pollution) Act, 1981, and
authorization under Hazardous & Other Wastes (Management & Transboundary
Movement) Rules, 2016, as applicable, issued by respective state pollution control boards
for our facilities;
467• Consolidated consent to operate and authorization under Water (Prevention & Control of
Pollution) Act, 1974, and the Air (Prevention & Control of Pollution) Act, 1981, and
Hazardous & Other Wastes (Management & Transboundary Movement) Rules, 2016, as
applicable, issued by Uttar Pradesh Pollution Control Board;
• Recommendation of security printer for empanelment by master banks for printing of
MICR instruments issued by the Indian Banks’ Association for its Manipal facility;
• Certificates of compliance from the National Payments Commission of India; and
• Verification certificates under the Legal Metrology Act, 2009 in relation to our
manufacturing facilities at Manipal, Karnataka; Noida, Uttar Pradesh; Chennai, Tamil
Nadu, and Navi Mumbai, Maharashtra.
(ii) VDP division
The seller, Manipal Technologies Limited, which is our holding company and one of our Corporate
Promoters, entered into the Business Transfer Agreement dated April 30, 2024 (the “Business
Transfer Agreement”) with our Company whereby our Company purchased the variable data print
and secure logistics division (the “VDP Division”) from Manipal Technologies Limited. For details,
see “History and Certain Corporate Matters – Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in
the last 10 years” on page 311. Therefore, the printing facilities for the VDP division situated at
Chennai, Tamil Nadu; Howrah, West Bengal; Manipal, Karnataka; Navi Mumbai, Maharashtra; and
Noida, Uttar Pradesh are now operated by our Company.
Accordingly, necessary licenses and approvals in relation to these printing facilities, which are valid
and subsisting as on the date of this Updated Draft Red Herring Prospectus – I, have now been
transferred to our Company and include the following:
• Factory license under the Factories Act, 1948 issued by the relevant state departments&;
• Consent to establish and consent to operate under the Water (Prevention & Control of
Pollution) Act, 1974, and the Air (Prevention & Control of Pollution) Act, 1981, and
authorization under Hazardous & Other Wastes (Management & Transboundary
Movement) Rules, 2016, as applicable, issued by respective state pollution control boards
for our facilities at Howrah, West Bengal; Manipal, Karnataka; Chennai, Tamil Nadu;
Noida, Uttar Pradesh; and Navi Mumbai, Maharashtra;
• Consolidated consent to operate and authorization under Water (Prevention & Control of
Pollution) Act, 1974, and the Air (Prevention & Control of Pollution) Act, 1981, and
Hazardous & Other Wastes (Management & Transboundary Movement) Rules, 2016, as
applicable, issued by Uttar Pradesh Pollution Control Board
• Verification certificates under the Legal Metrology Act, 2009 in relation to our
manufacturing facilities at Manipal, Karnataka; Noida, Uttar Pradesh; Chennai, Tamil
Nadu; Navi Mumbai, Maharashtra; and Howrah, West Bengal; and
• Recommendation of security printer for empanelment by master banks for printing of
MICR instruments issued by the Indian Banks’ Association.
(iii) Smart Tagging and IoT Solutions
The seller, Manipal Technologies Limited, which is our holding company and one of our Promoters
and the Promoter Selling Shareholder, entered into a business transfer agreement dated April 1, 2025,
(the “Business Transfer Agreement”) with our Company whereby our Company purchased the
revenue assurance business from Manipal Technologies Limited. For details, see “History and
Certain Corporate Matters – Details regarding material acquisitions or divestments of business/
undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years – The
business transfer agreement dated April 1, 2025, entered between, one of our Promoters, Manipal
Technologies Limited (“MTL” or the “Seller”) and our Company (the “Revenue Assurance
BTA”).” on page 312. Therefore, the three facilities for the revenue assurance division situated at
Manipal, Karnataka, and Bengaluru, Karnataka are now operated by our Company.
468Accordingly, necessary licenses and approvals in relation to the revenue assurance business, which
are valid and subsisting as on the date of this Updated Draft Red Herring Prospectus – I, have now
been transferred to our Company and include the following:
• Factory license under the Factories Act, 1948 issued by the relevant state department; and
• Consent to establish and consent to operate under the Water (Prevention & Control of
Pollution) Act, 1974, and the Air (Prevention & Control of Pollution) Act, 1981, and
authorization under Hazardous & Other Wastes (Management & Transboundary
Movement) Rules, 2016, as applicable, issued by Karnataka state pollution control boards
for our facilities at Manipal and Bangalore in Karnataka.
(iv) Warehouses:
Our Company has obtained necessary licenses and approvals in relation to our warehouses at eight
locations in Manipal, Karnataka which include, shops and establishment legislations under the
applicable state legislations.
All approvals obtained by our Company are valid as on the date of this Updated Draft Red Herring Prospectus – I.
II. Material approvals applied for but not received
Except as stated below, as on the date of this Updated Draft Red Herring Prospectus – I, there are no material approvals
for which our Company has applied but not received:
S. No. Particulars Issuing authority Date of application
1. Application for authorization under Hazardous & Other Tamil Nadu Pollution Control May 20, 2025
Wastes (Management & Transboundary Movement) Board
Rules, 2016, for the facility situated at SIDCO industrial
area, Tirumudivakam, Chennai, Tamil Nadu
2. Application for re-verification certificate under Legal Controller of Legal November 1, 2025
Metrology Act, 2009 in relation to the cards and cheque Metrology
manufacturing facility at Navi Mumbai, Maharashtra
III. Material approvals required but not applied for
As on the date of this Updated Draft Red Herring Prospectus – I, there are no material approvals required but not
applied for.
IV. Material approvals expired and renewal yet to be applied for
As on the date of this Updated Draft Red Herring Prospectus – I, there are no material approvals of our Company that
have expired, and for which renewal is yet to be applied for.
V. Intellectual Property
Patents
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has four registered patents:
Country Description of the patent Date of issuance
India A dual interface smart card with metal face layer and manufacturing method January 4, 2022*
thereof
Nigeria A dual interface smart card with metal face layer and manufacturing method July 1, 2024*
thereof
South A dual interface smart card with metal face layer and manufacturing method February 26, 2025
Africa thereof
USA A dual interface smart card with metal face layer and manufacturing method August 19, 2025
thereof
* Valid for a period of 20 years from the date of issuance.
Trademark
Pursuant to the Manipal Trademark Agreement, our Company has been granted a non-exclusive and non-transferable
license to use the trademark of ‘The Manipal Group’.
469As on the date of this Updated Draft Red Herring Prospectus – I, our Company has following trademark registrations,
which are valid for a period of 10 years from the date of their issuance or renewal, as applicable:
Trademark name Type of the trademark Class Date of issuance/ renewal
Device mark 9 June 4, 2024
Device mark 36 June 4, 2024
MCT Word mark 42 November 20, 2020
MCT Word mark 35 November 20, 2020
MCT Word mark 16 November 20, 2020
MCT Word mark 9 November 20, 2020
Device mark 42 November 20, 2020
Device mark 36 November 20, 2020
Device mark 16 November 20, 2020
Device mark 9 November 20, 2020
MPL SCOSTA Word mark 9 February 18, 2020
MPL SCOSTA 32 Word mark 9 March 2, 2020
Further, our Company has applied for the registration of trademark of our logo ‘ ’ in classes 42, 36, 16 and
9 under The Trade Marks Act, 1999, by way of applications, each dated September 25, 2024 ‘ Additionally, for details
in relation to our intellectual property registrations, see “Risk Factors – Our intellectual property rights may be
difficult to enforce and protect, which could enable others to copy or use aspects of our technology without
compensating us, thereby eroding our competitive advantages.”, “History and Certain Corporate Matters – Other
key agreements”, “Our Business – Business Operations – Intellectual Property” on pages 57, 314 and 301,
respectively.
470OUR GROUP COMPANIES
Pursuant to resolution dated November 1, 2025, our Board approved the Materiality Policy and noted that in terms of the SEBI
ICDR Regulations, the term “group companies” includes (i) such companies (other than promoters/ subsidiaries) with which
there were related party transactions, during the period for which financial information is disclosed in the relevant offer
documents, as covered under applicable accounting standards, and (ii) any other companies considered material by the board
of directors of the relevant issuer company.
Accordingly, in respect of (i) above, all such companies (other than our Corporate Promoters and Subsidiaries) with which our
Company has had related party transactions during the period covered in the Restated Financial Information included in this
Updated Draft Red Herring Prospectus – I, shall be considered as a ‘Group Company’, in accordance with the applicable
accounting standards and SEBI ICDR Regulations.
In addition, pursuant to the Materiality Policy, for the purposes of (ii) above, a company shall be considered ‘material’ and will
be disclosed as a ‘Group Company’ in this Updated Draft Red Herring Prospectus – I, if such a company is: (i) a member of
the Promoter Group in accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations; and (ii) with which our Company
has entered into one or more transactions during the most recent financial year and stub period which, individually or
cumulatively, in value exceeds 10% of the revenue from operations of our Company for the three-month period ended June 30,
2025 and last completed full financial year based on the Restated Financial Information.
Based on the above, our Group Companies are set forth below:
S. No. Name of the Group Companies Registered office
1. Primacy Industries Private Limited Udayavani Building, Press Corner, Udupi, Manipal 576 104, Karnataka, India
2. Manipal Business Solutions Private Limited Udayavani Building, Press Corner, Udupi, Manipal 576 104, Karnataka, India
3. JKPL Utility Packaging Solutions Private 19B, Shivalli Industrial Area, Manipal, Udupi, Karnataka – 576 104, India,
Limited (formerly known as Manipal Utility
Packaging Solutions Private Limited)*
4. Techshresta Solutions Private Limited A-201 Century Marble Apartments Hebbal, Amanikere Bellary Road, Hebbal
Kempapura, Bangalore North, Bangalore – 560024
5. Manipal Energy & Infratech Limited Udayavani Building, Press Corner, Udupi, Manipal 576 104, Karnataka, India
6. Manipal Thomas Greg Press Private Limited Udayavani Building, Press Corner, Udupi, Manipal, 576 104 Karnataka, India
* Acquired by JK Paper Limited with effect from November 23, 2023.
Details of our Group Companies
The details of our top five Group Companies are provided below:
1. Primacy Industries Private Limited
Registered office
The registered office of Primacy Industries Private Limited is situated at Udayavani Building, Press Corner, Udupi,
Manipal 576 104, Karnataka, India.
Financial information
Details of financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after
tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the audited financial
statements of Primacy Industries Private Limited for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR
Regulations, is available on the website of our Company at https://mpimanipal.com/investor-corner .
2. Manipal Business Solutions Private Limited
Registered office
The registered office of Manipal Business Solutions Private Limited is situated at Udayavani Building, Press Corner,
Udupi, Manipal 576 104, Karnataka, India.
Financial information
Details of financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after
tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the audited financial
statements of Manipal Business Solutions Private Limited for Fiscals 2025, 2024 and 2023, as required by the SEBI
ICDR Regulations, is available on the website of our Company at https://mpimanipal.com/investor-corner .
4713. JKPL Utility Packaging Solutions Private Limited (formerly known as Manipal Utility Packaging Solutions
Private Limited)
Registered office
The registered office of JKPL Utility Packaging Solutions Private Limited (formerly known as Manipal Utility
Packaging Solutions Private Limited) is situated at 19B, Shivalli Industrial Area, Manipal, Udupi, Karnataka, India,
576104.
Financial information
Details of financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after
tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the audited standalone
financial statements of JKPL Utility Packaging Solutions Private Limited (formerly known as Manipal Utility
Packaging Solutions Private Limited) for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is
available on the website of our Company at https://mpimanipal.com/investor-corner.
Note: Post transfer of 100% equity shareholding of JKPL Utility Packaging Solutions Private Limited (formerly known
as Manipal Utility Packaging Solutions Private Limited) by Manipal Technologies Limited to JK Paper Limited on
November 21, 2023, JKPL Utility Packaging Solutions Private Limited (formerly known as Manipal Utility Packaging
Solutions Private Limited) ceased to be a subsidiary of Manipal Technologies Limited. Accordingly, JKPL Utility
Packaging Solutions Private Limited (formerly known as Manipal Utility Packaging Solutions Private Limited) is not
recognised as an entity within The Manipal Group.
4. Techshresta Solutions Private Limited
Registered office
The registered office of Techshresta Solutions Private Limited is situated A-201 Century Marble Apartments Hebbal,
Amanikere Bellary Road, Hebbal Kempapura, Bangalore North, Bangalore - 560024.
Financial information
Details of financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after
tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the audited financial
statements of Techshresta Solutions Private Limited for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR
Regulations, is available on the website of our Company at https://mpimanipal.com/investor-corner .
5. Manipal Energy & Infratech Limited
Registered office
The registered office of Manipal Energy & Infratech Limited is situated at Udayavani Building, Press Corner, Udupi,
Manipal 576 104, Karnataka, India.
Financial information
Details of financial information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after
tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the audited financial
statements of Manipal Energy & Infratech Limited for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR
Regulations, is available on the website of our Company at https://mpimanipal.com/investor-corner .
Nature and extent of interest of our Group Companies
In the promotion of our Company
Our Group Companies does not have any interest in the promotion of our Company as of the date of this Updated
Draft Red Herring Prospectus – I.
In the properties acquired by our Company in the past three years prior to the date of filing of this Updated Draft
Red Herring Prospectus – I or proposed to be acquired by our Company
Our Group Companies are not interested in the properties acquired by our Company in the three years preceding the
date of filing of this Updated Draft Red Herring Prospectus – I or proposed to be acquired by our Company.
472There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of our Company) and our Group Companies and its directors.
There is no conflict of interest between the lessors of the immovable properties (which are crucial for operations of
our Company) and our Group Companies and its directors.
In transactions for acquisition of land, construction of building, supply of machinery, etc.
Our Group Companies are not interested in any transactions for the acquisition of land, construction of building and
supply of machinery, etc.
Common pursuits between our Group Companies and our Company
There are no common pursuits amongst our Group Companies and our Company.
Related business transactions within the Group Company and significance on the financial performance of our
Company
Except the transactions disclosed in “Summary of the Offer Document – Summary of Related Party Transactions”
and “Related Party Transactions” on pages 27 and 426, respectively, there are no other related business transactions
between the Group Companies and our Company, which impact the financial performance of our Company.
Litigation
Except as disclosed in “Outstanding Litigation and Material Developments – Litigation involving our Group
Companies” on page 263, as on the date of this Updated Draft Red Herring Prospectus – I, there is no pending litigation
involving our Group Companies which may have a material impact on our Company.
Business interests or other interests
Except in the ordinary course of business and as disclosed in “Related Party Transactions” on page 426, our Group
Companies do not have any business interest or other interest in our Company.
Confirmations
As on the date of this Updated Draft Red Herring Prospectus – I, our Group Companies do not have their securities
listed on any stock exchange. Further, our Group Companies have not made any public or rights issue (as defined
under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Updated Draft Red Herring
Prospectus – I.
473OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by a resolution passed by our Board of Directors at their meeting held on June 23, 2025, and the
Fresh Issue has been authorised by a special resolution passed by our Shareholders at their extraordinary general meeting held
on June 24, 2025. Our Board has taken on record the consent of the Promoter Selling Shareholder to participate in the Offer for
Sale pursuant to its resolution dated June 23, 2025.
The Pre-filed Draft Red Herring Prospectus was approved pursuant to a resolution passed by our Board on June 27, 2025 and
by our IPO Committee on June 28, 2025. Our Board, pursuant to its resolution dated November 10, 2025, have approved this
Updated Draft Red Herring Prospectus – I for filing with SEBI and the Stock Exchanges.
The Promoter Selling Shareholder has, specifically authorised its participation in the Offer for Sale, pursuant to its consent
letter, as set out below. For details, see “The Offer” beginning on page 80.
S. Name of the Promoter Maximum number of Date of corporate action / Date of consent letter
No. Selling Shareholder Offered Shares board resolution
1. Manipal Technologies Up to 17,500,000 Equity June 21, 2025 June 21, 2025
Limited Shares
The Equity Shares being offered by the Promoter Selling Shareholder are eligible for being offered for sale pursuant to the
Offer in terms of Regulations 8 and 8A of the SEBI ICDR Regulations.
The Equity Shares proposed to be offered by the Selling Shareholders in the Offer for Sale are free from any lien, encumbrance,
transfer restrictions or third-party rights.
Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the
applicable law, aggregating up to ₹800.00 million prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement shall
not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate
the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the
Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the RHP and Prospectus 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, each dated August 21, 2025.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, Promoters (including the Promoter Selling Shareholder), members of the Promoter Group and our Directors 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.
The Promoter Selling Shareholder confirms that it is 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.
Our Promoters and Directors are not directors, promoters or persons in control of any other company which has been debarred
from accessing the capital markets under any order or direction passed by SEBI or any securities market regulator in any other
jurisdiction or any other authority/court.
Our Company, Promoters and Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or
financial institution or consortium thereof in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers
issued by the RBI.
Our individual Promoters and Directors have not been declared as Fugitive Economic Offenders.
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 Updated
Draft Red Herring Prospectus – I.
Directors associated with the Securities Market
474None of our Directors are associated with the securities market, in any manner and there have been no outstanding actions
initiated by SEBI against our Directors, who have been associated with entities in the securities market, in the five years
preceding the date of this Updated Draft Red Herring Prospectus – I.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoter (including the Promoter Selling Shareholder) and members of the Promoter Group confirms that they
are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable to it, in respect of
its respective holding in our Company, as on the date of this Updated Draft Red Herring Prospectus – I.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(2) of the SEBI ICDR Regulations, which states as
follows:
“An issuer not satisfying the condition stipulated in sub-regulation (1) of the SEBI ICDR Regulations shall be eligible to make
an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least
seventy-five per cent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to do
so.”
We are an unlisted company that does not satisfy the conditions as specified in Regulation 6(1)(a) of the SEBI ICDR Regulations
and are therefore required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations. Our Company’s
net tangible assets, operating profits, net worth, monetary assets, and monetary assets as a percentage of the net tangible assets
derived from the Restated Financial Information included in this Updated Draft Red Herring Prospectus – I as at and for the
last three Fiscals ended March 31, 2025, March 31, 2024, and March 31, 2023:
(In ₹ million, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net Tangible Assets, as restated@ 2,941.24 837.52 (1,003.63)
Operating Profit, as restated# 3,325.38 3,002.99 1,250.64
Net Worth, as restated^ 6,196.99 4,050.51 2,223.73
Monetary Assets, as restated* 426.31 5,046.33 57.30
Monetary Assets as a percentage of Net Tangible Assets 14.49% 602.53% N.A.
As certified by Manian & Rao, Chartered Accountants, pursuant to their certificate dated November 10, 2025.
Source: Restated Consolidated Statement of Assets and Liabilities and Restated Consolidated Statement of Profit and Loss of the Group and its associate
prepared for the purpose of inclusion in this Updated Draft Red Herring Prospectus – I under “Restated Financial Information” on page 354.
^ “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, as per the restated financial information, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation.
# Operating profit, as restated has been calculated as a Profit/ (loss) for the period/year as adjusted with Total tax expenses, finance costs, other income
and exceptional items, as per the restated financial information of the Company.
* Restated monetary asset includes cash and cash equivalents comprising of cash in hand, balances with banks in current accounts & term deposit with
banks with original maturities of less than 3 months and bank balances other than cash & cash equivalents comprising of term deposits free from charge
as per the restated financial information of the Company.
@ The net tangible assets, as restated are defined as sum of total assets excluding other intangible assets and right of use assets as reduced by sum of total
non-current liabilities and total current liabilities excluding related non-current and current lease liabilities, as per the restated financial information of
the Company.
We are, therefore, required to allot not less than 75% of the Offer to QIBs to meet the conditions as detailed under Regulation
6(2) of the SEBI ICDR Regulations. Provided that in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the
QIB Portion will not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. Further, not more than
15% of the Offer shall be available for allocation to NIIs of which one-third of the Non-Institutional Category shall be available
for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-
Institutional Category shall be available for allocation to Bidders with an application size of more than ₹1,000,000 provided
that under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in
the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price. Further, not more than 10% 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. In the event we
fail to do so, the full application monies shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations.
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 and Regulation 59E of the SEBI ICDR Regulations, to the extent
applicable. Our Company is in compliance with the conditions specified in Regulations 5 and 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.
475The 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 and our Directors are not debarred from accessing the capital markets by SEBI;
(ii) The Promoter Selling Shareholder is not debarred from accessing the capital markets by SEBI;
(iii) The companies with which our Directors are associated as a promoter or director are not debarred from accessing the
capital markets by SEBI;
(iv) None of our Company, Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower;
(v) None of our Promoters or Directors have been declared as a Fugitive Economic Offender;
(vi) Except employee stock options granted pursuant to the ESOP Schemes prior to the filing of the Red Herring Prospectus
with the RoC, there are no and will be 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 until SEBI recommends any
changes or issues observations on this Updated Draft Red Herring Prospectus – I. For further details, see “Capital
Structure” on page 96;
(vii) Our Company along with Registrar to the Offer has entered into tripartite agreements dated January 11, 2024, and
January 24, 2024 with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares;
(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
Updated Draft Red Herring Prospectus – I; and
(ix) There are no requirements to make firm arrangements of finance under Regulation 7(1)I of the SEBI ICDR Regulations
through verifiable means towards at least 75% of the stated means of finance for any project proposed to be funded
from the Net Proceeds, excluding the amount to be raised through the Fresh Issue and existing identifiable internal
accruals.
Our Company confirms that it is also in compliance with the other conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS UPDATED DRAFT RED HERRING
PROSPECTUS – I TO SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT, IN ANY WAY,
BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES
NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS UPDATED DRAFT RED HERRING PROSPECTUS
– I. THE BOOK RUNNING LEAD MANAGERS, BEING MOTILAL OSWAL INVESTMENT ADVISORS LIMITED,
AXIS CAPITAL LIMITED, ICICI SECURITIES LIMITED, IIFL CAPITAL SERVICES LIMITED AND NUVAMA
WEALTH MANAGEMENT LIMITED (“BRLMS”), HAVE CERTIFIED THAT THE DISCLOSURES MADE IN
THIS UPDATED DRAFT RED HERRING PROSPECTUS – I ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SEBI ICDR REGULATIONS. THIS REQUIREMENT 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 UPDATED DRAFT RED HERRING PROSPECTUS – I, THE BRLMS ARE EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITIES
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO SEBI,
A DUE DILIGENCE CERTIFICATE DATED JUNE 28, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE
V (FORM AA) OF THE SEBI ICDR REGULATIONS.
THE FILING OF THIS UPDATED DRAFT RED HERRING PROSPECTUS – I 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 BRLMS, ANY IRREGULARITIES OR LAPSES IN THIS UPDATED DRAFT
RED HERRING PROSPECTUS – I.
476All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring
Prospectus and the Prospectus, as applicable, with the RoC in terms of the Companies Act.
Disclaimer from our Company, the Directors, the Promoter Selling Shareholder and BRLMs
Our Company, the Promoter Selling Shareholder, our Directors and the BRLMs accept no responsibility for statements made
otherwise than in this Updated Draft Red Herring Prospectus – I or in the advertisements or any other material issued by or at
our instance and anyone placing reliance on any other source of information, including our Company’s website
www.mpimanipal.com, or the respective websites of any affiliate of our Company would be doing so at their own risk. It is
clarified that the Promoter Selling Shareholder accept no responsibility for any statements made or undertakings provided in
this Updated Draft Red Herring Prospectus – I other than those specifically made or confirmed by such Promoter Selling
Shareholder, solely, in relation to itself as a Promoter Selling Shareholder and its respect of the Offered Shares.
The BRLMs 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
Shareholder (only to the extent the information pertains to such Promoter Selling Shareholder’s portion of Offered Shares), and
the BRLMs to the Bidders and the public at large and no selective or additional information would be made available for a
section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at the
Bidding Centres or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholder,
the Underwriters and their respective directors, officers, agents, affiliates, trustees 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, the Promoter Selling Shareholder, the Underwriters and each of
their respective directors, officers, agents, affiliates, trustees and representatives accept no responsibility or liability for advising
any investor on whether such investor is eligible to acquire the Equity Shares.
The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, our Subsidiary, the Promoter Selling Shareholder and our Group Companies, and
their respective directors and officers, partners, trustees, affiliates, 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,
the Promoter Selling Shareholder, our Subsidiary and our Group Companies, and each of their respective directors and officers,
partners, trustees, affiliates, associates or third parties, for which they have received, and may in the future receive,
compensation.
Disclaimer in respect of jurisdiction
The Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act,
1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, domestic Mutual Funds, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are
authorised under their respective constitution to hold and invest in equity shares, state industrial development corporations,
public financial institutions as specified under Section 2(72) of the Companies Act, venture capital funds, permitted insurance
companies registered with IRDAI, provident funds with minimum corpus of ₹250 million (subject to applicable law) and
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, 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, Systemically Important NBFCs registered with the RBI and registered multilateral and
bilateral development financial institutions) and permitted Non-Residents including FPIs and Eligible NRIs and AIFs that they
are eligible under all applicable laws and regulations to purchase the Equity Shares.
This Updated Draft Red Herring Prospectus – I does not constitute an offer to sell or an invitation to subscribe to Equity Shares
offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Updated Draft Red Herring Prospectus – I comes is required to inform him or herself about,
and to observe, any such restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate
court(s) in Mumbai, India only. This Updated Draft Red Herring Prospectus – I does not constitute an invitation to subscribe to
or purchase the Equity Shares in the Offer in any jurisdiction, including India. 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 Updated Draft Red Herring
Prospectus – I has been filed with the SEBI for its observations. Accordingly, the Equity Shares represented thereby may not
be issued, directly or indirectly, and this Updated Draft Red Herring Prospectus – I may not be distributed in any jurisdiction,
except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Updated Draft Red
Herring Prospectus – I nor any offer or sale hereunder shall, under any circumstances, create any implication that there has been
477no change in the affairs of our Company or any of the Promoter Selling Shareholder since the date of this Updated Draft Red
Herring Prospectus – I or that the information contained herein is correct as at any time subsequent to this date. 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.
Eligibility and Transfer Restrictions
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, 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
state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold only outside the
United States, in “offshore transactions”, as defined in and in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdictions in which 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 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.
Disclaimer clause of BSE
BSE Limited (“the Exchange”) has given vide its letter dated August 21, 2025, permission to this Company to use the
Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities are proposed to be
listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Company. The Exchange does not in any manner: -
a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company.
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the Exchange.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.
Disclaimer clause of NSE
As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5619 dated August 21, 2025, permission to the Issuer to use
the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed to
be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE
should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it
warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility
for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of
anything stated or omitted to be stated herein or any other reason whatsoever.
Listing
The Equity Shares offered 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 Exchange with which the Basis of Allotment will be finalised.
478If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/Offer Closing Date or such other time as prescribed by SEBI. If our Company does not Allot Equity Shares
pursuant to the Offer within such timeline as prescribed by SEBI, it shall repay without interest all monies received from
Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or
such other rate prescribed by SEBI.
Consents
Consents in writing of the Promoter Selling Shareholder, our Directors, our Company Secretary and Compliance Officer, legal
counsel to our Company as to Indian law, Bankers to our Company, Bankers to the Offer, the BRLMs, Registrar to the Offer,
Independent Chartered Accountant, Statutory Auditor, Independent Chartered Engineer, Practising Company Secretary and
industry data report provider have been obtained and consents in writing of the Syndicate Members, Escrow Collection Bank(s)/
Refund Bank(s)/ Public Offer Account Bank(s)/ Sponsor Bank(s), Underwriters and the Monitoring Agency to act in their
respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required
under the Companies Act and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus
for filing with the RoC.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated November 3, 2025 from our Statutory Auditor, Manian & Rao, Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under section 26(5) of the
Companies Act, 2013, read with the SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus – I 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 their (i) examination report dated November 1, 2025 on our Restated Financial Information included in this
Updated Draft Red Herring Prospectus – I; (ii) their report dated November 3, 2025 on the ‘Statement of Possible Special Tax
Benefits’ available to our Company and equity shareholders under the direct and indirect tax laws, included in this Updated
Draft Red Herring Prospectus – I, and (iii) the certificates issued by them in connection with the Offer in their capacity as the
Statutory Auditor of our Company. Such consent has not been withdrawn as on the date of this Updated Draft Red Herring
Prospectus – I. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within
the meaning as defined under the U.S. Securities Act.
Our Company has received written consent dated November 4, 2025 from Vasan & Sampath LLP, holding a valid peer review
certificate from ICAI, to include its name as required under section 26(5) of the Companies Act, 2013, read with the SEBI
ICDR Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” under Section 2(38) of the Companies
Act, to the extent and in its capacity as an independent chartered accountant, in respect of their certificates in connection with
the Offer and such consent has not been withdrawn as on the date of this Updated Draft Red Herring Prospectus – I. However,
the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined
under the U.S. Securities Act.
Our Company has received written consent dated June 27, 2025 from the independent chartered engineer, namely H.M. Rao
(registration number: M 117575/5), the Chartered Engineer, pursuant to his consent letter dated June 27, 2025 (the “ICE
Certificate”), to include his name, as required, under section 26(5) of the Companies Act, 2013, read with the SEBI ICDR
Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the
Companies Act, to the extent and in their capacity as a chartered engineer, in relation to the ICE Certificate, along with
certificate dated November 10, 2025 certifying inter alia the annual installed capacity, actual production and capacity utilisation
of the manufacturing facilities owned and/or controlled by our Company and details in relation to product portfolio and
manufacturing process of our Company. Such consent has not been withdrawn as on the date of this Updated Draft Red Herring
Prospectus – I. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within
the meaning as defined under the U.S. Securities Act.
Our Company has received written consent from the independent practising company secretary, namely P N Pai & Co.,
Company Secretaries, holding a valid peer review certificate from ICSI pursuant to their consent letter dated June 27, 2025 (the
“PCS Consent”), to include their name, as required, under section 26(5) of the Companies Act, 2013, read with the SEBI ICDR
Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the
Companies Act, in relation to the PCS Consent, along with certificate dated November 4, 2025 certifying compliance with
deemed public issue norms and certificates dated November 10, 2025 certifying the build-up of equity share capital of our
Company and our Promoters, including the Promoter Selling Shareholder, the search report on missing records, independence
of directors and composition of board and statutory committees in the Board, ESOP plan, compliance with structured digital
database and compliance with Companies (Significant Beneficial Owners) Rules, 2018. Such consent has not been withdrawn
479as on the date of this Updated Draft Red Herring Prospectus – I. However, the term “expert” and the consent thereof shall not
be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act.Such consents have
not been withdrawn as on the date of this Updated Draft Red Herring Prospectus – I.
Particulars regarding public or rights issues during the last five years
Our Company has not made any rights issue of Equity Shares during the five years immediately preceding the date of this
Updated Draft Red Herring Prospectus – I.
Further, our Company has not made any public issue of Equity Shares during the five years immediately preceding the date of
this Updated Draft Red Herring Prospectus – I.
Particulars regarding capital issues by our Company and its listed subsidiaries, group companies, associate entities
during the last three years
Other than as disclosed in “Capital Structure – Notes to the Capital Structure – Share Capital history of our Company”
beginning on page 97, our Company has not made any capital issues during the three years preceding the date of this Updated
Draft Red Herring Prospectus – I.
Our Company does not have any group company, subsidiary or associate company, which are listed as on the date of this
Updated Draft Red Herring Prospectus – I.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public offer of 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 in the last five years preceding the
date of this Updated Draft Red Herring Prospectus – I.
Performance vis-à-vis objects – Public/ rights issue of our Company
Our Company has not made any public/ rights issue (as defined in the SEBI ICDR Regulations) during the last five years
preceding the date of this Updated Draft Red Herring Prospectus – I.
Performance vis-à-vis objects – Public/ rights issue of the listed subsidiaries and promoter
None of our Subsidiaries or Promoters are listed on any stock exchanges.
480Price information of past issues handled by the Book Running Lead Managers
A. Motilal Oswal Investment Advisors Limited
1. Price information of past issues handled by Motilal Oswal Investment Advisors Limited (during current Fiscal and two Fiscals preceding the current financial year):
Sr. Issue name Designate Issue Size Issue Listing Opening +/- % change in +/- % change in +/- % change in
No. d Stock (₹ price Date price on closing closing closing price, [+/- %
Exchange million) (₹) Listing price, [+/- % change price, [+/- % change change in
Date in in closing closing benchmark] -
(in ₹) closing benchmark] - benchmark] - 90th 180th calendar days
30th calendar days calendar days from from listing
from listing listing
1. Midwest Ltd## NSE 4,510.00 1065.00 October 24, 2025 1165.00 Not applicable Not applicable Not applicable
2. Canara HSBC Life Insurance NSE 25,159.50 106.00 October 17, 2025 106.00 Not applicable Not applicable Not applicable
Company Ltd$$
3. Jain Resource Recycling Ltd NSE 12,500.00 232.00 October 01, 2025 265.05 71.37% [4.19%] Not applicable Not applicable
4. Epack Prefab Technologies Ltd NSE 5,040.00 204.00 October 01, 2025 183.85 29.77% [4.19%] Not applicable Not applicable
5. Jaro Institute of Technology NSE 4,500.00 890.00 September 30, 890.00 -32.12% [5.86%] Not applicable Not applicable
Management & Research Ltd 2025
6. Atlanta Electricals Limited&& BSE 6,873.41 754.00 September 29, 858.10 27.82% [5.30%] Not applicable Not applicable
2025
7. Ganesh Consumer Products BSE 4,087.98 322.00 September 29, 295.00 -12.05% [5.30%] Not applicable Not applicable
Limited** 2025
8. Saatvik Green Energy Limited& BSE 9001.97 465.00 September 26, 460.00 9.26% [4.71%] Not applicable Not applicable
2025
9. Ivalue Infosolutions Limited NSE 5602.95 299.00 September 25, 284.95 -13.01% [3.63%] Not applicable Not applicable
2025
10. Gem Aromatics Limited NSE 4,512.50 325 August 28, 2025 333.10 -20.37% [1.40%] Not applicable Not applicable
Source: www.nseindia.com and www.bseindia.com
Notes:
1. The S&P CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index, depending upon the designated stock exchange.
2. Price is taken from NSE or BSE, depending upon Designated Stock Exchange for the above calculations.
3. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days is a trading holiday, the previous trading day is considered for the computation. We have taken
the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate the % change in closing price of
the benchmark as on 30th, 90th and 180th days
4. Not applicable – Period not completed.
## A discount of ₹ 101 per equity share was provided to eligible employees bidding in the employee reservation portion.
$$ A discount of ₹ 10 per equity share was provided to eligible employees bidding in the employee reservation portion.
&& A discount of ₹ 70 per equity share was provided to eligible employees bidding in the employee reservation portion.
** A discount of ₹ 30 per equity share was provided to eligible employees bidding in the employee reservation portion.
& A discount of ₹ 44 per equity share was provided to eligible employees bidding in the employee reservation portion.
4812. Summary statement of price information of past issues handled by Motilal Oswal Investment Advisors Limited (during the current Fiscal and two Fiscals preceding the
current financial year):
Financial Total Total funds Nos. of IPOs trading at Nos. of IPOs trading at premium Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of raised discount on as on 30th calendar days from discount as on 180th calendar premium
IPOs (₹ Millions) on as on 30th calendar days listing date days from listing date as on 180th calendar days from
from listing date listing date
Over Between Less than Over Between Less than Over Between Less than Over Between Less than
50% 25% - 25% 50% 25%- 25% 50% 25%- 25% 50% 25%- 25%
50% 50% 50% 50%
2025-2026 17 3,08,352.16 - 1 4 3 4 3 - - - - - -
2024-2025 7 1,08,359.23 - - 2 1 - 4 - 1 1 - 1 4
2023-2024 7 62,714.73 - - 2 - 1 4 - - 2 - 2 3
The information for each of the financial years is based on issues listed during such financial year.
Notes: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
Data for number of IPOs trading at premium/discount taken at closing price on NSE or BSE on the respective date, depending upon the Designated Stock Exchange.
482B. Axis Capital Limited
1. Price information of past issues handled by Axis Capital Limited (during the current Fiscal and two Fiscals preceding the current financial year):
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ millions) price (₹) price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
listing closing benchmark]- closing benchmark]- closing benchmark]-
date 30th 90th 180th calendar days
(in ₹) calendar days from calendar days from from listing
listing listing
1 Lenskart Solutions Limited^(2) 72,780.15 402.00 November 10, 395.00 - - -
2025
2 Rubicon Research Limited&(2) 13,775.00 485.00 October 16, 620.00 - - -
2025
3 Canara Robeco Asset 13,261.26 266.00 October 16, 280.25 - - -
Management Company 2025
Limited(2)
4 LG Electronics India Limited$(2) 116,047.32 1,140.00 October 14, 1,710.10 - - -
2025
5 Tata Capital Limited(2) 155,118.72 326.00 October 13, 330.00 - - -
2025
6 Atlanta Electricals Limited#(1) 6,873.41 754.00 September 29, 858.10 +27.82%, [+5.30%] - -
2025
7 Euro Pratik Sales Limited@ (2) 4,513.15 247.00 September 23, 272.10 +3.08%, [+2.68%] - -
2025
8 Bluestone Jewellery And 15,406.50 517.00 August 19, 510.00 +15.13%, [+1.40%] - -
Lifestyle Limited(2) 2025
9 JSW Cement Limited(2) 36,000.00 147.00 August 14, 153.50 +1.17%, [+1.96%] - -
2025
10 National Securities Depository 40,109.54 800.00 August 6, 2025 880.00 +54.48%, [+0.22%] +40.72%, [+4.26%] -
Limited*(1)
Source: www.nseindia.com and www.bseindia.com
(1) BSE as Designated Stock Exchange
(2) NSE as Designated Stock Exchange
^ Offer Price was ₹ 383.00 per equity share to Eligible Employees
& Offer Price was ₹ 439.00 per equity share to Eligible Employees
$ Offer Price was ₹ 1,032.00 per equity share to Eligible Employees
# Offer Price was ₹ 684.00 per equity share to Eligible Employees
@ Offer Price was ₹ 234.00 per equity share to Eligible Employees
* Offer Price was ₹ 724.00 per equity share to Eligible Employees
Notes:
a. Issue Size derived from Prospectus/final post issue reports, as available.
b. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
483c. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
2. Summary statement of price information of past issues handled by Axis Capital Limited (during the current Fiscal and two Fiscals preceding the current financial year):
Financial Total no. Total funds Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year of raised discount on as on 30th calendar premium on as on 30th discount as on 180th calendar premium as on 180th calendar
IPOs (₹ in Millions) days from calendar days from days from days from listing date
listing date listing date listing date
Over 50% Between Less Over 50% Between Less Over 50% Between Less Over 50% Between Less
25%-50% than 25%-50% than 25%-50% than 25%-50% than
25% 25% 25% 25%
2025-2026* 14 574,066.45 - - 2 1 1 5 - - - 1 - -
2024-2025 20 445,928.65 - 1 2 7 6 4 - 3 3 9 1 4
2023-2024 18 218,638.22 - - 4 2 6 6 - - 3 7 4 4
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
484C. ICICI Securities Limited
1. Price information of past issues handled by ICICI Securities Limited (during current Fiscal and two Fiscals preceding the current financial year):
S. Issue name Issue size Issue price Listing date Opening +/- % change in closing +/- % change in +/- % change in
No. (₹ million) (₹) price on price, [+/- % change in closing price, [+/- % closing price, [+/- %
listing date closing benchmark]- 30th change in closing change in closing
(in ₹) calendar days from listing benchmark]- 90th benchmark]- 180th
calendar days from calendar days from
listing listing
1 Indiqube Spaces
7,000.00 237.00(1) July 30, 2025 216.00 -9.64% [-1.42%] -5.12% [+4.47%] NA*
Limited^^
2 Brigade Hotel Ventures
7,596.00 90.00(2) July 31, 2025 81.10 -3.22% [-1.38%] -7.32% [+4.72%] NA*
Limited^^
3 Aditya Infotech August 05,
13,000.00 675.00(3) 1,015.00 +101.14% [+0.27%] +94.67% [+4.35%] NA*
Limited^^ 2025
4 National Securities August 06,
40,109.54 800.00(4) 880.00 +54.48% [+0.22%] +40.72% [+4.26%] NA*
Depository Limited^ 2025
5 Seshaasai Technologies September
8,130.74 423.00(5) 436.00 -11.45% [+5.89%] NA* NA*
Ltd^ 30, 2025
6 Jain Resource October 01,
12,500.00 232.00 265.05 +71.37% [+4.19%] NA* NA*
Recycling Limited^^ 2025
7 WeWork India October 10,
29,996.43 648.00(6) 650.00 -2.48% [+0.82%] NA* NA*
Management Limited^^ 2025
8 Tata Capital Limited^^ 155,118.70 326.00 October 13, 330.00
NA* NA* NA*
2025
9 November
Orkla India Limited^ 16,673.30 730.00(7) 751.50 NA* NA* NA*
06, 2025
10 Studds Accessories November
4554.88 585.00 570.00 NA* NA* NA*
Limited^ 07, 2025
*Data not available
^BSE as designated stock exchange
^^NSE as designated stock exchange
(1) Discount of Rs. 22 per equity share offered to eligible employees. All calculations are based on Issue price 237.00 per equity share
(2) Discount of Rs. 3 per equity share offered to eligible employees. All calculations are based on Issue price 90.00 per equity share
(3) Discount of Rs. 60 per equity share offered to eligible employees. All calculations are based on Issue price 675.00 per equity share
(4) Discount of Rs. 76 per equity share offered to eligible employees. All calculations are based on Issue price 800.00 per equity share
(5) Discount of Rs. 40 per equity share offered to eligible employees. All calculations are based on Issue price 423.00 per equity share
(6) Discount of Rs. 60 per equity share offered to eligible employees. All calculations are based on Issue price 648.00 per equity share
(7) Discount of Rs. 69 per equity share offered to eligible employees. All calculations are based on Issue price 730.00 per equity share
4852. Summary statement of price information of past issues handled by ICICI Securities Limited (during the current Fiscal and two Fiscals preceding the current financial year):
Fiscal Total Total amount of No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
no. of funds raised discount - 30th calendar days premium - 30th calendar days discount - 180th calendar premium - 180th calendar
IPOs (₹ Mn.) from listing from listing days from listing days from listing
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2025-26* 14 3,93,579.59 - - 6 3 - 2 - - - - - -
2024-25 23 6,47,643.15 - - 5 4 8 6 - 3 5 6 4 5
2023-24 28 2,70,174.98 - - 8 5 8 7 - 1 4 10 5 8
* This data covers issues up to YTD
Notes:
1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.
2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective Issuer Company.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the closing data of
the previous trading day.
486D. IIFL Capital Services Limited
1. Price information of past issues handled by IIFL Capital Services Limited (during current Fiscal and two Fiscals preceding the current financial year):
Sr. Issuer Name Issue Size Issue Designated Listing Date Opening +/- % change in +/- % change in +/- % change in
No. (in Rs. Price Stock Price on closing price*, [+/- closing price*, [+/- closing price*,
Mn) (Rs.) Exchange as Listing % change in % change in [+/- % change in
disclosed in the Date closing closing closing
red herring benchmark]- 30th benchmark]- 90th benchmark]-
prospectus calendar days from calendar days from 180th calendar
filed listing listing days from listing
1. GNG Electronics 4,604.35 237.00 NSE July 30, 2025 355.00 +42.55%, [-1.42%] +35.46%, [+4.47%] N.A.
Limited
2. Aditya Infotech 13,000.00 675.00(2) NSE August 5, 2025 1,015.00 +101.14%, [+0.27%] +94.67%, [+4.35%] N.A.
Limited
3. Bluestone Jewellery 15,406.50 517.00 NSE August 19, 2025 510.00 +15.13%, [+1.40%] N.A. N.A.
and Lifestyle Limited
4. iValue Infosolutions 5,602.95 299.00 NSE September 25, 2025 284.95 -13.01%, [+3.63%] N.A. N.A.
Limited
5. GK Energy Limited 4,642.60 153.00 NSE September 26, 2025 171.00 +44.81%, [+4.63%] N.A. N.A.
6. Ganesh Consumer 4,087.98 322.00(3) BSE September 29, 2025 293.95 -12.05%, [+5.31%] N.A. N.A.
Products Limited
7. Seshaasai Technologies 8,130.74 423.00(4) BSE September 30, 2025 436.00 -11.45%, [+5.89%] N.A. N.A.
Limited
8. Tata Capital Limited 155,118.7 326.00 NSE October 13, 2025 330.00 N.A. N.A. N.A.
9. Rubicon Research 13,775.00 485.00(5) NSE October 16, 2025 620.00 N.A. N.A. N.A.
Limited
10. Studds Accessories 4,554.88 585.00 BSE November 7, 2025 570.00 N.A. N.A. N.A.
Limited
Source: www.nseindia.com; www.bseindia.com, as applicable
(1) A discount of Rs. 37 per equity share was offered to eligible employees bidding in the employee reservation portion.
(2) A discount of Rs. 60 per equity share was offered to eligible employees bidding in the employee reservation portion.
(3) A discount of Rs. 30 per equity share was offered to eligible employees bidding in the employee reservation portion.
(4) A discount of Rs. 40 per equity share was offered to eligible employees bidding in the employee reservation portion.
(5) A discount of Rs. 46 per equity share was offered to eligible employees bidding in the employee reservation portion.
*Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above calculations.
The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing data of the previous
trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public offers.
4872. Summary statement of price information of past issues handled by IIFL Capital Services Limited (during the current Fiscal and two Fiscals preceding the current financial
year):
Financial Total Total Funds No. of IPOs trading at discount No. of IPOs trading at premium No. of IPOs trading at No. of IPOs trading at
Year No. of Raised – 30th calendar days from listing – 30th calendar days from listing discount – 180th calendar premium – 180th calendar
IPO’s (in Rs. Mn) days from listing days from listing
Over Between Less than Over Between Less than Over Between Less Over Between Less than
50% 25-50% 25% 50% 25-50% 25% 50% 25-50% than 50% 25-50% 25%
25%
2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5
2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 4 4
2025-26 17 4,50,143.86 - 1 4 1 3 5 - - - - - -
Source: www.nseindia.com; www.bseindia.com, as applicable
Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective date. In case
any of the days falls on a non-trading day, the closing price on the previous trading day has been considered.
NA means Not Applicable.
488E. Nuvama Wealth Management Limited
1. Price information of past issues handled by Nuvama Wealth Management Limited (during current Fiscal and two Fiscals preceding the current financial year):
S. No. Issue Name Issue Size Issue price Listing Date Opening +/- % change in +/- % change in closing +/- % change in closing
(₹ (₹) Price on closing price, [+/- % price, [+/- % change in price, [+/- % change in
million) # Listing Date change in closing closing benchmark]- closing benchmark]-
(in ₹) benchmark]- 30th 90th calendar days from 180th calendar days
calendar days from listing from listing
listing
1. Anand Rathi Share 7,450.00 414.00* September 30, 432.00 24.03% [5.86%] NA NA
and Stock Brokers 2025
Limited
2. Solarworld Energy 4,900.00 351.00 September 30, 388.50 -3.59% [5.86%] NA NA
Solutions Limited 2025
3. Jaro Institute of 4,500.00 890.00 September 30, 890.00 -32.12% [5.86%] NA NA
Technology 2025
Management and
Research Limited
4. Vikram Solar Limited 20,793.69 332.00 August 26, 2025 338.00 -1.48% [1.40%] NA NA
5. Sambhv Steel Tubes 5,400.00 82.00## July 02, 2025 110.00 55.74% [-2.69%] 31.82% [-3.22%] NA
Limited
6. HDB Financial 1,25,000.0 740.00 July 02, 2025 835.00 2.51% [-2.69%] 1.10% [-3.22%] NA
Services Limited 0
7. ArisInfra Solutions 4,995.96 222.00 June 25, 2025 205.00 -33.84% [-0.72%] -23.21% [-0.17%] NA
Limited
8. Oswal Pumps 13,873.40 614.00 June 20, 2025 634.00 17.96% [-0.57%] 29.28% [0.87%] NA
Limited
9. Ajax Engineering 12,688.84 629.00$ February 17, 576.00 -2.86% [-0.55%] 6.78% [8.97%] 12.42% [7.28%]
Limited 2025
10. Laxmi Dental Limited 6,980.58 428.00 January 20, 2025 528.00 -18.04% [-1.44%] -4.98% [1.92%] 12.24% [6.08%]
Source: www.nseindia.com and www.bseindia.com
* Anand Rathi Share and Stock Brokers Limited- A discount of ₹ 25 per Equity Share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹414 per equity
share
##Sambhv Steel Tubes Limited- A discount of ₹4 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹82 per equity share
$Ajax Engineering Limited- A discount of ₹ 59 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer price of ₹629 per equity share
#As per Prospectus excluding pre-ipo placement
Notes
1. Based on date of listing.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on listing day vs closing index on 30th/
90th / 180th calendar day from listing day.
4893. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
4. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index.
5. Not Applicable. – Period not completed
6. Disclosure in Table-1 restricted to 10 issues.
2. Summary statement of price information of past issues handled by Nuvama Wealth Management Limited (during the current Fiscal and two Fiscals preceding the current
financial year):
Fiscal Total Total No. of IPOs trading at No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. amount discount - 30th calendar days 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
of of funds from listing
IPOs raised Over Between Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
** (₹ Mn.)# 50% 25-50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2025- 8 1,86,913.05 - 2 2 1 - 3 - - - - - -
26^
2024-25 12 2,90,301.9 - 1 5 1 1 4 - 2 3 1 1 5
9
2023-24 9 68,029.67 - 1 1 1 1 5 - 1 3 1 1 3
The information is as on the date of the document
1. Based on date of listing.
2. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
3. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information and benchmark index.
^ For the financial year 2025-26, 8 issues have completed 30 calendar days.
**Pursuant to order passed by Hon’ble National Company Law Tribunal, Mumbai Bench dated April 27, 2023, the merchant banking business of Edelweiss Financial Services Limited (“Edelweiss”) has demerged and now
transferred to Nuvama Wealth Management Limited (“Nuvama”) and therefore the said merchant banking business is part of Nuvama.
#As per Prospectus excluding pre-ipo placement
490Track record of past issues handled by the Book Running Lead Managers
For details regarding the track record of the Book Running Lead Managers, as specified in the SEBI circular bearing reference
number CIR/MIRSD/1/2012 dated January 10, 2012, please see the websites of the Book Running Lead Managers as set forth
in the table below:
S. No Name of the BRLM Website
1. Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com
2. Axis Capital Limited www.axiscapital.co.in
3. ICICI Securities Limited www.icicisecurities.com
4. IIFL Capital Services Limited www.iiflcapital.com
5. Nuvama Wealth Management Limited www.nuvama.com
For further details in relation to the BRLMs, see “General Information – Book Running Lead Managers” on page 88.
Stock Market Data of Equity Shares
This being the 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 retention of records with the Registrar to the Offer for a minimum period of 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, in order to enable the investors to approach the Registrar to the
Offer for redressal of their grievances.
Bidders can contact the Company Secretary and the Compliance Officer and/or the Registrar to the Offer in case 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 orders or non- receipt of funds by electronic mode, etc. For all Offer
related queries and for redressal of complaints, Bidders may also write to the BRLMs, in the manner provided below. Our
Company, the Promoter Selling Shareholder, the BRLMs 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 the applicable
provisions of the SEBI ICDR Regulations.
All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving full details such as name
of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of the Bidder, number
of the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or
the UPI ID (for UPI Bidders), date of Bid cum Application Form and the name and address of the relevant Designated
Intermediary where the Bid was submitted. Further, the Bidder shall also enclose the Acknowledgment Slip or the application
number from the Designated Intermediary in addition to the documents or information mentioned hereinabove. All grievances
relating to Bids submitted through Registered Brokers may be addressed to the Stock 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 clarification
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 BRLMs where the Anchor Investor
Application Form was submitted by the Anchor Investor.
For Offer related grievance investors may contact the Book Running Lead Managers, details of which are given in “General
Information” on page 87.
The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances
of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions,
commission of any acts of the Designated Intermediaries, including any defaults in complying with its obligations under the
SEBI ICDR Regulations. Investors can contact the Compliance Officer or the Registrar to the Offer in case 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 and non-receipt of funds by electronic mode.
SEBI, by way of the SEBI ICDR Master Circular read with circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021 (“March 2021 Circular”), amended by the 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/2021/570 dated June 2, 2021 (“June 2021 Circular”), each to the
491extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, 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, failure to unblock funds for cancelled/ withdrawn/ deleted cases in the stock exchange platforms, failure to unblock
funds in cases of partial allotment by the next working day from the finalisation of basis of allotment, failure to unblock the
funds in cases of non-allotment by the Offer Closing Date, SCSBs blocking multiple amounts for the same UPI mechanism,
and SCSBs blocking more amount in the investors’ accounts than the application amount.
As per the SEBI ICDR Master Circular read with the March 2021 Circular, and the June 2021 Circular, as amended by the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, each to the extent applicable and not rescinded
by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, SEBI has prescribed certain mechanisms for
initial public offerings to ensure proper management of investor issues arising out of the UPI Mechanism, inter alia including
(i) identification of a nodal officer by SCSBs for IPO applications processed through UPI as a payment 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 the SEBI ICDR Master Circular read with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated
February 15, 2018, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, each to the extent not rescinded by the SEBI ICDR Master Circular
in relation to the SEBI ICDR Regulations, 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 the SEBI ICDR Master Circular
read with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, each to the extent not rescinded by
the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, 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 in compliance with the SEBI ICDR Master Circular read with SEBI Master Circular no.
SEBI/HO/MIRSD/POD1/P/CIR/2023/70 dated May 17, 2023, to the extent applicable.
Separately, pursuant to the SEBI ICDR Master Circular and the March 2021 Circular (to the extent not rescinded by the SEBI
ICDR Master Circular in relation to the SEBI ICDR Regulations), the following compensation mechanism shall be applicable
for investor grievances in relation to Bids made through the UPI Mechanism 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 Amount, From the date on which the request for
withdrawn / deleted applications whichever is higher cancellation / withdrawal / deletion is placed
on the bidding platform of the Stock
Exchanges till the date of actual unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked funds other than the From the date on which multiple amounts
the same Bid made through the original application amount; and were blocked till the date of actual unblock
UPI Mechanism
2. ₹100 per day or 15% per annum of the total cumulative
blocked amount except the original Bid Amount,
whichever is higher
Blocking more amount than the 1. Instantly revoke the difference amount, i.e., the From the date on which the funds to the
Bid Amount blocked amount less the Bid Amount; and excess of the Bid Amount were blocked till
the date of actual unblock
2. ₹100 per day or 15% per annum of the difference
amount, whichever is higher
Delayed unblock for non– ₹100 per day or 15% per annum of the Bid Amount, From the Working Day subsequent to the
Allotted/ partially Allotted whichever is higher finalisation of the Basis of Allotment till the
applications date of actual unblock
Further, in the event that there are any delays in resolving the investor grievance beyond the date of receipt of the compliant
from the investor, for each day delayed, the BRLMs shall be liable to compensate the investor ₹100 per day or 15% per annum
492of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which the
investor grievance is received till the date of actual unblock.
Disposal of investor grievances by our Company
Our Company will file an application for obtaining authentication on SCORES platform, in terms of the SEBI circular bearing
number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 and the SEBI circular
(SEBI/HO/OIAE/IGRD/CIR/P/2023/183) dated December 1, 2023, in relation to redressal of investor grievances through
SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB in case of
ASBA Bidders, for the redressal of routine investor grievances shall be 10 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 not received any investor grievances in the last three Financial Years prior to the filing of this Updated Draft
Red Herring Prospectus – I. As at the date of this Updated Draft Red Herring Prospectus – I, there are no outstanding investor
grievances.
Our Company has also appointed Dattatri Manjunatha Hardur, Company Secretary of our Company, as the Compliance Officer
for the Offer and he may be contacted in case of any pre-Offer or post-Offer related problems. For details, see “General
Information” on page 87.
Our Company has constituted a Stakeholders Relationship Committee, which is inter alia responsible for redressal of grievances
of the security holders of our Company, comprising Padmaja Shailen Ruparel, Rohan Ajila and Baikadi Narahari as members.
For details, see “Our Management – Committees of our Board – Stakeholders Relationship Committee” on page 333.
Exemption from complying with any provisions of SEBI ICDR Regulations
As on the date of this Updated Draft Red Herring Prospectus – I, our Company has not sought or been granted by SEBI any
exemption from complying with any provisions of securities laws.
493SECTION VIII: OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act,
SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of the Red Herring Prospectus,
the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/ Allotment Advice and other
terms and conditions as may be incorporated in other documents/ certificates that may be executed in respect of the Offer. The
Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the Offer of
capital and listing and trading of securities, issued from time to time, by SEBI, the GoI, the Stock Exchanges, the RBI, RoC
and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as may be
prescribed by the SEBI, the GoI, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the
Offer.
The Offer
The Offer comprises of a fresh issue of Equity Shares of our Company and an Offer for Sale of Equity Shares by the Promoter
Selling Shareholder. The fees and expenses relating to the Offer shall be borne by our Company and Promoter Selling
Shareholder in the manner as enumerated in the Chapter “Objects of the Offer – Offer Related Expenses” on page 138. The
Promoter Selling Shareholder shall reimburse our Company for any expenses paid in relation to Offer by our Company on
behalf of the Promoter Selling Shareholder.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend, voting and other corporate benefits,
if any, declared by our Company after the date of Allotment. The Equity Shares transferred in the Offer shall be pari passu with
the existing Equity Shares in all respects including dividends. For further details, see “Description of Equity Shares and Terms
of Articles of Association” beginning on page 523.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act,
the Memorandum and Articles of Association, dividend distribution policy of our Company, and provisions of the SEBI Listing
Regulations and any other guidelines or directions which may be issued by the Government in this regard. Dividends, if any,
declared by our Company after the date of Allotment, will be payable to the Bidders who have been Allotted Equity Shares in
the Offer, in accordance with applicable laws. For further details in relation to dividends, see “Dividend Policy” and
“Description of Equity Shares and Terms of Articles of Association” beginning on pages 353 and 523, respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹2 and the Offer Price at the lower end of the Price Band is ₹ [●] per Equity Share and
at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the
BRLMs, and published and advertised in all editions of Financial Express, an English national daily newspaper, all editions of
Jansatta, a Hindi national daily newspaper and Mangaluru edition of Vijayavani, a Kannada daily newspaper, Kannada being
the regional language of Karnataka, where our Registered and Corporate Office is located, each with wide circulation, at least
two Working Days prior to the Bid/ Offer Opening Date, along with the relevant financial ratios calculated at the Floor Price
and at the Cap Price, and shall be made available to the Stock Exchanges for the purpose of uploading the same on their
websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be
pre-filled in the Bid cum Application Forms available on the respective websites of the Stock Exchanges. The Offer Price shall
be determined by our Company, in consultation with the Book Running Lead Managers, after the Bid/Offer Closing Date, on
the basis of, inter alia, the assessment of market demand for the Equity Shares issued, by way of the Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders shall have
the following rights:
(i) Right to receive dividends, if declared;
494(ii) Right to attend general meetings and exercise voting rights, unless prohibited by law;
(iii) Right to vote on a poll either in person or by proxy or by e-voting, in accordance with the provisions of the Companies
Act;
(iv) Right to receive offers for rights shares and be allotted bonus shares, if announced;
(v) Right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied;
(vi) Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and regulations;
and
(vii) Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations and the Articles of Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms
of Articles of Association” beginning on page 523.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in
dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form
on the Stock Exchanges. In this context, our Company has entered into the following agreements with the respective
Depositories and Registrar to the Offer:
(i) Tripartite agreement dated January 11, 2024, amongst our Company, NSDL and Registrar to the Offer; and
(ii) Tripartite agreement effective as of January 24, 2024, amongst our Company, CDSL and Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be
only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares. For further
details, see “Offer Procedure” beginning on page 503.
Jurisdiction
Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai, India.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity
Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, the Sole Bidder, or the 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, shall vest, to the exclusion of all other persons, unless the nomination is verified or cancelled in the prescribed
manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be
entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person
to become entitled to Equity Share(s) in the event of the holder(s)’ death during the minority. A nomination shall stand rescinded
upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be 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 and
Corporate Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the
production of such evidence as may be required by the Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
495Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to make a separate
nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail. If
the Bidder wants to change the nomination, they are requested to inform their respective Depository Participant.
Bid/ Offer programme
EVENT INDICATIVE DATE
Bid/ Offer opens on(1) On or about [●]
Bid/ Offer closes on(2)(3) On or about [●]
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The
Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
(2) Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIB one Working 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 pm on the Bid/Offer Closing Date.
In case of (i) any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid/Offer
Closing Date, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking in
accordance with applicable law. Further, investors shall be entitled to compensation in the manner specified in the SEBI ICDR
Master Circular, in case of delays in resolving investor grievances in relation to blocking/unblocking of fund.
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 Master Circular.
An indicative timetable in respect of the Offer is set out below:
Event Indicative 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 Account* On or about [●]
Credit of Equity Shares to dematerialized accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for cancelled /
withdrawn / deleted ASBA Forms, the 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 BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or
entity responsible for such delay in unblocking. The post Offer BRLMs shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or
15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts
are unblocked. The Bidder shall be compensated in the manner specified in the SEBI ICDR Master Circular read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 , each to the extent not rescinded by the SEBI ICDR
Master Circular, as partially modified by the SEBI T+3 Circular and SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to
be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable, 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 UPI Bidders using
the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation in accordance with SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022 and any subsequent circulars or notifications issued by SEBI in this regard.
The above timetable, other than the Bid/Offer Closing Date, Is Indicative and does not constitute any obligation or
liability on our Company, the Promoter Selling Shareholder or the BRLMs.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid/Offer
Closing Date or such other time as prescribed by SEBI, the timetable may be extended due to various factors, such as extension
of the Bid/ Offer Period by our Company, in consultation with the BRLMs, revision of the Price Band by our Company, in
consultation with the BRLMs, or any delay in receiving the final listing and trading approval from the Stock Exchanges. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with
the applicable laws. Our Promoter Selling Shareholder confirms that it shall extend reasonable assistance as required by our
Company and the BRLMs for the completion of the necessary formalities for listing and commencement of trading of the Equity
496Shares at the Stock Exchanges within three Working Days from the Bid / Offer Closing Date, or within such other period as
prescribed.
The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing Date by
obtaining the same from the Stock Exchanges as per the format prescribed in the SEBI ICDR Master Circular. The
SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the
BRLMs and the Registrar to the Offer on a daily basis in accordance with the SEBI RTA Master Circular.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines
and activities prescribed by SEBI in connection with the allotment and listing procedure within such period as may be 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.
Any circulars or notifications from SEBI post the date of this Updated Draft Red Herring Prospectus – I may result in
changes to the above-mentioned timelines. Further, the Offer procedure is subject to change basis any revised SEBI
circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/ Offer Period (except the Bid/ Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/ Offer Closing Date*
Submission of Electronic Applications Only between 10.00 a.m. and up to 5.00 p.m. IST
(Online ASBA through 3-in-1 accounts) –
For RIBs
Submission of Electronic Applications Only between 10.00 a.m. and up to 4.00 p.m. IST
(Bank ASBA through Online channels like
Internet Banking, Mobile Banking and
Syndicate UPI ASBA applications where
Bid Amount is up to ₹500,000)
Submission of Electronic Applications Only between 10.00 a.m. and up to 3.00 p.m. IST
(Syndicate Non-Retail, Non-Individual
Applications)
Submission of Physical Applications (Bank Only between 10.00 a.m. and up to 1.00 p.m. IST
ASBA)
Submission of Physical Applications Only between 10.00 a.m. and up to 12.00 p.m. IST
(Syndicate Non-Retail, Non-Individual
Applications where Bid Amount is more
than ₹500,000)
Modification/Revision/cancellation of Bids#
Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/ Offer Closing Date
Institutional Bidders categories#
Upward or downward Revision of Bids or Only between 10.00 a.m. and up to 5.00 p.m. IST
cancellation of Bids by RIBs
* UPI mandate end time and date shall be at 5.00 pm on Bid/Offer Closing Date, i.e. [●].
# 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 in case of Bids by QIBs and NIIs; and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs.
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 BRLMs to the Stock Exchanges.
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.
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 Managers and the Registrar to the Offer not later than the next working day
from the finalization of basis of allotment by the Registrar to the Offer, as per the format prescribed in SEBI ICDR Master
Circular.
497It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would
be rejected.
Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/ Offer Closing Date and are advised to submit their Bids no later than 1:00 p.m. IST on the Bid/
Offer Closing Date. Any time mentioned in this Updated Draft Red Herring Prospectus – I 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. Bids will be accepted only during Monday to
Friday (excluding any public holiday), 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, Sundays and public holidays as declared by the
Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system
to be provided by the Stock Exchanges. None among our Company, any Promoter Selling Shareholder or any member of the
Syndicate is liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or otherwise; and (ii)
the blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors,
omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise,
in the UPI Mechanism. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform
during the Bid/ Offer Period till 5:00 pm on the Bid/ Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.
Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer Period in
accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In all
circumstances, (i) the Cap Price shall be at least 105% of the Floor Price and (ii) the Cap Price will be less than or equal to
120% of the Floor Price and (iii) the Floor Price will 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 BRLMs, 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
respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated
Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the
same.
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 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 such time period as prescribed under applicable law, as applicable, our Company
shall pay interest at the rate of 15% per annum or such other rate as prescribed under applicable law.
Subject to applicable law, in the event of under-subscription in the Offer, the Equity Shares will be allotted in the following
order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required to comply with
the minimum subscription to be received in the Offer under applicable law, will be Allotted prior to the sale of Equity Shares
in the Offer for Sale; (ii) next all the Equity Shares held by the Promoter Selling Shareholder and offered for sale in the Offer
will be Allotted; and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be
Allotted by our Company towards the remaining 10% of the Fresh Issue. After achieving the above minimum subscription, if
however, there is under-subscription in achieving the total Offer size, the Equity Shares will be allotted in the following order:
(i) all the Equity Shares offered for sale by the Promoter Selling Shareholder in the Offer for Sale will be Allotted; and (ii)
through the issuance of balance part of the Fresh Issue.
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
498unblocked 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 Promoter Selling Shareholder shall be liable to pay interest
on the application money in accordance with the applicable law.
Under-subscription, if any, in any category except the QIB Portion, would be met with spill-over from the other categories at
the discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange.
Arrangements for disposal of odd lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and
market lot for our Equity Shares will be one Equity Share.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company, in consultation with the Book Running Lead Managers, reserve the
right not to proceed with the Fresh Issue and the Promoter Selling Shareholder, reserves the right not to proceed with the Offer
for Sale, in whole or in part thereof, to the extent of the Offered Shares, after the Bid/ Offer Opening Date but before 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 Book Running Lead Managers, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s),
to unblock the bank accounts of the ASBA Bidders 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. If our Company, in consultation with the Book Running Lead Managers withdraws the Offer after the
Bid/ Offer Closing Date and thereafter determine that our Company 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
(i) the filing of the Prospectus with the RoC; and (ii) obtaining the final listing and trading approvals of the Stock Exchanges,
which our Company shall apply for after Allotment.
Restrictions, if any on transfer and transmission of Equity Shares
Except for the lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in as provided in
“Capital Structure” beginning on page 96, and except as provided in our Articles of Association as detailed in “Description of
Equity Shares and Terms of Articles of Association” beginning on page 523, there are no restrictions on transfer and
transmission of the Equity Shares, and on their consolidation or splitting.
499OFFER STRUCTURE
The Offer is being made through the Book Building Process. The Offer is of up to [●] Equity Shares of face value of ₹2 each
for cash at a price of ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share) aggregating up to ₹ [●] million
comprising of a Fresh Issue of up to [●] Equity Shares of face value of ₹ 2 each aggregating up to ₹ 4,000.00 million by our
Company and an Offer of Sale of up to 17,500,000 Equity Shares of face value of ₹ 2 each aggregating up to ₹ [●] million by
the Promoter Selling Shareholder. The Offer shall constitute [●]%, of the post-Offer paid-up Equity Share capital of our
Company.
Our Company, in consultation with the BRLMs, may consider issue of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ 800.00 million prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO
Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the
Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The
Pre-IPO Placement shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing
of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to
the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and
the Prospectus.
The Offer is being made through the Book Building Process, in terms of Regulation 6(2) and Regulation 31 of the SEBI ICDR
Regulations.
Particulars QIBs(1) NIIs RIBs
Number of Equity Not less than [●] Equity Shares Not more than [●] Equity Shares Not more than [●] Equity Shares
Shares available for available for allocation or Offer less available for allocation or Offer less
Allotment or allocation to QIB Bidders and RIBs allocation to QIB Bidders and NIIs
allocation*(2)
Percentage of Offer Not less than 75% of the Offer shall Not more than 15% of the Offer, or Not more than 10% of the Offer or
size available for be available for allocation to QIBs. the Offer less allocation to QIB the Offer less allocation to QIB
Allotment or allocation However, 5% of the QIB Portion Bidders and RIBs shall be available Bidders and NIIs shall be available
(excluding the Anchor Investor for allocation, subject to the for allocation
Portion) shall be available for following:
allocation proportionately to Mutual (i) one-third of the portion
Funds only. Mutual Funds available to NIIs shall be
participating in the Mutual Fund reserved for applicants with an
Portion will also be eligible for application size of more than
allocation in the remaining balance ₹200,000 and up to ₹1,000,000;
QIB Portion (excluding the Anchor and
Investor Portion). The unsubscribed (ii) two-third of the portion
portion in the Mutual Fund Portion available to NIIs shall be
will be available for allocation to reserved for applicants with
other QIBs application size of more than
₹1,000,000
provided that the unsubscribed
portion in either of the subcategories
specified above may be allocated to
applicants in the other sub-category
of Non- Institutional Bidders.
Basis of Allotment if Proportionate as follows (excluding The Equity Shares available for Allotment to each RIB shall not be
respective category is the Anchor Investor Portion): allocation to NIIs under the Non- less than the minimum Bid Lot,
oversubscribed* a) Up to [●] Equity Shares shall be Institutional Portion, shall be subject subject to availability of Equity
available for allocation on a to the following: Shares in the Retail Portion and the
proportionate basis to Mutual a) one third of the portion remaining available Equity Shares if
Funds only; and available to NIIs being [●] any, shall be allotted on a
b) [●] Equity Shares shall be Equity Shares are reserved for proportionate basis. For details, see
available for allocation on a Bidders Biddings more than “Offer Procedure” beginning on
proportionate basis to all other ₹200,000 and up to ₹1,000,000; page 503
QIBs, including Mutual Funds and
receiving allocation as per (a) b) two third of the portion
above available to NIIs being [●]
Up to 60% of the QIB Category (of Equity Shares are reserved for
up to [●] Equity Shares) may be Bidders Bidding more than
allocated on a discretionary basis to ₹1,000,000.
Anchor Investors of which one-third Provided that the unsubscribed
shall be available for allocation to portion in either of the categories
domestic Mutual Funds only, subject specified in (a) or (b) above, may be
500Particulars QIBs(1) NIIs RIBs
to valid Bids being received from allocated to Bidders in the other
Mutual Funds at or above the Anchor category.
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 503.
Mode of Bid^ Through ASBA Process only (including UPI Mechanism) except in case of Anchor Investors(3)
Minimum Bid Such number of Equity Shares that Such number of Equity Shares that [●] Equity Shares and in multiples of
the Bid Amount exceeds ₹200,000 the Bid Amount exceeds ₹200,000 [●] Equity Shares thereafter
and in multiples of [●] Equity Shares and in multiples of [●] Equity Shares
thereafter thereafter
Maximum Bid Such number of Equity Shares and in Such number of Equity Shares and in Such number of Equity Shares and in
multiple of [●] Equity Shares not multiples of [●] Equity Shares not multiples of [●] Equity Shares so that
exceeding the size of the Offer, exceeding the size of the Offer the Bid Amount does not exceed
subject to applicable limits (excluding QIB portion), subject to ₹200,000
applicable limits
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot A minimum of [●] Equity Shares and in multiples of one Equity Share thereafter for QIBs & RIBs. For NIIs
allotment shall not be less than the minimum NII application size.
Trading Lot One Equity Share
Who can apply(4) Public financial institutions as Resident Indian individuals, Eligible Resident Indian individuals, Eligible
specified in Section 2(72) of the NRIs, HUFs (in the name of the NRIs and HUFs (in the name of
Companies Act, scheduled karta), companies, corporate bodies, karta)
commercial banks, Mutual Funds, scientific institutions, societies and
FPIs (other than individuals, trusts, family offices and FPIs who
corporate bodies and family offices), are individuals, corporate bodies and
VCFs, AIFs, FVCIs, multilateral and family offices and registered with
bilateral development financial SEBI
institutions, state industrial
development corporation, insurance
companies 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(5)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA
Bidder, or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor Investors), that is specified in
the ASBA Form at the time of submission of the ASBA Form
* Assuming full subscription in the Offer
# Our Company, in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor
Investor Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor
Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more
than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, 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
501Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted,
subject to minimum allotment of ₹50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that
the Bid Amount is at least ₹100 million. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being
received at or above the price at which allocation is made to Anchor Investors.
1. Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR and Regulation 6(2) of the SEBI
ICDR Regulations, wherein not less than 75% 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 Managers, 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 Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis only to Mutual Funds, and spill-over from 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, not
more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% 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. Anchor Investors are not permitted to use the ASBA process. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022
(to the extent not rescinded by the SEBI ICDR Master Circular), 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, Stock Exchanges shall, for all categories of investors viz. Retail, 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.
3. In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names
and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form should contain only the
name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such
First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders.
Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
4. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference
between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in
the CAN.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholder,
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 509 and having same PAN
may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with same PAN) may be proportionately distributed.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB
Portion, would be allowed to be met with spill over proportionately from any other category or combination of categories at the
discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws.
Subject to applicable law, in the event of under-subscription in the Offer, the Equity Shares will be allotted in the following
order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required to comply with
the minimum subscription to be received in the Offer under applicable law, will be Allotted prior to the sale of Equity Shares
in the Offer for Sale; (ii) next all the Equity Shares held by the Promoter Selling Shareholder and offered for sale in the Offer
will be Allotted in proportion to their respective Offered Shares; and (iii) once Equity Shares have been Allotted as per (i) and
(ii) above, such number of Equity Shares will be Allotted by our Company towards the remaining 10% of the Fresh Issue. After
achieving the above minimum subscription, if however, there is under-subscription in achieving the total Offer size, the Equity
Shares will be allotted in the following order: (i) all the Equity Shares offered for sale by the Promoter Selling Shareholder in
the Offer for Sale will be Allotted; and (ii) through the issuance of balance part of the Fresh Issue.
502OFFER PROCEDURE
All Bidders should read 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 BRLMs. Please refer to the relevant provisions of the
General Information Document which are applicable to the Offer, including in relation to the process for Bids by UPI Bidders
through the UPI Mechanism. The investors should note that the details and process provided in the General Information
Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions (limited to
instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other
instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on
technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications;
(x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications and electronic registration of bids; 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, had 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 existing process and
existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019.
This Updated Draft Red Herring Prospectus – I has been filed with SEBI and the Stock Exchanges under Chapter IIA of the
SEBI ICDR Regulations and in compliance with the other applicable provisions of the SEBI ICDR Regulations. In terms of
Regulation 59C(5) of the SEBI ICDR Regulations, our Company shall, after filing this Updated Draft Red Herring Prospectus
– I with SEBI and the Stock Exchanges, publish an advertisement, in the form prescribed under the SEBI ICDR Regulations, in
all editions of English national daily newspaper, Financial Express, all editions of Hindi national daily newspaper, Jansatta,
Mangaluru edition of the Kannada daily newspaper, Vijayavani (Kannada being the regional language of Karnataka, where
our Registered and Corporate Office is located) each with wide circulation, disclosing the fact of the filing of this Updated
Draft Red Herring Prospectus – I.
Subject to market conditions and other regulatory approvals, after complying with observations issued by SEBI and the Stock
Exchanges on the Pre-filed Draft Red Herring Prospectus and post incorporation of other updates, our Company has submitted
this Updated Draft Red Herring Prospectus – I with SEBI and the Stock Exchanges. This Updated Draft Red Herring Prospectus
– I will be made public for comments, if any, for a period of at least 21 days from the date of filing of this Updated Draft Red
Herring Prospectus – I with SEBI and the Stock Exchanges and will be available on the website of SEBI at www.sebi.gov.in,
the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and the websites of the BRLMs, i.e., Motilal
Oswal Investment Advisors Limited, Axis Capital Limited, ICICI Securities Limited, IIFL Capital Services Limited and Nuvama
Wealth Management Limited at www.motilaloswalgroup.com, www.axiscapital.co.in, www.icicisecurities.com,
www.iiflcapital.com and www.nuvama.com, respectively, and the website of our Company at https://mpimanipal.com/. Our
Company will file the Updated Draft Red Herring Prospectus – II with SEBI, if required, post incorporation of changes pursuant
to comments from public, if any, on this Updated Draft Red Herring Prospectus – I, along with any changes and observations
issued by SEBI and post incorporation of other updates, if any, prior to the filing of the Red Herring Prospectus with the
Registrar of Companies.
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 extended the timeline for implementation of UPI Phase II until 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 the SEBI T+3 Circular 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. Accordingly, 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 pursuant to the SEBI T+3 Circular.
Further, the SEBI ICDR Master Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, each to the extent not rescinded by the SEBI ICDR
503Master Circular had introduced certain additional measures for streamlining the process of initial public offers and redressing
investor grievances. Subsequently, SEBI vide the SEBI RTA Master Circular (to the extent relevant for RTAs), consolidated
and rescinded the aforementioned circulars. Furthermore, pursuant to 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)
read with the SEBI ICDR Master Circular all individual bidders in initial public offerings whose application sizes are up to
₹500,000 shall use the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022 (to the extent not rescinded by the SEBI ICDR Master Circular), 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).
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 Updated Draft Red Herring Prospectus – I.
The BRLMs shall be the nodal entity for any Issues arising out of public issuance process.
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.
Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with
Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Offer shall be allocated on a proportionate
basis to QIBs, provided that our Company, in consultation with the BRLMs, 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 Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate
basis only to Mutual Funds, and spill-over from 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, in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion will
not be underwritten by the Underwriters pursuant to the Underwriting Agreement. Further, not more than 15% of the Offer
shall be available for allocation on a proportionate basis to NIIs of which one-third of the Non-Institutional Portion will be
available for allocation to Bidders with an application size of more than ₹200,000 up to ₹1,000,000 and two-thirds of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1,000,000 and
undersubscription 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. Further, not more than 10% 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.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
proportionately from any other category or combination of categories of Bidders at the discretion of our Company, in
consultation with the BRLMs, and the Designated Stock Exchange subject to receipt of valid Bids received at or above the
Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other
category or a combination of categories.
Investors 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, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option
of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialised subsequent
to Allotment of the Equity Shares in the Offer, subject to applicable laws.
As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock
Exchanges.
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 RIBs through Designated
Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days 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:
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that
have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer
by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
504unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications
on a daily basis to the SCSBs, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than
one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline and
submit confirmation of the same to the BRLMs and the Registrar to the Offer would result in the SCSBs being penalised under
the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as
well as the post Offer BRLM will be required to compensate the concerned investor.
The Offer will be made under UPI Phase III of the UPI Circulars.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using the UPI
Mechanism. Our Company has appointed certain of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI Bidders using the UPI
Mechanism.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available with
the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office. Electronic copies of the Bid
cum Application Forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process, which
shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Offer through
the ASBA process.
UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected.
ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA
Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not
contain such details are liable to be rejected.
Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below:
(i) UPI Bidders using the UPI Mechanism may submit their ASBA Forms with the Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in
1 type accounts), provided by certain brokers.
(ii) RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the
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
(iii) QIBs and NIIs (other than NIIs using UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked
through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is
blocked in the ASBA account of the Bidder pursuant to SEBI ICDR Master Circular.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted
at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp
are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs,
with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid
Amount in the ASBA Account may submit their ASBA Forms with the SCSBs (except UPI Bidders using the UPI Mechanism).
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid
Amount can be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form will be available with the BRLMs.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
505Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, NIIs, RIBs 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
Notes:
(1) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the website of NSE (www.nseindia.com) and
BSE (www,bseindia.com)
(2) Bid cum Application Forms for Anchor Investors shall be available at the office of the BRLMs
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 application monies blocked. For UPI Bidders using UPI Mechanism, the Stock
Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor
Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. 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 Collection Bank.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of
funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI
Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to
compensate the UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity
(i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI
shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank. The
Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the Book Running Lead Managers for analysing
the same and fixing liability.
For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including details
specified in the SEBI ICDR Master Circular. 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 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/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Offer Period until the Cut-
Off Time.
The Sponsor Bank(s) shall host a web portal for Intermediaries (closed user group) from the date of Bid/ Offer Opening Date
until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI
handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the
Offer Bidding process.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation in accordance with the SEBI ICDR Master Circular read with
the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent not
rescinded by the SEBI ICDR Master Circular and any subsequent circulars or notifications issued by SEBI in this regard.
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, 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
state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold only outside the
United States, in “offshore transactions”, as defined in and in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdictions in which 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 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.
Electronic registration of Bids
a. The Designated Intermediary may register the Bids using the on-line 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 on-line facilities for Book Building on a regular basis before
the closure of the Offer, subject to applicable laws.
506b. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until 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 until 5:00 pm on the Bid/Offer Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/Offer Period after which the Stock Exchange(s) send the bid information to the
Registrar to the Offer for further processing.
Participation by the BRLMs, associates and affiliates of the BRLMs and the Syndicate Member and the persons related
to BRLMs and the Syndicate Member
The BRLMs and the Syndicate Member shall not be allowed to purchase the Equity Shares in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate
Member may purchase Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Category as may be
applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account
or on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate
Member, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Except for Mutual Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are
associates of the BRLMs or FPIs (other than individuals, corporate bodies and family offices) sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs, no BRLMs or their
respective associates can apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the Lead Manager” if: (i) either of them controls, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common
director, excluding nominee director, amongst the Anchor Investors and the BRLMs.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to reject any Bid without
assigning any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.
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 NAV in equity shares or equity related instruments of any single
company provided that the limit of 10% shall not be applicable for investments in case of index funds or exchange traded fund
or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s
paid-up share capital carrying voting rights.
Bids by Eligible 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 (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to
block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible
NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB (if they are
Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism)
to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum
Application Form.
NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further, subject
to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the UPI facility
is enabled for their NRE/ NRO accounts. 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. In accordance with
FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity
share 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
50710% of the total paid-up equity share 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 or such other limit as may be stipulated by RBI in each case, from time to
time. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the
members of the Indian Company in a general meeting, 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.
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).
For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 521.
Participation of Eligible NRIs shall be subject to the FEMA Rules.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should 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/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 will be considered at par with Bids from individuals.
Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies and family offices, for a Bid Amount of less
than ₹200,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount exceeding
₹200,000 would be considered under the Non- Institutional Portion for allocation in the Offer.
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.
1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book
Running Lead Managers.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 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 million.
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds subject to valid
Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be completed
on the same day.
5) Our Company, in consultation with the Book Running Lead Managers, will finalize 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: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100
million; (b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor
Investor; and (c) 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.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain
by the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to the Stock Exchanges.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.
9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period
of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors will
be locked in for a period of 30 days from the date of Allotment.
50810) Neither the Book Running Lead Managers or any associate of the Book Running Lead Managers (other than Mutual
Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of
the BRLMs or FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs
or insurance companies promoted by entities which are associates of the BRLMs or pension funds sponsored by entities
which are associates of the BRLMs) shall apply in the Offer under the Anchor Investors Portion. For details, see “–
Participation by the BRLMs, associates and affiliates of the BRLMs and the Syndicate Member and the persons
related to BRLMs and the Syndicate Member” on page 507.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
Bids by FPIs
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, in consultation with the BRLMs, reserves the
right to reject any Bid without assigning any reason, subject to applicable laws.
To ensure compliance with the applicable limits, SEBI, pursuant to its master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 and the SEBI RTA Master Circular, 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/ FPI investor group who have
invested in the Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as prescribed
by SEBI from time to time.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs
shall not be treated as multiple Bids:
• FPIs which utilise the multi investment manager structure, indicating the name of their respective investment managers
in such confirmation;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• 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;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs
(with same PAN).
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. In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company,
holding of all registered FPIs shall be included.
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 behalf of it subject to, inter alia, the following conditions:
(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
509(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 are pre-approved by the FPI.
The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents (in [●]
colour).
Further, 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 (“MIM Structure”) in accordance with the SEBI
master circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, 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 in the Bid cum Application Forms that the relevant FPIs making
multiple Bids utilize the MIM Structure and indicate the names of their respective investment managers in such confirmations.
In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.
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 this
Updated Draft Red Herring Prospectus – I 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.”
In terms of the SEBI FPI Regulations, the offer of Equity Shares to a single FPI or an investor group (which means multiple
entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of our total
paid-up Equity Share capital of our Company, on a fully diluted basis. Further, in terms of the FEMA Rules, the total holding
by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share capital of our Company on a fully
diluted basis and the aggregate limit for FPI investments shall be the sectoral caps applicable to our Company, which is 100%
of the total paid-up Equity Share capital of our Company on a fully diluted basis. In case the total holding of an FPI or investor
group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total
investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and
the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements.
Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to
the sector in which our Company operates (i.e., up to 100%).
For details of investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 521.
Participation of FPIs shall be subject to the FEMA Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, the Promoter Selling Shareholder or the BRLMs will not be responsible for loss, if any, incurred by the Bidder
on account of conversion of foreign currency.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. The SEBI VCF Regulations and
the SEBI FVCI Regulations prescribe, among other things, the investment restrictions on VCFs and FVCIs, respectively,
registered with SEBI. While the SEBI VCF Regulations have since been repealed, the funds registered as VCFs under the SEBI
VCF Regulations 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
holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF
of FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various prescribed instruments,
including in public offering.
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.
Further, the SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. Category I AIFs and
Category II AIFs cannot invest more than 25% of the investible funds in one investee company directly or through investment
in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible funds in one investee company
directly or through investment in the units of other AIFs. AIFs which are authorised under the fund documents to invest in units
of AIFs are prohibited from offering their units for subscription to other AIFs.
510All 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 or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign
currency.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to reject any Bid without
assigning any reason thereof, subject to applicable law.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company, in consultation with the BRLMs reserve the right to reject any Bid without
assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the as per the Banking Regulation Act,
and the Master– Directions – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, is
10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10%
of the bank’s own paid-up share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital
of such investee company, subject to prior approval of the RBI if (i) the investee company is engaged in non-financial activities
permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional acquisition is
through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The bank
is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. Further no
bank shall hold along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank;
and mutual funds managed by asset management companies controlled by the bank, more than 20% of the investee company’s
paid-up share capital engaged in non-financial services. However, this cap does not apply to the cases mentioned in (i) and (ii)
above.
The aggregate equity investments made by a banking company in all subsidiaries and other entities engaged in financial services
and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-up share capital and
reserves. Bids by banking companies should not exceed the investment limits prescribed for them under the applicable laws.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with applicable law, including the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013, respectively. Such SCSBs
are required to ensure that for making applications on their own account using ASBA, they should have a separate account in
their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making
application in public issues and clear demarcated funds should be available in such account for such applications.
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, our Company, in consultation with the Book Running
Lead Managers, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.
The exposure norms for insurers are prescribed under the IRDAI (Actuarial, Finance and Investment Functions of Insurers)
Regulations, 2024, 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. Insurance companies are entitled to invest only in other listed insurance
companies and insurance companies participating in the Offer are advised to refer to the IRDAI (Actuarial, Finance and
Investment Functions of Insurers) Regulations, 2024, 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 with minimum corpus of ₹250 million and 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, subject to applicable laws, a certified copy of a certificate
511from 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 BRLMs reserves the right to reject any Bid, without
assigning any reason thereof.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs, AIFs, Mutual Funds, insurance companies, systemically important NBFCs, 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 law) 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, in consultation with the BRLMs, reserve the right to accept or reject any Bid in
whole or in part, in either case, without assigning any reason thereof.
Our Company, in consultation with the BRLMs 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 the terms and conditions
that our Company, in consultation with the BRLMs may deem fit.
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 and a net worth certificate from
its statutory auditor, and (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 BRLMs, reserve 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.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer.
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholder and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Updated Draft Red Herring Prospectus – I. 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 regulation or as specified in the Red
Herring Prospectus and the Prospectus, when filed.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and
by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier
Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof
of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of
the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory
and other requirements by our Company and/or the BRLMs 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 Updated Draft Red Herring Prospectus – I 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 NIIs 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 their
Bid(s) until Bid/Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor
Bid/Offer Period.
512Do’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. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed
form;
4. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account
number (i.e. bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form if you are not
an UPI Bidder using the UPI Mechanism in the Bid cum Application Form and if you are an 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;
5. UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank
appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that
the name of the app and the UPI handle which is used for making the application appears in the list 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;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders
(other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General
Information Document;
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before
submitting the ASBA Form to any of the Designated Intermediaries;
8. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders
depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;
9. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Members, Registered Brokers,
RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary;
10. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the
First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA
Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
11. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application Form for
all your Bid options from the concerned Designated Intermediary, if applicable;
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;
13. UPI Bidders 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 to make an application in the Offer and not ASBA Account or bank
account linked UPI ID of any third party;
14. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
15. RIBs not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the
designated branches of SCSBs;
16. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or Sponsor Bank(s), 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, as
the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating
in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor
Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
51317. 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 no. MRD/DoP/Cir-20/2008 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 Income Tax 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;
18. Ensure that the Demographic Details are updated, true and correct in all respects;
19. 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;
20. Ensure that the category and the investor status is indicated in the Bid cum Application Form;
21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
are submitted;
22. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian
laws;
23. Since the Allotment will be in dematerialised form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that
the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, 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, PAN and UPI ID, if applicable, available in the depository database;
24. Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs displayed on
the SEBI website which are live on UPI;
25. UPI Bidders who wish to Bid using the UPI Mechanism, should submit Bid with the Designated Intermediaries,
pursuant to which the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor
Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;
26. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
27. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the
Bid/ Offer Closing Date;
28. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are
required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment
managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the
absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
29. UPI Bidders who have revised their Bids subsequent to making the initial Bid, should also approve the revised UPI
Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid
Amount in their account and subsequent debit of funds in case of allotment in a timely manner;
30. UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the first Bidder (in case
of joint account) in the ASBA Form;
31. Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with notification dated
February 13, 2020 and the press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28,
2023, each issued by the Central Board of Direct Taxes;
32. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the
authorisation 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
514Bid Amount and authorised the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid Cum Application
Form;
33. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor
Investors and UPI Bidders bidding using the UPI Mechanism) 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);
34. Ensure that the Demographic Details are updated, true and correct in all respects;
35. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs; and
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 list 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, is liable to be rejected.
Don’ts:
(a) Do not Bid for lower than the minimum Bid size;
(b) Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
(c) Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
(d) Do not Bid at Cut-off Price (for Bids by QIBs and NIIs);
(e) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
(f) Do not submit the Bid for an amount more than funds available in your ASBA account.
(g) 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 a Bidder;
(h) In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;
(i) If you are a UPI Bidder and are using UPI Mechanism, do not submit more than one ASBA Form for each UPI ID;
(j) Anchor Investors should not Bid through the ASBA process;
(k) Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
(l) Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
(m) Do not submit the General Index Register (GIR) number instead of the PAN;
(n) Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
(o) 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;
(p) Do not submit a 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;
(q) 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);
(r) Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
(s) Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
(t) Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have
submitted a Bid to any of the Designated Intermediaries;
515(u) Do not Bid for Equity Shares in excess of what is specified for each category;
(v) Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or
maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus;
(w) 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 NII. RIBs can revise or withdraw their Bids on or before the Bid/ Offer Closing
Date;
(x) Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;
(y) If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using
your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank
account UPI ID;
(z) 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;
(aa) Do not submit a Bid cum Application Form with a third-party UPI ID or using a third-party bank account (in case of
Bids submitted by UPI Bidders using the UPI Mechanism);
(bb) UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB
or bank which is not mentioned in the list provided on the SEBI website is liable to be rejected;
(cc) Do not Bid if you are an OCB; and
(dd) In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹ 500,000;
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 list 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 is liable to be rejected.
Grounds for Technical Rejection
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to note that
Bids maybe rejected on the following additional technical grounds:
(i) Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
(ii) Bids which do not contain details of the Bid Amount and the bank account or UPI ID (for UPI Bidders) details in the
ASBA Form;
(iii) Bids submitted on a plain paper;
(iv) 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;
(v) 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(s);
(vi) ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI IDs;
(vii) Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;
(viii) Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediary;
(ix) ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
(x) Bids submitted without the signature of the First Bidder or sole Bidder;
(xi) The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
516(xii) 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;
(xiii) GIR number furnished instead of PAN;
(xiv) Bids by RIBs with Bid Amount of a value of more than ₹0.20 million;
(xv) Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
(xvi) Bids accompanied by cheque(s), demand draft(s), stock invest, money order, postal order or cash; and
(xvii) Bids uploaded by QIBs after 4.00 pm on the QIB Bid/Offer Closing Date and by Non-Institutional Bidders uploaded
after 4.00 p.m. on the Bid/Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/Offer Closing
Date, unless extended by the Stock 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 Investors, 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.
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 to the Company Secretary and Compliance Officer. For details of the Company Secretary and
Compliance Officer, see “General Information” on page 87.
Further, in case of any pre-Offer or post Offer related issues regarding share certificates/ dematerialised credit/refund orders/
unblocking etc., investors can reach out to our Company Secretary and Compliance Officer. For details of our Company
Secretary and Compliance Officer, see “General Information” beginning on page 87.
For helpline details of the BRLMs, see “General Information – Book Running Lead Managers” on page 88.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
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; and (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 BRLMs shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking. The post Offer BRLMs shall be liable for
compensating the Bidder at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the
date of receipt of the investor grievance until the date on which the blocked amounts are unblocked. The Bidder shall be
compensated in the manner specified in the SEBI ICDR Master Circular and the SEBI T+3 Circular which for the avoidance
of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable.
Further, Investors shall be entitled to compensation in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (to the extent not rescinded by the SEBI ICDR Master
Circular), in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
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 BRLMs and the Registrar, shall ensure that the Basis of
Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Red Herring Prospectus and the
Prospectus 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.
517The Allotment of Equity Shares to applicants other than to the RIBs, NIIs 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 Portion, and
the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. The allotment of Equity Shares to each
NII shall not be less than minimum application size, subject to the availability of Equity Shares in 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 the SEBI ICDR Regulations.
Payment into Escrow Account(s) for Anchor Investors
Our Company and Promoter Selling Shareholder, in consultation with the BRLMs, in their absolute discretion, will decide the
list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in
their respective names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment
into the Escrow Account(s) should be drawn in favour of:
(i) In case of resident Anchor Investors: “[●]”
(ii) 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
amongst our Company, the Promoter Selling Shareholder, the Syndicate, the Escrow Collection Bank and the Registrar to the
Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, our Company will, after filing the Red Herring Prospectus with the RoC, publish
a pre-Offer and Price Band advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of Financial
Express, a widely circulated English national daily newspaper, all editions of Jansatta, a widely circulated Hindi national daily
newspaper, and Mangaluru edition of Vijayavani, a widely circulated Kannada daily newspaper (Karnataka being the regional
language of Karnataka, where our Registered and Corporate office is located). Our Company shall, in the pre-Offer and Price
Band advertisement state the Bid / Offer Opening Date, the Bid/ Offer Closing Date and the QIB 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 BRLMs and the Registrar to the Offer shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of Financial Express, an English national daily
newspaper, all editions of Jansatta, a Hindi national daily newspaper and Mangaluru edition of Vijayavani, a Kannada daily
newspaper (Kannada being the regional language of Karnataka, where our Registered and Corporate Office is located), each
with wide circulation.
The above information is given for the benefit of the Bidders/applicants. 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 the RoC Filing
(a) Our Company, the Promoter Selling Shareholder and the Underwriters intend to enter into an Underwriting Agreement
on or immediately after the finalisation of the Offer Price but prior to the filing of Prospectus.
(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. 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.
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
518(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 ₹1 million or 1% of
the turnover of our 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.
Undertakings by our Company
Our Company undertakes the following:
(i) adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders (including
Anchor Investor Application Form from Anchor Investors);
(ii) the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
(iii) that the Allotment Advice/refund confirmation to Eligible NRIs shall be dispatched within specified time
(iv) 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 from the Bid/Offer Closing
Date or such other time as prescribed by SEBI under applicable law;
(v) if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;
(vi) the funds required for making refunds/unblocking (to the extent applicable) to unsuccessful Bidders as per the mode(s)
disclosed shall be made available to the Registrar to the Offer by our Company;
(vii) 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;
(viii) except for the Pre-IPO Placement and any allotment of Equity Shares to employees of our Company pursuant to
exercise of options granted under the ESOP Schemes, no further issue of the Equity Shares shall be made from the
date of observations issued by the SEBI on this Updated Draft Red Herring Prospectus – I until the Equity Shares
offered through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA
Account/refunded on account of non-listing, under-subscription, etc.;
(ix) our Company, in consultation with the BRLMs, reserves the right not to proceed with the Offer, in whole or in part
thereof, 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;
(x) if our Company, in consultation with the BRLMs, 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; and
(xi) that our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of the
Equity Shares from all the Stock Exchanges where listing is sought has been received.
Undertakings by the Promoter Selling Shareholder
The Promoter Selling Shareholder in relation to the Offered Shares, undertakes that:
519(i) the Offered Shares being offered by it pursuant to the Offer has been held by it in accordance with Regulation 8A of
the SEBI ICDR Regulations, is fully paid-up and is in dematerialised form;
(ii) it is the legal and beneficial owner of the Offered Shares, and that the Offered Shares shall be transferred in the Offer,
free and clear of any encumbrances; and
(iii) it 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, except for fees and commission for services rendered in relation
to the Offer.
Utilisation of Offer Proceeds
Our Board of Directors certifies and declares that:
(i) all monies received out of the Offer shall be credited/transferred to a separate bank account in a scheduled bank, within
the meaning of Section 40(3) of the Companies Act, 2013;
(ii) details of all monies authorized out of the Offer shall be disclosed, and continue to be disclosed till the time any part
of the Offer proceeds remains un-utilised, under an appropriate head in the balance sheet of our Company indicating
the purpose for which such monies have been authorized; and
(iii) details of all un-utilised monies out of the Offer, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such un-utilised monies have been invested.
520RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the GoI 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, 1991 unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any
extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making
such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign
investment. The Government has from time to time made policy pronouncements on foreign direct investment (“FDI”) through
press notes and press releases. The DPIIT, issued the Consolidated FDI Policy, which, with effect from October 15, 2020
consolidated and superseded all previous press notes, press releases, circulars 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. For further
details, see “Key Regulations and Policies” beginning on page 304.
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.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will
require prior approval of the Government, as prescribed in the Consolidated FDI Policy and the FEMA Rules. Further, in the
event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly,
resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial
ownership will also require approval of the Government. Pursuant to the Foreign Exchange Management (Non-debt
Instruments) (Fourth Amendment) Rules, 2020, issued on December 8, 2020, a multilateral bank or fund, of which India is a
member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the
investments of such bank or fund in India. Each Bidder should seek independent legal advice about its ability to participate in
the Offer. In the event such prior approval of the GoI 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.
As per the existing policy of the Government of India, OCBs cannot participate in the Offer.
Foreign Exchange Laws
The foreign investment in our Company is governed by inter alia the FEMA, as amended, the FEMA Rules and the FDI Policy
issued and amended by way of press notes.
The Consolidated FDI Policy provides that 100% FDI under automatic route is permitted in the marketplace model of e-
commerce, subject to compliance with conditions prescribed in the FEMA Rules and Consolidated FDI Policy, while FDI is
not permitted in the inventory based model of e-commerce.
In terms of the FEMA Rules, a person resident outside India may make investments into India, subject to certain terms and
conditions. In terms of the FEMA Rules and the FDI Policy, any investment, subscription, purchase or sale of equity instruments
by entities of a country which shares land borders with India or where the beneficial owner of an investment into India is
situated in or is a citizen of any such country will require prior approval of the Government, as prescribed in the FDI Policy
and the FEMA Rules. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules,
2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of
a particular country nor shall any country be treated as the beneficial owner of the investments of such bank or fund in India.
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 in writing about such approval along with a copy thereof within the Bid/ Offer Period.
In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be
included. The aggregate limit for FPI investments shall be the sectoral cap applicable to our Company. 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.
521The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholder and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Updated Draft Red Herring Prospectus – I. 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.
522SECTION IX: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
The Articles of Association have been adopted by our Board of Directors pursuant to a resolution dated June 23, 2025 and
approved pursuant to the provisions of Section 14 of the Companies Act, 2013 by a special resolution passed in the
extraordinary general meeting of our Company held on June 24, 2025. The Articles of Association have been adopted as the
Articles of Association in substitution for and to the exclusion of all the existing Articles thereof.
No material clause of the Articles of Association having bearing on the Offer or the disclosures required in this Updated Draft
Red Herring Prospectus – I has been omitted. As on date of this Updated Draft Red Herring Prospectus – I, the provisions of
the Articles of Association are in compliance with the Companies Act.
The Articles of Association include two parts, Part A and Part B, which parts shall, unless the context otherwise requires, co-
exist with each other until the date of filing of the Red Herring Prospectus with the RoC or an earlier date as may be prescribed
or suggested by SEBI in connection with the Offer (such date being the “Event”).
In case of any inconsistency or contradiction, conflict or overlap between Part A and Part B, the provisions of Part B shall
prevail and be applicable until the Event. All articles of Part B shall automatically terminate and cease to have any force and
effect from the Event and the provisions of Part A shall continue to be in effect and be in force, without any further corporate
or other action, by the Company or by its shareholders.
Preliminary
a) Except in so far as expressly or implicitly excluded by the following Articles, the regulations contained in Table ‘F’
in the First Schedule to the Companies Act, 2013 shall apply to the Company.
b) The regulations for the management of the Company and the observance by the Members thereof shall be such as are
contained in these Articles.
c) This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies Act,
2013 and by a Special Resolution passed at the Extraordinary General Meeting of Manipal Payment and Identity
Solutions Limited (the “Company”) held on June 24, 2025. These Articles have been adopted as the Articles of
Association of the Company in substitution for and to the exclusion of all the existing Articles thereof.
d) The Articles of Association of the Company comprise two parts, Part A and Part B, which parts shall, unless the
context otherwise requires, co-exist with each other until, subject to applicable laws, the date of receipt of final listing
and trading approvals from the Stock Exchanges for the listing and trading of the Equity Shares pursuant to the initial
public offering by our Company ("Listing”). Notwithstanding anything to the contrary contained in these Articles, in
case of any inconsistency, contradiction, conflict or overlap between Part A and Part B, the provisions of Part B shall
prevail and be applicable until Listing or as per applicable laws. However, any and/or all articles of Part B shall
automatically stand deleted and cease to have any force and effect from such date(s) as prescribed under applicable
laws and/or from the date of Listing, and the provisions of Part A shall continue to be in effect and be in force, without
any further corporate or other action, by our Company or by its shareholders.
e) At any point of time from the date of adoption of these Articles of Association, if the Articles of Association are or
become contrary to the provisions of the Act or any other applicable laws, the provisions of such applicable laws shall
prevail over the Articles of Association to such extent and the Company shall discharge all of its obligations as
prescribed under the applicable laws, from time to time. Upon filing of the draft red herring prospectus or a pre-filed
draft red herring prospectus with the Securities and Exchange Board of India or other equivalent Governmental
Authority and/or red herring prospectus before listing of the shares on a recognized stock exchange and/or upon listing
of the shares on a recognized stock exchange, if the Articles of Association are or become contrary to the provisions
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended (the “SEBI Listing Regulations”), the provisions of the SEBI Listing Regulations shall prevail over the
Articles to such extent and the Company shall discharge all of its obligations as prescribed under the SEBI Listing
Regulations.
PART ‘A’
PART – I
INTERPRETATION
1. In these regulations -
a) ‘the Act’ means the Companies Act, 2013 and Companies Act, 1956 to the extent applicable.
5232. Unless the context otherwise requires, words or expressions contained in these Regulations shall bear the same
meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become
binding on the Company.
The Regulations contained in Table “F” in the Schedule I to the Companies Act, 2013 shall apply to this Company so
far as they are applicable to a public limited company save in so far as they are expressly or implicitly excluded by
the following Articles.
SHARE CAPITAL AND VARIATION OF RIGHTS
3. The authorized share capital of the Company shall be as per Clause V of Memorandum of Association of this Company
with power to increase or reduce the capital in accordance with the Company's regulations and legislative provisions
for the time being in force in that behalf with the powers to divide the share capital, whether original increased or
decreased into several classes and attach thereto respectively such ordinary, preferential or special rights and
conditions in such a manner as may for the time being be provided by the regulations of the Company and allowed by
law.
4. Subject to the provisions of the Act and these Articles, the shares in the 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 such persons, in such
proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time
to time think fit.
5. Every person whose name is entered as a member in the register of members shall be entitled to receive within two
months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the
application for the registration of transfer or transmission or within such other period as the conditions of issue shall
be provided,
a. One certificate for all his shares without payment of any charges; or
b. Several certificates, each for one or more of his shares, upon a request from the member in writing.
6. Every certificate shall specify the shares to which it relates and the amount paid-up thereon.
7. In respect of any 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 for a share to one of several joint holders shall be sufficient delivery to all
such holders.
8. If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued
in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company
and on execution of such indemnity as the Company deem adequate, a new certificate in lieu thereof shall be given.
Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.
9. The provisions of Articles 7 to 9 above shall mutatis mutandis apply to debentures (except where the Act otherwise
requires) of the Company.
10. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and
the Company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.
11. The Company may exercise the powers of paying commissions conferred by sub-section (6) of Section 40, provided
that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner
required by that Section and rules made there under.
12. The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-Section
(6) of Section 40.
13. 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.
14. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Section 48, and
whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths
524of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders
of the shares of that class.
15. To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis
apply, but so that the necessary quorum shall be in accordance with Section 103.
16. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further shares ranking pari-passu therewith.
17. 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.
LIEN
18. The Company shall have a first and paramount lien-
a. on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or
payable at a fixed time, in respect of that share; and
b. on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies
presently payable by him or his estate to the Company:
Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the
provisions of this clause.
The fully paid-up shares shall be free from all lien and in the case of partly paid-up shares the Company’s lien shall
be restricted to moneys called or payable at a fixed time in respect of such shares.
19. The Company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time
in respect of such shares.
20. The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien:
Provided that no sale shall be made-
a. unless a sum in respect of which the lien exists is presently payable; or
b. until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of
the amount in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the person entitled thereto by reason of his death or insolvency.
21. To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser
thereof.
22. The purchaser shall be registered as the holder of the shares comprised in any such transfer.
23. 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.
24. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable.
25. 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.
CALLS ON SHARES
26. The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares
(whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month
from the date fixed for the payment of the last preceding call. Further, provided that the option or right to call on shares
shall not be given to any person or persons without the sanction of the Company in the General Meeting.
52527. Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of
payment, pay to the Company, at the time or times and place so specified, the amount called on his shares.
28. A call may be revoked or postponed at the discretion of the Board.
29. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed
and may be required to be paid by installments.
30. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
31. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from
whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual
payment at ten per cent per annum or at such lower rate, if any, as the Board may determine.
32. The Board shall be at liberty to waive payment of any such interest wholly or in part.
33. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account
of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be
a call duly made and payable on the date on which by the terms of issue such sum becomes payable.
34. In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.
35. The Board-
a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him; and
b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently
payable) pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise
direct, twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum
in advance.
Provided that money paid in advance of calls on any Share may carry interest but shall not confer a right to dividend
or to participate in profits.
TRANSFER OF SHARES
36. The securities issued and allotted by the Company shall be freely transferable. The instrument of transfer of any Shares
shall be in such form as may be prescribed under the Act and in writing, and all the applicable provisions of the Act
for the time being in force shall be duly complied with, in respect of all transfers of Shares and the registrations thereof.
A common form of transfer shall be used in case of transfer of Shares.
37. The Board may decline to recognise any instrument of transfer unless-
a. the instrument of transfer is in the form as prescribed in rules made under sub-Section (1) of Section 56;
b. the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
c. the instrument of transfer is in respect of only one class of shares.
38. On giving not less than seven days’ previous notice in accordance with Section 91 and rules made there under, the
registration of transfers may be suspended at such times and for such periods as the Board may from time to time
determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-
five days in the aggregate in any year.
39. The provisions of Section 58 and 59 of the Act, regarding powers to refuse registration of transfer and appeal against
such refusal, should be adhered to. Provided that registration of 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 when the Company has a lien on the shares. Transfer of shares / debentures in whatever lot shall
not be refused.
526TRANSMISSION OF SHARES
40. On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees
or legal representatives where he was a sole holder, shall be the only persons recognised by the Company as having
any title to his interest in the shares.
41. Nothing in Article 47 shall release the estate of a deceased joint holder from any liability in respect of any share which
had been jointly held by him with other persons.
42. Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter
provided, elect, either—
a. to be registered himself as holder of the share; or
b. to make such transfer of the share as the deceased or insolvent member could have made.
43. The board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before his death or insolvency.
44. If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to
the Company a notice in writing signed by him stating that he so elects.
45. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
46. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration
of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the
member had not occurred and the notice or transfer were a transfer signed by that member.
47. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that
he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the Company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself
or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice
have been complied with.
FORFEITURE OF SHARES
48. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at
any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him
requiring payment of so much of the call or installment as is unpaid, together with any interest which may have
accrued.
49. The notice aforesaid shall-
a. name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice)
on or before which the payment required by the notice is to be made; and
b. state that, in the event of non-payment on or before the day so named, the shares in respect of which the call
was made shall be liable to be forfeited.
50. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has
been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect.
51. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
52. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
53. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall,
notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the date of forfeiture, were
presently payable by him to the Company in respect of the shares.
52754. The liability of such person shall cease if and when the Company shall have received payment in full of all such
monies in respect of the shares.
55. A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the Company,
and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence
of the facts therein stated as against all persons claiming to be entitled to the share;
56. The Company may receive the consideration, if any, given for the share on any sale or disposal thereof and may
execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
57. The transferee shall thereupon be registered as the holder of the share; and
58. The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share
be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
share.
59. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the
terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by
way of premium, as if the same had been payable by virtue of a call duly made and notified.
ALTERATION OF CAPITAL
60. The Company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided
into shares of such amount, as may be specified in the resolution.
61. Subject to the provisions of Section 61, the Company may, by ordinary resolution, —
a. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
b. convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of
any denomination;
c. sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;
d. cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any person.
62. Subject to the provisions of Section 62, the Company may increase its subscribed capital by the issue of further shares,
such shares shall be offered-
a. to persons who, at the date of the offer, are holders of equity shares of the Company in proportion, as nearly
as circumstances admit, to the paid-up share capital on those shares;
b. employees under a scheme of employees’ stock option, subject to special resolution passed by Company and
subject to such conditions as may be prescribed in the Companies Act and Rules made there under; or
c. any persons, if it is authorised by a special resolution, whether or not those persons include the persons
referred to in clause (a) or clause (b) above either for cash or for consideration other than cash in accordance
with the Act and Rules made thereunder.
63. Where shares are converted into stock,-
a. the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
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 privilege or advantage (except participation in the
dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of
stock which would not, if existing in shares, have conferred that privilege or advantage.
528c. such of the regulations of the Company as are applicable to paid-up shares shall apply to stock and the words
“share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.
64. The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and
consent required by law,-
a. its share capital;
b. any capital redemption reserve account; or
c. any share premium account.
CAPITALISATION OF PROFITS
65. The Company in general meeting may, upon the recommendation of the Board, resolve -
a. that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the
Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for
distribution; and
b. that such sum be accordingly set free for distribution in the manner specified in Article 70 amongst the
members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
66. The sum aforesaid shall not be paid in cash but shall be applied either in or towards -
a. paying up any amounts for the time being unpaid on any shares held by such members respectively;
b. paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-up, to
and amongst such members in the proportions aforesaid;
c. partly in the way specified in sub-clause (a) and partly in that specified in sub-clause (b);
d. A securities premium account and a capital redemption reserve account may, for the purposes of this
regulation, be applied in the paying up of unissued shares to be issued to members of the Company as fully
paid bonus shares;
e. The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.
67. Whenever such a resolution as aforesaid shall have been passed, the Board shall-
1. make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all
allotments and issues of fully paid shares if any; and
2. generally do all acts and things required to give effect thereto.
68. The Board shall have power-
a. to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks
fit, for the case of shares becoming distributable infractions; and
b. to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the
Company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to
which they may be entitled upon such capitalisation, or as the case may require, for the payment by the
Company on their behalf, by the application thereto of their respective proportions of profits resolved to be
capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares;
69. Any agreement made under such authority shall be effective and binding on such members.
BUY-BACK OF SHARES
70. Notwithstanding anything contained in these articles but subject to the provisions of Sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the Company may purchase its own shares
or other specified securities.
GENERAL MEETINGS
71. All General Meetings other than the Annual General Meeting shall be called Extra-ordinary General Meetings.
52972. a. The Board may whenever it thinks fit, call an Extra-ordinary General Meetings.
b. If at any time directors capable of acting who are sufficient in number to form a quorum are not within India,
any director or any two members of the Company may call an extraordinary general meeting in the same
manner, as nearly as possible, as that in which such a meeting may be called by the Board.
c. The Board shall, on a requisition made by, such number of members who hold, on the date of the 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 call an Extraordinary General Meeting.
73. At least twenty-one days, clear notice of General Meetings of the Company, specifying
the date, day, hour and place of meeting and the objects shall be given. In every such notice calling meeting of the
Company there will appear a statement that member is entitled to appoint proxy to attend and to vote instead of himself.
A General Meeting may be called after giving a notice shorter than twenty-one days if consent is accorded in case of
any general meeting of all the members entitled to vote thereat and in case of any other meeting by members holding
not less than 95 (Ninety Five) percent of the paid up share capital and is given a right to vote in a meeting.
74. No business shall be transacted at any general meeting, unless quorum of members in present. At least two members
present in person shall be the quorum for general meeting subject to the provisions of Section 103 of the Companies
Act, 2013.
75. The Chairman, if any, of the Board, shall preside as Chairman of all Board and general meetings, of the Company. If
at any time the Chairman is not present within 15 minutes after the time appointed for holding the same, the Directors
present shall elect one of the Directors present to be Chairman of such meeting. If no director is present or unwilling
to act as Chairman, the members may appoint one of their members as Chairman.
76. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company
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.
ADJOURNMENT OF MEETING
77. The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the
meeting, adjourn the meeting from time to time and from place to place.
78. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place.
79. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting.
80. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting.
VOTING RIGHTS
81. Subject to any rights or restrictions for the time being attached to any class or classes of shares,:
a. on a show of hands, every member present in person shall have one vote; and
b. on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital
of the Company.
82. A member may exercise his vote at a meeting by electronic means in accordance with Section 108 and shall vote only
once.
83. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders.
84. For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
85. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy,
may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee
or guardian may, on a poll, vote by proxy.
53086. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the
poll.
87. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in
respect of shares in the Company have been paid.
88. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the
vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
89. Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final
and conclusive.
PROXY
90. A proxy need not be a member of the Company and is entitled to vote in the meeting only where the voting is by poll.
91. The instrument appointing a proxy, which shall be in the form and manner prescribed in the Act and the rules made
thereunder, and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that
power or authority, shall be deposited at the registered office of the Company not less than 48 hours before the time
for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the
case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument
of proxy shall not be treated as valid.
92. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death
or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or
the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
BOARD OF DIRECTORS
93. The number of Directors shall not be less than three and not more than fifteen.
94. Subject to the applicable provisions of the Companies Act, 2013, the Company may appoint Managing Director.
95. Subject to the provisions of Sections 149 of the Companies Act 2013, the Company by an ordinary resolution may
increase or reduce the number of Directors.
96. The first Director(s) of the Company are:
a. Mr. T. Satish U. Pai
b. Mr. T. Gautham Pai
97. Subject to applicable laws, the office of a Director shall be liable to be determined by rotation except in case of
Nominee Directors and Independent Directors.
98. Any person, whether a member of the Company or not may be appointed as Director. No qualification by way of
holding shares in the Capital of the Company shall be required of any director.
99. Subject to the provisions of Section 149 read with sub section (1) of the Section 161 of the Companies Act, 2013, the
Board at its meeting of the Board or by passing a resolution by circulation shall have the power from time to time, to
appoint a person, other than a person who fails to get appointed as a director in a general meeting, as an additional
Director, provided the number of the Directors and the additional directors together shall not at any time exceed the
maximum strength fixed under these articles.
100. Such person shall hold office only up to the date of the next annual general meeting of the Company but shall be
eligible for appointment by the Company as a director at that meeting subject to the provisions of the Act.
101. The Board at a Meeting of the Board may fill any casual vacancy occurring in the Board of Directors. Any person so
appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have
held office if the vacancy had not occurred as aforesaid.
102. Subject to sub section (2) of the section 161 of the Companies Act, 2013, the Board at its meeting or by passing a
resolution by circulation shall have the power from time to time to appoint an Alternate Director to act for a Director,
531hereinafter called in this Clause `The Original Director’ during his absence for a period of not less than three months
from India. An alternate Director appointed as aforesaid shall be vacated office if and when the Original Director
returns to India.
103. A Director may resign from his office. No notice period is required for a Director who is neither a Managing Director
nor a Whole-time Director. The resignation takes effect from the date of the resignation letter or the date of receipt of
the resignation letter by the Company, whichever is earlier.
104. The Directors shall be paid sitting fee, as may be determined by the Board of Directors from time to time and in
accordance with the table of fees prescribed in this regard by the government for attending the meeting of the Board
of Directors or any Committee/s thereof attended by him and shall be paid in addition thereto all travelling, total and
other expenses properly incurred by him in attending and returning from meetings of the Board or any committee
thereof or General Meetings of the Company or in connection with the business of the Company to and from any
place.
105. Except as otherwise provided by these Articles, all the Directors of the Company shall have in all matters equal rights
and privileges, and be subject to equal obligations and duties in respect of the affairs of the Company.
106. The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-
to-day.
107. In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel
and other expenses properly incurred by them in attending and returning from meetings of the Board of Directors or
any committee thereof or general meetings of the Company; or in connection with the business of the Company.
108. The Board may pay all expenses incurred in getting up and registering the Company.
109. Subject to Section 88 of the Act and Rules made there under, the Company may keep in any country outside India, a
part its Register of Members called “Foreign Register” containing the names and particulars of the members, debenture
holders, other security holders or beneficial owners residing outside India and the Board may make and vary such
regulations as it may thinks fit respecting the keeping of any such register.
110. The Company or an investor may exercise an option to issue, deal in, hold the securities (including shares) with a
Depository in electronic form and the certificates in respect thereof shall be dematerialised, in which event the rights
and obligations of the parties concerned and matters connected therewith or incidental thereof, shall be governed by
the provisions of the Depositories Act, 1996 as amended from time to time or any statutory modification thereto or re-
enactment thereof.
111. The Company shall cause to be kept a register and index of beneficial owners in accordance with all applicable
provisions of the Companies Act, 2013 and the Depositories Act, 1996 with details of shares held in dematerialised
forms in any medium as may be permitted by law including in any form of electronic medium. The Company shall be
entitled to keep in any country outside India a branch register of beneficial owners residing outside India.
112. 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.
113. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept
for that purpose.
Notwithstanding anything to the contrary contained in these Articles, and in terms of the provisions of Section 71 of
the Companies Act, 2013 and other applicable provisions or laws, the Board shall appoint from time to time, any
person or persons as “Nominee Director/s” as nominated by a financial or lending institution/ lender/ security trustee/
debenture trustee in pursuance of any agreement/ deed or provisions of any law for the time being in force, on the
Board of the Company, and to remove from such office any person or persons so appointed and to appoint any person
or persons in his or their place/s subject to prior written consent of the person nominating the “Nominee Director”.
The Board may allow an individual to attend Board meeting as an observer.
a) The Nominee Director/board observer shall be appointed member of all committees if any constituted by the
Company.
b) The Nominee Director/board observer shall not be required to hold qualification shares nor be liable to retire
by rotation.
532c) The Nominee Director/board observer shall be entitled to receive all notices, agenda, etc. and to attend all
general meetings and board meetings and all committee meetings constituted the Company of which (s)he is
a member.
d) The Nominee Director/board observer shall have the right to speak, ask questions, seek clarifications in all
board meetings and committees’ meetings, provided however that the observer shall not be entitled to vote
at any such board or committee meetings.”
PROCEEDINGS OF THE BOARD
114. The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks
fit.
115. A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of
the Board.
116. Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a
majority of votes.
In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
117. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is
reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act
for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting
of the Company, but for no other purpose.
118. The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
119. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time
appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the
meeting.
120. The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such
member or members of its body as it thinks fit.
121. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be
imposed on it by the Board.
122. A committee may elect a Chairperson of its meetings.
123. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time
appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the
meeting.
124. A committee may meet and adjourn as it thinks fit.
125. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present,
and in case of an equality of votes, the Chairperson shall have a second or casting vote.
126. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or
more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid
as if every such director or such person had been duly appointed and was qualified to be a director.
127. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of
a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be
valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER
128. Subject to the provisions of the Act,-
a. A chief executive officer, manager, company secretary or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief
executive officer, manager, company secretary or chief financial officer so appointed may be removed by
means of a resolution of the Board;
533b. A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
129. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief
executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or
to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary
or chief financial officer.
DIVIDENDS AND RESERVE
130. The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by
the Board.
131. Subject to the provisions of Section 123, the Board may from time to time pay to the members such interim dividends
as it may deem fit in line with the Board’s dividend policy.
132. The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks
fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits
of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends;
and pending such application, may, at the like discretion, either be employed in the business of the Company or be
invested in such investments (other than shares of the Company) as the Board may, from time to time, thinks fit.
133. Where the Company has declared a dividend but which has not been paid or claimed within thirty (30) days from the
date of declaration, the Company shall, within seven (7) days from the date of expiry of the said period of thirty (30)
days, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of thirty (30)
days, to a special account to be opened by the Company in that behalf.
134. The Board may also carry forward any profits which it may consider necessary not to divide, without setting them
aside as a reserve.
135. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be
declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is
paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid
according to the amounts of the shares.
136. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation
as paid on the share.
137. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares
during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms
providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.
138. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him
to the Company on account of calls or otherwise in relation to the shares of the Company.
139. Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address
of that one of the joint holders who is first named on the register of members, or to such person and to such address
as the holder or joint holders may in writing direct.
140. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
141. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies
payable in respect of such share.
142. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner
mentioned in the Act.
143. No dividend shall bear interest against the Company.
144. Further, there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law and the Company
shall comply with the provisions of Sections 124 and 125 of the Act in respect of all unclaimed or unpaid Dividends.
ACCOUNTS
534145. The Board shall from time to time determine whether and to what extent and at what times and places and under what
conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of
members not being directors.
146. No member (not being a director) shall have any right of inspecting any account or book or document of the Company
except as conferred by law or authorised by the Board or by the Company in general meeting.
WINDING UP
147. Subject to the provisions of the Act and rules made there under -
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 members, in specie or kind, the
whole or any part of the assets of the Company, whether they shall consist of property of the same kind or
not.
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 members or different
classes of members.
c. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled
to accept any shares or other securities whereon there is any liability.
INDEMNITY
148. Every officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by
him in 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.
149. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its shares,
debentures and other securities pursuant to the Depositories Act, 1996.
150. The Company shall be entitled to rematerialize its shares, debentures and other securities held in the Depositories
pursuant to Depositories Act, 1996.
151. All securities held by depository shall be dematerialized and be in fungible form.
152. Notwithstanding anything contained in the Companies Act, 2013 or these Articles to the contrary, where securities are
held in a depository, the records of the beneficial owners may be served by such depository on the Company by means
of electronic mode or by delivery of discs.
153. Notwithstanding anything contained in the Companies Act, 2013 or these Articles where securities are dealt with by
a depository, the Company shall intimate the details thereof to the depositories immediately on allotment of such
securities.
154. Notwithstanding anything contained in the Companies Act, 2013 or these Articles regarding the necessity of having
distinctive numbers for securities issued by the Company shall not apply to securities held with a depository.
PART ‘B’
Part B of the Articles of Association provides for, among other things, the rights of certain shareholders pursuant to the
Shareholders’ Agreement. For more details in relation to the SHA, see “History and Certain Corporate Matters – Details of
subsisting key agreements, inter-se agreements and shareholders’ agreements – Shareholders’ Agreement” on page 313.
535MATERIAL 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) and are or may be deemed material
will be attached to the copy of the Red Herring Prospectus, delivered to the RoC for filing and also the documents for inspection
referred to hereunder, may be inspected at our Registered Office and our Corporate Office from 10.00 am to 5.00 pm IST on
Working Days, and shall also be available for inspection on our Company’s website at https://mpimanipal.com/investor-corner/,
from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date, except for such contracts and documents that
will be executed subsequent to the completion of the Bid/Offer Closing Date.
Any of the contracts or documents mentioned in this Updated Draft Red Herring Prospectus – I 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 notice to the Shareholders,
subject to compliance of the provisions contained in the Companies Act and other applicable law.
Material Contracts to the Offer
1. Offer Agreement dated June 28, 2025 among our Company, the Promoter Selling Shareholder and the BRLMs.
2. Registrar Agreement dated June 27, 2025 among our Company, the Promoter Selling Shareholder and Registrar to the
Offer.
3. Cash Escrow and Sponsor Bank Agreement dated [●] among our Company, the Promoter Selling Shareholder, the
BRLMs, the Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s), the Sponsor Banks,
Syndicate Member(s) and the Registrar to the Offer.
4. Share Escrow Agreement dated [●] between our Company, the Promoter Selling Shareholder and the Share Escrow
Agent.
5. Syndicate Agreement dated [●] among our Company, the Promoter Selling Shareholder, the BRLMs, the Syndicate
Members and the Registrar to the Offer.
6. Underwriting Agreement dated [●] among our Company, the Promoter Selling Shareholder and the Underwriters.
7. Monitoring Agency Agreement dated [●], entered into between our Company and the Monitoring Agency.
Material Documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company as amended from
time to time.
2. Our certificate of incorporation dated February 19, 2008, issued to our Company by the Assistant Registrar, Registrar
of Companies, Karnataka, at Bengaluru, fresh certificate of incorporation dated June 28, 2024 issued by the Registrar
of Companies, Central Processing Centre, Manesar, Gurugram, Haryana consequent to change of our name on
conversion to public limited company and a fresh certificate of incorporation dated August 23, 2024 issued by the
Registrar of Companies, Central Processing Centre, Manesar, Gurugram, Haryana pursuant to change in the name of
our Company to Manipal Payment and Identity Solutions Limited.
3. Resolution dated June 23, 2025 passed by our Board of Directors, authorising the Offer.
4. Resolution dated June 24, 2025 passed by our Shareholders, authorising the Fresh Issue.
5. Resolution dated November 10, 2025, passed by our Audit Committee approving the key performance indicators and
certain other related matters.
6. Resolution dated June 27, 2025 passed by our Board, approving the Pre-filed Draft Red Herring Prospectus.
7. Resolution dated June 28, 2025 passed by our IPO Committee, approving the Pre-filed Draft Red Herring Prospectus.
8. Resolution dated November 10, 2025 passed by our Board, approving this Updated Draft Red Herring Prospectus – I.
9. Resolution dated June 23, 2025 passed by our Board, taking on record the participation of the Promoter Selling
Shareholder in the Offer for Sale.
10. Consent letter dated June 21, 2025, from the Promoter Selling Shareholder for participating in the Offer for Sale.
53611. Copies of the auditor’s reports of our Company in respect of our audited financial statements for Fiscals 2023, 2024
and 2025.
12. Copies of annual returns of our Company for Fiscal Years 2023, 2024 and 2025.
13. The amended and restated shareholders’ agreement dated June 20, 2025, read with waiver cum amendment agreement
dated June 20, 2025, entered amongst our Company, Manipal Technologies Limited, Touchstone Capital Limited (in
its capacity as an investment manager of Touchstone Trust Scheme IV), Mukul Agrawal along with certain individuals
and entities identified as the “MA Group” in the SHA, Alchemy Capital Management Private Limited along with
certain individuals and entities identified as the “LS Group” in the SHA, India SME Investments Fund II along with
certain individuals and entities identified as “India SME Group” in the SHA, Think Investments PCC, Nuvama
Crossover Opportunities Fund – Series III, Nuvama Crossover Opportunities Fund – Series IIIA, Nuvama Crossover
Opportunities Fund – Series IIIB and Nuvama Crossover Opportunities Fund – Series 4A and Amicus Capital Partners
India Fund II, along with certain individuals identified as the “AC Co-Investors” in the SHA.
14. Valuation report dated May 24, 2024, issued by a valuer registered with the Insolvency and Bankruptcy Board of India,
for determination of fair market value of the VDP Division under section 50-B of the Income Tax Act, 1961, in relation
to purchase of the VDP Division on an ongoing basis, by way of slump sale.
15. Valuation report dated May 26, 2025, issued by a valuer registered with the Insolvency and Bankruptcy Board of India,
for determination of fair market value of the Revenue under section 50-B of the Income Tax Act, 1961, in relation to
purchase of the revenue assurance division on an ongoing basis, by way of slump sale.
16. The business transfer agreement dated April 30, 2024, entered between Manipal Technologies Limited and our
Company.
17. The business transfer agreement dated April 1, 2025, entered between Manipal Technologies Limited and our
Company.
18. Brand equity, business promotion and strategic services agreement dated March 30, 2024, between our Company and
Manipal Technologies Limited, read with addendums dated March 30, 2024 and June 6, 2025.
19. Deed of corporate guarantee dated March 26, 2024, between our Company and Catalyst Trusteeship Limited.
20. Examination report dated November 1, 2025 of our Statutory Auditor on the Restated Financial Information included
in this Updated Draft Red Herring Prospectus – I, together with the Restated Financial Information.
21. Statement of possible special tax benefits dated November 3, 2025 available to our Company and its shareholders
under direct and indirect tax laws in India issued by our Statutory Auditor.
22. Certificates issued by Manian & Rao, Chartered Accountants, with respect to the following:
a. weighted average price and cost of acquisition of specified securities dated November 10, 2025;
b. financial indebtedness dated November 10, 2025;
c. outstanding dues to MSMEs and material creditors dated November 10, 2025;
d. dividend distribution dated November 10, 2025;
e. basis for offer price dated November 10, 2025;
f. capitalization dated November 10, 2025; and
g. employee stock option schemes dated November 10, 2025;
23. Certificates issued by Vasan & Sampath LLP, Chartered Accountants, with respect to the following:
a. basis for offer price dated November 10, 2025;
b. tax litigation dated November 10, 2025; and
c. key financial and operational performance indicators dated November 10, 2025
24. Consent letter dated October 31, 2025, issued by Frost & Sullivan with respect to the F&S Report titled “Assessing
the Potential of Global Payments Card Market” and include their name in this Update Draft Red Herring Prospectus
– I.
25. Industry report titled “Assessing the Potential of Global Payments Card Market” dated October 30, 2025, prepared
and issued by Frost & Sullivan and commissioned and paid for by our Company exclusively in connection with the
Offer.
26. Written consent dated November 3, 2025 from Manian & Rao, Chartered Accountants, to include their name as
required under sections 26(1) and 26(5) of the Companies Act, 2013, read with SEBI ICDR Regulations, in this Update
537Draft Red Herring Prospectus – I, 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, in this Updated Draft Red Herring Prospectus – I.
27. Written consent dated November 4, 2025 Vasan & Sampath LLP, holding a valid peer review certificate from ICAI,
to include its name as an “expert” under Section 2(38) of the Companies Act, and other applicable provisions of the
Companies Act in its capacity as an independent chartered accountant, in respect of their certificates.
28. Written consent from the independent chartered engineer, namely H.M. Rao, the Chartered Engineer, pursuant to his
consent letter dated June 27, 2025 to include his name as required under section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus – I, and as an “expert” as defined
under section 2(38) of the Companies Act, to the extent and in their capacity as a chartered engineer, in relation to the
ICE Certificate.
29. Written consent from the independent practising company secretary, namely P N Pai & Co., holding a valid peer
review certificate from ICSI pursuant to their consent letter dated June 27, 2025, to include their name, as required,
under section 26(5) of the Companies Act, 2013, read with the SEBI ICDR Regulations, in this Updated Draft Red
Herring Prospectus – I, and as an “expert” as defined under section 2(38) of the Companies Act, in relation to the PCS
Certificates issued in relation to the Offer.
30. Consents letters of the Banker to our Company, Bankers to the Offer, the BRLMs, Syndicate Members, Registrar to
the Offer, Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s), Sponsor Bank(s), Monitoring
Agency, the Directors of our Company, the Company Secretary and Compliance Officer, and the legal counsel to our
Company as to Indian law, in their respective capacities.
31. In-principle listing approvals, each dated August 21, 2025, received from NSE and BSE.
32. Tripartite agreement dated January 11, 2024, amongst our Company, NSDL and Registrar to the Offer.
33. Tripartite agreement dated January 24, 2024, amongst our Company, CDSL and Registrar to the Offer.
34. Due diligence certificate dated June 28, 2025, addressed from the Book Running Lead Managers to SEBI.
35. SEBI observation letter bearing reference number SEBI/HO/CFD/RAC-DIL1/P/OW/2025/23467/1 and dated
September 1, 2025.
538DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Kukkundoor Girish Kini
Executive Director
Place: Manipal
Date: November 10, 2025
539DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Tonse Gautham Pai
Non-Executive Director
Place: Manipal
Date: November 10, 2025
540DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Abhay Anant Gupte
Non-Executive Director
Place: Manipal
Date: November 10, 2025
541DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Baikadi Narahari
Non-Executive Director
Place: Manipal
Date: November 10, 2025
542DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Ramachandra Kasargod Kamath
Independent Director
Place: Bengaluru
Date: November 10, 2025
543DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Padmaja Shailen Ruparel
Non Executive Independent Director
Place: New Delhi
Date: November 10, 2025
544DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Rohan Ajila
Independent Director
Place: Bengaluru
Date: November 10, 2025
545DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY DIRECTOR OF OUR COMPANY
___________________________________
Binoy Sandip Parikh
Independent Director
Place: Mumbai
Date: November 10, 2025
546DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations
issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement, disclosure or undertaking made in this Updated Draft Red Herring Prospectus – I is contrary
to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements disclosures and undertakings
in this Updated Draft Red Herring Prospectus – I are true and correct.
SIGNED BY CHIEF FINANCIAL OFFICER OF OUR COMPANY
___________________________________
Ramanath Pai
Chief Financial Officer
Place: Manipal
Date: November 10, 2025
547DECLARATION
We, Manipal Technologies Limited, a Promoter Selling Shareholder, hereby certify and declare that all relevant provisions of
the Companies Act, 2013, and the rules, or guidelines, or regulations issued by the Government of India or the rules, or
guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities
and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement, disclosure or
undertaking made in this Updated Draft Red Herring Prospectus – I is contrary to the provisions of the Companies Act, 2013,
the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange
Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case
may be. We further certify that all statements disclosures and undertakings in this Updated Draft Red Herring Prospectus – I
are true and correct.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
For and on behalf of Manipal Technologies Limited
(Promoter Selling Shareholder)
Name: Tonse Gautham Pai
Designation: Executive Director
Place: Manipal
Date: November 10, 2025
548