Molbio Diagnostics Limited - DRHP

DRAFT RED HERRING PROSPECTUS Dated August 22, 2025 (Please read Section 32 of the Companies Act, 2013) (This Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please scan this QR Code to view the DRHP) 100% Book Built Offer MOLBIO DIAGNOSTICS LIMITED CORPORATE IDENTITY NUMBER: U33125GA2000PLC002909 REGISTERED AND CONTACT PERSON EMAIL AND TELEPHONE WEBSITE CORPORAT E OFFICE Plot No. L-46, Phase II-D, Darshan Raghunath Karekar Email: www.molbiodiagnostics.com Verna Industrial Area, Company Secretary and Compliance investors@molbiodiagnostics.com Verna, Salcete, South Goa Officer Telephone: +91 832 6724888 403 722, Goa, India OUR PROMOTERS: SRIRAM NATARAJAN, DR. CHANDRASEKHAR BHASKARAN NAIR, SANGEETHA SRIRAM, SHIVA SRIRAM, SOWMYA SRIRAM AND EXXORA TRADING LLP DETAILS OF THE OFFER Type Fresh Issue size Offer For Sale size Total Offer size Eligibility & Reservation Offer for Up to [●] Equity Up to 12,556,000 Equity Up to [●] Equity Shares The Offer is being made pursuant to Regulation 6(1) of the Sale Shares of face value Shares of face value of ₹ of face value of ₹ 1 each Securities and Exchange Board of India (Issue of Capital and of ₹ 1 aggregating 1 each aggregating up to aggregating up to ₹ [●] Disclosure Requirements) Regulations, 2018, as amended up to ₹ 2,000.00 ₹ [●] million million (“SEBI ICDR Regulations”). For further details, see million “Other Regulatory and Statutory Disclosures – Eligibility for the Offer” on page 418. For details of share reservation among Qualified Institutional Bidders, Non-Institutional Bidders, Retail Individual Bidders and Eligible Employees, see “Offer Structure” on page 441. DETAILS OF THE TOP 10 SELLING SHAREHOLDERS Weighted Weighted Average Name of the Type of Maximum Average Cost of Name of the Type of Maximum Cost of Acquisition Selling Selling Number of Acquisition per Selling Selling Number of per Equity Share Shareholder Shareholder Offered Shares Equity Share (in Shareholder Shareholder Offered Shares (in ₹)^* ₹)^* V Sciences Investor Up to 2,819,000 670.70 J. Guru Dutt(2) Other Selling Up to 902,000 6.94 Investments Selling Equity Shares of Shareholder Equity Shares of Pte. Ltd. Shareholder face value of ₹ 1 face value of ₹ 1 each, aggregating each, aggregating up to ₹ [●] million up to ₹ [●] million Exxora Promoter Up to 1,691,000 0.20 Gopalakrishna Other Selling Up to 902,000 6.90 Trading LLP Selling Equity Shares of Sampathgiri(3) Shareholder Equity Shares of Shareholder face value of ₹ 1 face value of ₹ 1 each, aggregating each, aggregating up to ₹ [●] million up to ₹ [●] million India Business Investor Up to 1,691,000 187.14 Sangeetha M Other Selling Up to 452,000 Negligible** Excellence Selling Equity Shares of Kini Shareholder Equity Shares of Fund III Shareholder face value of ₹ 1 face value of ₹ 1 each, aggregating each, aggregating up to ₹ [●] million up to ₹ [●] million Dr. Promoter Up to 1,221,000 6.90 M.A. Usha Rani Other Selling Up to 451,000 7.08 Chandrasekhar Selling Equity Shares of Shareholder Equity Shares of Bhaskaran Shareholder face value of ₹ 1 face value of ₹ 1 Nair(1) each, aggregating each, aggregating up to ₹ [●] million up to ₹ [●] million Gopalkrishna Other Selling Up to 1,125,000 5.60 M.A. Rohit Other Selling Up to 248,000 6.54 Mangalore Shareholder Equity Shares of Shareholder Equity Shares of Kini face value of ₹ 1 face value of ₹ 1 each, aggregating each, aggregating up to ₹ [●] million up to ₹ [●] million ^ As certified by B.B. & Associates, Chartered Accountants by way of their certificate dated August 22, 2025. * The weighted average cost of acquisition has been adjusted to reflect the impact of the (i) subdivision of equity shares of our Company of face value of ₹ 10 each into Equity Shares of face value of ₹ 1 each, pursuant to the Shareholders’ resolution dated July 10, 2024, and (ii) bonus issue in the ratio of 4 Equity Shares for every Equity Share held, on July 29, 2025. ** Negligible denotes less than ₹ 0.01. (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiribeing the first holder. For the complete list of Selling Shareholders, see “Summary of the Offer Document – The Offer” on page 28. 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 of our Company. The face value of the Equity Shares is ₹ 1 each. The Floor Price, Cap Price and Offer Price determined by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, 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 the Offer Price” on page 134, 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 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 the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 44. COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the extent such statements are solely in relation to such Selling Shareholder and their respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. No Selling Shareholder, severally or jointly, assumes responsibility for any other statements, disclosures or undertakings in this Draft Red Herring Prospectus, including, without limitation, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s business, or by any other Selling Shareholder or any other person(s). LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”, and together with NSE, the “Stock Exchanges”). For the purposes of the Offer, [●] is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS Name of BRLM and logo Contact Person Email and Telephone Kotak Mahindra Capital Email: molbio.ipo@kotak.com Company Limited Ganesh Rane Telephone: +91 22 4336 0000 IIFL Capital Services Email: molbio.ipo@iiflcap.com Limited (formerly known as Rejoy Manjuran / Pawan Jain Telephone: +91 22 4646 4728 IIFL Securities Limited) Jefferies India Private Email: Molbio.IPO@jefferies.com Suhani Bhareja Limited Telephone: +91 22 4356 6000 Motilal Oswal Investment Email: molbio.ipo@motilaloswal.com Kunal Thakkar / Vaibhav Shah Advisors Limited^ Telephone: +91 22 7193 4380 s REGISTRAR TO THE OFFER NAME OF REGISTRAR CONTACT PERSON EMAIL AND TELEPHONE Email: molbio.ipo@kfintech.com KFin Technologies Limited M. Murali Krishna Telephone: +91 40 6716 2222 / 1800 3094001 BID / OFFER PERIOD ANCHOR BID / OFFER BID / OFFER INVESTOR [●]* [●] [●]** OPENS ON CLOSES ON# BIDDING DATE ^ In compliance with the proviso to regulation 21A and explanation (iii) to regulation 21A of the SEBI (Merchant Bankers) Regulations, 1992, and regulation 23(3) of the SEBI ICDR Regulations, Motilal Oswal Investment Advisors Limited will be involved only in marketing the Offer, as India Business Excellence Fund III is an associate of Motilal Oswal Investment Advisors Limited. Motilal Oswal Investment Advisors Limited has signed the due diligence certificate and has been disclosed as a BRLM for the Offer. *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. ** 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. # The UPI mandate end time shall be at 5:00 p.m. on the Bid / Offer Closing Date.DRAFT RED HERRING PROSPECTUS Dated August 22, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer MOLBIO DIAGNOSTICS LIMITED Our Company was originally incorporated as ‘Molbio Diagnostics Private Limited’ at Panaji, as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated October 20, 2000, issued by the RoC. Thereafter, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on November 22, 2024, and the name of our Company was changed to Molbio Diagnostics Limited, and a fresh certificate of incorporation dated January 16, 2025 was issued to our Company by the RoC. For further details on the changes in the name and registered office of our Company, see “History and Certain Corporate Matters – Brief history of our Company” and “History and Certain Corporate Matters – Change in registered office of our Company” on page 215. Corporate Identity Number: U33125GA2000PLC002909; Website: www.molbiodiagnostics.com Registered and Corporate Office: Plot No. L-46, Phase II-D, Verna Industrial Area, Verna, Salcete, South Goa 403 722, Goa, India Contact Person: Darshan Raghunath Karekar, Company Secretary and Compliance Officer Telephone: +91 832 6724888; Email: investors@molbiodiagnostics.com OUR PROMOTERS: SRIRAM NATARAJAN, DR. CHANDRASEKHAR BHASKARAN NAIR, SANGEETHA SRIRAM, SHIVA SRIRAM, SOWMYA SRIRAM AND EXXORA TRADING LLP INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH OF OUR COMPANY (“EQUITY SHARES”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ [●] MILLION (“OFFER”). THE OFFER COMPRISES A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ 2,000 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 12,556,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH (“OFFERED SHARES”) AGGREGATING UP TO ₹ [●] MILLION, COMPRISING UP TO 1,691,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY EXXORA TRADING LLP, UP TO 1,221,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY DR. CHANDRASEKHAR BHASKARAN NAIR (JOINTLY HELD WITH ANITA ANGELA CHANDRASEKHAR), UP TO 48,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY ABDUL QADIR MOHAMED THERUVATH, UP TO 193,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY CHEWBACCA SERVICES LIMITED, UP TO 902,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY J. GURU DUTT (JOINTLY HELD WITH SANDHYA GURU DUTT), UP TO 1,125,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY GOPALKRISHNA MANGALORE KINI, UP TO 902,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY GOPALAKRISHNA SAMPATHGIRI (JOINTLY HELD WITH JAYSHREE SAMPATHGIRI), UP TO 1,691,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY INDIA BUSINESS EXCELLENCE FUND III, UP TO 17,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY M GANESH KAMATH, UP TO 248,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY M.A. ROHIT, UP TO 202,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY M.A. SHARATH, UP TO 451,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY M.A. USHA RANI, UP TO 452,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY SANGEETHA M KINI, UP TO 97,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY SHAHEEDA ABDUL KADER, UP TO 226,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY SHRUTI G KINI, UP TO 193,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY SUJAY LIMITED, UP TO 2,819,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY V SCIENCES INVESTMENTS PTE. LTD., AND UP TO 78,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY VIVEK DEVARAJ (TOGETHER, THE “SELLING SHAREHOLDERS”, AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”). THIS OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL) FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER WOULD CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE FACE VALUE OF THE EQUITY SHARE IS ₹ 1 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS, IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS AND WILL BE ADVERTISED IN [●] EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), [●] EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED KONKANI DAILY NEWSPAPER, KONKANI BEING THE REGIONAL LANGUAGE OF GOA 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 BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”). In case of any revision 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 Bid / Offer Period not exceeding 10 Working Days. In cases of force majeure, banking 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 public notice, and by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to Designated Intermediaries and the Sponsor Bank(s), as applicable. This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net 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 (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for the domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation will be made to Anchor Investors (“Anchor Investor Allocation Price”) in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to 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 Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders (out of which one-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds shall be reserved for Bidders with an application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category) and not less than 35% of the Net 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. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders (as defined hereinafter), as applicable, pursuant to which their corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For further details, see “Offer Procedure” on page 445. RISKS IN RELATION TO THE FIRST OFFER This being the first public issue by our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 1 each. The Offer Price, Floor Price or the Price Band as determined by our Company, in accordance with the SEBI ICDR Regulations, 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 the Offer Price” on page 134, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding 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 have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 44. ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally, and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the extent such statements are solely in relation to such Selling Shareholder and their respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. No Selling Shareholder, severally or jointly, assumes responsibility for any other statements, disclosures or undertakings in this Draft Red Herring Prospectus, including, without limitation, any of the statements, disclosures or undertakings made or confirmed by or in relation to our Company or our Company’s business, or by any other Selling Shareholder or any other person(s). LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, [●] is the Designated Stock Exchange. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with 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 until the Bid / Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 504. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER Kotak Mahindra Capital Company Limited IIFL Capital Services Limited (formerly Jefferies India Private Limited Motilal Oswal Investment Advisors Limited^ KFin Technologies Limited 1st Floor, 27 BKC, Plot No. C – 27 known as IIFL Securities Limited) Level 16, Express Towers Motilal Oswal Tower, Rahimtullah, Sayani Selenium, Tower B, Plot 31 – 32 “G” Block, Bandra Kurla Complex 24th Floor, One Lodha Place Nariman Point Road, Financial District, Nanakramguda, Bandra (East) Senapati Bapat Marg, Lower Parel (W) Mumbai 400 021, Maharashtra, India Opposite Parel ST Depot, Prabhadevi Serilingampally Mandal Mumbai 400 051, Maharashtra, India Mumbai 400 013, Maharashtra, India Telephone: +91 22 4356 6000 Mumbai 400 025, Maharashtra, India Hyderabad 500 032, Telangana, India] Telephone: +91 22 4336 0000 Telephone: +91 22 4646 4728 Email: Molbio.IPO@jefferies.com Telephone: +91 22 7193 4380 Telephone: +91 40 6716 2222 / 1800 3094001 Email: molbio.ipo@kotak.com Email: molbio.ipo@iiflcap.com Website: www.jefferies.com Email: molbio.ipo@motilaloswal.com Email: molbio.ipo@kfintech.com Investor grievance email: Investor grievance email: ig.ib@iiflcap.com Investor grievance email: Website: www.motilaloswalgroup.com Investor grievance email: kmccredressal@kotak.com Contact person: Rejoy Manjuran / Pawan Jain jipl.grievance@jefferies.com Investor grievance email: einward.ris@kfintech.com Contact person: Ganesh Rane Website: www.iiflcap.com Contact person: Suhani Bhareja moiaplredressal@motilaloswal.com Website: www.kfintech.com Website: https://investmentbank.kotak.com SEBI Registration No.: INM000010940 SEBI Registration No: INM000011443 Contact person: Kunal Thakkar / Vaibhav Contact person: M Murali Krishna SEBI Registration No.: INM000008704 Shah SEBI Registration No: INR000000221 SEBI Registration No: INM000011005 BID / OFFER PERIOD ANCHOR INVESTOR BIDDING [●]* BID / OFFER OPENS ON [●] BID / OFFER CLOSES ON#* [●]** DATE ^ In compliance with the proviso to regulation 21A and explanation (iii) to regulation 21A of the SEBI (Merchant Bankers) Regulations, 1992, and regulation 23(3) of the SEBI ICDR Regulations, Motilal Oswal Investment Advisors Limited will be involved only in marketing the Offer, as India Business Excellence Fund III is an associate of Motilal Oswal Investment Advisors Limited. Motilal Oswal Investment Advisors Limited has signed the due diligence certificate and has been disclosed as a BRLM for the Offer. *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. **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. #The UPI mandate end time shall be at 5:00 p.m. on the Bid / Offer Closing Date.This page is intentionally left blankTABLE OF CONTENTS SECTION I – GENERAL .................................................................................................................................... 6 DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 6 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION ............................................................................................................... 23 FORWARD-LOOKING STATEMENTS ....................................................................................................... 26 SECTION II - SUMMARY OF THE OFFER DOCUMENT ......................................................................... 28 SECTION III – RISK FACTORS ..................................................................................................................... 44 SECTION IV – INTRODUCTION ................................................................................................................... 85 THE OFFER .................................................................................................................................................... 85 SUMMARY FINANCIAL INFORMATION .................................................................................................. 87 GENERAL INFORMATION .......................................................................................................................... 93 CAPITAL STRUCTURE .............................................................................................................................. 102 OBJECTS OF THE OFFER ........................................................................................................................... 121 BASIS FOR THE OFFER PRICE .................................................................................................................. 134 STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA ........................................................... 141 SECTION V – ABOUT OUR COMPANY ..................................................................................................... 146 INDUSTRY OVERVIEW ............................................................................................................................. 146 OUR BUSINESS ........................................................................................................................................... 186 KEY REGULATIONS AND POLICIES ....................................................................................................... 210 HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 215 OUR SUBSIDIARIES AND ASSOCIATES ................................................................................................. 222 OUR MANAGEMENT ................................................................................................................................. 228 OUR PROMOTERS AND PROMOTER GROUP ........................................................................................ 251 DIVIDEND POLICY ..................................................................................................................................... 256 SECTION VI – FINANCIAL INFORMATION ............................................................................................ 257 RESTATED FINANCIAL INFORMATION ................................................................................................ 257 OTHER FINANCIAL INFORMATION ....................................................................................................... 356 CAPITALISATION STATEMENT .............................................................................................................. 360 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................................................................................................................. 361 FINANCIAL INDEBTEDNESS ................................................................................................................... 399 SECTION VII – LEGAL AND OTHER INFORMATION .......................................................................... 402 OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ...................................... 402 GOVERNMENT AND OTHER APPROVALS ............................................................................................ 409 SECTION VIII - GROUP COMPANIES ....................................................................................................... 414 SECTION IX - OTHER REGULATORY AND STATUTORY DISCLOSURES ..................................... 417 SECTION X - OFFER INFORMATION ....................................................................................................... 434 TERMS OF THE OFFER .............................................................................................................................. 434 OFFER STRUCTURE ................................................................................................................................... 441 OFFER PROCEDURE .................................................................................................................................. 445 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 468 SECTION XI – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .................................... 470 SECTION XII - OTHER INFORMATION ................................................................................................... 504 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 504 DECLARATION .............................................................................................................................................. 507SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines, circular, notification, direction, clarification or policy shall be to such legislation, act, regulation, rule guidelines, circular, notification, direction, clarification or policy as amended, updated, supplemented, re-enacted or modified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Further, Offer-related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined hereinafter). In case of any inconsistency between the definitions used in this Draft Red Herring Prospectus and the definitions included in the General Information Document, the definitions used in this Draft Red Herring Prospectus shall prevail. Notwithstanding the foregoing, terms in “Basis for the Offer Price”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated Financial Information”, “Outstanding Litigation and Other Material Developments”, “Offer Procedure” and “Main Provisions of the Articles of Association” on pages 134, 141, 146, 210, 215, 257, 402, 445 and 470 respectively will have the meaning ascribed to such terms in those respective sections. General terms Term Description “our Company” / “the Molbio Diagnostics Limited, a public limited company incorporated under the Companies Company” / “Parent Company” / Act, 1956, and having its Registered and Corporate Office at Plot No. L-46, Phase II-D, “the Issuer” Verna Industrial Area, Verna, Salcete, South Goa 403 722, Goa, India. “We” / “us” / “our” Unless the context otherwise indicates or implies, our Company, Subsidiaries and Associates, on a consolidated basis, as applicable on the respective dates Company-related terms Term Description AoA / Articles of Association / The articles of association of our Company, as amended from time to time. To refer to the Articles main provisions of our Company’s AoA as on the date of this Draft Red Herring Prospectus, see “Main Provisions of the Articles of Association” on page 470 Associates Our associates, Chayagraphics (India) Private Limited and OptraScan Inc. For further details, see “Our Subsidiaries and Associates” on page 222. For the purpose of financial information, ‘associates’ would mean associate as at and during the relevant year Audit Committee Audit committee of the Board of Directors, described in “Our Management – Corporate Governance” on page 235 Auditors / Statutory Auditors The statutory auditors of our Company, being S. R. Batliboi & Associates LLP, Chartered Accountants Bangalore Unit The manufacturing facility of our Company located at Building No.14, Plot No. 9E, 2nd Phase, Peenya Industrial Area, Bengaluru 560 058, Karnataka, India Bigtec Our wholly-owned Subsidiary, Bigtec Private Limited Board / Board of Directors The board of directors of our Company. For details, see “Our Management – Board of Directors” on page 228 Chartered Engineer The independent chartered engineer appointed by our Company in connection with the Offer, namely Multi Engineers Private Limited Chief Financial Officer / CFO The chief financial officer of our Company, namely Amol Narayan Lone. For details, see “Our Management – Key Managerial Personnel and Senior Management” on page 246 Chief Executive Officer The chief executive officer of our Company, namely Sriram Natarajan. For details, see “Our Management – Key Managerial Personnel and Senior Management” on page 246 Company Secretary and The company secretary and compliance officer of our Company, namely Darshan Compliance Officer Raghunath Karekar. For details, see “Our Management – Key Managerial Personnel and Senior Management” on page 246 Corporate Promoter Exxora Trading LLP 6Term Description Corporate Social Responsibility The corporate social responsibility committee of the Board of Directors, described in “Our Committee Management – Corporate Governance” on page 235 Director(s) The director(s) on the Board of our Company, as appointed from time to time. For details of our directors as on the date of this Draft Red Herring Prospectus, see “Our Management – Board of Directors” on page 228 Equity Share(s) The equity shares of our Company of face value of ₹ 1 each ESOP Scheme The “Molbio Diagnostics Limited - Employee Stock Option Plan 2025” adopted by our Company. For further details, see “Capital Structure – ESOP schemes” on page 119 Executive Director(s) The executive director(s) of our Company, namely Sriram Natarajan, Dr. Chandrasekhar Bhaskaran Nair and Sangeetha Sriram. For further details of our Executive Director(s), see “Our Management – Board of Directors” on page 228 Goa Unit I The manufacturing facility of our Company located at Plot no. L-46, Phase II D, Verna Industrial Estate, Verna, Salcete, South Goa 403 722, Goa, India Goa Unit II The manufacturing facility of our Company located at Plot No. L-42, Phase II B, Verna Industrial Estate, Verna, Salcete, South Goa 403 722, Goa, India Group Companies The group companies of our Company in terms of the SEBI ICDR Regulations, namely Chayagraphics Healthcare Private Limited, Chayagraphics (India) Private Limited, Coreintegra Global Services Private Limited, Gayathri Photon Aqua Private Limited, Optrascan Inc, Inventrom Private Limited and Optrascan India Private Limited. For further details, see “Group Companies” on page 414 Independent Chartered The independent chartered accountant appointed by our Company in connection with the Accountant Offer, namely B.B. & Associates, Chartered Accountants Independent Director(s) The independent director(s) of our Company, namely Dr. Arun Kumar Jha, Dr. Balram Bhargava and Nupur Garg. For further details of our Independent Director(s), see “Our Management – Board of Directors” on page 228 Investor Selling Shareholder(s) India Business Excellence Fund III and V Sciences Investments Pte. Ltd. IPO Committee IPO committee of the Board of Directors, comprising Sriram Natarajan, Dr. Chandrasekhar Bhaskaran Nair and Sangeetha Sriram KMP / Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI Personnel ICDR Regulations and as described in “Our Management – Key Managerial Personnel and Senior Management” on page 246 Manufacturing Facilities Collectively, the Bangalore Unit, Goa Unit I, Goa Unit II, Visakhapatnam Unit and PMS Unit Material Subsidiaries Our Subsidiaries, Bigtec and Prognosys Medical, which are material in terms of paragraph 11, clause (I)(A)(ii)(b) of Schedule VI of the SEBI ICDR Regulations Materiality Policy The policy adopted by our Board pursuant to its resolution dated August 19, 2025, for identification of material (a) outstanding litigation proceedings of our Company, our Subsidiaries, our Promoters and our Directors; (b) group companies; and (c) creditors, pursuant to the disclosure requirements under the SEBI ICDR Regulations for the purposes of the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus MoA / Memorandum The memorandum of association of our Company, as amended from time to time of Association Nomination and Remuneration The nomination and remuneration committee of the Board of Directors, described in “Our Committee Management – Corporate Governance” on page 235 Optionally Convertible The secured redeemable optionally convertible debentures of face value of ₹ 10,000 each Debentures / OCDs issued by our Company Other Selling Shareholder(s) Our Selling Shareholders other than the Promoter Selling Shareholders and the Investor Selling Shareholders, namely Abdul Qadir Mohamed Theruvath, Chewbacca Services Limited, J. Guru Dutt who holds Equity Shares jointly with Sandhya Guru Dutt, Gopalkrishna Mangalore Kini, Gopalakrishna Sampathgiri who holds Equity Shares jointly with Jayshree Sampathgiri, M Ganesh Kamath, M.A. Rohit, M.A. Sharath, M.A. Usha Rani, Sangeetha M Kini, Shaheeda Abdul Kader, Shruthi G Kini, Sujay Limited and Vivek Devaraj PMS Unit The manufacturing facility of Prognosys Medical located at Survey No. 168 / 1, Dasanapura Hobli, Off Magadi Road, Machohalli, Bangalore Urban, 560018, Karnataka Prognosys Medical Our Subsidiary, Prognosys Medical Systems Private Limited Promoter(s) The promoters of our Company, namely Sriram Natarajan, Dr. Chandrasekhar Bhaskaran Nair, Sangeetha Sriram, Shiva Sriram, Sowmya Sriram and Exxora Trading LLP Promoter Selling Our Promoters, Exxora Trading LLP and Dr. Chandrasekhar Bhaskaran Nair (who holds Shareholder(s) Equity Shares jointly with Anita Angela Chandrasekhar, a member of our Promoter Group), who are also offering Equity Shares for sale in the Offer for Sale Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter Group” on page 251 7Term Description QC Unit The quality control facility of our Company located at Plot no. L-61-A, Phase II D, Verna Industrial Estate, Verna, Salcete, South Goa 403 722, Goa, India R&D Unit The R&D facility of Bigtec located at 2nd Floor, Golden Heights, 59th C Cross, 4th M Block, Rajajinagar, Bengaluru (Bangalore) Urban 560 010, Karnataka, India Registered and Corporate The registered and corporate office of our Company, situated at Plot No. L-46, Phase II-D, Office Verna Industrial Area, Verna, Salcete, South Goa 403 722, Goa, India Restated Financial Information The restated financial information of our Company and its Subsidiaries (the Company together with its subsidiaries hereinafter referred to as “the Group”), and its Associates as at and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, comprising the restated consolidated summary statement of assets and liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023, the restated consolidated summary statement of profit and loss (including other comprehensive income/(loss)), the restated consolidated summary statement of cash flows and the restated consolidated summary statement of changes in equity for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, together with the summary statement of material accounting policies, and other explanatory notes (collectively, “Restated Consolidated Summary Statements”), derived from the audited consolidated Ind AS financial statements as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, prepared in accordance with Ind AS and each restated in accordance with requirements of Section 26 of Part I of Chapter III of the Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, each as amended Risk Management Committee The risk management committee of the Board of Directors, described in “Our Management – Corporate Governance” on page 235 RoC / Registrar of Companies The Registrar of Companies, Goa, Daman and Diu at Panaji Selling Shareholders Collectively, the Promoter Selling Shareholders, Investor Selling Shareholders and Other Selling Shareholders Senior Management The 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 Senior Management” on page 246 Shareholders’ Agreement Restated shareholders’ agreement dated August 16, 2022 entered into by and among our Company, Exxora Trading LLP, Sriram Natarajan, Shiva Sriram, Dr. Chandrasekhar Bhaskaran Nair, Bigtec Private Limited, Nileshwar Damodar Prabhu, J Guru Dutt, M.A. Usha Rani, M.A. Rohit, M.A. Sharath, Gopalakrishna Sampathgiri, Gopalkrishna Mangalore Kini, India Business Excellence Fund III and V Sciences Investments Pte. Ltd., read with the SHA Deeds of Adherence, and as amended by the amendment agreement dated December 30, 2022, and the amendment agreement dated August 22, 2025 SHA Deeds of Adherence Collectively, (i) deed of adherence dated June 17, 2025, entered into between Agra-Gwalior Pathways Private Limited and India Business Excellence Fund III, (ii) deed of adherence dated June 17, 2025, entered into between D B Bandodkar and Sons Private Limited and India Business Excellence Fund III, (iii) deed of adherence dated June 17, 2025, entered into between M/s Gurmeet Investments and India Business Excellence Fund III, (iv) deed of adherence dated June 17, 2025, entered into between Mr. Mahendra Fulchand Sundesh and India Business Excellence Fund III, (v) deed of adherence dated June 17, 2025, entered into between Matrix Clothing Private Limited and India Business Excellence Fund III, (vi) deed of adherence dated June 17, 2025, entered into between Mr. Padam Kumar Agarwala and India Business Excellence Fund III, (vii) deed of adherence dated June 17, 2025, entered into between P P Suppliers & Agencies Private Limited and Motilal Oswal Wealth Limited, (viii) deed of adherence dated July 4, 2025, entered into between Baid Techventures LLP and India Business Excellence Fund III, (ix) deed of adherence dated July 4, 2025, entered into between Mr. Ramakrishnan Ramamurthi and India Business Excellence Fund III, (x) deed of adherence dated July 10, 2025, entered into between Mr. Sudhindar Krishnan Khanna and Motilal Oswal Wealth Limited, (xi) deed of adherence dated July 17, 2025, entered into between Dover Commercials Private Limited and India Business Excellence Fund III, (xii) deed of adherence dated July 17, 2025, entered into between Mr. Nagesh Maganlal Patel and India Business Excellence Fund III, (xiii) deed of adherence dated July 17, 2025, entered into between Unmaj Corporation Limited LLP and India Business Excellence Fund III, (xiv) deed of adherence dated July 17, 2025, entered into between Unthinkable Solutions LLP and India Business Excellence Fund III, and (xv) deed of adherence dated July 17, 2025, entered into between Mr. Navin Dalmia and Ms. Shruthi G Kini. Shareholder(s) The shareholders of our Company from time to time Stakeholders’ Relationship The stakeholders’ relationship committee of the Board of Directors, described in “Our Committee Management – Corporate Governance” on page 235 8Term Description Subsidiaries The subsidiaries of our Company, namely Bigtec Private Limited, Bigtec Healthcare Private Limited, Deciphar Life Sciences Private Limited, Prognosys Healthcare (India) Private Limited, Prognosys Medical Systems Private Limited and Remfuel Bioenergy Private Limited. For further details, please see “Our Subsidiaries and Associates” on page 222. For the purpose of financial information, ‘subsidiaries’ would mean subsidiaries as at and during the relevant year Visakhapatnam Unit The manufacturing facility of our Company located at MU 2A-Type-1B, Andhra Pradesh Medtech Zone Campus, Pragati Maidan, VM Steel Plant S.O., Visakhapatnam 530 031, Andhra Pradesh, India Warehouse Units The warehouse units of our Company located at Plot no. L 132 and L 133, Phase IV Verna Industrial Estate Verna, Salcete, South Goa, 403 722, Goa, India 1Lattice Lattice Technologies Private Limited 1Lattice Report Report titled “Molecular Diagnostics Industry Report” dated August 22, 2025, commissioned by our Company pursuant to the engagement letter dated July 19, 2024, in connection with the Offer and issued by 1Lattice Offer-related terms Term Description Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by the SEBI in this regard Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of registration of the Bid cum Application Form Allot / Allotment / Allotted Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Fresh Issue and transfer of the respective Offered Shares by each Selling Shareholder pursuant to the Offer for Sale, as the case may be, to the successful Bidders Allotment Advice A note or advice or intimation of Allotment sent to all the successful Bidders who have bidded in the Offer after the Basis of Allotment has been approved by the Designated Stock Exchange Allottee A successful Bidder to whom the Equity Shares are Allotted Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus, and who has Bid for an amount of at least ₹ 100.00 million Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red Price Herring Prospectus, which will be decided by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, during the Anchor Investor Bidding Date Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and Form which will be considered as an application for Allotment in terms of the Red Herring Prospectus and 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, and 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 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, in accordance with the SEBI ICDR Regulations 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, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and Blocked Amount / ASBA authorize an SCSB to block the Bid Amount in the specified bank account maintained with such SCSB or to block the Bid Amount upon acceptance of the UPI Mandate Request by UPI Bidders using the UPI Mechanism ASBA Account A bank account maintained with an SCSB by an ASBA Bidder for the blocking of the Bid Amount by such SCSB or the account of the UPI Bidders blocked upon acceptance of UPI 9Term Description Mandate Request by the UPI Bidders using the UPI Mechanism to the extent of the Bid Amount of the ASBA Bidder ASBA Bidders All Bidders except Anchor Investors ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which will be considered as the application for Allotment in terms of the Red Herring Prospectus and 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) Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described in “Offer Procedure” on page 445 Bid An indication to make an offer during the Bid / Offer Period by an ASBA Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an Anchor Investor pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed accordingly Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of Retail Individual Bidders Bidding at the Cut-off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such Retail Individual Bidder and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the Offer, as applicable. Eligible Employees applying in the Employee Reservation Portion can apply at the Cut-off Price (net of the Employee Discount, if any) and the Bid amount shall be the Cap Price (net of the Employee Discount, if any), multiplied by the number of Equity Shares Bid for such Eligible Employee and mentioned in the Bid cum Application Form. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 0.50 million (net of the Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of the Employee Discount, if any). In the event of under- subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of the Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of the Employee Discount, if any) Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, being [●], which shall be published in [●] editions of [●] (a widely circulated English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Konkani daily newspaper, Konkani being the regional language of Goa where our Registered and Corporate Office is located). In case of any revisions, the extended Bid / Offer Closing Date shall also be notified on the websites of the BRLMs and terminals of the Syndicate Members, 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 Bid/Offer Opening Date was published, as required under the SEBI ICDR Regulations. 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 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 [●] editions of [●] (a widely circulated English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Konkani daily newspaper, Konkani being the regional language of Goa where our Registered and Corporate Office is located) Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date and the Bid / Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and in accordance with the terms of the Red Herring Prospectus. Provided that 10Term Description 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 the QIB Category one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations 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 Anchor Investor Bidding Centres Centres at which at 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 RTAs 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 / The book running lead managers to the Offer, namely Kotak Mahindra Capital Company BRLMs Limited, IIFL Capital Services Limited (formerly known as IIFL Securities Limited), Jefferies India Private Limited and Motilal Oswal Investment Advisors Limited Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a Registered Broker. 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) CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have Allocation Note been allocated the Equity Shares, on / after the Anchor Investor Bidding Date Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The Cap Price shall be at least 105% of the Floor Price and shall not be more than 120% of the Floor Price Cash Escrow and Sponsor Bank Agreement dated [●] to be entered into by our Company, the Selling Shareholders, the Agreement Registrar to the Offer, the BRLMs, the Syndicate Members and the Banker(s) to the Offer for, among other things, the appointment of the Sponsor Bank(s), the collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and, where applicable, refunds of the amounts collected from Bidders, on the terms and conditions thereof and in accordance with the UPI Circulars Client ID Client identification number maintained with one of the Depositories in relation to demat account Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI Participant(s) / CDP and who is eligible to procure Bids at the Designated CDP Locations in terms of the SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI Circulars issued by SEBI, and as per the list available on the websites of BSE and NSE, as updated from time to time Cut-off Price The Offer Price, finalised by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, which shall be any price within the Price Band Only Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion are entitled to Bid at the Cut-off Price. QIBs, including Anchor Investors, and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father / husband, investor status, occupation, PAN and demat account and bank account details and UPI ID, where applicable Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants 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 in terms of the Red Herring Prospectus, following which the Board of Directors may Allot Equity Shares to successful Bidders in the Offer Designated Intermediaries In relation to ASBA Forms submitted by RIBs (not using the UPI Mechanism) by authorising an SCSB to block the Bid Amount in the ASBA Account, Designated 11Term Description Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, Sub-Syndicate / agents, Registered Brokers, CDPs, SCSBs and RTAs. In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not using the UPI Mechanism), Designated Intermediaries shall mean the Syndicate, Sub-Syndicate Members / agents, SCSBs, Registered Brokers, the CDPs and RTAs Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as 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 http://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 [●] Draft Red Herring Prospectus / This draft red herring prospectus dated August 22, 2025, issued in accordance with the SEBI DRHP ICDR Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto Eligible Employees Permanent employees, working in India or outside India (excluding such employees who are not eligible to invest in the Offer under applicable laws), of our Company or subsidiaries; or a Director of our Company, whether whole-time or not, as on the date of the filing of the Red Herring Prospectus with the RoC and who continues to be a permanent employee / Director of our Company until the date of submission of the Bid cum Application Form, but not including (i) Promoters; (ii) persons belonging to the Promoter Group; or (iii) Directors who either themselves or through their relatives or through any body corporate, directly or indirectly hold more than 10% of the outstanding Equity Shares of our Company. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 0.50 million (net of the Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of the Employee Discount, if any). In the event of under- subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of the Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of the Employee Discount, if any) Eligible FPIs 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 constitute an invitation to purchase the Equity Shares Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA NDI Rules, from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the ASBA Form and the Red Herring Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares Employee Discount Our Company, in consultation with the BRLMs, may offer a discount of up to [●]% to the Offer Price (equivalent to ₹ [●] per Equity Share) to Eligible Employee(s) Bidding in the Employee Reservation Portion, subject to the necessary approvals as may be required, which shall be announced at least two Working Days prior to the Bid / Offer Opening Date Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ [●] million (which shall not exceed 5% of the post-Offer Equity Share capital of our Company) available for allocation to Eligible Employees, on a proportionate basis. Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) 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 Collection Bank(s) The bank(s) which are clearing members and registered with SEBI as bankers to an issue under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and with whom the Escrow Account(s) will be opened, in this case being [●] 12Term Description First 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, 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 component of the Offer comprising an issuance by our Company of up to [●] Equity Shares of face value of ₹ 1 each at ₹ [●] per Equity Share aggregating up to ₹ 2,000.00 million 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 issues prepared and issued in / GID accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, and the UPI Circulars, as amended from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and the BRLMs Gross Proceeds The Offer proceeds from the Fresh Issue IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited) Jefferies Jefferies India Private Limited Kotak Kotak Mahindra Capital Company Limited Mobile App(s) The mobile applications listed on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 3 or such other website as may be updated from time to time, which may be used by UPI Bidders to submit Bids using the UPI Mechanism as provided under ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 Monitoring Agency [●] Monitoring Agency Agreement The agreement dated [●] to be entered into between our Company and the Monitoring Agency Motilal Oswal Motilal Oswal Investment Advisors Limited Mutual Fund Portion 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹ 1 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 The proceeds from the Fresh Issue less the Offer related expenses applicable to the Fresh Issue. For further details regarding the use of the Net Proceeds and the Offer related expenses, see “Objects of the Offer” on page 121 Net Offer The Offer, less the Employee Reservation Portion Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors Non-Institutional Bidder / NIBs All Bidders that are not QIBs, Retail Individual Bidders or Eligible Employees, and who have Bid for Equity Shares for an amount more than ₹ 200,000 (but not including NRIs other than Eligible NRIs) Non-Institutional Portion The portion of the Net Offer being not less than 15% of the Net Offer, consisting of [●] Equity Shares of face value of ₹ 1 each, which shall be available for allocation to Non- Institutional Bidders, subject to valid Bids being received at or above the Offer Price. The Equity Shares available for allocation to Non-Institutional Bidders under the Non- Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-thirds of the portion available to Non-Institutional Bidders 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 Bidders in the other sub-category of Non-Institutional Bidders Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs Offer The initial public offering of up to [●] Equity Shares of face value of ₹ 1 for cash at a price of ₹ [●] each, aggregating up to ₹ [●] million, comprising the Fresh Issue and the Offer for Sale. Offer Agreement The agreement dated August 22, 2025, amongst our Company, the Selling Shareholders and the BRLMs, pursuant to the requirements of the SEBI ICDR Regulations, based on which certain arrangements are agreed to in relation to the Offer Offer for Sale The offer for sale component of the Offer of up to 12,556,000 Equity Shares of face value of ₹ 1 each for cash at a price of ₹ [●] each, aggregating up to ₹ [●] million, comprising: Name of the Selling Shareholder Number of Offered Shares Exxora Trading LLP Up to 1,691,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 13Term Description Dr. Chandrasekhar Bhaskaran Nair(1) Up to 1,221,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Abdul Qadir Mohamed Theruvath Up to 48,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Chewbacca Services Limited Up to 193,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million J. Guru Dutt(2) Up to 902,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Gopalkrishna Mangalore Kini Up to 1,125,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Gopalakrishna Sampathgiri(3) Up to 902,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million India Business Excellence Fund III Up to 1,691,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M Ganesh Kamath Up to 17,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M.A. Rohit Up to 248,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M.A. Sharath Up to 202,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M.A. Usha Rani Up to 451,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Sangeetha M Kini Up to 452,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Shaheeda Abdul Kader Up to 97,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Shruthi G Kini Up to 226,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Sujay Limited Up to 193,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million V Sciences Investments Pte. Ltd. Up to 2,819,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Vivek Devaraj Up to 78,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. Offer Price The final price at which Equity Shares will be Allotted to the successful Bidders (except Anchor Investors), as determined in accordance with the Book Building Process and determined by our Board, in consultation with the BRLMs, on the Pricing Date, in terms of the Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the Red Herring Prospectus and the Prospectus Offer Proceeds The proceeds of the Fresh Issue, which shall be available to our Company, and the proceeds of the Offer for Sale, which shall be available to the Selling Shareholders in proportion to their respective portion of the Offered Shares, net of their respective portion of Offer-related expenses and relevant taxes thereon. For further information about use of the Offer Proceeds, see “Objects of the Offer” on page 121 Offered Shares Up to 12,556,000 Equity Shares of face value of ₹ 1 each aggregating up to ₹ [●] million, comprising: Name of the Selling Shareholder Number of Offered Shares Exxora Trading LLP Up to 1,691,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Dr. Chandrasekhar Bhaskaran Nair(1) Up to 1,221,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Abdul Qadir Mohamed Theruvath Up to 48,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Chewbacca Services Limited Up to 193,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 14Term Description J. Guru Dutt(2) Up to 902,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Gopalkrishna Mangalore Kini Up to 1,125,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Gopalakrishna Sampathgiri(3) Up to 902,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million India Business Excellence Fund III Up to 1,691,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M Ganesh Kamath Up to 17,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M.A. Rohit Up to 248,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M.A. Sharath Up to 202,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million M.A. Usha Rani Up to 451,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Sangeetha M Kini Up to 452,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Shaheeda Abdul Kader Up to 97,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Shruthi G Kini Up to 226,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Sujay Limited Up to 193,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million V Sciences Investments Pte. Ltd. Up to 2,819,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Vivek Devaraj Up to 78,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. Price Band Price band ranging from a minimum price of ₹ [●] per Equity Share (Floor Price) to the maximum price of ₹ [●] per Equity Share (Cap Price) including any revisions thereof. The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and will be advertised in [●] editions of [●] (a widely circulated English national daily newspaper), [●] editions of [●] (a widely circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Konkani daily newspaper, Konkani being the regional language of Goa, where our Registered and Corporate Office is located) at least two Working Days prior to the Bid / Offer Opening Date, with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites Pricing Date [●], being the date on which our Company, in consultation with the BRLMs, will finalise the Offer Price Project Report The detailed project report dated August 22, 2025, and prepared by Koncepo Scientech International Private Limited, on the proposed capital expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space Project Report Provider The expert appointed by our Company to provide the Project Report, namely Koncepo Scientech International Private Limited Promoters’ Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company that is eligible to form part of the minimum promoters’ contribution, as required under the provisions of the SEBI ICDR Regulations, held by our Promoters, which shall be locked-in for a period of 18 months from the date of Allotment Prospectus The prospectus dated [●] 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 in accordance with 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 15Term Description Public Offer Account Bank(s) The bank(s) which are clearing members and registered with SEBI as bankers to an issue under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and with which the Public Offer Account(s) is opened for collection of Bid Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being [●] Qualified Institutional Buyers / Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR QIBs Regulations QIB Bidders QIBs who Bid in the Offer QIB Bid / Offer Closing Date In the event that our Company, in consultation with the BRLMs, decides to close Bidding by QIBs one day prior to the Bid / Offer Closing Date, the date one day prior to the Bid/Offer Closing Date. Otherwise, it shall be the same as the Bid / Offer Closing Date QIB Category / QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not more than 50% of the Net Offer, consisting of [●] Equity Shares of face value of ₹ 1 each which shall be Allotted to QIBs (including Anchor Investors) on a proportionate basis, including the Anchor Investor Portion (in which allocation shall be on a discretionary basis, as determined by our Company, in consultation with the BRLMs), subject to valid Bids being received at or above the Offer Price Red Herring Prospectus / 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. The Red Herring Prospectus will be filed with the RoC at least three Working Days before the Bid / Offer Opening Date and will become the Prospectus upon filing with the RoC after the Pricing Date Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ bank account(s) 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 with whom the Refund Account(s) will be opened, in this case being [●] Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock exchanges having nationwide terminals, other than the members of the Syndicate and eligible to procure Bids in terms of SEBI circular number CIR/CFD/14/2012 dated October 4, 2012, and the SEBI ICDR Master Circular issued by SEBI Registrar Agreement The agreement dated August 22, 2025, amongst our Company, the Selling Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to the Offer pertaining to the Offer Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Agents / RTAs Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI and in terms of the UPI Circulars Registrar to the Offer / Registrar KFin Technologies Limited Retail Individual Bidder(s) / Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹ RIB(s) 200,000 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 Net Offer being not less than 35% of the Net Offer consisting of up to [●] Equity Shares of face value of ₹ 1 each, 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 and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid / Offer Period and withdraw their Bids until Bid / Offer Closing Date Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other than Bank(s) / SCSB(s) through the UPI Mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 4 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3 5, as applicable or such other website as may be prescribed by SEBI from time to time; and (b) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website of SEBI at 16Term Description https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 0, or such other website as may be prescribed by SEBI from time to time In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, UPI Bidders Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 0 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4 3) respectively, as updated from time to time Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely [●] Share Escrow Agreement Agreement dated [●] to be entered into amongst the Selling Shareholders, our Company and the Share Escrow Agent in connection with the transfer of the respective portion of the Offered Shares by each Selling Shareholder and credit of such Equity Shares to the demat account of the Allottees Specified Locations The Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, which has been appointed by our Company to act as a conduit between the Stock Exchanges and the NPCI in order to push the mandate collect requests and / or payment instructions of the UPI Bidders, using the UPI Mechanism and carry out any other responsibilities in terms of the UPI Circulars, in this case being [●] Stock Exchanges Collectively, BSE and NSE 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 Together, the BRLMs and the Syndicate Members Syndicate Agreement Agreement dated [●] to be entered into amongst our Company, the Selling Shareholders, the BRLMs, the Syndicate Members and the Registrar in relation to collection of Bid cum Application Forms by Syndicate Syndicate Members 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, in this case being [●] Systemically Important Non- Systemically important non-banking financial company as defined under Regulation Banking Financial Company / 2(1)(iii) of the SEBI ICDR Regulations NBFC-SI Underwriters [●] Underwriting Agreement The agreement dated [●] to be entered into among the Underwriters, our Company and the Selling Shareholders prior to the filing of the Prospectus with the RoC. For further details, see “General Information – Underwriting Agreement” on page 100 UPI Unified Payments Interface, which is an instant payment mechanism developed by NPCI UPI Bidder(s) Collectively, individual investors applying as (i) Retail Individual Bidders, in the Retail Portion, (ii) Eligible Employee Bidding in the Employee Reservation Portion, and (iii) 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 Registrar and Share Transfer Agents. Pursuant to the SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI (to the extent not rescinded by the SEBI ICDR Master Circular), all individual investors applying in public issues where the application amount is up to ₹ 0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity) UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular number SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number 17Term Description SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (to the extent not rescinded by the SEBI ICDR Master Circular), the SEBI ICDR Master Circular, the SEBI RTA Master Circular (to the extent it pertains to the UPI Mechanism), and any subsequent circulars or notifications issued by SEBI in this regard, along with the circulars issued by the Stock Exchanges in this regard, including the 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 the Stock Exchanges 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 Bidder by way of a notification on the UPI Mobile App and by way of a SMS directing the UPI Bidder to such UPI Mobile App) to the UPI Bidder initiated by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA Account through the UPI Mobile App equivalent to the Bid Amount and subsequent debit of funds in case of Allotment UPI Mechanism The mechanism that may be used by a UPI Bidder to make a Bid in the Offer in accordance with the UPI Circulars UPI PIN Password to authenticate UPI transaction Wilful Defaulter or a A person or company who or which is categorised as a wilful defaulter or a fraudulent Fraudulent Borrower borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by the RBI Working Day All days on which commercial banks in Mumbai are open for business; provided, however, with reference to (a) announcement of Price Band; and (b) Bid / Offer Period, the expression “Working Day” shall mean all days, excluding all Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business; (c) 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 Mumbai, India, as per the circulars issued by SEBI Conventional and general terms and abbreviations Term Description AIF(s) Alternative Investment Funds AGM Annual general meeting AY Assessment year BSE BSE Limited Calendar Year or year Unless the context otherwise requires, the 12 months period ending December 31 Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations Category II AIF AIFs who are registered as “Category II 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 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 Identity Number Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules made thereunder Companies Act / Companies Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars Act, 2013 and notifications issued thereunder, as amended to the extent currently in force Consolidated FDI Policy The consolidated foreign direct policy bearing DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, and effective from October 15, 2020, issued by the Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, and any modifications thereto or substitutions thereof, issued from time to time COVID–19 Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and a public health emergency of international concern as declared by the World Health Organization on January 30, 2020 and a pandemic on March 11, 2020 CSR Corporate social responsibility Depositories NSDL and CDSL, collectively 18Term Description Depositories Act Depositories Act, 1996 DIN Director Identification Number DP ID Depository Participant’s identity number DPIIT The Department for Promotion of Industry and Internal Trade (earlier known as Department of Industrial Policy and Promotion), Ministry of Commerce and Industry, Government of India EGM Extraordinary general meeting EPS Earnings per equity share ESI Act Employees’ State Insurance Act, 1948 ESIC Employees’ State Insurance Corporation Euro Euro, the official currency of the European Union FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the FEMA FDI Foreign direct investment FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder FEMA NDI Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Financial Year / Fiscal / Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar Year year and ending on March 31 of that particular calendar year FIR First information report FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI GDP Gross Domestic Product GoI / Government / Central Government of India Government GST Goods and Services Tax HUF(s) Hindu Undivided Family(ies) IAS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended ICAI Institute of Chartered Accountants of India IFRS International Financial Reporting Standards as issued by the International Accounting Standards Board IGST Integrated Goods and Services Tax Income Tax Act / IT Act Income-tax Act, 1961 Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other relevant provisions of the Companies Act, 2013 Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified by the Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other relevant provisions of the Companies Act, 2013 Indian GAAP Accounting standards notified under Section 133 of the Companies Act, 2013, read with Companies (Accounting Standards) Rules, 2006, as amended and the Companies (Accounts) Rules, 2014, as amended Information Technology Act Information Technology Act, 2002 IPC Indian Penal Code, 1860 INR / Rupee / ₹ / Rs. Indian Rupee, the official currency of the Republic of India IST Indian standard time IRDAI Insurance Regulatory and Development Authority of India ISIN International Securities Identification Number IT Information Technology KYC Know Your Customer MCA The Ministry of Corporate Affairs, Government of India MCLR Marginal Cost of Funds Based Landing Rate Mn / mn Million MoU Memorandum of Understanding MSMEs Small scale undertakings as per the Micro, Small and Medium Enterprises Development Act, 2006 Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended N.A. Not applicable NACH National Automated Clearing House NAV Net Asset Value NBFC Non-Banking Financial Company NEFT National Electronic Fund Transfer 19Term Description NPCI National Payments Corporation of India NR / Non-Resident A person resident outside India, as defined under the FEMA and includes an NRI, FPIs and FVCIs NRI / Non-Resident Indian Non-Resident Indian NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB 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 was eligible to undertake transactions pursuant to general permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Offer PAN Permanent account number RBI The Reserve Bank of India Regulation S Regulation S under the U.S. Securities Act RTGS Real Time Gross Settlement SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web based complaints redressal system launched by SEBI SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992 SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 Regulations SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 Regulations SEBI ICDR Master Circular SEBI master circular with number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 SEBI RTA Master Circular SEBI master circular with number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025 SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 STT Securities Transaction Tax US$ / USD / US Dollar United States Dollar, the official currency of the United States of America USA / U.S. / US United States of America and its territories and possessions, including any state of the United States U.S. GAAP Generally Accepted Accounting Principles in the United State of America U.S. Securities Act U.S. Securities Act of 1933, as amended VAT Value Added Tax VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may be Business, technical and industry-related terms Term Description Customers Customers refers to the customers based on their Permanent Account Number (PAN) and to whom at least one invoice has been raised during the relevant fiscal. Distributors Distributors refers to the customers where the company supplies its products to the authorized distributors, who then resell them to retailers, wholesalers, or end customers. dNTP Deoxynucleotide triphosphate FIND Foundation for Innovative New Diagnostics HIV Human immunodeficiency virus 20Term Description HPV Human Papillomavirus Indian Central government Customer is classified as a central government where procurement is done by Central Procurement Agency of the Ministry of Health and Family Welfare, Government of India. Indian State government Customers are classified as state government if the end user is a state government, regardless of whether the supply is directly to the government department or routed through a distributor, NGO, CSR initiative. Additionally, it includes procurements made by state government bodies, PSUs, government colleges, defence bodies, etc. International aid agencies Organizations that provide assistance, both humanitarian and developmental, to countries and populations in need around the world which includes governmental, intergovernmental, or non-governmental (NGOs). ICMR Indian Council of Medical Research LMICs Low and Middle-Income Countries Non-government agencies Customers other than Indian Central government, Indian State government and International aid agencies. PHCs Primary healthcare centres POC Point-of-care POCT Point-of-care testing refers to diagnostic tests conducted at or near the site of patient care, rather than in a centralised laboratory, enabling healthcare providers with onsite diagnosis and making immediate clinical decisions. TB Tuberculosis WHO World Health Organization Key performance indicators (“KPIs”) under the section titled “Basis for the Offer Price” on page 134 Term Description Assays commercialized Assays commercialized refers to the number of assays (diagnostic tests) for which manufacturing licenses are available for sale. Diseases commercialized Diseases commercialized refers to the number of diseases for which manufacturing licenses are available for sale. EBITDA EBITDA is calculated as sum of Profit / (loss) for the year, total tax expenses, finance costs and depreciation and amortisation expenses. EBITDA Margin EBITDA Margin is calculated as EBITDA divided by total income for the relevant year. EBITDA Pre R&D EBITDA Pre R&D is calculated as sum of Profit / (loss) for the year, total tax expenses, finance costs, depreciation and amortisation expenses and research & development spends. Research & development spends refers to all expenses incurred by Bigtec, Company’s wholly owned subsidiary, which is responsible for carrying out all research and development (R&D) activities on behalf of the Company. EBITDA Pre R&D Margin EBITDA Pre R&D Margin is calculated as EBITDA Pre R&D divided by total income for the relevant year. Number of devices sold Number of devices sold refers to the number of Truenat Platforms (workstations) sold during the year. Truenat Platforms (workstations) comprise of Trueprep and Truelab devices along with its accessories. Number of test kits sold Number of test kits sold refers to the number of test kits sold during the year. Test kits comprise of three main components: chips, cartridges, and reagents. Profit / (loss) for the year Profit / (loss) for the year is the total income after reduction of total expenses, share of loss of associates, net of tax, exceptional items and total tax expenses. Profit / (loss) for the year Margin Profit / (loss) for the year Margin is calculated as Profit / (loss) for the year divided by total income for the relevant year. Return on Capital Employed Return on Capital Employed is calculated as EBIT as a percentage of Capital Employed (ROCE) for the relevant year, where EBIT is calculated as the sum of profit / (loss) for the year, total tax expenses and finance costs; Capital Employed is calculated as the total assets reduced by total liabilities, goodwill, other intangible assets, intangible assets under development, and deferred tax assets (net), added by current borrowings and non-current borrowings, current lease liabilities and non-current lease liabilities and deferred tax liabilities (net). Return on Equity (ROE) Return on Equity is calculated as profit / (loss) for the year attributable to owners of the Parent Company divided by average of Equity attributable to equity holders of the parent as at the beginning and end of the relevant year. Revenue from operations Revenue from operations is calculated as the aggregate of revenue from contracts with customers for sale of finished goods, traded goods and other operating revenue. Revenue from customers split by Revenue from customers split by geography is the split of revenue from customers geography between India and Outside India during the year. 21Term Description Revenue from sale of devices Revenue from sale of devices refers to aggregate sales of all Truenat Platforms (workstations) sold during the year. Truenat Platforms (workstations) comprising of Trueprep and Truelab devices along with its accessories such as Printers and Micropipettes. Revenue from sale of test kits Revenue from sale of test kits refers to aggregate sales of all test kits sold during the year. Test kits comprise of three main components: chips, cartridges, and reagents. 22CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION Certain conventions All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references herein to the “US”, the “U.S.”, the “USA”, or the “United States” are to the United States of America and its territories and possessions. Page Numbers Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft Red Herring Prospectus. Financial data Unless stated otherwise or the context otherwise requires, the financial information in this Draft Red Herring Prospectus is derived from the Restated Financial Information. The restated financial information of our Company and its Subsidiaries (the Company together with its subsidiaries hereinafter referred to as “the Group”), and its Associates as at and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, comprises the restated consolidated summary statement of assets and liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023, the restated consolidated summary statement of profit and loss (including other comprehensive income/(loss)), the restated consolidated summary statement of cash flows and the restated consolidated summary statement of changes in equity for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, together with the summary statement of material accounting policies, and other explanatory notes (collectively, “Restated Consolidated Summary Statements”), derived from the audited consolidated Ind AS financial statements as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, prepared in accordance with Ind AS and each restated in accordance with requirements of Section 26 of Part I of Chapter III of the Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, each as amended. For further information on our Company’s financial information, see “Restated Financial Information” on page 257. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Our Company’s financial year commences on April 1 and ends on March 31 of the next calendar year. Accordingly, all references in this Draft Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the 12-month period ended on March 31 of that particular calendar year. The degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act, 2013, and the SEBI ICDR Regulations. Any reliance by persons not familiar with Ind AS, the Companies Act 2013, the SEBI ICDR Regulations and Indian accounting policies and practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. 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 Draft Red Herring Prospectus 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 between Ind AS, U.S. GAAP 23and IFRS, see “Risk Factors – Significant differences exist between Ind AS 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 79. Unless the context otherwise indicates, any percentage amounts (excluding certain operational metrics), with respect to the financial information of our Company in this Draft Red Herring Prospectus have been derived from the Restated Financial Information. Non-GAAP measures Certain non-GAAP measures and certain other statistical information relating to our operations and financial performance presented in this Draft Red Herring Prospectus such as EBITDA, EBITDA Margin, EBITDA Pre R&D, EBITDA Pre R&D Margin, Restated Profit / (loss) for the year Margin, Return on Net worth, Return on Equity, EBIT, Capital Employed, Return on Capital Employed and Net Asset Value per Equity Share are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these non-GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year, or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition, these non-GAAP measures, and other 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, such non-GAAP measures may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other entities in India or elsewhere. For further details, see “Risk Factors – Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA, EBITDA Margin, EBITDA Pre R&D, EBITDA Pre R&D Margin, Restated Profit / (loss) for the year Margin, Return on Net worth, Return on Equity, EBIT, Capital Employed, Return on Capital Employed and Net Asset Value per equity share have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.” on page 73. Other companies may calculate non- GAAP measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP Measures and other industry metrics are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a company’s operating performance. Industry and market data Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been derived from a report titled “Molecular Diagnostics Industry Report” and dated August 22, 2025 (the “1Lattice Report”) that has been commissioned and paid for by our Company and prepared by 1Lattice exclusively for the purpose of understanding the industry our Company operates in, exclusively in connection with the Offer, and has been obtained from publicly available information, as well as various government publications and industry sources. For further details, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 72. The 1Lattice Report is available on the website of our Company at www.molbiodiagnostics.com/investors, until the Bid / Offer Closing Date. 1Lattice has confirmed vide its letter dated August 22, 2025, that it is an independent firm, and is not related to our Company, our Subsidiaries, our Directors, our Promoters, our Group Companies, our Key Managerial Personnel, our Senior Management, the Selling Shareholders or the BRLMs. Although we believe that the industry and market data used in this Draft Red Herring Prospectus is reliable, industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. The data used in these sources may also have been reclassified by us for the purposes of presentation and may also not be comparable. Further, industry sources and publications are also prepared based on information as of a specific date and may no longer be current or reflect current trends. The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard data gathering methodologies in the industry in which our Company conducts business and methodologies and assumptions may vary widely among different market and industry sources. Such information involves risks, 24uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors” on page 44. In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 134 includes information relating to our peer group companies, which has been derived from publicly available sources. No investment decision should be made solely on the basis of such information. References to various segments in the 1Lattice Report and information derived therefrom are references to industry segments, and are in accordance with the presentation, analysis and categorisation in the 1Lattice Report. Our segment reporting in our financial statements is based on the criteria set out in Ind AS 108, Operating Segments and we do not present such industry segments as operating segments. Currency and Units of Presentation All references to: • ‘Rupees’ or ‘₹’ or ‘Rs.’ or INR are to Indian Rupees, the official currency of the Republic of India. • ‘U.S.$’, ‘U.S. Dollar’, ‘USD’ or ‘U.S. Dollars’ are to United States Dollars, the official currency of the United States of America. • ‘Euro’ are to Euro, the official currency of the European Union. In this Draft Red Herring Prospectus, our Company has presented certain numerical information. Except otherwise stated, all figures have been expressed in million. One million represents ‘10 lakhs’ or 1,000,000. However, where any figures that may have been sourced from third-party industry sources are expressed in denominations other than million, such figures appear in this Draft Red Herring Prospectus expressed in such denominations as provided in their respective sources. Figures sourced from third-party industry sources may be rounded off to other than two decimal points in the respective sources, and such figures have been expressed in this Draft Red Herring Prospectus in such number of decimal points as provided in such respective sources. 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 figures in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Time All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Exchange rates This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be construed as a representation that such currency amounts could have been, or can be converted into Indian Rupees, at any particular rate, or at all. 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* March 31, 2025 March 31, 2024 March 31, 2023 1 USD 85.58 83.37 82.22 1 EUR 92.32 90.22 89.61 Source: www.fbil.org.in * In case of a Sunday or public holiday, the exchange rate of the previous working day has been considered. 25FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may be described as “forward-looking statements”. These forward looking statements include statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “project”, “propose”, “seek to”, “will achieve”, “will continue”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. These forward-looking statements are based on our management’s belief and assumptions, current plans, estimates and expectations, which in turn are based on currently available information. As a result, actual results could be materially different from those that have been estimated. Forward-looking statements reflect our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. Although we believe that the assumptions on which such statements are based are reasonable, any such assumptions as well as statements based on them could prove to be inaccurate. Actual results may differ materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks, uncertainties, expectations, and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries we cater to, and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India 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 laws, regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts of violence. There can be no assurance to 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. Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: • Any unfavourable policy changes by the Indian central and state governments and international aid agencies who we derive a significant portion of our revenue from (constituting 87.83%, 91.60% and 78.39% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively), or a decrease in funding for public healthcare programs. • Any decline in the demand for diagnostic test kits for tuberculosis, the sale of which we derive a significant portion of our revenues from (constituting 69.11%, 62.40% and 41.56% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively). • The loss of our any of our top 10 customers, who we derive a significant portion of our revenues from (constituting 83.62%, 78.54% and 66.07% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively), or a decline in demand for our products from them. • Our investments in R&D not resulting in the successful development of new tests, or our inability to obtain government approvals for new tests. • Any losses that we may incur in the future, as we had previously incurred losses in Fiscal 2023. • Our variable sales cycle and sales demand, which make it difficult for us to forecast our results of operations. • Our inability to accuracy forecast demand for our products and manage our inventory. • Any product liability claims or regulatory actions or liquidated damages that may be imposed on us on account of our failure to meet contractual obligations. For a further discussion of factors that could cause our actual results to differ from our estimates and expectations, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 44, 186 and 361, respectively. 26Neither our Company, nor the Selling Shareholders, nor 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 SEBI ICDR Regulations, our Company will ensure that investors in India are informed of material developments pertaining to our Company and the Equity Shares from the date of the Red Herring Prospectus until the date of Allotment. In accordance with the requirements of SEBI, each of the Selling Shareholders will, severally and not jointly, ensure that our Company and BRLMs are informed of material developments in relation to the statements and undertakings specifically made or confirmed by such Selling Shareholder in relation to themselves as a Selling Shareholder and their respective portion of Offered Shares in the Red Herring Prospectus, until the grant of listing and trading permission by the Stock Exchanges for the Offer. Only statements and undertakings which are specifically confirmed or undertaken by the Selling Shareholders, as the case may be, in this Draft Red Herring Prospectus shall deemed to be statements and undertakings made by such Selling Shareholder, severally and not jointly. 27SECTION II - SUMMARY OF THE OFFER DOCUMENT This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Our Business”, “Industry Overview”, “Our Promoters and Promoter Group”, “Restated Financial Information”, “Management’s Discussions and Analysis of Financial Position and Results of Operations” and “Outstanding Litigation and Other Material Developments” on pages 44, 85, 102, 121, 186, 146, 251, 257, 361 and 402 respectively of this Draft Red Herring Prospectus. Summary of Business We are an innovative point-of-care diagnostics company focused on expanding access to accurate, rapid and cost- effective healthcare technologies to diagnose infectious and non-communicable diseases. Our portable and battery operated ‘Truenat’ platform facilitates diagnosis using our disease-specific ‘Truenat’ test kits within an hour and enables screening and diagnosis for 30 diseases, including tuberculosis, COVID, Hepatitis B and C, Human immunodeficiency virus, and Human Papillomavirus, as of March 31, 2025. We also offer devices, enabling radiology, digital pathology and breast health screening. We offer our products globally to public health programs, diagnostic laboratories, and private and public hospitals. Summary of Industry The global point-of-care testing (“POCT”) market stands at ₹2,350.8 billion (infectious and non-infectious diseases), projected to grow at 18.7% CAGR to reach at ₹5,555.6 billion by 2029. Infectious disease testing constitutes 31.4% of the global POCT market. POCT market in India stands at approximately ₹198.5 billion in Fiscal 2025, projected to grow at 17.3% CAGR to reach at approximately 440.9 billion by Fiscal 2030. Of which, the infectious POCT market is estimated to have a market potential of ₹88.2 billion in Fiscal 2025 and is projected to reach ₹ 236.6 billion by Fiscal 2030. (Source: 1Lattice Report) Our Promoters As on the date of this Draft Red Herring Prospectus, our Promoters are Sriram Natarajan, Dr. Chandrasekhar Bhaskaran Nair, Sangeetha Sriram, Shiva Sriram, Sowmya Sriram and Exxora Trading LLP. For further details, see “Our Promoters and Promoter Group” on page 251. The Offer The following table summarizes the details of the Offer. Offer(1) Up to [●] Equity Shares of face value of ₹ 1 for cash at price of ₹ [●] per Equity Share (including a premium of [●] per Equity Share), aggregating up to ₹ [●] million of which (i) Fresh Issue(1) Up to [●] Equity Shares of face value of ₹ 1 aggregating up to ₹ 2,000 million (ii) Offer for Sale by the Up to 12,556,000 Equity Shares of face value of ₹ 1 each for cash at price of ₹ [●] per Equity Selling Shareholders(1)(2)(3) Share (including a premium of [●] per Equity Share), aggregating up to ₹ [●] million by the Selling Shareholders(2) Employee Reservation Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Portion(4) Net Offer Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million (1) The Offer has been authorized by a resolution of our Board dated August 13, 2025, and the Fresh Issue has been authorised by a special resolution of our Shareholders dated August 14, 2025. (2) Each of the Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares are eligible for being offered for sale in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders has, severally and not jointly, approved the sale of their respective portion of the Offered Shares in the Offer for Sale. Our Board has taken on record the approval for the Offer for Sale by each of the Selling Shareholders, pursuant to its resolution dated August 22, 2025. For details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 417. (3) The details of the Selling Shareholders the shares being offered by them in the Offer for Sale are set out below: 28S. No. Name of the Selling Number of Offered Shares Shareholder 1. Exxor a Trading LLP Up to 1,691,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 2. Dr. C handrasekhar Bhaskaran Up to 1,221,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Nair(1) 3. Abdu l Qadir Mohamed Up to 48,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Theruvath 4. Chew bacca Services Limited Up to 193,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 5. J. Gu ru Dutt(2) Up to 902,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 6. Gopa lkrishna Mangalore Kini Up to 1,125,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 7. Gopa lakrishna Sampathgiri(3) Up to 902,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 8. India Business Excellence Fund Up to 1,691,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million III 9. M Ga nesh Kamath Up to 17,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 10. M.A. Rohit Up to 248,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 11. M.A. Sharath Up to 202,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 12. M.A. Usha Rani Up to 451,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 13. Sange etha M Kini Up to 452,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 14. Shahe eda Abdul Kader Up to 97,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 15. Shrut hi G Kini Up to 226,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 16. Sujay Limited Up to 193,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 17. V Sci ences Investments Pte. Ltd. Up to 2,819,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million 18. Vivek Devaraj Up to 78,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. (4) The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 0.50 million (net of the Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of the Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of the Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of the Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion shall be added to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Retail Portion in the Net Offer and such Bids will not be treated as multiple Bids. For further details, see “Offer Procedure” and “Offer Structure” on pages 445 and 441, respectively. The Offer and the Net Offer shall constitute [●]% and [●]% of the post Offer paid up Equity Share capital of our Company, respectively. For further details, see “The Offer” and “Offer Structure” on pages 85 and 441, respectively. Objects of the Offer Our Company proposes to utilise the Net Proceeds towards funding the following objects: (in ₹ million) Amount which will Objects be financed from the Net Proceeds^ Funding capital expenditure towards the setting up of infrastructure for our research and development 993.68 facility, Center of Excellence and connected office space Funding capital expenditure towards the purchase of certain plant, machinery and other equipment for 735.93 Goa Unit I, Goa Unit II and Visakhapatnam Unit 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. For further details, see “Objects of the Offer” on page 121. Aggregate pre-Offer Shareholding of our Promoters, the members of our Promoter Group and the Selling Shareholders 29The aggregate pre-Offer Equity shareholding of our Promoters, the members of our Promoter Group (other than our Promoters), and the Selling Shareholders, as a percentage of the pre-Offer paid-up Equity Share capital of our Company, as on the date of the Draft Red Herring Prospectus, is set out below. S. Name of Shareholder No. of Equity Percentage of No. of Equity Percentage of No. Shares of face paid-up Equity Shares of face post-Offer paid- value of ₹ 1 each Share capital (%) value of ₹ 1 each up Equity Share held held post-Offer capital (%) (A) Promoters and members of the Promoter Group# 1. Exxora Trading LLP 46,487,600 41.23 [●] [●] 2. Dr. Chandrasekhar 6,109,850 5.42 [●] [●] Bhaskaran Nair(1) Total 52,597,450 46.65 [●] [●] (B) Selling Shareholders 1. Exxora Trading LLP 46,487,600 41.23 [●] [●] 2. Dr. Chandrasekhar 6,109,850 5.42 [●] [●] Bhaskaran Nair(1) 3. Abdul Qadir Mohamed 244,600 0.22 [●] [●] Theruvath 4. Chewbacca Services 966,350 0.86 [●] [●] Limited 5. J. Guru Dutt(2) 6,063,975 5.38 [●] [●] 6. Gopalkrishna Mangalore 7,587,925 6.73 [●] [●] Kini 7. Gopalakrishna 6,109,850 5.42 [●] [●] Sampathgiri(3) 8. India Business Excellence 14,276,750 12.66 [●] [●] Fund III 9. M Ganesh Kamath 86,100 0.08 [●] [●] 10. M.A. Rohit 1,950,800 1.73 [●] [●] 11. M.A. Sharath 1,303,550 1.16 [●] [●] 12. M.A. Usha Rani 3,269,050 2.90 [●] [●] 13. Sangeetha M Kini 3,062,000 2.72 [●] [●] 14. Shaheeda Abdul Kader 489,200 0.43 [●] [●] 15. Shruthi G Kini 1,482,725 1.31 [●] [●] 16. Sujay Limited 966,350 0.86 [●] [●] 17. V Sciences Investments 10,070,150 8.93 [●] [●] Pte. Ltd. 18. Vivek Devaraj 391,500 0.35 [●] [●] Total 110,918,325 98.37 [●] [●] # Except for Dr. Chandrasekhar Bhaskaran Nair (who jointly holds Equity Shares with Anita Angela Chandrasekhar, a member of the Promoter Group) and Exxora Trading LLP, none of our other Promoters or members of the Promoter Group hold Equity Shares in our Company. However, our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP. (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. For further details, please see “Capital Structure” on page 102. Pre-Offer and post-Offer shareholding as at Allotment of our Promoters, Promoter Group and additional top 10 Shareholders Set out below is the pre-Offer and post-Offer shareholding as at Allotment of our Promoters, members of the Promoter Group and the additional top 10 Shareholders of our Company: 30S. Name of Shareholder Pre-Offer Post-Offer shareholding as at Allotment*# No. At the lower end of the Price At the upper end of the Price Band (₹[●]) Band (₹[●]) Number of % of total Number of % of the total Number of % of the total Equity Shares of pre-Offer Equity Shares post-Offer Equity Shares post-Offer face value of ₹ 1 paid up of face value of paid-up Equity of face value of paid-up Equity each held Equity Share ₹ 1 each held Share capital ₹ 1 each held Share capital capital (A) Promoters and members of the Promoter Group(1) 1. E xxora Trading LLP 46,487,600 41.23 [●] [●] [●] [●] 2. D r. Chandrasekhar Bhaskaran 6,109,850 5.42 [●] [●] [●] [●] Nair(2) (B) Additional top 10 Shareholders 1. [ ●] [●] [●] [●] [●] [●] [●] 2. [ ●] [●] [●] [●] [●] [●] [●] 3. [ ●] [●] [●] [●] [●] [●] [●] 4. [ ●] [●] [●] [●] [●] [●] [●] 5. [ ●] [●] [●] [●] [●] [●] [●] 6. [ ●] [●] [●] [●] [●] [●] [●] 7. [ ●] [●] [●] [●] [●] [●] [●] 8. [ ●] [●] [●] [●] [●] [●] [●] 9. [ ●] [●] [●] [●] [●] [●] [●] 10. [ ●] [●] [●] [●] [●] [●] [●] (1) Except for Dr. Chandrasekhar Bhaskaran Nair (who jointly holds Equity Shares with Anita Angela Chandrasekhar, a member of the Promoter Group) and Exxora Trading LLP, none of our other Promoters or members of the Promoter Group hold Equity Shares in our Company. However, our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP. (2) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. * To be updated in the Prospectus. Based on the Offer Price of ₹ [●] and assuming full subscription in the Offer. The post-Offer shareholding details as at Allotment will be based on the actual subscription and the Offer Price and will be subject to the finalisation of the Basis of Allotment. Further, these in case there are any transfers of shares by the Shareholders between the date of the Price Band advertisement and Allotment, any such transfers occurring prior to the date of the Prospectus will be reflected in the shareholding details to be disclosed in the Prospectus. Summary of select financial information The following information has been derived from our Restated Financial Information as at and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023: (₹ in million, except per share data) Particulars As at and for the financial year ended March 31, 2025 March 31, 2024 March 31, 2023 Equity share capital 22.56 22.54 22.54 Revenue from operations 10,204.18 8,365.61 3,324.63 Restated profit / (loss) for the 1,385.79 835.42 (34.45) year Restated earnings per equity 12.87 9.05 (0.06) share – basic, computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹) Restated earnings per equity 12.87 9.04 (0.06) share – diluted, computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹) Net asset value per Equity Share 84.51 71.70 62.66 (in ₹) Net worth 9,529.49 8,079.39 7,060.37 Total borrowings 1,231.63 1,745.77 1,084.38 Notes: (1) Restated earnings per equity share – (basic), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹): In accordance with IND AS 33 Earning per share, restated earnings per equity share – (basic), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company, are calculated by dividing the restated profit/(loss) for the year attributable to the owners of the parent company by the weighted average number of Equity Shares outstanding during year. The 31basic earning per share disclosed above is after considering the impact of bonus shares allotted subsequent to March 31, 2025 on July 29, 2025 for all years presented in accordance with IND AS 33 Earning per share. (2) Restated earnings per equity share – (diluted), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹): In accordance with IND AS 33 Earning per share, restated earnings per equity share – (diluted), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company) are calculated by dividing the restated profit/ (loss) for the year attributable to the owners of the parent company by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year. The diluted earning per share disclosed above is after considering the impact of bonus shares allotted subsequent to March 31, 2025 on July 29, 2025 for all years presented in accordance with IND AS 33 Earning per share. (3) Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with regulation to 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth as the aggregate value of Equity share capital, Retained earnings, Securities premium, Other Reserves, Put option liability towards non- controlling interest shareholders and Money received against share warrants. (4) Net asset value per Equity Share is calculated by dividing Net worth as of the end of the relevant year by the number of outstanding equity shares as at the year end. (5) Total Borrowings is calculated as sum of current and non-current borrowings. For further details, see “Restated Financial Information” and “Other Financial Information” on pages 257 and 356, respectively. Auditor qualifications which have not been given effect to in the Restated Financial Information There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated Financial Information. However, there are certain modifications included by our Statutory Auditors in their audit reports and annexure to the audit reports, which did not require any effect to be given in the Restated Financial Information. See “Risk Factors – Our Statutory Auditors’ audit reports on our audited consolidated financial statements for Fiscals 2025, 2024 and 2023 includes emphasis of matter paragraph, modifications for certain matters specified in the report on other legal and regulatory requirements and certain qualifications under the reporting requirements under the Companies (Auditor's Report) Order, 2020 and Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). We cannot assure you that auditors’ reports for any future fiscal periods will not contain such emphasis of matter, modifications, qualifications and observations.” on page 68. Summary of outstanding litigation A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters, as on the date of this Draft Red Herring Prospectus, as disclosed in “Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations is provided below: Category of Criminal Tax Statutory or Disciplinary actions Material Aggregate individuals Proceedings Proceedings Regulatory by SEBI or Stock civil amount / entities Proceedings Exchanges against litigation involved* (₹ our Promoters in in million) the last five years, including outstanding action Company By our 2 Nil Nil N.A. Nil 4.43** Company Against our Nil 13 Nil N.A. Nil 403.37 Company Subsidiaries By our 2 Nil Nil N.A. Nil 184.46 Subsidiaries Against our Nil 9 Nil N.A. Nil 190.56 Subsidiaries Directors^ By the Nil Nil Nil N.A. Nil Nil Directors Against the Nil 1 Nil N.A. Nil 46.03 Directors Promoters^ 32Category of Criminal Tax Statutory or Disciplinary actions Material Aggregate individuals Proceedings Proceedings Regulatory by SEBI or Stock civil amount / entities Proceedings Exchanges against litigation involved* (₹ our Promoters in in million) the last five years, including outstanding action By the Nil Nil Nil N.A. Nil Nil Promoters Against the Nil 1 Nil Nil Nil 46.03 Promoters * To the extent quantifiable. **The amount involved in the complaint dated July 24, 2024, filed by our Company, is $28,699.00, amounting to ₹ 2.41 million at an exchange rate of ₹ 84.00 as on June 20, 2024. ^Includes details of proceedings involving the Promoters who are also Directors. Further, as on the date of this Draft Red Herring Prospectus, there are no (i) outstanding criminal proceedings or statutory or regulatory proceedings involving our Key Managerial Personnel and Senior Management, as on the date of this Draft Red Herring Prospectus, which are required to be disclosed in terms of the SEBI ICDR Regulations or (ii) outstanding litigation proceedings involving any of our Group Companies which will have a material impact on our Company. For further details, see “Outstanding Litigation and Other Material Developments” on page 402. Risk factors Investors are advised to carefully read “Risk Factors” on page 44, to have an informed view before making an investment decision in the Offer. Set forth below are the top 10 risk factors: S. No. Risk Factor 1. We derive a significant portion of our revenues from the sale of our products to the Indian central and state governments, and international aid agencies for their public healthcare programs. Our revenue from such government and international aid agencies was 87.83%, 91.60% and 78.39% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively. Any unfavourable policy changes by these agencies or a decrease in funding for public healthcare programs may impact the sale of our products and adversely affect our business, financial condition, results of operations and cash flows. 2. We derive a significant portion of our revenues from the sale of diagnostic test kits for tuberculosis (“TB”). Our revenue from the sale of test kits for TB was 69.11%, 62.40% and 41.56% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively. Any decline in the demand for such test kits may have an adverse effect on our business, financial condition, results of operation and cash flows. 3. We derive a significant portion of our revenue from our top 10 customers. Our revenue from the top 10 customers was 83.62%, 78.54% and 66.07% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively. The loss of any of these customers or a decline in demand for our products from them could have an adverse effect on our business, financial condition, results of operations and cash flows. 4. We have invested and intend to continue to invest in research and development (“R&D”) efforts to grow our menu of tests. We cannot assure you that our R&D efforts will result in the successful development and obtaining of government approvals for new tests, which could adversely affect our business, results of operations, and cash flows. 5. We incurred losses in Fiscal 2023 and we may incur losses in the future. 6. Our sales cycle and sales demand are variable, which makes it difficult for us to forecast our business, results of operations, financial condition and cash flows. 7. Our inability to accurately forecast demand for our products and manage our inventory may have an adverse effect on our business, financial condition, results of operations and cash flows. 8. Any product liability claims or regulatory actions or imposition of liquidated damages on account of our failure to meet the contractual obligations, could have an adverse effect on our business, results of operations, financial condition and cash flows. 9. Our operations are subject to extensive government regulation and if we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, results of operations and cash flows may be adversely affected. 10. Our Statutory Auditor’s reports on internal financial controls issued on our audited consolidated financial 33S. No. Risk Factor statements for Fiscals 2023 and 2024 contain a disclaimer of opinion relating to the Statutory Auditors’ inability to obtain appropriate audit evidence to provide a basis for opinion on adequate internal financial controls. Summary of contingent liabilities The following is a summary table of our contingent liabilities as at March 31, 2025, as per ‘Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets’, as derived from the Restated Financial Information: (in ₹ million) S. No. Particulars As at March 31, 2025 1. Bank guarantees given by the Group 516.54 2. M atter relating to direct taxes under dispute 266.06 3. Matter relating to indirect taxes under dispute 323.52 1. Certain demands from the income tax authorities were set off against the brought forward business loss and depreciation of previous years which has not been disclosed above. 2. The amounts under disputes is as per the demands from the respective authorities for the respective periods and has not been adjusted to include further interest, penalty leviable, if any, at the time of final outcome of the appeals. 3. The Supreme court of India in the month of February 2019 had passed a judgement relating to definition of wages under the Provident Fund Act, 1952. The Management is of the view that there are interpretative challenges on the application of the judgement retrospectively. In the absence of reliable measurement of the provision for earlier periods, the Group has made a provision for provident fund contribution pursuant to the judgement only from the date of Supreme Court Order. The Group will evaluate its position and update its provision, if required, on receiving further clarity on the subject. The Group does not expect any material impact of the same. 4. The Parent Company has received objections on certain trade mark applications on relative grounds of refusal under Section 11 of the Trade Mark Act, 1999 because the same/similar trade mark(s) is/are already on record of the register for the same or similar goods/services. The management of the Parent Company is in the process of filling necessary replies and is confident of the outcome of the aforementioned trade mark applications to be favourable and accordingly no adjustments have been made in the Restated Financial Information in this regard. 5. The subsidiary company, Bigtec Private Limited has obtained registration under The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952 and is regularising the delay in remittance with the authorities and do not expect any material financial impact in this regard and accordingly no adjustments have been made in the Restated Financial Information in this regard. 6. A survey under Section 133A of the Income-tax Act , 1961 (“IT Act”), was carried out at the premises of the Parent Company and a subsidiary of the Parent Company, Bigtec Private Limited, by the Income Tax authorities on March 11, 2024, followed by search closure visits on various dates during the year ended March 31, 2024 to check the compliance with the provisions of the IT Act. The income tax department has subsequently sought certain information / clarifications, which have been provided by being physically present in such meetings held. Management believes that the Parent Company has complied with all the applicable provisions of the IT Act with respect to its operations. Further, during the year ended March 31, 2024, the Parent Company has paid an amount of ₹ 37.50 Million in connection with the survey which has been classified under Non-current tax assets (net). For the AY 23-24, the department has made addition of ₹ 83.28 Million and has raised demand of ₹ 52.21 Million plus interest and penalty, as applicable, vide assessment order u/s 143(3) of the Act dated March 18, 2025. In response to the same, the Parent Company has made appeal to the Joint Commissioner (Appeals) and is confident of favourable outcome. For the AY 20- 21 to 22-23, the final demand notices has not been received by the Parent Company. 7. The Parent Company and Bigtec Private Limited, a subsidiary of the Parent Company, was not in compliance with the requirements of the Section 135 of the Companies Act, 2013 as at March 31, 2024 and March 31, 2023. During the year ended March 31, 2025, the Parent Company and Bigtec Private Limited, made suo-moto application with Registrar of Companies for intimation and adjudication of non compliance of Section 135 of the Companies Act,2013 for the financial years 2021-22, 2022- 23 and 2023-24 basis which an order for adjudication was passed by Registrar of Companies imposing penalty on such non- compliances, which was paid by the Parent Company and Bigtec Private Limited respectively during the year. 8. Bigtec Private Limited was not in compliance with the requirements of the Section 185 of the Companies Act, 2013 in the earlier years towards loans and advances granted by Bigtec Private Limited. Bigtec Private Limited has filed compounding application before Registrar of Companies, Karnataka for the non-compliance of section 185 of the Companies Act, 2013 and has made adequate provision for penalty amount during the year ended March 31, 2025. Subsequent to year end, interim order is passed by Regional Director, Hyderabad, Ministry of Corporate affairs based on which the Company has paid the penalty amount. 9. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections of the Code came into effect on May 03, 2023. However, the final rules / interpretation have not yet been issued. Based on a preliminary assessment, the Group believes the impact of the change will not be significant. For further information on such contingent liabilities as on March 31, 2025, as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets, see “Restated Financial Information – Note 35. Contingent Liabilities” on page 339. 34Summary of related party transactions A summary of the related party transactions entered into by our Company in Fiscals 2025, 2024 and 2023 as per Ind AS 24 – Related Party Disclosures, read with the SEBI ICDR Regulations, derived from the Restated Financial Information is detailed below: (₹ in million) Nature of Name of the related party Nature of For the For the For the transaction relationship year ended year ended year ended March 31, March 31, March 31, 2025 2024 2023 Interest income on Prognosys Medical Systems Enterprise with - - 18.56 loan Private Limited common director (upto February 28, 2023, subsidiary w.e.f March 01, 2023) Optrascan India Private Subsidiary of an 3.68 - - Limited associate Finance costs Mr. Sriram Natarajan CEO and Director 24.27 25.95 29.97 Exxora Trading LLP Shareholder with 1.60 1.60 0.11 whom transaction exist during the year Chayagraphics Healthcare Enterprise where 1.80 1.50 - Private Limited key managerial personnel exercise significant influence P urchases Chayagraphics Healthcare Enterprise where 7.49 19.62 - Private Limited key managerial personnel exercise significant influence Prognosys Healthcare (India) Enterprise where - - 0.96 Private Limited key managerial personnel exercise significant influence (upto July 25, 2023, subsidiary w.e.f July 26, 2023.) Purchase of Inventrom Private Limited Enterprise with 2.21 - - property, plant and common director equipment Legal and Coreintegra Global Services Enterprise with 0.58 0.55 - professional Private Limited common director charges Expenses incurred Mr. Sriram Natarajan CEO and Director 6.22 4.97 5.99 on behalf of the Mrs. Sangeetha Sriram Director 0.19 0.01 - Group Mr. Shiva Sriram Relative of key 1.33 1.30 - managerial personnel Dr. Chandrasekhar Bhaskaran Director - - 2.14 Nair Loans taken Mr. Sriram Natarajan CEO and Director - 62.00 80.00 Loans repaid Mr. Sriram Natarajan CEO and Director - 125.17 447.33 Dr. Chandrasekhar Bhaskaran Director - - 40.00 Nair Mr. G.Sampathgiri Shareholder with - - 0.91 35(₹ in million) Nature of Name of the related party Nature of For the For the For the transaction relationship year ended year ended year ended March 31, March 31, March 31, 2025 2024 2023 whom transaction exist during the year Loans given Optrascan India Private Subsidiary of an 93.28 - - Limited associate Loans refunded Prognosys Medical Systems Enterprise with - - 200.00 Private Limited common director (upto February 28, 2023, subsidiary w.e.f March 01, 2023) Investment in Chayagraphics (India) Private Associate - - 60.00 compulsorily Limited company convertible preference shares Remuneration Mr. Sriram Natarajan CEO and Director 24.42 18.18 18.02 paid* Mrs. Sangeetha Sriram Director 14.38 2.40 2.42 Mr. Shiva Sriram Relative of key 27.46 23.78 3.26 managerial personnel Mr. Suhas Ravindra Advant Chief Financial - 7.43 - Officer (for the period May 08, 2023 to March 26, 2024) Dr. Chandrasekhar Bhaskaran Director 25.98 19.50 19.50 Nair Mr. Amol Narayan Lone Chief Financial 7.75 - - Officer (w.e.f. June 05, 2024) Mr. Darshan Raghunath Company 1.07 - - Karekar Secretary and Compliance officer (w.e.f. September 03, 2024) Mrs. Anita Chandrasekar Shareholder with 14.38 3.55 3.26 whom transaction exist during the year Director Sitting Dr. Arun Kumar Jha Director 0.63 - - fees Dr. Balram Bhargava Director 0.63 - - Mrs. Nupur Garg Director 0.25 - - Investment in OptraScan, Inc. Associate 415.52 - - preferred stock Company * The remuneration paid to the key managerial personnel does not include employer contribution to Provident fund and provisions made for gratuity and leave benefits as they are determined on an actuarial basis for the Group as a whole. Transactions with the related parties, which are eliminated on consolidation disclosed as per the SEBI ICDR regulations read with Ind AS 24 Related Party Disclosures (₹ in million) Particulars Nature of Transactions Nature of For the year For the year For the year relationship ended ended ended March 31, March 31, March 31, 2025 2024 2023 Molbio Diagnostics Limited 36(₹ in million) Particulars Nature of Transactions Nature of For the year For the year For the year relationship ended ended ended March 31, March 31, March 31, 2025 2024 2023 Bigtec Healthcare Impairment on Subsidiary - - 0.05 Private Limited investments Company Bigtec Private Limited Interest income on loan Subsidiary - 33.80 30.93 Company Bigtec Private Limited Purchase of traded goods Subsidiary 1.51 0.40 0.16 Company Bigtec Private Limited Sale of finished goods Subsidiary 0.45 - - Company Bigtec Private Limited Cost of raw material and Subsidiary - 0.91 - components consumed Company Bigtec Private Limited Royalty expense Subsidiary 929.59 739.28 315.96 Company Prognosys Healthcare Investment in equity Subsidiary - 102.62 - (India) Private Limited shares Company Prognosys Healthcare Impairment on Subsidiary - 102.62 - (India) Private Limited investments Company Prognosys Medical Interest income on loan Subsidiary 8.90 2.67 20.25 Systems Private Limited Company Prognosys Medical Purchase of traded goods Subsidiary 217.34 54.00 - Systems Private Limited Company Prognosys Medical Investment in equity Subsidiary - - 144.60 Systems Private Limited shares Company Prognosys Medical Investment in Subsidiary - - 246.11 Systems Private Limited compulsorily convertible Company preference shares Remfuel Bioenergy Impairment on Subsidiary - - 0.10 Private Limited investments Company Bigtec Private Limited Bigtec Healthcare Impairment on receivables Subsidiary - - 0.38 Private Limited from related parties Company Bigtec Healthcare Impairment on Subsidiary - - 0.05 Private Limited investments Company Deciphar Life Sciences Impairment on receivables Subsidiary - - 1.53 Private Limited from related parties Company Remfuel Bioenergy Impairment on receivables Subsidiary - - 0.67 Private Limited from related parties Company Molbio Diagnostics Interest expenses Holding - 33.80 30.93 Limited Company Molbio Diagnostics Royalty income Holding 929.59 739.28 315.96 Limited Company Molbio Diagnostics Sale of Traded goods Holding 1.51 1.31 0.16 Limited Company Molbio Diagnostics Purchase of traded goods Holding 0.45 - - Limited Company Remfuel Bioenergy Private Limited Bigtec Private Limited Liabilities no longer Subsidiary 0.67 - - required written back Company Deciphar Life Sciences Private Limited Bigtec Private Limited Liabilities no longer Subsidiary 1.53 - - required written back Company Bigtec Healthcare Private Limited Bigtec Private Limited Liabilities no longer Subsidiary 0.38 - - required written back Company Prognosys Healthcare (India) Private Limited 37(₹ in million) Particulars Nature of Transactions Nature of For the year For the year For the year relationship ended ended ended March 31, March 31, March 31, 2025 2024 2023 Prognosys Medical Revenue from operations Subsidiary 40.10 20.96 - Systems Private Limited Company Prognosys Medical Systems Private Limited Molbio Diagnostics Sale of finished goods Holding 217.34 54.00 - Limited Company Molbio Diagnostics Interest expenses Holding 8.90 2.67 20.25 Limited Company Molbio Diagnostics Cost of raw material and Holding 1.79 - - Limited components consumed Company Molbio Diagnostics Sale of finished goods Holding 1.79 - - Limited Company Prognosys Healthcare Purchase of traded goods Subsidiary 40.10 20.96 - (India) Private Limited Company For further details of our related party transactions, see “Other Financial Information – Related Party Transactions” on page 359. Financing arrangements There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and their relatives (as defined in the Companies Act, 2013) have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the financing entity, during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. Weighted average price at which specified securities were acquired by the Promoters and Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus Except as disclosed below, no specified securities have been acquired by the Promoters and the Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus: Number of Equity Shares of Weighted average price at S. Name face value of ₹ 1 each acquired which Equity Shares were No. in the last one year* acquired in the last one year^* (A) Promoters 1. Exxora Trading LLP 37,190,080 Nil 2. Dr. Chandrasekhar Bhaskaran Nair(1) 4,887,880 Nil (B) Selling Shareholders (other than as set out in (A)) 3. Abdul Qadir Mohamed Theruvath 195,680 Nil 4. Chewbacca Services Limited 773,080 Nil 5. J. Guru Dutt(2) 4,851,180 Nil 6. Gopalkrishna Mangalore Kini 6,070,340 Nil 7. Gopalakrishna Sampathgiri(3) 4,887,880 Nil 8. India Business Excellence Fund III 11,421,400 Nil 9. M Ganesh Kamath 68,880 Nil 10. M.A. Rohit 1,560,640 Nil 11. M.A. Sharath 1,042,840 Nil 12. M.A. Usha Rani 2,615,240 Nil 13. Sangeetha M Kini 2,449,600 Nil 14. Shaheeda Abdul Kader 391,360 Nil 15. Shruthi G Kini 1,186,180 Nil 16. Sujay Limited 773,080 Nil 17. V Sciences Investments Pte. Ltd. 8,056,120 Nil 18. Vivek Devaraj 313,200 Nil * Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on July 5, 2024, and July 10, 2024, respectively the authorised share capital of our Company was subdivided from 12,200,000 equity shares of face value of ₹ 10 each to 122,000,000 Equity Shares of face value ₹ 1 each. Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 2,253,660 equity shares of face value of ₹ 10 per equity share to 22,536,600 Equity Shares of face value of ₹ 1 per Equity 38Share. Our Company has allotted bonus shares on July 29, 2025, in the ratio of 4 Equity Shares for every Equity Share held. The number of equity shares and weighted average cost of acquisition has been adjusted to reflect the impact of the split and the bonus issue. (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. ^ As certified by B.B. & Associates, Chartered Accountants by way of their certificate dated August 22, 2025. Weighted average cost of acquisition of all shares transacted in the 1 year, 18 months and 3 years preceding the date of this Draft Red Herring Prospectus 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 share (in ₹)*^ acquisition** price – highest price (in ₹)* Last one year preceding the 1,042.95 [●] 130.29 - 1,108.00 date of this Draft Red Herring Prospectus Last 18 months preceding the 1,042.95 [●] 130.29 - 1,108.00 date of this Draft Red Herring Prospectus Last three years preceding the 470.25 [●] Nil - 1,108.00 date of this Draft Red Herring Prospectus * As certified by B.B. & Associates, Chartered Accountants by way of their certificate dated August 22, 2025. ** To be updated in the Prospectus following the finalisation of the Cap Price. ^ Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on July 5, 2024, and July 10, 2024, respectively the authorised share capital of our Company was sub divided from 12,200,000 equity shares of face value of ₹ 10 each to 122,000,000 Equity Shares of face value ₹ 1 each. Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 2,253,660 equity shares of face value of ₹ 10 per equity share to 22,536,600 Equity Shares of face value of ₹ 1 per Equity Share. Our Company has allotted bonus shares on July 29, 2025, in the ratio of 4 Equity Shares for every Equity Share held. The weighted average cost of acquisition has been adjusted to reflect the impact of the split and the bonus issue. Details of price at which specified securities were acquired by our Promoters, members of the Promoter Group, Selling Shareholders and Shareholders with the right to nominate directors or with any other such rights in the three years preceding the date of this Draft Red Herring Prospectus The details of the price at which specified securities have been acquired by our Promoters, members of the Promoter Group, Selling Shareholders and Shareholders with the right to nominate directors or any other such rights in the three years preceding the date of this Draft Red Herring Prospectus are set out below: S. Name of the Category of Date of No. of equity Acquisition No. of Acquisition No. acquirer Shareholder acquisition shares price per equity price per acquired in equity shares equity share the last three share (in acquired as as adjusted years ₹)^ adjusted for the sub- for the sub- division of division of equity shares equity and bonus shares and issue^# (in ₹) bonus issue^# 1. Exxora Trading Promoter, July 29, 37,190,080 Nil(1) 37,190,080 Nil LLP Selling 2025 Equity Shares Equity Shareholder, of face value Shares of Shareholder of ₹ 1 each face value with special of ₹ 1 each rights 2. Dr. Promoter, July 29, 4,887,880 Nil(1) 4,887,880 Nil Chandrasekhar Selling 2025 Equity Shares Equity Bhaskaran Nair* Shareholder, of face value Shares of Shareholder of ₹ 1 each face value with special of ₹ 1 each rights 3. Abdul Qadir Selling July 29, 195,680 Nil(1) 195,680 Nil Mohamed Shareholder 2025 Equity Shares Equity 39S. Name of the Category of Date of No. of equity Acquisition No. of Acquisition No. acquirer Shareholder acquisition shares price per equity price per acquired in equity shares equity share the last three share (in acquired as as adjusted years ₹)^ adjusted for the sub- for the sub- division of division of equity shares equity and bonus shares and issue^# (in ₹) bonus issue^# Theruvath of face value Shares of of ₹ 1 each face value of ₹ 1 each 4. Chewbacca Selling July 29, 773,080 Nil(1) 773,080 Nil Services Limited Shareholder 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each 5. J. Guru Dutt** Selling July 29, 4,851,180 Nil(1) 4,851,180 Nil Shareholder, 2025 Equity Shares Equity Shareholder of face value Shares of with special of ₹ 1 each face value rights of ₹ 1 each 6. Gopalkrishna Selling July 24, 30,572 equity Nil(2) 305,720 Nil Mangalore Kini Shareholder, 2023 shares of face Equity Shareholder value of ₹ 10 Shares of with special each, from face value rights Nileshwar of ₹ 1 each Damodar Prabhu July 29, 6,070,340 Nil(1) 6,070,340 Nil 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each 7. Gopalakrishna Selling July 29, 4,887,880 Nil(1) 4,887,880 Nil Sampathgiri*** Shareholder, 2025 Equity Shares Equity Shareholder of face value Shares of with special of ₹ 1 each face value rights of ₹ 1 each 8. India Business Selling July 29, 11,421,400 Nil(1) 11,421,400 Nil Excellence Fund Shareholder, 2025 Equity Shares Equity III Shareholder of face value Shares of with special of ₹ 1 each face value rights of ₹ 1 each 9. M Ganesh Selling July 29, 68,880 Equity Nil(1) 68,880 Nil Kamath Shareholder 2025 Shares of face Equity value of ₹ 1 Shares of each face value of ₹ 1 each 10. M.A. Rohit Selling July 29, 1,560,640 Nil(1) 1,560,640 Nil Shareholder, 2025 Equity Shares Equity Shareholder of face value Shares of with special of ₹ 1 each face value rights of ₹ 1 each 11. M.A. Sharath Selling July 29, 1,042,840 Nil(1) 1,042,840 Nil Shareholder, 2025 Equity Shares Equity Shareholder of face value Shares of with special of ₹ 1 each face value rights of ₹ 1 each 12. M.A. Usha Rani Selling July 29, 2,615,240 Nil(1) 2,615,240 Nil Shareholder, 2025 Equity Shares Equity Shareholder of face value Shares of with special of ₹ 1 each face value rights of ₹ 1 each 40S. Name of the Category of Date of No. of equity Acquisition No. of Acquisition No. acquirer Shareholder acquisition shares price per equity price per acquired in equity shares equity share the last three share (in acquired as as adjusted years ₹)^ adjusted for the sub- for the sub- division of division of equity shares equity and bonus shares and issue^# (in ₹) bonus issue^# 13. Sangeetha M Selling July 24, 61,147 equity Nil(2) 611,470 Nil Kini Shareholder 2023 shares of face Equity value of ₹ 10 Shares of each, from face value Nileshwar of ₹ 1 each Damodar Prabhu July 29, 2,449,600 Nil(1) 2,449,600 Nil 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each 14. Shaheeda Abdul Selling July 29, 391,360 Nil(1) 391,360 Nil Kader Shareholder 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each 15. Shruthi G Kini Selling July 24, 30,572 equity Nil(2) 305,720 Nil Shareholder 2023 shares of face Equity value of ₹ 10 Shares of each, from face value Nileshwar of ₹ 1 each Damodar Prabhu July 29, 1,186,180 Nil(1) 1,186,180 Nil 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each 16. Sujay Limited Selling July 29, 773,080 Nil(1) 773,080 Nil Shareholder 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each 17. V Sciences Selling September 7,340 equity 54,495.91 73,400 5,449.59 Investments Pte. Shareholder, 23, 2022 shares of face Equity Ltd. Shareholder value of ₹ 10 Shares of with special each face value rights of ₹ 1 each 152,221 equity 32,742.39 1,522,210 3,274.24 shares of face Equity value of ₹ 10 Shares of each(3) face value of ₹ 1 each September 21,397 equity 32,742.39 213,970 3,274.24 26, 2022 shares of face Equity value of ₹ 10 Shares of each from Dr. face value Chandrasekhar of ₹ 1 each Bhaskaran Nair* December 6,525 equity 32,742.39 65,250 3,274.24 2, 2022 shares of face Equity value of ₹ 10 Shares of each(4) face value 41S. Name of the Category of Date of No. of equity Acquisition No. of Acquisition No. acquirer Shareholder acquisition shares price per equity price per acquired in equity shares equity share the last three share (in acquired as as adjusted years ₹)^ adjusted for the sub- for the sub- division of division of equity shares equity and bonus shares and issue^# (in ₹) bonus issue^# of ₹ 1 each March 20, 13,920 equity 32,742.39 139,200 3,274.24 2023 shares of face Equity value of ₹ 10 Shares of each(5) face value of ₹ 1 each July 29, 8,056,120 Nil(1) 8,056,120 Nil 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each 18. Vivek Devaraj Selling July 29, 313,200 Nil(1) 313,200 Nil Shareholder 2025 Equity Shares Equity of face value Shares of of ₹ 1 each face value of ₹ 1 each (1) Our Company has allotted bonus shares on July 29, 2025, in the ratio of 4 Equity Shares for every Equity Share held. Accordingly, the cost of acquisition is Nil. (2) Our Board pursuant to its resolution dated July 24, 2023, approved transmission of 30,572 equity shares of ₹ 10 each, 61,147 equity shares of ₹ 10 each and 30,572 equity shares of ₹ 10 each to Gopalkrishna Mangalore Kini, Sangeetha M. Kini and Shruthi G Kini, following the demise of Nileshwar Damodar Prabhu. (3) V Sciences Investments Pte. Ltd. acquired 12,842 equity shares of face value of ₹ 10 each from M.A. Usha Rani, 4,273 equity shares of face value of ₹ 10 each from M.A. Rohit, 4,273 equity shares of face value of ₹ 10 each from M.A. Sharath, 21,397 equity shares of face value of ₹ 10 each from J. Guru Dutt (jointly held with Sandhya Guru Dutt, J. Guru Dutt being the first holder), 21,397 equity shares of face value of ₹ 10 each from Gopalakrishna Sampathgiri (jointly held with Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder), 21,397 equity shares of face value of ₹ 10 each from Gopalkrishna Mangalore Kini, 873 equity shares of face value of ₹ 10 each from M. Ganesh Kamath, 9,776 equity shares of face value of ₹ 10 each from Exxora Trading LLP, 21,397 equity shares of face value of ₹ 10 each from N.D. Prabhu, 9,260 equity shares of face value of ₹ 10 each from Anilkumar Agarwal, 15,490 equity shares of face value of ₹ 10 each from Narendrakumar Agarwal, 3,617 equity shares of face value of ₹ 10 each from Ashish Kacholia and 6,229 equity shares of face value of ₹ 10 each from Manojkumar Agarwal, each at an acquisition price of ₹ 32,742.39 per equity share. (4) V Sciences Investments Pte. Ltd. acquired 2,175 equity shares of face value of ₹ 10 each from Abdul Qadir Mohamed Theruvath and 4,350 equity shares of face value of ₹ 10 each from Shaheeda Abdul Kader, each at an acquisition price of ₹ 32,742.39 per equity share. (5) V Sciences Investments Pte. Ltd. acquired 6,960 equity shares of face value of ₹ 10 each from Sujay Limited and 6,960 equity shares of face value of ₹ 10 each from Chewbacca Services Limited, each at an acquisition price of ₹ 32,742.39 per equity share. # Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on July 5, 2024, and July 10, 2024, respectively the authorised share capital of our Company was sub divided from 12,200,000 equity shares of face value of ₹ 10 each to 122,000,000 Equity Shares of face value ₹ 1 each. Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 2,253,660 equity shares of face value of ₹ 10 per equity share to 22,536,600 Equity Shares of face value of ₹ 1 per Equity Share. Our Company has allotted bonus shares on July 29, 2025, in the ratio of 4 Equity Shares for every Equity Share held. The number of equity shares and cost of acquisition has been adjusted to reflect the impact of the split and the bonus issue. * Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. ** Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. *** Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. ^ As certified by B.B. & Associates, Chartered Accountants by way of their certificate dated August 22, 2025. Average cost of acquisition of Equity Shares by our Promoters and Selling Shareholders The average cost of acquisition of Equity Shares by our Promoters and Selling Shareholders as at the date of this Draft Red Herring Prospectus is set forth below: S. Name Number of Equity Shares of Average cost of acquisition No. face value of ₹ 1 each per Equity Share^* (in ₹) (A) Promoters# 1. Exxora Trading LLP 46,487,600 0.20 2. Dr. Chandrasekhar Bhaskaran Nair(1) 6,109,850 6.90 (B) Selling Shareholders (other than as set out in (A)) 42S. Name Number of Equity Shares of Average cost of acquisition No. face value of ₹ 1 each per Equity Share^* (in ₹) 3. Abdul Qadir Mohamed Theruvath 244,600 10.21 4. Chewbacca Services Limited 966,350 7.28 5. J. Guru Dutt(2) 6,063,975 6.94 6. Gopalkrishna Mangalore Kini(4) 7,587,925 5.60 7. Gopalakrishna Sampathgiri(3) 6,109,850 6.90 8. India Business Excellence Fund III 14,276,750 187.14 9. M Ganesh Kamath 86,100 10.85 10. M.A. Rohit 1,950,800 6.54 11. M.A. Sharath 1,303,550 6.91 12. M.A. Usha Rani 3,269,050 7.08 13. Sangeetha M Kini(4) 3,062,000 Negligible(5) 14. Shaheeda Abdul Kader 489,200 10.21 15. Shruthi G Kini(4) 1,482,725 Nil 16. Sujay Limited 966,350 7.28 17. V Sciences Investments Pte. Ltd. 10,070,150 670.70 18. Vivek Devaraj 391,500 5.74 ^ As certified by B.B. & Associates, Chartered Accountants by way of their certificate dated August 22, 2025. * Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on July 5, 2024, and July 10, 2024, respectively the authorised share capital of our Company was sub divided from 12,200,000 equity shares of face value of ₹ 10 each to 122,000,000 Equity Shares of face value ₹ 1 each. Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 2,253,660 equity shares of face value of ₹ 10 per equity share to 22,536,600 Equity Shares of face value of ₹ 1 per Equity Share. Our Company has allotted bonus shares on July 29, 2025, in the ratio of 4 Equity Shares for every Equity Share held. The weighted average cost of acquisition has been adjusted to reflect the impact of the split and the bonus issue. # Except for Dr. Chandrasekhar Bhaskaran Nair (who jointly holds Equity Shares with Anita Angela Chandrasekhar) and Exxora Trading LLP, none of our other Promoters hold Equity Shares in our Company. However, our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP. (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. (4) The transmission of shares to Mr. Gopalkrishna Mangalore Kini, Ms. Sangeetha M. Kini, and Ms. Shruthi G. Kini has been considered as a gift for the purpose of average cost of acquisition. Accordingly, the average cost of acquisition for such transactions has been considered as ‘nil’. (5) Negligible denotes less than ₹ 0.01. For further details of the cost of acquisition of our Promoters and Selling Shareholders, see “Capital Structure – Notes to the Capital Structure – Equity share capital history of our Company” on page 102 and “Capital Structure – Notes to the Capital Structure – Secondary transactions by the Promoters and Selling Shareholders” on page 106. Details of Pre-IPO Placement Our Company does not propose to undertake a pre-IPO placement of Equity Shares. Issue of Equity Shares for consideration other than cash in the last one year Except as disclosed in “Capital Structure” on page 102, our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this Draft Red Herring Prospectus. Split or consolidation of Equity Shares in the last one year Our Company has not undertaken any splits or consolidations in the last one year. Exemption from complying with any provisions of securities laws, if any, granted by SEBI Our Company has not sought any exemptions from complying with any provisions of securities laws by SEBI as on the date of this Draft Red Herring Prospectus. 43SECTION III – RISK FACTORS An investment in equity shares involves a high degree of risk. Investors should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity Shares, the industry in which we operate or to India and other jurisdictions we 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, financial condition, results of operations and cash flows. If any or a combination of the following risks, or other risks that are not currently known or are not currently deemed material, actually occur, our business, financial condition, results of operations and cash flows could be adversely affected, the price of our Equity Shares could decline, and investors may lose all or part of their investment. In order to obtain a more detailed understanding of our Company and our business, prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Financial Information” on pages 186, 146, 361 and 257, respectively, as well as the other financial information contained in this Draft Red Herring Prospectus. 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. Prospective investors should consult their tax, financial and legal advisors about the particular consequences of investing in the Offer. 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. Prospective investors in our Equity Shares should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment in India, which may differ in certain respects from that of other countries. This Draft Red Herring Prospectus 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 Draft Red Herring Prospectus. For further information, see “Forward-Looking Statements” on page 26. Unless otherwise indicated, the financial information included herein is based on our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see “Restated Financial Information” on page 257. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Molecular Diagnostics Industry Report” dated August 22, 2025 (the “1Lattice Report”) prepared and issued by Lattice Technologies Private Limited, appointed by us pursuant to an engagement letter dated July 19, 2024 and exclusively commissioned and paid for by us to enable the investors to understand the industry in which we operate in connection with the Offer. The 1Lattice Report is available on the website of our Company at www.molbiodiagnostics.com/investors until the Bid / Offer Closing Date. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular calendar year or Fiscal refers to such information for the relevant calendar year or Fiscal. Further, the 1Lattice Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the 1Lattice Report. There are no parts, data or information (which may be relevant for the proposed issue), that have been left out or changed in any manner. The views expressed in the 1Lattice Report are that of 1Lattice. For more information and risks in relation to commissioned reports, see “– Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 72. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. Internal Risk Factors 1. We derive a significant portion of our revenues from the sale of our products to the Indian central and state governments, and international aid agencies for their public healthcare programs. Our revenue from such government and international aid agencies was 87.83%, 91.60% and 78.39% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively. Any unfavourable policy changes by these agencies or a decrease in funding for public healthcare programs may impact the sale of our products and adversely affect our business, financial condition, results of operations and cash flows. 44We derive a significant portion of our revenues from the sale of our products to the Indian Central and the State governments, and international aid agencies for their public healthcare programs. The table below sets forth our revenues generated from such government and international aid agencies and non-government agencies for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage Amount Percentage (in ₹ Revenue from (in ₹ of Revenue (in ₹ of Revenue million) contracts with million) from million) from customers - contracts contracts Sale of with with products - customers - customers - Finished Sale of Sale of Goods products - products - Finished Finished Goods Goods Revenue from contracts 4,998.20 50.81% 2,757.97 33.83% 146.37 4.55% with customers - Sale of products - Finished Goods from Indian Central government Revenue from contracts 2,101.54 21.36% 4,153.07 50.94% 2,142.56 66.57% with customers - Sale of products - Finished Goods from Indian State governments Revenue from contracts 1,540.04 15.66% 556.47 6.83% 234.04 7.27% with customers - Sale of products - Finished Goods from International aid agencies Revenue from contracts 1,197.48 12.17% 684.87 8.40% 695.53 21.61% with customers - Sale of products - Finished Goods from non-government agencies Revenue from contracts 9,837.26 100.00% 8,152.38 100.00% 3,218.50 100.00% with customers - Sale of products - Finished Goods Both the Indian Central and State governments and international aid agencies run several healthcare programs. For example, the Indian government has public healthcare programs such as the National Tuberculosis Elimination Program (“NTEP”), the National Vector Borne Disease Control Program (NVBDCP), the National Viral Hepatitis Control Program (“NVHCP”) and the National AIDS Control Organisation (“NACO”). These initiatives aim to enhance disease surveillance, provide quality diagnostic services, and ensure timely treatment. Diagnostic tests and supplies under these programs are procured centrally and distributed based on consumption data and disease surveillance outcomes. (Source: 1 Lattice Report) For further information, see, “Key Regulations and Policies” on page 210. The procurement process often involves tendering, which can pose a risk if our products do not meet the specific criteria or pricing requirements set by government tenders or international aid agencies. Additionally, changes in regulatory requirements, or shifts in public health programs run by the government or international aid agencies could impact the sale of our products. Fluctuations in demand, influenced by the effectiveness of disease management programs or changes in disease prevalence, can also affect sales. Any adverse changes in such policies in relation to the public healthcare programs or a reduction in healthcare spending by Central or State governments or international aid agencies due to reasons such as budgetary constraints, changes in the political landscape or general economic conditions (such as a slowdown of the economy or unstable economic conditions), may result in a decline in the sale of our products, which in turn, could have an adverse effect on our business, financial condition, results of operation and cash flows. While we have not experienced any adverse changes in policies resulting in an adverse impact on our sales of products, business, results of operations, financial condition and cash flows in the last three Fiscals, we cannot assure you such instances will not arise in the future. 2. We derive a significant portion of our revenues from the sale of diagnostic test kits for tuberculosis (“TB”). Our revenue from the sale of test kits for TB was 69.11%, 62.40% and 41.56% of our revenue 45from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively. Any decline in the demand for such test kits may have an adverse effect on our business, financial condition, results of operation and cash flows. As of March 31, 2025, we offer molecular testing covering 30 diseases, including tuberculosis (“TB”), COVID, Hepatitis B and C, HIV, and Human Papillomavirus (“HPV”) through 42 assays. We have historically derived a significant portion of our revenues from the sale of diagnostic test kits for TB. The table below sets forth our revenue from the sale of diagnostic test kits for TB and test kits for diseases other than TB for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage (in ₹ million) Revenue (in ₹ Revenue from (in ₹ of Revenue from million) contracts with million) from contracts customers - contracts with Sale of with customers - products - customers - Sale of Finished Sale of products - Goods products - Finished Finished Goods Goods Revenue from the 6,798.78 69.11% 5,087.19 62.40% 1,337.71 41.56% sale of diagnostic test kits for TB Revenue from the 510.80 5.20% 438.26 5.38% 447.58 13.91% sale of diagnostic test kits for diseases other than TB Revenue from the 7,309.58 74.31% 5,525.45 67.78% 1,785.29 55.47% sale of diagnostic test kits Any decline in the demand for diagnostic test kits for TB, whether due to fluctuations in the number of cases, the adoption of alternative diagnostic methods, advancements in diagnostic technologies, changes in government policies concerning TB testing or the government or international aid agencies’ programs run to eradicate TB, or supply chain disruptions such as raw material shortages or logistical challenges causing delays in product availability, could adversely affect our business, financial condition, operational results, and cash flows. 3. We derive a significant portion of our revenue from our top 10 customers. Our revenue from the top 10 customers was 83.62%, 78.54% and 66.07% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively. The loss of any of these customers or a decline in demand for our products from them could have an adverse effect on our business, financial condition, results of operations and cash flows. We derive a significant portion of our revenue from our top 10 customers. The loss of such customers or of a substantial portion of our sales to them for any reason including our failure to negotiate commercial terms, disputes with them, adverse change in their financial condition, could have an adverse impact on our business. Further, we do not have firm commitment agreements with such customers and typically conduct business with customers on the basis of purchase orders that are placed from time to time. The table below sets forth our revenues from our top 10 customers, expressed as a percentage of revenue from contracts with customers - sale of products - finished goods for the years indicated: Customers Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ million) Revenue from (₹ million) Revenue from (₹ million) Revenue from contracts with contracts with contracts with customers - customers - customers - Sale of Sale of Sale of products - products - products - Finished Finished Finished Goods Goods Goods Top One 4,998.20 50.81% 2,757.97 33.83% 300.22 9.33% 46Customers Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ million) Revenue from (₹ million) Revenue from (₹ million) Revenue from contracts with contracts with contracts with customers - customers - customers - Sale of Sale of Sale of products - products - products - Finished Finished Finished Goods Goods Goods Top Ten 8,225.64 83.62%* 6,402.78 78.54% 2,126.34 66.07% *In Fiscal 2025, our top 10 customers, from whom we have received consents, include Central Medical Services Society, Nexus Ventures Private Limited, Medi Era Life Science, Virtuoso Medico Infratech Private Limited, Indus Pharma Agency, AIMS, Sri Vijaya Scientific and Quality Healthcare. The names of certain of our top 10 customers for Fiscal 2025 have not been disclosed here due to non-receipt of consent. Any decrease in the demand for our products from our top 10 customers, could adversely impact our business and results of operations. Our reliance on a select group of customers may also constrain our ability to negotiate our arrangements with them and they may demand price reductions that we may not be able to offset by reducing our costs or by acquiring new customers. Further, the volume and timing of sales to our top 10 customers may vary due to variation in demand for services of such customers. We cannot assure you that we will be able to maintain historic levels of business from our top 10 customers, or that we will be able to significantly reduce customer concentration in the future. 4. We have invested and intend to continue to invest in research and development (“R&D”) efforts to grow our menu of tests. We cannot assure you that our R&D efforts will result in the successful development and obtaining of government approvals for new tests, which could adversely affect our business, results of operations, and cash flows. We intend to continue to invest in R&D efforts, which are undertaken through our wholly-owned Subsidiary, Bigtec Private Limited. Our dedicated R&D unit is based in Bengaluru, Karnataka, and as on the date of this Draft Red Herring Prospectus, we intend to expand our suite of tests for additional 37 assays for 22 diseases, including both infectious and non-communicable diseases, which we expect will continue to contribute to the utility of our platform. We may not be successful in developing such tests and assays in a timely manner, or at all. Moreover, developing new tests and assays takes substantial time and requires substantial technical, financial and human resources, whether or not any tests are ultimately developed or commercialized. The success of any new test for any disease or any assays will depend on several factors, some of which are outside our control, including our ability to demonstrate the accuracy and usability of the tests, obtain necessary regulatory clearances and approvals and produce new tests in commercial quantities at an acceptable cost. The table below sets forth details of number of diseases for which tests and assays developed and commercialised in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of assays which have been 4 1 6 developed and commercialized Number of diseases for which tests have 4(1) Nil 4(2) been developed and commercialized (1) Includes tests for Cytomegalovirus, Epstein-barr Virus, Leprosy, and Mycoplasma genitalium infection. (2) Includes tests for Shigellosis, Clostridium difficile, Herpes Simples Virus 1 and Herpes Simplex Virus 2, and Cholera. The table below sets forth details of our expenses towards R&D in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ million) revenue from (₹ million) revenue from (₹ million) revenue from operations operations operations Research and 685.69 6.72% 597.77 7.15% 447.75 13.47% development spends Note: Bigtec, our wholly owned subsidiary, is responsible for carrying out R&D activities on behalf of our Company. As such, Bigtec acts as the innovation hub, focusing on the development of new products and solutions. Our Company then leverages the outcomes of this research to drive its business strategy, commercialization, and market presence. Consequently, all expenses incurred by Bigtec are considered R&D expenses. Further, the table below sets forth the details of permanent employees in our R&D team under Bigtec Private Limited as of the dates specified below: 47Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 R&D employees 114 69 64 The process of obtaining marketing approval or clearance for new products, or with respect to enhancements or modifications to existing products, could take a significant period of time and require us to incur substantial expenses, involve rigorous pre-clinical and clinical testing, as well as increased post-market surveillance, require changes to products and result in limitations on the indicated uses of products. While we have not experienced any instance in the last three Fiscals where we developed a new test or assay that did not receive the necessary regulatory approvals or was not commercialised, we cannot assure you that such instances will not arise in the future. If we are unable to develop additional tests and assays in the future, our ability to grow our business and revenues may be adversely affected. Further, our ongoing investments in new product launches and R&D for future products could result in higher costs without a proportionate increase in revenues, which could have an adverse impact on our business, results of operations, financial condition, and cash flows. Further, our existing R&D unit is housed in a rented facility. To address the limitations associated with operating a rented facility and support our long-term innovation goals, our Company proposes to utilise an amount of up to ₹ 993.68 million from the Net Proceeds for funding the capital expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space (the “Project”). Upon completion of the Project, our Company intends to transfer the existing equipment from our existing R&D Unit to the facility being set up pursuant to the Project, and the research and development facility will be used by our wholly-owned Subsidiary, Bigtec. For further details, see “Objects of the Offer – Details of the Objects - Funding capital expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space” on page 123. Also, see “- We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space, and purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit. Our inability to successfully undertake such capital expenditure within the estimated cost could have a material adverse effect on our business, cash flows, operations, prospects or financial results.” on page 53. 5. We incurred losses in Fiscal 2023 and we may incur losses in the future. We had incurred losses in Fiscal 2023 and we may incur losses in the future. The table below sets forth restated profit/(loss) for the years indicated below: (₹ in million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Restated profit/(loss) for the 1,385.79 835.42 (34.45) year In Fiscal 2023, our restated profit before tax was ₹ 95.40 million and our restated profit/ (loss) for the year was ₹ (34.45) million after the deduction of total tax expenses of ₹ 129.85 million which consisted of current tax of ₹ 69.54 million and deferred tax charge of ₹ 59.34 million. Also, see “-Our Subsidiaries, Bigtec Private Limited, Prognosys Medical Systems Private Limited, Bigtec Healthcare Private Limited, Remfuel Bioenergy Private Limited, Prognosys Healthcare (India) Private Limited and Deciphar Life Sciences Private Limited, have incurred losses in the past and may incur losses in the future which could have an adverse effect on our business, financial condition, results of operations and cash flows.” on page 62. 6. Our sales cycle and sales demand are variable, which makes it difficult for us to forecast our business, results of operations, financial condition and cash flows. Our sales process involves engaging with multiple stakeholders in the medical field, including laboratory microbiologists, pathologists, and clinicians who prescribe tests. Although the devices are ultimately sold to laboratories, hospitals, or health centres that conduct the tests, the sales process also extends to ensuring the continuous supply of tests to these customers. This supply is influenced by the inflow of samples for testing, which in turn depends on the clinicians who prescribe the tests. The sales cycle involves numerous interactions and in- depth evaluations by potential customers, and the time from initial contact to receiving a purchase order can span several months. Factors such as budgetary allocations and approval processes from top management at the purchasing organizations can further delay this timeline. Given the complexity and variability in our sales cycle and demand including significant exposure to government orders, we may experience fluctuations in product sales and often struggle to establish a steady sales forecast. Historically, we experienced that a greater share of our sales was made in the second half of the fiscal year, as government tenders were issued more heavily during that period. 48Further, testing numbers can fluctuate based on factors such as disease outbreaks, which are unpredictable and impact sales volumes. Sudden outbreaks of infectious diseases can lead to a surge in demand for diagnostic tests, while periods of low disease prevalence can result in decreased testing volumes. Consequently, forecasting sales becomes challenging. For instance, during the COVID-19 pandemic, there was a sudden surge in demand for our diagnostic tests for COVID, which significantly increased our revenue from operations in Fiscal 2022. However, as the pandemic situation normalised and testing requirements decreased, our revenue from operations declined accordingly in Fiscal 2023. This variability complicates our ability to predict future sales accurately, potentially leading to inventory management issues, production planning challenges, and financial forecasting difficulties. 7. Our inability to accurately forecast demand for our products and manage our inventory may have an adverse effect on our business, financial condition, results of operations and cash flows. Our business depends on our estimate of the long-term demand for our products from our customers. Further, sometimes we receive large orders with shorter delivery periods. To cater to such demand, we may have to build up inventory. However, the demand also depends upon certain factors such as disease outbreak, which are unpredictable and may change the forecasted orders resulting into inventory pile up of the built up stock. If we underestimate demand or have inadequate capacity due to which we are unable to meet the demand for our products, we may manufacture fewer quantities of products than required, which could result in the loss of business. While we forecast the demand for our products and accordingly plan our production volumes, any deviation in our forecast could result in surplus stock, which may not be sold in a timely manner. For example, we had made a provision for inventories of ₹ 87.96 million in Fiscal 2025 with respect to the provision of unused stock due to technological obsolescence and a provision for inventories of ₹ 168.59 million in Fiscal 2024 with respect to excess inventories pertaining to COVID 19 pandemic. Further, the number of purchase orders that our customers place with us may differ from quarter to quarter, which may cause our revenues, results of operations and cash flows to fluctuate. The table below sets out our inventories and our inventory turnover ratio for the years indicated: Particulars As of/ for the year ended As of/ for the year ended As of/ for the year ended March 31, 2025 March 31, 2024 March 31, 2023 Inventories (₹ in million) 4,359.13 3,151.44 3,470.16 Inventory turnover ratio 1.10 1.03 0.45 (times)* *Inventory turnover ratio (times) is calculated as cost of goods sold divided by average inventory. Cost of goods sold comprises Cost of raw material and components consumed, (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods and Purchase of traded goods. The average inventory is calculated as the aggregate of opening and closing balance of inventories divided by 2. Also, our ‘Truenat’ kits have a shelf life of two years. and if not sold prior to expiry, may lead to losses or if used after expiry, may lead to inaccurate results. Our inability to accurately forecast demand for our products and manage our inventory may have an adverse effect on our business, financial condition, results of operations and cash flows. 8. Any product liability claims or regulatory actions or imposition of liquidated damages on account of our failure to meet the contractual obligations, could have an adverse effect on our business, results of operations, financial condition and cash flows. The marketing, sale, and use of our products could lead to the filing of product liability claims if someone alleges that our products provided inaccurate or incomplete information regarding their infections, or otherwise failed to perform as designed. We may also be subject to liability for errors in, a misunderstanding of, or inappropriate reliance upon the information we provide in the ordinary course of our business activities. Any product liability claims or regulatory actions could be costly and time-consuming to defend and may adversely affect our reputation and brand image, which could adversely affect our reputation, business, results of operations and financial condition. If successful, product liability claims may require us to pay substantial damages. While we maintain product liability insurance which primarily covers our diagnostic tests for COVID-19, Beta CoV, SARS CoV-2, H1N1, InfluenzaA/B, H3N2/H1N1, Nipah, MTB, we cannot assure you that any future product liability claims will be adequately covered, and claims may exceed the coverage limits of our policy. As we increase our sales, we may be unable to maintain sufficient product liability insurance coverage on commercially reasonable terms, or at all. A product liability claim, with or without merit, could result in negative publicity and adversely affect the marketability of our products and our reputation. While we have not been subject to any product liability claim in the last three Fiscals which had an adverse impact on our business, results of operations, financial condition and cash flows, we cannot assure you that such claims will not arise in the future. 49We are liable to bear liquidated damages to customers for any deviation from our commitments - such as late delivery. Our failure to meet obligations on time, or at all, entitles customers to claim these damages. The table below sets forth the liquidated damages we paid for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Liquidated damages (₹ (22.17) (2.93) 19.63 million) We cannot assure you that we will not be subject to levy of liquidated damages by our customers in future. Levy of liquidated damages on us or any liability that we will face as a result of the delays would adversely affect our business prospects, financial condition, results of operations and cash flows. We also provide warranties on our products, undertaking to repair and replace the products that fail to perform satisfactorily during the warranty period. The table below sets forth the provision for warranty for the years indicated: Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Provision for warranty 165.93 188.68 102.99 (₹ million) We generally record warranty provisions in our accounts based on technical evaluation and past experience of meeting such obligations but there can be no assurance that our provisions will be adequate for liability ultimately incurred. Any of the above consequences resulting from defects in our products may have an adverse effect on our business, results of operations, financial condition and cash flows. 9. Our operations are subject to extensive government regulation and if we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, results of operations and cash flows may be adversely affected. Our operations are subject to extensive government regulation and we are required to obtain and maintain a number of statutory and regulatory permits and approvals under central, state and local government rules in India, generally, for carrying out our business and for each of our manufacturing facilities. In India, we are required to comply with various legislations including the Medical Devices Rules, 2017, Drugs and Cosmetics Act, 1940, the Factories Act, 1948, the Environment (Protection) Act, 1986, the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981, Bio – Medical Waste Management Rules, 2016, Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, to the extent applicable, and obtain specific approvals, consents and authorizations from the relevant authorities under such statutes. For more information in relation such legislations, see “Key Regulations and Policies” on page 210 and for information in relation to the material government approvals required to be obtained by our Company, see “Government and Other Approvals” on page 409. Further, any adverse regulatory action may restrict us from effectively marketing and selling our products, may limit our ability to obtain future premarket clearances or approvals and could result in a substantial modification to our business practices and operations. While we have not experienced such instances in the last three Fiscals, we cannot assure that such instances will not arise in the future. Further, our manufacturing facilities are also subject to periodic inspections by the regulatory authorities in India. While we have not been subject to any sanctions or penalties as a result of these inspections in the last three Fiscals, we cannot assure you that future inspections will not result in findings that could lead to sanctions or penalties. Any such adverse findings could disrupt our operations, increase our costs, and have an adverse impact on our business, financial condition, results of operations, and cash flows. Failure to comply with regulatory requirements could have an adverse effect on our business, financial condition and results of operations. Our Company has had instances of certain trade and other payables and trade and other receivables being outstanding beyond the permissible time period under circulars issued under FEMA. No proceedings have been initiated against us, nor are we aware of any proceedings that may be initiated, by any regulatory or statutory authority in connection with these instances. Further, any subsequent discovery of previously unknown issues with a product or manufacturer could result in fines, delays or suspensions of regulatory clearances or approvals, seizures or recalls of products, physician advisories or other field actions, operating restrictions and/or criminal prosecution. 10. Our Statutory Auditor’s reports on internal financial controls issued on our audited consolidated financial statements for Fiscals 2023 and 2024 contain a disclaimer of opinion relating to the Statutory Auditors’ inability to obtain appropriate audit evidence to provide a basis for opinion on adequate internal financial controls. 50The Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“Guidance Note on IFC”) issued by the Institute of Chartered Accountants of India (“ICAI”) contains certain requirements relating to internal financial controls over financial reporting. Our Statutory Auditor’s audit reports on our audited consolidated financial statements for Fiscals 2023 and 2024 contained a disclaimer of opinion that our Company had not established its internal financial controls with reference to consolidated Ind AS financial statements on criteria based on or considering the essential components of internal control stated in the Guidance Note on IFC. Consequently, our Statutory Auditor was unable to obtain sufficient appropriate audit evidence to provide a basis for their opinion whether our Company had adequate internal financial controls with reference to consolidated Ind AS financial statements for Fiscals 2023 and 2024 and whether such internal financial controls were operating effectively. Accordingly, our Statutory Auditor did not express an opinion on internal financial controls with reference to such audited consolidated financial statements. Notwithstanding that our Statutory Auditor’s report issued on the internal financial controls over financial reporting of our Company for Fiscal 2025 did not contain a disclaimer of opinion, we cannot assure you that deficiencies in our internal controls will not arise in the future, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls. Any inability on our part to adequately detect, rectify or mitigate any such deficiencies in our internal controls may adversely impact our ability to accurately report, or successfully manage, our financial risks, and to avoid fraud, each of which may have an adverse effect on our business, results of operations, financial condition and cash flows. 11. Internal or external fraud or misconduct by our employees could adversely affect our reputation, our results of operations, financial condition and cash flows. We may be subject to instances of fraud, misappropriation, unauthorised acts and misconduct by our employees, distributors, clients or other third parties. Fraud and other misconduct can be difficult to detect and deter. As of the date of this Draft Red Herring Prospectus, our Company and our Subsidiaries have instituted certain proceedings related to incidents of fraud and misappropriation. For instance, our Company filed two cyber complaints each dated July 10, 2024, and July 24, 2024, regarding fraudulent transactions by third parties, amounting to approximately ₹ 2.02 million and ₹ 2.41 million, respectively, pursuant to fake purchase orders and fraudulent sales invoices. Additionally, our Subsidiary, Bigtec Private Limited (“Bigtec”) filed a complaint dated April 17, 2024 at the Magadi Road Police Station, Bengaluru, against certain entities and individuals, including, a former employee of Bigtec, in relation to an alleged wrongful loss of ₹ 6.09 million resulting from unauthorised payments for fake and inflated purchase orders amounting to ₹ 7.66 million without the actual supply of materials. Furthermore, Prognosys Medical Systems Private Limited (“Prognosys Medical”) filed a complaint and registered an FIR, on August 1, 2022, with the Electronics Complex Police Station, Bidhannagar Police Commissionerate, Kolkata, against certain individuals, alleging misappropriation of ₹ 261.50 million by forging the official logo of the Department of Health & Family Welfare, Government of West Bengal and creating multiple fake tender documents. Subsequently, the Directorate of Enforcement, Ministry of Finance, Government of India issued summons dated March 7, 2023, to the director of Prognosys Medical, directing submission of certain documents, reflecting payments made to such individuals. Our Company submitted a response dated June 15, 2022, to the ED, which included a letter from one of the individuals confirming that certain land was recovered from him by Prognosys Medical. For further details in relation to such matters, see “Outstanding Litigation and Other Material Developments” on page 402. While we have taken various measures, such as introduction and implementation of layers in payment approval process and approval hierarchy for changes in vendor master data, and revamped our internal control system and introduced segregation of duties to prevent and deter fraudulent activities, there can be no assurance that we will not experience any fraud, theft, employee negligence, security lapse, loss in transit or similar incidents in the future, which could adversely affect our results of operations, cash flows and financial condition. 12. We export our products to various countries and our revenue from customers outside India as per Ind AS 108 “Operating Segments” represented 19.32%, 9.83% and 14.65% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively. Any adverse events affecting these countries could have an adverse impact on our business, financial condition, results of operation and cash flows. 51We have exported devices and test kits in more than 80 countries including Nigeria, Bangladesh and Kenya till March 31, 2025. For more information on the geographies where we exported our products and revenues generated in the last three Fiscals, see “Our Business – Customers” on page 204. As per Ind AS 108 “Operating Segments”, the following table sets forth our revenue from customers outside India in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from customers outside 1,971.40 822.48 487.10 India (₹ million) (A) Revenue from operations (₹ million) 10,204.18 8,365.61 3,324.63 (B) Percentage of revenue from 19.32% 9.83% 14.65% operations (%) (C = A/B) An economic slowdown in the countries to which we export our products may have an adverse impact on our business, financial condition, cash flows and results of operations. Further, such countries may impose varying duties on our products. While such import duties are paid by the importers, an increase in such duties could make our products more expensive for importers. This, in turn, might reduce demand for our products in those markets, which could adversely affect our business, results of operations, and cash flows. India is also a party to, and is currently negotiating, free trade agreements with several countries and if we export our products to such countries, any revocation or alteration of those bilateral agreements may also adversely affect our ability to export, and consequently, our business, financial condition, cash flows and results of operations. Additionally, export destination countries may also enter into free trade agreements or regional trade agreements with countries other than India. Such agreements and alteration of existing tax treaties may lead to increased competition or may even place us at a competitive disadvantage compared to manufacturers in other countries and could adversely affect our business, financial condition, cash flows and results of operations. In addition, exported devices are subject to the regulatory requirements of each country to which the device is exported. Most countries require that product approvals be renewed or recertified on a regular basis. The renewal or recertification process requires that we evaluate any device changes and any new regulations or standards relevant to the device and conduct appropriate testing to document continued compliance. We cannot assure you that we will receive the required approvals for new products or modifications to existing products on a timely basis or that any approval will not be subsequently withdrawn or conditioned upon extensive requirements. While we have not experienced any rejections in the last three Fiscals for fresh approvals or renewals of our applications, we cannot assure that such instances will not arise in the future. Further, one element of our strategy is the further expansion of our geographical presence particularly Western Europe and the United States and we cannot assure you that we will be able to secure necessary approvals in these jurisdictions for our products. 13. We depend on a few suppliers for the supply of some of our raw materials (our purchase of raw materials from top 10 suppliers accounted for 58.21%, 58.52% and 76.34% of purchases of raw materials and components consumed in Fiscal 2025, 2024 and 2023, respectively) and any disruption in the supply or increase in the prices of raw materials could adversely affect our business, financial condition, results of operations and cash flows. We require various raw materials including substrates, primer and probes, enzymes, deoxynucleotide triphosphate (“dNTP”), electronic components and chemicals which we procure from certain suppliers to manufacture our products. Some of these suppliers may be our sole source for certain raw materials; for instance, we procure substrates exclusively from one supplier. We have entered into agreements with our suppliers that ensure the quality of raw materials and we typically procure these materials through individual purchase orders. Our suppliers may not deliver the required quantity of materials or there may be a disruption in timely supply, resulting in delays to our production schedule and adversely affecting our output. While we have not experienced any instance where our suppliers did not perform their obligations in a timely manner in the last three Fiscals and which had an adverse impact on our operations, we cannot assure that such instances will not arise in the future. The table sets forth below cost of raw materials purchased from our top ten suppliers in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Purchase of raw materials from top 10 3,154.44 1,899.42 1,330.45 suppliers (₹ million) Purchase of raw materials from top 10 58.21% 58.52% 76.34% suppliers as a percentage of purchases 52of raw materials and components consumed *In Fiscal 2025, our top 10 suppliers, from whom we have received consents, include Cyient Dlm Limited, Titan Engineering and Automation Limited, Stanley Engineered Fastening India Private Limited, Danlaw Technologies India Limited, Elin Electronics Limited, Naurang Computers and Edmund Optics Singapore, Pte. Ltd. The names of certain of our top 10 suppliers for Fiscal 2025 have not been disclosed here due to non-receipt of consent. Our reliance on a select group of suppliers may also constrain our ability to negotiate our arrangements, which may have an impact on our ability to procure raw materials on commercially reasonable terms. Some of our raw materials are temperature-sensitive in nature. Due to their sensitivity, improper storage conditions could lead to spoilage or degradation of the materials, rendering them unusable for production. Further, some of our raw materials have a shelf life of three years. If we do not receive orders for products that use these materials, we will be required to dispose of these materials, leading to financial losses. While in the past we had disposed off such materials but the same did not have any significant impact on our business or results of operations, we cannot assure you that such instances will not arise in the future. We also procure finished components as part of our overall procurement of raw materials. Such finished components include certain types of swabs which are used for specimen collection, disposable pipettes for handling liquids, and blank chips from third-party suppliers. We also collaborate with electronic manufacturing services (“EMS”) vendors to assemble some of our devices as required. Our reliance on third-party suppliers for certain finished components and assembly exposes us to several risks. Any quality issues in the finished components we procure, or in the assembly process handled by our third-party suppliers, could impact our products. Any delays in the availability of these components may impact our ability to manufacture final products on schedule, potentially disrupting our supply chain and affecting our business, results of operations, financial condition and cash flows. While we have not experienced any of the aforesaid instances in the last three Fiscals which had an adverse impact on our business, results of operations, financial condition and cash flows, we cannot assure you that such instances will not arise in the future. Further, we import certain raw materials. The table below sets forth details of raw materials imported, which is also expressed as a percentage of purchases of raw material and components consumed in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Purchases of raw material imported 1,839.35 1,226.62 459.61 (₹ million) (A) Purchases of raw materials and 5,418.69 3,245.90 1,742.76 components consumed (₹ million) (B) Purchases of raw materials 33.94% 37.79% 26.37% imported as a percentage of purchases of raw materials and components consumed (C = A/B) Any restrictions imposed by the GoI on the import of such raw materials or any embargoes on the jurisdictions where our suppliers are located, or any increases in import duties on these raw materials, may adversely affect our business, results of operations and prospects. 14. We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space, and purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit. Our inability to successfully undertake such capital expenditure within the estimated cost could have a material adverse effect on our business, cash flows, operations, prospects or financial results. We intend to use a portion of the Net Proceeds for funding our capital expenditure requirements for (i) setting up of infrastructure for our research and development facility, Center of Excellence and connected office space, and (ii) purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit. We are yet to place orders or enter into any definitive agreements towards the proposed capital expenditure requirements and have relied on quotations received from third parties for estimation of the cost. We have also relied on the detailed project report dated August 22, 2025, prepared by Koncepo Scientech International Private Limited, for the cost estimations for the proposed capital expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space, which will be set up as a turnkey project. Additionally, we are yet to make payments or purchases for any of the machinery / equipment 53forming part of the proposed capital expenditure. We have obtained quotations from various vendors in relation to such capital expenditure; however most of these quotations are valid for a certain period of time and may be subject to revisions, and other commercial and technical factors, including financial and market condition, business and strategy, competition, negotiation with suppliers, variation in cost estimates on account of factors, including changes in design or configuration of the equipment and interest or exchange rate fluctuations and other external factors including changes in the price of the equipment due to variation in commodity prices (including steel) which may not be within the control of our management. 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. For details, see “Objects of the Offer – Details of the Objects” on page 123. Consequently, we cannot assure you that construction of the proposed infrastructure facility will be completed as planned or on schedule or that the expenditure incurred towards purchase of machinery / equipment to facilitate automation at Goa Unit I, Goa Unit II and Visakhapatnam Unit will produce the anticipated or desired results. 15. The objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the proposed utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval. The proceeds received from the Offer for Sale will not form part of the proceeds from the Fresh Issue. We propose to use the Net Proceeds towards (i) setting up of infrastructure for our research and development facility, Center of Excellence and connected office space, and (ii) purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit; and iii) general corporate purposes, as set forth in “Objects of the Offer” section on page 121. The proposed deployment of Net Proceeds has not been appraised by any bank or financial institution or other independent agency and is based on internal management estimates based on current market conditions and historic level of expenditures. We shall appoint a monitoring agency to monitor the Gross Proceeds. Further, pursuant to Section 27 of the Companies Act, any variation in the utilization of the Gross Proceeds shall be on account of a variety of factors such as our financial condition, business and strategy and external factors such as market conditions and competitive environment, which may not be within the control of our management, would require a special resolution of the Shareholders and we will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the objects of the Offer, at such price and in such manner in accordance with applicable law. Any delay or inability in obtaining such Shareholders’ approval may adversely affect our business or operations. For determining costs in relation to funding our capital expenditure we have relied on quotations received from third parties. There is no assurance 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 and we may be required to spend more for such expenses from our internal accruals or other sources of funds which may require us to reschedule or reallocate our expenditure, subject to applicable laws, and may have an adverse impact on our business, financial condition, results of operations and cash flows. 16. We rely on our manufacturing and R&D facilities and any unscheduled or prolonged disruption or quality control issues at such facilities could adversely affect our business, financial condition, results of operations, and cash flows. We have five manufacturing facilities in India, of which two in Goa, one in Bengaluru, Karnataka and one in Visakhapatnam, Andhra Pradesh are operated by our Company and dedicated to manufacturing of devices and test kits and one in Bengaluru, Karnataka is operated by our Subsidiary, Prognosys Medical is dedicated to manufacturing of radiology products such as ultraportable X-ray systems, mobile digital X-ray systems, floor- mounted and ceiling-suspended X-ray systems and C-arm systems. Further, we conduct our R&D activities through our wholly-owned Subsidiary, Bigtec’s facility at Bengaluru, Karnataka. For details regarding our manufacturing facilities, see “Our Business – Manufacturing Facilities” on page 201. Any unscheduled or prolonged disruption at such facilities, including power failure, fire and unexpected mechanical failure of equipment, labour disputes, strikes, lock-outs, earthquakes and other natural disasters, industrial accidents or any significant social, political or economic disturbances, could affect our ability to manufacture our products. The occurrence of any such incidents could also result in a destruction of certain assets, and adversely affect our financial condition and results of operations. Disruptions in our manufacturing operations could delay production or require us to temporarily cease operations at our manufacturing facilities. While we have not experienced any disruption at our facilities in the last three Fiscals, resulting in an adverse impact on our business or results of operations, we cannot assure you that such instances will not arise in the future. If we were found to be in contravention of any of the conditions of our regulatory approvals required for our manufacturing facilities, we may be required to cease our operations at such facilities, or limit production until the disputes concerning such approvals are resolved. While we have not experienced any disruption at our facilities on account of non- 54compliance of any conditions of our regulatory approvals in the last three Fiscals, resulting in an adverse impact on our business or results of operations, we cannot assure you that such instances will not arise in the future. 17. Our business and prospects may be adversely affected if we are unable to maintain and grow our brand image. The reputation of our brand “Truenat” is critical for the success of our business and operations. Our ability to maintain and improve our brand image is dependent on factors such as quality, accuracy and efficiency of our platform and test kits, turnaround time and patient satisfaction, the introduction of new tests and our ability to maintain strong relationships with public and private healthcare institutions. Furthermore, our reputation and brand could be susceptible to damage from any negative publicity whether in traditional or social media, or from claims or perception of customers relating to the quality of our products. Any adverse incidents, such as litigation, regulatory actions, or negative publicity can significantly erode our brand value and consumer trust. Consequently, such occurrences may adversely impact perception of our brand and prospects and have an impact on our business, results of operations and financial condition. While there have not been any instances of negative publicity in the last three Fiscals which had an adverse impact on our business, results of operations, financial condition and cash flows, we cannot assure you that instances of negative publicity will not arise in the future. 18. If we are unable to patent new processes and protect our proprietary information or other intellectual property, our business may be adversely affected. We rely on a combination of trademark, patents and designs, confidentiality procedures, cybersecurity practices and contractual provisions to protect our intellectual property rights. As of the date of this Draft Red Herring Prospectus, our Company and Material Subsidiaries have registered 16 patents, 29 trademarks, 7 designs and 3 copyrights in India, and 187 patents in foreign jurisdictions including the United States of America, China and Singapore. These include trademark registrations in respect of certain of our key brands and logos, such as “ ”, “ ”, and “ ”. Further, we have applied for (but not yet obtained) 9 patents and 4 designs in India, and 15 patents in foreign jurisdictions including Nepal, Egypt and Cambodia. Due to the different regulatory bodies and varying requirements across the world, we may be unable to obtain intellectual property protection in those jurisdictions for certain aspects of our products or processes. For further details, see “Government and Other Approvals – Intellectual Property” on page 413. Our Company has entered into an agreement for license of intellectual property and technical collaboration dated August 1, 2011 (“Agreement”) read with the addendum to the Agreement dated July 31, 2017 and as amended by the amendment agreements dated September 22, 2017, and January 21, 2020 (collectively, the “IP Agreement”) with Bigtec, pursuant to which Bigtec has granted our Company an unconditional, irrevocable, exclusive, transferable, royalty bearing, worldwide and unlimited right to use and exploit the intellectual property rights, including patents relating to micro-PCR technology for detection of diseases across a spectrum of diseases, which is continuously being upgraded by Bigtec. Pursuant to the IP Agreement, our Company is required to pay a security deposit of up to ₹ 2,000.00 million in regular intervals which shall be adjusted against 10% of its revenue from operations, payable every year, as royalty to Bigtec for a period of 15 years from the date of the agreement which may be extended in a manner as may be mutually determined by our Company and Bigtec. The table below sets forth the royalty expenses to Bigtec for the years indicated: Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars (₹ million, except percentages) Royalty expense 929.59 739.28 315.96 For further information on our related party transactions, see “Summary of the Offer Document – Summary of Related Party Transactions” and “Other Financial Information – Related Party Transactions” on pages 35 and 359. While we intend to defend against any threats to our intellectual property, we cannot assure you that our patents, trade secrets or other agreements will adequately protect our intellectual property. Our patent rights may not prevent our competitors from developing, using or commercializing products that are functionally equivalent or similar to our products. Further, our patent applications may fail to result in patents being issued, and our existing and future patents may be insufficient to provide us with meaningful protection or a commercial advantage. We cannot assure you that patents issued to or licensed by us in the past or in the future will not be challenged or 55circumvented by competitors or that such patents will be found to be valid or sufficiently broad to protect our processes or to provide us with any competitive advantage. We also rely on non-competition agreements with certain employees, consultants and other parties to protect trade secrets and other proprietary rights that belong to us. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach or that third parties will not otherwise gain access to our trade secrets or proprietary knowledge. Any inability to patent new processes and protect our proprietary information or other intellectual property, could adversely affect our business. 19. If we inadvertently infringe on the patents of others, we may be subjected to legal action and our business and reputation may be adversely affected. We operate in an industry characterized by extensive patent litigation, which can result in significant damages being awarded and injunctions that could prevent the manufacture and sale of certain products or require us to pay significant royalties in order to manufacture or sell such products. While it is not possible to predict the outcome of patent litigation, we believe any adverse result of such litigation could include an injunction preventing us from selling our products or payment of significant damages or royalty and may also force us to redesign our infringing products, or obtain licenses for the intellectual property such products infringe, which would affect our ability to sell current or future products or prohibit us from enforcing our patent and proprietary rights against others. The occurrence of any of these events could subject us to legal action and adversely affect our business, reputation, cash flows and results of operations. While we have not been subject to any patent infringement litigation in the last three Fiscals, we cannot assure you that such instance will not arise in the future. Further, our current and former employees could challenge our exclusive rights in the solutions they have developed in the course of their employment. We cannot assure that we would be successful in defending against any claim by our current or former employees challenging our exclusive rights over the use and transfer of works those employees created or requesting additional compensation for such works. While we have not experienced the above instance in the last three Fiscals, resulting in an adverse impact on our business or results of operations, we cannot assure you that such instances will not arise in the future. 20. There have, in the past, been instances of non-compliance by our Company and Bigtec under Indian company laws requiring our Company to initiate compounding or adjudication proceedings. We cannot assure you that such lapses will not occur in the future, or that we will be able to rectify or mitigate such lapses in a timely manner or at all or 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. Our Company and our Subsidiary, Bigtec Private Limited, have not been in compliance with certain requirements of the Companies Act, 2013, in the past. The details of such non-compliance, along with the actions taken by the Company and Bigtec in connection with these matters have been listed below: Section of the Description of the compounding matter Penalty paid (in Companies Act, ₹ million) 2013 Matters involving our Company Section 135 Our Company was required to spend at least 2% of its average net profits on CSR 32.00 activities for Fiscals 2022, 2023 and 2024, aggregating to ₹ 140.67 million. In this regard, our Company filed an adjudication application under Section 454 of the Companies Act, 2013 with the RoC on November 20, 2024, stating that (i) our Company has fulfilled its CSR obligations for Fiscals 2022 and 2023; and (ii) for Fiscal 2024, the required funds have been deposited in a separate bank account, in compliance with Section 135(6) of the Companies Act, 2013. Subsequently, the RoC through its orders dated December 28, 2024, imposed penalties of ₹ 10.60 million each for Fiscals 2022 and 2023, and ₹ 10.80 million for 2024, on our Company and certain directors, which have been paid. Section 137(1) Our Company was required to file financial statements, including consolidated Nil financial statements, in the prescribed form AOC-4 CFS with the RoC within 30 days from the date of the AGM for Fiscals 2016, 2017 and 2018. In this regard, our Company filed an adjudication application under Section 454 of the Companies Act, 2013 with the RoC on December 19, 2024, stating that forms AOC-4 CFS for Fiscals 2016, 2017 and 2018 has been duly filed. 56Subsequently, the RoC through its order dated December 19, 2024, disposed of the matter. Section 117(1) Our Company failed to file a copy of certain resolutions for Fiscals 2015, 2016 0.89 and 2022, in the prescribed form MGT-14 with the RoC within 30 days of passing of the resolution. In this regard, our Company filed an adjudication application under Section 454 of the Companies Act, 2013 with the RoC on February 7, 2025, stating that the relevant forms MGT-14 have been duly filed. Subsequently, the RoC through its orders dated February 28, 2025, imposed a penalty of ₹ 0.30 million each for the non-compliances in Fiscal 2016 and Fiscal 2017, and ₹ 0.29 million for the non-compliances in Fiscal 2022, on our Company and certain directors, which have been paid. Section 42(6) Our Company had allotted secured redeemable optionally convertible debentures 8.00 on January 22, 2020, March 3, 2020, March 24, 2020, and May 13, 2020, and Equity Shares on May 31, 2021, to India Business Excellence Fund III, on a private placement basis. Our Company had kept the application moneys received in this regard in existing bank accounts maintained by our Company, in contravention of Section 42(6) of the Companies Act, 2013, which requires that subscription moneys received against applications be maintained in a separate bank account with a scheduled bank. In this regard, our Company filed adjudication applications dated May 8, 2025, and June 23, 2025, with the RoC. Subsequently, the RoC through its orders dated July 14, 2025, and July 15, 2025, imposed a penalty of ₹ 4.80 million for the non-compliances in Fiscal 2020 and ₹ 1.60 million each for the non-compliances in Fiscal 2021 and Fiscal 2022, on our Company and certain directors, which have been paid. Matters involving our Subsidiary, Bigtec Section 135 Bigtec was required to spend at least 2% of its average net profits on CSR 28.29 activities for Fiscals 2022, 2023 and 2024. In this regard, Bigtec filed an adjudication application dated February 3, 2025, with the Registrar of Companies, Karnataka at Bengaluru stating that (i) Bigtec has fulfilled its CSR obligations for Fiscals 2022 and 2023; and (ii) for Fiscal 2024, the required funds have been deposited in a separate bank account, in compliance with Section 135(6) of the Companies Act, 2013. Pursuant to orders dated March 26, 2025, passed by the Registrar of Companies, Karnataka at Bengaluru, penalties of ₹ 6.69 million for Fiscal 2022, and ₹ 10.80 million each for Fiscals 2023 and 2024 were imposed on Bigtec and certain of its directors, which have been paid. Section 185 Bigtec had provided advances in the nature of loans to certain of its associate and 2.00 subsidiary companies in Fiscal 2023, namely Bigtec Healthcare Private Limited, Remfuel Bioenergy Private Limited and Deciphar Life Sciences Private Limited, without passing the requisite shareholders’ resolution (which was thereafter passed on March 4, 2025, ratifying the grant of the loans). In this regard, a compounding application was filed by Bigtec on March 29, 2025, with the Registrar of Companies, Karnataka at Bengaluru. Pursuant to the interim order dated April 16, 2025, the Regional Director, Hyderabad, imposed a penalty of ₹ 2.00 million on Bigtec and certain of its directors, which have been paid. Subsequently, the Regional Director, Hyderabad, through a final order dated July 24, 2025, disposed of the matter. In connection with these loans, Bigtec Healthcare Private Limited, Remfuel Bioenergy Private Limited and Deciphar Life Sciences Private Limited have also filed compounding applications with the Registrar of Companies, Karnataka at Bengaluru on July 16, 2025, which remain outstanding. We cannot assure you that we will not be subject to any legal proceedings or actions, including from statutory authorities, in the future, in connection with such matters. Further, there can be no assurance that such lapses will not occur in the future, or that we will be able to rectify or mitigate such lapses in a timely manner or at all. 21. We have entered into related party transactions in the past and may continue to do so in the future, which may potentially involve conflicts of interest. We have entered into transactions with related parties in the past and from, time to time, we may enter into related 57party transactions in the future. While 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, we cannot assure you that we could not have achieved more favourable terms if such transactions had been entered into with unrelated parties. Further, it is likely that we may enter into additional related party transactions in the future. While all related party transactions that we may enter into post-listing, will be subject to Board or Shareholder approval, as necessary under the Companies Act, the SEBI Listing Regulations and other applicable laws, we cannot assure you that any future related party transactions that we may enter into, individually or in the aggregate, will not have an adverse effect on our business, financial condition, results of operations and future prospects. Any future related party transactions may potentially involve conflicts of interest, which may be detrimental to us and against the interest of prospective investors. In addition, we cannot assure you that relevant shareholders’ approval will be received for all material related party transactions and, accordingly, certain transactions which may be favourable to us may not be executed. The table below sets forth details of arithmetic aggregated absolute sum of all related party transactions and the percentage of such related party transactions to our revenue from operations in the years indicated: Fiscal 2025 Fiscal 2024 Fiscal 2023 Particulars (₹ million, except percentages) Absolute sum of profit and loss account 164.11 130.34 104.20 transactions with related parties* Revenue from operations 10,204.18 8,365.61 3,324.63 Absolute sum of profit and loss account 1.61% 1.56% 3.13% transactions with related parties, as a percentage of revenue from operations (%) * Sum of all debit and credit transactions. 22. Our ability to develop or adopt new technology to respond to market requirements poses a challenge in our business. The cost of developing or implementing new technologies for our operations could be significant and could adversely affect our business, results of operations, cash flows and financial condition. The molecular diagnostic industry is subject to significant technological changes, with constant introduction of new and enhanced products. (Source: 1Lattice Report) Our success will depend in part on our ability to develop or respond to technological advances and emerging standards and practices on a cost effective and timely basis. We cannot assure you that we will be able to successfully make timely and cost effective enhancements and additions to our technological infrastructure, keep up with technological improvements in order to meet our customers’ needs or that the technology developed by others will not render our products less competitive or attractive. The cost of implementing new technologies and R&D initiatives, and upgrading our manufacturing units and R&D infrastructure could be time-consuming and costly. Our failure to successfully adopt such technologies in a cost effective and a timely manner could increase our costs and lead to us being less competitive in terms of our prices or quality of products we sell. Further, implementation of new or upgraded technology may not be cost effective, which may adversely affect our business, results of operations, financial condition and cash flows. 23. If our products do not perform as expected or have any defects, the market acceptance of our products may decline, which in turn could have an adverse effect on our business, results of operations, financial condition, cash flows and reputation. Our success depends on our ability to provide reliable test kits that enable quality diagnostic testing with accuracy, ease of use, and short turnaround times. The levels of accuracy that we have demonstrated to date may not continue or be indicative of actual future performance. Our test kits use a number of complex and sophisticated biochemical processes such as extraction of nucleic acids which are highly sensitive to external factors, including human error. Any operational, technological or other failure in one of these complex processes or fluctuations in external variables may result in accuracy rates that are lower than we anticipate. For example, In Fiscal 2023, certain batches of our Truenat test kits for TB and HPV stored during the manufacturing process were exposed to humidity more than the acceptable range, due to breakdown of the air handling unit. As a precaution, our Company voluntarily recalled all batches associated with the affected lot. Further, over the last three fiscal years, there have been other instances arising from normal business operations in which certain test kits were replaced. While the aforesaid instances did not have any significant adverse impact on our business, results of operations, financial 58condition and cash flows, we cannot assure you such instances will not arise in the future. Although, this batch presented only negligible risk to the patient and the use of, or exposure to, a defective product was not likely to cause any adverse health consequences, we cannot assure you that there will not be any incidents of defective test kits in the future which may result in product liability claims, product recall and negative publicity. Further, our failure to meet the quality norms set by healthcare regulators in the future could have severe consequences. Non-compliance with these norms could result in sanctions, penalties, and, most critically, pose a risk to human lives. If our test kits do not perform, or are perceived to not have performed as expected, the demand for our products may decline and our business and reputation may be adversely affected. We may also be subject to legal claims arising from errors or inaccuracies in our products. While we have not encountered any legal claims related to product errors or inaccuracies in the last three Fiscals, we cannot assure you that such instances will not arise in the future. 24. We rely on distributors to supply our products to our customers, particularly government sector. Failure to establish and maintain relationships with distributors would adversely affect our business, financial condition and results of operations. We rely on distributors to supply our customers, particularly government sector. The table below sets forth details of our distributors from whom we generated revenue for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of distributors 114 115 104 The table below sets forth our revenue generated through our distributors in the years indicated: Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ million) Revenue from (₹ million) Revenue from (₹ million) Revenue from contracts with contracts with contracts with customers - customers - customers - Sale of products Sale of products Sale of - Finished - Finished products - Goods Goods Finished Goods 2,640.05 26.84% 2,318.84 28.44% 1,776.28 55.19% Establishing relationships with new distributors, maintaining relationships with existing distributors and replacing distributors may be difficult and time consuming. Any disruption of our distribution network, including our failure to renew distribution agreements on favourable terms or our failure to successfully negotiate contract disputes, could negatively affect our ability to effectively sell our products and could materially and adversely affect our business, financial condition and results of operations. While we have not experienced any disruption of our distribution network in the last three Fiscals which had an adverse impact on our operations, we cannot assure you that such instances will not arise in the future. Further, while there are no pending legal proceedings between us or any of our distributors as of the date of this Draft Red Herring Prospectus, we cannot assure you that such instances will not arise in the future. 25. We have recently invested in OptraScan INC and Chayagraphics (India) Private Limited, and acquired controlling stake in Prognosys Medical Systems Private Limited and Prognosys Healthcare (India) Private Limited and any failure to realize the anticipated benefits of these acquisitions or any future acquisitions that we may undertake may have an adverse effect on our business, results of operations, financial condition and cash flows. We have recently made investments and undertaken certain acquisitions which are as follows: • In January 2023, our Company entered into a share subscription cum shareholders agreement to acquire 22.11% of the paid-up equity share capital of Chayagraphics (India) Private Limited, on a fully diluted basis. • In March 2023, we acquired Prognosys Medical Systems Private Limited, in which we directly hold 59.41% and indirectly hold 6.06% of the equity share capital on a fully diluted basis as on the date of this Draft Red Herring Prospectus. 59• In July 2024, we acquired Prognosys Healthcare (India) Private Limited, in which we hold 54.54% of the equity share capital on a fully diluted basis as on the date of this Draft Red Herring Prospectus. • In October 2024, our Company entered into a stock purchase agreement to invest and hold 60.00% of the paid- up equity share capital of OptraScan INC. In November 2024, our Company completed the first tranche of its investment, acquiring a 19.68 % equity stake in OptraScan INC. For further information on material acquisitions undertaken by our Company in the last 10 years, see “History and Certain Corporate Matters – Details regarding material acquisition or divestment of business or undertakings, mergers, amalgamation, in the last 10 years” on page 218. The success of these acquisitions will depend, in part, on our ability to realize the anticipated growth opportunities and synergies from combining these businesses. Any failure to realize the anticipated benefits in a timely manner, or at all, could have an adverse effect on our business, results of operations, financial condition and cash flows. While we have not experienced any instances where we incurred any liabilities or faced operating issues with respect to the aforesaid entities post their acquisitions, we cannot assure you such instances will not arise in the future. We may also undertake similar acquisitions, investments, joint ventures or other strategic alliances to expand our business in the future. Such initiatives are complex and time-consuming and may expose us to unexpected costs and new operational, regulatory, market and geographic risks including: • our inability to achieve the operating synergies anticipated in the acquisitions; • possible cash flow interruption or loss of revenue as a result of transitional matters; • failure to comply with laws and regulations as well as industry or technical standards of the overseas markets into which we may expand; • retaining key senior management and key sales and marketing and research and development personnel, particularly those of the acquired operations; and • our inability to generate sufficient revenues to offset the costs and expenses of such acquisitions or strategic investment Any of these events could disrupt our ability to manage our business, which in turn could have an adverse effect on our financial condition, cash flows and results of operations. Further, any acquisition, investment, or strategic alliance is recorded in our financial statements at cost and subsequently tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Adverse operating results, under-performance against forecasted cash flows, deterioration in the business environment, regulatory changes or macro-economic volatility could trigger an impairment charge, leading to a non-cash write-down of goodwill or other intangible assets. Such an impairment could adversely affect our business, financial condition, results of operations and cash flows. For instance, based on our internal impairment assessment carried out during the year ended March 31, 2024, we had an impairment on intangible assets acquired through asset acquisition of ₹ 198.28 million in Fiscal 2024. This was pertaining to the impairment of the computer software and business intellectual property of our Subsidiary, Prognosys Healthcare (India) Private Limited. We also collaborate with various organizations to enhance our screening and diagnostics platform solutions. Through these strategic collaborations, we seek to provide accessible and effective diagnostic solutions to healthcare providers and patients and also strive to leverage these collaborations to expand our market reach and gain competitive advantages. We cannot assure you that we will be able to realize the full benefits of these collaborations. Any failure to realize the anticipated benefits in a timely manner, or at all, could have an adverse effect on our business, results of operations, financial condition and cash flows. 26. Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business, results of operations and cash flows. We have entered into financing arrangements with various lenders in the ordinary course of business for meeting 60our working capital and other business requirements. As of July 31, 2025 our total outstanding borrowings (on a consolidated basis) amounted to ₹ 2,316.80 million. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to generate sufficient cash flows to service such debt. Any additional indebtedness we incur may have significant consequences, including, requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the funds available for other purposes, including capital expenditure. Our financing arrangements include conditions that require us to obtain the respective lenders’ prior consent and provide intimation for carrying out certain activities and transactions including altering our capital structure, changing our shareholding pattern or management, making amendments to our constitutional documents or undertaking any amalgamation, merger or restructuring. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. As of the date of this Draft Red Herring Prospectus, we have received all consents and waivers required from our lenders, as applicable, and have made all necessary intimations to our lenders in connection with the Offer, as applicable. In terms of security, we are typically required to create a mortgage or charge over our current assets, movable and immovable properties. We may also be required to furnish additional security if required by our lenders. Additionally, these financing agreements also require us to maintain certain financial ratios such as current ratio, EBITDA margin, debt to net worth ration and debt to EBITDA ratio. While there has been no breach of such covenants in the last three Fiscals, we cannot assure you that such instances will not arise in the future. Further, our Company delayed in the repayment of principal and interest in relation to certain loans during the last three Fiscals, the details of which are as follows: Fiscal Details of Loan Amount Not Paid on Due Period of Delay Date (in ₹ million) 2025 Vehicle loan from Benz Financial Services India 1.74 1 day Private Limited 2025 Term loan from Tata Capital 28.13 1 day 2024 Vehicle loan from HDFC Bank 0.03 15 days 2023 Vehicle loan from HDFC Bank 0.03 13 days 2023 Vehicle loan from HDFC Bank 0.03 11 days 2023 Vehicle loan from HDFC Bank 0.03 1 day Further, while there have been no re-scheduling/ re-structuring in relation to borrowings availed by us from any financial institutions or banks in the last three Fiscals, we cannot assure you that such instances will not arise in the future. In addition, our cost and availability of funds may be dependent on our credit ratings. We have not received any credit ratings in the last three Fiscals. Credit ratings typically reflect, amongst other things, the rating agency’s opinion of the financial strength, operating performance, strategic position, and ability to meet obligations of a company. The non-availability of credit ratings may increase borrowing costs and constrain our access to capital and lending markets and, as a result, could adversely affect our business, financial condition, results of operations and cash flows. In addition, non-availability of credit ratings could increase the possibility of additional terms and conditions being added to any new or replacement financing arrangements. 27. We have significant working capital requirements. If we experience insufficient cash flows to fund our working capital requirements and if we are not able to provide collateral to obtain letters of credit and bank guarantees in sufficient quantities, there may be an adverse effect on our business, financial condition, results of operations and cash flows. Our business requires significant working capital, including to finance the purchase of raw materials and the development and manufacturing of products before payment is received from customers. The table below sets forth our working capital days and our trade payables turnover ratio for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Working capital loans (₹ in million) 1,057.54 1,486.70 1,055.57 Sanction Limit of working capital 3,070.50 2,335.50 1,060.50 available to be deployed (₹ in million) Working capital (₹ in million)* 4,881.67 4,803.98 3,538.76 61Working Capital Days** 173 187 N.A.# Trade Payables Turnover Ratio*** 4.74 5.47 N.A. # *Working capital is calculated as current assets less current liabilities. ** Working capital days is calculated as (Average working capital multiplied by 365) divided by revenue from operations. The average working capital is calculated as the aggregate of opening and closing balance of working capital divided by 2. *** Trade Payables Turnover Ratio is calculated as aggregate of purchases of raw material and components consumed, purchase of traded goods, other expenses, staff welfare expenses less Loss on account of foreign exchange fluctuation (net) and Impairment allowance / provision for doubtful debts and advances divided by average trade payables. The average trade payables is calculated as the aggregate of opening and closing balance of trade payables divided by 2. # N.A. – Not available since past comparative period is not disclosed in this Draft Red Herring Prospectus. Continued increases in our working capital requirements may have an adverse effect on our results of operations, cash flows and financial condition. If we decide to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and this may have a significant effect on our profitability and cash flows. We may also become subject to additional restrictive covenants in our financing agreements, which could limit our ability to access cash flows from operations, financial markets and undertake certain types of transactions. 28. Our Subsidiaries, Bigtec Private Limited, Prognosys Medical Systems Private Limited, Bigtec Healthcare Private Limited, Remfuel Bioenergy Private Limited, Prognosys Healthcare (India) Private Limited and Deciphar Life Sciences Private Limited, have incurred losses in the past and may incur losses in the future which could have an adverse effect on our business, financial condition, results of operations and cash flows. Our Subsidiaries, Bigtec Private Limited, Prognosys Medical Systems Private Limited, Bigtec Healthcare Private Limited, Remfuel Bioenergy Private Limited, Prognosys Healthcare (India) Private Limited and Deciphar Life Sciences Private Limited, have incurred losses in the past. The table sets forth details of profit/ (losses) after tax of certain of our Subsidiaries for the years indicated: Subsidiary Fiscal 2025 Fiscal 2024 Fiscal 2023 (₹ in million) Bigtec Private Limited 188.65 94.77 (113.72) Prognosys Medical Systems (45.17) (224.49) (1.28) Private Limited(1) Bigtec Healthcare Private 0.38 Nil (0.06) Limited Remfuel Bioenergy Private 0.68 Nil (0.06) Limited Prognosys Healthcare 1.60 (18.69) NA (India) Private Limited(2) Deciphar Life Sciences 8.89 Nil (0.06) Private Limited Note: The figures have been considered from the respective standalone financial statements before consolidation adjustments / eliminations. (1) During Fiscal 2023, we, directly and indirectly, acquired 65.47% shareholding in Prognosys Medical Systems Private Limited and the same is consolidated from the date of acquiring control. Since Prognosys Medical Systems Private Limited became our Subsidiary with effect from March 1, 2023, the profit/ (losses) after tax of ₹ (1.28) million in Fiscal 2023 mentioned above represents its profit/(losses) after tax for approximately one month. (2)During Fiscal 2024, we acquired 54.54% shareholding in Prognosys Healthcare (India) Private Limited and the same is consolidated from the date of acquiring control. Since Prognosys Healthcare (India) Private Limited became our Subsidiary with effect from July 26, 2023, the profit/ (losses) after tax of ₹ (18.69) million in Fiscal 2024 mentioned above represents its profit/(losses) after tax for approximately eight months. In the event our Subsidiaries incur losses in the future, our consolidated results of operations, cash flows and financial condition will be adversely affected. We may be required to fund the operations of our Subsidiaries in the future which could subject us to additional liabilities and could have an adverse effect on our profitability, results of operations, financial condition and cash flows. 29. Our Company, Subsidiaries, Promoters and Directors are involved in certain legal and regulatory proceedings including certain income tax surveys carried out by the income tax authorities. Any adverse 62decision in such proceedings may have an adverse effect on our business, financial condition, cash flows and results of operations. There are outstanding legal and regulatory proceedings involving our Company, our Subsidiaries, our Promoters, and our Directors which are pending at different levels of adjudication before various courts, tribunals and other authorities. The amounts claimed in these proceedings have been disclosed to the extent that such amounts are outstanding, ascertainable and quantifiable and include amounts claimed jointly and severally, as applicable. Any unfavourable decision in connection with such proceedings, individually or in the aggregate, could adversely affect our reputation, continuity of our management, business, cash flows, financial condition and results of operations. A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters, as on the date of this Draft Red Herring Prospectus, as disclosed in “Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations is provided below: Category of Criminal Tax Statutory or Disciplinary actions Material Aggregate individuals Proceedings Proceedings Regulatory by SEBI or Stock civil amount / entities Proceedings Exchanges against litigation involved* (₹ our Promoters in in million) the last five years, including outstanding action Company By our 2 Nil Nil N.A. Nil 4.43** Company Against our Nil 13 Nil N.A. Nil 403.37 Company Subsidiaries By our 2 Nil Nil N.A. Nil 184.46 Subsidiaries Against our Nil 9 Nil N.A. Nil 190.56 Subsidiaries Directors^ By the Nil Nil Nil N.A. Nil Nil Directors Against the Nil 1 Nil N.A. Nil 46.03 Directors Promoters^ By the Nil Nil Nil N.A. Nil Nil Promoters Against the Nil 1 Nil Nil Nil 46.03 Promoters * To the extent quantifiable. **The amount involved in the complaint dated July 24, 2024, filed by our Company, is $28,699.00, amounting to ₹ 2.41 million at an exchange rate of ₹ 84.00 as on June 20, 2024. ^Includes details of proceedings involving the Promoters who are also Directors. In particular, we have been subject to income tax surveys carried out by the income tax authorities for AY 2020- 21, 2021-22, 2022-23 and 2023-24, on the ground that certain transactions classified as expenses under our books of account are bogus in nature. While the relevant tax authority has raised a demand amounting to ₹ 52.21 million against our Company for AY 2023-24, we cannot assure you that we will not be subject to any additional liability or that similar proceedings will not be initiated against us for any other AY. For further details, see “Outstanding Litigation and Other Material Developments – Litigation proceedings involving our Company – Claims related to direct and indirect taxes” on page 403. Further, as on the date of this Draft Red Herring Prospectus, there are no (i) outstanding criminal proceedings or statutory or regulatory proceedings involving our Key Managerial Personnel and Senior Management, as on the date of this Draft Red Herring Prospectus, which are required to be disclosed in terms of the SEBI ICDR Regulations or (ii) outstanding litigation proceedings involving any of our Group Companies which will have a material impact on our Company. 63We cannot assure you that any of these matters will be settled in favour of our Company, our Subsidiaries, Promoters, and Directors or that no additional liability will arise out of these proceedings. An adverse outcome in any of these proceedings may have an adverse effect on our business, financial position, prospects, cash flows, results of operations and our reputation. For further information, see “Outstanding Litigation and Other Material Developments” on page 402. 30. There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of statutory dues by us in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows. We are required to pay certain statutory dues including employee provident fund contributions, employee state insurance contributions (“ESIC”), professional taxes, labour welfare fund, tax deducted at source (“TDS”).. The table below sets forth the details of the statutory dues paid by our Company and Subsidiaries in relation to our employees for the years indicated below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of Amount paid Number of Amount paid Number of Amount paid employees* (₹ million) employees* (₹ million) employees* (₹ million) Employee 1,095 46.75 850 33.45 786 22.31 Provident fund ESIC 80 1.37 326 2.68 423 2.78 Professional taxes 453 0.86 352 0.66 311 0.31 TDS (on salaries 181 120.58 126 74.16 104 55.51 for employees) TDS (other than N.A. 210.60 N.A. 134.44 N.A. 60.36 salaries for employees) Labour welfare 728 0.22 572 0.19 500 0.16 fund * The count of employees for respective statutory dues represents the count of employees for whom the Company and its subsidiaries have deducted the above dues as per the payroll register. Further, the table below sets out details of the delays in payments of statutory dues by our Company and Subsidiaries for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount delayed (₹ million) Employee Provident fund Nil 5.20 2.17 ESIC 0.93 1.01 1.48 Professional taxes 0.13 0.01 0.03 TDS (on salaries for 3.92 9.46 1.91 employees) TDS (other than salaries 4.45 3.69 7.78 for employees) Labour welfare fund 0.01 0.09 0.08 These delays in the remittance of statutory dues were primarily attributable to administrative hurdles, including a technical glitch on the payment portal, delayed employee registration with the relevant authorities, and internal bank-transfer authorisation. We have paid the aforesaid delayed amount along with the fines/ penalties for delays in payment of such statutory dues, wherever applicable. While we have taken measures to streamline the process of payment and data upload to avoid delays, we are also evaluating vendors for outsourcing the procedure of handling statutory compliance. We cannot assure you that we will not be subject to such penalties and fines in the future which may have a material adverse impact on our financial condition and cash flows. 31. Under-utilization of our manufacturing capacities over extended periods, or significant underutilization in the short term could increase our cost of production and our operating costs and adversely impact our business, growth prospects and future financial performance. Our capacity utilization fluctuates given the nature of business. Our customers typically place orders in bulk and at times we manufacture after receiving the purchase orders. This tends to make our sales and manufacturing cycle lumpy, thereby making it difficult to maintain constant capacity utilization. In order to be able to cater to a large 64order, we need to maintain a certain level of installed capacity to meet spurts in customer demands. Our historical capacity utilization rates are not indicative of future capacity utilization rates, which is dependent on various factors, including demand for our products, availability of raw materials, our ability to manage our inventory and implement our growth strategy of improving operational efficiency. The table below sets out our overall capacity utilization for the years indicated: Products Fiscal 2025 Fiscal 2024 Fiscal 2023 Capacity Utilisation (1) Truenat Device 58.89% 19.83% 36.06% Truenat Test Kits 43.03% 27.19% 13.55% Xray devices 19.23% 11.62% 6.73% *As certified by Multi Engineers Private Limited, an independent chartered engineer, by certificate dated August 22, 2025. (1) Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the installed capacity during such Fiscal. For further information, see “Our Business - Installed Capacity and Capacity Utilisation” on page 202. Underutilization of our manufacturing capacities over extended periods, or significant under-utilization in the short term, could increase could limit our ability to leverage our economies of scale, our cost of production and our operating costs which could have an adverse impact our business, growth prospects and future financial performance. 32. Our inability to effectively manage our growth or implement our growth strategies may have an adverse effect on our business, results of operations, financial condition and cash flows. Our growth strategies include (i) continuing to expand our suite of diagnostic solutions for multiple disease; (ii) expanding our geographical presence in India and across the globe, (iii) developing new POC platforms for other communicable and non-communicable diseases, and (iv) growing through strategic acquisitions and alliances and establishing a centre of excellence. For further information, see “Our Business – Our Strategies” on page 195. We cannot assure you that our future growth strategy will be successful or that we will be able to continue to expand further, or at the same rate. Our ability to manage our future growth will depend on our ability to continue to implement and improve operational, financial and management systems on a timely basis and to expand, train, motivate and manage our personnel. We cannot assure you that our personnel, systems, procedures and controls will be adequate to support our future growth. Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may adversely affect our growth prospects. Our inability to manage our business and implement our growth strategy could have an adverse effect on our business, results of operations, financial condition and cash flows. 33. We have capital expenditure requirements and may require additional capital and financing in the future and our operations could be curtailed if we are unable to obtain the required additional capital and financing when needed. We have incurred capital expenditure to expand and upgrade our existing manufacturing facilities. The following table sets forth details of our capital expenditure in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Capital expenditure* (₹ 857.48 143.63 204.63 million) Capital expenditure as a 8.40% 1.72% 6.15% percentage of revenue from operations (%) * Capital expenditure comprises additions of property, plant and equipment, other intangible assets and intangible assets under development and net additions of capital work-in-progress during the relevant fiscal. Our sources of additional capital required to meet our capital expenditure plans, may include the incurrence of debt or the issue of equity or debt securities or a combination of both. Further, our budgeted resources may prove insufficient to meet our requirements which could drain our internal accruals or compel us to raise additional capital. If we are required to raise additional funds through the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant effect on our profitability and cash flows and we may be subject to additional covenants, which could limit our ability to access cash flows from operations. We may also become subject to additional restrictive covenants in our financing agreements, which could limit our ability to 65access cash flows from operations and undertake certain types of transactions. Any issuance of equity, on the other hand, would result in a dilution of the shareholding of existing shareholders. If any of the foregoing were to occur, our business, results of operations, cash flows and financial condition could be adversely affected. 34. We are exposed to counterparty credit risk and any delay in receiving payments or non-receipt of payments may adversely impact our business, financial condition, cash flows and results of operations. We are subject to counterparty credit risk and any significant delay in receiving payments or non-receipt of payments from our customers may adversely impact our business, financial condition, cash flows and results of operations. Our operations involve extending credit to our customers in respect of sale of our products and consequently, we face the risk of the uncertainty regarding the receipt of these outstanding amounts. We cannot assure you that we will accurately assess the creditworthiness of our customers. The table below sets forth details of impairment allowance / provision for doubtful debts and advances and bad debts/ advances written off in the years indicated: Particular Fiscal 2025 2024 2023 Impairment allowance / provision for doubtful 151.40 339.58 5.71 debts and advances (₹ million) (A) Revenue from operations (₹ million) (B) 10,204.18 8,365.61 3,324.63 Impairment allowance / provision for doubtful 1.48% 4.06% 0.17% debts and advances as a percentage of revenue from operations (%) (C = A / B) Bad debts/ advances written off (₹ million) (D) 4.56 39.45 1.41 Bad debts/ advances written off as a percentage 0.04% 0.47% 0.04% of revenue from operation (%) (E = D / B) Impairment allowance/ provision for doubtful debts and advances had increased from ₹ 5.71 million in Fiscal 2023 to ₹ 339.58 million in Fiscal 2024 primarily on account of the increased volatility in delayed collection trend, as per expected credit loss (“ECL”) principles basis Ind AS 109 - Financial Instruments. The increased volatility of delayed collection has been observed primarily in collection from Government Customers and couple of distributors. Further, our bad debts / advances written off increased from ₹ 1.41 million in Fiscal 2023 to ₹ 39.45 million in Fiscal 2024 primarily due to writing off advances related to Prognosys Medical Systems Private Limited. In Fiscal 2023, Prognosys Medical Systems Private Limited was only consolidated for one month, but in Fiscal 2024, it was consolidated for the entire fiscal, leading to a higher amount of bad debts being recorded. The table below sets forth details of our credit cycle, as well as our trade receivables, in the corresponding years: Particular As at and for the year ended March 31, 2025 March 31, 2024 March 31, 2023 Average credit cycle (number of 125 134 N.A.** days)* Trade receivables (₹ million) 2,716.60 4,254.46 1,887.55 * Average credit cycle (number of days) is calculated as (average trade receivables multiplied by 365) divided by revenue from operations. The average trade receivables is calculated as the aggregate of opening and closing balance of trade receivables divided by 2. ** Not available since past comparative period is not disclosed in this Draft Red Herring Prospectus. While there have been no instances of material delay/non-receipt of payment in the last three Fiscals which had a material adverse impact on our business, results of operations, financial condition and cash flows, we cannot assure you that in the future we cannot assure you that such instances will not arise in the future. If our customers delay or default in making payments due to us, our profits margins and cash flows could be adversely affected. 35. We depend on our Promoters, Senior Management, Key Managerial Personnel and other employees (including qualified and skilled personnel with technical expertise), and if we are unable to recruit and retain such personnel, our business, results of operations, financial condition and cash flows may be adversely affected. 66We are led by our Promoter, Executive Director and Chief Executive Officer, Sriram Natarajan who has 35 years of experience in the developing, manufacturing and marketing of diagnostic devices and kits, in domestic and international markets, to both private and public sector enterprises and our Promoter, Executive Director and Chief Technical Officer, Chandrasekhar Bhaskaran Nair has 33 years of experience in translational research and development, leading multidisciplinary teams to develop various products. In addition, our Senior Management and Key Managerial Personnel have significant experience in operations and has contributed to the growth of our business. For further details, see “Our Management” on page 228. Our future performance would depend on the continued service of our Promoters, Senior Management, Key Managerial Personnel and qualified scientists, engineers and other research and development personnel, and the loss of any senior employee and the inability to find an adequate replacement may impair our relationship with key customers and our level of technical expertise, which may adversely affect our business, cash flows, financial condition, results of operations and prospects. For changes in our Senior Management or Key Managerial Personnel in the last three years, see “Our Management - Changes in the Key Managerial Personnel or the Senior Management in last three years” on page 248. While there has been no instance in the last three Fiscals where the resignation of any Senior Management or Key Managerial Personnel had an adverse impact on our business, results of operations, cash flows or financial conditions, we cannot assure you that such instances will not arise in the future. As on date, our Company does not have a business succession policy in place, and there can be no assurance that we will be able to effectively formulate or implement appropriate succession plans in the future. Any loss of members of our senior management team or key personnel could significantly delay or prevent the achievement of our business objectives, affect our succession planning and could harm our business and customer relationships. Our future success, amongst other factors, will depend upon our ability to continue to attract, train and retain scientists, engineers and experienced regulatory and quality experts, and there are a limited number of persons with the requisite knowledge of the healthcare and life sciences industry and relevant experience. The market for qualified professionals is competitive and we may not continue to be successful in our efforts to attract and retain qualified people. The specialised skills we require in our industry are difficult and time-consuming to acquire and, as a result, are in short supply. Our inability to hire, train and retain a sufficient number of qualified personnel could delay our ability to bring new products to the market and impair the success of our operations. This could have an adverse effect on our business, financial conditions, cash flows and results of operations. We may need to increase compensation and other benefits in order to attract and retain personnel in the future, which may adversely affect our business, financial conditions, cash flows and results of operations. The table below sets forth the attrition rate of our permanent employees in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of Employees Exited 149 178 115 Attrition Rate* 16.45% 22.18% 16.90% * Attrition rate is calculated as the total number of permanent employees who exited within the relevant year divided by the average total number of Permanent employees as of the beginning and end of the relevant year. For further details regarding the employees, see “Our Business – Human Resources” on page 207. 36. Some of our corporate records, including forms filed with the Registrar of Companies, are not traceable. Certain of our Company’s corporate records and form filings are not traceable. These form filings include the Form 1 and Form 18 in respect of incorporation of our Company, and Form 32 in respect of the initial appointment of Sriram Natarajan as an Executive Director of our Company on October 20, 2000. While we have conducted searches of our records at our Company’s offices, on the MCA portal maintained by the Ministry of Corporate Affairs (“MCA Portal”), we have not been able to trace the aforementioned form filings in the records maintained by the Company or on the MCA Portal. In this regard, we have also relied on the search report dated August 22, 2025, prepared by Rakesh Hulihalli and Associates, an independent practicing company secretary, which was prepared basis their physical search of the documents available at the Registered and Corporate Office of the Company and search of the information and records available on the MCA Portal or in the physical records available at the RoC. We have also approached the Registrar of Companies through our email dated August 22, 2025, highlighting the missing form filings. Accordingly, we have placed reliance on other corporate records, such as the original Articles of Association of the Company, and the minutes of the first Board meeting, for disclosure made in the section “Our Management” on page 228. We cannot assure you that, in the future, we will not be subject to any action by any regulatory or statutory authority in relation to such untraceable records. 67Although no legal proceedings or regulatory actions have been initiated or are pending against us, nor do we currently believe that any such legal proceeding or regulatory action may be initiated, in relation to such untraceable secretarial and other corporate records and documents, any such proceedings that we may subject to in the future may affect our reputation, financial condition, cash flows and results of operations. 37. Our Statutory Auditors’ audit reports on our audited consolidated financial statements for Fiscals 2025, 2024 and 2023 includes emphasis of matter paragraph, modifications for certain matters specified in the report on other legal and regulatory requirements and certain qualifications under the reporting requirements under the Companies (Auditor's Report) Order, 2020 and Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended). We cannot assure you that auditors’ reports for any future fiscal periods will not contain such emphasis of matter, modifications, qualifications and observations. There are no audit qualification in the audit reports on our audited consolidated financial statements for Fiscals 2025, 2024 and 2023, which requires any corrective adjustment in the Restated Financial Information. However, our audit reports on the audited consolidated financial statements (i) for Fiscals 2024 and 2023 include emphasis of matters paragraph; and (ii) for Fiscals 2025, 2024 and 2023 include modifications for certain matters specified in the report on other legal and regulatory requirements and certain qualifications under the reporting requirements under the Companies (Auditor’s Report) Order, 2020 and Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), which do not require any corrective adjustment in the Restated Financial Information. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Certain Auditor Observations” on page 390. We have undertaken certain measures such as implementing SAP S4 HANA in March 2023 to record operational and financial data through this enterprise resource planning software. Thereafter, we continued to implement measures to strengthen our internal financial controls and processes so as to further strengthen our financial reporting measures. We undertook extensive and frequent physical verification of inventory and fixed assets, strengthened process to fulfil our statutory obligations and make required filings within prescribed timelines, documented financial as well as operational risks and prepared risk mitigation plans. We cannot assure you that the auditors’ reports for any future fiscal periods will not contain such observations, remarks, qualifications or modifications which could subject us to additional liabilities due to which our reputation and financial condition may be adversely affected. 38. Any disruption to the steady and regular supply of workforce for our operations, including due to strikes, work stoppages or increased wage demands by our workforce or any other kind of disputes with our workforce or our inability to control the composition and cost of our workforce could adversely affect our business, cash flows and results of operations. As of March 31, 2025, we had 1,000 permanent employees. Work stoppages due to strikes or other events could result in slowdowns or closures of our operations which could have an adverse effect on our business, financial condition, results of operations and cash flows. We are also subject to laws and regulations governing various aspects of our relationship with our employees, encompassing minimum wages, working hours, working conditions, hiring and termination practices, and work permit authorization. For further details, see “Key Regulations and Policies” on page 210. Our employees are not unionised into any labour or workers’ unions. While there has been no instance in the last three Fiscals where we experienced work stoppages due to strikes or labour unrest that resulted in closure of our operations, we cannot assure you that such instances will not arise in the future. Our Company also appoints independent contractors who in turn engage on-site contract labour for performance of certain of our ancillary operations. As on March 31, 2025, we had 1,511 contract labourers. Although we do not engage these labourers directly, it is possible under Indian law that we may be held responsible for wage payments to labourers engaged by contractors should the contractors default on wage payments. Any requirement to fund such payments may adversely affect our business, financial conditions, cash flows and results of operations. Furthermore, if any litigation is initiated under the Contract Labour (Regulation and Abolition) Act, 1970, a court or any other regulatory authority may direct us to absorb some of the contract labourers as our employees, and any such order could affect our business, results of operations, financial condition and cash flows. 39. Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which may impact on our financial condition, cash flows and results in operations. We maintain insurance cover for our properties, including protection from fire and burglary. We also maintain a public liability act policy to cover product liability risk, workmen compensation policy, and group personal accident insurance policy and group health insurance policy for our employees. For further information on the 68insurance policies availed by us, see “Our Business – Insurance” on page 208. We could face liabilities or otherwise suffer losses should any unforeseen incident such as fire, flood, and accidents in the regions or areas where our manufacturing facilities or corporate offices are located. Notwithstanding the insurance coverage that we carry, we may not be fully insured against certain types of risks. We cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part, on time, or at all. 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 costs or at all. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, our business, cash flows, financial condition and results of operations could be adversely affected. Any damage suffered by us in excess of such limited coverage amounts, or in respect of uninsured events, not covered by such insurance policies will have to be borne by us. While we have not experienced any instance where we incurred losses exceeding our insurance coverage in the last three Fiscals, we cannot assure you that such instances will not arise in the future. The table sets forth below details of total losses suffered and the corresponding insurance amount received in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total losses suffered Nil 0.52(1) Nil Insurance amount received Nil 0.39 Nil (1) These losses relate to damage sustained by our solar modules and solar cells installed at our manufacturing facility situated at Visakhapatnam, Andhra Pradesh on account of natural disasters. The following table sets forth details of insurance coverage as on March 31, 2023, March 31, 2024 and March 31, 2025: As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Book value of assets* (in ₹ million) 6,343.61 4,846.64 5,248.01 Insurance Coverage (in ₹ million) 5,984.95 4,752.66 5,174.32 Percentage of insurance coverage to book 94.35% 98.06% 98.60% value of assets (in %) * Includes Property Plant and Equipment (excluding freehold land), Capital work-in-progress, Inventories and Cash on Hand. 40. Exchange rate fluctuations may adversely affect our business, financial conditions, cash flows and results of operations. Our financial statements are presented in Indian Rupees. Our foreign currency exposures, exchange rate fluctuations between the Indian Rupee and foreign currencies, may have an impact on our results of operations, cash flows and financial condition. The table below sets forth details of our foreign currency exposure as of the dates indicated: Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ million) revenue from (₹ million) revenue from (₹ million) revenue from operations operations operations Financial Assets 236.80 2.32% 45.25 0.54% 109.48 3.29% Financial 502.42 4.92% 218.18 2.61% 238.04 7.16% Liabilities We do not have a hedging policy. Failure to hedge effectively against exchange rate fluctuations may adversely affect our business operations, financial conditions, results of operations and cash flows. While we have not experienced any instance in the last three Fiscals wherein our failure of hedging foreign exchange risks had a material adverse impact on our results of operations, financial condition and cash flows, we cannot assure you that such instances will not arise in the future. 6941. We have certain contingent liabilities that have been disclosed in our financial statements, which if they materialize, may adversely affect our business, results of operations, cash flows and financial condition. As of March 31, 2025, our contingent liabilities as per Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets” that have been derived from our Restated Financial Information, were as follows: (in ₹ million) S. No. Particulars As at March 31, 2025 1. Bank guarantees given by the Group 516.54 2. M atter relating to direct taxes under dispute 266.06 3. Matter relating to indirect taxes under dispute 323.52 1. Certain demands from the income tax authorities were set off against the brought forward business loss and depreciation of previous years which has not been disclosed above. 2. The amounts under disputes is as per the demands from the respective authorities for the respective periods and has not been adjusted to include further interest, penalty leviable, if any, at the time of final outcome of the appeals. 3. The Supreme court of India in the month of February 2019 had passed a judgement relating to definition of wages under the Provident Fund Act, 1952. The Management is of the view that there are interpretative challenges on the application of the judgement retrospectively. In the absence of reliable measurement of the provision for earlier periods, the Group has made a provision for provident fund contribution pursuant to the judgement only from the date of Supreme Court Order. The Group will evaluate its position and update its provision, if required, on receiving further clarity on the subject. The Group does not expect any material impact of the same. 4. The Parent Company has received objections on certain trade mark applications on relative grounds of refusal under Section 11 of the Trade Mark Act, 1999 because the same/similar trade mark(s) is/are already on record of the register for the same or similar goods/services. The management of the Parent Company is in the process of filling necessary replies and is confident of the outcome of the aforementioned trade mark applications to be favourable and accordingly no adjustments have been made in the Restated Financial Information in this regard. 5. The subsidiary company, Bigtec Private Limited has obtained registration under The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952 and is regularising the delay in remittance with the authorities and do not expect any material financial impact in this regard and accordingly no adjustments have been made in the Restated Financial Information in this regard. 6. A survey under Section 133A of the Income-tax Act , 1961 (“IT Act”), was carried out at the premises of the Parent Company and a subsidiary of the Parent Company, Bigtec Private Limited, by the Income Tax authorities on March 11, 2024, followed by search closure visits on various dates during the year ended March 31, 2024 to check the compliance with the provisions of the IT Act. The income tax department has subsequently sought certain information / clarifications, which have been provided by being physically present in such meetings held. Management believes that the Parent Company has complied with all the applicable provisions of the IT Act with respect to its operations. Further, during the year ended March 31, 2024, the Parent Company has paid an amount of ₹ 37.50 Million in connection with the survey which has been classified under Non-current tax assets (net). For the AY 23-24, the department has made addition of ₹ 83.28 Million and has raised demand of ₹ 52.21 Million plus interest and penalty, as applicable, vide assessment order u/s 143(3) of the Act dated March 18, 2025. In response to the same, the Parent Company has made appeal to the Joint Commissioner (Appeals) and is confident of favourable outcome. For the AY 20- 21 to 22-23, the final demand notices has not been received by the Parent Company. 7. The Parent Company and Bigtec Private Limited, a subsidiary of the Parent Company, was not in compliance with the requirements of the Section 135 of the Companies Act, 2013 as at March 31, 2024 and March 31, 2023. During the year ended March 31, 2025, the Parent Company and Bigtec Private Limited, made suo-moto application with Registrar of Companies for intimation and adjudication of non compliance of Section 135 of the Companies Act,2013 for the financial years 2021-22, 2022- 23 and 2023-24 basis which an order for adjudication was passed by Registrar of Companies imposing penalty on such non- compliances, which was paid by the Parent Company and Bigtec Private Limited respectively during the year. 8. Bigtec Private Limited was not in compliance with the requirements of the Section 185 of the Companies Act, 2013 in the earlier years towards loans and advances granted by Bigtec Private Limited. Bigtec Private Limited has filed compounding application before Registrar of Companies, Karnataka for the non-compliance of section 185 of the Companies Act, 2013 and has made adequate provision for penalty amount during the year ended March 31, 2025. Subsequent to year end, interim order is passed by Regional Director, Hyderabad, Ministry of Corporate affairs based on which the Company has paid the penalty amount. 9. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections of the Code came into effect on May 03, 2023. However, the final rules / interpretation have not yet been issued. Based on a preliminary assessment, the Group believes the impact of the change will not be significant. The following table sets forth our capital commitments for the years indicated: Particulars As of March 31, 2025 2024 2023 (₹ million) Estimated amount of contracts remaining to be executed on 146.69 107.31 9.90 capital account not provided for, net of advances 70If a significant portion of these liabilities materialize, it could have an adverse effect on our business, cash flows, financial condition and results of operations. We cannot assure you that we will not incur similar or increased levels of contingent liabilities in the current Fiscal or in the future and that our existing contingent liabilities will not have material adverse effects on our business, financial condition and results of operations. For further information of contingent liability as at March 31, 2025 as per Ind AS 37, see “Restated Financial Statements – Note 35. Contingent liabilities” on page 339. 42. We are dependent on third parties for the transportation of our products to distributors or directly to end customers. Any failure by or loss of a third-party transport service provider could result in delays and increased costs, which may adversely affect our business, financial condition, results of operations and cash flows. We rely on third parties for the transportation services for the timely delivery of our products to our distributors and end customers located in India and other countries. The following table sets forth the freight expenses incurred as a percentage of our total expenses and revenue from operations in the years indicated: Particular For the Year Ended March 31, 2025 2024 2023 Freight expenses (₹ million) (A) 142.88 88.84 61.95 Revenue from operations (₹ million) (B) 10,204.18 8,365.61 3,324.63 Freight expenses as a percentage of revenue from 1.40% 1.06% 1.86% operations (%) (C = A/B) Total expenses (₹ million) (D) 8,204.06 6,578.34 3,278.71 Freight expenses as a percentage of total 1.74% 1.35% 1.89% expenses (%) (E = A/D) We use different modes of transportation, including road and air for our domestic and overseas operations. We engage freight forwarders and service providers as needed to support our transportation requirements. In the event that these third party logistic service providers are unable to provide services for our operations for reasons which are beyond our control and we are unable to secure alternate transport arrangements in a timely manner and at an acceptable cost, or at all, our business, cash flows, financial condition, results of operations and reputation may be adversely affected. Disruptions of transportation services because of natural disasters, pandemics, mass protests, civil unrest, strikes, lockouts or other events may affect our delivery schedules and impair our supply to our customers. While we have not experienced any such disruptions that affected our delivery scheduled and impaired our supply to our customers in the last three Fiscals, we cannot assure you that such instance will not arise in the future. 43. Technology failures could disrupt our operations and adversely affect our business operations and financial performance. IT systems are critical to our ability to manage our manufacturing process, inventory management, financial management, data handling and supply chain management, to maximize efficiencies and optimize costs. Our IT systems enable us to coordinate our operations, from automated manufacturing to logistics and transport, invoicing, customer relationship management and decision support. While there has been no instance in the last three Fiscals where we experienced technology failure which had an adverse impact on our business operations, we cannot assure you that such instances will not arise in the future. If we do not allocate and effectively manage the resources necessary to implement and sustain the proper IT infrastructure, we could be subject to transaction errors and processing inefficiencies. Challenges relating to the revamping or implementation of new IT structures can also subject us to certain errors, inefficiencies, disruptions and, in some instances, loss of consumers. Our IT systems and the systems of our third party IT service providers may also be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. 44. Cyber threats and non-compliance with and changes in privacy laws and regulations may have an adverse effect on our business, results of operations and financial condition and cash flows. We may face cyber threats such as (i) phishing and trojans, wherein fraudsters send unsolicited mails to the various parties seeking account sensitive information or to infect their systems to search and attempt ex-filtration of 71account sensitive information; (ii) hacking – wherein attackers seek to hack into our website and portal with the primary intention of causing reputational damage to us by disrupting services; (iii) data theft – wherein cyber criminals may attempt to intrude into our network with the intention of stealing our data or information; and (iv) advanced persistent threat – a network attack in which an unauthorized person gains access to our network and remains undetected for a long period of time with an intention to steal our data or information rather than to cause damage to our network or organization. We have not experienced any incidents of phishing, trojans, hacking, data theft, or advanced persistent threats have compromised our data or disrupted our services in the last three Fiscals, we cannot assure you that such instances will not arise in the future. We continue to implement robust cybersecurity measures to safeguard against these threats and protect our network and information. Further, we process and transfer data, including personal information and other confidential data provided to us by constituents. Although we maintain systems and procedures to prevent unauthorized access and other security breaches, it is possible that unauthorized individuals could improperly access our systems, or improperly obtain or disclose sensitive data that we process or handle. Data security breaches could lead to the loss of intellectual property or may lead to the public exposure of personal information (including sensitive financial and personal information) of constituents. Any such security breaches or compromises of technology systems may result in damage. 45. Information relating to our annual installed capacity and the historical capacity utilization of our products included in this Draft Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary. The information relating to the annual installed capacity and capacity utilisation of our products included in this Draft Red Herring Prospectus are based on various assumptions and estimates of our management that have been taken into account by the independent chartered engineer, Multi Engineers Private Limited, in the calculation of our capacity. These assumptions and estimates include standard capacity calculation practice in the medical device industry and capacity of other ancillary equipment installed at the relevant manufacturing facility. Assumptions and estimates taken into account for measuring the annual installed capacity include 300 working days in a year at 3 shifts per day operating for 8 hours a day. Installed capacity is calculated differently in different countries, industries and for the kinds of products we manufacture. Undue reliance should therefore not be placed on our capacity information or historical capacity utilization information for our existing facilities included in this Draft Red Herring Prospectus. For information regarding capacity of our manufacturing facilities, see “Our Business Installed Capacity and Capacity Utilisation” on page 202. 46. Our Promoters and members of our Promoter Group will continue to hold a significant equity stake in our Company after the Offer and their interests may differ from those of the other shareholders. As on the date of this Draft Red Herring Prospectus, our Promoters and members of the Promoter Group collectively held 46.65% of the paid-up equity share capital of our Company on a fully diluted basis. For further information on their shareholding pre and post-Offer, see “Capital Structure” on page 102. After the completion of the Offer, our Promoters along with the members of Promoter Group will continue to collectively hold significant shareholding in our Company and will continue to exercise significant influence over our business policies and affairs and all matters requiring Shareholders’ approval, including the composition of our Board, the adoption of amendments to our certificate of incorporation, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for dividends, lending, investments and capital expenditure or any other matter requiring special resolution. This concentration of ownership also may delay, defer or even prevent a change in control of our Company and may make some transactions more difficult or impossible without the support of these stockholders. The interests of the Promoters as our controlling shareholders could conflict with our interests or the interests of our other shareholders. We cannot assure you that the Promoters will act to resolve any conflicts of interest in our favour and any such conflict may adversely affect our ability to execute our business strategy or to operate our business. For further information in relation to the interests of our Promoters in the Company, see “Our Promoters and Promoter Group” and “Our Management” on pages 251 and 228, respectively. 47. Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks. We have availed the services of an independent third-party research agency, Lattice Technologies Private Limited, 72appointed by our Company pursuant to an engagement letter dated July 19, 2024, to prepare an industry report titled “Molecular Diagnostics Industry Report” dated August 22, 2025, for purposes of inclusion of such information in this Draft Red Herring Prospectus to understand the industry in which we operate. Our Company, our Promoters, and our Directors are not related to Lattice Technologies Private Limited. This 1Lattice Report has been commissioned by our Company exclusively in connection with the Offer for a fee. This 1Lattice Report is subject to various limitations and based upon certain assumptions that are subjective in nature. Further the commissioned report is not a recommendation to invest or divest in our Company. Prospective investors are advised not to unduly rely on the commissioned report or extracts thereof as included in this Draft Red Herring Prospectus, when making their investment decisions. 48. Our Promoters (certain of whom are also Directors) hold Equity Shares in our Company and may be interested in our Company’s performance in addition to any remuneration and reimbursement of expenses payable to them. Our Promoters (certain of whom are also Directors, Key Managerial Personnel and members of our Senior Management) are interested in our Company, in addition to regular remuneration or benefits and reimbursement of expenses payable to them by our Company or Subsidiaries, as applicable, to the extent of their shareholding or the shareholding of their relatives or the entities in which they are interested in, including as partners, in our Company, as well as any dividends payable in respect of such shareholding. The table below sets forth the details of the shareholding of our Promoters, as applicable: Percentage of total pre-Offer paid up Equity Names Share capital Promoters* Chandrasekhar Bhaskaran Nair** 5.42% Exxora Trading LLP 41.23% * Except for Dr. Chandrasekhar Bhaskaran Nair (who jointly holds Equity Shares with Anita Angela Chandrasekhar) and Exxora Trading LLP, none of our other Promoters hold Equity Shares in our Company. However, our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP. ** Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. For details of the remuneration drawn by Sriram Natarajan, Chandrasekhar Bhaskaran Nair, Sangeetha Sriram and Shiva Sriram from our Company and / or Subsidiaries, as applicable, see “Our Management - Payments or benefits to our Directors”, “Our Management - Remuneration paid or payable to our Directors by our Subsidiaries or Associates” and “Our Management – Senior Management” on pages 232, 233 and 246, respectively. For further details of the interests of our Directors in our Company, see “Our Management – Interest of Directors” on page 233. As such, we cannot assure you that our Promoters, Directors, Key Managerial Personnel and Senior Management, to the extent they are interested in our Company, other than in terms of remunerations and reimbursement of expenses, will exercise their rights as Shareholders or act to the benefit and best interest of our Company. In addition, for details of the transactions entered into by our Company with our Promoters and Directors, see “Other Financial Information – Related Party Transactions”, “Our Management – Interest of Directors” and “Our Promoters and Promoter Group – Interests of Promoters” on pages 359, 233 and 253, respectively. While all such transactions have been conducted on an arm’s length basis, we cannot assure that we would not have obtained more favourable terms had such transactions been entered into unrelated parties. 49. Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA, EBITDA Margin, EBITDA Pre R&D, EBITDA Pre R&D Margin, Restated Profit / (loss) for the year Margin, Return on Net worth, Return on Equity, EBIT, Capital Employed, Return on Capital Employed and Net Asset Value per equity share have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable. Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA, EBITDA Margin, EBITDA Pre R&D, EBITDA Pre R&D Margin, Restated Profit / (loss) for the year Margin, Return on Net worth, Return on Equity, EBIT, Capital Employed, Return on Capital Employed and Net Asset Value per equity share have been included in this Draft Red Herring Prospectus. We compute and disclose such non-GAAP financial measures and such other statistical information relating to 73our operations and financial performance as we consider such information to be useful measures of our business and financial performance. These Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years 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. In addition, these 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 its usefulness as a comparative measure. These non-GAAP financial measures and other 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 statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. 50. The average cost of acquisition of Equity Shares for our Selling Shareholders may be lower than the Offer Price. The average cost of acquisition of Equity Shares for our Selling Shareholders may be lower than the Offer Price. For more details regarding weighted average cost of acquisition of Equity Shares by our Selling Shareholders and build-up of Equity Shares by our Selling Shareholders in our Company, see “Summary of the Offer Document – Average Cost of acquisition of Equity Shares by our Promoters and Selling Shareholders” on page 42. 51. Our manufacturing facilities, R&D unit and Registered and Corporate Office are not located on land owned by us and we have only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, results of operations, financial condition and cash flows may be adversely affected. Our Registered and Corporate Office is located at Plot No. L-46, Phase II-D, Verna Industrial Area, Verna, Salcete, South Goa - 403 722, Goa, India, which is held by us on a leasehold basis and the lease agreement is valid till September 3, 2048. The table below provides information of our manufacturing facilities and R&D unit which are not located on land owned by our Company and our Subsidiaries: Manufacturing Facility and R&D Unit Nature of Right/ Title Location Goa Unit I – Verna, Goa On lease, from January 9, 2019 and expiring on September 3, 2048. It has been leased by Goa Industrial Development Corporation to our Company. Goa Unit II – Verna, Goa On a 30 year lease from September 18, 2020 to September 7, 2050. It has been leased by Goa Industrial Development Corporation to our Company. Visakhapatnam Unit – Visakhapatnam, Andhra On a 99 year lease from June 1, 2020. It has been leased by Andhra Pradesh Pradesh Medtech Zone Limited to our Company Bangalore Unit – Peenya, Bengaluru, Karnataka On a 2 years and 6 months lease from June 1, 2024. It has been leased by Triveni M.P to our Company. R&D Unit –Bengaluru, Karnataka On lease, from October 1, 2020 and expiring on September 30, 2025. It has been leased by Sumangala Properties to Bigtec Private Limited PMS Unit – Machohalli, Bengaluru, Karnataka On lease, from May 15, 2022 expiring on May 15, 2027. It has been leased by Bindu Agro Products to Prognosys Medical Systems Private Limited. For more information, see “Our Business – Properties” on page 208. We cannot assure you that we will be able to renew our leases on commercially acceptable terms or at all. In the event that we are required to vacate our current premises, we would be required to make alternative arrangements and we cannot assure that the new arrangements will be on commercially acceptable terms. If we are required to relocate our business operations, we may suffer a disruption in our operations or have to pay increased charges, which could have an adverse effect on our business, results of operations, financial condition and cash flows. If we are unable to renew these leases or relocate on commercially suitable terms, it may have an adverse effect on our business, results of operation, financial condition and cash flows. 74External Risk Factors 52. Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of our financing arrangements. Any dividends to be declared and paid in the future are required to be recommended by our Company’s Board of Directors and approved by its Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act. Our Company’s ability to pay dividends in the future will depend upon our future results of operations, financial condition, profit after tax available for distribution, cash flows, sufficient profitability, working capital requirements and capital expenditure requirements. We cannot assure you that we will generate sufficient revenues to cover our operating expenses and, as such, pay dividends to our Company’s shareholders in future consistent with our past practices, or at all. Additionally, in the future, we may be restricted by the terms of our financing agreements in making dividend payments unless otherwise agreed with our lenders. We have not declared any dividends on the Equity Shares during the last three Fiscals and from April 1, 2024, until the date of this Draft Red Herring Prospectus. For information pertaining to dividend policy, see “Dividend Policy” on page 256. 53. The determination of the Price Band is based on various factors and assumptions and the Offer Price, enterprise value to EBITDA, price to earnings ratio and market capitalization to revenue multiple based on the Offer Price of our Company, may not be indicative of the market price of the Company on listing or thereafter. Our revenue from operations for Fiscal 2025 was ₹ 10,204.18 million, and our restated profit/(loss) for Fiscal 2025 was ₹ 1,385.79 million, respectively. The table below provides details of our enterprise value to EBITDA ratio, price to earnings ratio and market capitalization to revenue from operations for Fiscal 2025: Ratio vis-à-vis Floor Price Ratio vis-à-vis Cap Price Particulars (In multiples, unless otherwise specified) Enterprise value to EBITDA [●] [●] Market capitalization to revenue from [●] [●] operations Price-to-earnings ratio [●] [●] *To be populated at Prospectus stage. 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. The relevant financial parameters based on which the Price Band will be determined shall be disclosed in the advertisement that will be issued for the publication of the Price Band. Further, 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 “Basis for the Offer Price” on page 134 and the Offer Price, multiples and ratios may not be indicative of the market price of the Company on listing or thereafter. Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Stock Exchanges may not develop or be sustained after the Offer. Listing 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 medical device industry we operate in, developments relating to India, announcements by third parties or government entities of significant claims or proceedings against us, 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, 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. Further, 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. 7554. Changing laws, rules and regulations in India could lead to new compliance requirements that are uncertain. Our business, financial performance, cash flow and results of operations could be adversely affected by unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations applicable to us and our business. Our business, cash flows, results of operations and prospects may be adversely impacted, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. The regulatory and policy environment in which we operate are evolving and are subject to change. The GoI may implement new laws or other regulations and policies that could affect our business in general, which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the Government and other regulatory bodies, or impose onerous requirements. We are subject to laws and government regulations, including in relation to safety, health, environmental protection and labour. These laws and regulations impose controls on air and water discharge, employee exposure to hazardous substances and other aspects of our manufacturing operations. Further, laws and regulations may limit the amount of hazardous and pollutant discharge that our manufacturing facilities may release into the air and water. The discharge of materials that hazardous into the air, soil or water beyond these limits may cause us to be liable to regulatory bodies or third parties. Any of the foregoing could subject us to litigation, which could lower our profits in the event we were found liable and could also adversely affect our reputation. Additionally, the government or the relevant regulatory bodies may require us to shut down our manufacturing facilities, which in turn could lead to product shortages that delay or prevent us from fulfilling our obligations to customers. For instance, the GoI has recently introduced the Code on Social Security, 2020 (“Social Security Code”); the Occupational Safety, Health and Working Conditions Code, 2020; the Industrial Relations Code, 2020 and the Code on Wages, 2019, which consolidate, subsume and replace numerous existing central labour legislations (collectively, the “Labour Codes”). Certain portions of the Code on Wages, 2019, have come into force upon notification by the Ministry of Labour and Employment. The remainder of these codes shall come into force on the day that the Government shall notify for this purpose. Different dates may also be appointed for the coming into force of different provisions of the Labour Codes. While the rules for implementation under these codes have not been notified, we are yet to determine the impact of all or some such laws on our business and operations which may restrict our ability to grow our business in the future and increase our expenses. For instance, the Social Security Code provides that where an employee receives more than half (or such other percentage as may be notified by the Central Government) of their total remuneration in the form of allowances and other amounts that are not included within the definition of wages under the Social Security Code, the excess amount received shall be deemed as remuneration and accordingly be added to wages for the purposes of the Social Security Code. Additionally, the Code on Wages, 2019, prescribes that if payments made by an employer towards certain employment benefits (including gratuity and house rent allowance) exceed half (or such other percentage as may be notified by the Central Government) of the total remuneration, the excess amount shall be deemed remuneration and accordingly be added to wages. The enforcement of these laws could lead to higher employee and labour costs, which in turn could have a detrimental effect on our operational results, cash flow, business, and overall financial health. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the future. We may incur increased costs and other burdens relating to compliance with such new requirements, which may also require significant management time and other resources, and any failure to comply may adversely affect our business, results of operations, cash flows, financial condition and prospects. Further, pursuant to the Finance (No.2) Act of 2024, notified on August 16, 2024, the Government of India has introduced new income tax slabs, an increase in standard deduction and an increase in the deduction available in respect of private sector employer’s contribution to National Pension Scheme from 10% to 14% of the salary of the concerned employees. There is no certainty on the impact of the full union budget on tax laws or other regulations, which may adversely affect our business, financial condition, results of operations or on the industry in which we operate. 55. The occurrence of 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 typhoons, flooding and earthquakes), epidemics, pandemics and man-made disasters, including acts of war, terrorist attacks and other events such as political instability, including strikes, 76demonstrations, protests, marches or other types of civil disorder, 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, cash flows and results of operations. 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. In addition, any deterioration in international relations, especially between India and its neighboring countries, may result in investor concern regarding regional stability which could adversely affect the price of the Equity Shares. For instance, the current India – Pakistan, Iran- Israel, Russia – Ukraine and Israel-Palestine conflicts, if escalated and prolonged, may cause disruptions in our operating geographies of Europe and North America. In addition, India has witnessed local civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse effect on our business. 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 market price of the Equity Shares. 56. A downgrade in ratings of India and other jurisdictions we operate in may affect the trading price of the Equity Shares. India’s sovereign debt rating could be downgraded due to various factors, including changes in tax or fiscal policy or a decline in India’s foreign exchange reserves, which are outside our Company’s control. Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any further 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 and the interest rates and other commercial terms at which such financing is available, including raising any overseas additional financing, if any. A downgrading of India’s credit ratings may occur, for reasons beyond our control such as, upon a change of government tax or fiscal policy. 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. 57. We may be affected by competition laws in India, the adverse application or interpretation of which could adversely affect our business. The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely to cause an AAEC is considered void and may result in the imposition of substantial penalties. Further, any agreement among competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment or the provision of services or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or number of consumers in the relevant market or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a 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 also guilty of the contravention and may be punished. 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. However, the impact 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 an acquisition in the future, we may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business, results of operations, cash flows and prospects. The manner in which the Competition Act and the CCI affect the business environment in India may also adversely affect our business, financial condition, cash flows and results of operations. 58. Financial and political 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 of America, Europe and certain emerging economies in Asia. In particular, the ongoing military conflicts between Russia and Ukraine, Israel and Iran, and Israel and Palestine 77could result in increased volatility in, or damage to, the worldwide financial markets and economy. Increased economic volatility and trade restrictions could result in increased volatility in the markets for certain securities and commodities and may cause inflation. Any other global economic developments or the perception that any of them could occur 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 and restrict the ability of key market participants to operate in certain financial markets. Further, any worldwide financial instability including possibility of default in the US debt market 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 are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. 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. 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. 59. The Indian tax regime has undergone substantial changes which could adversely affect our business and the trading price of the Equity Shares. Any change in Indian tax laws could have an effect on our operations. The Government of India has implemented two major reforms in Indian tax laws, namely the Goods and Services Tax (“GST”), and provisions relating to general anti-avoidance rules (“GAAR”). The indirect tax regime in India has undergone a complete overhaul. The indirect taxes on goods and services, such as central excise duty, service tax, central sales tax, state value added tax, surcharge and excise have been replaced by GST with effect from July 1, 2017. The GST regime continues to be subject to amendments and its interpretation by the relevant regulatory authorities is constantly evolving. GAAR became effective from April 1, 2017. The tax consequences of the GAAR provisions being applied to an arrangement may result in, among others, a denial of tax benefit to us and our business. In the absence of any substantial precedents on the subject, the application of these provisions is subjective. If the GAAR provisions are made applicable to us, it may have an adverse tax impact on us. Further, if the tax costs associated with certain of our transactions are greater than anticipated because of a particular tax risk materializing on account of new tax regulations and policies, it could affect our profitability from such transactions. Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in the hands of the company at an effective rate of 20.56% (inclusive of applicable surcharge and cess). Such dividends were generally exempt from tax in the hands of the shareholders. However, the GoI has amended the Income-tax Act, 1961 (“IT Act”) to abolish the DDT regime. Accordingly, any dividend distribution 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. Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning, investing or trading in the Equity Shares. There is no certainty on the impact that the Finance Act may have on our business and operations or on the industry in which we operate. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our 78business in the future. We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the nature and impact of the specific terms of any such laws or regulations will be or whether if at all, any laws or regulations would have an adverse effect on our business. Further, any adverse order passed by the appellate authorities/ tribunals/ courts would have an effect on our profitability. In addition, we are subject to tax related inquiries and claims. 60. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our consumers 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 and other expenses. 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 consumers, whether entirely or in part, and may adversely affect our business, results of operations, cash flows and financial condition. In particular, we might not be able to reduce our costs or increase the price of our products to pass the increase in costs on to our consumers. In such case, our business, results of operations, cash flows and financial condition may be adversely affected. Further, the Government of India has previously initiated economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future. 61. Significant differences exist between Ind AS 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 is derived from the audited consolidated Ind AS financial statements as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, prepared in accordance with Ind AS, as prescribed under Section 133 of the Companies Act, 2013 (the “Act”) read with the Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable and restated in accordance with requirements of Section 26 of Part I of Chapter III of the Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, each as amended. 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. 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 Draft Red Herring Prospectus should be limited accordingly. 62. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors. SEBI and Stock Exchanges in order to enhance market integrity and safeguard interest of investors, have been introducing various enhanced pre-emptive surveillance measures. 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 in these securities. Accordingly, SEBI and Stock Exchanges have provided for (a) GSM on securities where 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, we may be subject to general market conditions which may include significant price and volume 79fluctuations. The price of our Equity Shares may also fluctuate after the Offer 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 other political or economic factor. The occurrence of any of the abovementioned factors may trigger the parameters identified by SEBI and 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, client concentration and close to close price variation. In the event our Equity Shares are covered under such pre-emptive surveillance measures implemented by SEBI and 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 and trading of our Equity Shares. 63. 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. The Offer Price of the Equity Shares may bear no relationship to the market price of the Equity Shares after the Offer. 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 Draft Red Herring Prospectus. 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; • investor perceptions of our future performance, adverse media reports about us or our sector; • 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. General or industry specific market conditions or stock performance or domestic or international macroeconomic and geopolitical factors unrelated to our performance may also affect the price of our Equity Shares. In particular, the stock market as a whole in the past has experienced extreme price and volume fluctuations that have affected the market price of many companies in ways that may have been unrelated to the companies’ operating performances. For these reasons, investors should not rely on recent trends to predict future share prices, results of operations or cash flow and financial condition. 64. Investors may be subject to Indian taxes arising out of income arising on the sale of the Equity Shares. 80Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any capital gain exceeding ₹125,000, realized on the sale of listed equity shares on a recognized stock exchange, held for more than 12 months immediately preceding the date of transfer, will be subject to long term capital gains in India, at the rate of 12.5% (plus applicable surcharge and cess). This beneficial rate is, inter alia, subject to payment of Securities Transaction Tax (“STT”). Further, any gain realized on the sale of equity shares in an Indian company held for more than 12 months, which are sold using any platform other than a recognized stock exchange and on which no STT has been paid, will be subject to long term capital gains tax in India at the rate of 10% (plus applicable surcharge and cess). Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less immediately preceding the date of transfer will be subject to short term capital gains tax in India. Such gains will be subject to tax at the rate of 15% (plus applicable surcharge and cess), subject to STT being paid at the time of sale of such shares. Otherwise, such gains will be taxed at the applicable rates. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Similarly, any business income realized from the transfer of Equity Shares held as trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller. Pursuant to the enactment of the Finance Act (No.2), 2024, among other amendments has amended the capital gains tax rates and calculations, with effect from the date of enactment. The Bidders are advised to consult their own tax advisors to understand their tax liability as per the laws prevailing on the date of disposal of Equity Shares. 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 laws, rules and regulations, or the promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. 65. 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 with the Equity Shares within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment and transfer of Equity Shares in this Offer and the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately three Working Days from the Bid Closing Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within three Working Days of the Bid Closing Date. There could be a failure or delay in the listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise any delay in commencing trading in the Equity Shares would restrict investors’ ability to dispose 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. 66. 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, 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. Any disposal of Equity Shares by our major shareholders or the perception that such issuance or sales may occur, including to comply with the minimum public shareholding norms applicable to listed companies in India may adversely affect the trading price of the 81Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue 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. Any future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of our Equity Shares. 67. 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 certain 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 approval of the RBI 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. As provided in the foreign exchange controls currently in effect in India, the RBI has provided that the price at which the Equity Shares are transferred be calculated in accordance with internationally accepted pricing methodology for the valuation of shares at an arm’s length basis, and a higher (or lower, as applicable) price per share may not be permitted. We cannot assure investors that any required approval from the RBI or any other Indian government agency can be obtained on any particular terms, or at all. Further, due to possible delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from realizing gains during periods of price increase or limiting losses during periods of price decline. The Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the Equity Shares will be paid in Indian Rupees and subsequently converted into appropriate foreign currency for repatriation. In addition, any adverse movement in 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 net proceeds received by shareholders. 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 sharing a 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. While the term “beneficial owner” is defined under the Prevention of Money-Laundering (Maintenance of Records) Rules, 2005 and the General Financial Rules, 2017, neither the foreign direct investment policy nor the FEMA Rules provide a definition of the term “beneficial owner”. The interpretation of “beneficial owner” and enforcement of this regulatory change involves certain uncertainties, which may have an adverse effect on our ability to raise foreign capital. Further, there is uncertainty regarding the timeline within which the said approval from the GoI may be obtained, if at all. We cannot assure investors that any required approval from the RBI or any other government agency can be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 468. 68. 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 the submission of their Bid, and Retail Individual Bidders are not permitted to withdraw their Bids after closure of the Bid/ Offer Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. 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 82condition may arise between the date of submission of the Bid and Allotment. Retail Individual Bidders can revise their Bids during the Bid / Offer Period and withdraw their Bids until Bid / Offer Closing Date. While our Company is required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the Offer within three Working Days from the Bid / Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or financial condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment of the Equity Shares even if such events occur, and such events may limit the Investors’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing. 69. The requirements of being a publicly listed company may strain our resources. We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we will incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted company. We will be subject to the SEBI Listing Regulations, which will, among other things, require us to file audited annual and unaudited quarterly reports with respect to our business and financial condition. If we experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any changes in our results of operations as promptly as other listed companies. Further, as a publicly listed company, we will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, our management’s attention may be diverted from our business concerns, which may adversely affect our business, prospects, results of operations, cash flows and financial condition. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical accounting knowledge, but we cannot assure you that we will be able to do so in a timely and efficient manner. 70. Investors 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 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 by holders of three-fourths of the equity shares voting on such resolution. However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre-emptive rights without our Company 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 our Company makes 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 such 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-emptive rights granted in respect of the Equity Shares held by them, their proportional interest in our Company would be reduced. In addition, Investors may suffer continued risk of dilution if shareholders pass special resolutions for preferential issues or take any other similar actions. 71. 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. 8372. A third party could be prevented from acquiring control of us post the Offer, because of anti-takeover provisions under Indian law. As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company. Under the SEBI 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 subsequent to completion of the Offer. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to our Shareholders, such a takeover may not be attempted or consummated because of SEBI Takeover Regulations. 84SECTION IV – INTRODUCTION THE OFFER The following table summarizes details of the Offer: Offer of Equity Shares^(1) Up to [●] Equity Shares of face value of ₹ 1, aggregating up to ₹ [●] million of which: (i) Fresh Issue(1) Up to [●] Equity Shares of face value of ₹ 1, aggregating up to ₹ 2,000.00 million (ii) Offer for Sale (2) Up to 12,556,000 Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Including, Employee Reservation Portion(3) Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Accordingly, Net Offer(3) Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million The Net Offer comprises: A) QIB Portion(4)(5) Not more than [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million of which: (i) Anchor Investor Portion Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million (ii) Net QIB Portion (assuming Anchor Investor Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up Portion is fully subscribed) to ₹ [●] million of which: (a) Available for allocation to Mutual Funds Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up only (5% of the Net QIB Portion) to ₹ [●] million (b) Balance for all QIBs including Mutual Funds Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million B) Non-Institutional Portion(6)(7) Not less than [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million of which: (i) One-third available for allocation to Bidders Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up with an application size of more than ₹ 0.20 to ₹ [●] million million and up to ₹ 1.00 million (ii) Two-thirds available for allocation to Bidders Up to [●] Equity Shares of face value of ₹ 1 each, aggregating up with an application size of more than ₹ 1.00 to ₹ [●] million million C) Retail Portion(6) Not less than [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million Pre- and post-Offer Equity Shares Equity Shares outstanding prior to the Offer (as at the date 112,759,750 Equity Shares of face value of ₹ 1 each of this Draft Red Herring Prospectus) Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹ 1 each Use of the Offer Proceeds See “Objects of the Offer” on page 121 for information on the use of proceeds arising from the Fresh Issue. Our Company will not receive any proceeds from the Offer for Sale. Notes: (1) The Offer has been authorized by a resolution of our Board dated August 13, 2025, and the Fresh Issue has been authorised by a special resolution of our Shareholders dated August 14, 2025. The Offer shall be made in accordance with Rule 19(2)(b) of the SCRR. (2) Each of the Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares have been held by them for a period of at least one year prior to the filing of this Draft Red Herring Prospectus and are eligible for being offered for sale in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders has, severally and not jointly, approved the sale of their respective portion of the Offered Shares in the Offer for Sale. For details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 417. (3) The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 0.50 million (net of the Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of the Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, 85the unsubscribed portion will be available for allocation and Allotment proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of the Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of the Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion shall be added to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Retail Portion in the Net Offer and such Bids will not be treated as multiple Bids. Our Company, in consultation with the Book Running Lead Managers, may offer a discount of up to [●]% to the Offer Price (equivalent to ₹ [●] per Equity Share) to Eligible Employees, which shall be announced at least two Working Days prior to the Bid / Offer Opening Date. For further details, see “Offer Procedure” and “Offer Structure” on pages 445 and 441, respectively. In the event of under-subscription in the Offer, the Allotment for the valid Bids will be made in the first instance, towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made in the following order: (i) first, towards the sale of the Offered Shares by the Investor Selling Shareholders, on a pro rata basis among the Investor Selling Shareholders, (ii) second, towards the sale of the remaining Offered Shares offered by the Promoter Selling Shareholders and the Other Selling Shareholders, on a pro rata basis amongst the Promoter Selling Shareholders and the Other Selling Shareholders, and (iii) following the sale of all of the Offered Shares, towards the balance of the Fresh Issue. (4) 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. The QIB Portion will accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event 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 QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” on page 445. (5) Under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or a combination of categories. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories, as applicable, at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable law. (6) Allocation to all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall be made on a proportionate basis, subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis. For details, see “Offer Procedure” on page 445. (7) The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for 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 Non-Institutional Bidders 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 Bidders in the other sub-category of Non-Institutional Bidders. 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 SEBI ICDR Regulations. For details, including in relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure” on pages 441 and 445, respectively. For details of the terms of the Offer, see “Terms of the Offer” on page 434. 86SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information derived from our Restated Financial Information. The summary financial information presented below for Fiscals 2025, 2024 and 2023, should be read in conjunction with “Restated Financial Information”, including the notes and annexures thereto, on page 257 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 361. Restated summary of statement of assets and liabilities (₹ in million) As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 I. Assets (1) Non-current assets (a) Property, plant and equipment 2,040.57 1,679.09 1 , 7 7 7.50 (b) Capital work-in-progress 273.31 15.83 - (c) Goodwill 38.41 38.41 3 8 . 4 1 (d) Other intangible assets 527.80 704.16 8 5 8 .75 (e) Intangible assets under development - - 5 3 . 6 3 (f) Investment Property - 329.69 - (g) Right-of-use assets 288.34 142.24 1 8 7 .39 (h) Investments accounted for using equity method 455.65 59.83 6 0 . 0 0 (i) Financial assets (i) Investments 0.03 0.03 0 . 0 5 (ii) Loans 93.28 - 22.12 (iii) Other financial assets 327.76 261.11 4 4 3 .10 (j) Deferred tax assets (net) 469.43 291.12 1 0 4 .42 (k) Non-current tax assets (net) 185.81 145.51 3 7 0 .13 ( l) Other assets 616.84 311.93 2 5 9 .18 5,317.23 3,978.95 4,174.68 (2) Current assets (a) Inventories 4,359.13 3,151.44 3,470.16 (b) Financial assets (i) Trade receivables 2,716.60 4,254.46 1,887.55 (ii) Cash and cash equivalents 1,147.48 221.10 69.75 (iii) Bank balances other than (ii) above 143.06 - 2.64 (iv) Other financial assets 65.66 92.18 115.64 ( c) Other assets 866.39 512.43 5 6 8 .49 9,298.32 8,231.61 6,114.23 ( 3) Asset held-for-sale - - 5 3 . 2 0 T otal assets (1+2+3) 14,615.55 12,210.56 1 0 , 3 42.11 I I Equity and liabilities (1) Equity (a) Equity share capital 22.56 22.54 2 2 . 5 4 (b) Other equity 9,661.35 8,211.27 7 , 1 9 2.25 Equity attributable to equity holders of the parent 9,683.91 8,233.81 7 , 2 1 4.79 Non-controlling interest (11.06) 54.56 158.62 T otal equity 9,672.85 8,288.37 7 , 3 7 3.41 (2) Non-current liabilities (a) Financial liabilities (i) Borrowings 61.44 151.23 9 .85 (ii) Lease liabilities 174.14 46.34 6 8 . 5 1 (iii) Other financial liabilities 247.00 247.00 2 4 7 .00 (b) Net employee defined benefit liabilities 40.53 18.96 1 5 . 2 8 ( c) Deferred tax liabilities (net) 2.94 31.03 5 2 . 5 9 526.05 494.56 3 9 3 .23 (3) Current liabilities (a) Financial liabilities 87(₹ in million) As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 (i) Borrowings 1,170.19 1,594.54 1 , 0 7 4.53 (ii) Lease liabilities 63.55 44.14 3 2 . 4 6 (iii) Trade payables 2,302.12 939.88 8 5 5 .22 (iv) Other financial liabilities 262.15 133.57 1 4 3 .35 (b) Net employee defined benefit liabilities 9.20 8.41 7 . 7 9 (c) Provisions 206.69 207.97 1 1 6 .21 ( d) Other liabilities 402.75 499.12 3 4 5 .91 4,416.65 3,427.63 2 , 5 7 5.47 Total liabilities (2+3) 4,942.70 3,922.19 2 , 9 6 8.70 Total equity and liabilities (1+2+3) 14,615.55 12,210.56 1 0 , 3 42.11 88Restated summary of statement of profit & loss (₹ in million, unless otherwise specified) For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 I. Income Revenue from operations 10,204.18 8,365.61 3,324.63 Other income 75.18 40.98 49.48 Total income 10,279.36 8,406.59 3,374.11 II. Expenses Cost of raw material and components consumed 4,347.71 3,199.28 1,853.28 (Increase) / decrease in inventories of finished (224.67) 196.75 ( 430.31) goods, work-in-progress and traded goods Purchase of traded goods 25.38 8.20 9.74 Employee benefit expenses 1,027.85 638.92 497.26 Depreciation and amortisation expenses 445.53 410.08 317.22 Finance costs 176.58 144.46 68.49 Other expenses 2,405.68 1,980.65 963.03 Total expenses 8,204.06 6,578.34 3,278.71 III. Restated profit before tax, share of loss of 2,075.30 1,828.25 95.40 associates and exceptional items (I - II) IV. Share of loss of associates, net of tax (19.70) (0.17) - V. Restated profit before tax and exceptional 2,055.60 1,828.08 95.40 items (III + IV) VI. Exceptional items 111.32 531.69 - VII. Restated profit before tax (V - VI) 1,944.28 1,296.39 95.40 VIII. Tax expenses (a) Current tax 759.58 649.53 69.54 (b) Deferred tax (credit) / charge (204.13) (192.41) 59.34 (c) Adjustment of tax relating to earlier years 3.04 3.85 0.97 Total tax expenses 558.49 460.97 129.85 IX. Restated profit / (loss) for the year (VII- 1,385.79 835.42 (34.45) VIII) X. Other comprehensive (loss) / income Other comprehensive (loss) / income not to be reclassified to profit or loss in subsequent periods: (i) Re-measurement (losses) / gains on defined (10.08) (0.44) 2.20 benefit plan Income tax effect on above 2.27 0.08 ( 0.55) Restated total other comprehensive (loss) / (7.81) (0.36) 1.65 income for the year (net of tax) XI. Restated total comprehensive income / (loss) 1,377.98 835.06 (32.80) for the year (net of tax) (IX + X) XII. Restated profit / (loss) for the year attributable to: (a) Owners of the Parent Company 1,451.03 1,019.54 (7.26) (b) Non-controlling interest (65.24) (184.12) (27.19) XIII. Restated other comprehensive (loss) / income for the year attributable to: (a) Owners of the Parent Company (7.43) (0.52) 1.65 (b) Non-controlling interest (0.38) 0.16 - 89(₹ in million, unless otherwise specified) For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 XIV. Restated total comprehensive income / (loss) for the year attributable to: (a) Owners of the Parent Company 1,443.60 1,019.02 (5.61) (b) Non-controlling interest (65.62) (183.96) (27.19) XV. Restated earnings per equity share (EPS) (face value - ₹ 1 each) Basic, computed on the basis of restated profit / 12.87 9.05 (0.06) (loss) for the year attributable to owners of the Parent Company(₹) Diluted, computed on the basis of restated profit / 12.87 9.04 ( 0.06) (loss) for the year attributable to owners of the Parent Company(₹) 90Restated summary of cash flow statement (in ₹ million) For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 A. Cash flow from / (used in) operating activities Restated Profit before tax 1,944.28 1,296.39 95.40 Adjustments to reconcile profit before tax to net cash flows: Depreciation and amortisation expenses 445.53 410.08 317.22 Impairment allowance / provision for doubtful debts 151.40 339.58 5.71 and advances Bad debts / advances written off 4.56 39.45 1.41 Provision for inventories 132.93 168.59 - Impairment on intangible assets acquired through - 198.28 - asset acquisition (Reversal) / provision for earnest money deposit (11.80) 99.51 - Provision / liabilities no longer required, written back (12.20) (1.29) - Intangible assets and intangible assets under 35.16 65.31 9.78 development written off Unrealised loss / (gain) on account of foreign 13.33 (3.23) 7.37 exchange fluctuation (net) Impairment on investment - 0.02 - Loss / (gain) on sale / discard of property, plant and 0.63 (3.66) 0.44 equipment and asset held-for-sale (net) Interest income (32.56) (14.77) (33.23) Finance costs 160.09 136.90 66.49 Share of loss of associates, net of tax 19.70 0.17 - Operating profit before working capital changes 2,851.05 2,731.33 470.59 Working capital adjustments: (Increase) / decrease in inventories (1,340.62) 150.13 (319.79) Decrease / (increase) in trade receivables 1,371.53 (2,639.49) 634.17 (Increase) / decrease in non-current and current other (577.70) (32.62) (115.77) financial and other assets Increase / (decrease) in trade payables, non-current 1,365.43 321.00 353.56 and current other financial, other liabilities and provisions Cash generated from operations 3,669.69 530.35 1,022.76 Direct taxes paid (net of refund) (798.66) (434.65) (381.44) Net cash flow from operating activities (A) 2,871.03 95.70 641.32 B. Cash flow (used in) / from investing activities Purchase of property, plant and equipment (including (546.61) (161.10) (144.98) capital work-in- progress and capital advances) and Intangible assets Purchase of freehold land / investment property - (329.69) - Proceeds from sale of investment property - 58.00 - Proceeds from sale of property, plant and equipment 0.55 - 0.25 Investment in associates (415.52) - (60.00) Interest income received 22.88 8.90 13.36 Consideration paid for business combination (net of - - (390.29) cash and cash equivalent acquired) Consideration paid for asset acquisition (net of cash - (102.58) - and cash equivalent acquired) (Investment) / redemption in bank deposits (net) (194.55) 78.52 (23.00) Loans (given to) / repaid by the related parties (93.28) - 200.00 Loans (given to) / repaid by others - (2.15) 7.34 Net cash used in investing activities (B) (1,226.53) (450.10) (397.32) 91(in ₹ million) For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 C. Cash flow (used in) / from financing activities Proceeds from issue of equity shares (net of refund of - - 400.01 surplus consideration) Balance proceeds received against share warrants 6.50 - - Proceeds from termination of lease - 31.17 - Payment of principal portion of lease liabilities (57.22) (35.91) (24.86) Payment of interest portion of lease liabilities (16.88) (8.63) (8.36) Proceeds from long-term borrowings 27.48 269.11 14.56 Repayment of long-term borrowings (109.16) (41.14) (15.25) Proceeds/ (repayment) from short-term borrowings 0.38 (416.96) (149.64) (net) Finance costs paid (112.57) (113.17) (34.03) Net cash (used in) / from financing activities (C) (261.47) (315.53) 182.43 Net increase / (decrease) in cash and cash 1,383.03 (669.93) 426.43 equivalents (A+B+C) Cash and cash equivalents at the beginning of the year (750.71) (80.78) (507.21) Cash and cash equivalents at the end of the year 632.32 (750.71) (80.78) Components of cash and cash equivalents Balances with banks - On current accounts 1,147.19 220.82 69.40 Cash on hand 0.29 0.28 0.35 Overdraft from bank (515.16) (971.81) (150.53) Total cash and cash equivalents 632.32 (750.71) (80.78) 92GENERAL INFORMATION Our Company was originally incorporated as ‘Molbio Diagnostics Private Limited’ at Panaji, as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated October 20, 2000, issued by the RoC. Thereafter, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on November 22, 2024, and the name of our Company was changed to Molbio Diagnostics Limited, and a fresh certificate of incorporation dated January 16, 2025 was issued to our Company by the RoC. For further details on the changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 215. Registered and Corporate Office of our Company The address and certain other details of our Registered and Corporate Office is as follows: Registered and Corporate Office: Molbio Diagnostics Limited Plot No. L-46, Phase II-D Verna Industrial Area, Verna, Salcete South Goa 403 722, Goa, India Telephone: +91 832 6724888 Website: www.molbiodiagnostics.com For details of the changes in our registered office, see “History and Certain Corporate Matters – Change in registered office of our Company” on page 215. Company Registration Number and Corporate Identification Number The registration number and corporate identity number of our Company are set forth below: Particulars Number Company Registration Number 002909 Corporate Identification Number U33125GA2000PLC002909 The Registrar of Companies Our Company is registered with the Registrar of Companies, Goa, Daman and Diu at Panaji, which is situated at the following address: Registrar of Companies, Goa, Daman and Diu at Panaji Corporate Bhawan, EDC Complex Plot No. 21, Patto Panaji 403 001, Goa, India Board of Directors The following table sets out the brief details of our Board as on the date of this Draft Red Herring Prospectus: Name and Designation DIN Address Sriram Natarajan 00013843 13, Sagar Society, Dona Paula, Nio Dona Paula, Tiswadi, Executive Director and Chief Executive North Goa 403 004, Goa, India Officer Dr. Chandrasekhar Bhaskaran Nair 01787875 1802-A, Salarpuria Sattva Luxuria, 8th Main Opposite Executive Director and Chief Technology Yeshwantpur Police Station, Malleshwaram VTC Officer Malleswaram Bangalore, 560 003, Karnataka, India Sangeetha Sriram 02103165 13, Sagar Society, Dona Paula, Nio Dona Paula, North Goa Executive Director and Director 403 004, Goa, India Operations 93Name and Designation DIN Address Dr. Arun Kumar Jha 01235238 Quarter No 22, Type – 5, Netaji Subhash Institute of Independent Director Technology, Sector – 3, Dwarka, South West Delhi, Delhi 110 078, India Dr. Balram Bhargava 10479707 682 Kamaljit Sandhu Block, Asian Games Village Independent Director Complex, New Delhi, South Ext-II, PO: Andrewsganj, South Delhi, Delhi 110 049, India Nupur Garg 03414074 Flat No. 115, Siddhartha Enclave Jungpura S.O., South Independent Director Delhi, Delhi 110 014, India For further details of our Board of Directors, see “Our Management – Board of Directors” on page 228. Company Secretary and Compliance Officer Darshan Raghunath Karekar is the Company Secretary and Compliance Officer of our Company. His contact details are as follows: Darshan Raghunath Karekar Plot No. L-46, Phase II-D Verna Industrial Area, Verna, Salcete South Goa 403 722, Goa, India Telephone: +91 832 6724888 Email: investors@molbiodiagnostics.com Registrar to the Offer KFin Technologies Limited Selenium, Tower B, Plot 31–32 Financial District, Nanakramguda, Serilingampally Mandal Hyderabad – 500 032, Telangana Telephone: +91 40 6716 2222 / 1800 3094001 Email: molbio.ipo@kfintech.com Investor grievance email: einward.ris@kfintech.com Website: www.kfintech.com Contact person: M Murali Krishna SEBI Registration No: INR000000221 Investor Grievances Bidders may contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related queries or grievances, such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc, or for the redressal of complaints. All Offer related grievances in relation to the Bidding process, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than the UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID, in case of UPI Bidders. Further, the Bidder shall also enclose the copy of the Acknowledgment Slip or provide the acknowledgement number received from the Designated Intermediary(ies) in addition to the information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of the sole or first Bidder, Anchor Investor Application Form number, Bidders’ DP ID, 94Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor. Book Running Lead Managers Kotak Mahindra Capital Company Limited IIFL Capital Services Limited (formerly known as 1st Floor, 27 BKC, Plot No. C – 27 IIFL Securities Limited) “G” Block, Bandra Kurla Complex 24th Floor, One Lodha Place Bandra (East) Senapati Bapat Marg, Lower Parel (W) Mumbai 400 051, Maharashtra, India Mumbai 400 013, Maharashtra, India Telephone: +91 22 4336 0000 Telephone: +91 22 4646 4728 Email: molbio.ipo@kotak.com Email: molbio.ipo@iiflcap.com Investor grievance email: Investor grievance email: kmccredressal@kotak.com ig.ib@iiflcap.com Website: https://investmentbank.kotak.com Website: www.iiflcap.com Contact Person: Ganesh Rane Contact Person: Rejoy Manjuran / Pawan Jain SEBI Registration No.: INM000008704 SEBI Registration No: INM000010940 Jefferies India Private Limited Motilal Oswal Investment Advisors Limited^ Level 16, Express Towers, Motilal Oswal Tower, Rahimtullah, Sayani Road, Nariman Point, Opposite Parel ST Depot, Prabhadevi Mumbai 400 021, Maharashtra, India Mumbai 400 025, Maharashtra, India Telephone: +91 22 4356 6000 Telephone: +91 22 7193 4380 Email: Molbio.IPO@jefferies.com Email: molbio.ipo@motilaloswal.com Investor grievance email: Investor grievance email: jipl.grievance@jefferies.com moiaplredressal@motilaloswal.com Website: www.jefferies.com Website: www.motilaloswalgroup.com Contact person: Suhani Bhareja Contact person: Kunal Thakkar / Vaibhav Shah SEBI Registration No: INM000011443 SEBI Registration No: INM000011005 ^ In compliance with the proviso to regulation 21A and explanation (iii) to regulation 21A of the SEBI (Merchant Bankers) Regulations, 1992, and regulation 23(3) of the SEBI ICDR Regulations, Motilal Oswal Investment Advisors Limited will be involved only in marketing the Offer, as India Business Excellence Fund III is an associate of Motilal Oswal Investment Advisors Limited. Motilal Oswal Investment Advisors Limited has signed the due diligence certificate and has been disclosed as a BRLM for the Offer. Syndicate Members [●] Inter-se allocation of responsibilities of the Book Running Lead Managers The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead Managers: S. Activity Responsibility^ Coordinator No. 1. Due diligence of the Company including its BRLMs Kotak operations/management/business plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, abridged prospectus and application form. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing 2. Capi tal structuring with the relative components and BRLMs Kotak formalities such as type of instruments, size of issue, allocation between primary and secondary, etc. 3. Draf ting and approval of all statutory advertisements BRLMs Kotak 4. Draf ting and approval of all publicity material other than BRLMs IIFL statutory advertisement as mentioned above including 95S. Activity Responsibility^ Coordinator No. corporate advertising, brochure, etc., filing of media compliance report. Appointment of intermediaries - Registrar to the Offer, BRLMs IIFL advertising agency, Banker(s) to the Offer, Sponsor Bank, 5. printer and other intermediaries, including coordination of all agreements to be entered into with such intermediaries 6. Prep aration of road show presentation and frequently asked BRLMs Jefferies questions 7. Inter national institutional marketing of the Offer, which will BRLMs Jefferies cover, inter alia: • Institutional marketing strategy; • Finalizing the list and division of investors for one-to-one meetings; and • Finalizing road show and investor meeting schedule 8. Dom estic institutional marketing of the Offer, which will BRLMs Kotak cover, inter alia: • Institutional marketing strategy; • Finalizing the list and division of investors for one-to-one meetings; and • Finalizing road show and investor meeting schedule 9. Reta il and Non-Institutional marketing of the Offer, which will BRLMs Motilal Oswal^ cover, inter alia, • Finalising media, marketing and public relations strategy including list of frequently asked questions at road shows; • Finalising centres for holding conferences for brokers, etc.; • Follow-up on distribution of publicity and Offer material including application form, the Prospectus and deciding on the quantum of the Offer material; and • Finalising collection centres 10. Coo rdination with Stock Exchanges for book building BRLMs Jefferies software, bidding terminals, mock trading 11. Man aging Anchor Investors related activities including, BRLMs IIFL allocation, coordination with Stock Exchanges, Anchor CAN, submission of letters post completion of allocation 12. Man aging the book and finalization of pricing in consultation BRLMs Jefferies with the Company 13. Post bidding activities including management of escrow BRLMs IIFL accounts, coordinate non- institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and other Bankers to the Offer, intimation of allocation and dispatch of refund to Bidders, etc. Other post-Offer activities, which shall involve essential follow-up with Bankers to the Offer and SCSBs to get quick estimates of collection and advising Company about the closure of the Offer, based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, listing of instruments, dispatch of certificates or demat credit and refunds, payment of STT on behalf of the Selling Shareholders and coordination with various agencies connected with the post-Offer activity such as Registrar to the Offer, Bankers to the Offer, Sponsor Bank, SCSBs including responsibility for underwriting arrangements, as applicable. Coordinating with Stock Exchanges and SEBI for submission of all post-Offer reports including the final post-Offer report to SEBI ^ In compliance with the proviso to regulation 21A and explanation (iii) to regulation 21A of the SEBI (Merchant Bankers) Regulations, 1992, and regulation 23(3) of the SEBI ICDR Regulations, Motilal Oswal Investment Advisors Limited will be involved only in marketing the Offer, as India Business Excellence Fund III is an associate of Motilal Oswal Investment Advisors Limited. Motilal Oswal Investment Advisors Limited has signed the due diligence certificate and has been disclosed as a BRLM for the Offer. Legal Counsel to our Company as to Indian Law Khaitan & Co Max Towers 967th & 8th Floors Sector 16B Noida Gautam Buddh Nagar 201 301 Uttar Pradesh, India Telephone: +91 120 479 1000 Email: molbio.ipo@khaitanco.com Statutory Auditors of our Company S. R. Batliboi & Associates LLP, Chartered Accountants 12th Floor, UB City, Canberra Block No. 24, Vittal Mallya Road Bengaluru 560 001, Karnataka, India Email: srba@srb.in Telephone: +91 80 6648 9000 Firm registration number: 101049W / E300004 Peer review number: 017127 There has been no change in our statutory auditors in the three years preceding the date of this Draft Red Herring Prospectus. Bankers to our Company ICICI Bank Limited YES Bank Limited ICICI Bank Tower, Near Chakli Circle YES Bank House, Off Western Express Highway Old Padra Road, Vadodara Santacruz East, Mumbai – 400 055, Maharashtra Gujarat, India Telephone: +91 98221 51540 / 84088 78806 Telephone: +91 22 4008 6438 Email: shivdatta.kenkre@yesbank.in / Email: shilpa.jha@icicibank.com gaurish.kamat@yesbank.in Website: https://www.icicibank.com/ Website: www.yesbank.in Contact Person: Shilpa Jha Contact Person: Shivdatta Kenkre / Gaurish Kamat Banker(s) to the Offer Escrow Collection Bank(s) [●] Public Offer Account Bank(s) [●] Refund Bank(s) [●] Sponsor Bank [●] Designated Intermediaries Self-Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website 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. A list of the Designated SCSB Branches with which an ASBA Bidder (other than an RIB using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may 97submit the ASBA Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, and at such other websites as may be prescribed by SEBI from time to time. Self-Certified Syndicate Banks eligible as Issuer Banks for UPI In accordance with the SEBI ICDR Master Circular, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular), UPI Bidders may apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI. The list of SCSBs through which Bids can be submitted by UPI Bidders, including details such as the eligible mobile applications and UPI handle which can be used for such Bids, is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 which may be updated from time to time or at such other website as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, which may be updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or any such other website as may be prescribed by SEBI from time to time. Registered Brokers The list of the Registered Brokers eligible to accept ASBA Forms from Bidders, including details such as postal address, telephone number and e-mail address, is provided on the websites of the BSE and the NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx? and https://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from time to time. Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms from Bidders at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and http://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 from Bidders at the Designated CDP Locations, including details such as name and contact details, is provided on the websites of BSE at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time. Credit Rating As this is an Offer consisting only of Equity Shares, there is no requirement to obtain credit rating for the Offer. Debenture Trustee As this is an Offer consisting only of Equity Shares, the appointment of a debenture trustee is not required. 98Appraising Entity None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Monitoring Agency Our Company shall, in compliance with Regulation 41 of the SEBI ICDR Regulations, appoint a monitoring agency to monitor the utilisation of the Gross Proceeds from the Fresh Issue. The relevant details of the monitoring agency will be included in the Red Herring Prospectus. For details in relation to the proposed utilisation of the Net Proceeds from the Fresh Issue, please see “Objects of the Offer” on page 121. Grading of the Offer No credit agency registered with SEBI has been appointed for obtaining grading for the Offer. Green Shoe Option No green shoe option is contemplated under the Offer. Experts Except as disclosed below, our Company has not obtained any expert opinions. The term “experts” and consent thereof does not represent an expert or consent within the meaning under the U.S. Securities Act. These consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received written consent dated August 22, 2025, from S. R. Batliboi & Associates LLP, Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors and in respect of their (i) examination report dated August 22, 2025, on our Restated Financial Information; and (ii) report dated August 22, 2025, on the statement of special tax benefits available to our Company and our Shareholders, included in this Draft Red Herring Prospectus, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Our Company has also received written consent dated August 22, 2025, from the Independent Chartered Accountant, B.B. & Associates, 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 Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of various certifications issued by them in their capacity as independent chartered accountant to our Company on certain financial and operational information included in this Draft Red Herring Prospectus. Additionally, our Company has also received written consent dated August 22, 2025, from the Chartered Engineer, Multi Engineers Private Limited, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in relation to their certificate dated August 22, 2025, certifying, amongst others, the installed capacity, actual production and capacity utilization of the manufacturing facilities of our Company and Subsidiaries. Further, our Company has received written consent dated August 22, 2025, from K&S Partners, to include their name in this Draft Red Herring Prospectus, as an “expert” as defined under section 2(38) of the Companies Act, 2013, in respect of their certificate dated August 22, 2025, certifying the patents, trademarks, designs and copyrights, owned or applied for by our Company and Subsidiaries. Our Company has also received written consent dated August 22, 2025, from Koncepo Scientech International Private Limited, the Project Report Provider, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in relation to the Project Report. 99Underwriting Agreement After determination of the Offer Price and allocation of Equity Shares and prior to the filing of the Prospectus with the RoC, our Company and the Selling Shareholders 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 in the Offer 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 Draft Red Herring Prospectus and will be executed after determination of the Offer Price and allocation of Equity Shares and prior to the filing of the Prospectus with the RoC. This portion has intentionally been left blank and will be filled in before the filing of the Prospectus with the RoC.) Name, address, telephone and email of the Indicative number of Equity Amount underwritten Underwriters Shares of face value of ₹ 1 each to (in ₹ million) be underwritten [●] [●] [●] [●] [●] [●] The abovementioned 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, the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with 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 [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting 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 investors procured by them. Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations. Filing A copy of this Draft Red Herring Prospectus will be filed through SEBI’s online intermediary portal at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and as specified in Regulation 25(8) of the SEBI ICDR Regulations. It will also be filed with SEBI at the following address: 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, will be filed with the RoC in accordance with Section 32 of the Companies Act, 2013, and a copy of the Prospectus required to be filed under Section 26 of the Companies Act, 2013, will be filed with the RoC, and through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. Book Building Process 100Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of the Red Herring Prospectus and the Bid cum Application Forms within the Price Band. The Price Band will be decided by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, and will be advertised in [●] editions of [●], an English national daily newspaper, [●] editions of [●], a widely circulated Hindi national daily newspaper, and [●] editions of [●], a widely circulated Konkani newspaper, Konkani being the regional language of Goa, where our Registered and Corporate Office is located), each with wide circulation, at least two Working Days prior to the Bid / Offer Opening Date, and shall be made available to the Stock Exchanges for the purposes of uploading on their respective websites. The Offer Price shall be determined by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, after the Bid / Offer Closing Date. For details, see “Offer Procedure” on page 445. All Bidders, other than Anchor Investors, shall only participate in this Offer 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. UPI Bidders shall participate through the ASBA process, either by (i) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (ii) using the UPI Mechanism. Non-Institutional Bidders with an application size of up to ₹ 0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA process. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the Bid / Offer Period and withdraw their Bids until the Bid / Offer Closing Date. Further, Anchor Investors in the Anchor Investor Portion cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis. Additionally, 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. For an illustration of the Book Building Process and further details, see “Terms of the Offer” and “Offer Procedure” on pages 434 and 445, respectively. The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to time and Bidders are advised to make their own judgement about investment through this process prior to submitting a Bid in the Offer. Bidders should note that the Offer is also subject to (i) the filing of the Prospectus with the RoC, and (ii) obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment, within the timelines prescribed under applicable law. For further details on the method and procedure for Bidding, see “Offer Procedure” beginning on page 445. 101CAPITAL STRUCTURE The Equity Share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below: (In ₹ except share data) Aggregate value at face Aggregate value at value Offer Price* A AUTHORIZED SHARE CAPITAL(1) 197,000,000 Equity Shares of face value of ₹ 1 each 197,000,000 - 3,000,000 preference shares of face value of ₹ 1 each 3,000,000 Total 200,000,000 B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER 112,759,750 Equity Shares of face value of ₹ 1 each 112,759,750 - C PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS Offer of up to [●] Equity Shares of face value of ₹ 1 each, [●] [●] aggregating up to ₹ [●] million(2)(3) Which includes: [●] [●] Fresh Issue of up to [●] Equity Shares of face value of ₹ 1 [●] [●] each, aggregating up to ₹ 2,000.00 million(2) Offer for Sale of up to 12,556,000 Equity Shares of face value [●] [●] of ₹ 1 each by the Selling Shareholders, aggregating up to ₹ [●] million(3) The Offer includes: Employee Reservation Portion of up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million(4) Net Offer of up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million E ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER [●] Equity Shares of face value of ₹ 1 each* [●] - F SECURITIES PREMIUM ACCOUNT Before the Offer (as on the date of this Draft Red Herring 1,958.66 Prospectus) (in ₹ million) After the Offer [●] * To be updated upon finalization of the Offer Price. (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 our Memorandum of Association’ on page 215. (2) Our Board has authorized the Offer, pursuant to their resolution dated August 13, 2025, and the Fresh Issue has been authorized pursuant to a special resolution dated August 14, 2025, passed by our Shareholders. The Offer shall be made in accordance with Rule 19(2)(b) of the SCRR. (3) Each of the Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares have been held by them for a period of at least one year prior to the filing of this Draft Red Herring Prospectus and are eligible for being offered for sale in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders has, severally and not jointly, approved the sale of their respective portion of the Offered Shares in the Offer for Sale. For details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 417. (4) The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 0.50 million (net of the Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 0.20 million (net of the Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of the Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of the Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion shall be added to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Retail Portion in the Net Offer and such Bids will not be treated as multiple Bids. For further details, see “Offer Procedure” and “Offer Structure” on pages 445 and 441, respectively. Notes to the Capital Structure 1. Equity share capital history of our Company The following table sets forth the history of the equity share capital of our Company: 102Number of Face value Issue price Form of Cumulative Cumulative paid-up Date of Nature of Details of allottees equity shares per equity per equity considerati number of equity equity share capital allotment allotment allotted share (₹) share (₹) on shares (in ₹) October 20, 10 equity shares to Deepak G. Tripathi, 10 equity Initial subscription 30 10 10 Cash 30 300 2000 shares to Vinayak K. Naik and 10 equity shares to to the MOA N. Sriram December 12, 3,350 equity shares to Deepak G. Tripathi, 3,350 Further issue 10,050 10 10 Cash 10,080 100,800 2002 equity shares to Vinayak K. Naik and 3,350 equity shares to Natrajan Sriram August 2, 4,032 equity shares to Bigtec Private Limited and Further issue 10,079 10 10 Cash 20,159 201,590 2011 6,047 equity shares to Bigtec Holdings Private Limited September 28, Cancellation of 10,079 equity shares* Cancellation of (10,079) 10 N.A. N.A. 10,080 100,800 2016 shares pursuant to the scheme of amalgamation of Bigtec Holdings Private Limited and our Company* January 20, 1,662 equity shares to N.D. Prabhu, 1 equity share Allotment 11,608 10 N.A. N.A. 21,688 216,880 2017 to Jayanthi D. Prabhu, 919 equity shares to M.A. pursuant to Usha Rani, 355 equity shares to M.A. Sharath, 495 scheme of equity shares to M.A. Rohit, 1,661 equity shares to amalgamation* J. Guru Dutt and Sandhya Guru Dutt, 1,661 equity shares jointly to B. Chandrasekhar and Anita Chandrasekhar, 1,661 equity shares to G. Sampathgiri and Jayashree Sampathgiri, 1,660 equity shares to G.M. Kini, 1 equity share to Sangeetha M. Kini, 84 equity shares to Vivek Devraj, 110 equity shares to Anilkumar Agarwal, 184 equity shares to Narendrakumar Agarwal, 74 equity shares to Manojkumar Agarwal, 123 equity shares to Ashish Kacholia, 45 equity shares to M. Ganesh Kamath, 282 equity shares to Sujay Limited, 282 equity shares to Chewbacca Services Limited, 116 equity shares to Abdul Qadir Mohamed Theruvath and 232 equity shares to Shaheeda Abdul Kader. April 30, 2019 929,548 equity shares to Exxora Trading LLP, Rights issue 2,000,000 10 10 Cash 2,021,688 20,216,880 153,265 equity shares to N.D. Prabhu, 92 equity shares to Jayanthi D. Prabhu, 84,747 equity shares to M.A. Usha Rani, 32,737 equity shares to M.A. Sharath, 45,647 equity shares to M.A. Rohit, 103Number of Face value Issue price Form of Cumulative Cumulative paid-up Date of Nature of Details of allottees equity shares per equity per equity considerati number of equity equity share capital allotment allotment allotted share (₹) share (₹) on shares (in ₹) 153,172 equity shares to J. Guru Dutt and Sandhya Guru Dutt, 153,172 equity shares jointly to B. Chandrasekhar and Anita Chandrasekhar, 153,172 equity shares to Gopalkrishna Sampathgiri and Jayashree Sampathgiri, 153,080 equity shares to G.M. Kini, 92 equity shares to Sangeetha M. Kini, 7,746 equity shares to Vivek Devaraj, 10,144 equity shares to Anilkumar Agarwal, 16,968 equity shares to Narendrakumar Agarwal, 6,824 equity shares to Manojkumar Agarwal, 11,343 equity shares to Ashish Kacholia, 4,150 equity shares to M. Ganesh Kamath, 26,005 equity shares to Sujay Limited, 26,005 equity shares to Chewbacca Services Limited, 10,697 equity shares to Abdul Qadir Mohamed Theruvath and 21,394 equity shares to Shaheeda Abdul Kader. May 31, 2021 193,138 equity shares to India Business Excellence Allotment of 193,138 10 7,248.70 N.A. 2,214,826 22,148,260 Fund III equity shares pursuant to conversion of OCDs May 31, 2021 31,494 equity shares to India Business Excellence Private placement 31,494 10 7,248.70 Cash 2,246,320 22,463,200 Fund III September 23, 7,340 equity shares to V Sciences Investments Pte. Private placement 7,340 10 54,495.91 Cash 2,253,660 22,536,600 2022 Ltd Each equity share of face value of ₹ 10 each of our Company was sub-divided to 10 Equity Shares of face value of ₹ 1 each, resulting in a change in the number of equity shares of our Company from 2,253,660 equity shares of face value of ₹ 10 each to 22,536,600 Equity Shares of face value of ₹ 1 each, pursuant to the resolutions passed by our Board and Shareholders in their respective meetings held on July 5, 2024 and July 10, 2024. September 3, 15,350 Equity Shares to Shankar Gopalkrishnan Conversion of 15,350 1 651.46 Cash 22,551,950 22,551,950 2024 share warrants July 29, 2025 37,190,080 Equity Shares to Exxora Trading Bonus issue in the 90,207,800 1 N.A. N.A. 112,759,750 112,759,750 LLP, 3,720 Equity Shares to Jayanthi D. Prabhu, ratio of 4:1 2,615,240 Equity Shares to M.A.Usha Rani, 1,042,840 Equity Shares to M.A. Sharath, 1,560,640 Equity Shares to M.A. Rohit, 4,851,180 Equity Shares to J.Guru Dutt and Sandhya Guru Dutt, 4,887,880 Equity Shares to B.Chandrasekhar and Anita Chandrasekhar, 4,887,880 Equity Shares to G.Sampathgiri and Jayshree Sampathgiri, 6,070,340 Equity Shares 104Number of Face value Issue price Form of Cumulative Cumulative paid-up Date of Nature of Details of allottees equity shares per equity per equity considerati number of equity equity share capital allotment allotment allotted share (₹) share (₹) on shares (in ₹) to G.M.Kini, 2,449,600 Equity Shares to Sangeetha M Kini, 1,186,180 Equity Shares to Shruthi G Kini, 313,200 Equity Shares to Vivek Devaraj, 39,760 Equity Shares to Anilkumar Agarwal, 66,480 Equity Shares to Narendrakumar Agarwal, 26,760 Equity Shares to Manojkumar Agarwal, 285,320 Equity Shares to Ashish Kacholia, 68,880 Equity Shares to M. Ganesh Kamath, 773,080 Equity Shares to Sujay Limited, 773,080 Equity Shares to Chewbacca Services Limited, 195,680 Equity Shares to Abdul Qadir Mohamed Theruvath, 391,360 Equity Shares to Shaheeda Abdul Kader, 11,421,400 Equity Shares to India Business Excellence Fund III, 8,056,120 Equity Shares to V Sciences Investments Pte Limited, 61,400 Equity Shares to G. Shankar, 73,400 Equity Shares to Mahendra Fulchand Sundesha, 73,400 Equity Shares to D B Bandodkar And Sons Private Limited, 73,400 Equity Shares to Matrix Clothing Private Limited, 73,400 Equity Shares to Padam Kumar Agarwala, 73,400 Equity Shares to Agra-Gwalior Pathways Private Limited, 36,700 Equity Shares to Ramakrishnan Ramamurthi, 36,700 Equity Shares to Baid Techventures LLP, 73,400 Equity Shares to Gurmeetsingh Santsingh Vasan, 110,100 Equity Shares to Unmaj Corporation LLP, 73,400 Equity Shares to Dover Commercials Private Limited, 73,400 Equity Shares to P P Suppliers & Agencies Private Limited, 36,700 Equity Shares to Unthinkable Solutions LLP, 73,400 Equity Shares to Nagesh Maganlal Patel, 72,200 Equity Shares to Sudhindar Krishan Khanna and 36,700 Equity Shares to Navin Mahavirprasad Dalmia. *10,079 equity shares of face value of ₹ 10 held by Bigtec Innovations Private Limited were cancelled in accordance with clause 5 of the scheme of amalgamation of Bigtec Holdings Private Limited with our Company, pursuant to the orders each dated September 16, 2016 and September 28, 2016, passed by High Court of Karnataka at Bengaluru and the High Court of Bombay at Goa, respectively. 105The issuance of equity shares since incorporation until the date of this Draft Red Herring Prospectus, by our Company had been undertaken in accordance with the provisions of the Companies Act, to the extent applicable. In case of any non-compliances with the Companies Act, our Company has filed the necessary adjudication / compounding applications to rectify such non-compliances. For further details, see “Risk Factors – There have, in the past, been instances of non-compliance by our Company and Bigtec under Indian company laws requiring our Company to initiate compounding or adjudication proceedings. We cannot assure you that such lapses will not occur in the future, or that we will be able to rectify or mitigate such lapses in a timely manner or at all or 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 56. Secondary transactions by the Promoters and Selling Shareholders Except as disclosed below, there has been no acquisition or transfer of securities through secondary transactions by our Selling Shareholders, as on the date of this Draft Red Herring Prospectus: Date of Face Transfer Allotment / Number of Nature of value per price per Transfer / Name of transferor Names of transferee equity shares considera equity equity Transmissi transferred tion share (₹) share (₹) on Promoter Selling Shareholders Dr. Chandrasekhar Bhaskaran Nair* January 11, Dr. Chandrasekhar India Business (11,239) Cash 10 13,347.00 2021 Bhaskaran Nair Excellence Fund III September Dr. Chandrasekhar V Sciences Investments (21,397) Cash 10 32,742.39 26, 2022 Bhaskaran Nair Pte. Ltd. Exxora Trading LLP# 10 Cash 10 10.00 10 Cash 10 10.00 Deepak Tripathi Exxora Trading LLP 3,350 Cash 10 10.00 July 21, 1,670 Cash 10 10.00 2011 10 Cash 10 10.00 Sriram Natarajan Exxora Trading LLP 3,350 Cash 10 10.00 1,680 Cash 10 10.00 January 22, Exxora Trading LLP India Business (100) Cash 10 2,500.00 2020 Excellence Fund III September Exxora Trading LLP V Sciences Investments (9,776) Cash 10 32,742.39 23, 2022 Pte. Ltd. Other Selling Shareholders M.A. Usha Rani January 11, M.A. Usha Rani India Business (6,743) Cash 10 13,347.00 2021 Excellence Fund III September M.A. Usha Rani V Sciences Investments (12,842) Cash 10 32,742.39 23, 2022 Pte. Ltd. July 4, 2025 M.A. Usha Rani Motilal Oswal Wealth (7000) Cash 1 5,450.00 Limited M.A. Rohit January 11, M.A. Rohit India Business (2,248) Cash 10 13,347.00 2021 Excellence Fund III September M.A. Rohit V Sciences Investments (4,273) Cash 10 32,742.39 23, 2022 Pte. Ltd. July 4, 2025 M.A. Rohit Motilal Oswal Wealth (6,050) Cash 1 5,450.00 Limited M.A. Sharath January 11, M.A. Sharath India Business (2,248) Cash 10 13,347.00 2021 Excellence Fund III September M.A. Sharath V Sciences Investments (4,273) Cash 10 32,742.39 23, 2022 Pte. Ltd. July 4, 2025 M.A. Sharath Motilal Oswal Wealth (5,000) Cash 1 5,450.00 Limited J. Guru Dutt** January 11, J. Guru Dutt India Business (11,239) Cash 10 13,347.00 2021 Excellence Fund III 106Date of Face Transfer Allotment / Number of Nature of value per price per Transfer / Name of transferor Names of transferee equity shares considera equity equity Transmissi transferred tion share (₹) share (₹) on September J. Guru Dutt V Sciences Investments (21,397) Cash 10 32,742.39 23, 2022 Pte. Ltd. July 4, 2025 J. Guru Dutt Motilal Oswal Wealth (9,175) Cash 1 5,450.00 Limited Gopalakrishna Sampathgiri*** January 11, Gopalakrishna India Business (11,239) Cash 10 13,347.00 2021 Sampathgiri Excellence Fund III September Gopalakrishna V Sciences Investments (21,397) Cash 10 32,742.39 23, 2022 Sampathgiri Pte. Ltd. Gopalkrishna Mangalore Kini January 11, Gopalkrishna Mangalore India Business (11,239) Cash 10 13,347.00 2021 Kini Excellence Fund III September Gopalkrishna Mangalore V Sciences Investments (21,397) Cash 10 32,742.39 23, 2022 Kini Pte. Ltd. July 24, Nileshwar Damodar Gopalkrishna Mangalore 30,572 N.A. 10 N.A. 2023 Prabhu^ Kini July 4, 2025 Gopalkrishna Mangalore Motilal Oswal Wealth (9,175) Cash 1 5,450.00 Kini Limited Sangeetha M. Kini July 24, Nileshwar Damodar Sangeetha M. Kini 61,147 N.A. 10 N.A. 2023 Prabhu^ Shruthi G Kini July 24, Nileshwar Damodar Shruthi G Kini 30,572 N.A. 10 N.A. 2023 Prabhu^ July 14, Shruthi G Kini Navin Mahavirprasad (9,175) Cash 1 5,450.00 2025 Dalmia M. Ganesh Kamath June 22, M. Ganesh Kamath India Business (1,600) Cash 10 13,347.00 2021 Excellence Fund III September M. Ganesh Kamath V Sciences Investments (873) Cash 10 32,742.39 23, 2022 Pte. Ltd. Sujay Limited March 20, Sujay Limited V Sciences Investments (6,960) Cash 10 32,742.39 2023 Pte. Ltd. Chewbacca Services Limited March 20, Chewbacca Services V Sciences Investments (6,960) Cash 10 32,742.39 2023 Limited Pte. Ltd. Abdul Qadir Mohamed Theruvath June 22, Abdul Qadir Mohamed India Business (3,746) Cash 10 13,347.00 2021 Theruvath Excellence Fund III December 2, Abdul Qadir Mohamed V Sciences Investments (2,175)] Cash 10 32,742.39 2022 Theruvath Pte. Ltd. Shaheeda Abdul Kader June 22, Shaheeda Abdul Kader India Business (7,492) Cash 10 13,347.00 2021 Excellence Fund III December 2, Shaheeda Abdul Kader V Sciences Investments (4,350) Cash 10 32,742.39 2022 Pte. Ltd. Investor Selling Shareholders India Business Excellence Fund III January 22, Exxora Trading LLP India Business 100 Cash 10 2,500.00 2020 Excellence Fund III January 11, M.A. Usha Rani India Business 6,743 Cash 10 13,347.00 2021 Excellence Fund III M.A. Rohit India Business 2,248 Cash 10 13,347.00 Excellence Fund III M.A. Sharath India Business 2,248 Cash 10 13,347.00 Excellence Fund III J. Guru Dutt** India Business 11,239 Cash 10 13,347.00 Excellence Fund III 107Date of Face Transfer Allotment / Number of Nature of value per price per Transfer / Name of transferor Names of transferee equity shares considera equity equity Transmissi transferred tion share (₹) share (₹) on Gopalakrishna India Business 11,239 Cash 10 13,347.00 Sampathgiri*** Excellence Fund III Gopalkrishna Mangalore India Business 11,239 Cash 10 13,347.00 Kini Excellence Fund III Dr. Chandrasekhar India Business 11,239 Cash 10 13,347.00 Bhaskaran Nair* Excellence Fund III Nileshwar Damodar India Business 11,239 Cash 10 13,347.00 Prabhu Excellence Fund III June 22, Ashish Kacholia India Business 716 Cash 10 13,347.00 2021 Excellence Fund III M. Ganesh Kamath India Business 1,600 Cash 10 13,347.00 Excellence Fund III Abdul Qadir Mohamed India Business 3,746 Cash 10 13,347.00 Theruvath Excellence Fund III Shaheeda Abdul Kader India Business 7,492 Cash 10 13,347.00 Excellence Fund III June 10, India Business Excellence Mahendra Fulchand (18,350) Cash 1 5,450.00 2025 Fund III Sundesha India Business Excellence Padam Kumar Agarwala (18,350) Cash 1 5,450.00 Fund III June 11, India Business Excellence D B Bandodkar and Sons (18,350) Cash 1 5,450.00 2025 Fund III Private Limited India Business Excellence Matrix Clothing Private (18,350) Cash 1 5,450.00 Fund III Limited June 17, India Business Excellence Agra-Gwalior Pathways (18,350) Cash 1 5,450.00 2025 Fund III Private Limited India Business Excellence Ramakrishnan (9,175) Cash 1 5,450.00 Fund III Ramamurthi India Business Excellence Baid Techventures LLP (9,175) Cash 1 5,450.00 Fund III India Business Excellence Gurmeetsingh Santsingh (18,350) Cash 1 5,450.00 Fund III Vasan July 9, 2025 India Business Excellence Nagesh Maganlal Patel ( 1 8 , 3 5 0 ) Cash 1 5,450.00 Fund III India Business Excellence Dover Commercials (18,350) Cash 1 5,450.00 Fund III Private Limited India Business Excellence Unthinkable Solutions (9,175) Cash 1 5,450.00 Fund III LLP July 10, India Business Excellence Unmaj Corporation LLP ( 2 7 , 5 2 5 ) Cash 1 5,450.00 2025 Fund III V Sciences Investments Pte Ltd September Exxora Trading LLP V Sciences Investments 9,776 Cash 10 32,742.39 23, 2022 Pte. Ltd. M.A. Usha Rani V Sciences Investments 12,842 Cash 10 32,742.39 Pte. Ltd. M.A. Rohit V Sciences Investments 4,273 Cash 10 32,742.39 Pte. Ltd. M.A. Sharath V Sciences Investments 4,273 Cash 10 32,742.39 Pte. Ltd. J. Guru Dutt** V Sciences Investments 21,397 Cash 10 32,742.39 Pte. Ltd. Gopalakrishna V Sciences Investments 21,397 Cash 10 32,742.39 Sampathgiri*** Pte. Ltd. Gopalkrishna Mangalore V Sciences Investments 21,397 Cash 10 32,742.39 Kini Pte. Ltd. M. Ganesh Kamath V Sciences Investments 873 Cash 10 32,742.39 Pte. Ltd. Nileshwar Damodar V Sciences Investments 21,397 Cash 10 32,742.39 Prabhu Pte. Ltd. 108Date of Face Transfer Allotment / Number of Nature of value per price per Transfer / Name of transferor Names of transferee equity shares considera equity equity Transmissi transferred tion share (₹) share (₹) on Anilkumar Agarwal V Sciences Investments 9,260 Cash 10 32,742.39 Pte. Ltd. Narendrakumar Agarwal V Sciences Investments 15,490 Cash 10 32,742.39 Pte. Ltd. Ashish Kacholia V Sciences Investments 3,617 Cash 10 32,742.39 Pte. Ltd. Manojkumar Agarwal V Sciences Investments 6,229 Cash 10 32,742.39 Pte. Ltd. September Dr. Chandrasekhar V Sciences Investments 21,397 Cash 10 32,742.39 26, 2022 Bhaskaran Nair* Pte. Ltd. December 2, Abdul Qadir Mohamed V Sciences Investments 2,175 Cash 10 32,742.39 2022 Theruvath Pte. Ltd. Shaheeda Abdul Kader V Sciences Investments 4,350 Cash 10 32,742.39 Pte. Ltd. March 20, Sujay Limited V Sciences Investments 6,960 Cash 10 32,742.39 2023 Pte. Ltd. Chewbacca Services V Sciences Investments 6,960 Cash 10 32,742.39 Limited Pte. Ltd. * Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder ** Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. *** Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. ^Our Board pursuant to its resolution dated July 24, 2023, approved transmission of 30,572 equity shares of ₹ 10 each, 61,147 equity shares of ₹ 10 each and 30,572 equity shares of ₹ 10 each to Gopalkrishna Mangalore Kini, Sangeetha M. Kini and Shruthi G Kini, following the demise of Nileshwar Damodar Prabhu. #Our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP. Further, as on the date of this Draft Red Herring Prospectus, except for Anita Angela Chandrasekhar (who jointly holds Equity Shares with Dr. Chandrasekhar Bhaskaran Nair), none of the members of the Promoter Group (apart from our Promoters) hold Equity Shares in our Company. 2. Shares issued for consideration other than cash or out of revaluation reserves or by way of a bonus issue Our Company has not issued any shares out of its revaluation reserves. Except as set forth below, our Company has not issued any shares for consideration other than cash or as a bonus issue: Issue Number price Benefits Face Date of Reason / nature of of equity per accrued to Details of allottees value allotment allotment shares equity our (₹) allotted share Company (₹) January Allotment pursuant 1,662 equity shares to N.D. Prabhu, 1 11,608 10 N.A. Pursuant to the 20, 2017 to scheme of equity share to Jayanthi D. Prabhu, 919 scheme of amalgamation equity shares to M.A. Usha Rani, 355 amalgamation, equity shares to M.A. Sharath, 495 equity Bigtec was shares to M.A. Rohit, 1,661 equity shares merged into to J. Guru Dutt and Sandhya Guru Dutt, our Company 1,661 equity shares jointly to B. Chandrasekhar and Anita Chandrasekhar, 1,661 equity shares to G. Sampathgiri and Jayashree Sampathgiri, 1,660 equity shares to G.M. Kini, 1 equity share to Sangeetha M. Kini, 84 equity shares to Vivek Devraj, 110 equity shares to Anilkumar Agarwal, 184 equity shares to Narendrakumar Agarwal, 74 equity shares to Manojkumar Agarwal, 123 equity 109Issue Number price Benefits Face Date of Reason / nature of of equity per accrued to Details of allottees value allotment allotment shares equity our (₹) allotted share Company (₹) shares to Ashish Kacholia, 45 equity shares to M. Ganesh Kamath, 282 equity shares to Sujay Limited, 282 equity shares to Chewbacca Services Limited, 116 equity shares to Abdul Qadir Mohamed Theruvath and 232 equity shares to Shaheeda Abdul Kader. July 29, Bonus issue in the 37,190,080 Equity Shares to Exxora 90,207,800 1 N.A. N.A. 2025 ratio of 4:1 Trading LLP, 3,720 Equity Shares to Jayanthi D. Prabhu, 2,615,240 Equity Shares to M.A.Usha Rani, 1,042,840 Equity Shares to M.A. Sharath, 1,560,640 Equity Shares to M.A. Rohit, 4,851,180 Equity Shares to J.Guru Dutt and Sandhya Guru Dutt, 4,887,880 Equity Shares to B.Chandrasekhar and Anita Chandrasekhar, 4,887,880 Equity Shares to G.Sampathgiri and Jayshree Sampathgiri, 6,070,340 Equity Shares to G.M.Kini, 2,449,600 Equity Shares to Sangeetha M Kini, 1,186,180 Equity Shares to Shruthi G Kini, 313,200 Equity Shares to Vivek Devaraj, 39,760 Equity Shares to Anilkumar Agarwal, 66,480 Equity Shares to Narendrakumar Agarwal, 26,760 Equity Shares to Manojkumar Agarwal, 285,320 Equity Shares to Ashish Kacholia, 68,880 Equity Shares to M. Ganesh Kamath, 773,080 Equity Shares to Sujay Limited, 773,080 Equity Shares to Chewbacca Services Limited, 195,680 Equity Shares to Abdul Qadir Mohamed Theruvath, 391,360 Equity Shares to Shaheeda Abdul Kader, 11,421,400 Equity Shares to India Business Excellence Fund III, 8,056,120 Equity Shares to V Sciences Investments Pte Limited, 61,400 Equity Shares to G. Shankar, 73,400 Equity Shares to Mahendra Fulchand Sundesha, 73,400 Equity Shares to D B Bandodkar And Sons Private Limited, 73,400 Equity Shares to Matrix Clothing Private Limited, 73,400 Equity Shares to Padam Kumar Agarwala, 73,400 Equity Shares to Agra-Gwalior Pathways Private Limited, 36,700 Equity Shares to Ramakrishnan Ramamurthi, 36,700 Equity Shares to Baid Techventures LLP, 73,400 Equity Shares to Gurmeetsingh Santsingh Vasan, 110,100 Equity Shares to Unmaj Corporation LLP, 73,400 Equity Shares to Dover Commercials Private Limited, 73,400 Equity Shares to P P Suppliers & Agencies Private Limited, 36,700 Equity Shares to Unthinkable Solutions LLP, 73,400 Equity Shares to Nagesh Maganlal Patel, 72,200 Equity Shares to Sudhindar Krishan Khanna and 36,700 Equity Shares to Navin Mahavirprasad Dalmia. 1103. Preference shares Our Company does not have any outstanding preference shares as on the date of filing of this Draft Red Herring Prospectus. 4. Equity shares allotted in terms of any schemes of arrangement Except as disclosed below, our Company has not allotted any Equity Shares in terms of any scheme approved under Sections 391 - 394 of the Companies Act, 1956 or Sections 230 - 234 of the Companies Act, 2013. Issue Number price Face Date of Reason / nature of of equity per Nature of Details of allottees value allotment allotment shares equity consideration (₹) allotted share (₹) January 20, Allotment pursuant to 1,662 equity shares to N.D. Prabhu, 1 11,608 10 N.A. N.A. 2017 scheme of equity share to Jayanthi D. Prabhu, 919 amalgamation equity shares to M.A. Usha Rani, 355 equity shares to M.A. Sharath, 495 equity shares to M.A. Rohit, 1,661 equity shares to J. Guru Dutt and Sandhya Guru Dutt, 1,661 equity shares jointly to B. Chandrasekhar and Anita Chandrasekhar, 1,661 equity shares to G. Sampathgiri and Jayashree Sampathgiri, 1,660 equity shares to G.M. Kini, 1 equity share to Sangeetha M. Kini, 84 equity shares to Vivek Devraj, 110 equity shares to Anilkumar Agarwal, 184 equity shares to Narendrakumar Agarwal, 74 equity shares to Manojkumar Agarwal, 123 equity shares to Ashish Kacholia, 45 equity shares to M. Ganesh Kamath, 282 equity shares to Sujay Limited, 282 equity shares to Chewbacca Services Limited, 116 equity shares to Abdul Qadir Mohamed Theruvath and 232 equity shares to Shaheeda Abdul Kader. 5. Equity Shares allotted at a price lower than the Offer Price in the last year The Offer Price shall be determined by our Company, in consultation with the BRLMs in accordance with the SEBI ICDR Regulations, after the Bid / Offer Closing Date. Except for the bonus issue undertaken by our Company on July 29, 2025, our Company has not issued any Equity Shares at a price which may be lower than the Offer Price, during the period of one year preceding the date of this Draft Red Herring Prospectus. For further details, see “- Equity share capital history of our Company” on page 102. 6. Details of shareholding of our Promoters and members of the Promoter Group in the Company (i) Equity shareholding of the Promoters As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 52,597,450 Equity Shares of face value of ₹ 1 each, equivalent to 46.65% of the issued, subscribed and paid-up Equity Share capital of our Company, as set forth in the table below: 111Pre-Offer Equity Share Capital Post-Offer Equity Share Capital* Number of Percentage of Number of Percentage of S. No. Name of the Promoter# Equity Shares total Equity Shares total of face value of shareholding of face value of shareholding ₹ 1 each (%) ₹ 1 each (%) 1. Dr. Chandrasekhar Bhaskaran 6,109,850 5.42 [●] [●] Nair^ 2. Exxora Trading LLP 46,487,600 41.23 [●] [●] Total 52,597,450 46.65 [●] ^Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. #Except for Dr. Chandrasekhar Bhaskaran Nair (who jointly holds Equity Shares with Anita Angela Chandrasekhar) and Exxora Trading LLP, none of our other Promoters hold Equity Shares in our Company. However, our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP, which holds Equity Shares in our Company. *Subject to finalisation of Basis of Allotment. (ii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring Prospectus. (iii) Build-up of the Promoters’ shareholding in our Company The build-up of the Equity Shareholding of our Promoters since the incorporation of our Company is set forth in the table below: Date of Percentage Percentage Allotment / of pre- of post- Face Issue Price / Transfer / Number of Offer Offer value per Transfer Price Transmission Nature of transaction equity equity equity equity per equity share shares share share share (₹) (₹) capital** capital (%) (%) (A) Dr. Chandrasekhar Bhaskaran Nair*^ January 20, 2017 Allotment pursuant to 1,661 10 N.A. 0.01 [●] scheme of amalgamation April 30, 2019 Rights issue 153,172 10 10.00 1.36 [●] January 11, 2021 Transfer to India (11,239) 10 13,347.00 (0.10) [●] Business Excellence Fund III September 26, Transfer to V Sciences (21,397) 10 32,742.39 (0.19) [●] 2022 Investments Pte Ltd Each equity share of face value of ₹ 10 each of our Company was sub-divided to 10 Equity Shares of face value of ₹ 1 each, pursuant to the resolutions passed by our Board and Shareholders in their respective meetings held on July 5, 2024 and July 10, 2024. July 29, 2025 Bonus issue in the ratio 4,887,880 1 N.A. 4.33 [●] of 4:1 Sub-total (A) 6,109,850* 5.42 [●] (B) Exxora Trading LLP^ July 21, 2011 Transfer from Deepak 10 10 10.00 Negligible^^ [●] Tripathi 10 10 10.00 Negligible^^ [●] 3,350 10 10.00 0.03 [●] 1,670 10 10.00 0.01 [●] Transfer from Sriram 10 10 10.00 Negligible^^ [●] Natarajan 3,350 10 10.00 0.03 [●] 1,680 10 10.00 0.01 [●] April 30, 2019 Rights issue 8.24 929,548 10 10.00 [●] January 22, 2020 Transfer to India (100) 10 2,500.00 Negligible^^ [●] Business Excellence Fund III September 22, Transfer to V Sciences (9,776) 10 32,742.39 (0.09) [●] 2022 Investments Pte Ltd Each equity share of face value of ₹ 10 each of our Company was sub-divided to 10 Equity Shares of face value of ₹ 1 each, pursuant to the resolutions passed by our Board and Shareholders in their respective meetings held on July 5, 2024 and July 10, 2024. 112Date of Percentage Percentage Allotment / of pre- of post- Face Issue Price / Transfer / Number of Offer Offer value per Transfer Price Transmission Nature of transaction equity equity equity equity per equity share shares share share share (₹) (₹) capital** capital (%) (%) July 29, 2025 Bonus issue in the ratio 37,190,080 1 N.A. 32.98 [●] of 4:1 Sub-total (B) 46,487,600 41.23 [●] Grand Total (A)+(B) 52,597,450 46.65 [●] *Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, a member of the Promoter Group, Dr. Chandrasekhar Bhaskaran Nair being the first holder. ** Percentage of pre-Offer equity share capital has been adjusted for the subdivision of each equity share of face value of ₹ 10 each of our Company to 10 Equity Shares of face value of ₹ 1 each, pursuant to the resolutions passed by our Board and Shareholders in their respective meetings held on July 5, 2024 and July 10, 2024. ^Except for Dr. Chandrasekhar Bhaskaran Nair (who jointly holds Equity Shares with Anita Angela Chandrasekhar) and Exxora Trading LLP, none of our other Promoters hold Equity Shares in our Company. However, our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP. ^^ Negligible denotes less than 0.01%. (iv) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or acquisition, as applicable, of such Equity Shares. (v) As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged or otherwise encumbered. (vi) Equity shareholding of the Promoter Group As on the date of this Draft Red Herring Prospectus, other than our Promoters and except for Anita Angela Chandrasekhar, one of the members of the Promoter Group who jointly holds Equity Shares with Dr. Chandrasekhar Bhaskaran Nair, none of the members of our Promoter Group hold any Equity Shares of our Company. (vii) None of the members of the Promoter Group, the Directors of our Company, nor any of their respective relatives have purchased or sold any securities of our Company during the period of six months immediately preceding the date of this Draft Red Herring Prospectus. (viii) There have been no financing arrangements whereby the members of the Promoter Group, our Directors, or their relatives have financed the purchase by any other person of securities of our Company during a period of six months immediately preceding the date of this Draft Red Herring Prospectus. (ix) Details of minimum Promoters’ contribution locked in for three years or any other period as may be prescribed under applicable law Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum promoters’ contribution and locked-in for a period of three years or any other period as may be prescribed under applicable law, from the date of Allotment (“Promoter’s Contribution”). Our Promoters’ shareholding in excess of 20% shall be locked in for a period of one year from the date of the Allotment. As on the date of this Draft Red Herring Prospectus, our Promoters hold 52,597,450 Equity Shares of face value of ₹ 1 each, constituting 46.65% of our Company’s issued, subscribed and paid-up Equity Share capital, all of which are eligible for Promoters’ Contribution. Our Promoters have given their consent, to include such number of Equity Shares held by them, in aggregate, as may constitute 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoter’s Contribution. Our Promoters have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Promoters’ Contribution from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations. The details of Equity Shares held by our Promoters, which will be locked-in for minimum Promoters’ Contribution for a period of three years, from the date of Allotment as Promoters’ Contribution are as 113provided below: Number of Percentage equity Face of the post- Date of Issue / acquisition Name of the shares of value per Nature of Offer paid- allotment/ price per Equity Promoter face value equity allotment up Equity transfer# Share (₹) of ₹ 1 each share (₹) Share locked-in** capital (%) [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] Total [●] [●] [●] [●] [●] [●] Note: To be updated at the Prospectus stage. #Equity Shares were fully paid-up on the date of allotment / acquisition. **Subject to finalisation of Basis of Allotment. (x) The Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. In particular, these Equity Shares do not and shall not consist of: (a) Equity Shares acquired during the three years preceding the date of this Draft Red Herring Prospectus (i) for consideration other than cash and revaluation of assets or capitalisation of intangible assets, or (ii) as a result of bonus shares issued by utilisation of revaluation reserves or unrealised profits of our Company or from bonus issue against Equity Shares which are otherwise in-eligible for computation of Promoters’ Contribution; (b) Equity Shares acquired during the one year preceding the date of this Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares are being offered to the public in the Offer; and (c) Equity Shares held by the Promoters that are subject to any pledge or any other form of encumbrance. Further, our Company has not been formed by the conversion of a partnership firm or a limited liability partnership firm into a company in the preceding one year and hence, no Equity Shares have been issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or a limited liability partnership firm. (xi) Details of share capital locked-in for six months or any other period as may be prescribed under applicable law In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our Company (other than the Promoters’ contribution and additional Promoter shareholding detailed above, which will be locked-in for a period of three years and one year from the date of Allotment, respectively) will be locked-in for a period of six months from the date of Allotment or any other period as may be prescribed under applicable law, except for (i) the Equity Shares offered by the Selling Shareholders pursuant to the Offer for Sale; and (ii) any Equity Shares that may be allotted to eligible employees of the Company, whether currently employees or not (or such persons as permitted under the SEBI SBEB & SE Regulations or the ESOP Scheme) pursuant to any options that may be granted under the ESOP Scheme. Further, in terms of Regulation 17 of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund or alternative investment fund of category I or category II or a foreign venture capital investor shall not be locked-in for a period of six months from the date of Allotment, provided that such Equity Shares shall be locked-in for a period of at least six months from the date of purchase by the venture capital fund or alternative investment fund of category I or category II or foreign venture capital investor. Accordingly, since (a) a period of more than six months has lapsed from the date of purchase of Equity Shares by India Business Excellence Fund III; and (b) India Business Excellence Fund III, is a Category II AIF, registered with SEBI, the Equity Shares held by India Business Excellence Fund III following the Offer, will not be required to be locked-in for a period of six months from the date of Allotment. As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant Depository. In terms of Regulation 22 of the 114SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in, may be transferred to Promoters or members of the Promoter Group or to any new Promoters, subject to continuation of lock-in in the hands of the transferees for the remaining period and compliance with provisions of the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The Equity Shares held by persons other than our Promoters and locked-in for a period of six months from the date of Allotment in the Offer or any other period as may be prescribed under applicable law, may be transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the lock-in the hands of the transferee for the remaining period and compliance with the provisions of the SEBI Takeover Regulations. In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled commercial banks or public financial institutions or NBFC-SI or housing finance companies, subject to the following: (i) with respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of the Equity Shares must be one of the terms of the sanction of the loan; and (ii) with respect to the Equity Shares locked-in as Minimum Promoters’ Contribution for 18 months from the date of Allotment, the loan must have been granted to our Company for the purpose of financing one or more of the objects of the Offer, and the pledge of such Equity Shares must be one of the terms of the sanction of the loan. However, such lock-in will continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant to such invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period stipulated above. (xii) Lock-in of Equity Shares Allotted to Anchor Investors 50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment. [Remainder of the page is intentionally left blank] 1157. Shareholding Pattern of our Company The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus: Number of Shareholdin Number of Equity Shares Number of Voting Rights held in g as a % Locked in pledged or each class of securities assuming Shareholdin Equity Shares otherwise (IX) full g as a % of Number of (XII) encumbered conversion Numbe Total total Equity (XIII) Number of Number of Number of r of of shares number of number of Number of voting rights Shares convertible Equity Category of fully paid Partly Equity shares Underlying Categor Number of underlyin securities (as Shares held Shareholde up Equity paid-up Shares (calculated Outstanding As a As a y Shareholder g a percentage in r Shares Equity held as per convertible % of % of (I) s (III) Depositor Total of diluted dematerializ (II) held Shares (VII) SCRR, securities total total y Receipts Class as a % Equity ed form (IV) held =(IV)+(V) 1957) Class e.g.: (including Numbe Equit Number Equit (VI) e.g.: of Share (XIV) (V) + (VI) As a % of Equity Total Warrants) r (a) y (a) y Other (A+B+ capital) (A+B+C2) Shares (X) Share Share s C) (XI)= (VIII) s held s held (VII)+(X) As (b) (b) a % of (A+B+C2) (A) Promoter 2 52,597,45 Nil Nil 52,597,45 46.65% 52,597,45 Nil 52,597,4 46.65 Nil 46.65% Nil Nil Nil Nil 52,597,450 and 0 0 0 50 % Promoter Group (B) Public 37 60,162,30 Nil Nil 60,162,30 53.35% 60,162,30 Nil 60,162,3 53.35 Nil 53.35% Nil Nil Nil Nil 60,162,300 0 0 0 00 % (C) Non Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Promoter- Non Public (C)(1) Shares Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil underlying DRs (C)(2) Shares held Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil by Employee Trusts Total 39 112,759,7 Nil Nil 112,759,7 100.00% 112,759,7 Nil 112,759, 100.00 Nil 100.00% Nil Nil Nil Nil 112,759,750 (A)+(B)+(C 50 50 50 750 % ) 1168. As on the date of this Draft Red Herring Prospectus, our Company has 39 Equity Shareholders. 9. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company Except for Dr. Chandrasekhar Bhaskaran Nair, who holds 6,109,850* Equity Shares of face value of ₹ 1 each, equivalent to 5.42% of the issued, subscribed and paid-up Equity Share capital of our Company, none of our Directors, Key Managerial Personnel or Senior Management hold any Equity Shares. However, our Directors, Sriram Natarajan and Sangeetha Sriram, and our SMP, Shiva Sriram, are designated partners in Exxora Trading LLP, which holds Equity Shares in our Company. *Jointly held with Anita Angela Chandrasekhar. For further details, see “Our Management” on page 228. 10. Details of equity shareholding of the major Shareholders of our Company The list of our major Shareholders and the number of Equity Shares held by them is provided below: a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company, as on the date of filing this Draft Red Herring Prospectus are set forth below: Number of Equity Percentage of the pre-Offer S. No. Name of the Shareholder Shares of face value of Equity Share capital (%) ₹ 1 each held 1. Exxora Trading LLP 46,487,600 41.23 2. India Business Excellence Fund IIII 14,276,750 12.66 3. V Sciences Investments Pte. Ltd 10,070,150 8.93 4. Gopalkrishna Mangalore Kini 7,587,925 6.73 5. Dr. Chandrasekhar Bhaskaran Nair(1) 6,109,850 5.42 6. Gopalakrishna Sampathgiri (2) 6,109,850 5.42 7. J. Guru Dutt(3) 6,063,975 5.38 8. M.A. Usha Rani 3,269,050 2.90 9. Sangeetha M Kini 3,062,000 2.72 10. M.A. Rohit 1,950,800 1.73 11. Shruthi G Kini 1,482,725 1.31 12. M.A. Sharath 1,303,550 1.16 Total 107,774,225 95.59 (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company, as of 10 days prior to the date of this Draft Red Herring Prospectus are set forth below: Number of Equity Percentage of the pre-Offer S. No. Name of the Shareholder Shares of face value of Equity Share capital (%) ₹ 1 each held 1. Exxora Trading LLP 46,487,600 41.23 2. India Business Excellence Fund IIII 14,276,750 12.66 3. V Sciences Investments Pte. Ltd 10,070,150 8.93 4. Gopalkrishna Mangalore Kini 7,587,925 6.73 5. Dr. Chandrasekhar Bhaskaran Nair(1) 6,109,850 5.42 6. Gopalakrishna Sampathgiri (2) 6,109,850 5.42 7. J. Guru Dutt(3) 6,063,975 5.38 8. M.A. Usha Rani 3,269,050 2.90 9. Sangeetha M Kini 3,062,000 2.72 10. M.A. Rohit 1,950,800 1.73 11. Shruthi G Kini 1,482,725 1.31 12. M.A. Sharath 1,303,550 1.16 Total 107,774,225 95.59 Note: Details as on August 12, 2025, being the date 10 days prior to the date of this Draft Red Herring Prospectus. (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder.(2) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. c) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company, on a fully diluted basis, as of the date one year prior to the date of this Draft Red Herring Prospectus are set forth below: Number of equity Percentage of the equity S. No. Name of the Shareholder shares of face value of share capital on a fully ₹ 1 each held diluted basis (%) 1. Exxora Trading LLP 9,297,520 41.23 2. India Business Excellence Fund IIII 3,057,200 13.56 3. V Sciences Investments Pte. Ltd 2,014,030 8.93 4. Gopalkrishna Mangalore Kini 1,526,760 6.77 5. Dr. Chandrasekhar Bhaskaran Nair(1) 1,221,970 5.42 6. J. Guru Dutt(2) 1,221,970 5.42 7. Gopalakrishna Sampathgiri(3) 1,221,970 5.42 8. M.A. Usha Rani 660,810 2.93 9. Sangeetha M Kini 612,400 2.72 10. M.A. Rohit 396,210 1.76 11. Shruthi G Kini 305,720 1.36 12. M.A. Sharath 265,710 1.18 Total 21,802,270 96.70 Note: Details as on August 22, 2024, being the date one year prior to the date of this Draft Red Herring Prospectus. (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. d) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company on a fully diluted basis, as of the date two years prior to the date of this Draft Red Herring Prospectus are set forth below: Number of equity Percentage of the equity S. No. Name of the Shareholder shares of face value of share capital on a fully ₹ 10 each held diluted basis (%) 1. Exxora Trading LLP 929,752 41.23 2. India Business Excellence Fund – IIII 305,720 13.56 3. V Sciences Investments Pte. Ltd 201,403 8.93 4. Gopalkrishna Mangalore Kini 152,676 6.77 5. Dr. Chandrasekhar Bhaskaran Nair(1) 122,197 5.42 6. J. Guru Dutt(2) 122,197 5.42 7. Gopalakrishna Sampathgiri(3) 122,197 5.42 8. M.A. Usha Rani 66,081 2.93 9. Sangeetha M Kini 61,240 2.72 10. M.A. Rohit 39,621 1.76 11. Shruthi G Kini 30,572 1.36 12. M.A. Sharath 26,571 1.18 Total 2,180,227 96.70 Note: Details as on August 22, 2023, being the date two years prior to the date of this Draft Red Herring Prospectus. (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. 11. Except for the Allotment of Equity Shares pursuant to (i) the Fresh Issue; and (ii) the exercise of any employee stock options under the ESOP Scheme, there will be no further issuance of specified securities whether by way of public issue, rights issue, preferential issue, qualified institutions placement, bonus issue or in any other manner during the period commencing from the date of filing of this Draft Red Herring Prospectus with SEBI, until the listing of the Equity Shares on the Stock Exchanges or the refund of application monies, as the case may be. 11812. Except for (i) the Allotment of Equity Shares pursuant to the Fresh Issue; and (ii) the exercise of any employee stock options that may be granted under the ESOP Scheme, there is no proposal or intention or negotiations or consideration by our Company to alter our capital structure by way of split or consolidation of the denomination of the shares or issue of specified securities on a preferential basis or issue of bonus or rights issue or further public offer of specified securities within a period of six months from the Bid / Offer Opening Date. 13. ESOP schemes As on the date of this Draft Red Herring Prospectus, except as mentioned below, our Company does not have any active employee stock option plan. Molbio Diagnostics Limited - Employee Stock Option Plan 2025 (the “ESOP Scheme”) Our Company adopted the ESOP Scheme pursuant to resolutions passed by our Board on August 22, 2025, and by our Shareholders on August 22, 2025. The objective of the ESOP Scheme is to incentivize key employees for their association with our Company and its Subsidiaries, reward their high performance, motivate them to contribute to our growth, and to enable them to create wealth in future. The aggregate number of Equity Shares which may be issued under the ESOP Scheme is 2,819,000. The ESOP Scheme has been instituted in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. In terms of the ESOP Scheme, employee stock options granted under the ESOP scheme will vest over a minimum period of three years from the date of grant of such employee stock options. Further, subject to certain conditions, employees can exercise vested options within the exercise period, which shall be subject to a maximum period of four years commencing from the date of completion of the vesting period As on the date of this Draft Red Herring Prospectus, no options have been granted under the ESOP Scheme, as certified by B.B. & Associates, Chartered Accountants by way of their certificate dated August 22, 2025. 14. No person connected with the Offer, including, but not limited to, our Company, the Selling Shareholders, the members of the Syndicate, our Promoters, the members of our Promoter Group or our Directors, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer. 15. Except for Exxora Trading LLP and Dr. Chandrasekhar Bhaskaran Nair (who jointly holds Equity Shares with Anita Angela Chandrasekhar), who are offering Equity Shares in the Offer for Sale, none of our Promoters or members of our Promoter Group will participate in the Offer. However, our Promoters, Sriram Natarajan, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram are designated partners in Exxora Trading LLP, which holds Equity Shares in our Company. 16. The BRLMs and persons related to the BRLMs or Syndicate Members cannot apply in the Offer under the Anchor Investor Portion, except for Mutual Funds sponsored by entities which are associates of the BRLMs, or insurance companies promoted by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of the BRLMs, a FPI (other than individuals, corporate bodies and family offices) which are associates of the BRLMs or pension funds sponsor by entities which are associates of the BRLMs. 17. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which would entitle any person any option to receive Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus. 18. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the Stock Exchanges within 24 hours of such transactions. 19. The Promoters and members of our Promoter Group will not receive any proceeds from the Offer, except to the extent of their participation in the Offer for Sale. 20. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless otherwise permitted by law. 11921. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. 22. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation of up to ₹ 0.50 million), shall be added to the Net Offer. 23. Our Company, the Promoters, members of the Promoter Group, the Directors and the BRLMs have not entered into buy-back arrangements and/or any other similar arrangements for the purchase of Equity Shares being offered through the Offer. 24. All Equity Shares issued or transferred pursuant to the Offer shall be fully paid-up at the time of Allotment and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus. 25. Except for the Equity Shares held by the India Business Excellence Fund III (for further details, see “- Notes to the Capital Structure – Equity share capital history of our Company” and “- Notes to the Capital Structure - Secondary transactions by the Promoters and Selling Shareholders” on pages 102 and 106, respectively), which is an associate of Motilal Oswal, none of the Book Running Lead Managers or their associates, hold any Equity Shares as on the date of this Draft Red Herring Prospectus. Accordingly, in compliance with proviso to Regulation 21A (1) of the SEBI (Merchant Bankers) Regulations, 1992, as amended and Regulation 23(3) of the SEBI ICDR Regulations, Motilal Oswal would be involved only in the marketing of the Offer. The BRLMs and their affiliates may engage in the transactions with and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company for which they may in the future receive customary compensation. 120OBJECTS OF THE OFFER The Offer comprises of a Fresh Issue of up to [●] Equity Shares of face value ₹ 1 each, aggregating up to ₹ 2,000.00 million by our Company and an Offer for Sale of up to 12,556,000 Equity Shares of face value ₹ 1 each, aggregating up to ₹ [●] million by the Selling Shareholders. For details, please see “Summary of the Offer Document” and “The Offer” on pages 28 and 85, respectively. Offer for Sale Each of the Selling Shareholders will receive their respective portion of the proceeds from the Offer for Sale after deducting their portion of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale by the Selling Shareholders and the proceeds from the Offer for Sale will not form part of the Net Proceeds. For further details, see “– Offer expenses” on page 129. Net Proceeds The details of the proceeds from the Fresh Issue are summarized in the following table: (₹ in million) Particulars Estimated amount Gross proceeds from the Fresh Issue Up to ₹ 2,000.00 (Less) Offer related expenses in relation to the Fresh Issue(1) ₹ [●] Net Proceeds(1) ₹ [●] (1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. See “– Offer Expenses” on page 129. Fresh Issue Our Company proposes to utilise the Net Proceeds from the Fresh Issue towards funding the following objects: 1. Funding capital expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space, 2. Funding capital expenditure towards the purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit, and 3. General corporate purposes (Collectively, referred to herein as the “Objects”) In addition, our Company expects to receive the benefits of listing of Equity Shares on the Stock Exchanges including enhancing our visibility and our brand image among our existing and potential customers and creating a public market for our Equity Shares in India. The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of Association, enable our Company to undertake our existing business activities and the activities for which funds are being raised by us through the Fresh Issue. We confirm that the activities which we have been carrying out till date are in accordance with the objects clause of our Memorandum of Association. 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 set forth below: (₹ in million) Particulars Total Amount Amount which Estimated deployment of Net Proceeds in estimated deployed as will be financed Fiscal 2026 Fiscal 2027 Fiscal 2028 cost(1) on August from Net 15, 2025 Proceeds(4) Funding capital 1,180.75(2) Nil 993.68 102.62 689.47 201.60 expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space 121Particulars Total Amount Amount which Estimated deployment of Net Proceeds in estimated deployed as will be financed Fiscal 2026 Fiscal 2027 Fiscal 2028 cost(1) on August from Net 15, 2025 Proceeds(4) Funding capital 790.39 Nil 735.93 18.21 717.72 Nil expenditure towards the purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit General corporate [●] Nil [●] [●] [●] [●] purposes (3) Net Proceeds (3) [●] [●] [●] [●] [●] [●] (1) Inclusive of estimated GST and other applicable taxes. (2) Total estimated cost as per the Project Report. (3) 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. (4) Exclusive of estimated GST and other applicable taxes which shall be met from internal accruals. The aforesaid fund requirements, deployment of funds and the intended use of the Net Proceeds as described in this Draft Red Herring Prospectus are based on our current business plan, management estimates, prevailing market conditions, current circumstances of our business and other commercial considerations, which are subject to change and may not be within the control of our management. However, such fund requirements and deployment of funds have not been appraised by any external agency or any bank or financial institution or any other independent agency. See “Risk Factors – The objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the proposed utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval” on page 54. Given the nature of our business, we may have to revise our funding requirements and deployment, as required, on account of a variety of factors such as our financial and market condition, our business and growth strategies, competitive landscape, general factors affecting our results of operations, financial condition and access to capital and other external factors such as changes in the business or regulatory environment and interest or exchange rate fluctuations. This may entail rescheduling or revising the proposed utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion of our management, subject to compliance with applicable laws. Subject to applicable law, if the actual utilisation towards any of the Objects is lower than the proposed deployment, such balance will be used for funding other existing Objects, if necessary and/or towards general corporate purposes to the extent that the total amount to be utilized towards general corporate purposes will not exceed 25% of the Gross Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations. Subject to applicable law, in case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total estimated cost of the Objects, business considerations may require us to explore a range of options including utilising our internal accruals and seeking additional debt from existing and future lenders. Further, in case of variation in the actual utilisation of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in the Offer. To the extent our Company is unable to utilise any portion of the Net Proceeds towards the aforementioned Objects, as per the estimated scheduled of deployment specified above, our Company shall deploy the Net Proceeds in subsequent Fiscal towards the aforementioned Objects. See “Risk Factors – We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space, and purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit. Our inability to successfully undertake such capital expenditure within the estimated cost could have a material adverse effect on our business, operations, prospects or financial results” on page 53. Our Statutory Auditors have provided no assurance or services related to any prospective financial information. Means of Finance The entire fund requirements for our Objects are proposed to be funded from the Net Proceeds and internal accruals. Accordingly, we confirm that there are no requirements to make firm arrangements of finance as stipulated under Regulation 7(1)(e) of the SEBI ICDR Regulations and Paragraph 9(C)(1) of Part A of Schedule VI of the SEBI ICDR Regulations, through verifiable means towards at least 75% of the stated means of finance, in addition to the Net Proceeds to be raised from the Fresh Issue and existing identifiable internal accruals, as prescribed under the SEBI ICDR Regulations. 122Details of the Objects 1. Funding capital expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space Our Company proposes to utilise an amount of up to ₹ 993.68 million from the Net Proceeds for funding the capital expenditure towards the setting up of the necessary infrastructure to house (i) our research and development facility, (ii) our proposed Center of Excellence (“COE”) (i.e. a facility to support innovators working in the diagnostic/ medical technology field. For further details, see “Our Business – Our Strategies” on page 195), and (iii) connected office spaces for our employees and consultants (the “Project”). The proposed capital expenditure has been approved by our Board pursuant to its resolution dated August 22, 2025. Upon completion of the Project, our Company intends to transfer the existing equipment from our existing R&D Unit to the facility being set up pursuant to the Project, and the research and development facility will be used by our wholly-owned Subsidiary, Bigtec. We undertake R&D activities through our wholly-owned Subsidiary, Bigtec with whom our Company has entered into an agreement for license of intellectual property and technical collaboration dated August 1, 2011 (“Agreement”) read with the addendum to the Agreement dated July 31, 2017 and as amended by the amendment agreements dated September 22, 2017, and January 21, 2020, pursuant to which Bigtec has granted our Company an unconditional, irrevocable, exclusive, transferable, royalty bearing, worldwide and unlimited right to use and exploit the intellectual property rights, including patents relating to micro-PCR technology for detection of diseases across a spectrum of diseases, which is continuously being upgraded by Bigtec. For further details, see “History and Certain Corporate Matters – Other material agreements” on page 220. As such, Bigtec acts as the innovation hub, focusing on the development of new products and solutions. Our Company then leverages the outcome of this research to drive its business strategy, commercialization, and market presence. Our existing R&D Unit and the upcoming COE is currently housed in a rented facility. To address the limitations associated with operating a rented facility and support our long-term innovation goals, our Company proposes to undertake the Project on land acquired by it. The proposed new facility will have a total built-up area of approximately 150,000 square feet, which is significantly larger than our existing R&D Unit, with the intended ability to scale, adapt, and consolidate all R&D functions under one roof. Land and utilities The land on which the proposed Project is to be set up is located at New Municipal No. 43, PID No: 11-59-43, situated at Ring Road Industrial Suburb II Stage, Yeshwanthpur, Bengaluru, admeasuring 43,490 square feet. The said land is owned by our Company pursuant to an absolute sale deed dated August 7, 2023, and is free from encumbrances. The power requirement for the Project is proposed to be met through supply of electricity from the state power grid, and the water requirement is proposed to be met through supply of water from Bangalore Water Supply and Sewerage Board and through road tankers. Estimated cost The total estimated cost for the proposed Project is ₹ 1,180.75 million, out of which up to ₹ 993.68 million will be funded from the Net Proceeds, as certified by Koncepo Scientech International Private Limited (“Koncepo”), pursuant to the Project Report. The fund requirements, the deployment of funds, and the intended use of Net Proceeds for the proposed Project, as described herein, are based on our current business plan, management estimates, valid cost summary from Koncepo, and other commercial and technical factors. However, such total estimated cost and related fund requirements have not been appraised by any bank or financial institution or any independent agency. We may have to revise our funding requirements and deployment on account of a variety of factors such as our financial and market condition, business and strategy, competition, interest or exchange rate fluctuations and other external factors, which may not be within the control of our management. This may entail rescheduling or revising the planned expenditure and funding requirements, including the expenditure for a particular purpose at the discretion of our management. Break-up of the estimated cost A detailed break-up of the estimated costs towards the Project is set forth below: 123Sr. Nature of costs Description of Total Quotation Date of Validity No. activity estimated received from quotation cost*# (in ₹ million) 1. Civil costs External 16.99 Koncepo August 22, December 31, development Scientech 2025 2026 covering cost International of developing Private Limited roads, pathways, construction of boundary wall, soft and hard landscaping, amongst others Cold shell 244.80 covering cost of civil structures Warm shell 238.83 covering cost of architecture and façade, double glazing, passenger lifts, amongst others 2. Construction costs Centralised 187.04 campus utilities and centralized building utilities which includes, amongst others, panel room, pump room, transformer, DG set, water system, and gas generation system Fitout works 471.86 covering cost of lab casework, office casework, interiors, fire alarm system and monitoring, CCTV and access control and biometric system 3. Other costs Pre- 5.90 construction activities such as architectural plans, structural drawings, mechanical, electrical and plumbing drawings, integrated 124Sr. Nature of costs Description of Total Quotation Date of Validity No. activity estimated received from quotation cost*# (in ₹ million) drawings, working details and schedule Project 9.56 management consultancy Site 5.76 construction expenses such as temporary power, water, security and other items during the construction period Total 1,180.75 *Total estimated cost as per the Project Report. #Inclusive of estimated GST and other applicable taxes amounting to ₹ 187.07 million. Proposed schedule of implementation The detailed proposed schedule of implementation of the Project based on the Project Report is set forth below: Estimated month Estimated month S. No. Particulars and year of and year of commencement completion 1. Pre-construction activities March 2026 April 2026 2. Civil construction March 2026 November 2026 3. Other civil works June 2026 March 2027 4. Interior works for centralised campus utilities and centralised June 2026 December 2026 building utilities 5. Fitout works July 2026 April 2027 6. Commissioning activities April 2027 May 2027 7. Handover of the facility May 2027 June 2027 Government Approvals In relation to the proposed Project, we are required to obtain approvals, which are routine in nature, from certain governmental or local authorities as provided in the table below and as certified by Koncepo Scientech International Private Limited pursuant to the Project Report. Such approvals are granted on the commencement or completion of various activities, as applicable. Sr. Approval description Authority Stage at which Status Approval date No. approval / compliance is required 1. Consent for establishment Karnataka State - Obtained November 15, Pollution Control 2024 Board 2. Issue of NoC for the Bangalore - Obtained November 19, commercial building Electricity Supply 2024 proposed of 471 KVA (400 Company Limited kw) power load 3. System generated auto Airports Authority - Obtained November 5, assessment for height of India 2024 clearance 4. Fire no objection certificate Karnataka State Fire - Obtained December 10, & Emergency 2024 Services 5. No objection certificate for Bangalore Water - Obtained December 30, providing water supply and Supply and 2024 125Sr. Approval description Authority Stage at which Status Approval date No. approval / compliance is required underground drainage Sewerage Board facilities 6. No objection certificate for Hindustan - Obtained March 6, 2025 height clearance Aeronautics Limited 7. Building license Bruhat Bengaluru - Obtained June 6, 2025 Mahanagara Palike 8. Lift installation NOC (A- Electrical Prior to lift To be obtained - Form) Inspectorate installation 9. Commencement certificate Bruhat Bengaluru On To be obtained - Mahanagara Palike commencement of construction work 10. Clearance certificates Clearance on Prior to applying To be obtained - completion from for occupancy relevant agencies certificate who have given NOC 11. Lift operating license (C- Electrical After completion To be obtained - Form) Inspectorate of lift installation 12. Completion certificate / Bruhat Bengaluru Prior to To be obtained - occupancy certificate Mahanagara Palike occupation of the Project Our Company undertakes to procure all such approvals as and when they are required in accordance with applicable law. In the event of any unanticipated delay in receipt of such approvals, the proposed schedule of implementation and deployment of the Net Proceeds may be extended or may vary accordingly. 2. Funding capital expenditure towards the purchase of certain plant, machinery and other equipment for Goa Unit I, Goa Unit II and Visakhapatnam Unit We propose to utilise an amount of up to ₹ 735.93 million from the Net Proceeds towards the purchase of the certain plant, machinery and other equipment detailed below, which will facilitate automation at Goa Unit I, Goa Unit II and Visakhapatnam Unit. Benefits expected to accrue to our Company pursuant this capital expenditure Automating manufacturing processes can offer several benefits such as enhancements in quality and consistency of products manufactured (through the elimination of manual variability), cost efficiency and scalability. Further, automation can assist with bringing about standardisation in the manufacturing process by enforcing uniform protocols across batches and shifts and by integrating systems with real-time data tracking and audit trails, which could accordingly assist our Company in maintaining regulatory compliances, including compliance with standards set by the United States Food and Drugs Administration and International Organisation for Standardization, and CE marking standards in the European Union. Automation will also enable reduction of our manpower costs, by reducing dependency on skilled technicians for repetitive tasks, and minimising rework. Further, it will help us minimise waste by decreasing the error rates, in turn decreasing retesting and wastage of our reagents or samples. Such improvements in our cost and process efficiencies will help our Company follow through with its growth and expansion strategies. For further details of our Company’s business strategies going forward, see “Our Business – Our Strategies” on page 195. We intend to purchase the plant, machinery and equipment detailed below, with the aim of automating our manufacturing processes at Goa Unit I, Goa Unit II, and Visakhapatnam Unit. This includes (a) automatic precision liquid micro-volume filling machines, (b) screening machines, and (c) pick & place machines, which will help reduce the coefficient of variations in the manufacturing process. Additionally, we propose to purchase product assembly and packing machines to reduce reliance on manpower and consequently lower manufacturing costs. Our cost of purchasing property, plant and equipment in Fiscals 2025, 2024 and 2023 amounts to ₹ 594.74 million, ₹ 121.53 million, and ₹ 123.68 million, respectively. An indicative list of the plant, machinery and other equipment that we intend to purchase, along with details of the quotations we have received in this respect is set forth below. This has been approved by our Board pursuant to its resolution dated August 22, 2025. 126S. Description Purpose Date of Cost per Quantity Total cost (in Quotation Location N quotation unit (in ₹ ₹ million)*# received of o. million)# from installatio n 1. SteriJet de- Cleaning August 1.53 2 3.24 GMP Goa Unit II dusting of 11, 2025 Technical tunnel incoming Solutions material Private Limited (Unit-4) 2. Chip pick Automatic August 4.71 8 39.06 Packwell Goa Unit I and place six head 11, 2025 Technologies and Goa machine robotic Pvt. Ltd. Unit II handling system for truenat chip pick and place 3. Blank chip Vision August 3.18 8 25.45 Senquire Goa Unit I inspection & inspection 11, 2025 Analytics and Goa sorting and sorting Pvt. Ltd. Unit II system for blank chip 4. Post coat Vision August 3.18 8 25.45 Senquire Goa Unit I chip inspection 11, 2025 Analytics and Goa inspection & and sorting Pvt. Ltd. Unit II sorting system for machine post polymer coating of the chip. 5. Post wax Vision August 3.18 8 25.45 Senquire Goa Unit I chip inspection 11, 2025 Analytics and Goa inspection & & sorting Pvt. Ltd. Unit II sorting system for post wax coating of the chip 6. 240 channel Lot details August 11.45 2 23.89 VVDN Goa Unit II PCBA flashing on 21, 2025 Technologies functional chip is Pvt. Ltd. tester with essentially conveyor the lot along with numbering design and of the chip, development to identify the particular assay. 7. Flow Product July 17, 20.97(1) 6 125.80(1) Synchropack Goa Unit I wrapping pouching 2025 S.A. and Goa machine for Unit II truenat and truepep along with external devices 8. Automatic Assembly August 9.77 6 60.71 Packwell Goa Unit I truenat tray of product 11, 2025 Technologies and Goa packing & before Pvt. Ltd. Unit II labelling pouching SPM and vision inspection system 9. Carton pack Packing of August 75.39(1) 3 226.18(1) Campak Goa Unit I machine to products in 12, 2025 (India) Pvt. and Goa integrate box Ltd. Unit II with synchronopa 127S. Description Purpose Date of Cost per Quantity Total cost (in Quotation Location N quotation unit (in ₹ ₹ million)*# received of o. million)# from installatio n ck pouch packing machine 10. Versafill Filling of August 15.24(2) 2 30.48 (2) Oyster Bay Goa Unit II system along internal 15, 2025 Pump Works, with positive INC. cartridge control in racks cartridge 11. Cartridge Affixing August 3.75 1 3.95 Packwell Goa Unit II labelling label on 11, 2025 Technologies machine products Pvt. Ltd. 12. Automation Assembly August 7.76 3 24.24 Packwell Goa Unit I for pouching of 11, 2025 Technologies and Goa machine cartridge Pvt. Ltd. Unit II before pouching 13. Automatic Filling of August 6.96 2 14.69 Packwell Goa Unit I lysis buffer the buffers 11, 2025 Technologies bottle filling, used in Pvt. Ltd. plugging and reagents – capping line component of test kits 14. Automatic Filling of August 5.45 2 10.90 Techline Goa Unit I filling line lysis 11, 2025 Industries and Goa suitable for buffers Unit II 3-piece used in bottles reagents – component of test kits 15. Bottle Vision August 1.74 5 8.69 Senquire Goa Unit I inspection & inspection 11, 2025 Analytics and Goa sorting and sorting Pvt. Ltd. Unit II system for buffer bottles 16. Polymer Plate August 25.45(2) 2 50.90(2) Coherent Visakhapat welding welding 14, 2025 Laser India nam Unit system for Pvt. Ltd. cartridge – component of test kits 17. Shimadzu Testing July 24, 21.90 1 21.90 Spincotech Goa Unit II ultra-fast incoming 2025 Systems LLP LCMS material 8045RX triple quadrupole mass spectrometer with heated ESI ionization source along with membra- pure water purification system aquinity, shimadzu weighing balance with printer, etc. 18. Lab iconics Lab August 9.80 1 9.80 Lab Iconics Goa Unit II laboratory documenta 18, 2025 Technologies information tion LLP 128S. Description Purpose Date of Cost per Quantity Total cost (in Quotation Location N quotation unit (in ₹ ₹ million)*# received of o. million)# from installatio n management system (LIMS) along with micro modules and add-ons 19. Karl Fischer Water July 18, 5.18 1 5.18 Metrohm Goa Unit II volumetric content 2025 India Private titrator and determinat Limited Karl Fischer ion coulometric titrator Total 735.93 *Inclusive of freight, installation and commissioning charges included in the respective quotations. #Exclusive of estimated GST and other applicable taxes, which will be funded from our internal accruals, as required. (1) For the purpose of calculation of amount in ₹ terms, the amount in Euro has been converted at an exchange rate of ₹ 101.20, as on August 21, 2025 (Source: rbi.org.in). (2) For the purpose of calculation of amount in ₹ terms, the amount in USD has been converted at an exchange rate of ₹ 86.97, as on August 21, 2025, 2025 (Source: rbi.org.in). As on the date of this Draft Red Herring Prospectus, we are yet to place orders or enter into any definitive agreements for the purchase of the above-mentioned equipment. Further, no second-hand or used machinery is proposed to be purchased out of the Net Proceeds in relation to the above. All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring Prospectus. However, since we have not entered into any definitive agreements / raised purchase orders with these vendors, there can be no assurance that the same vendors would be engaged to eventually supply the equipment or that such supply will be at the same costs. If there is any increase in the costs of the equipment, the additional costs shall be paid by our Company from its internal accruals. The quantity of equipment to be purchased is based on the present estimates of our management. Further, the specific number and types of equipment proposed to be purchased by our Company may be varied, basis the business requirements of our Company and technological advancements, subject to the total amount to be utilized from the Net Proceeds towards purchase of such new equipment not exceeding ₹ 735.93 million. 3. General corporate purposes We propose to utilise up to ₹ [●] million of the Net Proceeds towards general corporate purposes and the business requirements of our Company, subject to such utilisation for general corporate purposes not exceeding 25% of the Gross Proceeds from the Fresh Issue, in compliance with the SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilise the Net Proceeds include, without limitation, meeting ongoing general corporate contingencies and expenses incurred in the ordinary course of business, including meeting our business requirements and promotions, funding growth opportunities, including strategic initiatives, and any other purpose, as may be approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable law, including provisions of the Companies Act. In the event our Company is unable to utilise the Net Proceeds towards any of the objects of the Offer for any of the reasons as aforementioned, our Company may utilise such Net Proceeds towards general corporate purposes, provided that the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the Gross Proceeds. The quantum of utilisation of funds towards each of the above purposes will be determined by our Board or a duly constituted committee thereof from time to time, subject to compliance with applicable law and based on the amount available under this head and the business requirements of our Company, from time to time. Our Company’s management shall have flexibility in utilising surplus amounts, if any. In the event that we are unable to utilise the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount(s) in the subsequent Fiscals. Offer Expenses The total expenses of the Offer are estimated to be approximately ₹ [●] million. The Offer expenses comprise of, 129among other things, listing fees, underwriting fees, selling commission and brokerage, fees payable to the Book Running Lead Managers, legal counsel, Registrar to the Offer, Banker(s) to the Offer, processing fee to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, fees payable to the Sponsor Bank(s) for Bids made by UPI Bidders, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges. Other than for (i) listing fees, audit fees of the statutory auditors (other than to the extent attributable to the Offer), corporate advertisements expenses in the ordinary course of business by the Company (not in connection with the Offer) and stamp duty payable on issue of Equity Shares pursuant to Fresh Issue which shall be borne solely by the Company, and (ii) stamp duty payable on transfer of the Offered Shares pursuant to the Offer for Sale (to the extent applicable) and fees and expenses for the legal counsel to each of the Selling Shareholders which shall be borne solely by the respective Selling Shareholders, the Company and each of the Selling Shareholders agree to share, on a pro rata basis, the costs and expenses (including all applicable taxes) directly attributable to the Offer in accordance with applicable law, including section 28(3) of the Companies Act (including fees and expenses of the Book Running Lead Managers, legal counsel appointed by the Company for the Offer and other intermediaries, advertising and marketing expenses (other than corporate advertisements expenses in the ordinary course of business by the Company (not in connection with the Offer), which shall be borne solely by the Company), printing, offer advertising, research expense, road show expenses, 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 the Company through the Fresh Issue and transferred and sold by each of the Selling Shareholders through the Offer for Sale, respectively, in accordance with applicable law. It is clarified that, in the event of withdrawal of the Offer or if the Offer is not successful or consummated, all costs and expenses with respect to the Offer, other than such expenses required to be solely borne by the Company or the Selling Shareholders, shall be borne in accordance with, and subject to applicable law, including instructions received from SEBI in this regard, and as mutually agreed amongst the Company and the Selling Shareholders.. The break-up for the estimated Offer expenses are as follows: As a percentage As a Estimated of total estimated percentage of Activity expenses(1) (₹ Offer related Offer size(1) in million) expenses(1) (%) (%) F ees payable to the BRLMs [●] [●] [●] Brokerage, selling commission, bidding charges, processing fees [●] [●] [●] and bidding charges for the Members of the Syndicate, Registered Brokers, SCSBs, RTAs and CDPs, sponsor bank(s)(2)(3)(4)(5)(6) F ees payable to Registrar to the Offer [●] [●] [●] P rinting and stationery expenses [●] [●] [●] A dvertising and marketing expenses [●] [●] [●] Listing fees, SEBI fees, BSE and NSE processing fees, book-building [●] [●] [●] software fees, and other regulatory expenses Other regulatory expenses [●] [●] [●] Fees payable to the advisors and other parties to the Offer namely legal [●] [●] [●] counsels, auditors, independent chartered accountant, independent chartered engineer, IPR consultant, Project Report Provider, practicing company secretary and others Miscellaneous [●] [●] [●] T otal estimated Offer expenses [●] [●] [●] (1) The Offer expenses will be incorporated in the Prospectus on finalization of the Offer Price. Offer expenses include applicable taxes, where applicable. Offer expenses are estimates and are subject to change. (2) Selling commission payable to the SCSBs on the portion for RIBs, NIBs and Eligible Employees which are directly procured and uploaded by the SCSBs, would be as follows: Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes) Portion for Eligible Employees [●]% 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. No additional processing fees shall be payable to the SCSBs on the applications directly procured by them. 130(3) No uploading / processing fees shall be payable by the Selling Shareholders to the SCSBs on the applications directly procured by them. Processing / uploading fees payable to the SCSBs on the portion for RIBs, NIBs and Eligible Employees which are procured by the members of the Syndicate / Sub-Syndicate / Registered Broker / RTAs / CDPs and submitted to SCSB for blocking, would be as follows: Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes) Portion for Eligible Employees [●]% of the Amount Allotted* (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. (4) Selling commission on the portion for UPI Bidders, Non-Institutional Bidders and Eligible Employees which are procured by members of the Syndicate (including their Sub-Syndicate Members), Registered Brokers, RTAs and CDPs or for using 3-in-1 type accounts-linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their Sub-Syndicate Members) would be as follows: Portion for UPI Bidders [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes) Portion for Eligible Employees [●]% 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. Bidding/ Uploading charges payable to members of the Syndicate (including their Sub-Syndicate Members), RTAs and CDPs on the applications made by UPI Bidders 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. The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE. (5) Selling commission/ uploading charges payable to the Registered Brokers on the portion for UPI Bidders and Non-Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows: Portion for UPI Bidders* ₹ [●] per valid application (plus applicable taxes) Portion for Non-Institutional Bidders* ₹ [●] per valid application (plus applicable taxes) * Based on valid applications (6) Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under: Payable to members of the Syndicate (including their Sub- ₹ [●] per valid application (plus applicable taxes) Syndicate Members)/ RTAs / CDPs Payable to Sponsor Bank(s) ₹ [●] per valid application (plus applicable taxes) The Sponsor Bank(s) 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 Escrow and Sponsor Bank 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 on compliance with the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 each to the extent applicable and not rescinded by the SEBI ICDR Master Circular. Interim use of funds 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 described above, we undertake to temporarily invest such portion funds from the Gross Proceeds in deposits only with one or more scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934, as amended. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Gross Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets. Bridge loan 131Our Company has not raised any bridge loans from any banks or financial institutions, as on the date of this Draft Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds. 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. Monitoring of utilisation of funds In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency for monitoring the utilisation of Gross Proceeds prior to the filing of the Red Herring Prospectus with the RoC, as the Fresh Issue size exceeds ₹ 1,000 million. Our Company undertakes to place the Gross Proceeds in a separate bank account which shall be monitored by the Monitoring Agency for utilization of the Gross Proceeds. Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds, which shall discuss, monitor and approve the use of the Gross Proceeds along with our Board. On an annual basis, our Company shall prepare a statement of funds utilized for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds remain unutilized. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilized in full. The statement prepared on an annual basis for utilization of the Gross Proceeds shall be certified by the Auditors. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation and Regulation 32(1) of the SEBI Listing Regulations, on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the Fresh Issue from the Objects; and (ii) details of category wise variations in the actual utilization of the proceeds of the Fresh Issue from the Objects. This information will also be published on our website, until such time as the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate head in its balance sheet for such periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, clearly specifying the purposes for which the Gross Proceeds have been utilized. Our Company will also, in its balance sheet for the applicable periods, provide details, if any, in relation to all such Gross Proceeds that have not been utilized, if any, of such currently unutilized Gross Proceeds. Further, in accordance with Regulation 32(6) of the SEBI Listing Regulations, our Company shall submit to the Stock Exchanges any comments or report received from the Monitoring Agency within 45 days from the end of each quarter. Variation in Objects Our Company shall not vary the Objects of the Offer unless our Company is authorized to do so by way of a special resolution of its Shareholders and such variation will be in accordance with the applicable laws including Sections 13(8) and 27 of the Companies Act, 2013 and applicable rules thereunder, and Regulation 59 of the SEBI ICDR Regulations. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act, 2013 and applicable rules and such Postal Ballot Notice shall be placed on website of our Company. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in Hindi, Hindi being the regional language of Delhi, where our Registered Office is situated in accordance with the Companies Act, 2013 and applicable rules. Our Promoters will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the Objects, at such price, and in such manner, in accordance with Section 13(8) and other applicable provisions of the Companies Act, our Articles of Association, and the SEBI ICDR Regulations. Other confirmations Except to the extent of any proceeds received pursuant to the sale of the Offered Shares proposed to be sold in the Offer by the Selling Shareholders (including Exxora Trading LLP, whose designated partners are Sriram Natarajan, Sowmya Sriram, Shiva Sriram and Sangeetha Sriram), there is no arrangement whereby any portion of the Offer proceeds will be paid to our Promoters, Directors, Key Managerial Personnel or Senior Management Personnel, and there are no material existing or anticipated transactions in relation to the utilization of the Offer Proceeds entered into or to be entered into by our Company with our Promoters, Promoter Group, Directors, Key 132Managerial Personnel, Senior Management Personnel or Group Companies. 133BASIS FOR THE OFFER PRICE The Floor Price, Price Band and Offer Price will be determined by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of the qualitative and quantitative factors as described below. The face value of the Equity Shares is ₹ 1 each, and the Offer Price is [●] times the face value of Equity Shares. Some of the financial information included herein is derived from our Restated Financial Information. Prospective investors should also refer to “Our Business”, “Risk Factors”, “Restated Financial Information”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Other Financial Information” on pages 186, 44, 257, 361 and 356, 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: • We are well placed to address unmet demand in a large and growing molecular diagnostic market with gaining credence of point-of-care testing; • Our strong R&D capabilities and track record of developing innovative diagnostic products; • We have developed and commercialized a novel portable multi-disease point-of-care molecular diagnostics platform; • We have a scalable business model with strong entry barriers, high proportion of recurring revenues and a growing suite of tests; • Our strategic collaborations and acquisitions enhance our capabilities and offerings; • We have a management team with deep domain expertise and track record of delivering strong financial performance. For further details, see “Our Business – Our Strengths” on page 189. Quantitative factors Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows: I. Basic and diluted earnings per share (“EPS”) Fiscal ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight March 31, 2025 12.87 12.87 3 March 31, 2024 9.05 9.04 2 March 31, 2023 (0.06) (0.06) 1 Weighted Average 9.44 9.44 - Notes: (1) The ratios have been computed as below: (i) Restated earnings per equity share – (basic), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹): In accordance with IND AS 33 Earning per share, restated earnings per equity share – (basic), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company, are calculated by dividing the restated profit/(loss) for the year attributable to the owners of the parent company by the weighted average number of Equity Shares outstanding during year. The basic earning per share disclosed above is after considering the impact of bonus shares allotted subsequent to March 31, 2025 on July 29, 2025 for all years presented in accordance with IND AS 33 Earning per share. (ii) Restated earnings per equity share – (diluted), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹): In accordance with IND AS 33 Earning per share, restated earnings per equity share – (diluted), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company) are calculated by dividing the restated profit/ (loss) for the year attributable to the owners of the parent company by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year. The diluted earning per share disclosed above is after considering the impact of bonus shares allotted subsequent to March 31, 2025 on July 29, 2025 for all years presented in accordance with IND AS 33 Earning per share. (2) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/total of weights. 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 [●] [●] Based on diluted EPS for Fiscal 2025 [●] [●] * To be computed after finalisation of the Price Band. 134Industry peer group P/E ratio There are no listed companies in India or globally, that are of a comparable size and engage in a business similar to that of our Company. We are an innovative point-of-care (“POC”) diagnostics company focused on expanding access to accurate, rapid and cost-effective healthcare technologies to diagnose preventable diseases. We have developed our ‘Truenat’ platform, which is a novel POC polymerase chain reaction (“PCR”) platform that can operate in resource limited settings since it is battery operated, facilitating decentralized results within 1 hour. As of March 31, 2025, we offer molecular testing for 30 diseases. We operate in an oligopolistic market with high entry barriers, evidenced by the fact that our platform underwent 13 years of R&D to obtain Indian Council of Medical Research (“ICMR”) certification and our ‘Truenat’ platform for diagnosing TB is the only one by an Indian company and one of the only two rapid molecular tests in the world, which has been endorsed by the World Health Organization (“WHO”) for initial diagnosis of TB and rifampicin resistance detection using molecular diagnostic technology (Source: 1Lattice Report). III. Return on Net Worth (“RoNW”) Fiscal ended Return on Net Worth (%) Weight March 31, 2025 15.23 3 March 31, 2024 12.62 2 March 31, 2023 (0.10) 1 Weighted Average 11.80 - Notes: (1) Return on Net Worth (%) is calculated as restated profit / (loss) for the year attributable to owners of the Parent Company divided by Net worth as at the end of the year. (2) Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, , write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth as the aggregate of Equity share capital, Retained earnings, Securities premium, Other Reserves, Put option liability towards non- controlling interest shareholders and Money received against share warrants. (3) Weighted average = Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e., Return on Net Worth x Weight for each year/total of weights. Weights have been determined by our Company. IV. Net Asset Value (“NAV”) per Equity Share (Face value of ₹ 1 each) As at NAV per Equity Share (in ₹) March 31, 2025 84.51 After the completion of the Offer: (i) At Floor Price* [●] (ii) At Cap Price* [●] Offer Price* [●] * To be computed post finalization of Price Band. Notes: (1) Offer Price per Equity Share will be determined on conclusion of the Book Building Process. (2) Net asset value per Equity Share is calculated by dividing Net worth as of the end of the relevant year by the number of outstanding equity shares as at the year end. (3) Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth as the aggregate of Equity share capital, Retained earnings, Securities premium, Other Reserves, Put option liability towards non-controlling interest shareholders and Money received against share warrants. (4) Our Company has allotted bonus shares on July 29, 2025, in the ratio of 4 Equity Shares for every Equity Share held. The number of outstanding equity shares as at the year end, have been adjusted to reflect the impact of the bonus issue. V. Comparison with listed industry peers There are no listed companies in India or globally, that are of a comparable size and engage in a business similar to that of our Company. We are an innovative point-of-care (“POC”) diagnostics company focused on expanding access to accurate, rapid and cost-effective healthcare technologies to diagnose preventable diseases. We have developed our ‘Truenat’ platform, which is a novel POC polymerase chain reaction (“PCR”) platform that can operate in resource limited settings since it is battery operated, facilitating decentralized results within 1 hour. As of March 31, 2025, we offer molecular testing for 30 diseases. We operate in an oligopolistic market with high entry barriers, evidenced by the fact that our platform underwent 13 years of R&D to obtain Indian Council of Medical Research (“ICMR”) certification and our ‘Truenat’ platform for diagnosing TB is the only one by an Indian company and one of the only two rapid molecular tests in the world, which has been endorsed by the World Health Organization (“WHO”) for initial diagnosis of TB and rifampicin resistance detection using molecular diagnostic technology (Source: 1Lattice Report). 135VI. Key performance indicators (“KPIs”) The KPIs disclosed below are the KPIs pertaining to our Company that have been disclosed to our investors at any point of time during the three years period prior to the date of the filing of this Draft Red Herring Prospectus and which have been used historically by our Company to understand and analyse our business performance, which helps us analyse our growth in comparison to our peers, as well as other relevant and material KPIs of the business of the Company that have a bearing for arriving at the basis for the Offer Price. The KPIs disclosed herein below have been approved by a resolution of our Audit Committee dated August 22, 2025, and certified by our Chief Financial Officer on behalf of the management of our Company by way of a certificate dated August 22, 2025. Further, the members of the Audit Committee have verified the details of all KPIs pertaining to our Company and have confirmed that verified and certified details of the all the KPIs pertaining to our Company that have been disclosed to our investors at any point of time during the three years period prior to the date of the filing of this Draft Red Herring Prospectus have been disclosed in this section. The KPIs herein have been certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated August 22, 2025, which has been included as part of the “Material Contracts and Documents for Inspections” beginning on page 504. For details of other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 186 and 361, respectively. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchanges or for such other duration as may be required under the SEBI ICDR Regulations. Details of our KPIs for Fiscals 2025, 2024 and 2023 are set out below: Sr. KPI Unit As of/ for the As of/ for the As of/ for the No. financial year financial year financial year ended March ended March ended March 31, 31, 2025 31, 2024 2023 1 Revenue from operations(1) (₹ in million) 10,204.18 8,365.61 3,324.63 2 Revenue from sale of devices(2) (₹ in million) 2,029.58 1,846.80 1,366.07 3 Revenue from sale of test kits(3) (₹ in million) 7,309.58 5,525.45 1,785.29 Revenue from customers split by 4 geography(4) - India 8,232.78 7,543.13 2,837.53 (₹ in million) - Outside India 1,971.40 822.48 487.10 5 EBITDA(5) (₹ in million) 2,566.39 1,850.93 481.11 6 EBITDA Margin (%)(6) (in %) 24.97% 22.02% 14.26% 7 EBITDA Pre R&D(7) (₹ in million) 3,252.08 2,448.70 928.86 8 EBITDA Pre R&D Margin (%)(8) (in %) 31.64% 29.13% 27.53% 9 Profit / (loss) for the year(9) (₹ in million) 1,385.79 835.42 (34.45) Profit / (loss) for the year Margin 10 (in %) 13.48% 9.94% (1.02%) (%)(10) 11 Return on Equity (ROE) (%)(11) (in %) 16.20% 13.20% (0.10%) Return on Capital Employed 12 (in %) 20.98% 15.80% 2.17% (ROCE) (%) (12) 13 Number of devices sold(13) (in numbers) 2,180 2,011 1,541 14 Number of test kits sold(14) (in million) 12.24 8.80 2.81 15 Diseases commercialized(15) (in numbers) 30 26 26 16 Assays commercialized(16) (in numbers) 42 38 37 As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated August 22, 2025. Notes: (1) Revenue from operations is calculated as the aggregate of revenue from contracts with customers for sale of finished goods, traded goods and other operating revenue. (2) Revenue from sale of devices refers to aggregate sales of all Truenat Platforms (workstations) sold during the year. Truenat Platforms (workstations) comprising of Trueprep and Truelab devices along with its accessories such as Printers and Micropipettes. (3) Revenue from sale of test kits refers to aggregate sales of all test kits sold during the year. Test kits comprise of three main components: chips, cartridges, and reagents. (4) Revenue from customers split by geography is the split of revenue from customers between India and Outside India during the year. 136(5) EBITDA is calculated as sum of Profit / (loss) for the year, total tax expense, finance costs and depreciation and amortisation expenses. (6) EBITDA Margin is calculated as EBITDA divided by total income for the relevant year. (7) EBITDA Pre R&D is calculated as sum of Profit / (loss) for the year, total tax expenses, finance costs, depreciation and amortisation expenses and research & development spends. Research & development spends refers to the all expenses incurred by Bigtec, Company’s wholly owned subsidiary, which is responsible for carrying out all research and development (R&D) activities on behalf of the Company. (8) EBITDA Pre R&D Margin is calculated as EBITDA Pre R&D divided by total income for the relevant year. (9) Profit / (loss) for the year is the total income after reduction of total expenses, share of loss of associates, net of tax, exceptional items and total tax expenses. (10) Profit / (loss) for the year Margin is calculated as Profit / (loss) for the year divided by total income for the relevant year. (11) Return on Equity is calculated as profit / (loss) for the year attributable to owners of the Parent Company divided by average of Equity attributable to equity holders of the parent as at the beginning and end of the relevant year. (12) Return on Capital Employed is calculated as EBIT as a percentage of Capital Employed for the relevant year, where EBIT is calculated as the sum of profit / (loss) for the year, total tax expenses and finance costs; Capital Employed is calculated as the total assets reduced by total liabilities, goodwill, other intangible assets, intangible assets under development, and deferred tax assets (net), added by current borrowings and non-current borrowings, current lease liabilities and non-current lease liabilities and deferred tax liabilities (net). (13) Number of devices sold refers to the number of Truenat Platforms (workstations) sold during the year. Truenat Platforms (workstations) comprise of Trueprep and Truelab devices along with its accessories. (14) Number of test kits sold refers to the number of test kits sold during the year. Test kits comprise of three main components: chips, cartridges, and reagents. (15) Diseases commercialized refers to the number of diseases for which manufacturing licenses are available for sale. (16) Assays commercialized refers to the number of assays (diagnostic tests) for which manufacturing licenses are available for sale. Explanation for KPIs Set out below are explanations for how the KPIs listed above have been used by the management historically to analyse, track or monitor the operational and/or financial performance of our Company. S. No. KPI Explanation for the KPI 1. Revenue from operations We track our revenue from operations to enable us to track our revenue from sale of (in ₹ million) devices & test kits. We believe this in turn helps us assess the overall financial performance of our Company. 2. Revenue from sale of We believe that tracking revenue from sale of devices helps us to assess our devices (in ₹ million) collections from sale of devices. It enables us to access the performance and scale of our business and operations. 3. Revenue from sale of test We believe that tracking our revenue from sale of test kits helps us to assess our kits (in ₹ million) collections from sale of test kits. It enables us to assess the performance and scale of our business and operations. 4. Revenue from customers We track our revenue based on geographies - India and outside India. We believe split by geography – India tracking our revenue from India and international operations enables us to assess the and outside India (in ₹ performance of our Company in various geographies and helps in planning our million) growth and expansion. 5. EBITDA (in ₹ million) We believe that tracking EBITDA helps us in evaluation of trends and year-on-year operating performance of our business and operations. 6. EBITDA Margin (%) We believe that tracking EBITDA Margin helps us in evaluation of trends and year- on-year operating performance of our business and operations 7. EBITDA Pre R&D (in ₹ We believe that tracking EBITDA Pre R&D helps us in evaluation of trends and million) year-on-year operating performance of our business and operations. 8. EBITDA Pre R&D We believe that tracking EBITDA Pre R&D Margin helps us in evaluation of trends Margin (%) and year-on-year operating performance of our business and operations. 9. Profit / (loss) for the year We believe that tracking our profit / (loss) for the year enables us to monitor the (in ₹ million) overall results of operations and financial performance of our Company. 10. Profit / (loss) for the year We believe that tracking our profit / (loss) for the year margin helps us evaluate Margin (%) our Company’s operational and financial performance. 11. Return on Equity (ROE) We believe that tracking return on equity helps us to assess the ability of our (%) Company to generate returns on its business. 12. Return on Capital We believe that tracking return on capital employed helps us to assess the ability of Employed (ROCE) (%) our Company to generate returns on its business. 13. Number of devices sold We believe that tracking number of devices sold help us to track our revenue from (in numbers) sale of such devices. We believe this in turn helps us assess the overall financial performance of our business and operations. 14. Number of test kits sold We believe that tracking number of test kits sold help us to track our revenue from (in millions) sale of test kits. We believe this in turn helps us assess the overall financial performance of our business and operations. 15. Diseases commercialized We believe that tracking the number of diseases for which we have commercialised (in numbers) manufacturing licenses helps us assess the overall operational performance of our 137S. No. KPI Explanation for the KPI Company and growth of our business and operations. 16. Assays commercialized We believe that tracking the number of assays (diagnostic tests) commercialised by (in numbers) us helps us assess the overall operational performance of our Company and growth of our business and operations. Comparison of KPIs of our Company and our listed peers There are no listed companies in India or globally, that are of a comparable size and engage in a business similar to that of our Company. We are an innovative point-of-care (“POC”) diagnostics company focused on expanding access to accurate, rapid and cost-effective healthcare technologies to diagnose preventable diseases. We have developed our ‘Truenat’ platform, which is a novel POC polymerase chain reaction (“PCR”) platform that can operate in resource limited settings since it is battery operated, facilitating decentralized results within 1 hour. As of March 31, 2025, we offer molecular testing for 30 diseases. We operate in an oligopolistic market with high entry barriers, evidenced by the fact that our platform underwent 13 years of R&D to obtain Indian Council of Medical Research (“ICMR”) certification and our ‘Truenat’ platform for diagnosing TB is the only one by an Indian company and one of the only two rapid molecular tests in the world, which has been endorsed by the World Health Organization (“WHO”) for initial diagnosis of TB and rifampicin resistance detection using molecular diagnostic technology (Source: 1Lattice Report). Comparison of KPIs based on additions or dispositions to our business Our Company has not made any material acquisition or disposition of assets / business for the periods that are covered by the KPIs, except for the acquisition of Prognosys Medical Systems Private Limited (“Prognosys Medical”) pursuant to the share purchase cum subscription agreement dated January 13, 2023. For further details, see “History and Certain Corporate Matters – Details regarding material acquisition or divestment of business or undertakings, mergers, amalgamation, in the last 10 years – Acquisition of Prognosys Medical Systems Private Limited” on page 218. The acquisition of Prognosys Medical has resulted in an increase in our Revenue from Operations and a decrease in our EBITDA Margin, Profit/(loss) Margin for the year, Return on Equity and Return on Capital Employed. Further, our EBITDA decreased in Fiscal 2024 and increased in Fiscal 2025 as a result of this acquisition. VII. Weighted average cost of acquisition, Floor Price and Cap Price a) The price per share of our Company based on the primary / new issue of shares (equity / convertible securities) There has been no issuance of equity shares or convertible securities during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, excluding the issuance of bonus shares, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of 30 days, as certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated August 22, 2025. b) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible securities) There have been no secondary sales / acquisitions of equity shares or any convertible securities, where the Promoters, members of the Promoter Group, Selling Shareholders or Shareholders having the right to nominate director(s) on the Board of Directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of rolling 30 days, as certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated August 22, 2025. c) Price per share based on the last five primary or secondary transactions Since there are no such transactions to report to under (a) and (b), information based on the last 5 primary or secondary transactions (secondary transactions where Promoters, members of the Promoter Group, Selling Shareholders or Shareholders having the right to nominate director(s) on the Board of our Company are a party to the transaction), not older than 3 years prior to the date of filing of this Draft Red Herring Prospectus, irrespective of the size of transactions, is as below: 138No. of Equity Transfer price Nature Date of Shares of face per Equity Share Nature of Total of transfer / Name of transferor Name of transferee value of ₹ 1 each (adjusted for the consideratio consideration transact allotment (adjusted for the bonus issue)** n (in ₹ million) ion bonus issue)* (₹) July 14, Transfer Shruthi G Kini Navin Mahavirprasad 45,875 1,090.00 Cash 50.00 2025 Dalmia July 10, Transfer India Business Unmaj Corporation LLP 1 3 7 , 6 2 5 1,090.00 Cash 150.01 2025 Excellence Fund III Nagesh Maganlal Patel 91,750 100.01 Dover Commercials 91,750 100.01 July 9, India Business Transfer Private Limited 1,090.00 Cash 2025* Excellence Fund III Unthinkable Solutions 45,875 50.00 LLP J. Guru Dutt(1) 45,875 50.00 Gopalkrishna 45,875 50.00 July 4, Mangalore Kini(2) Motilal Oswal Wealth Transfer 1,090.00 Cash 2025* M.A. Rohit Limited 30,250 32.97 M.A. Sharath 25,000 27.25 M.A. Usha Rani 35,000 38.15 Agra-Gwalior Pathways 91,750 100.01 Private Limited Ramakrishnan 45,875 50.00 June 17, India Business Transfer Ramamurthi 1,090.00 Cash 2025* Excellence Fund III Baid Techventures LLP 45,875 50.00 Gurmeetsingh Santsingh 91,750 100.01 Vasan Total 870,125 948.44 Weighted average cost of acquisition 1,090.00 * Since multiple transfers were made on July 9, 2025, July 4, 2025, and June 17, 2025, at the same price per Equity Share, these transactions have been considered as one transaction for the purpose of the table above. ** Our Company has allotted bonus shares on July 29, 2025, in the ratio of 4 Equity Shares for every Equity Share held. The number of equity shares and transfer price per Equity Shares has been adjusted to reflect the impact of the split and the bonus issue. Allotments made pursuant to the bonus issue have been excluded for the purposes of the above transaction. (1) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. d) Weighted average cost of acquisition, floor price and cap price Based on the disclosures in (a), (b) and (c) above, the weighted average cost of acquisition of the securities compared with the Floor Price and the Cap Price is set forth below: Past transactions Weighted average Comparison Comparison cost of acquisition with Floor with Cap per Equity Share Price (₹ [●]) Price (₹ [●]) (in ₹) Weighted average cost of acquisition of primary issuances as set N.A. N.A. N.A. out in (a) above Weighted average cost of acquisition of secondary issuances as set N.A. N.A. N.A. out in (b) above Since there were no primary or secondary transactions of equity shares of the Company reported under (a) and (b) above, the information has been disclosed for price per share of the Company based on the last five primary or secondary transactions where Promoters, members of the Promoter Group, Selling Shareholders or Shareholders having the right to nominate director(s) on our Board are a party to the transaction, not older than three years prior to the date of filing of this Draft Red Herring Prospectus, irrespective of the size of the transaction - Based on primary transactions N.A. N.A. N.A. - Based on secondary transactions 1,090.00 [●] times [●] times As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated August 22, 2025. 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 set out above) along with our Company’s key performance indicators and financial ratios for Fiscals 2025, 2024 and 2023 and in view of the external factors which may have influenced the pricing of the Offer. [●]* *To be included on finalisation of Price Band The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs, in accordance 139with the SEBI ICDR Regulations, and on the basis of market demand from investors for Equity Shares, as determined through the Book Building Process, and is justified in view of the above qualitative and quantitative parameters. Investors should read the aforementioned information along with “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Restated Financial Information” on pages 44, 186, 361 and 257, respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and you may lose all or part of your investments. 140STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA To, The Board of Directors Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Plot No.L-46, Phase II-D Verna Industrial Area, Verna, Salcete, South Goa, Goa, India, 403722 Dear Sir / Madam, 1. We, hereby confirm that the enclosed Annexure prepared by the Company states the special tax benefits available to the Company and its shareholders, under the Income Tax Act, 1961 (‘Act’) and applicable Rules, as amended (referred as ‘Direct Tax Laws’), Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 and State Goods and Services Tax Act, 2017 read with Rules, Circulars and Notifications (‘GST Laws’), the Customs Act, 1962, the Customs Tariff Act, 1975, Foreign Trade Policy (FTP), 2023, each as amended and presently in force in India (collectively referred as ‘Indirect Tax Laws’ and together with the Direct Tax Laws, “Tax Laws”). These possible special tax benefits are dependent on the Company and / or the shareholders of the Company fulfilling the conditions prescribed under the relevant provisions of the above-mentioned Tax Laws. Hence, the ability of the Company and its shareholders to derive the tax benefits is dependent upon fulfilling such conditions which, based on the business imperatives the Company may face in future, and accordingly, the Company or its shareholders may or may not choose to fulfill. 2. The benefits discussed in the enclosed Annexure are not exhaustive and preparation of the contents stated is the responsibility of the Company’s management. We are informed that the Annexure is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the proposed initial public offer of the equity shares of the Company (‘IPO’). 3. We do not express any opinion or provide any assurance as to whether: i. the Company or its shareholders will continue to obtain these special tax benefits in future; or ii. the conditions prescribed for availing the special benefits have been / would be met with; or iii. the revenue authorities / courts will concur with the views expressed herein. 4. The contents of the enclosed Annexure 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. 5. This statement is issued solely in connection with the proposed IPO and inclusion in the draft red herring prospectus of the Company prepared under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended to be submitted / filed with the Securities and Exchange Board of India, the BSE Limited and the National Stock Exchange of India Limited and is not to be used, referred to or distributed for any other purpose. 1416. We have no responsibility to update this report for events and circumstances occurring after the date of this report. For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm Registration Number: 101049W/E300004 per Sandeep Karnani Partner Membership Number: 061207 UDIN: 25061207BMNTXG7643 Place: Bengaluru Date: August 22, 2025 142ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT AND INDIRECT TAX LAWS (“TAX LAWS”) IN INDIA UNDER THE TAX LAWS 1. Benefits under Income Tax Act, 1961 (“the Act”): The information outlined below sets out the special tax benefits available to the Company and its shareholders under the Tax Laws in force in India (i.e. applicable for the Financial Year 2024-25 relevant to the Assessment Year 2025-26). A. Special tax benefits available to the Company (a) Lower corporate tax rates on income of domestic companies - Section 115BAA of the Act The Taxation Laws (Amendment) Act, 2019 introduced section 115BAA wherein domestic companies are entitled to avail a concessional tax rate of 22% (plus applicable surcharge and cess) on fulfilment of certain conditions. The option to apply this tax rate is available from FY 2019-20 relevant to AY 2020-21 and the option once exercised shall apply to subsequent assessment years. The concessional rate of 22% is subject to the Company not availing any of the following specified tax exemptions/incentives under the Act: • Deduction u/s 10AA: Tax holiday available to units in a Special Economic Zone; • Deductions available under the Chapter VI-A except under section 80JJAA and section 80M; • Deduction u/s 32(1)(iia): Additional Depreciation; • Deduction u/s 32AD: Investment allowance; • Deduction u/s 35AD: Deduction for capital expenditure incurred on specified businesses; • Deduction under certain sub-sections/clauses of Section 35: Expenditure on scientific research. The total income of a company availing the concessional rate of 22% is required to be computed without set-off of any carried forward loss and depreciation attributable to any of the aforesaid deductions/incentives. A company can exercise the option to apply for the concessional tax rate in its return of income filed under section 139(1) of the Act. Further, provisions of Minimum Alternate Tax (‘MAT’) under section 115JB of the Act shall not be applicable to companies availing this reduced tax rate, thus, any carried forward MAT credit also cannot be claimed. The provisions do not specify any limitation/condition on account of turnover, nature of business or date of incorporation for opting for the concessional tax rate. Accordingly, all existing as well as new domestic companies are eligible to avail this concessional rate of tax. Note: The Company has opted to apply section 115BAA of the Act. (b) Deductions in respect of employment of new employees - Section 80JJAA of the Act As per section 80JJAA, where a company is subject to tax audit under section 44AB of the Act and derives income from business, it shall be allowed deduction of an amount equal to 30% of additional employee cost incurred in the course of business in a previous year, for 3 consecutive assessment years including the assessment year relevant to the previous year in which such additional employee cost is incurred. Additional employee cost means the total emoluments paid or payable to additional employees employed in the previous year through an account payee cheque or account payee bank draft or by use of electronic clearing system through a bank account or through such other electronic mode as may be prescribed. These employees should also have total salary not more than Rs. 25,000/- per month and should also be member of a recognized provident fund. The deduction under section 80JJAA would continue to be available to the Company even where the Company opts for the lower tax rate of 22% under the provisions of section 115BAA of the Act (as discussed above). (c) Deductions in respect of inter-corporate dividends – Deduction under Section 80M of the Act As per the provisions of Section 80M of the Act, dividend received by the Company from any other domestic company or a foreign company or a business trust shall be eligible for deduction while computing its total income for the relevant year. A deduction of an amount equal to so much of the amount of income by way of dividends 143received from such other domestic company or foreign company or business trust as does not exceed the amount of dividend distributed by it on or before the due date. B. Special tax benefits available to the Shareholders Dividend income will be subject to tax in the hands of domestic Shareholders at the applicable slab rate/ corporate tax rate (plus applicable surcharge and cess). In case of Non-resident Shareholders, tax will be applicable at 20% (plus applicable surcharge and cess) or as per applicable Double Taxation Avoidance Agreement (‘DTAA’). Long term capital gains exceeding ₹ 1,25,000 on transfer of listed equity shares on which Securities Transactions Tax has been paid will be subject to tax in the hands of shareholders as per the provisions of Section 112A of the Act at 12.5% (plus applicable surcharge and cess). The benefit of indexation of costs shall not be available. As per section 2(29AA) read with section 2 (42A) of the Act, a listed equity share is treated as a long-term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer. Short term capital gains arising on transfer of shares on which Securities Transactions Tax has been paid will be subject to tax in the hands of shareholders as per the provisions of section 111A of the Act at 20% (plus applicable surcharge and cess). Non-resident shareholders including foreign portfolio investors may choose to be governed by the provisions of Double Taxation Avoidance Agreement, to the extent they are more beneficial and subject to provision of the prescribed documents. 2. Benefits under Indirect Tax Laws A. Special tax benefits available to the Company Outlined below are the special tax benefits available to the Company and its shareholders under the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 / relevant State Goods and Services Tax Act, 2017 read with rules, circulars, and notifications (“GST Law”), the Customs Act, 1962, the Customs Tariff Act, 1975 (“Customs Law”), as amended from time to time, and Foreign Trade Policy 2023 (“FTP”) (collectively referred to as “Indirect Tax Laws”) as amended from time to time. (a) Possible Special Indirect Tax Benefits available under the GST Laws The Company has obtained registration under the GST law in ten States viz. Delhi, Uttar Pradesh, Bihar, Assam, Maharashtra, Karnataka, Goa, Kerela, Tamil Nadu and Andhra Pradesh. Additionally, the Company has obtained Input Service Distributor (ISD) registration in Goa. The Company undertakes export of goods from its unit registered in Goa. Under the GST regime, supplies of goods which are exported outside India are treated as zero-rated supplies. Such zero-rated supplies of goods are allowed to be made under either of the following options : o Without payment of IGST under Bond/ Letter of Undertaking (LUT). Under this scenario, the exporter is allowed to claim refund of unutilized input tax credit. o With payment of IGST. Under this scenario, the exporter is allowed to claim refund of IGST paid on exports. (b) Special Indirect Tax Benefits available to the Company under Foreign Trade Policy 2023 • The Company avails duty-free import of capital goods as per Export Promotion Capital Goods Scheme under the Foreign Trade Policy, 2023, subject to export obligations equivalent to 6 times of duties, taxes and cess saved on such capital goods, to be fulfilled in 6 years from date of issue of authorisation. • The Company claims the benefit of duty drawback on duty paid on import of materials used in manufacture of export goods as per Duty Drawback scheme under 75 of Custom Act, 1962. • With respect to export of goods made from its unit in Goa, the Company is currently availing the benefit of remission of duties, taxes and other levies at the Central, State and local level which are borne on the exported goods manufactured in India under Remission of Duties and Taxes on Exported Products (‘RoDTEP’) scheme issued through Notification no. 19/2015-2020 dated 17 August 2021 by Ministry of Commerce & Industry under Department of Commerce . 144• The Company is entitled to avail the benefit of duty-free import of input as per Advance Authorization Scheme under the Foreign Trade Policy, 2023, subject to export obligations. However, the Company has not applied for such scheme due to commercial viability. B. Special tax benefits available to the Shareholders The Shareholders of the Company are not entitled to any special tax benefits under Indirect Tax Laws. Notes i) The above Annexure of special tax benefits sets out the provisions of Tax Laws in a summary manner only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership and disposal of equity shares of the Company. ii) In respect of non-residents, the tax rates and the consequent taxation mentioned above 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. iii) This Annexure does not discuss any tax consequences in any country outside India of an investment in the shares of the Company. The shareholders/investors in any country outside India are advised to consult their own professional advisors regarding possible income tax consequences that apply to them under the laws of such jurisdiction. iv) The tax benefits discussed in this Annexure 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 advisor with respect to the specific tax implications arising out of their participation in the issue. v) No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. We will not be liable to any other person in respect of this Annexure. For Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) ______________________ Sriram Natarajan Director Place: Goa Date: August 22, 2025 145SECTION V – ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Molecular Diagnostics Industry Report” dated August 22, 2025, (the “1Lattice Report”) prepared and issued by Lattice Technologies Private Limited, appointed by us pursuant to an engagement letter dated July 19, 2024 and exclusively commissioned and paid for by us to enable investors to understand the industry in which we operate in connection with the Offer. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular Calendar Year/ Fiscal refers to such information for the relevant Calendar Year/ Fiscal. The 1Lattice Report will form part of the material documents for inspection and a copy of the 1Lattice Report is available on the website of our Company at www.molbiodiagnostics.com/investors. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or base their investment decision solely on this information. The recipient should not construe any of the contents of the 1Lattice Report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the transaction. References to various segments in the 1Lattice Report and information derived therefrom are references to industry segments and in accordance with the presentation, analysis and categorisation in the 1Lattice Report. Our segment reporting in our financial statements is based on the criteria set out in Ind AS 108, Operating Segments and we do not present such industry segments as operating segments. For further information, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 72. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. Macro-Economic Overview Global Macroeconomic Overview The global real GDP is growing at 3.1% from Calendar Year 2024-29, while India’s economy is expected to grow at a rate of 6.5% over the same period Global growth in Calendar Year 2024 remained at 3.3% despite several headwinds, including higher interest rates, tighter financial conditions, and multiple geopolitical conflicts. These include the war between Russia and Ukraine, the evolving conflict in the Middle East, and turbulent US-China relations, marked by a growing trend of US sanctions globally, ranging from solar cells to computer chips. Real GDP growth is projected to average 3.1% from Calendar Year 2024-29. In comparison, India is expected to maintain the highest growth rate, with its current real GDP growth rate at 6.5% in Calendar Year 2024 and is expected to grow at 6.5% till Calendar Year 2029. Global per capita income is at approximately USD 13,933.3 in Calendar Year 2024 and is expected to reach approximately USD 16,605.3 in Calendar Year 2029 Global per capita GDP stands at USD 13,933.3 in Calendar Year 2024 and is expected to increase at a CAGR of 3.6% reaching USD 16,605.3 in Calendar Year 2029. Global per capita has increased by 3.8% CAGR over Calendar Year 2019 to Calendar Year 2024, driven by both public and private investments in infrastructure, education, healthcare, and technology. These factors will continue to shape the trajectory of global per capita GDP growth. Indian Macroeconomic Overview India’s Nominal GDP was at USD 3.9T in Calendar Year 2024 and is estimated to reach USD 6.2T in Calendar Year 2029, growing at a CAGR of 9.5% from Calendar Year 2024 to Calendar Year 2029 India is the fourth largest economy in the world and is expected to be the third largest by Calendar Year 2029. Over the next 10-15 years, India is expected to be one of the fastest-growing economies, driven by rising demand, robust growth in various sectors, and increased private consumption. Indian private consumption is expected to be driven by an increasing proportion of the male and female working-age population and a rise in household income. Between Calendar Year 2019 and Calendar Year 2024, India’s GDP (at current prices) rose from USD 2.8T to USD 3.9T, supported by key reforms such as GST, corporate tax revision, and revised FDI limits. India’s per capita income USD 2,711.4 in Calendar Year 2024 is expected to reach approximately USD 4,089.5 146by Calendar Year 2029 India's per capita income is projected to rise from USD 2,711.4 in Calendar Year 2024 to approximately USD 4,089.5 by Calendar Year 2029, growing at a CAGR of 8.6%. With increased demand, substantial per capita income growth, and a demographic advantage, India is positioned as a market with vast growth opportunities. Over Calendar Year 2024-29, India’s GDP per capita growth is expected to be, driven by strong manufacturing, rising healthcare spending, and robust government spending, making it the fastest-growing major economy, followed by China (5.7%), the UK (4.5%), the USA (3.5%), and Germany (3.0%). India’s population is projected to reach 1.5 billion by Calendar Year 2029, which accounts for 17.6% of the world’s population The world’s population has grown significantly over the past century, reaching 8.2 billion in Calendar Year 2024 from 7.8 billion in Calendar Year 2019, and is expected to reach 8.5 billion by Calendar Year 2029. Improved survival rates, longer lifespans, urbanisation, and migration drive the rise in population. The world population is expected to grow by 0.8% from Calendar Year 2024 to Calendar Year 2029. India and China are currently the two most populous countries, with over 1 billion people each. India's population grew from 1.4 billion in Calendar Year 2019 to 1.5 billion in Calendar Year 2024, at a CAGR of 0.9%; the Indian population is expected to grow at 0.8% CAGR over Calendar Year 2024-29. India has surpassed China to become the most populous country in the world in Calendar Year 2023. Global median age is expected to increase to 31.8 years by Calendar Year 2029 from 30.6 years in Calendar Year 2024, while India’s median age is expected to be 30.4 years in Calendar Year 2029 The global median age increased from 20.3 years in 1970 to 30.6 years in Calendar Year 2024, with developed countries like the US and UK having higher median ages. India's median age is 28.4 years in Calendar Year 2024, the lowest among its BRICS peers, indicating a favourable demographic dividend. This trend is expected to continue until Calendar Year 2029, India's demographic advantage includes a projected highest working-age population share of 68.8% by Calendar Year 2029 and a median age of 30.4 years. This offers significant economic benefits, with India expected to contribute 24.3% of the incremental global workforce in the next decade. As of Calendar Year 2024, the 15-64 years age group constitutes 68.2% of the population, which is projected to increase to 68.8% by Calendar Year 2029. The 0-14 years age group population is on a declining trend with 26.1% share in Calendar Year 2020, 24.5% in Calendar Year 2024 & 22.7% in Calendar Year 2029. Advancements in healthcare, education, and access to family planning have contributed to a decline in fertility rates, thereby resulting in a sustained reduction in the population aged below 15 years. Healthcare sector overview India’s healthcare expenditure constituted 1.9% of the GDP in Calendar Year 2024, which is less than both developing and developed countries, indicating significant headroom for growth In Calendar Year 2024, India allocated 1.9% of its GDP to healthcare. In Calendar Year 2023, developing countries like Indonesia and Philippines allocated 2.9% and 2.2%, respectively. In contrast, developed economies like the United Kingdom, Germany, and the United States spend 8.9%, 10.1% and 13.9% respectively of their GDP on healthcare, leading to superior health outcomes and high life expectancy globally. Compared to both its developed and developing peers, India lags behind. Budgetary allocation towards healthcare has seen a significant increase from USD 9.2 billion in Fiscal 2020 to USD 10.6 billion in Fiscal 2025 In Fiscal 2025, the budget has seen an increase in allocation towards healthcare, compared to previous years, with room for improvement as allocations still slightly lag the targets set in national health policies, and investment in primary healthcare can further enhance overall health outcomes. India is allocating a majority of its healthcare budget towards various aspects, including the National Health Mission, regulatory and autonomous bodies, the Pradhan Mantri Jan Arogya Yojana (PM-JAY), and the Pradhan Mantri Swasthya Suraksha Yojana (PMSSY). The budget also includes allocations for the establishment of new AIIMS and the upgrading of Government Medical Colleges across states. Additionally, there is a focus on primary healthcare infrastructure through the Pradhan Mantri Ayushman Bharat Health Infrastructure Mission (PM-ABHIM). India’s per capita spending on healthcare has increased from USD 60.7 in Calendar Year 2019 to USD 79.5 in Calendar Year 2022 at a CAGR of 5.6%, higher than that of Germany and USA In Calendar Year 2022, India's per capita health expenditure reached USD 79.5, marking a consistent rise from the 147USD 60.7 recorded in Calendar Year 2019. China experienced a similar trend, with per capita health expenditure increasing from USD 539.0 in Calendar Year 2019 to USD 672.5 in Calendar Year 2022. In comparison, consumers in Germany, United Kingdom, and the United States spent approximately USD 6,182.3, USD 5,035.6 and USD 12,434.4, respectively, on pharmaceutical products in Calendar Year 2022. Factors such as market penetration of generics, availability of insurance coverage, and government policies have influenced pharmaceutical expenditure levels. India’s government health expenditure as a percentage of current health expenditure stood at approximately 39.1% in Calendar Year 2022, which is far lower than developed countries like UK (83.1%) and Germany (80.3%) In Calendar Year 2022, India’s government health expenditure as a percentage of total health expenditure stood at approximately 39.1%. During the same period, government healthcare expenditure stood at 83.1% for UK, 80.3% for Germany, 51.8% for Indonesia, 55.2% for USA, 54.9% for China and 40.3% for Sri Lanka. India relies heavily on private health expenditures relative to developing and developed countries. GLOBAL & INDIAN DISEASE BURDEN Infectious diseases are caused by pathogenic microorganisms, such as bacteria, viruses, parasites, or fungi and can spread, directly or indirectly, from one person to another. These diseases can be grouped into three categories: diseases which cause high levels of mortality; diseases which place heavy burdens of disability on populations, owing to the rapid and unexpected nature of their spread, potentially leading to severe global repercussions. In Calendar Year 2021, 2.9 billion DALYs were lost globally due to premature death and disability, up from 2.6 billion in Calendar Year 2010. During this period, infectious diseases such as tuberculosis, malaria, hepatitis, and HPV have continued to significantly impact global DALYs, especially in low and middle-income countries. Communicable diseases, caused by infectious agents and transmitted from person to person or through vectors, remain a persistent global health burden. The COVID-19 pandemic significantly disrupted global health systems in Calendar Year 2020 and Calendar Year 2021 and contributed substantially to the burden of infectious diseases. It contributed notably to the overall burden of infectious diseases during this period. This underscores the importance of systematic and timely disease burden analysis to understand their collective and long-term impact. OVERVIEW OF GLOBAL INFECTIOUS DISEASE BURDEN Infectious diseases remain one of the most critical global health challenges, accounting for approximately 33.0% (52.0 million) of global deaths in Calendar Year 2022. Of the estimated 17.2 million deaths globally caused by infectious diseases like TB, hepatitis, and HPV, an average of over 47,123 deaths occurred daily, with the key impacted regions being Asia (39.0%), Africa (37.8%), America (13.4%) and Europe (9.7%). Global risks and response strategies for infectious diseases Infectious diseases vary across regions and populations and are influenced by factors such as human mobility, which facilitates exposure to pathogens and their global spread. Efforts to address these threats focus on assessing emerging risks, evaluating response capacities, and identifying necessary investments in research and preparedness. GLOBAL OVERVIEW OF TB (TUBERCULOSIS) Tuberculosis (TB), a highly contagious disease that primarily affects the lungs, is a significant contributor to this burden. It spreads through the air when individuals with active TB cough, sneeze, or spit. Despite being both preventable and curable, TB continues to pose a major global health threat. In Calendar Year 2024, an estimated 11.0 million people contracted TB, up from 10.1 million in Calendar Year 2020. TB is the world’s leading cause of death from a single infectious agent (replacing COVID-19) and claims twice as many lives as HIV/AIDS, with approximately 3500 deaths daily on a global scale. There is a widespread need to increase TB diagnosis and treatment due to substantial under-diagnosis, with about 2.7 million people either not diagnosed or not officially reported to national authorities in Calendar Year 2023. Once COVID-19 testing declined, the public health programs for TB resumed their normal course. Global efforts toward TB eradication have shown promising progress, particularly with significant recovery in TB diagnosis and treatment post-COVID-19, helping reverse some of the pandemic's detrimental effects. While TB remains widespread, there is a critical need to increase diagnosis and treatment efforts, as only 8.2 million cases out of the 10.8 million cases were detected in Calendar Year 2023. Programs focusing on improving access to diagnostic tools, increasing public awareness, enhancing healthcare infrastructure, and providing more comprehensive treatment plans are critical in combating TB globally. 148IN CALENDAR YEAR 2023, TB CASES ROSE TO ABOUT 10.8 MILLION AND ARE ESTIMATED TO REACH 11.0 MILLION IN CALENDAR YEAR 2024, UP FROM 10.7 MILLION IN CALENDAR YEAR 2022 AND 10.1 MILLION IN CALENDAR YEAR 2020 In Calendar Year 2023, 10.8 million people worldwide contracted TB, an increase from 10.1 million in Calendar Year 2020. Of these, 8.2 million were newly diagnosed, leaving a significant gap, with 2.7 million people (about 25.0%) who contracted TB remaining undiagnosed. In Calendar Year 2024, TB cases are estimated to have reached 11.0 million (E). An untreated individual can spread TB to up to 10-15 other people through close contact over the course of a year, and without proper treatment, up to two-thirds of those with active TB may die. This underscores the urgent need for timely diagnosis and effective treatment to control TB transmission and reduce mortality. 149The top 30 high TB burden countries contribute to 87.0% of all global TB cases, with 8 of these nations accounting for two-thirds of the estimated 10.8 million new active cases present globally in Calendar Year 2023: India (26.0% of global cases), Indonesia (10.0%), China (6.8%), Philippines (6.8%), Pakistan (6.3%), Nigeria (4.6%), Bangladesh (3.5%), and the Democratic Republic of the Congo (3.1%). In these regions, morbidity rates can reach up to 95.0%, and mortality rates can be as high as 98.0%. This underscores the ongoing challenge of TB and highlights the need for improved detection and reporting efforts. Smear test for TB testing has witnessed a significant shift to molecular platforms for TB testing. The global transition from smear TB tests to molecular diagnostics presents a significant opportunity, with an estimated 150 to 200 million smear tests conducted annually worldwide that could potentially shift to molecular diagnostics. The share of molecular sites has seen a rising shift in different demographics. In Nigeria, the share of molecular testing sites rose from 9% in Calendar Year 2020 to 14% in Calendar Year 2022. India had 7% share in Calendar Year 2018 and is now 18%. Democratic Republic of Congo, Kenya, Indonesia and Philippines have also witnessed a rise in the share of molecular sites from 6%, 6%, 14%, 18%, respectively, in 2020 to 10%, 10%, 20% and 30%, respectively, in Calendar Year 2022. APPROXIMATELY 1.3 MILLION PEOPLE DIED OF TB GLOBALLY IN CALENDAR YEAR 2023, WITH CALENDAR YEAR 2024 ESTIMATED AT 1.3 MILLION (E), SEEING A DECREASING TREND FROM CALENDAR YEAR 2022, CALENDAR YEAR 2021, AND CALENDAR YEAR 2020 THAT REPORTED APPROXIMATELY 1.3 MILLION, 1.4 MILLION, AND 1.4 MILLION DEATHS IN EACH YEAR RESPECTIVELY Globally, TB caused an estimated 1.3 million deaths in Calendar Year 2023 and is projected to remain at 1.3 million (E) in Calendar Year 2024, continuing a gradual decline from 1.4 million in Calendar Year 2020 and aligning with Calendar Year 2019 levels. Low and middle-income countries bear a disproportionate burden of TB, experiencing high rates of morbidity and mortality. Most people who developed TB in Calendar Year 2023 were in Southeast Asia (45.0%), Africa (24.0%), and the Western Pacific (17.0%). The overall decrease in TB-related deaths from Calendar Year 2015 to Calendar Year 2023 was 23.0%. Despite this reduction, TB continues to cause 2 deaths per minute globally. The emergence of drug-resistant TB strains, particularly resistant to rifampicin and other TB drugs, also presents a significant challenge. AN IMPROVED DETECTION RATE FOR TB WAS OBSERVED, INCREASING TO 75.5% IN CALENDAR YEAR 2023 FROM 57.8% IN CALENDAR YEAR 2020 The detection rate of TB cases has significantly increased from 57.8% in Calendar Year 2020 to75.5% in Calendar Year 2023, indicating improvements in detection and testing mechanisms through point of care settings. This increase is partly due to advancements in diagnostic facilities, such as the expansion of high-quality TB testing laboratories and the establishment of specialised TB centres that enhance early and accurate case identification. 150Notes: TB case detection rate (all forms) is the number of new and relapse TB cases notified to WHO each year, divided by WHO's estimate of the number of incident TB cases for the same year, expressed as a percentage GLOBAL OVERVIEW OF HEPATITIS Hepatitis, caused by various infectious viruses and non-infectious agents, leads to liver inflammation and a range of potentially fatal health problems. Hepatitis Type B and C cause chronic disease in hundreds of millions, being the leading causes of liver cirrhosis, liver cancer, and deaths from viral hepatitis. A WHO study estimated that 4.5 million premature deaths could be prevented in low and middle-income countries by Calendar Year 2030 through better access to vaccines, diagnostic tests, medicines, and educational campaigns. WHO’s global hepatitis strategy aims to reduce new hepatitis infections by 90.0% and deaths by 65.0% between Calendar Year 2016 and Calendar Year 2030. In Calendar Year 2022, the global burden of Hepatitis C Virus (HCV) infections stood at approximately 50.0 million cases, with only 36.4% diagnosed. This highlights a significant gap in diagnosis, with 63.6% of HCV cases remaining undiagnosed. Similarly, Hepatitis B Virus (HBV) infections totalled around 254.0M cases globally in the same year, but only 13.4% of these were diagnosed, leaving a vast majority of 85.6% underdiagnosed. HBV and HCV account for the majority of hepatitis cases worldwide. This substantial underdiagnosis in both HCV and HBV infections underscores the critical need for improved diagnostic solutions to address these gaps and ensure timely and accurate detection. IN CALENDAR YEAR 2022, GLOBAL HEPATITIS CASES DECLINED TO 304.0 MILLION FROM 354.0 MILLION IN CALENDAR YEAR 2019, WITH ESTIMATES SUGGESTING A FURTHER DROP TO 274.7 MILLION (E) BY CALENDAR YEAR 2024 The estimated number of viral hepatitis infections decreased from 354.0 million in Calendar Year 2019 to 274.7 million(E) in Calendar Year 2024. Of these cases in Calendar Year 2022, 254.0 million were hepatitis B, and 50.0M were hepatitis C. The estimated number of people newly infected with viral hepatitis decreased from 2.5 million in Calendar Year 2019 to 2.2 million in Calendar Year 2022. Of the 2.2 million new infections in Calendar Year 2022, 1.2 million were hepatitis B cases and 1.0 million were hepatitis C cases. This trend indicates that prevention efforts, such as vaccinations and safe injections, as well as more accessible cures for hepatitis C, have helped lower the number of new cases. This decline reflects positive progress, global diagnosis coverage with 13.0% of hepatitis B and 36.0% of hepatitis C cases diagnosed as of Calendar Year 2022. To continue improving, it is important to keep focusing on prevention and making hepatitis C treatments more available. IN CALENDAR YEAR 2022, 1.3 MILLION DEATHS WERE ATTRIBUTED TO HEPATITIS B AND C In Calendar Year 2022, an estimated 1.3 million people died from chronic viral hepatitis B and C, equivalent to 3,671 deaths per day. Additionally, about 6,000 new infections occur daily. Many individuals remain undiagnosed, and even when diagnosed, the number of people receiving treatment remains critically low. Viral hepatitis is a significant public health challenge of this decade. GLOBAL OVERVIEW OF HPV (HUMAN PAPILLOMAVIRUS) IN CALENDAR YEAR 2024, CERVICAL AND LIP & ORAL CANCERS ALONE ACCOUNTED FOR OVER 1.1M NEW HPV-RELATED CANCER CASES GLOBALLY, UNDERSCORING HPV’S WIDESPREAD HEALTH IMPACT HPV is a highly prevalent viral infection and the primary cause of cervical cancer, which is the second most common 151cancer in women after breast cancer. HPV causes over 90.0% of cervical cancer cases and is also linked to other cancers, including lip & oral, anal, vaginal, vulvar, penile, and oropharyngeal cancers. The virus is widespread, affecting both men and women, but its impact on women, particularly in relation to cervical cancer, is profound. People with weakened immune systems, such as those living with HIV/AIDS, are more susceptible to persistent HPV infections and the associated health complications. Most HPV infections are transient and asymptomatic, with over 90.0% clearing within 2 years. Persistent high-risk HPV is the main risk factor for HPV-related diseases, including cervical cancer. There are no routine tests to detect HPV infections themselves; HPV is typically identified only when it progresses to cancer, as screening tests are currently available only for cervical cancer. In Calendar Year 2024, the global incidence of HPV-related cancers varied significantly across different types. Cervical cancer accounted for the highest number of new cases at 6,88,912, followed by lip & oral cancer with 4,06,483 cases. The high prevalence of cervical and lip & oral cancers underscores the critical public health impact of HPV, highlighting the urgent need for effective preventive, screening, and treatment strategies to mitigate this growing burden. Vaccination efforts are crucial in reducing these numbers, as the vaccine can prevent over 90.0% of cancers caused by HPV. IN CALENDAR YEAR 2024, HPV-RELATED CANCER CONTRIBUTED TO 7.5% OF GLOBAL CANCER DEATHS HPV-related cancer remains a significant cause of mortality worldwide, contributing to approximately 7.5% of global cancer deaths in Calendar Year 2024. In total, it resulted in approximately 7,57,572 deaths globally, averaging about 2,076 deaths per day. The substantial mortality rates associated with these cancers highlight the severe impact of HPV, emphasising the urgent need for enhanced preventive measures, including widespread vaccination and early detection strategies, to reduce the global burden of HPV-related diseases. From Calendar Year 2020 to Calendar Year 2024, cervical cancer deaths remained a major health concern, emphasising the need for widespread vaccination. GLOBAL OVERVIEW OF OTHER INFECTIOUS DISEASES Other Infectious diseases include influenza, tropical diseases (vector-borne diseases) such as malaria and dengue, gastrointestinal infections, sepsis, etc. Vector-borne diseases account for approximately 17.0% of infectious diseases globally, resulting in an annual death toll of 0.7 million in Calendar Year 2024. Malaria, a parasitic infection transmitted by Anopheline mosquitoes, leads to an estimated 263.0 million cases worldwide and causes over 0.6 million deaths annually, which translates to approximately 1,643 deaths per day. Most of these deaths occur in children under five years of age. Dengue is the most prevalent Aedes mosquito-borne viral infection. Globally, more than 3.9 billion people across 132 countries are at risk of dengue. The disease causes approximately 96.0 million symptomatic cases and 40,000 deaths each year, equivalent to about 110 deaths per day. 152Influenza, commonly known as the flu, is a seasonal virus that circulates primarily during the winter season. Each year, it infects up to 1.0 billion people globally, making it one of the most widespread infectious respiratory viruses after the common cold. While many cases are mild, an estimated 3.0 to 5.0 million cases result in severe illness. Influenza is estimated to cause approximately 2,90,000 to approximately 6,50,000 respiratory deaths annually worldwide. OVERVIEW OF INFECTIOUS DISEASES IN INDIA Infectious diseases are among the top 10 causes of total deaths in the country, dominated by diarrheal diseases, neonatal disorders, lower respiratory infections, and tuberculosis. For India as a whole, the disease burden or DALY rate for diarrhoeal diseases, iron-deficiency anaemia, and tuberculosis is 2.5 to 3.5 times higher than the average globally. The high burden of communicable diseases in India is driven by poor sanitation, poor hygiene and clean drinking water. Among the number of infectious diseases prevalent in the country, Tuberculosis, Typhoid, Dengue, Malaria, and Pneumonia pose significant challenges to the healthcare system in India. Around 2.6 million cases of tuberculosis were notified in India in Calendar Year 2024, the highest ever reported, highlighting improvements in case detection and reporting. Typhoid affects around 4.5 million people annually, causing approximately 9,000 deaths in India. Rising temperatures create optimal conditions for Aedes mosquitoes to survive and proliferate and spread the dengue virus. In Calendar Year 2022, India recorded the greatest number of malaria cases (5.2 million) in Southeast Asia. Pneumonia, an infection of the lungs, is another prevalent infectious disease in India. Infants and people above 65 years of age are more at risk of developing the disease. To address this high burden of infectious diseases, the Indian Central and State governments, along with international aid agencies, run several healthcare programs. For examples, the Indian government has public healthcare programs such as the National Tuberculosis Elimination Program (NTEP), the National Vector Borne Disease Control Program (NVBDCP), the National Viral Hepatitis Control Program (NVHCP), and the National AIDS Control Organisation (NACO). These initiatives aim to enhance disease surveillance, provide quality diagnostic services, and ensure timely treatment. Diagnostic tests and supplies under these programs are procured centrally and distributed based on consumption data and disease surveillance outcomes. OVERVIEW OF TB IN INDIA India faces significant challenges with TB, accounting for approximately 26.0% of new TB cases worldwide. TB caused 0.2-0.4 million deaths in Calendar Year 2023. The TB detection rate in India rose from 59.0% in Calendar Year 2020 to 85.0% in Calendar Year 2023, marking a significant milestone in TB surveillance with 2.6 million cases, a 19.5% increase from Calendar Year 2021. Calendar Year 2023 witnessed a substantial increase in the TB case notification rate, currently recorded as approximately 179.0 cases per 100,000 population. The increase reflects a good recovery in access to health services in India and indicates the diagnosis of a sizeable backlog of people who developed TB in previous years but whose diagnosis was delayed due to COVID-related disruptions. India has shown remarkable progress in enhancing case detection and overcoming the impact of COVID-19 on TB programs. Advanced diagnostic techniques like Truenat and CBNAAT have significantly boosted TB case detection rates, highlighting the integration of molecular diagnostics into public health strategies. In Calendar Year 2023, treatment coverage increased to 80.0% of estimated TB cases, up by 19.0% from the previous year. India's efforts have resulted in a 17.7% reduction in TB incidence from Calendar Year 2015 to Calendar Year 2023, outpacing the global decline rate of 8.3%. TB mortality has also declined by 18.0% in India and globally during the same period. The World Health Organization has revised TB mortality rates downward from 0.4 million deaths in Calendar Year 2021 to 0.3 million deaths in Calendar Year 2023, reflecting a reduction of over 12.5%. TB CASES IN INDIA INCREASED FROM 1.8 MILLION IN CALENDAR YEAR 2020 TO 2.6 MILLION IN CALENDAR YEAR 2024 In Calendar Year 2024, India reported 2.6 million TB cases, surpassing the Calendar Year 2022 total of 2.4 million cases. The public sector achieved 93.5% of its target by notifying approximately 1.7 million TB cases, while the private sector reached 90.1% of its set objectives by reporting around 0.8 million. The Calendar Year 2023 TB notifications marked a significant increase, with a 19.5% rise from Calendar Year 2021 and the highest ever private sector notifications at 0.8 million (90.1% of the target). 153TB MORTALITY RATE IN INDIA HAS REDUCED FROM 28 TO 22 PER 1,00,000 PEOPLE FROM CALENDAR YEAR 2019 TO CALENDAR YEAR 2023 Between Calendar Year 2019-23, the mortality rate of TB has reduced from 28 to 22 deaths per 100,000 people annually. This consistency suggests a persistent public health challenge despite efforts to combat the disease. In India, approximately 2 deaths occur every 3 minutes, underscoring the urgent need for developing targeted interventions to further reduce TB-related mortality rates in the coming years. TB DETECTION RATE IN INDIA ROSE FROM 59.0% IN CALENDAR YEAR 2020 TO 85.0% IN CALENDAR YEAR 2023 The TB case detection rate in India has shown substantial improvement from 59.0% in Calendar Year 2020 to 85.0% in Calendar Year 2023. This indicates significant progress in identifying and treating TB cases promptly, which is crucial for reducing transmission and improving public health outcomes. THE NUMBER OF DRUG-RESISTANT TB CASES IN INDIA HAS REDUCED BY 21.4% FROM APPROXIMATELY 140,000 IN CALENDAR YEAR 2015 TO 110,000 IN CALENDAR YEAR 2022 As per the Global TB Report 2023, published by the WHO, the estimated number of drug-resistant TB cases in India has reduced by 21.4% from 140,000 in Calendar Year 2015 to 110,000 in Calendar Year 2022. The Government has scaled up the availability of molecular diagnostic facilities, and thereby, there has been an increase in the proportion of TB patients being screened for the presence of drug resistance. OVERVIEW OF HEPATITIS IN INDIA In India, hepatitis remains a significant public health concern. Current estimates indicate that 29.8 million people are chronically infected with hepatitis B, while 5.5 million are chronically infected with hepatitis C. Hepatitis E virus is the leading cause of epidemic hepatitis in the country, although hepatitis A virus is more prevalent among children. Additionally, hepatitis E is a major contributor to most cases of acute liver failure diagnosed in India. These statistics highlight the critical need for ongoing surveillance, prevention, and treatment efforts to manage and mitigate the impact of hepatitis in the population. THE NUMBER OF NEW HEPATITIS CASES IN INDIA DECREASED FROM 2.5 MILLION IN CALENDAR YEAR 2019 TO 2.2 MILLION IN CALENDAR YEAR 2022 From Calendar Year 2020 to Calendar Year 2022, India has faced a substantial hepatitis burden, accounting for 11.6% of global cases in Calendar Year 2022, according to the global hepatitis report by the WHO. In Calendar Year 2022 alone, India recorded over 35.3 million hepatitis infections, with 29.8 million cases of hepatitis B and 5.5 million cases of hepatitis C. This places India second only to China, which had 83.8 million cases, contributing 27.5% of the global total. DEATH RATES FROM HEPATITIS B AND C ARE STEADILY INCREASING, CONTRIBUTING TO A HIGHER OVERALL MORTALITY RATE In Calendar Year 2022, mortality rates due to hepatitis B and hepatitis C showed a steady upward trend. Deaths from hepatitis B reached approximately 98,305, while fatalities attributed to hepatitis C stood at approximately 26,206. In India, approximately 78.9% of these fatalities were attributed to hepatitis B, while 21.0% were due to hepatitis C, reflecting the burden of hepatitis-related mortality and highlighting the need for enhanced public health interventions to combat these diseases through prevention, early detection, and treatment. 154OVERVIEW OF HPV IN INDIA HPV, a common sexually transmitted virus, is a major public health concern in India due to its strong link to cervical cancer. In India, 10.0% to 15.0% of women with HPV infections develop persistent infections, significantly increasing their risk of cervical cancer. Almost all cervical cancer cases (99.0%) are associated with HPV. The high incidence and mortality rates are exacerbated by non-healthcare access, lack of awareness, and inadequate screening programs. HIGH INCIDENCE OF HPV IS NOTABLE IN CERVICAL, LIP & ORAL CANCER CASES, AFFECTING APPROXIMATELY 11 PEOPLE PER 100,000 In Calendar Year 2022, the incidence rates of HPV-related cancers per 100,000 population reveal varying levels of prevalence across different types. Lip & oral cancer incidence is at 5.6 per 100,000 population, followed closely by cervical cancer at 11.2. The lack of specified data for laryngeal cancer underscores the need for enhanced reporting and surveillance efforts. The pathway from HPV incidence to detected cases annually in India illustrates significant gaps in prevention and detection. Despite the widespread prevalence of HPV among sexually active women, many infections remain asymptomatic and undetected due to limited access to screening facilities and low awareness. This delay in detection allows HPV, particularly high-risk types, to persist and potentially progress to cervical cancer over time. Enhancing screening coverage, promoting regular HPV vaccination, and improving public education are essential strategies to effectively intercept and manage HPV infections before they escalate into life-threatening conditions like cervical cancer. CERVICAL CANCER CAUSED AROUND 80, 000 DEATHS AND HAS REACHED 84, 940 IN CALENDAR YEAR 2024, UNDERSCORING THE URGENT NEED FOR BETTER PREVENTION AND TREATMENT HPV-related cervical cancer accounts for approximately 84, 940 deaths annually in India, reflecting the severe health consequences of untreated HPV infections. In Calendar Year 2024, HPV-related cancers caused substantial mortality across different types. CERVICAL CANCER INCIDENCE IN INDIA 127, 526 IN CALENDAR YEAR 2022 AND HAS REACHED TO 134,981 CASES IN CALENDAR YEAR 2024 Cervical cancer accounted for 127, 526 cases in India in Calendar Year 2022, with the incidence increased to 134,981 by Calendar Year 2024. HPV-related cancers exhibit significant prevalence across various types, reflecting the widespread impact of HPV infections on different parts of the body. This highlights the critical need for enhanced HPV vaccination campaigns and effective screening programmes. Despite initiatives like the National Cancer Registry, accurate assessment of HPV’s true burden remains challenging due to limited coverage in urban and rural. FUNDING INITIATIVES TO FIGHT INFECTIOUS DISEASES GLOBAL FUNDING INITIATIVES Developmental assistance for health from multilateral organisations is crucial in addressing global health challenges. Funding has prioritised newborn and child health, maternal health, non-communicable diseases, and infectious diseases like malaria and tuberculosis. Infectious disease funding remained a key focus. 155The fight against tuberculosis (TB), HPV-related cervical cancer, and hepatitis continues to receive significant global financial support. The Global Fund’s cumulative investments (till June Calendar Year 2024) reached USD 9.9 billion in TB programs and USD 1.9 billion in TB/HIV collaborative programs. This has contributed to a 38.0% reduction in TB deaths and a 1.0% drop in new cases between Calendar Year 2002 and Calendar Year 2022. Additionally, the Global Fund allocated USD 812.0 million to TB in Calendar Year 2022, a 1.6-fold increase from Calendar Year 2015, with USD 145.0 million of the Calendar Year 2022 TB R&D funding directed to diagnostics. The Bill & Melinda Gates Foundation has pledged USD 912.0 million for TB, HIV, and malaria by Calendar Year 2030, increasing its TB funding by 1.5x from USD 154.0 million in Calendar Year 2015 to USD 226.0 million in Calendar Year 2023. In Calendar Year 2023, the total TB R&D funding amounted to USD 1.2 billion, with USD 167.0 million (13.9% of the total) allocated to drugs and diagnostics. The annual target funding for TB research USD 5 billion by Calendar Year 2027. Global efforts to combat HPV-related cervical cancer received USD 600.0 million in new commitments at the Global Cervical Cancer Elimination Forum, aiming to expand HPV vaccination and improve screening and treatment programs. Despite these efforts, funding remains insufficient to meet global elimination targets, posing ongoing challenges for TB, cervical cancer, and hepatitis. Funding efforts in India India has received considerable funding for the fight against TB, HPV-related cervical cancer, and hepatitis. The Global Fund allocated USD 500.0 million for HIV, and TB programs in India during the Calendar Year 2023- Calendar Year 2025 period. In collaboration with the World Bank, India signed a USD 400.0 million loan agreement for the "Program Towards Elimination of Tuberculosis,” aiming to implement TB control interventions across nine states. This collaboration has helped ensure universal access to diagnostics and high-quality TB care, including services for multidrug-resistant TB. Since 1998, these initiatives have treated over 20.0 million people and prevented 3.5 million deaths. Despite a decline in overall TB funding from USD 33.5 million in Fiscal 2019 to USD 28.8 million in Fiscal 2023, diagnostics have consistently received a substantial share, increasing from 6.0% (USD 2.0 million) in Fiscal 2019 to 10.0% (USD 2.9 million) in Fiscal 2023. India’s HPV vaccination campaign has benefited from USD 600.0 million in global funding to reduce the prevalence of HPV-related cancers. This effort targets girls aged 9 to 14 as part of a broader initiative to fight cervical cancer. Additionally, the Mukh-Mantri Punjab Hepatitis C Relief Fund has treated over 69.6M patients between 2016 to August 2019, with the state setting a goal to eliminate hepatitis C by 2030. This initiative has the potential to save USD 188.0 million in the long term. These funding efforts highlight India’s ongoing commitment to tackling TB, HPV-related cervical cancer, and hepatitis, although additional support is needed to meet global elimination targets. Overview of the Diagnostics market The diagnostics market in India is valued at ₹ 1,131.3 billion (USD 13.3 billion) in Fiscal 2025, with in vitro diagnostics contributing to approximately 57.0% of the market share. 156The diagnostics industry is increasingly recognised as the cornerstone of India’s expanding healthcare sector, propelled by the essential need for accurate diagnosis as the first step in effective healthcare delivery. This market encompasses a wide range of tests and procedures, classified broadly as in vitro diagnosis (pathological tests), which involve tests performed on samples taken from the human body, and in vivo tests (radiology), which involve tests and procedures within the living body to visualise or measure internal body functions and structures. The Indian diagnostics market has shown significant growth between Fiscal 2020-25 and is projected to continue this robust trend through Fiscal 2029. The diagnostics market was valued at ₹ 675.8 billion (USD 9.6 billion) in Fiscal 2020 and grew to ₹ 1,131.3 billion (USD 13.4 billion) in Fiscal 2025, at a CAGR of 10.9% for the said period. The in vitro diagnostics market (IVD) accounts for 57.0% of the diagnostics market, valued at ₹ 644.9 billion (USD 7.6 billion) in Fiscal 2025. Looking ahead, the diagnostics market is projected to grow at a CAGR of 11.7% from Fiscal 2025-30 and is estimated to reach a market value of ₹ 1,964.3 billion (USD 23.2 billion) in Fiscal 2030. This growth trajectory will be propelled by the growing incidence of chronic illnesses, increasing demand for preventive screenings, rising geriatric population, and government healthcare access programs. The Indian in vitro diagnostics (IVD) market can be studied under the following segments: Based on techniques: 1) Immunodiagnostics – This segment utilises immunoassays to detect specific molecules such as antibodies or antigens in biological samples. It includes techniques such as ELISA (Enzyme-linked immunosorbent assay) and CLIA (Chemiluminescent immunoassay). 2) Haematology – Focuses on analysing blood components such as red blood cells, white blood cells, and platelets to diagnose conditions such as anaemia, infections, and leukaemia. Haematology analysers are commonly used in this segment. 3) Molecular diagnostics – Involves analysing nucleic acids (DNA, RNA) to detect genetic disorders, infections, and cancers. Techniques include PCR (Polymerase chain reaction) for amplifying DNA segments and sequencing technologies for analysing genetic sequences. 4) Clinical chemistry – Encompasses the analysis of blood serum, plasma, or urine to measure substances such as electrolytes, enzymes, and hormones. Techniques such as spectrophotometry and chromatography are used to quantify these substances. 5) Other IVD – Includes other diagnostic techniques and tools not covered explicitly by the above segments. It may include coagulation testing, urinalysis, and specialised tests for specific biomarkers or conditions. Based on products: 1) Reagents – These are substances or chemicals used in diagnostic tests to react with a sample to detect or measure a target substance. Reagents are essential components in immunodiagnostics, molecular diagnostics, and clinical chemistry tests. 2) Instruments/Devices – These are devices or equipment used to perform diagnostic tests and analyse samples. Instruments can include haematology analysers, PCR machines, spectrophotometers, and other systems. 1573) Software – Diagnostic software plays a critical role in data analysis, interpretation of results, and integration of diagnostic systems. It includes software for instrument control, data management, patient information systems, and interpretation algorithms for molecular diagnostics and other complex tests. Based on the application: 1) Illness – Includes diagnostic tests used for detecting and diagnosing diseases, infections, and medical conditions. It can include tests for infectious diseases (like HIV and hepatitis), cancer diagnosis (using molecular and immunoassay techniques), autoimmune disease (such as rheumatoid arthritis), and cardiovascular disease (like cardiac biomarker tests). 2) Wellness and preventive tests – Focus on diagnostic tests aimed at preventive healthcare, wellness monitoring, and early detection of potential health risks before symptoms appear. It includes screening tests for diabetes (glucose tests), cholesterol levels, genetic predispositions, and general health assessment (like vitamin levels and metabolic panels). Clinical chemistry is the leading technique contributing 31.0% share of all IVD techniques practiced and as of Fiscal 2025 has a market size of ₹ 199.9 billion (USD 2.4 billion) followed by immunodiagnostics valued at ₹ 151.6 billion (USD1.8 billion). India is still a reactive market compared to the developed countries which are proactive. Most IVD tests are illness-based and only approximately 11% of tests are wellness and preventive tests. Molecular diagnostics tests play a crucial role in detecting specific infectious and non-communicable diseases, conditions, and genetic variances, enabling healthcare providers to enhance patient outcomes and reduce healthcare costs by facilitating early and accurate disease diagnosis and improved disease monitoring. 158The molecular diagnostics segment in India's IVD market is poised for rapid growth, with a projected CAGR of 17.0% from Fiscal 2025 to Fiscal 2030. This growth is fuelled by advancements in POCT diagnostic technologies, an increasing focus on personalised medicine, and heightened awareness of the importance of early and accurate disease detection. The COVID-19 pandemic significantly increased public awareness of molecular diagnostics, with PCR tests gaining widespread popularity for their effectiveness in detecting viral infections. The per spend on diagnostics in India (USD 9), is markedly lower than that of other developed and emerging economies of the world The diagnostic market’s growth potential can be better understood by examining its per capita spending on diagnostics and comparing it with other countries. As of Calendar Year 2024, the USA has the highest per capita spend on diagnostics at USD 290 followed by the UK (USD 265) and Germany (USD 252). Such high per capita spending is indicative of the country’s advanced healthcare infrastructure, robust healthcare system, and usage of cutting-edge technology. Globally, for Calendar Year 2024, an estimated USD 175.0 billion was spent on pathology annually, and over 14.3 billion slides were prepared for diagnostics evaluation. Brazil (USD 60) and Saudi Arabia (USD 53) show moderate spending levels per capita reflecting ongoing improvements in the healthcare infrastructure. India’s per capita spend of USD 9 falls on the lower spectrum, indicating significant challenges in healthcare accessibility and infrastructure. Countries with a higher per capita spend benefit from early detection and timely medical interventions. Countries with low public healthcare spending place a high economic burden on the individuals. The high out-of-pocket expense for diagnostics in India can deter patients from seeking necessary medical care and increase long-term healthcare costs. Low per capita health expenditure and significantly lower number of diagnostic tests conducted per capita reflect under penetration of diagnostic services in India India, being one of the fastest-growing economies, has immense opportunities for growth in the healthcare sector, particularly in improving the reach of diagnostic services. Currently, the market is under penetrated, and the difference in penetration is stark when compared to global counterparts, including other developed and emerging economies. 159In India, the healthcare market is largely dominated by healthcare delivery providers, i.e., hospitals, which constitute 54.0% of the market, followed by pharmaceuticals (26.0%), and health insurance (6.0%). The diagnostics segment contributes only 6.0% to the healthcare landscape in India, reflecting lower overall expenditure on diagnostics in the country. While the diagnostic sector constitutes a significantly larger share (15.0%) of the US healthcare market, valued at USD 873.0 billion in Calendar Year 2024. A more robust healthcare infrastructure ensures wider accessibility and availability of diagnostic services, reflected by the larger market share. Limited access to affordable diagnostics solutions, inadequate infrastructure, including electricity and laboratory resources, and a lack of facilities pose significant obstacles to providing healthcare for patients with infectious and non-communicable diseases, particularly in underserved populations across the globe. The number of diagnostic tests conducted per capita further reflects the disparities. The USA conducts the highest number of diagnostic tests at 21 tests per capita. Australia (19), France (19), and Germany (17) are among the leaders in conducting diagnostic tests among their populations. Developing economies like Brazil also perform 9 tests per capita. Conversely, India performs only 2 diagnostic tests per capita. The low contribution of diagnostics in the healthcare market and the limited volume of diagnostic tests suggest a significant under-penetration of diagnostic services. Next-generation diagnostic services are addressing long-standing issues in the healthcare system, including accessibility, affordability, and accuracy The diagnostic sector in India is witnessing significant transformation with the advent of next-generation technologies. A few crucial trends that are shaping the future of diagnostics are as follows: 160Scale-up of Integrated Public Health Laboratory (IPHL) by government, increasing the diagnosis of disease Recent developments in the policy, volume of investments, and innovation are gradually affecting change in India’s diagnostics sector. • Infrastructure scale-up of Designated Microscopy Centres (DMCs) by approximately 90% (approximately 13,500 in Calendar Year 2014 to approximately 25,500 in Calendar Year 2024), along with the establishment of approximately 8,300 molecular diagnostic laboratories (CBNAAT & Truenat) in the public sector and approximately 1,400 installations in the private sector till date • Molecular diagnostic testing facilities in India have the potential to scale up to approximately 50,000 (with approximately 17,000 private installations and approximately 33,000 public), driven by public–private investments and rising demand for precision diagnostics. • The number of drug-resistant TB treatment centres has increased from 127 in Calendar Year 2014 to 792 in Calendar Year 2022. • Increasing health insurance penetration, through government initiatives like AB-PMJAY, alleviates financial burdens for patients seeking diagnostic tests, boosting utilisation rates. • The Government of India and the Centre for Disease Control and Prevention (CDC) support the scale-up of the Integrated Public Health Laboratory (IPHL) across all 730 districts in India by streamlining laboratory practices and increasing laboratory diagnostic capacity. The diagnostics industry is shifting from centralised labs to more accessible peripheral and decentralised testing models, reducing turnaround times and enhancing patient care The diagnostics industry is significantly shifting from traditional centralised lab testing to more distributed and accessible models. Centralised labs have historically provided a wide range of specialised tests, but this model of diagnostic testing present several shortcomings, Patients are required to schedule in-person appointments, travel to separate testing facilities, and rely on sample transportation from remote locations, which often leads to longer turnaround times (TAT) and delays in healthcare delivery (i.e. detection and treatment). These logistical and technical challenges result in increased costs and delayed results. The lack of timely access to reliable diagnostics has been a major issue, particularly in low- and middle-income countries. Additionally, centralised systems often struggle to manage disruptions, such as pandemics, and may not effectively serve remote populations and those with limited access to traditional healthcare. Additionally, there is a growing trend toward decentralised testing, including point-of-care (POC) and home-based testing. Initially limited to glucose monitoring and pregnancy tests, the scope of decentralised testing has significantly broadened, especially following the COVID-19 pandemic. These methods have proven crucial for rapid diagnostics, offering immediate results and supporting timely medical decisions. POC testing offers several advantages over tests performed at centralised laboratories, including improved quality of care, rapid turnaround time, and cost- effectiveness. These advantages highlight the potential of POC molecular diagnostics to significantly enhance patient care, public health efforts, and overall healthcare delivery. POC testing also enables mass testing within a short timeframe, which can help contain the spread of diseases within communities. It can also be conducted in constrained environments with limited space and electricity, making it valuable for various healthcare settings. Centralised PCR machines present several notable challenges that impact their efficiency and accessibility. The 161turnaround time for results ranges from 2 to 7 days, delaying critical diagnostic and treatment processes. These machines require a minimum batch of 100 samples to operate efficiently, which can cause further delays if sample numbers are insufficient. Centralised PCR testing necessitates controlled laboratory environments, posing risks to sample integrity due to potential contamination or mishandling. The requirement for specialised setups also results in significant capital expenditure, demanding substantial investment in equipment and facilities. These factors collectively hinder the overall effectiveness of centralised PCR testing solutions. Traditional diagnostic services rely on the hub-and-spoke model, but the rise of molecular diagnostics and home-based POC testing is transforming healthcare delivery Diagnostic services in India employ various operating models to cater to the diverse healthcare needs of the population. These models include a hub and spoke model (comprising national centres, regional centres, satellite centres, and collection centres), hospital labs, standalone labs, and home-based testing provisions. They are designed to increase the accessibility, efficiency, and comprehensibility of diagnostic tests in the country. IVDs and medical devices in India are regulated by the CDSCO and fall under the purview of the Medical Devices Rules 2017 The regulatory landscape for IVDs and medical devices in India underwent a comprehensive revamp with the introduction of the ‘Medical Device Rules,’ 2017. These regulations, which came into effect in January 2018, represent a significant shift in how IVDs and medical devices are governed and control the licensing, registration, and sales of medical devices. The regulations address labelling, registration requirements, production standards, licensing authority, classification, and quality management system compliance. Clinical investigations, audits, adherence to safety standards, and Medical Device Officer enforcement are all covered under the legislation. CDSCO, an agency under the Ministry of Health and Family Welfare, is the primary regulatory body responsible for 162overseeing the import, manufacture, sale, and distribution of IVD kits and reagents. The CDSCO operates in accordance with the provisions set out in the Drugs & Cosmetics Act, 1940 & Rules of 1945. Impact on molecular diagnostics: 1) Regulatory support for innovation – The Indian regulatory framework has fostered an environment that encourages innovation in molecular diagnostics. The introduction of policies has enabled the commercialisation of advanced technologies and led to increased availability of cutting-edge diagnostic tools such as Next-Gen Sequencing (NGS) and CRISPR–based diagnostics 2) Improved quality standards – The implementation of stringent quality control measures and standards for challenge products ensures that only high-quality and reliable diagnostic tools are available in the market. This has increased the credibility of Indian diagnostic products both domestically and internationally, contributing to market growth 3) Expanded testing capacities – Regulatory initiatives during the COVID-19 pandemic significantly expanded the capacity of molecular testing in India. The establishment of numerous RT-PCR labs across the country increased testing capabilities, which remain in place post-pandemic, ensuring high capacity for molecular diagnostics 4) Promotion of POCT – Increased accuracy of POCT tests has increased access and acceptance of POCT in India. This promotes decentralisation of diagnostic services, making diagnostic services more accessible and improving overall healthcare outcomes 5) Global collaborations and increased investments – The favourable regulatory environment has attracted investments from global IVD companies, further driving the growth of the molecular diagnostics market in India Molecular diagnosis market The global molecular diagnostics market was valued at USD 18.1B billion in Calendar Year 2024 and is expected to reach USD 28.4 billion in Calendar Year 2029, growing with a CAGR of 9.4 % from Calendar Year 2024-29, driven by the increasing prevalence of infectious and non-communicable diseases and genetic disorders globally. Molecular diagnostics, also known as molecular pathology, involves examining DNA or RNA, the unique genetic codes within our cells, to identify sequences that signal the potential onset of specific diseases. They enable rapid and accurate identification of pathogens like bacteria and viruses through techniques such as PCR. They are used for managing diseases by analysing genetic mutations to guide personalised treatment, monitoring disease progression, predicting treatment responses, and facilitating precision medicine approaches. 163Indian Innovator: Pioneering accessible molecular diagnostics and revolutionising global healthcare Molecular diagnostics started with centralised PCR labs in the 1980s designed for large cities and hubs, with high infrastructure cost and high TAT of 2-7 days, turned to Integrated PCR in mid-2000s, which had comparatively lower infrastructure cost and low TAT of 1-2 hours. Since the mid-2010s, PoC PCR has been used. PoC PCR have low infra cost and TAT of less than one hour. Molbio has launched Truenat, a PCR platform which has been endorsed by WHO. Molbio is the only global PoC-PCR platform that can operate in a resource-limited setting, reaching the Primary care level. These newer systems are often portable, battery-operated, and capable of functioning in resource-limited settings with room temperature-stable reagents, making them highly suitable for primary care use. Molbio has pioneered this shift with its Truenat PCR platform, which is a POCT PCR solution proven to operate in low-resource environments and endorsed by the WHO. For diseases like TB, hepatitis & HPV, HIV and STDs & STIs, two key players, Cepheid and Molbio, are found to have the major market share. Molbio launched its Truenat system in 2017, the Truenat micro-PCR platform-based diagnostic kit was launched in October 2018, marking a significant step in TB diagnostics. It was endorsed by the WHO in January 2020 as an initial diagnostic test for pulmonary TB and rifampicin resistance and has since been integrated into India's National Tuberculosis Elimination Programme. Cepheid’s Xpert TB testing system has been in the market since 2010, providing molecular diagnostics for TB. Molecular diagnostics offer several key advantages, including higher sensitivity and specificity, as well as faster results Molecular diagnostics offers precise and rapid detection of genetic and infectious diseases by analysing nucleic acids. This technology enables early diagnosis, personalised treatment, and better management of diseases, making it a powerful tool in modern healthcare. Its accuracy and speed significantly improve patient outcomes and reduce healthcare costs. The advantages of molecular diagnostics include: 164Traditional diagnostics primarily depend on physical symptoms, patient history, and laboratory-based biomarker tests. They often suffer from poor accuracy and frequently require further confirmatory testing. Traditional methods may not always pinpoint the exact cause of a disease. In contrast, molecular diagnostics focus on the molecular and genetic characteristics of diseases, offering a high level of accuracy. This gold standard technology is confirmatory by itself and allows for targeted treatment and personalised medicine, significantly enhancing the precision and effectiveness of diagnostic processes. Growth drivers of the global molecular diagnostics market The molecular diagnostic industry has high entry barriers and is characterized by extensive R&D and rapid technological changes. These dynamics, while challenging for new entrants, also fuel continuous innovation and market evolution. As a result, the molecular diagnostic market is propelled by key drivers like advancements in genetic testing and sequencing technologies, broader applications in personalised medicine and rising global demand for precise and swift diagnostic solutions. Below are several significant drivers fostering growth in the industry: In Calendar Year 2024, infectious diseases contribute to 46.4% of the total global molecular diagnostics market, followed by oncology with 21.5% The global molecular diagnostics market is divided into three main segments. The infectious disease segment dominates, making up to 46.4% of the market in Calendar Year 2024. This is followed by the oncology segment, which accounts for 21.5%, and genetic testing, which holds a 15.0% share. The remaining 17.1% of the market is comprised of various other applications, including pharmacogenomics, microbiology, human leukocyte antigen (HLA) typing, and blood screening. Infectious diseases hold the majority of the share in the global molecular 165diagnostics market with a market value of USD 8.4 billion in Calendar Year 2024, which is projected to grow to USD 12.9 billion in Calendar Year 2029 with a CAGR of 9.0%. The fastest growing segments would be the genetics diagnostic and oncology segment, growing at a CAGR of 12.0% and 11.3% from Calendar Year 2024-29. Advanced PCR technologies, alongside next-generation sequencing and liquid biopsy, are some of the emerging trends and innovations in the molecular diagnostics market Recent trends and innovations in the global molecular diagnostic technology market have revolutionised healthcare diagnostics. Advances in PCR, digital PCR, and LAMP are enhancing speed, sensitivity, and portability. These developments underscore a shift towards more precise, efficient, and accessible molecular diagnostics worldwide. Listed below are some of the latest trends and innovations in the market: Polymerase Chain Reaction (PCR) holds a majority share in the global molecular diagnostics market at 42.9%, followed by Microarrays with a 12.6% share. Isothermal amplification and nucleic acid hybridisation hold 8.6% & 10.5% share respectively. The global molecular diagnostics market, valued at USD 18.1 billion in Calendar Year 2024, is segmented into four primary categories: PCR, isothermal amplification, nucleic acid hybridisation, and microarrays. PCR holds the largest share at 42.9%, followed by microarrays at 12.6%, nucleic acid hybridisation at 10.5%, and isothermal amplification at 8.6%. The remaining 25.4% of the market is occupied by other technologies, including next-generation sequencing 166and immunochemistry. This distribution reflects the extensive adoption and versatility of PCR, as well as the growing importance of other molecular diagnostic methods in various clinical and research applications. Polymerase Chain Reaction (PCR): PCR is a technique used to amplify small segments of DNA or RNA. It involves repeated cycles of heating and cooling, allowing specific sequences to be copied millions of times over. The key steps in PCR are: • Denaturation: Heating the DNA to separate its two strands. • Annealing: Cooling the DNA so that primers can attach to the target sequences. • Extension: Using a DNA polymerase enzyme to extend the primers, synthesising new DNA strands PCR has gained popularity, especially for TB testing, shifting from traditional sputum microscopy because it offers higher sensitivity and specificity than sputum testing, enabling quicker and more accurate detection of TB bacteria, including drug-resistant strains, thereby improving diagnostic reliability and patient outcomes. The shift to PCR testing offers a large market opportunity with major contributions from Asia and Africa because these regions have high TB prevalence and significant healthcare challenges. PCR’s superior accuracy and rapid results enhance TB control efforts, making it a critical tool in these under-resourced areas. PCR is extremely advantageous for POC testing as it provides rapid, accurate, and sensitive detection of pathogens directly at the site of patient care, facilitating immediate clinical decision making. COVID-19 tests, conducted globally, have played a crucial role in identifying and controlling the spread of the virus. These tests, including molecular, antigen, and antibody tests, have enabled widespread screening, early diagnosis, and tracking. During the pandemic, facilities like the University of Washington Medical Centre in the USA experienced a massive surge in PCR testing, with volumes increasing from 50,000 tests annually to 4 million tests over just 22 months, due to COVID-19. This reflects a significant escalation in the scale and frequency of PCR testing compared to pre-pandemic levels. In the UK, PCR tests accounted for 26% of all COVID-19 tests conducted by the end of the pandemic. Whereas, in India, PCR tests accounted for 49.4% of all COVID-19. • Isothermal amplification: It refers to DNA amplification techniques that occur at a constant temperature, unlike PCR, which requires thermal cycling. • Nucleic acid hybridisation: It involves the pairing of complementary nucleic acid strands to form double-stranded molecules. 167• Microarrays: They are tools used to analyse the expression of many genes simultaneously or to genotype multiple regions of a genome. They consist of a grid of microscopic spots, each containing a specific DNA probe. North America accounts for 46.4% of the total molecular diagnostics market value, followed by Europe and APAC In Calendar Year 2024, North America led the global molecular diagnostics market, commanding a significant share of 46.4%, followed by Europe at 23.2%, and Asia Pacific at 20.9%. This distribution underscores North America’s prominent position in the industry, due to advanced healthcare infrastructure, robust R&D investments, and widespread adoption of molecular diagnostic technologies. China, India, Indonesia, and Philippines markets are experiencing rapid growth in healthcare infrastructure and spending to improve healthcare access and quality. In Africa, countries like South Africa, Nigeria, and Kenya are witnessing growth in molecular diagnostics to address infectious diseases and improve healthcare outcomes. In South America and the MENA regions, the market is driven by increasing healthcare infrastructure investments, a rising prevalence of infectious diseases, and growing awareness of early disease detection. Additionally, government initiatives to improve healthcare access and the adoption of advanced diagnostic technologies significantly contribute to market expansion in these regions. The molecular / POC testing market is also gaining traction in other emerging or developing economies (like India, Brazil, Cambodia, Turkey, etc.) as it improves access to advanced diagnostic tools, bypassing the typical constraints of centralised labs. These technologies deliver rapid and accurate results, crucial for timely diagnosis and treatment in regions with scarce healthcare resources. By lowering costs and reducing turnaround times, POC testing enhances healthcare efficiency, addressing the significant burden of infectious diseases and chronic conditions. Additionally, the decentralised approach of POC testing empowers local healthcare providers, leading to better patient outcomes and overall public health advancements. Overview of the global molecular POCT market Point of care diagnostics currently has a market potential (TAM) of USD 27.8 billion, with Endocrinology and infectious diseases being major contributors Point-of-care testing (POCT) refers to diagnostic tests conducted at or near the site of patient care, rather than in a centralised laboratory, enabling healthcare providers with onsite diagnosis and making immediate clinical decisions. POCT also enables the HCPs to monitor patient health remotely, improving healthcare access. The global POCT market is valued at USD 27.8 billion in Calendar Year 2024 and expected to grow at a CAGR of 18.7% over Calendar Year 2024-29P, with the APAC region being the largest market With a growing emphasis on rapid and accessible diagnostics, the total addressable market for global POCT (based on the number of tests conducted) currently stands at USD 27.8 billion (₹ 2,350.8 billion) (infectious and non- infectious diseases) and is projected to grow at 18.7% CAGR between Calendar Year 2024-29 to be a USD 65.7 billion (₹ 5,555.6 billion) market by Calendar Year 2029P. This growth is expected to be fuelled by technological 168advancements, increased awareness and adoption of point-of-care testing, and the rising prevalence of both chronic and infectious diseases globally. The rising prevalence of infectious diseases like TB, HPV and other STIs, and the rising demand for rapid and accurate diagnosis have fuelled the growth of the POCT market. Advancements in technology and the development of more user-friendly and sophisticated POCT devices have made them more accessible even in remote and resource-limited settings. In Calendar Year 2024, the global POCT market was predominantly led by APAC, North America, and Europe, which accounted for 28.1%, 25.5%, and 16.1% of the market share, respectively. The advanced healthcare infrastructure and substantial healthcare expenditures in these developed regions have facilitated their early adoption of POCT technology. MENA and Latin America collectively represent 21.0% of the market in Calendar Year 2024. These regions present significant growth opportunities due to their large populations and high prevalence of infectious diseases such as tuberculosis, malaria, and dengue. APAC is expected to grow at a CAGR of 18.9%, while MENA and Latin America are projected to grow at a CAGR of 18.8% and 17.2% respectively, between Calendar Year 2024 and Calendar Year 2029. POCT is poised to enhance the availability, accessibility, and affordability of healthcare and diagnostic services in APAC, Latin, and MENA regions, which are currently challenged by economic disparities and inadequate healthcare infrastructure. TB and other related respiratory diseases drive the molecular POCT markets globally The Total Addressable Market for the global point-of-care testing market for infectious diseases expanded from USD 4.6 billion in Calendar Year 2019 to USD 8.9 billion in Calendar Year 2024, with a CAGR of 14.3%, and is further expected to accelerate to USD 25.3 billion by Calendar Year 2029P, driven by a higher CAGR of 23.2% from Calendar Year 2024-29. STI and HCV exhibit the highest projected growth of 33.6% and 28.8% respectively, for Calendar Year 1692024-29P. Advancements in rapid diagnostic technologies fuel the increasing demand for POCT solutions across diverse disease categories. Infectious disease testing constitutes a significant segment of the global POCT market, accounting for approximately 31.4% of the total market. Within this segment, TB testing stands out as the largest contributor, followed by HPV, HCV, HBV, and sexually transmitted infections, which also contribute to the infectious disease testing market. Sputum collection for TB tests has been problematic due to the risk of aerosolisation, difficulty in obtaining high-quality samples, and the complexity of DNA extraction methods. POCT is commonly used in a variety of settings, including hospitals, clinics, pharmacies, and even at home, covering a wide range of conditions. This segment of tests gained significant attention, especially during the COVID-19 pandemic. Rapid antigen and antibody tests are performed to provide quick results for conditions like influenza, HIV, and COVID-19. Nucleic Acid Amplification Test (NAAT) detects genetic material from pathogens for confirmation of diseases such as TB, malaria, gonorrhoea, and chlamydia. 170The Point-of-Care testing (POCT) market can be classified under the following segments: Based on disease type: 1) Tuberculosis – TB is a highly contagious respiratory disease with over 10.8 million new cases reported globally in the year Calendar Year 2024 (expected). It causes about 1.3 million deaths globally, with HIV patients at a higher risk of TB-related death. TB is the largest contributor to the infectious diseases market. In 2024, approximately 170.8 million tests were performed, valued at USD 2,329.1 million. The UN's SDG targets TB elimination by Calendar Year 2030, with WHO aiming for 100% molecular testing. Rising demand from high- TB nations and national TB programs will drive the POCT market growth. 2) Cervical cancer – Cervical cancer is the fourth most common cancer in women worldwide, caused by the human papillomavirus (HPV). In 2022, HPV led to approximately 6,60,000 cervical cancers in women and 72,000 cancers in men. HPV test and Pap smear are the most common screening tests for the detection of HPV. 3) Sexually transmitted infections – STIs such as HIV, Syphilis, Gonorrhoea, and Chlamydia affect over 200M patients every year. The global incident cases were reported as 374 million in Calendar Year 2020. While POC tests such as viral load tests are gaining popularity for the diagnosis of HIV, the lack of cost-effective rapid diagnostic tests (RDTs) for Syphilis, Gonorrhoea, and Chlamydia has led to lower POCT adoption for these diseases. An estimated 21.2 million POC tests were conducted for STIs globally in Calendar Year 2024 at an estimated value of USD 663.5 million. 4) Hepatitis – Hepatitis is severely underdiagnosed worldwide, with 80-90% of the population unaware of their infection. Currently, point-of-care testing of Hepatitis B and Hepatitis C contributes USD 1,130.3 million to the infectious disease market, with an estimated 65.8 million point-of-care tests conducted annually for Hepatitis B and 12.3 million for Hepatitis C. Currently, serological and molecular tests are available for the diagnosis of Hepatitis B and C. Rapid diagnostic tests generally have lower analytical sensitivity. Although some viral hepatitis markers are already available in POCT formats, there is a need to develop and validate tests for additional markers or novel technologies for clinical use. WHO’s global hepatitis strategy, endorsed by all WHO member states, aims to reduce infections by 90% and deaths by 65% by Calendar Year 2030. 5) Other infectious diseases – Include influenza and tropical diseases such as malaria and dengue, GI infections, sepsis, etc. Based on the test setting: 1) Clinical setting – POCT in primary care clinics, emergency departments, and outpatient clinics typically use basic lab infrastructure. These testing devices often function with or without external power and require minimal training. Operated by skilled professionals like nurses, technicians, or lab workers. 2) Alternate settings – POCT for home use or community outreach requires no specialised infrastructure and includes basic rapid diagnostic tests (RDTs) like pregnancy and tests for infectious diseases such as Dengue and Malaria. POCT for TB is now being extensively promoted at the primary healthcare level through community outreach programs organised by the government and NGOs. Clinic POC test units Alternative settings Location Primary care clinics, hospitals Community outreach, home testing Lab Minimal lab equipment needed with power No infrastructure required infrastructure supply PCR, basic microscopy, Rapid diagnostic Test types Rapid diagnostic tests (RDT) tests (RDT) Upper respiratory specimens, some blood Fingerstick blood, nasal swabs, saliva, Sample handling samples urine Nurse, pharmacist, community care Operator skill Nurse, trained laboratory technicians worker, self POCT is a game-changer in LMICs, providing rapid, on-site diagnostics for infectious diseases, improving access to timely treatment in resource-limited settings 171Point-of-Care Testing (POCT) plays a crucial role in Low and Middle-Income Countries (LMICs), offering several significant benefits. In these regions, healthcare infrastructure is often limited, and access to centralised laboratories can be challenging due to geographical barriers, underfunded healthcare systems, and limited resources. POCT allows for rapid diagnosis at the point of care, improving access to timely and accurate healthcare in rural and remote areas. A large portion of molecular POCT is conducted in LMICs, primarily for the diagnosis of infectious diseases such as tuberculosis, HIV, and malaria. These regions face a high burden of infectious diseases, and molecular POCT offers rapid, sensitive, and accurate detection. Tests such as Truenat and GeneXpert for TB, rapid HIV viral load assays, and rapid tests for malaria and tropical diseases are vital for managing public health in LMICs. The portability, speed, accuracy, and ease of use of POCT make it an essential tool for resource-limited settings, where immediate diagnosis is often critical to prevent disease spread and provide timely treatment. Overview of the POCT equipment market The success and expansion of point-of-care testing are fundamentally tied to the advancements in the underlying technology. Innovations such as the "lab on a chip" have significantly reduced test turnaround times and have extended diagnostic capabilities to regions where traditional methods were previously inaccessible. Point-of-care devices have played a crucial role in enhancing access to essential diagnostic services and making a substantial impact on global healthcare delivery. Moreover, the minimal training required for personnel to operate POC testing equipment sets it apart from traditional laboratory-based systems, making it more accessible and feasible for a wider range of healthcare providers to utilise. Point-of-care devices can be classified into two types: 1) Disposable POCT devices – Include RDT kits such as Dengue, Malaria, and COVID-19 tests that are disposed off after a single use 2) Tabletop analysers – Sophisticated, portable machines that are usually battery-powered or electrically operated to perform specialised molecular or immunodiagnostic tests to detect infectious diseases such as TB, HPV, STIs, and GI disorders. These machines usually include a cartridge onto which a patient sample is loaded and analysed using innovative technologies and platforms to receive accurate results. The global molecular POCT equipment market valued at USD 2,505.2 million (approximately ₹ 211.8 billion) is projected to grow at a CAGR of 27.1% between Calendar Year 2024-29 The global Molecular POCT equipment market, valued at USD 1,003.8 million in Calendar Year 2019, grew at a CAGR of 20.1% between Calendar Year 2019-24, fuelled by the increased demand for rapid diagnosis and screening tests. The market is expected to continue expanding significantly as POCT devices become more integrated into regular diagnostic methods worldwide, thus poised to grow at a CAGR of 27.1% from Calendar Year 2024-29P. 172Overview of Indian molecular diagnostics & POCT market India holds a huge market for POCT with the current market potential (TAM) at ₹ approximately 198.5 billion (USD approximately 2.3 billion) in Fiscal 2025, projected to grow at 17.3 % CAGR to be at ₹ approximately 440.9 billion (USD 5.2 billion) market by Fiscal 2030 India has become the diabetes capital of the world and a hotbed for major infectious diseases such as TB. It is evident that India holds significant market potential in both Endocrinology and Infectious disease (based on the number of tests performed). The infectious POCT market is estimated to have a market potential of ₹ 88.2 billion (USD 1.0 billion), closely followed by endocrinology diseases with a market potential of ₹ 87.9 billion (USD 1.0 billion) in Fiscal 2025. These markets are projected to reach ₹ 236.6 billion (USD 2.8 billion) and ₹ 169.5 billion (USD 2.0) respectively, by Fiscal 2030, due to the high prevalence of lifestyle diseases and the growing incidence of infectious diseases in the region. Enhanced healthcare infrastructure, increased investments in diagnostic technologies, and growing awareness about early disease detection are expected to drive the infectious disease market further, resulting in a higher CAGR of 21.8 % between Fiscal 2025-30P. 173 S M o le c u la r P O( U S M , C Y 1 9 1 ,0 0 3 . C Y 1 9 o u rc e (s ): 1 L a ttic e a n a C T- 2 9 ly sis eP q u) C A2 0 i p m G R.1 % e n t m a r k e t - G 2 ,5 0 C Y l o b 5 .2 2 4 a l C2 A7 G.1 R% C ,3 Y 2 2 6 9 .0 PIndia holds a vast market for infectious diseases, with the current market potential (TAM) at ₹ approximately 88.2 billion (USD 1.0 billion) in Fiscal 2025, projected to grow at a robust 21.8% CAGR to reach ₹ approximately 236.6 billion (USD 2.8 billion) by Fiscal 2030. India's infectious disease burden remains high, driven by a large population, high prevalence of diseases like TB, and growing cases of viral infections such as hepatitis and HPV. The market for infectious disease diagnostics is significantly influenced by factors such as healthcare infrastructure advancements, increased investment in diagnostic technologies, and heightened awareness around early disease detection. Between Fiscal 2020-25, the infectious disease market witnessed a notable 15.7 % CAGR, fuelled by increasing demand for testing and diagnostics. Looking ahead, the market is anticipated to expand even faster, underpinned by an increase in disease awareness, government initiatives, and a strong push toward improving early diagnostic capabilities across the country. The TB diagnostics market in India is expected to grow at a CAGR of 20.5% between Fiscal 2025 and Fiscal 2030P from ₹ 65.7 billion (approximately USD 0.8 billion) to reach ₹166.8 billion (approximately USD 2.0 billion), reflecting its critical public health significance. TB is followed by Hepatitis (viral infections) diagnostics with a share of ₹ 10.3 billion (USD 0.1 billion) in Fiscal 2025. The growth of the Indian infectious diseases market is driven by increasing awareness, expanding healthcare infrastructure, and increased adoption. The Indian molecular point-of-care testing market for infectious diseases is valued at ₹ 60.5 billion (USD 0.7 billion) in Fiscal 2025 and is expected to reach approximately ₹ 151.1 billion (USD 1.8 billion) by Fiscal 2030P, at a CAGR of 20.1% 174Valued at ₹ 31.7 billion (USD 0.4 billion) in Fiscal 2020, the Indian POCT market grew to ₹ 60.5 billion (USD 0.7 billion) in Fiscal 2025, achieving a CAGR of 13.8 %. This market growth is expected to accelerate further with a CAGR of 20.1 % from Fiscal 2025 to Fiscal 2030P, projecting the market to reach ₹ 151.1 billion (USD 1.8 billion) by Fiscal 2030P. Increased accessibility, cost efficiency, and a rising market for TB are the major trends driving the adoption of Point-of-Care Testing (POCT) across healthcare settings Point-of-care testing (POCT) transforms healthcare with fast diagnostic results directly at patient care sites like clinics, pharmacies, or homes. It boosts efficiency, accelerates treatment decisions, enhances patient outcomes, and reduces reliance on centralised laboratories. These developments have significantly impacted the healthcare industry by improving accessibility, cost-efficiency, and diagnostic capabilities, especially in resource-limited settings and for critical conditions like tuberculosis, HIV, cancers, etc. The POCT testing market for infectious diseases in India is an ₹ 60.5 billion (USD 0.7 billion) market, with approximately 70.6% of the market share attributed to point-of-care tests for TB and other respiratory diseases. 175The Indian POCT market is segmented by various disease types, reflecting its diverse applications. Key segments include respiratory disease diagnostics, comprising TB tests, rapid tests for diseases like dengue and malaria, hepatitis, STI and HPV tests. Each therapy area drives growth by addressing specific healthcare needs and enhancing the accessibility and efficiency of diagnostic solutions across different patient populations. In India, approximately 25.1 million point-of-care tests were conducted for TB in Fiscal 2025. The list is followed by Hepatitis B (11.6 million tests) and tests for STIs such as HIV and Syphilis (5.1 million tests). Some of the other tests include tests for tropical diseases (Malaria, Dengue) and Hepatitis C. Although the prevalence of HPV related diseases such as cervical cancer is high in India, its regular screening or monitoring is not very frequent. Less than 2% of the female population susceptible to cervical cancer get screened in India, and 0.1 million molecular POC tests are conducted for HPV. HPV screening may be added to the national programs, expected to rapidly push the market for HPV testing in India. Approximately 85% of these POC tests are based out of clinical settings with HCPs, nurses, or lab technicians performing them. In different hospital settings, POCT is more prevalent in district hospitals with approximately 40% share of the market due to their deeper penetration, minimal infrastructure, skilled manpower requirements, faster turnaround time and capacity to manage a broader range of diagnostic tests. 176District hospitals have better infrastructure, resources, and trained personnel to operate advanced POCT devices. Additionally, these hospitals cater to a higher patient volume and offer specialised services that require immediate and precise diagnostics. This makes POCT a critical tool in their daily operations. Both government district hospitals and community care centres adopt various models for the implementation of POCT, such as: 1. Community care centres: • Mobile POCT units: Mobile POCT units are specialised vehicles equipped with POCT devices that travel to remote or underserved areas, providing essential healthcare services. These units are ideal for screening programs and vaccination drives, ensuring that healthcare reaches populations who have limited access to fixed medical facilities. • Community health workers: Community Health Workers (CHWs) are trained individuals who carry POCT devices to patients’ homes, providing essential healthcare services directly within the community. They are particularly effective in managing chronic diseases, offering antenatal care, and conducting follow-up visits 2. District hospitals: • Decentralised labs: Decentralised POCT stations involve the distribution and utilisation of POCT devices across various hospital departments, including emergency rooms, ICUs, and outpatient departments. These stations enable rapid diagnostics for critical care situations, pre-surgical assessments, and routine outpatient diagnostics. • Centralised labs: Centralised POCT laboratories are specialised sections within a hospital’s main laboratory dedicated to performing POCT. These labs handle high-throughput tests, accommodating a large volume of patients, including those in emergency and inpatient care. The Indian Molecular POCT equipment market valued at ₹ 27.8 billion (USD 0.3 billion) is projected to grow at a CAGR of 25.2% between Fiscal 2025-30 P The Indian market for molecular POCT equipment is projected to grow drastically, backed primarily by strong government intervention to expand the reach of point-of-care testing to rural areas and PHCs. The market is ₹ 27.8 billion (USD 0.3 billion) in Fiscal 2025 and displayed a robust growth of 20.94% in the period spanning Fiscal 2020- 25. Fuelled by the increasing penetration of POCT in India, the market is projected to grow at a CAGR of 25.2% between Fiscal 2025-30P to reach ₹ 85.7 billion (USD 1.0 billion) by Fiscal 2030P. Cost, skill gaps and limited infrastructure are the key challenges in the adoption of molecular POCT at primary health centres (PHCs) The adoption of molecular point-of-care testing (POCT) by primary healthcare centres is increasing due to its potential for providing rapid, on-site diagnostic results. This advancement enhances patient management and reduces wait 177 I n( % S o u d i a n m, F Y 2 A C B rc e (s):1 L o l e c u l a r P O5 ) I N R 1 9 .5 B lte r n a te s e ttin g ,1 5 % lin ic a l s e ttin g ,8 5 % y c a r e s e ttin g a ttic e a n a ly sis C T m a r k e t ( T A M ) b y c a r e h I N R 1 9 .5 B O th e rs , 1 5 % P r iv a te H o s p ita ls ,2 5 % C o m m u n ity c a r e ,2 0 % D is tr ic t h o s p ita l,4 0 % B y h o s p ita l s e ttin g o s p it a l s e t t in gtimes. However, challenges such as high costs, the need for specialised training, infrastructure limitations, and maintaining quality control hinder widespread implementation. Addressing these obstacles is crucial for optimising the benefits of POCT in primary healthcare settings. With over 33,000 PHCs in India, the molecular POCT market has great potential to penetrate public healthcare and increase accessibility to diagnostic services The government has been actively promoting PHCs as the cornerstone of the public healthcare system in India. This is evident from the increasing expenditure on improving PHC infrastructure, staffing, and medical equipment. It is estimated that the government of India spends ₹ 192.6 billion (USD 2.3 billion) annually to deliver healthcare facilities across the approximately 33,000 PHCs operational in India. PHCs are often the first point of contact for patients suffering from ailments such as TB, Malaria, and Dengue. As part of the government’s efforts to enhance the reach of diagnostic services, more PHCs are being equipped with POCT equipment and kits, which offer rapid, cost-effective, and on-the-spot testing. This decentralisation of diagnostics through POCT aligns with the broader goal of improving healthcare access and early disease detection. The adoption of WHO-recommended rapid molecular tests as the initial diagnostic method for tuberculosis is improving. In Calendar Year 2022, approximately 47% of the patients tested for TB were diagnosed through rapid molecular tests, up from 38% in Calendar Year 2021. However, this is still significantly below the United Nations’ global target of 100% by Calendar Year 2027. Currently, there are approximately 8, 300 molecular testing laboratories (CBNAAT & Truenat centres) across India, including approximately 8,000 PHCs. Private sector adoption remains limited with only approximately 1,400 healthcare facilities that have molecular diagnostic capabilities today, against an estimated potential install base of approximately 17,000. The India TB Report 2024 emphasises the Truenat platform’s vital role in enhancing TB control by facilitating decentralised, rapid testing at rural primary healthcare centres, supporting India’s National Strategic Plan for TB Elimination. Truenat reduces the need for patient travel, minimises diagnosis delays, and enables swift treatment, cutting down transmission rates. Its broad rollout across thousands of centres showcases high accuracy, particularly in detecting multi-drug-resistant TB, making it integral to managing drug-resistant cases. Additionally, Truenat’ s scalability and ability to diagnose multiple infectious diseases increase its versatility, benefiting a wide range of infectious disease control efforts. Accuracy and affordability & ease of use are some of the key purchase criteria for organised and unorganised labs respectively In the Indian molecular diagnostics and point-of-care testing (POCT) market, purchasing criteria differ significantly between organised and unorganised laboratories. Organised laboratories prioritise accuracy, technological advancements, regulatory compliance, and integration capabilities, while also valuing cost-efficiency and comprehensive support. Conversely, unorganised laboratories emphasise affordability, ease of usage, essential functionality, and local support, with a strong focus on quick turnaround times and flexibility. 178The emergence of new businesses and industrial consolidation is the latest trend in large, centralised labs. Enhanced surveillance of infectious diseases increases the need for decentralised diagnostics. Currently, the diagnostic landscape is predominantly centralised, with major tests and analyses conducted in centralised laboratories. However, there is an increasing demand for decentralised diagnostic solutions, driven by the need for faster and more accessible testing options. Decentralised diagnostics provide the benefit of immediate results and can be implemented across a variety of settings, thereby enhancing healthcare delivery, particularly in remote or underserved regions. This shift aligns with the broader trend towards more personalised and efficient patient care. Global and Indian X-ray imaging diagnostics market overview The global X-ray imaging market has expanded from USD 11.5 billion in Calendar Year 2019 to USD 14.6B in Calendar Year 2024 and projected to reach USD 19.6 billion by Calendar Year 2029 at a CAGR of 6.1% The radiology market can be broadly divided into two broad categories based on the modality: soft and advanced radiology. Soft radiology includes X-ray and ultrasound modalities, widely used for basic imaging needs. Within the soft radiology segment, the X-ray modality commands the highest market share, due to its wide range of applications, routine medical examinations, and cost-effectiveness. Ultrasound, while also a significant component, primarily serves in areas like obstetrics, gynaecology, and cardiology due to its ability to provide real-time imaging without radiation exposure. On the other hand, advanced radiology encompasses more sophisticated imaging technologies such as CT scans, MRI, nuclear imaging, and interventional radiology procedures. These modalities are typically employed for more detailed and comprehensive diagnostic purposes, allowing for in-depth examination of complex medical conditions. Advanced radiology often requires higher investment in equipment and infrastructure, but it provides critical insights that are pivotal for the diagnosis and treatment of various diseases such as cancer, cardiovascular disease, musculoskeletal conditions, and infectious diseases. The global X-ray imaging market has shown steady growth from Calendar Year 2019 to Calendar Year 2024, advancing from USD 11.5 billion in Calendar Year 2019 to USD 14.6 billion in Calendar Year 2024, reflecting a CAGR of 4.8%. Looking ahead, the growth of the market is anticipated to expand at a faster rate compared to previous years, driven by the growing prevalence of infectious diseases, technological advancements, and rising demand for early diagnostics procedures. The market is Global X-ray imaging market (US B, CY19-29P) CAGR 19.6 6.1% CAGR 4. % 14.6 13. 13.2 12.6 12.1 11.5 CY19 CY20 CY21 CY22 CY23 CY24 CY 29P Source(s): 1Lattice analysis projected to reach USD 19.6 billion by Calendar Year 2029P, at a CAGR of 6.1%. In the global radiology sector, X-ray imaging holds the largest market share at 35%, followed by ultrasound with 24%. CT scans account for 17%, while MRI represents 16% of the market share. Post-COVID, India saw a sharp rise in the installed base of X-ray machines, propelled by growing diagnostic needs. It grew by 18.3% in Fiscal 2024 and is projected to grow by 16.6% in Fiscal 2025P, with increased demand for portable units. The installed base of X-rays in India saw a rapid rise, clocking year-on-year growth rates of 18.3% between Fiscal 2023-24 and 16.6% between Fiscal 2024-25P after the COVID-19 pandemic. This was backed by growing demand for imaging diagnostics in the country, which saw the rise and expansion of several standalone and corporate chain 179diagnostic centres. While the share of fixed and mobile X-ray machines in the market was almost similar (approximately 33%), a noteworthy segment was portable X-rays in the country, with approximately 1,400 machines as part of the country’s installed base in Fiscal 2025. The Indian X-ray market is currently valued at ₹ 27.6 million (USD 0.3 billion), following a robust growth rate of 6.1% between Fiscal 2020 and Fiscal 2025. The market in India is still expected to grow, catering to the rising demand for chest X-rays as a part of the national TB elimination program. The Indian X-ray market is projected to reach ₹ 28.8 billion (USD 0.3 billion) by Fiscal 2030P, growing at a rate of 5% between Fiscal 2025-30P. Point-of-care imaging represents a paradigm shift in the diagnostic industry, with mobile and handheld X-ray devices improving healthcare access and clinical outcomes Point-of-care imaging is a transformative approach that brings diagnostic radiology directly to the patients. Mobile X- ray machines are wheeled units that can be moved to different locations, with scans such as chest X-rays, spine X- rays, bone X-rays, etc., performed at the bedside of patients. Portable and ultra-portable X-rays are smaller, lightweight 180 S I n s t a lle d b( T h o u s a n d 7 9 .61 .0 2 1 .2 2 8 .0 2 9 .5 F Y 2 3 o u rc e(s): A E R B a u d s e o f X -n its , F Y atab ase, 1 L r a y m a c h in2 3 - 2 5 P ) a ttic e a n a ly sis e s in I F n ix d e ia d M 9 4 .31 .2 2 6 .7 3 3 .0 3 3 .4 F Y 2 4 o b ile C -A rm P o rta b le 1 0 9 .91 .4 3 1 .1 3 8 .5 3 8 .9 F Y 2 5 Pdevices that are battery-operated and can be carried to remote locations or rural homes. Advancement in technology have allowed the miniaturisation of technology to increase its portability and reach. Over approximately 5, 500 point-of-care imaging X-ray devices are estimated to have been added to the Indian point- of-care imaging market in Fiscal 2025, with mobile X-ray machines dominating the segment. A significant shift is underway with the entry of new players into the ultra-portable, handheld X-ray segment. These devices are rapidly gaining traction, driven by the government's aggressive push for TB elimination. In the initial phase, the government is expected to be the largest purchaser, equipping a large number of PHCs and CHCs with these ultra-portable X-ray machines to complement the existing POCT TB test kits. This development marks a transformative moment in the market, aligning with broader public health initiatives. The Indian government is promoting domestic manufacturers and encouraging industry-academia partnerships to ingeniously produce handheld X-ray machines as a substitute for expensive imported X-ray machines. The portable X-ray market is expected to show a staggering growth of 62.0% CAGR between Fiscal 2025-30P, with annual sales expected to reach approximately 4,900 units in Fiscal 2030. Over the course of the next five years, i.e., Fiscal 2025-30, approximately 7,500 handheld/ultra-portable devices are estimated to be added to the market. 181POCT X-ray devices play a critical role in the fight against this persistent threat of TB. These devices allow for quick screening and diagnosis in remote locations where access to conventional X-ray machines is limited. Large populations in high-risk locations can be screened by mobile van units, which helps with early detection and treatment. Advancements in technology, growing government investments and a shift towards rapid decentralised healthcare are expected to fuel the growth of the X-ray market in India The global breast cancer screening market was valued at USD 5.3 billion in Calendar Year 2024 and is expected to reach USD 7.9 billion in Calendar Year 2029P at a CAGR of 8.3% Breast cancer is the leading cancer in women, occurring frequently and contributing to the high number of cancer incidences and mortality rates. It is equally prevalent in developed and developing countries; however, developed countries record higher incidences because of lifestyle choices, reproductive patterns, and early detection through screening. The overall market for breast cancer screening has been steadily growing around the world, increasing from USD 3.4 billion in Calendar Year 2019 to USD 5.3 billion in Calendar Year 2024 at a CAGR of 9.6%, it is expected to reach USD 7.9 billion by Calendar Year 2029P at a CAGR of 8.3%. Factors contributing to this growth are improved awareness about breast cancer, better visualisation techniques like digital mammography and tomosynthesis, as well as the increase in the incidence of the disease. The Indian breast cancer screening market was valued at ₹ 72.8 million (USD 0.8 million) in Fiscal 2025 and is projected to grow at a CAGR of 14.1% in the next 5 years Indian breast cancer screening market si e (INR M, FY20-30P) 140. CAGR 14.1% CAGR 10.0% 72. 63. 5 .5 53.7 49.3 45.2 FY20 FY21 FY22 FY23 FY24 FY 25 FY30P Source(s): 1Lattice analysis With an estimated annual incidence of 0.2 million breast cancer cases in India, the Indian breast cancer screening market is expanding due to increased awareness and advancements in healthcare infrastructure, demanding effective screening methods, including mammograms, ultrasound, and MRI. With growing disposable incomes and healthcare investments, the market is poised for continued growth and improvement in screening services. The Indian breast cancer screening market is valued at ₹ 72.8 million (USD 0.8 million) in Fiscal 2025 and is expected to grow to ₹ 182140.8 million (USD 1.7 million) in Fiscal 2030P at a rapid CAGR of 14.1% from Fiscal 2025-30. The market has a growing emphasis on early detection and personalised care, fuelled by the introduction of innovative screening methods such as thermography and IR screening, digital mammography, and educational programs. Companies like Niramai have introduced non-invasive, radiation-free screening options suitable for younger women with dense breast tissue, increasing accessibility across India, particularly in rural areas. Competitive landscape in molecular diagnostics and POCT Molbio Diagnostics, founded in 2000 along with its R&D arm Bigtec Labs, is recognised for its pioneering innovations. Sriram Natarajan, CEO and Director of Molbio Diagnostics, also co-founded Tulip Diagnostics Private Limited in 1990 and grew it to become one of the largest in-vitro diagnostics reagent companies in India and a significant global player. Building on this legacy of innovation, Molbio developed and commercialised ‘Truenat,’ a portable battery-operated point-of-care (POC) molecular diagnostics platform using real-time PCR technology for rapid and accurate disease diagnosis. Molbio’s ‘Truenat’ platform for diagnosing TB is the only one by an Indian company and one of the only two rapid molecular tests in the world, which has been endorsed by the World Health Organization (“WHO”), the Indian Council of Medical Research (“ICMR”) and the Foundation for Innovative New Diagnostics (“FIND”) for an initial diagnosis of TB and rifampicin resistance detection using molecular diagnostic technology. WHO has endorsed Truenat as a complete replacement for smear microscopy, highlighting its superior reliability. This remarkable achievement highlights Molbio's dedication to innovation, with 13 years of R&D to obtain ICMR certification, demonstrating both the company’s commitment to excellence and the high barriers to entry in the market. Comparison of POCT and Traditional Laboratory Pathways The molecular diagnostic industry is competitive, characterised by extensive R&D and rapid technological changes. Molbio has shifted the paradigm from centralised testing to decentralised molecular diagnostics. Its multi-disease platform, equipped with automated, user-friendly features such as portability, simple workflow, and rapid sample-to- result turnaround time, is designed to perform a wide array of tests swiftly and efficiently with high sensitivity and 183specificity compared to conventional diagnostic methods. These features address the challenges faced by underserved populations worldwide, including limited access to diagnostic facilities, cost-effective diagnostic solutions, timely detection and treatment of diseases and electricity-dependent laboratory infrastructure. Continuous assay development and regulatory approvals underscore Molbio's commitment to accessible and advanced diagnostics. Truenat revolutionises molecular diagnostics by bringing PCR technology to the POC. Its battery operation enables functionality in remote settings, with wireless data transfer enhancing global disease management. Truenat decentralises diagnostics by providing reliable, rapid, and cost-effective testing outside traditional labs. Truenat offers greater reliability compared to conventional methods like microscopy and antigen-antibody tests, which take 2 to 7 days. It provides faster results, significantly reducing turnaround times and improving patient outcomes, compared to other PCR platforms. The ability to swiftly assess and diagnose infectious and non-communicable diseases at the POC testing enables immediate evidence-based treatment and mass testing, aiding disease containment. Truenat can be used in constrained environments with minimal training, making it accessible for diverse healthcare settings. Disease-specific Truenat microchips perform real-time PCR, with sample preparation handled by the Trueprep AUTO device, ensuring early and accurate diagnosis. Truenat offers high sensitivity and specificity compared to conventional diagnostic methods. As a real-time PCR platform, it provides precise and accurate results that have been validated. Its sensitivity and specificity are comparable to those of PCR tests used in advanced laboratories, making it a trusted choice for rapid and reliable diagnostics across diverse healthcare settings. Truenat is one of the earliest POC PCR platforms that aids in the confirmatory diagnosis of influenza infections and swine flu. Further, the ‘Truenat’ Nipah virus test chip became the first in India to receive emergency use authorisation from the Drug Controller General of India for diagnosing the Nipah virus. With over 40 validated assays, including TB, hepatitis, dengue, and malaria, Molbio continues to expand its diagnostic suite. During the COVID-19 pandemic, Truenat was crucial in India’s efforts to fight the COVID virus and was among the first to be approved by ICMR for testing of COVID. Molbio’s portable, battery-operated platform delivers rapid results, addressing marginalised communities' diagnostic challenges compared to conventional methods requiring 2-7 days. Truenat has reduced the turnaround time for tests and the delivery of results in comparison with traditional testing methods from several days to approximately 60 minutes. It is cost-effective in both capital expenditure and per-test cost. Truenat platform is cost-effective for healthcare providers on a long-term basis in terms of the initial capital expenditure required for its installation as well as the recurring cost per test. The Treatment Action Group recognised Molbio’s collaboration with global partners in reducing Truenat’s TB test price from USD 9 to USD 7.90, marking the first major price reduction in TB molecular tests in over a decade. Molbio’s portfolio features over 43 infectious disease tests, with 30 micro-PCR tests and 45 additional tests in development for infectious and non-communicable diseases. The global molecular diagnostics market is projected to grow from USD 18.1 billion in Calendar Year 2024 to USD 28.4 billion by Calendar Year 2029, growing at a CAGR of 9.4 %, positioning Molbio to capitalise on increasing demand. Truenat has the highest market share in installations under India’s NTEP (Outside of Designated Microscopy Centres) from 2020-2022, holding a 92% share of incremental installations since 2019. Molbio’s infrastructure-independent design enhances healthcare accessibility and diagnostic capabilities, particularly in remote locations. Truenat mitigates challenges of centralised PCR testing, including high costs, long turnaround times, and complex infrastructure requirements. Unlike conventional PCR systems, which require batch processing and specialised labs, Truenat enables rapid, cost-effective, and decentralised molecular diagnostics, transforming global disease management. Molbio’s Truenat is the only platform globally with a battery-operated POC PCR platform 184for multi-disease testing (for infectious diseases such as TB, Malaria, Nipah virus, HIV, HPV, Swine flu, dengue, malaria etc.). Many players in the molecular diagnostics space may possess greater financial, manufacturing, R&D, marketing and other resources, they may also have more experience in obtaining regulatory approvals, greater geographic reach, broader product ranges or a stronger sales force. For Molbio, the key competitive factors impacting their success include the accuracy, utility, turnaround time and economics of Molbio's products, and commercial execution. Key threats and challenges faced by the company Some of the key challenges faced are- 1. Skilled workforce retention: The industry relies on highly specialised talent to drive its innovation and regulatory processes. If key personnel leave the company, companies might face delays in product development and regulatory submissions, impacting their competitive position. 2. Future potential competition: While there is no significant competitive risk in the industry today, established brands with strong market presence and customer loyalty could pose a potential future threat by introducing advanced POCT solutions. 3. Higher dependence on public health initiatives: Current adoption is driven mainly by public health initiatives. If these initiatives are reduced, delayed, or redirected to other healthcare initiatives, they could experience a significant decrease in demand. 4. Supply chain risks: Reliance on a global network for sourcing key components of its diagnostic devices. Any disruption, such as the unavailability of specific electronic components or reagents, could lead to production delays. 5. Requirement of high working capital: Higher reliance on public health might lead to longer and potential delay in payment cycles, leading to higher working capital. 6. Slower adoption or penetration: Despite the advantages of the platform, government bureaucracy and higher time for adoption among private healthcare operators due to factors like high switching costs, lack of awareness, or resistance to switching from existing diagnostic methods. might lead to slower adoption of POCT devices. 185OUR BUSINESS Some of the information in this section, including information with respect to our business plans and strategies, contains forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page 26 for a discussion of the risks and uncertainties related to those statements and “Risk Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 44, 257 and 361, respectively, for a discussion of certain factors that may affect our business, financial condition, results of operations or cash flows. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our Company’s financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Financial Statements included in this Draft Red Herring Prospectus. For further information, see “Financial Information” on page 257. Also see, “Definitions and Abbreviations” on page 6 for certain terms used in this section. Unless otherwise stated or the context otherwise requires, references in this section to “we”, “us”, or “our” are to Molbio Diagnostics Limited on a consolidated basis while “our Company” or “the Company” are to Molbio Diagnostics Limited on a standalone basis. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Molecular Diagnostics Industry Report” dated August 22, 2025 (the “1Lattice Report”) prepared and issued by Lattice Technologies Private Limited, appointed by us pursuant to an engagement letter dated July 19, 2024 and exclusively commissioned and paid for by us to enable investors to understand the industry in which we operate in connection with the Offer. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. A copy of the 1Lattice Report is available on the website of our Company at www.molbiodiagnostics.com/investors. For further information, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 72. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. Overview We are an innovative point-of-care (“POC”) diagnostics company focused on expanding access to accurate, rapid and cost-effective healthcare technologies to diagnose infectious and non-communicable diseases. We have developed our ‘Truenat’ platform, which is a novel POC polymerase chain reaction (“PCR”) platform that can operate in resource limited settings since its battery operated, facilitating decentralized diagnosis within an hour. As of March 31, 2025, Truenat is patented in more than 100 countries for the diagnosis of multiple infectious and non-communicable diseases. As of March 31, 2025, we offer molecular testing for 30 diseases, including tuberculosis (“TB”), COVID, Hepatitis B and C, Human immunodeficiency virus (“HIV”), and Human Papillomavirus (“HPV”) with 42 assays. We operate in an oligopolistic market with high entry barriers, evidenced by the fact that our platform underwent 13 years of R&D to obtain Indian Council of Medical Research (“ICMR”) certification and our ‘Truenat’ test chip for diagnosing TB is the only one by an Indian company and one of the only two rapid molecular tests in the world, which has been endorsed by the World Health Organization (“WHO”) for initial diagnosis of TB and rifampicin resistance detection using molecular diagnostic technology. (Source: 1Lattice Report). We also provide devices, enabling radiology, digital pathology and breast health screening, through our Subsidiary, Prognosys, Associate, OptraScan and collaboration partner - UE Lifesciences. Further, we are focussed towards building a pipeline of additional products and platforms that are currently at various stages of development. The total addressable market for global POCT (based on the number of tests conducted) currently stands at USD 27.83 billion (equivalent to ₹ 2.35 trillion) (infectious and non-infectious diseases) and is projected to grow at CAGR of 18.74% between 2024 and 2029 to be a USD 65.70 billion (equivalent to ₹ 5.56 trillion) market by 2029. (Source: 1Lattice Report) Infectious diseases remain one of the most critical global health challenges, accounting for approximately 33% (52.00 million) of global deaths in 2022. Of the estimated 17.20 million deaths globally caused by infectious diseases like TB, hepatitis and HPV in 2022, an average of over 47,120 deaths. (Source: 1Lattice Report) Limited access to affordable diagnostics solutions, inadequate infrastructure, including electricity and laboratory resources, and a lack of facilities pose significant obstacles to providing healthcare for patients with infectious and non-communicable diseases, particularly in underserved populations across the globe. (Source: 1Lattice Report) Molecular diagnostics tests play a crucial role in detecting specific infectious and non- 186communicable diseases, conditions, and genetic variances, enabling healthcare providers to enhance patient outcomes and reduce healthcare costs by facilitating early and accurate disease diagnosis and improved disease monitoring. (Source: 1Lattice Report) Our ‘Truenat’ platform, equipped with fully automated, user-friendly features such as portability, simple workflow and rapid sample-to-result turnaround time, is designed to perform a wide array of tests swiftly and efficiently with high sensitivity and specificity compared to conventional diagnostic methods. (Source: 1Lattice Report) These features address the challenges faced by underserved populations worldwide, including limited access to diagnostic facilities, cost-effective diagnostic solutions, timely detection and treatment of diseases and electricity-dependent laboratory infrastructure. (Source: 1Lattice Report) We aim to establish a new standard of healthcare by ensuring accessibility to advanced testing technology for underserved populations globally through portable and cost- effective testing solutions that deliver accurate results, ensuring essential medical care. Our ‘Truenat’ platform comprises two portable instruments - the Trueprep universal nucleic acid extraction device, which performs fully automated sample preparation; and the Truelab analyzer, which conducts real-time PCR and is available in three variants: UnoDx, Duo, and Quattro, which are capable of performing one, two, and four tests simultaneously, respectively. These tests are conducted using our disease-specific ‘Truenat’ test kits. These test kits are ready-to- use, room temperature stable, single-use consumables that are pre-loaded with necessary reagents required to conduct a real-time PCR test on the Truelab analyzers. The chart below compares our platform with centralized PCR machines across various parameters: (Source: 1Lattice Report) We offer our products globally to public health programs, diagnostic laboratories, and private and public hospitals. Till March 31, 2025, we have sold over 10,000 devices in over 80 countries. We derive our revenues from the sale of our ‘Truenat’ platform, which is designed to work exclusively with our range of ‘Truenat’ test kits that generate recurring revenues. A key feature of our platform is its versatility in diagnostic applications accommodating tests for various infectious and non-communicable diseases. Our platform is designed to connect wirelessly to help healthcare providers manage clinical data and workflow online. This could assist with the transmission of ‘notifiable infections’ to public health authorities to facilitate the tracking of reportable diseases. This capability also enables us to remotely manage our platform, such as providing remote software updates. According to the 1Lattice Report, our platform is cost-effective for healthcare providers on a long-term basis in terms of initial capital expenditure required for its installation as well as recurring costs per test. Our revenues from the sale of our devices and test kits were ₹ 9,339.16 million, ₹ 7,372.25 million, and ₹ 3,151.36 million in Fiscals 2025, 2024 and 2023, respectively. We have strong in-house research and development (“R&D”) capabilities with a focus on designing and developing diagnostic platforms that address clinical needs and can be deployed in POC settings through our wholly-owned Subsidiary, Bigtec Private Limited (“Bigtec”). Bigtec was incorporated in 2000 and became our wholly-owned Subsidiary in 2015. Our dedicated R&D unit is based in Bengaluru, Karnataka. During the COVID- 19 pandemic, our platform was crucial in India’s efforts to fight the COVID virus and was among the first to be approved by ICMR for testing of COVID. (Source: 1Lattice Report) We received our first major order of 1,512 devices from the Government of India under the TB Programme in 2020, which were repurposed given the need of the hour to conduct tests for COVID-19. We actively collaborate with organizations to strengthen the development of new technologies and expand our product offerings. As of March 31, 2025, our multi-disciplinary R&D team comprises 114 permanent employees from different academic disciplines, including 100 scientists, which constituted 11.40% of our permanent employee base of 1,000. In Fiscals 2025, 2024 and 2023, our total expenditure for R&D activities was ₹ 685.69 million, ₹ 597.77 million and ₹ 447.75 million, representing 6.72%, 7.15%, and 13.47% of our revenue from operations, respectively. Our investment in R&D has resulted in a significant number of registered patents reflecting our innovation driven mindset. As of the date of this Draft Red 187Herring Prospectus, our Company and Material Subsidiaries have registered 16 patents, 29 trademarks, 7 designs and 3 copyrights in India, and 187 patents in foreign jurisdictions including the United States of America, China and Singapore, and have applied for (but not yet obtained) 9 patents and 4 designs in India, and 15 patents in foreign jurisdictions including Nepal, Egypt and Cambodia. We are focused on strengthening our capabilities and expanding our offerings through strategic acquisitions and collaborations with various organizations. For example, in February 2023, we acquired, directly and indirectly, 65.47% of the equity share capital of Prognosys Medical Systems Private Limited (“Prognosys”), which offers digital imaging solutions, including radiology products such as ultraportable X-ray systems, mobile digital X-ray systems, floor-mounted and ceiling-suspended X-ray systems and C-arm systems, all under the brand “ProRad”. This acquisition enabled us to provide end-to-end screening and confirmatory tests for TB at the community level. Further, in October 2024, our Company completed the first tranche of its investment, acquiring a 19.68 % equity stake in OptraScan Inc., a USA based company which provides digital pathology solutions, offering a range of digital pathology scanners, AI-powered analysis tools, and telepathology services, enabling remote consultations and collaboration. For further details, see “History and Certain Corporate Matters – Details regarding material acquisition or divestment of business or undertakings, mergers, amalgamation, in the last 10 years – Acquisition of Prognosys Medical Systems Private Limited” on page 218. We also collaborate with various organizations to enhance our screening and diagnostics platform solutions. For example, we are collaborating with Testi Technologies to manufacture and commercialize their product Promilless, a saliva-based enzymatic test strips which help measure body’s alcohol content. We have five manufacturing facilities in India, of which two are in Goa, one in Bengaluru, Karnataka and one in Visakhapatnam, Andhra Pradesh which are operated by our Company and dedicated to manufacturing of devices and test kits and one in Bengaluru, Karnataka is operated by our Subsidiary, Prognosys Medical Systems Private Limited. This facility is dedicated to manufacturing of radiology products such as ultraportable X-ray systems, mobile digital X-ray systems, floor-mounted and ceiling-suspended X-ray systems and C-arm systems. As of March 31, 2025, our installed capacity was 3,600 devices per annum and 390,00,000 ‘Truenat’ test kits per annum. In Fiscals 2025, 2024 and 2023, our capacity utilization was 58.89%, 19.83% and 36.06% for devices and 43.44%, 27.45% and 13.68% for test kits, respectively, indicating that our manufacturing infrastructure is prepared for future growth since we made early investments in it. We also collaborate with electronic manufacturing services (“EMS”) vendors to assemble some of our devices as required. We have leveraged automation to enhance precision and efficiency in our processes, ensuring that our products are of high quality and reliable. Our quality management system is certified by TUV SUD Product Service GmbH, a recognized notified body and auditing organization based in Germany, under ISO 13485 and MDSAP, in compliance with criteria set by regulatory authorities including the CDSCO, European Union, Brazilian Health Regulatory Agency, Health Canada Government of Canada, and the United States Food and Drug Administration. We have a strong management team that possesses expertise in in-vitro and molecular diagnostics, with a track record in incubating and scaling healthcare product platforms and businesses. Our Promoter and Chief Executive Officer, Sriram Natarajan has over 34 years of experience in developing, manufacturing and marketing of diagnostic devices and kits, while our Promoter and Chief Technology Officer, Chandrasekhar Nair has over 33 years of experience in bioprocess modeling, scaling up and commercial implementation of bio and chemical processes. In addition, our senior management team contributes to our overall strategic planning and business development and is instrumental in the growth of our business and revenues. Further, our institutional investors, Motilal Oswal Alternate Investment Advisors Private Limited (through its fund, India Business Excellence Fund III) and Temasek Holdings (Private) Limited (through its indirect wholly owned subsidiary, V Sciences Investments Pte. Ltd.) have supported us with capital allocation and strategic business advice, which we believe has been critical to the growth of our business. The tables below set forth certain financial information for the years indicated: Sr. Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 No. 1 Revenue from operations(1) (₹ in million) 10,204.18 8,365.61 3,324.63 Revenue from customers split by 2 geography(2) - India 8,232.78 7,543.13 2,837.53 (₹ in million) - Outside India 1,971.40 822.48 487.10 3 Total expenses (₹ in million) 8,204.06 6,578.34 3 , 2 78.71 4 EBITDA(3) (₹ in million) 2,566.39 1,850.93 481.11 5 EBITDA Margin (%)(4) (in %) 24.97% 22.02% 14.26% 6 EBITDA Pre R&D(5) (₹ in million) 3,252.08 2,448.70 928.86 7 EBITDA Pre R&D Margin (%)(6) (in %) 31.64% 29.13% 27.53% 8 Restated Profit / (loss) for the year(7) (₹ in million) 1,385.79 835.42 (34.45) 188Sr. Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 No. Restated Profit / (loss) for the year 9 (in %) 13.48% 9.94% (1.02%) Margin(%) (8) 10 Return on Equity (ROE) (%)(9) (in %) 16.20% 13.20% (0.10%) Return on Capital Employed 11 (in %) 20.98% 15.80% 2.17% (ROCE) (%)(10) 12 Total assets (₹ in million) 14,615.55 12,210.56 1 0 , 3 4 2 .11 Non-current liabilities- Financial 61.44 151.23 9 . 8 5 13 (₹ in million) liabilities- Borrowings Current liabilities- Financial 1,170.19 1,594.54 1 , 0 7 4 . 5 3 14 (₹ in million) liabilities- borrowings 15 Total liabilities (₹ in million) 4,942.70 3,922.19 2 , 9 6 8 . 7 0 (1) Revenue from operations is calculated as the aggregate of revenue from contracts with customers for sale of finished goods, traded goods and other operating revenue. (2) Revenue from customers split by geography is the split of revenue from customers between India and Outside India during the year in accordance with IND AS 108 Operating Segments. (3) EBITDA is calculated as sum of Restated Profit / (loss) for the year, total tax expense, finance costs and depreciation and amortisation expense. (4) EBITDA Margin is calculated as EBITDA divided by total income for the relevant year. (5) EBITDA Pre R&D is calculated as sum of Restated Profit / (loss) for the year, total tax expenses, finance costs, depreciation and amortisation expenses and research & development spends. Research & development spends refers to all expenses incurred by Bigtec, Company’s wholly owned subsidiary, which is responsible for carrying out all research and development (R&D) activities on behalf of the Company. (6) EBITDA Pre R&D Margin is calculated as EBITDA Pre R&D divided by total income for the relevant year. (7) Restated Profit / (loss) for the year is the total income after reduction of total expenses, share of loss of associates, net of tax, exceptional items and total tax expenses. (8) Restated Profit / (loss) for the year Margin is calculated as Restated Profit / (loss) for the year divided by total income for the relevant year. (9) Return on Equity is calculated as Restated profit / (loss) for the year attributable to owners of the Parent company divided by average Equity attributable to equity holders of the parent at the beginning and end of the relevant year. (10) Return on Capital Employed is calculated as EBIT as a percentage of Capital Employed for the relevant year, where EBIT is calculated as the sum of Restated profit / (loss) for the year, total tax expenses and finance costs; Capital Employed is calculated as the total assets reduced by total liabilities, goodwill, other intangible assets, intangible assets under development, and deferred tax assets (net), added by Current liabilities- Financial liabilities- Borrowings, Non-current liabilities- Financial liabilities- Borrowings, Current liabilities- Financial liabilities- Lease liabilities, Non-current liabilities- Financial liabilities- Lease liabilities and deferred tax liabilities (net). The tables below set forth certain operational information for the years indicated: Sr. Particulars Unit As of/ for the As of/ for the As of/ for the No. year ended year ended year ended March 31, 2025 March 31, 2024 March 31, 2023 1 Revenue from sale of devices(1) (₹ in million) 2,029.58 1,846.80 1,366.07 2 Revenue from sale of test kits(2) (₹ in million) 7,309.58 5,525.45 1,785.29 3 Number of devices sold(3) (in numbers) 2,180 2,011 1,541 4 Number of test kits sold(4) (in million) 12.24 8.80 2.81 5 Diseases commercialized(5) (in numbers) 30 26 26 6 Assays commercialized(6) (in numbers) 42 38 37 (1) Revenue from sale of devices refers to aggregate sales of all Truenat Platforms (workstations) sold during the year, Truenat Platforms (workstations) comprising of Trueprep and Truelab devices along with its accessories such as Printers and Micropipettes. (2) Revenue from sale of test kits refers to aggregate sales of all test kits sold during the year. Test kits comprise of three main components: chips, cartridges, and reagents. (3) Number of devices sold refers to the number of Truenat Platforms (workstations) sold during the year. Truenat Platforms (workstations) comprise of Trueprep and Truelab devices along with its accessories. (4) Number of test kits sold refers to the number of test kits sold during the year. Test kits comprise of three main components: chips, cartridges, and reagents. (5) Diseases commercialized refers to the number of diseases for which manufacturing licenses are available for sale. (6) Assays commercialized refers to the number of assays (diagnostic tests) for which manufacturing licenses are available for sale. Our Strengths 1. Well placed to address unmet demand in a large and growing molecular diagnostic market with gaining credence of point-of-care testing Our ‘Truenat’ platform enables screening and diagnosis for 30 infectious and non-communicable diseases, 189including TB, COVID, Hepatitis B and C, HIV, and HPV as of March 31, 2025. Over the years, we have established our expertise in providing testing solutions to the last mile, offering accurate and rapid solutions to improve disease diagnosis and pandemic preparedness. For example, in 2020, we received our first major order of 1,512 devices from the Government of India under the TB Programme, which were then quickly repurposed for COVID 19 testing using our test kits. This highlights our platform’s capability to diagnose multiple diseases and demonstrated our ability to respond to health crisis. Once COVID-19 testing declined, the public health programs for TB resumed their normal course. Our ‘Truenat’ test chip for diagnosing TB is the only one by an Indian company and one of the only two rapid molecular tests in the world, which has been endorsed by WHO for initial diagnosis of TB and rifampicin resistance detection using molecular diagnostic technology. (Source: 1Lattice Report) In the last three Fiscals, we have also expanded our portfolio to include testing solutions for several other diseases, including Hepatitis B and C, HIV and HPV ensuring comprehensive diagnostic support. According to the 1Lattice Report, molecular diagnostics tests play a crucial role in detecting specific infectious and non-communicable diseases, conditions, and genetic variances, enabling healthcare providers to enhance patient outcomes and reduce healthcare costs by facilitating early and accurate disease diagnosis and improved disease monitoring. Traditional diagnostics primarily depend on physical symptoms, patient history, and laboratory-based biomarker tests. They often suffer from poor accuracy and frequently require further confirmatory testing. Traditional methods may not always pinpoint the exact cause of a disease. In contrast, molecular diagnostics focus on the molecular and genetic characteristics of diseases, offering a high level of accuracy. This technology is confirmatory by itself and allows for targeted treatment and personalized medicine, significantly enhancing the precision and effectiveness of diagnostic processes. Smear test for TB testing has witnessed a significant shift to molecular platforms for TB testing. The share of molecular sites has seen a rising shift in different demographics. Nigeria had 9% share of molecular site in 2020 which rose to 14% in 2022, India had 7% share in 2018 and now has 18%. Democratic republic of Congo, Kenya, Indonesia and Philippines has also witnessed rise in share of molecular sites from 6%, 6%, 14%, 18%, respectively, in 2020 to 10%, 10%, 20% and 30%, respectively, in 2022. Our platform which uses the PCR technology offers reliable, rapid and cost-effective molecular diagnostics for infectious and non-communicable diseases at the POC where healthcare providers first diagnose patients. According to the 1Lattice Report, the diagnostics industry is significantly shifting from traditional centralized lab testing to more distributed and accessible models. Centralized labs have historically provided a wide range of specialized tests, but this model of diagnostic testing present several shortcomings such as patients are required to schedule in-person appointments, travel to separate testing facilities, and rely on sample transportation from remote locations, which often leads to longer turnaround times and delays in healthcare delivery (i.e. detection and treatment) and increased costs. The lack of timely access to reliable diagnostics has been a major issue, particularly in low-and middle-income countries. Additionally, centralized systems often struggle to manage disruptions, such as pandemics, and may not effectively serve remote populations and those with limited access to traditional healthcare. Our ‘Truenat’ platform brings PCR technology right to the point-of-care at laboratory and non-laboratory settings, primary health centres and near patients, thereby decentralizing and democratizing access to molecular diagnostics. POC testing offers several advantages over tests performed at centralized laboratories, including improved quality of care, rapid turnaround time, and cost-effectiveness. (Source: 1Lattice Report) The total addressable market for global POCT (based on the number of tests conducted) currently stands at USD 27.83 billion (equivalent to ₹ 2.35 trillion) (infectious and non-infectious diseases) and is projected to grow at CAGR of 18.74% between 2024 and 2029 to be a USD 65.70 billion (equivalent to ₹ 5.56 trillion) market by 2029. (Source: 1Lattice Report) Infectious disease testing constitutes a significant segment of the global POCT market, accounting for approximately 28% of the total market. Within this segment, TB testing stands out as the largest contributor, followed by HPV, HCV, HBV, and sexually transmitted infections which also contribute to the infectious disease testing market. (Source: 1Lattice Report) We have existing commercialized tests for these infectious diseases, which positions us advantageously to capitalize on this growing market. Further, the ability to swiftly assess and diagnose infectious and non-communicable diseases at the POC allows for immediate evidence based treatment. Our POC platform has reduced the turnaround time for tests and the delivery of results in comparison with traditional testing methods from several days to approximately 60 minutes. (Source: 1Lattice Report) POC testing also enables mass testing within a short timeframe, which can help contain the spread of diseases within communities. (Source: 1Lattice Report) POC testing can also be conducted in constrained environments with limited space and electricity, making it valuable for various healthcare settings. (Source: 1Lattice Report) Moreover, the minimal training required for personnel to operate POC testing equipment sets it apart from traditional laboratory-based systems, making it more accessible and feasible for a wider range of healthcare providers to utilize. (Source: 1Lattice Report) These advantages highlight the potential of POC molecular diagnostics to significantly enhance patient care, public health efforts, and overall healthcare delivery. (Source: 1Lattice Report) 190We believe that we are well positioned to leverage our expertise and experience in molecular diagnostics for several diseases and capitalize on the large and growing market for such tests as well as introduce tests for other infectious and non-communicable diseases. Further, we believe that our platform is well-positioned to benefit from the growing relevance of POC molecular diagnostics in healthcare. 2. Innovative, R&D focused business We have strong in-house R&D capabilities with a track record of developing innovative diagnostic products. We undertake R&D through our wholly-owned subsidiary, Bigtec, to design and develop diagnostic platforms that address gaps in clinical need and can be effectively deployed in POC settings. Our commitment to R&D is evident through the launch of an initial version of our novel platform, which underwent extensive R&D work for over 13 years, and obtained ICMR certification. Our R&D capabilities allow us to develop tests swiftly and efficiently. For example, we developed one of the earliest POC PCR platforms that aids in the confirmatory diagnosis of influenza infections and swine flu. (Source: 1Lattice Report) Further, our ‘Truenat’ Nipah virus test chip is the first in India to receive emergency use authorisation from the Drug Controller General of India for diagnosing the Nipah virus. (Source: 1Lattice Report) Our emphasis on R&D has helped us earn recognition and accolades over the years. For instance, ICMR recognized ‘Truenat’ MTB and ‘Truenat’ MTB-Rif as POC detection tests in 2017. In addition, we received the “Product of the Year” award in 2020 from BioSpectrum. Our vertical integration strategy allows us to bring healthcare innovations to market rapidly by streamlining the process from R&D to production, sales, and marketing. Through this approach, we combine design expertise, regulatory capabilities, and production know-how to drive impactful advancements in the diagnostic industry. Our dedicated R&D unit is based in Bengaluru, Karnataka and is equipped with advanced equipment such as lyophilisers, oligonucleotide synthesizer, ultrasonic welding machine, high performance liquid chromatography system, spectrophotometer and flash chromatography system. We believe that continuous innovation drives business growth, and therefore, we allocate significant capital annually to R&D investments. We have a dedicated R&D team which is spearheaded by our Promoter and Chief Technology Officer, Chandrasekhar Nair. As of March 31, 2025, our multi-disciplinary R&D team comprises 114 permanent employees from different academic disciplines, including 100 scientists, which constituted 11.40% of our permanent employee base of 1,000. In Fiscals 2025, 2024 and 2023, our total expenditure for R&D activities was ₹ 685.69 million, ₹ 597.77 million and ₹ 447.75 million, representing 6.72%, 7.15%, and 13.47% of our revenue from operations, respectively. This demonstrates our dedication to investing in R&D as a core driver of our success. Our investment in R&D has resulted in a significant number of patents. As of the date of this Draft Red Herring Prospectus, our Company and Material Subsidiaries have registered 16 patents, 29 trademarks, 7 designs and 3 copyrights in India, and 187 patents in foreign jurisdictions including the United States of America, China and Singapore, and have applied for (but not yet obtained) 9 patents and 4 designs in India, and 15 patents in foreign jurisdictions including Nepal, Egypt and Cambodia. These patents are a testament to our continuous R&D efforts and innovative solutions in the molecular diagnostic industry. 3. Developed and commercialized a novel portable multi-disease point-of-care molecular diagnostics platform We have developed and commercialized a novel portable POC molecular diagnostics platform, which uses PCR technology to enable accurate and rapid molecular diagnostics. Our ‘Truenat’ platform comprises two portable instruments - the Trueprep universal nucleic acid extraction device, which performs fully automated sample preparation; and the Truelab analyzer, which conducts real-time PCR. These tests are conducted using our disease- specific ‘Truenat’ test kits. These test kits are ready-to-use, room temperature stable, single-use consumables that are pre-loaded with all reagents required to conduct a real-time PCR test on the Truelab analyzers. The chart below demonstrates the workflow of our platform: 191Centralized PCR machines present several notable challenges that impact their efficiency and accessibility. The turnaround time for results ranges from 2 to 7 days, delaying critical diagnostic and treatment processes. These machines require a minimum batch of 100 samples to operate efficiently, which can cause further delays if sample numbers are insufficient. Centralized PCR testing necessitates controlled laboratory environments, posing risks to sample integrity due to potential contamination or mishandling. The requirement for specialized setups also results in significant capital expenditure, demanding substantial investment in equipment and facilities. (Source: 1Lattice Report) In contrast, our platform has several key advantages, including: - Fully automated, cost-effective and easy-to-use platform. The design of our platform reduces the need for complex protocols and significant manual intervention once a test is initiated. This feature makes our platform cost-effective and easy to use. According to the 1Lattice Report, our platform is cost-effective for healthcare providers on a long-term basis, both in terms of initial capital expenditure required for installation of the platform as well as recurring costs per test. - Wide range of tests. As of March 31, 2025, we offered molecular testing for 30 diseases including TB, COVID, Hepatitis B and C, HIV viral load, and HPV. Our platform can test 1, 2, or 4 samples simultaneously and independently, providing random access flexibility. Our platform is designed to accommodate multiple tests, allowing healthcare providers to test for several diseases while reducing additional capital investment or operator training. As a multi-disease platform, it allows the introduction and integration of new tests through a remote software update. - Portable and battery-operated. Our platform can be deployed in diverse settings, from well-equipped laboratories to resource-limited environments. The compact and portable nature of our platform ensures that diagnostic testing can be conducted without the need for extensive laboratory infrastructure, reliable electricity, power backup, or air conditioning. We believe this makes our platform an ideal choice for both, urban and rural healthcare facilities, enabling reliable and rapid diagnostics accessible to all. The design of our platform further supports convenience by allowing test kits to be stored at room temperature, making it suitable for rural areas without specialized storage. It also includes built-in contamination controls to manage sample and amplicon contamination during preparation and PCR, ensuring reliable and accurate results. - Rapid turnaround time. Our platform delivers speedy results, with a turnaround time of approximately 60 minutes. According to 1Lattice Report, our platform offers greater reliability compared to conventional methods like microscopy and antigen-antibody tests. In addition, our platform provides faster results, significantly reducing turnaround times and improving patient outcomes, compared to other PCR platforms. (Source: 1Lattice Report) This combination of speed and reliability assists timely detection and effective treatment for patients. - Higher sensitivity and specificity. According to the 1Lattice Report, our platform offers high sensitivity and specificity compared to conventional diagnostic methods. As a real-time PCR platform, it provides precise and accurate results that have been validated. (Source: 1Lattice Report) For TB testing, our ‘Truenat’ test chip has been endorsed by the WHO as a complete replacement for smear microscopy, demonstrating its reliability. (Source: 1Lattice Report) Its sensitivity and specificity are comparable to current PCR tests used 192in advanced laboratories, making it a trusted choice for rapid and dependable diagnostics across diverse healthcare settings. (Source: 1Lattice Report) - Multiple specimens. Our platform is capable of processing a range of specimen types including whole blood, serum, plasma, sputum, swab, tissue, stool and urine. Our platform’s universal extractor can handle various sample types and also function as a standalone extraction device. - Wireless connectivity. Our platform is designed to connect wirelessly to help healthcare providers manage clinical data and workflow. This could assist with the transmission of ‘notifiable infections’ to public health authorities to facilitate the tracking of reportable diseases. This capability also enables us to remotely manage our platform, such as providing remote software updates. 4. Scalable business model with strong entry barriers, high proportion of recurring revenues and a growing suite of tests Our ‘Truenat’ platform is a closed system, comprising Trueprep extraction and Truelab analyzer devices, which are designed to work exclusively with our range of ‘Truenat’ test kits. These disease-specific ‘Truenat’ test kits ensure recurring demand and use of our platform. Trueprep devices utilize a cartridge based extraction and purification protocol of nucleic acids from multiple specimen types, while Truelab engages in realtime PCR using Truenat test kits for the detection of infectious and non-communicable diseases. Once our devices are installed, multiple diseases can be tested for, using our range of ‘Truenat’ test kits. This flexibility enables us to grow the suite of tests we offer, accommodating a wide range of infectious and non-communicable diseases. This enhances the value proposition to healthcare providers by allowing them to conduct tests for various diseases using the same device. We operate in an oligopolistic market with high entry barriers, evidenced by the fact that our platform underwent 13 years of R&D to obtain ICMR certification and our ‘Truenat’ platform for diagnosing TB is the only one by an Indian company and one of the only two rapid molecular tests in the world, which has been endorsed by the WHO for initial diagnosis of TB and rifampicin resistance detection using molecular diagnostic technology. (Source: 1Lattice Report). The tables below set forth the number of devices sold and test kits sold in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of devices sold 2,180 2,011 1,541 Number of test kits sold (in 12.24 8.80 2.81 million) The following table sets forth our revenues from the sale of devices and test kits, which is also expressed as a percentage of our revenue from revenue from contracts with customers - sale of products - finished goods in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ in Revenue from (₹ in Revenue from (₹ in Revenue from million) contracts with million) contracts with million) contracts with customers - customers - customers - Sale of Sale of Sale of products - products - products - Finished Finished Finished Goods Goods Goods Revenue from sale 2,029.58 20.63% 1,846.80 22.65% 1,366.07 42.44% of devices Revenue from sale 7,309.58 74.31% 5,525.45 67.78% 1,785.29 55.47% of test kits Others* 498.10 5.06% 780.13 9.57% 67.14 2.09% Revenue from 9,837.26 100.00% 8,152.38 100.00% 3,218.50 100.00% contracts with customers - Sale of products - Finished Goods *Others primarily include revenue from the sale of devices manufactured by Prognosys Medical Systems Private Limited. 5. Strategic collaborations and acquisitions enhancing our capabilities and offerings We have bolstered our capabilities and expanded our offerings through strategic acquisitions and collaborations 193with various organizations. In February 2023, we acquired 65.47% of the equity share capital of Prognosys to bolster our capabilities in radiology. Prognosys helped us enter into digital imaging solutions, including radiology products such as ultraportable X-ray systems, mobile digital X-ray systems, floor-mounted and ceiling-suspended X-ray systems and C-arm systems, all under the brand “ProRad” and a digital health platform under the brand name “ProDigi”. This strategic acquisition enabled us to provide end-to-end TB screening solutions for large scale public health screening programs by giving us the ability to combine its ultraportable digital imaging solutions with our platform to provide screening and confirmatory tests for infectious diseases at the POC. Further, in October 2024, our Company completed the first tranche of its investment, acquiring a 19.68 % equity stake in OptraScan Inc., a USA based company which provides digital pathology solutions, offering a range of digital pathology scanners, AI-powered analysis tools, and telepathology services, enabling remote consultations and collaboration. Its key products include the OS 15 Scanner (scans 15 slides), the OS Ultra Series (80, 160, 240, 320, 400 & 480) which scans in under 60 seconds without compromising image quality, and the OS Lite, which is wirelessly-enabled for flexible storage, archiving, and management of digital images and metadata. We also collaborate with various organizations to enhance our screening and diagnostics platform solutions, with the objective to extend healthcare services to remote areas. Through these strategic collaborations, we seek to provide accessible and effective diagnostic solutions to healthcare providers and patients and also strive to leverage these collaborations to expand our market reach and gain competitive advantages. The infographic below sets forth details of our collaborations: - Multiplex panels for RT-PCR format. We collaborate with Xcyton Diagnostics Private Limited to convert their panels for sepsis, fever, bacterial and viral meningitis from hybridization and PCR format to RT-PCR format. This conversion will allow these panels to be compatible with our platform, expanding their accessibility and usability for POC testing. - Rapid TB triage test. We collaborate with Stellar Diagnostics Private Limited to develop antibody detection- based rapid TB triage test to rapidly differentiate amongst patients who are likely to have active TB, those who have been exposed to TB in the past but have cleared the infection and those who have never been exposed to TB. - Saliva based enzymatic test strips. We collaborate with Testi Technologies to manufacture and commercialize their flagship product Promilless, a saliva-based enzymatic test strips which help measure body alcohol content. - Host response biomarker-based test for TB diagnosis and treatment monitoring: Healthseq Precision Medicine Private Limited (“HealSeq”) has developed a host based multiplexed biomarker kit assay that can detect various forms of TB in blood and also monitor treatment response over time. We collaborate with HealSeq to validate and commercialize the assay. - Breast health screening at near-patient settings: We collaborate with UE Lifesciences Inc. for marketing and sales of their breast health screening solution ‘UES Lifesciences iBreastExamTM (“IBE”)’ and to jointly build other screening tools for various cancer. IBE is a US Food and Drug Administration cleared point-of-care, ultraportable, battery-operated device which can enable screening in primary healthcare settings and mass public health campaigns. 6. Management team with deep domain expertise and track record of delivering strong financial performance Our Promoter, Director and Chief Executive Officer, Sriram Natarajan has 35 years of experience in developing, 194manufacturing and marketing of diagnostic devices and kits. Sriram Natarajan co-founded Tulip Diagnostics Private Limited in 1990 and grew it to become one of the largest in-vitro diagnostics reagent company in India and a significant global player. (Source: 1Lattice Report) In 2017, he exited the company through its sale to PerkinElmer. Further, our Promoter and Chief Technical Officer, Chandrasekhar Nair has 33 years of experience in translational research and development, leading multidisciplinary teams to develop various products. He received ‘Infosys Prize 2021’ in engineering and computer science by the Infosys Science Foundation. Further, our chief financial officer, Amol Narayan Lone has 18 years of experience in finance and accounts, Dr. Kuldeep Singh Sachdeva, who is the president strategy and project management and chief medical officer of our Company, is an experienced medical officer, Sumit Mitra, who is the President International Sales of our Company, has 21 years of experience in the diagnostics sector, and Shiva Sriram who is the President Business Development of our Company, is responsible for business development in our Company. In addition, our senior management team contributes to the overall strategic planning and business development of our Company and is instrumental in the growth of our business and revenues. Our Key Managerial Personnel and Senior Management have experience across a broad range of industries and functions, enabling them to contribute to the growth of our business. Our Strategies 1. Expand our geographical presence in India and across the globe We intend to expand the deployment of our platform at public and private laboratories and hospitals in India and globally. We have exported devices and test kits in more than 80 countries, including Nigeria, Bangladesh and Kenya, till March 31, 2025. The tables below set forth the number of devices and test kits sold outside India in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of devices sold outside India 753 279 132 Number of test kits sold outside India 1.22 0.69 0.32 (in million) As per Ind AS 108 “Operating Segments”, the tables below set forth our revenues from customers in India and outside India in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ in Revenue from (₹ in Revenue from (₹ in Revenue from million) Operations million) Operations million) Operations Revenue from 8,232.78 80.68% 7,543.13 90.17% 2,837.53 85.35% customers in India Revenue from 1,971.40 19.32% 822.48 9.83% 487.10 14.65% customers outside India Revenue from 10,204.18 100.00% ,365.61 100.00% 3,324.63 100.00% Operations The global transition from smear TB tests to molecular diagnostics presents a significant opportunity, with an estimated 150 to 200 million smear tests conducted annually worldwide that could potentially shift to molecular diagnostics. (Source: 1Lattice Report) The top 30 high TB burden countries contribute to 87.0% of all global TB cases, with 8 of these nations accounting for two-thirds of the estimated 10.8 million new active cases present globally in 2023: India (26.0% of global cases), Indonesia (10.0%), China (6.8%), Philippines (6.8%), Pakistan (6.3%), Nigeria (4.6%), Bangladesh (3.5%), and the Democratic Republic of the Congo (3.1%). (Source: 1Lattice Report) and our ‘Truenat’ platform is already deployed in a majority of these countries. We intend to focus on enhancing our exports, particularly to regions where we have a presence, such as Africa and Southeast Asia. We also intend to expand our operations in other regions such as Latin America, where we see significant potential for growth. To further extend our global reach, we are in the process of registering our ‘Truenat’ platform in several new countries, which will open new markets for our molecular diagnostics solutions. We are also planning to enter the US and EU markets. 2. Continue to expand our suite of diagnostic solutions for multiple diseases We offer molecular testing for 30 diseases, including TB, COVID, Hepatitis B and C, HIV viral load, and HPV, 195through our 42 assays, as March 31, 2025. Of the 42 assays as of March 31, 2025, 11 assays have been launched in the last three Fiscals. The flexibility of our platform enables us to continuously grow the suite of tests we offer, accommodating tests for a wide range of infectious and non-communicable diseases. As of the date of this Draft Red Herring Prospectus, we intend to expand our suite of tests for additional 37 assays for 22 diseases which we expect will continue to contribute to the utility of our platform. As we develop and expand our suite of tests, we will continue to make investments in our business, particularly in R&D, as well as expand our sales and marketing network to sell our products. In addition, we intend to capitalise on the potential of imaging-based technologies to provide more comprehensive diagnostic solutions. 3. Develop new POC platforms for other communicable and non-communicable diseases We intend to leverage our R&D capabilities to develop new POC platforms using advanced multiplex PCR technologies. These platforms will specifically target critical diagnostic needs in immunochemistry, hematology, histopathology, antimicrobial resistance detection, and biochemistry to address a wide range of other communicable and non-communicable diseases. 4. Grow through strategic acquisitions and alliances and establish a centre of excellence We will evaluate inorganic growth opportunities, in keeping with our strategy to grow and develop our market share or to add new product categories. 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 product portfolio and enhance our depth of experience, knowledge-base and know- how. For example, in February 2023, we acquired 65.47% of the equity share capital of Prognosys, which offers digital imaging solutions under the brand “ProRaD”. This acquisition allowed us to provide end-to-end screening and confirmatory tests for infectious diseases at the POC. We also intend to leverage Prognosys’s e-clinic approach which uses digital technologies to provide healthcare services remotely. This approach involves the integration of digital tools and platforms to enable the collection and transfer of patient data from diagnostic systems, such as radiology, pathology labs, and medical devices, to remote healthcare providers. Once received, patient data can be presented to healthcare providers in a format that enables immediate consultation, diagnosis, and the determination of treatment pathways, making primary care more accessible and affordable for patients. These digital e-clinics aim to leverage technology to bridge the gap between patients and healthcare providers, particularly benefiting individuals in underserved or remote areas. Further, in October 2024, our Company completed the first tranche of its investment, acquiring a 19.68 % equity stake in OptraScan Inc., a USA based company which provides digital pathology solutions, offering a range of digital pathology scanners, AI-powered analysis tools, and telepathology services, enabling remote consultations and collaboration. We intend to maintain a disciplined approach to inorganic opportunities and consider various selection criteria such as skills of the management team, operation scale, technological capability, valuation as well as cultural fit. We believe that our financial strength coupled with our innovation and manufacturing capabilities will enable us to identify and secure appropriate acquisition opportunities in the future. In February 2024, we introduced the EDGE program to identify, curate and collaborate with medical technology startup companies and small and medium enterprises to accelerate the development and commercialisation of their products. Under the EDGE program, selected participants receive intensive collective and bespoke guidance, resources, and expertise from our personnel. This culminates in the opportunity to forge co-development, manufacturing, or global sales partnerships with us. We intend to continue to enhance our EDGE program to accelerate innovation. Further, we are in the process of establishing a Center of Excellence (“COE”) at Bengaluru by Fiscal 2026 to support innovators working in the diagnostic/ medical technology field, helping them transform their concepts for medical devices from the prototype stage to a validated, scalable product suitable for commercial manufacturing. We understand that innovators often have a theoretical understanding of design but lack practical experience in transitioning their ideas into high-volume manufactured products. We will leverage the expertise of our Company and our Subsidiary, Bigtec, in R&D to bridge this gap. We intend to equip our COE with advanced equipment, skilled personnel, and experienced mentors to oversee the product development process. We believe that our COE will enable us to address the specific gaps in the innovation ecosystem, particularly in low and middle-income countries. We intend to collaborate with Indian and international incubators, including those in Africa and South East Asia to support innovative start-ups and provide them an opportunity to accelerate product development. OUR BUSINESS OPERATIONS 196Our platform We offer our ‘Truenat’ platform and disease-specific ‘Truenat’ test kits. Our ‘Truenat’ platform comprises two portable instruments - the Trueprep universal nucleic acid extraction device, which performs fully automated sample preparation; and the Truelab analyzer, which conducts real-time PCR. The Truenat platform (workstations) comprising of Trueprep and Truelab devices along with accessories We offer ‘Trueprep Auto v2 Universal Cartridge based Sample Prep Device’ which works with ‘Trueprep AUTO v2 Universal Cartridge Based Sample Prep Kit’ for extraction and purification of nucleic acids from a clinical sample. Trueprep Auto v2 Universal Trueprep AUTO v2 Universal Catridge based Sample Prep Cartridge Based Sample Prep Kit Device Truelab analyzer is available in three variants: (1) UnoDx, (2) Duo, and (3) Quattro, which are capable of performing one, two, and four tests simultaneously, respectively. Truelab Uno Dx Real Truelab Duo Real Time Truelab Quattro Real Time Time Quantitative micro Quantitative micro PCR Quantitative micro PCR Analyzer PCR Analyzer Analyzer We also offer the ‘Truelab micro PCR Printer’ as an accessory to the Truelab analyzers which utilizes Bluetooth technology to wirelessly print the results of PCR tests conducted by the Truelab analyzers. 197Truenat Test Kits As of March 31, 2025, we offer Truenat test kits for 30 diseases. Our Truenat test kits are disease-specific, ready- to-use and disposable micro PCR chips that run on our platform. Our Truenat test kits are available for the following infectious and non-communicable diseases: 198In addition to the above, through our Subsidiary, Prognosys Medical Systems Private Limited, we offer digital imaging solutions, including radiology products such as ultraportable X-ray systems, mobile digital X-ray systems, floor-mounted and ceiling-suspended X-ray systems and C-arm systems, all under the brand “ProRaD”. • Ultraportable X-ray systems are lightweight, low radiation and battery-operated x-ray systems, designed for use in POC applications such as home healthcare, mobile health camps, and remote areas. We have received US Food and Drugs Administration approval for Prorad Atlas Ultraportable X-Ray device. • Mobile X-ray systems are versatile imaging solutions for bedside x-rays in hospital’s intensive care units (“ICUs”) and smaller diagnostic centres. • Fixed X-ray systems are available in floor-mounted and floor-to-ceiling configurations to suit different clinical environments. • Ceiling suspended X-ray systems are specifically designed for maximizing space usage and user convenience, ideal for settings with a high volume of patient throughput. 199• High-frequency C-arm systems are available in image intensifier and flat panel detector configurations, offering high image quality and performance for a range of surgical applications including orthopaedics, urology, gastroenterology, and neurology. • DR retrofit panels are digital radiography solutions that enable transition from traditional analog systems to digital imaging. Our Subsidiary, Prognosys, also offers ‘ProDigi’ - a digital health platform that captures patient information, integrates X-ray images from PRORAD devices, utilizes artificial intelligence for interpretation of X-ray results, and allows remote review of X-ray images by registered radiologists through a radiology app namely Tele-Rad. Prognosys also provides ‘Digital Platform lite’ for TB which connects our ultraportable x-ray with an artificial intelligence algorithm and our platform. We also provide mobile healthcare units, which are equipped with Prognosys’s ProRaD systems and our platform, to deliver remote healthcare services using vans, trucks, and jeeps. 200Manufacturing Facilities As of the date of this Draft Red Herring Prospectus, we have five manufacturing facilities in India which are situated on land parcels leased to us, of which two are in Goa, two in Bengaluru, Karnataka and one in Visakhapatnam, Andhra Pradesh. The table below sets forth details of our manufacturing facilities: Manufacturing Products Operated by Year of Area (Square Feet) Facility Location Manufactured Commencement of Operations Verna, Goa Truenat Test Kits Our Company 2019 49,396 Verna, Goa Truenat Test Kits Our Company 2021 90,212 Visakhapatnam, Andhra Truenat Devices and Our Company 2021 30,000 Pradesh Truenat Test Kit Components Peenya, Bengaluru, Truenat Test Kits Our Company 2019 20,060 Karnataka Components Machohalli, Bengaluru, Prorad Devices Our Subsidiary, 2021 28,940 Karnataka Prognosys Manufacturing process Truenat Devices. The manufacturing process for the Truenat device involves several key stages. Initially, materials required for the production of devices or cartridges are stored in intermediate stores. These materials are transferred from the main store to the intermediate stores upon request from the manufacturing team. The next step in the process is the assembly of electrical and mechanical semi-finished goods (“SFG”) in the SFG Assembly area. These semi-finished goods are then utilized in the main assembly of the device, which takes place on a production line. Once all raw materials and SFG are assembled into the final product, it is handed over to the final quality control team for inspection. After passing the final inspection, the product moves to the final packing stage. For cartridges, 480 units are packed in one corrugated box, while each device is packed in a separate box. Finally, the packaged products are handed over to the logistics team for dispatch to customers. Truenat Test Kits. The Truenat Test kits consist of three main components: chips, cartridges, and reagents. Each component has a specific manufacturing process: • Chips: Intermediate stores act as work-in-progress (“WIP”) locations, holding materials needed for manufacturing based on batch planning. When the manufacturing team requests materials, they are transferred from the main store to these WIP locations. The process then moves to pouching, where tubes and chips are assembled into a pouch along with necessary components like micropipette tips and silica pouches. Next, packing involves placing these pouches into cartons, complete with package inserts. Each finished kit undergoes quality control testing to ensure it meets the required quality standards before being handed over to the logistics team for dispatch. • Reagents: The process for reagents starts similarly, with intermediate stores holding materials for manufacturing based on batch planning. Reagent preparation follows, where various reagents are formulated for different sample preparation kits. These reagents are then dispensed into containers during the filling stage. Labelling ensures each component is correctly identified. Packing involves assembling 201the reagents into kits, which are then subjected to quality control testing. Once approved, these kits are dispatched by the logistics team. • Cartridges: Intermediate stores hold the necessary materials for cartridges. A crucial step is cartridge coating, where the universal internal control (“UIC”) solution is applied to the cartridges. These coated cartridges are then assembled into pouches along with specific components. Reagent packs, which contain buffers for nucleic acid extraction, are assembled separately. The final packing stage combines cartridge pouches and reagent packs into cartons, complete with pipettes and package inserts. As with the other products, quality control testing is conducted to ensure quality standards are met before the cartridges are dispatched by the logistics team. Installed Capacity and Capacity Utilisation The information relating to the installed capacity, actual production and capacity utilisation of our products included below and elsewhere in this Draft Red Herring Prospectus are based on various assumptions and estimates of our management that have been taken into account in the calculation of our capacity and the same has been certified by Multi Engineers Private Limited, an independent chartered engineer by certificate dated August 22, 2025. These assumptions and estimates include standard capacity calculation practice in the diagnostic industry and the capacity of other ancillary equipment installed at the relevant manufacturing facility. Assumptions and estimates taken into account for measuring installed capacity and available capacity include 300 working days in a year at 3 shifts per day operating for 8 hours a day. Undue reliance should therefore not be placed on our capacity information or historical capacity utilization information for our existing manufacturing facilities included in this Draft Red Herring Prospectus. See “Risk Factors – Information relating to our annual installed capacity and the historical capacity utilization of our products included in this Draft Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.” on page 72. 202The tables below set forth certain information relating to the installed capacity, actual production and capacity utilisation for our devices and test kits manufactured by our Company and Subsidiaries for the years indicated: Products As of/ For the year ended March 31, 2025 As of/ For the year ended March 31, 2024 As of/ For the year ended March 31, 2023 Installed Actual Capacity Installed Actual Capacity Installed Actual Capacity Capacity(1) Production Utilisation Capacity(1) Production (2) Utilisation (3) Capacity(1) Production (2) Utilisation (3) (Number of (2) (3) (Number of (Number of (Number of Units) (Number of Units) (Number of Units) Units) Units) Units) Truenat devices 3,600 2,120 58.89% 3,600 714 19.83% 3,600 1,298 36.06% Truenat test kits 39,000,000 16,943,080 43.44% 39,000,000 10,707,041 27.45% 39,000,000 5,335,055 13.68% Xray devices 1,820 350 19.23% 3,640 423 11.62% 1,620 109 6.73% *As certified by Multi Engineers Private Limited, an independent chartered engineer, by certificate dated August 22, 2025. Notes: (1) Installed capacity represents the installed capacity as of the last date of the relevant Fiscal. The installed capacity is based on various assumptions and estimates, including standard capacity calculation practice in the diagnostic industry and the capacity of other ancillary equipment installed at the relevant manufacturing facility. Assumptions and estimates taken into account for measuring installed capacities and the available capacities include 300 working days in a year, at 3 shifts per day operating for 8 hours a day. (2) Actual production represents quantum of production in the relevant Fiscal. (3) Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the installed capacity during such Fiscal. 203Research and Development Our investment in R&D is critical to driving future growth. We believe that sustained economic value is created through continuous innovation and that investment in R&D is fundamental to our success. We undertake R&D activities through our wholly-owned, Subsidiary, Bigtec Private Limited. Our R&D facility in Bengaluru, Karnataka has been recognised by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. Our dedicated R&D laboratory is based in Bengaluru, Karnataka and is equipped with advanced equipment such as lyophilisers, oligonucleotide synthesizer, mass spectrometer, liquid chromatography system, IR spectrometer, and flash chromatography system. Our R&D team comprises personnel from different academic disciplines such as biology, chemistry, software and engineering. As of March 31, 2025, our R&D team comprises 114 permanent employees, including 100 scientists, which constituted 11.40% of our permanent employee base. Customers We offer our products to various laboratories, hospitals both in the private and public sectors as well as public health programmes run by governments and international aid agencies across the world. The tender process involves various stages, from identifying relevant tenders and reviewing the tender documents to preparing and submitting a proposal, attending pre-bid meetings, evaluating and awarding contracts, and executing the project before completing documentation and collecting payment. The table below sets forth our revenues generated from such government and international aid agencies and non-government agencies and revenue from contracts with customers - sale of products - finished goods for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % of Revenue Amount % of Amount % of (in ₹ from contracts (in ₹ Revenue (in ₹ Revenue million) with customers million) from million) from - Sale of contracts contracts products - with with Finished Goods customers - customers - Sale of Sale of products - products - Finished Finished Goods Goods Revenue from contracts 4,998.20 50.81% 2,757.97 33.83% 146.37 4.55% with customers - Sale of products - Finished Goods from Indian Central government Revenue from contracts 2,101.54 21.36% 4,153.07 50.94% 2,142.56 66.57% with customers - Sale of products - Finished Goods 204Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % of Revenue Amount % of Amount % of (in ₹ from contracts (in ₹ Revenue (in ₹ Revenue million) with customers million) from million) from - Sale of contracts contracts products - with with Finished Goods customers - customers - Sale of Sale of products - products - Finished Finished Goods Goods from Indian State governments Revenue from contracts 1,540.04 15.66% 556.47 6.83% 234.04 7.27% with customers - Sale of products - Finished Goods from International aid agencies Revenue from contracts 1,197.48 12.17% 684.87 8.40% 695.53 21.61% with customers - Sale of products - Finished Goods from non-government agencies Revenue from contracts 9,837.26 100.00% 8,152.38 100.00% 3,218.50 100.00% with customers - Sale of products - Finished Goods We also sell our products outside India directly and through our distributors. In Fiscal 2025, we had 33 international distributors and we have exported our products to more than 80 countries till March 31, 2025. As per Ind AS 108 “Operating Segments”, in Fiscals 2025, 2024 and 2023, our revenue from customers outside India was ₹ 1,971.40 million, ₹ 822.48 million, and ₹ 487.10 million, representing 19.32%, 9.83% and 14.65% of our revenue from operations, respectively. The table below sets forth details of our revenue from top 3 countries based on Fiscal 2025 and their revenue in the respective years as indicated below: Country Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ million) revenue from (₹ million) revenue from (₹ million) revenue from customers - customers - customers - outside India outside India outside India Nigeria 615.59 31.23% 0.05 0.01% 59.46 12.21% Bangladesh 291.26 14.77% 295.37 35.91% 22.34 4.59% Indonesia 183.68 9.32% 12.35 1.50% 1.43 0.29% As part of our maintenance services to our customers, we provide four scheduled preventive maintenance visits per year and up to two unscheduled corrective visits as required under our annual maintenance contract (“AMC”), and necessary spare parts for maintenance of the device under our comprehensive maintenance contract (“CMC”). Raw Materials and Suppliers We require various raw materials including substrates, primer and probes, enzymes, deoxynucleotide triphosphate (“dNTP”), electronic components and chemicals to manufacture our products. We also import certain raw materials. We do not enter into definite-term agreements with our suppliers and typically procure such materials through purchase orders. The table below sets forth cost of raw materials and components consumed as a percentage of total expenses for the years indicated: Particular For the Year Ended March 31, 2025 2024 2023 Cost of raw materials and components consumed 4,347.71 3,199.28 1,853.28 (₹ million) (A) Total expenses (₹ million) (B) 8,204.06 6,578.34 3,278.71 Cost of raw materials and components consumed 52.99% 48.63% 56.52% as a percentage of Total expenses (%) (C = A/B) Sales, Marketing and Customer Relationship 205Our sales, marketing and customer relationship team, comprising 292 permanent employees as of March 31, 2025, focuses on developing relationships with our distributors as well as with our end-customer. This team also participates in product campaigns and exhibitions, including international events to promote our product portfolio and establish strong relationships with our customers. We also have international consultants who helps us accelerate our entry and expansion in overseas markets. Further, we regularly upload case studies on our website to demonstrate the benefits of our ‘Truenat’ platform. We leverage these narratives to market our products to the customers. The table below sets forth our sales, marketing and customer relationship team and international consultants as of the dates indicated: Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Sales, Marketing and Customer Relationship 292 249 235 International Consultants 22 9 8 Transportation We use different modes of transportation, including road and sea for our domestic and overseas operations. We engage third-party logistic service providers to provide support our transportation requirements on a need basis. The table below sets forth our freight expenses as a percentage of our total expenses for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Freight expenses (₹ million) (A) 142,88 88.84 61.95 Total expenses (₹ million) (B) 8,204.06 6,578.34 3,278.71 Freight expenses as a percentage 1.74% 1.35% 1.89% of Total expenses (%) (C = A/B) Also, see “Risk Factors – We are dependent on third parties for the transportation of our products to distributors or directly to end customers. Any failure by or loss of a third-party transport service provider could result in delays and increased costs, which may adversely affect our business, financial condition, results of operations and cash flows.” on page 71. Power and Fuel Our manufacturing processes require supply of power and fuel. We have made arrangements for power purchase from local utilities. The table below sets forth our power and fuel expenses as a percentage of our total expenses for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Power and fuel expenses (₹ 100.14 74.38 64.70 million) (A) Total expenses (₹ million) (B) 8,204.06 6,578.34 3,278.71 Power and fuel expenses as a 1.22% 1.13% 1.97% percentage of Total expenses (%) (C = A/B) Quality Assurance and Quality Control We have implemented a quality control mechanism to ensure compliance with quality standards. Each of our manufacturing facilities has quality assurance mechanisms to maintain these standards. Each site has a dedicated QA-QC division to maintain these standards. Our products undergo rigorous testing processes to meet the quality standards. As of March 31, 2025, we had a separate team comprising 188 permanent employees, responsible for quality assurance and quality control. Set forth below are various certifications received by our Company and its Subsidiaries: • TUV SUD Product Service GmbH has certified our Company for establishing and maintaining a quality management system that complies with EN ISO 13485:2016 standards. This certification applies to the design, development, manufacturing, and distribution of in-vitro diagnostic reagents and reagent kits used for infectious diseases genetic testing (including real-time PCR tests and clinical chemistry; • TUV SUD America Inc., an MDSAP recognized auditing organization, has certified our quality management system in accordance with the criteria established by regulatory authorities, including the Brazilian Health 206Regulatory Agency (RDC ANVISA n. 665/2022, 551/2021, and 67/2009), Health Canada (Government of Canada - Medical Device Regulations - Part 1 - SOR 98/282), and the United States Food and Drug Administration (21 CFR Part 803, Part 806, Part 807 - subparts A to D, and Part 820). This certification applies to the design and development, manufacturing, distribution, and servicing of in-vitro diagnostic test kits and reagents, sample preparation, real-time PCR-based in-vitro diagnostic kits, and devices with Embedded Software (including Near Patient / Point of Care In-Vitro Diagnostics Medical Devices) used for diagnosing disease status and detecting transmissible agents; • FQC First Quality Certification Private Limited has certified our Subsidiary, Prognosys, for its compliance with ISO 9001:2015 standards in the design, development, manufacturing, sales, installation, and servicing of x-ray film processing equipment and radiology equipment, validating the quality management system; and • Intertek India Private Limited has certified our Subsidiary, Prognosys, for its compliance with ISO 13485:2016 standards in the design, development, manufacturing, supply, installation, and servicing of diagnostics x-ray systems, affirming the quality management system. • We are the first Indian company to receive the Class C IVDR (EU 2017/746) Technical Documentation Assessment Certificate for Truenat® CT/NG, which has been issued by TUV SUD Product Service GmbH, which helps detect Chlamydia trachomatis and Neisseria gonorrhoeae in female endocervical and vaginal swab specimens, male urethral swab specimen and male and female urine specimen. Human Resources As of March 31, 2025, we had 1,000 permanent employees and 1,511 contract labourers. The table below sets forth details of our permanent employees, as of March 31, 2025: S. No. Department Number of Permanent Employees 1. Sales, Marketing and Customer Relationship 292 2. Manufacturing 247 3. Quality Assurance & Quality Control 188 4. Research & Development 114 5. Finance and Information Technology 63 6. Purchase & stores 61 7. Human Resource and Administration 18 8. Corporate and Support Function 17 Total 1,000 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. Also, see “Risk Factors - Any disruption to the steady and regular supply of workforce for our operations, including due to strikes, work stoppages or increased wage demands by our workforce or any other kind of disputes with our workforce or our inability to control the composition and cost of our workforce could adversely affect our business, cash flows and results of operations.” on page 68. Environment, Health and Employee Safety Our operations are subject to regulation according to national and local laws and regulations of India concerning environmental protection and occupational health and safety. These laws and regulations apply to a broad range of activities across the whole product lifecycle and the management of occupational safety and well-being. We are committed to providing a safe and healthy working environment to our employees. Corporate Social Responsibility We have constituted a Corporate and Social Responsibility Committee of our Board and have adopted and implemented a CSR policy, pursuant to which we carry out our CSR activities. We have undertaken CSR activities in the past, such as supporting educational and health initiatives, meeting the 2% of average profit of last three years mandate under Section 135 of the Companies Act, 2013. The table below sets forth our corporate social responsibility expenses as a percentage of our revenue from operations in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Corporate social responsibility 33.63 63.20 58.85 expenses (₹ million) (A) 207Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations (₹ million) 10,204.18 8,365.61 3,324.63 (B) Corporate social responsibility 0.33% 0.76% 1.77% expenses as a percentage of Revenue from operations (%) (C = A/B) Further, we have been, in the past, in non-compliance with Section 135 of the Companies Act, 2013. For further details, see, “Risk Factors – There have, in the past, been instances of non-compliance by our Company and Bigtec under Indian company laws requiring our Company to initiate compounding or adjudication proceedings. We cannot assure you that such lapses will not occur in the future, or that we will be able to rectify or mitigate such lapses in a timely manner or at all or 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 56. Competition The molecular diagnostic industry is competitive and is characterized by extensive R&D and rapid technological changes. (Source: 1Lattice Report) We face competition primarily from centralized laboratories and companies offering diagnostic solutions. Many of our competitors may have greater financial, manufacturing, R&D, marketing and other resources, more experience in obtaining regulatory approvals, greater geographic reach, broader product ranges or a stronger sales force. We believe key competitive factors impacting our success include the accuracy, utility, turnaround time and economics of our products, and commercial execution. We also believe our success in the future depends on the timing of obtaining regulatory clearances and approvals, as well as the timing of our ability to deliver instruments and consumables into the marketplace in significant volumes. Information Technology IT systems are critical to our ability to manage our manufacturing process, inventory management, financial management, data handling and supply chain management, to maximize efficiencies and optimize costs. Our IT systems enable us to coordinate our operations, from automated manufacturing to logistics and transport, invoicing, customer relationship management and decision support. We have implemented an ERP platform for business functions, including production, materials, finance, inventory, and human resource management. We also use various specialized IT solutions such as S4 Hana Rise with SAP, Salesforce and Google workspace in connection with some processes of our business operations, including R&D, manufacturing and product lifecycle management. Also, see “Risk Factors – Technology failures could disrupt our operations and adversely affect our business operations and financial performance.” on page 71. Awards and Recognitions For details with respect to the awards and recognitions received by us, see “History and Certain Corporate Matters - Awards, accreditations or recognitions” on page 216. Insurance We maintain insurance cover for our properties, including protection from fire and burglary. We also maintain a public liability act policy to cover product liability risk, workmen compensation policy, and group personal accident insurance policy and group health insurance policy for our employees. For information on risks related to our insurance policies, see “Risk Factors - Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which may impact on our financial condition, cash flows and results in operations.” on page 68. Intellectual Property For details, see “Government and Other Approvals – Intellectual Property” on page 413. Also, see, “Risk Factors – If we are unable to patent new processes and protect our proprietary information or other intellectual property, our business may be adversely affected.” on page 55. Properties Our Registered and Corporate Office is located at Plot No. L-46, Phase II-D, Verna Industrial Area, Verna, Salcete, South Goa 403 722, Goa, India, which is held by us on a leasehold basis and the lease agreement is valid till 208September 3, 2048. The table below sets forth details of other key properties: S Purpose Location Leased/ Owned No. Our Company 1. Manufacturing facility at Plot no. L-42, Phase II B, O n a 3 0 y e a r l e a s e f r o m September Verna, Goa Verna Industrial Estate, Verna Goa 1 8 , 2 0 2 0 , t o S e ptember 7, 2050. It has - 403722 been leased by Goa Industrial Development Corporation to our Company. 2. Manufacturing facility at Plot No. L-46, Phase II-D, Verna Industrial On lease from January 9, 2019 and Verna, Goa Area, Verna, Salcete, South Goa 403 722, expiring on September 3, 2048. It has Goa, India been leased by Goa Industrial Development Corporation to our Company. 3. Manufacturing facility at MU2Z-Type-1B, Andhra Pradesh Medtech On a 99 year lease from June 1, 2020. Visakhapatnam, Andhra Zone, Pragati Maidan, VM Steel Plant S.O., It has been leased by Andhra Pradesh Pradesh Visakhapatnam, Andhra Pradesh - 530 031 Medtech Zone Limited to our Company 4. Manufacturing facility at Building: No.14, Plot No. 9E Road Main, On a 2 years and 6 months lease from Peenya, Bengaluru, 2nd Phase, Peenya Industrial Area, June 1, 2024. It has been leased by Karnataka Bengaluru, 560058 Triveni M.P to our Company. Bigtec 5. R&D Unit 2nd Floor, Golden Heights, 59th ‘C’ Cross, On lease, expiring on December 20, 59, 4th M Block, Rajaji Nagar, Bengaluru, 2026. It has been leased by Karnataka 560010. Sumangala Properties to Bigtec Prognosys 6. Manufacturing facility at Survey Non. 168/1, Machohallli, On lease, expiring on May 15, 2027. Machohalli, Bengaluru, Dasanapura Hobli, Bengaluru, Karnataka It has been leased by Bindu Agro Karnataka Products to Prognosys Medical Systems Private Limited. Also, see, “Risk Factors – Our manufacturing facilities, R&D unit and Registered and Corporate Office are not located on land owned by us and we have only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, results of operations, financial condition and cash flows may be adversely affected.” on page 74. 209KEY REGULATIONS AND POLICIES The following description is a summary of certain key laws, guidelines and regulations in India, which are applicable to our Company and the business undertaken by our Company. The information detailed in this section is based on the provisions of statutes, bills, regulations, notifications, memorandum, circulars and policies which are subject to amendment, modification and / or change by subsequent legislative, regulatory, administrative or judicial decisions. The information in this section has been obtained from publications available in the public domain. The regulations set out below are not exhaustive and are only intended to provide general information to investors and are neither designed nor intended to be a substitute for professional legal advice. For details of the material government approvals obtained by our Company and our Material Subsidiaries, see “Government and Other Approvals” on page 409. Laws in relation to our business Drugs and Cosmetics Act, 1940 (“Drugs Act”) and the Drugs and Cosmetics Rules 1945 (“DC Rules”) The Drugs Act was enacted to regulate the import, manufacture, distribution and sale of drugs and cosmetics. The Drugs Act also covers aspects such as labelling, packaging, and testing of drugs, as well as matters related to drug formulations and the use of active pharmaceutical ingredients (“APIs”). Defined under the Drugs Act, a drug includes all medicines for internal and external use, substances intended for diagnosis, treatment, mitigation or prevention of any disease. The Drugs Act provides for the establishment of the Drugs Technical Advisory Board to ensure standards of quality and advise central and state government on technical matters. The Drugs Act lays down certain standards of quality for drugs and cosmetics to be imported, manufactured, sold and distributed, respectively. The Drugs Act also lays down penalties for certain offences. The DC Rules provide guidance on the submission of drug samples for analysis, the form of central drug laboratory certificates required to be obtained, and the fees payable for such analysis. They also set out the drugs or cosmetics for which an import license is required, the conditions and form of such licenses, the authority empowered to issue them, and the fees payable. The DC Rules allow for the suspension or cancellation of such licenses for the contravention of the applicable provisions or rules, or non-compliance with the conditions of the license. The DC Rules also prescribe the manner of labelling and packaging of drugs. The DC Rules provide the procedure and guidelines for clinical trials, including the procedure for obtaining approval for clinical trials. Medical Devices Rules, 2017 (“MDR”) The MDR are published under Drugs and Cosmetics Act 1940, vide notification of the Government of India in the Ministry of Health and Family Welfare (Department of Health and Family Welfare) to regulate the clinical investigation, manufacture, import, sale, and distribution of medical devices in the country. International organisation like WHO, IMDRF, and MDSAP have set global standards for risk classification, nomenclature and post-market surveillance, which India has adopted as part of the MDR. Under the MDR, the medical device officers and medical device testing officers are appointed to test and evaluate the sample of medical devices. The State Licensing Authority (“SLA”) regulates low risk Class A and low moderate risk Class B devices. The Central Drugs Standard Control Organisation (“CDSCO”) regulates moderate high-risk Class C and high-risk Class D devices. Additionally, the CDSCO regulates the import and clinical investigation of all medical devices, and the SLA regulates the sale of medical devices. Anyone who intends to manufacture a medical device must apply for a test license for the purpose of examination, evaluation, demonstration, and training. The test licenses are issued by the CDSCO which remain valid for a period of three years from the date of issuance. The manufacturing licences issued by the SLA for Class A & Class B devices and the manufacturing licences issued by the CDSCO for Class C & Class D are valid in perpetuity, subject to payment of licence retention fee prior to the completion of five years from the date of issue. The Medical Device (Amendment) Rules, 2020 have introduced changes in relation to the registration of newly notified medical devices by their respective manufacturers and importers and have provided for an exemption for numerous categories of regulated or notified medical devices from the requirement such registration. The Legal Metrology Act, 2009 (the “Legal Metrology Act”) and The Legal Metrology (Packaged Commodities) Rules, 2011 (the “Legal Metrology Rules”) The Legal Metrology Act, along with the Legal Metrology Rules, sets and enforces standards for weights and measures. It governs trade and commerce involving weights, measures, and other goods sold or distributed by 210weight, measure, or quantity. Any transaction relating to goods, or a class of goods shall be as per the weight, measurements or numbers prescribed by the Legal Metrology Act. The Legal Metrology Act also prohibits the manufacture, packing, selling, importing, distributing, delivering, offer for sale of any pre-packaged commodity if it does not adhere to the standard regulations set out. The Legal Metrology Rules define various manufacturing and packing terminology. It lays out specific prohibitions where manufacturing, packing, selling, importing, distributing, delivering, offering for sale would be illegal and requires that any form of advertisement where the retail sale price is given must contain a net quantity declaration. The Legal Metrology Rules also lays down the penalties for certain offences under it. The Legal Metrology Rules were amended by the Legal Metrology (Packaged Commodities) (Amendment) Rules, 2023, which lay down specific provisions for e-commerce transactions. Environmental laws legislations Environment Protection Act, 1986 (the “EP Act”) and the Environment Protection Rules, 1986 (the “EP Rules”) read with the Environmental Impact Assessment Notification, 2006 (“EIA Notification”) The EP Act was enacted to provide a framework for co-ordination 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 Act specifies that no person carrying on any industry, operation or process shall discharge or emit or permit to be discharged or emitted any environment pollutants in excess of such standards as prescribed. The contravention or failure to comply with the provisions of the Environment Protection Act may attract penalties in the form of imprisonment or fine. The Environment Protection Rules specifies, amongst others, the standards for emission or discharge of environmental pollutants, and restrictions on the handling of hazardous substances in different areas. Further, the Environment (Protection) Amendment Rules, 2024, amend the EP Rules to introduce defined procedures for the adjudication of non-compliances under the EP Act. Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) and Water (Prevention and Control of Pollution) Board, 1975 (“Water Rules”) The Water Act was enacted to control and prevent water pollution and for maintaining and restoring of wholesomeness of water in the country. The Water Act was enacted to control and prevent water pollution and for maintaining or restoring the purity of water in India. The objective of this legislation is to ensure that domestic and industrial pollutants are not discharged into streams and wells without adequate treatment. Further, the Water Act also provides for the establishment of central pollution control board and state pollution control board with a view to carry out the aforesaid purpose. The Water Act prescribes specific amounts of fine and terms of imprisonment for various contraventions. Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) The Air Act was enacted to provide for the prevention, control and abatement of air pollution. Under the Air Act, the State Government may, after consultation with the relevant state pollution control board declare, by notification in the Official Gazette, any area or areas within the state as air pollution control area or areas for the purposes of the Air Act. Pursuant to the provisions of the Air Act, any person establishing or operating any industrial plant within an air pollution control area, must obtain the consent of the relevant state pollution control board prior to establishing or operating such industrial plant. Further, no person operating any industrial plant in any air pollution control area shall discharge or permit or cause to be discharged the emission of any air pollutant in excess of the standards laid down by the state pollution control board. The Air Act prescribes specific amounts of fine and terms of imprisonment for various contraventions. The Bio-Medical Waste Management Rules, 2016 (“BMW Rules) The BMW Rules apply to all persons who generate, collect, receive, store, transport, treat, dispose or handle authorization under the BMW Rules for the generation of bio-medical waste to ensure that such waste is handled without any adverse effect to human health and the environment and to set up bio–medical waste treatment facilities as prescribed under the BMW Rules, including pre-treating laboratory and microbiological waste, and proving training to health care workers and others involved in handling bio-medical waste. We are also required to submit an annual report to the prescribed authority and also to maintain records related to the generation, collection, storage, transportation, treatment, disposal, and/ or any form of handling of biomedical waste in accordance with the BMW Rules and the guidelines issued thereunder. The prescribed authority may cancel, 211suspend or refuse to renew an authorization, if for reasons to be recorded in writing, the occupier/operator has failed to comply with any of the provisions of the EP Act or BMW Rules. Hazardous and Other Waste (Management and Transboundary Movement) Rules, 2016 (the “Hazardous Waste Rules”) The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by imposing an obligation on every operator of a facility generating hazardous waste to dispose of such waste without harming the environment. The term hazardous waste has been defined in the Hazardous Waste Rules as any waste which is likely to cause danger to health or environment, whether alone or after getting in contact with other wastes or substances. Every operator of a facility generating hazardous waste must obtain authorization for generation, processing, treatment, package, storage, transportation, use, collection, destruction, conversion or transfer of the hazardous waste from the relevant state pollution control board. Further, the operator is liable for damage caused to the environment resulting from the improper handling and disposal of hazardous waste and will be liable to pay any financial penalty that may be levied by the respective state pollution control board in case such damage is caused. Further, the Hazardous and Other Wastes (Management and Transboundary Movement) Amendment Rules, 2022 sought to develop portals to establish an online system for the registration and filing of quarterly returns and submission of monthly information by recyclers. Laws related to employment We are subject to various labour laws for the safety, protection, condition of working, employment terms and welfare of labourers and/or employees of us. The Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA Act”) In respect of our manufacturing facilities, we use the services of certain licensed contractors who in turn employ contract labour whose number exceeds 20 (twenty), subject to state amendments, in respect of certain facilities. Accordingly, we are regulated by the provisions of the CLRA Act, and the rules framed thereunder which requires us to be registered as a principal employer and prescribes certain obligations with respect to welfare and health of contract labour. The CLRA Act imposes certain obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period. Penalties, including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA Act. The Factories Act, 1948 (“Factories Act”) The Factories Act pertains to the regulation of labour in factories. The term ‘factory’ is defined as any premises where 10 or more workers are working, or were working on any day in the preceding 12 months, and in any part of which a manufacturing process is ordinarily carried on with the aid of power, or where 20 more workers are working, or were working on any day in the preceding 12 months, and in any part of which a manufacturing process is ordinarily carried on without the aid of power. The state governments are empowered to make rules requiring the registration or licensing of factories or any class of factories. The Factories Act requires the occupier of the factory to ensure, as far as is reasonably practicable, the health, safety and welfare of all workers while they are at work in the factory. Shops and Establishments legislations The provisions of local shops and establishments legislations applicable in the states in India where our establishments are set up require such establishments to be registered under the state shops and establishments legislations except a shop or a factory registered under the Factories Act, 1948, among others. The state shops and establishments 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, holidays, leave, termination of service, maintenance of records, maintenance of shops and establishments and other rights and obligations of the employers and employees. These shops and establishments legislations, and the relevant rules framed thereunder, also prescribe penalties in the form of monetary fines or imprisonment for the violation of their provisions, as well as procedures for appeals in relation to such contraventions. 212We are also subject to other laws concerning condition of working, benefit and welfare of our labourers and employees such as • the Apprentices Act, 1961, • the Child and Adolescent Labour (Prohibition and Regulation) Act, 1986, • the Employees Compensation Act, 1923, • the Employees (Provident Fund and Miscellaneous Provisions) Act, 1952, • the Employees State Insurance Act 1948, • the Equal Remuneration Act, 1976, • the Industrial Disputes Act, 1947, • the Interstate Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and • the Maternity Benefit Act, 1961, • the Minimum Wages Act, 1948, • the Payment of Bonus Act, 1965, • the Payment of Gratuity Act, 1972, • the Payment of Wages Act, 1936, • the Public Liability Insurance Act, 1991, • the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, • the applicable state labour welfare fund legislations. In order to rationalise and reform labour laws in India, the Government has enacted the following codes: • Code on Wages, 2019, which regulates, inter alia, the minimum wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employees. It subsumes four existing laws, namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, and the Equal Remuneration Act, 1976. • Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of employment in industrial establishments and undertakings, and the investigation and settlement of industrial disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947. • Code on Social Security, 2020, which amends and consolidates laws relating to social security. It governs the constitution and functioning of social security organisations such as the employees’ provident fund and the employees’ state insurance corporation, regulates the payment of gratuity, the provision of maternity benefits, and compensation in the event of accidents to employees, among others. It subsumes various legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, and the Payment of Gratuity Act, 1972. • Occupational Safety, Health and Working Conditions Code, 2020, amends and consolidates laws regarding the occupational safety, health and working conditions of persons employed in an establishment. It subsumes various legislations including the Factories Act, 1948, and the Contract Labour (Regulation and Abolition) Act, 1970. Certain portions of the Code on Wages, 2019, have come into force upon notification by the Ministry of Labour and Employment. The remainder of these codes shall come into force on the day that the Government shall notify for this purpose. Intellectual Property Laws The Trade Marks Act, 1999 (“Trademarks Act”) The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive rights to marks such as a brand, label and heading and obtaining relief in case of infringement. The Trademarks Act also prohibits any registration of deceptively similar trademarks or compounds, among others. It also provides for infringement, falsifying and falsely applying for trademarks. Once granted, a trademark registration is valid for 10 years unless cancelled, subsequent to which it can be renewed. 213The Patents Act, 1970 (“Patents Act”) The Patents Act provides for the application and registration of new inventions of products or processes for granting exclusive rights to the holder of such a patent and obtaining relief in case of infringement. Under the Patents Act, the registration is granted for a fixed period and after the expiry of the term of the patent, it becomes available in the public domain for use without having to pay any fee / royalty to the inventor of the product or process. The Designs Act, 2000 (“Designs Act”) and Design Rules, 2001 (“Designs Rules”) The Designs Act prescribes for the registration of designs, defined as the features of shape, configuration, pattern, ornament or composition of lines or colours applied to any article whether in two dimensional or three dimensional or in both forms, by any industrial process or means. The duration of the registration of a design in India is initially ten years from the date of registration which can further be extended for a period of five years. The Central Government also drafted the Designs Rules under the authority of the Designs Act, prescribing certain aspects related to designs such as the process for applying for registrations, provisions in relation to the payment of fees, the cancellation of registrations, etc. Other Indian laws In addition to the above, we are also governed by the provisions of the Companies Act and rules framed thereunder, relevant central and state tax laws, foreign exchange and investment laws and foreign trade laws and other applicable laws and regulation imposed by the central and state government and other authorities for over day to day business, operations and administration. 214HISTORY AND CERTAIN CORPORATE MATTERS Brief history of our Company Our Company was originally incorporated as ‘Molbio Diagnostics Private Limited’ at Panaji, as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated October 20, 2000, issued by the RoC. Thereafter, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the extraordinary general meeting of our Shareholders held on November 22, 2024, and the name of our Company was changed to Molbio Diagnostics Limited, and a fresh certificate of incorporation dated January 16, 2025 was issued to our Company by the RoC. Change in registered office of our Company Except as disclosed below, our Company has not changed its registered office since its incorporation: Effective date of Details of change Reasons for change change August 13, 2011 The registered office of our Company was changed from Plot No. 13, Operational convenience Sagar Society, Dona Paula, Goa 403 004, Goa, India to Tulip House, Dr. Antonio Do Rego Bagh, Alto Santa Cruz, Bambolim Complex P.O., North Goa 403 202, Goa, India. January 6, 2017 The registered office of our Company was changed from Tulip House, Dr. Operational convenience Antonio Do Rego Bagh, Alto Santa Cruz, Bambolim Complex P.O., North Goa 403 202, Goa, India to H. No. 13, Sagar Society, Dona Paula, Panaji, North Goa 403 004, Goa, India. April 30, 2019 The registered office of our Company was changed from H. No. 13, Sagar Operational convenience Society, Dona Paula, Panaji, North Goa 403 004, Goa, India to Plot No. L-46, Phase II-D, Verna Industrial Area, Verna, Salcete, South Goa 403 722, Goa, India. Main objects of our Company The main objects contained in the Memorandum of Association of our Company are as mentioned below: “(1) To manufacture, purchase, sell or otherwise transfer, lease, import or export, hire, licence, use, dispose of, design, acquire, market or generally dent in any type of diagnostics, diagnostic instruments, laboratory reagents, laboratory instruments, molecular biology, DNA based diagnostic, Bio therapeutics and any product or materials or articles used in connection therewith. (2) To render technical assistance and services In India and abroad in the fields of diagnostics and reagents manufacture, including the establishment of laboratories for such purposes.” Amendments to our Memorandum of Association Set out below are the amendments to our Memorandum of Association in the 10 years preceding the date of this Draft Red Herring Prospectus: Date of Shareholders’ Nature of Amendments resolution September 28, 2016* Pursuant to the scheme of amalgamation entered between Bigtec Innovations Private Limited and our Company, Clause V of our Memorandum of Association was amended to reflect the change in authorised share capital of our Company from ₹ 2,000,000 divided into 200,000 equity shares of ₹ 10 each to ₹ 122,000,000 divided into 11,900,000 equity shares of ₹ 10 each and 300,000 preference shares of ₹ 10 each July 10, 2024 Clause V of our Memorandum of Association was amended to reflect the sub-division of 11,900,000 equity shares of ₹ 10 each and 300,000 preference shares of ₹ 10 each to 119,000,000 Equity Shares of ₹ 1 each and 3,000,000 preference shares of ₹ 1 each September 5, 2024 Clause V of our Memorandum of Association was amended to reflect the increase in the authorised share capital of our Company from ₹ 122,000,000, consisting of 119,000,000 Equity Shares of ₹ 1 each and 3,000,000 preference shares of ₹ 1 each to ₹ 200,000,000, consisting of 197,000,000 Equity Shares of ₹ 1 each and 3,000,000 preference shares of ₹ 1 each. * This amendment to our Memorandum of Association was made in accordance with clause 13 of the scheme of amalgamation of Bigtec Holdings Private Limited with our Company, pursuant to the orders dated September 16, 2016, and September 28, 2152016, passed by the High Court of Karnataka at Bengaluru and the High Court of Bombay at Goa, respectively. Major events and milestones in the history of our Company The table below sets forth the key events and milestones in the history of our Company: Calendar Particulars Year Incorporation of our Company 2000 Our R&D arm, Bigtec Private Limited, one of our Subsidiaries commenced its operations 2005 Bigtec directs its focus to chip-based PCR research 2009 Bigtec develops a ‘lab-on-a-chip’ model Entered into a joint venture agreement dated August 1, 2011 with Bigtec Innovations Private Limited and 2011 Bigtec Private Limited 2013 Launch of the semi-automatic PCR device ‘Truelab Uno” 2015 Amalgamation of Bigtec Innovations Private Limited with our Company Expert Committee on TB Diagnostics recommended the use of the ‘TrueNat MTB’ and ‘TrueNat MTB-Rif’ in 2017 the National Tuberculosis Elimination Programme (at the time known as the Revised National Tuberculosis Control Programme) Launch of fully- automatic PCR device ‘Truelab Uno” and approved by the Indian Council for Medical 2018 Research (“ICMR”) Received ‘License to manufacture for sale and distribution of medical device’ for chip based real time PCR test for hepatitis B virus, hepatitis A virus, hepatitis C virus and hepatitis E virus from the Central Drugs Standard Control Organisation, Ministry of Health, Government of India 2019 Received ‘License to manufacture for sale and distribution of medical device’ for chip based real time duplex PCR test for human papillomavirus high risk types 16, 31 and 18, 45 from the Central Drugs Standard Control Organisation, Ministry of Health, Government of India Investment by India Business Excellence Fund III in our Company World Health Organisation endorsed TrueNat as the primary diagnostic test for MTB and MTB-RIF Received ‘License to manufacture for sale and distribution of medical device’ for chip based real time PCR test for beta coronavirus from the Central Drugs Standard Control Organisation, Ministry of Health, 2020 Government of India Received ‘License to manufacture for sale and distribution of medical device’ for chip based real time PCR test for HIV-1 virus from the Central Drugs Standard Control Organisation, Ministry of Health, Government of India 2022 Investment by V Sciences Investments Pte. Ltd in our Company Acquisition of Prognosys Medical Systems Private Limited to venture into radiology equipment 2023 Acquisition of Prognosys Healthcare (India) Private Limited Launched ‘Edge’, a scaleup partnership initiative between our Company and Bigtec 2024 Investment of 19.68% of the paid-up equity share capital of Optrascan, INC to diversify to digital pathology scanners First Indian company to receive the Class C IVDR (EU 2017/746) Technical Documentation Assessment 2025 Certificate for Truenat® CT/NG which has been issued by TUV SUD Product Service GmbH Awards, accreditations or recognitions The following are the key awards, accreditations and recognitions received by our Company: Calendar Particulars Year 2024 Awarded the ‘Change Maker Awards’ by the Hindu Group Awarded ‘Good Samaratian Award’ at the 2nd Custodians of Humanity Awards conducted by Integrated 2023 Global Healthcare Mission Received ‘Certificate of Recognition’ by Burgundy Private Hurun India 500 Awarded ‘Excellence in Innovation in Medical Technology – Company” award at the 6th Healthcare 2022 Excellence Awards conducted by BW Healthcare World Awarded ‘Healthcare Award 2021’ in the category of outstanding research in healthcare: COVID 19- 2021 National at the Healthcare Awards conducted by the Economic Times. 2020 Awarded ‘Product of the Year Award’ for TrueNat by BioSpectrum Recognised as ‘Top 10 In-Vitro Diagnostic Technology Solution Providers – 2019’ by Medtech Outlook 2019 magazine Launch of key products or services, entry or exit in new geographies For details of launch of key products or services, entry in new geographies or exit from existing markets, capacity or facility creation and the location of plants see “– Major Events and Milestones of our Company” and “Our 216Business” on pages 216 and 186 respectively. Significant financial or strategic partners Our Company does not have any significant financial or strategic partners as on the date of this Draft Red Herring Prospectus. Time or cost overruns As on the date of this Draft Red Herring Prospectus, there have been no time or cost overruns pertaining to the setting up of projects by our Company since incorporation. Defaults or rescheduling/restructuring of borrowings with financial institutions/banks Except as disclosed below, as on the date of this Draft Red Herring Prospectus, our Company has not defaulted on repayment of any loan availed from any banks or financial institutions, nor has the tenure of repayment of any loan availed by our Company from banks or financial institutions been rescheduled or restructured. During Fiscals 2025, 2024 and 2023, our Company defaulted in the repayment of principal and interest in the following instances: S. Fiscal Name of Lender Details of Loan Amount Not Paid Period of Delay No. on Due Date (in ₹ million) 1. 2024 HDFC Bank Vehicle loan 0.03 15 days 2. 2023 HDFC Bank Vehicle loan 0.03 13 days 3. 2023 HDFC Bank Vehicle loan 0.03 11 days 4. 2023 HDFC Bank Vehicle loan 0.03 1 day Revaluation of assets Our Company has not revalued its assets in the 10 years preceding the date of this Draft Red Herring Prospectus. Our holding company As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company. Our Subsidiaries As on the date of this Draft Red Herring Prospectus, our Company has the following Subsidiaries: (i) Bigtec Private Limited; (ii) Bigtec Healthcare Private Limited; (iii) Deciphar Life Sciences Private Limited; (iv) Prognosys Medical Systems Private Limited; (v) Prognosys Healthcare (India) Private Limited; and (vi) Remfuel Bioenergy Private Limited. For further details with respect to our Subsidiaries, see “Our Subsidiaries and Associates” on page 222. Our associates As on the date of this Draft Red Herring Prospectus, our Company has two associates, namely Chayagraphics (India) Private Limited and OptraScan, Inc. For further details with respect to our Associate, see “Our Subsidiaries and Associates” on page 222. Our joint ventures As on the date of this Draft Red Herring Prospectus, our Company does not have any joint ventures. 217Details regarding material acquisition or divestment of business or undertakings, mergers, amalgamation, in the last 10 years Except as disclosed below, our Company has not made any material acquisitions or divestments of business or undertakings, and has not undertaken any merger or amalgamation in the last 10 years: Scheme of amalgamation of Bigtec Innovations Private Limited (“Transferor Company”) with our Company (“Scheme of Amalgamation”) The High Court of Karnataka at Bengaluru and the High Court of Bombay at Goa pursuant to their orders each dated September 16, 2016 and September 28, 2016, respectively, approved the Scheme of Amalgamation filed under Sections 391 to 394 of the Companies Act, 1956, which was made effective from September 28, 2016, with an appointed date of April 1, 2015, for amalgamation of the Transferor Company with our Company. The rationale of the Scheme of Amalgamation was (a) to maximise the overall shareholder value; (b) contribution to financial and operational growth; (c) eliminating process and cost duplication leading to increased efficiencies; (d) to facilitate smooth integration by sharing common and complimentary management strategies, objectives and corporate values; (e) provide optimal utilization of resources and increase profitability for shareholders; and (f) improved organizational capability. Pursuant to the Scheme of Amalgamation, the respective business activities and operations, including all properties and assets (whether movable or immovable, tangible or intangible), rights and benefits of all agreements, all other interests, rights and powers of every kind, nature and description, encumbrances over assets, legal proceedings and employees of the Transferor Company were transferred to our Company. As per the valuation report dated December 8, 2015, issued by MSSV & Co., Chartered Accountants, the share swap ratio pursuant to the Scheme of Amalgamation was 1 equity share of our Company for 801 equity shares of the Transferor Company as on March 31, 2015. As a consideration for the aforementioned transfer, our Company allotted and undertook the following: (i) One fully paid-up equity share of ₹ 10 each for every 801 equity shares of ₹ 10 each held in the Transferor Company; and (ii) Cancellation of 10,079 equity shares of ₹ 10 held by the Transferor Company in our Company in the books of our Company Acquisition of Prognosys Medical Systems Private Limited (“Prognosys Medical”) Our Company entered into the share purchase cum share subscription agreement dated January 13, 2023 (the “SPSSA”), with Somerset Indus Healthcare Fund I Limited, M/s Lotus Management Solutions, Purushottam Financiers LLP (formerly known as Purushottam Financiers Private Limited), Sunil Monga (collectively, the “Sellers”), Chayagraphics (India) Private Limited and V Krishna Prasad and Prognosys Medical, with effect from January 13, 2023. Pursuant to the terms of the SPSSA, our Company acquired (i) 1,514,872 cumulative compulsorily convertible preference shares for a consideration of approximately ₹ 2,46.11 million; and (ii) 890,103 class A equity shares of ₹ 10 each of Prognosys Medical from the Sellers, constituting 40.36% of the equity shareholding of Prognosys Medical. Upon conversion of 1,514,872 cumulative compulsorily convertible preference shares into class A equity shares, our Company will hold 1,925,205 equity shares of Prognosys Medical, constituting 59.41% of the fully diluted equity shareholding of Prognosys Medical. Additionally, Chayagraphics (India) Private Limited, an associate of our Company holds 888,600 class A equity shares of ₹ 10 each in Prognosys Medical, constituting 40.29% of the total issued and paid up equity shares of Prognosys Medical, which upon conversion of cumulative compulsorily convertible preference shares into class A equity shares will be 27.42% of the fully diluted equity shareholding of Prognosys Medical. Consequently, our Company’s total shareholding, both directly and indirectly through Chayagraphics (India) Private Limited constitutes to 65.47% of the fully diluted equity shareholding of Prognosys Medical. As per the valuation report dated February 10, 2023, issued by Expert Global Consultants Private Limited, the fair value of the shares of Prognosys Medical was determined to be ₹ 162.46 per equity share. Our Company paid (i) consideration of approximately ₹ 246.11 million for the subscription of CCPSs of Prognosys Medical, and (ii) an aggregate of ₹ 144.61 million to the Sellers as consideration. Currently, Prognosys Medical is a Subsidiary of our Company. 218Subsequently, our Company entered into a shareholders agreement dated January 13, 2023 with the Sellers to record the terms and conditions in its capacity as the shareholders of PMSPL. At the time of this acquisition, none of our Directors or Promoters had any relationship with Prognosys Medical, or with the Sellers, except for Sriram Natarajan, our Promoter and Executive Director, who (i) was a director of the board of Prognosys Medical and (ii) had extended a loan to Prognosys Medical. Investment in Optrascan, INC Our Company entered into a stock purchase agreement dated October 24, 2024 (the “SPA”) with Abhijeet Gholap, Gauri Gholap, Optra Ventures, LLC and Optrascan, INC (“Optrascan”), a company registered under the laws of the State of California in the United States of America, for the acquisition of 17,870,367 series B preferred stock of Optrascan, constituting 60% of the paid-up equity share capital of Optrascan, for a total consideration of $ 30,000,000 (amounting to ₹ 2,521,443,000 at an exchange rate of ₹ 84.05 as on the date of the SPA). As per the valuation report dated October 23, 2024, issued by Batlivala & Karani Securities India Private Limited, the fair value of equity shares of Optrascan is $ 1.85 per share as on August 20, 2024. On November 5, 2024, our Company made a first tranche investment for 2,918,827 series B preferred stock of Optrascan for a consideration of 4,900,000 (amounting to ₹ 415,520,000 at an exchange rate of 84.80 as on October 30, 2024) constituting 19.68% of the paid-up equity share capital of Opstrascan. Further, subject to the fulfilment of certain conditions, by October 30, 2025, our Company will acquire the remaining 14,951,540 series B preferred stock of Optrascan for a consideration of $ 25,100,000. Accordingly, as on the date of this Draft Red Herring Prospectus, our Company holds 19.68% of the paid-up equity share capital of Optrascan. At the time of entering into the SPA, none of our Directors or Promoters had any relationship with Optrascan Inc. Lock-out and strikes There have been no lock-outs or strikes at any time at the offices of our Company. Injunction or restraining order Our Company is not operating under any injunction or restraining order. Shareholders’ agreements Details of subsisting shareholder’s agreements among our shareholders vis-a-vis our Company, which our Company is aware of, as on the date of this Draft Red Herring Prospectus, are provided below: Restated shareholders’ agreement dated August 16, 2022 entered into by and among our Company, Exxora Trading LLP, Sriram Natarajan, Shiva Sriram, Dr. Chandrasekhar Bhaskaran Nair (collectively, “Promoter Group Members”), Bigtec, Nileshwar Damodar Prabhu, J Guru Dutt, M.A. Usha Rani, M.A. Rohit, M.A. Sharath, Gopalakrishna Sampathgiri, Gopalkrishna Mangalore Kini (collectively, “Bigtec Founders”) India Business Excellence Fund III and V Sciences Investments Pte. Ltd. (collectively, the “Investors”), read with the SHA Deeds of Adherence, and as amended pursuant to the amendment agreement dated December 30, 2022 (collectively the “Shareholders’ Agreement”), as amended by the amendment agreement dated August 22, 2025 (“Amendment Agreement”) Our Company has entered into the Shareholders’ Agreement inter-alia recording their rights and obligations in relation to the operation and management of our Company and other matters thereto. Certain rights that the parties are entitled to under the Shareholders’ Agreement inter alia include (i) right of the Investors to nominate one director each to the board of our Company and Bigtec based on minimum shareholding thresholds set out therein; and (ii) rights in relation to restrictions on transfer of Equity Shares, including right of first refusal, tag-along rights, anti-dilution rights. In view of the Offer, the Parties have entered into the Amendment Agreement and have amended certain provisions of the Shareholders’ Agreement and provided their consents on certain matters in relation to the Offer. The Shareholders’ Agreement shall automatically terminate in respect to each Party, in its entirety, on the date of 219listing of the Equity Shares pursuant to the Offer, subject to the survival of certain provisions related to confidentiality, representations and warranties, miscellaneous and dispute resolution. By way of the Amendment Agreement, the parties have agreed to waive certain terms of the Shareholders’ Agreement, including, amongst others, right of first refusal, tag along right, anti-dilution rights, as well as amend other terms, in relation to the Offer. In terms of the Amendment Agreement, the Shareholders’ Agreement (a) may automatically terminate in its entirety, upon receipt of final listing and trading approvals from the Stock Exchanges for commencement of trading of the Equity Shares in the Offer without any further act or deed required on the part of any Party; (b) may be terminated by mutual consent of the Parties in writing; or (c) shall terminate against a Party upon such Party ceasing to hold any Securities of the Company. However, notwithstanding anything to the contrary contained in the Amendment Agreement, after the listing of the Equity Shares pursuant to the Offer, subject to applicable law, including the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the ‘key shareholder group’ (as defined in the Shareholders’ Agreement) shall, on a best efforts basis, cause the Company and the Company shall undertake all acts necessary to facilitate this, including that the Company shall include necessary resolutions in the agenda for the first general meeting, to be held post consummation of the IPO, to provide a right to nominate up to 1 (one) director on the Board to each of the Investors until such time that such respective Investor holds at least 8% of the share capital and amend the Articles of Association of our Company to incorporate the aforesaid right, it being clarified that any such rights shall be subject to receipt of approval by way of a special resolution of the shareholders of our Company, as required under applicable law. The Amendment Agreement shall continue in full force and effect, without any further action or deed required on the part of any Party, until the earliest of any of the following events: (a) by the mutual written agreement of all the Parties; or (b) with regard to any shareholder who is party to the Amendment Agreement, upon such shareholder, either directly or together with their respective affiliates, ceasing to hold any Equity Shares in our Company; or (c) in the event the consummation of the Offer of the Equity Shares on the Stock Exchanges is not completed on or prior to October 1, 2026, unless such date is extended by Parties by mutual agreement; or (d) if our Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, decide not to undertake the proposed Offer; or (e) where the Offer is abandoned, withdrawn or is unsuccessful due to any reason. Agreements with Key Managerial Personnel, Senior Management, Director, Promoters or any other employee Neither our Promoters, nor any of the Key Managerial Personnel, Senior Management, Directors or employees of our Company have entered into an agreement, either by themselves or on behalf of any other person, with any Shareholder or any other third party with regard to compensation or profit sharing in connection with the dealings of the securities of our Company. Details of guarantees given to third parties by our Promoters who are participating in the Offer for Sale The Promoters who are participating in the Offer for Sale, namely Dr. Chandrasekhar Bhaskaran Nair and Exxora LLP, have not given any guarantees to third parties that are outstanding as on the date of this Draft Red Herring Prospectus. Other material agreements Except as disclosed below, our Company has not entered into any subsisting material agreements and there are no other agreements / arrangements entered into by our Company or clauses / covenants applicable to our Company, which are material and 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, including with strategic partners, joint venture partners and/or financial partners, other than in the ordinary course of business: Agreement for license of intellectual property and technical collaboration entered between our Company and Bigtec Private Limited (“Bigtec”) Our Company has entered into an agreement for license of intellectual property and technical collaboration dated August 1, 2011 (“Agreement”) read with the addendum to the Agreement dated July 31, 2017 and as amended by the amendment agreements dated September 22, 2017, and January 21, 2020 (collectively, the “IP Agreement”) with Bigtec, pursuant to which Bigtec has granted our Company an unconditional, irrevocable, exclusive, transferable, royalty bearing, worldwide and unlimited right to use and exploit the intellectual property 220rights, including patents relating to micro-PCR technology for detection of diseases across a spectrum of diseases, which is continuously being upgraded by Bigtec. Pursuant to the IP Agreement, our Company is required to pay a security deposit of up to ₹ 2,000.00 million in regular intervals which shall be adjusted against 10% of our revenue from operations, payable every year as royalty to Bigtec, for a period of 15 years from the date of the agreement which may be extended in a manner as may be mutually determined by our Company and Bigtec. Except for the Shareholders’ Agreement detailed above, which provides nomination rights to certain of our Shareholders, there are no agreements entered into by our Shareholders, related parties, Directors, KMP, SMP, employees of the Company or Subsidiaries or Associates, amongst 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. Material clauses of the Articles Except as disclosed in the section titled “Main Provisions of the Articles of Association” on page 470, there are no material clauses of the Articles that have been left out from the disclosures in this Draft Red Herring Prospectus, having any bearing on the Offer. 221OUR SUBSIDIARIES AND ASSOCIATES Subsidiaries As on the date of this Draft Red Herring Prospectus, our Company has the following Subsidiaries: (i) Bigtec Private Limited; (ii) Bigtec Healthcare Private Limited; (iii) Deciphar Life Sciences Private Limited; (iv) Prognosys Medical Systems Private Limited; (v) Prognosys Healthcare (India) Private Limited; and (vi) Remfuel Bioenergy Private Limited. Associates As on the date of this Draft Red Herring Prospectus, our Company has the following Associates: (i) Chayagraphics (India) Private Limited; and (ii) OptraScan INC Joint Ventures As on the date of this Draft Red Herring Prospectus, our Company does not have any joint ventures. Unless stated otherwise, the details in relation to our Subsidiaries and Associates provided below are as on the date of this Draft Red Herring Prospectus. Details of our Subsidiaries 1. Bigtec Private Limited (“Bigtec”) Corporate Information Bigtec was incorporated as a public limited company on July 3, 1996, as Madhu Financial Services Limited under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Karnataka at Bangalore, and was issued a certificate of commencement of business dated July 12, 1996, from the Registrar of Companies, Karnataka at Bangalore. Subsequently, its name was changed to Bigtec Limited pursuant to a fresh certificate of incorporation dated June 28, 2000, issued by the Registrar of Companies, Karnataka at Bangalore. Pursuant to conversion from a public limited company into a private limited company, its name was subsequently changed to Bigtec Private Limited and a fresh certificate of incorporation dated November 22, 2000, was issued by the Registrar of Companies, Karnataka at Bangalore. It bears the corporate identification number U65192KA1996PTC020736. Its registered office is situated at 2nd Floor, Golden Heights 59th 'C' Cross, 4th 'M' Block, Rajajinagar, Bangalore 560 010, Karnataka, India. Nature of Business Bigtec is currently engaged in the business of designing and developing diagnostic platforms to address clinical needs gaps, which can be deployed in point-of-care resource-limited settings. Capital Structure The authorised share capital of Bigtec is ₹ 60,000,000 divided into 6,000,000 equity shares of ₹ 10 each. The issued, subscribed and paid-up equity share capital of Bigtec is ₹ 44,711,770 divided into 4,471,177 equity shares of ₹ 10 each. Shareholding Pattern The shareholding pattern of Bigtec as on the date of this Draft Red Herring Prospectus is as provided below: 222Number of equity Percentage of the issued and Name of the shareholder shares paid-up share capital (%) Molbio Diagnostics Limited 4,471,176 99.99 Gopalakrishna Mangalore Kini*(1) 1 Negligible Total 4,471,177 100.00 *Held as a nominee of Molbio Diagnostics Limited (1) Equity shares of face value ₹ 10 each jointly held by Gopalakrishna Mangalore Kini and Molbio Diagnostics Limited, Gopalakrishna Mangalore Kini being the first holder. Brief Financial Highlights The brief financial highlights of Bigtec for the last three financial years are as follows: (in ₹ million, unless otherwise specified) As at and for the Financial Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Revenue from operations 943.58 742.55 316.12 Profit/(loss) for the year 188.65 94.77 (113.72) Net Assets 498.72 313.00 218.10 Contribution to Company’s revenue 9.25 8.88 9.51 (in %) 2. Bigtec Healthcare Private Limited (“BHPL”) Corporate Information BHPL was incorporated as a private limited company on April 11, 2011, as Bigtec Healthcare Private Limited under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Karnataka at Bangalore. It bears the corporate identification number U85195KA2011PTC058084. Its registered office is situated at 2nd Floor, Golden Heights 59th 'C' Cross, 4th 'M' Block, Rajajinagar, Bangalore 560 010, Karnataka, India. Nature of Business BHPL is currently not engaged in any business. Capital Structure The authorised share capital of BHPL is ₹ 500,000 divided into 50,000 equity shares of ₹ 10 each. The issued, subscribed and paid-up equity share capital of BHPL is ₹ 100,000 divided into 10,000 equity shares of ₹ 10 each. Shareholding Pattern The shareholding pattern of BHPL as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and Name of the shareholder shares paid-up share capital (%) Molbio Diagnostics Limited 5,000 50.00 Bigtec Private Limited 5,000 50.00 Total 10,000 100.00 Brief Financial Highlights The brief financial highlights of BHPL for the last three financial years are as follows: (in ₹ million, unless otherwise specified) As at and for the Financial Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Revenue from operations - - - Profit/(loss) for the year 0.38 - (0.06) Net Assets 0.05 (0.33) (0.33) 223As at and for the Financial Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Contribution to Company’s revenue 0.00 0.00 0.00 (in %) 3. Deciphar Life Sciences Private Limited (“Deciphar”) Corporate Information Deciphar was incorporated as a private limited company on June 12, 2001, as Bigsoft Consulting Private Limited under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Karnataka at Bangalore. Subsequently, its name was changed to Deciphar Life Sciences Private Limited pursuant to a fresh certificate of incorporation dated April 10, 2008, issued by the Registrar of Companies, Karnataka at Bangalore. It bears the corporate identification number U74140KA2001PTC029114. Its registered office is situated at 2nd Floor, Golden Heights 59th 'C' Cross, 4th 'M' Block, Rajajinagar, Bangalore 560 010, Karnataka, India. Nature of Business Deciphar is currently not engaged in any business. Capital Structure The authorised share capital of Deciphar is ₹ 500,000 divided into 50,000 equity shares of ₹ 10 each. The issued, subscribed and paid-up equity share capital of Deciphar is ₹ 100,000 divided into 10,000 equity shares of ₹ 10 each. Shareholding Pattern The shareholding pattern of Deciphar as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and Name of the shareholder shares paid-up share capital (%) Molbio Diagnostics Limited 9,999 99.99 G.M Kini*(1) 1 Negligible Total 10,000 100.00 *Held as a nominee of Molbio Diagnostics Limited (1) Equity shares of face value ₹ 10 each jointly held by G.M Kini and Molbio Diagnostics Limited, G.M Kini being the first holder. Brief Financial Highlights The brief financial highlights of Deciphar for the last three financial years are as follows: (in ₹ million, unless otherwise specified) As at and for the Financial Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Revenue from operations - - - Profit/(loss) for the year 8.89 - (0.06) Net Assets 0.05 (8.84) (8.84) Contribution to Company’s revenue 0.00 0.00 0.00 (in %) 4. Prognosys Medical Systems Private Limited (“Prognosys Medical”) Corporate Information Prognosys Medical was incorporated as a private limited company on November 7, 2003, as Prognosys Medical Systems Private Limited under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Karnataka at Bangalore. It bears the corporate identification number U72900KA2003PTC032831. Its registered office is situated at No. 249, Ground Floor, Front Building 4th Main Road, Chamrajpet, Bangalore 560 018, Karnataka, India. 224Nature of Business Prognosys Medical is currently engaged in the business of manufacturing, selling and supplying radiology and fluoroscopy solutions for various applications in the medical and healthcare industry. Capital Structure The authorised share capital of Prognosys Medical is ₹ 41,500,000 divided into 2,550,000 class ‘A’ equity shares of ₹ 10 each, 1 class ‘B’ equity share of ₹ 10 and 1,600,000 cumulative compulsorily convertible preference shares of ₹ 10 each. The issued, subscribed and paid-up equity share capital of Prognosys Medical is ₹ 37,204,920 divided into 2,205,620 class ‘A’ equity shares of ₹ 10 each and 1,514,872 cumulative compulsorily convertible preference shares of ₹ 10 each. Shareholding Pattern The shareholding pattern of Prognosys Medical as on the date of this Draft Red Herring Prospectus is as provided below: Name of the Number of Percentage Number of Percentage Number of Percentage shareholder class ‘A’ of the cumulative of shares on of equity shares issued and compulsorily cumulative fully shareholdin paid-up convertible compulsorily diluted g on fully share preference convertible basis diluted basis capital (%) shares preference (%) shareholding (%) Molbio 890,103 40.36 1,514,872 100.00 1,925,205 59.41 Diagnostics Limited Chayagraphics 888,600 40.29 - - 888,600 27.42 (India) Private Limited Somerset Indus 193,484 8.77 - - 193,484 5.97 Healthcare Fund I Krishna Prasad. 130,216 5.90 - - 130,216 4.02 V Purushottam 103,217 4.68 - - 103,217 3.18 Financiers LLP Total 2,205,620 100.00 1,514,872 100.00 3,240,722 100.00 Brief Financial Highlights The brief financial highlights of Prognosys Medical for the last three financial years are as follows: (in ₹ million, unless otherwise specified) As at and for the Financial Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023* Revenue from operations 698.96 852.34 58.91 Profit/(loss) for the year (45.17) (224.49) (1.28) Net Assets (157.68) (111.43) 116.80 Contribution to Company’s 6.85 10.19 1.77 revenue (in %) *Represents financial data from the date of acquisition 5. Prognosys Healthcare (India) Private Limited (“Prognosys Healthcare”) Corporate Information Prognosys Healthcare was incorporated as a private limited company on February 27, 2015, as Prognosys Healthcare (India) Private Limited under the Companies Act, 2013, pursuant to a certificate of incorporation issued by the Registrar of Companies, Karnataka at Bangalore. It bears the corporate identification number 225U74900KA2015PTC079050. Its registered office is situated at No. 249, 1st Floor, Rear Building, 4th Main Road Chamarajpet, Bangalore 560 018, Karnataka, India. Nature of Business Prognosys Healthcare is currently engaged in the business of building software solutions in the digital health space. Capital Structure The authorised share capital of Prognosys Healthcare is ₹ 51,500,000 divided into 50,000 equity shares of ₹ 10 each and 51,000 compulsorily convertible preference shares of ₹ 1,000 each. The issued, subscribed and paid-up equity share capital of Prognosys Healthcare is ₹ 142,860 divided into 14,286 equity shares of ₹ 10 each. Shareholding Pattern The shareholding pattern of Prognosys Healthcare as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and Name of the shareholder shares paid-up share capital (%) Molbio Diagnostics Limited 7,791 54.54 Krishna Prasad V 4,458 31.20 Sunil Monga 714 5.00 Prahlad Ashok 471 3.30 Poonam Monga 380 2.66 Keshava M S 236 1.65 Vinay Mruthyunjaya 236 1.65 Total 14,286 100.00 Brief Financial Highlights The brief financial highlights of Prognosys Healthcare for the last three financial years are as follows: (in ₹ million, unless otherwise specified) As at and for the Financial Year ended Particulars March 31, 2025 March 31, 2024* March 31, 2023 Revenue from operations 40.10 20.96 NA Profit/(loss) for the year 1.60 (18.69) NA Net Assets (12.97) (14.57) NA Contribution to Company’s 0.39 (0.25) NA revenue (in %) *Represents financial data from the date of acquisition 6. Remfuel Bioenergy Private Limited (“Remfuel”) Corporate Information Remfuel was incorporated as a private limited company on November 25, 2008, as Remfuel Bioenergy Private Limited under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Karnataka at Bangalore. It bears the corporate identification number U40102KA2008PTC048395. Its registered office is situated at 2nd Floor, Golden Heights 59th 'C' Cross, 4th 'M' Block, Rajajinagar, Bangalore 560 010, Karnataka, India. Nature of Business Remfuel is currently not engaged in any business. Capital Structure 226The authorised share capital of Remfuel is ₹ 1,000,000 divided into 100,000 equity shares of ₹ 10 each. The issued, subscribed and paid-up equity share capital of Remfuel is ₹ 100,000 divided into 10,000 equity shares of ₹ 10 each. Shareholding Pattern The shareholding pattern of Remfuel as on the date of this Draft Red Herring Prospectus is as provided below: Number of equity Percentage of the issued and Name of the shareholder shares paid-up share capital (%) Molbio Diagnostics Limited 9,999 99.99 Dr. Chandrasekhar Bhaskaran Nair*(1) 1 Negligible Total 10,000 100.00 *Held as a nominee of Molbio Diagnostics Limited (1) Equity shares of face value ₹ 10 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Molbio Diagnostics Limited, Dr. Chandrasekhar Bhaskaran Nair being the first holder. Brief Financial Highlights The brief financial highlights of Remfuel for the last three financial years are as follows: (in ₹ million, unless otherwise specified) As at and for the Financial Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Revenue from operations - - - Profit/(loss) for the year 0.68 - (0.06) Net Assets 0.02 (0.66) (0.66) Contribution to Company’s 0.00 0.00 0.00 revenue (in %) Accumulated profits or losses There are no accumulated profits or losses of any of our Subsidiaries that have not been accounted for by our Company in the Restated Financial Information as per applicable accounting standards. Business interest in our Company Other than as disclosed in “Other Financial Information – Related Party Transactions” our Subsidiaries or Associates have no business interests in our Company. Common Pursuits None of our Subsidiaries or Associates are engaged in a business similar to the business of our Company. Confirmations None of our Subsidiaries are listed on any stock exchange in India or abroad. Further, none of the securities of our Subsidiaries have been refused listing by any stock exchange in India or abroad in the last 10 years, nor have any of our Subsidiaries failed to meet the listing requirements of any stock exchange in India or abroad. 227OUR MANAGEMENT Board of Directors The Articles of Association require that our Board shall comprise of not less than three Directors and not more than 15 Directors, provided that our Shareholders may appoint more than 15 Directors after passing a special resolution in a general meeting. As on the date of filing this Draft Red Herring Prospectus, we have six Directors on our Board, of whom three are Independent Directors and two are woman Directors, including one woman Independent Director. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof. The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus: Name, designation, date of birth, age, address, occupation, Other directorships current term, period of directorship and DIN Sriram Natarajan Indian Companies: Designation: Executive Director and Chief Executive Officer 1. Bigtec Private Limited 2. Chayagraphics Healthcare Private Limited Date of birth: April 16, 1959 3. Chayagraphics (India) Private Limited 4. Coreintegra Consulting Services Limited Age: 66 years 5. Coreintegra Global Services Private Limited 6. Eko India Financial Services Private Limited Address: 13, Sagar Society, Dona Paula, Nio Dona Paula, Tiswadi, 7. Enesar Consulting Private Limited North Goa 403 004, Goa, India 8. Eureka Outsourcing Solutions Private Limited Occupation: Business 9. Indalia Medical Devices Private Limited 10. Indian Laboratory Research Foundation Current term: With effect from August 11, 2025, liable to retire by 11. Inventrom Private Limited rotation 12. Kallows Engineering India Private Limited 13. Prognosys Healthcare (India) Private Period of directorship: Director since incorporation* Limited 14. Prognosys Medical Systems Private Limited DIN: 00013843 15. Scalene Energy - Water Corporation Limited 16. Scalene Livprotec Private Limited 17. Tarnea Technology Solutions Private Limited Foreign Companies: 1. OptraScan Inc. Dr. Chandrasekhar Bhaskaran Nair Indian Companies: Designation: Executive Director and Chief Technology Officer 1. Bigtec Healthcare Private Limited 2. Bigtec Private Limited Date of birth: May 11, 1968 3. Deciphar Life Sciences Private Limited 4. Prognosys Healthcare (India) Private Age: 57 years Limited 5. Prognosys Medical Systems Private Limited Address: 1802-A, Salarpuria Sattva Luxuria, 8th Main Opposite 6. Remfuel Bioenergy Private Limited Yeshwantpur Police Station, Malleshwaram VTC Malleswaram Bangalore, 560 003, Karnataka, India Foreign Companies: Occupation: Business Nil Current term: With effect from August 1, 2011, liable to retire by rotation Period of directorship: Director since August 1, 2011 DIN: 01787875 228Name, designation, date of birth, age, address, occupation, Other directorships current term, period of directorship and DIN Sangeetha Sriram Indian Companies: Designation: Executive Director and Director Operations 1. Bigtec Healthcare Private Limited; 2. Bigtec Private Limited Date of birth: June 19, 1960 3. Coreintegra Consulting Services Limited 4. Deciphar Life Sciences Private Limited Age: 65 years 5. Enesar Consulting Private Limited; 6. Eureka Outsourcing Solutions Private Address: 13, Sagar Society, Dona Paula, Nio Dona Paula, North Limited Goa 403 004, Goa, India 7. Remfuel Bioenergy Private Limited Occupation: Business Foreign Companies: Current term: With effect from June 19, 2020, liable to retire by Nil rotation Period of directorship: Director since June 19, 2020 DIN: 02103165 Dr. Arun Kumar Jha Indian Companies: Designation: Independent Director Nil Date of birth: January 2, 1962 Foreign Companies: Age: 63 years Nil Address: Quarter No 22, Type – 5, Netaji Subhash Institute of Technology, Sector – 3, Dwarka, South West Delhi, Delhi 110 078, India Occupation: Business Current term: From November 16, 2024 for a period of five years Period of directorship: Director since November 16, 2024 DIN: 01235238 Dr. Balram Bhargava Indian Companies: Designation: Independent Director 1. Cipla Limited Date of birth: July 21, 1961 Foreign Companies: Age: 64 years Nil Address: 682 Kamaljit Sandhu Block, Asian Games Village Complex, New Delhi, South Ext-II, PO: Andrewsganj, South Delhi, Delhi 110 049, India Occupation: Business Current term: From November 16, 2024 for a period of five years Period of directorship: Director since November 16, 2024 DIN: 10479707 229Name, designation, date of birth, age, address, occupation, Other directorships current term, period of directorship and DIN Nupur Garg Indian Companies: Designation: Independent Director 1. Avyana Business Ventures Private Limited; 2. EAAA Real Assets Managers Limited Date of birth: August 9, 1974 3. Kids Clinic India Limited 4. Winpe Development Forum; Age: 50 years 5. Winpe Development Private Limited Address: Flat No. 115, Siddhartha Enclave Jungpura S.O., South Delhi, Delhi 110 014, India Foreign Companies: Occupation: Business Nil Current term: Since January 31, 2025 Period of directorship: Since January 31, 2025 DIN: 03414074 * Sriram Natarajan had resigned from the Board on March 4, 2011 and was subsequently appointed again on March 19, 2011. Brief profiles of our Directors Sriram Natarajan is an Executive Director and is our Chief Executive Officer. In our Company, he is responsible for overseeing business management and overall strategy. He holds a bachelor’s degree in science (botany) from University of Delhi, Delhi, a master’s degree in science (plant physiology) from Tamil Nadu Agricultural University, Coimbatore, and a master of philosophy degree in botany from University of Delhi, Delhi. He has 35 years of experience in the developing, manufacturing and marketing of diagnostic devices and kits, in domestic and international markets, to both private and public sector enterprises. He was one of the founders of Tulip Diagnostics Private Limited where he previously served as a director on the board. He has been awarded the ‘Healthcare Award 2021’ by the Economic Times for outstanding research in healthcare – Covid 19 (along with Dr. Chandrasekhar Bhaskaran Nair), and the ‘Tech Leader 2023’ award by Future Ready Tech Events. He was named as one of ‘India’s Top 200 Self-Made Entrepreneurs of the Millennia, 2024’ by IDFC First Bank. Dr. Chandrasekhar Bhaskaran Nair is an Executive Director and is our chief technology officer. In our Company, he is responsible for overseeing research and development. He holds a bachelor’s degree in engineering (chemistry) from Birla Institute of Technology and Science, Pilani, Rajasthan, a master’s degree in engineering (chemistry) from Birla Institute of Technology and Science, Pilani, Rajasthan and a doctor of philosophy degree from the School of Bio Sciences and Technology, at VIT University, Vellore, Tamil Nadu. He has 33 years of experience in translational research and development, leading multidisciplinary teams to develop various products. He has previously served as the head, engineering and computer sciences with Vittal Mallya Scientific Research Foundation. He has been awarded the Infosys Prize 2021, in engineering and computer science by the Infosys Science Foundation, and the ‘Healthcare Award 2021’ by the Economic Times for outstanding research in healthcare – Covid 19 (along with Sriram Natarajan). Sangeetha Sriram is an Executive Director and is our director operations. In our Company, she is responsible for overseeing operations and administration. She holds a bachelor’s degree in science from Sri Venkateswara University, Tirupati, Andhra Pradesh and a master’s degree in science (botany) from University of Delhi, Delhi. She has five years of experience in the diagnostics sector. Dr. Arun Kumar Jha is an Independent Director on the Board of our Company. He holds a bachelor’s degree in arts (economics) from University of Delhi, Delhi, bachelor’s degree in law from University of Delhi, Delhi, a master’s degree in arts (economics) from Himachal Pradesh University, a master’s degree in science (finance) from University of Strathclyde and a doctor of philosophy (economics) degree from Arunachal University of Studies, Arunachal Pradesh. He is a retired officer of the Indian Economic Service with 36 years of experience in the public sector. He has previously served as the principal adviser in the department of agriculture and farmers welfare, Ministry of Agriculture and Farmers Welfare, as a consultant with John Snow India Private Limited. He is also currently holding the post of the chancellor of National Institute of Advance Manufacturing Technology (NIAMT). Ranchi, Jharkhand. Dr. Balram Bhargava is an Independent Director on the Board of our Company. He holds a bachelor’s degree 230in medicine and surgery from University of Lucknow, Lucknow, a doctor of medicine degree from University of Lucknow, Lucknow, and a doctor of medicine (cardiology) degree from University of Lucknow, Lucknow. He has previously served as the professor of cardiology at the All-India Institute of Medical Sciences, New Delhi, and the director general of Indian Council of Medical Research, and secretary department of health research, Ministry of Health and Family Welfare. He serves as a director on the board of Cipla Limited. Nupur Garg is an Independent Director on the Board of our Company. She holds a master’s degree in business administration from Massachusetts Institute of Technology, Cambridge, Massachusetts, United States of America. She has also completed a course on private equity and venture capital from the Harvard Business School, Boston, Massachusetts, United States of America. She is an associate member of the Institute of the Chartered Accountants of India. She has experience in the field of finance and private equity. She serves as an independent director on the board of Kids Clinic India Limited, EAAA Real Assets Managers Limited. She also serves as an advisor to Triple Jump B.V. She was an independent member of the investment committee of NIIF Fund of Funds -1 managed by the National Investment and Infrastructure Fund Limited and has previously worked with International Finance Corporation and Discovery Communications India. She has been awarded the ‘Business Excellence and Innovative Best Practices – Academia Award 2019’ by New Delhi Institute of Management. She was also listed in BW’s ‘VC World Most Influential Women, 2022’, VCWorld’s ‘Most Influential Women 2023’, VCWorld’s ‘Most Influential Women 2024’, Forbes W-Power list of ‘Self Made Women 2020’, Association of International Wealth Management of India’s list of ‘India’s Top 100 Women in Finance 2019’ and Private Equity International’s list of Women of Influence in Private Markets in 2024. Details of directorship in companies suspended or delisted None of our Directors is or was a director of any listed company, whose shares have been or were suspended from being traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus, during the term of their directorship in such company. Further, none of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock exchange during the term of their directorship in such company. Relationships between our Directors Except for Sriram Natarajan and Sangeetha Sriram being husband and wife, none of our Directors are related to each other. Arrangement or understanding with major Shareholders, customers, suppliers or others None of our Directors have been appointed on our Board pursuant to any arrangement with our major shareholders, customers, suppliers or others. Service contracts with Directors Other than in respect of statutory benefits upon termination of their employment in our Company or retirement, our Company has not entered into any service contracts with our Directors which provide for benefits upon the termination of their employment. Borrowing powers In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant to a resolution of our Shareholders dated August 20, 2025, our Board is authorised to borrow an amount not exceeding ₹ 8,000.00 million, together with the money already borrowed by our Company and the monies to be borrowed (apart from the temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business), which may exceed, at any time, the aggregate of the paid-up share capital, free reserves and securities premium. Terms of appointment of our Directors a) Terms of employment of our Executive Directors Sriram Natarajan, Executive Director and Chief Executive Officer 231Sriram Natarajan was appointed as the Executive Director of our Company pursuant to the resolution passed by our Board on March 19, 2011 and our Shareholders on July 30, 2011, and is liable to retire by rotation. Our Company appointed him as Chief Executive Officer on July 10, 2023. He receives remuneration from our Company in accordance with the Board resolution dated July 5, 2024, the letter dated August 30, 2024 from our Company and the employment agreement dated January 22, 2020, entered into by our Company with him. The details of the remuneration that Sriram Natarajan is entitled to with effect from April 1, 2024 are enumerated below: • Gross salary of ₹ 24.42 million per annum • Company’s provident fund contribution of ₹ 1.56 million per annum • Bonus / ex gratia of ₹ 0.02 million per annum Dr. Chandrasekhar Bhaskaran Nair, Executive Director and Chief Technology Officer Dr. Chandrasekhar Bhaskaran Nair was appointed as the Executive Director of our Company pursuant to the resolution passed by our Board on August 1, 2011 and our Shareholders on September 29, 2012 and is liable to retire by rotation. He entered into an employment agreement with our Company dated January 20, 2020, that sets out the terms of his employment – however, he receives no remuneration from our Company pursuant to this agreement. He receives remuneration from our Subsidiary, Bigtec Private Limited in accordance with the board resolution passed by Bigtec Private Limited dated July 22, 2024, the letter dated July 22, 2024, from Bigtec Private Limited and the employment agreement dated January 22, 2020, entered into by Bigtec Private Limited with him. The details of the remuneration that Dr. Chandrasekhar Bhaskaran Nair is entitled to from Bigtec Private Limited, with effect from April 1, 2024 are enumerated below: • Gross salary of ₹ 23.98 million per annum • Annual bonus of ₹ 2.00 million per annum • Company’s provident fund contribution of ₹ 0.02 million per annum For further details, see “- Remuneration paid or payable to our Directors by our Subsidiaries or our Associates” on page 233. Sangeetha Sriram, Executive Director and Director of Operations Sangeetha Sriram was appointed as the Executive Director of our Company pursuant to the resolution passed by our Board on June 19, 2020, and our Shareholders on December 30, 2020, and is liable to retire by rotation. She receives remuneration from our Company in accordance with the Board resolution dated July 5, 2024 and the letter dated August 30, 2024 from our Company. The details of the remuneration that Sangeetha Sriram is entitled to are enumerated below: • Gross salary of ₹ 14.38 million per annum • Bonus / ex gratia of ₹ 0.02 million per annum b) Sitting fees and commission to Independent Directors Pursuant to a resolution of our Board dated March 28, 2025, our Independent Directors are entitled to receive sitting fees of ₹ 0.05 million and ₹ 0.03 million for attending each meeting of our Board and the committees constituted of the Board respectively, with such sitting fees together with any commission that may be paid to the extent permitted under the Companies Act and the SEBI Listing Regulations being subject to a maximum limit of ₹ 1.50 million. Except as disclosed above, our Company has not entered into any contract appointing or fixing the remuneration of a Director, Whole-time Director, or manager in the two years preceding the date of this Draft Red Herring Prospectus. Payments or benefits to our Directors a) Executive Directors The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and 232perquisites, professional fee, consultancy fee, if any) paid to our Executive Directors for Fiscal 2025: Remuneration for Fiscal S. No. Name of the Executive Director 2025 (in ₹ million) 1. Sriram Natarajan 24.42 2. Dr. Chandrasekhar Bhaskaran Nair Nil 3. Sangeetha Sriram 14.38 b) Non-executive Directors The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and perquisites, professional fee, consultancy fee, if any) paid to our Independent Directors for Fiscal 2025: Remuneration for Fiscal S. No. Name of the Executive Director 2025 (in ₹ million) 1. Dr. Arun Kumar Jha 0.63 2. Dr. Balram Bhargava 0.63 3. Nupur Garg 0.25 Remuneration paid or payable to our Directors by our Subsidiaries or Associates: Except as disclosed below, no remuneration has been paid to our Directors by any of our Subsidiaries or our Associates, in Fiscal 2025: Total remuneration (in ₹ S. No. Name of Director Name of Subsidiary / Associate million) 1. Dr. Chandrasekhar Bhaskaran Bigtec Private Limited 25.98 Nair Contingent and deferred compensation payable to the Directors As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to the Directors, which does not form part of their remuneration. Bonus or profit-sharing plan for our Directors Except as set out in “– Terms of appointment of our Directors” on page 231, our Company does not have any bonus or a profit-sharing plan in which our Directors have participated. Shareholding of Directors in our Company Our Articles of Association do not require our Directors to hold qualification shares. The table below sets forth details of Equity Shares held by the Directors as on date of this Draft Red Herring Prospectus: Number of Equity Percentage of the pre- Percentage of the post- Name Shares of face value of ₹ Offer paid up share Offer paid up share 1 each capital (%) capital (%)* Dr. Chandrasekhar Bhaskaran Nair^ 6,109,850 5.42% [●] * Subject to finalisation of Basis of Allotment. ^ Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder. Note: Our Directors, Sriram Natarajan and Sangeetha Sriram, are designated partners of our Promoter, Exxora Trading LLP, which holds Equity Shares in our Company. Interest of Directors All our Directors may be deemed to be interested to the extent of sitting fees and commission, if any, payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration, commission and reimbursement of expenses, if any, payable to them by our Company. For further details, see “Other Financial Information – Related Party Transactions” on page 359. 233Our Directors may also be regarded as interested to the extent of the Equity Shares held by them, their relatives or by the entities in which they are associated as partners and to the extent of any dividend payable to them and other distributions in respect of these Equity Shares. For further details regarding the shareholding of our Directors, see “– Shareholding of Directors in our Company” on page 233. Certain of 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 in the ordinary course of business. Further, Sriram Natarajan, Sangeetha Sriram and Dr. Chandrasekhar Bhaskaran Nair are directors on the board of directors of certain of our Subsidiaries and Sriram Natarajan is a director on the board of our Associate. Dr. Chandrasekhar Bhaskaran Nair in consideration for his services to our Subsidiary Bigtec Private Limited, is paid remuneration in accordance with the employment agreement dated January 22, 2020, entered into by Bigtec Private Limited with him. Further, our Directors are also directors on the boards, or are shareholders, members or partners, of entities with which our Company has had related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to these entities. For further details, see “Other Financial Information - Related Party Transactions” on page 359. Further, our Director, Sriram Natarajan has provided a loan to our Subsidiary Prognosys Healthcare (India) Private Limited and may be deemed to be interested to the extent of the payments made by Prognosys Healthcare (India) Private Limited in this regard. For further details, see “Other Financial Information - Related Party Transactions” on page 359. Except to the extent of any proceeds received pursuant to the sale of the Offered Shares proposed to be sold in the Offer by Dr. Chandrasekhar Bhaskaran Nair and Exxora Trading LLP (in which our Directors, Sriram Natarajan and Sangeetha Sriram are designated partners), there is no material existing or anticipated transaction whereby Directors will receive any portion of the proceeds from the Offer. Interest in promotion of our Company As on the date of this Draft Red Herring Prospectus, except for Sriram Natarajan, Dr. Chandrasekhar Bhaskaran Nair and Sangeetha Sriram, who are the Promoters of our Company none of our other Directors are interested in the promotion of our Company. For further details, see “Our Promoters and Promoter Group” on page 251. Interest in land and property Our Directors do not have any interest in any property acquired or proposed to be acquired by our Company. Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery. Loans to Directors As on the date of this Draft Red Herring Prospectus, no loans have been availed by our Directors from our Company. Other confirmations No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce such Director to become or to help such Director qualify as a Director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company. Changes to our Board in the last three years Except as mentioned below, there have been no changes in our Directors in the last three years: 234Date of appointment / Name change in designation / Reason cessation Ved Prakash Kalanoria August 10, 2025 Resignation as non-executive nominee director (nominee of V Sciences Investments Pte. Ltd.) Rohit Brijmohan Mantri August 13, 2025 Resignation as non-executive nominee director (nominee of India Business Excellence Fund III) Rohit Ashok Kumar Mullangi August 13, 2025 Resignation as non-executive director (nominee of the Bigtec Founders, as set out in the Shareholders’ Agreement) Nupur Garg January 31, 2025 Appointment as an additional Independent Director Dr. Arun Kumar Jha November 16, 2024 Appointment as an Independent Director Dr. Balram Bhargava November 16, 2024 Appointment as an Independent Director Ved Prakash Kalanoria December 30, 2023 Appointment as a non-executive nominee director (nominee of V Sciences Investments Pte. Ltd.) Rohit Ashok Kumar Mullangi August 14, 2022 Appointment as additional non-executive director Note: This table does not include details of regularisations of additional Directors. Corporate governance The provisions of 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 requirements for corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those pertaining to the constitution of the Board and committees thereof. As on the date of filing this Draft Red Herring Prospectus, we have six Directors on our Board, consisting of three Executive Directors (including one woman Executive Director), and three Independent Directors (including one woman Independent Director). 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 committees of our Board: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders’ Relationship Committee (d) Corporate Social Responsibility Committee (e) Risk Management Committee For purposes of the Offer, our Board has also constituted an IPO Committee. (a) Audit Committee The Audit Committee was constituted by our Board through its resolution dated January 31, 2025. It is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The current constitution of the Audit committee is as follows: The members of the Audit Committee are: Name of Director Designation Position in the Committee Nupur Garg Independent Director Chairperson Dr. Arun Kumar Jha Independent Director Member Sriram Natarajan Executive Director & CEO Member The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows: 235The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) from time to time, the following: Powers and Roles of Audit Committee (i) The Audit Committee shall have powers, which should include the following: (a) To investigate any activity within its terms of reference; (b) 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 to seek their advice, whenever required; and (e) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations. (ii) The role of the Audit Committee shall include the following: (a) Oversight of 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 for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor, of the Company and the fixation of audit fee; (c) Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company; (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: • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of section 134(3) of the Companies Act, 2013; • Changes, if any, in accounting policies and practices and reasons for the same; • Major accounting entries involving estimates based on the exercise of judgment by the management of the Company; • Significant adjustments made in the financial statements arising out of audit findings; • Compliance with listing and other legal requirements relating to financial statements; • Disclosure of any related party transactions; and • Qualifications / 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 utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use / application of the funds raised through the proposed initial public offer by the Company and related matters; (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; 236(i) Approval or any subsequent material modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company or its subsidiary(ies) subject to such conditions as may be prescribed under the SEBI Listing Regulations. Provided that only those members of the committee, who are independent directors, shall approve related party transactions; Explanation: The term "related party transactions" shall have the same meaning as provided in Regulation 2(1)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act. (j) Review, at least on a quarterly basis, the details of related party transactions entered into by the Company or its subsidiary(ies) pursuant to each of the omnibus approvals given; (k) Scrutiny of inter-corporate loans and investments; (l) Undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary; (m) Evaluation of internal financial controls and risk management systems; (n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; (o) Reviewing compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, 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; (p) approving the key performance indicators for disclosure in its offering documents; (q) 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; (r) Discussion with internal auditors of any significant findings and follow up there on; (s) 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; (t) 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; (u) Looking 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; (v) Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services; (w) Reviewing the functioning of the whistle blower mechanism; (x) Approval of the appointment of the Chief Financial Officer of the Company (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; (y) To formulate, review and make recommendations to the Board to amend the Audit Committee charter from time to time; (z) Overseeing a vigil mechanism established by the Company, providing for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also 237provide for direct access to the Chairperson of the Audit Committee for directors and employees to report their genuine concerns or grievances in appropriate and exception cases; (aa) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; (bb) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and (cc) Carrying out any other functions and roles as required to be carried out by the Audit Committee as may be decided by the Board as per the Companies Act, the SEBI Listing Regulations, each as amended and 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. (dd) 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. (iii) The 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 of the Company; (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) Statement of deviations in terms of the SEBI Listing Regulations: • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of Regulation 32(1) of the SEBI Listing Regulations; and • annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice, certified by the statutory auditors of the Company, in terms of Regulation 32(7) of the SEBI Listing Regulations; and (f) Quarterly statement of variation for public issue, rights issue and preferential issue indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds and the actual utilisation of funds, before the submission to stock exchange(s); and (g) Such information as may be prescribed under the Companies Act and SEBI Listing Regulations. The Company Secretary of our Company shall serve as the secretary of the Audit Committee. The Audit Committee is required to meet at least four times in a financial year under Regulation 18(2)(a) of the SEBI Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors. (b) Nomination and Remuneration Committee The Nomination and Remuneration committee was constituted by our Board through its resolution dated January 31, 2025. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The current constitution of the Nomination and Remuneration committee is as follows: Name of Director Designation Position in the Committee Dr. Balram Bhargava Independent Director Chairperson 238Name of Director Designation Position in the Committee Dr. Arun Kumar Jha Independent Director Member Nupur Garg Independent Director Member The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as follows: The Nomination and Remuneration Committee shall be responsible for, among other things, the following: (i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; (ii) Formulation of criteria for evaluation of performance of independent directors and the Board; (iii) 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: (a) use the services of external agencies, if required; (b) consider candidates from a wide range of backgrounds, having due regard to diversity; and (c) consider the time commitments of the candidates. (iv) Devising a policy on Board diversity; (v) Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report; (vi) Analysing, monitoring and reviewing various human resource and compensation matters; (vii) 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; (viii)Recommending the remuneration, in whatever form, payable to the senior management personnel and other staff (as deemed necessary); (ix) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; (x) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; (xi) 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; (xii)Administering, monitoring and formulating the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the applicable laws (“ESOP Scheme”), including the following: (a) Determining the eligibility of employees to participate under the ESOP Scheme; (b) Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate; (c) Date of grant; (d) Determining the exercise price of the option under the ESOP Scheme; 239(e) The conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct; (f) 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; (g) The specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee; (h) 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; (i) 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; (j) The grant, vest and exercise of option in case of employees who are on long leave; (k) Allow exercise of unvested options on such terms and conditions as it may deem fit; (l) The procedure for funding the exercise of options; (m) Forfeiture/ cancellation of options granted; (n) Formulate the procedure for buy-back of specified securities issued under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if to be undertaken at any time by the Company, and the applicable terms and conditions, including: • permissible sources of financing for buy-back; • any minimum financial thresholds to be maintained by the Company as per its last financial statements; and • limits upon quantum of specified securities that the Company may buy-back in a financial year. (o) 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. (xiii) 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; (xiv) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: • the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; • the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as amended; and • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by the Company and its employees, as applicable; (xv) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee; (xvi) Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time 240(xvii) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations. The Nomination and Remuneration Committee is required to meet at least once in a financial year under Regulation 19(3A) of the SEBI Listing Regulations. The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members of the committee, whichever is greater, including at least one independent director. (c) Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted by our Board through its resolution dated January 31, 2025. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders’ Relationship Committee is as follows: Name of Director Designation Position in the Committee Dr. Arun Kumar Jha Independent Director Chairperson Nupur Garg Independent Director Member Sriram Natarajan Executive Director & CEO Member The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms of reference are as follows: The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by the under applicable law, the following: (i) 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, issue of new/duplicate certificates, non-receipt of declared dividends, non- receipt of annual reports, general meetings etc., and assisting with quarterly reporting of such complaints; (ii) reviewing of measures taken for effective exercise of voting rights by shareholders; (iii) investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; (iv) 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; (v) reviewing the 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; (vi) reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services; (vii) considering and specifically looking into various aspects of interest of shareholders, debenture holders or holders of any other securities; (viii) formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; (ix) to approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board from time to time; 241(x) to monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures and other securities of the Company; (xi) to further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s) or agent(s); (xii) carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or the SEBI Listing Regulations, or by any other regulatory authority; and (xiii) such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations The Stakeholders’ Relationship Committee is required to meet at least once in a financial year under Regulation 20(3A) of the SEBI Listing Regulations. (d) Corporate Social Responsibility Committee The Corporate Social Responsibility Committee was constituted by our Board through its resolution dated March 10, 2022 and was most recently reconstituted by our Board through its resolution dated January 31, 2025. The current constitution of the Corporate Social Responsibility Committee is as follows: Position in the Name of Director Designation Committee Sangeetha Sriram Executive Director Chairperson Dr. Balram Bhargava Independent Director Member Sriram Natarajan Executive Director & CEO Member Dr. Chandrasekhar Bhaskaran Nair Executive Director Member The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of the Companies Act, 2013. Its terms of reference are as follows: (i) 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, each as amended, and make any revisions therein as and when decided by the Board; (ii) To identify corporate social responsibility policy partners and corporate social responsibility policy programmes; (iii) To recommend the amount of expenditure to be incurred for the corporate social responsibility activities, being at least two-percent of the average net profits of the Company made during the three immediately preceding financial years in pursuance of its corporate social responsibility and the distribution of the same to various corporate social responsibility programmes undertaken by the Company; (iv) To formulate and recommend to the Board, an annual action plan in pursuance to the corporate social responsibility policy, which shall include the following, namely: (a) the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013; (b) the manner of execution of such projects or programmes as specified in Rule 4(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014; (c) the modalities of utilisation of funds and implementation schedules for the projects or programmes; (d) monitoring and reporting mechanism for the implementation of the projects or programmes; and (e) details of need and impact assessment, if any, for the projects undertaken by the company. 242Provided that the Board may alter such plan at any time during the financial year, as per the recommendations of the Corporate Social Responsibility Committee, based on the reasonable justification to that effect. (v) Identifying and appointing the corporate social responsibility team of the Company and delegate responsibilities to such team and supervise proper execution of all delegated responsibilities; (vi) To review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes; (vii) To take note of the compliances made by implementing agency (if any) appointed for the corporate social responsibility of the Company; (viii) To perform such other duties and functions as the Board may require the corporate social responsibility committee to undertake to promote the corporate social responsibility activities of the Company and exercise such other powers as may be conferred or perform such responsibilities as may be required by the corporate social responsibility committee in terms of the provisions of Section 135 of the Companies Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, to the extent applicable; and (ix) Such terms of reference as may be prescribed under Section 135 of the Companies Act. The quorum for the Corporate Social Responsibility Committee Meeting shall be one-third of its total strength (any fraction contained in that one-third be rounded off as one) or two members, whichever is higher. (e) Risk Management Committee The Risk Management Committee was constituted by our Board through its resolution dated January 31, 2025. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations. The current constitution of the Risk Management Committee is as follows: Name of Director Designation Position in the Committee Dr. Chandrasekhar Bhaskaran Nair Executive Director Chairperson Nupur Garg Independent Director Member Sriram Natarajan Executive Director & CEO Member The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee shall be responsible for, among other things, the following: The Risk Management Committee shall be responsible for, among other things, as may be required under applicable law, the following: (i) To formulate a detailed risk management policy which shall include: (a) framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social and Governance (ESG) related risks), information, cyber security risks or any other risk as may be determined by the committee; (b) measures for risk mitigation including systems and processes for internal control of identified risks; and (c) business continuity plan. (ii) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; (iii) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; 243(iv) To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; (v) To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken; (vi) The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to review by the Risk Management Committee; (vii) 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; (viii) To review the Company’s risk-reward performance to align with the Company’s overall policy objectives; (ix) Laying down risk assessment and minimization procedures and the procedures to inform Board of the same; (x) Framing, implementing, reviewing and monitoring the risk management plan for the Company and such other functions, including cyber security, as may be delegated by the Board; and (xi) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Risk Management Committee or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties. The Risk Management Committee is required to meet at least twice in a financial year under Regulation 21(3A) of the SEBI Listing Regulations. The quorum for the Risk Management Committee will be either two members or one third of the members of the committee, whichever is higher, including at least one member of the Board in attendance. 244Management organization chart 245Key Managerial Personnel and Senior Management Key Managerial Personnel In addition to Sriram Natarajan, Dr. Chandrasekhar Bhaskaran Nair, and Sangeetha Sriram, being Executive Directors, with Sriram Natarajan also being the Chief Executive Officer, whose details are provided in “– Brief profiles of our Directors” on page 230, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth below: Amol Narayan Lone is the President Finance and Accounts and Chief Financial Officer of our Company. He has been associated with our Company since June 4, 2024. In our Company, he is responsible for finance and accounts. He holds a bachelor’s degree in commerce from B.Y.K. College of Commerce, Nasik, University of Pune and a master’s degree in business administration from Institute of Chartered Financial Analysts of India University, Tripura, and is an associate member of the Institute of Chartered Accountants of India. He has 18 years of experience in finance and accounts. Before his association with our Company, he has previously worked with Henkel Adhesives Technologies India Private Limited, Watson Pharma Private Limited, and served as the Vice President Finance with Fermenta Biotech Limited among others and has handled functions such as finance and accounts. The remuneration paid to him in Fiscal 2025 was ₹ 7.75 million. Darshan Raghunath Karekar is the Company Secretary and Compliance Officer of our Company. He has been associated with our Company since July 24, 2024. In our Company, he is responsible for legal and secretarial. He holds a bachelor’s degree in commerce from Goa University, a bachelor’s degree in law from Goa University, a diploma in cyber law from Government Law College, Mumbai, and a professional programme certificate from the Institute of Company Secretaries of India, and is a fellow member of the Institute of Company Secretaries of India. He has eight years of experience in the manufacturing sector. Before his association with our Company, he has previously served as the assistant company secretary of Smartlink Holdings Limited, the company secretary with Digisol Systems Limited, the company secretary and compliance officer of Chowgule Steamships Limited, and the manager (company secretary and statutory compliance) with Goa Glass Fibre Limited and has handled functions such as secretarial. He is also the Chairman of the managing committee of the Goa chapter of the WIRC- ICSI. The remuneration paid to him in Fiscal 2025 was ₹ 1.07 million. Senior Management In addition to Amol Narayan Lone our Chief Financial Officer and Darshan Raghunath Karekar our Company Secretary, whose details are provided in “– Key Managerial Personnel” on page 246, the details of our Senior Management, as on the date of this Draft Red Herring Prospectus, are as set forth below: Sumit Mitra is the President International Sales of our Company. He has been associated with our Company since 2013. In our Company, he is responsible for international sales. He holds a bachelor’s degree in science from North-Eastern Hill University, Shillong and a master’s degree in science (biochemistry) from North-Eastern Hill University, Shillong. He has 21 years of experience in the diagnostics sector. Before his association with our Company, he has previously served as the marketing manager with Tulip Diagnostics Private Limited, and has handled functions such as sales and marketing. In Fiscal 2025, Sumit Mitra received remuneration amounting to ₹ 21.36 million (which included variable pay of ₹ 15.90 million payable for Fiscal 2024 and paid in Fiscal 2025). Further, for Fiscal 2025, ₹ 26.00 million accrued as variable pay, which is payable in Fiscal 2026. Shiva Sriram is the President Business Development of our Company. He has been associated with our Company since April 1, 2018. In our Company, he is responsible for business development. He has passed bachelor’s in science (bio-chemistry) from University of Delhi, Delhi and a master’s degree in science (biochemical engineering) from University College London, London, United Kingdom. He is also a director of Prognosys Healthcare (India) Private Limited. He has seven years of experience in the diagnostics sector. In Fiscal 2025, Shiva Sriram received remuneration amounting to ₹ 27.46 million (which included variable pay of ₹ 20.00 million payable for Fiscal 2024 and paid in Fiscal 2025). Further, for Fiscal 2025, ₹ 30.00 million accrued as variable pay, which is payable in Fiscal 2026. Dr. Kuldeep Singh Sachdeva is the President Strategy and Project Management and Chief Medical Officer of our Company. He has been associated with our Company since January 1, 2024. In our Company, he is responsible for strategy and project management. He holds a bachelor’s degree in medicine and surgery from University of Delhi, Delhi, a post-graduate diploma in hospital and health management from Indira Gandhi National Open 246University, New Delhi, a post-graduate diploma in disaster preparedness and rehabilitation from Guru Gobind Singh Indraprastha University, Delhi and a master’s degree in business administration (healthcare administration) from University of Delhi. He started his career as a medical officer in the central health service in 1988 and retired from the Department of Health and Family Welfare, Ministry of Health and Family Welfare in in 2021. Before his association with our Company, he has previously served as the deputy director general with the National AIDS Control Organisation, New Delhi, and the regional director of The Union South-East Asia Office of the International Union Against Tuberculosis and Lung Disease. The remuneration paid to him in Fiscal 2025 was ₹ 13.41 million. Indraneil Borkakoty is the Vice President - Investor Relations and Mergers and Acquisitions of our Company. He has been associated with our Company since May 15, 2024. In our Company, he is responsible for investor relations and mergers and acquisitions. He holds a bachelor’s degree in arts from University of Delhi, Delhi and a postgraduate diploma in management from International Management Institute, New Delhi. Before his association with our Company, he has previously served as the executive director with Kotak Mahindra Capital Company Limited, the managing director in the investment banking division with Nomura Financial Advisory and Securities (India) Private Limited, the managing director with IDFC Securities Limited, and the managing director of the investment banking department with Jefferies India Private Limited. The remuneration paid to him in Fiscal 2025 was ₹ 6.56 million. Dr. Abhay Raorane is the General Manager (Manufacturing) of our Company. He has been associated with our Company since August 7, 2015. In our Company, he is responsible for manufacturing. He holds a bachelor’s degree in science from University of Mumbai, and a doctor of philosophy degree in microbiology from Goa University, Panaji, Goa. He has 12 years of experience in the diagnostics sector. Before his association with our Company, he has previously served as a senior research fellow with Indian Council of Agriculture Research. The remuneration paid to him in Fiscal 2025 was ₹ 3.46 million. Dr. Sivakumar Selvaraj is the Senior Manager (Quality Assurance) of our Company. He has been associated with our Company since August 1, 2019. In our Company, he is responsible for quality assurance and regulatory compliance. He holds a bachelor’s degree in science (microbiology) from University of Madras, a master’s degree in science (applied microbiology) from University of Madras, and a doctor of philosophy (Applied Microbiology – Biochemistry) degree from University of Madras, Chennai. He has 14 years of experience in quality control and assurance. Before his association with our Company, he has previously served as a quality control microbiologist with Sai Mirra Innopharm Private Limited, and the senior officer - laboratory with Thyrocare Technologies Limited, and has handled functions such as quality assurance. The remuneration paid to him in Fiscal 2025 was ₹ 2.76 million. Dr. Praveen Kumar M.K. is the Senior Manager (Quality Control) of our Company. He has been associated with our Company since July 1, 2015. In our Company, he is responsible for quality control. He holds a bachelor’s degree in science (vocational) from Mangalore University, Mangalagangothri, Karnataka, a master’s degree in science (bio-technology) from Mangalore University, Mangalagangothri, Karnataka, and a doctor of philosophy degree in zoology from Goa University, Goa. He has four years of experience in the field of research with the zoology department at Goa University and has been working in quality control within the Company for 10 years. Before his association with our Company, he has previously served as a senior research fellow with Goa University and worked with the zoology department at Goa University on scientific initiatives. The remuneration paid to him in Fiscal 2025 was ₹ 2.96 million. Mahendra V. Salunke is the Senior Manager (Purchase) of our Company. He has been associated with our Company since February 1, 2017. In our Company, he is responsible for purchase functions. He holds a diploma in mechanical engineering from the Board of Technical Examinations, Karnataka, and a bachelor’s degree in commerce from Divekar Commerce college, Karwar, University of Karnatak, Dharmad. He has 13 years of experience in purchase functions. Before his association with our Company, he has previously served as the officer purchase with Tulip Diagnostics Private Limited. The remuneration paid to him in Fiscal 2025 was ₹ 1.97 million. Goli Udaya Bhaskar is the General Manager (Head Operations) of our Company. He has been associated with our Company since November 10, 2022. In our Company, he is responsible for Visakhapatnam plant operations. He holds a diploma in mechanical engineering from the State Board of Technical Education and Training, Andhra Pradesh, Hyderabad, a bachelor’s degree in technology (mechanical engineering) from VS Prasanna Bharati University, and a master’s degree in business administration from Indian Institute of Business Management and Studies. He has 29 years of experience in the manufacturing sector. Before his association with our Company, he has previously served as an engineer with AGI Glaspac, the senior engineer - mechanical with MRF Limited, , 247the assistant manager with Fenner (India) Limited, the manager – plant engineering with Rane Engine Valve Limited, the assistant general manager with ATC Tires Private Limited, the general manager with Elgi Rubber Company Limited, the general manager - operations with Sahuwala High Pressure Cylinders Private Limited and has handled functions such as plant operations, and plant engineering. The remuneration paid to him in Fiscal 2025 was ₹ 2.93 million. Sarah Sarika Frias Oliveira Fernandes is Head - Human Resource and Administration (General Manager) of our Company. She has been associated with our Company since May 21, 2025. In our Company, she is responsible for overseeing human resources and administration. She holds a bachelor’s degree in science from Goa University, a master’s degree in science from Goa University, Panaji and a master's degree in business administration from Indian Institute of Advanced Management Training and Research. She has 18 years of experience in human resource management in the manufacturing sector. Before her association with our Company, she was previously associated with Syngenta India Limited, and has previously served as the head human resources with IFB Industries Limited and manager - talent management with Deccan Fine Chemicals (India) Private Limited. Since she joined the Company in Fiscal 2026, she was not eligible for, and accordingly not paid any remuneration in Fiscal 2025. Reeti Desai Hobson is the Vice President - Global Health Programs and Partnerships of our Company. She has been associated with our Company since July 22, 2024. In our Company, she is responsible for global business development. She holds a bachelor’s degree in science with a major in molecular biology from the University of California, master’s degree in public health from New York University, and a professional certificate course from University of California, San Diego in clinical trials design and management. Before her association with our Company, she has previously associated with ICF Macro, Inc. and USAID (United States Agency for International Development), among others. The compensation paid to her in Fiscal 2025 was ₹ 9.32 million. Further, ₹ 1.29 million was accrued as compensation for Fiscal 2025, which is payable in Fiscal 2026. Relationships among Key Managerial Personnel, Senior Management and Directors Except Shiva Sriram who is the son of Sriram Natarajan and Sangeetha Sriram, and except as specified in “– Relationships between our Directors” on page 231, none of our Key Managerial Personnel or the Senior Management are related to each other or to the Directors of our Company. Arrangements or understanding with major Shareholders, customers, suppliers or others None of our Key Managerial Personnel or our Senior Management have been appointed pursuant to any arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others. Changes in the Key Managerial Personnel or the Senior Management in last three years Other than the changes in our Executive Directors under “- Changes to our Board in the last three years” on page 234 and as set forth below, there are no other changes in our Key Managerial Personnel or Senior Management in the three years immediately preceding the date of this Draft Red Herring Prospectus: Name Date of change Reason Sarah Sarika Frias Oliveira May 21, 2025 Appointed as Head - Human Resource and Fernandes Administration (General Manager) Dushyant Bhawsar February 13, 2025 Resignation as senior manager – human resources and administration due to personal reasons Darshan Raghunath Karekar September 3, 2024 Appointment as Company Secretary and Compliance Officer Reeti Desai Hobson July 22, 2024 Appointment as Vice President - Vice President, Global Health Programs and Partnerships Amol Narayan Lone June 5, 2024 Appointment as President Finance and Accounts and Chief Financial Officer Indraneil Borkakoty May 15, 2024 Appointment as Vice President - Investor Relations and Mergers and Acquisitions Mahendra Salunke April 1, 2024 Re-designation from manager purchase to Senior Manager (Purchase) Dr. Praveen Kumar M.K April 1, 2024 Re-designation from manager (quality control) to Senior Manager (Quality 248Name Date of change Reason Control) Dr. Sivakumar Selvaraj April 1, 2024 Re-designation from manager (quality assurance) to Senior Manager (Quality Assurance) Dr. Abhay Raorane April 1, 2024 Promotion from manager (production) to General Manager (Manufacturing) Shiva Sriram April 1, 2024 Promotion to President Business Development Sumit Mitra April 1, 2024 Re-designation from president sales & marketing to President International Sales Suhas Advant March 26, 2024 Resignation as chief financial officer on personal grounds. Dr. Kuldeep Singh Sachdeva January 1, 2024 Appointment as President Strategy and Project Management and Chief Medical Officer Suhas Advant July 10, 2023 Appointment as chief financial officer Sriram Natarajan July 10, 2023 Appointment as Chief Executive Officer Dr. Chandrasekhar Bhaskaran Nair July 10, 2023 Appointment as Chief Technology Officer Goli Udaya Bhaskar November 10, 2022 Appointment as General Manager (Head Operations) of our Company Dushyant Bhawsar September 14, 2022 Appointment as senior manager - human resources and administration Status of Key Managerial Personnel and Senior Management As on the date of this Draft Red Herring Prospectus all our Key Managerial Personnel and Senior Management are permanent employees of our Company, apart from Reeti Desai Hobson who has been appointed as a consultant to our Company. Service contracts, and retirement or termination benefits Other than statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including our Directors, our Key Managerial Personnel or Senior Management is entitled to any benefits upon termination of employment, including under any service contract with our Company. Shareholding of the Key Managerial Personnel and Senior Management Except as disclosed under “– Shareholding of Directors in our Company” on page 233, none of our other Key Managerial Personnel and the Senior Management hold any Equity Shares in our Company. However, Shiva Sriram, an SMP of our Company, is a designated partner of Exxora Trading LLP, which holds Equity Shares in our Company. Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management There is no contingent or deferred compensation which accrued to our Key Managerial Personnel and members of Senior Management for Fiscal 2025, which does not form part of their remuneration for such period. Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management In addition to details disclosed under “- Terms of appointment of our Directors” on page 231, our Company has no profit-sharing plan in which the Key Managerial Personnel and the Senior Management participate. Our Company makes bonus payments to our Key Managerial Personnel or the Senior Management, in accordance with their terms of appointment. Interest of Key Managerial Personnel and Senior Management In addition to the details provided under “- Interest of Directors” on page 233 for our Executive Directors, our Key Managerial Personnel and the Senior Management are interested in our Company to the extent of the remuneration (including any variable pay or sales-linked incentives), or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. 249Dr. Chandrasekhar Bhaskaran Nair may also be deemed to be interested to the extent of any dividend payable to him and other distributions in respect of Equity Shares held by him in our Company. Our Key Managerial Personnel and the Senior Management may also be deemed to be interested to the extent of any share-based employee benefit that they may receive. Further, Sriram Natarajan, Dr. Chandrasekhar Bhaskaran Nair, Sangeetha Sriram and Shiva Sriram, being Promoters, are interested in the promotion of our Company. Except as disclosed herein, none of our Key Managerial Personnel or Senior Management have been paid any consideration of any nature from our Company, other than their remuneration. Employee stock option plan For details of the ESOP Scheme, see “Capital Structure – ESOP schemes” on page 119. Payment or benefit to officers of our Company (non-salary related) No non-salary related amount or benefit has been paid or given within the two years preceding the date of this Draft Red Herring Prospectus or is intended to be paid or given to any officer of the Company, including our Directors, Key Managerial Personnel and Senior Management. 250OUR PROMOTERS AND PROMOTER GROUP The Promoters of our Company are Sriram Natarajan, Chandrasekhar Bhaskaran Nair, Sangeetha Sriram, Shiva Sriram, Sowmya Sriram, and Exxora Trading LLP. As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 52,597,450 Equity Shares, representing 46.65% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company. For details, please see “Capital Structure – Details of Shareholding of our Promoters and members of the Promoter Group in the Company” on page 111. Details of our Promoters are as follows: 1. Sriram Natarajan Sriram Natarajan, aged 66 years, is one of our Promoters and is also an Executive Director and our Chief Executive Officer. For the complete profile of Sriram Natarajan along with details of his date of birth, personal address, educational qualifications, professional experience, positions held in the past, directorships held, and business and financial activities, other ventures and special achievements, see “Our Management – Board of Directors” on page 228. His permanent account number is ABZPN3553H. As on date of this Draft Red Herring Prospectus, Sriram Natarajan does not hold any Equity Shares in our Company. However, Sriram Natarajan is a designated partner of Exxora Trading LLP, which holds Equity Shares in our Company. 2. Dr. Chandrasekhar Bhaskaran Nair Chandrasekhar Bhaskaran Nair, aged 57 years, is one of our Promoters and is also an Executive Director and our Chief Technology Officer. For the complete profile of Chandrasekhar Bhaskaran Nair along with details of his date of birth, personal address, educational qualifications, professional experience, positions held in the past, directorships held, and business and financial activities, other ventures and special achievements, see “Our Management – Board of Directors” on page 228. His permanent account number is AAJPN6500D. As on the date of this Draft Red Herring Prospectus, Chandrasekhar Bhaskaran Nair jointly holds 6,109,850 Equity Shares with Anita Angela Chandrasekhar, representing 5.42% of the issued, subscribed and paid-up Equity Share capital of our Company. 3. Sangeetha Sriram Sangeetha Sriram, aged 65 years, is one of our Promoters and is also an Executive Director and our Director of Operations. For the complete profile of Sangeetha Sriram along with details of her date of birth, personal address, educational qualifications, professional experience, positions held in the past, directorships held, and business and financial activities, other ventures and special achievements, see “Our Management – Board of Directors” on page 228. Her permanent account number is BHUPS4925E. As on date of this Draft Red Herring Prospectus, Sangeetha Sriram does not hold any Equity Shares of our Company. However, Sangeetha Sriram is a designated partner of Exxora Trading LLP, which holds Equity Shares in our Company. 2514. Shiva Sriram Shiva Sriram, aged 32 years, is one of our Promoters and is also our president business development. Details of his date of birth and address are as follows: Date of Birth: November 24, 1992 Address: 13, Sagar Society, Dona Paula, Nio Dona Paula, North Goa, Tiswadi, 403 004, Goa, India For the complete profile of Shiva Sriram along with details of his educational qualifications, professional experience, positions held in the past, and business and financial activities, other ventures and special achievements, see “Our Management – Senior Management” on page 246. His permanent account number is DCNPS8981N. As on the date of this Draft Red Herring Prospectus, Shiva Sriram does not hold any Equity Shares of our Company. However, Shiva Sriram is a designated partner of Exxora Trading LLP, which holds Equity Shares in our Company. 5. Sowmya Sriram Sowmya Sriram, aged 37 years, is one of our Promoters. Details of her date of birth and address are as follows: Date of Birth: October 24, 1987 Address: 2402 A Wing Raj Grandeur, Behind Hiranandani Hospital, Powai, Mumbai, Mumbai Suburban, Maharashtra – 400 076 Sowmya Sriram holds a bachelor’s degree in science from Bangalore University and a master’s degree in business administration (biotechnology management) from Amity University, Uttar Pradesh. She has 3 years of experience in the healthcare sector. She has previously worked with PharmARC Analytic Solutions Private Limited in her capacity as Senior Business Analyst and with Abbot Healthcare Private Limited in her capacity as Manager – marketing foresight. Sowmya Sriram is a director in Kallows Engineering India Private Limited, AMYGB.AI Private Limited, and OptraHealth Inc. Her permanent account number is BMPPS6257P. As on the date of this Draft Red Herring Prospectus, Sowmya Sriram does not hold any Equity Shares of our Company. However, Sowmya Natarajan is a designated partner of Exxora Trading LLP, which holds Equity Shares in our Company. Other than as disclosed in this section under “- Entities forming part of the promoter Group” on page 255 and in “Our Management – Board of Directors” on page 228, our Promoters are not involved in any other ventures. Our Company confirms that the permanent account numbers, bank account numbers, Aadhaar card numbers, driving license numbers and passport numbers of Sriram Natarajan, Chandrasekhar Bhaskaran Nair, Sangeetha Sriram, Shiva Sriram and Sowmya Sriram shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. Corporate Promoter 252Exxora Trading LLP Exxora Trading LLP was incorporated as a private limited company on June 6, 2008, under the Companies Act, 1956 and was subsequently converted into a limited liability partnership under the Limited Liability Partnership Act, 2008 pursuant to a certificate of incorporation issued by Registrar, Goa - Panjim on April 13, 2016. The limited liability partnership identification number of Exxora Trading LLP is AAG-1681. The registered office of Exxora Trading LLP is situated at H. No. 13, Sagar Society, Dona Paula, Panaji, North Goa 403 004, Goa, India. Exxora Trading LLP primarily functions as a family office cum investment entity. There have been no changes to the business activities undertaken by Exxora Trading LLP. The permanent account number of Exxora Trading LLP is AAGFE3734K. Partners As on date of this Draft Red Herring Prospectus, the designated partners of Exxora Trading LLP are Sriram Natarajan, Shiva Sriram, Sangeetha Sriram and Sowmya Sriram. The table below sets forth the details of the partners of Exxora Trading LLP as on date of this Draft Red Herring Prospectus: Profit/loss Capital contribution S. No. Name of the Partner Designation sharing ratio (in ₹ million) (%) 1. S riram Natarajan Designated Partner 100.10 25 2. S hiva Sriram Designated Partner 100.10 25 3. S angeetha Sriram Designated Partner 100.10 25 4. S owmya Sriram Designated Partner 100.10 25 Change in Control There has been no change in the control of Exxora Trading LLP in the three years immediately preceding the filing of this Draft Red Herring Prospectus. Our Company confirms that the permanent account number, bank account number and limited liability partnership identification number of Exxora Trading LLP along with the address of the registrar of companies where it was registered, shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. Change in control of our Company Pursuant to a Board resolution dated August 11, 2025, our Company has identified Sriram Natarajan, Chandrasekhar Bhaskaran Nair, Sangeetha Sriram, Shiva Sriram, Sowmya Sriram and Exxora Trading LLP as the Promoters of our Company. However, there has not been any change in the control of our Company in the five years immediately preceding the date of this Draft Red Herring Prospectus. Interests of Promoters Our Promoters are interested in our Company to the extent (i) that they are the Promoters of our Company, (ii) of their directorship in our Company, and (iii) of their respective shareholding in our Company, the shareholding of their relatives in our Company, and the shareholding of entities in which our Promoters are interested, in our Company, and the dividends payable, if any, and any other distributions in respect of such shareholding, each as applicable. For details of the shareholding of our Promoters in our Company, see “Capital Structure – Details of shareholding of our Promoters and members of the Promoter Group in the Company” on page 111. Further, our Promoters who are also directors on the boards, or are shareholders, members or partners of entities with which our Company has had related party transactions may be deemed to be interested to the extent of the payments made by our Company, if any, to these entities. Our Promoters may also be deemed to be interested in transactions entered into by our Company with their relatives. For further details of interest of our Promoters in our Company, see “Other Financial Information – Related Party Transactions” beginning on page 359. Sriram Natarajan, Chandrasekhar Bhaskaran Nair and Sangeetha Sriram may also be deemed to be interested to the extent of remuneration, benefits, reimbursement of expenses payable to them as Executive Directors and Key Managerial Personnel. Shiva Sriram may also be deemed to be interested to the of remuneration, benefits, 253reimbursement of expenses payable to him as the president business development of our Company. For further details, see “Our Management” beginning on page 228 and “Our Management – Senior Management” on page 246. Further, Sriram Natarajan has provided a loan to our Subsidiary Prognosys Healthcare (India) Private Limited and may be deemed to be interested to the extent of the payments made by Prognosys Healthcare (India) Private Limited in this regard. For further details, see “Other Financial Information - Related Party Transactions” on page 359. None of our Promoters have any interest, in any property acquired by our Company within the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by it as on the date of this Draft Red Herring Prospectus, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery. Our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by our Company. No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested, in cash or shares or otherwise, by any person, either to induce them to become or to qualify them, as directors or promoters or otherwise for services rendered by our Promoters or by such firm or company, in connection with the promotion or formation of our Company. Companies or firms from which our Promoters have disassociated in the last three years None of our Promoters have disassociated themselves from any other company or firm in the three years preceding the date of this Draft Red Herring Prospectus. Payment or Benefits to Promoters or members of Promoter Group Except as disclosed herein and as stated in “Other Financial Information – Related Party Transactions” at page 359, there has been no payment or benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus. Material Guarantees Our Promoters have not given any material guarantee to any third party, in respect of the Equity Shares, as of the date of this Draft Red Herring Prospectus. Promoter Group In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below: Natural persons who are part of the Promoter Group In addition to our Promoters, the individuals that form a part of the Promoter Group, are as follows: S. No. Name of Promoter Name of Promoter Group Member Relationship with Promoter 1. Sriram Natarajan Sarada Natarajan Mother Padma Natarajan Sister 2. Chandrasekhar Bhaskaran Anita Angela Chandrasekhar Spouse Nair Thangam Bhaskaran Mother Manoj Nair Brother Aditi Chandrasekhar Daughter Grace Veigas Spouse’s mother Anand Veigas Spouse’s brother Nirmala D’Souza Spouse’s sister 3. Sangeetha Sriram Sarada Natarajan Spouse’s mother Padma Natarajan Spouse’s sister 4. Shiva Sriram Sheebani Shiva Sriram Spouse 254S. No. Name of Promoter Name of Promoter Group Member Relationship with Promoter Neelesh Pissurlencar Spouse`s father Tripti Pissurlencar Spouse`s mother Shalaka Pissurlencar Spouse`s sister 5. Sowmya Sriram Gaurav Bali Spouse Amyra Bali Daughter Pushpa Bali Spouse’s mother Sudhir Bali Spouse’s brother Seema Verma Spouse’s sister Entities forming part of the Promoter Group In addition to our Promoter, Exxora Trading LLP, the entities forming part of our Promoter Group, are as follows: 1. Aditi Maria Trust 2. Amygb.AI Private Limited 3. Coreintegra Consulting Services Limited 4. Coreintegra Global Services Private Limited 5. Damodar Associates 6. Enesar Consulting Private Limited 7. Enlite BuiltWorld Solutions Private Limited (formerly known as Anantya BPO Private Limited) 8. Enlite Research Private Limited 9. EOSGLOBE Inc., USA 10. Eureka Digitisation and Automation Services Private Limited 11. Eureka Outsourcing Solutions Private Limited 12. Indalia Medical Devices Private Limited 13. Indian Laboratory Research Foundation 14. Inventrom Private Limited 15. In-Med Prognostics Inc. 16. Kallows Engineering India Private Limited 17. Mode Retails Sales & Marketing Private Limited 18. Paperpack 19. Scalene Livprotec Private Limited (India) 20. Scalene Livprotec Private Limited (formerly known as Shycocan Corporation Pte Ltd) (Singapore) 255DIVIDEND POLICY Our Board of Directors, pursuant to a resolution dated August 19, 2025, have adopted the dividend policy of our Company (“Dividend 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, in accordance with provisions of our Articles of Association and applicable law, including the Companies Act (together with applicable rules issued thereunder). In terms of the Dividend Policy, the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant, including among others, profits earned during the financial year, retained earnings, expected future capital / liquidity requirements, significant changes in the macro- economic environment, introduction of new regulatory changes and technological changes which necessitate significant investments in our business. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under our current or future loan or financing documents. For more information on restrictive covenants under our current loan agreements, see “Financial Indebtedness” on page 399. Our Company may pay dividend by cheque, or electronic clearance service, as will be approved by our Board in the future. Our Board may also declare interim dividend from time to time. Our Company has not declared any dividends on the equity shares during the last three Fiscals, and the period from April 1, 2025, until the date of this Draft Red Herring Prospectus. The past trend in relation to our payment of dividends is not necessarily indicative of our dividend trend or dividend policy in the future, and there is no guarantee that any dividends will be declared or paid in the future. For details in relation to the risk involved, see “Risk Factors – Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of our financing arrangements.” on page 75. 256SECTION VI – FINANCIAL INFORMATION RESTATED FINANCIAL INFORMATION The remainder of this page has intentionally been left blank 257Independent Auditors’ Examination Report on the restated consolidated summary statements of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated summary statement of profit and losses (including other comprehensive income/(loss)), restated consolidated summary statement of changes in equity, the restated consolidated summary statement of cash flows for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the summary of material accounting policies and other explanatory notes of Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) (collectively, the "Restated Consolidated Summary Statements") To The Board of Directors Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Plot No L -46, Phase II – D Verna Industrial Estate Verna, Goa – 403722, India Dear Sirs: 1. We, S.R. Batliboi & Associates LLP, Chartered Accountants (“we” or “us”) have examined the attached Restated Consolidated Summary Statements of Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) (the “Company”) and its subsidiaries (the Company together with its subsidiaries hereinafter referred to as “the Group”) and its associates as at March 31, 2025, March 31, 2024 and March 31, 2023 and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 annexed to this report and prepared by the Company for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with its proposed Initial Public Offer of equity shares of face value of ₹ 1 each (“IPO”) of the Company. The Restated Consolidated Summary Statements, which have been approved by the Board of Directors of the Company at their meeting held on August 22, 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 ("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 Consolidated Summary Statements 2. The preparation of the Restated Consolidated Summary Statements, which are to be included in the DRHP is the responsibility of the Management of the Company. The Restated Consolidated Summary Statements have been prepared by the Management of the Company on the basis of preparation, as stated in note 2.1 to the Restated Consolidated Summary Statements. The Management's responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Summary Statements. The Management is also responsible for identifying and ensuring that the Group and its associates complies with the Act, ICDR Regulations and the Guidance Note. 258Auditors' Responsibilities 3. We have examined such Restated Consolidated Summary Statements taking into consideration: a) the terms of reference and terms of our engagement agreed with you vide our engagement letter dated October 01, 2024 and amendments thereof, requesting us to carry out the assignment, in connection with the proposed IPO of the Company; b) the Guidance Note. The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI; c) concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Consolidated Summary Statements; and d) the requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act and the ICDR Regulations in connection with the proposed IPO. Restated Consolidated Summary Statements 4. These Restated Consolidated Summary Statements have been compiled by the management of the Company from: a) Audited consolidated Ind AS financial statements of the Group and its associates, as applicable, as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 which were prepared in accordance with the Indian Accounting Standard (referred to as “Ind AS”), as 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, along with the presentation requirements of Division II of Schedule III to the Act (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on July 29, 2025, September 30, 2024 and December 30, 2023 respectively. b) Financial statements and other financial information in relation to the Company’s subsidiaries and associates, as listed below, have been audited by Other Auditors and included in the consolidated Ind AS financial statements of the Group and its associates, as applicable as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023: Name of the Relationship Name of Audit Period audited by Other Auditors Entity Firm Bigtec Healthcare Subsidiary T.S. Devdas & For each of the years ended March Private Limited Co 31, 2025, March 31, 2024 and March Deciphar Life Subsidiary 31, 2023. Sciences Private Limited Remfuel Subsidiary Bioenergy Private Limited Prognosys Subsidiary Nagar & For each of the years ended March Medical Systems Navada 31, 2025, March 31, 2024 and Private Limited balance sheet as at March 31, 2023(also refer paragraph 4(c)) Prognosys Subsidiary Nagar & For the year ended March 31, 2025 Healthcare (India) Navada and the period from July 26, 2023 Private Limited (Date of Acquisition) to March 31, 2024 259Name of the Relationship Name of Audit Period audited by Other Auditors Entity Firm Chayagraphics Associate Nagar & For each of the years ended March (India) Private Navada 31, 2025, March 31, 2024 and the Limited period from January 25, 2023 (Date of Acquisition) to March 31, 2023. OptraScan, Inc. Associate Vinay Bhushan For the period from October 24, 2024 & Associates (Date of Acquisition) to March 31, 2025. c) Financial statements and other financial information in respect of one subsidiary consolidated with effect from March 01, 2023, whose financial statements and other financial information reflect total revenues of ₹ 58.91 Million and net cash inflows of ₹ 5.72 Million for the year ended March 31, 2023 which was solely based on financial statements and other financial information certified by the management of the subsidiary. Auditors Report 5. For the purpose of our examination, we have relied on: a) Auditors’ report issued by us, dated July 29, 2025, September 30, 2024 and December 30, 2023 on the consolidated Ind AS financial statements of the Group and its associates, as applicable, as at and for each the years ended March 31, 2025, March 31, 2024 and March 31, 2023 as referred to in paragraph 4(a) above; The auditors report on the consolidated Ind AS financial statements of the Group and its associate for the year ended March 31, 2024 includes the following Emphasis of Matter paragraph which did not require any adjustments in the Restated Consolidated Summary Statements (included in Annexure VI in the attached Restated Consolidated Summary Statements): We draw attention to note 7 in the consolidated Ind AS financial statements as regards the earnest money deposits (‘EMD’) of ₹ 199.00 Million made by Prognosys Medical Systems Private Limited (‘PMS’), a subsidiary. PMS had suffered a fraud as regards misappropriation of earnest money deposits (‘EMD’) made by PMS prior to the Holding Company’s investment in PMS during the previous year. The Group has made a provision of ₹ 199.00 Million against the aforesaid deposit as at March 31, 2024 and is taking legal recourse to recover the EMD and is confident of recovery based on the various legal actions taken by the Group. Our opinion is not modified in respect of this matter. The auditors report on the consolidated Ind AS financial statements of the Group and its associate for the year ended March 31, 2023 includes the following Emphasis of Matter paragraph which did not require any adjustments in the Restated Consolidated Summary Statements (included in Annexure VI in the attached Restated Consolidated Summary Statements): We draw attention to Note 6 in the consolidated financial statements as regards the earnest money deposits (‘EMD’) of ₹ 199.00 Million made by Prognosys Medical Systems Private Limited (‘PMS’), a subsidiary. PMS has suffered a fraud as regards misappropriation of earnest money deposits (‘EMD’) made by PMS prior to the Holding Company’s investment in PMS during the current year. The Group has a provision of ₹ 100.00 Million against the aforesaid deposit as at March 31, 2023 and is taking legal recourse to recover the EMD and is confident of recovery based on the various legal actions taken by the Group. Our opinion is not modified in respect of this matter. 260b) The Audit report on the consolidated financial statements of the Group and its associates as at and for the year ended March 31, 2025 referred to in paragraph 5(a) above included the following qualifications / modifications under section Other Legal and Regulatory Requirements which did not require any adjustments in the Restated Consolidated Summary Statements: • qualifications on matters included in our report on the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act (included in Annexure VI in the attached Restated Consolidated Summary Statements). • modifications relating to the maintenance of books of account and other matters connected therewith including modifications on the absence of the feature of recording audit trail (edit log) facility by the accounting softwares used by the Group and its associate and preservation of record retention thereof (included in Annexure VI in the attached Restated Consolidated Summary Statements). c) The Audit report on the consolidated financial statements of the Group and its associate as at and for the year ended March 31, 2024 referred to in paragraph 5(a) above included the following qualifications / modifications under section Other Legal and Regulatory Requirements which did not require any adjustments in the Restated Consolidated Summary Statements: • qualifications on matters included in our report on the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act (included in Annexure VI in the attached Restated Consolidated Summary Statements). • modifications relating to the maintenance of books of account and other matters connected therewith including modifications on the absence of the feature of recording audit trail (edit log) facility by the accounting softwares used by the Group and its associate (included in Annexure VI in the attached Restated Consolidated Summary Statements). • modification relating to funds advanced by the Group to an intermediary for further advancing to the Ultimate Beneficiary (included in Annexure VI in the attached Restated Consolidated Summary Statements). • disclaimer of opinion relating to Section 143(3)(i) of the Act on the audit of Internal Financial Controls (included in Annexure VI in the attached Restated Consolidated Summary Statements). d) The Audit report on the consolidated financial statements of the Group and its associates as at and for the year ended March 31, 2023 referred to in paragraph 5(a) above included the following qualifications / modifications under section Other Legal and Regulatory Requirements which did not require any adjustments in the Restated Consolidated Summary Statements: • qualifications on matters included in our report on the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act (included in Annexure VI in the attached Restated Consolidated Summary Statements). • modifications relating to the maintenance of books of account and other matters connected therewith (included in Annexure VI in the attached Restated Consolidated Summary Statements). • disclaimer of opinion relating to Section 143(3)(i) of the Act on the audit of Internal Financial Controls (included in Annexure VI in the attached Restated Consolidated Summary Statements). e) As indicated in paragraph 4 (b) above, we did not audit the financial statements of subsidiaries and associates, as applicable, as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 whose financial statements reflect total assets, total revenues and net cash inflows / (outflows), share of loss in associates as tabulated below and included in the Restated Consolidated Summary Statements: (₹ In Million) As at and for the Total assets of Total revenue Net cash Share of loss in year ended subsidiaries of subsidiaries inflows / associates (outflows) of subsidiaries March 31, 2025 1,478.77 739.06 0.89 (19.70) March 31, 2024 1,247.29 875.46 (5.71) (0.17) March 31, 2023 797.51 - - - 261These financial statements have been audited by other firms of Chartered Accountants as listed in paragraph 4(b) above, whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in the consolidated Ind AS financial statements referred to in paragraph 4(a) above are based solely on the report of other auditors. f) As indicated in our audit report referred to in para 4(c) above, the financial statements in respect of one subsidiary consolidated for the period from March 01, 2023 (Date of acquisition) to March 31, 2023, as tabulated below is solely based on the management certified financial statements: (₹ In Million) Name of the subsidiary Period Revenue of Net cash inflows / subsidiary (outflows) of subsidiary Prognosys Medical March 01, 2023 to 58.91 5.72 Systems Private Limited March 31, 2023 6. In respect of examination performed by Other Auditors: a) The audits of the Company’s subsidiaries and associates, as applicable for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 was conducted by Other Auditors and accordingly reliance has been placed on the examination report on the restated summary statement of assets and liabilities and the restated summary statements of profit and loss (including other comprehensive income/(loss)), restated summary statements of changes in equity and restated summary statements of cash flow, the summary of material accounting policies and other explanatory notes (the “Restated Financial Information”) examined by them for the said periods. The examination report included for the said periods is based solely on the examination report submitted by the Other Auditors. The Other Auditors have also confirmed that the Restated Financial Information: (i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed for the year ended March 31, 2025. (ii) does not contain any qualifications requiring adjustments; and (iii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. 7. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by other auditors, as applicable for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 in respect of the Company’s subsidiaries and associates, we report that Restated Consolidated Summary Statements of the Group and its associates: i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025; ii. there are no qualifications in the auditors’ report on the Audited consolidated Ind AS financial statements of the Group and its associates, as applicable, as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, which require any adjustments to the Restated Consolidated Summary Statements. However, items relating to emphasis of matter, as referred to in paragraph 5(a) above and those qualifications on matters included in our report on the Companies (Auditor’s Report) Order, 2020 262issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 as referred to in paragraph 5(b), 5(c) and 5(d) above, and our report under Section 143(3)(i) of the Act on the audit of Internal Financial Controls with reference to those financial statements as at and for the year ended March 31, 2024 and March 31, 2023 included disclaimer of opinion, as referred to in paragraph 5(c) and 5(d) above and modifications relating to the maintenance of books of account and other matters connected therewith including modifications on the absence of the feature of recording audit trail (edit log) facility by the accounting softwares used by the Group and preservation of record retention thereof as referred to in paragraph 5(b), 5(c) and 5(d) above and modification relating to funds advanced by the Group to an intermediary for further advancing to the Ultimate Beneficiary as referred to in paragraph 5(c) above, all of which do not require any corrective adjustments in the Restated Consolidated Summary Statements, have been disclosed in Annexure VI to the Restated Consolidated Summary Statements. iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. 8. We have not audited any financial statements of the Group and its associates as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group and its associates as of any date or for any period subsequent to March 31, 2025. 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. The Restated Consolidated Summary Statements do not reflect the effects of events that occurred subsequent to the audited financial statements mentioned in paragraph 4(a) above. 11. We have no responsibility to update this examination report for events and circumstances occurring after the date of this examination report. 12. Our examination report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited in connection with the proposed IPO. Our examination report should not be used, referred to, or distributed for any other purpose. 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 examination report is shown or into whose hands it may come. For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm Registration Number: 101049W/E300004 per Sandeep Karnani Partner Membership Number: 061207 UDIN: 25061207BMNTXF9837 Place of Signature: Bengaluru Date: August 22, 2025 263Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure I Restated Consolidated Summary Statements of Assets and Liabilities (₹ in Million) Annexure VII As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Notes I Assets (1) Non-current assets (a) Property, plant and equipment 3 2,040.57 1,679.09 1,777.50 (b) Capital work-in-progress 3 273.31 15.83 - (c) Goodwill 4 38.41 38.41 38.41 (d) Other intangible assets 4 527.80 704.16 858.75 (e) Intangible assets under development 4 - - 53.63 (f) Investment property 5 - 329.69 - (g) Right-of-use assets 34 288.34 142.24 187.39 (h) Investments accounted for using equity method 6A 455.65 59.83 60.00 (i) Financial assets (i) Investments 6B 0.03 0.03 0.05 (ii) Loans 8 93.28 - 22.12 (iii) Other financial assets 7 327.76 261.11 443.10 (j) Deferred tax assets (net) 30 469.43 291.12 104.42 (k) Non-current tax assets (net) 9 185.81 145.51 370.13 (l) Other assets 13 616.84 311.93 259.18 5,317.23 3,978.95 4,174.68 (2) Current assets (a) Inventories 11 4,359.13 3,151.44 3,470.16 (b) Financial assets (i) Trade receivables 10 2,716.60 4,254.46 1,887.55 (ii) Cash and cash equivalents 12 1,147.48 221.10 69.75 (iii) Bank balances other than (ii) above 12 143.06 - 2.64 (iv) Other financial assets 7 65.66 92.18 115.64 (c) Other assets 13 866.39 512.43 568.49 9,298.32 8,231.61 6,114.23 (3) Asset held-for-sale - - 53.20 Total assets (1+2+3) 14,615.55 12,210.56 10,342.11 II Equity and liabilities (1) Equity (a) Equity share capital 14 22.56 22.54 22.54 (b) Other equity 15 9,661.35 8,211.27 7,192.25 Equity attributable to equity holders of the parent 9,683.91 8,233.81 7,214.79 Non-controlling interest (11.06) 54.56 158.62 Total equity 9,672.85 8,288.37 7,373.41 (2) Non-current liabilities (a) Financial liabilities (i) Borrowings 16 61.44 151.23 9.85 (ii) Lease liabilities 34 174.14 46.34 68.51 (iii) Other financial liabilities 19 247.00 247.00 247.00 (b) Net employee defined benefit liabilities 17 40.53 18.96 15.28 (c) Deferred tax liabilities (net) 30 2.94 31.03 52.59 526.05 494.56 393.23 (3) Current liabilities (a) Financial liabilities (i) Borrowings 16 1,170.19 1,594.54 1,074.53 (ii) Lease liabilities 34 63.55 44.14 32.46 (iii) Trade payables 21 2,302.12 939.88 855.22 (iv) Other financial liabilities 19 262.15 133.57 143.35 (b) Net employee defined benefit liabilities 17 9.20 8.41 7.79 (c) Provisions 18 206.69 207.97 116.21 (d) Other liabilities 20 402.75 499.12 345.91 4,416.65 3,427.63 2,575.47 Total liabilities (2+3) 4,942.70 3,922.19 2,968.70 Total equity and liabilities (1+2+3) 14,615.55 12,210.56 10,342.11 TheaboveStatementshouldbereadwiththeAnnexureV-SummaryofmaterialaccountingpoliciesandexplanatorynotestoRestatedConsolidatedSummaryStatements,AnnexureVI-Statementof Restatement Adjustments to Audited Consolidated Ind AS Financial Statements and Annexure VII - Notes to Restated Consolidated Summary Statements. As per our report of even date For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) ICAI firm registration number: 101049W/ E300004 per Sandeep Karnani Chandrasekhar Bhaskaran Nair Sriram Natarajan Partner Director CEO and Director Membership No: 061207 DIN: 01787875 DIN: 00013843 Place: Bengaluru Place: Bengaluru Place: Goa Date: August 22, 2025 Date: August 22, 2025 Date: August 22, 2025 Amol Narayan Lone Darshan Raghunath Karekar Chief Financial Officer Company Secretary and Compliance Officer Membership number: FCS F13569 Place: Goa Place: Goa Date: August 22, 2025 Date: August 22, 2025 264Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure II Restated Consolidated Summary Statement of Profit and Loss (₹ in Million) For the year ended For the year ended For the year ended Annexure VII Notes March 31, 2025 March 31, 2024 March 31, 2023 I Income Revenue from operations 22 10,204.18 8,365.61 3,324.63 Other income 23 75.18 40.98 49.48 Total income 10,279.36 8,406.59 3,374.11 II Expenses Cost of raw material and components consumed 24 4,347.71 3,199.28 1,853.28 (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods 25 (224.67) 196.75 (430.31) Purchase of traded goods 25.38 8.20 9.74 Employee benefit expenses 26 1,027.85 638.92 497.26 Depreciation and amortisation expenses 27 445.53 410.08 317.22 Finance costs 28 176.58 144.46 68.49 Other expenses 29(a) 2,405.68 1,980.65 963.03 Total expenses 8,204.06 6,578.34 3,278.71 III Restated profit before tax, share of loss of associates and exceptional items (I - II) 2,075.30 1,828.25 95.40 IV Share of loss of associates, net of tax 6A (19.70) (0.17) - V Restated profit before tax and exceptional items (III + IV) 2,055.60 1,828.08 95.40 VI Exceptional items 29(b) 111.32 531.69 - VII Restated profit before tax (V - VI) 1,944.28 1,296.39 95.40 VIIITax expenses (a) Current tax 30 759.58 649.53 69.54 (b) Deferred tax (credit) / charge 30 (204.13) (192.41) 59.34 (c) Adjustment of tax relating to earlier years 30 3.04 3.85 0.97 Total tax expenses 558.49 460.97 129.85 IX Restated profit / (loss) for the year (VII-VIII) 1,385.79 835.42 (34.45) X Other comprehensive (loss) / income Other comprehensive (loss) / income not to be reclassified to profit or loss in subsequent periods: (i) Re-measurement (losses) / gains on defined benefit plan (10.08) (0.44) 2.20 Income tax effect on above 2.27 0.08 (0.55) Restated total other comprehensive (loss) / income for the year (net of tax) (7.81) (0.36) 1.65 XI Restated total comprehensive income / (loss) for the year (net of tax) (IX + X) 1,377.98 835.06 (32.80) XII Restated profit / (loss) for the year attributable to: (a) Owners of the Parent Company 1,451.03 1,019.54 (7.26) (b) Non-controlling interest (65.24) (184.12) (27.19) XIIIRestated other comprehensive (loss) / income for the year attributable to: (a) Owners of the Parent Company (7.43) (0.52) 1.65 (b) Non-controlling interest (0.38) 0.16 - XIV Restated total comprehensive income / (loss) for the year attributable to: (a) Owners of the Parent Company 1,443.60 1,019.02 (5.61) (b) Non-controlling interest (65.62) (183.96) (27.19) XV Restated earnings per equity share (EPS)(face value - ₹ 1 each) Basic,computedonthebasisofrestatedprofit/(loss)fortheyearattributabletoownersoftheParent 31 12.87 9.05 (0.06) Company (₹) Diluted,computedonthebasisofrestatedprofit/(loss)fortheyearattributabletoownersofthe 31 12.87 9.04 (0.06) Parent Company (₹) TheaboveStatementshouldbereadwiththeAnnexureV-SummaryofmaterialaccountingpoliciesandexplanatorynotestoRestatedConsolidatedSummaryStatements,AnnexureVI-StatementofRestatement Adjustments to Audited Consolidated Ind AS Financial Statements and Annexure VII - Notes to Restated Consolidated Summary Statements. As per our report of even date For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) ICAI firm registration number: 101049W/ E300004 per Sandeep Karnani Chandrasekhar Bhaskaran Nair Sriram Natarajan Partner Director CEO and Director Membership No: 061207 DIN: 01787875 DIN: 00013843 Place: Bengaluru Place: Bengaluru Place: Goa Date: August 22, 2025 Date: August 22, 2025 Date: August 22, 2025 Amol Narayan Lone Darshan Raghunath Karekar Chief Financial Officer Company Secretary and Compliance Officer Membership number: FCS F13569 Place: Goa Place: Goa Date: August 22, 2025 Date: August 22, 2025 265Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure III Restated Consolidated Summary Statement of Cashflows (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 A. Cash flow from / (used in) operating activities Restated profit before tax 1,944.28 1,296.39 95.40 Adjustments to reconcile profit before tax to net cash flows: Depreciation and amortisation expenses 445.53 410.08 317.22 Impairment allowance / provision for doubtful debts and advances 151.40 339.58 5.71 Bad debts / advances written off 4.56 39.45 1.41 Provision for inventories 132.93 168.59 - Impairment on intangible assets acquired through asset acquisition - 198.28 - (Reversal) / provision for earnest money deposit (11.80) 99.51 - Provision / liabilities no longer required, written back (12.20) (1.29) - Intangible assets and intangible assets under development written off 35.16 65.31 9.78 Unrealised loss / (gain) on account of foreign exchange fluctuation (net) 13.33 (3.23) 7.37 Impairment on investment - 0.02 - Loss / (gain) on sale / discard of property, plant and equipment and asset held-for-sale (net) 0.63 (3.66) 0.44 Interest income (32.56) (14.77) (33.23) Finance costs 160.09 136.90 66.49 Share of loss of associates, net of tax 19.70 0.17 - Operating profit before working capital changes 2,851.05 2,731.33 470.59 Working capital adjustments : (Increase) / decrease in inventories (1,340.62) 150.13 (319.79) Decrease / (increase) in trade receivables 1,371.53 (2,639.49) 634.17 (Increase) / decrease in non-current and current other financial and other assets (577.70) (32.62) (115.77) Increase / (decrease) in trade payables, non-current and current other financial, other liabilities and provisions 1,365.43 321.00 353.56 Cash generated from operations 3,669.69 530.35 1,022.76 Direct taxes paid (net of refund) (798.66) (434.65) (381.44) Net cash flow from operating activities (A) 2,871.03 95.70 641.32 B. Cash flow (used in) / from investing activities Purchase of property, plant and equipment (including capital work-in- progress and capital (546.61) (161.10) (144.98) advances) and Intangible assets Purchase of freehold land / investment property - (329.69) - Proceeds from sale of investment property - 58.00 - Proceeds from sale of property, plant and equipment 0.55 - 0.25 Investment in associates (415.52) (60.00) Interest income received 22.88 8.90 13.36 Consideration paid for Business Combination [net of cash and cash equivalent acquired] - - (390.29) Consideration paid for Asset Acquisition [net of cash and cash equivalent acquired] - (102.58) - (Investment) / redemption in bank deposits (net) (194.55) 78.52 (23.00) Loans (given to) / repaid by the related parties (93.28) - 200.00 Loans (given to) / repaid by others - (2.15) 7.34 Net cash used in investing activities (B) (1,226.53) (450.10) (397.32) C. Cash flow (used in) / from financing activities Proceeds from issue of equity shares (net of refund of surplus consideration) - - 400.01 Balance proceeds received against share warrants 6.50 - - Proceeds from termination of lease - 31.17 - Payment of principal portion of lease liabilities (57.22) (35.91) (24.86) Payment of interest portion of lease liabilities (16.88) (8.63) (8.36) Proceeds from long-term borrowings 27.48 269.11 14.56 Repayment of long-term borrowings (109.16) (41.14) (15.25) Proceeds/ (repayment) from short-term borrowings (net) 0.38 (416.96) (149.64) Finance costs paid (112.57) (113.17) (34.03) Net cash (used in) / from financing activities (C) (261.47) (315.53) 182.43 Net increase / (decrease) in cash and cash equivalents (A+B+C) 1,383.03 (669.93) 426.43 Cash and cash equivalents at the beginning of the year (750.71) (80.78) (507.21) Cash and cash equivalents at the end of the year 632.32 (750.71) (80.78) Components of cash and cash equivalents Balances with banks - On current accounts 1,147.19 220.82 69.40 Cash on hand 0.29 0.28 0.35 Overdraft from bank (515.16) (971.81) (150.53) Total cash and cash equivalents (refer note 12) 632.32 (750.71) (80.78) Non-cash investing activities Acquisition of right-of-use assets (refer note 34) 216.62 25.92 7.19 266Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure III Restated Consolidated Summary Statement of Cashflows Explanatory notes to Restated Consolidated Summary Statement of Cashflows (₹ in Million) Particulars Changes in liabilities arising from financing activities Borrowings Lease liabilities (refer note 16) (including current portion of lease liabilities) (refer note 34) As at April 01, 2024 773.96 90.48 Cash flow changes Proceeds from long-term borrowings 27.48 - Repayment of long-term borrowings (109.16) - Proceeds/ (repayment) from short-term borrowings (net) 0.38 - Payment of principal portion of lease liabilities - (57.22) Payment of interest portion of lease liabilities - (16.88) Non-cash changes Accretion of interest on lease liabilities (refer note 34) - 16.88 Interest accrued but not due 23.81 - Additions to lease liabilities - 208.20 Derecognition of lease liabilities (refer note 34) - (3.77) As at March 31, 2025 716.47 237.69 As at April 01, 2023 933.85 100.97 Cash flow changes Proceeds from long-term borrowings 269.11 - Repayment of long-term borrowings (41.14) - Proceeds/ (repayment) from short-term borrowings (net) (416.96) - Payment of principal portion of lease liabilities - (35.91) Payment of interest portion of lease liabilities - (8.63) Non-cash changes Accretion of interest on lease liabilities (refer note 34) - 8.63 Interest accrued but not due 4.07 - Liability assumed in asset acquisition (refer note 4.2(b)) 25.03 - Additions to lease liabilities - 25.42 As at March 31, 2024 773.96 90.48 As at April 01, 2022 521.50 94.36 Cash flow changes Proceeds from long-term borrowings 14.56 - Repayment of long-term borrowings (15.25) - Proceeds/ (repayment) from short-term borrowings (net) (149.64) - Payment of principal portion of lease liabilities - (24.86) Payment of interest portion of lease liabilities (8.36) Non-cash changes Accretion of interest on lease liabilities (refer note 34) - 8.36 Liability assumed in Business Combination (refer note 4.2(a)) 545.71 24.43 Interest accrued but not due 16.97 - Additions to lease liabilities - 7.04 As at March 31, 2023 933.85 100.97 TheaboveStatementshouldbereadwiththeAnnexureV-SummaryofmaterialaccountingpoliciesandexplanatorynotestoRestatedConsolidatedSummaryStatements,AnnexureVI-Statementof Restatement Adjustments to Audited Consolidated Ind AS Financial Statements and Annexure VII - Notes to Restated Consolidated Summary Statements. As per our report of even date For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) ICAI firm registration number: 101049W/ E300004 per Sandeep Karnani Chandrasekhar Bhaskaran Nair Sriram Natarajan Partner Director CEO and Director Membership No: 061207 DIN: 01787875 DIN: 00013843 Place: Bengaluru Place: Bengaluru Place: Goa Date: August 22, 2025 Date: August 22, 2025 Date: August 22, 2025 Amol Narayan Lone Darshan Raghunath Karekar Chief Financial Officer Company Secretary and Compliance Officer Membership number: FCS F13569 Place: Goa Place: Goa Date: August 22, 2025 Date: August 22, 2025 267Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure IV Restated Consolidated Summary Statement of Changes in Equity A. Equity share capital* Number (in Million) ₹ (in Million) Equity shares issued, subscribed and fully paid For the year ended March 31, 2023 As at April 01, 2022 (face value of ₹ 10 each) 2.24 22.46 Issuance of share capital (refer note 14(f)) 0.01 0.08 As at March 31, 2023 (face value of ₹ 10 each) 2.25 22.54 For the year ended March 31, 2024 As at April 01, 2023 (face value of ₹ 10 each) 2.25 22.54 Issuance of share capital - - As at March 31, 2024 (face value of ₹ 10 each) 2.25 22.54 For the year ended March 31, 2025 As at April 01, 2024 (face value of ₹ 10 each) 2.25 22.54 Shares extinguished on sub-division of shares * (2.25) - 22,536,600 Equity shares of ₹ 1 each issued during the year on sub-division * 22.54 - Changes during the year (refer note 15(c)) 0.02 0.02 As at March 31, 2025 (face value of ₹ 1 each) 22.56 22.56 *During the year ended March 31, 2025, the Parent Company has sub-divided one equity share of ₹ 10 each to 10 equity shares of ₹ 1 each fully paid up. (This space has been intentionally left blank) 268Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure IV Restated Consolidated Summary Statement of Changes in Equity B. Other equity** (₹ in Million) Amount attributable to shareholders Reserves and surplus Put option Non-controlling Total other equity Total Particulars liability towards non- Money received against interests Amalgamation (A) (A+B) Retained earnings Securities premium Other reserves Capital reserve controlling interest share warrants (B) reserve shareholders Balance as at April 01, 2022 5,189.51 92.78 1,548.75 148.75 61.64 - 3.50 7,044.93 - 7,044.93 Restated loss for the year (7.26) - - - - - - (7.26) (27.19) (34.45) Restated other comprehensive income / (loss) for the year (net of taxes)*** 1.65 - - - - - - 1.65 - 1.65 Total comprehensive income (5.61) - - - - - - (5.61) (27.19) (32.80) Issue of equity shares (refer note 14(f)) - - 399.93 - - - - 399.93 - 399.93 Acquisition of subsidiary (refer note 4.2 (a)) - - - - - - - - 185.81 185.81 Put option liability towards non controlling interest shareholders (refer note 19) - - - - - (247.00) - (247.00) - (247.00) Balance as at March 31, 2023 5,183.90 92.78 1,948.68 148.75 61.64 (247.00) 3.50 7,192.25 158.62 7,350.87 Restated profit for the year 1,019.54 - - - - - - 1,019.54 (184.12) 835.42 Restated other comprehensive (loss) / income for the year (net of taxes)*** (0.52) - - - - - - (0.52) 0.16 (0.36) Total comprehensive income 1,019.02 - - - - - - 1,019.02 (183.96) 835.06 Acquisition of subsidiary (refer note 4.2(b)) - - - - - - - - 79.90 79.90 Balance as at March 31, 2024 6,202.92 92.78 1,948.68 148.75 61.64 (247.00) 3.50 8,211.27 54.56 8,265.83 Restated profit for the year 1,451.03 - - - - - - 1,451.03 (65.24) 1,385.79 Restated other comprehensive (loss) / income for the year (net of taxes)*** (7.43) - - - - - - (7.43) (0.38) (7.81) Total comprehensive income 1,443.60 - - - - - - 1,443.60 (65.62) 1,377.98 Money received against share warrants - - - - - - 6.50 6.50 - 6.50 Issue of equity shares upon conversion of share warrants (refer note 15(c)) - - - - - - (0.02) (0.02) - (0.02) Securities premium on equity shares issued upon conversion of share warrants (refer note 15(c)) - - 9.98 - - - (9.98) - - - Balance as at March 31, 2025 7,646.52 92.78 1,958.66 148.75 61.64 (247.00) - 9,661.35 (11.06) 9,650.29 **Also refer note 15 ***As required under Ind AS compliant Schedule III, the Group has recognised remeasurement (losses) / gains of defined benefit plans as part of retained earnings. TheaboveStatementshouldbereadwiththeAnnexureV-SummaryofmaterialaccountingpoliciesandexplanatorynotestoRestatedConsolidatedSummaryStatements,AnnexureVI-StatementofRestatementAdjustmentstoAuditedConsolidatedIndASFinancialStatementsandAnnexureVII-NotestoRestatedConsolidatedSummary Statements. As per our report of even date For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) ICAI firm registration number: 101049W/ E300004 per Sandeep Karnani Chandrasekhar Bhaskaran Nair Sriram Natarajan Partner Director CEO and Director Membership No: 061207 DIN: 01787875 DIN: 00013843 Place: Bengaluru Place: Bengaluru Place: Goa Date: August 22, 2025 Date: August 22, 2025 Date: August 22, 2025 Amol Narayan Lone Darshan Raghunath Karekar Chief Financial Officer Company Secretary and Compliance Officer Membership number: FCS F13569 Place: Goa Place: Goa Date: August 22, 2025 Date: August 22, 2025 269Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements 1. Corporate Information Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) (“the Company” or “the Parent Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its associates are mainly engaged in the business of manufacturing chip based diagnostic devices, chips and reagents, X-ray equipment's, single / dual detector solutions, developing diagnostic devices, performing tests in the bio-sensing domain, digital pathology, etc. The Parent Company is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. The registered office of the Company is located at Plot No. L-46, Phase II-D Verna Industrial Area, Verna, Salcete South Goa, Goa – 403722. The Company has converted from Private Limited Company to Public Limited Company, through a special resolution passed in the extraordinary general meeting of the shareholders of the Company held on November 22, 2024. Consequently, the name of the Company has been changed to Molbio Diagnostics Limited pursuant to a fresh certificate of incorporation issued by the Registrar of Companies dated January 16, 2025. The Restated Consolidated Summary Statements for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 were approved by the Board of Directors of the Company on August 22, 2025. 2. Material accounting policies The material accounting policies applied by the Group in the preparation of its Restated Consolidated Summary Statements are listed below. Such accounting policies have been applied consistently to all the periods presented in these Restated Consolidated Summary Statements, unless otherwise indicated. 2.1. Statement of compliance and Basis of preparation The Restated Consolidated Summary Statements of the Group comprise of Restated Consolidated Summary Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Summary Statement of Profit and Loss (including Other Comprehensive Income/(Loss)), Restated Consolidated Summary Statement of Changes in Equity and the Restated Consolidated Summary Statement of Cash Flows for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and the summary of material accounting policies and other explanatory notes (“Collectively Restated Consolidated Summary Statements”). The Restated Consolidated Summary Statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013 (as amended from time to time), (Ind AS compliant Schedule III). These Restated Consolidated Summary Statements have been prepared by the management for the purpose of inclusion in the Draft Red Herring Prospectus (‘DRHP’) in connection with the proposed initial public offering of equity shares of face value of ₹ 1 each of the Company (the “Offer”), in terms of 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, issued by the Securities and Exchange Board of India ('SEBI') as amended, from time to time in pursuance of the Securities and Exchange Board of India Act, 1992; 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”); The Restated Consolidated Summary Statements have been compiled from: Audited consolidated financial statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind-AS compliant Schedule III), as applicable which was approved by the Board of Directors at their meetings held on July 29, 2025, September 30, 2024 and December 30, 2023 respectively. The Restated Consolidated Summary Statements have been prepared on a historical cost basis, except for:  certain financial assets and liabilities measured at fair value / amortised cost; and  net employee defined benefit liabilities which have been measured at present value of defined benefit obligations (net of fair value of plan assets). 270Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements The Restated Consolidated Summary Statements are presented in Indian Rupees (₹) and all the values are rounded off to the nearest million upto two decimal places, unless otherwise stated. These Restated Consolidated Summary Statements do not reflect the effects of events that occurred subsequent to the respective dates of auditor’s reports on the audited consolidated financial statements mentioned above. The Restated Consolidated Summary Statements a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors, if any, and regrouping/reclassifications retrospectively in the years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025. b) do not require any adjustment for qualification in the underlying audit reports. 2.2. Basis of Consolidation The Restated Consolidated Summary Statements comprise the financial statements of the Group and its subsidiaries and associates as of March 31, 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:  Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee).  Exposure, or rights, to variable returns from its involvement with the investee, and  The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:  The contractual arrangement with the other vote holders of the investee.  Rights arising from other contractual arrangements.  The Group’s voting rights and potential voting rights.  The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Restated Consolidated Summary Statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Restated Consolidated Summary Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Restated Consolidated Summary Statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the Restated Consolidated Summary Statements to ensure conformity with the Group’s accounting policies. The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent, i.e., year ended on 31 March. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so. Consolidation procedure: Restated Consolidated Summary Statements present assets, liabilities, equity, income, expenses and cash flows of the parent and its subsidiaries as those of a single economic entity. In preparing these Restated Consolidated Summary Statements, below key consolidation procedures are followed: a) Combine like items of assets, liabilities, equity, income, expenses, and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the Restated Consolidated Summary Statements at the acquisition date. 271Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill. c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group consolidated in Restated Consolidated Summary Statements (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and property plant and equipment, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the Restated Consolidated Summary Statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions. d) Non-controlling interest represents that part of the total comprehensive income and net assets of subsidiaries attributable to interests which are not owned, directly or indirectly, by the Parent Company. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:  Derecognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost  Derecognises the carrying amount of any non-controlling interests at the date when control is lost. This includes any components of OCI attributable to them  Derecognises the cumulative translation differences recorded in equity  Recognises the fair value of the consideration received  Recognises the fair value of any investment retained  Recognises any surplus or deficit in profit or loss  Recognises a distribution if the transaction, event, or circumstances that resulted in the loss of control involves a distribution of shares in the subsidiary to owners in their capacity as owners  Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or transferred directly to retained earnings, if required by other Ind AS.Such reclassification/ transfer is decided on the same basis as would be required if the Group had directly disposed of the related assets or liabilities. 2.3 New and amended standards (Ind AS): The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 April 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Impact of implementation of new standards / amendments: (i) Ind AS 117 Insurance Contracts The Ministry of Corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after 1 April 2024. Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by: (cid:127) A specific adaptation for contracts with direct participation features (the variable fee approach) (cid:127) A simplified approach (the premium allocation approach) mainly for short-duration contracts The application of Ind AS 117 does not have a material impact on the Group’s Restated Consolidated Summary Statements as the Group has not entered any contracts in the nature of insurance contracts covered under Ind AS 117. 272Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements (ii) Amendments to Ind AS 116 Leases – Lease Liability in a Sale and Leaseback The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback. The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendment is effective for annual reporting periods beginning on or after 1 April 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116. The amendment does not have a material impact on the Group’s Restated Consolidated Summary Statements. 2.4 Standards notified but not yet effective (i) Amendments to Ind AS 21 - Lack of exchangeability The MCA notified amendments to Ind AS 21 The effects of changes in foreign exchange rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its Ind AS financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows. The amendments are effective for annual reporting periods beginning on or after 1 April 2025. When applying the amendments, an entity cannot restate comparative information. The amendments are not expected to have a material impact on the Group’s Restated Consolidated Summary Statements. (ii) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants The Ministry of Corporate Affairs notified amendments to paragraphs 69 to 76 of Ind AS 1 Presentation of Financial Statements to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:  What is meant by a right to defer settlement  That a right to defer must exist at the end of the reporting period  That classification is unaffected by the likelihood that an entity will exercise its deferral right  That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months. The amendments are effective for annual reporting periods beginning on or after 1 April 2025 and must be applied retrospectively. The Group is currently assessing the impact the amendments will have on current practice and whether existing loan agreements may require renegotiation. (iii) Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements The Ministry of Corporate Affairs notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after 1 April 2025. The amendments are not expected to have a material impact on the Group’s Restated Consolidated Summary Statements. 273Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements (iv) Amendments to Ind AS 12 - International Tax Reform—Pillar Two Model Rules The Ministry of Corporate Affairs notified amendments to Ind AS 12 Income Taxes in response to the OECD’s BEPS Pillar Two rules and include:  A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and  Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date. The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 April 2025, but not for any interim periods ending on or before 31 March 2026. The amendments are not expected to have a material impact on the Group’s Restated Consolidated Summary Statements. Consequential amendments to other Ind ASs have also been made which are not expected to have a material impact on the Group’s Restated Consolidated Summary Statements. 2.5 Summary of material accounting policies: a. Business combinations, asset acquisition and goodwill In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below: ► Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively. ► Potential tax effects of temporary differences and carry forwards of an acquiree that exist at the acquisition date or arise as a result of the acquisition are accounted in accordance with Ind AS 12. ► Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payment at the acquisition date. ► Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. ► Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. 274Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the Group recognises the gain directly in equity as capital reserve, without routing the same through OCI. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash- generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date. In case of acquisition of an asset or a group of assets that does not constitute a business, the Group identifies and recognises individual identifiable assets acquired (including those assets that meet the definition of, and recognition criteria for, intangible assets in Ind AS 38, Intangible Assets) and liabilities assumed. The cost of the group shall be allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event does not give rise to goodwill. b. Investment in associates An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The considerations made in determining whether significant influence is similar to those necessary to determine control over the subsidiaries. The Group’s investments in its associate is accounted for using the equity method. Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment individually. The Restated Consolidated Summary Statement of Profit and Loss reflects the Group’s share of the results of operations of the associate. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the Restated Consolidated Summary Statement of Changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate is eliminated to the extent of the interest in the associate. If an entity’s share of losses of an associate or exceeds its interest in the associate (which includes any long-term interest that, in substance, form part of the Group’s net investment in the associate), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. 275Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements The aggregate of the Group’s share of profit or loss of an associate is shown separately on the face of the Restated Consolidated Summary Statement of Profit and Loss. The financial statements of the associates are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognises the loss as ‘Share of loss of associates’ in the Restated Consolidated Summary Statement of Profit and Loss. Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. c. Current versus non-current classification The Group segregates assets and liabilities into current and non-current categories for presentation in the balance sheet after considering its normal operating cycle and other criteria set out in Ind AS 1, “Presentation of Financial Statements”. For this purpose, current assets and liabilities include the current portion of non-current assets and liabilities respectively. Deferred tax assets and liabilities are always classified as non-current. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified period up to twelve months as its operating cycle. d. Fair value measurement The Group measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:  In the principal market for the asset or liability, or  In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the Restated Consolidated Summary Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:  Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities  Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable  Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the Restated Consolidated Summary Statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. 276Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes. (i) Disclosures for valuation methods, significant estimates and assumptions (refer note 38) (ii) Quantitative disclosures of fair value measurement hierarchy (refer note 38) (iii) Financial instruments (including those carried at amortised cost) (refer note 38) (iv) Investment property (refer note 5) e. Revenue recognition Revenue from operations is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer. Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation. The specific recognition criteria described below must be met before revenue is recognised: Revenue from contracts with customers (i) Revenue from sale of goods: Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally on delivery of the goods. Revenue from the sale of goods is measured at the amount of transaction price received or receivable, net of returns and allowances, trade discounts and volume rebates. Goods and Services Tax (GST) is not received by the Company in its own account. Rather, it is tax collected on behalf of the government. Accordingly, it is excluded from revenue. (ii) Other operating revenue: Revenues from maintenance contracts and extended warranties Revenue from services rendered over a period of time, such as annual maintenance contracts and extended warranties contract, are recognised on straight line basis over the period of the performance obligation. Installation services The Group provides installation services that are together with the sale of equipment to a customer. The installation services do not significantly customise or modify the equipment. Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the equipment and installation services are both sold on a stand-alone basis and are distinct within the context of contract. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and installation services. The Group recognises revenue from installation services at a point in time because the customer receives and consumes the benefits provided to them only after installation. Other income (i) Interest Income Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset. Interest income is included in other income in the Restated Consolidated Summary Statements. 277Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements (ii) Export benefits Export incentives receivables are accrued for, when the right to receive the credit is established and there is no significant uncertainty regarding the realisability of the incentive. Cost to obtain a contract The Group pays sales commission to its vendors for the contracts that they obtain for sales of chip based diagnostic devices, chips and reagents. The Group applies the optional practical expedient to immediately expense costs to obtain a contract if the amortisation period of the asset that would have been recognised is one year or less. As such, sales commission are immediately recognised as an expense and included as a part of other expenses. Contract balances (i) Contract assets A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Contract assets are transferred to receivables when the rights become unconditional and contract liabilities are recognised as and when the performance obligation is satisfied. Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets in section (o) Financial instruments below. The Group has used the practical expedient provided in Ind AS 115.121 to not disclose the amount of remaining performance obligations for contracts in which the right to consideration from a customer corresponds directly with the performance obligation completed till date. (ii) Trade receivables A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section (o) Financial instruments below. (iii) Contract liabilities A contract liability is recognised if a payment is received, or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer). f. Taxes Current income tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The Group’s liability for current tax is calculated using the tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income (‘OCI’) or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment. Deferred tax Deferred tax is provided using the balance sheet approach on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are generally recognised for all the taxable temporary differences. In contrast, deferred tax assets are only recognised to the extent that is probable that future taxable profits will be available against which the temporary differences can be utilised. 278Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. Goods and Services Tax (GST) paid on acquisition of assets or on incurring expenses Expenses and assets are recognised net of the amount of GST paid, except when the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable The net amount of tax recoverable from, or payable to, the taxation authority is included as part of other current/non-current assets/ liabilities in the Restated Consolidated Summary Statements. g. Property, plant and equipment (‘PPE’) and capital work-in-progress (‘CWIP’) Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred. Capital work in progress includes cost of property, plant and equipment under installation / under construction, net of accumulated impairment loss, if any, as at the balance sheet date. 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 derecognised when replaced. All other repair and maintenance costs are recognised in profit or loss as incurred. The Group identifies and determines cost of each component/ part of the asset separately, if the component/ part has a cost which is significant to the total cost of the asset having useful life that is materially different from that of the remaining asset. These components are depreciated over their useful lives; the remaining asset is depreciated over the life of the principal asset. Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are classified as capital advances and cost of assets not ready for use at the balance sheet date are disclosed under capital work- in- progress. During the year ended March 31, 2023, the management of the Group performed an operational review of its property, plant and equipment and intangible assets which resulted in changes in expected usage of assets. Considering the trend of scale of operations of the Group, the management expects to derive future economic benefits from its property, plant and equipment evenly throughout the useful lives of the assets. Further, management of the Group expects to derive future economic benefits from Intangible asset – computer software evenly throughout the useful lives of the assets, in line with other blocks of intangible assets. Based on the above assessment, the depreciation / amortisation method is changed from written down value to straight line method. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets of the assets as prescribed under Part C of Schedule II of the Companies Act, 2013 except for certain items of building, plant and equipment and research and 279Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements development equipments, wherein based on the management estimate, are depreciated over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. Below are the details of estimated useful lives: Sl. No. Block Useful lives estimated by the management (in years) 1 Building – factory on leasehold land 30 2 Plant and machinery 5-15 3 Furnitures and fixtures 10 4 Office equipments 5 5 Electrical installations & fittings 10 6 Research and development equipments 5 7 Computer equipments 3 8 Vehicles 8 Leasehold improvements are depreciated over the period of lease or estimated useful life, whichever is lower, on straight-line basis. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. An item of property, plant and equipment and any significant part initially recognised is derecognised 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 Summary Statements when the asset is derecognised. h. Investment properties Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the investment properties are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred. Though the Company measures investment properties using cost-based measurement, the fair value of investment properties are disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer applying a valuation model. Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Restated Consolidated Summary Statements in the period of derecognition. In determining the amount of consideration from the derecognition of investment properties the Company considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the buyer (if any). Transfers are made to (or from) investment properties only when there is a change in use. Transfers between investment property, owner-occupied property and inventories do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes. i. Other intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, is reflected in Restated Consolidated Summary Statements in the period in which the expenditure is incurred. 280Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements Further, based on the assessment performed during the year ended March 31, 2023, as mentioned in note (g) above, the amortisation method for computer software is changed from written down value method to straight line method. Intangible assets are amortised on a straight-line basis over the estimated useful life as follows: Computer software – 3 years PCR (polymerase chain reaction) related projects – 10 years Business intellectual property – 10 years Product development – 10 years Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period with the effect of any change in the estimate being accounted for on a prospective basis. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the Restated Consolidated Summary Statements unless such expenditure forms part of carrying value of another asset. An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon 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 Summary Statements when the asset is derecognised. Research and development cost Research costs are expensed as incurred. The development expenditure incurred on an individual project is recognised as an intangible asset when the Group can demonstrate all the following: a. the technical feasibility of completing the intangible asset so that it will be available for use or sale. b. its intention to complete the intangible asset and use or sell it. c. its ability to use or sell the intangible asset. d. how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e. the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f. its ability to measure reliably the expenditure attributable to the intangible asset during its development. j. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset until such time as the assets are substantially ready for the intended use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs. k. Leases The Group has lease contracts for office spaces. The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. 281Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accounting policies stated under ‘Impairment of non- financial assets’. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Short term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. l. Impairment of non-financial assets The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples and other available fair value indicators. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the Group operates, or for the market in which the asset is used. Impairment losses of continuing operations, including impairment on inventories, are recognised in the Restated Consolidated Summary Statements For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase. Goodwill is tested for impairment annually as at the reporting date and when circumstances indicate that the carrying value may be impaired. 282Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than it’s carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. The Group assesses whether climate risks, including physical risks and transition risks could have a significant impact. If so, these risks are included in the cash-flow forecasts in assessing value-in-use amounts. m. Provisions and contingent liabilities Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Restated Consolidated Summary Statements net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both incremental costs and an allocation of costs directly related to contract activities). Contingent liability is (a) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not wholly within the control of the Group or (b) a present obligation arises from past events but that is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured with sufficient reliability. The Group does not recognise a contingent liability but discloses its existence and other disclosure in the Restated Consolidated Summary Statements, unless the possibility of any outflow in settlement is remote. Provisions and contingent liability are reviewed at each balance sheet. Warranty provisions The Group provides warranties for general repairs of defects that existed at the time of sale, as required by law. Provisions related to these assurance-type warranties are recognised when the product is sold, or the service is provided to the customer. Initial recognition is based on historical experience. The initial estimate of warranty-related costs is revised annually. n. Retirement and other employment benefits Retirement benefit in the form of provident fund and pension fund are defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund and pension fund. The Group recognises contribution payable to the provident fund and pension fund as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the reporting date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method using actuarial valuation to be carried out at each reporting date. Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Restated Consolidated Summary Statements with a corresponding 283Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. Past service costs are recognised in Restated Consolidated Summary Statements on the earlier of: a) The date of the plan amendment or curtailment, and b) The date that the Group recognises related restructuring costs Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation as an expense in the Restated Consolidated Summary Statements: a. Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and b. Net interest expense or income. Accumulated leave, which is expected to be utilised within the next twelve months, is treated as short-term employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Group recognises expected cost of short-term employee benefit as an expense, when an employee renders the related service. The Group treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Actuarial gains/losses are immediately taken to the Consolidated Ind AS Statement of Profit and Loss and are not deferred. The obligations are presented as current liabilities in the Consolidated Ind AS Balance Sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date. The Group presents the leave as a current liability in the Consolidated Ind AS Balance Sheet, to the extent it does not have an unconditional right to defer its settlement for twelve months after the reporting date. o. Financial instruments Initial recognition and measurement of financial instruments Financial assets and financial liabilities are recognised when the Group becomes a party to the contract embodying the related financial instruments. All financial assets, financial liabilities contracts are initially measured at transaction cost and where such values are different from the fair value, at fair value except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the Restated Consolidated Summary Statements. Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through profit or loss and fair value through other comprehensive income. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price as disclosed under Revenue recognition policy. In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and put option liability. 284Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements Subsequent measurement of financial instruments For purposes of subsequent measurement: a. Financial assets are classified in below categories: - Financial assets at amortised cost - Financial assets at fair value through other comprehensive income with no recycling of cumulative gains and losses – Equity instruments - Financial assets at fair value through profit or loss (FVTPL) b. Financial liabilities are classified in two categories: - Financial liabilities at fair value through profit or loss - Financial liabilities at amortised cost (loans and borrowings) Effective interest method The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period. (i) Financial assets Financial assets at amortised cost A ‘financial asset’ is measured at the amortised cost if both the following conditions are met: a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method and are subject to impairment as per the accounting policy applicable to ‘Impairment of financial assets.’ Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. The Company’s financial assets at amortised cost includes trade receivables, cash and cash equivalents, other bank balances, investments, loans and other financial assets. For more information on financial assets, refer Note 38. Financial assets measured at fair value A ‘financial asset’ is classified as at the FVTOCI if both of the following criteria are met: a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and b) The asset’s contractual cash flows represent SPPI. Financial asset not measured at amortised cost or at fair value through other comprehensive income is carried at fair value through the Restated Consolidated Summary Statements. For financial assets maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments. Equity investments Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit and loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss. 285Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements Investment in preference shares / preferred stock of the associate companies are treated as equity instruments if the same are convertible into equity shares or are redeemable out of the proceeds of equity instruments issued for the purpose of redemption of such investments. Investment in preference shares / preferred stock not meeting the aforesaid conditions are classified as debt instruments at FVTPL. Accordingly, same are carried at cost less accumulated impairment losses, if any. Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward- looking factors specific to the debtors and the economic environment. For financial assets maturing within one year from the balance sheet date, the carrying amounts approximates fair value due to the short maturity of these instruments. De-recognition of financial assets The Group de-recognises a financial asset only when the contractual rights to the cash flows from the financial asset expire, or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the assets and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On de-recognition of a financial asset in its entirety, the difference between the carrying amount measured at the date of de- recognition and the consideration received is recognised in Restated Consolidated Summary Statements. (ii) Financial liabilities and equity instruments Classification as debt or equity Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions 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 the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Financial Liabilities at amortised cost Financial liabilitiesare initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant. Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the Restated Consolidated Summary Statements. 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. 286Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Put option liability The potential cash payments related to put options issued by the Group over the equity of subsidiary companies to non- controlling interests are accounted for as financial liabilities as per Ind AS 109. The amount that may become payable under the option on exercise is initially recognised at fair value under other financial liabilities with a corresponding charge directly to equity. All subsequent changes in the carrying amount of the financial liability that result from the remeasurement of the present value of the amount payable upon exercise of non-controlling interest are recognised in the profit or loss attributable to the parent. The entity recognises both the non-controlling interest and the financial liability under the NCI put. It continues to measure non-controlling interests at proportionate share of net assets. If the put option is exercised, the entity accounts for an increase in its ownership interest. At the same time, the entity derecognises the financial liability and recognises an offsetting credit in the same component of equity reduced on initial recognition. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity. De-recognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Restated Consolidated Summary Statements. (iii) Off-setting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Restated Consolidated Summary Statements if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. p. Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average formula, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of fixed production overheads based on normal operating capacity. Costs incurred in bringing each product to its present location and condition are accounted for as follows: a) Raw materials, consumables, stores, spares and packing materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. b) Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. c) Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Goods in transit is measured at the lower of actual cost and net realisable value. Provisions are made towards slow-moving and obsolete items based on historical experience of utilisation on a product category basis, which consideration of product lines and market conditions. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated cost necessary to make the sale. The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials, components and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis. 287Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements q. Segment reporting Operating segments are identified as those components of the Group (a) that engage in business activities to earn revenues and incur expenses (including transactions with any of the Group's other components); (b) whose operating results are regularly reviewed by the Group’s Chief Operating Decision Maker (CODM) to make decisions about resource allocation and performance assessment and (c) for which discrete financial information is available. The accounting policies consistently used in the preparation of Restated Consolidated Summary Statements are also applied to record revenue and expenditure in individual segments. The Group is engaged in the business of manufacturing chip based diagnostic devices, chips and reagents, X-ray equipment's, single / dual detector solutions, etc. The Group is also engaged in the business of developing diagnostics devices and tests in the bio-sensing domain and licensing of technology / patents in order to generate revenue. Accordingly, the Group's activities and business is reviewed regularly by the chief operating decision maker from an overall business perspective, rather than reviewing its products/services as individual standalone components and therefore subject to the same risk and reward and accordingly falls within single business segment. r. Cash and cash equivalents Cash and cash equivalent in the Restated Consolidated Summary Statements comprise cash at banks and on hand and short- term deposits with an original maturity of three months or less that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. For the purpose of the Restated Consolidated Summary Statements of Cashflows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts, as they are considered an integral part of the Group’s cash management. Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. s. Foreign currencies The Restated Consolidated Summary Statements are presented in Indian Rupee (‘₹’), which is also the Group’s functional currency. Transactions in foreign currencies are initially recorded at functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses average rate if the average approximates the actual rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Restated Consolidated Summary Statements. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). t. Corporate social responsibility (‘CSR’) expenditure The Group charges its CSR expenditure during the year to the Restated Consolidated Summary Statements of Profit and Loss. u. Earnings per share The Group presents basic and diluted Earnings per share for its ordinary shares. Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders of the Parent Company by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding 288Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number: U33125GA2000PLC002909 Annexure V- Summary of material accounting policies and explanatory notes to Restated Consolidated Summary Statements during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Parent Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all potential dilutive equity shares. v. Government and other grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is deducted in reporting the related expenses. When the grant relates to an asset, it is recognised by deducting the grant in arriving at the carrying amount of the asset, in which case the grant is recognised in profit or loss as a reduction of depreciation. w. Exceptional items Exceptional Items represents the nature of transactions which are not in recurring nature during the ordinary course of business and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group and lead to increase/ decrease in profit/ loss for the year. x. Climate – related matters The Group considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the Group due to both physical and transition risks. Even though the Group believes its business model and products will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions underpinning several items in the Restated Consolidated Summary Statements. Even though climate-related risks might not currently have a significant impact on measurement, the Group is closely monitoring relevant changes and developments, such as new climate-related legislation. 289Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI Part A: Statement of restatement adjustments to audited consolidated Ind AS financial statements TheaccountingpoliciesappliedasatandforeachoftheyearsendedMarch31,2024andMarch31,2023areconsistentwiththoseadoptedinthepreparationofconsolidatedfinancialstatementsfortheyear ended March 31, 2025. Material Restatement Adjustments: These Restated Consolidated Summary Statements have been compiled from the Statutory Audited Consolidated Financial Statements and (a) there were no changes in accounting policies during the years of these financial statements (b) there were no material amounts which have been adjusted for in arriving at profit/ loss of the respective years; and (c)therewerenomaterialadjustmentsforreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilities,inordertobringtheminlinewiththegroupingsaspertheAudited Consolidated Financial Statements and the requirements of the SEBI Regulations (a) Reconciliation between audited total comprehensive income and restated total comprehensive income: (₹ in Million) Particulars For the year ended March 31, 2025 March 31, 2024 March 31, 2023 A. Audited Total Comprehensive income / (loss) 1,377.98 835.06 (32.80) B. Material restatement adjustments (i) Audit qualifications - - - (ii) Other material adjustments Change in accounting policies - - - Other adjustments - - - Total (B) - - - C. Restated total comprehensive income / (loss) (A+B) 1,377.98 835.06 (32.80) (b) Reconciliation between audited total equity and restated total equity: (₹ in Million) Particulars As at March 31, 2025 March 31, 2024 March 31, 2023 A. Audited total equity 9,672.85 8,288.37 7,373.41 B. Material restatement adjustments (i) Audit qualifications - - - (ii) Other material adjustments Change in accounting policies - - - Other adjustments - - - Total (B) - - - C. Restated total equity (A+B) 9,672.85 8,288.37 7,373.41 Part B: Material regrouping Appropriate regroupings have been made in the Restated Consolidated Summary Statements of Assets and Liabilities, Restated Consolidated Summary Statements of Profit and Loss and Restated Consolidated SummaryStatementsofCashFlows,whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringtheminlinewiththeaccounting policiesandclassificationaspertheIndASfinancialinformationoftheCompanyrespectivelypreparedinaccordancewithScheduleIIIofCompaniesAct,2013,requirementsofIndAS1andother applicable Ind AS principles and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended. (This space has been intentionally left blank) 290Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI Part C: Non adjusting events Audit qualifications for the respective years, which do not require any adjustments in the restated consolidated summary statements are as follows: (a)Auditor'sreportsfortheyearendedMarch31,2025includesothermatterparagraphandotherlegalandregulatoryrequirementsparagraphandAuditor'sreportfortheeachoftheyearendedMarch31, 2024andMarch31,2023,includesemphasisofmatters,othermattersparagraphandotherlegalandregulatoryrequirementsparagraph,whichdonotrequireanycorrectiveadjustmentintheRestated Consolidated Summary Statements. (b)OtherauditqualificationsincludedintheannexuretotheAuditors’reportsissuedunderCompanies(Auditor’sReport)Order,2020,ontheconsolidatedfinancialstatementsfortheyearendedMarch31, 2025, March 31, 2024 and March 31, 2023 which do not require any corrective adjustment in the Restated Consolidated Summary Statements. (c)OtherauditqualificationsincludedintheAnnexuretotheauditors'reportissuedunderSection143(3)(i)oftheActontheauditofInternalFinancialControlswhichdonotrequireanyadjustmentsinthe Restated Consolidated Summary Statements. (A) Emphasis of matters, Other matters paragraph and Other Legal and Regulatory Requirements of auditor's report As at and for the year ended March 31, 2025 1. The auditor's report includes the following Other Matters Paragraphs - Wedidnotauditthefinancialstatementsandotherfinancialinformation,inrespectoffivesubsidiaries,whosefinancialstatementsinclude(beforeadjustmentsonconsolidation)totalassetsof₹1,478.77 millionasatMarch31,2025,totalrevenuesof₹739.06millionandnetcashinflowsof₹0.89millionfortheyearendedonthatdate.Thesefinancialstatementsandotherfinancialinformationhavebeen auditedbyotherauditors,whosefinancialstatements,otherfinancialinformationandauditor’sreportshavebeenfurnishedtousbythemanagement.TheconsolidatedIndASfinancialstatementsalsoinclude theGroup’sshareofnetlossof₹19.70millionfortheyearendedMarch31,2025,asconsideredintheconsolidatedIndASfinancialstatements,inrespectoftwoassociates,whosefinancialstatements,other financialinformationhavebeenauditedbyotherauditorsandwhosereportshavebeenfurnishedtousbytheManagement.OuropinionontheconsolidatedIndASfinancialstatements,insofarasitrelates totheamountsanddisclosuresincludedinrespectofthesesubsidiariesandassociates,andourreportintermsofsub-sections(3)ofSection143oftheAct,insofarasitrelatestotheaforesaidsubsidiaries and associates, is based solely on the reports of such other auditors OuropinionaboveontheconsolidatedIndASfinancialstatements,andourreportonOtherLegalandRegulatoryRequirementsbelow,isnotmodifiedinrespectoftheabovematterswithrespecttoour reliance on the work done and the reports of the other auditors. 2.ModificationinOtherLegalandRegulatoryRequirementsincludedintheauditor’sreportontheconsolidatedIndASfinancialstatementsoftheCompanyasatandforyearendedMarch31, 2025, which do not require any corrective adjustments in the Restated Consolidated Summary Statements - Clause 2(b) of Report on Other Legal and Regulatory Requirements of auditor's report Inouropinion,properbooksofaccountasrequiredbylawrelatingtopreparationoftheaforesaidconsolidationofthefinancialstatementshavebeenkeptbythegroupsofarasitappearsfromour examinationofthosebooksandreportsoftheotherauditorsexcept,asdetailedinnote46totheconsolidatedIndASfinancialstatements,withregardstobackupofthebooksofaccountandotherbooksand papersmaintainedinelectronicmodeandasdetailedinnote47totheconsolidatedIndASfinancialstatementsforthemattersstatedintheparagraph(f)and(i)(vi)belowonreportingunderRule11(g)ofthe Companies (Audit and Auditors) Rules, 2014, as amended. Clause 2(i)(vi) of Report on Other Legal and Regulatory Requirements of auditor's report BasedonourexaminationwhichincludedtestchecksandthatperformedbytherespectiveauditorsofthesubsidiariesandassociateswhicharecompaniesincorporatedinIndiawhosefinancialstatements havebeenauditedundertheAct,exceptfortheinstancesdiscussedinnote47totheconsolidatedIndASfinancialstatements,theHoldingCompany,subsidiariesandassociateshaveusedaccounting softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftware. Further,duringthecourseofouraudit,weandrespectiveauditorsoftheabovereferredsubsidiariesandassociatesdidnotcomeacrossanyinstanceofaudittrailfeaturebeingtamperedinrespectofother accounting software where audit trail has been enabled. Additionally,theaudittrailofrelevantprioryearhasbeenpreservedbytheHoldingCompanyandtheabovereferredsubsidiariesandassociatesasperthestatutoryrequirementsforrecordretention,tothe extent it was enabled and recorded as stated in note 47 to the consolidated Ind AS financial statements. As at and for the year ended March 31, 2024 The auditor's opinion is not modified in respect of these matters: 1. The auditor's report includes the following Emphasis of Matter Paragraphs - Wedrawattentiontonote7intheaccompanyingconsolidatedIndASfinancialstatementsasregardstheearnestmoneydeposits(‘EMD’)of₹199.00MillionmadebyPrognosysMedicalSystemsPrivate Limited(‘PMS’),asubsidiary.PMShadsufferedafraudasregardsmisappropriationofearnestmoneydeposits(‘EMD’)madebyPMSpriortotheHoldingCompany’sinvestmentinPMSduringtheprevious year.TheGrouphasmadeaprovisionof₹199.00MillionagainsttheaforesaiddepositasatMarch31,2024andistakinglegalrecoursetorecovertheEMDandisconfidentofrecoverybasedonthevarious legal actions taken by the Group. Our opinion is not modified in respect of this matter. 2. The auditor's report includes the following Other Matters Paragraphs - Wedidnotauditthefinancialstatementsandotherfinancialinformation,inrespectof5subsidiaries,whosefinancialstatementsinclude(beforeadjustmentsonconsolidation)totalassetsof₹1,247.29 MillionasatMarch31,2024,totalrevenuesof₹875.46Millionandnetcashoutflowsof₹5.71millionfortheyearendedonthatdate.Thesefinancialstatementandotherfinancialinformationhavebeen auditedbyotherauditors,whosefinancialstatements,otherfinancialinformationandauditor’sreportshavebeenfurnishedtousbythemanagement.TheconsolidatedIndASfinancialstatementsalsoinclude theGroup’sshareofnetlossof₹0.17MillionfortheyearendedMarch31,2024,asconsideredintheconsolidatedIndASfinancialstatements,inrespectofanassociate,whosefinancialstatements,other financialinformationhavebeenauditedbyotherauditorsandwhosereportshavebeenfurnishedtousbytheManagement.OuropinionontheconsolidatedIndASfinancialstatements,insofarasitrelates totheamountsanddisclosuresincludedinrespectofthesesubsidiariesandassociate,andourreportintermsofsub-sections(3)ofSection143oftheAct,insofarasitrelatestotheaforesaidsubsidiaries and its associate, is based solely on the reports of such other auditors. OuropinionaboveontheconsolidatedIndASfinancialstatements,andourreportonOtherLegalandRegulatoryRequirementsbelow,isnotmodifiedinrespectoftheabovematterswithrespecttoour reliance on the work done and the reports of the other auditors. 3.ModificationinOtherLegalandRegulatoryRequirementsincludedintheauditor’sreportontheconsolidatedIndASfinancialstatementsoftheCompanyasatandforyearendedMarch31,2024,which do not require any corrective adjustments in the Restated Consolidated Summary Statements - 291Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (A) Emphasis of matters, Other matters paragraph and Other Legal and Regulatory Requirements of auditor's report (Continued) Clause 2(b) of Report on Other Legal and Regulatory Requirements of auditor's report Inouropinion,properbooksofaccountasrequiredbylawrelatingtopreparationoftheaforesaidconsolidationofthefinancialstatementshavebeenkeptbytheGroupsofarasitappearsfromour examination of those books and reports of the other auditors except as disclosed in note 45 to the consolidated Ind AS financial statements: (i)withrespecttoHoldingCompanyandonesubsidiary,thebackupofthebooksofaccountsandotherbooksandpapersmaintainedinelectronicmodehasnotbeenmaintainedonserversphysicallylocated in India on daily basis; (ii) for the matters stated in the paragraph (j)(vi) below on reporting under Rule 11(g); Clause 2(j)(iv)(a) of Report on Other Legal and Regulatory Requirements of auditor's report TherespectivemanagementsoftheHoldingCompanyanditssubsidiariesanditsassociate,whicharecompaniesincorporatedinIndiawhosefinancialstatementshavebeenauditedundertheActhave representedtousandtheotherauditorsofsuchsubsidiariesanditsassociaterespectivelythat,tothebestofitsknowledgeandbelief,otherthanasdisclosedinthenote41(vi)totheconsolidatedIndAS financialstatements,nofundshavebeenadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumoranyothersourcesorkindoffunds)bytheHoldingCompanyoranyofsuch subsidiariesanditsassociate,toorinanyotherpersonsorentities,includingforeignentities(“Intermediaries”),withtheunderstanding,whetherrecordedinwritingorotherwise,thattheIntermediaryshall, whether,directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftherespectiveHoldingCompanyoranyofsuchsubsidiariesanditsassociate (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; Clause 2(j)(vi) of Report on Other Legal and Regulatory Requirements of auditor's report BasedonourexaminationwhichincludedtestchecksandthatperformedbytherespectiveauditorsofthesubsidiariesanditsassociatewhicharecompaniesincorporatedinIndiawhosefinancialstatements havebeenauditedundertheAct,exceptfortheinstancesdiscussedinnote46totheconsolidatedIndASfinancialstatements,theHoldingCompany,subsidiaries,anditsassociatehaveusedaccounting softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftware. Further,duringthecourseofouraudit,weandrespectiveauditorsoftheabovereferredsubsidiariesandassociatedidnotcomeacrossanyinstanceofaudittrailfeaturebeingtamperedinrespectofthe accounting software where audit trail has been enabled. As at and for the year ended March 31, 2023 The auditor's opinion is not modified in respect of these matters 1. The auditor's report includes the following Emphasis of Matter Paragraphs - WedrawattentiontoNote6intheaccompanyingconsolidatedfinancialstatementsasregardstheearnestmoneydeposits(‘EMD’)of₹199.00MillionmadebyPrognosysMedicalSystemsPrivateLimited (‘PMS’),asubsidiary.PMShassufferedafraudasregardsmisappropriationofearnestmoneydeposits(‘EMD’)madebyPMSpriortotheHoldingCompany’sinvestmentinPMSduringthecurrentyear.The Grouphasaprovisionof₹100.00MillionagainsttheaforesaiddepositasatMarch31,2023andistakinglegalrecoursetorecovertheEMDandisconfidentofrecoverybasedonthevariouslegalactions taken by the Group. Our opinion is not modified in respect of this matter. 2. The auditor's report includes the following Other Matters Paragraphs - (a)Wedidnotauditthefinancialstatementsandotherfinancialinformation,inrespectof4subsidiaries,whosefinancialstatementsincludetotalassetsof₹797.51MillionasatMarch31,2023,total revenuesof₹Nilandnetcashflowsof₹Nilfortheyearendedonthatdate.Thesefinancialstatementsandotherfinancialinformationhavebeenauditedbyotherauditors,whosefinancialstatements,other financialinformationandauditor’sreportshavebeenfurnishedtousbythemanagement.TheconsolidatedIndASfinancialstatementsalsoincludetheGroup’sshareofnetprofit/lossof₹Nilfortheyear endedMarch31,2023,asconsideredintheconsolidatedfinancialstatements,inrespectofanassociate(consolidatedwitheffectfromFebruary13,2023),whosefinancialstatements,otherfinancial informationhavebeenauditedbyotherauditorsandwhosereportshavebeenfurnishedtousbytheManagement.OuropinionontheconsolidatedIndASfinancialstatements,insofarasitrelatestothe amountsanddisclosuresincludedinrespectofthesesubsidiariesandassociate,andourreportintermsofsub-sections(3)ofSection143oftheAct,insofarasitrelatestotheaforesaidsubsidiariesand associate, is based solely on the reports of such other auditors. (b)TheaccompanyingconsolidatedIndASfinancialstatementsincludeunauditedfinancialstatementsandotherunauditedfinancialinformationinrespectof1subsidiary(consolidatedwitheffectfrom March01,2023),whosefinancialstatementsandotherfinancialinformationreflecttotalrevenuesof₹58.91Millionandnetcashinflowsof₹5.72Millionfortheyearendedonthatdate.Theseunaudited financialstatementsandotherunauditedfinancialinformationhavebeenfurnishedtousbythemanagement.Ouropinion,insofarasitrelatesamountsanddisclosuresincludedinrespectofthissubsidiary, andourreportintermsofsub-sections(3)ofSection143oftheActinsofarasitrelatestotheaforesaidsubsidiary,isbasedsolelyonsuchunauditedfinancialstatementsandotherunauditedfinancial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group. OuropinionaboveontheconsolidatedIndASfinancialstatements,andourreportonOtherLegalandRegulatoryRequirementsbelow,isnotmodifiedinrespectoftheabovematterswithrespecttoour reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management. 3. Modification in Other Legal and Regulatory Requirements included in the auditor’s report on the consolidated Ind AS financial statements of the Company as at and for year ended March 31, 2023, which do not require any corrective adjustments in the Restated Consolidated Summary Statements: Clause 2(b) of Report on Other Legal and Regulatory Requirements of auditor's report Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfromourexaminationofthosebooksexceptthattheCompanydoesnothaveserverphysically located in India for the daily backup of the books of account and other books and papers maintained in electronic mode. (This space has been intentionally left blank) 292Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B)Observations/commentsincludedintheAnnexureItotheauditors'reportissuedunderCompanies(Auditor'sReport)Order,2020,whichdonotrequireanyadjustmentsintheRestated Consolidated Summary Statements are as follows: For the year ended March 31, 2025: Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) (Standalone) Clause 3(i)(a)(A) TheCompanyhasmaintainedproperrecordsshowingfullparticulars,includingquantitativedetailsandsituationofproperty,plantandequipment,investmentpropertyandrelevantdetailsofRight-of-use assets, except that the records for property, plant and equipment are maintained for group of similar assets and not for each individual asset. Clause 3(ii)(b) AsdisclosedinNote16totheaccompanyingstandaloneIndASfinancialstatements,theCompanyhasbeensanctionedworkingcapitallimitsinexcessof₹fivecroresinaggregatefrombanksduringtheyear onthebasisofsecurityofcurrentassetsoftheCompany.TheCompanydoesnothaveaprocessofpreparingthefinancialstatementsonaquarterlybasis.Accordingly,thequarterlystatementsfiledbythe Company with such banks cannot be reconciled with the audited/ reviewed books of accounts of the Company and hence we are unable to comment on the same. Clause 3(iii)(e) TheCompanyhadgrantedloanstocompanies,whichhadfallendueduringtheyearandtheCompanyhadrenewedthoseexistingloansduringtheyeartotherespectivepartiestosettlethedueswhichhad fallen due for the existing loans. The aggregate amount of such dues renewed and percentage of the aggregate to the total loans are as follows: Name of Parties (A) Aggregate amount of loans and Aggregate dues settled by renewal or Percentage of the aggregate to the total advances in the nature of loans granted extension or by fresh loans granted to same loans or advances in the nature of loans during the year (B) parties (C) granted during the year (D=C/B) Prognosys Medical Systems Private Limited ₹ 259.00 Million ₹ 179.03 Million 69.12% Clause 3(vii)(a) Undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees’stateinsurance,income-tax,customduty,cessandothermaterialstatutorydues,asapplicabletotheCompany,have generallybeenregularlydepositedwiththeappropriateauthoritiesthoughtherehavebeenslightdelaysinfewcases.Accordingtotheinformationandexplanationsgiventousandbasedonauditprocedures performedbyus,undisputedduesinrespectofgoodsandservicestax,professionaltax,providentfund,employees’stateinsurance,income-tax,servicetax,sales-tax,dutyofcustom,dutyofexcise,value added tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows: Statement of Arrears of Statutory Dues Outstanding for More than Six Months Name of the Statute Nature of the Dues Amount (₹) Period to which Due Date Date of Payment Remarks, if any the amount relates Employees’ State Employees’ State ₹ 3.49 Million FY 2019-20 to - June 23, 2025 Paid as per order from Insurance Act, 1948 Insurance Act, 1948 FY 2024-25 ESIC department. Employees’ State Employees’ State ₹ 1.95 Million FY 2020-21 - - Not paid as on date. Insurance Act, 1948 Insurance Act, 1948 Clause 3(vii)(b) Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,incometax,salestax,servicetax,customduty,exciseduty,valueaddedtax,cessandotherstatutorydueswhichhavenotbeen deposited on account of any dispute, are as follows: Name of the Statute Nature of the Dues Amount of Period to which the amount relates Forum where it is pending dispute (₹)3 Income tax Act, 1961 Income tax -1 FY 2017-18 Commissioner of Income Tax (Appeals) CGST Act, 2017 Goods and services tax ₹ 140.11 Million2FY 2017-18 to FY 2020-21 Appellate Authority Customs Act, 1962 Custom Duty ₹ 0.70 MillionFY 2012-13 Commissioner of Income Tax (Appeals) Customs Act, 1962 Custom Duty ₹ 0.47 Million FY 2017-18 to FY 2018-19 The Commissioner of Customs (Imports) Central Sales Tax, 1944 Value added tax ₹ 0.45 Million FY 2016-17 Appellate Authority Income tax Act, 1961 Income tax ₹ 52.21 Million2FY 2022-23 Commissioner of Income Tax (Appeals) CGST Act, 2017 Goods and services tax ₹ 173.13 Million FY 2021-22 to FY 2022-23 Assistant Commissioner of Central GST 1. Demand of ₹ Nil has been raised for FY 2017-18, however the brought forward loss has been disallowed which may impact tax liabilities for future years. 2. Demands paid under protest amounting to ₹ 58.20 Million have not been adjusted in the above table. 3. Excludes additional interest and penalty, if any, at the time of final outcome of the appeals. Clause 3(ix)(a) TheCompanyhasdelayedinrepaymentofduestofinancialinstitutions,banks,Government/debentureholdersandotherlendersduringtheyearasstatedbelow.Thismatterhasbeendisclosedinnote16to the accompanying standalone Ind AS financial statements: Nature of borrowing, including debtName of lender Amount not paid onWhether principal orNo.ofdaysdelayorRemarks, if any securities due date interest unpaid Vehicle Loans Benz Financial Services India Private ₹ 1.74 Million Principal and interest 1 day 1 instalment Limited Term Loan Tata Capital ₹ 28.13 Million Principal and interest 1 day 3 instalments Clause 3(ix)(d) OnanoverallexaminationoftheaccompanyingstandaloneIndASfinancialstatementsoftheCompany,theCompanyhasusedfundsraisedonshort-termbasisintheformofcashcreditfacilityfrombanks aggregatingto₹772.86Millionforlong-termpurposesrepresentingacquisitionofpropertyplantandequipment(includingcapitalwork-in-progress),investmentinanassociate,loanstorelatedpartiesand repayment of loans. Clause 3(xi)(a) Wehavebeeninformedthatthetwoexternalpartieshadmisappropriatedfundsamountingto₹4.43Millionduringtheyearunderaudit.Investigationsareinprogress.Accordingtotheinformationand explanation given to us and based on the audit procedures performed by us, no fraud by the Company has been noticed or reported during the year. 293Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B) Observations / comments included in the Annexure I to the auditors' report issued under Companies (Auditor's Report) Order, 2020, which do not require any adjustments in the Restated Consolidated Summary Statements (continued) Bigtec Private Limited Clause 3(i)(a)(A) TheCompanyhasmaintainedproperrecordsshowingfullparticulars,includingquantitativedetailsandsituationofproperty,plantandequipmentandrelevantdetailsofright-of-useassets,exceptthatthe records for property, plant and equipment are maintained for group of similar assets and not for each individual asset. Clause 3(iii)(c) Inrespectoftheinterestfreeadvanceinthenatureofloangrantedtocompaniesduringearlieryears,thescheduleofrepaymentofprincipalhasnotbeenstipulatedintheagreement.Hence,weareunableto makeaspecificcommentontheregularityofrepaymentofprincipalinrespectofsuchloanandfurthertheaforesaidadvancesinthenatureofloanhasbeenwrittenoffbytheCompanyduringthecurrent year. Clause 3(iii)(d) The following amounts overdue for more than ninety days from companies to whom advance in nature of loan has been granted have been written off during the current year: Name of the entity Amount Overdue Bigtec Healthcare Private Limited ₹ 0.38 Million Remfuel Bioenergy Private Limited ₹ 0.67 Million Deciphar Life Sciences Private Limited ₹ 1.53 Million Clause 3(iii)(e) As tabulated in clause 3(iii)(d) above, advance in the nature of loan granted by the Company had fallen due and have been written off during the current year. Clause 3(iii)(f) Asdisclosedinnote6totheaccompanyingIndASfinancialstatements,theCompanyhadgrantedadvancesinthenatureofloansintheearlieryears,withoutspecifyinganytermsorperiodofrepaymentto companies.Ofthesefollowingarethedetailsoftheaggregateamountofadvancesinthenatureofloansgrantedtopromotersorrelatedpartiesasdefinedinclause(76)ofsection2oftheCompaniesAct, 2013: Particulars All Parties Promoters Related Parties Aggregate amount of advances in nature of ₹ 2.58 Million - ₹ 2.58 Million loans - without specifying any terms or period of repayment Percentage of advances in nature of loans to the 100% - 100% total loans TheCompanyhasnotgrantedanyloansoradvancesinthenatureofloans,eitherrepayableondemandorwithoutspecifyinganytermsorperiodofrepaymenttofirms,LimitedLiabilityPartnershipsorany other parties. Clause 3(iv) Asdetailedinnote6totheaccompanyingIndASfinancialstatements,theCompanyhadgivenloanstoCompaniesinwhichtheDirectorisinterestedandwhichwasnotincompliancewithsection185ofthe Companies Act, 2013 and the details are tabulated below: NameofpartytowhomCompanyadvancedNature of non-compliance Maximum amount outstanding during the yearBalance as at advances in the nature of loan Balance sheet date Associate Advanced without special resolution - Bigtec Healthcare Private and the terms and conditions are ₹ 0.38 Million Nil prejudicial to the interest of the Fellow subsidiaries Company Nil -Remfuel Bioenergy Private Limited ₹ 0.67 Million Nil -Deciphar Life Sciences Private Limited ₹ 1.53 Million Clause 3(vii)(a) Undisputedstatutoryduesincludinggoodsandservicestax,professionaltax,employees’stateinsurance,income-tax,customduty,cessandothermaterialstatutorydues,asapplicabletotheCompany,have generallybeenregularlydepositedwiththeappropriateauthoritiesexceptincaseofprovidentfundandtaxdeductedatsourcewherethedueshavenotbeenregularlydepositedwiththeappropriate authoritiesandtherehavebeenseriousdelaysinlargenumberofcases.Accordingtotheinformationandexplanationsgiventousandbasedonauditproceduresperformedbyusexceptforprovidentfund duespriortoregistrationwiththeauthoritiesdoneduringthecurrentyear,nootherundisputedamountspayableinrespectofthesestatutorydues,whichwereoutstandingattheyearend,foraperiodofmore than six months from the date they became payable. Clause 3(vii)(b) Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,income-tax,sales-tax,servicetax,customduty,exciseduty,valueaddedtax,cess,andotherstatutorydueswhichhavenot been deposited on account of any dispute, are as follows: Name of the Statute Nature of the Dues Amount of Period to which the amount relates Forum where it is pending dispute** Income tax Act, 1961 Income tax ₹ 2.32 Million FY 2017-18*, FY 2014-15 Commissioner of Income Tax (Appeals) Income tax Act, 1961 Income tax ₹ 164.56 Million FY 2020-21 The Assessing Officer * Demand of ₹ Nil has been raised for FY 2016-17, however the brought forward loss of ₹ 110.73 Million has been disallowed which may impact tax liabilities for future years. ** Excludes additional interest and penalty, if any, at the time of final outcome of the appeals. Clause 3(xi)(a) Accordingtotheinformationandexplanationgiventousandbasedontheauditproceduresperformedbyus,nofraudbytheCompanyhasbeennoticedorreportedduringtheyear.Further,duringthe previous year an employee of the Company had misappropriated funds amounting to ₹ 6.09 million for which investigations are in progress and the employee has been dismissed and arrested. 294Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B) Observations / comments included in the Annexure I to the auditors' report issued under Companies (Auditor's Report) Order, 2020, which do not require any adjustments in the Restated Consolidated Summary Statements (continued) Prognosys Medical Systems Private Limited Clause 3(ii)(b) AsdisclosedinNote20tothestandaloneIndASfinancialstatements,theCompanyhasbeensanctionedworkingcapitallimitsinexcessof₹5crores,inaggregate,atdifferentpointsoftimeduringtheyear, frombanksorfinancialinstitutionsonthebasisofsecurityofCorporateguaranteeissuedbyMolbioDiagnosticspvtltd.Inouropinionandaccordingtotheinformationandexplanationsgiventous,the quarterlyreturnsorstatementscomprisingstockstatements,bookdebtstatementsandotherstipulatedfinancialinformationfiledbytheCompanywithsuchbanksorfinancialinstitutionsarenotinagreement with the books of accounts of the Company, following discrepancies were noted - (₹ in Million) Reconciliation of Closing Stock Statements Submitted to Banks Month Amount Disclosed Amount as per Difference Management Comments on Discrepancies in returns / Books of Accounts Statements / Trial Balance 31-01-2025 3.61 2.71 0.90 Timing difference in passing entries and submission of Stock statements 28-02-2025 4.07 3.04 1.03 Timing difference in passing entries and submission of Stock statements (₹ in Million) Reconciliation of Book Debts Submitted to Banks Month Amount disclosed in Amount as per Difference Management comments on discrepancies returns / Statements Books of Accounts / Trial Balance 30-04-2024 6.59 6.33 0.26 Timing difference in passing entries and submission of Stock statements 31-05-2024 5.75 5.52 0.23 Timing difference in passing entries and submission of Stock statements 30-06-2024 5.80 5.59 0.21 Timing difference in passing entries and submission of Stock statements 30-11-2024 2.23 2.07 0.16 Timing difference in passing entries and submission of Stock statements 31-01-2025 2.06 1.91 0.15 Timing difference in passing entries and submission of Stock statements Clause 3(xvii) The Company has incurred cash losses of ₹ 15.00 Million in the financial year and of Rs. 64.70 Million in the immediately preceding financial year. Clause 3(xix) Onthebasisofthefinancialratios,ageingandexpecteddatesofrealizationoffinancialassetsandpaymentoffinancialliabilities,otherinformationaccompanyingthefinancialstatements,theauditor’s knowledgeoftheBoardofDirectorsandmanagementplans,weexpressthatthereismaterialuncertaintyasonthedateoftheauditreportthatcompanyiscapableofmeetingitsliabilitiesexistingatthedate ofbalancesheetasandwhentheyfallduewithinaperiodofoneyearfromthebalancesheetdate,howevertheholdingcompanyas issuedaletterofcomfort,committingtoprovidefinancialsupporttothe company, ensuring its ability to meet obligations as they fall due. Prognosys Healthcare (India) Private Limited Clause 3(xvii) The Company has not incurred cash losses in the financial year ended March 31, 2025. However, it incurred cash losses amounting to ₹ 5.60 Million in the immediately preceeding financial year. Clause 3(xix) Onthebasisofthefinancialratios,ageingandexpecteddatesofrealizationoffinancialassetsandpaymentoffinancialliabilities,otherinformationaccompanyingthefinancialstatements,theauditor's knowledgeoftheBoardofDirectorsandmanagementplans,weexpressthatthereismaterialuncertaintyasonthedateoftheauditreportthatcompanyiscapableofmeetingitsliabilitiesexistingatthedate ofbalancesheetasandwhentheyfallduewithinaperiodofoneyearfromthebalancesheetdate,howevertheholdingcompanyhasissuedaletterofcomfort,committingtoprovidefinancialsupporttothe company, ensuring its ability to meet obligations as they fall due. For the year ended March 31, 2024: Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) (Standalone) Clause 3(i)(a)(A) TheCompanyhasmaintainedproperrecordsshowingfullparticulars,includingquantitativedetailsandsituationofproperty,plantandequipment,investmentpropertyandrelevantdetailsofright-of-use assets, except that the records for property, plant and equipment are maintained for group of similar assets and not for each individual asset. Clause 3(i)(b) Property, Plant and Equipment, investment property and right-of-use assets have not been physically verified by the management during the year. Hence, we are unable to comment on the discrepancies, if any. Clause 3(ii)(b) AsdisclosedinNote16totheaccompanyingstandaloneIndASfinancialstatements,theCompanyhasbeensanctionedworkingcapitallimitsinexcessofRs.fivecroresinaggregatefrombanksduringthe yearonthebasisofsecurityofcurrentassetsoftheCompany.TheCompanydoesnothaveaprocessofpreparingthefinancialstatementsonaquarterlybasis.Accordingly,thequarterlystatementsfiledby the Company with such banks cannot be reconciled with the audited/ reviewed books of accounts of the Company and hence we are unable to comment on the same. 295Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B) Observations / comments included in the Annexure I to the auditors' report issued under Companies (Auditor's Report) Order, 2020, which do not require any adjustments in the Restated Consolidated Summary Statements (continued) Clause 3(iii)(b) Duringtheyeartheinvestmentsmade,guaranteesprovided,securitygivenandthetermsandconditionsofthegrantofallloansandadvancesinthenatureofloans,investmentsandguaranteestocompanies, firms,LimitedLiabilityPartnershipsoranyotherparties,asapplicable,arenotprejudicialtotheCompany'sinterestexceptthattheCompanyhasaprovisionfordiminutioninvalueofinvestmentof₹102.62 Million during the year ended March 31, 2024. These provisions have been prejudicial to the Company’s interest. Clause 3(iii)(e) TheCompanyhadgrantedloanstocompanies,whichhadfallendueduringtheyearandtheCompanyhadrenewedthoseexistingloansduringtheyeartotherespectivepartiestosettlethedueswhichhad fallen due for the existing loans. The aggregate amount of such dues renewed and percentage of the aggregate to the total loans are as follows: Name of Parties (A) Aggregate amount of loans andAggregate dues settled by renewal orPercentage of the aggregate to the total advancesinthenatureofloansgrantedextensionorbyfreshloansgrantedtosameloans or advances in the nature of loans during the year (B) parties (C) granted during the year (D=C/B) Prognosys Medical Systems Private Limited ₹ 130.00 Million ₹ 50.00 Million 38.46% Bigtec Private Limited* ₹ 417.50 Million ₹ 539.99 Million 100.00% * The Company had outstanding loan amounting to₹ 122.49 Million as at March 31, 2023. Clause 3(vii)(a) Undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees’stateinsurance,income-tax,customduty,cessandothermaterialstatutorydues,asapplicabletotheCompany,have notbeenregularlydepositedwiththeappropriateauthoritiesandtherehavebeenaseriousdelaysinlargenumberofcases.Accordingtotheinformationandexplanationsgiventousandbasedonaudit proceduresperformedbyus,noundisputedduesinrespectofgoodsandservicestax,professionaltax,providentfund,employees’stateinsurance,income-tax,servicetax,sales-tax,dutyofcustom,dutyof excise, value added tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable. Clause 3(vii)(b) Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,incometax,salestax,servicetax,customduty,exciseduty,valueaddedtax,cessandotherstatutorydueswhichhavenotbeen deposited on account of any dispute, are as follows: Name of the Statute Nature of the Dues Amount of Period to which the amount relates Forum where it is pending dispute (₹) Income tax Act, 1961 Income tax -* FY 2017-18 Commissioner of Income Tax (Appeals) CGST Act, 2017 Goods and services tax ₹ 115.43 MillionFY 2017-18 to FY 2020-21 Joint Commissioner of CGST CGST Act, 2017 Goods and services tax ₹ 24.68 Million**FY 2017-18 to FY 2020-21 Appellate Authority Customs Act, 1962 Custom Duty ₹ 0.70 MillionFY 2012-13 Commissioner of Customs (Appeals) Customs Act, 1962 Custom Duty ₹ 0.47 Million FY 2017-18 to FY 2018-19 The Commissioner of Customs (Imports) Central Sales Tax, 1944 Value added tax ₹ 0.45 Million FY 2016-17 Appellate Authority * Demand of ₹ Nil has been raised for FY 2017-18, however the brought forward loss has been disallowed which may impact tax liabilities for future years. ** Further, demands paid under protest amounting to ₹ 15.17 Million have not been adjusted in the above table. Excludes additional interest and penalty, if any, at the time of final outcome of the appeals. Clause 3(ix)(a) TheCompanyhasdefaultedinrepaymentofduestofinancialinstitutions,banksandGovernment/ debentureholdersduringtheyearasstatedbelow.Thismatterhasbeendisclosedinnote16tothe accompanying standalone Ind AS financial statements: Nature of borrowing, Name of lender Amount not paid Whether No. of days delay or Remarks, if any including debt securities on due date principal or unpaid interest Vehicle Loans HDFC Bank ₹ 0.03 Million Principal and 15 days 1 instalment interest Clause 3(ix)(d) OnanoverallexaminationoftheaccompanyingstandaloneIndASfinancialstatementsoftheCompany,theCompanyhasusedfundsraisedonshort-termbasisintheformofcashcreditfacilityfrombanks aggregating to ₹ 234.66 Million for long-term purposes representing acquisition of property plant and equipment , investment property and repayment of loans. Clause 3(xi)(a) Accordingtotheinformationandexplanationgiventousandbasedontheauditproceduresperformedbyus,nofraudbytheCompanyornomaterialfraudontheCompanyhasbeennoticedorreported duringtheyear.Further,asdisclosedinnote43totheaccompanyingstandaloneIndASfinancialstatement,wehavebeeninformedthatsubsequenttotheyear-end,twofraudsontheCompanywerenoted, that were executed by external parties resulting in loss of ₹ 4.43 Million. The management has initiated necessary actions. Clause 3(xiv) (a)ThoughtheCompanyisrequiredtohaveaninternalauditsystemundersection138oftheAct,itdoesnothavetheinternalauditsystemcommensuratewiththesizeandnatureofthebusinessofthe Company. (b) We were unable to obtain any of the internal audit reports of the Company, hence the internal audit reports have not been considered by us. 296Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B)Observations/commentsincludedintheAnnexureItotheauditors'reportissuedunderCompanies(Auditor'sReport)Order,2020,whichdonotrequireanyadjustmentsintheRestated Consolidated Summary Statements (continued) Clause 3(xx) (a)Inrespectofotherthanongoingproject,theCompanyhasnottransferredunspentamounttoafundspecifiedinScheduleVIItotheAct,withinaperiodofsixmonthsfromendofthefinancialyearin compliance with second proviso to sub section (5) of section 135 of the Act as disclosed in Note 41 to the accompanying standalone Ind AS financial statements as follows: Financial year Amount unspent on corporate socialAmounttransferredtoFundspecifiedinAmount transferred after due date responsibility activities for other thanScheduleVIIwithinsixmonthsendof ongoing projects the financial year 2021-22 ₹ 32.49 Million - - 2022-23 ₹ 52.04 Million - - (b) Inrespectofongoingprojects,theCompanyhasnottransferredunspentamounttoaspecialaccount,withinaperiodofthirtydaysfromendofthefinancialyearincompliancewithsection135(6)ofthe Companies Act as disclosed in Note 41 to the accompanying standalone Ind AS financial statements, stated as follows: Financial year Amount unspent on corporate socialAmounttransferredtoSpecialAccountAmounttransferredafterduedateonAugust responsibility activities for ongoingwithin 30 days from the end of the26, 2024 projects financial year 2023-24 ₹ 56.14 Million - ₹ 56.14 Million Bigtec Private Limited Clause 3(i)(a) (A)TheCompanyhasmaintainedproperrecordsshowingfullparticulars,includingquantitativedetailsandsituationofproperty,plantandequipmentandrelevantdetailsofright-of-useassets,exceptthatthe records for property, plant and equipment are maintained for group of similar assets and not for each individual asset. (B) The Company has not maintained proper records showing full particulars of intangible assets. Clause 3(iii) (b)DuringtheyeartheCompanyhasnotmadeinvestments,providedguarantees,providedsecurityandgrantedloansandadvancesinthenatureofloanstocompanies,firms,LimitedLiabilityPartnershipsor anyotherparties.However,theadvancesgiveninthenatureofloanoutstandingasatbalancesheetdateamountingto₹2.58MillionbytheCompanytoitsassociateandfellowsubsidiariesandtheirterms andconditionsareprejudicialtotheCompany’sinterestonaccountofthefactthatthesameisadvancedwithoutobtainingrequisiteapprovalsasrequiredundersection185oftheCompaniesAct2013and theloanshavebeengrantedataninterestrateofNilperannumwhichissignificantlylowerthanthecostoffundstotheCompanyandtheaforesaidadvancesinthenatureofloanhasbeenprovidedbythe Company during the previous years. (c)Inrespectoftheinterestfreeadvanceinthenatureofloangrantedtocompanies,thescheduleofrepaymentofprincipalhasnotbeenstipulatedintheagreement.Hence,weareunabletomakeaspecific comment on the regularity of repayment of principal in respect of such loan and further the aforesaid advances in the nature of loan has been provided by the Company during the previous years. (d)Thefollowingamountsareoverdueformorethanninetydaysfromcompaniestowhomadvanceinnatureofloanhasbeengranted,andreasonablestepshavenotbeentakenbytheCompanyforrecovery of the overdue amount. Name of the entity Amount Overdue Bigtec Healthcare Private Limited ₹ 0.38 Million Remfuel Bioenergy Private Limited ₹ 0.67 Million Deciphar Life Sciences Private Limited ₹ 1.53 Million (e) As tabulated in clause iii(d) above, advance in the nature of loan granted by the Company had fallen due during the year. The Company had renewed / extended during the year to the respective parties. (f)Asdisclosedinnote6tothefinancialstatements,theCompanyhasgrantedadvancesinthenatureofloans,withoutspecifyinganytermsorperiodofrepaymenttocompanies.Ofthesefollowingarethe details of the aggregate amount of advances in the nature of loans granted to promoters or related parties as defined in clause (76) of section 2 of the Companies Act, 2013: Particulars All Parties Promoters Related Parties Aggregate amount of advances in nature of loans ₹ 2.58 Million - ₹ 2.58 Million - without specifying any terms or period of repayment Percentage of advances in nature of loans to the total loans 100% - 100% TheCompanyhasnotgrantedanyloansoradvancesinthenatureofloans,eitherrepayableondemandorwithoutspecifyinganytermsorperiodofrepaymenttofirms,LimitedLiabilityPartnershipsorany other parties. Clause 3(iv) The Company has given loans to Companies in which the Director is interested and which is not in compliance with section 185 of the Companies Act, 2013 and the details are tabulated below: Name of party to whom Company advanced advances in the Nature of non-compliance Maximum AmountBalance as at nature of loan outstandingduringtheBalance sheet date year - Associate Advancedwithoutspecialresolutionand Bigtec Healthcare Private Limited thetermsandconditionsareprejudicialto ₹ 0.38 Million ₹ 0.38 Million - Fellow subsidiaries the interest of the Company. Remfuel Bioenergy Private Limited ₹ 0.67 Million ₹ 0.67 Million Deciphar Life Sciences Private Limited ₹ 1.53 Million ₹ 1.53 Million 297Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B)Observations/commentsincludedintheAnnexureItotheauditors'reportissuedunderCompanies(Auditor'sReport)Order,2020,whichdonotrequireanyadjustmentsintheRestated Consolidated Summary Statements (continued) Clause 3(vii) (a)Undisputedstatutoryduesincludinggoodsandservicestax,professionaltax,employees’stateinsurance,income-tax,customduty,cessandothermaterialstatutorydues,asapplicabletotheCompany, havegenerallybeenregularlydepositedwiththeappropriateauthoritiesexceptincaseofprovidentfundandtaxdeductedatsourcewherethedueshavenotbeenregularlydepositedwiththeappropriate authoritiesandtherehavebeenseriousdelaysinlargenumberofcases.Accordingtotheinformationandexplanationsgiventousandbasedonauditproceduresperformedbyusexceptforprovidentfund duesforwhichtheCompanyisintheprocessofregistrationandremittancethereof,nootherundisputedamountspayableinrespectofthesestatutorydues,whichwereoutstandingattheyearend,fora period of more than six months from the date they became payable. (b)Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,income-tax,sales-tax,servicetax,customduty,exciseduty,valueaddedtax,cess,andotherstatutorydueswhichhavenot been deposited on account of any dispute, are as follows: Name of the Statute Nature of the Dues AmountofdisputePeriod to whichForum where it is pending (₹ in Million)** the amount relates Income tax Act, 1961 Income tax ₹ 2.32 Million FY 2017-18*, Commissioner of Income Tax (Appeals) FY 2014-15 Income tax Act, 1961 Income tax ₹ 164.56 Million FY 2020-21 The Assessing Officer * Demand of ₹ Nil has been raised for FY 2017-18, however the brought forward loss of ₹ 110.73 Million has been disallowed which may impact tax liabilities for future years. ** Excludes additional interest and penalty, if any, at the time of final outcome of the appeals. Clause 3(ix)(d) OnanoverallexaminationoftheaccompanyingIndASfinancialstatementsoftheCompany,theCompanyhasusedfundsraisedonshort-termbasisintheformofcurrentliabilitiesaggregatingto₹14.56 Million for long-term purposes. Clause 3(xi)(a) WehavebeeninformedthatanemployeeoftheCompanyhadmisappropriatedfundsamountingto₹6.09millionduringtheprecedingyearandtheyearunderaudit.Investigationsareinprogressandthe employeehasbeendismissedandarrested.Accordingtotheinformationandexplanationgiventousandbasedontheauditproceduresperformedbyus,nofraudbytheCompanyhasbeennoticedorreported during the year. Clause 3(xx) (a)Inrespectofotherthanongoingproject,theCompanyhasnottransferredunspentamounttoafundspecifiedinScheduleVIItotheAct,withinaperiodofsixmonthsfromendofthefinancialyearin compliance with second proviso to sub section (5) of section 135 of the Act as disclosed in note 39 to the accompanying Ind AS financial statements as follows: Financial year Amount unspent on corporate socialAmounttransferredtoFundspecifiedinAmount transferred after due date responsibility activities for other thanScheduleVIIwithinsixmonthsendof ongoing projects the financial year 2021-22 ₹ 2.94 Million - - 2022-23 ₹ 6.81 Million - - (b)Inrespectofongoingprojects,theCompanyhasnottransferredunspentamounttoaspecialaccount,withinaperiodofthirtydaysfromendofthefinancialyearincompliancewithsection135(6)ofthe Companies Act as disclosed in Note 39 to the accompanying Ind AS financial statements as follows: Financial year Amount unspent on corporate socialAmounttransferredtoSpecialAccountAmount transferred after due date on responsibility activities for ongoingwithin 30 days from the end of theSeptember 04, 2024 projects financial year 2023-24 ₹ 7.06 Million - ₹ 7.06 Million (This space has been intentionally left blank) 298Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B) Observations / comments included in the Annexure I to the auditors' report issued under Companies (Auditor's Report) Order, 2020, which do not require any adjustments in the Restated Consolidated Summary Statements (continued) Prognosys Medical Systems Private Limited Clause 3(ii)(b) AsdisclosedinNote20tothestandaloneIndASfinancialstatements,theCompanyhasbeensanctionedworkingcapitallimitsinexcessof₹5crores,inaggregate,atdifferentpointsoftimeduringtheyear, frombanksorfinancialinstitutionsonthebasisofsecurityofCorporateguaranteeissuedbyMolbioDiagnosticsPrivateLimitedInouropinionandaccordingtotheinformationandexplanationsgiventous, thequarterlyreturnsorstatementscomprisingstockstatements,bookdebtstatementsandotherstipulatedfinancialinformationfiledbytheCompanywithsuchbanksorfinancialinstitutionsarenotin agreement with the books of accounts of the Company, following discrepancies were noted: (₹ in Million) Reconciliation of Closing Stock Statements Submitted to Banks Amount Disclosed Amount as per Month in returns / Books of Accounts Difference Management Comments on Discrepancies Statements / Trial Balance 31-05-2023 197.99 267.80 (69.81)Timing Difference in accounting stock movement 30-06-2023 205.59 289.40 (83.81)Timing Difference in accounting stock movement 31-07-2023 274.39 272.70 1.69 Timing Difference in accounting stock movement 31-08-2023 294.74 294.70 0.04 Timing Difference in accounting stock movement 30-09-2023 208.00 207.80 0.20 Timing Difference in accounting stock movement 31-10-2023 253.91 253.90 0.01 Timing Difference in accounting stock movement 30-11-2023 257.59 257.60 (0.01)Timing Difference in accounting stock movement 31-12-2023 258.69 260.40 (1.71)Timing Difference in accounting stock movement 31-01-2024 312.31 312.30 0.01 Timing Difference in accounting stock movement 29-02-2024 258.52 258.60 (0.08)Timing Difference in accounting stock movement 31-03-2024 266.53 266.90 (0.37)Timing Difference in accounting stock movement (₹ in Million) Reconciliation of Book Debts Submitted to Banks Month Amount disclosed in Amount as per Difference Management comments on discrepancies returns / Statements Books of Accounts / Trial Balance Timing difference due to credit note / provision adjusted, post 31-05-2023 164.94 173.90 (8.97) submission of statements to bank Timing difference due to credit note / provision adjusted, post 30-06-2023 164.23 22.63 141.60 submission of statements to bank Timing difference due to credit note / provision adjusted, post 31-07-2023 160.35 217.90 (57.55) submission of statements to bank Timing difference due to credit note / provision adjusted, post 31-08-2023 175.07 176.20 (1.13) submission of statements to bank Timing difference due to credit note / provision adjusted, post 30-09-2023 347.00 342.80 4.20 submission of statements to bank Timing difference due to credit note / provision adjusted, post 31-10-2023 247.88 299.10 (51.22) submission of statements to bank Timing difference due to credit note / provision adjusted, post 30-11-2023 244.22 359.80 (115.58) submission of statements to bank Timing difference due to credit note / provision adjusted, post 31-12-2023 346.65 517.20 (170.55) submission of statements to bank Timing difference due to credit note / provision adjusted, post 31-01-2024 527.01 566.10 (39.09) submission of statements to bank Timing difference due to credit note / provision adjusted, post 29-02-2024 610.51 638.70 (28.19) submission of statements to bank Timing difference due to credit note / provision adjusted, post 31-03-2024 679.06 679.30 (0.24) submission of statements to bank Clause 3(xi)(a) Accordingtotheinformationandexplanationgiventousandbasedonourexaminationoftherecordsofthecompany,exceptforthematterreferredtointheEmphasisofmatterparagraphofthemainaudit report and as disclosed in Note 9 to the standalone financial statements, no fraud by the Company or no other fraud on the Company has been noticed or reported during the year. Clause 3(xvii) The Company has incurred cash losses of ₹ 64.70 Million in the financial year and of ₹ 123.30 Million in the immediately preceding financial year. Clause 3(xix) Onthebasisofthefinancialratios,ageingandexpecteddatesofrealizationoffinancialassetsandpaymentoffinancialliabilities,otherinformationaccompanyingthefinancialstatements,theauditor’s knowledgeoftheBoardofDirectorsandmanagementplans,weexpressthatthereis materialuncertaintyasonthedateoftheauditreportthatcompanyiscapableofmeetingitsliabilitiesexistingatthedate ofbalancesheetasandwhentheyfallduewithinaperiodofoneyearfromthebalancesheetdate,howevertheholdingcompanyasissuedaletterofcomfort,committingtoprovidefinancialsupporttothe company, ensuring its ability to meet obligations as they fall due. 299Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B)Observations/commentsincludedintheAnnexureItotheauditors'reportissuedunderCompanies(Auditor'sReport)Order,2020,whichdonotrequireanyadjustmentsintheRestated Consolidated Summary Statements (continued) For the year ended March 31, 2023: Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) (Standalone) Clause 3(i)(a)(A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment, except that the records for property, plant and equipment are maintained for group of similar assets and not for each individual asset. Clause 3(ii)(b) AsdisclosedinNote15tothestandaloneIndASfinancialstatements,theCompanyhasbeensanctionedworkingcapitallimitsinexcessofRs.fivecroresinaggregatefrombanksduringtheyearonthebasis ofsecurityofcurrentassetsoftheCompany.TheCompanydoesnothaveaprocessofpreparingthefinancialstatementsonaquarterlybasis.Accordingly,thequarterlystatementsfiledbytheCompanywith such banks cannot be reconciled with the audited/ reviewed books of accounts of the Company and hence we are unable to comment on the same. Clause 3(iii)(e) TheCompanyhadgrantedloanof₹200.00Milliontoacompanyinthepreviousyear,whichhadfallendueduringtheyear.TheCompanyhadrenewed/extendedtheaforesaidloanduringtheyeartosettle the dues which had fallen due for the existing loans. Clause 3(iv) The Company has given loans to Companies in which the Director is interested and which is not in compliance with section 185 of the Companies Act, 2013 and the details are tabulated below: S.No. Name of party to whom Company Nature of non-compliance Maximum Amount Balance as at advanced advances in the nature of loan outstanding during the Balance sheet date year 1 Prognosys Medical Systems PrivateAdvanced without special resolution ₹ 240.00 Million - Limited Further,accordingtotheinformationandexplanationsgiventous,provisionsofsections186oftheCompaniesAct,2013inrespectofloans,investmentsand,guarantees,andsecurityhavebeencomplied with by the Company. Clause 3(vii)(a) Undisputedstatutoryduesincludinggoodsandservicestax,providentfund,employees’stateinsurance,income-tax,customduty,cessandothermaterialstatutorydues,asapplicabletotheCompany,have generallybeenregularlydepositedwiththeappropriateauthoritiesthoughtherehasbeenaslightdelayinafewcasesexceptincaseofprofessionaltaxand taxcollectedatsourcewherethedueshavenot beenregularlydepositedwiththeappropriateauthoritiesandtherehavebeenseriousdelaysinfewcases.Accordingtotheinformationandexplanationsgiventousandbasedonauditproceduresperformed by us, undisputed dues in respect of goods and services tax, professional tax, provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows: Statement of Arrears of Statutory Dues Outstanding for More than Six Months Period to which Name of the Statute Nature of the Dues Amount (₹.) the amount Due Date Date of Payment Remarks, if any relates Tax collected at Income Tax Act, 1961 ₹ 0.06 Million August 2022 September 07, 2022 July 18, 2023 - source Professional Tax Act Professional Tax ₹ 0.02 Million FY 2022-23 April 04, 2022 Not paid till date - Clause 3(vii)(b) Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,incometax,salestax,servicetax,customduty,exciseduty,valueaddedtax,cessandotherstatutorydueswhichhavenotbeen deposited on account of any dispute, are as follows: Name of the Statute Nature of the Dues Amount of Period to which the amount relates Forum where it is pending dispute (₹) Income tax Act, 1961 Income tax -*FY 2017-18 Commissioner of Income Tax (Appeals) Income tax Act, 1961 Income tax ₹ 0.30 MillionFY 2020-21 Commissioner of Income Tax CGST Act, 2017 Goods and services tax ₹ 64.83 MillionFY 2017-18 to FY 2020-21 Assistant Commissioner of CGST Customs Act, 1962 Custom Duty ₹ 0.70 MillionFY 2012-13 Commissioner of Customs (Appeals) Customs Act, 1962 Custom Duty ₹ 0.47 Million FY 2017-18 to FY 2018-19 The Commissioner of Customs (Imports) Central Sales Tax, 1944 Value added tax ₹ 0.45 Million FY 2016-17 Appellate Authority * Demand of ₹ Nil has been raised for FY 2017-18, however the brought forward loss ₹ 77.15 Million has been disallowed which may impact tax liabilities for future years. Clause 3(ix)(a) The Company has defaulted in repayment of dues to financial institutions, banks and Government / debenture holders during the year as stated below. This matter has been disclosed in Note 15 to the financial statements: Nature of borrowing,Name of lender Amount not paidWhether No. of days delay or Remarks, if any including debt securities on due date principal or unpaid interest Principal and Vehicle Loans HDFC Bank ₹ 0.09 Million 01- 13 days 3 instalments interest Clause 3(ix)(d) OnanoverallexaminationoftheaccompanyingstandaloneIndASfinancialstatementsoftheCompany,theCompanyhasusedfundsraisedonshort-termbasisintheformofcashcreditfacilityfrombanks aggregating to ₹ 219.03 Million for long-term purposes towards acquisition of property plant and equipment, repayment of loans and making investments. Clause 3(xiv) (a)ThoughtheCompanyisrequiredtohaveaninternalauditsystemundersection138oftheAct,itdoesnothavetheinternalauditsystemcommensuratewiththesizeandnatureofthebusinessofthe Company. (b)We were unable to obtain any of the internal audit reports of the Company, hence the internal audit reports have not been considered by us. 300Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B)Observations/commentsincludedintheAnnexureItotheauditors'reportissuedunderCompanies(Auditor'sReport)Order,2020,whichdonotrequireanyadjustmentsintheRestated Consolidated Summary Statements (continued) Clause 3(xx)(a) AsdisclosedinNote40totheaccompanyingstandaloneIndASfinancialstatements,theCompanyhasnottransferredunspentamounttoafundspecifiedinScheduleVIItotheAct,withinaperiodofsix months from end of the financial year in compliance with second proviso to sub section (5) of section 135 of the Act as follows: Financial year Amount unspent on corporate socialAmounttransferredtoFundspecifiedinAmount transferred after due date responsibility activities for other thanScheduleVIIwithinsixmonthsendof ongoing projects the financial year 2021-22 ₹ 32.49 Million - - 2022-23 ₹ 52.04 Million - - Bigtec Private Limited Clause 3(i)(a) (A)TheCompanyhasmaintainedproperrecordsshowingfullparticulars,includingquantitativedetailsandsituationofproperty,plantandequipment,exceptthattherecordsaremaintainedforgroupof similar assets and not for each individual asset. (B) The Company has not maintained proper records showing full particulars of intangible assets. Clause 3(iii) (b)Theadvancesgiveninthenatureofloanduringtheyearaggregatingto₹1.23Millionandbalanceoutstandingasatbalancesheetdateamountingto₹2.57MillionbytheCompanytoitsassociateand fellowsubsidiariesandtheirtermsandconditionsareprejudicialtotheCompany’sinterestonaccountofthefactthatthesameisadvancedwithoutobtainingrequisiteapprovalsasrequiredundersection185 oftheCompaniesAct2013andtheloanshavebeengrantedataninterestrateofNilperannumwhichissignificantlylowerthanthecostoffundstotheCompanyandtheaforesaidadvancesinthenatureof loan has been provided by the Company during the year. (c)Inrespectoftheinterestfreeadvanceinthenatureofloangrantedtocompanies,thescheduleofrepaymentofprincipalhasnotbeenstipulatedintheagreement.Hence,weareunabletomakeaspecific comment on the regularity of repayment of principal in respect of such loan and further the aforesaid advances in the nature of loan has been provided by the Company during the year. (d)Thefollowingamountsareoverdueformorethanninetydaysfromcompaniestowhomadvanceinnatureofloanhasbeengranted,andreasonablestepshavenotbeentakenbytheCompanyforrecovery of the overdue amount. Name of the entity Amount Overdue Bigtec Healthcare Private Limited ₹ 0.38 Million Remfuel Bioenergy Private Limited ₹ 0.67 Million Deciphar Life Sciences Private Limited ₹ 1.53 Million (e) As tabulated in clause iii(d) above, advance in the nature of loan granted by the Company had fallen due during the year. The Company had renewed / extended during the year to the respective parties. (f)Asdisclosedinnote6tothefinancialstatements,theCompanyhasgrantedadvancesinthenatureofloans,withoutspecifyinganytermsorperiodofrepaymenttocompanies.Ofthesefollowingarethe details of the aggregate amount of advances in the nature of loans granted to promoters or related parties as defined in clause (76) of section 2 of the Companies Act, 2013: Particulars All Parties Promoters Related Parties Aggregate amount of advances in nature of loans - without specifying any terms or period of repayment ₹ 2.57 Million - ₹ 2.57 Million Percentage of advances in nature of loans to the total loans 100% - 100% TheCompanyhasnotgrantedanyloansoradvancesinthenatureofloans,eitherrepayableondemandorwithoutspecifyinganytermsorperiodofrepaymenttofirms,LimitedLiabilityPartnershipsorany other parties. Clause 3(iv) The Company has given loans to Companies in which the Director is interested and which is not in compliance with section 185 of the Companies Act, 2013 and the details are tabulated below: Name of party to whom Company advanced advances in the Nature of non-compliance Maximum Amount Balance as at nature of loan outstanding during the Balance sheet date year - Associate Bigtec Healthcare Private Limited Advanced without special resolution and ₹ 0.38 Million ₹ 0.38 Million - Fellow subsidiaries the terms and conditions are prejudicial to Remfuel Bioenergy Private Limited the interest of the Company ₹ 0.67 Million ₹ 0.67 Million Deciphar Life Sciences Private Limited ₹ 1.53 Million ₹ 1.53 Million (This space has been intentionally left blank) 301Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B)Observations/commentsincludedintheAnnexureItotheauditors'reportissuedunderCompanies(Auditor'sReport)Order,2020,whichdonotrequireanyadjustmentsintheRestated Consolidated Summary Statements (continued) Clause 3(vii) (a)Undisputedstatutoryduesincludinggoodsandservicestax,professionaltax,employees’stateinsurance,income-tax,customduty,cessandothermaterialstatutorydues,asapplicabletotheCompany, havegenerallybeenregularlydepositedwiththeappropriateauthoritiesthoughtherehasbeenaslightdelayinafewcases exceptincaseofprovidentfundwherethedueshavenotbeenregularlydeposited withtheappropriateauthoritiesandtherehavebeenseriousdelaysinfewcases.Accordingtotheinformationandexplanationsgiventousandbasedonauditproceduresperformedbyusexceptforprovident fundduesforwhichtheCompanyisintheprocessofregistrationandremittancethereof,nootherundisputedamountspayableinrespectofthesestatutorydues,whichwereoutstandingattheyearend,fora period of more than six months from the date they became payable. (b)Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,income-tax,sales-tax,servicetax,customduty,exciseduty,valueaddedtax,cess,andotherstatutorydueswhichhavenot been deposited on account of any dispute, are as follows: Name of the Statute Nature of the Dues AmountofdisputePeriod to whichForum where it is pending (₹ in Million)** the amount relates Income tax Act, 1961 Income tax ₹ 164.56 Million FY 2020-21 The Assessing Officer Income tax Act, 1961 Income tax ₹ 2.21 Million FY 2017-18*, Commissioner of Income Tax (Appeals) FY 2014-15 * Demand of ₹ Nil has been raised for FY 2017-18, however the brought forward loss of ₹ 110.73 Million has been disallowed which may impact tax liabilities for future years. Clause 3(ix)(d) OnanoverallexaminationofthefinancialstatementsoftheCompany,theCompanyhasusedfundsraisedonshort-termbasisintheformofcurrentliabilitiesaggregatingto₹309.39Millionforlong-term purposes towards intangible assets and intangible assets under development. Clause 3(xx)(a) As disclosed in Note 38 to the accompanying Ind AS financial statements, the Company has not transferred unspent amount to a fund specified in Schedule VII to the Act, within a period of six months from end of the financial year in compliance with second proviso to sub section (5) of section 135 of the Act as follows: Financial year Amount unspent on corporate socialAmounttransferredtoFundspecifiedinAmount transferred responsibility activities for other thanScheduleVIIwithinsixmonthsendofafter due date ongoing projects the financial year 2021-22 ₹ 2.94 Million - - 2022-23 ₹ 6.81 Million - - Prognosys Medical Systems Private Limited Clause 3(ii)(b) AsdisclosedinNote22tothestandaloneIndASfinancialstatements,theCompanyhasbeensanctionedworkingcapitallimitsinexcessof₹5crores,inaggregate,atpointsoftimeduringtheyear,from banksorfinancialinstitutionsonthebasisofsecurityofcurrentassets.Inouropinionandaccordingtotheinformationandexplanationsgiventous,thequarterlyreturnsorstatementscomprisingstock statements,bookdebtstatementsandotherstipulatedfinancialinformationfiledbytheCompanywithsuchbanksorfinancialinstitutionsarenotinagreementwiththebooksofaccountsoftheCompany, following discrepancies were noted: (₹ in Million) Reconciliation of Closing Stock Statements Submitted to Banks Amount Disclosed Amount as per Month in returns / Books of Accounts Difference Management Comments on Discrepancies Statements / Trial Balance 30-04-2022 150.64 150.28 0.37 Timing Difference in accounting stock movement 31-05-2022 152.18 153.37 (1.20)Timing Difference in accounting stock movement 30-06-2022 168.01 214.73 (46.72)Timing Difference in accounting stock movement 31-08-2022 162.74 163.59 (0.85)Timing Difference in accounting stock movement 30-09-2022 154.77 199.92 (45.14)Timing Difference in accounting stock movement 31-10-2022 152.29 152.46 (0.17)Timing Difference in accounting stock movement 30-11-2022 151.07 151.10 (0.03)Timing Difference in accounting stock movement 31-12-2022 150.64 194.75 (44.12)Timing Difference in accounting stock movement (₹ in Million) Reconciliation of Book Debts Submitted to Banks Amount Disclosed Amount as per Month in returns / Books of Accounts Difference Management Comments on Discrepancies Statements / Trial Balance Timing difference due to credit note/provision adjusted, post 30-04-2022 184.00 203.25 (19.25) submission of statements to bank Timing difference due to credit note/provision adjusted, post 31-05-2022 161.05 178.25 (17.20) submission of statements to bank Timing difference due to credit note/provision adjusted, post 30-06-2022 166.29 178.90 (12.61) submission of statements to bank Timing difference due to credit note/provision adjusted, post 31-07-2022 195.00 218.38 (23.39) submission of statements to bank Timing difference due to credit note/provision adjusted, post 31-08-2022 158.08 180.68 (22.60) submission of statements to bank Timingdifferenceduetodebitnote/provisionadjusted,postsubmission 30-09-2022 169.21 190.39 (21.18) of statements to bank Timing difference due to credit note/provision adjusted, post 31-10-2022 162.10 186.34 (24.25) submission of statements to bank Timing difference due to credit note/provision adjusted, post 30-11-2022 162.97 188.22 (25.25) submission of statements to bank Timingdifferenceduetodebitnote/provisionadjusted,postsubmission 31-12-2022 153.44 176.53 (23.08) of statements to bank Timing difference due to credit note/provision adjusted, post 31-01-2023 139.93 164.20 (24.27) submission of statements to bank Timing difference due to credit note/provision adjusted, post 28-02-2023 89.12 114.98 (25.86) submission of statements to bank 302Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VI (B)Observations/commentsincludedintheAnnexureItotheauditors'reportissuedunderCompanies(Auditor'sReport)Order,2020,whichdonotrequireanyadjustmentsintheRestated Consolidated Summary Statements (continued) Clause 3(xi)(a) Accordingtotheinformationandexplanationgiventousandbasedonourexaminationoftherecordsofthecompany,exceptforthematterreferredtointheEmphasisofmatterparagraphofthemainaudit report and as disclosed in Note 11 to the standalone financial statements, no fraud by the Company or no other fraud on the Company has been noticed or reported during the year. Clause 3(xvii) The Company has incurred cash losses of ₹ 123.30 Million in the financial year and of ₹ 87.70 Million in the immediately preceding financial year. (C) Annexure II to the Auditor's Report - Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") As at and for the year ended March 31, 2025 Other Matters OurreportunderSection143(3)(i)oftheActontheadequacyandoperatingeffectivenessoftheinternalfinancialcontrolswithreferencetoconsolidatedIndASfinancialstatementsoftheHoldingCompany, insofarasitrelatestothesefivesubsidiariesandoneassociate,whicharecompaniesincorporatedinIndia,isbasedonthecorrespondingreportsoftheauditorsofsuchsubsidiariesandassociate incorporated in India. As at and for the year ended March 31, 2024 Disclaimer of opinion Accordingtotheinformationandexplanationgiventous,theHoldingCompanyhasnotestablisheditsinternalfinancialcontrolwithreferencetoconsolidatedIndASfinancialstatementsoncriteriabasedon orconsideringtheessentialcomponentsofinternalcontrolstatedintheGuidanceNoteissuedbytheICAI.Becauseofthisreason,weareunabletoobtainsufficientappropriateauditevidencetoprovidea basisforouropinionwhethertheHoldingCompanyhadadequateinternalfinancialcontrolswithreferencetoconsolidatedIndASfinancialstatementsasatMarch31,2024andwhethersuchinternal financial controls were operating effectively. Accordingly, we do not express an opinion on Internal Financial Controls with reference to consolidated Ind AS financial statements. As at and for the year ended March 31, 2023 Disclaimer of opinion Accordingtotheinformationandexplanationgiventous,theHoldingCompanyhasnotestablisheditsinternalfinancialcontrolwithreferencetoconsolidatedIndASfinancialstatementsoncriteriabasedon orconsideringtheessentialcomponentsofinternalcontrolstatedintheGuidanceNoteissuedbytheICAI.Becauseofthisreason,weareunabletoobtainsufficientappropriateauditevidencetoprovidea basisforouropinionwhethertheHoldingCompanyhadadequateinternalfinancialcontrolswithreferencetoconsolidatedfinancialstatementsasatMarch31,2023andwhethersuchinternalfinancial controls were operating effectively. Accordingly, we do not express an opinion on Internal Financial Controls with reference to consolidated financial statements. (This space has been intentionally left blank) 303Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number : U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 3 Property, plant and equipment and capital work-in-progress (₹ in Million) Property, plant and equipment Capital work-in- Research and Electrical Particulars Building - factory Plant and Furnitures and Computer Leasehold progress Freehold land Office equipments development installations & Vehicles Total on leasehold land machinery fixtures equipments improvements (CWIP) equipments fittings Gross Block (at cost / deemed cost) As at April 01, 2022 - 591.63 1,508.57 70.66 6.99 19.87 84.58 21.15 59.55 2.50 2,365.50 - Assets acquired through Business Combination - - 0.02 0.36 2.11 - - 0.57 0.02 0.10 3.18 - (refer note 4.2(a)) Additions - 2.14 72.71 6.39 - 16.52 3.97 6.89 15.06 - 123.68 123.68 Disposals / transfers - - - - - (1.54) - (0.13) (0.49) - (2.16) (123.68) As at March 31, 2023 - 593.77 1,581.30 77.41 9.10 34.85 88.55 28.48 74.14 2.60 2,490.20 - Assets acquired through Asset Acquisition (refer note 4.2(b)) - - 0.03 0.03 - - - 0.02 - - 0.08 - Additions - 1.71 87.17 2.38 2.03 9.33 0.39 11.58 6.94 - 121.53 137.36 Disposals / transfers - (0.26) (0.79) (0.85) - (1.27) (0.53) (0.51) - - (4.21) (121.53) As at March 31, 2024 - 595.22 1,667.71 78.97 11.13 42.91 88.41 39.57 81.08 2.60 2,607.60 15.83 Additions / transfers4 329.69 - 177.44 13.90 6.18 11.24 2.14 20.85 33.20 0.10 594.74 522.53 Disposals / transfers - - (1.06) - (0.01) (0.42) (0.34) (1.04) (0.45) - (3.32) (265.05) As at March 31, 2025 329.69 595.22 1,844.09 92.87 17.30 53.73 90.21 59.38 113.83 2.70 3,199.02 273.31 Accumulated depreciation As at April 01, 2022 - 63.30 383.08 19.70 3.98 7.75 17.64 12.63 21.40 2.50 531.98 - Charge for the year - 18.57 133.49 6.21 0.94 3.99 7.35 5.51 6.12 0.01 182.19 - Disposals / transfers - - - - - (1.07) - (0.09) (0.31) - (1.47) - As at March 31, 2023 - 81.87 516.57 25.91 4.92 10.67 24.99 18.05 27.21 2.51 712.70 - Charge for the year - 18.67 160.69 6.63 1.47 7.25 7.74 8.36 8.03 0.04 218.88 - Disposals / transfers - (0.04) (0.29) (0.70) - (1.27) (0.26) (0.51) - - (3.07) - As at March 31, 2024 - 100.50 676.97 31.84 6.39 16.65 32.47 25.90 35.24 2.55 928.51 - Charge for the year - 18.63 167.91 7.28 0.66 8.36 7.77 10.36 11.10 0.01 232.08 - Disposals / transfers - - (0.43) - (0.01) (0.05) (0.18) (1.04) (0.43) - (2.14) - As at March 31, 2025 - 119.13 844.45 39.12 7.04 24.96 40.06 35.22 45.91 2.56 1,158.45 - Net Block As at March 31, 2023 - 511.90 1,064.73 51.50 4.18 24.18 63.56 10.43 46.93 0.09 1,777.50 - As at March 31, 2024 - 494.72 990.74 47.13 4.74 26.26 55.94 13.67 45.84 0.05 1,679.09 15.83 As at March 31, 2025 329.69 476.09 999.64 53.75 10.26 28.77 50.15 24.16 67.92 0.14 2,040.57 273.31 304Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number : U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 3 Property, plant and equipment and capital work-in-progress (continued) Notes: (1) On transition to Ind AS (i.e. April 01, 2020), the Group has elected to continue with the carrying value of all Property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of Property, plant and equipment. (2)DuringtheyearendedMarch31,2023,themanagementoftheGroupperformedanoperationalreviewofitsProperty,plantandequipmentandIntangibleassetswhichresultedinchangesinexpectedusageofassets.ConsideringthetrendofscaleofoperationsoftheGroup, themanagementexpectstoderivefutureeconomicbenefitsfromitsProperty,plantandequipmentandIntangibleassetsevenlythroughouttheusefullivesoftheassets.Basedonaboveassessment,thedepreciationmethodischangedfromwrittendownvaluemethodtostraight line method. The effect of this change on actual expenses for the year ended March 31, 2023 and the estimated depreciation expenses for the year ended March 31, 2024 and March 31, 2025, as at the year ended March 31, 2023, was as below: (₹ in Million) Particulars For the year For the year For the year ended March 31, ended March 31, ending March 2023 2024 31, 2025 Decrease in depreciationexpense: - Property, plant and equipment 251.06 149.76 63.84 - Intangible assets 3.28 8.56 1.07 (3) Refer note 16 for the charge / hypothecation created on the Property, plant and equipment against borrowing facilities availed by the Group. (4)DuringtheyearendedMarch31,2025,themanagementoftheParentCompanyhasdecidedtoselfusethefreeholdlandwhichhadbeenclassifiedunderinvestmentproperty(refernote5)duringthepreviousyearendedMarch31,2024.Hence,thesamehasbeen reclassified to freehold land under Property, plant and equipment. Such freehold land has been pledged against the term loan, refer note 16. (5) Capital work-in-progress ageing schedule is as below* : As at March 31, 2025 (₹ in Million) Particulars Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Projects in progress 259.91 13.40 - - 273.31 Projects temporarily suspended - - - - - Total 259.91 13.40 - - 273.31 As at March 31, 2024 (₹ in Million) Particulars Amount in CWIP for a period of Less than 1 year 1-2 years 2-3 years More than 3 years Total Projects in progress 15.83 - - - 15.83 Projects temporarily suspended - - - - - Total 15.83 - - - 15.83 * Considering CWIP balance as at March 31, 2023 is Nil ageing disclosure is not presented. (6) Capital work-in-progress whose completion is overdue compared to its original plan is as below* : As at March 31, 2025 (₹ in Million) To be completed in Particulars Less than 1 year 1-2 years 2-3 years More than 3 years Project 1 53.97 - - - Total 53.97 - - - As at March 31, 2024 and March 31, 2023, there are no such projects where completion was overdue. (7) There are no capital work in-progress project whose cost has exceeded compared to its original plan as at March 31, 2025, March 31, 2024 and March 31, 2023. 305Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 4 Other intangible assets, Goodwill and Intangible assets under development (IAUD) (₹ in Million) PCR (polymerase chain Business Intangible assets Total intangible Particulars Computer software reaction) related Intellectual Product development Goodwill under development assets projects Property (IAUD)4.1 Gross Block (at cost / deemed cost) As at April 01, 2022 5.98 626.73 - - 632.71 - 113.12 AssetsacquiredthroughBusinessCombination(refer - - 431.25 6.49 437.74 38.41 - note 4.2(a)) Additions 25.52 55.43 - - 80.95 - - Disposals / transfers / written off (2.89) (10.01) - - (12.90) - (59.49) As at March 31, 2023 28.61 672.15 431.25 6.49 1,138.50 38.41 53.63 AssetsacquiredthroughAssetAcquisition(refernote 4.2(b)) 194.10 - 6.78 - 200.88 - - Additions 6.27 - - - 6.27 - - Disposals / transfers / written off (refer note 29(b)) - (27.27) - - (27.27) - (53.63) As at March 31, 2024 228.98 644.88 438.03 6.49 1,318.38 38.41 - Additions 5.01 - - 0.25 5.26 - - Disposals / transfers / written off (refer note 29(b)) - (70.33) - - (70.33) - - As at March 31, 2025 233.99 574.55 438.03 6.74 1,253.31 38.41 - Accumulated amortisation and impairment As at April 01, 2022 3.34 179.74 - - 183.08 - - Charge for the year 4.67 95.45 3.59 0.14 103.85 - - Disposals / transfers / written off (2.89) (4.29) - - (7.18) - - As at March 31, 2023 5.12 270.90 3.59 0.14 279.75 - - Charge for the year 13.46 94.02 43.13 1.17 151.78 - - Impairment for the year (refer note 29(b)) 191.50 - 6.78 - 198.28 - - Disposals / transfers / written off (refer note 29(b)) (15.59) - - (15.59) - - As at March 31, 2024 210.08 349.33 53.50 1.31 614.22 - - Charge for the year 12.24 90.16 43.13 0.93 146.46 - - Disposals / transfers / written off (refer note 29(b)) - (35.17) - - (35.17) - - As at March 31, 2025 222.32 404.32 96.63 2.24 725.51 - - Net Block As at March 31, 2023 23.49 401.25 427.66 6.35 858.75 38.41 53.63 As at March 31, 2024 18.90 295.55 384.53 5.18 704.16 38.41 - As at March 31, 2025 11.67 170.23 341.40 4.50 527.80 38.41 - 1.OntransitiontoIndAS(i.e.April01,2020),theGrouphaselectedtocontinuewiththecarryingvalueofallIntangibleassetsmeasuredasperthepreviousGAAPandusethatcarryingvalueasthedeemedcostof Intangible assets. 2. Also refer note 3(2). 4.1 IAUD ageing schedulea,b: IAUD ageing schedule as at March 31, 2023a: (₹ in Million) Amount in IAUD for a period of Particulars Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Total Projects in progress - - 11.52 42.11 53.63 Projects temporarily suspended - - - - - Total - - 11.52 42.11 53.63 a. There are no IAUD whose completion is overdue or has exceeded its cost compared to its original plan, as at March 31, 2025, March 31, 2024 and March 31, 2023 b. Considering IAUD balance as at March 31, 2025 and March 31, 2024 is Nil ageing disclosure is not presented. (This space has been intentionally left blank) 306Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 4.2 Business combination / asset acquisition (a) DuringtheyearendedMarch31,2023,PrognosysMedicalSystemsPrivateLimited('PMS'),promotersofPMSandotherexistingshareholdersofPMShaveenteredintosharepurchaseagreementandshareholder agreementwiththeParentCompany(collectivelyreferredas"PMSSHAagreement")pursuanttowhichtheCompanyhasacquired890,103ClassAequityshares(facevalue:₹10)fromtheexistingshareholdersfor acashconsiderationamountingto₹144.60Millionandsubscribed1,514,8720.0001%compulsorilyconvertiblepreferenceshares(facevalue:₹10) foracashconsiderationamountingto₹246.11MillioninPMS. The0.0001%compulsorilyconvertiblepreferencesharesshallbeconvertibleintoClassAequitysharesasperthetermsasmentionedinPMSSHAagreement.PMShasbecomesubsidiaryoftheParentCompany pursuanttosuchacquisition.PMSisengagedinmanufacturingofX-rayequipment's,single/dualdetectorsolutions,etc.TheParentCompanyhasacquired65.47%votingrightinPMSonMarch01,2023.The acquisition is done to enhance the operations of the Group as PMS is engaged in similar business as that of the Group. Below are the details of purchase price allocation: (₹ in Million) Particulars Fair value recognised on acquisition A. Consideration (paid through cash) 390.71 B. Assets acquired Property, plant and equipment 3.18 Intangible asset - Business Intellectual Property* 431.25 Other Intangible assets* 6.49 Goodwill 38.41 Right of use assets 21.42 Investment 0.02 Deferred tax asset 116.51 Non-current tax assets (net) 2.73 Trade receivables 118.63 Other bank balances 34.54 Cash and cash equivalents 0.42 Loans 29.46 Inventories 192.76 Asset held-for-sale - Immovable property ** 53.20 Other financial assets 168.59 Other assets 62.06 Total Assets acquired 1,279.67 C. Liabilities assumed Borrowings 545.71 Lease liabilities 24.43 Trade payables 65.58 Provision for warranty 22.12 Provision for gratuity 11.69 Other financial liabilities 28.03 Other liabilities 5.59 Total Liabilities assumed 703.15 D. Non controlling interest as on acquisition date 185.81 E. Total net assets acquired (B-C-D) 390.71 *BusinessIntellectualPropertyandotherintangibleassetswhichhavebeenrecognisedatfairvalueinaccordancewithpurchasepriceallocationreportasatthedateofacquisitionarebasedonestimatesand assumptions which are considered reasonable by the management including estimating revenues generated from future forecast, existing contracts / relationships, attrition rates, tax rates, etc. ** The assest held-for-sale represents the Land which the Company intended to sale within 12 months as at the date of acquisition. Further, the same was sold during the year ended March 31, 2024. Additional notes: (i) Goodwill is not tax deductible. (ii)Theacquisitiondatefairvalueofthetradereceivablesamountingto₹118.63Millionissameasthegrossamountoftradereceivables.Noneofthetradereceivablesiscreditimpairedanditisexpectedthatthefull contractual amounts can be collected as on the acquisition date. (iii)FromthedateofacquisitiontillMarch31,2023,PMShascontributed₹58.91Millionofrevenuefromoperations(beforeconsolidationadjustment)and₹1.28Milliontothelossbeforetax(beforeconsolidation adjustment).Ifthecombinationhadtakenplaceatthebeginningoftheyear,revenuefromoperationswouldhavebeen₹288.31Million(beforeconsolidationadjustment)andthelossbeforetaxfortheGroupwould have been ₹ 245.71 Million (before consolidation adjustment). (b)DuringtheyearendedMarch31,2024,PrognosysHealthcare(India)PrivateLimited('PHC'),promotersandotherexistingshareholdersofPHChaveenteredintosharepurchaseagreementandshareholderagreement with theParentCompany(collectivelyreferredas"PHCSHAagreement")pursuanttowhichtheParentCompanyhasacquired7,791equityshares(facevalue:₹10each)inPHC.PHChasbecomesubsidiaryofthe ParentCompanypursuanttosuchacquisition.PHCisengagedindesigningTelemedicineSolutionsandprovidingtechnologybasedservicesinfieldofhealthcare.AsperthetermsoftheagreementtheParent Company has acquired equity shares of PHC from the existing shareholders for a cash consideration amounting to ₹ 102.62 Million on July 26, 2023. BasedonguidanceondefinitionofbusinessunderIndAS,managementhasclassifiedaboveacquisitionsasassetacquisitions.Themanagementhasassessedthataboveacquisitionsdoesnotmeetthedefinitionof ‘business’inaccordancewiththeprincipleslaiddownunderIndAS103-BusinessCombinationsandhencehavebeenconsideredtobe‘assetacquisition’,consideringthefactorslikethepurchaseconsideration pertainstothefairvalueoftheTelemedicineSolutionssoftware.Theonlykeyactivityforthisacquisitionisthemodification&upgradationofsoftwarebyasingleemployee,i.e.theCTOandtherearenoother substantive processes required for the generation of output. Assets acquired and liabilities assumed The fair values of the assets and liabilities of the Acquired Enterprise as at the date of acquisition were: (₹ in Million) Particulars Fair value recognised on acquisition Non-current assets (a) Property, plant and equipment 0.08 (b) Intangible assets (i) Computer software 194.10 (ii) Business Intellectual property 6.78 (c) Deferred tax assets (net) 15.77 (d) Non-current tax assets (net) 0.68 (e) Other assets 0.06 Total (1) 217.47 Current assets (a) Financial assets (i) Cash and cash equivalents 0.04 (b) Other assets 0.05 Total (2) 0.09 (A) Total assets (1+2) 217.56 307Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 4.2 Business combination / asset acquisition (continued) (₹ in Million) Particulars Amount Current liabilities (a) Financial liabilities (i) Borrowings 25.03 (ii) Other financial liabilities 4.52 (b) Other current liabilities 5.49 (B) Total liabilities 35.04 (C) Total identifiable net assets at fair value (A-B) 182.52 (₹ in Million) Particulars Amount I. Total identifiable net assets at fair value (as per above) 182.52 II. Non-controlling interest as on acquisition date 79.90 III. Total net assets acquired (I-II) 102.62 Net purchase consideration paid in cash 102.62 AllassetsandliabilitieshavebeenrecognisedatfairvalueinaccordancewiththevaluationperformedbyanIndependentvaluerforallocationofconsiderationtotheassetsandliabilitiesacquiredasatthedateof acquisition based on estimates and assumptions which are considered reasonable by the management including estimating future revenues and profit forecast. 5 Investment property (₹ in Million) Particulars Freehold land Gross Block As at April 01, 2022 - Additions - As at March 31, 2023 - Additions 329.69 As at March 31, 2024 329.69 Additions / transfer3 (329.69) As at March 31, 2025 - Accumulated amortisation As at April 01, 2022 - Charge for the year - As at March 31, 2023 - Charge for the year - As at March 31, 2024 - Charge for the year - As at March 31, 2025 - Net Block As at March 31, 2023 - As at March 31, 2024 329.69 As at March 31, 2025 - Notes: (1) There is no amount recognised in profit or loss for investment property. (2)AsatMarch31,2024,thefairvaluesofthelandwas₹418.70Million.ThesevaluationsarebasedonvaluationsperformedbySLakshman, aregisteredvaluerasdefinedunderrule2ofCompanies(Registered Valuers and Valuation) Rules, 2017. The main inputs considered by the valuer were government guideline rates, property location, market research and trends and comparable values as appropriate. (3)AsatMarch31,2024,theGrouphadnorestrictionsontherealisabilityofitsinvestmentpropertyandnocontractualobligationstopurchase,constructordevelopinvestmentpropertyorforrepairs,maintenance and enhancements. Further, the Group has not determined the future use of the property purchased as at March 31, 2024 and hence was classified as investment property. (4)DuringtheyearendedMarch31,2025,themanagementoftheGrouphasdecidedtoselfusetheinvestmentproperty.Hence,thesamehasbeenreclassifiedtofreeholdlandunderProperty,plantandequipment (refer note 3). (5) Fair value hierarchy disclosures for investment property have been provided in Note 38. (6) Investment property (freehold land) has been pledged against the term loan taken as stated in Note 16. (This space has been intentionally left blank) 308Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 6A Investments accounted for using equity method (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Investment in associates A) In compulsorily convertible preference shares: Chayagraphics (India) Private Limited ('CGIPL') (refer note a) 60.00 60.00 60.00 - 415,622 (March 31, 2024: 415,622 and March 31, 2023: 415,622) 0.0001% compulsorily convertible preference shares of ₹ 10 each, fully paid-up Less: Share of loss in an associate, net of tax (0.20) (0.17) - (A) 59.80 59.83 60.00 B) In preferred stock: OptraScan, Inc. ('Optrascan') (refer note b) 2,918,827sharesofseriesBPreferredstock(noparvalue),fullypaid-up(March31,2024: 415.52 - - Nil and March 31, 2023: Nil) Less: Share of loss in an associate, net of tax (19.67) - - (B) 395.85 - - Total Investments accounted for using equity method (A+B) 455.65 59.83 60.00 a.DuringtheyearendedMarch31,2023,theParentCompany,CGIPLandpromotershaveenteredintoshareholderagreement(referredas"CGIPLSHAagreement")pursuanttowhich theParentCompanyhassubscribed415,6220.0001%compulsorilyconvertiblepreferenceshares(facevalue:₹10each)inCGIPLonFebruary13,2023. The0.0001%compulsorily convertiblepreferencesharesshallbeconvertibleintoequitysharesasperthetermsasmentionedinCGIPLSHAagreement.CGIPLhasbecomeassociateoftheParentCompanypursuant tosuchacquisition.AsperthetermsoftheagreementtheParentCompanyhassubscribedto0.0001%compulsorilyconvertiblepreferencesharesofCGIPLforacashconsideration amountingto₹60.00Million.CGIPLholds888,600ClassAEquitysharesinPrognosysMedicalSystemsPrivateLimited('PMS')andhasnooperations.ThevaluationofCGIPLis derivedmainlybasedonvaluationofitsshareholdinginPMS.Inviewoftheinsignificantactivitiescarriedoutduringpost-acquisitionperiodduringtheyearendedMarch31,2023,share of profit or loss of CGIPL, is not disclosed by the Group in the Restated Consolidated Summary Statements. DuringtheyearendedMarch31,2024,outoftheinvestmentmadeinCGIPL,₹58.62MillionwasutilisedbyCGIPLforinvestinginChayagraphicsHealthcarePrivateLimited('CGHC'). Refer note 42(vi). Further,basedonbusinessplanasapprovedbytheBoardoftheParentCompanyandkeepinginviewthestrategiclongtermnatureofinvestment,themanagementoftheParentCompany is of the view that the carrying value of investments in CGIPL as at March 31, 2025 is appropriate. b.DuringtheyearendedMarch31,2025,theParentCompany,OptrascanInc,promotersandotherexistingshareholdersofOptrascanInchaveenteredintostockpurchaseagreement (collectivelyreferredas"OptrascanSHAagreement")pursuanttowhichtheParentCompanyhasacquired2,918,827SeriesBpreferredstock(noparvalue)representing19.68%ofthe shareholdingoftheOptrascanIncfromtheexistingshareholdersforacashconsiderationamountingto₹415.52Million($4.90Million)inOptrascanInc.OptrascanInchasbecome associateoftheCompanypursuanttosuchacquisition.OptrascanIncisengagedinthemanufacturing,assembling,marketing,saleanddistributionofartificialintelligence-powereddigital pathology scanners along with providing analytical services and cloud storage services. Also refer note 36. TheParentCompanyalsohasarighttoacquire14,951,540SeriesBpreferredstock(noparvalue)fromtheexistingshareholdersforacashconsiderationamountingto$25.10Millionby October 30, 2025 unless otherwise terminated. Further,basedonbusinessplanasapprovedbytheBoardoftheParentCompanyandkeepinginviewthestrategiclongtermnatureofinvestment,themanagementoftheParentCompany is of the view that the carrying value of investment in Optrascan as at March 31, 2025 is appropriate. c. Refer note 40 for percentage of effective ownership interest held (directly and indirectly) and voting rights details. d. Summarised financial information of the Group’s investment in associates has been disclosed in note 41. 6B Non-current investments (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Investments at fair value through statement of profit and loss account Investment in unquoted equity shares The Saraswat Co-operative Bank Limited 0.03 0.03 0.03 -2,500(March31,2024:2,500andMarch31,2023:2,500)sharesof₹10each,fullypaid up Generex Power Systems Private Limiteda -1,500(March31,2024:1,500andMarch31,2023:1,500)sharesof₹10each,fullypaid - - 0.02 up(atcostlessimpairmentoninvestments₹0.02Million(March31,2024:₹0.02Million and March 31, 2023: ₹ Nil) Total non-current investments 0.03 0.03 0.05 Aggregate book value of unquoted investments 0.05 0.05 0.05 Aggregate amount of impairment in value of investments 0.02 0.02 - a.DuringtheyearendedMarch31,2024,theGroupbasedontheinternalassessmentandrecoverabilityoftheinvestmentmadeinGenerexPowerSystemsPrivateLimitedhasimpaired the investment amounting to ₹ 0.02 Million. 309Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 7 Other financial assets (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Unsecured, considered good unless otherwise stated Non-current Financial instruments at amortised cost Non-current bank balances (refer note 12) 285.44 232.86 306.77 (A) 285.44 232.86 306.77 Security deposits Unsecured, considered good 42.32 28.25 136.33 Unsecured, credit impaired (refer note b below) 187.71 199.51 100.00 230.03 227.76 236.33 Impairment allowance (allowance for expected credit loss)a Unsecured, credit impaired (187.71) (199.51) (100.00) (B) 42.32 28.25 136.33 Total other non-current financial assets (A+B) 327.76 261.11 443.10 a. Movement in expected credit loss allowance are provided in the table below: (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Expected credit loss allowance At the beginning of the year 199.51 100.00 - Provision made during the year - 99.51 100.00 (Utilised) / (reversed) during the year (11.80) - - At the end of the year 187.71 199.51 100.00 b.Therewasafraud/misappropriationofearnestmoneydeposit('EMD')of ₹199.00Million(netofrecovery)inPMS.Thefraudwascommittedbytwoindividualswhofloatedafake tenderbyforgingsignatureofhighrankingGovernmentofficialsofWestBengal.TheGroupisconfidentofrecoveryoftheaforesaidEMD,basedonthevariouslegalactionstakenby PMSandthemanagementoftheGroup.However,consideringtheprocessofinvestigationandlegalformalities,therecoveryprocessandfinancialstatusoftheindividualsinvolved,the actualrecoverycanbedelayedandaccordinglythemanagementofPMShadprovidedforentirebalanceduesasonMarch31,2024(March31,2023:50%ofthebalancedues).During the year ended March 31, 2025, PMS has recovered an amount of ₹ 11.80 Million and accordingly impairment allowance has been reversed to that extent. (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Current Financial instruments at amortised cost Current bank balances (refer note 12) - 1.09 - Interest accrued on loans (refer note 36) 3.32 - - Expense recoverable from selling shareholders* 46.07 - - Other receivables - 75.01 108.04 (A) 49.39 76.10 108.04 Security deposits Unsecured, considered good 16.27 16.08 5.42 Unsecured, credit impaired 3.91 3.91 - 20.18 19.99 5.42 Impairment allowance (allowance for expected credit loss) Unsecured, credit impaired (3.91) (3.91) - (B) 16.27 16.08 5.42 Receivables from related parties (refer note 36) Unsecured, considered good - - 2.18 Unsecured, credit impaired - 0.21 0.21 - 0.21 2.39 Impairment allowance (allowance for expected credit loss) Unsecured, credit impaired - (0.21) (0.21) (C) - - 2.18 Total other current financial assets (A+B+C) 65.66 92.18 115.64 *PertainstoexpensesfortheproposedInitialPublicOffering(IPO)oftheequitysharesoftheParentCompany,whicharecarriedforwardasprepaidexpense.Aproportionofthese expensesrelatingtotheParentCompany'ssharewillbeadjustedwithsecuritiespremiumatthetimeofissueofsharesinaccordancewiththerequirementofsection52oftheCompanies Act,2013,andtheotherproportionoftheseexpensesrelatingtoproposedIPOoftheequitysharesheldbythesellingshareholders,willberecoveredfromthesellingshareholdersasper the terms of the offer agreement. 310Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 8 Loans - Non-Current (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Unsecured, considered good unless otherwise stated Loans to related parties (refer note 36) 93.28 - - Loans to others 24.27 24.27 22.12 Less: Impairment allowance (24.27) (24.27) - Total current loans 93.28 - 22.12 1.Loansarenon-derivativefinancialassetswhichareinterestbearingfortheGroupandaremeasuredatamortisedcost.Thecarryingvaluemaybeaffectedbychangesinthecreditriskof the counterparties. 2.DuringtheyearendedMarch31,2024,basedontheinternalassessmentandduetonon-recoverability,theGrouphasimpairedtheloangiveninthenatureofadvancetoGenerexPower Systems Pvt Ltd. amounting to ₹ 24.27 Million. 3.TheGrouphasnotgrantedanyadvancesinthenatureofloanstopromoters,keymanagerialpersonnels(KMPs)andtherelatedparties(asdefinedundertheCompaniesAct,2013) either severally or jointly other than as disclosed in note 36. 9 Non-current tax assets (net) (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Advance income-tax (net of provision for current tax)* 185.81 145.51 370.13 Total non-current tax assets (net) 185.81 145.51 370.13 * Includes an amount of ₹ 37.50 Million paid in connection with the survey during the year ended March 31, 2024, also refer note 35(6). 10 Trade receivables (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Trade receivables- Unsecured, considered good 2,716.60 4,254.46 1,887.55 Trade receivables which have significant increase in credit risk 440.90 289.50 42.34 Trade receivables - Unsecured, credit impaired 2.73 2.73 - 3,160.23 4,546.69 1,929.89 Impairment allowance (allowance for bad and doubtful debts) Trade receivables which have significant increase in credit risk (440.90) (289.50) (42.34) Trade receivables - Unsecured, credit impaired (2.73) (2.73) - (443.63) (292.23) (42.34) Total trade receivables 2,716.60 4,254.46 1,887.55 Notes: 1.NotradeorotherreceivableareduefromdirectorsorotherofficersoftheGroupeitherseverallyorjointlywithanyotherperson.Noranytradeorotherreceivablesareduefromfirms or private companies respectively in which any director is a partner, a director or a member other than as disclosed in note 36. 2. Trade receivables are non-interest bearing. 3. The Group’s exposure to credit and currency risk, and loss allowances are disclosed in note 38. 4. Refer note 36 for related parties disclosure. 5. Movement in expected credit loss allowance under simplified approach are provided in the table below: (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Expected credit loss allowance At the beginning of the year 292.23 42.34 39.24 Provision made during the year 151.40 252.09 6.40 Acquired through Business Combination (refer note 4.2(a)) - - 2.19 (Utilised) / (reversed) during the year - (2.20) (5.49) At the end of the year 443.63 292.23 42.34 6. There are no unbilled receivables, hence the same is not disclosed in the ageing schedule. (This space has been intentionally left blank) 311Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 10.1 Trade receivables ageing schedule As at March 31, 2025 (₹ in Million) Outstanding for following periods from due date of invoice Particulars Total Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years (i) Undisputed trade receivables - considered good 2,126.71 146.60 283.61 159.68 - 2,716.60 (ii) Undisputed trade receivables - which have significant increase in credit risk 28.17 17.16 116.67 116.20 162.70 440.90 (iii) Undisputed trade receivables - credit impaired - - 2.19 0.34 0.20 2.73 (iv) Disputed trade receivables - considered good - - - - - - (v) Disputed trade receivables - which have significant increase in credit risk - - - - - - (vi) Disputed trade receivables - credit impaired - - - - - - Total 2,154.88 163.76 402.47 276.22 162.90 3,160.23 As at March 31, 2024 (₹ in Million) Outstanding for following periods from due date of invoice Particulars Total Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years (i) Undisputed trade receivables - considered good 3,682.86 308.48 222.66 40.24 0.22 4,254.46 (ii) Undisputed trade receivables - which have significant increase in credit risk 76.60 2.92 62.20 114.25 33.53 289.50 (iii) Undisputed trade receivables - credit impaired - 2.19 0.34 0.19 0.01 2.73 (iv) Disputed trade receivables - considered good - - - - - - (v) Disputed trade receivables - which have significant increase in credit risk - - - - - - (vi) Disputed trade receivables - credit impaired - - - - - - Total 3,759.46 313.59 285.20 154.68 33.76 4,546.69 As at March 31, 2023 (₹ in Million) Outstanding for following periods from due date of invoice Particulars Total Less than 6 months 6 months to 1 year 1-2 years 2-3 years More than 3 years (i) Undisputed trade receivables - considered good 1,610.27 24.66 198.60 27.04 26.98 1,887.55 (ii) Undisputed trade receivables - which have significant increase in credit risk 0.10 4.45 28.15 4.66 4.98 42.34 (iii) Undisputed trade receivables - credit impaired - - - - - - (iv) Disputed trade receivables - considered good - - - - - - (v) Disputed trade receivables - which have significant increase in credit risk - - - - - - (vi) Disputed trade receivables - credit impaired - - - - - - Total 1,610.37 29.11 226.75 31.70 31.96 1,929.89 (This space has been intentionally left blank) 312Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 11 Inventories (valued at lower of cost and net realisable value) (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Raw materials and components1,2 2,712.07 1,641.09 1,594.47 Work-in-progress2 754.27 894.88 1,036.49 Finished goods2 851.56 560.83 812.00 Traded goods 41.23 54.64 27.20 Total inventories 4,359.13 3,151.44 3,470.16 Notes: 1. Includes goods in transit of ₹ 244.75 Million (March 31, 2024: ₹ 77.98 Million and March 31, 2023: ₹ Nil). 2. The closing balance of inventories is net of provision of ₹ 327.07 Million (March 31, 2024 : ₹ 247.89 Million and March 31, 2023 : ₹ 65.81 Million). 12 Cash and cash equivalents and Other bank balances (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 12.1 Cash and cash equivalents Balances with banks - On current accounts2, 3 1,147.19 220.82 69.40 Cash on hand 0.29 0.28 0.35 Total cash and cash equivalents 1,147.48 221.10 69.75 12.2 Other bank balances - Deposits with original maturity more than 3 months but less than 12 months3 143.06 - 2.64 - Deposits with remaining maturity of less than twelve months - 1.09 - - Deposits with original maturity of more than twelve months3 52.12 - - - Margin money deposits1 233.32 232.86 306.77 (A) 428.50 233.95 309.41 Amounts disclosed under other non-current financial assets (refer note 7) (285.44) (232.86) (306.77) Amounts disclosed under other current financial assets (refer note 7) - (1.09) - (B) (285.44) (233.95) (306.77) Total other bank balances (A+B) 143.06 - 2.64 1. A lien has been created over the deposits of ₹ 233.32 Million (March 31, 2024: ₹ 232.86 Million and March 31, 2023: ₹ 306.77 Million ) towards performance security bank guarantee. 2.Cashandcashequivalentsincludeanamountof₹Nil(March31,2024:₹94.28MillionandMarch31,2023:₹Nil)whichwasheldinUnspentCSRbankaccountandhadtobespent onCSRactivitiesaspersection135oftheCompaniesAct,2013.TheGrouphadmadethecorrespondingliabilityagainstthesameasdisclosedinnote20.DuringtheyearendedMarch 31, 2025, the entire liability has been discharged. 3.Includesanamountof₹175.80Million(March31,2024:₹Nil)receivedfromafoundationduringtheyearendedMarch31,2025.Thesaidamountshallbeutilisedonlyforthepurpose of research and development project as identified by the said foundation which is to be undertaken by the Bigtec Private Limited ('BPL'), a subsidiary. Also refer note 20. 4. For the purpose of statement of cash flows, cash and cash equivalents comprise of the following: (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Balances with banks - On current accounts 1,147.19 220.82 69.40 Cash on hand 0.29 0.28 0.35 Bank overdraft (refer note 16) (515.16) (971.81) (150.53) 632.32 (750.71) (80.78) (This space has been intentionally left blank) 313Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 13 Other assets (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Non-current Capital advances Unsecured, considered good 168.19 31.93 30.37 Others (Unsecured, considered good) Balances with statutory / government authorities 448.65 280.00 228.81 Total other non-current assets 616.84 311.93 259.18 Current Prepaid expenses 17.62 8.07 6.12 Others - 4.42 0.92 Advances other than capital advances Unsecured, considered good (refer note 36) 394.68 244.58 222.76 Unsecured, considered doubtful 59.31 60.59 1.28 453.99 305.17 224.04 Less: Provision for doubtful advances (59.31) (60.59) (1.28) (59.31) (60.59) (1.28) Balances with statutory / government authorities Unsecured, considered good 454.09 255.36 338.69 Unsecured, considered doubtful - - 3.52 454.09 255.36 342.21 Less: Provision for doubtful advances - - (3.52) - - (3.52) Total other current assets 866.39 512.43 568.49 (This space has been intentionally left blank) 314Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 1 4 Share capital Equity Shares Preference Shares Number (in Million) ₹ (in Million) Number (in Million) ₹ (in Million) Authorised share capital Equity shares of ₹ 1 each (March 31, 2024: ₹ 10 each and March 31, 2023: ₹ 10 each) As at April 01, 2022 11.90 119.00 0.30 3.00 Increase / (decrease) during the year - - - - As at March 31, 2023 11.90 119.00 0.30 3.00 Increase / (decrease) during the year - - - - As at March 31, 2024 11.90 119.00 0.30 3.00 Sub-division of ₹ 10 to ₹ 1 face value per share during the year (refer note g) 107.10 - 2.70 - Increase / (decrease) during the year (refer note g) 78.00 78.00 - - As at March 31, 2025 197.00 197.00 3.00 3.00 (a) Issued share capital Equity shares Number (in Million) ₹ (in Million) Equity shares of ₹ 1 each (March 31, 2024: ₹ 10 each and March 31, 2023: ₹ 10 each) Issued, subscribed and fully paid up As at April 01, 2022 2.24 22.46 Changes during the year (refer note f) 0.01 0.08 As at March 31, 2023 2.25 22.54 Changes during the year - - As at March 31, 2024 2.25 22.54 Shares extinguished on sub-division of shares (refer note g) (2.25) - 22,536,600 Equity shares of ₹ 1 each issued during the year on sub-division (refer note g) 22.54 - Issue of equity shares upon conversion of share warrants (refer note 15(c)) 0.02 0.02 As at March 31, 2025 22.56 22.56 (b) Terms / rights attached to equity shares TheParentCompanyhasonlyoneclassofequityshareshavingparvalueof₹1pershare(March31,2024:₹10pershare,March31,2023:₹10pershare).Eachholderofequitysharesisentitledtoonevotepershare.TheParentCompanydeclares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. IntheeventofliquidationoftheParentCompany,theholdersofequityshareswillbeentitledtoreceiveremainingassetsoftheParentCompany,afterdistributionofallpreferentialamounts.Thedistributionwillbeinproportiontothenumberof equity shares held by the shareholders. 315Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 1 4 Share capital (continued) (c) Details of Shareholders holding more than 5% shares in the Parent Company March 31, 2025 March 31, 2024 March 31, 2023 Name of the shareholder Number of Shares % Holding Number of Shares % Holding Number of Shares % Holding Equitysharesof₹1each(March31,2024:₹10eachandMarch 31, 2023: ₹ 10 each), fully paid-up Exxora Trading LLP 92,97,520 41.23% 9,29,752 41.26% 9,29,752 41.26% India Business Excellence Fund III 30,57,200 13.56% 3,05,720 13.57% 3,05,720 13.57% V Sciences Investments Pte Limited 20,14,030 8.93% 2,01,403 8.94% 2,01,403 8.94% Mr. N D Prabhu - - - - 1,22,291 5.43% Mr. J Guru Dutt & Mrs. Sandhya Guru Dutt 12,21,970 5.42% 1,22,197 5.42% 1,22,197 5.42% Mr. Chandrasekhar Bhaskaran Nair & Mrs. Anita Chandrasekhar 12,21,970 5.42% 1,22,197 5.42% 1,22,197 5.42% Mr. G Sampathgiri & Mrs. Jayshree Sampathgiri 12,21,970 5.42% 1,22,197 5.42% 1,22,197 5.42% Mr. G.M. Kini 15,26,760 6.77% 1,52,677 6.77% 1,22,104 5.42% As per records of the Parent Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares. (d) Details of shares held by promoters As at March 31, 2025 No. of shares at the Change during the No. of shares at % change during Name of the Promoter beginning of the % of total shares year (refer note g) the end of the year the year year Exxora Trading LLP 9,29,752 83,67,768 92,97,520 41.23% 0% Mr. Chandrasekhar Bhaskaran Nair & Mrs. Anita Chandrasekhar 1,22,197 10,99,773 12,21,970 5.42% 0% Total 10,51,949 94,67,541 1,05,19,490 46.65% 0% As at March 31, 2024 No. of shares at the Change during the No. of shares at % change during Name of the Promoter1 beginning of the % of total shares year the end of the year the year year Exxora Trading LLP 9,29,752 - 9,29,752 41.26% 0% Mr. Chandrasekhar Bhaskaran Nair & Mrs. Anita Chandrasekhar 1,22,197 - 1,22,197 5.42% 0% Total 10,51,949 - 10,51,949 46.68% 0% As at March 31, 2023 No. of shares at the Change during the No. of shares at % change during Name of the Promoter beginning of the % of total shares year the end of the year the year year Exxora Trading LLP 9,39,528 (9,776) 9,29,752 41.26% (1.04%) Mr. Chandrasekhar Bhaskaran Nair & Mrs. Anita Chandrasekhar 1,43,594 (21,397) 1,22,197 5.42% (14.90%) Total 10,83,122 (31,173) 10,51,949 46.68% (2.88%) 316Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 1 4 Share capital (continued) Notes: 1. The above shareholding disclosure of promoters is based on the MGT-7 filed by the Parent Company. (e) Shares reserved for issue under contract / commitment DuringtheyearendedMarch31,2025,sharewarranthasbeenexercisedand15,350equityshareshasbeenissuedtotheholderpostthesub-divisionoftheshares.Fordetailsofsharesreservedforissuanceonconversionofsharewarrant,refernote 15(c). (f)DuringtheyearendedMarch31,2023,theCompanyhasallotted7,340equitysharesoffacevalue₹10eachatapremiumof₹54,485.91eachinfavorofVSciencesInvestmentsPte.Ltd.Further,certainshareholderoftheCompanyhasalso transferred194,063equityshares toVSciencesInvestmentsPte.Ltdforaconsiderationasagreedbetweentheparties.SuchallotmentispursuanttotheapprovaloftheBoardofDirectorsintheboardmeetingandthespecialresolutionpassedbythe Shareholders in the extra-ordinary general meeting held during the year ended March 31, 2023. (g) During the year ended March 31, 2025, the Parent Company has sub-divided shares in of ₹ 10 each to ₹ 1 each and has increased the authorised share capital. (h)TheParentCompanyhasnotallottedanyfullypaidequitysharesbywayofbonussharesneitherboughtbackanyclassofequitysharesnorhasissuedsharesforconsiderationotherthancashduringtheperiodoffiveyearsimmediatelypreceding the balance sheet date. Refer note 48. 15 Other Equity a) Reserves and surplus ₹ (in Million) Securities premium Balance as at April 01, 2022 1,548.75 Changes during the year (refer note 14(f)) 399.93 Balance as at March 31, 2023 1,948.68 Changes during the year - Balance as at March 31, 2024 1,948.68 Changes during the year (refer note 15(c)) 9.98 Balance as at March 31, 2025 (A) 1,958.66 Amalgamation reserve Balance as at April 01, 2022 92.78 Changes during the year - Balance as at March 31, 2023 92.78 Changes during the year - Balance as at March 31, 2024 92.78 Changes during the year - Balance as at March 31, 2025 (B) 92.78 317Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 15 Other Equity (continued) ₹ (in Million) Capital reserve Balance as at April 01, 2022 61.64 Changes during the year - Balance as at March 31, 2023 61.64 Changes during the year - Balance as at March 31, 2024 61.64 Changes during the year - Balance as at March 31, 2025 (C) 61.64 Retained earnings Balance as at April 01, 2022 5,189.51 Profit / (loss) for the year (7.26) Add: Re-measurement gains / (losses) on defined benefit plans (net of tax) 1.65 Balance as at March 31, 2023 5,183.90 Profit / (loss) for the year 1,019.54 Add: Re-measurement (losses) / gains on defined benefit plans (net of tax) (0.52) Balance as at March 31, 2024 6,202.92 Profit / (loss) for the year 1,451.03 Add: Re-measurement (losses) / gains on defined benefit plans (net of tax) (7.43) Balance as at March 31, 2025 (D) 7,646.52 Other reserves Balance as at April 01, 2022 148.75 Changes during the year - Balance as at March 31, 2023 148.75 Changes during the year - Balance as at March 31, 2024 148.75 Changes during the year - Balance as at March 31, 2025 (E) 148.75 Total reserves and surplus Balance as at March 31, 2023 7,435.75 Balance as at March 31, 2024 8,454.77 Balance as at March 31, 2025 (A+B+C+D+E) 9,908.35 318Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 15 Other Equity (Continued) Nature and purpose of reserves 15.1 Securities premium Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013. 15.2 Amalgamation reserves Represents reserve recognised during the year ended March 31, 2016 pursuant to the scheme of amalgamation of Bigtec India Private Limited with the Parent Company. 15.3 Capital reserve Capital reserve is on account of acquisition of a subsidiary in earlier years. 15.4 Retained earnings Retainedearningsaretheprofit/(loss)thattheParentCompanyhasearned/incurredtilldate,lessanytransferstogeneralreserve,dividendsorotherdistributionspaidtoshareholders.Retainedearningsincludere-measurementloss/(gain)on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. 15.5 Other reserves DuringtheyearendedMarch31,2020,theParentCompanyissued10%OptionallyConvertibleSecuredRedeemableDebentures('OCD'),offacevalueof₹10,000eachtoIndiaBusinessExcellenceFundIII(IBEFIII)("theInvestor")inaccordance with the terms of investment agreement and amendments thereto (collectively referred as "the Investment agreement"). InvestorhadanoptionforredemptionorconversionofOCDsintoequitysharesandfurther,hadanexitrightincludingrightrequiringtheParentCompanytobuy-backthesecuritiesheldbythem.Consideringthebuy-backobligationoftheParent Companyandnotmeetingfixedtofixedcriteria,theOCDs,atinception,wererecordedasliabilityatfairvaluethroughprofitandloss.Further,subsequentlyonApril01,2021,theInvestorhadagreetowaivethebuy-backrightsgrantedtothemin Investment agreement. Hence, upon conversion the fair value loss of ₹ 148.75 Million was transferred to other reserves during the year ended March 31, 2022. ₹ (in Million) b) Equity portion of put option liability reserve Balance as at April 01, 2022 - Changes during the year (refer note 19) (247.00) Balance as at March 31, 2023 (247.00) Changes during the year - Balance as at March 31, 2024 (247.00) Changes during the year - Balance as at March 31, 2025 (247.00) 319Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 15 Other Equity (Continued) c) Money received against share warrants ₹ (in Million) Balance as at April 01, 2022 3.50 Changes during the year - Balance as at March 31, 2023 3.50 Changes during the year - Balance as at March 31, 2024 3.50 Money received against share warrants 6.50 Issue of equity shares upon conversion of share warrants (0.02) Securities premium on equity shares issued upon conversion of share warrants (9.98) Balance as at March 31, 2025 - Terms / rights attached to share warrant DuringtheyearendedMarch31,2020,pursuanttotheapprovaloftheBoardofDirectorsandapprovaloftheShareholdersintheextra-ordinarygeneralmeeting,theParentCompanyhadissued5,000sharewarrantsof₹2,000eachwithwarrant subscriptionpriceof₹700eachbywayofprivateplacementundertheprovisionsofCompaniesAct,2013andprovisionsofallotherapplicablelawsandregulations.DuringtheyearendedMarch31,2023asperthesharepurchaseandshare subscriptionagreemententeredonAugust16,2022,thesaidsharewarrantscanbeexercisedinaccordancewiththetermsofwarrantssubscriptionagreement,toreceive1,535equityshares.DuringtheyearendedMarch 31,2025,theParent Company had received the remaining subscription price of ₹ 1,300 each. Accordingly, share warrant has been exercised and 15,350 equity shares has been issued to the holder post the sub-division of the shares. Total other equity (a+b+c) Balance as at March 31, 2023 7,192.25 Balance as at March 31, 2024 8,211.27 Balance as at March 31, 2025 9,661.35 (This space has been intentionally left blank) 320Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 16 Borrowings (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Non Current Vehicle loans from bank and financial institution (secured) Vehicle loans (refer note a) 14.62 8.50 9.85 Loans from financial institutions (secured) Term loans (refer note b) 46.82 142.73 - Total non-current borrowings (A) 61.44 151.23 9.85 Current Loans from bank and financial institution Bank overdraft / Cash credit (refer note d) (secured) - 408.19 150.53 Cash credit (refer note d) (unsecured) 515.16 563.62 - Loan (refer note e) (secured) - - 377.29 Loans from related parties (unsecured) Loans (refer note c) 498.79 477.68 487.01 Loans from others (unsecured) Loans (refer note f) 43.59 40.51 42.54 Current maturities of long term borrowings Vehicle loans from bank and financial institution (secured) Vehicle loans (refer note a) 15.85 7.19 17.16 Loans from financial institutions (secured) Term loans (refer note b) 96.80 97.35 - Total current borrowings (B) 1,170.19 1,594.54 1,074.53 Total financial liabilities - borrowings (A+B) 1,231.63 1,745.77 1,084.38 The above amount includes Secured borrowings 174.09 663.96 554.83 Unsecured borrowings 1,057.54 1,081.81 529.55 Notes: a. Secured Indian rupee vehicle loans from bank and financial institution AsatMarch31,2025,thevehicleloansfromthebankandfinancialinstitutionamountingto₹30.47Million(March31,2024:₹15.69MillionandMarch31, 2023:₹27.01Million)carriesaneffectiveinterestraterangingbetween8.07%to9.21%p.a(March31,2024:7.42%to9.24%p.a.andMarch31,2023:7.42%to 9.93% p.a.) and is secured by the hypothecation of the respective vehicle. The loan is repayable in 36 to 39 equal monthly instalments. b. Term Loan TermLoanfromTataCapitalLimitedof₹143.62Million(March31,2024:₹240.08MillionandMarch31,2023:₹Nil)carriesafloatinginterestrateof10.25% p.a.to10.50%p.a.andissecuredbywayoffirstexclusivechargeoncollateraloffreeholdland.Theloanisrepayablein36monthlyinstalmentscommencingfrom September 10, 2023. (This space has been intentionally left blank) 321Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 16 Borrowings (continued) c. Loans from related parties (also refer note 36) 1.Loansfromrelatedpartiesincludealoanof₹Nil(March31,2024:₹0.37MillionandMarch31,2023:₹73.89Million)ofParentCompanyfromMr.Sriram Natarajanwhichcarriesaninterestraterangingfrom9%p.a.to12%p.a.andwasinitiallyrepayableonconversionofOCDs.PostconversionofOCDsduringthe year ended March 31, 2022, the same was repayable on demand. During the year ended March 31, 2025, the same is repaid in full. 2.LoansfromrelatedpartiesincludeloansofsubsidiaryPrognosysMedicalSystemsPrivateLimited('PMS')acquiredaspartofbusinesscombinationtakenfrom Mr.SriramNatarajananditsaffiliateentitiesamountingto₹474.29Million(March31,2024:₹451.01MillionandMarch31,2023:₹413.12Million)carries interest ranging from 8% p.a to 10% p.a. and is repayable on demand (also refer note 4.2(a)). 3.Loansfromrelatedpartiesincludenoninterestbearingloansof subsidiaryPrognosysHealthcare(India) Private Limited ('PHC')acquired aspart ofasset acquisitiontakenfromMr.SriramNatarajanamountingto₹24.50Million(March31,2024:₹24.50MillionandMarch31,2023:₹Nil)andisrepayableon demand (also refer note 4.2(b)). 4.LoansfromrelatedpartiesincludeloanofPMStakenfromChayagraphicsHealthcarePrivateLimitedamountingto₹Nil(March31,2024:₹1.80Millionand March 31, 2023:₹ Nil) and is repayable on demand. d. Bank overdraft 1.BankoverdraftoftheParentCompanyfrombanksamountingto₹Nil(March31,2024:₹408.19MillionandMarch31,2023:₹Nil)carriesaninterestrateof3- 6monthMCLR+Spread0%p.a.-0.30%p.a.&3monthTreasurybill+Spread2.66%p.a.andissecuredbywayoffirstrankingparipassupledgeofcurrent assets(bothcurrent&future),propertyplantandequipment(bothcurrent&future),intangibleassets(bothcurrent&future),firstrankingparipassuchargeon immovablepropertyL42andL46andundatedchequeforthefacilityamount.AsatMarch31,2025,theParentCompanyhasthesurplusamountandhence classified under Cash and cash equivalents and Other bank balances (refer note 12 for details). 2.CashcreditofPMSfrombanksamountingto₹515.16Million(March31,2024:₹563.62MillionandMarch31,2023:₹89.66Million)carriesaninterestrate of 8.50% p.a.- 9.60% p.a. and is primarily secured by way of corporate guarantee by Parent Company. 3.CashcreditofPMSfromabankamountingto₹Nil(March31,2024:NilandMarch31,2023:₹26.01Million)carriedaninterestrateofRLLR+spread3.10% p.a. and is primarily secured by way of hypothecation of inventory and book debts of PMS. 4.CashcreditofPMSunderGuaranteedEmergencyCreditLine(GECL)fromabankamountingto₹Nil(March31,2024:₹NilandMarch31,2023:₹34.86 Million)carriedaninterestrateofEBLR+spread4.00%p.aandisprimarilysecuredbywayofhypothecationofinventory,accessories,spareparts,bookdebts and other current assets of PMS. e. Short-term Loan 1.Short-termLoanoftheParentCompanyfromabankof ₹Nil(March31,2024:₹NilandMarch31,2023:₹350.00Million)carriedaninterestrateof1month MCLR+spread0.25%p.a.andissecuredbywayofpledgeofcurrentassets(bothcurrent&future),plant&machineryexcludingvehicles(bothcurrent&future) and undated cheque for the facility amount. 2. Short-termassistancetoPMSintheformof'RawMaterialAssistance'fromTheNationalSmallIndustriesCorporationLtdamountingto₹Nil(March31, 2024: ₹ Nil and March 31, 2023: ₹ 27.29 Million) carried an interest rate of 12.00% p.a. and is issued against bank guarantee. f. Loans from others 1.LoansfromothersincludeloansofsubsidiaryPMSamountingto₹43.06Million(March31,2024:₹39.98MillionandMarch31,2023:₹42.54Million) carries an interest rate of 8.00% p.a and the same is repayable on demand. 2.Loansfromothersincludeinterestfreeloansofsubsidiary,PHCamountingto₹0.53Million(March31,2024:₹0.53MillionandMarch31,2023:₹Nil)and the same is repayable on demand. g.DuringtheyearendedMarch31,2025,March31,2024andMarch31,2023,theParentCompanyhasdelayedinrepaymentofprincipalandinterestinthe following instances : Name of lender During the year Amount not paid on due No. of days delay or Number of ended date unpaid instalments Vehicle loan from Benz Financial Services India Private Limited March 31, 2025 ₹ 1.74 Million 1 day 1 instalment Term loan from Tata Capital March 31, 2025 ₹ 28.13 Million 1 day 3 instalments Vehicle loan from HDFC Bank March 31, 2024 ₹ 0.03 Million 15 days 1 instalment Vehicle loan from HDFC Bank March 31, 2023 ₹ 0.03 Million 13 days 1 instalment Vehicle loan from HDFC Bank March 31, 2023 ₹ 0.03 Million 11 days 1 instalment Vehicle loan from HDFC Bank March 31, 2023 ₹ 0.03 Million 1 day 1 instalment (This space has been intentionally left blank) 322Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 17 Net employee defined benefit liabilities (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Non-current Provision for employee benefits Provision for gratuity (refer note 33) 40.53 18.96 15.28 40.53 18.96 15.28 Current Provision for employee benefits Provision for gratuity (refer note 33) 9.20 8.41 7.79 9.20 8.41 7.79 18 Provisions (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Current Provision for compensated absences 40.76 19.29 13.22 Provision for warranty1 165.93 188.68 102.99 206.69 207.97 116.21 1.The Parent Companyand PMSprovides warranties forits products, systems and services,undertakingto repair orreplace the itemsthatfail toperform satisfactorilyduringthewarrantyperiod.Provisionrepresentstheamountoftheexpectedcostbasedontechnicalevaluationandpastexperienceofmeetingsuch obligations. It is expected that this expenditure will be incurred over the contractual warranty period. Details of changes in warranty provision during the year (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 At the beginning of the year 188.68 102.99 37.31 Add: Liability assumed in Business Combination (refer note 4.2(a)) - - 22.12 Add : Additions made during the year 52.68 134.63 59.40 Less : Amounts utilised / reversed during the year (75.43) (48.94) (15.84) At the end of the year 165.93 188.68 102.99 (This space has been intentionally left blank) 323Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 19 Other financial liabilities (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Non-current Put option liability (refer note 15)1 247.00 247.00 247.00 247.00 247.00 247.00 1.PutoptionliabilitypertainstoliabilitiesarisingfromoptionsgiventocertainnoncontrollinginterestshareholderstobuybacktheirsharesbyPMSandPHCas at the date of acquisition by the Parent Company as detailed in note 4.2 and 32(o). Current Employee related payables (refer note 36) 203.06 113.49 113.98 Payable towards capital goods 59.09 16.66 25.08 Other payables - 3.42 4.29 262.15 133.57 143.35 20 Other liabilities (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Current Contract liabilities - Deferred revenue1 60.68 73.22 94.45 Advance from customers 57.63 61.94 60.92 Statutory dues payable 91.11 206.48 96.26 Other advances2 193.33 - - Liability towards corporate social responsibility - 157.48 94.28 402.75 499.12 345.91 1.Contractliabilitiesrepresentstheaggregateamountofthetransactionpriceallocatedtotheperformanceobligationthatareunsatisfiedasattheendofthe reporting period. 2.BPLhaveenteredintoanagreementwithafoundationforresearchanddevelopment.ThefoundationwouldreimbursetheexpenseincurredbytheBPLtowards theresearchanddevelopmentcostoftheidentifiedproject.BPLrequirestospendbothforcapitalandalsooperatingexpenses.During theyearendedMarch31, 2025,BPLhavereceivedamountequivalentto₹210.01Million.BPLhavespend₹6.51Milliononcapitalexpenditureand₹10.17Milliontowardsrelated operatingexpenseswhichisnettedoffagainstthefundsreceived.Theexcessamountisdisclosedasotheradvancesinothercurrentliabilitiesintherestated consolidated summary statements. 21 Trade payables (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Carried at amortised cost Trade payables to related parties (refer note 36) - 0.08 - Trade payables to others 2,302.12 939.80 855.22 2,302.12 939.88 855.22 Notes: 1. Terms and conditions of the above financial liabilities: - Trade payables are non-interest bearing and are normally settled on terms upto 90 days. - For explanations on the Group's liquidity risk, refer note 38 - Trade payables are unsecured (This space has been intentionally left blank) 324Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 21.1 Trade payables ageing Schedule As at March 31, 2025 (₹ in Million) Outstanding for following periods from due date of payment* Particulars Unbilled Total Less than 1 year 1-2 years 2-3 years More than 3 years Undisputed dues of creditors 630.89 1,636.79 21.57 2.99 9.88 2,302.12 Disputed dues of creditors - - - - - - Total 630.89 1,636.79 21.57 2.99 9.88 2,302.12 As at March 31, 2024 (₹ in Million) Outstanding for following periods from due date of payment* Particulars Unbilled Total Less than 1 year 1-2 years 2-3 years More than 3 years Undisputed dues of creditors 295.86 618.71 7.63 6.06 11.62 939.88 Disputed dues of creditors - - - - - - Total 295.86 618.71 7.63 6.06 11.62 939.88 As at March 31, 2023 (₹ in Million) Outstanding for following periods from due date of payment* Particulars Unbilled Total Less than 1 year 1-2 years 2-3 years More than 3 years Undisputed dues of creditors 211.46 605.14 26.08 8.45 4.09 855.22 Disputed dues of creditors - - - - - - Total 211.46 605.14 26.08 8.45 4.09 855.22 *Note: The management has considered transaction date as the basis for determining the ageing of the trade payables. (This space has been intentionally left blank) 325Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 22 Revenue from operations 22.1 Disaggregated revenue information Set out below is the disaggregation of the Group's revenue from contracts with customers: (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Revenue from contracts with customers Sale of products Finished Goods 9,837.26 8,152.38 3,218.50 Traded goods 137.56 44.87 5.78 Total revenue from contracts with customers 9,974.82 8,197.25 3,224.28 Other operating revenue 229.36 168.36 100.35 Total revenue from operations 10,204.18 8,365.61 3,324.63 22.2 Timing of revenue recognition (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Service transferred over time - Other operating revenue 167.33 158.65 100.35 Service transferred at a point in time - Other operating revenue 62.03 9.71 - Goods transferred at a point in time - Sale of products 9,974.82 8,197.25 3,224.28 10,204.18 8,365.61 3,324.63 22.3 Contract Balances (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Trade receivables - Current (Gross) 3,160.23 4,546.69 1,929.89 - Impairment allowance (443.63) (292.23) (42.34) Contract liabilities Advance from customers - Current 57.63 61.94 60.92 Deferred revenue - Current (refer note a below) 60.68 73.22 94.45 a) Movement in Contract Liabilities - Deferred Revenue (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 73.22 94.45 28.30 Add: Revenue to be recognised from performance obligations to be satisfied in succeeding years 46.67 19.52 81.46 Less: Revenue recognised that was included in contract liability at the beginning of the year (59.21) (40.75) (15.31) Closing balance 60.68 73.22 94.45 (This space has been intentionally left blank) 326Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 22 Revenue from operations (continued) 22.4 Reconciliation of revenue as recognised in the Statement of Profit and Loss with the contracted price: (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Revenue as per contracted price 10,588.15 8,542.05 3,413.32 Adjustments: Extended warranties (60.68) (73.22) (94.45) Liquidated damages (22.17) (2.93) 19.63 Tender processing fees - (19.09) - Discounts / incentives (301.12) (81.20) (13.87) Revenue from operations 10,204.18 8,365.61 3,324.63 23 Other income (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Interest income on : - bank deposits 22.52 11.96 13.98 - loan (refer note 36) 3.68 - 18.56 - income tax refund 4.26 1.70 - - security deposits 2.10 1.11 0.69 Duty drawback 22.01 9.97 7.72 Gain on account of foreign exchange fluctuation (net) - 8.23 - Gain on sale / discard of property, plant and equipment and asset held-for-sale (net) - 3.66 - Provision / liabilities no longer required, written back 12.20 1.29 - Miscellaneous income 8.41 3.06 8.53 Total other income 75.18 40.98 49.48 24 Cost of raw material and components consumed (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Inventory at the beginning of the year 1,641.09 1,594.47 1,522.96 Add: Purchases 5,418.69 3,245.90 1,742.76 Add: Inventory acquired through Business Combination (refer note 4.2(a)) - - 182.03 Less: Inventory at the end of the year (2,712.07) (1,641.09) (1,594.47) Cost of raw material and components consumed 4,347.71 3,199.28 1,853.28 (This space has been intentionally left blank) 327Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 25 (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Opening balance Work-in-progress 894.88 1,036.49 717.87 Finished goods 560.83 812.00 693.96 Traded goods 54.64 27.20 22.82 Total opening balance (A) 1,510.35 1,875.69 1,434.65 Inventory acquired through business combination (refer Note 4.2(a)) (B) - - 10.73 Closing balance Work-in-progress 754.27 894.88 1,036.49 Finished goods 851.56 560.83 812.00 Traded goods 41.23 54.64 27.20 Add: Provision for inventory disclosed as exceptional item 87.96 168.59 - Total closing balance (C) 1,735.02 1,678.94 1,875.69 Total(increase)/decreaseininventoriesoffinishedgoods,work-in-progressandtraded (A+B-C) (224.67) 196.75 (430.31) goods (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods Work-in-progress 140.61 141.61 (318.62) Finished goods (290.73) 251.17 (118.04) Traded goods 13.41 (27.44) (4.38) Inventory acquired through business combination (refer Note 4.2(a)) - - 10.73 Provision for inventory disclosed as exceptional item (87.96) (168.59) - Total(increase)/decreaseininventoriesoffinishedgoods,work-in-progressandtraded (224.67) 196.75 (430.31) goods 26 Employee benefit expenses (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Salaries, wages and bonus 966.63 594.19 464.53 Gratuity expenses (refer note 33) 16.36 10.26 7.12 Contribution to provident and other funds 24.46 18.92 13.91 Staff welfare expenses 20.40 15.55 11.70 Total employee benefit expenses 1,027.85 638.92 497.26 27 Depreciation and amortisation expenses (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Depreciation of property, plant and equipment (refer note 3) 232.08 218.88 182.19 Amortisation of intangible assets (refer note 4) 146.46 151.78 103.85 Depreciation of right-of-use assets (refer note 34) 66.99 39.42 31.18 Total depreciation and amortisation expenses 445.53 410.08 317.22 28 Finance costs (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Interest expenses (refer note 36) 136.38 115.98 53.05 Interest on lease liabilities (refer note 34) 16.88 8.63 8.36 Interest - others 6.83 12.29 5.08 Bank charges 16.49 7.56 2.00 Total finance costs 176.58 144.46 68.49 (This space has been intentionally left blank) 328Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 29(a) Other expenses (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Royalty expenses 24.47 32.47 23.12 Manpower cost 412.16 238.12 131.11 Freight expenses 142.88 88.84 61.95 Commission expenses 648.53 389.86 119.93 Travelling and conveyance 163.32 124.22 93.19 Power and fuel 100.14 74.38 64.70 Warranty expenses 52.68 134.63 59.40 Advertising and sales promotion 133.84 56.73 46.30 Marketing consultancy charges 87.29 63.65 41.41 Legal and professional charges 122.47 97.59 54.17 Payment to auditor 11.17 5.30 4.67 Rent (refer note 34) 11.26 6.42 6.86 Repairs and maintenance 85.27 56.36 44.95 Rates and taxes 46.89 48.11 45.84 Loss on account of foreign exchange fluctuation (net) 31.92 - 4.02 Impairment allowance / provision for doubtful debts and advances 151.40 339.58 5.71 Bad debts / advances written off 4.56 39.45 1.41 Corporate social responsibility expenses 33.63 63.20 58.85 Loss on sale / discard of property, plant and equipment (net) 0.63 - 0.44 Patent search and renewal charges 16.06 20.64 11.50 Intangible assets under development written off - - 9.78 Impairment on investment (refer note 36) - 0.02 - Miscellaneous expenses 125.11 101.08 73.72 Total other expenses 2,405.68 1,980.65 963.03 29(b) Exceptional items (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 (Reversal) / provision for earnest money deposit1 (11.80) 99.51 - Provision for inventories2 87.96 168.59 - Impairment on intangible assets acquired through asset acquisition (refer note 4 and 4.2(b))3 - 198.28 - Intangible assets and intangible assets under development written off4 35.16 65.31 - Total exceptional items 111.32 531.69 - Notes: 1.PMSbasedontheinternalassessmentcarriedoutduringtheyearendedMarch31,2024hasmadetheprovisionagainstearnestmoneydepositduetofraudcarriedoutduringtheyearended March 31, 2023. During the year ended March 31, 2025, PMS has recovered an amount of ₹ 11.80 Million and accordingly impairment allowance has been reversed to that extent. Refer note 7. 2.Basedontheinternalassessment,duringtheyearendedMarch31,2025themanagementoftheParentCompanyhasprovidedforinventoriesamountingto₹87.96Millionwithrespecttothe provision of unused stock due to technological obsolescence (March 31, 2024: ₹ 168.59 Million with respect to excess inventories pertaining to COVID 19 pandemic). 3.TheGrouphadperformedimpairmenttestfortheyearendedMarch31,2024basedonvalue-in-usecalculationswhichrequiretheuseofassumptions.Thecalculationsusescashflowprojections basedonfinancialbudgetsapprovedbythemanagement.Duetothechangeinthebusinessplansandrevisedfuturecashflows,themanagementhasbasedonfuturerecoverablevalueimpaired Computer software and Business intellectual property amounting to ₹ 191.50 million and ₹ 6.78 million respectively. Refer note 4 and 4.2. 4.BPLbasedontheinternalassessmentcarriedoutduringtheyearendedMarch31,2025haswrittenoffthecarryingvalueofIntangibleassetsincludingunderdevelopmentamountingto₹35.16 Million (March 31, 2024: ₹ 65.31 Million and March 31, 2023: ₹ 9.78 Million disclosed under other expenses). (This space has been intentionally left blank) 329Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 30 Income tax TheCompany,itssubsidiariesandassociatesaresubjecttoincometaxinIndia.Businesslosscanbecarriedforwardforamaximumperiodofeightassessmentyearsimmediatelysucceedingthe assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period. PursuanttotheTaxationLaw(Amendment)Ordinance,2019('Ordinance')issuedbyMinistryofLawandJustice(LegislativeDepartment)onSeptember20,2019whichwaseffectivefromApril 01,2019,domesticcompanieshadtheoptiontopayincometaxat22%plusapplicablesurchargeandcess('newtaxregime')subjecttocertainconditions.TheParentCompanyandcertainentities in the Group, based on the projections had adopted the reduced rates of tax as per the Income Tax Act, 1961 from April 01, 2019. a. Income tax expenses in the Restated Consolidated Summary Statement of Profit and Loss and Other Comprehensive Income consist of the following: (₹ in Million) For the year ended For the year ended For the year ended Ind AS statement of profit and loss March 31, 2025 March 31, 2024 March 31, 2023 (a) Current tax 759.58 649.53 69.54 (b) Deferred tax (credit) / charge (204.13) (192.41) 59.34 (c) Adjustment of tax relating to earlier years 3.04 3.85 0.97 558.49 460.97 129.85 Other comprehensive income ('OCI') Deferred tax related to re-measurement losses / (gains) on defined benefit plans (2.27) (0.08) 0.55 Income tax credit to OCI (2.27) (0.08) 0.55 b. Reconciliation of taxes to the amount computed by applying the statutory income tax rate to the income before taxes is summarised below: (₹ in Million) For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Profit before taxes 1,944.28 1,296.39 95.40 Applicable tax rates in India 25.22% 24.55% 25.17% Computed tax charge 490.35 318.31 24.01 Non-deductible expenses for tax purposes 11.17 42.29 22.78 Reversal of previously recognised DTA on business losses of subsidiary 1.45 71.68 73.91 Adjustment of tax relating to earlier years 3.04 3.85 - Others 52.48 24.84 9.15 Total tax expense 558.49 460.97 129.85 Income tax reported in the Restated Consolidated Summary Statements of Profit and Loss 558.49 460.97 129.85 (This space has been intentionally left blank) 330Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 30 Income tax (continued) c. Recognised deferred tax assets and liabilities The following is the movement of deferred tax assets / liabilities presented in the balance sheet: (₹ in Million) Opening Acquired through asset Recognised Recognised Closing For the year ended March 31, 2025 balance acquisition in profit or loss in OCI balance A. Deferred tax liabilities (net) Right-of-use assets 7.43 - 26.76 - 34.19 Lease liabilities (8.28) - (25.86) - (34.14) Property,plantandequipmentandIntangibleassets:Impact of difference between tax depreciation and depreciation / 42.50 - (24.90) - 17.60 amortisation charged for the purpose of financial reporting Impactofexpenditurechargedtothestatementofprofitand lossin the current period but allowed for tax purposes on (10.62) - (3.10) (0.99) (14.71) payment basis Deferred tax liabilities (net) 31.03 - (27.10) (0.99) 2.94 B. Deferred tax assets (net) Right-of-use assets (13.48) - (11.17) - (24.65) Lease liabilities 15.19 - 11.00 26.19 Property,plantandequipmentandIntangibleassets:Impact of difference between tax depreciation and depreciation / 0.27 - (8.86) - (8.59) amortisation charged for the purpose of financial reporting Impactofexpenditurechargedtothestatementofprofitand lossin the current period but allowed for tax purposes on 308.58 - 159.59 1.28 469.45 payment basis Carry forward of losses : Impact of brought forward losses (19.96) - 19.96 - - Others 0.52 - 6.51 - 7.03 Deferred tax assets (net) 291.12 - 177.03 1.28 469.43 (₹ in Million) Acquired through asset Opening Recognised Recognised Closing For the year ended March 31, 2024 acquisition (refer note balance in profit or loss in OCI balance 4.2(b)) A. Deferred tax liabilities (net) Right-of-use assets 11.15 - (3.72) - 7.43 Lease liabilities (12.29) - 4.01 - (8.28) Property,plantandequipmentandIntangibleassets:Impact of difference between tax depreciation and depreciation / 60.13 - (17.63) - 42.50 amortisation charged for the purpose of financial reporting Impactofexpenditurechargedtothestatementofprofitand lossin the current period but allowed for tax purposes on (6.40) - (4.27) 0.05 (10.62) payment basis Deferred tax liabilities (net) 52.59 - (21.61) 0.05 31.03 B. Deferred tax assets (net) Right-of-use assets (11.91) - (1.57) - (13.48) Lease liabilities 13.95 - 1.24 - 15.19 Property,plantandequipmentandIntangibleassets:Impact of difference between tax depreciation and depreciation / 11.29 (1.55) (9.47) - 0.27 amortisation charged for the purpose of financial reporting Impactofexpenditurechargedtothestatementofprofitand lossin the current period but allowed for tax purposes on 90.43 - 218.02 0.13 308.58 payment basis Carry forward of losses : Impact of brought forward losses - 17.32 (37.28) - (19.96) Others 0.66 - (0.14) - 0.52 Deferred tax assets (net) 104.42 15.77 170.80 0.13 291.12 (This space has been intentionally left blank) 331Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 30 Income tax (continued) (₹ in Million) Acquired through Opening Recognised Recognised Closing For the year ended March 31, 2023 business combination balance in profit or loss in OCI balance (refer note 4.2 (a)) A. Deferred tax liabilities (net) Right-of-use assets 15.37 - (4.22) - 11.15 Lease liabilities (16.16) - 3.87 - (12.29) Property,plantandequipmentandIntangibleassets:Impact of difference between tax depreciation and depreciation / 72.92 - (12.79) - 60.13 amortisation charged for the purpose of financial reporting Impactofexpenditurechargedtothestatementofprofitand lossin the current period but allowed for tax purposes on (1.48) - (4.98) 0.06 (6.40) payment basis Deferred tax liabilities (net) 70.65 - (18.12) 0.06 52.59 B. Deferred tax assets (net) Right-of-use assets (7.44) (5.89) 1.42 - (11.91) Lease liabilities 7.60 6.80 (0.45) - 13.95 Property,plantandequipmentandIntangibleassets:Impact of difference between tax depreciation and depreciation / 36.37 1.67 (26.75) - 11.29 amortisation charged for the purpose of financial reporting Impactofexpenditurechargedtothestatementofprofitand lossin the current period but allowed for tax purposes on 29.19 39.70 22.03 (0.49) 90.43 payment basis Carry forward of losses : Impact of brought forward losses - 73.91 (73.91) - - Others 0.14 0.32 0.20 - 0.66 Deferred tax assets (net) 65.86 116.51 (77.46) (0.49) 104.42 (This space has been intentionally left blank) 332Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 31 Earnings per share (EPS) BasicEPSiscalculatedbydividingtheprofit/lossfortheyearattributabletoequityshareholdersoftheParentCompanybytheweightedaveragenumberofequitysharesoutstandingduringtheyear.Partlypaidequitysharesare treatedasafractionofanequitysharetotheextentthattheywereentitledtoparticipateindividendsrelativetoafullypaidequityshareduringthereportingyear.Theweightedaveragenumberofequitysharesoutstandingduringthe yearsisadjustedforeventssuchasbonusissue,bonuselementinarightsissue,sharesplit,andreversesharesplit(consolidationofshares)thathavechangedthenumberofequitysharesoutstanding,withoutacorrespondingchange in resources. DilutedEPSiscalculatedbydividingtheprofitattributabletoequityshareholdersoftheParentCompanybytheweightedaveragenumberofequitysharesoutstandingduringtheyearplustheweightedaveragenumberofequity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following table reflects the income and share data used in the basic and diluted EPS computations: Particulars For the year ended MarchFor the year ended MarchFor the year ended March 31, 2025 31, 20241 31, 20231,2 Face value of equity shares (₹ per share) 1.00 1.00 1.00 Earnings Restated Profit / (loss) attributable to owners of the Parent Company for Basic EPS and Diluted EPS (₹ in Million) (a) 1,451.03 1,019.54 (7.26) Shares Weighted average number of equity shares used for computing EPS (Basic) (b) 11,27,26,947 11,26,83,000 11,25,06,035 Add: Weighted average number of potential equity shares on account of share warrants (refer note 15) 32,803 73,539 - Weighted average number of equity shares used for computing EPS (Diluted) (c) 11,27,59,750 11,27,56,539 11,25,06,035 EPS- Basic (₹) (c=a/b) 12.87 9.05 (0.06) EPS- Diluted (₹) (e=a/c) 12.87 9.04 (0.06) 1.DuringtheyearendedMarch31,2025,theParentCompanyhas'sub-divided'oneshareoffacevalue₹10pershareinto10equitysharesoffacevalue₹1persharefullypaidup.Further,subsequenttotheyearendedMarch31, 2025,theParentCompanyhasallotedthebonussharesintheratio4:1.EPScalculationfortheyearendedMarch31,2024andMarch31,2023reflectstheabovechangeinEPSandnumberofsharesduetosub-divisionandbonus issue. Refer note 48 for further details. 2.ConsideringthattheGrouphasincurredlossesduringtheyearendedMarch31,2023,thepotentialequitysharesonaccountofsharewarrantswoulddecreasethelosspersharefortheyearendedMarch31,2023andaccordingly is not considered for the purpose of calculation of diluted earnings per share. 32 Significant accounting judgements, estimates and assumptions ThepreparationoftheGroup'sRestatedConsolidatedSummaryStatementsrequiresmanagementtomakejudgements,estimatesandassumptionsthataffectthereportedamountsofrevenues,expenses,assetsandliabilities,andthe accompanyingdisclosures,andthedisclosureofcontingentliabilities.Uncertaintyabouttheseassumptionsandestimatescouldresultinoutcomesthatrequireamaterialadjustmenttothecarryingamountofassetsorliabilities affected in future periods. Thekeyassumptionsconcerningthefutureandotherkeysourcesofestimationuncertaintyatthereportingdatethathaveasignificantriskofcausingamaterialadjustmenttothecarryingamountsofassetsandliabilitieswithinthe nextfinancialyear,aredescribedbelow.TheGroupbaseditsassumptionsandestimatesonparametersavailablewhentheRestatedConsolidatedSummaryStatementswereprepared.Existingcircumstancesandassumptionsabout future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. IntheprocessofapplyingtheGroup’saccountingpolicies,managementhasmadethefollowingjudgements/estimates,whichhavethemostsignificanteffectontheamountsrecognisedintheRestatedConsolidatedSummary Statements. (a) Fair value measurement of financial instruments WhenthefairvaluesoffinancialassetsandfinancialliabilitiesrecordedintheRestatedConsolidatedSummaryStatementsofAssetsandLiabilitiescannotbemeasuredbasedonquotedpricesinactivemarkets,theirfairvalueis measuredusingvaluationtechniquesincludingtheDCFmodel.Theinputstothesemodelsaretakenfromobservablemarketswherepossible,butwherethisisnotfeasible,adegreeofjudgementisrequiredinestablishingfairvalues. Judgementsincludeconsiderationsofinputssuchasliquidityrisk,creditriskandvolatility.Changesinassumptionsaboutthesefactorscouldaffectthereportedfairvalueoffinancialinstruments.Refernote38forfurther disclosures. (b) Contingencies Contingent liabilities may arise from the ordinary course of business in relation to claims against the Group including legal and contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future eventsoccurorfailtooccur.Theassessmentoftheexistenceandpotentialquantumofcontingenciesinherentlyinvolvestheexerciseofsignificantjudgementandtheuseofestimatesregardingtheoutcomeoffutureevents.Refernote 35 for further disclosures. (This space has been intentionally left blank) 333Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 32 Significant accounting judgements, estimates and assumptions (continued) (c) Defined benefit plans (gratuity benefits) Thecostofthedefinedbenefitgratuityplanandthepresentvalueofthegratuityobligationaredeterminedusingactuarialvaluations.Anactuarialvaluationinvolvesmakingvariousassumptionsthatmaydifferfromactual developmentsinthefuture.Theseincludethedeterminationofthediscountrate;futuresalaryincreasesandmortalityrates.Duetothecomplexitiesinvolvedinthevaluationanditslong-termnature,adefinedbenefitobligationis highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Theparametermostsubjecttochangeisthediscountrate.IndeterminingtheappropriatediscountrateforplanoperatedinIndia,themanagementconsiderstheinterestratesofgovernmentbondswhereremainingmaturityofsuch bondcorrespondtoexpectedtermofdefinedbenefitobligation.ThemortalityrateisbasedonpubliclyavailablemortalitytablesforIndia.Thosemortalitytablestendtochangeonlyatintervalinresponsetodemographicchanges. Future salary increases and gratuity increases are based on expected future inflation rates for India. Further details about gratuity obligations are given in note 33. (d) Provision for expected credit losses of trade receivables and contract assets The Group estimates the credit allowance as per practical expedient based on the historical credit loss experience as enumerated in credit risk section of note 38. (e) Leases - Estimating the incremental borrowing rate TheGroupcannotreadilydeterminetheinterestrateimplicitinthelease,therefore,itusesitsincrementalborrowingrate(IBR)tomeasureleaseliabilities.TheIBRistherateofinterestthattheGroupwouldhavetopaytoborrow overasimilarterm,andwithasimilarsecurity,thefundsnecessarytoobtainanassetofasimilarvaluetotheright-of-useassetinasimilareconomicenvironment.TheIBRthereforereflectswhattheGroup‘wouldhavetopay’, whichrequiresestimationwhennoobservableratesareavailableorwhentheyneedtobeadjustedtoreflectthetermsandconditionsofthelease.TheGroupestimatestheIBRusingobservableinputs(suchasmarketinterestrates) when available and is required to make certain entity-specific estimates. Refer note 34 for further disclosures. f) Impairment of investments and goodwill Determiningwhetherinvestmentandgoodwillareimpairedrequiresanestimationofthevalueinuseoftherespectiveassetortherelevantcashgeneratingunits.Forthepurposesofimpairmentassessment,theGroupisconsideredas singleCashgeneratingunit.Therecoverableamountofthecashgeneratingunitsisdeterminedusingavalue-in-usemodel.Value-in-useisgenerallycalculatedasthenetpresentvalueoftheprojectedpost-taxcashflowsplusa terminal value of the cash generating unit. Further, the cash flow projections are based on estimates and assumptions which are considered as reasonable by the management. g) Useful life of Property, plant and equipment and Intangible assets Property,plantandequipmentandIntangibleassetsrepresentasignificantproportionoftheassetbaseoftheGroup.Thechargeinrespectofperiodicdepreciation/amortisationisderivedafterdetermininganestimateofanasset’s expectedusefullifeandtheexpectedresidualvalueattheendofitslife.TheusefullivesandresidualvaluesofGroup'sassetsaredeterminedbymanagementatthetimetheassetisacquiredandreviewedperiodically,includingat eachfinancialyearend.Thelivesarebasedonhistoricalexperiencewithsimilarassetsaswellasanticipationoffutureevents,whichmayimpacttheirlife,suchaschangesintechnology.Further,refernote3fordetailsaround change in estimate with respect to change in depreciation/amortisation method during the year ended March 31, 2023. h) Impairment of non-financial assets Impairmentexistswhenthecarryingvalueofanassetorcashgeneratingunit(CGU)exceedsitsrecoverableamount,whichisthehigherofitsfairvaluelesscostsofdisposalanditsvalueinuse.Thefairvaluelesscostsofdisposal calculationisbasedonavailabledatafrombindingsalestransactions,conductedatarm’slength,forsimilarassetsorobservablemarketpriceslessincrementalcostsfordisposingoftheasset.Thevalueinusecalculationisbasedon aDiscountedCashFlow(DCF)model.ThecashflowsarederivedfromthebudgetanddonotincluderestructuringactivitiesthattheGroupisnotyetcommittedtoorsignificantfutureinvestmentsthatwillenhancetheasset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. i) Taxes TheGroupusesestimatesandjudgementsbasedontherelevantrulingsintheareasofallocationofrevenue,costs,allowancesanddisallowanceswhichisexercisedwhiledeterminingtheprovisionforincometax.Uncertaintiesexist withrespecttotheinterpretationoftaxregulations,changesintaxlaws,andtheamountandtimingoffuturetaxableincome.Giventhewiderangeofbusinessrelationshipsdifferencesarisingbetweentheactualresultsandthe assumptionsmade,orfuturechangestosuchassumptions,couldnecessitatefutureadjustmentstotaxincomeandexpensealreadyrecorded.TheGroupestablishesprovisions,basedonreasonableestimates.Theamountofsuch provisions is based on various factors, such as experience of previous assessments and interpretations of tax regulations by the Group. j) Provision Significantestimatesareinvolvedinthedeterminationofprovisionsrelatedtoliquidateddamagesandwarrantyprovision.Warrantyprovisionisdeterminedbasedonthehistoricaltrendofwarrantyexpenseforthesametypesof goodsforwhichthewarrantyiscurrentlybeingdetermined,afteradjustingforunusualfactorsrelatedtothegoodsthatweresoldorbasedonspecificwarrantyclauseinanagreement.Suchestimatesarereviewedannuallyforany material changes in assumptions and likelihood of occurrence. The provision for warranty and liquidated damages is based on the best estimate required to settle the present obligation at the end of reporting period. (This space has been intentionally left blank) 334Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 32 Significant accounting judgements, estimates and assumptions (continued) k) Impairment of Intangible assets Asattheendofeachaccountingyear,theGroupreviewsthecarryingamountsofitsIntangibleassetsdeterminewhetherthereisanyindicationthatthoseassetshavesufferedanimpairmentloss.Ifsuchindicationexists,thesaid assets are tested for impairment so as to determine the impairment loss, if any. l) Provision for inventory obsolescence InventoryobsolescenceprovisionaredeterminedusingpoliciesframedbytheGroupandinaccordancewiththemethodologiesthattheGroupdeemsappropriatetothebusiness.Thereisasignificantlevelofjudgmentinvolvedin assessing whether provision for obsolescence for slow moving, excess or obsolete inventory items should be recognized considering orders in hand, expected orders, alternative usage, etc. m) Put option liability ThePutOptionliabilitygrantedtocertainnoncontrollinginterestshareholdersofsubsidiariesisaccountedasafinancialliabilitybasedontheassessmentmadebythemanagementoftheGroupasperPMSsharepurchaseagreement andshareholderagreementandPHCSHAagreement.ThesubsequentchangesincarryingamountateachreportingdateisrecognisedintheConsolidatedIndASstatementofprofitandloss.Themeasurementandtheclassificationof the put option liability takes into consideration is the projections of future EBITDA of these subsidiaries and compliance as per the requirements of the Companies Act, 2013. n) Business combinations BusinesscombinationsareaccountedforusingIndAS103,BusinessCombinations.IndAS103requirestheidentifiableintangibleassetsandcontingentconsiderationtobefairvaluedinordertoascertainthefairvalueofidentifiable assets,liabilitiesandcontingentliabilitiesoftheacquiree.Thesevaluationsareconductedbyexternalvaluationexperts.Estimatesarerequiredtobemadeindeterminingthevalueofcontingentconsiderationandintangibleassets. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by the management of the Group. o) Determination of significant influence and accounting thereof InvestmentsaccountedusingequitymethodsincludesaninvestmentinanentityinwhichtheGroupholdslessthan20%ofthevotingrights,buttheGrouphasdeterminedthatithassignificantinfluenceduetoGrouphavinga representation on the board of directors of such entity and Group's participation in decisions over the relevant activities of such entity. 33 Gratuity and other post-employment benefit plans I) Defined contribution plan TheGroup'scontributiontoprovidentfundandotherfundsareconsideredasdefinedcontributionplans.ThecontributionsarechargedtotheRestatedConsolidated SummaryStatementofProfitandLossastheyaccrue. Contributions to provident and other funds included in employee benefit expenses (refer note 26) are as under: (₹ in Million) Particulars For the year ended MarchFor the year ended MarchFor the year ended March 31, 2025 31, 2024 31, 2023 Contribution to provident fund 23.05 17.81 12.20 Total 23.05 17.81 12.20 II) Defined benefit plan Gratuity TheGrouphasadefinedbenefitgratuityplan.ThegratuityplanisgovernedbythePaymentofGratuityAct,1972.Undertheact,everyemployeewhohascompletedfiveyearsormoreofservicegetsgratuityondepartureat15days salary(lastdrawnsalary)foreachcompletedyearofservice.Thelevelofbenefitsprovideddependsonthemember’slengthofserviceandsalaryatretirementage.TheGratuityplanoftheParentCompanyandBPLisfunded whereas for the other subsidiary companies is unfunded. ThefollowingtablessummarisethecomponentsofnetbenefitexpensesrecognisedintheRestatedConsolidatedSummaryStatementofProfitandLoss andamountsrecognisedintheRestatedConsolidatedSummaryStatementsof Assets & Liabilities for gratuity benefit: i. Net benefit expenses (recognised in the Restated Consolidated Summary Statement of Profit and Loss) (₹ in Million) Particulars For the year ended March For the year ended MarchFor the year ended March 31, 2025 31, 2024 31, 2023 Current service cost 13.68 8.86 6.48 Past service cost 0.92 Net interest expense 1.76 1.40 0.64 Net benefit expenses 16.36 10.26 7.12 ii. Remeasurement loss / (gain) recognised in other comprehensive income (OCI): (₹ in Million) Particulars For the year ended MarchFor the year ended MarchFor the year ended March 31, 2025 31, 2024 31, 2023 Actuarial loss / (gain) on obligations arising from changes in experience adjustments 3.93 (0.92) (1.49) Actuarial loss / (gain) on obligations arising from changes in financial assumptions 5.98 1.30 (0.71) Actuarial (gain)/ loss on obligations arising from changes in demographic adjustments 0.33 - - Return on plan assets, excluding interest income (0.16) 0.06 - Actuarial loss / (gain) recognised in OCI 10.08 0.44 (2.20) iii. Net defined benefit (liability) / asset (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Defined benefit obligation (88.01) (61.61) (50.91) Fair value of plan assets 38.28 34.24 27.84 Plan (liability) / asset (49.73) (27.37) (23.07) Non-current (40.53) (18.96) (15.28) Current (9.20) (8.41) (7.79) (This space has been intentionally left blank) 335Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 33 Gratuity and other post-employment benefit plans (continued) iv. Changes in the present value of the defined benefit obligation are as follows: (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening defined benefit obligation 61.61 50.91 33.54 Add: Liability assumed in Business Combination (refer note 4.2(a)) - - 11.69 Current service cost 13.68 8.86 6.48 Past service cost 0.92 - - Interest cost on defined benefit obligation 4.26 3.59 2.39 Benefits paid (including direct payments from employer) (2.70) (2.13) (0.99) Actuarial loss / (gain) Actuarial loss / (gain) on obligations arising from changes in experience adjustments 3.93 (0.92) (1.49) Actuarial loss / (gain) on obligations arising from changes in financial assumptions 5.98 1.30 (0.71) Actuarial loss / (gain) on obligations arising from changes in demographic adjustments 0.33 - - Closing defined benefit obligation 88.01 61.61 50.91 v. Changes in the fair value of plan assets are as follows: (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening fair value of plan assets 34.24 27.84 22.56 Contributions by employer 3.13 6.40 4.52 Interest income on plan assets 2.50 2.19 1.75 Benefits paid (1.75) (2.13) (0.99) Return on plan assets, excluding interest income 0.16 (0.06) - Closing fair value of plan assets 38.28 34.24 27.84 Expected employer contribution for the next year 9.20 8.41 7.79 vi. The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: Particulars March 31, 2025 March 31, 2024 March 31, 2023 Investments with insurer 100% 100% 100% vii. The principal assumptions used in determining gratuity obligations for the Group's plan are shown below: Particulars March 31, 2025 March 31, 2024 March 31, 2023 Discount rate (in %) 6.40% - 6.86% 7.00% - 7.22% 7.2%-7.52% Salary escalation rate (in %) 7.00%-12.63% 7.00%-10.00% 7.00%-10.00% Employee turnover/ withdrawal rate 10.00%-13.00% 5.00%-10.00% 5.00%-10.00% Retirement age 58-60 years 58-60 years 58-60 years Weighted-average duration of the defined benefit obligation 4.83 - 12.48 years 5.38 - 15.81 years 6.5 - 15.93 years Mortality rate IALM 2012-14 (Ult.) IALM 2012-14 (Ult.) IALM 2012-14 (Ult.) Notes: a) The estimate of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. b) Plan characteristics and associated risks: TheGratuityschemeisaDefinedBenefitPlanthatprovidesforalumpsumpaymentmadeonexiteitherbywayofretirement,death,disabilityorvoluntarywithdrawal.Thebenefitsaredefinedonthebasisoffinalsalaryandthe period of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities and the financial results are expected to be: a. Discount rate risk : The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase b. Salary Inflation risk : Higher than expected increases in salary will increase the defined benefit obligation c.Demographicrisk:Thisistheriskofvariabilityofresultsduetounsystematicnatureofdecrementsthatincludemortality,withdrawal,disabilityandretirement. Theeffectofthesedecrementsonthedefinedbenefitobligationis notstraightforwardanddependsuponthecombinationofsalaryincrease,discountrateandvestingcriteria. Itisimportantnottooverstatewithdrawalsbecauseinthefinancialanalysistheretirementbenefitofashortcareer employee typically costs less per accounting period as compared to a long service employee. (This space has been intentionally left blank) 336Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 33 Gratuity and other post-employment benefit plans (continued) viii. A quantitative sensitivity analysis for significant assumption as at March 31, 2025, March 31, 2024 and March 31, 2023 is as shown below: (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Discount rate Impact on defined benefit obligation due to 1% increase in discount rate (5.88) (4.13) (2.90) Impact on defined benefit obligation due to 1% decrease in discount rate 6.79 4.75 3.38 Salary escalation rate Impact on defined benefit obligation due to 1% increase in salary escalation rate 4.31 3.06 2.05 Impact on defined benefit obligation due to 1% decrease in salary escalation rate (4.01) (2.79) (1.87) Attrition rate Impact on defined benefit obligation due to 1% increase in attrition rate (0.50) (0.50) (0.43) Impact on defined benefit obligation due to 1% decrease in attrition rate 0.54 0.55 0.48 Theabovesensitivityanalysisisbasedonachangeinanassumptionwhileholdingallotherassumptionsconstant.Inpractice,thisisunlikelytooccurandchangesinsomeoftheassumptionsmaybecorrelated.Whencalculatingthe sensitivityofthedefinedbenefitobligationtosignificantactuarialassumptionsthesamemethod(presentvalueofthedefinedbenefitobligationcalculatedwiththeprojectedunitcreditmethodattheendofthereportingperiod)has beenappliedaswhencalculatingthedefinedbenefitliabilityrecognisedintheRestatedConsolidatedSummaryStatementsofAssetsandLiabilities.Thesensitivityanalysismaynotberepresentativeofanactualchangeinthedefined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another. 34 Leases and commitments a. Leases Group as a lessee TheGrouphasleasecontractsforofficefacilities/storepremises,warehousesandlands.Theleasetermoftheofficefacilities/storepremisesandwarehouseisgenerally1to6yearsandtheleasetermofleaseholdlandsrangesfrom 30to99years.TheGroupalsohascertainleaseswithleasetermof12monthsorless(shorttermleases)orwheretheunderlyingassetisoflowvalue.TheGrouphaselectedtoavailtheexemptionandnottorecogniseright-of-use assets and lease liabilities for short term leases or the leases where the underlying asset is of low value. TheGrouphasleasecontractsthatincludeextensionandterminationoptions.TheGroupappliesjudgementinevaluatingwhetheritisreasonablycertainwhetherornottoexercisetheoptiontoreneworterminatethelease.Thatis,it considersallrelevantfactorsthatcreateaneconomicincentiveforittoexerciseeithertherenewalortermination.Afterthecommencementdate,theGroupreassessestheleasetermifthereisasignificanteventorchangein circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset). The carrying amounts of right-of-use assets recognised and the movements during the year is as follows: (₹ in Million) Particulars Leasehold lands Buildings Total As at April 01, 2022 100.07 89.89 189.96 Additions - 7.19 7.19 Assets acquired through Business Combination (refer note 4.2(a)) - 21.42 21.42 Depreciation (2.58) (28.60) (31.18) As at March 31, 2023 97.49 89.90 187.39 Additions - 25.92 25.92 Termination of lease * (31.65) - (31.65) Depreciation (2.31) (37.11) (39.42) As at March 31, 2024 63.53 78.71 142.24 Additions - 216.62 216.62 Termination of lease - (3.53) (3.53) Depreciation (2.25) (64.74) (66.99) As at March 31, 2025 61.28 227.06 288.34 * During the year ended March 31, 2024, the Group has terminated the lease for a leasehold land taken from Adhra Pradesh Medtech Zone Limited and received the refund of advance lease payments. (This space has been intentionally left blank) 337Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 34 Leases and commitments (Continued) a. Leases (Continued) The carrying amounts of lease liabilities assets recognised and the movements during the year is as follows: (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Opening balance 90.48 100.97 94.36 Additions 208.20 25.42 7.04 Lease liability assumed in Business Combination (refer note 4.2(a)) - - 24.43 Accretion of interest 16.88 8.63 8.36 Disposals (3.77) - - Payments (74.10) (44.54) (33.22) Closing balance 237.69 90.48 100.97 The same is shown under: Current 63.55 44.14 32.46 Non-current 174.14 46.34 68.51 The maturity analysis of lease liabilities are disclosed in note 38. The effective interest rate for lease liabilities is 9% to 9.30% (March 31, 2024: 8.67% to 9% and March 31, 2023: 8.67% to 9%). The following amounts are recognised in the Restated Consolidated Summary Statement of Profit and Loss (₹ in Million) For the year ended MarchFor the year ended MarchFor the year ended March Particulars 31, 2025 31, 2024 31, 2023 Depreciation expense of right-of-use assets (refer note 27) 66.99 39.42 31.18 Interest expense on lease liabilities (refer note 28) 16.88 8.63 8.36 Expense relating to leases of low-value assets/short term leases (included in other expenses) 11.26 6.42 6.86 Total amount recognised in the Restated Consolidated Summary Statement of Profit and Loss 95.13 54.47 46.40 The Group had total cash outflows for leases of ₹ 85.36 Million during the year ended March 31, 2025 (March 31, 2024 : ₹ 50.96 Million and March 31, 2023: ₹ 40.08 Million) . b. Commitment (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 i) Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances 146.69 107.31 9.90 ii) With respect to terms / rights attached to share warrants Not applicable Refer note 15 Refer note 15 iii)TheParentCompany'subsidiariesnamelyPMSandPHChaveaputoptionliabilitypertainingtoliabilitiesarisingfromoptionsgiventocertainnoncontrollinginterestshareholderstobuybacktheirsharesatavaluetobe determined taken into consideration the future earnings of these subsidiaries. iv)TheParentCompanyhasarighttoacquire14,951,540SeriesBpreferredstock(noparvalue)fromtheexistingshareholdersofOptrascanIncforacashconsiderationamountingto$25.10MillionbyOctober30,2025unless otherwise terminated. Also refer note 6. (This space has been intentionally left blank) 338Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 35 Contingent liabilities Intheordinarycourseofbusiness,theGroupfacesclaimsandassertionsbyvariousparties.TheGroupassessessuchclaimsandassertionsandmonitorsthelegalenvironmentonanongoingbasiswiththeassistanceofexternallegal counsel, wherever necessary. The Group records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its Restated Consolidated Summary Statements, if material. For potential losses that are considered possible, but not probable, the Group provides disclosure in the Restated Consolidated Summary Statements but does not record a liability in its accounts unless the loss becomes probable. Thefollowingisadescriptionofclaimsandassertionswhereapotentiallossispossible,butnotprobable.TheGroupbelievesthatnoneofthecontingenciesdescribedbelowwouldhaveamaterialadverseeffectontheGroup's financial condition, results of operations or cash flows. (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 i) Bank guarantees given by the Group 516.54 417.99 330.71 ii) Matter relating to direct taxes under dispute1, 2, 6 266.06 216.07 195.66 iii) Matter relating to indirect taxes under dispute2 323.52 126.56 59.19 iv) Claims against the Group not acknowledged as debt- Matters relating to legal case under dispute2 - - 1.38 1. Certain demands from the income tax authorities were set off against the brought forward business loss and depreciation of previous years which has not been disclosed above. 2. The amounts under disputes is as per the demands from the respective authorities for the respective periods and has not been adjusted to include further interest, penalty leviable, if any, at the time of final outcome of the appeals. 3.TheSupremecourtofIndiainthemonthofFebruary2019hadpassedajudgementrelatingtodefinitionofwagesundertheProvidentFundAct,1952.TheManagementisoftheviewthatthereareinterpretativechallengesonthe applicationofthejudgementretrospectively.Intheabsenceofreliablemeasurementoftheprovisionforearlierperiods,theGrouphasmadeaprovisionforprovidentfundcontributionpursuanttothejudgementonlyfromthedateof Supreme Court Order. The Group will evaluate its position and update its provision, if required, on receiving further clarity on the subject. The Group does not expect any material impact of the same. 4.TheParentCompanyhasreceivedobjectionsoncertaintrademarkapplicationsonrelativegroundsofrefusalunderSection11oftheTradeMarkAct,1999becausethesame/similartrademark(s)is/arealreadyonrecordofthe registerforthesameorsimilargoods/services.ThemanagementoftheParentCompanyisconfidentoftheoutcomeoftheaforementionedtrademarkapplicationstobefavourableandaccordinglynoadjustmentshavebeenmadein the Restated Consolidated Summary Statements in this regard. 5.BigtecPrivateLimited,asubsidiaryofParentCompanyhasobtainedregistrationunderTheEmployees’ProvidentFundsAndMiscellaneousProvisionsAct,1952andisregularisingthedelayinremittancewiththeauthoritiesand do not expect any material financial impact in this regard and accordingly no adjustments have been made in the Restated Consolidated Summary Statements in this regard. 6.AsurveyunderSection133AoftheIncome-taxAct,1961(“ITAct”),wascarriedoutatthepremisesoftheParentCompanyandBPL,bytheIncomeTaxauthoritiesduringtheyearendedMarch31,2024fortheAY20-21to AY23-24,followedbyclosurevisitsonvariousdatestocheckthecompliancewiththeprovisionsoftheITAct.Theincometaxdepartmenthassubsequentlysoughtcertaininformation/clarifications,whichhavebeensubmittedby theCompany.ManagementbelievesthattheParentCompanyhascompliedwithalltheapplicableprovisionsoftheITActwithrespecttoitsoperations.Further,duringtheyearendedMarch31,2024,theParentCompanyhaspaid an amount of ₹ 37.50 Million in connection with the survey which has been classified under Non-current tax assets (net). FortheAY23-24,thedepartmenthasmadeadditionof ₹83.28Millionandhasraiseddemandof ₹52.21Millionplusinterestandpenalty,asapplicable,videassessmentorderu/s143(3)oftheActdatedMarch18,2025.In responsetothesame,theParentCompanyhasmadeappealtotheJointCommissioner(Appeals)andisconfidentoffavourableoutcome.FortheAY20-21toAY22-23,thefinaldemandnoticeshasnotbeenreceivedbytheParent Company. 7.TheParentCompanyandBPL,wasnotincompliancewiththerequirementsoftheSection135oftheCompaniesAct,2013asatMarch31,2024andMarch31,2023.DuringtheyearendedMarch31,2025,theParentCompany andBPL,madesuo-motoapplicationwithRegistrarofCompaniesforintimationandadjudicationofnoncomplianceofSection135oftheCompaniesAct,2013forthefinancialyears2021-22,2022-23and2023-24basiswhichan order for adjudication was passed by Registrar of Companies imposing penalty on such non-compliances, which was paid by the Parent Company and BPL respectively during the year. 8.BPLwasnotincompliancewiththerequirementsoftheSection185oftheCompaniesAct,2013intheearlieryearstowardsloansandadvancesgrantedbyBPL.BPLhasfiledcompoundingapplicationbeforeRegistrarof Companies,Karnatakaforthenon-complianceofsection185oftheCompaniesAct,2013andhasmadeadequateprovisionforpenaltyamountduringtheyearendedMarch31,2025.Subsequenttoyearend,interimorderispassed by Regional Director, Hyderabad, Ministry of Corporate affairs based on which the Company has paid the penalty amount. 9.TheCodeonSocialSecurity,2020(‘Code’)relatingtoemployeebenefitsduringemploymentandpost-employmentbenefitsreceivedPresidentialassentinSeptember2020.TheCodehasbeenpublishedintheGazetteofIndia. Certain sections of the Code came into effect on May 03, 2023. However, the final rules / interpretation have not yet been issued. Based on a preliminary assessment, the Group believes the impact of the change will not be significant. (This space has been intentionally left blank) 339Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 36 Related party disclosures a) Names of the related parties and description of relationship Nature of Relationship Name of the Parties (i) Related party where control exists Subsidiary Companies Bigtec Private Limited (wholly owned) ('BPL') Deciphar Life Sciences Private Limited (wholly owned) Remfuel Bioenergy Private Limited (wholly owned) Bigtec Healthcare Private Limited (wholly owned) Prognosys Medical Systems Private Limited ('PMS') (Enterprise with common director upto February 28, 2023,(subsidiary w.e.f., March 01, 2023) PrognosysHealthcare(India)PrivateLimited('PHC')(EnterprisewherekeymanagerialpersonnelexercisesignificantinfluenceuptoJuly25,2023, subsidiary w.e.f., July 26.,2023) (ii) Associate Companies Chayagraphics (India) Private Limited ('CGIPL') (w.e.f., February 13, 2023) OptraScan, Inc. (w.e.f., October 28, 2024) (iii) Subsidiary of an associate Optrascan India Private Limited (iv) Key managerial personnel Mr. Sriram Natarajan (CEO and Director) Dr. Chandrasekhar Bhaskaran Nair (Director) Mrs. Sangeetha Sriram (Director) Dr. Arun Kumar Jha (Independent Director) (w.e.f., November 16, 2024) Dr. Balram Bhargava (Independent Director) (w.e.f., November 16, 2024) Mrs. Nupur Garg (Additional Independent Director) (w.e.f., January 31, 2025) Mr. Rohit Brijmohan Mantri (Director) (resigned w.e.f., August 13, 2025) Mr. Mulangi Krishnaswamy Ashokkumar (ceased to be director w.e.f July 03, 2022) Mr. Rohit Ashok Kumar Mullangi (Director) (for the period August 14, 2022 to August 13, 2025) Mr. Ved Prakash Kalanoria (Director) (for the period December 30, 2023 to August 10, 2025) Mr. Suhas Ravindra Advant (Chief Financial Officer) (for the period May 08, 2023 to March 26, 2024) Mr. Amol Narayan Lone (Chief Financial Officer) (w.e.f June 05, 2024) Mr. Darshan Raghunath Karekar (Company Secretary and Compliance Officer) (w.e.f. September 03, 2024) (v) Other related parties with whom transactions have been taken place during the years: (a) Enterprise with common director Coreintegra Global Services Private Limited Inventrom Private Limited (b) Shareholder with whom transaction exist during the years Exxora Trading LLP Mr. G.Sampathgiri Mrs. Anita Chandrasekar (c) Enterprise where key managerial personnel exercise Gayathri Photon Aqua Private Limited (formerly known as Big System Private Limited) significant influence Chayagraphics Healthcare Private Limited ('CGHC') (d) Relatives of key managerial personnel Mr. Shiva Sriram (This space has been intentionally left blank) 340Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 36 Related party disclosures (Continued) b) The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year: 1) Transactions with the above related parties during the year: (₹ in Million) For the year ended MarchFor the year ended MarchFor the year ended March 31, 2025 31, 2024 31, 2023 Interest income on loan Prognosys Medical Systems Private Limited Enterprisewithcommondirector(uptoFebruary28,2023,subsidiaryw.e.f., - - 18.56 March 01, 2023) Optrascan India Private Limited Subsidiary of an associate 3.68 - - Finance costs Mr. Sriram Natarajan CEO and Director 24.27 25.95 29.97 Exxora Trading LLP Shareholder with whom transaction exist during the year 1.60 1.60 0.11 Chayagraphics Healthcare Private Limited Enterprise where key managerial personnel exercise significant influence 1.80 1.50 - Purchases Chayagraphics Healthcare Private Limited Enterprise where key managerial personnel exercise significant influence 7.49 19.62 - Prognosys Healthcare (India) Private Limited Enterprisewherekeymanagerialpersonnelexercisesignificantinfluence(upto - - 0.96 July 25, 2023, subsidiary w.e.f July 26.,2023.) Purchase of property, plant and equipment Inventrom Private Limited Enterprise with common director 2.21 - - Legal and professional charges Coreintegra Global Services Private Limited Enterprise with common director 0.58 0.55 - Expenses incurred on behalf of the Group Mr. Sriram Natarajan CEO and Director 6.22 4.97 5.99 Mrs. Sangeetha Sriram Director 0.19 0.01 - Mr. Shiva Sriram Relative of key managerial personnel 1.33 1.30 - Dr. Chandrasekhar Bhaskaran Nair Director - - 2.14 Loans taken Mr. Sriram Natarajan CEO and Director - 62.00 80.00 Loans repaid Mr. Sriram Natarajan CEO and Director - 125.17 447.33 Dr. Chandrasekhar Bhaskaran Nair Director - - 40.00 Mr. G.Sampathgiri Shareholder with whom transaction exist during the year - - 0.91 Loans given Optrascan India Private Limited Subsidiary of an associate 93.28 - - Loans refunded Prognosys Medical Systems Private Limited Enterprisewithcommondirector(uptoFebruary28,2023,subsidiaryw.e.f - - 200.00 March 01, 2023) Investment in compulsorily convertible preference shares Chayagraphics (India) Private Limited Associate company - - 60.00 Remuneration paid Mr. Sriram Natarajan CEO and Director 24.42 18.18 18.02 Mrs. Sangeetha Sriram Director 14.38 2.40 2.42 Mr. Shiva Sriram Relative of key managerial personnel 27.46 23.78 3.26 Mr. Suhas Ravindra Advant Chief Financial Officer (for the period May 08, 2023 to March 26, 2024) - 7.43 - Dr. Chandrasekhar Bhaskaran Nair Director 25.98 19.50 19.50 Mr. Amol Narayan Lone Chief Financial Officer (w.e.f. June 05, 2024) 7.75 - - Mr. Darshan Raghunath Karekar Company Secretary and Compliance Officer (w.e.f. September 03, 2024) 1.07 - - Mrs. Anita Chandrasekar Shareholder with whom transaction exist during the year 14.38 3.55 3.26 Director Sitting fees Dr. Arun Kumar Jha Director 0.63 - - Dr. Balram Bhargava Director 0.63 - - Mrs. Nupur Garg Director 0.25 - - Investment in preferred stock OptraScan, Inc. Associate Company 415.52 - - 341Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 36 Related party disclosures (continued) 2) Outstanding balances as at year end (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Balances payable to related parties are as follows: Payable towards capital goods Inventrom Private Limited Enterprise with common director 0.24 - - Current borrowings Mr. Sriram Natarajan CEO and Director 473.72 452.26 464.82 Exxora Trading LLP Shareholder with whom transaction exist during the year 25.07 23.63 22.19 Chayagraphics Healthcare Private Limited Enterprise where key managerial personnel exercise significant influence - 1.80 3.30 Trade payables Coreintegra Global Services Private Limited Enterprise with common director - 0.08 - Chayagraphics Healthcare Private Limited Enterprise where key managerial personnel exercise significant influence 2.85 - - Employee related payables Mr. Sriram Natarajan CEO and Director 3.44 1.30 6.91 Mr. Shiva Sriram Relative of key managerial personnel 30.00 25.35 20.25 Mrs. Sangeetha Sriram Director - 0.04 0.16 Dr. Chandrasekhar Bhaskaran Nair Director - 0.88 - Mrs. Anita Chandrasekar Shareholder with whom transaction exist during the year - 0.19 - Director Sitting fees Dr. Arun Kumar Jha Director 0.63 - - Dr. Balram Bhargava Director 0.63 - - Mrs. Nupur Garg Director 0.25 - - Balances receivable from related parties are as follows: Receivables from related parties- considered good Dr. Chandrasekhar Bhaskaran Nair Director - - 2.18 Receivables from related parties- considered doubtful Gayathri Photon Aqua Private Limited Enterprise where key managerial personnel exercise significant influence - 0.21 0.21 Loan - Current (Unsecured) Optrascan India Private Limited Subsidiary of an associate 93.28 - - Interest accrued on loans given Optrascan India Private Limited Subsidiary of an associate 3.32 - - Advancesotherthancapitaladvances-unsecuredconsidered good Prognosys Healthcare (India) Private Limited Enterprisewherekeymanagerialpersonnelexercisesignificantinfluence(upto - - 3.02 July 25, 2023, subsidiary w.e.f July 26.,2023.) Notes: 1. The remuneration to the key managerial personnel does not include employer contribution to provident fund and provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Group as a whole. 2.AlltransactionsenteredintowithrelatedpartiesdefinedundertheCompaniesact,2013wereasperthecontractualtermswiththerespectiverelatedparties.Outstandingbalancesattheyear-endareunsecuredandsettlementoccurs in cash as per the credit terms with the respective related parties. 3.Refernote4.2(a)and6AfordetailsofstakeacquiredbytheGroupinPMSandCGIPLduringtheyearendedMarch31,2023andrefernote4.2(b)fordetailsofstakeacquiredinPHCduringtheyearendedMarch31,2024and refer note 6A for details of stake acquired by the Group in Optrascan during the year ended March 31, 2025. 4. Details of loans under section 186( 4) of the Companies Act, 2013 *: - During the year ended March 31, 2025: (₹ in Million) Name of loanee Rate of interest Secured / Purpose At the beginning Loans given Loans received back At the end of the year Unsecured of the year Optrascan India 9.50% Unsecured Utilised for working capital - 93.28 - 93.28 Private Limited purpose *TheGrouphasnotprovidedanysecurity/stoodguaranteesonbehalfofanyassociatesoranythirdpartiescoveredunderSection186andaccordingly,thedisclosurerequirementstothatextentdoesnotapplytotheGroupasat March 31, 2025 , March 31, 2024 and March 31, 2023. (This space has been intentionally left blank) 342Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 36 Related party disclosures (continued) The following are details of transactions and balance outstanding eliminated during the each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023: (₹ in Million) Particulars Nature of Transactions March 31, 2025 March 31, 2024 March 31, 2023 Transactions eliminated during the year: Molbio Diagnostics Limited Bigtec Healthcare Private Limited Impairment on investments - - 0.05 Bigtec Private Limited Interest income on loan - 33.80 30.93 Bigtec Private Limited Purchase of traded goods 1.51 0.40 0.16 Bigtec Private Limited Sale of finished goods 0.45 - - Bigtec Private Limited Cost of raw material and components consumed - 0.91 - Bigtec Private Limited Royalty expense 929.59 739.28 315.96 Prognosys Healthcare (India) Private Limited Investment in equity shares - 102.62 - Prognosys Healthcare (India) Private Limited Impairment on investments - 102.62 - Prognosys Medical Systems Private Limited Interest income on loan 8.90 2.67 20.25 Prognosys Medical Systems Private Limited Purchase of traded goods 217.34 54.00 - Prognosys Medical Systems Private Limited Investment in equity shares - - 144.60 Prognosys Medical Systems Private Limited Investment in compulsorily convertible preference shares - - 246.11 Remfuel Bioenergy Private Limited Impairment on investments - - 0.10 Bigtec Private Limited Bigtec Healthcare Private Limited Impairment on receivables from related parties - - 0.38 Bigtec Healthcare Private Limited Impairment on investments - - 0.05 Deciphar Life Sciences Private Limited Impairment on receivables from related parties - - 1.53 Remfuel Bioenergy Private Limited Impairment on receivables from related parties - - 0.67 Molbio Diagnostics Limited Interest expenses - 33.80 30.93 Molbio Diagnostics Limited Royalty income 929.59 739.28 315.96 Molbio Diagnostics Limited Sale of traded goods 1.51 1.31 0.16 Molbio Diagnostics Limited Purchase of traded goods 0.45 - - Remfuel Bioenergy Private Limited Bigtec Private Limited Liabilities no longer required written back 0.67 - - Deciphar Life Sciences Private Limited Bigtec Private Limited Liabilities no longer required written back 1.53 - - Bigtec Healthcare Private Limited Bigtec Private Limited Liabilities no longer required written back 0.38 - - Prognosys Healthcare (India) Private Limited Prognosys Medical Systems Private Limited Revenue from operations 40.10 20.96 - Prognosys Medical Systems Private Limited Molbio Diagnostics Limited Sale of finished goods 217.34 54.00 - Molbio Diagnostics Limited Interest expenses 8.90 2.67 20.25 Molbio Diagnostics Limited Cost of raw material and components consumed 1.79 - - Molbio Diagnostics Limited Sale of finished goods 1.79 - - Prognosys Healthcare (India) Private Limited Purchase of traded goods 40.10 20.96 - (This space has been intentionally left blank) 343Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 36 Related party disclosures (continued) The following are details of transactions and balance outstanding eliminated during the each of the years ended ended March 31, 2025, March 31, 2024 and March 31, 2023: (₹ in Million) Particulars Nature of Transactions March 31, 2025 March 31, 2024 March 31, 2023 Balance outstanding eliminated Molbio Diagnostics Limited Bigtec Healthcare Private Limited Impairment on investment 0.05 0.05 0.05 Bigtec Healthcare Private Limited Investment in equity shares 0.05 0.05 0.05 Bigtec Private Limited Investment in equity shares 87.20 87.20 87.20 Bigtec Private Limited Trade payables 187.53 209.21 - Bigtec Private Limited Trade receivables 0.53 - - Bigtec Private Limited Loan given - Current (Unsecured) - - 122.49 Bigtec Private Limited Interest accrued on loans given - - 30.93 Bigtec Private Limited Advances other than capital advances - Current - - 31.79 Deciphar Life Sciences Private Limited Impairment on investment 0.11 0.11 0.11 Deciphar Life Sciences Private Limited Investment in equity shares 0.11 0.11 0.11 Prognosys Healthcare (India) Private Limited Impairment on investment 102.62 102.62 - Prognosys Healthcare (India) Private Limited Investment in equity shares 102.62 102.62 - Prognosys Medical Systems Private Limited Trade payables 216.40 - - Prognosys Medical Systems Private Limited Trade receivables 0.59 0.59 0.76 Prognosys Medical Systems Private Limited Loan given - Current (Unsecured) 179.03 50.00 - Prognosys Medical Systems Private Limited Interest accrued on loans given - 22.04 19.32 Prognosys Medical Systems Private Limited Corporate Guarantee 950.00 600.00 - Prognosys Medical Systems Private Limited Investment in equity shares 144.60 144.60 144.60 Prognosys Medical Systems Private Limited Investment in compulsorily convertible preference shares 246.11 246.11 246.11 Remfuel Bioenergy Private Limited Impairment on investment 0.10 0.10 0.10 Remfuel Bioenergy Private Limited Investment in equity shares 0.10 0.10 0.10 Bigtec Private Limited Molbio Diagnostics Limited Trade receivables 185.37 233.36 - Molbio Diagnostics Limited Trade payables 0.53 - - Molbio Diagnostics Limited Deferred revenue - 25.22 31.79 Molbio Diagnostics Limited Borrowings - - 122.49 Molbio Diagnostics Limited Interest accrued on borrowings - - 30.93 Molbio Diagnostics Limited Receivables from related parties 2.16 1.07 - Bigtec Healthcare Private Limited Investment 0.05 0.05 0.05 Bigtec Healthcare Private Limited Impairment on investments 0.05 0.05 0.05 Bigtec Healthcare Private Limited Impairment on receivables from related parties - 0.38 0.38 Bigtec Healthcare Private Limited Receivables from related parties - 0.38 0.38 Deciphar Life Sciences Private Limited Impairment on receivables from related parties - 1.53 1.53 Deciphar Life Sciences Private Limited Receivables from related parties - 1.53 1.53 Remfuel Bioenergy Private Limited Impairment on receivables from related parties - 0.67 0.67 Remfuel Bioenergy Private Limited Receivables from related parties - 0.67 0.67 Prognosys Healthcare (India) Private Limited Prognosys Medical Systems Private Limited Trade receivables 18.97 15.57 - Prognosys Medical Systems Private Limited Prognosys Healthcare (India) Private Limited Trade payables 18.97 15.57 - Molbio Diagnostics Limited Interest accrued on borrowings - 22.04 19.32 Molbio Diagnostics Limited Borrowings 179.03 50.00 - Molbio Diagnostics Limited Trade payables 0.59 0.59 0.76 Molbio Diagnostics Limited Trade receivables 216.40 - - Remfuel Bioenergy Private Limited Bigtec Private Limited Other payables - 0.67 0.67 Bigtec Healthcare Private Limited Bigtec Private Limited Other payables - 1.53 1.53 Deciphar Life Sciences Private Limited Bigtec Private Limited Other payables - 0.38 0.38 (This space has been intentionally left blank) 344Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 37 Segment information - Disclosure pursuant to Ind AS 108 'Operating Segments' a) Basis of identifying operating segments: Anoperatingsegmentisacomponentthatengagesinbusinessactivitiesfromwhichitmayearnrevenuesandincurexpenses,includingrevenuesandexpensesthatrelatetotransactionswithanyoftheothercomponents,whose operatingresultsareregularlyreviewedbytheGroup’sChiefOperatingDecisionMaker(CODM)tomakedecisionsaboutresourceallocationandperformanceassessmentandforwhichdiscretefinancialinformationisavailable. TheGroupisengagedinthebusinessofmanufacturingchipbasedDiagnosticDevices,chipsandreagents,X-rayequipment's,single/dualdetectorsolutions,digitalpathology,etc.TheGroupisalsoengagedinthebusinessof developingdiagnosticsdevicesandtestsinthebio-sensingdomainandlicensingoftechnology/patentsinordertogeneraterevenue.Accordingly,theGroup'sactivitiesandbusinessisreviewedregularlybythechiefoperating decisionmakerfromanoverallbusinessperspective,ratherthanreviewingitsproducts/servicesasindividualconsolidatedcomponents.Thus,theGrouphasonlyoneoperatingsegment,andhasnoreportablesegmentinaccordance with Ind AS- 108 'Operating Segments'. b) The Chief Operating Decision Maker ("CODM") of the Group for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, has been identified as Board of Directors (BoD) of the Group. (i) The entity wide disclosures as required by Ind AS-108 are as follows: (₹ in Million) Particulars For the year ended MarchFor the year ended MarchFor the year ended March 31, 2025 31, 2024 31, 2023 Sale of products 9,974.82 8,197.25 3,224.28 Other operating revenue 229.36 168.36 100.35 Total 10,204.18 8,365.61 3,324.63 (ii) Geographical information Revenue from customers (₹ in Million) Particulars For the year ended MarchFor the year ended MarchFor the year ended March 31, 2025 31, 2024 31, 2023 India 8,232.78 7,543.13 2,837.53 Outside India 1,971.40 822.48 487.10 Total 10,204.18 8,365.61 3,324.63 Non-current assets** (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 India 3,785.27 3,221.35 3,174.86 Outside India - - - Total 3,785.27 3,221.35 3,174.86 ** Non current assets does not include deferred tax assets, investments accounted using equity method, non-current financial assets and non-current tax assets. (iii)Revenuefromacustomeraccountedfor₹5,040.00Millionwhichwasmorethan10%oftotalrevenueoftheGroupduringtheyearendedMarch31,2025.DuringtheyearendedMarch31,2024revenuefromtwocustomers accounted for ₹ 3,571.66 Million which was more than 10% of total revenue of the Group. During the year ended March 31, 2023 no customers accounted for more than 10% of total revenue of the Group for the said year. 38 Disclosures on financial instruments This section gives an overview of the significance of financial instruments for the Group and provides additional information on balance sheet items that contain financial instruments. Thedetailsofmaterialaccountingpolicies,includingthecriteriaforrecognition,thebasisofmeasurementandthebasisonwhichincomeandexpensesarerecognisedinrespectofeachclassoffinancialasset,financialliabilityand equity instrument are disclosed in accounting policy to the restated consolidated summary statements. (a) Financial assets and liabilities Themanagementassessedthatcashandbankbalances,tradereceivables,tradepayables,andothercurrentfinancialassetsandliabilitiesapproximatetheircarryingamountslargelyduetotheshort-termmaturitiesofthese instruments. Non-current financial assets and liabilities are discounted using an appropriate discounting rate where the time value of money is material. The following tables presents the carrying value and fair value of each category of financial assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023: (₹ in Million) Carrying and Fair Value Particulars March 31, 2025 March 31, 2024 March 31, 2023 #REF! Financial assets At Amortised cost (i) Loans 93.28 - 22.12 200.00 (ii) Trade receivables 2,716.60 4,254.46 1,887.55 2,406.05 (iii) Cash and cash equivalents 1,147.48 221.10 69.75 80.15 (iv) Bank balances other than cash and cash equivalents 143.06 - 2.64 - (v) Other financial assets 393.42 353.29 558.74 374.01 At Fair value through statement of profit and loss (i) Investments 0.03 0.03 0.05 0.03 Total 4,493.87 4,828.88 2,540.85 3,060.24 Financial liabilities At Amortised cost (i) Borrowings 1,231.63 1,745.77 1,084.38 521.50 (ii) Trade payables 2,302.12 939.88 855.22 507.31 (iii) Lease liabilities 237.69 90.48 100.97 94.36 (iv) Other financial liabilities 509.15 380.57 390.35 129.87 Total 4,280.59 3,156.70 2,430.92 1,253.04 1. As regards for carrying value of investment in associates, refer note 6A. (This space has been intentionally left blank) 345Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 38 Disclosures on financial instruments (continued) (b) Fair value hierarchy Quoted prices in an active market (Level 1): This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. Valuationtechniqueswithobservableinputs(Level2):Thislevelofhierarchyincludesfinancialassetsandliabilities,measuredusinginputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetor liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). Valuationtechniqueswithsignificantunobservableinputs(Level3):Thislevelofhierarchyincludesfinancialassetsandliabilitiesmeasuredusinginputsthatarenotbasedonobservablemarketdata(unobservableinputs).Fair valuesaredeterminedinwholeorinpart,usingavaluationmodelbasedonassumptionsthatareneithersupportedbypricesfromobservablecurrentmarkettransactionsinthesameinstrumentnoraretheybasedonavailablemarket data. The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below: (₹ in Million) Fair value measurements at reporting date using Particulars Total Level 1 Level 2 Level 3 March 31, 2025 Financial assets Investments(atfairvaluethroughstatementof 0.03 - - 0.03 profit and loss) Financial liabilities Borrowings (at amortised cost) 1,231.63 - 1,231.63 - Otherfinancialliabilities-Putoptionliability 247.00 - - 247.00 (atfairvaluethroughstatementofprofitand loss) March 31, 2024 Financial assets Investments(atfairvaluethroughstatementof 0.03 - - 0.03 profit and loss) Assets for which fair values are disclosed Investment property 418.70 - - 418.70 Financial liabilities Borrowings (at amortised cost) 1,745.77 - 1,745.77 - Otherfinancialliabilities-Putoptionliability 247.00 - - 247.00 (atfairvaluethroughstatementofprofitand loss) March 31, 2023 Financial assets Investments(atfairvaluethroughstatementof 0.05 - - 0.05 profit and loss) Financial liabilities Borrowings (at amortised cost) 1,084.38 - 1,084.38 - Otherfinancialliabilities-Putoptionliability 247.00 - - 247.00 (atfairvaluethroughstatementofprofitand loss) (i)Short-termfinancialassetsandliabilitiesincludingcashandcashequivalents,tradereceivables,otherfinancialassets,tradepayables,bankoverdraftsandotherfinancialliabilitiesarestatedatcarryingvaluewhichapproximately equal to their fair value largely due to the short-term maturities of these instruments. (ii)Managementusesitsbestjudgementinestimatingthefairvalueofitsfinancialinstruments.However,thereareinherentlimitationsinanyestimationtechnique.Therefore,forsubstantiallyallfinancialinstruments,thefairvalue estimates presented above are not necessarily indicative of the amounts that the Group could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date. (iii) There have been no transfers between Level 1, Level 2 and Level 3 for the year ended March 31, 2025, March 31, 2024 and March 31, 2023. (iv)Thefairvalueoftheputoptionliability(includedinotherfinancialliabilities)tobuybackthestakeheldbynon-controllinginterestinPMSandPHCismeasuredatthepresentvalueoftheredemptionamount(i.e.expectedcash outflows). (This space has been intentionally left blank) 346Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 38 Disclosures on financial instruments (continued) (c) Financial risk management objectives and policies TheGroup'sprincipalfinancialliabilitiescomprisesofloansandborrowings,leaseliabilities,tradeandotherpayables.ThemainpurposeofthesefinancialliabilitiesistofinancetheGroup'soperations.TheGroup'sprincipal financial assets include trade receivables, other financial assets and cash and bank balances derived from its operations. Inthecourseofitsbusiness,theGroupisexposedprimarilytofluctuationsinforeigncurrencyexchangerates,interestrates,liquidityandcreditrisk,whichmayadverselyimpactthefairvalueofitsfinancialinstruments.TheGroup hasariskmanagementpolicywhichnotonlycoverstheforeignexchangerisksbutalsootherrisksassociatedwiththefinancialassetsandliabilitiessuchasinterestraterisksandcreditrisks.Theriskmanagementpolicyisapproved by the Board of Directors. The risk management framework aims to: (i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Group’s business plan. (ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance. Market risk Marketriskistheriskofanylossinfutureearnings,inrealisablefairvaluesorinfuturecashflowsthatmayresultfromachangeinthepriceofafinancialinstrument.Thevalueofafinancialinstrumentmaychangeasaresultof changes in interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy. (1) Market risk- Interest rate risk Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.TheGroup’sexposuretotheriskofchangesinmarketinterestratesrelates primarilytotheGroup’sdebtobligationswithfloatinginterestrates.Thusprofitsandcashflowsfromfinancingactivitiesaredependentonmarketinterestrates.Further,anydeclineinthecreditratingoftheGroupwillhavean adverse impact on the interest rates. TheGrouphasinterest-bearingassetsintheformofcashandcashequivalents(currentdeposits).Thusprofitsandcashflowsfrominvestmentactivitiesaredependentonmarketinterestrates.TheGroupdoesnotearnanyintereston balanceswithbanksincurrentaccountsanditsdailyoperatingaccountsfortransactions.DuringtheyearendedMarch31,2025,theGroup’scashandcashequivalents(currentdeposits)earnedaneffectiveinterestrate(referringto yield from time deposits and current accounts) at 6.45% per annum ((March 31, 2024: 3.54% per annum and March 31, 2023: 5.14% per annum). The interest rate profile of the Group's interest-bearing financial instruments as reported to the management of the Group is as follows: (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 #REF! Fixed rate instruments: Financial liabilities 443.27 428.68 447.85 521.50 Financial assets 509.16 227.18 327.82 448.16 Variable rate instruments: Financial liabilities 657.72 1,206.57 525.04 #REF! Interest rate sensitivity Thefollowingtabledemonstratesthesensitivitytoareasonablypossiblechangeininterestrateontheportionofloansandborrowingsaffected.Withallothervariablesheldconstant,theGroup'sprofitbeforetaxisaffectedthrough the impact on floating rate borrowings as following: (₹ in Million) Particulars Increase / decrease in basis March 31, 2025 March 31, 2024 March 31, 2023 points Interest rate fluctuation +50 (3.29) (6.03) (2.63) Interest rate fluctuation -50 3.29 6.03 2.63 (This space has been intentionally left blank) 347Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 38 Disclosures on financial instruments (continued) (2) Market risk- Foreign currency risk Foreigncurrencyriskistheriskthatthefairvalueorfuturecashflowsofanexposurewillfluctuatebecauseofchangesinforeignexchangerates.TheGroup’sexposuretotheriskofchangesinforeignexchangeratesrelates primarily to the Group’s operating and financing activities. The Group’s exposure to foreign currency changes for currencies other than USD and EUR is not material. The following table shows foreign currency exposure at the end of reporting year: As at March 31, 2025 Particulars Amount in rupees (in million) Amount in rupees (in million) for for USD EUR Financial Assets Impact on profit and loss: 5% increase 11.84 - 5% decrease (11.84) - Financial liabilities Impact on profit and loss: 5% increase (21.56) (3.56) 5% decrease 21.56 3.56 As at March 31, 2024 Particulars Amount in rupees (in million) for USD Financial Assets Impact on profit and loss: 5% increase 2.26 5% decrease (2.26) Financial liabilities Impact on profit and loss: 5% increase (10.91) 5% decrease 10.91 As at March 31, 2023 Particulars Amount in rupees (in million) for USD Financial Assets Impact on profit and loss: 5% increase 5.47 5% decrease (5.47) Financial liabilities Impact on profit and loss: 5% increase (11.90) 5% decrease 11.90 (ii) Credit risk Creditriskistheriskthatcounterpartywillnotmeetitsobligationsunderafinancialinstrumentorcustomercontract,leadingtoafinancialloss.Financialinstrumentsthataresubjecttocreditriskandconcentrationthereof principally consist of loan receivables, trade receivables, cash and cash equivalents, bank balances and other financial assets of the Group. Thecarryingvalueoffinancialassetsrepresentsthemaximumcreditrisk.Themaximumexposuretocreditriskwas₹4,493.87Million(March31,2024: ₹4,828.88MillionandMarch31,2023:₹2,540.85Million),beingthetotal carrying value of investments (other than investments accounted for using equity method), loans receivables from related parties, trade receivables, cash and cash equivalents, bank balances and other financial assets of the Group. CustomercreditriskismanagedbasedontheGroup’sestablishedpolicy,proceduresandcontrolrelatingtocustomercreditriskmanagement.Animpairmentanalysisisperformedateachreportingdateonanindividualbasisfor majorcustomers.TheGroupdoesnotholdcollateralassecurity.Further,thetop5customersoftheGroupcontributestomorethan46%(March31,2024:top6customerscontributestomorethan73%,March31,2023:top5 customers contributes to more than 51% ) of the gross trade receivables as at March 31, 2025. WithrespecttoTradereceivables,theGrouphasconstitutedthetermstoreviewthereceivablesonperiodicbasisandtotakenecessarymitigations,whereverrequired.TheGroupcreatesallowanceforunsecuredreceivablesbasedon historical credit loss experience and is adjusted for forward looking information. The allowance of trade receivables is based on the ageing of the receivables that are due. Refer note 7 and 10 for movement in expected credit loss for the year ended March 31, 2025 and for the years ended March 31, 2024 and March 31, 2023. CreditriskfrombalanceswithbankandfinancialinstitutionsandinrespecttoloansandsecuritydepositsismanagedbytheGroup’streasurydepartmentinaccordancewiththeGroup’spolicy.Investmentsofsurplusfundsaremade onlywithapprovedcounterpartiesandwithincreditlimitsassignedtoeachcounterparty.Thelimitsaresettominimisetheconcentrationofrisksandthereforemitigatefinanciallossthroughcounterparty’spotentialfailuretomake payments. 348Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 38 Disclosures on financial instruments (continued) (iii) Liquidity risk LiquidityriskreferstotheriskthattheGroupcannotmeetitsfinancialobligations.Theobjectiveofliquidityriskmanagementistomaintainsufficientliquidityandensurethatfundsareavailableforuseasperrequirements.The Group invests its surplus funds in bank fixed deposit, which carry no or low market risk. TheGroupmonitorsitsriskofshortageoffundsonaregularbasis.TheGroup’sobjectiveistomaintainabalancebetweencontinuityoffundingandflexibilitythroughtheuseofbankoverdrafts,bankloans,etc.TheGroupassessed the concentration of risk with respect to refinancing its debt and concluded it to be medium. The following table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. (₹ in Million) Particulars 0 - 1 years 1 to 5 years > 5 years Total March 31, 2025 Borrowings# 1,170.19 62.57 - 1,232.76 Lease liabilities 81.08 186.15 35.97 303.20 Trade payables 2,302.12 - - 2,302.12 Other financial liabilities 262.15 247.00 - 509.15 3,815.54 495.72 35.97 4,347.23 March 31, 2024 Borrowings# 1,594.53 152.36 - 1,746.89 Lease liabilities 48.84 41.97 23.29 114.10 Trade payables 939.88 - - 939.88 Other financial liabilities 133.57 247.00 - 380.57 2,716.82 441.33 23.29 3,181.44 March 31, 2023 Borrowings# 1,074.53 9.85 - 1,084.38 Lease liabilities 35.91 69.52 24.07 129.50 Trade payables 855.22 - - 855.22 Other financial liabilities 143.35 247.00 - 390.35 2,109.01 326.37 24.07 2,459.45 # excludes interest payment 39 Capital management The Group’s capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Group. TheGroupdeterminestheamountofcapitalrequiredonthebasisofannualbusinessplancoupledwithlong-termandshort-termstrategicinvestmentandexpansionplans.Thefundingneedsaremetthroughequity,cashgenerated from operations, long-term and short-term borrowings. For the purpose of the Group’s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity share holders of the Group. TheGroupmanagesitscapitalstructureandmakesadjustmentsinlightofchangesineconomicconditionsandtherequirementsofthefinancialcovenants.Tomaintainoradjustthecapitalstructure,theGroupmayadjustthe dividendpaymenttoshareholders,returncapitaltoshareholdersorissuenewshares.TheGroupmonitorscapitalusingagearingratio,whichistotaldebtdividedbytotalcapitalplustotaldebt.TheGroup’spolicyistokeepthe gearing ratio at an optimum level to ensure that the debt related covenants are complied with. (₹ in Million) Particulars March 31, 2025 March 31, 2024 March 31, 2023 Borrowings and lease liabilities (refer note 16 and note 34) 1,469.32 1,836.25 1,185.35 Less: Cash and bank balances (refer note 12) (1,290.54) (221.10) (72.39) Total debts (A) 178.78 1,615.15 1,112.96 Equity share capital (refer note 14) 22.56 22.54 22.54 Other equity (refer note 15) 9,661.35 8,211.27 7,192.25 Total capital (B) 9,683.91 8,233.81 7,214.79 Capital and net borrowings & lease liabilities C= (A+B) 9,862.69 9,848.96 8,327.75 Gearing ratio (%) D= (A / C) 1.81% 16.40% 13.36% Inordertoachievethisoverallobjective,theGroup'scapitalmanagement,amongstotherthings,aimstoensurethatitmeetsfinancialcovenantsattachedtotheinterest-bearingloansandborrowings&leaseliabilitiesthatdefine capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. (This space has been intentionally left blank) 349Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 40 Statutory Group Information March 31, 2025 Net assets / (liabilities) i.e total Share in other comprehensive Share in total comprehensive assets minus total liabilities1 Share in profit and loss1 income1 income1 Percentage of effective Sl. Country of ownership interest held As % of No. Name of the entity incorporation Relationship (directly and indirectly) As % of As % of consolidated As % of total and voting rights consolidated net ₹ in million consolidated ₹ in million other ₹ in million comprehensive ₹ in million assets profit and loss comprehensive income income 1 Molbio Diagnostics Limited India Parent Company 96.04% 9,900.72 91.18% 1,398.17 48.53% (3.79) 91.41% 1,394.38 2 Bigtec Private Limited India Subsidiary 100.00% 4.84% 498.72 12.30% 188.65 37.51% (2.93) 12.17% 185.72 3 Bigtec Healthcare Private Limited India Subsidiary 100.00% 0.00% 0.05 0.02% 0.38 - - 0.02% 0.38 4 Deciphar Life Sciences Private Limited India Subsidiary 100.00% 0.00% 0.05 0.58% 8.89 - - 0.58% 8.89 5 Remfuel Bioenergy Private Limited India Subsidiary 100.00% 0.00% 0.02 0.04% 0.68 - - 0.04% 0.68 6 Prognosys Medical Systems Private Limited2 India Subsidiary 65.47% (1.53%) (157.68) (2.94%) (45.17) 13.96% (1.09) (3.03%) (46.26) 7 Prognosys Healthcare (India) Private Limited4 India Subsidiary 54.54% (0.13%) (12.97) 0.10% 1.60 - - 0.10% 1.60 8 Chayagraphics (India) Private Limited3 India Associate 22.11% 0.25% 25.65 (0.00%) (0.03) - - (0.00%) (0.03) 9 OptraScan, Inc.8 U.S.A Associate 19.68% 0.53% 54.16 (1.28%) (19.67) - - (1.29%) (19.67) Sub-Total 100.00% 10,308.72 100.00% 1,533.50 100.00% (7.81) 100.00% 1,525.69 Non-controlling interest in subsidiaries (11.06) 65.24 0.38 65.62 Consolidation adjustments/ eliminations6 (624.81) (147.71) - (147.71) Total 9,672.85 1,451.03 (7.43) 1,443.60 March 31, 2024 Net assets / (liabilities) i.e total Share in other comprehensive Share in total comprehensive assets minus total liabilities1 Share in profit and loss1 income1 income1 Percentage of effective Sl. Country of ownership interest held As % of No. Name of the entity incorporation Relationship (directly and indirectly) As % of As % of consolidated As % of total and voting rights consolidated net ₹ in million consolidated ₹ in million other ₹ in million comprehensive ₹ in million assets profit and loss comprehensive income income 1 Molbio Diagnostics Limited India Parent Company 97.67% 8,499.84 115.43% 1,111.06 266.67% (0.96) 115.38% 1,110.10 2 Bigtec Private Limited India Subsidiary 100.00% 3.60% 313.00 9.85% 94.77 (36.11%) 0.13 9.86% 94.90 3 Bigtec Healthcare Private Limited India Subsidiary 100.00% (0.01%) (0.33) - - - - - - 4 Deciphar Life Sciences Private Limited India Subsidiary 100.00% (0.10%) (8.84) - - - - - - 5 Remfuel Bioenergy Private Limited India Subsidiary 100.00% (0.01%) (0.66) - - - - - - 6 Prognosys Medical Systems Private Limited2 India Subsidiary 65.47% (1.28%) (111.43) (23.32%) (224.49) (130.56%) 0.47 (23.28%) (224.02) 7 Prognosys Healthcare (India) Private Limited4 India Subsidiary 54.54% (0.17%) (14.57) (1.94%) (18.69) - - (1.94%) (18.69) 8 Chayagraphics (India) Private Limited3 India Associate 22.11% 0.30% 25.68 (0.02%) (0.17) - - (0.02%) (0.17) Sub-Total 100.00% 8,702.69 100.00% 962.48 100.00% (0.36) 100.00% 962.12 Non-controlling interest in subsidiaries 54.56 184.12 (0.16) 183.96 Consolidation adjustments/ eliminations6 (468.88) (127.06) - (127.06) Total 8,288.37 1,019.54 (0.52) 1,019.02 35040 Statutory Group Information (continued) March 31, 2023 Net assets / (liabilities) i.e total Share in other comprehensive Share in total comprehensive assets minus total liabilities1 Share in profit and loss1 income1 income1 Percentage of effective Sl. Country of ownership interest held As % of No. Name of the entity incorporation Relationship (directly and indirectly) As % of As % of consolidated As % of total and voting rights consolidated net ₹ in million consolidated ₹ in million other ₹ in million comprehensive ₹ in million assets profit and loss comprehensive income income 1 Molbio Diagnostics Limited India Parent Company 95.47% 7,389.74 385.95% 155.46 87.88% 1.45 374.21% 156.91 2 Bigtec Private Limited India Subsidiary 100.00% 2.81% 218.10 (282.32%) (113.72) 12.12% 0.20 (270.74%) (113.52) 3 Bigtec Healthcare Private Limited India Subsidiary 100.00% (0.00%) (0.33) (0.15%) (0.06) - - (0.14%) (0.06) 4 Deciphar Life Sciences Private Limited India Subsidiary 100.00% (0.11%) (8.84) (0.15%) (0.06) - - (0.14%) (0.06) 5 Remfuel Bioenergy Private Limited India Subsidiary 100.00% (0.01%) (0.66) (0.15%) (0.06) - - (0.14%) (0.06) 6 Prognosys Medical Systems Private Limited2 India Subsidiary 65.47% 1.51% 116.80 (3.18%) (1.28) - - (3.05%) (1.28) 8 Chayagraphics (India) Private Limited3 India Associate 22.11% 0.33% 25.85 - - - - - - Sub-Total 100.00% 7,740.66 100.00% 40.28 100.00% 1.65 100.00% 41.93 Non-controlling interest in subsidiaries 158.62 27.19 - 27.19 Consolidation adjustments/ eliminations6 (525.87) (74.73) - (74.73) Total 7,373.41 (7.26) 1.65 (5.61) 1. The figures have been considered from the respective standalone financial statements before consolidation adjustments / eliminations. 2. During the year ended March 31, 2023, the Group had acquired 65.47% voting right in Prognosys Medical Systems Private Limited and the same is consolidated from the date of acquiring control. Also refer note 4.2(a). 3. During the year ended March 31, 2023, the Parent Company had acquired 22.11% voting right in Chayagraphics (India) Private Limited and the same is accounted using equity method from the date of obtaining significant influence. Also refer note 6A. 4. During the year ended March 31, 2024, the Group had acquired 54.45% voting right in Prognosys Healthcare (India) Private Limited and the same is consolidated from the date of acquiring control. Also refer note 4.2(b). 5. The amounts presented for Chayagraphics (India) Private Limited and Optrascan Inc. represents only Group's share of net assets, profit and loss, other comprehensive income and total comprehensive income. Also refer not 6A. 6. Consolidation adjustments/eliminations include intercompany eliminations and consolidation adjustments. 7. The standalone financial statements of subsidiaries and associates have been drawn up to the same reporting date as of the Parent Company, i.e. March 31, 2025, March 31, 2024, March 31, 2023 and March 31, 2022 8. During the year ended March 31, 2025, the Parent Company had acquired 19.68% voting right in Optrascan Inc. and the same is accounted using equity method from the date of obtaining significant influence. Also refer note 6A. (This space has been intentionally left blank) 351Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 41Investment in associates March 31, 2025 March 31, 2024 March 31, 2023 Name of Associates No. of shares held Equity shareholding No. of shares held Equity shareholding No. of shares held Equity shareholding Chayagraphics (India) Private Limited ('CGIPL') 29,18,827 22.11% 29,18,827 22.11% 29,18,827 22.11% OptraScan, Inc. ('Optrascan') 4,15,622 19.68% - - - - TheGroup’sinterestinaboveentitiesisaccountedforusingtheequitymethodintherestatedconsolidatedsummarystatements.Summarisedfinancialinformationoftheassociates,basedonitsrestatedconsolidatedsummaryfinancialstatements,andreconciliationwith the carrying amount of the investment in restated consolidated summary statements are set out below: Summarised balance sheet as at: (₹ in Million) March 31, 2025 March 31, 2024 March 31, 2023 Particulars Optrascan * CGIPL Optrascan* CGIPL Optrascan* CGIPL** Non-current assets 30.08 115.95 - 115.97 - 57.39 Current assets 468.98 0.85 - 1.08 - 60.72 Non-current liabilities (15.28) - - - - - Current liabilities (208.60) (0.81) - (0.91) - (1.21) Equity 275.18 115.99 - 116.14 - 116.90 Equity shareholding 19.68% 22.11% - 22.11% - 22.11% Group’s Share in equity 54.16 25.65 - 25.68 - 25.85 Goodwill 341.69 34.15 - 34.15 - 34.15 Group’s carrying amount of the investment 395.85 59.80 - 59.83 - 60.00 Summarised statement of profit and loss for the period / year ended: Revenue from operations 57.64 - - - - - Other income 4.19 - - - - - Total Income 61.83 - - - - - Cost of raw material and components consumed 26.12 - - - - - Decrease in inventories of finished goods, work-in-progress and traded goods 2.09 - - - - - Employee benefit expenses 72.20 - - - - - Depreciation and amortisation expenses 3.15 0.13 - 0.03 - - Finance costs 6.25 - - - - - Other expenses 52.69 - - 0.72 - - Total expenses 162.50 0.13 - 0.75 - - Loss before tax (100.67) (0.13) - (0.75) - - Tax expenses 0.68 - - - - - Loss for the period / year (99.99) (0.13) - (0.75) - - Other comprehensive (loss) / income not to be reclassified to profit or loss in subsequent periods: (a) (i) Re-measurement (losses) / gains on defined benefit plan 0.05 - - - - - Income tax effect on above - - - - - - Total comprehensive (loss) / income for the period / year (99.94) (0.13) - (0.75) - - Group’s share of profit for the period / year (19.67) (0.03) - (0.17) - - * The Parent Company has acquired 19.68% stake in OptraScan, Inc. on October 24, 2024. Pursuant to which Optrascan has become associate of the Parent Company. ** In view of the insignificant activities carried out during post-acquisition period during the year ended March 31, 2023, share of profit or loss of CGIPL, is not disclosed by the Group in the Restated Consolidated Summary Statements. The associates, as applicable had no contingent liabilities or capital commitments as at March 31, 2025, March 31, 2024 and March 31, 2023. Also refer note 6A. (This space has been intentionally left blank) 352Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 42 Other Statutory information (i)TheGroupdoesnothaveanyBenamiproperty,whereanyproceedinghasbeeninitiatedorpendingagainsttheGroupforholdinganyBenamipropertyunderthe Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. (ii) The Group does not have any transactions with companies struck off during the years ended March 31, 2025, March 31, 2024 and March 31, 2023. (iii) The Group has not traded or invested in Crypto currency or Virtual Currency during the year ended March 2025, March 31, 2024 and March 31, 2023. (iv)TheGrouphasnosuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Also refer note 35. (v) The Group has not been declared wilful defaulter by any bank, financial institution, government or government authority. (vi)FollowingarethedetailsofthefundsadvancedbytheGrouptoIntermediariesforfurtheradvancingtotheUltimatebeneficiariesduringtheyearendedMarch31, 2024: Name of the Date of funds Amount of funds Date on which Amount of fundsUltimate beneficiary intermediary to advanced advanced (₹ in funds are invested furtheradvancedto which the funds Million) by intermediaries ultimate are advanced to ultimate beneficiaries (₹ in beneficiaries Million) Chayagraphics February 13, 2023 60.00 June 01, 2023 58.62 Shareholder of (India) Private Chayagraphics Limited Healthcare Private Limited Complete details of the Intermediary and Ultimate Beneficiary: Name of the entityRegistered address Government Identification Number Relationship with the Company Chayagraphics No.249,1stFloor,FrontBuilding4th U51507KA1996PTC021177 Associate (India) PrivateMain Road, Chamrajpet, Bangalore, Limited Bangalore, Karnataka, India, 560018 As detailed above, the Ultimate Beneficiaries is the shareholder of Chayagraphics Healthcare Private Limited from whom the Group through its step down subsidiary Chayagraphics (India) Private Limited have further acquired additional stake of Chayagraphics Healthcare Private Limited during the year. (vii)TheGrouphasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whetherrecordedin writing or otherwise) that the Group shall: (a) directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheFundingParty(UltimateBeneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 43 DuringthepreviousyearendedMarch31,2024,BPLhasidentifiedthatfraudhasbeendoneagainsttheBPLinvolvinganemployeewithcertainvendors.Basedonthe internalevaluationbythemanagement,itwasconcludedthattheallegedemployeeshadmisappropriatedfundsofBPLamountingto/materialfraud₹6.09Millionforits ownbenefitsbyfalsifyingvariousdocumentsandrecords.Accordingly,themanagementhastakennecessarylegalactionsagainsttheallegedemployeeincluding registration of first information report for the recovery of misappropriated funds and has terminated his employment and has been arrested. 44 DuringtheyearendedMarch31,2025,theParentCompanyhasidentifiedthatfraudsamountingto₹4.43MillionhavebeendoneagainsttheCompanybycertain externalparties.TheCompanyhasbeendeceivedbytheexternalpartiesbyfalsifyingvariousdocumentsandimpersonatingasthecustomer/vendoroftheCompany. Accordingly,themanagementhastakennecessarylegalactionsincludingregistrationoffirstinformationreportfortherecoveryofpaymentsbeingmadetoillegitimate external parties. 45 AsatMarch31,2025,tradeandotherpayablesamountingto₹4.81Million(March31,2024:₹5.41MillionandMarch31,2023:₹159.93Million),advancefrom customersamountingto₹12.68Million(March31,2024:₹12.16MillionandMarch31,2023:₹Nil)andtradeandotherreceivablesamountingto₹8.55Million (March31,2024:₹5.86MillionandMarch31,2023:₹7.94Million) towardspurchaseandsaleofgoodsandservicesrespectively,whichareoutstandingbeyond permissibletimeperiodstipulatedundertheMasterCircularonImportofGoodsandServicesandMasterCircularonExportofGoodsandServicesissuedbyReserve BankofIndia('theRBI'),whichstatesthatpaymentsagainstimportsofgoodsandreceiptsagainstexportsofgoodsandservicesshallbemadewithindefinedregulatory timelines from date of shipment. Themanagementisintheprocessofregularisingtheabovenon-compliances,withtheappropriateregulatoryauthoritiesandisoftheviewthatpenalties,ifanythatmay beimposedontheGroupwouldnotbematerial.Accordingly,noadjustmentshavebeenmadebythemanagementintheseRestatedConsolidatedSummaryStatementsin this regard. 353Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 46 Audit backup MCA has amended the Rule 3 of the Companies (Accounts) Rules, 2014 (the “Accounts Rules”) vide notification dated August 05, 2022, relating to the mode of keeping books of account and other books and papers in electronic mode. Back-ups of the books of account and other books and papers of the Group maintained in electronic mode are now required to be retained on a server located in India on daily basis (instead of back-ups on a periodic basis as provided earlier) as prescribed under Rule 3(5) of the Accounts Rules. The compliance as regards to the above rules are summarised below for the respective years: March 31, 2025 TheGroupisincompliancewiththeaboverequirementsexceptforthecertainaccountingsoftwaresmaintainedbythird-partysoftwareproviderforwhichmanagement is not in possession of necessary information to determine whether the backup is done on daily basis or in physical servers located in India. March 31, 2024 TheHoldingCompanyandonesubsidiaryisnotincompliancewiththeaboverequirementsandareintheprocessofinitiatingthenecessarystepsasregardsthe compliance with Rule 3 of the Companies (Accounts) Rules, 2014 with respect to backups taken on daily basis in physical servers located in India. March 31, 2023 TheGroupdoesnothaveserverphysicallylocatedinIndiaforthedailybackupofthebooksofaccountandotherbooksandpapersmaintainedinelectronicmode.The GroupwouldinitiatethenecessarystepsasregardsthecompliancewithRule3oftheCompanies(Accounts)Rules,2014withrespecttomaintenanceofbackupsin server physically located in India on a daily basis. 47 Audit trail March 31, 2025 TheParentCompany,subsidiariesandassociateswhicharecompaniesincorporatedinIndiaandwhosefinancialstatementshavebeenauditedundertheActhave complied with the requirements of audit trail except for the following instances: Additionally,theaudittrailofprioryearhasbeenpreservedbytheParentCompany,subsidiariesandassociateswhicharecompaniesincorporatedinIndiaasperthe statutory requirements for record retention to the extent it was enabled and recorded in the previous year. Instances Comment InstancesofaccountingsoftwareformaintainingitsbooksTheParentCompanyandonesubsidiaryhasusedcertainaccountingsoftwaresformaintainingitsbooksof ofaccountforwhichaudittrailfeatureisnotenabledforaccountwhichhasafeatureofrecordingaudittrail(editlog)andthesamehasoperatedthroughouttheyear certain changes made, if any, using privileged/for allrelevant transactionsrecordedinthesoftware, exceptthat audittrailfeatureisnotenabledatthe administrative access rights. database level in so far as it relates to an accounting software. InstancesofaccountingsoftwareformaintainingitsbooksOnesubsidiaryandoneassociatedidnothadafeatureofrecordingaudittrail(editlog)facilityandthesame ofaccountwhichdidnothadafeatureofrecordingauditdid not operate throughout the year for all relevant transactions recorded in the software. trail (edit log) facility and the same did not operate throughouttheyearforallrelevanttransactionsrecorded in the software. Instances of absence of necessary information forOnesubsidiaryhasusedpayrollsoftwarewhichisoperatedbyathird-partysoftwareserviceproviders,for accounting softwares operated by third-party softwaremaintainingitsbooksofaccount.Managementisnotinpossessionofnecessaryinformationtodetermine service providers. whetheraudittrailfeatureofthesaidsoftwarewasenabledandoperatedthroughouttheyearforallrelevant transactionsrecordedinthesoftwareorwhethertherewereanyinstancesoftheaudittrailfeaturebeing tampered with during the year. March 31, 2024 TheParentCompany,subsidiariesandassociatewhicharecompaniesincorporatedinIndiaandwhosefinancialstatementshavebeenauditedundertheActhave complied with the requirements of audit trail except for the following: Instances Comment InstancesofaccountingsoftwareformaintainingitsbooksTheParentCompanyandonesubsidiarydidnothaveafeatureofrecordingaudittrail(editlog)facilityfor ofaccountforwhichaudittrailfeatureisnotenabledforcertain changes made, if any, using privileged/administrative access rights for certain applications. certain changes made, if any, using privileged/ administrative access rights. InstancesofaccountingsoftwareformaintainingitsbooksTwosubsidiariesandoneassociatedidnothaveafeatureofrecordingaudittrail(editlog)facilityandthe ofaccountwhichdidnothadafeatureofrecordingauditsame did not operate throughout the year for all relevant transactions recorded in the software. trail (edit log) facility and the same did not operate throughouttheyearforallrelevanttransactionsrecorded in the software. Instances of absence of necessary information forInstances of absence of necessary information for accountingsoftwares operated by third-party software accounting softwares operated by third-party softwareserviceprovidersintheParentCompanyandonesubsidiarywherebyweareunabletoassesswhetheraudit service providers. trail feature was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with. 354Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) Corporate Identity Number (CIN): U33125GA2000PLC002909 Annexure VII Notes to the Restated Consolidated Summary Statements 48 Subsequent Event Subsequent to the year ended March 31, 2025 and pursuant to the approval of the Board of Directors and shareholders, as applicable under the provisions of Companies Act, 2013 and all other applicable laws and regulations :- (i) The Parent Company proposes to undertake an Initial Public Offering ('IPO') of equity shares. (ii)TheParentCompanyapprovedthebonusissueof90,207,800equitysharesoffacevalueof₹1each.Thesamehasbeenallotedonthereportdateandaccordingly disclosure in Earnings per share (EPS) has been updated. 49 Themanagementhasevaluatedthelikelyimpactofprevailinguncertaintiesrelatingtoimpositionorenhancementofreciprocaltariffsandbelievesthatthereareno materialimpactsonthefinancialstatementsoftheGroupfortheyearendedMarch31,2025.However,themanagementwillcontinuetomonitorthesituationfromthe perspective of potential impact on the operations of the Group. 50 Certainamounts(currencyvalueorpercentages)showninthevarioustablesandparagraphsincludedintheseRestatedConsolidatedSummaryStatementshavebeen rounded off or truncated as deemed appropriate by the management of the Group. As per our report of even date For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Molbio Diagnostics Limited (formerly Molbio Diagnostics Private Limited) ICAI firm registration number: 101049W/ E300004 per Sandeep Karnani Chandrasekhar Bhaskaran Nair Sriram Natarajan Partner Director CEO and Director Membership No: 061207 DIN: 01787875 DIN: 00013843 Place: Bengaluru Place: Bengaluru Place: Goa Date: August 22, 2025 Date: August 22, 2025 Date: August 22, 2025 Amol Narayan Lone Darshan Raghunath Karekar Chief Financial Officer Company Secretary and Compliance Officer Membership number: FCS F13569 Place: Goa Place: Goa Date: August 22, 2025 Date: August 22, 2025 355OTHER FINANCIAL INFORMATION The accounting ratios derived from the Restated Financial Information required to be disclosed under the SEBI ICDR Regulations are set forth below. The table below should be read in conjunction with the sections titled “Risk Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 44, 257 and 361, respectively: Particulars As at and for the As at and for the As at and for the year ended March year ended March year ended March 31, 2025 31, 2024 31, 2023 Restated earnings per equity share – basic, 12.87 9.05 (0.06) computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹) Restated earnings per equity share – diluted, 12.87 9.04 (0.06) computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹) Return on net worth (%)(3) 15.23% 12.62% (0.10)% Net asset value per Equity Share (in ₹)(4) 84.51 71.70 62.66 EBITDA (in ₹ million)(5) 2,566.39 1,850.93 481.11 Notes: (1) Restated earnings per equity share – (basic), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹): In accordance with IND AS 33 Earning per share, restated earnings per equity share – (basic), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company, are calculated by dividing the restated profit/(loss) for the year attributable to the owners of the parent company by the weighted average number of Equity Shares outstanding during year. The basic earning per share disclosed above is after considering the impact of bonus shares allotted subsequent to March 31, 2025 on July 29, 2025 for all years presented in accordance with IND AS 33 Earning per share. (2) Restated earnings per equity share – (diluted), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company (in ₹): In accordance with IND AS 33 Earning per share, restated earnings per equity share – (diluted), computed on the basis of restated profit / (loss) for the year attributable to owners of the Parent Company) are calculated by dividing the restated profit/ (loss) for the year attributable to the owners of the parent company by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year. The diluted earning per share disclosed above is after considering the impact of bonus shares allotted subsequent to March 31, 2025 on July 29, 2025 for all years presented in accordance with IND AS 33 Earning per share. (3) Return on Net Worth (%) is calculated as restated profit / (loss) for the year attributable to owners of the Parent Company divided by Net worth as at end of the year (4) Net asset value per Equity Share is calculated by dividing Net worth as of the end of the relevant year by the number of outstanding equity shares as at the year end. (5) EBITDA is calculated as sum of Restated Profit / (loss) for the year, total tax expenses, finance costs and depreciation and amortisation expenses. In accordance with the SEBI ICDR Regulations, (i) the audited standalone financial statements of our Company, and (ii) the audited standalone financial statements of our Material Subsidiaries, Bigtec and Prognosys Medical, for the last three Fiscals, (collectively, the “Audited Standalone Financial Statements”), are available on our website at www.molbiodiagnostics.com/investors. Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Audited Standalone Financial Statements and the reports thereon do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Standalone Financial Statements and the reports thereon should not be considered as part of information that any investor should consider when subscribing for or purchasing any securities of our Company or any entity in which our Shareholders have significant influence and should not be relied upon or used as a basis for any investment decision. None of the entities specified above, nor any of their advisors, nor the BRLMs or Selling Shareholders, 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 Standalone Financial Statements, or the opinions expressed therein. Non-GAAP measures Certain non-GAAP measures and certain other statistical information relating to our operations and financial 356performance presented in this Draft Red Herring Prospectus such as EBITDA, EBITDA Margin, EBITDA Pre R&D, EBITDA Pre R&D Margin, Restated Profit / (loss) for the year Margin, Return on Net worth, Return on Equity, EBIT, Capital Employed, Return on Capital Employed and Net Asset Value per Equity Share are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these non-GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year, or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition, these non-GAAP measures, and other 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, such non-GAAP measures may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other entities in India or elsewhere. For further details, see “Risk Factors – Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA, EBITDA Margin, EBITDA Pre R&D, EBITDA Pre R&D Margin, Restated Profit / (loss) for the year Margin, Return on Net worth, Return on Equity, EBIT, Capital Employed, Return on Capital Employed and Net Asset Value per equity share have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable” on page 73. Other companies may calculate non- GAAP measures differently from us, limiting their usefulness as a comparative measure. Although the Non- GAAP Measures and other industry metrics are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a company’s operating performance. Reconciliation from Restated profit/(loss) for the year to EBITDA, EBITDA Pre R&D, EBITDA Margin and EBITDA Pre R&D Margin EBITDA is calculated as sum of Restated Profit/(loss) for the year, total tax expense, finance costs, depreciation and amortisation expense. EBITDA Margin is calculated as EBITDA divided by total income for the relevant year. EBITDA Pre R&D is calculated as sum of Restated Profit/(loss) for the year, total tax expense, finance costs, depreciation and amortisation expense and research & development spends. Research & development spends refers to the all expense incurred by Bigtec, Company's wholly owned subsidiary, which is responsible for carrying out all research and development (R&D) activities on behalf of the Company. EBITDA Pre R&D Margin is calculated as EBITDA Pre R&D divided by total income for the relevant year. Particulars Fiscal 2025 2024 2023 (₹ million, unless otherwise stated) Restated profit/(loss) for the year (I) 1,385.79 835.42 (34.45) Total tax expenses (II) 558.49 460.97 129.85 Finance costs (III) 176.58 144.46 68.49 Depreciation and amortization expense (IV) 445.53 410.08 317.22 EBITDA (V=I+II+III+IV) 2,566.39 1,850.93 481.11 Total income (VI) 10,279.36 8,406.59 3,374.11 EBITDA Margin (%) (VII = V/VI) 24.97% 22.02% 14.26% Research and Development spends (VIII) 685.69 597.77 447.75 EBITDA (Pre R&D) (IX = V+VIII) 3,252.08 2,448.70 928.86 EBITDA (Pre R&D) margin (%) (X = IX / VI) 31.64% 29.13% 27.53% Reconciliation of Capital Employed and Return on Capital Employed Return on capital employed is calculated as EBIT as a percentage of Capital Employed for the relevant year, where EBIT is calculated as the sum of Restated profit / (loss) for the year, total tax expenses and finance costs; Capital employed is calculated as the total assets reduced by total liabilities, goodwill, other intangible assets, intangible assets under development, and deferred tax assets (net), added by Current liabilities- Financial liabilities- Borrowings, Non-current liabilities- Financial liabilities- Borrowings, Current liabilities- Financial liabilities- Lease liabilities, Non-current liabilities- Financial liabilities- Lease liabilities and deferred tax liabilities (net). 357As at and For the year ended Particulars 2025 2024 2023 (₹ million, unless otherwise stated) Restated profit/(loss) for the year (I) 1,385.79 835.42 (34.45) Total tax expenses (II) 558.49 460.97 129.85 Finance costs (III) 176.58 144.46 68.49 EBIT (IV) = (I) + (II) + (III) 2,120.86 1,440.85 163.89 Total Assets (V) 14,615.55 12,210.56 10,342.11 Total Liabilities (VI) 4,942.70 3,922.19 2,968.70 Other Intangible assets (VII) 527.80 704.16 858.75 Intangible assets under development (VIII) - - 53.63 Goodwill (IX) 38.41 38.41 38.41 Deferred tax assets (net) (X) 469.43 291.12 104.42 Current liabilities – Financial liabilities - 1,170.19 1,594.54 1,074.53 Borrowings (XI) Non-current liabilities – Financial liabilities 61.44 151.23 9.85 - Borrowings (XII) Deferred tax liabilities (net) (XIII) 2.94 31.03 52.59 Current liabilities – Financial liabilities - 63.55 44.14 32.46 Lease liabilities (XIV) Non-current liabilities – Financial liabilities 174.14 46.34 68.51 - Lease liabilities (XV) Capital Employed (XVI) = (V) - (VI) - (VII) - (VIII) – (IX) – (X) + (XI) + (XII) + (XIII) + (XIV) + (XV) 10,109.47 9,121.96 7,556.14 Return on Capital Employed (XVII) = 20.98% 15.80% 2.17% (IV) / (XVI) Reconciliation of Return on Equity Return on equity for the year is calculated as Restated profit/(loss) for the year attributable to owners of the parent company divided by average of Equity attributable to equity holders of the parent at as the beginning and end of the relevant year. As at and For the year ended Particulars 2025 2024 2023 (₹ million, unless otherwise stated) Restated profit/ (loss) for the year attributable to 1,451.03 1,019.54 (7.26) owners of the parent company (I) Opening equity attributable to equity holders of the 8,233.81 7,214.79 7,067.39 parent (II) Closing equity attributable to equity holders of the 9,683.91 8,233.81 7,214.79 parent (III) Average equity attributable to owners of the 8,958.86 7,724.30 7,141.09 parent company (IV=(II+III)/2) Return on Equity (I)/(IV) 16.20% 13.20% (0.10)% Reconciliation of Restated profit/(loss) for the year Margin Restated profit/(loss) for the year Margin is calculated as Restated Profit/(loss) for the year divided by total income for the relevant year. Particulars Fiscal 2025 2024 2023 (₹ million, unless otherwise stated) Restated profit/ (loss) for the year (I) 1,385.79 835.42 (34.45) Total Income (II) 10,279.36 8,406.59 3,374.11 Restated Profit/(loss) for the year 13.48% 9.94% (1.02)% margin (%) (III = I/II) 358Reconciliation of Net Worth and Return on Net Worth Net worth is calculated as the aggregate of Equity share capital, Retained earnings, Securities premium, Other Reserves, Put option liability towards non-controlling interest shareholders and Money received against share warrants. Return on Net Worth is calculated as Restated Profit/(loss) for the year attributable to owners of the Parent Company divided by Net Worth. Particulars As at and For the year ended 2025 2024 2023 (₹ million, unless otherwise stated) Equity share capital (I) 22.56 22.54 22.54 Retained earnings (II) 7,646.52 6,202.92 5,183.90 Securities premium (III) 1,958.66 1,948.68 1,948.68 Other reserve (IV) 148.75 148.75 148.75 Put option liability towards non- (247.00) (247.00) (247.00) controlling interest shareholders (V) Money received against share - 3.50 3.50 warrants (VI) Net Worth (VII= 9,529.49 8,079.39 7,060.37 I+II+III+IV+V+VI) Restated Profit/(loss) for the year 1,451.03 1,019.54 (7.26) attributable to owners of the Parent Company (VIII) Return on Net Worth (IX=VIII/VII) 15.23% 12.62% (0.10)% Reconciliation of Net Asset Value per Equity Share Net asset value per Equity Share is calculated by dividing Net worth as of the end of the relevant year by the number of outstanding equity shares as at the year end. Particulars As at March 31, 2025 2024 2023 (₹ million, unless otherwise stated) Equity share capital (I) 22.56 22.54 22.54 Retained earnings (II) 7,646.52 6,202.92 5,183.90 Securities premium (III) 1,958.66 1,948.68 1,948.68 Other reserve (IV) 148.75 148.75 148.75 Put option liability towards non- (247.00) (247.00) (247.00) controlling interest shareholders (V) Money received against share - 3.50 3.50 warrants (VI) Net Worth (VII= 9,529.49 8,079.39 7,060.37 I+II+III+IV+V+VI) Number of outstanding equity shares 112,759,750 112,683,000 112,683,000 as at year end (VIII) Net asset value per Equity Share 84.51 71.70 62.66 (in ₹) (IX=VII/VIII) Related 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 Fiscals 2025, 2024 and 2023, read with the SEBI ICDR Regulations, and as reported in the Restated Financial Information, see “Restated Financial Information – Note 36. Related Party Disclosures” on page 340. 359CAPITALISATION STATEMENT The following table sets forth our capitalisation as of March 31, 2025: (in ₹ million, except otherwise stated) Partic ulars Pre-Offer as at March 31, As adjusted for the Offer* 2025 Borrowings Non-current liabilities - Financial liabilities - Borrowings 61.44 [●] (I) Current liabilities - Financial liabilities - Borrowings (II) 1,170.19 [●] Total Borrowings (III = I + II) 1,231.63 [●] Equity Equity share capital (IV) 22.56 [●] Other equity (V) 9,661.35 [●] Equity attributable to equity holders of the Parent 9,683.91 [●] Company (VI = IV + V) Non-controlling interest (VII) (11.06) [●] Total Equity (VIII = VI+VII) 9,672.85 [●] Ratio: Non-current liabilities - Financial liabilities - 0.01 [●] Borrowings / Total Equity (in times) (IX = I / VIII) Ratio: Total Borrowings / Total Equity (in times) (X = 0.13 [●] III / VIII) * The corresponding post Offer capitalization data is not determinable at this stage pending the completion of the Book Building Process and hence has not been furnished. To be updated upon finalization of the Offer Price. Note: These terms (other than ratios) shall carry the meaning as per Schedule III of the Companies Act (as amended). 360MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition, results of operations and cash flows should be read in conjunction with our “Restated Financial Information” on page 257. Unless otherwise indicated, the financial information herein is based on our Restated Financial Information included in this Draft Red Herring Prospectus. 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 26 for a discussion of the risks and uncertainties related to those statements and also the sections “Risk Factors”, “Industry Overview”, “Restated Financial Information” and “Our Business” on pages 44, 146, 257 and 186, respectively, as well as financial and other information contained in this Draft Red Herring Prospectus as a whole, for a discussion of certain factors that may affect our business, financial condition, results of operations or cash flows. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular Fiscal are to the 12 months ended March 31 of that year. Unless otherwise stated or the context otherwise requires, references in this section to “we”, “us”, or “our” are to Molbio Diagnostics Limited on a consolidated basis while “our Company” or “the Company” are to Molbio Diagnostics Limited on a standalone basis. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Molecular Diagnostics Industry Report” dated August 22, 2025, (the “1Lattice Report”) prepared and issued by Lattice Technologies Private Limited, appointed by us pursuant to an engagement letter dated July 19, 2024 and exclusively commissioned and paid for by us to enable investors to understand the industry in which we operate in connection with the Offer. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. A copy of the 1Lattice Report is available on the website of our Company at www.molbiodiagnostics.com/investors. For further information, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus disclose information from the 1Lattice Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 72. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 24. OVERVIEW For information in relation to our business, see “Our Business” on page 186. SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION Our results of operations and financial condition are affected by a number of important factors including: Volume of products manufactured and sold We have sold over 10,000 devices in over 80 countries till March 31, 2025. We derive our revenues from the sale of our ‘Truenat’ platform, which is designed to work exclusively with our range of ‘Truenat’ test kits that generate recurring revenues. The key driver in the growth of our revenue from operations has been the volume of products manufactured and sold by us. The table below sets forth the number of our devices and test kits sold during the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of devices sold 2,180 2,011 1,541 Number of test kits sold (in million) 12.24 8.80 2.81 361The following table sets forth our revenues from the sale of our devices and test kits, which is also expressed as a percentage of our revenue from contracts with customers - sale of products - finished goods, in the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage of Amount Percentage of (₹ in Revenue from (₹ in Revenue from (₹ in Revenue from million) contracts with million) contracts with million) contracts with customers - customers - customers - Sale of Sale of Sale of products - products - products - Finished Finished Finished Goods Goods Goods Revenue from sale 2,029.58 20.63% 1,846.80 22.65% 1,366.07 42.44% of devices Revenue from sale 7,309.58 74.31% 5,525.45 67.78% 1,785.29 55.47% of test kits Others* 498.10 5.06% 780.13 9.57% 67.14 2.09% Revenue from 9,837.26 100.00% 8,152.38 100.00% 3,218.50 100.00% contracts with customers - Sale of products - Finished Goods *Others primarily include revenue from the sale of devices manufactured by Prognosys Medical Systems Private Limited. We have five manufacturing facilities in India, of which two are in Goa, two in Bengaluru, Karnataka and one in Vizag, Andhra Pradesh. As of March 31, 2025, our installed capacity was 3,600 devices per annum and 390,00,000 ‘Truenat’ test kits per annum. In Fiscals 2025, 2024 and 2023, our capacity utilization was 58.89%, 19.83% and 36.06% for devices and 43.44%, 27.45% and 13.68% for test kits, respectively. For details relating to the installed capacity, actual production and capacity utilisation for our devices and test kits, see “Our Business - Installed Capacity and Capacity Utilisation” on page 202. As of March 31, 2025, we have a sales, marketing and customer relationship team comprising 292 permanent employee. We also have consultants who assist in international sales under consultancy agreements. The actual volumes and specifications of customer orders are fixed only when customers place purchase orders with us. Our actual production volumes may differ significantly from our estimates due to variations in customer demand for our products. When actual production volumes differ significantly from our estimates, we generally seek to make up any shortfalls through new orders, either with existing or with new customers. We have typically seen an increase in healthcare spending by the Government during the second half of a Fiscal. Since the number of purchase orders that our customers place with us may differ from quarter to quarter, our revenues, results of operations and cash flows have fluctuated in the past and we expect this trend to continue in the future. Our relationships with customers and healthcare programs We derive a significant portion of our revenues from the sale of our products to the Indian Central and the State governments and international aid agencies for their public healthcare programs. For Fiscals 2025, 2024 and 2023, we derived ₹ 8,639.78 million, ₹ 7,467.51 million and ₹ 2,522.97 million from the revenue from contracts with customers - sale of products - finished goods to Indian Central and State governments and international aid agencies, representing 87.83%, 91.60% and 78.39% of our revenue from contracts with customers - sale of products - finished goods, respectively. Further, we derive a significant portion of our revenues from our top 10 customers who accounted for ₹ 8,225.64 million, ₹ 6,402.78 million and ₹ 2,126.34 million or 83.62%, 78.54% and 66.07% of our revenue from contracts with customers - sale of products - finished goods for Fiscals 2025, 2024 and 2023, respectively. The demand for diagnostic tests from such customers significantly determines our results of operations. The table below sets forth our revenues generated from such government and international aid agencies and non- government agencies for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage of Amount Percentage Amount Percentage (in ₹ Revenue from (in ₹ of Revenue (in ₹ of Revenue million) contracts with million) from million) from 362customers - contracts contracts Sale of with with products - customers - customers - Finished Sale of Sale of Goods products - products - Finished Finished Goods Goods Revenue from contracts 4,998.20 50.81% 2,757.97 33.83% 146.37 4.55% with customers - Sale of products - Finished Goods from Indian Central government Revenue from contracts 2,101.54 21.36% 4,153.07 50.94% 2,142.56 66.57% with customers - Sale of products - Finished Goods from Indian State governments Revenue from contracts 1,540.04 15.66% 556.47 6.83% 234.04 7.27% with customers - Sale of products - Finished Goods from International aid agencies Revenue from contracts 1,197.48 12.17% 684.87 8.40% 695.53 21.61% with customers - Sale of products - Finished Goods from non-government agencies Revenue from contracts 9,837.26 100.00% 8,152.38 100.00% 3,218.50 100.00% with customers - Sale of products - Finished Goods Both the Indian Central and State governments and international aid agencies run several healthcare programs. The Indian government has public healthcare programs such as the National Tuberculosis Elimination Program, the National Vector Borne Disease Control Program, the National Viral Hepatitis Control Program and the National AIDS Control Organisation, which seek to enhance disease surveillance, provide quality diagnostic services and ensure timely treatment. Diagnostic tests and consumables required for the tests under these programs are procured centrally and distributed based on consumption data and disease surveillance outcomes. (Source: 1 Lattice Report) The procurement process for such diagnostic tests and consumables is done through competitive tenders issued by government agencies and bidders are required to meet certain technical and financial criteria set forth in the tender documents. The continuation of such government programs will contribute to our results of operations and cash flows. However, adverse changes made to such programs or a decline in healthcare spending by government agencies may result in a decline in the sale of our products and consequently our revenues. Availability and cost of raw materials Our cost of raw material and components consumed is the largest component of our cost structure. The table below sets forth cost of raw materials and components consumed as a percentage of total expenses for the years indicated: Particular For the Year Ended March 31, 2025 2024 2023 Cost of raw materials and components consumed 4,347.71 3,199.28 1,853.28 (₹ million) (A) Total expenses (₹ million) (B) 8,204.06 6,578.34 3,278.71 Cost of raw materials and components consumed 52.99% 48.63% 56.52% as a percentage of Total expenses (%) (C = A/B) The primary raw materials that we require for our operations include enzymes, primers, probes, electronic components and chips. We procure material from domestic and international vendors. We typically do not enter into long term supply contracts with any of our suppliers and instead place purchase orders with them from time to time. We are thus exposed to fluctuations in availability and prices of our raw materials and we may not be able to effectively pass on any increase in cost of raw materials to our customers, which may affect our margins, sales, results of operations and cash flows. Any inability on our part to procure sufficient quantities of raw materials and 363on commercially acceptable terms, could lead to a change in our manufacturing and sales volumes. We also import certain raw materials. For Fiscals 2025, 2024 and 2023, our purchase of raw materials imported was ₹ 1,839.35 million, ₹ 1,226.62 million and ₹ 459.61 million or 33.94%, 37.79% and 26.37% of our purchases of raw materials and components consumed, respectively. Any restrictions imposed by the GoI on the import of such raw materials or any embargoes on the jurisdictions where our suppliers are located, or any increases in import duties on these raw materials, may affect our margins, sales, results of operations and cash flows. Periods of disease outbreaks Our revenues and results of operations have fluctuated in the past and may continue to fluctuate significantly due to periods of disease outbreaks. Diagnostic healthcare testing volumes typically increase during the outbreak of a disease and pandemics. The increased prevalence of a particular virus or other pathogen in the general population often causes an increased demand for specific diagnostic healthcare testing for that virus. However, certain of our expenses are less impacted by fluctuations in demand, as a significant portion of our costs and expenses such as employee benefits expense are fixed, unlike our costs of medical consumables. As a result of such factors, we experience year-on-year fluctuations and we expect such patterns in our results of operations to continue in the foreseeable future. Research and development We have strong in-house R&D capabilities and a track record of developing innovative diagnostic products. We undertake R&D through our wholly-owned, Subsidiary, Bigtec, to design and develop diagnostic platforms that address gaps in clinical needs. Bigtec was incorporated in 2000 and became our wholly-owned Subsidiary in 2015. Our Company has entered into an agreement for license of intellectual property and technical collaboration dated July 31, 2011 (“Agreement”) read with the addendum to the Agreement dated July 31, 2017 and as amended by the amendment agreements dated September 22, 2017, and January 21, 2020 (collectively, the “IP Agreement”) with Bigtec, pursuant to which Bigtec has granted our Company an unconditional, irrevocable, exclusive, transferable, royalty bearing, worldwide and unlimited right to use and exploit the intellectual property rights, including patents relating to micro-PCR technology for detection of diseases across a spectrum of diseases, which is continuously being upgraded by Bigtec. Pursuant to the IP Agreement, our Company is required to pay 10% of its revenue from operations, payable every year, as royalty to Bigtec for a period of 15 years from the date of the Agreement. During the COVID-19 pandemic, our ‘Truenat’ test kit for COVID was crucial in India’s efforts to fight the COVID virus and was the first approved by ICMR for testing of COVID. (Source: 1Lattice Report) Our dedicated R&D laboratory is based in Bengaluru, Karnataka and as of March 31, 2025, our R&D team comprised 114 permanent employees from different academic disciplines. In Fiscals 2025, 2024 and 2023, our total expenditure for R&D activities was ₹ 685.69 million, ₹ 597.77 million and ₹ 447.75 million, representing 6.72%, 7.15% and 13.47% of our revenue from operations, respectively. Our investment in R&D has resulted in a significant number of registered patents. As of the date of this Draft Red Herring Prospectus, our Company and Material Subsidiaries have registered 16 patents, 29 trademarks, 7 designs and 3 copyrights in India, and 187 patents in foreign jurisdictions including the United States of America, China and Singapore, and have applied for (but not yet obtained) 9 patents and 4 designs in India, and 15 patents in foreign jurisdictions including Nepal, Egypt and Cambodia. To develop our product pipeline, we commit substantial time, funds and other resources in R&D. In addition, we must adapt to rapid changes in our industry due to technological advances and scientific discoveries. We strive to keep our technology, facilities and machinery current with the latest international standards. The cost of implementing new technologies, upgrading our manufacturing facilities and retaining our R&D personnel is significant and affects our results of operations and cash flows. Success of new tests on our device and integrating entities that we acquire We have historically derived a significant portion of our revenues from the sale of diagnostic tests for TB. These tests accounted for ₹ 6,798.78 million, ₹ 5,087.19 million and ₹ 1,337.71 million, representing 69.11%, 62.40% and 41.56% of our revenue from contracts with customers - sale of products - finished goods, respectively. However, we intend to expand our suite of tests to include other diseases, which we expect will continue to contribute to the utility of our device. As of the draft of this Draft Red Herring Prospectus, we intend to expand our suite of tests for additional 37 assays for 22 diseases. The success of these tests and their assays will affect our future results of operations and cash flows. 364We evaluate inorganic growth opportunities, in keeping with our strategy to grow and develop our market share or to add new product categories. For example, in October 2024, we acquired 19.68% of the equity share capital of OptraSCAN, which offers digital pathology solutions. Further in March 2023, we acquired, directly and indirectly, 65.47% of the equity share capital of Prognosys Medical Systems Private Limited, which offers digital imaging solutions under the brand “ProRad”. This acquisition allowed us to provide end-to-end screening and confirmatory tests for infectious diseases at the POC. The impact of such acquisitions on our results of operations and financial condition will depend on numerous factors, including the size of each company’s business and operations and our ability to realize the anticipated growth opportunities and synergies from combining such businesses. For further information on the recent acquisitions, see “History and Certain Corporate Matters – Details regarding material acquisition or divestment of business or undertakings, mergers, amalgamation, in the last 10 years” on page 218. BASIS OF PREPARATION AND PRESENTATION OF RESTATED FINANCIAL INFORMATION The restated financial information of our Company and its Subsidiaries (the Company together with its subsidiaries hereinafter referred to as “the Group”), and its Associates as at and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, comprising the restated consolidated summary statement of assets and liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023, the restated consolidated summary statement of profit and loss (including other comprehensive income/(loss)), the restated consolidated summary statement of cash flows and the restated consolidated summary statement of changes in equity for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, together with the summary statement of material accounting policies, and other explanatory notes (collectively, “Restated Consolidated Summary Statements”), derived from the audited consolidated Ind AS financial statements as at and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, prepared in accordance with Ind AS and each restated in accordance with requirements of Section 26 of Part I of Chapter III of the Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, each as amended. SUMMARY OF MATERIAL ACCOUNTING POLICIES Below is a list of the material accounting policies adopted in the preparation of the Restated Financial Information: Business combinations, asset acquisition and goodwill In determining whether a particular set of activities and assets is a business, the Company and its Subsidiaries (the “Group”) assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non- controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non- controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below: • Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits 365respectively. • Potential tax effects of temporary differences and carry forwards of an acquiree that exist at the acquisition date or arise as a result of the acquisition are accounted in accordance with Ind AS 12. • Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payment at the acquisition date. • Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. • Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the Group recognises the gain directly in equity as capital reserve, without routing the same through OCI. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date. In case of acquisition of an asset or a group of assets that does not constitute a business, the Group identifies and recognises individual identifiable assets acquired (including those assets that meet the definition of, and 366recognition criteria for, intangible assets in Ind AS 38, Intangible Assets) and liabilities assumed. The cost of the group shall be allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event does not give rise to goodwill. Investment in associates An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The considerations made in determining whether significant influence is similar to those necessary to determine control over the subsidiaries. The Group’s investments in its associate is accounted for using the equity method. Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment individually. The Restated Financial Information reflects the Group’s share of the results of operations of the associate. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the Restated Financial Information. Unrealised gains and losses resulting from transactions between the Group and the associate is eliminated to the extent of the interest in the associate. If an entity’s share of losses of an associate or exceeds its interest in the associate (which includes any long-term interest that, in substance, form part of the Group’s net investment in the associate), the entity discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the entity resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. The aggregate of the Group’s share of profit or loss of an associate is shown separately on the face of the Restated Financial Information. The financial statements of the associates are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognises the loss as ‘Share of loss of associates’ in the Restated Financial Information. Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. Current versus non-current classification The Group segregates assets and liabilities into current and non-current categories for presentation in the balance sheet after considering its normal operating cycle and other criteria set out in Ind AS 1, “Presentation of Financial Statements”. For this purpose, current assets and liabilities include the current portion of non-current assets and liabilities respectively. Deferred tax assets and liabilities are always classified as non-current. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified period up to twelve months as its operating cycle. Fair value measurement The Group measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 367The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • In the principal market for the asset or liability, or • In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the Restated Financial Information are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities • Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable • Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the Restated Financial Information on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes. (i) Disclosures for valuation methods, significant estimates and assumptions (ii) Quantitative disclosures of fair value measurement hierarchy (iii) Financial instruments (including those carried at amortised cost) (iv) Investment property Revenue recognition Revenue from operations is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer. Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation. The specific recognition criteria described below must be met before revenue is recognised: Revenue from contracts with customers 368(i) Revenue from sale of goods: Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally on delivery of the goods. Revenue from the sale of goods is measured at the amount of transaction price received or receivable, net of returns and allowances, trade discounts and volume rebates. Goods and Services Tax (GST) is not received by the Company in its own account. Rather, it is tax collected on behalf of the government. Accordingly, it is excluded from revenue. (ii) Other operating revenue: Revenues from maintenance contracts and extended warranties Revenue from services rendered over a period of time, such as annual maintenance contracts and extended warranties contract, are recognised on straight line basis over the period of the performance obligation. Installation services The Group provides installation services that are together with the sale of equipment to a customer. The installation services do not significantly customise or modify the equipment. Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the equipment and installation services are both sold on a stand-alone basis and are distinct within the context of contract. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and installation services. The Group recognises revenue from installation services at a point in time because the customer receives and consumes the benefits provided to them only after installation. Other income (i) Interest Income Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset. Interest income is included in other income in the Restated Financial Information. (ii) Export benefits Export incentives receivables are accrued for, when the right to receive the credit is established and there is no significant uncertainty regarding the realisability of the incentive. Cost to obtain a contract The Group pays sales commission to its vendors for the contracts that they obtain for sales of chip based diagnostic devices, chips and reagents. The Group applies the optional practical expedient to immediately expense costs to obtain a contract if the amortisation period of the asset that would have been recognised is one year or less. As such, sales commission are immediately recognised as an expense and included as a part of other expenses. Contract balances (i) Contract assets 369A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Contract assets are transferred to receivables when the rights become unconditional and contract liabilities are recognised as and when the performance obligation is satisfied. Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets in section (o) Financial instruments below. The Group has used the practical expedient provided in Ind AS 115.121 to not disclose the amount of remaining performance obligations for contracts in which the right to consideration from a customer corresponds directly with the performance obligation completed till date. (ii) Trade receivables A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section (o) Financial instruments below. (iii) Contract liabilities A contract liability is recognised if a payment is received, or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer). Taxes Current income tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The Group’s liability for current tax is calculated using the tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income (‘OCI’) or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment. Deferred tax Deferred tax is provided using the balance sheet approach on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are generally recognised for all the taxable temporary differences. In contrast, deferred tax assets are only recognised to the extent that is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset 370is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. Goods and Services Tax (GST) paid on acquisition of assets or on incurring expenses Expenses and assets are recognised net of the amount of GST paid, except when the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable The net amount of tax recoverable from, or payable to, the taxation authority is included as part of other current/non-current assets/ liabilities in the Restated Financial Information. Property, plant and equipment (‘PPE’) and capital work-in-progress (‘CWIP’) Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred. Capital work in progress includes cost of property, plant and equipment under installation / under construction, net of accumulated impairment loss, if any, as at the balance sheet date. 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 derecognised when replaced. All other repair and maintenance costs are recognised in profit or loss as incurred. The Group identifies and determines cost of each component/ part of the asset separately, if the component/ part has a cost which is significant to the total cost of the asset having useful life that is materially different from that of the remaining asset. These components are depreciated over their useful lives; the remaining asset is depreciated over the life of the principal asset. Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are classified as capital advances and cost of assets not ready for use at the balance sheet date are disclosed under capital work- in- progress. During the year ended March 31, 2023, the management of the Group performed an operational review of its property, plant and equipment and intangible assets which resulted in changes in expected usage of assets. Considering the trend of scale of operations of the Group, the management expects to derive future economic benefits from its property, plant and equipment evenly throughout the useful lives of the assets. Further, management of the Group expects to derive future economic benefits from Intangible asset – computer software evenly throughout the useful lives of the assets, in line with other blocks of intangible assets. Based on the above assessment, the depreciation / amortisation method is changed from written down value to straight line method. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets of the assets as prescribed under Part C of Schedule II of the Companies Act, 2013 except for certain items of building, plant and equipment and research and development equipments, wherein based on the management estimate, are depreciated over estimated useful lives which are different from the useful life prescribed in Schedule II to the 371Companies Act, 2013. Below are the details of estimated useful lives: Useful lives estimated by the management (in Sl. No. Block years) 1 Building – factory on leasehold land 30 2 Plant and machinery 5-15 3 Furnitures and fixtures 10 4 Office equipments 5 5 Electrical installations & fittings 10 6 Research and development equipments 5 7 Computer equipments 3 8 Vehicles 8 Leasehold improvements are depreciated over the period of lease or estimated useful life, whichever is lower, on straight-line basis. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. An item of property, plant and equipment and any significant part initially recognised is derecognised 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 Financial Information when the asset is derecognised. Investment properties Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the investment properties are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred. Though the Company measures investment properties using cost-based measurement, the fair value of investment properties are disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer applying a valuation model. Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Restated Financial Information in the period of derecognition. In determining the amount of consideration from the derecognition of investment properties the Company considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the buyer (if any). Transfers are made to (or from) investment properties only when there is a change in use. Transfers between investment property, owner-occupied property and inventories do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes. Other intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, is reflected in Restated Financial Information in the period in which the expenditure is incurred. Further, based on the assessment performed during the year ended March 31, 2023, as mentioned above, the 372amortisation method for computer software is changed from written down value method to straight line method. Intangible assets are amortised on a straight-line basis over the estimated useful life as follows: Computer software – 3 years PCR (polymerase chain reaction) related projects – 10 years Business intellectual property – 10 years Product development – 10 years Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period with the effect of any change in the estimate being accounted for on a prospective basis. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the Restated Financial Information unless such expenditure forms part of carrying value of another asset. An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon 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 Financial Information when the asset is derecognised. Research and development cost Research costs are expensed as incurred. The development expenditure incurred on an individual project is recognised as an intangible asset when the Group can demonstrate all the following: a. the technical feasibility of completing the intangible asset so that it will be available for use or sale. b. its intention to complete the intangible asset and use or sell it. c. its ability to use or sell the intangible asset. d. how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. e. the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset. f. its ability to measure reliably the expenditure attributable to the intangible asset during its development. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset until such time as the assets are substantially ready for the intended use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs. Leases The Group has lease contracts for office spaces. The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. 373Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accounting policies stated under ‘Impairment of non-financial assets’. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Short term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. Impairment of non-financial assets The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples and other available fair value indicators. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast 374calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the Group operates, or for the market in which the asset is used. Impairment losses of continuing operations, including impairment on inventories, are recognised in the Restated Financial Information. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase. Goodwill is tested for impairment annually as at the reporting date and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than it’s carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. The Group assesses whether climate risks, including physical risks and transition risks could have a significant impact. If so, these risks are included in the cash-flow forecasts in assessing value-in-use amounts. Provisions and contingent liabilities Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Restated Financial Information net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both incremental costs and an allocation of costs directly related to contract activities). Contingent liability is (a) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or 375(b) a present obligation arises from past events but that is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured with sufficient reliability. The Group does not recognise a contingent liability but discloses its existence and other disclosure in the Restated Financial Information, unless the possibility of any outflow in settlement is remote. Provisions and contingent liability are reviewed at each balance sheet. Warranty provisions The Group provides warranties for general repairs of defects that existed at the time of sale, as required by law. Provisions related to these assurance-type warranties are recognised when the product is sold, or the service is provided to the customer. Initial recognition is based on historical experience. The initial estimate of warranty- related costs is revised annually. Retirement and other employment benefits Retirement benefit in the form of provident fund and pension fund are defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund and pension fund. The Group recognises contribution payable to the provident fund and pension fund as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the reporting date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method using actuarial valuation to be carried out at each reporting date. Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Restated Financial Information with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods. Past service costs are recognised in Restated Financial Information on the earlier of: a) The date of the plan amendment or curtailment, and b) The date that the Group recognises related restructuring costs Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation as an expense in the Restated Financial Information: a. Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non- routine settlements; and b. Net interest expense or income. Accumulated leave, which is expected to be utilised within the next twelve months, is treated as short-term employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Group recognises expected cost of short-term employee benefit as an expense, when an employee renders the related service. The Group treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Actuarial gains/losses are immediately taken to the Consolidated Ind AS Statement of Profit and Loss and are not deferred. The obligations are presented as current liabilities in the Consolidated Ind AS Balance Sheet if the entity does not have an unconditional right to 376defer the settlement for at least twelve months after the reporting date. The Group presents the leave as a current liability in the Consolidated Ind AS Balance Sheet, to the extent it does not have an unconditional right to defer its settlement for twelve months after the reporting date. Financial instruments Initial recognition and measurement of financial instruments Financial assets and financial liabilities are recognised when the Group becomes a party to the contract embodying the related financial instruments. All financial assets, financial liabilities contracts are initially measured at transaction cost and where such values are different from the fair value, at fair value except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the Restated Financial Information. Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through profit or loss and fair value through other comprehensive income. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price as disclosed under Revenue recognition policy. In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and put option liability. Subsequent measurement of financial instruments For purposes of subsequent measurement: a. Financial assets are classified in below categories: - Financial assets at amortised cost - Financial assets at fair value through other comprehensive income with no recycling of cumulative gains and losses – Equity instruments - Financial assets at fair value through profit or loss (FVTPL) b. Financial liabilities are classified in two categories: - Financial liabilities at fair value through profit or loss - Financial liabilities at amortised cost (loans and borrowings) Effective interest method The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly 377discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period. Financial assets Financial assets at amortised cost A ‘financial asset’ is measured at the amortised cost if both the following conditions are met: a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method and are subject to impairment as per the accounting policy applicable to ‘Impairment of financial assets.’ Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. The Company’s financial assets at amortised cost includes trade receivables, cash and cash equivalents, other bank balances, investments, loans and other financial assets. Financial assets measured at fair value A ‘financial asset’ is classified as at the FVTOCI if both of the following criteria are met: a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and b) The asset’s contractual cash flows represent SPPI. Financial asset not measured at amortised cost or at fair value through other comprehensive income is carried at fair value through the Restated Financial Information. For financial assets maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments. Equity investments Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by- instrument basis. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit and loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss. Investment in preference shares / preferred stock of the associate companies are treated as equity instruments if the same are convertible into equity shares or are redeemable out of the proceeds of equity instruments issued for the purpose of redemption of such investments. Investment in preference shares / preferred stock not meeting the aforesaid conditions are classified as debt instruments at FVTPL. Accordingly, same are carried at cost less accumulated impairment losses, if any. Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an 378approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. For financial assets maturing within one year from the balance sheet date, the carrying amounts approximates fair value due to the short maturity of these instruments. De-recognition of financial assets The Group de-recognises a financial asset only when the contractual rights to the cash flows from the financial asset expire, or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the assets and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On de-recognition of a financial asset in its entirety, the difference between the carrying amount measured at the date of de-recognition and the consideration received is recognised in Restated Financial Information. Financial liabilities and equity instruments Classification as debt or equity Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions 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 the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Financial Liabilities at amortised cost Financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant. Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the Restated Financial Information. 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. Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. 379Put option liability The potential cash payments related to put options issued by the Group over the equity of subsidiary companies to non-controlling interests are accounted for as financial liabilities as per Ind AS 109. The amount that may become payable under the option on exercise is initially recognised at fair value under other financial liabilities with a corresponding charge directly to equity. All subsequent changes in the carrying amount of the financial liability that result from the remeasurement of the present value of the amount payable upon exercise of non-controlling interest are recognised in the profit or loss attributable to the parent. The entity recognises both the non-controlling interest and the financial liability under the NCI put. It continues to measure non-controlling interests at proportionate share of net assets. If the put option is exercised, the entity accounts for an increase in its ownership interest. At the same time, the entity derecognises the financial liability and recognises an offsetting credit in the same component of equity reduced on initial recognition. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity. De-recognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Restated Financial Information. Off-setting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the Restated Financial Information if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously. a. Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average formula, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of fixed production overheads based on normal operating capacity. Costs incurred in bringing each product to its present location and condition are accounted for as follows: a) Raw materials, consumables, stores, spares and packing materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. b) Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. c) Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Goods in transit is measured at the lower of actual cost and net realisable value. Provisions are made towards slow-moving and obsolete items based on historical experience of utilisation on a product category basis, which consideration of product lines and market conditions. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated cost necessary to make the sale. The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials, components and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis. 380Segment reporting Operating segments are identified as those components of the Group (a) that engage in business activities to earn revenues and incur expenses (including transactions with any of the Group's other components); (b) whose operating results are regularly reviewed by the Group’s Chief Operating Decision Maker (CODM) to make decisions about resource allocation and performance assessment and (c) for which discrete financial information is available. The accounting policies consistently used in the preparation of Restated Financial Information are also applied to record revenue and expenditure in individual segments. The Group is engaged in the business of manufacturing chip based diagnostic devices, chips and reagents, X-ray equipment's, single / dual detector solutions, etc. The Group is also engaged in the business of developing diagnostics devices and tests in the bio-sensing domain and licensing of technology / patents in order to generate revenue. Accordingly, the Group's activities and business is reviewed regularly by the chief operating decision maker from an overall business perspective, rather than reviewing its products/services as individual standalone components and therefore subject to the same risk and reward and accordingly falls within single business segment. Cash and cash equivalents Cash and cash equivalent in the Restated Financial Information comprise cash at banks and on hand and short- term deposits with an original maturity of three months or less that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. For the purpose of the Restated Financial Information, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts, as they are considered an integral part of the Group’s cash management. Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated. Foreign currencies The Restated Financial Information are presented in Indian Rupee (‘₹’), which is also the Group’s functional currency. Transactions in foreign currencies are initially recorded at functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses average rate if the average approximates the actual rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in Restated Financial Information. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). Corporate social responsibility (‘CSR’) expenditure The Group charges its CSR expenditure during the year to the Restated Financial Information. Earnings per share 381The Group presents basic and diluted Earnings per share for its ordinary shares. Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders of the Parent Company by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Parent Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all potential dilutive equity shares. Government and other grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is deducted in reporting the related expenses. When the grant relates to an asset, it is recognised by deducting the grant in arriving at the carrying amount of the asset, in which case the grant is recognised in profit or loss as a reduction of depreciation. Exceptional items Exceptional Items represents the nature of transactions which are not in recurring nature during the ordinary course of business and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group and lead to increase/ decrease in profit/ loss for the year. Climate – related matters The Group considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the Group due to both physical and transition risks. Even though the Group believes its business model and products will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions underpinning several items in the Restated Financial Information. Even though climate-related risks might not currently have a significant impact on measurement, the Group is closely monitoring relevant changes and developments, such as new climate-related legislation. CHANGES IN ACCOUNTING POLICIES There have been no changes in our accounting policies during Fiscals 2025, 2024 and 2023. PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE Income Our total income comprises our revenue from operations and other income. Revenue from operations Our revenue from operations comprises: (i) revenue from contracts with customers for the sale of products of finished goods and traded goods; and (ii) other operating revenue. Other income Our other income primarily comprises (i) interest income on bank deposits; (ii) duty drawback; (iii) gain on account of foreign exchange fluctuation (net); (iv) interest income on loan; (v) interest income on security deposits; (vi) interest income on income tax refund; (vii) gain on sale of assets; (viii) liabilities no longer required written back; and (ix) miscellaneous income. Expenses 382Our expenses comprise: (i) cost of raw material and components consumed; (ii) (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods; (iii) purchase of traded goods; (iv) employee benefit expenses; (v) depreciation and amortisation expenses; (vi) finance costs; and (vii) other expenses. Cost of raw material and components consumed Cost of raw material and components consumed comprises of inventory at the beginning of the year, purchases during the year, and inventory acquired through a business combination, excluding the inventory at the end of the year. (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods comprises the opening and closing balance of finished goods, work-in-progress and traded goods. Employee benefits expense Employee benefits expense comprises: (i) salaries, wages and bonus; (ii) gratuity expenses; (iii) contribution to provident and other funds; and (iv) staff welfare expenses. Depreciation and amortisation expenses Depreciation and amortisation expenses comprises: (i) depreciation of property, plant and equipment; (ii) amortisation of intangible assets; and (iii) depreciation of right-of-use assets. Finance costs Our finance costs comprise: (i) interest expenses; (ii) interest on lease liabilities; (iii) interest – others; and (iv) bank charges. Other expenses Our other expenses comprise: (i) royalty expenses; (ii) manpower cost; (iii) freight expenses; (iv) commission expenses; (v) travelling and conveyance; (vi) power and fuel; (vii) warranty expenses; (viii) advertising and sales promotion; (ix) legal and professional charges; (x) payment to auditor; (xi) rent; (xii) repairs and maintenance; (xiii) rates and taxes; (xiv) loss on account of foreign exchange fluctuation (net); (xv) impairment allowance/ provision for doubtful debts and advances; (xvi) bad debts / advances written off; (xvii) corporate social responsibility expenses; (xviii) loss on disposal of property, plant and equipment (net); (xix) patent search and renewal charges; (xx) intangible assets under development written off; (xxi) impairment on investments; (xxii) miscellaneous expenses. RESULTS OF OPERATIONS The following table sets forth certain information with respect to our results of operations for the years indicated: Particulars Fiscal 2025 2024 2023 (₹ million) Percentage of (₹ million) Percentage of (₹ million) Percentage of Total Income Total Income Total Income Income Revenue from operations 10,204.18 99.27% 8,365.61 99.51% 3,324.63 98.53% Other income 75.18 0.73% 40.98 0.49% 49.48 1.47% Total income 10,279.36 100.00% 8,406.59 100.00% 3,374.11 100.00% Expenses Cost of raw material and 4,347.71 42.30% 3,199.28 38.06% 1,853.28 54.93% components consumed (Increase) / decrease in inventories (224.67) (2.19)% 196.75 2.34% (430.31) (12.75)% of finished goods, work-in- progress and traded goods Purchase of traded goods 25.38 0.25% 8.20 0.10% 9.74 0.29% Employee benefit expenses 1,027.85 10.00% 638.92 7.60% 497.26 14.74% Depreciation and amortisation 445.53 4.33% 410.08 4.88% 317.22 9.40% expenses 383Particulars Fiscal 2025 2024 2023 (₹ million) Percentage of (₹ million) Percentage of (₹ million) Percentage of Total Income Total Income Total Income Finance costs 176.58 1.72% 144.46 1.72% 68.49 2.03% Other expenses 2,405.68 23.40% 1,980.65 23.56% 963.03 28.54% Total expenses 8,204.06 79.81% 6,578.34 78.25% 3,278.71 97.17% Restated profit before tax, share 2,075.30 20.19% 1,828.25 21.75% 95.40 2.83% of loss of associates and exceptional items Share of loss of associates, net of (19.70) (0.19)% (0.17) 0.00% - - tax Restated Profit before tax and 2,055.60 20.00% 1,828.08 21.75% 95.40 2.83% exceptional items Exceptional items 111.32 1.08% 531.69 6.32% - - Restated profit before tax 1,944.28 18.91% 1,296.39 15.42% 95.40 2.83% Tax expenses Current tax 759.58 7.39% 649.53 7.73% 69.54 2.06% Deferred tax (credit) / charge (204.13) (1.99)% (192.41) (2.29)% 59.34 1.76% Adjustment of tax relating to earlier 3.04 0.03% 3.85 0.05% 0.97 0.03% years Total tax expenses 558.49 5.43% 460.97 5.48% 129.85 3.85% Restated profit/ (loss) for the year 1,385.79 13.48% 835.42 9.94% (34.45) (1.02)% FISCAL 2025 COMPARED TO FISCAL 2024 Total income Our total income increased from ₹ 8,406.59 million in Fiscal 2024 to ₹ 10,279.36 million in Fiscal 2025, primarily due to increase in revenue from operations. Revenue from operations Our revenue from operations increased by 21.98% from ₹ 8,365.61 million in Fiscal 2024 to ₹ 10,204.18 million in Fiscal 2025, primarily due to increase in the revenue from contracts with customers - sale of products - finished goods from ₹ 8,152.38 million in Fiscal 2024 to ₹ 9,837.26 million in Fiscal 2025. This increase is on account of (a) an increase in revenue from sale of test kits from ₹ 5,525.45 million in Fiscal 2024 to ₹ 7,309.58 million in Fiscal 2025 and (b) an increase in revenue from sale of devices from ₹ 1,846.80 million in Fiscal 2024 to ₹ 2,029.58 million in Fiscal 2025. Other income Our other income increased by 83.46% from ₹ 40.98 million in Fiscal 2024 to ₹ 75.18 million in Fiscal 2025, primarily due to an increase in interest income on bank deposits from ₹ 11.96 million in Fiscal 2024 to ₹ 22.52 million in Fiscal 2025 on account of increase in fixed deposit balances, increase in duty drawback from ₹ 9.97 million in Fiscal 2024 to ₹ 22.01 million in Fiscal 2025 on account of increase in export sales, and increase in miscellaneous income from ₹ 3.06 million in Fiscal 2024 to ₹ 8.41 million in Fiscal 2025. Expenses Total expenses increased by 24.71% from ₹ 6,578.34 million in Fiscal 2024 to ₹ 8,204.06 million in Fiscal 2025, primarily due to an increase in cost of raw material and components consumed, (increase) / decrease in inventories of finished goods, work-in-progress and traded goods, purchase of traded goods, employee benefit expenses, finance costs and other expenses. Cost of raw material and components consumed Our cost of raw material and components consumed increased by 35.90% from ₹ 3,199.28 million in Fiscal 2024 to ₹ 4,347.71 million in Fiscal 2025, primarily due to increase in purchases from ₹ 3,245.90 million in Fiscal 2024 to ₹ 5,418.69 million in Fiscal 2025 on account of an increase in consumption of materials due to the increase in sales. 384(Increase) / decrease in inventories of finished goods, work-in-progress and traded goods Our (increase) / decrease in inventories of finished goods, work-in-progress and traded goods were ₹ 196.75 million in Fiscal 2024 compared to ₹ (224.67) million in Fiscal 2025, primarily due to an increase in closing stock of finished goods from ₹ 560.83 million in Fiscal 2024 to ₹ 851.56 million in Fiscal 2025. Purchase of traded goods Our purchase of traded goods increased from ₹ 8.20 million in Fiscal 2024 to ₹ 25.38 million in Fiscal 2025, primarily due to an increase in demand for traded goods such as truelux and flir54 from our customers. Employee benefit expenses Our employee benefit expenses increased by 60.87% from ₹ 638.92 million in Fiscal 2024 to ₹ 1,027.85 million in Fiscal 2025, primarily due to increase in salaries, wages and bonus from ₹ 594.19 million in Fiscal 2024 to ₹ 966.63 million in Fiscal 2025. This increase was primarily due to an increase in employees from 812 as of March 31, 2024 to 1,000 as of March 31, 2025, annual increment, and hiring of KMPs and SMPs. Depreciation and amortisation expenses Our depreciation and amortization expenses increased by 8.64% from ₹ 410.08 million in Fiscal 2024 to ₹ 445.53 million in Fiscal 2025, primarily due to our increased investments in property, plant and equipment and leases as we have expanded our business operations and continued investing in our manufacturing facilities. Finance costs Our finance costs increased by 22.23% from ₹ 144.46 million in Fiscal 2024 to ₹ 176.58 million in Fiscal 2025, primarily due to an increase in interest expenses from ₹ 115.98 million in Fiscal 2024 to ₹ 136.38 million in Fiscal 2025 due to increase in utilization of working capital. The sanction limits are increased from ₹ 2,335.50 million as of March 31, 2024, to ₹ 3,070.50 million as of March 31, 2025. Other expenses Our other expenses increased from ₹ 1,980.65 million in Fiscal 2024 to ₹ 2,405.68 million in Fiscal 2025, primarily due to an increase in: • manpower cost, which includes cost of contractual labour, from ₹ 238.12 million in Fiscal 2024 to ₹ 412.16 million in Fiscal 2025 on account of increase in production to cater increased sales; • commission expenses from ₹ 389.86 million in Fiscal 2024 to ₹ 648.53 million in Fiscal 2025 on account of increase in sales and related activities; • advertising and sales promotion from ₹ 56.73 million in Fiscal 2024 to ₹ 133.84 million in Fiscal 2025 on account of increased marketing activities, participation in exhibitions and other spends such as website development and branding; • legal and professional charges from ₹ 97.59 million in Fiscal 2024 to ₹ 122.47 million in Fiscal 2025 primarily on account of payment of fees for global approvals and overseas investment related consultancy; and • marketing consultancy charges, which includes cost of overseas consultants, has increased from ₹ 63.65 million in Fiscal 2024 to ₹ 87.29 million in Fiscal 2025 on account of increase in overseas consultants. Restated profit before tax, share of loss of an associate and exceptional items For the reasons discussed above, restated profit before tax, share of loss of an associate and exceptional items was ₹ 2,075.30 million in Fiscal 2025 compared to ₹ 1,828.25 million in Fiscal 2024. Exceptional items Exceptional items amounted to ₹ 111.32 million in Fiscal 2025. Exceptional items comprised (a) (Reversal) / provision for earnest money deposit of ₹ (11.80) million which has been reversed on account of recovery proceedings, (b) provision for inventories of ₹ 87.96 million, primarily consisting of excess COVID-19-related inventories and for certain products rendered obsolete by newer versions, and (c) intangible assets and intangible assets under development written off of ₹ 35.16 million with respect to one of the product (BeagleZ) developed in- 385house which we no longer expect it to generate sufficient future business. Restated profit before tax For the reasons discussed above, restated profit before tax was ₹ 1,296.39 million in Fiscal 2024 compared to profit before tax of ₹ 1,944.28 million in Fiscal 2025. Tax expenses Our tax expenses increased from ₹ 460.97 million in Fiscal 2024 to ₹ 558.49 million in Fiscal 2025. Current tax expense increased to ₹ 759.58 million in Fiscal 2025 from ₹ 649.53 million in Fiscal 2024, on account of increase in taxable income. Our deferred tax credit increase to ₹ 204.13 million in Fiscal 2025 from ₹ 192.41 million in Fiscal 2024 primarily on account of higher temporary differences on account of different treatment between the Income Tax Act, 1961, and Companies Act, 2013. Adjustment of tax relating to earlier years was ₹ 3.04 million in Fiscal 2025 compared to ₹ 3.85 million in Fiscal 2024. Restated profit/(loss) for the year Our restated profit for the year in Fiscal 2025 was ₹ 1,385.79 million compared to profit of ₹ 835.42 million in Fiscal 2024. FISCAL 2024 COMPARED TO FISCAL 2023 Total income Our total income increased from ₹ 3,374.11 million in Fiscal 2023 to ₹ 8,406.59 million in Fiscal 2024, primarily due to increase in revenue from operations. Revenue from operations Our revenue from operations increased by 151.63% from ₹ 3,324.63 million in Fiscal 2023 to ₹ 8,365.61 million in Fiscal 2024, primarily due to an increase in the revenue from contracts with customers - sale of products - finished goods from ₹ 3,218.50 million in Fiscal 2023 to ₹ 8,152.38 million in Fiscal 2024. This increase is on account of (a) an increase in revenue from sale of test kits from ₹ 1,785.29 million in Fiscal 2023 to ₹ 5,525.45 million in Fiscal 2024, (b) an increase in revenue from sale of devices from ₹ 1,366.07 million in Fiscal 2023 to ₹ 1,846.80 million in Fiscal 2024 and (c) increase in the revenues from X-Ray machines from ₹ 58.91 million in Fiscal 2023 to ₹ 769.97 million in Fiscal 2024 as in Fiscal 2023, Prognosys Medical Systems Private Limited was only consolidated for one month, but in Fiscal 2024, it was included for the entire fiscal. Other income Our other income decreased by 17.18% from ₹ 49.48 million in Fiscal 2023 to ₹ 40.98 million in Fiscal 2024, primarily due to a decrease in interest income on loan from ₹ 18.56 million in Fiscal 2023 to nil in Fiscal 2024 primarily on account of repayment of loan in Fiscal 2023 of ₹ 200.00 million given to a related party These are partially offset by increase in gain on foreign exchange fluctuation of ₹ nil in Fiscal 2023 to ₹ 8.23 million in Fiscal 2024. Expenses Total expenses increased by 100.64% from ₹ 3,278.71 million in Fiscal 2023 to ₹ 6,578.34 million in Fiscal 2024, primarily due to an increase in cost of raw material and components consumed, (increase) / decrease in inventories of finished goods, work-in-progress and traded goods, employee benefit expenses, depreciation and amortisation expenses, finance costs and other expenses. Cost of raw material and components consumed Our cost of raw material and components consumed increased by 72.63% from ₹ 1,853.28 million in Fiscal 2023 to ₹ 3,199.28 million in Fiscal 2024, primarily due to increase in purchase from ₹ 1,742.76 million in Fiscal 2023 to ₹ 3,245.90 million in Fiscal 2024 on account of an increase in consumption of materials due to the increase in sales. (Increase) / decrease in inventories of finished goods, work-in-progress and traded goods 386Our (increase) / decrease in inventories of finished goods, work-in-progress and traded goodswas ₹ 196.75 million in Fiscal 2024 compared to ₹ (430.31) million in Fiscal 2023, primarily due to a decrease in work-in-progress from ₹ 1,036.49 million in Fiscal 2023 to ₹ 894.88 million in Fiscal 2024 and a decrease in closing balance of finished goods from ₹ 812.00 million in Fiscal 2023 to ₹ 560.83 million in Fiscal 2024. Purchase of traded goods Our purchase of traded goods decreased by 15.81% from ₹ 9.74 million in Fiscal 2023 to ₹ 8.20 million in Fiscal 2024, primarily due to a decrease in demand for traded goods from our customers. Employee benefit expenses Our employee benefit expenses increased by 28.49% from ₹ 497.26 million in Fiscal 2023 to ₹ 638.92 million in Fiscal 2024, primarily due to an increase in salaries, wages and bonus from ₹ 464.53 million in Fiscal 2023 to ₹ 594.19 million in Fiscal 2024 on account of an annual increment and increase in the number of employees from 791 as of March 31, 2023 to 812 as of March 31, 2024. Depreciation and amortisation expenses Our depreciation and amortization expenses increased by 29.27% from ₹ 317.22 million in Fiscal 2023 to ₹ 410.08 million in Fiscal 2024, primarily due to an increase in depreciation of property, plant and equipment from ₹ 182.19 million in Fiscal 2023 to ₹ 218.88 million in Fiscal 2024 and amortisation of intangible assets from ₹ 103.85 million in Fiscal 2023 to ₹ 151.78 million in Fiscal 2024. Finance costs Our finance costs increased from ₹ 68.49 million in Fiscal 2023 to ₹ 144.46 million in Fiscal 2024, primarily due to an increase in interest expenses from ₹ 53.05 million in Fiscal 2023 to ₹ 115.98 million in Fiscal 2024 due to increase in sum of current borrowings and non-current borrowings from ₹ 1,084.38 million as of March 31, 2023 to ₹ 1,745.77 million as of March 31, 2024. Other expenses Our other expenses increased from ₹ 963.03 million in Fiscal 2023 to ₹ 1,980.65 million in Fiscal 2024, primarily due to an increase in: • manpower cost from ₹ 131.11 million in Fiscal 2023 to ₹ 238.12 million in Fiscal 2024 on account of increase in contractual labour consequent to increase in production; • commission expenses from ₹ 119.93 million in Fiscal 2023 to ₹ 389.86 million in Fiscal 2024 on account of increase in sales; • warranty expenses for products of our Company and our Subsidiaries, Prognosys Medical Systems Private Limited from ₹ 59.40 million in Fiscal 2023 to ₹ 134.63 million in Fiscal 2024 on account of increase in sales primarily in Prognosys Medical Systems Private Limited. Further, in Fiscal 2023 the warranty expenses for Prognosys Medical Systems Private Limited was only for one month compared to a full year in Fiscal 2024; • advertising and sales promotion from ₹ 46.30 million in Fiscal 2023 to ₹ 56.73 million in Fiscal 2024 on account of increased spending on advertisement and marketing; • marketing consultancy charges, which includes cost of overseas consultants, has increased from ₹ 41.41 million in Fiscal 2023 to ₹ 63.65 million in Fiscal 2024 on account of increase in overseas consultants; • legal and professional charges from ₹ 54.17 million in Fiscal 2023 to ₹ 97.59 million in Fiscal 2024 on account of payment of fees for global approvals; • impairment allowance / provision for doubtful debts and advances from ₹ 5.71 million in Fiscal 2023 to ₹ 339.58 million in Fiscal 2024 primarily on account of provisions made on long outstanding receivables for government customers to comply with ECL (Expected Credit Loss) as per Ind AS 109 principles; and • bad debts / advances written off from ₹ 1.41 million in Fiscal 2023 to ₹ 39.45 million in Fiscal 2024 primarily due to writing off old advances related to Prognosys Medical Systems Private Limited. In Fiscal 2023, Prognosys Medical Systems Private Limited was only consolidated for one month, but in Fiscal 2024, it was included for the entire fiscal, leading to a higher amount of bad debts being recorded. Restated profit before tax, share of loss of associates and exceptional items For the reasons discussed above, restated profit before tax , share of loss of associates and exceptional items was ₹ 3871,828.25 million in Fiscal 2024 compared to ₹ 95.40 million in Fiscal 2023. Exceptional items Exceptional items amounted to ₹ 531.69 million in Fiscal 2024. Exceptional items comprised (a) (reversal) / provision for earnest money deposit of ₹ 99.51 million on account of fraud at PMS, a subsidiary of the Company during Fiscal 2023, (b) provision for inventories of ₹ 168.59 million with respect to excess inventories pertaining to COVID-19 pandemic, (c) impairment on intangible assets acquired through asset acquisition of ₹ 198.28 million of our Subsidiary, Prognosys Health Care (India) Private Limited, following an internal assessment that determined these assets, including software and business intellectual property, were impaired, and (d) intangible assets and intangible assets under development written off of ₹ 65.31 million of Bigtec Private Limited. Restated profit before tax For the reasons discussed above, restated profit before tax was ₹ 1,296.39 million in Fiscal 2024 compared to profit before tax of ₹ 95.40 million in Fiscal 2023. Tax expenses Our tax expenses increased from ₹ 129.85 million in Fiscal 2023 to ₹ 460.97 million in Fiscal 2024. Current tax expense increased to ₹ 649.53 million in Fiscal 2024 from ₹ 69.54 million in Fiscal 2023, on account of increase in income. Our deferred tax charge was ₹ 59.34 million in Fiscal 2023 compared to a deferred tax credit of ₹ 192.41 million in Fiscal 2024. Adjustment of tax relating to earlier years increased from ₹ 0.97 million in Fiscal 2023 to ₹ 3.85 million in Fiscal 2024. Restated profit/(loss) for the year Our restated profit for the year in Fiscal 2024 was ₹ 835.42 million compared to loss of ₹ 34.45 million in Fiscal 2023. LIQUIDITY AND CAPITAL RESOURCES We have historically financed the expansion of our business and operations primarily through debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to finance our short term working capital requirements. CASH FLOWS The following table sets forth certain information relating to our cash flows in the years indicated: Particulars For the year ended March 31, 2025 2024 2023 (₹ in million) Net cash flow from operating activities 2,871.03 95.70 641.32 Net cash used in investing activities (1,226.53) (450.10) (397.32) Net cash (used in) / from financing activities (261.47) (315.53) 182.43 Net increase in cash and cash equivalents 1,383.03 (669.93) 426.43 Cash and cash equivalents at the end of the year 632.32 (750.71) (80.78) Operating Activities Fiscal 2025 Net cash flow from operating activities was ₹ 2,871.03 million in Fiscal 2025. While our restated profit before tax was ₹ 1,944.28 million, we had an operating profit before working capital changes of ₹ 2,851.05 million. This was primarily due to addition of depreciation and amortisation expenses of ₹ 445.53 million, impairment allowance / provision for doubtful debts and advances of ₹ 151.40 million, bad debts / advances written off of ₹ 4.56 million, provision for inventories of ₹ 132.93 million, (reversal) / provision for earnest money deposit of ₹ (11.80) million, intangible assets and intangible assets under development written off of ₹ 35.16 million, provision / liabilities no longer required, written back of ₹ (12.20) million, finance costs of ₹ 160.09 million and share of loss of associates, net of tax of ₹ 19.70 million. 388Our working capital adjustments primarily comprised increase in inventories of ₹ 1,340.62 million, decrease in trade receivables of ₹ 1,371.53 million, increase in non-current and current other financial and other assets of ₹ 577.70 million, increase in trade payables, non-current and current other financial, other liabilities and provisions of ₹ 1,365.43 million. Cash generated from operations was ₹ 3,669.69 million. Direct taxes paid (net of refund) was ₹ 798.66 million. Fiscal 2024 Net cash flow from operating activities was ₹ 95.70 million in Fiscal 2024. While our restated profit before tax was ₹ 1,296.39 million, we had an operating profit before working capital changes of ₹ 2,731.33 million. This was primarily due to addition of depreciation and amortisation expenses of ₹ 410.08 million, impairment allowance / provision for doubtful debts and advances of ₹ 339.58 million, bad debts / advances written off of ₹ 39.45 million, provision for inventories of ₹ 168.59 million, impairment on intangible assets acquired through asset acquisition of ₹ 198.28 million, (reversal) / provision for earnest money deposit of ₹ 99.51 million, intangible assets and intangible assets under development written off of ₹ 65.31 million, finance costs of ₹ 136.90 million and share of loss of associates, net of tax of ₹ 0.17 million. Our working capital adjustments primarily comprised decrease in inventories of ₹ 150.13 million, increase in trade receivables of ₹ 2,639.49 million, increase in non-current and current other financial and other assets of ₹ 32.62 million, increase in trade payables, non-current and current other financial, other liabilities and provisions of ₹ 321.00 million. Cash generated from operations was ₹ 530.35 million. Direct taxes paid (net of refund) was ₹ 434.65 million. Fiscal 2023 Net cash flow from operating activities was ₹ 641.32 million in Fiscal 2023. While our restated profit before tax was ₹ 95.40 million, we had an operating profit before working capital changes of ₹ 470.59 million. this was primarily due to addition of depreciation and amortisation expenses of ₹ 317.22 million, impairment allowance / provision for doubtful debts and advances of ₹ 5.71 million, bad debts / advances written off of ₹ 1.41 million, intangible assets and intangible assets under development written off of ₹ 9.78 million, interest income of ₹ 33.23 million and finance costs of ₹ 66.49 million. Our working capital adjustments primarily comprised increase in inventories of ₹ 319.79 million, decrease in trade receivables of ₹ 634.17 million, increase in non-current and current other financial and other assets of ₹ 115.77 million, and increase in trade payables, non-current and current other financial, other liabilities and provisions of ₹ 353.56 million. Cash generated from operations was ₹ 1,022.76 million. Direct taxes paid (net of refund) was ₹ 381.44 million. Investing Activities Fiscal 2025 Net cash used in investing activities was ₹ 1,226.53 million in Fiscal 2025, primarily on account of purchase of property, plant and equipment (including capital work-in-progress and capital advances) and intangible assets of ₹ 546.61 million, investment in associates of ₹ 415.52 million, investment in bank deposits (net) of ₹ 194.55 million and loans given to related parties of ₹ 93.28 million, which was partially offset by proceeds from interest income received of ₹ 22.88 million and proceeds from sale of property, plant and equipment of ₹ 0.55 million. Fiscal 2024 Net cash used in investing activities was ₹ 450.10 million in Fiscal 2024, primarily on account of purchase of property, plant and equipment (including capital work-in-progress and capital advances) and intangible assets of ₹ 161.10 million, purchase of freehold land / investment property of ₹ 329.69 million, consideration paid for asset acquisition [net of cash and cash equivalent acquired] of ₹ 102.58 million and loans given to others of ₹ 2.15 million, which was partially offset by proceeds from sale of investment property of ₹ 58.00 million, interest income received of ₹ 8.90 million and redemption in bank deposits (net) of ₹ 78.52 million. Fiscal 2023 Net cash used in investing activities was ₹ 397.32 million in Fiscal 2023, primarily on account of purchase of property, plant and equipment (including capital work-in-progress and capital advances) and intangible assets of ₹ 144.98 million, consideration paid for business combination [net of cash and cash equivalent acquired] of ₹ 390.29 389million, investment in bank deposits (net) of ₹ 23.00 million and investment in associates of ₹ 60.00 million, which was partially offset by proceeds from sale of property, plant and equipment of ₹ 0.25 million, interest income received of ₹ 13.36 million, loans repaid by the related parties of ₹ 200.00 million and loans repaid by others of ₹ 7.34 million. Financing Activities Fiscal 2025 Net cash used in financing activities was ₹ 261.47 million in Fiscal 2025 primarily on account of payment of principal portion of lease liabilities of ₹ 57.22 million, payment of interest portion of lease liabilities of ₹ 16.88 million, repayment of long-term borrowings of ₹ 109.16 million, and finance costs paid of ₹ 112.57 million. These were primarily offset on account of balance proceeds received against share warrants of ₹ 6.50 million, proceeds from short-term borrowings (net) of ₹ 0.38 million and proceeds from long-term borrowings of ₹ 27.48 million. Fiscal 2024 Net cash used in financing activities was ₹ 315.53 million in Fiscal 2024 primarily on account of payment of principal portion of lease liabilities of ₹ 35.91 million, payment of interest portion of lease liabilities of ₹ 8.63 million, repayment of long-term borrowings of ₹ 41.14 million, repayment from short-term borrowings (net) of ₹ 416.96 million and finance costs paid of ₹ 113.17 million. These were primarily offset on account of proceeds from termination of lease of ₹ 31.17 million and proceeds from long-term borrowings of ₹ 269.11 million. Fiscal 2023 Net cash from financing activities was ₹ 182.43 million in Fiscal 2023 primarily on account of proceeds from issue of equity shares (net of refund of surplus consideration) of ₹ 400.01 million and proceeds from long-term borrowings of ₹ 14.56 million. These were primarily offset on account of payment of principal portion of lease liabilities of ₹ 24.86 million, payment of interest portion of lease liabilities of ₹ 8.36 million, repayment of long- term borrowings of ₹ 15.25 million, repayment from short-term borrowings (net) of ₹ 149.64 million and finance costs paid of ₹ 34.03 million. CERTAIN AUDITOR OBSERVATIONS Emphasis of Matters • Our statutory auditor’s audit reports on the audited consolidated financial statements as of and for the years ended March 31, 2024 and March 31, 2023 included an emphasis of matter to indicate that Prognosys Medical Systems Private Limited (‘PMS’), our subsidiary, had suffered a fraud as regards misappropriation of earnest money deposits (‘EMD’) made by PMS. We had made a provision in full against the aforesaid deposit as at March 31, 2024 and certain provision against the aforesaid deposit as at March 31, 2023, and is taking legal recourse to recover the EMD. Modification for certain matters specified in the Report on Other Legal and Regulatory Requirements: • Our statutory auditor’s audit report on the audited consolidated financial statements as of and for of the year ended March 31, 2025 included modification for certain matters specified in the Report on Other Legal and Regulatory Requirements, which indicated that: a. The management of the Group is not in the possession of necessary information to determine whether, the backup of the books of accounts and other books and paper maintained in electronic mode for certain accounting softwares maintained by third-party software service providers is done on a daily basis or on servers physically located in India. b. Our Company and our one subsidiary have not enabled feature of recording audit trail (edit log) facility at the database level for certain accounting software applications. c. Our one subsidiary and one associate, incorporated in India, did not have a feature of recording audit trail (edit log) facility in the accounting softwares used by them and the same did not operate throughout the year for all relevant transactions recorded in the software. 390d. Instances of absence of necessary information for payroll software operated by third-party software service provider in one subsidiary whereby we were unable to assess whether audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with during the year or whether the audit trail has been preserved by our Company as per the statutory requirements for record retention. e. The audit trail of prior year has been preserved by our Company and its subsidiaries and associates, incorporated in India, as per the statutory requirements for record retention, to the extent it was enabled and recorded in the previous year. • Our statutory auditor’s audit report on the audited consolidated financial statements as of and for of the year ended March 31, 2024 included modification for certain matters specified in the Report on Other Legal and Regulatory Requirements, which indicated that: a. Backup of the books of accounts and other books and paper maintained in electronic mode of our Company and one subsidiary has not been maintained on servers physically located in India on daily basis. b. Our Company and one subsidiary did not have a feature of recording audit trail (edit log) facility for certain changes made, if any, using privileged/administrative access rights for certain accounting software applications. c. Our two subsidiaries and one associate did not had a feature of recording audit trail (edit log) facility in the accounting softwares used by them and the same did not operate throughout the year for all relevant transactions recorded in the software. d. Instances of absence of necessary information for accounting softwares operated by third-party software service providers in the Company and one subsidiary whereby we were unable to assess whether audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with. e. Funds have been invested by our Company in an associate which is an intermediary for further advancing to the Ultimate Beneficiaries. • Our statutory auditor’s audit report on the audited consolidated financial statements as of and for the year ended March 31, 2023 included modification for certain matters specified in the Report on Other Legal and Regulatory Requirements, which indicated that server is not physically located in India for the daily backup of the books of accounts and other books and paper maintained in electronic mode. CARO Observations • Our statutory auditor’s audit reports on the audited consolidated financial statements as of and for the year ended March 31, 2025 included, as an annexure, a statement on certain matters specified in the Companies (Auditors Report) Order, 2020, which was modified to indicate that: a. The records for property, plant and equipment of our Company and our subsidiary, Bigtec Private Limited, are maintained for group of similar assets and not for each individual asset. b. The quarterly statements filed by the Company with banks cannot be reconciled with the audited/ reviewed books of accounts of the Company as it does not have a process of preparing the financial statements on a quarterly basis. Further, in case of our subsidiary, Prognosys Medical System Private Limited, quarterly statements filed with banks are not in agreement with the books of account. c. Our Company has renewed existing loans granted to subsidiaries to settle the dues which had fallen due during the year. d. Our subsidiary, Bigtec Private Limited, had given advances in the nature of loan in earlier years which were prejudicial as such advances were interest free, overdue, not in compliance under section 185 of the Companies Act, 2013 and terms or period of repayment were not stipulated. The subsidiary has written off the advances during the year. 391e. Slight delays in few cases have been noted in the remittance of certain statutory dues in case of the Company and dues pertaining to Employees’ State Insurance were outstanding at the year end, for a period of more than six months from the date they became payable. f. Serious delays in large number of cases have been noted in the remittance of certain statutory dues in case of our subsidiary, Bigtec Private Limited, including dues pertaining to provident fund were outstanding at the year end, for a period of more than six months from the date they became payable. g. Statutory dues were not deposited on account of dispute by our Company and our subsidiary, Bigtec Private Limited. h. The Company has delayed in repayment of dues to the lenders. i. The Company has used funds raised on short-term basis for long-term purposes. j. Frauds on the Company and one subsidiary, Bigtec Private Limited, were noted. k. Cash loss was incurred in case of one subsidiary, Prognosys Medical System Private Limited. l. Material uncertainty exists in case of two subsidiaries, Prognosys Medical System Private Limited and Prognosys Healthcare (India) Private Limited, as regards its capability of meetings its liabilities existing as at the balance sheet date as and when they fall due within a period of one year from the balance sheet date. • Our statutory auditor’s audit reports on the audited consolidated financial statements as of and for the year ended March 31, 2024 included, as an annexure, a statement on certain matters specified in the Companies (Auditors Report) Order, 2020, which was modified to indicate that: a. The records for property, plant and equipment of our Company and our subsidiary, Bigtec Private Limited, are maintained for group of similar assets and not for each individual asset. b. Proper records showing full particulars of intangible assets has not been maintained by our subsidiary, Bigtec Private Limited c. Property, Plant and Equipment, investment property and right-of-use assets of our Company have not been physically verified by the management during the year. d. The quarterly statements filed by our Company with banks cannot be reconciled with the audited/ reviewed books of accounts of our Company as it does not have a process of preparing the financial statements on a quarterly basis. Further, in case of our subsidiary, Prognosys Medical System Private Limited, quarterly statements filed with banks are not in agreement with the books of account. e. Our Company has made a provision for diminution in value for investment made in subsidiaries during the year ended March 31, 2024 which is prejudicial to the Company’s interest. Further, our Company has renewed existing loans granted to subsidiaries to settle the dues which had fallen due during the year. f. Our subsidiary, Bigtec Private Limited, have given advances in the nature of loan which are prejudicial as such advances were interest free, were advanced without obtaining requisite approvals as required under section 185 of the Companies Act, 2013, were overdue and even terms or period of repayment were not stipulated. Further, Bigtec Private Limited did not take reasonable steps for recovery of the amounts overdue for more than ninety days and were provided during the previous years. g. Serious delays in large number of cases have been noted in the remittance of certain statutory dues in case of our Company and our subsidiary, Bigtec Private Limited. Further, in case of our subsidiary, Bigtec Private Limited, dues pertaining to provident fund were outstanding at the year end, for a period of more than six months from the date they became payable. h. Statutory dues were not deposited on account of dispute by our Company and our subsidiary, Bigtec Private Limited. i. Our Company has defaulted in repayment of dues to the lenders. j. Our Company and our subsidiary, Bigtec Private Limited, has used funds raised on short-term basis for long-term purposes. 392k. Frauds on our Company and two subsidiaries, Bigtec Private Limited and Prognosys Medical System Private Limited, were noted. l. Our Company does not have the internal audit system commensurate with the size and nature of the business of the Company. m. In case of ongoing and other than ongoing projects, our Company and our subsidiary, Bigtec Private Limited, has not transferred unspent amount in compliance with section 135 of the Act. n. Cash loss was incurred in case of our subsidiary, Prognosys Medical System Private Limited. o. Material uncertainty exists in case of our subsidiary, Prognosys Medical System Private Limited, as regards its capability of meetings its liabilities existing as at the balance sheet date as and when they fall due within a period of one year from the balance sheet date. • Our statutory auditor’s audit reports on the audited consolidated financial statements as of and for the year ended March 31, 2023 included, as an annexure, a statement on certain matters specified in the Companies (Auditors Report) Order, 2020, which was modified to indicate that: a. The records for property, plant and equipment of our Company and our subsidiary, Bigtec Private Limited, are maintained for group of similar assets and not for each individual asset. b. Proper records showing full particulars of intangible assets has not been maintained by our subsidiary, Bigtec Private Limited. c. The quarterly statements filed by our Company with banks cannot be reconciled with the audited/ reviewed books of accounts of our Company as it does not have a process of preparing the financial statements on a quarterly basis. Further, in case of our subsidiary, Prognosys Medical System Private Limited, quarterly statements filed with banks are not in agreement with the audited/unaudited books of account. d. Our Company has renewed existing loans granted to subsidiaries to settle the dues which had fallen due during the year. e. Our subsidiary, Bigtec Private Limited, have given advances in the nature of loan which are prejudicial as such advances were interest free, were advanced without obtaining requisite approvals as required under section 185 of the Act, were overdue and even terms or period of repayment were not stipulated. Further, Bigtec Private Limited did not take reasonable steps for recovery of the amounts overdue for more than ninety days and were provided. f. Our Company and our subsidiary, Bigtec Private Limited, has given loans to Companies in which the Director is interested and which are not in compliance with section 185 of the Act. g. Serious delays in large number of cases have been noted in the remittance of certain statutory dues in case of our Company and in case of our subsidiary, Bigtec Private Limited. Further, in case of our Company and our subsidiary, Bigtec Private Limited, certain statutory dues were outstanding at the year end, for a period of more than six months from the date they became payable. h. Statutory dues were not deposited on account of dispute by our Company and our subsidiary, Bigtec Private Limited. i. Our Company has defaulted in repayment of dues to lenders. j. Our Company and our subsidiary, Bigtec Private Limited, has used funds raised on short-term basis for long-term purposes. k. Fraud in our subsidiary, Prognosys Medical System Private Limited, were noted. l. Our Company does not have the internal audit system commensurate with the size and nature its business. m. In case of other than ongoing projects, our Company and our subsidiary, Bigtec Private Limited, has not transferred unspent amount in compliance with section 135 of the Act. n. Cash loss incurred in case of our subsidiary, Prognosys Medical System Private Limited. FINANCIAL INDEBTEDNESS Our Company and our Subsidiaries avail loans and financing facilities in the ordinary course of their business for, inter alia, meeting their working capital and other business requirements. As of July 31, 2025, our total outstanding borrowings (on a consolidated basis) amounted to ₹ 2,316.80 million. See also “Financial 393Indebtedness” on page 399. Contractual Obligations The following table shows a maturity analysis of the anticipated cash flows excluding interest obligations for the our financial liabilities on an undiscounted basis as of March 31, 2025, which may differ from both carrying value and fair value. Particulars Less than one One to five years More than 5 Total year years (₹ million) Borrowings 1,170.19 62.57 - 1,232.76 Lease liabilities 81.08 186.15 35.97 303.20 Trade payables 2,302.12 - - 2,302.12 Other financial liabilities 262.15 247.00 - 509.15 CONTINGENT LIABILITIES AND COMMITMENTS As of March 31, 2025, our contingent liabilities as per Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets” that have been derived from our Restated Financial Information, were as follows: (in ₹ million) S. No. Particulars As at March 31, 2025 1. Bank guarantees given by the Group 516.54 2. M atter relating to direct taxes under dispute 266.06 3. Matter relating to indirect taxes under dispute 323.52 1. Certain demands from the income tax authorities were set off against the brought forward business loss and depreciation of previous years which has not been disclosed above. 2. The amounts under disputes is as per the demands from the respective authorities for the respective years and has not been adjusted to include further interest, penalty leviable, if any, at the time of final outcome of the appeals. 3. The Supreme court of India in the month of February 2019 had passed a judgement relating to definition of wages under the Provident Fund Act, 1952. The Management is of the view that there are interpretative challenges on the application of the judgement retrospectively. In the absence of reliable measurement of the provision for earlier years, the Group has made a provision for provident fund contribution pursuant to the judgement only from the date of Supreme Court Order. The Group will evaluate its position and update its provision, if required, on receiving further clarity on the subject. The Group does not expect any material impact of the same.4. The Parent Company has received objections on certain trade mark applications on relative grounds of refusal under Section 11 of the Trade Mark Act, 1999 because the same/similar trade mark(s) is/are already on record of the register for the same or similar goods/services. The management of the Parent Company is in the process of filling necessary replies and is confident of the outcome of the aforementioned trade mark applications to be favourable and accordingly no adjustments have been made in the Restated Financial Information in this regard. 5. The subsidiary company, Bigtec Private Limited has obtained registration under The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952 and is regularising the delay in remittance with the authorities and do not expect any material financial impact in this regard and accordingly no adjustments have been made in the Restated Financial Information in this regard. 6. A survey under Section 133A of the Income-tax Act , 1961 (“IT Act”), was carried out at the premises of the Parent Company and a subsidiary of the Parent Company, Bigtec Private Limited, by the Income Tax authorities on March 11, 2024, followed by search closure visits on various dates during the year ended March 31, 2024 to check the compliance with the provisions of the IT Act. The income tax department has subsequently sought certain information / clarifications, which have been provided by being physically present in such meetings held. Management believes that the Parent Company has complied with all the applicable provisions of the IT Act with respect to its operations. Further, during the year ended March 31, 2024, the Parent Company has paid an amount of ₹ 37.50 Million in connection with the survey which has been classified under Non-current tax assets (net). For the AY 23-24, the department has made addition of ₹ 83.28 Million and has raised demand of ₹ 52.21 Million plus interest and penalty, as applicable, vide assessment order u/s 143(3) of the Act dated March 18, 2025. In response to the same, the Parent Company has made appeal to the Joint Commissioner (Appeals) and is confident of favourable outcome. For the AY 20- 21 to 22-23, the final demand notices has not been received by the Parent Company. 7. The Parent Company and Bigtec Private Limited, a subsidiary of the Parent Company, was not in compliance with the requirements of the Section 135 of the Companies Act, 2013 as at March 31, 2024 and March 31, 2023. During the year ended March 31, 2025, the Parent Company and Bigtec Private Limited, made suo-moto application with Registrar of Companies for intimation and adjudication of non compliance of Section 135 of the Companies Act,2013 for the financial years 2021-22, 2022- 23 and 2023-24 basis which an order for adjudication was passed by Registrar of Companies imposing penalty on such non- compliances, which was paid by the Parent Company and Bigtec Private Limited respectively during the year. 8. Bigtec Private Limited was not in compliance with the requirements of the Section 185 of the Companies Act, 2013 in the earlier years towards loans and advances granted by Bigtec Private Limited. Bigtec Private Limited has filed compounding application before Registrar of Companies, Karnataka for the non-compliance of section 185 of the Companies Act, 2013 and has made adequate provision for penalty amount during the year ended March 31, 2025. Subsequent to year end, interim order 394is passed by Regional Director, Hyderabad, Ministry of Corporate affairs based on which the Company has paid the penalty amount. 9. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections of the Code came into effect on May 03, 2023. However, the final rules / interpretation have not yet been issued. Based on a preliminary assessment, the Group believes the impact of the change will not be significant. For further information of our contingent liabilities as at March 31, 2025 as per Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets, see “Restated Financial Information – Note 35. Contingent Liabilities” on page 339. COMMITMENTS The following table sets forth our capital commitments for the years indicated: Particulars As of March 31, 2025 2024 2023 (₹ million) Estimated amount of contracts remaining to be executed on 146.69 107.31 9.90 capital account not provided for, net of advances OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements. CAPITAL EXPENDITURES The following table sets forth our capital expenditure comprising purchase of property, plant and equipment, intangible assets and intangible assets under development and capital work in progress, for the years indicated below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 (₹ in million) Freehold land 329.69 - - Building – factory on leasehold land 1.71 2.14 Plant and machinery 177.44 87.17 72.71 Furnitures and fixtures 13.90 2.38 6.39 Office equipments 6.18 2.03 - Research and development equipments 11.24 9.33 16.52 Electrical installations & fittings 2.14 0.39 3.97 Computer equipments 20.85 11.58 6.89 Vehicles 33.20 6.94 15.06 Leasehold improvements 0.10 - - Intangible Assets 5.26 6.27 80.95 Capital work-in-progress 257.48 15.83 - Total 857.48 143.63 204.63 RELATED PARTY TRANSACTIONS We enter into various transactions with related parties in the ordinary course of business. For further information relating to our related party transactions, see “Other Financial Information-Related Party Transactions” on page 359. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our principal financial liabilities comprises of loans and borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance our operations. Our principal financial assets include trade 395receivables, other financial assets and cash and bank balances derived from our operations. In the course of our business, we are exposed primarily to fluctuations in foreign currency exchange rates, interest rates, liquidity and credit risk, which may adversely impact the fair value of our financial instruments. We have a risk management policy which not only covers the foreign exchange risks but also other risks associated with the financial assets and liabilities such as interest rate risks and credit risks. The risk management policy is approved by the Board of Directors. The risk management framework aims to: • create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on our business plan; and • achieve greater predictability to earnings by determining the financial value of the expected earnings in advance. Market risk Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy. 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. Thus profits and cash flows from financing activities are dependent on market interest rates. Further, any decline in the credit rating of our Company will have an adverse impact on the interest rates. We have interest-bearing assets in the form of cash and cash equivalents (current deposits). Thus profits and cash flows from investment activities are dependent on market interest rates. We do not earn any interest on balances with banks in current accounts and its daily operating accounts for transactions. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to our operating and financing activities. Our exposure to foreign currency changes for currencies other than USD and EUR is not material. Credit risk Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereof principally consist of loan receivables, trade receivables, cash and cash equivalents, bank balances and other financial assets of our Company. The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was ₹ 4,493.87 million, ₹ 4,828.88 million and ₹ 2,540.85 million as of March 31, 2025, March 31, 2024 and March 31, 2023, respectively, being the total carrying value of investments (other than investment in associate), loans receivables from related parties, trade receivables, cash and cash equivalents, bank balances and other financial assets of our Company. Customer credit risk is managed based on our established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on an individual basis for major customers. We do not hold collateral as security. With respect to trade receivables, we have constituted the terms to review the receivables on periodic basis and to take necessary mitigations, wherever required. We create allowance for unsecured receivables based on historical credit loss experience and is adjusted for forward looking information. The allowance of trade receivables is based on the ageing of the receivables that are due. 396Credit risk from balances with bank and financial institutions and in respect to loans and security deposits is managed by our treasury department in accordance with our policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments. Liquidity risk Liquidity risk refers to the risk that we cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. We have obtained fund based working capital limits from a bank. We invest our surplus funds in bank fixed deposit, which carry no or low market risk. We monitor our risk of shortage of funds on a regular basis. Our objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, etc. We assessed the concentration of risk with respect to refinancing our debt and concluded it to be medium. UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS 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 subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in “—Significant Factors affecting our Results of Operations and Financial Condition” and the uncertainties described in “Risk Factors” on pages 361 and 44, respectively. Except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our revenues or income. SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATION Other than as described in “Our Business” on page 186, to the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations. NEW PRODUCTS OR BUSINESS SEGMENTS Except as disclosed in “Our Business” on page 186, and products that we announce in the ordinary course of business, we have not announced and do not expect to announce in the near future any new products or business segments. FUTURE RELATIONSHIP BETWEEN COST AND INCOME Other than as described elsewhere in the sections “Risk Factors”, “Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” on pages 44, 186 and 361, respectively, to our knowledge, there are no known factors that will have a material adverse impact on our operations and financial condition. SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS OR SUPPLIERS We derive a significant portion of our revenues from our top 10 customers. For details, see “Risk Factors – We derive a significant portion of our revenue from our top 10 customers. Our revenue from the top 10 customers was 83.62%, 78.54% and 66.07% of our revenue from contracts with customers - sale of products - finished goods in Fiscals 2025, 2024 and 2023, respectively. The loss of any of these customers or a decline in demand for our products from them could have an adverse effect on our business, financial condition, results of operations and cash flows.” on page 46. We depend on a few suppliers for the supply of our raw materials. For details, see “Risk Factors – We depend on a few suppliers for the supply of some of our raw materials (our purchase of raw materials from top 10 suppliers accounted for 58.21%, 58.52% and 76.34% of purchases of raw materials and components consumed in Fiscal 2025, 2024 and 2023, respectively) and any disruption in the supply or increase in the prices of raw materials could adversely affect our business, financial condition, results of operations and cash flows.” on 397page 52. COMPETITIVE CONDITIONS The molecular diagnostic industry is competitive and is characterized by extensive R&D and rapid technological changes. (Source: 1Lattice Report) We face competition primarily from centralized laboratories and companies offering diagnostic solutions. For further details, see “Our Business – Competition” on page 208. SEASONALITY/CYCLICALITY OF BUSINESS Our business is not seasonal or cyclical, however, our results of operations can fluctuate based on factors such as disease outbreaks, which are unpredictable and impact sales volumes. Sudden outbreaks of infectious diseases can lead to a surge in demand for diagnostic tests, while periods of low disease prevalence can result in decreased testing volumes. Historically, we experienced that a greater share of our sales was made in the second half of the fiscal year, as government tenders were issued more heavily during that period. Also, see “Risk Factors - Our sales cycle and sales demand are variable, which makes it difficult for us to forecast our business, results of operations, financial condition and cash flows.” on page 48. SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS Other than as disclosed below, no circumstances have arisen since March 31, 2025 that could 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 12 months. (i) Pursuant to the approval of the Board of Directors and shareholders, our Company has proposed to undertake an initial public offering of equity shares. (ii) Pursuant to the approval of the Board of Directors and shareholders, our Company has approved the bonus issue of 90,207,800 equity shares of face value of ₹ 1 each. The same has been allotted, and accordingly disclosure in Earnings per share (EPS) has been updated in Restated Financial Information. 398FINANCIAL INDEBTEDNESS Our Company and our Subsidiaries avail loans and financing facilities in the ordinary course of their business for, inter alia, meeting their working capital and other business requirements. For details of the borrowing powers of our Board, see “Our Management – Borrowing Powers” on page 231. We have obtained the necessary consents required under the relevant financing documentation for undertaking the activities in relation to the Offer, including, inter alia, effecting a change in our capital structure, shareholding pattern, constitutional documents and in the composition of our Board. As of July 31, 2025, our outstanding borrowings (on a consolidated basis) aggregated to ₹ 2,316.80 million. The details of the indebtedness of our Company (on a consolidated basis) as on July 31, 2025, are provided below: (in ₹ million) Outstanding amount as Category of borrowing Sanctioned Amount on July 31, 2025 Secured 3,254.99 1,903.82 Term loan 450.00 119.91 Vehicle Loan 48.56 25.17 Working capital facilities - Fund based* 2,400.00 1,758.74 - Non-fund based** 356.43 - Unsecured 520.50 412.98 Loans repayable on Demand 470.50 412.98 Working capital facilities - - - Derivatives 50.00 - Total 3,775.49 2,316.80 As certified by B.B. & Associates, Chartered Accountants, pursuant to certificate dated August 22, 2025. *₹ 1,600 million of fund-based facility is sublimit and interchangeable with non-fund based facilities. ** Includes non fund-based facility amounting to USD 0.05 million which has been converted using an exchange rate ₹ 86.37 per USD as on the date of issuance of facility i.e. March 21, 2025. Principal terms of the borrowings availed by our Company and our Subsidiaries: The details provided below are indicative and there may be additional terms, conditions and requirements under the various financing documentation executed by our Company and our Subsidiaries in relation to our indebtedness. 1. Interest: The applicable rate of interest for the various facilities in India availed by us are typically linked to benchmark rates, such as the marginal cost of lending rate (MCLR), long term lending rate (LTLR) or external benchmark lending rate (EBLR) over a specific period of time and spread per annum, and are subject to mutual discussions with the relevant lenders of our Company and our Subsidiaries, as applicable. In most of our facilities, a spread per annum is charged above these benchmark rates, and the spread ranges between 0.15% to 2.80% per annum. 2. Tenor and repayment: The tenor of certain working capital facilities availed by us ranges from a period of 90 days to 180 days, whereas the term loan facility availed by our Company has a tenor of 36 months. Certain facilities availed by our Company are typically repayable on demand or on the due date or on the conditions as may be agreed between us and the respective lenders. 3. Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for non- compliance of certain obligations by us. These include, inter alia, breach of financial covenants, delay in security creation / perfection, non-submission of annual financial statements and stock statements, etc. The terms of certain borrowings availed by us prescribe a penalty interest rate that ranges from 2.00% to 8.00% per annum over and above the applicable interest rate depending on the event of default or as may be mutually agreed between our Company and the respective lenders. 4. Pre-payment penalty: Our borrowings typically have pre-payment provisions which allow for pre- payment of the outstanding amount at any given point in time, subject to the conditions specified in the borrowing arrangements. Certain loans availed by the Company are subject to a pre-payment penalty of 4.00% on the amount prepaid, while certain other loans attract a penalty of 5.00% of the principal 399outstanding plus applicable taxes till 24 months, subject to the terms and conditions of the respective loan documents. 5. Security: Our borrowings are typically secured, inter alia, by way of exclusive charge on collateral of investment property, intangible assets (both current and future), first ranking pari passu charge on immovable property, pledge of current assets (both current and future), plant and machinery excluding vehicles (both current & future). The credit facilities availed by our Subsidiaries are secured by guarantees issued by our Company in favour of the lenders. 6. Key Covenants: The financing arrangements entered into by us entail various restrictive conditions and covenants restricting certain corporate actions, and we are required to take the prior approval of the lenders before carrying out such activities. For instance, certain corporate actions for which we require the prior written consent of the lenders include: (a) effecting any change in our shareholding pattern or capital structure. (b) change in name or trade name or making any amendments to the constitutional documents of our Company. (c) effecting any change in the ownership, control or management of our Company. (d) undertaking any expansion / modernisation / diversification or any merger, de-merger, consolidation, reorganisation, scheme of arrangement or compromise. (e) effecting any change in the senior management or key managerial personnel. (f) availing any fund raising or debt or investing any funds by way of deposits, or loans or in share capital of any other concerns. (g) prepayment of outstanding principal amount of the loan. (h) opening of current accounts with banks outside the Company’s present banking arrangement amongst others. 7. Events of default: The borrowing facilities availed by us contain certain standard events of default, including: (a) default in payment / repayment of interest or instalment amount on relevant due dates. (b) non-compliance of financial covenants. (c) any default under any other facility from any bank or financial institution. (d) any change of ownership, constitution, control and/or management of the Company or change in shareholding of the promoters without the prior consent of the lenders. (e) breach of security arrangements. (f) change in business model. (g) supply of misleading information by the Company. (h) occurrence of a material adverse effect (as defined in the relevant financing document). (i) initiation of insolvency, bankruptcy, winding-up or liquidation proceedings of the Company. 8. Consequences of occurrence of events of default: In terms of our borrowing arrangements, due to the occurrence of events of default, our lenders may: (a) terminate the facility or declare any or all amounts outstanding in respect of facility due and immediately payable. (b) enforce security or change any of the terms of sanction or cause the winding up or liquidation of our Company. (c) impose penal interest on the principal amount. (d) appoint a nominee director to the board or require the board to be re-constituted with qualified or experienced persons and appoint whole time directors to the board of our Company. (e) convert whole or outstanding part of the debt under the facility into equity capital of our Company. (f) suspend withdrawals under the facility. The above is an indicative list and there may be additional consequences of an event of default under the various borrowing arrangements entered into by us. For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings, 400see “Risk Factors – Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business, results of operations and cash flows.” on page 60. 401SECTION VII – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS Except as stated below, there are no outstanding (i) criminal proceedings; (ii) actions by statutory and regulatory authorities; (iii) claims for any direct or indirect tax liabilities; or (iv) proceedings (other than proceedings covered under (i) to (ii) above) which have been determined to be material pursuant to the Materiality Policy (as disclosed herein below), involving our Company, Subsidiaries, Directors or Promoters (the “Relevant Parties”). In relation to (iv) above, our Board in its meeting held on August 19, 2025 has considered and adopted a policy of materiality for identification of material litigation / arbitration (“Materiality Policy”). In terms of the Materiality Policy, the following shall be considered ‘material’ for the purposes of disclosure in this Draft Red Herring Prospectus: (i) the monetary amount of claim / dispute, to the extent quantifiable, in any such pending proceeding involving the Relevant Parties is equivalent to or in excess of (a) two percent of turnover based on the Restated Financial Information for Fiscal 2025; or (b) two percent of net worth based on the Restated Financial Information as at March 31, 2025; or (c) five percent of the average of absolute value of profit or loss after tax, for the last three Fiscals based on the Restated Financial Information of our Company, whichever is lower (“Materiality Threshold”); or (ii) Any pending litigation / arbitration proceedings involving the Relevant Parties wherein a monetary liability is not quantifiable, or which does not fulfil the Materiality Threshold, but the outcome of which could, nonetheless, have a material adverse effect on the business, operations, performance, prospects, financial position or reputation of the Company; or (iii) Any pending civil litigation / arbitration proceedings involving the Relevant Parties wherein the decision in one litigation is likely to affect the decision in similar litigations, such that the cumulative amount involved exceeds the Materiality Threshold even though the amount involved in an individual litigation may not exceed the Materiality Threshold. Further, any tax litigation which involves a claim amount greater than the Materiality Threshold, will also be disclosed individually. 2% of turnover, based on the Restated Financial Information for Fiscal 2025 is ₹ 204.08 million, 2% of net worth, based on the Restated Financial Information as at March 31, 2025 is ₹ 190.59 million and 5% of the average of absolute value of profit or loss after tax, based on the Restated Financial Information for the last three Fiscals is ₹ 37.59 million. Accordingly, ₹ 37.59 million has been considered as the Materiality Threshold. Further, except as disclosed in this section, there are no (i) disciplinary actions (including penalty) imposed against any of our Promoters by SEBI or any stock exchange in the five Fiscals preceding the date of this Draft Red Herring Prospectus; or (ii) pending litigation involving any Group Companies which may have a material impact on our Company; or (iii) criminal proceedings involving our Key Managerial Personnel and Senior Management; or (iv) actions by statutory and / or regulatory authorities against our Key Managerial Personnel and Senior Management. For the purposes of the above, pre-litigation notices received by any of the Relevant Parties from third parties (excluding those notices issued by statutory / regulatory / governmental / judicial / tax authorities or first information report) have not and shall not, unless otherwise decided by our Board, be considered material until such time that the respective Relevant Party is impleaded as a party in litigation before any judicial forum. All terms defined in a particular litigation disclosure below are for that particular litigation only. Further, our Board, in its meeting held on August 19, 2025 has approved that a creditor of our Company shall be considered ‘material’ if the amount due to such creditor exceeds five percent of the trade payables of our Company as of the end of the most recent financial period covered in the Restated Financial Information. The consolidated trade payables of our Company as on March 31, 2025, were ₹ 2,302.12 million. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor exceeds ₹ 115.11 million as on March 31, 2025. For outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will 402be based on information available with the Company regarding the status of the creditor(s) as defined under Micro, Small and Medium Enterprises Development Act, 2006, as amended, read with the rules and notifications thereunder. Unless stated to the contrary, the information provided below is as on the date of this Draft Red Herring Prospectus. Litigation proceedings involving our Company (a) Criminal proceedings Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving our Company: 1. Our Company filed (i) an online cyber complaint dated July 10, 2024 with the National Cyber Crime Reporting Portal; and (ii) a complaint dated July 10, 2024, with the Department of Cyber Crime, Raibandar, Panaji, Goa (“DCC, Goa”), in relation to payments made by our Company aggregating to an amount of approximately ₹ 2.02 million, pursuant to a fake purchase order received on account of a fraudulent call made to our Company impersonating the Central Police Canteen CISF Unit Kalina Camp, Mumbai, Maharashtra. The matter is currently pending for investigation. 2. Our Company filed a complaint dated July 24, 2024 (“Complaint”), at the Cyber Crime Branch, Raibandar, Goa, in relation to a payment of service commission made by our Company amounting to $28,699.00 (amounting to ₹ 2.41 million at an exchange rate of 84.00 as on June 20, 2024, being the date of the payment) in response to a fraudulent sales invoice dated June 7, 2024, raised by an individual who misrepresented himself as a manager of HJ Pharma SARL, one of the distributors of our Company based in Democratic Republic of the Congo. The matter is currently pending for investigation. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Company. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct and indirect taxes involving our Company: Approximate amount in dispute (in ₹ S. No. Nature of Proceedings Number of cases million)* 1 Direct 6 53.15 2 Indirect 7 350.22 Total 13 403.37 *To the extent quantifiable and to the extent that demands have been raised by the relevant authorities. Set forth hereunder is a description of tax matters which involve an amount exceeding the Materiality Threshold: 1. The Office of the Assistant Commissioner of Income Tax, Central Circle, Panaji (“Assistant Commissioner”) issued a show cause notice dated December 17, 2024, to our Company pursuant to an income tax survey for AY 2023-24, alleging that certain transactions classified as expenses under the books of account were bogus in nature. Our Company through a letter dated January 8, 2025, responded to the show cause notice inter alia stating that the aforesaid expenses were incurred pursuant to royalty payments and payment of professional fees for services provided to our Company by certain third-party entities. Subsequently, the Assistant Commissioner issued a notice of demand dated March 18, 2025, and two notices each dated March 19, 2025 (collectively, the “Notices”), to our Company. The Notices alleged that our Company maintained a false entry under its books of account for AY 2023-24 and directed our Company, inter alia, (i) to pay tax amounting to ₹ 52.21 million (“Demand Amount”); and (ii) to show cause as to why additional penalty should not be imposed on our Company. Our Company filed a rectification application dated April 4, 2025, with the Principal Commissioner of 403Income Tax, Central, Panaji (“Principal Commissioner”) requesting that the Demand Amount of ₹ 52.21 million be reduced to ₹ 37.10 million on the grounds that the Assistant Commissioner (i) failed to consider an amount of ₹ 12.50 million paid by our Company as regular tax; and (ii) erred in calculation of applicable interest. Further, our Company filed an appeal dated April 7, 2025, before the Commissioner of Income Tax (Appeals) on the ground, inter alia, that the assessing officer did not consider the ledger accounts and other documentary evidence presented by our Company. Additionally, our Company through a letter dated April 15, 2025, requested the Principal Commissioner to grant a stay on the Demand Amount, pending adjudication of the appeal, on the grounds that our Company has paid an amount of ₹ 7.42 million towards the Demand Amount, and filed an appeal. The matter is currently pending. 2. The Additional Commissioner of Central Goods and Service Tax, Audit II Committee, Pune issued a show cause notice dated February 23, 2024 (“SCN”), to our Company pursuant to a GST audit for the period July 2017 to March 2021. The SCN alleged that our Company was liable to pay tax amounting to ₹ 60.11 million along with additional interest and penalty for non-reversal of input tax credit on amount written off for shortage in stock materials and non-payment of GST on (i) import of service; (ii) free supply of medical kits; and (iii) clearance of medical kits for demo. Our Company through a letter dated May 31, 2024, responded to the SCN requesting that proceedings not be initiated against our Company inter alia on the grounds that (i) the GST demanded on import of service is on account of a transaction carried out by the Company in the nature of intermediary services and such transaction does not qualify as import of service; (ii) the free supply of medical kits was provided due to the capping of price of medical kits during COVID by the Government; and (iii) the medical kits were sent only to sales representatives of the Company for demo and not sold to any customers. Additionally, our Company agreed to discharge the liability on non-reversal of input tax credit. The Office of the Commissioner of Central Goods and Service Tax, Goa through its order dated July 22, 2024 (“Order”), held our Company liable for payment of GST for an amount of ₹ 60.11 million along with a penalty of ₹ 60.11 million and additional interest, out of which our Company has already paid an amount of ₹ 4.79 million. Aggrieved by the Order, our Company filed an appeal dated October 23, 2024, before the Commissionerate of GST and Customs, Goa (Appeal) (“Commissionerate of GST and Customs”) for setting aside the Order and granting a personal hearing. The Commissionerate of GST and Customs through an order dated June 9, 2025, rejected the appeal. Our Company is in the process of filing a further appeal. 3. The Office of the Assistant Commissioner of Central GST-Circle VII, CGST Pune-II, Audit Commissionerate issued an intimation of audit observations (“Audit Observation”) to our Company pursuant to an audit of our books of account for the period April 2021 to March 2023, demanding payment of GST amounting to ₹ 179.26 million for (i) non-payment of GST on second-hand car sale, (ii) delay in filing of GSTR-1 late fees for Fiscals 2022 and 2023, (iii) interest on delay in payment of GST returns for Fiscals 2022 and 2023, (iv) non-payment of interest on GST returns filed for Fiscals 2022 and 2023, (v) supply of taxable goods without payment of GST, (vi) non-reversal of input tax credit on taxable goods supplied as free samples to customers, (vii) non-reversal of input tax credit on trade payables, (viii) non-payment of GST on account of excess taxable turnovers declared in GSTR-1 returns compared to GSTR-3B returns, and (ix) non-payment of GST on account of excess taxable sales declared in sales registers compared to GST taxable sales paid as per GSTR-3B returns. Our Company through letters dated February 21, 2025, February 28, 2025, and April 29, 2025, responded to the Audit Observation stating that the Company has already discharged certain liabilities towards the outstanding demand amount and requested that the balance demand amount be set aside on the grounds that, inter alia, (i) our Company has not provided any taxable goods as free supplies to its customers since such goods are used by Company’s authorized personnels only, (ii) non-payment of GST on account of excess taxable turnovers declared in GSTR-1 returns compared to GSTR-3B returns is on account of amendments to invoices, and (iii) supply of taxable goods without payment of GST is on account of composite supply of medical kits provided by Company to its clients. The matter is currently pending. (d) Other material proceedings As on the date of this Draft Red Herring Prospectus, there are no other proceedings involving our Company, which have been considered material by our Company in accordance with the Materiality Policy. 404Litigation proceedings involving our Directors (a) Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving any of our Directors. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Directors. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct or indirect taxes involving our Directors: Approximate amount in dispute (in ₹ S. No. Nature of Proceedings Number of cases million)* 1 Direct 1 46.03 2 Indirect Nil Nil Total 1 46.03 *To the extent quantifiable. Set forth hereunder is a description of the tax matter which involves an amount exceeding the Materiality Threshold: The Office of the Assistant Commissioner of Income Tax, Income Tax Department through its assessment order dated December 26, 2018 (“Assessment Order”) assessed the total income of Sriram Natarajan (“Assessee”), Promoter, Executive Director and Chief Executive Officer of our Company for AY 2016-2017 and disallowed short term capital loss of ₹ 189.39 million and expenditure on transfer of capital asset amounting to ₹ 8.35 million. Pursuant to the Assessment Order, a demand of ₹ 57.54 million along with additional interest and penalty, if applicable, was raised against the Assessee out of which the Assessee paid ₹ 11.51 million for grant of a stay on the demand. Subsequently, the Assessee filed an appeal dated January 14, 2019, before the Commissioner of Income Tax (Appeals), Panaji, Goa against the Assessment Order for deletion of disallowance of short-term capital loss of ₹ 189.39 million and deletion of disallowance of expenditure on transfer of capital asset of ₹ 8.35 million. The matter is currently pending before the Commissioner of Income Tax (Appeals), National Faceless Assessment Centre. (d) Other material proceedings As on the date of this Draft Red Herring Prospectus, there are no other proceedings involving any of our Directors, which have been considered material by our Company in accordance with the Materiality Policy. Litigation proceedings involving our Promoters (a) Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving any of our Promoters. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Promoters. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct or indirect taxes involving our Promoters: 405Approximate amount in dispute (in ₹ S. No. Nature of Proceedings Number of cases million)* 1 Direct 1 46.03 2 Indirect Nil Nil Total 1 46.03 *To the extent quantifiable. For details of the material tax matter involving our Promoter, Sriram Natarajan, see “– Litigation proceedings involving our Directors – Claims related to direct and indirect taxes” on page 405. (d) Other material proceedings As on the date of this Draft Red Herring Prospectus, there are no other proceedings involving any of our Promoters, which have been considered material by our Company in accordance with the Materiality Policy. (e) Disciplinary action taken including penalty imposed against our Promoters in the five Fiscals preceding the date of this Draft Red Herring Prospectus by SEBI or any stock exchange No disciplinary action, including any penalty has been taken or imposed against our Promoters in the five Fiscals preceding the date of this Draft Red Herring Prospectus either by SEBI or any stock exchange. Litigation proceedings involving our Key Managerial Personnel and Senior Management (a) Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving any of our Key Managerial Personnel and Senior Management. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against any of our Key Managerial Personnel and Senior Management. Litigation proceedings involving our Subsidiaries (a) Criminal proceedings Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending criminal proceedings involving our Subsidiaries: 1. Bigtec Private Limited (“Bigtec”) filed a complaint dated April 17, 2024 at the Magadi Road Police Station, Bengaluru (“Magadi Police Station”), against AMR Farm Fresh Private Limited, Manzoor Ali A, Best Pharma and Surgicals Private Limited, Samynathan Sivakumar and Vineeth G, in his capacity as the former employee of Bigtec (collectively, the “Accused”), alleging offences punishable under the provisions of the IPC and Information Technology Act, on the grounds that Vineeth G engaged in fraudulent financial transactions by authorising payments for fake and inflated purchase orders amounting to ₹ 7.66 million without any actual supply of materials, allegedly causing a wrongful loss of approximately ₹ 6.09 million to Bigtec. Subsequently, the Magadi Police Station registered an FIR dated April 17, 2024, against the Accused. The matter is currently pending. 2. Prognosys Medical Systems Private Limited (“Prognosys Medical”) filed a complaint and an FIR, each dated August 1, 2022, at the Electronics Complex Police Station, Bidhannagar Police Commissionerate, Kolkata (“Electronic Complex Police Station”), against Budhaditya Chattopadhyay, Swaroop Ghosh and the branch and account relationship manager of DBS Bank India Limited (collectively, the “Accused”), alleging offences punishable under the provisions of the IPC, on the grounds that the Accused misappropriated funds amounting to approximately ₹ 261.50 million (“Total Misappropriated Funds”) from Prognosys Medical by forging the official logo of the Department of Health & Family Welfare, Government of West Bengal and creating multiple fake tender documents and a bank account for receipt of bid amounts pursuant to such fake tenders. 406Subsequently, Prognosys Medical filed two complaints, each dated February 28, 2023, before the Metropolitan Magistrate Court, Bengaluru against Budhaditya Chattopadhyay under the Negotiable Instruments Act, 1881, alleging dishonour of cheque amounting to ₹ 36.81 million, purportedly issued by him as part-payment towards discharging his liability against the Total Misappropriated Funds. These complaints are currently pending adjudication. Prognosys Medical filed a petition dated September 26, 2024, before the Additional Chief Judicial Magistrate, Bidhannagar (“ACJM”), seeking credit of ₹ 61.80 million (“Seized Amount”) from the Total Misappropriated Funds that had been seized from the Accused by the investigating officer at the Electronic Complex Police Station. Pursuant to an order dated September 26, 2024, the ACJM directed the credit of approximately ₹ 11.80 million from the Seized Amount to Prognosys Medical. Subsequently, Prognosys Medical filed another petition dated December 27, 2024, before the ACJM seeking credit of the remaining Seized Amount of ₹ 50.00 million. The petition is currently pending adjudication before the ACJM. The Directorate of Enforcement, Ministry of Finance, Government of India (the “ED”) issued summons dated March 7, 2023, to the director of Prognosys Medical directing submission of certain documents including, amongst others, bank account statement reflecting payments made to the Accused, copy of balance sheet of Prognosys Medical and copies of the emails and communications with the Accused. Our Company has submitted a response dated June 15, 2022, to the ED, which included a letter from Budhaditya Chattopadhyay confirming that certain land was recovered from him by Prognosys Medical. (b) Actions by statutory or regulatory authorities As on the date of this Draft Red Herring Prospectus, there are no pending actions initiated by statutory or regulatory authorities against our Subsidiaries. (c) Claims related to direct and indirect taxes Except as disclosed below, as on the date of this Draft Red Herring Prospectus, there are no pending claims related to direct or indirect taxes involving our Subsidiaries: Approximate amount in S. No. Nature of Proceedings Number of cases dispute (in ₹ million)* 1 Direct 5 166.70 2 Indirect 4 23.86 Total 9 190.56 *To the extent quantifiable and to the extent that demands have been raised by the relevant authorities. Set forth hereunder is a description of the tax matter which involves an amount exceeding the Materiality Threshold: The Office of the Assistant Commissioner of Income Tax issued a demand notice dated June 11, 2025 (“Demand Notice”), to Bigtec Private Limited (“Bigtec”) directing Bigtec to pay tax amounting to ₹ 153.81 million for AY 2021-22 under section 154 of the Income Tax Act. Bigtec through a letter dated June 23, 2025 (“Response”), responded to the Demand Notice stating that the aforesaid demand (i) is erroneous since Bigtec is exempted from minimum alternate tax provisions; and (ii) is in connection with a suo moto rectification application dated January 10, 2024, filed by Bigtec pursuant to an earlier demand amount of ₹ 164.50 million raised erroneously against Bigtec. Further, the Response also stated that the rectification application arose from an erroneous order dated August 23, 2023, issued by the Centralized Processing Centre of the Income Tax Department, wherein a demand amount of ₹ 164.50 million was raised on the basis income tax filed for AY 2020-21. This demand amount was subsequently adjusted against a refund amount of ₹ 10.69 million, giving rise to the tax payable as directed by the Demand Notice. The matter is currently pending. (d) Other material proceedings As on the date of this Draft Red Herring Prospectus, there are no proceedings involving our Subsidiaries, which have been considered material by our Company in accordance with the Materiality Policy. Litigation proceedings involving our Group Companies 407As on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving any Group Companies which will have a material impact on our Company. Outstanding dues to small scale undertakings, material creditors, and any other creditors As of March 31, 2025, our Company had 689 creditors, and the aggregate outstanding dues to these creditors by our Company are ₹ 2,128.40 million. In terms of the Materiality Policy, such creditors are considered ‘material’ to whom the amount due exceeds five percent of the trade payables of our Company as on March 31, 2025. The details of our outstanding dues to the ‘material’ creditors of our Company, MSMEs, and other creditors, on a consolidated basis, as on March 31, 2025, are as follows: Particulars Number of creditors Amount due (in ₹ million)# Micro, small or medium enterprises 205 205.71 ‘Material’ creditors 4 1,093.25 Other creditors 480 829.44 *As certified by B.B. & Associates, Chartered Accountants, pursuant to their certificate dated August 22, 2025. #This excludes an amount of ₹ 231.26 million in relation to provision for expenses and an amount of ₹ 1.56 million in relation to employee related payables. For complete details of outstanding overdues to material creditors, see https://www.molbiodiagnostics.com/investors. It is clarified that such details available on our Company’s website do not form a part of this Draft Red Herring Prospectus. Anyone placing reliance on any other source of information including our Company’s website would be doing so at their own risk. Material Developments Except as stated in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant developments after March 31, 2025 that may affect our future results of operations” on page 398, there have not arisen, since the date of the last Restated Financial Information disclosed in this Draft Red Herring Prospectus, any circumstances which materially and adversely affect or are likely to affect our trading or profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months. 408GOVERNMENT AND OTHER APPROVALS Set out below is an indicative list of licenses, approvals, registrations, and permits obtained by our Company and our Material Subsidiaries which are considered material and necessary for the purpose of undertaking its business activities, and operations (“Material Approvals”). Except as disclosed herein, we have obtained all material consents, licenses, registrations, permissions and approvals from various governmental, statutory and regulatory authorities, which are considered material and necessary for undertaking the current business activities and operations of our Company and our Material Subsidiaries. Except as disclosed below, no further material approvals are required for carrying on the present business operations of our Company and our Material Subsidiaries. In the event any of the approvals and licenses that are required for our business operations expire in the ordinary course, we make applications for their renewal from time to time. For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and Policies” on page 210. For incorporation details of our Company, see “History and Certain Corporate Matters” beginning on page 215. Pursuant to the conversion of our Company into a public limited company and the consequent change in name of our Company, our Company is in the process of changing our name as it appears on various approvals and licenses. For Offer related approvals obtained by our Company, see “Other Regulatory and Statutory Disclosures” on page 417. For details of the risk associated with a delay in obtaining, or not obtaining, the requisite material approvals, see “Risk Factors – Our operations are subject to extensive government regulation and if we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, results of operations and cash flows may be adversely affected.” on page 50. I. Material approvals in relation to our business and operations Tax related approvals (i) Our Company a) Permanent account number and tax deduction account number issued by the Income Tax Department, Government of India under the Income Tax Act. b) Goods and services tax registrations, issued by the Government of India under the Centre Goods and Services Act, 2017, in the states of Bihar, Maharashtra, Tamil Nadu, Uttar Pradesh, Karnataka, Andhra Pradesh and Goa. (ii) Bigtec a) Permanent account number and tax deduction account number, issued by the Income Tax Department, Government of India under the Income Tax Act. b) Goods and services tax registration, issued by the Government of India under the Karnataka Goods and Services Tax Act, 2017, in the state of Karnataka. (iii) Prognosys Medical a) Permanent account number and tax deduction account number, issued by the Income Tax Department, Government of India under the Income Tax Act. b) Goods and services tax registration, issued by the Government of India under the Centre Goods and Services Tax Act, 2017, in the state of Karnataka. Business related approvals (i) Our Company a) No objection certificate from (i) fire safety by the Directorate of Fire & Emergency Services, Government of Goa for Goa Unit I and Goa Unit II; and (ii) fire prevention wing by the Greater 409Visakhapatnam Municipal Corporation, Visakhapatnam for the Visakhapatnam Unit. b) Consent to operate and authorisation for manufacture of diagnostic kits & reagents under the Water (Prevention & Control of Pollution) Act, 1974, the Air (Prevention & Control of Pollution) Act, 1981 and the Hazardous and other Wastes (Management and Transboundary Movement) amended Rules, 2018 by the Goa State Pollution Control Board for Goa Unit I. c) Consent to operate and authorisation for manufacture of in-vitro diagnostic kits and reagents, issued under the Air (Prevention & Control of Pollution) Act, 1981 and the Hazardous and other Wastes (Management and Transboundary Movement) as amended Rules, 2018 by the Goa State Pollution Control Board for Goa Unit II. d) Consent to operate and authorisation for manufacture of cartridge matrix paper sheets under Water (Prevention & Control of Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) Act by the Karnataka State Pollution Control Board for Bangalore Unit. e) Permission to install DG Set issued under the Electricity Act, 2003 by the Office of the Executive Engineer, Electricity Department for Goa Unit I. f) Authorization for operating a facility for generation, collection, reception, treatment, storage, transport and disposal of bio-medical wastes, issued under the Environment (Protection) Act, 1986 by the Goa State Pollution Control Board for Goa Unit I and Goa Unit II. g) Approvals for energisation of high voltage / medium voltage equipment, issued under the Indian Electricity Rules, 1956 by the Office of the State Electrical Inspectorate, Government of Goa for Goa Unit I, Goa Unit II and QC Unit. h) Licence to sell, stock or exhibit or offer for sale, or distribute by certain specified wholesale drugs by Directorate of food and drugs administration, Government of Goa for Warehouse Units. (ii) Bigtec a) Consent for operation - combined consent for discharge of effluents issued under the Water (Prevention and Control of Pollution) Act, 1974 and emission under the Air (Prevention and Control of Pollution) Act, 1981 by the Karnataka State Pollution Control Board for R&D Unit. b) Authorisation by State Pollution Control Board to the occupiers, recyclers, reprocessors, reusers, user and operator of disposal facilities issued under the Hazardous and other Wastes (Management and Transboundary Movement) Rules, 2016 for R&D Unit. c) Registration with the Department of Scientific & Industrial Research issued by the Ministry of Science and Technology, Government of India for R&D Unit. (iii) Prognosys Medical a) Consent for operation - combined consent for discharge of effluents issued under the Water (Prevention and Control of Pollution) Act, 1974 and emission under the Air (Prevention and Control of Pollution) Act, 1981 by the Karnataka State Pollution Control Board for PMS Unit. b) Type approval for the manufacture of medical diagnostic x-ray equipment under the Atomic Energy Act, 1962 and the rules thereunder, issued by the Atomic Energy Regulatory Board, wherever applicable for PMS Unit. Labour / employment related approvals (i) Our Company a) License to work a factory issued under the Factories Act, 1948 by (i) the Chief Inspector of Factories and Boilers, Inspectorate of Factories and Boilers, Government of Goa for Goa Unit I and Goa Unit II; (ii) the Inspector of Factories, Visakhapatnam-II for Visakhapatnam Unit; and (iii) the Factories, Boilers, 410Industrial Safety and Inheritance Department, Government of Karnataka for Bangalore Unit. b) Certificate of registration issued by the Employee State Insurance Corporation under the Employees State Insurance Act, 1948 for Goa Unit I, Goa Unit II and Visakhapatnam Unit. c) Certificate of registration of establishment issued under the Goa, Daman and Diu Shops and Establishment Rules, 1975 by the Labour Inspector, Office of the Deputy Labour Commissioner, Margao for QC Unit. d) Certificate of registration issued by the Office of the Registering Officer, Government of Goa under the Contract Labour (Regulation & Abolition) Act, 1970 for our Company. e) Occupancy certificate issued by the Goa Industrial Development Corporation for Goa Unit I and Goa Unit II. (ii) Bigtec a) Certificate of registration issued under the Karnataka Shops and Commercial Establishments Act. 1961 by the Senior Labour Inspector, Department of Labour, Government of Karnataka for R&D Unit. (iii) Prognosys Medical a) License to work in a factory issued under the Factories Act, 1948 issued by the Factories, Boilers, Industrial Safety and Health Department, Government of Karnataka for PMS Unit. b) Certificate of registration issued by the Employee State Insurance Corporation under the Employees State Insurance Act, 1948 for PMS Unit. c) Certificate of registration issued by the Employees’ Provident Fund Organization, Sub-Regional Office, Mysore Road under the Employees Provident Fund and Miscellaneous Provisions Act, 1952 for PMS Unit. Foreign trade related approvals a) Certificate of importer-exporter code issued by the Ministry of Commerce and Industry, Government of India issued to our Company and each of our Material Subsidiaries. Licenses under the Medical Devices Rules, 2017 In addition to the material approvals set out above, our Company and Prognosys Medical are required to obtain registrations in respect of its various products and its corresponding components / parts that we manufacture, under the Medical Devices Rules, 2017. In this regard, our Company and Prognosys Medical have obtained: a) license to ‘manufacture for sale’ as required under Rules 20 and 21 of the Medical Devices Rules, 2017 for its products (and its components / parts manufactured by us) being sold by us, b) license to ‘manufacture for the purpose of evaluation’ as required under Rule 31 of the Medical Devices Rules, 2017 for the products (and its components / parts manufactured by us) that are proposed to be sold by us, and that are currently in the process of being tested, c) license to ‘import medical devices’ as required under Rule 36 of the Medical Devices Rules, 2017 for certain components of our products that are being imported by us, and d) license to ‘conduct clinical performance evaluation of new in vitro diagnostic medical device’ for a certain product being developed by our Company as required under Rule 59 of the Medical Devices Rules, 2017. II. Material approvals applied for, including renewal applications, but not received Under the Medical Devices Rules, 2017, our Company has made (i) four applications for the license to ‘manufacture for sale’ for certain of our products (and its corresponding components / parts manufactured by us) that are proposed to be sold by us, (ii) nine applications for the license to ‘manufacture for the purpose of 411evaluation’ for certain of our products (and its components / parts manufactured by us) that we intend to test prior to manufacturing it for sale, and (iii) one application for the license to ‘conduct clinical performance evaluation of new in vitro diagnostic medical device’ for certain products that are proposed to be evaluated by the Company prior to manufacturing it for sale. The details of these applications are set out below: S. No. Description of license Issuing Authority Reference number Date of application applied for 1. Licence to manufacture The Central Drugs Standard MFG/IVD/2025/157538 June 12, 2025 for sale or for distribution Control Organisation of Class A or Class B devices (Form MD-3) 2. Licence to manufacture The Central Drugs Standard MFG/IVD/2022/55739 February 24, 2022 for sale or for distribution Control Organisation of Class C or Class D devices (Form MD-7) 3. Licence to manufacture The Central Drugs Standard MFG/IVD/2022/59260 May 17, 2022 for sale or for distribution Control Organisation of Class C or Class D devices (Form MD-7) 4. Licence to manufacture The Central Drugs Standard MFG/IVD/2023/74680 January 27, 2023 for sale or for distribution Control Organisation of Class C or Class D devices (Form MD-7) 5. License to manufacture The Central Drugs Standard SW/IVD/MD- September 2, 2024 medical devices for Control Organisation 12/2024/00000586 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 6. License to manufacture The Central Drugs Standard SW6690399154- September 2, 2024 medical devices for Control Organisation M018_D002_A124- purpose of clinical 1725270771657 investigations, test, evaluation, examination, demonstration or training (Form MD-12) 7. License to manufacture The Central Drugs Standard SW/IVD/MD- October 11, 2024 medical devices for Control Organisation 12/2024/00000751 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 8. License to manufacture The Central Drugs Standard SW/IVD/MD- December 27, 2024 medical devices for Control Organisation 12/2024/00000938 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 9. License to manufacture The Central Drugs Standard SW/IVD/MD- February 8, 2025 medical devices for Control Organisation 12/2025/000001096 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 10. License to manufacture The Central Drugs Standard SW/IVD/MD- February 8, 2025 medical devices for Control Organisation 12/2025/000001388 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 11. License to manufacture The Central Drugs Standard SW/IVD/MD- February 8, 2025 412S. No. Description of license Issuing Authority Reference number Date of application applied for medical devices for Control Organisation 12/2025/000001099 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 12. License to manufacture The Central Drugs Standard SW/IVD/MD- May 21, 2025 medical devices for Control Organisation 12/2025/000001093 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 13. License to manufacture The Central Drugs Standard SW/IVD/MD- June 17, 2025 medical devices for Control Organisation 12/2025/000001478 purpose of clinical investigations, test, evaluation, examination, demonstration or training (Form MD-12) 14. Permission to conduct The Central Drugs Standard CI/IVD/2022/61222 June 2, 2022 clinical performance Control Organisation evaluation of new in vitro diagnostic medical device (Form MD-24) III. Material approvals expired and renewals yet to be applied for As on the date of this Draft Red Herring Prospectus, there are no material approvals which have expired and for which renewal applications are yet to be made by our Company or Material Subsidiaries. IV. Material approvals required but not obtained or applied for As on the date of this Draft Red Herring Prospectus, there are no material approvals which are required but which have not been obtained or for which applications are yet to be made by our Company or Material Subsidiaries. V. Intellectual property As on the date of this Draft Red Herring Prospectus, our Company and Material Subsidiaries have registered 16 patents, 29 trademarks, 7 designs and 3 copyrights in India, and 187 patents in foreign jurisdictions including the United States of America, China and Singapore. These include trademark registrations in respect of certain of our key brands and logos, such as “ ”, “ ”, and “ ”. Further, we have applied for (but not yet obtained) 9 patents and 4 designs in India, and 15 patents in foreign jurisdictions including Nepal, Egypt and Cambodia. Also see “Risk Factors – If we are unable to patent new processes and protect our proprietary information or other intellectual property, our business may be adversely affected.” on page 55 respectively. 413SECTION VIII - GROUP COMPANIES In accordance with the SEBI ICDR Regulations and the applicable accounting standards, for the purpose of identification of ‘group companies’, our Company has considered (i) such companies (other than the subsidiaries, and the promoters) with which there were related party transactions during the period for which the Restated Financial Information has been disclosed in this Draft Red Herring Prospectus, as covered under the applicable accounting standards (i.e., Ind AS 24); and (ii) any other companies which are considered material by our Board. Accordingly, all such companies (other than our corporate Promoter) with which our Company had related party transactions as covered under the relevant accounting standard (i.e., Ind AS 24), based on the Restated Financial Information, have been considered as Group Companies in terms of the SEBI ICDR Regulations. In respect of point (ii) above, our Board, in its meeting held on August 19, 2025, has considered and adopted a policy of materiality for the identification of companies that shall be considered material and disclosed as a ‘group company’ in this Draft Red Herring Prospectus. In terms of such materiality policy, if a company (a) is a member of the Promoter Group; and (b) with which there were transactions in the most recent financial period covered in the Restated Financial Information disclosed in this Draft Red Herring Prospectus, which individually or in the aggregate exceeds 10% of the consolidated total income of the Company for such period, it shall be considered material and disclosed as a ‘group company’. Based on the parameters set out above, the following have been identified as Group Companies: Neither our Company nor any of the BRLMs or the Selling Shareholders nor any of the Company’s or BRLMs’ respective directors, employees, affiliates, associates, advisors, agents or representatives have verified the information referenced below, which is available on the website(s) indicated below. Our Company has provided links to such website(s) solely to comply with the requirements specified under the SEBI ICDR Regulations, and this information does not constitute (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. Further, the information provided on the websites should not be relied upon or used as a basis for any investment decision. 1. OptraScan Inc. 2. OptraScan India Private Limited 3. Chayagraphics Healthcare Private Limited 4. Chayagraphics (India) Private Limited 5. Coreintegra Global Services Private Limited 6. Inventrom Private Limited 7. Gayathri Photon Aqua Private Limited Details of our top five Group Companies: The details of our top five Group Companies, determined based on their turnover in Fiscal 2024, are set out below: 1. OptraScan Inc. Registered office address The registered office of OptraScan Inc. is situated at 1798 Technology Drive, Street 210, San Jose, California 95110. Financial information In accordance with the SEBI ICDR Regulations, certain financial information of OptraScan Inc. with respect to (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share (basic); (v) earnings per share (diluted); and (vi) net asset value, for Fiscals 2025, 2024, and 2023, is available on the website of our Company at https://www.molbiodiagnostics.com/investors. This financial information is based on the audited financial statements of OptraScan Inc. for Fiscals 2025 and 2024, and the unaudited management accounts of OptraScan Inc., for Fiscal 2023 (since there is no legal requirement in the United 414States of America, where OptraScan Inc. is incorporated, for its financial statements to be audited, its financial statements for Fiscal 2023 were not audited). 2. OptraScan India Private Limited Registered office address The registered office of Optrascan India Private Limited is situated at Office Number 401, 4th Floor Pramila Laxman Complex Sadhu Vaswani Road, Pune Maharastra 411001. Financial information In accordance with the SEBI ICDR Regulations, certain financial information of Optrascan India Private Limited with respect to (i) reserves (excluding revaluation reserve); (ii) revenue from operations ; (iii) profit after tax; (iv) earnings per share (basic); (v) earnings per share (diluted); and (vi) net asset value, for Fiscals 2025, 2024, and 2023, based on their audited financial statements is available on the website of our Company at https://www.molbiodiagnostics.com/investors. 3. Chayagraphics Healthcare Private Limited Registered office address The registered office of Chayagraphics Healthcare Private Limited is situated at No. 249, Ground Floor, Front Building 4th Main Road, Chamrajpet, Bangalore - 560 018, Karnataka, India. Financial information In accordance with the SEBI ICDR Regulations, certain financial information of Chayagraphics Healthcare Private Limited with respect to (i) reserves (excluding revaluation reserve); (ii) revenue from operations; (iii) profit after tax; (iv) earnings per share (basic); (v) earnings per share (diluted); and (vi) net asset value, for Fiscals 2025, 2024 and 2023, based on their audited financial statements is available on its website at https://www.chayagraphics.com/investor-relations. 4. Chayagraphics (India) Private Limited Registered office address The registered office of Chayagraphics (India) Private Limited is situated No. 249, 1st Floor, Front Building 4th Main Road, Chamrajpet, Bangalore- 560 018, Karnataka, India. Financial information In accordance with the SEBI ICDR Regulations, certain financial information of Chayagraphics (India) Private Limited with respect to (i) reserves (excluding revaluation reserve); (ii) revenue from operations; (iii) profit after tax; (iv) earnings per share; (v) earnings per share; and (vi) net asset value, for Fiscals 2025, 2024 and 2023, based on audited financial statements is available on the website of our Company at https://www.molbiodiagnostics.com/investors. 5. Coreintegra Global Services Private Limited Registered office address The registered office of Coreintegra Global Services Private Limited is situated at Vinmar House, MIDC, A- 41 MIDC Road No 2, Andheri (East), Mumbai City, Mumbai 400 093, Maharashtra, India. Financial information In accordance with the SEBI ICDR Regulations, certain financial information of Coreintegra Global Services Private Limited with respect to (i) reserves (excluding revaluation reserve); (ii) revenue from operations; (iii) profit after tax; (iv) earnings per share (basic); (v) earnings per share (diluted); and (vi) net asset value, for 415Fiscals 2025, 2024, and 2023 based on audited financial statements is available on the website of our Company at https://www.molbiodiagnostics.com/investors. Details of other Group Companies 1. Inventrom Private Limited The registered office of Inventrom Private Limited is situated at Gurupushpa Plot 14, Bamonbhat Post, St. Cruz, North Goa Merces 403 005. 2. Gayathri Photon Aqua Private Limited The registered office of Gayathri Photon Aqua Private Limited is situated at Flat No. 801, HRC Ananya, Judicial Layout, Bangalore, GKVK Post 560 065, Karnataka, India. Common pursuits among Group Companies There are no common pursuits among any of our Group Companies and our Company. Nature and extent of interest of our Group Companies a. Interest in the promotion of our Company None of our Group Companies have any interest in the promotion of our Company. b. Interest in the property acquired or proposed to be acquired by the Company None of our Group Companies are interested, directly or indirectly, in the properties acquired by our Company in the preceding three years or proposed to be acquired by our Company. c. Interest in transactions for acquisition of land, construction of building, or supply of machinery None of our Group Companies are interested, directly or indirectly, in any transactions for acquisition of land, construction of building, supply of machinery, with our Company. Related business transactions and their significance on the financial performance of our Company Other than the transactions disclosed in the section “Other Financial Information – Related Party Transactions” on page 359, there are no related business transactions between the Group Companies and our Company. Business interest of our Group Companies in our Company Except as disclosed in the section “Other Financial Information – Related Party Transactions” on page 359, our Group Companies have no business interests in our Company. Other confirmations The equity shares of our Group Companies are not listed on any stock exchange. 416SECTION IX - OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer The Offer has been authorized by a resolution of our Board dated August 13, 2025, and the Fresh Issue has been authorised by a special resolution of our Shareholders dated August 14, 2025. The Board has approved this Draft Red Herring Prospectus pursuant to their resolution dated August 22, 2025. Each of the Selling Shareholders has, severally and not jointly, approved the sale of their respective portion of the Offered Shares in the Offer for Sale, as set out below: S. Name of the Selling Number of Offered Shares Date of Selling Date of corporate No. Shareholder Shareholder’s authorisation by the consent letter Selling Shareholder 1. Exx ora Trading LLP Up to 1,691,000 Equity Shares of face August 22, 2025 August 18, 2025 value of ₹ 1 each, aggregating up to ₹ [●] million 2. Dr. C handrasekhar Up to 1,221,000 Equity Shares of face August 22, 2025 NA Bhaskaran Nair(1) value of ₹ 1 each, aggregating up to ₹ [●] million 3. Abdu l Qadir Mohamed Up to 48,000 Equity Shares of face August 22, 2025 NA Theruvath value of ₹ 1 each, aggregating up to ₹ [●] million 4. Chew bacca Services Limited Up to 193,000 Equity Shares of face August 22, 2025 August 22, 2025 value of ₹ 1 each, aggregating up to ₹ [●] million 5. J. Gur u Dutt(2) Up to 902,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 6. Gopa lkrishna Mangalore Up to 1,125,000 Equity Shares of face August 22, 2025 NA Kini value of ₹ 1 each, aggregating up to ₹ [●] million 7. Gopa lakrishna Sampathgiri(3) Up to 902,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 8. India Business Excellence Up to 1,691,000 Equity Shares of face August 21, 2025 July 21, 2025 Fund III value of ₹ 1 each, aggregating up to ₹ [●] million 9. M Ga nesh Kamath Up to 17,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 10. M.A. Rohit Up to 248,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 11. M.A. Sharath Up to 202,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 12. M.A. Usha Rani Up to 451,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 13. Sange etha M Kini Up to 452,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 14. Shahe eda Abdul Kader Up to 97,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 15. Shrut hi G Kini Up to 226,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million 16. Sujay Limited Up to 193,000 Equity Shares of face August 22, 2025 August 22, 2025 value of ₹ 1 each, aggregating up to ₹ [●] million 17. V Sci ences Investments Pte. Up to 2,819,000 Equity Shares of face August 21, 2025 June 14, 2025 Ltd. value of ₹ 1 each, aggregating up to ₹ 417S. Name of the Selling Number of Offered Shares Date of Selling Date of corporate No. Shareholder Shareholder’s authorisation by the consent letter Selling Shareholder [●] million 18. Vivek Devaraj Up to 78,000 Equity Shares of face August 22, 2025 NA value of ₹ 1 each, aggregating up to ₹ [●] million (1) Equity Shares of face value of ₹ 1 each jointly held by Dr. Chandrasekhar Bhaskaran Nair and Anita Angela Chandrasekhar, Dr. Chandrasekhar Bhaskaran Nair being the first holder. (2) Equity Shares of face value of ₹ 1 each jointly held by J. Guru Dutt and Sandhya Guru Dutt, J. Guru Dutt being the first holder. (3) Equity Shares of face value of ₹ 1 each jointly held by Gopalakrishna Sampathgiri and Jayshree Sampathgiri, Gopalakrishna Sampathgiri being the first holder. Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. Prohibition by SEBI or other Governmental Authorities Our Company, our Promoters, the persons in control of our Corporate Promoter, our Directors, and the members of the Promoter Group, have not been prohibited from accessing the capital markets and have not been debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority/court. The Selling Shareholders severally and not jointly confirm that they have not been 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. Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018 Our Company, our Promoters, and the members of the Promoter Group confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent in force and applicable, as on the date of this Draft Red Herring Prospectus. Each of the Selling Shareholders, severally and not jointly, confirms that it is in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent applicable to it in relation to its respective holding in our Company, as on the date of this Draft Red Herring Prospectus. Directors associated with the Securities Market None of our Directors are, in any manner, associated with the securities market. There are no outstanding action(s) initiated by SEBI against the Directors of our Company in the five years preceding the date of this Draft Red Herring Prospectus. Eligibility for the Offer Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner: (a) Our Company has had net tangible assets of at least ₹ 30 million, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets; (b) Our Company has an average operating profit of at least ₹ 150 million, calculated on a restated and consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of these preceding three years; (c) Our Company has a net worth of at least ₹ 10 million in each of the preceding three full years (of 12 months each), calculated on a restated and consolidated basis; and (d) Our Company has not changed its name in the last one year, other than the deletion of the word “Private” from the name of our Company pursuant to our conversion into a public limited company. Our Company has 418not undertaken any new activity pursuant to such change in name. Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of net tangible assets, operating profits and net worth, derived from the Restated Financial Information included in this Draft Red Herring Prospectus, as at and for the Fiscals ended March 31, 2025, March 31, 2024, and March 31, 2023, are set forth below: (in ₹ million, unless specified otherwise) Particulars As at and for the Fiscal ended March 31, 2025 March 31, 2024 March 31, 2023 Net tangible assets(1) 8,640.15 7,285.71 6,370.79 Total monetary assets(2) 1,147.48 221.10 69.75 Monetary assets as a percentage of net tangible 13.28 3.03 1.09 assets (in %) Consolidated pre-tax operating profit(3) 1,869.10 1,255.41 45.92 Net worth(4) 9,529.49 8,079.39 7,060.37 (1) Net Tangible Assets has been computed as the sum of all net assets of the Group excluding intangible assets, intangible assets under development (as defined in Indian Accounting Standard (Ind AS) 38 'Intangible Assets', issued by the Institute of Chartered Accountants of India), goodwill and Deferred tax assets / (liabilities) (net), deducted by total liabilities. (2) Monetary Assets means cash and cash equivalents and do not include other bank balances. (3) Consolidated pre-tax operating profit has been computed as Restated consolidated profit before tax after excluding Other income. (4) Net worth is the aggregate value of the paid-up share capital and all reserves 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, deferred expenditure and miscellaneous expenditure not written off, as per the audited financial statements, but does not include reserves created out of revaluation of assets, write-back of depreciation, capital reserve and amalgamation reserve. Our Company has operating profits in each of Fiscal 2025, 2024 and 2023 in terms of our Restated Financial Information. Our average operating profit for Fiscals 2025, 2024 and 2023 is ₹ 1,056.81 million. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees under the Offer shall be not less than 1,000, and should our Company fail to do so, the Bid Amounts received by our Company shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations and applicable law. We are eligible to undertake the Offer as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of the SEBI ICDR Regulations. Accordingly, in accordance with Regulation 32(1) of the SEBI ICDR Regulations, we are required to allot not more than 50% of the Net Offer to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net 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 money shall be refunded to the Bidders. Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable. There is no requirement for us to make firm arrangements of finance through verifiable means towards 75% of the stated means of finance, in terms of Regulation 7(1)(e) of the SEBI ICDR Regulations. Further, all the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of the Draft Red Herring Prospectus. Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 5 of the SEBI ICDR Regulations are as follows: (a) None of our Company, our Promoters, members of our Promoter Group, our Directors or any of the Selling Shareholders are debarred from accessing the capital markets by SEBI. (b) None of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the capital markets by SEBI. (c) None of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower. (d) None of our Promoters or Directors has been declared a Fugitive Economic Offender in accordance with the Fugitive Economic Offenders Act, 2018. 419(e) There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into, or which would entitle any person any option to receive, Equity Shares, as on the date of this Draft Red Herring Prospectus. DISCLAIMER CLAUSE OF SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, KOTAK MAHINDRA CAPITAL COMPANY LIMITED, IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED), JEFFERIES INDIA PRIVATE LIMITED AND MOTILAL OSWAL INVESTMENT ADVISORS LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. 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 DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED AUGUST 22, 2025, IN THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/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 BOOK RUNNING LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. All legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring Prospectus with the RoC in terms of Section 32 of the Companies Act. All legal requirements pertaining to this Offer will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 32, 33(1) and 33(2) of the Companies Act. Disclaimer from our Company, our Directors, and the Book Running Lead Managers Our Company, our Directors, and the Book Running Lead Managers accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other source of information would be doing so at his or her own risk. The Book Running Lead Managers accept no responsibility, save to the limited extent as provided in the Offer Agreement and the Underwriting Agreement. All information shall be made available by our Company and the Book Running Lead Managers to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding Centres or elsewhere. 420Prospective investors who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company, Underwriters, Book Running Lead Managers and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters, Book Running Lead Managers and their respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. The Book Running Lead Managers and their respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for, our Company, Promoters, members of the Promoter Group, the Selling Shareholders and their respective directors and officers, group companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, Promoters, members of the Promoter Group, the Selling Shareholders and their respective directors, officers, group companies, affiliates or associates or third parties, for which they have received, and may in the future receive, compensation. Disclaimer from the Selling Shareholders It is clarified that neither the Selling Shareholders, nor their respective directors, affiliates, partners, trustees, associates, officers and representatives, as applicable, accept and/or undertake any responsibility for any statements made or undertakings provided in this Draft Red Herring Prospectus other than those specifically made or undertaken by such Selling Shareholder in relation to itself as a Selling Shareholder and its respective proportion of the Offered Shares, and in this case only on a several and not joint basis. Further, the Selling Shareholders and their respective directors, affiliates, partners, trustees, associates, officers and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. Bidders will be required to confirm and will be deemed to have represented to each of the Selling Shareholders and their respective directors, officers, agents, affiliates, trustees and representatives, as applicable, 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. Disclaimer in respect of Jurisdiction Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Goa, India only. The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, state industrial development corporations, permitted insurance companies registered with IRDAI, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, permitted provident funds (subject to applicable law) and permitted pension funds (subject to applicable law), National Investment Fund, insurance funds set up and managed by the army and navy or air force of Union of India and insurance funds set up and managed by the Department of Posts, India, systemically important NBFCs registered with the RBI and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares. This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares in the Offer in any jurisdiction, including India. 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. 421Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. No action has been, or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor the offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs of our Company or the Selling Shareholders since the date of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time subsequent to this date. Eligibility and Transfer Restrictions The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in “offshore transactions” as defined in and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws. Disclaimer Clause of BSE As required, a copy of this Draft Red Herring Prospectus will be submitted to BSE. The disclaimer clause as intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to the RoC filing. Disclaimer Clause of NSE As required, a copy of this Draft Red Herring Prospectus will be submitted to NSE. The disclaimer clause as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to the RoC filing. Listing The Equity Shares issued pursuant to the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised. Applications will be made to the BSE and NSE for obtaining their permission for the listing and trading of the Equity Shares. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid / Offer Closing Date or within such other period as may be prescribed under applicable law. 422If our Company does not Allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer Closing Date, or within such timeline as prescribed by SEBI, it shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other rate of interest as may be prescribed under applicable law. Consents Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, the Independent Chartered Accountant, the Chartered Engineer, the Project Report Provider, legal counsel to the Company as to Indian law, Bankers to our Company, the Book Running Lead Managers, the Registrar to the Offer and 1Lattice have been obtained; and consents in writing of the Monitoring Agency, Syndicate Members, Public Offer Account Bank, Sponsor Banks, Escrow Collection Bank and Refund Bank 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 filing of the Red Herring Prospectus with the RoC. Experts to the Offer Except as disclosed below, our Company has not obtained any expert opinions. The term “experts” and consent thereof does not represent an expert or consent within the meaning under the U.S. Securities Act. These consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. Our Company has received written consent dated August 22, 2025, from S. R. Batliboi & Associates LLP, Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors and in respect of their (i) examination report dated August 22, 2025, on our Restated Financial Information; and (ii) report dated August 22, 2025, on the statement of special tax benefits available to our Company and our Shareholders, included in this Draft Red Herring Prospectus, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. Our Company has also received written consent dated August 22, 2025, from the Independent Chartered Accountant, B.B. & Associates, 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 Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of various certifications issued by them in their capacity as independent chartered accountant to our Company on certain financial and operational information included in this Draft Red Herring Prospectus. Additionally, our Company has also received written consent dated August 22, 2025, from the Chartered Engineer, Multi Engineers Private Limited, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in relation to their certificate dated August 22, 2025, certifying, amongst others, the installed capacity, actual production and capacity utilization of the manufacturing facilities of our Company and Subsidiaries. Further, our Company has received written consent dated August 22, 2025, from K&S Partners, to include their name in this Draft Red Herring Prospectus, as an “expert” as defined under section 2(38) of the Companies Act, 2013, in respect of their certificate dated August 22, 2025, certifying the patents, trademarks, designs and copyrights, owned or applied for by our Company and Subsidiaries. Our Company has also received written consent dated August 22, 2025, from Koncepo Scientech International Private Limited, the Project Report Provider, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in relation to the Project Report. Particulars regarding public or rights issues by our Company during the last five years and performance vis-à-vis objects 423Our Company has not made any public or rights issues (as defined under the SEBI ICDR Regulations) during the five years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis objects – last issue of listed subsidiaries and promoters As on the date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiaries or promoters. Underwriting commission, brokerage and selling commission paid on previous issues of the Equity Shares Since this is the initial public offer of Equity Shares, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years preceding the date of this Draft Red Herring Prospectus. Capital issue during the previous three years by our Company Other than as disclosed in “Capital Structure” on page 102, our Company has not undertaken a capital issue in the last three years preceding the date of this Draft Red Herring Prospectus. Capital issue during the previous three years by listed group companies, subsidiaries or associates of our Company Our Company does not have any listed group companies, subsidiaries or associates, as on the date of this Draft Red Herring Prospectus. 424Price information of past issues handled by the Book Running Lead Managers A. Kotak Mahindra Capital Company Limited 1. Price information of past issues handled by Kotak Mahindra Capital Company Limited (during the current Fiscal and two Fiscals preceding the current financial year): S. Issue name Issue Size Issue Listing Opening +/- % change in +/- % change in closing +/- % change in closing No. (₹ million) price Date price on closing price*, [+/- % change in price*, [+/- % change in (₹) Listing price*, [+/- % change closing benchmark] - 90th closing benchmark] - Date (in ₹) in calendar days from listing 180th calendar days closing benchmark] - from listing 30th calendar days from listing 1. Bluestone Jewellery and Not applicable Not applicable Not applicable 15,406.50 517.00 August, 19, 2025 510.00 Lifestyle Limited 2. JSW Cement Limited 36,000.00 147.00 August, 14, 2025 153.50 Not applicable Not applicable Not applicable 3. Smartworks Coworking Spaces 11.79%, [-1.91%] Not applicable Not applicable 5,825.55 407.001 July 17, 2025 435.00 Limited 4. 1,125.0 5.13%, [-2.37%] Not applicable Not applicable Travel Food Services Limited 20,000.00 1,100.002 July 14, 2025 0 5. Schloss Bangalore Limited 35,000.00 435.00 June 2, 2025 406.00 -6.86%, [3.34%] Not applicable Not applicable 6. Hexaware Technologies Limited 87,500.00 708.003 February 19, 2025 745.50 3.45%, [1.12%] 5.16%, [8.78%] 1.31%, [7.41%] 7. Dr. Agarwal's Health Care 30,272.60 402.00 February 04, 2025 402.00 3.82%, [-6.18%] -12.14%, [2.44%] 12.38%, [2.57%] Limited 8. Ventive Hospitality Limited 16,000.00 643.004 December 30, 2024 716.00 5.51%, [-2.91%] 10.80%, [-0.53%] 7.10%, [8.43%] 9. International Gemmological 42,250.00 417.005 December 20, 2024 510.00 24.24%, [-1.63%] -21.39%, [-2.88%] -11.45%, [5.37%] Institute (India) Limited 10. Vishal Mega Mart Limited 80,000.00 78.00 December 18, 2024 104.00 39.96%, [-3.67%] 29.95%, [-6.98%] 58.58%, [2.15%] Source: www.nseindia.com; www.bseindia.com Notes: 1. In Smartworks Coworking Spaces Limited, the issue price to eligible employees was ₹ 370 after a discount of ₹ 37 per equity share 2. In Travel Food Services Limited, the issue price to eligible employees was ₹ 996 after a discount of ₹ 104 per equity share 3. In Hexaware Technologies Limited, the issue price to eligible employees was ₹ 641 after a discount of ₹ 67 per equity share 4. In Ventive Hospitality Limited, the issue price to eligible employees was ₹ 613 after a discount of ₹ 30 per equity share 5. In International Gemmological Institute (India) Limited, the issue price to eligible employees was ₹ 378 after a discount of ₹ 39 per equity share 6. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered. 7. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days. 8. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information. 9. Restricted to last 10 equity initial public issues. 2. Summary statement of price information of past issues handled by Kotak Mahindra Capital Company Limited: 425Financial Tota Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at Year l no. raised as on 30th calendar days from as on 30th calendar days from as on 180th calendar days from premium as on 180th of (₹ million) listing date listing date listing date calendar days from listing IPOs date Over Between Less than Over 50% Between Less than Over 50% Between Less than Over Betw Less than 50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 50% een 25% 25%- 50% 2025-26 5 112,232.05 - - 1 - - 2 - - - - - - 2024-25 18 999,474.07 - - 3 2 7 6 1 1 5 4 3 4 2023-24 11 179,436.83 - - - 2 4 5 - - - 7 3 1 Notes: 1. The information is as on the date of this Draft Red Herring Prospectus. 2. The information for each of the financial years is based on issues listed during such financial year. B. IIFL Capital Services Limited (formerly known as IIFL Securities Limited) 1. Price information of past issues handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited) (during the current Fiscal and two Fiscals preceding the current financial year): S. Issue name Issue Size Issue Designated Listing Opening +/- % change in +/- % change in +/- % change in No. (₹ million) price Stock Exchange Date price on closing closing closing price*, [+/- (₹) as disclosed in Listing price*, [+/- % change price*, [+/- % % change in the red herring Date in change in closing closing prospectus filed (in ₹) closing benchmark] - benchmark] - 90th benchmark] - 30th calendar days calendar days from 180th calendar from listing listing days from listing 1. Aegis Vopak Terminals Limited 28,000.00 235.00 BSE June 2, 2025 220.00 +3.74%, [+2.86%] N.A. N.A. 2. Schloss Bangalore Limited 35,000.00 435.00 NSE June 2, 2025 406.00 -6.86%, [+3.34%] N.A. N.A. 3. Oswal Pumps Limited 13,873.40 614.00 NSE June 20, 2025 634.00 +17.96%, [-0.57%] N.A. N.A. 4. Arisinfra Solutions Limited 4,995.96 222.00 NSE June 25, 2025 205.00 -33.84%, [-0.72%] N.A. N.A. 5. Ellenbarrie Industrial Gases 8,525.25 400.00 NSE July 1, 2025 486.00 +41.09%, [-2.69%] N.A. N.A. Limited 6. HDB Financial Services Limited 1,25,000.0 740.00 NSE July 2, 2025 835.00 +2.51%, [-2.69%] N.A. N.A. 0 7. Smartworks Coworking Spaces 5,825.55 407.00(1) NSE July 17, 2025 435.00 +11.79%, [-1.91%] N.A. N.A. Limited 8. GNG Electronics Limited 4,604.35 237.00 NSE July 30, 2025 355.00 N.A. N.A. N.A. 9. Aditya Infotech Limited 1,300.00 675.00(2) NSE August 5, 2025 1,015.00 N.A. N.A. N.A. 10. Bluestone Jewellery and Lifestyle 15,406.50 517.00 NSE August 19, 2025 510.00 N.A. N.A. N.A. Limited Source: www.nseindia.com; www.bseindia.com, as applicable 426(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. *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. 2. Summary statement of price information of past issues handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited): Financial Tota Total funds Nos. of IPOs trading at Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at Year l no. raised discount as on 30th calendar as on 30th calendar days from as on 180th calendar days from premium as on 180th of (₹ million) days from listing date listing date listing date calendar days from listing IPOs date Over Between Less than Over 50% Between Less than Over 50% Between Less than Over Betw Less than 50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 50% een 25% 25%- 50% 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 10 2,54,231.01 - 1 2 - 1 3 - - - - - - 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. C. Jefferies India Private Limited 1. Price information of past issues handled by Jefferies India Private Limited (during the current Fiscal and two Fiscals preceding the current financial year): S. Issue name Issue Size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing No. (₹ price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in million) (₹) Listing closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - Date calendar days from listing calendar days from listing 180th calendar days (in ₹) from listing 1. JSW Cement Limited^^ 36,000.00 147.00 14-Aug-25 153.50 NA NA NA 2. HDB Financial Services 125,000.0 740.00 2-Jul-25 835.00 +2.51% [-2.69%] NA NA Limited^^ 0 3. Aegis Vopak Terminals Limited^ 28,000.00 235.00 2-Jun-25 220.00 +3.74% [+2.86%] NA NA 4. Belrise Industries Limited^^ 21,500.00 90.00 28-May-25 100.00 +14.08% [+3.22%] NA NA 5. Dr. Agarwal's Healthcare 30,272.60 402.00 4-Feb-25 396.90 +3.82% [-6.18%] -12.14% [+2.44%] +12.38% [+2.57%] Limited^ 427S. Issue name Issue Size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing No. (₹ price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in million) (₹) Listing closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - Date calendar days from listing calendar days from listing 180th calendar days (in ₹) from listing 6. Inventurus Knowledge Solutions 24,979.20 1,329.00 19-Dec-24 1,900.00 +40.85% [-3.13%] +13.77% [-4.67%] +30.17% [+4.15%] Limited^^ 7. Vishal Mega Mart Limited^^ 80,000.00 78.00 18-Dec-24 104.00 +39.96% [-3.67%] +29.95% [-6.98%] +58.58% [+2.15%] 8. Sai Life Sciences Limited^^ 30,426.20 549.00 18-Dec-24 650.00 +30.57% [-3.67%] +28.39% [-6.98%] +40.26% [+2.15%] 9. 113,274.2 Swiggy Limited^^ 390.00(1) 13-Nov-24 420.00 +29.31% [+4.20%] -7.15% [-0.75%] -19.72% [+1.91%] 7 10. Sagility India Limited^^ 21,062.18 30.00(2) 12-Nov-24 31.06 +42.90% [+3.18%] +75.40% [-1.35%] +36.10% [+0.52%] NA- Not Applicable, as the relevant period is not completed. Data Restricted to last 10 equity initial public issues. ^^NSE as designated stock exchange ^ BSE as designated stock exchange 1. A discount of ₹ 25 per equity was offered to eligible employees bidding in the employee reservation portion. 2. A discount of ₹ 2 per equity was offered to eligible employees bidding in the employee reservation portion. 3. A discount of ₹ 44 per equity was offered to eligible employees bidding in the employee reservation portion. 2. Summary statement of price information of past issues handled by Jefferies India Private Limited: Financial Tota Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at Year l no. raised as on 30th calendar days from as on 30th calendar days from as on 180th calendar days from premium as on 180th of (₹ million) listing date listing date listing date calendar days from listing IPOs date Over Between Less than Over 50% Between Less than Over 50% Between Less than Over Betw Less than 50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 50% een 25% 25%- 50% 2023-24 3 74,768.76 - - 1 - 2 - - - 1 2 - - 2024-25 10 432,557.21 - - - 2 6 2 - - 2 3 4 1 2025-26* 4 210,500.00 - - - - - 3 - - - - - - * 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. 4. The information for each of the financial years is based on issues listed during such financial year. D. Motilal Oswal Investment Advisors Limited 4281. Price information of past issues handled by Motilal Oswal Investment Advisors Limited (during the current Fiscal and two Fiscals preceding the current financial year): S. Issue name Issue Size Issue Designated Listing Opening +/- % change in +/- % change in +/- % change in No. (₹ million) price Stock Exchange Date price on closing closing closing price, [+/- (₹) as disclosed in Listing price, [+/- % change price, [+/- % change % change in the red herring Date in in closing closing prospectus filed (in ₹) closing benchmark] - benchmark] - 90th benchmark] - 30th calendar days calendar days from 180th calendar from listing listing days from listing 1. Sri Lotus Developers and Realty 7920.00 150.00 NSE August 06, 2025 178.00 Not applicable Not applicable Not applicable Limited 2. National Securities Depository 40,109.54 800.00 BSE August 06, 2025 880.00 Not applicable Not applicable Not applicable Limited 3. GNG Electronics Limited 4604.35 237.00 NSE July 30, 2025 355.00 Not applicable Not applicable Not applicable 4. HDB Financial Services Limited 125,000.0 740.00 NSE July 02, 2025 835.00 2.51% [-2.69%] Not applicable Not applicable 0 5. Sambhv Steel Tubes Limited 5400.00 82.00 NSE July 02, 2025 110.00 55.74% [-2.69%] Not applicable Not applicable 6. Ellenbarrie Industrial Gases 8,525.25 400.00 NSE July 01, 2025 486.00 41.09% [-2.69%] Not applicable Not applicable Limited 7. Schloss Bangalore Limited 35,000.00 435.00 NSE June 02, 2025 406.00 -6.86% [3.34%] Not applicable Not applicable 8. Dr. Agarwals Health Care Limited 30,272.60 402.00 BSE February 04, 2025 396.90 +3.82% [-6.18%] -12.44% [+2.44%] +12.38% [+2.57%] 9. Laxmi Dental Limited 6980.60 428.00 BSE January 20, 2025 528.00 +0.37% [-1.17%] -4.98% [+1.92%] +12.24% [+6.41%] 10. Standard Glass Lining 4,100.51 140.00 NSE January 13, 2025 172.00 +14.49% [-0.06%] +5.50% [-2.38%] +29.06% [+8.94%] Technology Limited 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 day. 4. Not applicable – Period not completed. 2. Summary statement of price information of past issues handled by Motilal Oswal Investment Advisors Limited: 429Financial Tota Total funds Nos. of IPOs trading at discount Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at Year l no. raised as on 30th calendar days from as on 30th calendar days from as on 180th calendar days from premium as on 180th of (₹ million) listing date listing date listing date calendar days from listing IPOs date Over Between Less than Over 50% Between Less than Over 50% Between Less than Over Betw Less than 50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 50% een 25% 25%- 50% 2023-24 7 62,704.34 - - 2 - 1 4 - - 2 - 2 3 2024-25 7 1,08,356.97 - - 2 1 - 4 - 1 1 - 1 3 2025-26 7 2,26,559.14 - - 1 1 1 1 - - - - - 1 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. 430Track record of past issues handled by the BRLMs For details regarding the track record of the Book Running Lead Managers, as specified in circular (reference CIR/MIRSD/1/2012) dated January 10, 2012, issued by SEBI, see the website of the Book Running Lead Managers, as set forth in the table below: S. No. Name of the Book Running Lead Manager Website 1. Kotak Mahindra Capital Company Limited https://investmentbank.kotak.com 2. IIFL Capital Services Limited (formerly known as IIFL Securities www.iiflcap.com Limited) 3. Jefferies India Private Limited www.jefferies.com 4. Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com Stock Market Data of Equity Shares This being an initial public offer of the Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and accordingly, no stock market data is available for the Equity Shares. Mechanism for Redressal of Investor Grievances in the Offer The agreement dated August 22, 2025, between the Registrar to the Offer, our Company and the Selling Shareholders provides for retention of records with the Registrar to the Offer for a period of at least eight years from the date of listing to enable the investors to approach the Registrar to the Offer for redressal of their grievances. Bidders can contact the Company Secretary and 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 or the Registrar to the Offer, in the manner provided below. All Offer related grievances, other than by Anchor Investors, may be addressed to the Registrar to the Offer, with a copy to the relevant Designated Intermediary, with whom the ASBA Form was submitted, quoting the full name of the sole or first Bidder, ASBA Form number, Bidders’ DP ID, Client ID, UPI ID, PAN, address of the Bidder, number of Equity Shares applied for, date of ASBA Form, name and address of the relevant Designated Intermediary, where the Bid was submitted and ASBA Account number (for Bidders other than UPI Bidders using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of UPI Bidders using the UPI Mechanism. Further, the Bidder shall enclose the Acknowledgement Slip or provide the acknowledgement number received from the Designated Intermediaries in addition to the documents/information mentioned hereinabove. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. For offer related grievances, investors may contact Book Running Lead Managers, details of which are given in “General Information – Book Running Lead Managers” on page 95. SEBI, by way of the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent applicable and not rescinded by the SEBI ICDR Master Circular, has identified the need to put in place measures, in order to manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds for cancelled / withdrawn / deleted cases or in cases of partial allotment/non allotment within prescribed timelines and procedures. Pursuant to the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent applicable and not rescinded by the SEBI ICDR Master Circular, SEBI has prescribed certain mechanisms for initial public offerings to ensure proper 431management of investor issues arising out of applications processed through the UPI Mechanism, including: (i) identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) hosting of a web portal by the Sponsor Bank containing statistical details of mandate blocks/unblocks; (iv) limiting the facility of reinitiating UPI Bids to Syndicate Members to once per Bid/Batch; and (v) mandating SCSBs to ensure that the unblock process for non-allotted/ partially allotted applications is completed by the closing hours of one Working Day subsequent to the finalisation of the Basis of Allotment. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding four Working Days from the Bid / Offer Closing Date, in accordance with the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021 (to the extent not rescinded by the SEBI ICDR Master Circular), the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum on the Bid Amount or such for the entire duration of delay exceeding four Working Days from the Bid / Offer Closing Date by the intermediary 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. In terms of the SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum or such other rate of interest as may be prescribed under applicable law for any delay beyond this period of 15 days. The following compensation mechanism shall be applicable for investor grievances in relation to Bids made through the UPI Mechanism for public issues opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate the investor: Scenario Compensation amount Compensation period Delayed unblock for cancelled / ₹ 100 per day or 15% per annum of the Bid From the date on which the request for withdrawn / deleted applications Amount, 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 1. Instantly revoke the blocked funds other From the date on which multiple for the same Bid made through than the original application amount and amounts were blocked till the date of the UPI Mechanism 2. ₹ 100 per day or 15% per annum of the actual unblock 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., From the date on which the funds to the Bid Amount the blocked amount less the Bid Amount excess of the Bid Amount were and 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 From the Working Day subsequent to Allotted / partially Allotted Amount, whichever is higher the finalisation of the Basis of applications Allotment till the date of actual unblock Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from the investor, for each day delayed, the Book Running Lead Managers shall be liable to compensate the investor ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which the investor grievance is received till the date of actual unblock. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent applicable and not rescinded by the 432SEBI ICDR Master Circular. Our Company, the Selling Shareholders, 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 applicable SEBI ICDR Regulations. In terms of the SEBI ICDR Master Circular, 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. All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, name and address of the Book Running Lead Managers, unique transaction reference number, the name of the relevant bank, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the BRLMs where the Bid cum Application Form was submitted by the Anchor Investor. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to the Registrar to the Offer. Further, Bidders shall also enclose a copy of the Acknowledgment Slip received from the Designated Intermediaries in addition to the information mentioned hereinabove. Disposal of Investor Grievances by our Company Our Company shall, after filing this Draft Red Herring Prospectus, obtain authentication on the SCORES in compliance with the SEBI master circular bearing reference number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, in relation to redressal of investor grievances through SCORES. Our Company has also constituted a Stakeholders Relationship Committee to review and redress the shareholders and investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision, consolidation, transfer and issue of duplicate shares. For details of our Stakeholders Relationship Committee, please see “Our Management – Committees of our Board” on page 235. Our Company has also appointed Darshan Raghunath Karekar, Company Secretary of our Company, as the Compliance Officer for the Offer. For details, “General Information – Company Secretary and Compliance Officer” on page 94. Each of the Selling Shareholders, severally and not jointly, has authorised the Company Secretary and Compliance Officer of the Company, and the Registrar to the Offer to redress investor grievances, if any, in relation to itself and its respective portion of the Offered Shares, provided that in any such case requiring a written response in respect of any investor grievance, the prior approval of the relevant Selling Shareholder on such response shall be obtained by the Company. Our Company has not received any investor complaint during the three years preceding the date of this Draft Red Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this Draft Red Herring Prospectus. Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. 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. Exemptions from complying with any provision of securities laws, if any, granted by SEBI Our Company has not sought any exemptions from complying with any provisions of securities laws by SEBI as on the date of this Draft Red Herring Prospectus. 433SECTION X - OFFER INFORMATION TERMS OF THE OFFER The Equity Shares being issued, offered and Allotted pursuant to the Offer are subject to the provisions of the Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, SEBI Listing Regulations, our Memorandum of Association and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN, and other terms and conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be executed in respect of this Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital, offer for sale, and listing and trading of securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in force on the date of this Offer and to the extent applicable, or such other conditions as may be prescribed by such governmental, regulatory or statutory authority while granting its approval for the Offer. The Offer The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. Expenses for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner specified in “Objects of the Offer”, on page 121. Ranking of the Equity Shares The Equity Shares being issued, offered and Allotted in the Offer shall rank pari passu in all respects with the existing Equity Shares including rights in respect of dividend and other corporate benefits if any, declared by our Company after the date of Allotment. For further details, see “Main Provisions of the Articles of Association” on page 470. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to the Shareholders as per the provisions of the Companies Act, 2013, our Memorandum of Association and Articles of Association, the SEBI Listing Regulations and other applicable law. All dividends, if any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the Offer for Sale), will be payable to the Allottees, in accordance with applicable law. For further details in relation to dividends, see “Dividend Policy” and “Main Provisions of the Articles of Association” on pages 256 and 470, respectively. Face Value, Floor Price, Price Band and Offer Price The face value of the Equity Shares is ₹ 1 each. The Floor Price of Equity Shares is ₹ [●] per Equity Share and the Cap Price is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per Equity Share. The Offer Price, Price Band and minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and advertised in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] editions of [●], a Konkani daily newspaper (Konkani being the regional language of Goa, where our Registered and Corporate Office is located), each with wide circulation, respectively, at least two Working Days prior to the Bid / Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available at the respective websites of the Stock Exchanges. The Offer Price shall be determined by our Company, in consultation with the BRLMs, after the Bid / Offer Closing Date, in accordance with the SEBI ICDR Regulations, on the basis of assessment of market demand for the Equity Shares offered by way of Book Building Process. At any given point of time there shall be only one denomination for the Equity Shares. Employee Discount An Employee Discount, if any, may be offered to Eligible Employees Bidding in the Employee Reservation Portion. Eligible Employees Bidding in the Employee Reservation Portion at a price within the Price Band can 434make payment based on the Bid Amount net of the Employee Discount, if any, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, less the Employee Discount, if any, at the time of making a Bid. Compliance with disclosure and accounting norms Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time. Rights of the Shareholders Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles of Association, our Shareholders shall have the following rights: • the right to receive dividend, if declared; • the right to attend general meetings and exercise voting rights, unless prohibited by law; • the right to vote on a poll either in person or by proxy or ‘e-voting’ in accordance with the provisions of the Companies Act; • the right to receive offers for rights shares and be allotted bonus shares, if announced; • the right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied; • the right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable laws, including rules framed by the RBI; and • such other rights, as may be available to a shareholder of a listed public company under applicable law, including the Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum of Association and Articles of Association. For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend, forfeiture and lien, transfer and transmission, and/or consolidation / splitting, see “Main Provisions of the Articles of Association” on page 470. Allotment in dematerialised form Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can be applied for in the dematerialised form only. In this context, our Company has entered into the following agreements with the respective Depositories and the Registrar to the Offer: • Tripartite agreement dated February 10, 2025, amongst our Company, NSDL and Registrar to the Offer. • Tripartite agreement dated February 25, 2025, amongst our Company, CDSL and Registrar to the Offer. Market Lot and Trading Lot The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to which, the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples of [●] Equity Shares, subject to a minimum Allotment of [●] Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on page 445. Joint Holders Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any Equity Share, they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship. Jurisdiction The competent courts of Goa, India will have exclusive jurisdiction in relation to this Offer. Period of operation of subscription list 435See “– Bid / Offer Programme” on page 436. Nomination facility to Bidders In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of the sole Bidder or in case of joint Bidders, the death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of death of the original holder(s), shall be entitled to the same advantages to which such person would be entitled if such person were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the nominating holder of such Equity Shares. A nomination may be cancelled or varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the nomination by giving a notice of such cancellation or variation. A buyer will be entitled to make a fresh nomination in the manner prescribed. A fresh nomination can be made only on the prescribed form, which is available on request at our Registered and Corporate Office or with the registrar and transfer agents of our Company. Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above, shall, upon the production of such evidence as may be required by our Board, elect either: • to register himself or herself as the holder of the Equity Shares; or • to make such transfer of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold payment of all dividend, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate nomination with our Company. Nominations registered with the respective Collecting Depository Participant of the Bidder will prevail. If Bidders wish to change their nomination, they are requested to inform their respective Collecting Depository Participant. Bid / Offer Programme BID / OFFER OPENS ON [●](1) BID / OFFER CLOSES ON [●](2)(3) (1) 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. The Anchor Investor Bid/ Offer Period shall be one Working Day prior to the Bid / Offer Opening Date in accordance with the SEBI ICDR Regulations. (2) Our Company, in consultation with the BRLMs, may consider closing the Bid/ Offer Period for QIBs one day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations. (3) UPI mandate end time and date shall be at 5.00 p.m. on Bid / Offer Closing Date. 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 On or about [●] Account* Credit of Equity Shares to demat accounts of Allottees On or about [●] Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●] * In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid / Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation / withdrawal / deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is 436higher 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 Bidder shall be compensated in the manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the agreements to be entered into between our Company with the relevant intermediaries, to the extent applicable. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 each to the extent applicable and not rescinded by the SEBI ICDR Master Circular. The above timetable is indicative and does not constitute any obligation or liability on our Company, the Selling Shareholders or the BRLMs. While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid / Offer Closing Date or such period as may be prescribed by the 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 or any delay in receiving the final listing and trading approval from the Stock Exchanges, and delay in respect of final certificates from SCSBs. 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. Each Selling Shareholder, severally and not jointly, confirm that they shall (in relation to themselves and their respective portion of the Offered Shares) extend such reasonable support and co-operation as required by law and as may be reasonably requested by our Company and/or the BRLMs for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within such time period as may be prescribed. 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 three Working Days from the Bid / Offer Closing Date or such other time 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 after the date of this Draft Red Herring Prospectus may result in changes to the listing timelines. Further, the offer procedure is subject to change to any revised SEBI circulars to this effect. Submission of Bids (other than Bids from Anchor Investors): 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 (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST accounts) – For Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST channels like Internet Banking, Mobile Banking and Syndicate UPI ASBA applications where Bid Amount is up to ₹ 0.50 million) Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST Individual Applications) Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST Individual Applications of QIBs and NIBs where Bid Amount is more than ₹ 0.50 million Modification / Revision / cancellation of Bids Modification of Bids by QIBs and Non-Institutional Bidders categories Only between 10.00 a.m. and up to 5.00 p.m. IST and modification / cancellation of Bids by Retail Individual Bidders and 437Eligible Employees Bidding in the Employee Reservation Portion # *UPI mandate end time and date shall be at 5.00 pm on Bid / Offer Closing Date. # QIBs and Non-Institutional Bidders can neither revise their Bids downwards nor cancel / withdraw their Bids. On the Bid / Offer Closing Date, the Bids shall be uploaded until: (i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders; and (ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs and Eligible Employees bidding in the Employee Reservation Portion. On Bid / Offer Closing Date, extension of time will be granted by the Stock Exchanges only for uploading Bids received by Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion, after taking into account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges. The Registrar to the Offer shall submit the details of cancelled / withdrawn / deleted applications to the SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid / 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 RTA on a daily basis, as per the format prescribed in the SEBI ICDR Master Circular. To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected. Due to limitation of time available for uploading the Bids on the Bid / Offer Closing Date, Bidders are advised to submit their Bids one day prior to the Bid / Offer Closing Date, and in any case no later than the prescribed time on the Bid / Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid / Offer Closing Date, as is typically experienced in public offerings in India, it may lead to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded will not be considered for allocation under this Offer. Bids and any revision to the 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. Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. 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. The Floor Price will not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be less than or equal to 120% of the Floor Price, subject to minimum 105% of the Floor Price. 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 websites of the BRLMs and 438terminals of the Syndicate Members and by intimation to the Designated Intermediaries. 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-à-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 In the event our Company does not receive (i) minimum subscription of 90% of the Fresh Issue, or (ii) minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriters, as applicable, or if the subscription level falls below the thresholds mentioned above after the Bid / Offer Closing Date, on account of withdrawal of Bids or after technical rejections or any other reason, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares being offered in the Offer, our Company and the Selling Shareholders (to the extent applicable) shall forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI Master Circular and SEBI RTA Master Circular. If there is a delay beyond four days, our Company, the Selling Shareholders (to the extent applicable), and every Director of our Company who is an officer in default, to the extent applicable, shall pay interest at the rate of 15% or such other interest rate as prescribed under applicable law, including SEBI Master Circular and SEBI RTA Master Circular. In the event of under-subscription in the Offer, the Allotment for the valid Bids will be made in the first instance, towards subscription for 90% of the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made in the following order: (i) first, towards the sale of the Offered Shares by the Investor Selling Shareholders, on a pro rata basis among the Investor Selling Shareholders, (ii) second, towards the sale of the remaining Offered Shares offered by the Promoter Selling Shareholders and the Other Selling Shareholders, on a pro rata basis amongst the Promoter Selling Shareholders and the Other Selling Shareholders, and (iii) following the sale of all of the Offered Shares, towards the balance of the Fresh Issue. In the event of under-subscription in the Offer, the Equity Shares will be allotted first towards the sale of the Offered Shares by the Investor Selling Shareholders on a pro-rata basis, and once the Offered Shares by the Investor Selling Shareholders have been allotted, thereafter towards the sale of the Offered Shares by the Promoter Selling Shareholders and the Other Selling Shareholders on a pro-rata basis. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application money in accordance with applicable laws. Arrangements for disposal of odd lots Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be one Equity Share, no arrangements for disposal of odd lots are required. New financial instruments Our Company is not issuing any new financial instruments through this Offer. Restriction on transfer and transmission of Equity Shares Except for the lock-in of the pre-Offer Equity Shares, the minimum Promoters’ contribution and Equity Shares allotted to Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” on page 102, and except as provided in our Articles, there are no restrictions on transfers and transmission of Equity Shares or on their consolidation or splitting. See, “Main Provisions of the Articles of Association” at page 470. 439Option to receive Equity Shares in Dematerialized Form Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the dematerialized segment of the Stock Exchanges. However, Allotees may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. Withdrawal of the Offer The Offer shall be withdrawn in the event that 90% of the Fresh Issue portion of the Offer is not subscribed. Our Company, in consultation with the BRLMs, reserves the right not to proceed with the entire or portion of the Offer, and the Selling Shareholders reserve the right not to proceed with the Offer for Sale, in whole or in part thereof to the extent of their respective portion of the Offered Shares, for any reason at any time after the Bid / Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the same newspapers, in which 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. Further, the Stock Exchanges on which the Equity Shares are proposed to be listed shall be informed promptly in this regard by our Company and the BRLMs, 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. In the event of withdrawal of the Offer and subsequently, plans of a fresh public offering of Equity Shares by our Company, a fresh draft red herring prospectus will be filed again with SEBI. Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days of the Bid / Offer Closing Date or such other period as may be prescribed under applicable law, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If Allotment is not made within the prescribed time period under applicable law, the entire subscription amount received will be refunded / unblocked within the time prescribed under applicable law. 440OFFER STRUCTURE The Offer is being made through the Book Building Process, and in terms of Regulation 6(1) and Regulation 31 of the SEBI ICDR Regulations and Rule 19(2)(b) of the SCRR. The Offer is of up to [●] Equity Shares of face value of ₹ 1 each for cash at a price of ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share) comprising a Fresh Issue of up to [●] Equity Shares of face value of ₹ 1 aggregating up to ₹ 2,000.00 million by the Company and an Offer for Sale of up to 12,556,000 Equity Shares of face value of ₹ 1 aggregating up to ₹ [●] million by the Selling Shareholders. The Offer includes a reservation of up to [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ [●] million for subscription by Eligible Employees. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. The Offer less the Employee Reservation Portion is the Net Offer. The Offer and Net Offer shall constitute [●]% and [●]% of the post-Offer paid-up Equity Share capital of our Company, respectively. Non-Institutional Retail Individual Particulars QIBs(1) Eligible Employees Bidders Bidders Number of Not more than [●] Not less than [●] Equity Not less than [●] Equity Up to [●] Equity Shares of Equity Shares Equity Shares of face Shares of face value of ₹ Shares of face value of ₹ 1 face value of ₹ 1 each available for value of ₹ 1 each 1 each available for each available for Allotment / allocation or Offer less allocation or Offer less allocation*(2) allocation to QIB allocation to QIB Bidders Bidders and Retail and Non-Institutional Individual Bidders Bidders Percentage of Not more than 50% of Not less than 15% of the Not less than 35% of the The Employee Offer Size the Net Offer size shall Net Offer, or the Net Net Offer, or the Net Reservation Portion shall available for be available for Offer less allocation to Offer less allocation to not exceed 5% of the post- Allotment / allocation to QIB QIB Bidders and Retail QIB Bidders and Non- Offer Equity Share capital allocation Bidders. However, 5% Individual Bidders, Institutional Bidders of our Company of the Net QIB Portion subject to the following: will be available for (i) one-third of the allocation Non-Institutional proportionately to Portion shall be Mutual Funds only. reserved for Bidders Mutual Funds with an application participating in the size of more than ₹ Mutual Fund Portion 0.20 million and up will also be eligible for to ₹ 1.00 million, allocation in the and remaining balance Net (ii) two-third of the QIB Portion. The Non-Institutional unsubscribed portion in Portion shall be the Mutual Fund reserved for Bidders Portion will be available with application size for allocation to other of more than ₹ 1.00 QIBs in the Net QIB million, Portion provided that the unsubscribed portion in either of the aforementioned sub- categories may be allocated to Bidders in the other sub-category of Non-Institutional Bidders. Basis of Proportionate as The [●] Equity Shares of The Allotment to each Proportionate. Unless the Allotment/ follows (excluding the face value of ₹ 1 each Retail Individual Bidder Employee Reservation allocation if Anchor Investor available for allocation shall not be less than the Portion is respective Portion): to Non-Institutional minimum Bid Lot, subject undersubscribed, the category is (a) Up to [●] Equity Bidders under the Non- to availability of Equity value of allocation to an oversubscribed* Shares of face Institutional Portion, Shares in the Retail Eligible Employee shall 441Non-Institutional Retail Individual Particulars QIBs(1) Eligible Employees Bidders Bidders value of ₹ 1 each shall be subject to the Portion and the remaining not exceed ₹0.20 million shall be available following: available Equity Shares if (net of Employee for allocation on a (i) one-third of the any, shall be allotted on a Discount, if any). In the proportionate basis Non-Institutional proportionate basis. For event of to Mutual Funds Portion shall be details, see “Offer undersubscription in the only; and reserved for Bidders Procedure” on page 445. Employee Reservation (b) Up to [●] Equity with an application Portion, the unsubscribed Shares of face size of more than ₹ portion may be allocated, value of ₹ 1 each 0.20 million and up on a proportionate basis, shall be available to ₹ 1.00 million, to Eligible Employees for for allocation on a and a value exceeding ₹0.20 proportionate basis (ii) two-third of the million (net of Employee to all QIBs, Non-Institutional Discount, if any) up to including Mutual Portion shall be ₹0.50 million (net of Funds receiving reserved for Bidders Employee Discount, if allocation as per with application size any) each. (a) above of more than ₹ 1.00 million, Up to [●] Equity Shares provided that the of face value of ₹ 1 each unsubscribed portion in may be allocated on a either of the discretionary basis to aforementioned sub- Anchor Investors of categories may be which one-third shall be allocated to Bidders in available for allocation the other sub-category to Mutual Funds only, of Non-Institutional subject to valid Bid Bidders. received from Mutual Funds at or above the The Allotment to each Anchor Investor Non-Institutional Allocation Price 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. For details, see “Offer Procedure” on page 445. Minimum Bid Such number of Equity Such number of Equity [●] Equity Shares of face [●] Equity Shares of face Shares in multiples of Shares in multiples of value of ₹ 1 each value of ₹ 1 each [●] Equity Shares of [●] Equity Shares of face value of ₹ 1 each, face value of ₹ 1 each that the Bid Amount that the Bid Amount exceeds ₹ 0.20 million exceeds ₹ 0.20 million Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity Shares in multiples of Shares in multiples of Shares in multiples of [●] Shares and in multiples of [●] Equity Shares of [●] Equity Shares of Equity Shares of face [●] Equity Shares of face face value of ₹ 1 each face value of ₹ 1 each value of ₹ 1 each so that value of ₹ 1 each so that not exceeding the size not exceeding the size of the Bid Amount does not the maximum Bid of the Net Offer, subject the Net Offer (excluding exceed ₹ 0.20 million Amount by each Eligible to applicable limits the QIB Portion), Employee in this portion under applicable law subject to limits does not exceed ₹ 0.50 prescribed under million (net of Employee applicable law Discount, if any) Bid Lot [●] Equity Shares of face value of ₹ 1 each and in multiples of [●] Equity Shares of face value of ₹ 1 each thereafter 442Non-Institutional Retail Individual Particulars QIBs(1) Eligible Employees Bidders Bidders Mode of Compulsorily in dematerialised form allotment Allotment Lot A minimum of [●] Equity Shares of face value of ₹ 1 each and in multiples of [●] Equity Shares of face value of ₹ 1 each thereafter Trading Lot One Equity Share Who can Public financial Resident Indian Resident Indian Eligible Employees apply(3)(5) institutions (as specified individuals, Eligible individuals, Eligible NRIs in Section 2(72) of the NRIs, HUFs (in the and HUFs (in the name of Companies Act), name of the karta), the karta) scheduled commercial companies, corporate banks, Mutual Funds, bodies, scientific Eligible FPIs other than institutions, societies individuals, corporate and trusts and any bodies and family individuals, corporate offices, VCFs, AIFs, bodies and family FVCIs registered with offices which are SEBI, multilateral and recategorised as bilateral development category II FPIs and financial institutions, registered with SEBI 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 sub- section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund set up by the Government of India, 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 Non-Banking Financial Companies. Terms of In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of Payment submission of their Bids(4) In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor Investors) or by the Sponsor Bank(s) through the UPI Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA Form. Mode of Only through the ASBA process (except for Anchor Investors). In case of UPI Bidders, ASBA process Bidding will include the UPI mechanism. * Assuming full subscription in the Offer 443(1) 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 and 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 Anchor 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 or part thereof will be permitted, subject to minimum allotment of ₹ 50 million per Anchor Investor. Anchor Investors must Bid for an amount of at least ₹ 100 million. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For further details, see “Offer Procedure” on page 445. (2) Subject to valid Bids being received at or above the Offer Price. The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 45 of the SEBI ICDR Regulations. The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received from them 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 Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Net 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. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for 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 Non-Institutional Bidders 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 Bidders in the other sub-category of Non-Institutional Bidders. 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 would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, please see “Terms of the Offer” on page 434. Eligible Employees Bidding in the Employee Reservation portion can Bid up to a Bid Amount of ₹ 0.50 million. However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹ 0.20 million. In the event of undersubscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The unsubscribed portion if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. For further details, please see “Terms of the Offer” on page 434. (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) Anchor Investors shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any positive difference between the Anchor Investor Allocation Price and the Offer Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. (5) Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 451 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. Note: Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make payment based on the Bid Amount, net of Employee Discount, if any, at the time of making a Bid. Eligible Employees bidding in the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, less the Employee Discount, if any, at the time of making a Bid. 444OFFER 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, 2013, the SCRA, the SCRR and the SEBI ICDR Regulations. 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. Investors should note that the details and process provided in the General Information Document should be read along with this section. 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; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) Designated Date; (viii) disposal of applications and electronic registration of bids; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions of Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund. Pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, (“T+3 Notification”) the final reduced timeline of T+3 days using the UPI Mechanism for applications by UPI Bidders has been made voluntary for public issues opening on or after September 1, 2023, and mandatory for public issues opening on or after December 1, 2023. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. The SEBI RTA Master Circular consolidated the aforementioned circulars (excluding SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant for RTAs. These provisions of these circulars, as amended, are deemed to form part of this Draft Red Herring Prospectus. The provisions of the 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, are also deemed to form part of this Draft Red Herring Prospectus. Further, the processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent applicable and not rescinded by the SEBI ICDR Master Circular. The Offer shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. The SEBI ICDR Master Circular has consolidated and rescinded the aforementioned circulars, to the extent they relate to the SEBI ICDR Regulations. The SEBI ICDR Master Circular has prescribed certain additional measures for streamlining the process of initial public offers and redressing investor grievances. Further, our Company, the Selling Shareholders and the BRLMs do not accept any responsibility for the completeness and accuracy of the information stated in this section and the General Information Document and are not liable for any amendment, modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the Prospectus. Our Company, the Selling Shareholders and the Syndicate do not accept any responsibility for any adverse occurrences consequent to the implementation of the UPI Mechanism for application in this Offer. 445In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum on the Bid Amount for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking, unless otherwise prescribed under applicable law. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to ₹ 0.50 million shall use the UPI Mechanism. Subsequently, pursuant to the SEBI ICDR Master Circular and the 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 (opening on or after September 1, 2022) shall be processed only after application monies are blocked in the bank accounts of investors (all categories). The Registrar and SCSBs will comply with any additional circulars or other Applicable Law, and the instructions of the BRLMs, as may be issued in connection with this circular. Accordingly, Stock Exchanges shall, for all categories of investors 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. Book Building Procedure The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation to QIBs on a proportionate basis, 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 them at or above the Anchor Investor Allocation Price. Further, 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. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Net Offer 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. The Equity Shares available for allocation to Non- Institutional Bidders under the Non-Institutional Portion, shall be subject to the following and in accordance with the SEBI ICDR Regulations: (i) one-third of the Non-Institutional Portion shall be reserved for applicants with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the Non-Institutional Portion shall be reserved for applicants 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 Non-Institutional Bidders. Further, up to [●] Equity Shares of face value of ₹ 1 each, aggregating up to ₹ [●] million shall be made available for allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price, net of the Employee Discount, if any. Under-subscription, if any, in any category except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories, at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange subject to applicable laws and the receipt of valid Bids at or above the Offer Price. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. 446Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline and submit confirmation of the unblock to the BRLMs and Registrar within the prescribed timelines 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. All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI. Our Company will be required to appoint from among the SCSBs as the Sponsor Banks 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. Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. NPCI through its circular NPCI/UPI/OC No. 127/ 2021-22 dated December 9, 2021, has enhanced the per transaction limit from ₹ 0.20 million to ₹ 0.50 million for applications using UPI Mechanism in initial public offerings. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the BRLMs. Electronic registration of Bids a) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the online facilities for the Book Building process on a regular basis before the closure of the Offer. b) On the Bid/ Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus. c) Only Bids that are uploaded on the Stock Exchanges’ platform are considered for allocation/Allotment. The Designated Intermediaries are given till 5:00 pm on the Bid/ Offer Closing Date to modify select fields uploaded in the Stock Exchanges’ platform during the Bid/ Offer Period after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing. d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids. 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 relevant Bidding Centers and at our Registered and Corporate Office. An electronic copy of the ASBA Form 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. For Anchor Investors, the Bid cum Application Forms will be available at the offices of the BRLMs. All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer. Anchor Investors are not permitted to participate in this Offer through the ASBA process. The UPI Bidders can Bid through the UPI Mechanism. 447UPI Bidders bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and Bid cum Application Forms submitted by UPI Bidders that do not contain the UPI ID are liable to be rejected. Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) must provide bank account details and authorisation by the ASBA account holder to block funds in their respective ASBA Accounts in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not contain such details are liable to be rejected. Retail Individual Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the Bid cum Application Form. Bids submitted by Retail Individual Bidders with any Designated Intermediary (other than SCSBs) without mentioning the UPI ID are liable to be rejected. Retail Individual Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI. Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centres only on ASBA Forms bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not bearing such specified stamp 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. Bidders, using the ASBA process to participate in the Offer, must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked therein. In order to ensure timely information to investors SCSBs are required to send SMS alerts to investors intimating them about the Bid Amounts blocked/unblocked. ASBA Bidders may submit the ASBA Form in the manner below: (i) RIBs (other than the RIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. (ii) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub- Syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. (iii) QIBs and NIBs (other than NIBs using the UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. In terms of the SEBI ICDR Master Circular and the SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular), all the ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. The circular is applicable for all categories of investors viz. Retail Individual Bidders, QIBs, Non-Institutional Bidders, and also for all modes through which the applications are processed. 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. The prescribed colour of the Bid cum Application Forms for various categories is as follows: Category Colour of Bid cum Application Form* Resident Indians including resident QIBs, Non-Institutional Bidders, Retail Individual [●] Bidders and Eligible NRIs applying on a non-repatriation basis Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs [●] and registered bilateral and multilateral institutions Anchor Investors [●] Eligible Employees Bidding in the Employee Reservation Portion [●] * Excluding electronic Bid cum Application Forms 448Notes: (1) Electronic Bid cum Application forms 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 will be made available at the offices of the BRLMs. (3) Bid cum Application Forms for Eligible Employees shall be available at the Registered and Corporate Office of our Company. In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms (except Bid cum Application Forms submitted by UPI Bidders Bidding using the UPI Mechanism) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Banks on a continuous basis through API integration to enable the Sponsor Banks to initiate a UPI Mandate Request to such UPI Bidders for blocking of funds. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded. The Sponsor Banks shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Banks, NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the issuer bank. The Sponsor Banks and the Bankers to the Offer shall provide the audit trail to the BRLMs for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the SEBI ICDR Master Circular and SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent not rescinded by the SEBI ICDR Master Circular. For all pending UPI Mandate Requests, the Sponsor Banks 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 of Bids shall be allowed in parallel during the Bid/Offer Period until the Cut-Off Time. The Sponsor Banks will undertake a reconciliation of Bid requests received from Stock Exchanges and sent to NPCI. Sponsor Banks and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis. The Sponsor Banks will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Banks will undertake final reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share consolidated reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars. The Sponsor Banks shall host web portals for intermediaries (closed user group) from the date of Bid/Offer Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Offer Bidding process. Participation by the Promoters, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the Syndicate Member and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate Member and Bids by Anchor Investors The BRLMs and the Syndicate Member shall not be allowed to purchase the Equity Shares in this Offer in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates 449of the BRLMs and the Syndicate Member may Bid for Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis 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. In terms of SEBI ICDR Regulations, no BRLMs or its respective associates can apply in the Offer under the Anchor Investor Portion, except Mutual Funds sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies and family offices which are associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs. Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Managers” 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. Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer, except in accordance with the applicable law. Further, any person related to the Promoters or members of the Promoter Group shall not apply in the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of the Promoter or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to the Promoters or Promoter Group of our Company. Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum Application Form. Failing this, our Company, in consultation with BRLMs, reserves the right to reject any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with the SEBI. In case of Bids in respect of more than one scheme of a Mutual Fund, the Bids shall clearly indicate the scheme for which the Bid is submitted and such Bids will not be treated as multiple Bids, provided that such Bids clearly indicate the scheme for which the Bid is submitted. 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 scheme. 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 offices of the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs Bidding on a repatriation basis should authorise their SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non- Resident External (“NRE”) Account, or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs bidding on a non-repatriation basis by using resident forms should authorise their SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid amount, at the time of submission of the Bid cum Application Form. Participation of Eligible NRIs in the Offer shall be subject to the FEMA regulations. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In accordance with the FEMA NDI 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 450value 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. Pursuant to the special resolution dated August 11, 2025, by the Shareholders, the aggregate ceiling of 10% was raised to 24% of the paid-up equity capital of our Company. Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non- Residents ([●] in colour). Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 468. 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 as follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs may be considered at par with Bids from individuals. Bids by FPIs 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 SEBI FPI Regulations, investments by FPIs in the Equity Shares is subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple entities registered as foreign portfolio investors and directly or indirectly, having common ownership of more than 50% or common control)) shall be below 10% of our post-Offer Equity Share capital on a fully diluted basis. In case the total holding of an FPI or investor group increases beyond 10% of the total paid- up Equity Share capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%, under the automatic route). In terms of the FEMA NDI Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents ([●] in colour). To ensure compliance with the above requirement, SEBI, pursuant to the master circular with reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, 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 FPI investor group who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by SEBI from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative instruments (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 if it complies with the following conditions: (a) such offshore derivative instruments are issued only by persons registered as Category I FPIs; 451(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified by SEBI; and (d) such other conditions as may be specified by SEBI from time to time. An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI Regulations (as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred, are pre-approved by the FPI. Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids and are liable to be rejected: • FPIs which utilise the multi investment manager structure in accordance with the SEBI master circular bearing reference number EBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, to facilitate implementation of SEBI FPI Regulations (such structure “MIM Structure”) provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs; • 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. 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. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected. MIM Bids by an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and indicate the name of their respective investment managers in such confirmation. In the absence of such compliance from the relevant FPIs with the operational guidelines for FPIs and designated Depository Participants issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected. FPIs must ensure that any Bid by a single FPI and / or an investor group (which means the same multiple entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary derivative instruments) 452for 10% or more of our total paid-up post Offer Equity Share capital on a fully diluted basis shall be liable to be rejected. Participation of FPIs in the Offer shall be subject to the FEMA NDI Rules. There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other categories for the purpose of allocation. Bids by SEBI registered alternative investment funds, venture capital funds and foreign venture capital investors The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (the “SEBI AIF Regulations”) prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, VCFs which have not re- registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 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 Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended (“SEBI FVCI Regulations”) prescribe the investment restrictions on FVCIs. The category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A category III AIF cannot invest more than 10% of its investible funds in one investee company. An FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which includes subscription to an initial public offering of a venture capital undertaking or an investee company (as defined under the SEBI AIF Regulations) whose shares are proposed to be listed. Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA NDI Rules. All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof. Bids by banking companies In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee 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 thereof, subject to applicable law. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949 (the “Banking Regulation Act”), and Master Direction – 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 or 10% of the bank’s own paid-up share capital and reserves, as per the last audited balance sheet or a subsequent balance sheet, whichever is less. Further, the aggregate equity investment in subsidiaries and other entities engaged in financial and non-financial services company, including overseas investments, cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee company if: (a) the investee company is engaged in non-financial activities in which banking companies are permitted to engage under the Banking Regulation Act or (b) the additional acquisition is through restructuring of debt/corporate debt 453restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments made to a company, provided that the bank is required to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30% of the paid-up share capital of the investee company, investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended. Bids by SCSBs SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular and the SEBI circulars dated September 13, 2012, and January 2, 2013, to the extent not rescinded by the SEBI ICDR Master Circular). Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for such Bids. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 (“IRDA Investment Regulations”) read with the Investments – Master Circular issued by the IRDAI on October 27, 2022, and are based on investments in the equity shares of a company, the entire group of the investee company and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDA Investment Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time. The exposure norms for insurers, prescribed under the IRDA Investment Regulations, are broadly set forth below: a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or health insurer; b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the investment assets in all companies belonging to the group, whichever is lower; and c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower. The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the case may be. *The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment assets of ₹ 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with investment assets of ₹ 500,000 million or more but less than ₹ 2,500,000 million. Bids by Systemically Important Non-Banking Financial Companies In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s) and such other approval as may be required by the NBFC-SI, 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. NBFC-SI 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. 454Bids under Power of Attorney In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, Eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum corpus of ₹ 250 million (subject to applicable laws) and pension funds registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013 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, reserves 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, reserves the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions that our Company, in consultation with the BRLMs, may deem fit, without assigning any reasons thereof. Bids by provident funds/pension funds In case of Bids made by provident funds/pension funds, subject to applicable laws, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid, without assigning any reason therefor. Bids by Eligible Employees Bids under Employee Reservation Portion by Eligible Employees shall be: a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. [●] colour form). b) The Bid must be for a minimum of [●] Equity Shares of face value of ₹ 1 each and in multiples of [●] Equity Shares thereafter so as to ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹ 0.50 million (net of Employee Discount, if any). However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid amounting up to ₹ 0.20 million (net of Employee Discount, if any). In the event of any under- subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees, who have bid in excess of ₹ 0.20 million (net of Employee Discount, if any), provided however that the maximum Bid in this category by an Eligible Employee cannot exceed ₹ 0.50 million (net of Employee Discount, if any). c) Only Eligible Employees (as defined in this Draft Red Herring Prospectus) would be eligible to apply in this Offer under the Employee Reservation Portion. d) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. e) Only those Bids, which are received at or above the Offer Price net of Employee Discount, if any, would be considered for Allotment under this category. f) Eligible Employees can apply at Cut-off Price. g) Eligible Employees bidding in the Employee Reservation Portion may Bid either through the UPI mechanism or ASBA (including syndicate ASBA). h) In case of joint bids, the First Bidder shall be an Eligible Employee. 455i) If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Offer Price, full allocation shall be made to the Eligible Employees to the extent of their demand. j) Eligible Employees should mention their employee number at the relevant place in the Bid cum Application Form or Revision Form. Allotment in the Employee Reservation Portion will be as detailed in the section “Offer Structure” on page 441. In case of under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted from the Employee Reservation Portion subject to the Net Offer constituting 10% of the post-Offer share capital of our Company. If the aggregate demand in this category is greater than [●] Equity Shares at or above the Offer Price, the allocation shall be made on a proportionate basis. Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section the key terms for participation by Anchor Investors are provided below. (a) Anchor Investor Application Forms to be made available for the Anchor Investor Portion at the offices of the BRLMs. (b) The Bids are required to 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. (c) One-third of the Anchor Investor Portion is reserved for allocation to domestic Mutual Funds subject to valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price. (d) Bidding for Anchor Investors will open one Working Day before the Bid / Offer Opening Date, and will be completed on the same day. (e) Our Company, in consultation with the BRLMs, will finalise allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion is not less than: • maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹ 100 million; • 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 • 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. (f) Allocation to Anchor Investors is required to be completed on the Anchor Investor Bid / Offer Period. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation will be made, is required to be made available in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock Exchanges. (g) Anchor Investors can not withdraw or lower the size of their Bids at any stage after submission of the Bid. (h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors 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 Allocation Price shall still be the Anchor Investor Office Price. 456(i) 50% Equity Shares allotted to Anchor Investors shall be locked–in for a period of 90 days from the date of Allotment, whereas, the remaining 50% shall be locked-in for a period of 30 days from the date of Allotment. (j) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which are associates of the BRLMs or insurance companies promoted by entities which are associates of BRLMs or AIFs sponsored by the entities which are associates of the BRLMs or FPIs, other than individuals, corporate bodies and family offices which are associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs) can apply in the Offer under the Anchor Investor Portion. (k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered as multiple Bids. (l) For more information, see the General Information Document. The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders (severally and not jointly) and the Book Running Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus, when filed. Bidders are advised to make their independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under applicable laws or regulation and as specified in the Red Herring Prospectus, when filed. In accordance with RBI regulations, OCBs cannot participate in the Offer. Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated / Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Selling Shareholders and/or the 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 Draft Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. In the event of an upward revision in the Price Band, RIBs who had Bid at Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band (such that the total amount i.e. original Bid Amount plus additional payment does not exceed ₹ 200,000 with respect to RIBs if the Bidder wants to continue to Bid at Cut-off Price). The revised Bids must be submitted to the same Designated Intermediary to whom the original Bid was submitted. If the total amount (i.e. the original Bid Amount plus additional payment) exceeds ₹ 200,000 with respect to RIBs, the Bid will be considered for allocation under the Non-Institutional Portion. If, however, the Retail Individual Bidder does not either revise the Bid or make additional payment and the Offer Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the Retail Individual Bidder and the Retail Individual Bidder is deemed to have approved such revised Bid at Cut-off Price. 457In the event of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off Price may revise their Bid; otherwise, the excess amount paid at the time of Bidding would be unblocked after Allotment is finalised. Any revision of the Bid shall be accompanied by instructions to block the incremental amount, if any, to be paid on account of the upward revision of the Bid. Pre-Offer and Price Band 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 [●], a widely circulated English national daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper and all editions of [●], a widely circulated Konkani daily newspaper, Konkani also being the regional language of Goa, 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, as applicable, as well as the Price Band decided by our Company in consultation with the BRLMs. 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 The Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer, before 9 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, provided such final listing and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. If the final listing and trading approval from all the Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the Equity Shares are proposed to be listed, then the Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer, following the receipt of final listing and trading approval from all the Stock Exchanges. Our Company, the BRLMs and the Registrar shall publish an allotment advertisement not later than one day after the date of commencement of trading, disclosing the date of commencement of trading in all editions of all editions of [●], a widely circulated English national daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper and all editions of [●], a widely circulated Konkani daily newspaper, Konkani also being the regional language of Goa, where our Registered and Corporate Office is located. Signing of Underwriting Agreement and filing of Prospectus with the RoC Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement prior to the filing of the Prospectus with the RoC. After signing the Underwriting Agreement, our Company will file the Prospectus with the RoC. The Prospectus will have details of the Offer Price, Anchor Investor Offer Price, Offer size and underwriting arrangements and will be complete in all material respects. General Instructions Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise or withdraw their Bid(s) until the Bid/ Offer Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date. Do’s: 1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals; 2. All Bidders (other than Anchor Investors) should submit their Bids using the ASBA process only; 4583. Ensure that you have Bid within the Price Band; 4. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA account belongs to you and no one else. UPI Bidders using the UPI Mechanism must mention their correct UPI ID and shall use only his/her own bank account which is linked to such UPI ID and not the bank account of any third party; 5. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries; 6. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019, or in the list as updated on the SEBI website from time to time. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected; 7. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; 8. Ensure that the details about the PAN, DP ID, 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. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate, Sub-Syndicate Members, Registered Brokers, RTA or CDP; 10. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application Form; 11. Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and not with any other Designated Intermediary; 12. Ensure that they have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, 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 Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; 13. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; 14. 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; 15. Bidders should ensure that they receive the Acknowledgment slip or the acknowledgement number duly signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application Form; 16. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries; 17. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid 459was placed and obtain a revised acknowledgment; 18. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) any other category of Bidders, including without limitation, multilateral/ bilateral institutions, which may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; 19. Ensure that the Demographic Details are updated, true and correct in all respects; 20. 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; 21. Ensure that the correct category and the investor status is indicated in the Bid cum Application Form to ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges; 22. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant documents, including a copy of the power of attorney, are submitted; 23. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws; 24. UPI Bidders Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner; 25. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN available in the Depository database, then such Bids are liable to be rejected; 26. However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs. 27. 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; 28. In case of QIBs and NIBs (not using UPI mechanism), ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in) or such other websites as updated from time to time; 29. Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form, or have otherwise provided an authorization to the SCSB or the Sponsor Banks, as applicable via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the 460Bid cum Application Form at the time of submission of the Bid; 30. UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, the UPI Bidders shall be deemed to have verified the attachment containing the application details of the UPI Bidders Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Banks to issue a request to block the Bid Amount mentioned in the Bid Cum Application Form in his/her ASBA Account; 31. UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single account) and of the First Bidder (in case of joint account) in the Bid cum Application Form; 32. UPI Bidders Bidding using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in his/her account and subsequent debit of funds in case of allotment in a timely manner; 33. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidders ASBA Account; 34. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs. 35. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m. on the Bid/ Offer Closing Date. 36. The ASBA bidders shall ensure that bids above ₹ 0.50 million, are uploaded only by the SCSBs; 37. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes notification dated February 13, 2020, and press releases dated June 25, 2021, September 17, 2021 and March 28, 2023, and any subsequent press releases in this regard. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices, which are recategorized as category II FPI and registered with SEBI, 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. 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 on the SEBI website in terms of the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected. Don’ts: 1. Do not Bid for lower than the minimum Bid size; 2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price; 3. Do not Bid for a Bid Amount exceeding ₹ 0.20 million (for Bids by RIBs) and ₹ 0.50 million (net the Employee Discount, if any) for Bids by Eligible Employees Bidding in the Employee Reservation Portion; 4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary; 5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by 461stock invest; 6. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only; 7. Bids by HUFs not mentioned correctly as provided in “– Bids by HUFs” on page 451; 8. Anchor Investors should not Bid through the ASBA process; 9. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding Centers; 10. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; 11. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary; 12. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); 13. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer/Issue size and/ or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations or under the terms of the Red Herring Prospectus; 14. If you are a Non-Institutional Bidder or a Retail Individual Bidder, do not submit your Bid (physical applications) after 1.00 pm on the Bid/Offer Closing Date; 15. If you are a QIB or an NIB, do not submit your Bid after 4.00 p.m. on the Bid / Offer Closing Date. If you are an RIB, or applying under other reserved categories do not submit your Bid after 5.00 p.m. on the Bid / Offer Closing Date; 16. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; 17. If you are a UPI Bidder and are using UPI mechanism, do not submit more than one Bid cum Application Form for each UPI ID 18. Do not submit the General Index Register (GIR) number instead of the PAN; 19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; 20. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI Mechanism, in the UPI-linked bank account where funds for making the Bid are available; 21. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders or Eligible Employees Bidding in the Employee Reservation Portion can revise or withdraw their Bids until the Bid / Offer Closing Date; 22. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of Bidder; 23. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations; 46224. 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; 25. 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; 26. 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); 27. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application and/or UPI handle that is not listed on the website of SEBI; 28. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; 29. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any Bids above ₹ 0.50 million; 30. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category; 31. Anchor Investors shall not bid through the ASBA Process; 32. Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company; 33. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in case of Bids submitted by UPI Bidders using the UPI Mechanism); and 34. Do not Bid if you are an OCB. For helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular and the SEBI circular bearing reference number 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), see “General Information – Book Running Lead Managers” on page 95. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. 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 could be rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Banks); 6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 4637. Bids submitted without the signature of the First Bidder or sole Bidder; 8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 9. 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; 10. Bids by OCBs 11. GIR number furnished instead of PAN; 12. Bids by RIBs with Bid Amount of a value of more than ₹ 200,000 (net of retail discount); 13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 14. Bids accompanied by stock invest, cheque(s), demand draft(s), money order, postal order or cash; and 15. Bids uploaded by QIBs and by Non-Institutional Bidders after 4.00 pm on the Bid/ Offer Closing Date, and Bids by RIBs and UPI Bidders uploaded after 5.00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchanges. In case of any pre-Offer or post Offer related issues regarding demat credit/refund orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the Company Secretary and Compliance Officer and the Registrar, see “General Information” on page 93. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated in accordance with applicable law. Further, Investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular, and SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, each to the extent not rescinded by the SEBI ICDR Master Circular. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorised employees of the Designated Stock Exchange and the Company, 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 Offer through the Red Herring 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. The allotment of Equity Shares to Bidders other than to the Retail Individual Bidders, Non-Institutional Bidders 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 Retail Individual Bidder shall not be less than the minimum bid lot, subject to the availability of shares in Retail Individual Bidder portion, and the remaining available shares, if any, shall be allotted on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non- Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non- Institutional Portion shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-thirds of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category of Non-Institutional Bidders. 464The allotment to each Non-Institutional Bidder shall not be less than the minimum application size for Non- Institutional Bidders, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. Payment into Escrow Account(s) for Anchor Investors Our Company, 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. Anchor Investors are not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Accounts. The payment instruments for payment into the Escrow Accounts 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 between our Company, the Selling Shareholders, the Syndicate, the Bankers to the Offer and the Registrar to the Offer to facilitate collections from Anchor Investors. Undertakings by our Company Our Company undertakes the following: (i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily; (ii) that if the 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, failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period; (iii) that all steps will be taken 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 within three Working Days of the Bid/Offer Closing Date or such other time as may be prescribed by SEBI; (iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar to the Offer by our Company; (v) 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; (vi) that if our Company or the Selling Shareholders do not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the reason thereof shall be given as a public notice within two days of the Bid / Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; (vii) that if our Company, in consultation with the BRLMs, withdraws the Offer after the Bid / Offer Closing Date, our Company shall be required to file a fresh draft offer document with SEBI, in the event our Company and/or the Selling Shareholders subsequently decide to proceed with the Offer thereafter; (viii) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor Investor Application Form from Anchor Investors; 465(ix) that minimum promoters’ contribution shall be brought in advance before the Bid / Offer Opening Date; (x) that, except for the allotment of Equity Shares pursuant to the Fresh Issue and to employees of our Company pursuant to any exercise of stock options that may be granted under the ESOP Scheme, no further issue of specified securities shall be made until the Equity Shares issued or offered through the Red Herring Prospectus are listed or until the Bid monies are refunded/unblocked in the ASBA Accounts on account of non-listing, under-subscription etc; and (xi) compliance with all disclosure and accounting norms as may be specified by SEBI from time to time. Undertakings by the Selling Shareholders Each of the Selling Shareholders, severally and not jointly undertake and/or confirm the following in respect to itself and its respective portion of the Offered Shares: (i) the Equity Shares offered by it in the Offer for Sale have been held by the Selling Shareholders for a period of at least one year prior to the filing of this Draft Red Herring Prospectus and are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations and shall be in dematerialized form at the time of transfer; (ii) they are the legal and beneficial holder and have full title to their respective portion of the Offered Shares; (iii) they shall provide reasonable support and cooperation as required or requested by our Company and/ or the BRLMs for the purpose of redressal of investor grievances, solely in relation to itself or its respective portion of the Offered Shares; (iii) they shall provide reasonable cooperation to our Company in relation to their respective portion of the Offered Shares, (a) for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges, and / or (b) refund orders (if applicable); (iv) their respective portion of the Offered Shares are fully paid and are in dematerialized form; (v) they shall deposit their respective portion of the Offered Shares in an escrow demat account in accordance with the Share Escrow Agreement; (vi) they shall not 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 in the Offer, except for fees or commission for services rendered in relation to the Offer as contemplated in the Offer related agreements; (vii) their respective portion of the Offered Shares are free and clear of any encumbrances and shall be transferred to the Bidders free and clear of encumbrance; and (viii) they shall not have recourse to the proceeds from the Offer for Sale of their respective portion of the Offered Shares, which shall be held in escrow in favour of the respective Selling Shareholders until the final listing and trading approvals from all the Stock Exchanges have been obtained by our Company. Utilisation of Offer Proceeds Our Board certifies that: • all monies received out of the Offer shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act; • details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of the Offer proceeds remains unutilized, under an appropriate head in the balance sheet of our Company indicating the purpose for which such monies have been utilized; and • details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate 466head in the balance sheet indicating the form in which such unutilized monies have been invested. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below: “Any person who – (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹ 1 million or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹ 1 million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹ 5 million or with both. 467RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries / departments are responsible for granting approval for foreign investment. The Government of India has from time to time made policy pronouncements on FDI through press notes and press releases. The DPIIT, issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”), which, with effect from October 15, 2020, consolidated and supersedes all previous press notes, press releases, clarifications, circulars issued by the DPIIT, which were in force prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. The transfer of shares between an Indian resident and a Non-Resident does not require the prior approval of the RBI, provided that: (i) the activities of the investee company are under the automatic route under the 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. On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA NDI Rules, which had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India) Regulations 2017. Foreign investment in this Offer shall be on the basis of the FEMA NDI Rules. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, will require prior approval of the Government of India, as prescribed in the Consolidated FDI Policy and the FEMA NDI Rules. In the event such prior 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. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction / purview, such subsequent change in the beneficial ownership will also require approval of the Government of India. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank of fund in India. These investment restrictions shall also apply to subscribers of offshore derivative instruments. As per the FDI Policy, FDI in companies engaged in the manufacturing of medical devices is permitted up to 100% of the paid-up share capital of such company under the automatic route. As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For further details, see “Offer Procedure” on page 445. The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in “offshore transactions” as defined in and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be 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. 468The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations, seek independent legal advice about its ability to participate in the Offer and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations. 469SECTION XI – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION MOLBIO DIAGNOSTICS LIMITED Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our Company. The main provisions of the Articles of Association of our Company are detailed below. No material clause of the Articles of Association having a bearing on the Offer has been omitted from disclosure in this Draft Red Herring Prospectus. PART A 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 the Molbio Diagnostics Limited (the "Company") held on August 22, 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. The Articles of Association of the Company comprise of two parts, Part A and Part B, which parts shall, unless the context otherwise requires, co-exist with each other until the commencement of the listing of equity shares of the Company pursuant to the initial public offering of the equity shares of the Company (“Listing”) (the "Offer" of the ”Equity Shares” of the Company). 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 Listing. All articles of Part B shall automatically terminate, without any further corporate or other action by the Company or by its shareholders, and cease to have any force and effect from the 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 the Company or by its shareholders. PART — I PRELIMINARY 1. The regulations contained in Table F of Schedule I of the Companies Act, 2013, as amended and the exemptions (from time to time) granted, issued or notified by any governmental authority shall apply to the Company so far as they are applicable to a public company, and to the extent not inconsistent with these Articles. 2. The regulations for the management of the Company and for the observance by the members thereto and their representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the deletion or alteration of or addition to its regulations by resolution as prescribed or permitted by the Companies Act, 2013, as amended from time to time, be such as are contained in these Articles. DEFINITIONS AND INTERPRETATION 3. In these Articles, the following words and expressions, unless repugnant to the subject, shall mean the following: "Act" means the Companies Act, 2013 and the rules enacted or any statutory modification or re-enactment thereof for the time being in force and the term shall be deemed to refer to the applicable section thereof which is relatable to the relevant Article in which the said term appears in these Articles and any previous company law, so far as may be applicable. "Annual General Meeting" means the annual general meeting of the holders of Equity Shares of the Company convened and held in accordance with the Act. "Articles of Association" or "Articles" mean these articles of association of the Company, as may be altered from time to time in accordance with the Act. "Board" or "Board of Directors" means the board of directors of the Company in office at applicable times. "Company" means Molbio Diagnostics Limited, a company incorporated under the laws of India. 470"Depository" means a depository, as defined in clause (e) of sub-section (1) of Section 2 of the Depositories Act, 1996 and a company formed and registered under the Companies Act, 2013 and which has been granted a certificate of registration under sub section (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992. "Director’ shall mean any director of the Company, including alternate directors, independent directors and nominee directors appointed in accordance with and the provisions of these Articles. "Equity Shares" shall mean the issued, subscribed and fully paid-up equity shares of the Company of Rs. 1 (Rupees 1 only) each or any other issued Share Capital of the Company that is reclassified, reorganized, reconstituted or converted into equity shares; "Exchange" shall mean BSE Limited and the National Stock Exchange of India Ltd. "Extraordinary General Meeting" means an extraordinary general meeting of the Company convened and held in accordance with the Act; "General Meeting" means any duly convened meeting of the shareholders of the Company and any adjournments thereof; "Member" means the duly registered holder from time to time, of the shares of the Company and includes the subscribers to the Memorandum of Association and in case of shares held by a Depository, the beneficial owners whose names are recorded as such with the Depository; "Memorandum" or "Memorandum of Association" means the memorandum of association of the Company, as may be altered from time to time; "Office" means the registered office, for the time being, of the Company; "Officer’ shall have the meaning assigned thereto by the Act; "Ordinary Resolution” shall have the meaning assigned thereto by the Act; "Register of" Members" or "Register" means the register of members to be maintained pursuant to the provisions of the Act and the register of beneficial owners pursuant to Section 11 of the Depositories Act, 1996, in case of shares held in a Depository; and "Special Resolution" shall have the meaning assigned thereto by the Act. 4. Except where the context requires otherwise, these Articles will be interpreted as follows: a. headings are for convenience only and shall not affect the construction or interpretation of any provision of these Articles. b. where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings; c. words importing the singular shall include the plural and vice versa; d. all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders; e. the expressions "hereof", "herein" and similar expressions shall be construed as references to these Articles as a whole and not limited to the particular Article in which the relevant expression appears; f. the ejusdem generis (of the same kind) rule will not apply to the interpretation of these Articles. Accordingly, include and including will be read without limitation; 471g. any reference to a person includes any individual, firm, corporation, hindu undivided family, society, partnership, company, trust, association, joint venture, government (or agency or political subdivision thereof) or other entity of any kind, whether or not having separate legal personality. ‘A reference to any person in these Articles shall, where the context permits, include such person's executors, administrators, heirs, legal representatives and permitted successors and assigns; h. a reference to any document (including these Articles) is to that document as amended, consolidated, supplemented, novated or replaced from time to time; i. references made to any provision of the Act shall be construed as meaning and including the references to the rules and regulations made in relation to the same by the Ministry of Corporate Affairs. The applicable provisions of the Companies Act, 1956 shall cease to have effect from the date on which the corresponding provisions under the Companies Act, 2013 have been notified. j. a reference to a statute or statutory provision includes, to the extent applicable at any relevant time: i. that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision; and ii. any subordinate legislation or regulation made under the relevant statute or statutory provision; k. references to writing include any mode of reproducing words in a legible and nans transitory form; l. references to Rupees, Re., Rs., INR, ₹ are references to the lawful currency of India; m. In the event any of the provisions of the Articles are contrary to the provision of the Act and the Rules, the provisions of the Act and Rules will prevail; and n. capitalised terms used in any part of these articles of association, to the extent not inconsistent with the context thereof of otherwise defined herein, shall have the same meaning as ascribed to such representative terms in the restated shareholders agreement dated August 16, 2022, as amended. SHARE CAPITAL AND VARIATION OF RIGHTS 5. AUTHORISED SHARE CAPITAL The authorised share capital of the Company shall be such amount, divided into such class(es), denomination(s) and number of shares in the Company as may from time to time be stated in Clause V of the Memorandum of Association, with power to increase or reduce such capital from time to time and power to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, convertible, deferred, qualified, or other special rights, privileges, conditions or restrictions and to vary, modify or abrogate the same in such manner as may be determined by or in accordance with the Articles of the Company, subject to the provisions of applicable law for the time being in force. 6. NEW CAPITAL PART OF THE EXISTING CAPITAL Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise. 7. KINDS OF SHARE CAPITAL The Company may issue the following kinds of shares in accordance with these Articles, the Act and other applicable laws: a) Equity share capital: i. with voting rights; and/or 472ii. with differential rights as to dividend, voting or otherwise in accordance with the Act; and b) Preference Share capital (as defined in Section 43 of the Act). All Equity Shares shall be of the same class and shall be alike in all respects and the holders thereof shall be entitled to identical rights and privileges including without limitation to identical rights and privileges with respect to dividends, voting rights, and distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company. 8. SHARES AT THE DISPOSAL OF THE DIRECTORS Subject to the provisions of Section 62 of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Board of Directors who may issue, allot or otherwise dispose of all or any of such shares to such persons, in such proportion and on such terms and conditions and either at a premium or at par or at a discount (subject to compliance with Section 52 and 53 and other provisions of the Act) and at such time as they may from time to time think fit and with the sanction of the Company in General Meeting give to any person the option or right to call for any shares either at par or at a premium during such time and for such consideration as the Board of Directors think fit. Provided that, the option or right to call for Shares shall not be given to any Person or Persons without the sanction of the Company in a General Meeting. 9. CONSIDERATION FOR ALLOTMENT Subject to the provisions of Section 62 of the Act and these Articles, the Board of Directors may issue and allot shares of the Company as payment in full or in part, for any property purchased by the Company or in respect of goods sold or transferred or machinery or appliances supplied or for services rendered to the Company in the acquisition and/or in the conduct of its business; and any shares which may be so allotted may be issued as fully paid up shares and if so issued shall be deemed as fully paid up shares. Provided that, the option or right to call for shares shall not be given to any person or persons without the sanction of the Company in a General Meeting. As regards all allotments, from time to time made, the Board shall duly Comply with Sections 23 and 39 of the Act, as the case may be. 10. SUB-DIVISION, CONSOLIDATION AND CANCELLATION OF SHARES Subject to the provisions of Section 61 of the Act and these Articles, the Company in its General Meetings may, by an Ordinary Resolution, from time to time: (a) increase the share capital by such sum, to be divided into shares of such amount as it thinks expedient; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; provided that any consolidation and division which results in changes in the voting percentage of Members shall require applicable approvals under the Act; (c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination. (d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and (e) cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; 11. FURTHER ISSUE OF SHARES (1) Where at any time the Board or the Company, as the case may be, propose to increase the subscribed capital by the issue of further shares then such shares shall be offered, subject to the provisions of section 42 and section 62 of the Act, and the rules made thereunder: 473(A) to the persons who at the date of the offer are holders of the Equity Shares of the Company, in proportion as nearly as circumstances admit, to the paid- up share capital on those shares by sending a letter of offer subject to the conditions mentioned in (ii) to (iv) below; (i) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days or such lesser number of days as may be prescribed under the Act or the rules made thereunder, or other applicable law and not exceeding thirty days from the date of the offer, within which the offer if not accepted, shall be deemed to have been declined. Provided that the notice shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue; (ii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in sub-clause (ii) shall contain a statement of this right; (iii) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that the person declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the Members and the Company; (B) to employees under any scheme of employees' stock option subject to Special Resolution passed by the Company and subject to the rules and such other conditions, as may be prescribed under applicable law; or (C) to any Persons, if authorized by a Special Resolution, whether or not those Persons include the Persons referred to in clause (A) or clause (B), either for cash or for a consideration other than cash, in accordance with applicable Law. (b) Nothing in sub-clause (iii) above shall be deemed: (i) To extend the time within which the offer should be accepted; or (ii) To authorise any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the Shares compromised in the renunciation. (c) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the Debentures issued or loans raised by the Company to convert such Debentures or loans into Shares in the Company. Provided that the terms of the issue of such Debentures or loan containing such an option have been approved before the issue of such Debentures or the raising of loan by a special resolution passed by the Members of the Company in a general meeting. A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the Rules; and (D) A further issue of shares shall be offered to any persons, if authorized by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed. (2) Not withstanding anything contained in sub-section (1), where any debentures have been issued, or loan has been obtained from any Government by a company, and if that Government considers it necessary in the 474public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such conversion: Provided that where the terms and conditions of such conversion are not acceptable to the company, it may, within sixty days from the date of communication of such order, appeal to the Tribunal which shall after the company and Government pass such order as it deems tit. (3) In determining the terms and conditions of conversion under sub-section (4), the Government shall have due regard to the financial position of the company, the terms of issue of debentures or loans, as the case may be, the rate of interest payable on such debentures or loans and such other matters as it may consider necessary. (4) Where the Government has, by an order made under sub-section (4), directed that any debenture or loan or any part thereof shall be converted into shares in a company and where no appeal has been preferred to the Tribunal under sub-section (4) or where such appeal has been dismissed, the memorandum of such company shall, stand altered and the authorized share capital of such company shall stand increased by an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been converted into. 12. RIGHT TO CONVERT LOANS INTO CAPITAL Notwithstanding anything contained in sub-clauses(s) of Article 11 above, but subject, however, to the provisions of the Act, the Company may increase its subscribed capital on exercise of an option attached to the debentures or loans raised by the Company to convert such debentures or loans into shares or to subscribe for shares in the Company, in accordance with the terms of such debentures or loans. Provided that the terms of the issue of such debentures or loan containing such an option have been approved before the issue of such debentures or the raising of loan by a special resolution passed by the company in a general meeting. 13. ISSUE OF FURTHER SHARES NOT TO AFFECT RIGHTS OF EXISTING MEMBERS 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. 14. ALLOTMENT ON APPLICATION TO BE ACCEPTANCE OF SHARES Any application signed by or on behalf of an applicant for shares in the Company followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register of Members, shall, for the purpose of these Articles, be a Member. 15. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT The Board shall observe the restrictions as regards allotment of shares to the public contained in the Act, and as regards return on allotments, the Directors shall comply with applicable provisions of the Act. 16. MONEY DUE ON SHARES TO BE A DEBT TO THE COMPANY The money (if any) which the Board shall, on the allotment of any shares being made by the Company, require or direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by the Company, shall immediately on the inscription of the name of allottee in the Register as the name of the holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly as per the terms prescribed by the Board. 17. INSTALLMENTS ON SHARES If, by the conditions of allotment of any shares, whole or part of the amount or issue price thereof shall he payable 475by installments, every such installment shall, when due, be paid to the Company by the person who, for the time being and from time to time, shall be the registered holder of the share or his legal representative. 18. MEMBERS OR HEIRS TO PAY UNPAID AMOUNTS Every Member or his heirs, executors or administrators shall pay to the Company the portion of the capital represented by his share or shares which may, for the time being remain unpaid thereon, in such amounts, at such time or times and in such manner as the Board shall from time to time, in accordance with these Articles and the Act require or fix for the payment thereof. 19. VARIATION OF SHAREHOLDERS' RIGHTS (a) If at any time the share capital of the Company is divided into different classes of shares, the rights attached to the shares of any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to Section 48 of the Act, as the case may be, and whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourth of the issued shares of that class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the issued shares of that class, as prescribed by the Act. (b) Subject to the provisions of the Act, to every such separate meeting, the provisions of these Articles relating to meeting shall mutatis mutandis apply. 20. PREFERENCE SHARES (a) Redeemable Preference Shares The Company, Subject to the applicable provisions of the Act and the consent of the Board, shall have the power to issue on a cumulative or non-cumulative basis, preference shares liable to be redeemed in any manner permissible under the Act, and the Board may, subject to the applicable provisions of the Act, exercise such power in any manner as they deem fit and provide for redemption of such shares on such terms including the right to redeem at a premium or otherwise as they deem fit. (b) Convertible Redeemable Preference Shares The Company, subject to the applicable provisions of the Act and the consent of the Board, shall have power to issue on a cumulative or non-cumulative basis convertible redeemable preference shares liable to be redeemed or converted in any manner permissible under the Act and the Directors may, subject to the applicable provisions of the Act, exercise such power as they deem fit and provide for redemption at a premium or otherwise and/or conversion of such shares into such securities on such terms as they may deem fit. Provided that the term “Preference Shares” in this Article has the same meaning as defined in explanation (ii) to section 43 of the Act. 21. AMALGAMATION Subject to provisions of these Articles, the Company shall have the power to make compromise or make arrangements with creditors and Members, consolidate, demerge, amalgamate or merge with other company or companies subject to the provisions of the Act and any other applicable law. ISSUE OF SHARES 22. Every person whose name is entered as a member in the register of members shall be entitled to receive shares in dematerialized form in accordance with Act SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Depositories and Participants) Regulations, 2018 and other applicable law for the time being in force. Any member who subscribes to any shares of the company (whether by way of private placement or preferential 476issue or bonus shares or rights offer) shall ensure that all his existing shares are held in dematerialized form before such subscription. Further, the company shall issue the shares only in dematerialized form. 23. Issue of shares in dematerialized form in case the share certificate is defaced, lost or Destroyed If any share certificate be worn out, defaced, mutilated or torn, then upon production and surrender thereof to the Company, it shall issue shares in lieu of the same in dematerialized form, 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, shares in lieu thereof shall be given in dematerialized form. The provisions of the foregoing Articles relating to issue of shares shall mutatis mutandis apply to issue of certificates for any other securities including debentures (except where the Act otherwise requires) of the Company, Every certificate under this Article shall be issued on payment of twenty rupees far each certificate. Every certificate under the article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided that, notwithstanding what is stated above, the Directors shall comply with such rules or regulations or requirements of any stock exchange or the rules made under the Act or the rules made under the Securities Contracts (Regulation) Act, 1956 or any other Act or rules applicable in this behalf. UNDERWRITING & BROKERAGE 24. COMMISSION FOR PLACING SHARES, DEBENTURES, ETC. (a) Subject to the provisions of Section 40 (6) Act and other applicable laws, the Company may at any time pay a commission to any person in consideration for subscribing or agreeing to subscribe (whether absolutely or conditionally) to any shares or debentures of the Company or underwriting or procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares or debentures of the Company and provisions of the Act shall apply. (b) The rate or amount of the commission shall not exceed the rate or amount prescribed in the Act. (c) The Company may also, in any issue, pay such brokerage as may be lawful. (d) 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. LIEN 25. COMPANY'S LIEN ON SHARES/ DEBENTURES The Company shall subject to applicable law have a first and paramount lien on every share / debenture (not being a fully paid share / debenture) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of Sale thereof for all moneys (whether presently payable or not) called, or payable at a fixed time, in respect of that share / Debenture and no equitable interest in any share shall be created upon the footing and condition that this Article will have full effect. Unless otherwise agreed, the registration of transfer of shares / debentures shall operate as a waiver of the Company's lien, if any, on such shares / debentures, Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article. 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. 47726. LIEN TO EXTEND TO DIVIDENDS, ETC. The Company's lien, if any, on a share / debenture shall extend to all dividends or interest, as the case may be, payable and bonuses declared from time to time in respect of such shares / debentures. 27. ENFORCING LIEN BY SALE 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 (14) days' after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or to the person entitled thereto by reason of his death or insolvency or otherwise. No Member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the Company has exercised any right of lien. 28. VALIDITY OF SALE To give effect to any such sale, the Board may authorise any person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer. 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 with reference to the sale. 29. VALIDITY OF COMPANY'S RECEIPT The receipt of the Company for the consideration (if any) given for the share on the sale thereof shall (if necessary, to execution of an instrument of transfer or a transfer by relevant system, as the case maybe) constitute a good title to the share and the purchaser shall be registered as the holder of the share. 30. APPLICATION OF SALE PROCEEDS The proceeds of any such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and 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. 31. OUTSIDER'S LIEN NOT TO AFFECT COMPANY'S LIEN In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required by law) be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person, whether a creditor of the registered holder or otherwise. The Company's lien shall prevail notwithstanding that it has received notice of any such claim. 32. PROVISIONS AS TO LIEN TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities, including debentures, of the Company. CALLS ON SHARES 33. BOARD TO HAVE RIGHT TO MAKE CALLS ON SHARES 478The Board may subject to the provisions of the Act and any other applicable law, from time to time, make such call as it thinks fit upon the Members in respect of all moneys unpaid on the shares (whether on account of the nominal value of the shares or by 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. A call may be revoked or postponed at the discretion of the Board. The power to call on shares shall not be delegated to any other person except with the approval of the shareholders' in a General Meeting and as maybe permitted by law. 34. NOTICE FOR CALL Each Member shall, subject to receiving at least fourteen (14) 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. The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in respect of one or more Members as the Board may deem appropriate in any circumstances. 35. CALL WHEN MADE The Board of Directors may, when making a call by resolution, determine the date on which such call shall be deemed to have been made, not being earlier than the date of resolution making such call, and thereupon the call shall be deemed to have been made on the date so determined and if no such date is so determined a call shall be deemed to have been made at the date when the resolution authorizing such call was passed at the meeting of the Board and may be required to be paid in instalments. 36. LIABILITY OF JOINT HOLDERS FOR A CALL The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 37. CALLS TO CARRY INTEREST If a Member fails to pay any call due from him on the day appointed for payment thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at the rate of ten percent or such other lower rate a5 5haII from time to time be fixed by the Board but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such Member. The Board shall be at liberty to waive payment of any such interest wholly or in part. 38. DUES DEEMED TO BE CALLS 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 Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. 39. EFFECT OF NON-PAYMENT OF SUMS In case of non-payment of such sum, all the relevant provisions of these Articles 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. 40. PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST The Board — (a) may, subject to provisions of Section 50 and the Act, 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, 479become presently payable) pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct, twelve percent per annum, as may be agreed upon between the Board and the Member paying the sum in advance. Nothing contained in this Article shall confer on the Member (i) any right to participate in profits or dividends; or (ii) any voting rights in respect of the moneys so paid by him, until the same would, but for such payment, become presently payable by him. The Directors may at any times repay the amount so advanced. 41. PROVISIONS A5 TO CALLS TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities, including debentures, of the Company. FORFEITURE OF SHARES 42. BOARD TO HAVE A RIGHT TO FORFEIT SHARES If a Member fails to pay any call, or instalment of a call or any money due in respect of any share, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on him requiring payment of so much of the call or instalment or other money as is unpaid, together with any interest which may have incurred and all expenses that may have been incurred by the Company by reason of non-payment. 43. NOTICE FOR FORFEITURE OF SHARES The notice aforesaid shall: (a) name a further day (not being earlier than the expiry of fourteen days from the date of services 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. 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. Such forfeiture shall include all Dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. 44. UNPAID OR UNCLAIMED DIVIDEND Where the Company has declared a dividend but which has not been paid or claimed within 30 days from the date of declaration, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of 30 days, to a special account to be opened by the company in that behalf in any scheduled bank, to be called “Unpaid Dividend Account” or any other name. The Company shall comply with the provisions of the Act in respect of any dividend remaining unpaid or unclaimed with the Company. If the Company has declared a dividend but which has not been paid or the dividend warrant in respect thereof has not been posted or sent within 30 (thirty) days from the date of declaration, the Company shall, within 7 (seven) days from the date of expiry of the said period of 30 (thirty) days, transfer the total amount of dividend, which remained so unpaid or unclaimed to a special account to be opened by the Company in that behalf in any scheduled bank to be called “Unpaid Dividend Account”. Any money so transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the Company to the Fund established under sub-section (1) of Section 125 of the Act, viz. “Investor Education and Protection Fund”. Provided that, any claimant of Shares so transferred shall be entitled to claim the transfer of Shares from Investor Education and Protection Fund in accordance with such procedure and on submission of such documents as may 480be prescribed. The company shall, within a period of ninety days of making any transfer of an amount under sub- section (1) to the Unpaid Dividend Account, prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the website of the company, if any, and also on any other website approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed. If any default is made in transferring the total amount referred to in sub-section (1) or any part thereof to the Unpaid Dividend Account of the company, it shall pay, from the date of such default, interest on so much of the amount as has not been transferred to the said account, at the rate of twelve per cent. per annum and the interest accruing on such amount shall ensure to the benefit of the members of the company proportion to the amount remaining unpaid to them Any money transferred to the unpaid dividend account of a company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the company to the Fund known as Investor Education and Protection Fund established under section 125 of the Act and the Company shall send a statement in the prescribed form of the details of such transfer to the authority which administers the said fund and that authority shall issue a receipt to the Company as evidence of such transfer. All shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be transferred by the Company in the name of the Investors Education and Protection Fund subject to the provisions of the Act and Rules. No unclaimed or unpaid dividend shall be forfeited by the Board. 45. RECEIPT OF PART AMOUNT OR GRANT OF INDULGENCE NOT TO AFFECT FORFEITURE Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of any money which shall from time to time be due from any Member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of payment of any such money shall preclude the forfeiture of such shares as herein provided, provided such forfeiture is undertaken in accordance with the Act. There shall be no forfeiture of unclaimed dividends before the claim becomes barred by applicable law. 46. FORFEITED SHARE TO BE THE PROPERTY OF THE COMPANY Any share forfeited in accordance with these Articles, shall be deemed to be the property of the Company and may be sold, re-allocated or otherwise disposed of either to the original holder thereof or to any other person upon such terms and in such manner as the Board thinks fit and subject to provisions of the Act. 47. ENTRY OF FORFEITURE IN REGISTER OF MEMBERS When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting member and any entry of the forfeiture with the date thereof, shall forthwith be made in the Register of Members but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid, unless otherwise required under the Act. 48. MEMBER TO BE LIABLE EVEN AFTER FORFEITURE 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, and shall forthwith 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. All such monies payable shall be paid together with interest thereon at such rate as the Board may determine, from the time of forfeiture until payment or realization. The Board may, if it thinks fit, but without being under any obligation to do so, enforce the payment of the whole or any portion of the monies due, without any allowance for the value of the shares at the time of forfeiture or waive payment in whole or in part. 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. 48149. EFFECT OF FORFEITURE The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles expressly saved. 50. CERTIFICATE OF FORFEITURE 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. 51. TITLE OF PURCHASER AND TRANSFEREE OF FORFEITED SHARES The Company may receive the consideration, if any, given for the share on any sale, re- allotment or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of. The transferee shall thereupon be registered as the holder of the share and the transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. 52. VALIDITY OF SALES Upon any sale after forfeiture or for enforcing a lien in exercise of the powers hereinabove given, the Board may, if necessary, appoint some person to execute an instrument for transfer of the shares sold and cause the purchaser's name to be entered in the Register of Members in respect of the shares sold and after his name has been entered in the Register of Members in respect of such shares the validity of the sale shall not be impeached by any person. 53. CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate(s), if any, originally issued in respect of the relative shares shall (unless the same shall on demand by the Company has been previously surrendered to it by the defaulting member) stand cancelled and become null and void and be of no effect, and the Board shall be entitled to issue a duplicate certificate(s) in respect of the said shares to the person(s) entitled thereto. 54. BOARD ENTITLED TO CANCEL FORFEITURE The Board may at any time before any share so forfeited shall have them sold, reallotted or otherwise disposed of, cancel the forfeiture thereof upon such conditions at it thinks fit. 55. SURRENDER OF SHARES The Board may, subject to the provisions of the Act, accept a surrender of any share from or by any Member desirous of surrendering them on such terms as they think fit. 56. SUMS DEEMED TO BE CALLS The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 57. PROVISIONS AS TO FORFEITURE OF SHARES TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC. The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to anv other securities, including debentures, of the Company. 482TRANSFER OF SHARES 58. Transfer of shares in demat mode: (i) Every holder of shares of the company who intends to transfer such shares shall get such shares dematerialized before the transfer. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered as beneficial owners in the records of the Depository. (iii) The Depository participant shall register transfer of shares to or from a beneficial owner's account only on receipt of instructions and requisite documents, if any are received from the beneficial owner and thereafter confirm the same to the beneficial owner in a manner as specified by the depository in its bye-laws. Provided further that nothing in this Article shall be prejudicially to any power of the Company to register as shareholder or debenture holder any person to whom the right to any shares in, or debentures of, the Company has been transmitted by operation of law. 59. Transfer by legal representative: A transfer of the shares or other interest in the Company of a deceased member thereof made by his legal representatives shall, although the legal representative is not himself a member be as valid as if he had been a member at the time of the transfer of shares in dematerialized form. 60. Power to close Registers: The Company may, after giving appropriate previous notice of not less than seven days' close the register of members or the register of debenture holders or other security holders for any period or periods not exceeding in the whole forty-five days in each year, but not exceeding thirty days at any one time. The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other securities including debentures of the Company. 61. Transfer of shares/ debentures in whatever lot shall not be refused. 62. TRANSFER OF PARTLY PAID SHARES Where in the case of partly paid-up shares, an application for registration is made by the transferor alone, the transfer shall not be registered, unless the Company gives the notice of the application to the transferee in accordance with the provisions of the Act and Thu transferee gives no objection to the transfer within the time period prescribed under the Act. 63. TRANSFERS NOT PERMITTED No share shall in any circumstances be transferred to any infant, insolvent or a person of unsound mind, except fully paid-up shares through a legal guardian. TRANSMISSION OF SHARES 64. Title to shares on death of a member: i. On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares. ii. Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 65. Transmission Clause: i. Any person becoming entitled to a share in consequence of the death or insolvency of a member may, 483upon 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. ii. 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. 66. Indemnity to the Company: The Company shall be fully indemnified by such person from all liability, if any, for actions taken by the Board to give effect to such transmission. 67. Right to election of holder of share: i. If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. ii. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing necessary documents for transfer of the share. iii. All the limitations, restrictions and provisions of these regulations relating to the right to transfer 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. Claimant to be entitled to same advantage: 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. The provisions of these Articles relating to transmission by operation of law shall mutatis mutandis apply to any other securities including debentures of the Company. No fee shall be charged for registration of transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other document. ALTERATION OF CAPITAL 68. RIGHTS TO ISSUE SHARE WARRANTS The Company may issue share warrants subject to, and in accordance with provisions of the Act. The Board may, in its discretion, with respect to any share which is fully paid up on application in writing signed by the person registered as holder of the share, and authenticated by such evidence (if any) as the Board may from time to time require as to the identity of the person signing the application, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require having been paid, issue a warrant. 69. BOARD TO MAKE RULES 1. The Board may, from time to time, make rules as to the terms on which it shall think fit, a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction. 48470. SHARES MAY BE CONVERTED INTO STOCK 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 Articles 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, lix 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; (c) such of the Articles of the Company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder”/“Member” shall include “stock” and “stock-holder” respectively. 71. REDUCTION OF CAPITAL The Company may (subject to the provisions of sections 52, 55, 66, both inclusive, and other applicable provisions, if any, of the Act), by a Special Resolution as prescribed by the Act, reduce in any manner and in accordance with the provisions of the Act— (a) its share capital; and/or (b) any capital redemption reserve account; and/or (c) any share premium account and in particular without prejudice to the generality of the foregoing power may be: (i) extinguishing or reducing the liability on any of its shares in respect of share capital not paid up; (ii) either with or without extinguishing or reducing liability on any of its shares, (a) cancel paid up share capital which is lost or is unrepresented by available assets; or {b) pay off any paid up share capital which is in excess of the wants of the Company; and may, if and so far as is necessary, alter its Memorandum, by reducing the amount of its share capital and of its shares accordingly. 72. DEMATERIALISATION OF SECURITIES (a) The Company shall recognise interest in dematerialised securities under the Depositories Act, 1996 Subject to the provisions of the Act, either the Company or the investor may exercise an option to issue (in case of the Company only), deal in, hold the securities (including shares) with a Depository in electronic form and the certificates in respect thereof shall be dematerialized, in which event, the rights and obligations of the parties concerned and matters connected therewith or incidental thereof shall be governed by the provisions of the Depositories Act, 1996 as amended from time to time or any statutory modification(s) thereto or re-enactment thereof, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and other applicable law. (b) Dematerialisation/Re-materialisation of Securities Notwithstanding anything to the contrary or inconsistent contained in these Articles, the 485Company shall be entitled to dematerialise its existing securities, re-materialise its securities held in Depositories and/or offer its fresh securities in the dematerialised form pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any. (c) Option to receive security certificate or hold securities with the Depository Every person subscribing to or holding securities of the Company shall have the option to receive the security certificate or hold securities with a Depository. Where a person opts to hold a security with the Depository, the Company shall intimate such Depository of the details of allotment of the security and on receipt of such information, the Depository shall enter in its record, the name of the allottees as the beneficial owner of that security. Such a person who is the beneficial owner of the Shares can at any time opt out of a Depository, if permitted by the law, in respect of any Shares in the manner provided by the Depositories Act, 1996 and the regulations made thereunder and the Company shall in the manner and within the time prescribed, issue to the beneficial owner the required certificate of Shares. In the case of transfer of Shares or other marketable securities where the Company has not issued any certificates and where such Shares or securities are being held in an electronic and fungible form, the provisions of the Depositories Act, 1996 shall apply. (d) Securities in electronic form All securities held by a Depository shall be dematerialized and held in electronic form, no certificate shall be issued for the securities held by the Depository. (e) Beneficial owner deemed as absolute owner Except as ordered by a court of competent jurisdiction or by applicable law required and subject to the provisions of the Act, the Company shall be entitled to treat the person whose name appears on the applicable register as the holder of any security or whose name appears as the beneficial owner of any security in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equity, equitable contingent, future, partial interest, other claim to or interest in respect of such securities or (except only as by these Articles otherwise expressly provided) any right in respect of a security other than an absolute right thereto in accordance with these Articles, on the part of any other person whether or not it has expressed or implied notice thereof but the Board shall at their sole discretion register any security in the joint names of any two or more persons or the survivor or survivors of them. (f) Register and Index of beneficial owners The Company shall cause to be kept a register and index of members with details of securities held in materialised and dematerialised forms in any media as may be permitted by law including any form of electronic media. The register and index of beneficial owners maintained by a Depository under the Depositories Act, 1996 shall be deemed to be a register and index of members for the purposes of this Act. The Company shall have the power to keep in any state or country outside India, a Register of Members, resident in that state or country. 73. BUY BACK OF SHARES Notwithstanding anything contained in these Articles, but subject to to the provisions of sections 68 to 70 and all applicable provisions 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 74. ANNUAL GENERAL MEETINGS (a) The Company shall in each year hold a General Meeting as its Annual General Meeting in 486addition to any other meeting in that year and not more than fifteen months shall elapse between the dates of two annual general meetings. (b) An Annual General Meeting of the Company shall be held in accordance with the provisions of the Act. 75. EXTRAORDINARY GENERAL MEETINGS All General Meetings other than the Annual General Meeting shall be called “Extraordinary General Meeting”. Provided that, the Board may, whenever it thinks fit, call an Extraordinary General Meeting. 76. EXTRAORDINARY MEETINGS ON REQUISITION The Board shall, on the requisition of Members, convene an Extraordinary General Meeting of the Company in the circumstances and in the manner provided under the Act. 77. NOTICE FOR GENERAL MEETINGS All General Meetings shall be convened by giving not less than clear twenty-one (21) days' notice, in such manner as is prescribed under the Act, specifying the place, date and hour of the meeting and a statement of the business proposed to be transacted at such a meeting, in the manner mentioned in the Act. Notice shall be given to all the Members and to such persons as are under the Act and/or these Articles entitled to receive such notice from the Company but any accidental omission to give notice to or non-receipt of the notice by any Member or other person to whom it should be given shall not invalidate the proceedings of any General Meetings. The Members may participate in General Meetings through such modes as permitted by applicable laws. 78. SHORTER NOTICE ADMISSIBLE Upon compliance with the relevant provisions of the Act, an Annual General Meeting or any General Meeting may be convened by giving a shorter notice than twenty-one (21) days if consent is given in writing or by electronic mode by not less than 95 (ninety five) percent of the Shareholders entitled to vote at that meeting. 79. CIRCULATION OF MEMBERS' RESOLUTION The Company shall comply with provisions of Section 111 of the Act, as to giving notice of resolutions and circulating statements on the requisition of Members. 80. SPECIAL AND ORDINARY BUSINESS (a) Subject to the provisions of the Act, all business shall be deemed special that is transacted at the Annual General Meeting with the exception of declaration of any dividend, the consideration of financial statements and reports of the Directors and auditors, the appointment of Directors in place of those retiring and the appointment of and fixing of the remuneration of the auditors. In case of any other meeting, all business shall be deemed to be special. (b) In case of special business as aforesaid, an explanatory statement as required under the applicable provisions of the Act shall be annexed to the notice of the meeting. 81. QUORUM FOR GENERAL MEETING Five Members or such other number of Members as required under the Act or the applicable law for the time being in force prescribes, personally present shall be quorum for a General Meeting and no business shall be transacted at any General Meeting unless the requisite quorum is present at the commencement of the meeting. 82. TIME FOR QUORUM AND ADJOURNMENT Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting, a quorum is not 487present, the meeting, if called upon the requisition of Members, shall be cancelled and in any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Board may determine. If at the adjourned meeting also a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be quorum and may transact the business for which the meeting was called. 83. CHAIRMAN OF GENERAL MEETING The chairman, if any, of the Board of Directors shall preside as chairman at every General Meeting of the Company. No business shall be discussed at any General Meeting except the election of a Chairman while the Chair is vacant. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 84. ELECTION OF CHAIRMAN Subject to the provisions of the Act, if there is no such chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall elect another Director as chairman and if no Director be present or if all the Directors decline to take the chair, then the Members present shall choose a Member to be the chairman. 85. ADJOURNMENT OF MEETING Subject to the provisions of the Act, the chairman of a General Meeting may, with the consent given in the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn that meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When the meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as nearly to the original meeting, as may be possible. Save as aforesaid and as provided in Section 103 of the Act, it shall not be necessary to give any notice of adjournment of the business to be transacted at an adjourned meeting. member who has not appointed a proxy to attend and vote on his behalf at a general meeting may appoint a proxy for any adjourned general meeting, not later than forty-eight hours before the time of such adjourned Meeting. 86. VOTING AT MEETING At any General Meeting, a demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than that on which a poll has been demanded. The demand for a poll may be withdrawn at any time by the person or persons who made the demand. Further, no objection shall be raised to the qualification of any voter except at the General Meeting or adjourned General 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. Any such objection made in due time shall be referred to the chairperson of the General Meeting, whose decision shall be final and conclusive. 87. DECISION BY POLL If a poll is duly demanded in accordance with the provisions of the Act, it shall be taken in such manner as the chairman directs and the results of the poll shall be deemed to be the decision of the meeting on the resolution in respect of which the poll was demanded. 88. CASTING VOTE OF CHAIRMAN In case of equal votes, whether on a show of hands or on a poll, the chairman of the General Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled to as a Member. 89. PASSING RESOLUTIONS BY POSTAL BALLOT 488(a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions relating to such business as notified under the Act, to be passed by postal ballot, shall get any resolution passed by means of a postal ballot, instead of transacting the business in the General Meeting of the Company. (b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures as prescribed under the Act. (c) If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been duly passed at a General Meeting convened in that behalf. VOTE OF MEMBERS 90. VOTING RIGHTS OF MEMBERS 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 holding Equity Shares and present in person shall have one vote. (b) On a poll, every Member holding Equity Shares therein shall have voting rights in proportion to his share in the paid-up equity share capital. (c) A Member may exercise his vote at a meeting by electronic the Act and shall vote only once. 91. VOTING BY JOINT-HOLDERS In case of joint holders the vote of first named of such joint holders in the Register of Members who tenders a vote whether in person or by proxy shall be accepted, to the exclusion of the votes of other joint holders. 92. VOTING BY MEMBER OF UNSOUND MIND 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 legal guardian may, on a poll, vote by proxy. 93. NO RIGHT TO VOTE UNLESS CALLS ARE PAID No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently payable by him have been paid, or in regard to which the Company has lien and has exercised any right of lien. 94. PROXY Subject to the provisions of the Act and these Articles, any Member entitled to attend and vote at a General Meeting may do so either personally or through his constituted attorney or through another person as a proxy on his behalf, for that meeting. The proxy shall not be entitled to vote except on a poll. 95. INSTRUMENT OF PROXY An instrument appointing a proxy shall be in the form as prescribed under the Act for this purpose. The instrument appointing a proxy shall be in writing under the hand of appointer or of his attorney duly authorized in writing or if appointed by a body corporate either under its common seal or under the hand of its officer or attorney duly authorized in writing by it. Any person whether or not he is a Member of the Company may be appointed as a proxy. The instrument appointing a proxy and power of attorney or other authority (if any) under which it is signed or a notarized copy of that power or authority must be deposited at the Office of the Company not less than forty eight 489(48) hours prior to the time fixed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in case of a poll, not less than twenty four (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. 96. VALIDITY OF PROXY 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 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. 97. CORPORATE MEMBERS Any corporation which is a Member of the Company may, by resolution of its Board of Directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company and the said person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could have exercised if it were an individual Member of the Company (including Thu right to vote by proxy). DIRECTORS 98. NUMBER OF DIRECTORS Unless otherwise determined by General Meeting and subject to the provisions of Section 149 of the Act, the number of Directors shall not be less than three (3) and not more than fifteen (15), and at least one (1) Director shall be resident of India for a total period of not less than one hundred and eighty-two days during in the previous year. Provided that the Company may appoint more than fifteen (15) directors after passing a Special Resolution. The persons hereinafter named are the first Directors of the Company: (a) Mr. Deepak Gurushankar Tripathi (b) Dr. Vinayak Krishnath Naik (c) Mr. Natarajan Sriram 99. SHARE QUALIFICATION NOT NECESSARY Any person whether a Member of the Company or not may be appointed as Director and no qualification by way of holding shares shall be required of any Director. 100. ADDITIONAL DIRECTORS Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the Articles. Any such additional director shall hold office only up to the date of the upcoming Annual General Meeting. 101. ALTERNATE DIRECTORS Subject to provisions of the Act and these Articles: (a) The Board may, appoint a person, not being a person holding any alternate directorship for any other director in the Company or holding directorship in the Company, to act as an alternate director for a director during his absence for a period of not less than 3 (three) months from India (hereinafter in this Article called the “Original Director”). (b) An alternate director shall not hold office for a period longer than that permissible to the Original 490Director in whose place he has been appointed and shall vacate the office if and when the Original Director returns to India. If the term of office of the Original Director is determined before he returns to India the automatic re-appointment of retiring directors in default of another appointment shall apply to the Original Director and not to the alternate director. 102. APPOINTMENT OF DIRECTOR TO FILL A CASUAL VACANCY If the office of any Director appointed by the Company in General Meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, be filled by the Board of Directors at a meeting of the Board which shall be subsequently approved by members in the immediate next general meeting. The director so appointed shall hold office only up to the date which the director in whose place he is appointed would have held office if it had not been vacated. 103. REMUNERATION OF DIRECTORS (a) A Director (other than a managing Director or whole-time Director) may receive a sitting fee not exceeding such sum as may be prescribed by the Act or the Central Government from time to time for each meeting of the Board of Directors or any committee thereof attended by him/her. The remuneration of Directors including managing Director and/or whole-time Director may be paid in accordance with the applicable provisions of the Act. (c) The Board of Directors may allow and pay or reimburse any Director who is not a bona fide resident of the place where a meeting of the Board or of any committee is held and who shall come to such place for the purpose of attending such meeting or for attending its business at the request of the Company, such sum as the Board may consider fair compensation for travelling, and out-of-pocket expenses and if any Director be called upon to go or reside out of the ordinary place of his residence on the Company's business he shall be entitled to be reimbursed any travelling or other expenses incurred in connection with the business of the Company. (d) The managing Directors/ whole-time Directors shall be entitled to charge and be paid for all actual expenses, if any, which they may incur for or in connection with the business of the Company. They shall be entitled to appoint part time employees in connection with the management of the affairs of the Company and shall be entitled to be paid by the Company any remuneration that they may pay to such part time employees. 104. REMUNERATION FOR EXTRA SERVICES If any Director, being willing, shall be called upon to perform extra services or to make any special exertions (which expression shall include work done by Director as a Member of any committee formed by the Directors) in going or residing away from the town in which the Office of the Company may be situated for any purposes of the Company or in giving any special attention to the business of the Company or as member of the Board, then subject to the provisions of the Act, the Board may remunerate the Director so doing either by a fixed sum, or by a percentage of profits or otherwise and such remuneration, may be either in addition to or in substitution for any other remuneration to which he may be entitled. 105. CONTINUING DIRECTOR MAY ACT The continuing Directors may act notwithstanding any vacancy in the Board, but if the number is reduced below three, the continuing Directors or Director may act for the purpose of increasing the number of Directors to three or for summoning a General Meeting of the Company, but for no other purpose. 106. VACATION OF OFFICE OF DIRECTOR The office of a Director shall be deemed to have been vacated under the circumstances enumerated under Act. ROTATION AND RETIREMENT OF DIRECTOR(S) 107. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR 491At the Annual General Meeting of the Company to be held every year, one third of such of the Directors as are liable to retire by rotation for time being, or, if their number is not three or a multiple of three then the number nearest to one third shall retire from office, and they will be eligible for re-election. Provided nevertheless that the managing director appointed or the Directors appointed as a debenture director under Articles hereto shall not retire by rotation under this Article nor shall they be included in calculating the total number of Directors of whom one third shall retire from office under this Article. 108. RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION A retiring Director shall be eligible for re-election and the Company, at the Annual General Meeting at which a Director retires in the manner aforesaid, may fill up the vacated office by electing a person thereto. 109. WHICH DIRECTOR TO RETIRE The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lots. 110. POWER TO REMOVE DIRECTOR BY ORDINARY RESOLUTION Subject to the provisions of the Act, the Company may in General Meeting, remove any Director before the expiration of his period of office and may, , appoint another person instead. Provided that an independent director re-appointed for second term under the provisions of the Act shall be removed by the company only by passing a Special Resolution and after giving him a reasonable opportunity of being heard. 111. DIRECTORS NOT LIABLE FOR RETIREMENT The Company in General Meeting may, when appointing a person as a Director declare that his continued presence on the Board of Directors is of advantage to the Company and that his office as Director shall not be liable to be determined by retirement by rotation for such period until the happening of any event of contingency set out in the said resolution. 112. DIRECTOR FOR COMPANIES PROMOTED BY THE COMPANY Directors of the Company may be or become a director of any company promoted by the Company or in which it may be interested as vendor, shareholder or otherwise and no such Director shall be accountable for any benefits received as a director or member of such company subject to compliance with applicable provisions of the Act. PROCEEDINGS OF BOARD OF DIRECTORS 113. MEETINGS OF THE BOARD (a) The Board of Directors shall meet at least once in every three (3) months with a maximum gap of one hundred and twenty (120) days between two (2) meetings of the board for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit in accordance with the Act, provided that at least four (4) such meetings shall be held in every year. Place of meetings of the Board shall be at a location determined by the Board at its previous meeting, or if no such determination is made, then as determined by the chairman of the Board. (b) The chairman may, at any time, and the secretary or such other Officer of the Company as may be authorised in this behalf on the requisition of Director shall at any time summon a meeting of the Board. Notice of at least seven (7) days in writing of every meeting of the Board shall be given to every Director and every alternate Director at his usual address whether in India or abroad registered with the Company, provided always that a meeting may be convened by a shorter notice to transact urgent business subject to the condition that at least one independent 492director, if any, shall be present at the meeting and in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any. (c) The notice of each meeting of the Board shall include (i) the time for the proposed meeting; (ii) the venue for the proposed meeting; and (iii) an agenda setting out the business proposed to be transacted at the meeting. (d) To the extent permissible by applicable law, the Directors may participate in a meeting of the Board or any committee thereof, through electronic mode, that is, by way of video conferencing i,e., audio visual electronic communication facility. The notice of the meeting must inform the Directors regarding the availability of participation through video conferencing. Any Director participating in a meeting through the use of video conferencing shall be counted for the purpose of quorum. 114. QUESTIONS AT BOARD MEETING HOW DECIDED Questions arising at any time at a meeting of the Board shall be decided by majority of votes and in case of equality of votes, the chairman, in his absence the vice chairman or the Director presiding shall have a second or casting vote. 115. QUORUM Subject to the provisions of the Act and other applicable law, the quorum for a meeting of the Board shall be one third of its total strength (any fraction contained in that one-third being rounded off as one) or two Directors whichever is higher and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum. At any time the number of interested Directors is equal to or exceeds two-thirds of total strength, the number of remaining Directors, that is to say the number of Directors who are not interested, present at the meeting being not less than two, shall be the quorum during such time. The total strength of the Board shall mean the number of Directors actually holding office as Directors on the date of the resolution or meeting, that is to say, the total strength of Board after deducting there from the number of Directors, if any, whose places are vacant at the time. The term interested director’ means any Director whose presence cannot, by reason of applicable provisions of the Act be counted for the purpose of forming a quorum at meeting of the Board, at the time of the discussion or vote on the concerned matter or resolution. 116. ADJOURNED MEETING Subject to the provisions of the Act, if within half an hour from the time appointed for a meeting of the Board, a quorum is not present, the meeting , shall stand adjourned to the same day in the next week at the same time and place or if that day is a national holiday, till the next succeeding day, which is not a national holiday, or to such other day and at such other time and place as the Directors may determine. 117. ELECTION OF CHAIRMAN OF BOARD (a) The Board may elect a chairman of its meeting and determine the period for which he is to hold office. The positions, duties and responsibilities of the Chairman (whether whole-time or not and notwithstanding the fact that his appointment may be in the designation of a whole-time Director under the Act) & the Chief Executive Officer (by whatever designation described) shall be accordingly defined by the Board. The Board may authorize maintenance of a Chairman's Office at Company's expense to support him in the performance of his duties. (b) Subject to the provisions of the Act, these Articles and of any Contract between him and the Company the remuneration of the Chairman (notwithstanding the fact that his appointment may be in the designation of a whole-time Director under the Act) may from time to time be fixed by the Directors, subject to the approval of the Company in General Meeting, and may be by way of fixed monthly payments, commission on profits of the Company; any or all of these 493modes or any other mode not expressly prohibited in the Act (c) If no such chairman is elected or at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting the Directors present may choose one among themselves to be the chairman of the meeting. (d) The Board may from time to time appoint one amongst its members to be the Vice Chairman who shall perform the duties of Chairman in absence of Chairman. 118. POWERS OF DIRECTORS (a) The Board may exercise all such powers of the Company and do all such acts and things as are not, by the Act or any other applicable law, or by the Memorandum or by the Articles required to be exercised by the Company in a General Meeting, subject nevertheless to these Articles, to the provisions of the Act or any other applicable law and to such regulations being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in a General Meeting; but no regulation made by the Company in a General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made. (b) 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 maybe, by such person and in such manner as the Board shall from time to time by resolution determine. 119. DELEGATION OF POWERS (a) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such members of its body as it thinks fit. (b) Any committee so formed 5haII, in the exercise of the power so delegated conform to any regulations that may be imposed on it by the Board. 120. ELECTION OF CHAIRMAN OF COMMITTEE (a) A committee may elect a chairman of its meeting. If no such chairman is elected or if at any meeting the chairman 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 the chairman of the committee meeting. (b) The quorum of a committee may be fixed by the Board of Directors. 121. QUESTIONS HOW DETERMINED (a) A committee may meet and adjourn as it thinks proper. (b) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present as the case may be and in case of equality of vote, the chairman shall have a second or casting vote, in addition to his vote as a member of the committee. 122. VALIDITY OF ACTS DONE BY BOARD OR A COMMITTEE All acts done by any meeting of the Board, 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 even such Director or such person has been duly appointed and was qualified to be a Director. 123. RESOLUTION BY CIRCULATION 494Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with the necessary papers, if any, to all the Directors or to all the members of the committee then in India, not being less in number than the quorum fixed of the meeting of the Board or the committee, as the case may be and to all other Directors or Members at their usual address in India and approved by such of the Directors as are then in India or by a majority of such of them as are entitled to vote at the resolution shall be valid and effectual as if it had been a resolution duly passed at a meeting of the Board or committee duly convened and held. 124. MAINTENANCE OF FOREIGN REGISTER The Company may exercise the powers conferred on it by the Act with regard to the keeping of a foreign register; and the Board may (subject to the provisions of those Sections) make and vary such regulations as it may think fit respecting the keeping of any register. 125. BORROWING POWERS (a) Subject to the provisions of the Act and these Articles, the Directors may, from time to time, at their discretion, raise or borrow, or secure the payment of, any sum or sums of money for the purposes of the Company, in such manner and upon such terms and conditions in all respects as they think fit, and in particular, by promissory notes or by receiving deposits and advances with or without security or by the issue of bonds, debentures, perpetual or otherwise, including debentures convertible into shares of this Company or any other company or perpetual annuities and to secure any such money so borrowed, raised or received, mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Company present or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may be expedient and to purchase, redeem or pay off any such securities; (b) Provided that the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) shall not at any time except with the consent of the Company by way of special resolution in general meeting exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set part for any specific purpose; (a) The Directors may by resolution at a meeting of the Board delegate the above power to borrow money otherwise than on debentures to a committee of Directors or managing Director or to any other person permitted by applicable law, if any, within the limits prescribed. (b) To the extent permitted under the applicable law and subject to compliance with the requirements thereof, the Directors shall be empowered to grant loans to such entities at such terms as they may deem to be appropriate and the same shall be in the interests of the Company. (c) Any bonds, debentures, debenture-stock or other securities may if permissible under applicable law be issued at a discount, premium or otherwise by the Company and shall with the consent of the Board be issued upon such terms and conditions and in such manner and for such consideration as the Board shall consider to be for the benefit of the Company, and on the condition that they or any part of them may be convertible into Equity Shares of any denomination, and with any privileges and conditions as to the redemption, surrender, allotment of shares, attending (but not voting) in the General Meeting, appointment of Directors or otherwise. Provided that debentures with rights to allotment of or conversion into Equity Shares shall not be issued except with, the sanction of the Company in General Meeting accorded by a Special Resolution. 126. NOMINEE DIRECTORS (a) Subject to the provisions of the Act, so long as any moneys remain owing by the Company to financial institutions regulated by the Reserve Bank of India, state financial corporation or any financial institution owned or controlled by the Central Government or State Government or 495any non-banking financial company regulated by the Reserve Bank of India or any such company from whom the Company has borrowed for the purpose of carrying on its objects or each of the above has granted any loans / or subscribes to the debentures of the Company or so long as any of the aforementioned companies of financial institutions holds or continues to hold debentures /shares in the Company as a result of underwriting or by direct subscription or private placement or so long as any liability of the Company arising out of any guarantee furnished on behalf of the Company remains outstanding, and if the loan or other agreement with such institution/ corporation/ company (hereinafter referred to as the “Corporation”) so provides, the Corporation may, in pursuance of the provisions of any law for the time being in force or of any agreement, have a right to appoint from time to time any person or persons as a Director or Directors whale- time or non whole-time (which Director or Director/s is/are hereinafter referred to as “Nominee Directors/s”) on the Board of the Company and to remove from such office any person or person so appointed and to appoint any person or persons in his /their place(s). (b) The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board meetings and of the meetings of the committee of which Nominee Director/s is/are member/s as also the minutes of such Meetings. The Corporation shall also be entitled to receive all such notices and minutes. (c) The Company may pay the Nominee Director/s sitting fees and expenses to which the other Directors of the Company are entitled, but if any other fees commission, monies or remuneration in any form is payable to the Directors of the Company the fees, commission, monies and remuneration in relation to such Nominee Director/s may accrue to the nominee appointer and same shall accordingly be paid by the Company directly to the Corporation. Provided that if any such Nominee Director/s is an officer of any of the Corporation, the sittings fees in relation to such nominee Director shall also accrue to the Corporation concerned and the same shall accordingly be paid by the Company directly to that Corporation. (d) Provided that the sitting fees, in relation to such Nominee Director/s shall also accrue to the appointer and same shall accordingly be paid by the Company directly to the appointer. 127. REGISTER OF CHARGES The Directors shall cause a proper register to be kept, in accordance with the Act, of all mortgages and charges specifically affecting the property of the Company or any of its undertakings and shall duly comply with the requirements of the Act in regard to the registration of mortgages and charges therein specified. 128. MANAGING DIRECTOR(S) AND/OR WHOLE TIME DIRECTORS (a) The Board may from time to time and with such sanction of the Central Government as may be required by the Act, appoint one or more of the Directors to the office of the managing director and/ or whole time directors for such term and subject to such remuneration, terms and conditions as they may think fit. (b) The Directors may from time to time resolve that there shall be either one or more managing directors and/ or whole-time directors. (c) In the event of any vacancy arising in the office of a managing director and/or whole- time director, the vacancy shall be filled by the Board of Directors subject to the approval of the Members. (d) If a managing director and/or whole-time director ceases to hold office as Director, he shall ipso facto and immediately cease to be managing director/whole time director. (e) The managing director and/or whole-time director shall not be liable to retirement by rotation as long as he holds office as managing director or whole-time director. 496129. POWERS AND DUTIES OF MANAGING DIRECTOR OR WHOLE-TIME DIRECTOR The managing director/ whole-time director shall subject to the supervision, control and direction of the Board and subject to the provisions of the Act, exercise such powers as are exercisable under these Articles by the Board of Directors, as they may think fit and confer such power for such time and to be exercised as they may think expedient and they may confer such power either collaterally with or to the exclusion of any such substitution for all or any of the powers of the Board of Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any such powers. The managing Directors/ whole-time Directors may exercise all the powers entrusted to them by the Board of Directors in accordance with the Board's direction. 130. REIMBURSEMENT OF EXPENSES The managing Directors/ whole-time Directors shall be entitled to charge and be paid for all aEtual expenses, if any, which they may incur for or in connection with the business of the Company. They shall be entitled to appoint paid time employees in connection with the management of the affairs of the Company and shall be entitled to be paid by the Company any remuneration that they may pay to such part time employees. 131. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER Subject to the provisions of the Act — (a) A chief executive officer, manager, company secretary and chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer, manager, company secretary and chief financial officer so appointed may be removed by means of a resolution of the Board. (b) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. Further, an individual may be appointed or reappointed as the chairperson of the Company as well as the managing Director or chief executive officer of the Company at the same time. (c) A provision of the Act or the Articles requiring or authorizing 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 a Director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. DIVIDEND 132. COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 133. INTERIM DIVIDENDS Subject to the provisions of the Act, the Board may from time to time pay to the members such interim dividends of such amount on such class of shares and at such times as it may think fit and as appear to it to be justified by the profits of the company. 134. DIVISION OF PROFITS 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. 135. DIVIDENDS TO BE APPORTIONED 497All 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 far dividend as from a particular date such share shall rank for dividend accordingly. 136. RESERVE FUNDS (a) The Board may, before recommending any dividends, set aside out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applied 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 think fit and authorised under the applicable laws. (b) The Board may also carry forward any profits when it may consider necessary not to divide, without setting them aside as a reserve. 137. DEDUCTION OF ARREARS Subject to the Act, no Member shall be entitled to receive payment of any interest or dividend in respect of his share or shares whilst any money may be due or owing from him In the Company in respect of such share or shares of or otherwise howsoever whether alone or jointly with any other person or persons and the Board may deduct from any dividend payable to any Members all sums of money, if any, presently payable by him to the Company on account of the calls or otherwise in relation to the shares of the Company. 138. RETENTION OF DIVIDENDS The Board may retain dividends payable upon shares in respect of which any person is, under the Transmission Clause hereinbefore contained, entitled to become a member, until such person shall become a member in respect of such shares. 139. RECEIPT OF JOINT HOLDER Any one of two or more joint holders of a share may give effective receipt for any dividends, bonuses or other moneys payable in respect of such shares. 140. DIVIDEND HOW REMITTED Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic mode or 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. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. 141. DIVIDENDS NOT TO BEAR INTEREST No dividends shall bear interest against the Company. 142. Waiver of dividend The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the member (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Board. 143. TRANSFER OF SHARES AND DIVIDENDS 498Subject to the provisions of the Act, any transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer. CAPITALISATION OF PROFITS 144. CAPITALISATION OF PROFITS (a) The Company in General Meeting, may, on recommendation of the Board resolve: (i) that it is desirable to capitalise any part of the amount for the time being standing to the credit of the Company’s reserve accounts or securities premium account or to the credit of the profit and loss account or otherwise available for distribution; and (ii) that such sum be accordingly set free for distribution in the manner specified in the sub-clause (b) amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportion. (b) The sum aforesaid shall not be paid in cash but shall be applied, either in or towards: (i) paying up any amounts for the time being unpaid on shares held by such Members respectively; (ii) paying up in full, unissued share of the Company to be allotted and distributed, credited as fully paid up, to and amongst such Members in the proportions aforesaid; or (iii) partly in the way specified in sub-clause (i) and partly that specified in sub -clause (ii). (iv) A securities premium account and a capital redemption reserve account or any other permissible reserve account may be applied as permitted under the Act in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares. (v) The Board shall give effect to the resolution passed by the Company in pursuance of these Articles. 145. POWER OF DIRECTORS FOR DECLARATION OF BONUS ISSUE (a) Whenever such a resolution as aforesaid shall have been passed, the Board shall: (i) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or other securities, if any; and (ii) generally do all acts and things required to give effect thereto. (b) The Board shall have full power: (i) to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise as it thinks fit, in the case of shares or debentures becoming distributable in fractions; and (ii) 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 or other securities to which they may be entitled upon such capitalization or as the case may require, for the payment by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized, of the amount or any parts of the amounts remaining unpaid on their existing shares. (c) Any agreement made under such authority shall be effective and binding on such Members. 499ACCOUNTS 146. WHERE BOOKS OF ACCOUNTS TO BE KEPT The Books of Account shall be kept at the Office or at such other place in India as the Directors think fit in accordance with the applicable provisions of the Act. 147. INSPECTION BY DIRECTORS The books of account and books and papers of the Company, or any of them, shall be open to the inspection of directors in accordance with the applicable provisions of the Act. 148. INSPECTION BY MEMBERS No Member (not being a Director) shall have any right of inspecting any account or books or documents of the Company except as conferred by law or authorised by the Board. SERVICE OF DOCUMENTS AND NOTICE 149. MEMBERS TO NOTIFY ADDRESS IN INDIA Each registered holder of shares from time to time notify In writing to the Company such place in India to be registered as his address and such registered place of address shall for all purposes be deemed to be his place of residence. 150. SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS If a Member has no registered address in India, and has not supplied to the Company any address within India, for the giving of the notices to him, a document advertised in a newspaper circulating in the neighbourhood of Office of the Company shall be deemed to be duly served to him on the day on which the advertisement appears. 151. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF MEMBERS A document may be served by the Company on the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name or by the title or representatives of the deceased, assignees of the insolvent by any like description at the address (if any) in India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by serving the document in any manner in which the same might have been served as if the death or insolvency had not occurred. 152. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS Subject to the provisions of the Act and these Articles, notice of General Meeting shall be given: (a) To the Members of the Company as provided by these Articles. (b) To the persons entitled to a share in consequence of the death or insolvency of a Member. (c) To the Directors of the Company. (d) To the auditors for the time being of the Company; in the manner authorized by as in the case of any Member or Members of the Company. 153. NOTICE BY ADVERTISEMENT Subject to the provisions of the Act any document required to be served or sent by the Company on or to the Members, or any of them and not expressly provided for by these Articles, shall be deemed to be duly served or 500sent if advertised in a newspaper circulating in the district in which the Office is situated. 154. MEMBERS BOUND BY DOCUMENT GIVEN TO PREVIOUS HOLDERS Every person, who by the operation of law, transfer or other means whatsoever, shall become entitled to any shares, shall be bound by every document in respect of such share which, previously to his name and address being entered in the Register of Members, shall have been duly served on or sent to the person from whom he derived his title to such share. Any notice to be given by the Company shall be signed by the managing Director or by such Director or secretary (if any) or Officer as the Directors may appoint. The signature to any notice to be given by the Company may be written or printed or lithographed. WINDING UP 155. The Company may be wound up in accordance with the Act and the Insolvency and Bankruptcy Code, 2016, as amended (to the extent applicable). Subject to the applicable provisions of the Act— (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 where an there is any liability. (d) Any person who is or has been a Director or manager, whose liability is unlimited under the Act, shall, in addition to his liability, if any, to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of winding up, a member of an unlimited company, in accordance with the provisions of the Act. 156. APPLICATION OF ASSETS Subject to the provisions of the Act as to preferential payment the assets of the Company shall, on its winding up, be applied in satisfaction of its liabilities pari passu and, subject to such application shall be distributed among the Members according to their rights and interests in the Company. INDEMNITY 157. DIRECTOR'S AND OTHERS' RIGHT TO INDEMNITY Subject to the provisions of the Act and other applicable law, every Director, Manager, Secretary and other Officer of the Company shall be indemnified by the Company against any liability incurred by him in his capacity as Director or Officer of the Company including in relation to defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the tribunal. Provided, however, that such indemnification shall not apply in respect of any cost or loss or expenses to the extent it is finally judicially determined to have resulted from the negligence, wilful misconduct or bad faith acts or omissions of such Director, Manager, Secretary and other Officer of the Company. 158. INSURANCE The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or 501former Directors and key managerial personnel for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable but have acted honestly and reasonably, SECRECY CLAUSE 159. SECRECY No Member shall be entitled to inspect the Company's works without the permission of the managing director/ Directors or to require discovery of any information respectively and detail of the Company's trading or any matter which is or may be in the nature of a trade secret, history of trade or secret process which may be related to the conduct of the business of the Company and which in the opinion of the managing director/ Directors will be inexpedient in the interest of the Members of the Company to communicate to the public. Every manager, auditor, trustee, member of a Committee, officer, servant, agent, accountant or other Persons employed in the business of the Company shall, if so required by the Board, before entering upon the duties, sign a declaration pledging himself to observe strict secrecy respecting all bona fide transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any General Meeting or by the law of the country and except so far as may be necessary in order to comply with any of the provisions in these Articles, the provisions of the Act and the law. GENERAL POWER 160. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided. 161. At any point of time from the date of adoption of these Articles, if the Articles 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 ”Listing Regulations”), the provisions of the Listing Regulations shall prevail over the Articles to such extent and the Company shall discharge all of its obligations as prescribed under the Listing Regulations as and when applicable, from time to time. CERTIFICATES 162. Every member shall be, subject to applicable law, entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as provided in the relevant laws) to several certificates, each for one or more of such Shares and the company shall complete and have ready for delivery such certificates within two months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application for registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of the company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holder. Such certificate shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of its letter of allotment or its fractional coupons of requisite value, save in cases of issues against letter of acceptance or of renunciation or in cases of issue of bonus shares. Every such certificate shall be issued under the seal of the Company, which shall be affixed in the presence of two Directors or one Director and a company secretary, where the Company has appointed a company secretary, or some other person appointed by the Board for the purpose shall sign the share certificate, provided that if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a Managing or whole-time Director. Particulars of every share certificate issued shall be entered in the Register of Members against the name of the person, to whom it has been issued, indicating the date of issue. Any two or more joint allottees of shares shall, for the purpose of this Article, be treated as a single member, and the certificate of any shares which may be the subject of joint ownership, may be delivered to anyone of such joint 502owners on behalf of all of them. For any further certificate the Board shall be entitled, but shall not be bound, to prescribe a charge not exceeding Rupees Fifty. The Company shall comply with the provisions of Section 39 of the Act. A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose. PART B Part B of the Articles of Association provides for, amongst other things, the rights of certain shareholders pursuant to the Shareholders Agreement. For more details in relation to the Shareholders Agreement, see “History and Certain Corporate Matters –Shareholders’ agreements” on page 219. As on the date of this Draft Red Herring Prospectus, the clauses/ covenants of Articles are in compliance with the Companies Act and the securities laws, as applicable. 503SECTION XII - OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following documents and contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company), which are or may be deemed material, will be attached to the copy of the Red Herring Prospectus and the Prospectus which will be filed with the RoC and will also be available on the website of the Company which can be accessed at www.molbiodiagnostics.com/investors. Copies of the abovementioned contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered and Corporate Office between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus until the Bid / Offer Closing Date (except for such agreements executed after the Bid / Offer Closing Date). Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law. A. Material contracts for the Offer 1. Offer Agreement dated August 22, 2025, entered into between our Company, the Selling Shareholders and the BRLMs. 2. Registrar Agreement dated August 22, 2025, entered into between our Company, the Selling Shareholders and the Registrar to the Offer. 3. Cash Escrow and Sponsor Bank Agreement dated [●] entered into between our Company, the Selling Shareholders, the Registrar to the Offer, Syndicate Members, the BRLMs and the Banker(s) to the Offer. 4. Share Escrow Agreement dated [●] entered into between the Selling Shareholders, our Company and the Share Escrow Agent. 5. Syndicate Agreement dated [●] entered into between our Company, the Selling Shareholders, the BRLMs, the Syndicate Members and the Registrar. 6. Underwriting Agreement dated [●] entered into between our Company, the Selling Shareholders and the Underwriters. 7. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency. B. Material documents 1. Certified copies of the Memorandum of Association and Articles of Association of our Company as amended from time to time. 2. Certificate of incorporation dated October 20, 2000. 3. Fresh certificate of incorporation consequent upon conversion to public limited company dated January 16, 2025. 4. Resolutions of the Board of Directors and the Shareholders dated August 13, 2025, and August 14, 2025, respectively, authorising the Offer and other related matters. 5. Resolution of the Board of Directors dated August 22, 2025, approving this Draft Red Herring Prospectus. 6. Consent letters from each of the Selling Shareholders in relation to the Offer for Sale. 5047. Consent dated August 22, 2025, from 1Lattice to rely on and reproduce part or whole of the report, “Molecular Diagnostics Industry Report” dated August 22, 2025, and include their name in this Draft Red Herring Prospectus. 8. Industry report titled “Molecular Diagnostics Industry Report” dated August 22, 2025, issued by 1Lattice. 9. Consent letter dated August 22, 2025, from S. R. Batliboi & Associates LLP, Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors and in respect of their (i) examination report dated August 22, 2025, on our Restated Financial Information; and (ii) report dated August 22, 2025, on the statement of special tax benefits available to our Company and our Shareholders, included in this Draft Red Herring Prospectus, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 10. Consent letter dated August 22, 2025, from the Independent Chartered Accountant, B.B. & Associates, 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 Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of various certifications issued by them in their capacity as independent chartered accountant to our Company on certain financial and operational information included in this Draft Red Herring Prospectus. 11. Consent letter dated August 22, 2025, from the Chartered Engineer, Multi Engineers Private Limited, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in relation to their certificate dated August 22, 2025, certifying, amongst others, the installed capacity, actual production and capacity utilization of the manufacturing facilities of our Company and Subsidiaries. 12. Consent letter dated August 22, 2025, from K&S Partners, intellectual property attorneys, to include their name in this Draft Red Herring Prospectus, as an “expert” as defined under section 2(38) of the Companies Act, 2013, in respect of their certificate dated August 22, 2025, certifying the patents, trademarks, designs and copyrights, owned or applied for by our Company and Subsidiaries. 13. Consent letter dated August 22, 2025, from Koncepo Scientech International Private Limited, the Project Report Provider, to include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in relation to the Project Report. 14. The Project Report dated August 22, 2025, prepared by Koncepo Scientech International Private Limited, on the proposed capital expenditure towards the setting up of infrastructure for our research and development facility, Center of Excellence and connected office space. 15. Certificate dated August 22, 2025, from B.B. & Associates, Chartered Accountants, regarding key performance indicators of our Company. 16. Resolution of the Audit Committee dated August 22, 2025, approving key performance indicators of our Company. 17. Report issued by the Statutory Auditors dated August 22, 2025, on the statement of special tax benefits available to our Company and our Shareholders. 18. Copies of annual reports of our Company for the Fiscals 2025, 2024, and 2023. 19. Consent of our Directors, BRLMs, Syndicate Members, the legal counsel to the Company, Registrar to the Offer, Monitoring Agency, Banker(s) to the Offer, Banker to our Company, Company Secretary and Compliance Officer, Chief Financial Officer, as referred to in their specific capacities. 50520. The scheme of amalgamation filed by our Company for the amalgamation of Bigtec Innovations Private Limited with our Company, and the valuation report dated December 8, 2015, issued by MSSV & Co., Chartered Accountants, obtained in connection with the amalgamation. 21. The share purchase cum share subscription agreement dated January 13, 2023, between our Company, Somerset Indus Healthcare Fund I Limited, M/s Lotus Management Solutions, Purushottam Financiers LLP (formerly known as Purushottam Financiers Private Limited), Sunil Monga, Chayagraphics (India) Private Limited, V Krishna Prasad and Prognosys Medical Systems Private Limited, for the acquisition of Prognosys Medical Systems Private Limited, and the valuation report dated February 10, 2023, issued by Expert Global Consultants Private Limited, obtained in this regard. 22. Stock purchase agreement dated October 24, 2024, entered into between our Company, Abhijeet Gholap, Gauri Gholap, Optra Ventures, LLC and Optrascan, INC, for the acquisition of a stake in Optrascan, INC by our Company, and the valuation report dated October 23, 2024, issued by Batlivala & Karani Securities India Private Limited, obtained in this regard. 23. Restated shareholders’ agreement dated August 16, 2022, entered into by and among our Company, Exxora Trading LLP, Sriram Natarajan, Shiva Sriram, Dr. Chandrasekhar Bhaskaran Nair, Bigtec Private Limited, Nileshwar Damodar Prabhu, J Guru Dutt, M.A. Usha Rani, M.A. Rohit, M.A. Sharath, Gopalakrishna Sampathgiri, Gopalkrishna Mangalore Kini, India Business Excellence Fund III and V Sciences Investments Pte. Ltd. 24. Amendment agreement dated December 30, 2022, to the Shareholders’ Agreement. 25. The SHA Deeds of Adherence, as defined and detailed in “Definitions and Abbreviations”. 26. Amendment agreement dated August 22, 2025, to the Shareholders’ Agreement. 27. Agreement for license of intellectual property and technical collaboration entered between our Company and Bigtec Private Limited dated August 1, 2011, along with the addendum thereto dated July 31, 2017, and the amendment agreements thereto dated September 22, 2017, and January 21, 2020. 28. Employment agreement dated January 22, 2020, between our Company and Sriram Natarajan. 29. Employment agreement dated January 20, 2020, between our Company and Dr. Chandrasekhar Bhaskaran Nair. 30. Employment agreement dated January 22, 2020, between Bigtec Private Limited and Dr. Chandrasekhar Bhaskaran Nair. 31. Tripartite agreement dated February 10, 2025, amongst our Company, NSDL and the Registrar to the Offer. 32. Tripartite agreement dated February 25, 2025, amongst our Company, CDSL and the Registrar to the Offer. 33. Due diligence certificate dated August 22, 2025, addressed to SEBI from the BRLMs. 34. In-principle listing approvals dated [●] and [●] issued by BSE and NSE, respectively. 35. SEBI observation letter dated [●] bearing reference number [●]. 506DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines/regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements and disclosures made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________________ Sriram Natarajan (Executive Director and Chief Executive Officer) Place: Delhi Date: August 22, 2025 507DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines/regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements and disclosures made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________________ Dr. Chandrasekhar Bhaskaran Nair (Executive Director and Chief Technology Officer) Place: Bangalore Date: August 22, 2025 508DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines/regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements and disclosures made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________________ Sangeetha Sriram (Executive Director and Director Operations) Place: Goa Date: August 22, 2025 509DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines/regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements and disclosures made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________________ Dr. Arun Kumar Jha (Independent Director) Place: Delhi Date: August 22, 2025 510DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines/regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements and disclosures made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________________ Dr. Balram Bhargava (Independent Director) Place: Delhi Date: August 22, 2025 511DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines/regulations issued by the Government of India and the rules, guidelines/regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________________ Nupur Garg (Independent Director) Place: Gurugram Date: August 22, 2025 512DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines/regulations issued by the Government of India and the rules, guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or the rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements and disclosures made in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY _____________________________________________ Amol Narayan Lone Chief Financial Officer Place: Goa Date: August 22, 2025 513DECLARATION We, Exxora Trading LLP, hereby confirm that all statements and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to us, as a Promoter Selling Shareholder, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. Signed for and on behalf of Exxora Trading LLP _____________________________ Authorised Signatory Name: Sriram Natarajan Designation: Designated Partner Place: Goa Date: August 22, 2025 514DECLARATION We, Dr. Chandrasekhar Bhaskaran Nair, jointly with Anita Angela Chandrasekhar, hereby confirm that all statements, and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to ourselves, as a Promoter Selling Shareholders, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. ______________________________ Dr. Chandrasekhar Bhaskaran Nair Place: Bangalore Date: August 22, 2025 _____________________________ Anita Angela Chandrasekhar Place: Bangalore Date: August 22, 2025 515DECLARATION I, Abdul Qadir Mohamed Theruvath, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as an Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ Abdul Qadir Mohamed Theruvath Place: Bangalore Date: August 22, 2025 516DECLARATION We, Chewbacca Services Limited, hereby confirm that all statements and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to us, as an Other Selling Shareholder, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. Signed for and on behalf of Chewbacca Services Limited _____________________________ Authorised Signatory Name: Manogaran Thamothiram Designation: Director Place: Mauritius Date: August 22, 2025 517DECLARATION We, J. Guru Dutt, jointly with Sandhya Guru Dutt, hereby confirm that all statements and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to ourselves, as Other Selling Shareholders, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ J. Guru Dutt Place: Bangalore Date: August 22, 2025 _____________________________ Sandhya Guru Dutt Place: Bangalore Date: August 22, 2025 518DECLARATION I, Gopalkrishna Mangalore Kini, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as an Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ Gopalkrishna Mangalore Kini Place: Singapore Date: August 22, 2025 519DECLARATION We, Gopalakrishna Sampathgiri, jointly with Jayshree Sampathgiri, hereby confirm that all statements and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to ourselves, as Other Selling Shareholders, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ Gopalakrishna Sampathgiri Place: Bangalore Date: August 22, 2025 _____________________________ Jayshree Sampathgiri Place: Bangalore Date: August 22, 2025 520DECLARATION We, India Business Excellence Fund III, hereby confirm that all statements and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to us, as an Investor Selling Shareholder, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. Signed for and on behalf of India Business Excellence Fund III _____________________________ Authorised Signatory Name: Vishal Tulsyan Designation: Executive Chairman Place: Mumbai Date: August 22, 2025 521DECLARATION I, M Ganesh Kamath, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ M Ganesh Kamath Place: Chennai Date: August 22, 2025 522DECLARATION I, M.A. Rohit, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ M.A. Rohit Place: Bangalore Date: August 22, 2025 523DECLARATION I, M.A. Sharat, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ M.A. Sharath Place: Bangalore Date: August 22, 2025 524DECLARATION I, M.A. Usha Rani, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ M.A. Usha Rani Place: Bangalore Date: August 22, 2025 525DECLARATION I, Sangeetha M Kini, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ Sangeetha M Kini Place: Singapore Date: August 22, 2025 526DECLARATION I, Shaheeda Abdul Kader, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ Shaheeda Abdul Kader Place: Dubai Date: August 22, 2025 527DECLARATION I, Shruthi G Kini, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ Shruthi G Kini Place: Singapore Date: August 22, 2025 528DECLARATION We, Sujay Limited, hereby confirm that all statements and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to us, as Other Selling Shareholder, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. Signed for and on behalf of Sujay Limited _____________________________ Authorised Signatory Name: Manogaran Thamothiram Designation: Director Place: Mauritius Date: August 22, 2025 529DECLARATION We, V Sciences Investments Pte. Ltd., hereby confirm that all statements and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus about or in relation to us, as an Investor Selling Shareholder, and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. Signed for and on behalf of V Sciences Investments Pte. Ltd. _____________________________ Authorised Signatory Name: Jung Ryun Park Designation: Managing Director, Investment (Healthcare & Life Sciences - EMEA & SEA), Temasek International Pte Ltd Place: Singapore Date: August 22, 2025 530DECLARATION I, Vivek Devaraj, hereby confirm that all statements and undertakings specifically made or confirmed by me in this Draft Red Herring Prospectus about or in relation to myself, as Other Selling Shareholder, and my respective portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures or undertakings, including any of the statements or undertakings made or confirmed by the Company or any other Selling Shareholder or any other person(s) in this Draft Red Herring Prospectus. _____________________________ Vivek Devaraj Place: New Jersey Date: August 22, 2025 531