AristoBio PROSP

Prospectus
Dated: January 06, 2023

Please read Section 26 & 32 of the Companies Act, 2013
Fixed Price Issue
(Please scan this QR Code to view the Prospectus)
ARISTO BIO-TECH AND LIFESCIENCE LIMITED

CIN: U01100GJ2005PLC127397
Registered Office Contact Person Email and Telephone Website
E-24,25,26, G.I.D.C. Manjusar, Ta. Savli, Mrs. Neha Batra, Company Tel. No.: +91-2667-264843
www.aristobiotech.com
Vadodara – 391775, Gujarat, India. Secretary and Compliance Officer. E-mail: [email protected]
PROMOTERS OF THE COMPANY:

MR. NARENDRA SINGH BARHAT, MRS. KUSUM NARENDRA SINGH BARHAT AND MR. KETANKUMAR HARKANTBHAI JOSHI
DETAILS OF THE ISSUE
OFFER FOR SALE
TYPE FRESH ISSUE SIZE TOTAL ISSUE SIZE ELIGIBILITY
SIZE
18,12,800 Equity
The Issue is being made in terms of Chapter IX of the SEBI (ICDR)
Fresh Issue Shares aggregating Nil ₹ 1305.22 Lakhs
Regulations, 2018 As Amended
to ₹ 1305.22 Lakhs
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – NOT APPLICABLE AS
THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10/-
each and the Issue Price is 7.2 times the face value. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as stated under
chapter titled “Basis for Issue Price” beginning on Page No. 76 of this Prospectus should not be taken to be indicative of the market price of the Equity Shares after the
Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be
traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of
losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors
must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved
by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited
to chapter titled “Risk Factors” beginning on Page No. 21 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and
the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as
a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares Issued through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited (NSE EMERGE) in terms
of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. For the purpose of this Issue, the Designated Stock Exchange will be the National
Stock Exchange of India Limited (“NSE”).
LEAD MANAGER TO THE ISSUE
Name and Logo Contact Person Email & Telephone
Email: [email protected]
Mr. Nikhil Shah Tel. No.: +91-79-48405357, 48406357
BEELINE CAPITAL ADVISORS PRIVATE LIMITED

REGISTRAR TO THE ISSUE
Name and Logo Contact Person Email & Telephone
Shanti Gopalkrishnan Tel. No.: +91-022-49186200
LINK INTIME INDIA PRIVATE LIMITED

ISSUE PROGRAMME
ISSUE OPENS ON ISSUE CLOSES ON
MONDAY, JANUARY 16, 2023 THURSDAY, JANUARY 19, 2023
Prospectus
Dated: January 06, 2023
Please read Section 26 & 32 of the Companies Act, 2013
Fixed Price Issue

CIN: U01100GJ2005PLC127397
Our Company was originally incorporated on March 17, 2005 as “Aristo Bio-Tech and Lifescience Private Limited” under the provisions of the Companies Act, 1956 with the Registrar
of Companies, Maharashtra, Mumbai. Subsequently our Company was converted into Public Limited Company and name of company was changed from “Aristo Bio-Tech and
Lifescience Private Limited” to “Aristo Bio-Tech and Lifescience Limited” vide fresh certificate of incorporation dated May 20, 2020 issued by the Registrar of Companies, Mumbai.
Further our Company has changed the registered office from State of Maharashtra to Gujarat vide Certificate of Registration of Regional Director order for Change of State dated
November 18, 2021 issued by Registrar of Companies, Ahmedabad. For further details, please refer to chapter titled “History and Corporate Structure” beginning on page 123 of this
Prospectus.
Registered Office: E-24, 25, 26, G.I.D.C., Manjusar, Ta. Savli,Vadodara – 391775, Gujarat, India
Tel No.: +91-2667-299055/ +91-2667-264843; Email: [email protected], Website: www.aristobiotech.com
Contact Person: Mrs. Neha Batra, Company Secretary and Compliance Officer.
OUR PROMOTER: MR. NARENDRA SINGH BARHAT, MRS. KUSUM NARENDRA SINGH BARHAT AND MR. KETANKUMAR HARKANTBHAI JOSHI.
THE ISSUE
INITIAL PUBLIC ISSUE OF 18,12,800 EQUITY SHARES OF RS. 10/- EACH (“EQUITY SHARES”) OF ARISTO BIO-TECH AND LIFESCIENCE LIMITED
(“ABLL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 72/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS.
62/- PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. 1305.22 LAKHS (“THE ISSUE”), OF WHICH 91,200 EQUITY SHARES OF RS. 10/-
EACH FOR CASH AT A PRICE OF RS. 72/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. 62/- PER EQUITY SHARE AGGREGATING TO
RS. 65.66 LAKH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”).
THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 17,21,600 EQUITY SHARES OF RS. 10/- EACH INCLUDING A SHARE
PREMIUM OF RS. 62/- PER EQUITY SHARE AGGREGATING TO RS. 1239.55 LAKH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE
AND THE NET ISSUE WILL CONSTITUTE 26.63% AND 25.29%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE
COMPANY.
THIS ISSUE IS BEING IN TERMS OF CHAPTER IX OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 AS
AMENDED FROM TIME TO TIME.
For further details see “TERMS OF THE ISSUE” beginning on Page no. 216 of this Prospectus.
In terms of the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, dated November 10, 2015 and the all potential investors shall participate in the Issue only through an
Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self-Certified Syndicate Banks (“SCSBs”) for
the same. Further pursuant to SEBI circular bearing no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, for implementation of Phased II for UPI facility, which is effective
from July 01, 2019, all potential Bidders (except Anchor Investors) are required to mandatorily utilize the Application Supported by Blocked Amount (“ASBA”) process providing
details of their respective ASBA accounts or UPI ID (in case of RIIs), in which the corresponding Application Amounts will be blocked by the SCSBs or under the UPI Mechanism,
as applicable. For details, see “ISSUE PROCEDURE” on Page No. 223 of this Prospectus.
THE FACE VALUE OF THE EQUITY SHARE IS RS. 10/- AND THE ISSUE PRICE IS RS.72/- THE ISSUE PRICE IS 7.2 TIMES OF THE FACE VALUE.
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10/- each and
the Issue Price is 7.2 times the face value. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as stated under chapter titled “Basis
for Issue Price” beginning on Page No. 76 of this Prospectus should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their
investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their
own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange
Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to chapter titled “Risk Factors” beginning
on Page No. 21 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue,
which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through this Prospectus are proposed to be listed on EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”), in terms of the
Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In-Principle Approval letter dated October 19, 2022 from National
Stock Exchange of India Limited (“NSE”) for using its name in this offer document for listing our shares on the EMERGE Platform of National Stock Exchange of India Limited
(“NSE EMERGE”). For the purpose of this Issue, the designated Stock Exchange is the NSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

BEELINE CAPITAL ADVISORS PRIVATE LIMITED C-101, 1 Floor, 247 Park, L.B.S. Marg,
807, Phoenix Tower, Opp. New Girish Cold drinks, Vikhroli (West), Mumbai- 400083, Maharashtra, India
Near Vijay Cross Roads, Navrangpura, Ahmedabad – 380009, Gujarat, India Tel. No.: +91-022-49186200
Tel. No.: +91-79-48405357, 48406357 Fax No.: +91-022-49186091
Email: [email protected] Email: [email protected]
Website: www.beelinemb.com Website: www.linkintime.co.in
Investor Grievance Email: [email protected] Investor Grievance Email: [email protected]
Contact Person: Mr. Nikhil Shah Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INM000012917 SEBI Registration No.: INR000004058
ISSUE OPENS ON ISSUE CLOSES ON
MONDAY, JANUARY 16, 2023 THURSDAY, JANUARY 19, 2023
TABLE OF CONTENTS
SECTION CONTENTS PAGE NO.

I GENERAL
DEFINITIONS AND ABBREVIATIONS 1
CERTAIN CONVENTIONS;PRESENTATION OF FINANCIAL, INDUSTRY AND
12
MARKET DATA
FORWARD LOOKING STATEMENTS 14
II OFFER DOCUMENT SUMMARY 16
III RISK FACTORS 21
IV INTRODUCTION
THE ISSUE 41
SUMMARY OF FINANCIAL INFORMATION 42
V GENERAL INFORMATION 46
VI CAPITAL STRUCTURE 54
VII PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE 71
BASIS FOR ISSUE PRICE 76
STATEMENT OF POSSIBLE TAX BENEFITS 78
VIII ABOUT THE COMPANY
INDUSTRY OVERVIEW 82
BUSINESS OVERVIEW 95
KEY REGULATIONS AND POLICIES 110
HISTORY AND CORPORATE STRUCTURE 123
OUR MANAGEMENT 127
OUR PROMOTERS AND PROMOTER GROUP 140
DIVIDEND POLICY 145
IX FINANCIAL INFORMATION OF OUR COMPANY
RESTATED FINANCIAL STATEMENTS 146
OTHER FINANCIAL INFORMATION 182
MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITIONS &
184
RESULTS OF OPERATIONS
CAPITALISATION STATEMENT 191
X LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 192
GOVERNMENT AND OTHER APPROVALS 200
XI INFORMATION WITH RESPECT TO GROUP COMPANIES 205
XII OTHER REGULATORY AND STATUTORY DISCLOSURES 206
XIII ISSUE RELATED INFORMATION
TERMS OF THE ISSUE 216
ISSUE STRUCTURE 221
ISSUE PROCEDURE 223
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 264
DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
XIV 266
ASSOCIATION
XV OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 292
DECLARATION 293
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the
meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation,
act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to time.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the meaning ascribed
to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations
made there under. Notwithstanding the foregoing, terms used in of the sections “Industry Overview”, “Key Regulations and
Policies”, “Statement of Possible Tax Benefits”, “Restated Financial Statements”, “Basis for Issue Price”, “History and
Corporate Structure”, “Other Regulatory and Statutory Disclosures”, “Outstanding Litigations and Material Developments” and
“Description of Equity Shares and Terms of the Articles of Association” on pages 82, 110, 78, 146, 76, 123, 206, 192 and 266,
respectively, shall have the meaning ascribed to such terms in such sections.
General Terms
Term Description
“ABLL”, “the Company”, “our Aristo Bio-Tech and Lifescience Limited, a company incorporated in India under the
Company” and Aristo Bio-Tech Companies Act 1956 having its Registered office at E-24,25,26, G.I.D.C. Manjusar, Ta.
and Lifescience Limited Savli, Vadodara – 391775, Gujarat, India.
“we”, “us” and “our” Unless the context otherwise indicates or implies, refers to our Company
“you”, “your” or “yours” Prospective investors in this Issue
Company related terms
Term Description
AOA / Articles / Articles of Articles of Association of Aristo Bio-Tech and Lifescience Limited as amended from time
Association to time.
Audit Committee The Committee of the Board of Directors constituted as the Company‘s Audit Committee
in accordance with Section 177 of the Companies Act, 2013 as amended.
Auditors/ Statutory Auditors The Auditors of Aristo Bio-Tech and Lifescience Limited Being M/s Prakash Chandra
Jain & Co., Chartered Accountant.
Bankers to the Company Bank of Baroda Limited
Board of Directors / the Board / The Board of Directors of our Company, including all duly constituted Committees
our Board thereof. For further details of our Directors, please refer to section titled “Our
Management” beginning on page 127 of this Prospectus.
Chairman/ Chairperson The Chairman/ Chairperson of Board of Directors of our Company being Mr. Narendra
Singh Barhat.
CIN Corporate Identification Number of our Company i.e. U01100GJ2005PLC127397
Chief Financial Officer/CFO The Chief Financial Officer of our Company being Mr. Ketankumar Harkantbhai Joshi
Companies Act / Act The Companies Act, 2013 and amendments thereto. The Companies Act, 1956, to the
extent of such of the provisions that are in force.
Company Secretary and The Company Secretary and Compliance Officer of our Company being Ms. Neha Batra
Compliance Officer
DIN Directors Identification Number.
Director(s) / our Directors The Director(s) of our Company, unless otherwise specified.
Equity Shares Equity Shares of the Company of Face Value of Rs.10/- each unless otherwise specified
in the context thereof.
Equity Shareholders Persons/ Entities holding Equity Shares of Our Company.
Executive Directors Executive Directors are the Managing Director & Whole Time Directors of our Company.
Group Companies Companies with which there were related party transactions as disclosed in the Restated
Financial Statements as covered under the applicable accounting standards, and also other
companies as considered material by our Board of the issuer as disclosed in “Information
with Respect to Group Companies” on page 205 of this Prospectus.
Independent Director A non-executive & Independent Director as per the Companies Act, 2013 and the Listing
Regulations.
1
ISIN International Securities Identification Number. In this case being INE082101010
Key Management Personnel/ KMP Key Management Personnel of our Company in terms of the SEBI Regulations and the
Companies Act, 2013. For details, see section entitled “Our Management” on page 127 of
this Prospectus.
Materiality Policy The policy on identification of group companies, material creditors and material litigation,
adopted by our Board on April 09, 2022, in accordance with the requirements of the SEBI
(ICDR) Regulations, 2018.
MD or Managing Director The Managing Director of our Company being Mr. Narendra Singh Barhat.
MOA / Memorandum / Memorandum of Association of Aristo Bio-Tech and Lifescience Limited as amended
Memorandum of Association from time to time.
Non Residents A person resident outside India, as defined under FEMA Regulations, 2000
Nomination and Remuneration The nomination and remuneration committee of our Board constituted in accordance with
Committee the Companies Act, 2013.
Non-Executive Director A Director not being an Executive Director or an Independent Director
NRIs / Non-Resident Indians A person resident outside India, as defined under FEMA Regulation and who is a citizen
of India or a Person of Indian Origin under Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2000.
Peer Review Auditor Auditor having a valid Peer Review certificate in our case being M/s Prakash Chandra
Jain & Co., Chartered Accountants.
Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
company, joint venture, or trust or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and operates, as the context
requires.
Promoter(s) Shall mean promoter of our Company i.e. Mr. Narendra Singh Barhat, Mrs. Kusum
Narendra Singh Barhat and Mr. Ketankumar Harkantbhai Joshi.
For further details, please refer to section titled “Our Promoters and Promoter Group”
beginning on page 140 of this Prospectus.
Promoter Group Includes such Persons and entities constituting our promoter group covered under
Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as enlisted in the section titled “Our
Promoter and Promoter Group” beginning on page 140 of this Prospectus.
Registered Office & Production E-24, 25, 26, G.I.D.C. Manjusar, Ta. Savli Vadodara – 391775, Gujarat, India
Unit
Restated Financial Information The restated audited financial information of the Company, which comprises of the
restated audited balance sheet, the restated audited profit and loss information and restated
audited cash flow information, for the stub period ended on September 30, 2022 and for
the years ended March 31, 2022, 2021 and 2020 together with the annexure and notes
thereto.
RoC/ Registrar of Companies Registrar of Companies, Ahmedabad.
Shareholders Shareholders of our Company
Stock Exchange Unless the context requires otherwise, refers to, National Stock Exchange of India Limited
Subscriber to MOA/Initial Initial Subscriber to MOA & AOA being Mr. Narendra Singh Barhat & Mrs. Kusum
Promoters Narendra Singh Barhat.
Stakeholders Relationship The Stakeholder’s Relationship Committee of our Board constituted in accordance with
Committee section 178(5) of the Companies Act, 2013.
ISSUE RELATED TERMS
Terms Description
Abridged Prospectus Abridged Prospectus to be issued under Regulation 255 of SEBI ICDR Regulations and
appended to the Application Form
Allotment/Allot/Allotted Unless the context otherwise requires, the issue and allotment of Equity Shares, pursuant
to the Issue to the successful applicants.
Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof of
registration of the Application.
Allotment Advice Note or advice or intimation of Allotment sent to the Applicants who have been allotted
Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchanges
2
Terms Description
Allottee (s) The successful applicant to whom the Equity Shares are being / have been issued.
Applicant/ Investor Any prospective investor who makes an application for Equity Shares in terms of this
Prospectus.
Application Amount The amount at which the Applicant makes an application for the Equity Shares of our
Company in terms of Prospectus.
Application Form The form in terms of which the Applicant shall make an Application, including ASBA
Form, and which shall be considered as the application for the Allotment pursuant to the
terms of this Prospectus.
ASBA Account A bank account linked with or without UPI ID, maintained with an SCSB and specified
in the ASBA Form submitted by the Applicants for blocking the Application Amount
mentioned in the ASBA Form.
ASBA Applicant(s)/ Applicant Any prospective investor who makes an Application pursuant to the terms of the
Prospectus and the Application Form including through UPI mode (as applicable).
ASBA Form An application form, whether physical or electronic, used by ASBA Applicants, which
will be considered as the application for Allotment in terms of the Prospectus.
Bidding Centres Centres at which the Designated Intermediaries shall accept the Application Forms i.e.
Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs.
Bankers to the Issue Banks which are clearing members and registered with SEBI as Bankers to an Issue and
with whom the Public Issue Account will be opened, in this case being ICICI Bank
Limited
Banker to the Issue Agreement Agreement dated December 30, 2022 entered into amongst the Company, Lead Manager,
the Registrar and the Banker of the Issue.
Basis of Allotment The basis on which the Equity Shares will be Allotted, described in “Issue Procedure” on
page 223 of this Prospectus.
Broker centers notified by the Stock Exchanges where investors can submit the
Application Forms to a Registered Broker. The details of such Broker Centers, along with
Broker Centers
the names and contact details of the Registered Brokers are available on the websites of
the Stock Exchange.
BSE BSE Limited
Business Day Monday to Friday (except public holidays).
CAN or Confirmation of Allocation The Note or advice or intimation sent to each successful Applicant indicating the Equity
Note which will be allotted, after approval of Basis of Allotment by the designated Stock
Exchange.
Client Id Client Identification Number maintained with one of the Depositories in relation to demat
account
Collecting Depository Participants A depository participant as defined under the Depositories Act, 1996, registered with
or CDPs SEBI and who is eligible to procure Applications at the Designated CDP Locations in
terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued
by SEBI
Controlling Branches of the SCSBs Such branches of the SCSBs which coordinate with the LM, the Registrar to the Issue
and the Stock Exchange.
Demographic Details The demographic details of the Applicants such as their Address, PAN, name of the
applicant father/husband, investor status, occupation and Bank Account details.
Depository / Depositories A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996 as amended from time to time, being
NSDL and CDSL.
Designated Date On the Designated Date, the amounts blocked by SCSBs are transferred from the ASBA
Accounts to the Public Issue Account and/ or unblocked in terms of this Prospectus.
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Application Form from the
ASBA Applicant and a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognized-Intermediaries or at
such other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where Applicant can submit the Application Forms to
Collecting Depository Participants.
3
Terms Description
The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept Application Forms are available
on the websites of the Stock Exchange i.e. www.nseindia.com
Designated RTA Locations Such locations of the RTAs where Applicant can submit the Application Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept Application Forms are available on the websites of the Stock
Exchange i.e. www.nseindia.com
Designated An SCSB’s with whom the bank account to be blocked, is maintained, a syndicate
Intermediaries/Collecting member (or sub-syndicate member), a Stock Broker registered with recognized Stock
Agent Exchange, a Depositary Participant, a registrar to an issue and share transfer agent (RTA)
(whose names is mentioned on website of the stock exchange as eligible for this activity)
Designated Market Maker Sunflower Broking Private Limited will act as the Market Maker and has agreed to
receive or deliver the specified securities in the market making process for a period of
three years from the date of listing of our Equity Shares or for a period as may be notified
by amendment to SEBI ICDR Regulations.
Designated Stock Exchange National Stock Exchange of India Limited (SME Platform) (“NSE EMERGE”)
DP Depository Participant
DP ID Depository Participant’s Identity Number
Draft Prospectus Draft prospectus dated September 08, 2022 issued in accordance with Section 23, 26 and
32 of the Companies Act, 2013 and SEBI ICDR Regulation.
Eligible NRI A Non-Resident Indian in a jurisdiction outside India where it is not unlawful to make an
offer or invitation under the Issue and in relation to whom this Prospectus will constitute
an invitation to subscribe for the Equity Shares.
Equity Shares Equity Shares of our Company of face value Rs. 10.00 each
Electronic Transfer of Funds Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the Prospectus constitutes an invitation
to purchase the Equity Shares Issued thereby and who have opened demat accounts with
SEBI registered qualified depositary participants.
Eligible NRI(s) An NRI(s) from such a jurisdiction outside India where it is not unlawful to make an
Issue or invitation under this Issue and in relation to whom the Application Form and the
Prospectus will constitute an invitation to purchase the equity shares.
Escrow Account Accounts opened with the Banker to the Issue
FII / Foreign Institutional Investors Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Regulations, 1995, as amended) registered with SEBI under applicable laws in India.
First/ Sole Applicant The Applicant whose name appears first in the Application Form or Revision Form.
Foreign Venture Capital Investors Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture
Capital Investor) Regulations, 2000.
FPI / Foreign Portfolio A Foreign Portfolio Investor who has been registered pursuant to the of Securities And
Investor Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that
any FII or QFI who holds a valid certificate of registration shall be deemed to be a foreign
portfolio investor till the expiry of the block of three years for which fees have been paid
as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended
General Information Document The General Information Document for investing in public issues prepared and issued in
(GID) accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified
by SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated
November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016
and circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 notified
by SEBI.
GIR Number General Index Registry Number.
IPO/ Issue/ Issue Size/ Public Issue Initial Public Offering
Issue Closing Date The date after which the Lead Manager, Syndicate Member, Designated Branches of
SCSBs and Registered Brokers will not accept any Application for this Issue, which shall
be notified in a English national newspaper, Hindi national newspaper and a regional
newspaper each with wide circulation as required under the SEBI (ICDR) Regulations.
In this case being January 19, 2023
4
Terms Description
Issue Opening Date The date on which the Lead Manager, Syndicate Member, Designated Branches of
SCSBs and Registered Brokers shall start accepting Application for this Issue, which
shall be the date notified in an English national newspaper, Hindi national newspaper and
a regional newspaper each with wide circulation as required under the SEBI (ICDR)
Regulations. In this case being January 16, 2023
Issue Price The Price at which the Equity Shares are being issued by our Company under this
Prospectus being Rs. 72.00 per equity share.
Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both
days and during which prospective Applicants can submit their Applications.
Issue Size The Public Issue of 18,12,800 Equity shares of Rs. 10/- each at issue price of Rs. 72.00
per Equity share, including a premium of Rs. 62.00 per equity share aggregating to Rs.
1305.22 Lakhs.
Issue Proceeds Proceeds to be raised by our Company through this Issue, for further details please refer
chapter titled “Objects of the Issue” page 71 of this Prospectus
LM/Lead Manager Beeline Capital Advisors Private Limited
Market Making Agreement The Market Making Agreement dated December 30, 2022 between our Company, Lead
Manager and Market Maker.
Market Maker Reservation Portion The reserved portion of 91,200 Equity Shares of Rs. 10 each at an Issue price of Rs. 72.00
each aggregating to Rs. 65.66 Lakhs to be subscribed by Market Maker in this issue.
Memorandum of Understanding / The Memorandum of Understanding dated April 12, 2022 between our Company and
MOU LM.
Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996,
as amended from time to time
Net Issue The Issue (excluding the Market Maker Reservation Portion) of 17,21,600 equity Shares
of Rs. 10 each at a price of Rs. 72.00 per Equity Share (the “Issue Price”), including a
share premium of Rs. 62.00 per equity share aggregating to Rs. 1239.55.
Non-Institutional Investors / Investors other than Retail Individual Investors, NRIs and QIBs who apply for the Equity
Applicant Shares of a value of more than ₹ 2,00,000/-
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs,
Eligible QFIs, FIIs registered with SEBI and FVCIs registered with SEBI
NSE National Stock Exchange of India Limited
NSE EMERGE The SME platform of NSE, approved by SEBI as an SME Exchange for listing of equity
shares Issued under Chapter IX of the SEBI ICDR Regulations.
Other Investor Investors other than Retail Individual Investors. These include individual applicants other
than retail individual investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
Overseas Corporate Body/ OCB Overseas Corporate Body means and includes an entity defined in clause (xi) of
Regulation 2 of the Foreign Exchange Management (Withdrawal of General Permission
to Overseas Corporate Bodies (OCB‘s) Regulations 2003 and which was in existence on
the date of the commencement of these Regulations and immediately prior to such
commencement was eligible to undertake transactions pursuant to the general permission
granted under the Regulations. OCBs are not allowed to invest in this Issue.
Prospectus The prospectus, filed with the RoC in accordance with the provisions of Section 23, 26
and 32 of the Companies Act, 2013.
Public Issue Account Account opened with the Bankers to the Issue to receive monies from the SCSBs from
the bank account of the ASBA Applicant, on the Designated Date.
Qualified Foreign Investors / QFIs Non-resident investors other than SEBI registered FIIs or sub-accounts or SEBI
registered FVCIs who meet ‘know your client’ requirements prescribed by SEBI.
Qualified Institutional Buyers/ A Mutual Fund, Venture Capital Fund and Foreign Venture Capital Investor registered
QIBs with the SEBI, a foreign institutional investor and sub-account (other than a sub-account
which is a foreign corporate or foreign individual), registered with the SEBI; a public
financial institution as defined in Section 2(72) of the Companies Act, 2013; a scheduled
commercial bank; a multilateral and bilateral development financial institution; a state
industrial development corporation; an insurance company registered with the Insurance
Regulatory and Development Authority; a provident fund with minimum corpus of Rs.
25.00 Crore; a pension fund with minimum corpus of Rs 25.00 Crore; National
5
Terms Description
Investment Fund set up by resolution No. F. No. 2/3/2005 – DDII dated November 23,
2005 of the Government of India published in the Gazette of India, insurance funds set
up and managed by army, navy or air force of the Union of India and insurance funds set
up and managed by the Department of Posts, India.
Registrar/ Registrar to the Issue/ Registrar to the Issue being Link Intime India Private Limited
RTA/ RTI
Registrar Agreement The agreement dated April 07, 2022 entered into between our Company, and the Registrar
to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to the Issue.
Reserved Category/ Categories Categories of persons eligible for making application under reservation portion.
Regulations SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018 as amended from
time to time.
Retail Individual Investors Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply
for the Equity Shares of a value of not more than Rs. 2,00,000.
Registered Broker Individuals or companies registered with SEBI as “Trading Members”(except Syndicate/
Sub-Syndicate Members) who hold valid membership of either BSE or NSE having right
to trade in stocks listed on Stock Exchanges ,through which investors can buy or sell
securities listed on stock exchanges, a list of which is available on
http://www.nseindia.com/membership/content/cat_of_mem.htm
Reserved Category/ Categories Categories of persons eligible for making application under reservation portion.
Reservation Portion The portion of the Issue reserved for category of eligible Applicants as provided under
the SEBI (ICDR) Regulations, 2018
Revision Form The form used by the Applicants to modify the quantity of Equity Shares or the
Application Amount in any of their Application Forms or any previous Revision Form(s)
Registrar and Share Transfer Agents Registrar and share transfer agents registered with SEBI and eligible to procure
or RTAs Applications at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
SEBI SAST / SEBI (SAST) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended
Regulations
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
Self-Certified Syndicate Bank(s) / Banks which are registered with SEBI under the Securities and Exchange Board of India
SCSB(s) (Bankers to an Issue) Regulations, 1994 and offer services of ASBA, including blocking
of bank account, a list of which is available http://www.sebi.gov.in/pmd/scsb.pdf
SME Exchange SME Platform of the NSE i.e. NSE EMERGE
SEBI(PFUTP) Regulations/ SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities
PFUTP Regulations Markets) Regulations, 2003
Transaction Registration Slip/ TRS The slip or document issued by a member of the Syndicate or an SCSB (only on demand),
as the case may be, to the applicants, as proof of registration of the Application
Underwriters The LM who has underwritten this Issue pursuant to the provisions of the SEBI (ICDR)
Regulations and the Securities and Exchange Board of India (Underwriters) Regulations,
1993, as amended from time to time.
Underwriting Agreement The Agreement dated December 30, 2022 entered between the Underwriters, LM and our
Company.
Unified Payments Interface (UPI) UPI is an instant payment system developed by the NPCI. It enables merging several
banking features, seamless fund routing & merchant payments into one hood. UPI allows
instant transfer of money between any two person’s bank accounts using a payment
address which uniquely identifies a person’s bank Account.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the National Payments Corporation of India (NPCI)
UPI Mandate Request A request (intimating the RII by way of a notification on the UPI application and by way
of a SMS directing the RII to such UPI application) to the RII initiated by the Sponsor
Bank to authorise blocking of funds on the UPI application equivalent to Application
Amount and subsequent debit of funds in case of Allotment
UPI mechanism The bidding mechanism that may be used by an RII to make an Application in the Issue
in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated
November 1, 2018
6
Terms Description
UPI PIN Password to authenticate UPI transaction
U.S. Securities Act U.S. Securities Act of 1933, as amended
Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of
India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable
laws in India.
Working Day In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulation, working day
means all days on which commercial banks in the city as specified in the Prospectus are
open for business:
1. However, in respect of announcement of price band and Issue Period, working day
shall mean all days, excluding Saturday, Sundays and Public holidays, on which
commercial banks in the city as notified in this Prospectus are open for business.
2. In respect to the time period between the Issue closing date and the listing of the
specified securities on the stock exchange, working day shall mean all trading days of
the Stock Exchanges, excluding Sundays and bank holiday in accordance with circular
issued by SEBI.
COMPANY AND INDUSTRY RELATED TERMS
Technical and Industry Related Terms
Term Full Form

CIB&RC Central Insecticide Board and Registration Committee
EC Emulsifiable Concentrates
EW Oil in Water Emulsions
SL Soluble Liquid Concentrates
SC Suspension Concentrates
CS Capsule / Micro-encapsulated Suspensions
OD Oil based Suspension Concentrates / Oil Dispersion
SE Suspo - emulsions
WP Wettable Powders
SG Water Soluble Granules
WDG Water Dispersible Granules
SP Water Soluble Powders
GR Granules
DP Dustable Powders
HPLC High Performance Liquid Chromatography
UV Ultraviolet Spectrography
GC Gas Chromatography
BIS Bureau of Indian Standards
FAO Food and Agriculture Organization of the United Nations
ABBREVIATIONS
Abbreviation Full Form

AS / Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of India
A/c Account
ACS Associate Company Secretary
AGM Annual General Meeting
ASBA Applications Supported by Blocked Amount
Amt Amount
AIF Alternative Investment Funds registered under the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012, as amended.
AY Assessment Year
AOA Articles of Association
Approx Approximately
B. A Bachelor of Arts
7
BBA Bachelor of Business Administration
B. Com Bachelor of Commerce
B. E Bachelor of Engineering
B. Sc Bachelor of Science
B. Tech Bachelor of Technology
Bn Billion
BG/LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
BSE BSE Limited
BSE SENSEX Sensex in an index; market indicator of the position of stock that is listed in the BSE
Banking Regulation Act The Banking Regulation Act, 1949
CDSL Central Depository Services (India) Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation of Allocation Note
Category I Alternate Investment AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Fund / Category I AIF Regulations
Category I Foreign Portfolio FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
Investor(s) / Category I FPIs Regulations
Category II Alternate Investment AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Fund / Category II AIF Regulations
Category II Foreign Portfolio FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI
Investor(s) / Category II FPIs Regulations
Category III Alternate
AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI
Investment Fund / Category III
AIF Regulations
AIF
CA Chartered Accountant
CB Controlling Branch
CDSL Central Depository Services (India) Limited
CC Cash Credit
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CS Company Secretary
CSR Corporate social responsibility.
CS & CO Company Secretary & Compliance Officer
CFO Chief Financial Officer
CENVAT Central Value Added Tax
CIBIL Credit Information Bureau (India) Limited
CST Central Sales Tax
COVID – 19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CWA/ICWA/CMA Cost and Works Accountant
CMD Chairman and Managing Director
Companies Act Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013
to the extent notified) and /or Provisions of Companies Act, 1956 w.r.t. the sections which
have not yet been replaced by the Companies Act, 2013 through any official notification
Depository or Depositories NSDL and CDSL.
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce, Government of
India
DP Depository Participant
DP ID Depository Participant’s Identification Number
EBITDA Earnings Before Interest, Taxes, Depreciation & Amortisation
ECS Electronic Clearing System
ESIC Employee’s State Insurance Corporation
EPS Earnings Per Share
8
EGM /EOGM Extraordinary General Meeting
ESOP Employee Stock Option Plan
EXIM/ EXIM Policy Export – Import Policy
FCNR Account Foreign Currency Non Resident Account
FIPB Foreign Investment Promotion Board
FY / Fiscal/Financial Year Period of twelve months ended March 31 of that particular year, unless otherwise stated
FEMA Foreign Exchange Management Act, 1999 as amended from time to time, and the
regulations framed there under.
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2017
FCNR Account Foreign Currency Non Resident Account
FBT Fringe Benefit Tax
FDI Foreign Direct Investment
FIs Financial Institutions
FIIs Foreign Institutional Investors (as defined under Foreign Exchange Management (Transfer
or Issue of Security by a Person Resident outside India) Regulations, 2000) registered with
SEBI under applicable laws in India
FPIs Foreign Portfolio Investors as defined under the SEBI FPI Regulations.
FTA Foreign Trade Agreement.
FVCI Foreign Venture Capital Investors registered with SEBI under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000.
FV Face Value
GoI/Government Government of India
GDP Gross Domestic Product
GAAP Generally Accepted Accounting Principles in India
GST Goods and Service Tax
GVA Gross Value Added
HNI High Net Worth Individual
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICAI/ICMAI (Previously known
The Institute of Cost Accountants of India
as ICWAI)
IMF International Monetary Fund
INR / ₹/ Rupees/Rs. Indian Rupees, the legal currency of the Republic of India
IIP Index of Industrial Production
IPO Initial Public Offer
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
i.e That is
I.T. Act Income Tax Act, 1961, as amended from time to time
IT Authorities Income Tax Authorities
IT Rules Income Tax Rules, 1962, as amended, except as stated otherwise
Indian GAAP Generally Accepted Accounting Principles in India
IRDA Insurance Regulatory and Development Authority
KMP Key Managerial Personnel
LM Lead Manager
Ltd. Limited
MAT Minimum Alternate Tax
MCA Ministry of Corporate Affairs, Government of India
MoF Ministry of Finance, Government of India
M-o-M Month-On-Month
MOU Memorandum of Understanding
M. A Master of Arts
M. B. A Master of Business Administration
9
M. Com Master of Commerce
Mn Million
M. E Master of Engineering
MRP Maximum Retail Price
M. Tech Masters of Technology
Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992
MAPIN Market Participants and Investors Database
MSMEs Micro, Small and medium Enterprises
MoA Memorandum of Association
NA Not Applicable
Networth The aggregate of paid up Share Capital and Share Premium account and Reserves and
Surplus(Excluding revaluation reserves) as reduced by aggregate of Miscellaneous
Expenditure(to the extent not written off) and debit balance of Profit & Loss Account
NEFT National Electronic Funds Transfer
NECS National Electronic Clearing System
NAV Net Asset Value
NPV Net Present Value
NRIs Non-Resident Indians
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NSE National Stock Exchange of India Limited
NOC No Objection Certificate
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
P.A. Per Annum
PF Provident Fund
PG Post Graduate
PAC Persons Acting in Concert
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
PLI Postal Life Insurance
POA Power of Attorney
PSU Public Sector Undertaking(s)
Pvt. Private
RBI The Reserve Bank of India
ROE Return on Equity
R&D Research & Development
RONW Return on Net Worth
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SCSB Self-Certified Syndicate Banks
SEBI Securities and Exchange Board of India
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012,
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995,
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as
amended from time to time
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000, as amended from time to time
10
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
Regulations as amended from time to time.
SEBI LODR Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
SEBI SAST Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
repealed by the SEBI AIF Regulations, as amended
SICA Sick Industrial Companies (Special provisions) Act, 1985, as amended from time to time
SME Small and Medium Enterprises
STT Securities Transaction Tax
Sec. Section
SPV Special Purpose Vehicle
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
TAN Tax Deduction Account Number
TDS Tax Deducted at Source
TRS Transaction Registration Slip
TIN Taxpayers Identification Number
US/United States United States of America
UPI Unified Payments Interface as a payment mechanism through National Payments
Corporation of India with Application Supported by Block Amount for applications in
public issues by retail individual investors through SCSBs
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
VCF / Venture Capital Fund Foreign Venture Capital Funds as defined under the SEBI AIF Regulations
VAT Value Added Tax
w.e.f. With effect from
WIP Work in process
Wilful Defaulter An entity or person categorised as a wilful defaulter by any bank or financial institution or
consortium thereof, in terms of regulation 2(1)(lll) of the SEBI ICDR Regulations
YoY Year over Year
The words and expressions used but not defined in this Prospectus will have the same meaning as assigned to such terms under
the Companies Act, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, the Depositories Act and
the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”, “Statement of
Possible Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “Financial Information of our Company”,
“Outstanding Litigations and Material Developments” and “Issue Procedure”, will have the meaning ascribed to such terms in
these respective sections.
11
CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in the Prospectus to “India” are to the Republic of India. All references in the Prospectus to the “U.S.”, “USA” or
“United States” are to the United States of America.
In this Prospectus, the terms “we”, “us”, “our”, the “Company”, “our Company”, “Aristo Bio-Tech and Lifescience Limited”,
“ABLL”, and, unless the context otherwise indicates or implies, refers to Aristo Bio-Tech and Lifescience Limited. In this
Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word “Lac /
Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lac / Lakh”, the word “Crore” means “ten million”
and the word “billion (bn)” means “one hundred crore”. In this Prospectus, any discrepancies in any table between total and the
sum of the amounts listed are due to rounding-off.
Use of Financial Data
Unless stated otherwise, throughout this Prospectus, all figures have been expressed in Rupees and Lakh. Unless stated otherwise,
the financial data in the Prospectus is derived from our financial statements prepared and restated for the period ended September
30, 2022 and financial year ended on March 31, 2022, 2021 and 2020 in accordance with Indian GAAP, the Companies Act and
SEBI (ICDR) Regulations, 2018 included under Section titled “Financial Information of our Company” beginning on page 146 of
this Prospectus. Our fiscal year commences on April 1 of every year and ends on March 31st of every next year.
There are significant differences between Indian GAAP, the International Financial Reporting Standards (“IFRS”) and the
Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). Accordingly, the degree to which the
Indian GAAP financial statements included in this Prospectus will provide meaningful information is entirely dependent on the
reader’s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian
accounting practices on the financial disclosures presented in this Prospectus should accordingly be limited. We have not attempted
to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own
advisors regarding such differences and their impact on our financial data.
Any percentage amounts, as set forth in “Risk Factors”, “Business Overview”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and elsewhere in the Prospectus unless otherwise indicated, have been calculated
on the basis of the Company‘s restated financial statements prepared in accordance with the applicable provisions of the Companies
Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Review Auditor,
set out in section titled “Financial Information of our Company” beginning on page 146 of this Prospectus.
For additional definitions used in this Prospectus, see the section “Definitions and Abbreviations” on page 1 of this Prospectus. In
the section titled “Description of Equity Shares and Terms of the Articles of Association”, on page 266 of the Prospectus defined
terms have the meaning given to such terms in the Articles of Association of our Company.
Currency and Units of Presentation
All references to:
 “Rupees” or “INR” or “Rs.” or “₹” are to Indian Rupee, the official currency of the Republic of India; and
 “USD” or “US$” are to United States Dollar, the official currency of the United States.
Our Company has presented certain numerical information in this Prospectus in “Lakhs” units. One Lakh represents 1,00,000. In
this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All
figures derived from our Financial Statements in decimals have been rounded off to the second decimal and all percentage figures
have been rounded off to two decimal place.
Use of Industry & Market Data
Unless stated otherwise, industry and market data and forecast used throughout the prospectus was obtained from internal
Company reports, data, websites, Industry publications report as well as Government Publications. Industry publication data and
website data generally state that the information contained therein has been obtained from sources believed to be reliable, but that
their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.
12
Although, we believe industry and market data used in the Prospectus is reliable, it has not been independently verified by us or
the LM or any of their affiliates or advisors. Similarly, internal Company reports and data, while believed by us to be reliable,
have not been verified by any independent source. There are no standard data gathering methodologies in the industry in which
we conduct our business and methodologies and assumptions may vary widely among different market and industry sources.
In accordance with the SEBI (ICDR) Regulations, the section titled “Basis for Issue Price” on page 76 of the Prospectus includes
information relating to our peer group companies. Such information has been derived from publicly available sources, and neither
we, nor the LM, have independently verified such information.
13
FORWARD LOOKING STATEMENTS
All statements contained in this Prospectus that are not statements of historical fact constitute forward-looking statements. All
statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking
statements. These forward-looking statements include statements with respect to our business strategy, our revenue and
profitability, our projects and other matters discussed in this Prospectus regarding matters that are not historical facts. We have
included statements in the Prospectus which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”,
“expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”,
“project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”.
Also, statements which describe our strategies, objectives, plans or goals are also forward looking statements.
All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement. Forward-looking statements reflect our current
views with respect to future events and are not a guarantee of future performance. These statements are based on our management’s
beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon
which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the
forward-looking statements based on these assumptions could be incorrect. Important factors that could cause actual results to
differ materially from our expectations include but are not limited to:
1. Uncertainty in relation to continuing effect of the COVID-19 pandemic on our business and operations.
2. Destruction in our manufacturing process.
3. Our ability to successfully implement our strategy, our growth and expansion, technological changes.
4. Fail to attract, retain and manage the transition of our management team and other skilled & unskilled employees;
5. Our ability to protect our intellectual property rights and not infringing intellectual property rights of other parties;
6. Ability to respond to technological changes;
7. Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;
8. Inability to successfully obtain registrations in a timely manner or at all;
9. General economic and business conditions in the markets in which we operate and in the local, regional and national
economies;
10. Our ability to effectively manage a variety of business, legal, regulatory, economic, social and political risks associated with
our operations;
11. Recession in the market;
12. Changes in laws and regulations relating to the industries in which we operate;
13. Effect of lack of infrastructure facilities on our business;
14. Our ability to successfully implement our growth strategy and expansion plans;
15. Our ability to meet our capital expenditure requirements;
16. Our ability to attract, retain and manage qualified personnel;
17. Failure to adapt to the changing technology in our industry of operation may adversely affect our business and financial
condition;
18. Failure to obtain any approvals, licenses, registrations and permits in a timely manner;
19. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of
India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
20. Occurrence of natural disasters or calamities affecting the areas in which we have operations;
21. Conflicts of interest with affiliated companies, the promoter group and other related parties;
22. The performance of the financial markets in India and globally;
23. Any adverse outcome in the legal proceedings in which we are involved;
24. Our ability to expand our geographical area of operation;
25. Concentration of ownership among our Promoters.
For further discussion of factors that could cause our actual results to differ, see the Section titled "Risk Factors"; “Business
Overview” & and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page
21, 95 & 184 respectively of the Prospectus. By their nature, certain market risk disclosures are only estimates and could be
materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from
those that have been estimated.
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.
14
Neither our Company, our Directors, our Officers, Lead Manager and Underwriter 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 SEBI
requirements, our Company, and the Lead Manager will ensure that investors in India are informed of material developments until
such time as the grant of listing and trading permission by the Stock Exchange for the Equity Shares allotted pursuant to this Issue.
15
SECTION II: OFFER DOCUMENT SUMMARY
A. PRIMARY DETAIL OF BUISNESS AND INDUSTRY
Summary of Business
Our Company is an agrochemical company which is engaged in the manufacturing, formulation, supplying, packaging and job
work services of various Pesticides, Insecticides, Herbicides, Fungicides, Plant Growth Regulators and a wide variety of other
Agrochemicals for India as well as for Export. Agrochemical industries are very vast field and deals with production and
distribution of pesticides and fertilizers to increase the crop yields. Agrochemicals (Crop protection products/pesticides) are
designed to protect crops from insects, diseases and weeds.
For further details, please refer chapter titled “Business Overview” beginning on Page no. 95 of this Prospectus.
Summary of Industry
Covering more than 80,000 commercial products, India’s chemical industry is extremely diversified and can be broadly classified
into bulk chemicals, specialty chemicals, agrochemicals, petrochemicals, polymers and fertilizers. Globally, India is the fourth-
largest producer of agrochemicals after the United States, Japan and China. India is a net exporter of agrochemicals and the
thirteenth-largest exporter of pesticides and disinfectants. The country’s exports have increased on the account of low-cost
manufacturing, availability of technically trained manpower, seasonal domestic demand, overcapacity, competitive pricing and
strong presence in generic pesticide manufacturing.
For further details, please refer chapter titled “Industry Overview” beginning on Page no. 82 of this Prospectus.
B. OUR PROMOTER
Our company is promoted by Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat and Mr. Ketankumar Harkantbhai
Joshi.
C. SIZE OF THE ISSUE
Public Issue of 18,12,800 Equity Shares of Face Value of ₹10/- each of Aristo Bio-Tech and Lifescience Limited (“ABLL” or
“Our Company”) for Cash at a Price of ₹72/- Per Equity Share (Including a Share Premium of ₹62/- per Equity Share) (“Issue
Price”) aggregating to ₹1305.22 Lakhs, of which 91,200 Equity Shares of Face Value of ₹ 10/- each at a price of ₹72/- aggregating
to ₹65.66 Lakhs will be reserved for subscription by Market Maker (“Market Maker Reservation Portion”) and Net Issue to Public
of 17,21,600 Equity Shares of Face Value of ₹10/- each at a price of ₹72/- aggregating to ₹1239.55 Lakhs (hereinafter referred to
as the “Net Issue”) The Issue and the Net Issue will constitute 26.63% and 25.29% respectively of the Post Issue paid up Equity
Share Capital of Our Company.
D. OBJECT OF THE ISSUE
The fund requirements for each of the Object of the Issue are stated as below:
S. No Particulars Amt. (₹ in % of Total Issue

Lakhs) Size
1. To Meet Working Capital Requirement 935.22 71.65%
2. General Corporate Expenses 250.00 19.15%
3. Public Issue Expenses 120.00 9.19%
Gross Issue Proceeds 1305.22 100.00%
Less: Issue Expenses 120.00
Net Issue Proceeds 1185.22
E. PRE-ISSUE SHAREHOLDING OF OUR PROMOTER AND PROMOTER GROUP AS A PERCENTAGE OF THE

PAID-UP SHARE CAPITAL OF THE COMPANY
Pre-Issue Post Issue

S. No Names Shares Held % Shares Shares % Shares
Held Held Held
16
Promoters
1. Mr. Narendra Singh Barhat 22,80,000 45.65 22,80,000 33.49
2. Mrs. Kusum Narendra Singh Barhat 6,25,000 12.51 6,25,000 9.18
3. Mr. Ketankumar Harkantbhai Joshi 7,20,000 14.41 7,20,000 10.58
TOTAL (A) 36,25,000 72.57 36,25,000 53.25
Promoter Group
1. Mr. Himanshu Barhat 5,15,000 10.31 5,15,000 7.56
2. Narendra Singh Barhat HUF 2,50,000 5.01 2,50,000 3.67
3. Mrs. Richa N Barhat 1,25,000 2.50 1,25,000 1.84
4. Mrs. Neeta Ketan Joshi 4,80,000 9.61 4,80,000 7.05
TOTAL (B) 13,70,000 27.43 13,70,000 20.12
GRAND TOTAL (A+B) 49,95,000 100.00% 49,95,000 73.37
For further details, refer chapter titled “Capital Structure” beginning on page no. 54 of this Prospectus.
F. SUMMARY OF RESTATED FINANCIAL STATEMENT
Restated Financials
(Rs. in Lakhs)
Particulars For the stub period ended For the year ended March 31,
September 30, 2022 2022 2021 2020
Share Capital 499.50 499.50 499.50 499.50
Net Worth 1743.15 1,484.25 1338.08 1230.51
Total Revenue 12907.49 16,603.29 16722.96 20123.94
Profit after Tax 258.90 146.17 107.57 100.74
Earnings Per Share 5.18 2.93 2.15 2.02
Net Asset Value Per Share (₹) 34.90 29.71 26.79 24.63
Total Borrowings 2935.53 2,548.43 2224.77 1970.97
G. There are no material Auditor’s Qualifications in any of the Financial Statements of the Company.
H. SUMMARY OF OUTSTANDING LITIGATION ARE AS FOLLOWS:
Cases against our Company
Nature of Cases No of Outstanding Cases Amount involved (In Lakhs)

Criminal Complaints -- --
Statutory/ Regulatory Authorities -- --
Taxation Matters 4 66.74
Other Litigation 6* Not Ascertainable
* There is one case where our Company and our Directors are parties to the case
Cases filed by our Company

Criminal Complaints 2 7.00
Taxation Matters -- --
Other Litigation -- --
Cases against our Directors and Promoters: -

Other Litigation - Taxation -- --
Other Litigation 3 Not Ascertainable
17
For further information, please refer chapter titled “Outstanding Litigations and Material Developments” on page no. 192 of this
Prospectus.
I. Investors should read chapter titled “Risk Factors” beginning on page no. 21 of this Prospectus to get a more informed
view before making any investment decisions.
J. SUMMARY OF CONTINGENT LIABILITIES
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Contingent liabilities in respect of:
Outstanding Tax Demand with Respect to Sales Tax FY 2013-14 5.77 5.77 5.77 5.77
Outstanding Tax Demand with Respect to Sales Tax FY 2017-18 59.64 59.64 Nil Nil
Estimated amount of contracts remaining to be executed on capital Nil
Nil Nil 50.48
account and not provided for
Total 65.41 65.41 5.77 56.25
For further information, please refer “Annexure X - Contingent Liability” under chapter titled “Financial Information of our
Company” on page no. 146 of this Prospectus.
K. SUMMARY OF RELATED PARTY TRANSACTIONS
(Rs. in Lakhs)
Names of the related parties with whom Orchid Agro System (Associate Concern)
a) transaction were carried out during the years
and description of relationship:-
Kinlak Biotech (Associate Concern)
1 Holding Company NA
2 Subsidiary Companies NA
Key Managerial Person Narendra Singh Barhat
3 Ketankumar Harkantbhai Joshi
Neha Batra
Relatives of Key Management Personnel Kusum Narendra Singh Barhat
with whom transactions have taken place Himanshu Barhat
4
Richa Barhat
Narendra Singh Barhat HUF
Enterprises Owned or controlled by Key Orchid Agro System
5 Management personnel and/or their Kinlak Biotech
Relatives
For the period For the year For the year For the year
Sr.
Particulars ended 30th ended 31 ended 31 ended 31
No.
September 2022 March 2022 March 2021 March 2020
1 Expenses
Director Remuneration 51.00 102.00 102.00 102.00
Narendra Singh Barhat 24.00 48.00 48.00 48.00
Kusum Barhat 13.50 27.00 27.00 27.00
Ketan Joshi 13.50 27.00 27.00 27.00
Director's Sitting Fees 1.62 Nil 1.00 Nil
Raghavendra Mateti 1.00 Nil 1.00 Nil
Rashmi Kamlesh Otvani 0.25 Nil Nil Nil
Surendra Singh Lakhavat 0.25 Nil Nil Nil
Parag Sumeria 0.12 Nil Nil Nil
Rent Paid 1.20 2.40 2.40 2.20
Kusum Barhat 1.20 2.40 2.40 2.20
SALARY 18.78 36.47 34.98 36.80

HIMANSHU BARHAT 9.60 19.20 19.20 19.20
18
RICHA BARHAT 6.90 13.80 13.80 13.80
NEHA BATRA 2.28 3.47 1.98 3.80
2 Issue of Share
Name of Shareholder
Narendra Singh Barhat Nil Nil Nil Nil
N S Barhat HUF Nil Nil Nil Nil
Kusum Barhat Nil Nil Nil Nil
Ketankumar Joshi Nil Nil Nil Nil
Himanshu Barhat Nil Nil Nil Nil
Richa Barhat Nil Nil Nil Nil
Neeta Ketan Joshi Nil Nil Nil Nil
3 Sales 334.00 1,089.43 486.90 468.74
Orchid Agro System 283.61 839.39 286.40 360.78
Kinlak Biotech 50.39 250.05 200.50 107.96
4 Purchase 345.56 594.60 334.50 905.91
Kinlak Biotech Nil Nil Nil 107.96
5 Loan Taken 201.12 171.62 235.54 364.81
Himanshu Barhat
Op. Bal as on 16.05 16.05 16.05 8.75
Add: Loans Taken Nil Nil Nil 7.30
16.05 16.05 16.05 16.05
Less: Loan Repaid Nil Nil Nil Nil
Closing Balance 16.05 16.05 16.05 16.05
Ketan Joshi
Op. Bal as on 34.55 39.55 39.55 35.55
34.55 39.55 39.55 42.05
Less: Loan Repaid Nil 5.00 Nil 2.50
Closing Balance 34.55 34.55 39.55 39.55
Kusum Barhat
Op. Bal as on 30.58 37.48 36.98 13.88
Add: Loans Taken Nil Nil 9.50 24.00
30.58 37.48 46.48 37.88
Less: Loan Repaid 3.50 6.90 9.00 0.90
Closing Balance 27.08 30.58 37.48 36.98
N S Barhat HUF
Op. Bal as on Nil 46.52 187.79 142.77
Nil 46.52 187.79 201.77
Less: Loan Repaid Nil 46.52 141.27 13.98
Closing Balance Nil Nil 46.52 187.79
Narendra Singh Barhat Loan
Op. Bal as on 76.34 82.34 67.84 42.54
Add: Loans Taken 40.00 0.50 14.50 27.00
116.34 82.84 82.34 69.54
Closing Balance 116.34 76.34 82.34 67.84
Richa Barhat Loan
Op. Bal as on 14.10 13.60 16.60 11.00
Add: Loans Taken Nil 3.00 Nil 5.60
14.10 16.60 16.60 16.60
Less: Loan Repaid 7.00 2.50 3.00 Nil
Closing Balance 7.10 14.10 13.60 16.60
Closing Balance of Related Parties

Name 30.09.2022 2021-22 2020-21 2019-20
19
Related Parties
Narendra Singh Barhat
Expenses 4.38 0.24 1.84 0.88
Salary 3.02 3.03 2.83 6.15
Kusum Barhat
Expenses 0.04 Nil 0.27 0.27
Salary 1.72 1.70 1.08 3.56
Ketankumar Harkantbhai Joshi
Salary 1.84 1.66 1.84 3.82
Neha Batra
Salary 0.38 0.33 0.16 0.33
Associate Concerns
Orchid Agro Systems 311.50 461.52 188.61 22.76
Kinlak Biotech 82.85 91.99 56.84 34.13
Relatives of Directors
Himanshu Barhat
Salary 1.33 1.11 0.99 1.89
Expenses Nil 0.01 0.32 0.63
Richa Barhat
Salary 1.06 1.06 1.08 2.08
For details of Restated related party transaction, please refer “Annexure U – Related Party Transaction” under chapter titled
“Restated Financial Statements” beginning on page no. 146 of this Prospectus.
L. There are no financing arrangements whereby the Promoter Group, the Directors of our Company who are the Promoters of
our Company, the Directors of our Company and their relatives have financed the purchase by any other person of securities
of our Company during the period of 6 (six) months immediately preceding the date of this Prospectus.
M. The weighted average price of acquisition of Equity Shares by our Promoters in last one year is:
Our Promoter has not acquired Equity Shares in last year. For further details, refer chapter titled “Capital Structure” beginning
on page no. 54 of this Prospectus.
N. The average cost of acquisition of Equity Shares by our Promoters is:
Name of the Promoter No. of Shares held Average Cost of Acquisition per Share (In
Rs.)*
Mr. Narendra Singh Barhat 22,80,000 2.12
Mrs. Kusum Narendra Singh Barhat 6,25,000 2.16
Mr. Ketankumar Harkantbhai Joshi 7,20,000 3.00
*Average cost of acquisition is calculated on the basis of face value of equity shares of Rs. 10/- each.
O. Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Prospectus till the listing
of the Equity Shares.
P. Except as disclosed in this Prospectus, our Company has not issued any Equity Shares for consideration other than cash in the
one year preceding the date of this Prospectus
Q. Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this
Prospectus.
R. As on date of the Prospectus, our Company has not availed any exemption from complying with any provisions of securities
laws granted by SEBI
20
SECTION III - RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Prospectus,
including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a better
understanding, you should read this section together with "Business Overview" and "Management’s Discussion and Analysis of
Financial Condition and Results of Operations" on pages 95 and 184, respectively, as well as the other financial and statistical
information contained in this Prospectus. The risks and uncertainties described in this section are not the only risks that we may
face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse
effect on our business, results of operations, financial condition and prospects.
If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our cash
flows, business, financial condition and results of operations could suffer, the price of our Equity Shares could decline, and you
may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable,
have been disclosed in the risk factors mentioned below. However, there are risks where the impact is not quantifiable and hence
the same has not been disclosed in such risk factors. Investment in equity and equity related securities involve a degree of risk and
investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are
advised to read the risk factors carefully before taking an investment decision in this Issue. Before making an investment decision,
investors must rely on their own examination of the Issue and us.
This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described
below and elsewhere in this Prospectus. The financial and other related implications of risks concerned, wherever quantifiable,
have been disclosed in the risk factors below. However, there are risk factors the potential effects of which are not quantifiable
and therefore no quantification has been provided with respect to such risk factors. In making an investment decision, prospective
investors must rely on their own examination of our Company and the terms of the Issue, including the merits and the risks involved.
You should not invest in this Issue unless you are prepared to accept the risk of losing all or part of your investment, and you
should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our Equity
Shares.
In this Prospectus, any discrepancies in any table between total and the sums of the amount listed are due to rounding off. Any
percentage amounts, as set forth in "Risk Factors" on page 21 and "Management Discussion and Analysis of Financial Condition
and Results of Operations" on page 184 respectively of this Prospectus unless otherwise indicated, has been calculated on the
basis of the amount disclosed in the "Financial Information of our Company" prepared in accordance with the Indian Accounting
Standards.
Materiality
The Risk factors have been determined and disclosed on the basis of their materiality. The following factors have been considered
for determining the materiality:
1. Some events may have material impact quantitatively;

2. Some events may have material impact qualitatively instead of quantitatively;
3. Some events may not be material individually but may be found material collectively;
4. Some events may not be material at present but may be having material impact in future.
INTERNAL RISK FACTORS
1. We have not received consent from Mr. Sudhir Barhat, Mr. Rajendra Singh Barhat, Mr. Jeevan Barhat, Mrs. Rajeshwari
Bithu, Mr. Rajkumar Arha and Mr. Sunil Arha to include their name in promoter group category.
Mr. Sudhir Barhat, Mr. Rajendra Singh Barhat, Mr. Jeevan Barhat, Mrs. Rajeshwari Bithu, Mr. Rajkumar Arha and Mr. Sunil
Arha have been disclosed as part of our Promoter Group on the basis of being an immediate relative of our Promoters Mr. Narendra
Singh Barhat and Mrs. Kusum Narendra Singh Barhat. However, such persons do not maintain any cordial relations, arrangement,
dealing with our Company, neither have they entered into any financial transactions with us nor have any interest in the business
activities of our Company.
Further, we have provided all the information as available in the records of the Company and in public domain. However, no KYC
information is available in public domain and in the Company. Our Company & Promoters had tried their best efforts to get consent
from Mr. Sudhir Barhat, Mr. Rajendra Singh Barhat, Mr. Jeevan Barhat, Mrs. Rajeshwari Bithu, Mr. Rajkumar Arha and Mr. Sunil
21
Arha but unfortunately, they refused to provide any kind of document or consent for the Initial Public Issue of Aristo Bio-Tech
and Lifescience Limited.
2. Improper storage or handling of our agrochemical products may result in spoilage of and damage to, such agrochemical
products which may adversely affect our business prospects, results of operations and financial condition.
We manufacture Pesticides such as Insecticides, Herbicides, Fungicides, Plant Growth Regulators and a wide variety of other
Agrochemicals. All of our products are mixture of various chemicals which has specific maintenance requirements while handling,
depending on the nature of the chemical. In the event that the said materials are not appropriately stored, handled and transported
under specific conditions, the quality of such products may be affected, resulting in spoilage or delivery of products of sub-standard
quality and any other reason. Any accident or negligence in the procurement, production or storage of our products under sub-
optimal conditions may result in non-compliance with applicable regulatory standards or quality standards and storage conditions
specified by our customers for such products.
Any sale of such non-compliant product may be harmful to the health of end consumers of our products, and any such event may
expose us to liabilities and claims which could adversely affect our brand image and reputation. Any such event may have a
material and adverse effect on our business prospects, results of operations and financial condition.
For further details of our Products, please refer to the chapter titled “Business overview” on page no. 95 of this Prospectus.
3. Highly Volatile Prices of agrochemicals and other products which we manufacture may cause losses if we are unable to
maintain appropriate time span between purchase of material and sale the same.
Chemical is prime material which is used for making Insecticides, Herbicides, Fungicides, Plant Growth Regulators and it is the
basic raw material used by us for manufacturing our products. Agrochemical production costs are spread amongst many variables
such as prices for chemicals of various types. Since these are all separate components which cannot be hedged effectively. Any
fluctuation in the international price of the components of raw materials as aforesaid may affect the price and supply of the raw
materials. Therefore, any significant increase in the prices of raw materials due to any reason, and our inability to pass on increased
costs of raw material to our customers or reduction in demand from our customers, may adversely affect our sales and profitability.
For further details, please refer to the chapter titled “Business overview” on page no. 95 of this Prospectus.
4. We require certain approvals and licenses in the ordinary course of business, including certain registrations from the
Central Insecticides Board and Registration Committee (“CIB&RC”) for our agrochemicals and any failure to successfully
obtain such registrations would adversely affect our operations, results of operations and financial condition.
We are engaged in the manufacture of agrochemicals and our products are required to obtain regulatory pre-approval. As per
Section 9 of the Insecticides Act, any person desiring to import or manufacture any insecticide may apply to the registration
committee, i.e. CIB&RC, for registration of such insecticide and there is a separate registration for each insecticide. Accordingly,
we provide each of our agrochemicals to the CIB&RC for their approval where they check the composition and purity profile of
our agrochemicals before granting registrations. As on the date of this Prospectus, we have obtained registrations and license to
manufacture agrochemicals from the CIB&RC for 182 agrochemicals.
There may be instances where we have not applied for or obtained licenses or registrations in the ordinary course of business.
While no legal action has been initiated against us in respect of these licenses and registrations, we cannot assure you that the
absence of such licenses will not result in a regulatory authority taking any action against us, which may impact our business and
operations.
For further details, please refer to the chapter titled “Business overview” on page no. 95 of this Prospectus.
5. There are outstanding legal proceedings involving our Company, Directors and Promoters. Any adverse decision in such
proceedings may have a material adverse effect on our business, results of operations and financial condition.
We are involved in certain legal proceedings which are pending at different levels of adjudication before various courts, tribunals,
enquiry officers, and appellate authorities.
We cannot provide assurance that these legal proceedings will be decided in our favour. Any adverse decisions in any of the
proceedings may have a significant adverse effect on our business, results of operations, cash flows and financial condition. A
summary of the pending civil and other proceedings involving the Company is provided below:
22
Cases against our Company

Taxation Matters 4 66.74
Other Litigation 6* Not Ascertainable
* There is one case where our Company and our Directors are parties to the case
Cases filed by our Company

Criminal Complaints 2 7.00
Taxation Matters -- --
Other Litigation -- --
Cases against our Directors and Promoters: -

Other Litigation - Taxation -- --
Other Litigation 3 Not Ascertainable
The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include amounts claimed jointly
and severally. Also documents related to some of these cases are not available in records of the Company, hence the information
related them are not ascertainable. If any new developments arise, such as a change in Indian law or rulings against us by appellate
courts or tribunals, we may need to make provisions in our financial statements that could increase our expenses and current
liabilities.
For further details of legal proceedings involving the Company, please see “Outstanding Litigations and Material Developments”
beginning on page 192 of this Prospectus
6. Our business is subject to climatic conditions and is cyclical in nature. Seasonal variations and unfavourable local and
global weather patterns may have an adverse effect on our business, results of operations and financial condition.
As an agrochemical company, our business is sensitive to weather conditions such as rains, drought, floods, cyclones and natural
disasters, as well as events such as pest infestations. There is growing concern that carbon dioxide and other greenhouse gases in
the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme
weather and natural disasters. Our results of operations are significantly affected by weather conditions in the agricultural regions
in which our products are used. The most important determinant of our sales is the volume of crops planted. Adverse conditions
early in the season, especially drought conditions, can result in significantly lower than normal plantings of crops and therefore
lower demand for crop protection products. This can result in our sales in a particular region varying substantially from year to
year.
As a result of such seasonal fluctuations, our sales and results of operations may vary by fiscal quarter and may not be relied upon
as indicators of the sales or results of operations of other fiscal quarters, or of our future performance.
7. The availability, quality and timely delivery of raw material is an important factor for our business, any fluctuation, delay
or increase in cost in same may affect our business and prices.
We procure raw materials from our suppliers. Any failure of our suppliers to deliver, wastages in the necessary quantities or non-
adherence to delivery schedules would adversely affect our production processes and our ability to deliver orders on time and at
the desired level of quality and quantity. Any material shortage or interruption in the supply of raw material due to natural causes
or other factors could impact production, which in turn would have a material adverse effect on our growth and operations.
For further details of our raw material, please refer to chapter titled “Business Overview” beginning on page 95 of this Prospectus.
23
8. We do not have any long-term agreement or contract for supply of raw materials & consequently are exposed to Demand
and supply fluctuations for our raw materials.
We are, to a major extent, dependent on external suppliers for our raw materials requirements and we do not have any long-term
supply agreements or commitments in relation to the same or for any other raw materials used in our manufacturing process.
Consequently, we are exposed to price and supply fluctuations in raw materials, and these fluctuations may adversely affect our
ability to obtain orders and/or to execute them in a timely manner, which would have a material adverse effect on our business,
results of operations and financial condition.
In case of non-availability of raw materials on favorable terms we may have to procure the same at the terms and conditions
prevalent at that point this will result in reducing our revenues by a considerable amount due to shortage of raw material and job
worker or due to inability to procure the same. Further, unfavorable terms of raw materials may also force us to reduce the scale
of our operations resulting in a down-sizing of our overall business. We may have to put on hold any expansion plans and our
business will be adversely affected.
For details of our raw material, please refer section titled “Business Overview” beginning on Page 95 of this Prospectus.
9. There are certain discrepancies and non-compliances noticed in some of our corporate records relating to forms filed with
the Registrar of Companies and taxation authorities.
In the past, there have been some instances of delays in filing statutory forms with the RoC such as ADT-1 & DPT-3 was filed
under the CFSS Scheme, 2020 of MCA without any penalty. In addition to above, our Company has inadvertently filed incorrect
Annual Returns with respect to the shareholding records. Also the Company has taken loan from relative of Directors. Also we
have delayed in filing our GST returns with the concerned offices of the Goods and Service Tax departments on several instances
and have accordingly been subjected to penalty and charged with interest for delayed deposit of tax on various instances.
Although no show cause notice have been issued against our Company till date in respect of above, in the event of any cognizance
being taken by the concerned authorities in respect of above, actions may be taken against our Company and its directors, in which
event the financials of our Company and our directors may be affected.
Further with the expansion of our operations there can be no assurance that deficiencies in our internal controls and compliances
will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such
deficiencies in our internal controls, in a timely manner or at all.
10. The products we deal in are highly regulated by the concerned authorities for quality checks and slightest of deviation in
specified quality parameters may attract litigation from the concerned regional authority for development of agriculture.
We deal in manufacturing of fertilizers, insecticides and pesticides which are highly regulated for maintaining specified quality
parameters. All our products and supplies to our dealers are cheeked randomly for quality on sample basis by the concerned
regional authorities of state for development of agriculture. Although we ensure maintain high quality parameters and quality
checking of our products before dispatch, we may be subjected to litigation and penalties in the event any of our products found
defective or not up to the mark of specified quality parameters for any reason and accordingly our financials and cash flows may
be affected adversely.
11. Our Company has entered into marketing agreement for distributing products manufactured by company to the
distributors. Any contravene by retailers under the agreements will impact the business operation of our company.
Our company has entered into agreements with some of the parties to undertake marketing of products produced by the company
on the terms & conditions as discussed mutually. The products are marketed by the brand names of respective parties. If we fail to
complete the supply to them or our concerned party failed to successfully implement the marketing strategy for products of our
Company, it will impact the financial statement and business of our company.
In addition, any delays in the manufacturing process could affect our supply. In the event if we do not complete our delivery on
time or at all, we may be liable for reduction of sale. Any such inability of ours to complete the obligation and by our retailers in
a timely manner could adversely affect our business, financial condition and results of operations.
For further details of our Business, please refer to chapter titled “Business Overview” beginning on page 95 of this Prospectus.
24
12. If we are not able to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate our
business it may have an adverse effect on our business.
We require certain statutory and regulatory permits, licenses and approvals to operate our business. Though we believe that we
have obtained all permits and licenses which are adequate to run our business, we cannot assure that there is no other
statutory/regulatory requirement which we are required to comply with. Further, some of these approvals are granted for fixed
periods of time and need renewal from time to time. We are required to renew such permits, licenses and approvals. There can be
no assurance that the relevant authorities will issue any of such permits or approvals in time or at all.
Failure by us to renew, maintain or obtain the required permits or approvals in time may result in the interruption of our operations
and may have a material adverse effect on our business.
For further details, see section on “Government and Other Approvals” beginning on page 200 of the Prospectus.
13. Our Company has not entered into any long-term contracts with any of its customers and we typically operate on the basis
of orders. Inability to maintain regular order flow would adversely impact our revenues and profitability.
Our Company has long standing business relationships with various customers for its technical and manufacturing competence in
Agrochemical industry. However, we have not entered into any specific contracts with these customers and we cater to them on
an order basis. As a result, our customers can terminate their relationships with us without any notice, which could materially and
adversely impact our business and impacts our revenue because of fluctuations in demand for our products. Our Company's
customers have no obligation to place order with us and may either cancel, reduce or delay orders. The orders placed by our
Company's customers are dependent on factors such as the customer satisfaction with the level of consistency in quality, price and
delivery of the products that our Company supplies. Although we place a strong emphasis on quality, timely delivery of our
products and availability of a variety range of our products, in the absence of long-term contracts, any sudden change in the buying
pattern of buyers could adversely affect the business and the profitability of our Company.
For further details of our business, please refer to chapter titled “Business Overview” beginning on page 95 of this Prospectus.
14. Mismanagement of our inventory could have an adverse impact on our operations flow, supply to customers and additional
cost.
Being a manufacturing concern stocking the right amount of inventory is crucial. If we order insufficient inventory than our
production will suffer and our effectiveness will also get affected. On the other hand, if we keep extra inventory, there’s a chance
we’ll be stuck with lots of extra stock that will cost us with maintenance expenditure. The time lag present in the supply chain,
from supplier to user at every stage, requires us to maintain certain amounts of inventory to be used in this lead time. Inventories
are maintained as buffers to meet uncertainties in demand, supply and movements of goods. The results of operations of our
business are dependent on our ability to effectively manage our inventory and stocks. To do the same we must be able to accurately
estimate customer demand and supply requirements and manufacture and trade inventory accordingly. If we misjudge expected
customer demand it could adversely impact by causing either a shortage of products or an accumulation of excess inventory. We
estimate our sales on the basis of our contemplation of the customer demand. Any disruption in operative conditions of our
customers may cause loss of sales; consequently, our inventory in stock will depreciate.
15. The property used by the Company for the purpose of its operations and storage is not owned by us. Any termination of
the relevant lease agreement or rent agreement in connection with such property or our failure to renew the same could
adversely affect our operations.
Our production unit is located at E-26, G.I.D.C Estate, Manjusar, Taluka Savli, Vadodara, Gujarat - 391775, India and the same
is not owned by us. We have obtained this property on lease from Gujarat Industrial Development Corporation through Lease
Agreement dated December 19, 2006 for lease period of 99 years. Any termination of the lease in connection with this property
or our failure to renew the same, in a timely manner or at all could adversely affect our operations.
Our branch office is situated at 4 Neel Orchid, Plot No-41, Sector 10 New Panvel (West), Navi Mumbai-410206, Mumbai, India
and the same is not owned by us. We have obtained this property on leave and license basis from our Director through Leave and
License Agreement dated August 22, 2019 starting from the date of agreement for a period of 60 months. The agreement is valid
through August 21, 2024. This office is owned by one of our directors and has been acquired by us on a medium-term rental basis.
25
The company has also taken some Branch office and warehouses on rent in Bhatinda through Rent agreement. Any delay or
termination in renewal of such agreement will affect our business operations.
For details regarding properties taken on lease refer the Section titled ―Properties – “Business Overview” beginning on page no.
95 of this Prospectus.
16. Any delay in production at, or shutdown of our manufacturing facilities, could adversely affect our business, results of
operations and financial condition.
The success of our manufacturing activities depends on, among other things, the productivity of our workforce, compliance with
regulatory requirements and the continued functioning of our manufacturing processes and machinery. Disruptions in our
manufacturing activities could delay production or require us to shut down the affected manufacturing facility. Moreover, our
products are permitted to be manufactured at our factory that have received specific approvals, and any shut down of such factory
will result in us being unable to manufacture such products for the duration of such shut down. Such an event will result in us
being unable to meet with our contractual commitments, which will have an adverse effect on our business, results of operations
and financial conditions.
17. Our top ten customers contribute majority of our revenues from operations. Any loss of business from one or more of
them may adversely affect our revenues and profitability.
Our top ten customers have contributed 57.00%, 42.45% and 45.78% of our revenues for the period ended March 31, 2022, March
31, 2021 and March 31, 2020 based on Restated Financial Statements. However, our top customers may vary from period to period
depending on the demand and thus the composition and revenue generated from these customers might change as we continue to
add new customers in normal course of business. Since our business is concentrated among relatively few significant customers,
we could experience a reduction in our results of operations, cash flows and liquidity if we lose one or more of these customers or
the amount of business we obtain from them is reduced for any reason, including but not limited on account of any dispute or
disqualification.
Accordingly, we cannot assure you that the customers which contribute to the major part of our revenue stream will pay us the
amounts due to us on time, or at all. In the event any of our significant customers fail to fulfil their respective obligations, our
business, financial condition and results of operations would be adversely affected. While we believe we have maintained good
and long term relationships with our customers, there can be no assurance that we will continue to have such long term relationship
with them. We cannot assure that we shall generate the same quantum of business, or any business at all, from these customers,
and loss of business from one or more of them may adversely affect our revenues and profitability.
18. Our top ten suppliers contribute majority of our purchases. Any loss of business with one or more of them may adversely
affect our business operations and profitability.
Our top ten suppliers contributed approximately 54.37% 49.37%, and 51.15% of our total purchases for the period ended March
31, 2022, March 31, 2021 and March 31, 2020 based on Restated Financial Statements. However, our top suppliers may vary from
period to period depending on the demand-supply mechanism and thus the supply process from these suppliers might change as
we continue to seek more cost effective suppliers in normal course of business. Since our business is concentrated among relatively
few significant suppliers, we could experience a reduction in our purchases and business operations if we lose one or more of these
suppliers, including but not limited on account of any dispute or disqualification.
While we believe we have maintained good and long term relationships with our other suppliers too, there can be no assurance
that we will continue to have such long term relationship with them. We cannot assure that we shall do the same quantum of
business, or any business at all, with these customers, and loss of business with one or more of them may adversely affect our
purchases and business operations.
19. We have not identified any alternate source of raising the working capital mentioned as our ‘Objects of the Issue’. Any
shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.
Our Company has not identified any alternate source of funding for our working capital requirement and for general corporate
purposes and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Issue proceeds can
adversely affect our growth plan and profitability. The delay/shortfall in receiving these proceeds could result in inadequacy of
26
working capital or may require our Company to borrow funds on unfavorable terms, both of which scenarios may affect the
business operation and financial performance of the Company.
For further details of our Object for the Issue, please refer chapter titled “Object for the Issue” beginning on Page 71 of this
Prospectus.
20. Our operating results could be adversely affected by weakening of economic conditions due to lock-down in all parts of
India and other parts of world & other situation due to pandemic Covid-19.
Our overall performance depends on the economic conditions of India in relation to agrochemical industry. Certain economies
have experienced periods of downturn due to the present situation prevailing in India and outside India due to pandemic disease
of Covid-19 which impacts financial markets, concerns regarding the stability and viability of major financial institutions, declines
in gross domestic product, increases in unemployment, volatility in commodity prices and worldwide stock markets, and excessive
government debt. The pandemic disease has adversely affected our business.
Moreover, the instability in the global economy affects countries in different ways, at different times and with varying severity,
which makes the impact to our business unforeseeable and indeterminate. Any of these events, as well as a general weakening of,
or declining corporate confidence in the global economy have a material adverse effect on our business, operating results and
financial condition.
21. Some of our goods contains materials and substances which are hazardous in nature. In the event of any accidents
involving any such hazardous materials and substances, our Company may be held liable for subsequent damages and
litigations.
Improper or negligent handling and/ or storing hazardous material and/ or substances at our operation premises may cause personal
injury or loss of life and may further lead to severe damage or destruction to property or equipment and environmental damage
and may result in the suspension of operations and further imposition of civil and criminal liabilities. Any mishandling of hazardous
substances by us could affect our business adversely and may impose liabilities on our Company. Liabilities incurred as a result
of these events have the potential to adversely impact our financial position.
22. Our failure to adapt to technological developments or industry trends could affect the performance and features of our
products, and reduce our attractiveness to our customers.
As our operations grow in scope and size, whether through offering of new products or expansion into new markets, we must
continuously improve, upgrade, adapt and expand our systems and infrastructure to offer our customers enhanced products,
features and functionality ahead of rapidly evolving customer demands, while maintaining the reliability and integrity of our
systems and infrastructure in a cost-efficient and competitive manner. The systems, infrastructure and technologies we currently
employ may become obsolete or be unable to support our increased size and scale. Even if we are able to maintain, upgrade or
replace our existing systems or innovate or customize and develop new technologies and systems, we may not be as quick or
efficient as our competitors in upgrading or replacing our systems. We may be unable to devote adequate financial resources or
obtain sufficient financing on commercially acceptable terms in time, or at all, which may have a material adverse effect on our
business, prospects, results of operation and financial condition.
For further details regarding our business, please refer to chapter titled “Business Overview” beginning on Page 95 of this
Prospectus.
23. We have a substantial amount of outstanding indebtedness, which requires significant cash flows to service and are subject
to certain conditions and restrictions in terms of our financing arrangements, which restricts our ability to conduct our
business and operations in the manner we desire.
As of September 30, 2022, our long term borrowings were ₹ 1210.46 Lakhs & short term borrowings were ₹ 1725.08 Lakhs and
we will continue to incur additional indebtedness in the future. Our level of indebtedness has important consequences to us, such
as:
 increasing our vulnerability to general adverse economic, industry and competitive conditions;
 limiting our ability to borrow additional amounts in the future;
 affecting our capital adequacy requirements; and
27
 Increasing our finance costs.
In the event we breach any financial or other covenants contained in any of our financing arrangements or in the event we had
breached any terms in the past which is noticed in the future, we may be required to immediately repay our borrowings either in
whole or in part, together with any related costs. If the lenders of a material amount of the outstanding loans declare an event of
default simultaneously, our Company may be unable to pay its debts when they fall due. For further details of our Company’s
borrowings, see “Financial Information of our Company” on page 146 of this Prospectus.
24. If we are not successful in managing our growth, our business may be disrupted and our profitability may be reduced.
We have experienced sustainable growth in recent years and expect our businesses to continue to grow significantly. Our future
growth is subject to risks arising from a rapid increase in volume, and inability to retain and recruit skilled staff. We may not grow
at a rate comparable to our growth rate in the past, either in terms of income or profit.
Our future growth may place significant demands on our management and operations and require us to continuously evolve and
improve our financial, operational and other internal controls within our Company. In particular, continued expansion may pose
challenges in:
 maintaining high levels of quality control and cost effective manufacturing, process and customer satisfaction;
 recruiting, training and retaining sufficient skilled management and technical personnel for our manufacturing process;
 developing and improving our internal administrative infrastructure, particularly our financial,
 operational, communications, internal control and other internal systems;
 making accurate assessments of the resources;
 adhering to the standards of health, safety and environment and quality and process execution to meet clients’
expectations;
 strengthening internal control and ensuring compliance with legal and contractual obligations;
 Managing relationships with customers, suppliers and lenders.
If we are not successful in managing our growth, our business may be disrupted and profitability may be reduced. Our business,
prospects, financial condition and results of operations may be adversely affected.
25. The unsecured loan availed by our Company from Directors and Promoter group may be recalled at any given point of
time.
Our Company has been availing unsecured loans from Directors and Promoter group from time to time. The total outstanding
payable to them as on September 30, 2022 amounts to Rs. 201.12 Lakhs. Although there are no terms and condition prescribed for
repayment of unsecured loan which can be recalled at any given point of time during ordinary course of business and thus may
affect the business operations and financial performance of our Company.
For further details regarding loans availed by our Company, please refer “Financial Information of our Company” on page 146 of
this Prospectus.
26. We are subject to foreign currency exchange rate fluctuations which could have a material and adverse effect on our
results of operations and financial conditions.
We receive in foreign currencies during the normal course of business for selling products to our global customers at mutually
agreed prices. Changes in value of currencies with respect to the Rupee may cause fluctuations in our operating results expressed
in Rupees. The exchange rate between the Rupee and other currencies is variable and may continue to fluctuate in future.
Fluctuations in the exchange rates may affect our Company to the extent of cost of goods and sales in foreign currency terms.
Although we generally hedge our foreign exposure, any adverse or unforeseen fluctuations with respect to the unhedged exchange
rate of any foreign currency for Indian Rupees may affect our Company’s results of operations.
27. Any failure to comply with financial and other restrictive covenants imposed on us under our financing agreements may
affect our operational flexibility, business, results of operations and prospects.
As on September 30, 2022, our total secured borrowings amounted to Rs. 2734.42 Lakhs from Banks. Our leverage has several
important consequences, including the following:
 A portion of our cash flow will be used towards repayment of debt, which will reduce the availability of cash to fund
working capital requirements, capital expenditures and other general corporate purposes;
28
 Our borrowing cost and the existence of encumbrances on a significant portion of our immovable properties may
constrain. In the event of enforcement of an event of default in connection with such secured borrowings (which is not
waived or cured), our ability to continue to operate our business at such locations may be restricted;
 Fluctuations in interest rates may affect our cost of borrowing, as all or a substantial part of our borrowings is at floating
rates of interest; and
 Our financing agreements require us to obtain the consent of, or to intimate, our lenders for certain actions including
change in shareholding or directorship of our Company, remuneration to Directors, drawdown of further loans, issuance
of guarantees, and for certain corporate actions, including alterations to our Memorandum and Articles of Association,
Payment of Dividend and balance of unsecured loan of Director. Our failure to comply with financial or restrictive
covenants or periodic reporting requirements or to obtain our lenders’ consent to take certain actions in a timely manner
or at all may result in declaration of an event of default by any current or future lenders, which may accelerate repayment
or increase applicable interest rates or trigger cross-default or cross-acceleration under other financing agreements.
The termination of, or declaration or enforcement of default under, any current or future financing agreement (if not waived or
cured) may affect our ability to raise additional funds or renew maturing borrowings to finance our existing operations and pursue
our growth initiatives and, therefore, have an effect on our business, results of operations and prospects.
For further details of our loans, Please refer chapter titled “Financial Information of our Company” beginning on Page 146 of this
Prospectus.
28. We have entered into and may enter into related party transactions in the future also.
Our Company in the past has entered into Related Party Transactions and may continue to do so in future also, which may affect
our competitive edge. Our Company had entered into various transactions with our Promoters, Promoter Group, Directors and
their Relatives. These transactions, inter-alia includes salary, remuneration, loans and advances, interest and purchase and sales
etc. Our Company entered into such transactions at arm length price and due to easy proximity & quick execution.
However, there is no assurance that we could not have obtained better and more favorable terms that our Company not entered
into such related party transactions. Our Company may enter into such transactions in future also and we cannot assure that in such
an event there would be no adverse effect on results of our operations. For details please refer to Annexure U on Related Party
Transactions of the Auditor’s Report under Section titled “Financial Information of our Company” beginning on page no.146 of
this Prospectus
29. Our Promoters have provided personal guarantees for loans availed by our Company. Our business, financial condition,
results of operations, cash flows and prospects may be adversely affected by the invocation of all or any personal
guarantees provided by our Promoter.
Our Promoters and Directors have provided personal guarantees to secure a significant portion of our existing borrowings, and
may post listing continue to provide such guarantees and other security. In case of a default under our loan agreements, any of the
personal guarantees provided by our Promoter and Directors may be invoked, which could negatively impact the reputation of our
Company. Also, we may face certain impediments in taking decisions in relation to our Company, which in turn would result in a
material adverse effect on our financial condition, business, results of operations and prospects and would negatively impact our
reputation.
In addition, our Promoters and Directors may be required to liquidate their shareholding in our Company to settle the claims of
the lenders, thereby diluting their shareholding in our Company. Also if our Promoters and Directors revoke their personal
guarantees and we may not be successful in procuring alternate guarantees and property satisfactory to the lenders, as a result we
may need to repay outstanding amounts under such facilities or seek additional sources of capital, which could affect our financial
condition and cash flows.
For further details regarding loans availed by our Company, please refer “Financial Information of our Company” on page no. 146
of this Prospectus.
29
30. Our success is dependent on our Promoters, senior management and skilled manpower. Our inability to attract and retain
key personnel or the loss of services of our Promoters or Managing Director and Whole Time Directors may have an
adverse effect on our business prospects.
Our Promoters, Managing Director, Whole Time Directors and senior management have significantly contributed to the growth
of our business, and our future success is dependent on the continued services of our senior management team. Our Managing
Directors Mr. Narendra Singh Barhat and whole-time Directors Mr. Ketankumar Harkantbhai Joshi are having experience of 45
years and 26 years respectively in agrochemicals Industry which turn out beneficial for the Company. An inability to retain any
key managerial personnel may have an adverse effect on our operations. Our ability to execute contracts and to obtain new clients
also depends on our ability to attract, train, motivate and retain highly skilled professionals, particularly at managerial levels. We
might face challenges in recruiting suitably skilled personnel, particularly as we continue to grow and diversify our operations. In
the future, we may also not be unable to compete with other larger companies for suitably skilled personnel due to their ability to
offer more competitive compensation and benefits. The loss of any of the members of our senior management team, our directors
or other key personnel or an inability on our part to manage the attrition levels; may materially and adversely impact our business,
results of operations, financial condition and growth prospects.
The success of our business is also dependent upon our ability to hire, retain, and utilize qualified personnel and corporate
management professionals who have the required experience and expertise. From time to time, it may be difficult to attract and
retain qualified individuals with the requisite expertise and we may not be able to satisfy the demand from customers for our
Products because of our inability to successfully hire and retain qualified personnel.
For further details of our Promoters and Management, please refer chapter titled “Our Promoters and Promoter Group” and “Our
Management” beginning on Page 140 & 127 of this Prospectus.
31. If there is a change in policies related to tax, duties or other such levies applicable to us, it may affect our results of
operations.
We benefit from certain tax regulations and incentives that accord favorable treatment to certain of our operations as well as for
our activities. These tax benefits include income tax deductions and other taxes. For details regarding income tax deductions,
please refer to the chapter “Statement of Possible Tax Benefits” on page 78 of this Prospectus.
New or revised accounting policies or policies related to tax, duties or other such levies promulgated from time to time by the
relevant authorities may significantly affect our results of operations. We cannot assure you that we would continue to be eligible
for such lower tax rates or any other benefits. The reduction or termination of our tax incentives, or non-compliance with the
conditions under which such tax incentives are made available, will increase our tax liability and affect our business, prospects,
results of operations and financial condition.
32. We have experienced negative cash flows in the past. Any such negative cash flows in the future could affect our business,
results of operations and prospects.
Our Company had reported certain negative cash flows from investing activities and financing activities in the previous years as
per the Restated Financial Statements and the same are summarized as under:
(Rs. in Lakhs)
Particulars For the stub period ended For the year ended March 31,
September 30, 2022 2022 2021 2020
Cash flow from Operating Activities 278.54 682.25 228.41 140.70
Cash flow from Investing Activities (213.51) (318.61) (197.78) (219.23)
Cash flow from Financing Activities 24.09 (333.23) (71.91) 87.25
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital expenditure, pay
dividends, repay loans and make new investments without raising finance from external resources. If our Company is not able to
generate sufficient cash flows, it may affect our business and financial operations. For further please refer chapter titled “Financial
Information of our company” beginning on Page 146 of this Prospectus.
33. Our Promoters and Executive Directors hold Equity Shares in our Company and are therefore interested in the
Company’s performance in addition to their remuneration and reimbursement of expenses.
Our Promoters and Directors are interested in our Company, in addition to regular remuneration or benefits and reimbursement of
expenses, to the extent of their shareholding in our Company. We cannot assure you that our Promoters will exercise their rights
30
as shareholders to the benefit and best interest of our Company. Our Promoters may take or block actions with respect to our
business which may conflict with the best interests of the Company or that of minority shareholders. For further information on
the interest of our Promoters and Directors of our Company, other than reimbursement of expenses incurred or normal
remuneration or benefits, see “Our Management” and “Our Promoters and Promoter Group” on pages 127 and 140 respectively
of this Prospectus.
34. Our lenders have charge over our immovable and movable properties in respect of finance availed by us.
We have provided security in respect of loans / facilities availed by us from banks by creating a charge over our immovable and
movable properties. The total amounts outstanding and payable by us as secured loans were Rs. 2734.42 lakhs as on September
30, 2022. In the event we default in repayment of the loans / facilities availed by us and any interest thereof, our properties may
be subject to forfeiture by lenders, which in turn could have significant adverse effect on business, financial condition or results
of operations. For further details of secured loans of our Company, please refer the chapter titled “Financial Information of our
Company” on page no. 146 of this Prospectus.
35. Our marketing and advertising campaigns may not be successful in increasing the popularity of our products and
offerings. If our marketing initiatives are not effective, this may adversely affect our business and results of operations.
Our revenues are influenced by our marketing plans including advertising. If we adopt unsuccessful marketing and advertising
campaigns, we may fail to attract new customers or retain existing customers. If our marketing and advertising strategies are
unsuccessful, our business and results of operations could be materially adversely affected. In addition, the support of our
employees is also critical for the success of our marketing programmes, such as local marketing and any new strategic initiatives
we seek to undertake. While we can mandate certain strategic initiatives, we need the active support of our employees if the
implementation of these initiatives is to be successful. The failure of our employees to support our marketing programmes and
strategic initiatives could adversely affect our ability to implement our business strategy and harm our business, financial condition,
results of operations and prospects.
In addition, increased spending by our competitors on advertising and promotion or an increase in the cost of advertising in the
markets in which we operate, could adversely affect our results of operations and financial condition. Moreover, a material decrease
in our funds earmarked for marketing and advertising or an ineffective advertising campaign relative to that of our competitors,
could also adversely affect our business and results of operations.
36. Misconduct or errors by manpower engaged by us could expose us to business risks or losses that could affect our business
prospects, results of operations and financial condition.
Misconduct or errors by manpower engaged by us could expose us to business risks or losses, including regulatory sanctions,
penalties and serious harm to our business. Such misconduct includes breach of security requirements, misappropriation of funds,
hiding unauthorized activities, failure to observe our stringent operational standards and processes and improper use of confidential
information. It is not always possible to detect or deter such misconduct, and the precautions we take to prevent and detect such
misconduct may not be effective. The risks associated with the deployment of manpower include possible claims relating to:
 actions or inactions, including matters for which we may have to indemnify our customers;
 Our failure to adequately verify personnel backgrounds and qualifications resulting in deficient services;
 failure of manpower engaged by us to adequately perform their duties or absenteeism;
 errors or malicious acts or violation of security, privacy, health and safety regulations; and
These claims may give rise to litigation and claims for damages, which could be time-consuming. These claims may also result in
negative publicity and effect our business. Any claims and proceedings for alleged negligence as well as regulatory actions may
in turn materially and consequently, our business, financial condition, results of operations and prospects.
37. There may be potential conflicts of interest if our Promoters or Directors are involved in any business activities that
compete with or are in the same line of activity as our business operations.
Our Promoter Group Entity Orchid Agro System and Kinlak Biotech are involved in business of agrochemicals. Also our Company
has entered into various transaction such as purchase and sale in past with our Promoter Group Entity and will continue to do in
future. For detailed information for our transaction with Promoter Group Entity please refer to Annexure U of Restated Financial
Statement under chapter titled “Financial Information of our Company” beginning on page 146 of this Prospectus.
31
Further, we have not entered into any non-compete agreement with the said entities. We cannot assure you that our Promoters who
has common interest in said entities will not favour the interest of the said entities as a result; conflicts of interests may arise in
allocating business opportunities amongst our Company and our Promoter Group Entity in circumstances where our respective
interests diverge. There can be no assurance that our Promoters or our Promoter Group Entity or members of the Promoter Group
will not compete with our existing business or any future business that we may undertake or that their interests will not conflict
with ours. Any such present and future conflicts could have a material adverse effect on our reputation, business, results of
operations and financial condition which may adversely affect our profitability and results of operations. For further details, please
refer to “Common Pursuits” under chapter titled “Our Promoter and Promoter Group” on Page of 140 this Prospectus.
38. We are subject to the risk of failure of, or a material weakness in, our internal control systems.
We are exposed to risks arising from the inadequacy or failure of internal systems or processes, and any actions we may take to
mitigate these risks may not be sufficient to ensure an effective internal control environment. Given our high volume of
transactions, errors may be repeated or compounded before they are discovered and rectified. Our management information
systems and internal control procedures may not be able to identify non-compliance or suspicious transactions in a timely manner,
or at all. Where internal control weaknesses are identified, our actions may not be sufficient to fully correct such weaknesses. In
addition, several of our collection related processes are yet to be fully automated, which may increase the risk that human error,
tampering or manipulation will result in losses that may be difficult to detect. As a result, we may incur expenses or suffer monetary
losses, which may not be covered by our insurance policies and may result in a material effect on our business, financial condition
and results of operations.
39. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject and this
may have a material effect on our business and financial condition.
While we maintain insurance coverage related to our Building, Stock, and other insurance for movable assets. we may not have
sufficient insurance coverage to cover all possible economic losses, including when the loss suffered is not easily quantifiable and
in the event of severe damage to our business. Even if we have made a claim under an existing insurance policy, we may not be
able to successfully assert our claim for any liability or loss under such insurance policy. Additionally, there may be various other
risks and losses for which we are not insured either because such risks are uninsurable or not insurable on commercially acceptable
terms. The occurrence of an event for which we are not adequately or sufficiently insured could have an effect on our business,
results of operations, financial condition and cash flows.
In addition, in the future, we may not be able to maintain insurance of the types or at levels which we deem necessary or adequate
or at rates which we consider reasonable. The occurrence of an event for which we are not adequately or sufficiently insured or
the successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurance
policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an effect on
our business, results of operations, financial condition and cash flows.
40. We have significant ongoing funding requirements and may not be able to raise additional capital in the future. As a
result, we may not be able to respond to business opportunities, challenges or unforeseen circumstances.
Our major fund based and non-fund based financial assistance has been sanctioned by the bank, i.e. Bank of Baroda on the security
of assets. The Company is dependent for its Working Capital requirement and any default under such arrangement with such lender
may create problem for operation of the Company, which may affect the financial stability of the Company.
Additionally, this may result into difficulty in arranging for funds for re-payment and may also affect the financial position of the
Company. If we are unable in the future to generate sufficient cash flow from operations or borrow the necessary capital to fund
our future capital expenditures, we will be forced to limit our growth. In addition, we may not be able to service our existing
customers or to acquire new customers. The inability to raise additional capital on acceptable terms could have an effect on our
business, results of operations and financial condition.
For further details of our loans, please refer chapter titled “Financial Information of our Company” beginning on Page 140 of this
Prospectus.
41. We do not own our trademark as on date of Prospectus. We may be unable to adequately protect our intellectual property.
Furthermore, we may be subject to claims alleging breach of third party intellectual property rights.
We do not own our trademark as on the date of Prospectus. However, we have applied for registration of the same and the status
of application is opposed. As such, we do not enjoy the statutory protections accorded to a registered trademark as on date. There
32
can be no assurance that we will be able to register the trademark and the logo in future or that, third parties will not infringe our
intellectual property, causing damage to our business prospects, reputation and goodwill. Further, we cannot assure you that any
application for registration of our trademark in future by our Company will be granted by the relevant authorities in a timely
manner or at all. Our efforts to protect our intellectual property may not be adequate and may lead to erosion of our business value
and our operations could be adversely affected. We may need to litigate in order to determine the validity of such claims and the
scope of the proprietary rights of others. Any such litigation could be time consuming and costly and the outcome cannot be
guaranteed. We may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our
intellectual property.
For further details please refer to chapter titled “Government and Other Approvals” beginning on page 200 of the Prospectus.
42. Our business is substantially affected by prevailing economic, political and other prevailing conditions in India.
Our Company is incorporated in India, and our assets and employees are located in India. As a result, we are highly dependent on
prevailing economic conditions in India and our results of operations are significantly affected by factors influencing the Indian
economy. Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
 any increase in Indian interest rates or inflation;
 any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and
scarcity of financing for our expansions;
 prevailing income conditions among Indian consumers and Indian corporations;
 volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
 changes in India’s tax, trade, fiscal or monetary policies;
 political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighbouring countries;
 occurrence of natural or man-made disasters
 prevailing regional or global economic conditions, including in India’s principal export markets; and
 Other significant regulatory or economic developments in or affecting India or its agrochemical industry.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely impact
our business, results of operations and financial condition and the price of the Equity Shares.
43. Information relating to our production capacities and the historical capacity utilization of our production facilities
included in this Prospectus is based on factual data and proposed capacity is based on certain assumptions and has been
subjected to rounding off, and future production and capacity utilization may vary.
Information relating to our production capacities and the historical capacity utilization of our production facilities included in this
Prospectus is based on factual data of past years and proposed capacity utilization is based on various assumptions and estimates
of our management, including proposed operations, assumptions relating to availability and quality of raw materials, assumptions
relating to operational efficiencies, as well as assumptions in relation to the average density of casting products manufactured by
us.
Actual production levels and utilization rates may differ significantly from the estimated production capacities or capacity
utilization information of our facilities. Undue reliance should therefore not be placed on our production capacity or estimated
capacity utilization information for our existing facilities included in this Prospectus.
For further information, see the section titled “Business Overview” on page 95 of this Prospectus.
44. The future operating results are difficult to predict and may fluctuate or adversely vary from the past performance.
The company’s operating results may fluctuate or adversely vary from past performances in the future due to a number of factors,
many of which are beyond the company’s control. The results of operations during any financial year or from period to period
may differ from one another or from the expected results operation. Its business, results of operations and financial conditions may
be adversely affected by, inter alia, a decrease in the growth and demand for the products and services offered by us or any strategic
alliances which may subsequently become a liability or non-profitable. Due to various reasons including the above, the future
performance may fluctuate or adversely vary from our past performances and may not be predictable. For further details of our
operating results, section titled “Financial Information of our Company” beginning on Page 146 of this Prospectus.
33
45. Any failure to retain and attract additional skilled and unskilled employees, could have a material adverse effect on our
business, financial condition and results of operations.
Our success depends in part on our ability to retain and attract additional skilled and unskilled employees. Without a sufficient
number of employees, our company cannot operate. Competition for qualified personnel with established customer relationships
is intense, both in retaining our existing employees and when replacing or finding additional suitable employees. Any failure to
retain and attract additional skilled technical or sales personnel could have a material adverse effect on our business, financial
condition and results of operations.
46. We have not independently verified certain data in this Prospectus.
We have not independently verified data from the Industry and related data contained in this Prospectus and although we believe
the sources mentioned in the report to be reliable, we cannot assure you that they are complete or reliable. Such data may also be
produced on a different basis from comparable information compiled with regards to other countries. Therefore, discussions of
matters relating to India, its economy or the industries in which we operate that is included herein are subject to the caveat that the
statistical and other data upon which such discussions are based have not been verified by us and may be incomplete, inaccurate
or unreliable. Due to incorrect or ineffective data collection methods or discrepancies between published information and market
practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere and
should not be unduly relied upon. Further, we cannot assure you that they are stated or compiled on the same basis or with the
same degree of accuracy, as the case may be, elsewhere.
47. We are susceptible to risks relating to unionization of our employees employed by us.
We cannot assure you that our employees will not unionize, or attempt to unionize in the future, that they will not otherwise seek
higher wages and enhanced employee benefits. We also cannot assure you that we will not experience disruptions in our work due
to disputes or other problems with our workforce. If not resolved in a timely manner, these risks could limit our ability to provide
our products to our clients, cause clients to limit their use of our products or result in an increase in our cost of employee benefits
and other expenses. If any of these risks materialize, our business, results of operations and financial condition could be affected.
48. Any Penalty or demand raise by statutory authorities in future will affect our financial position of the Company.
Our Company is mainly engaged in manufacturing & trading of agrochemicals which attracts tax liability such as Income tax &
Goods and Service Tax and other applicable provision of the Acts. However, the Company has been depositing the return under
above applicable acts but any demand or penalty raise by concerned authority in future for any previous year and current year will
affect the financial position of the Company. For detail, please refer “Outstanding Litigations and Material Development”
beginning on page 192 of this Prospectus. Any such penalty arising in future may lead to financial loss to our Company.
49. Our funds requirements are based on internal management estimates, wherever possible, and have not been appraised by
any bank or financial institution. Any increase in the actual deployment of funds may cause an additional burden on our
finance plans. We have not entered into definitive agreements to utilize our Issue proceeds.
The fund requirement mentioned as a part of the Objects of the Issue is based on internal management estimates, wherever possible,
and has not been appraised by any bank or financial institution or any external agency. These are based on current conditions and
are subject to change in light of changes in external circumstances or costs or in other financial conditions, business strategy, etc.
With increase in costs, our actual deployment of funds may exceed our estimates and may cause us an additional burden on our
finance plans. As on the date of the Prospectus, we have not entered into any definitive agreements for implementing the Objects
of the Issue.
For more information, please refer to “Objects of the Issue” on page 71 of the Prospectus.
50. Our Company’s management will have flexibility in utilizing the Net Proceeds from the Issue. The deployment of the Net
Proceeds from the Issue is not subject to any monitoring by any independent agency.
Our Company intends to primarily use the Net Proceeds towards working capital requirement and for general corporate purposes
as described in “Objects of the Issue” on page 71 of this Prospectus. In terms of the SEBI (ICDR) Regulations, we are not required
to appoint a monitoring agency since the Issue size is not in excess of ₹100 crores. The management of our Company will have
discretion to use the Net Proceeds from the Issue, and investors will be relying on the judgment of our Company’s management
regarding the application of the Net Proceeds from the Issue. Our Company may have to revise its management estimates from
time to time and consequently its requirements may change.
34
Further, pursuant to Section 27 of the Companies Act 2013, any variation in the objects would require a special resolution of the
Shareholders and our Promoters or controlling Shareholders will be required to provide an exit opportunity to the Shareholders of
our Company who do not agree to such proposal to vary the objects, in such manner as may be prescribed in future by the SEBI.
Accordingly, prospective investors in the Issue will need to rely upon our management’s judgment with respect to the use of Net
Proceeds. If we are unable to enter into arrangements for utilization of Net proceeds as expected and assumed by us in a timely
manner or at all, we may not be able to derive the expected benefits from the proceeds of the Issue and our business and financial
results may suffer.
51. Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance
requirements, including prior approval of the shareholders of our Company.
We propose to utilize the Net Proceeds for raising funds for working capital Requirement. For further details of the proposed
objects of the Issue, please refer the chapter titled “Objects of the Issue” beginning on Page No. 71 of this Prospectus. At this
juncture, we cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or fund any
exigencies arising out of the competitive environment, business conditions, economic conditions or other factors beyond our
control. In accordance with Section 27 of the Companies Act, 2013, we cannot undertake any variation in the utilization of the Net
Proceeds as disclosed in this Prospectus without obtaining the approval of shareholders of our Company through a special
resolution. In the event of any such circumstances that require us to vary the disclosed utilization of the Net Proceeds, we may not
be able to obtain the approval of the shareholders of our Company in a timely manner, or at all. Any delay or inability in obtaining
such approval of the shareholders of our Company may adversely affect our business or operations.
Further, our Promoters or controlling shareholders would be required to provide an exit opportunity to the shareholders of our
Company who do not agree with our proposal to modify the objects of the Issue, at a price and manner as prescribed by SEBI.
Additionally, the requirement on Promoters or controlling shareholders to provide an exit opportunity to such dissenting
shareholders of our Company may deter the Promoters or controlling shareholders from agreeing to the variation of the proposed
utilization of the Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the
Promoters or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable
them to provide an exit opportunity.
In light of these factors, we may not be able to vary the objects of the Issue to use any unutilized proceeds of the Issue, if any, even
if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in our business
or financial condition by re-deploying the unutilized portion of Net Proceeds, if any, which may adversely affect our business and
results of operations.
52. Portion of our Issue Proceeds are proposed to be utilized for general corporate purposes which constitute 19.15% of the
Issue Proceed. As on date we have not identified the use of such funds.
Portion of our Issue Proceeds are proposed to be utilized for general corporate purposes which constitute 19.15% of the Issue
Proceed. We have not identified the general corporate purposes for which these funds may be utilized. The deployment of such
funds is entirely at the discretion of our management in accordance with policies established by our Board of Directors from time
to time and subject to compliance with the necessary provisions of the Companies Act. For details please refer the chapter titled
“Objects of the Issue” beginning on Page No. 71 of this Prospectus.
53. The average cost of acquisition of Equity Shares by our Promoters could be lower than the Issue Price.
Our Promoters average cost of acquisition of Equity Shares in our Company is lower than the Issue Price decided by the Company
in consultation with the Lead Manager. For further details regarding average cost of acquisition of Equity Shares by our Promoters
in our Company and build-up of Equity Shares by our Promoters in our Company, please refer to the chapters “Capital Structure”
beginning on pages 54 of this Prospectus.
54. We have not paid any dividends in the last five Financial Years. Our ability to pay dividends in the future will depend
upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.
Our ability to generate returns for Shareholders is dependent on a host of factors that impact our business and financial condition.
Our Company has not paid any dividend on its Equity Shares during the last five Financial Years. Also our Company have to take
prior permission from Indian Overseas Bank for payment of Dividend as per the terms and Condition of Sanction Letter. The
amount of future dividend payments, if any, will depend upon a number of factors, such as our future earnings, financial condition,
35
cash flows, working capital requirements, contractual obligations, applicable Indian legal restrictions, capital expenditures and
cost of indebtedness.
In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or
financing agreements our Company may enter into. Even in years in which we may have profits, we may decide to retain all of
our earnings to finance the development and expansion of our business and, therefore, may not declare dividends on our Equity
Shares. There can therefore be no assurance that we will be able to pay dividends in the future. For further details, see section
"Dividend Policy" on page 145 of this Prospectus.
55. We will continue to be controlled by our Promoter and Promoter Group after the completion of the Issue, which will allow
them to influence the outcome of matters submitted for approval of our shareholders.
As on the date of this Prospectus, our Promoter and Promoter Group hold 100% of the issued and outstanding paid-up share capital
of our Company. Following the completion of the Issue, our Promoter and Promoter Group will continue to hold together 73.37%
of our post-Issue Equity Share capital. As a result, they will have the ability to influence matters requiring shareholders’ approval,
including the ability to appoint Directors to our Board and the right to approve significant actions at Board and at shareholders’
meetings, including the issue of Equity Shares and dividend payments, business plans, mergers and acquisitions, any consolidation
or joint venture arrangements, any amendment to our Memorandum of Association and Articles of Association, and any other
business decisions. We cannot assure you that our Promoters and Promoter Group will not have conflicts of interest with other
shareholders or with our Company. Any such conflict may adversely affect our ability to execute our business strategy or to operate
our business.
For further details regarding our shareholding, please refer to chapter titled “Capital Structure” beginning on Page 54 of this
Prospectus.
56. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations following the
completion of the Issue, an active trading market for the Equity Shares may not develop, the price of our Equity Shares
may be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.
Prior to the Issue, there has been no public market for our Equity Shares, and an active trading market may not develop or be
sustained after the Issue. Listing and quotation does not guarantee that a market for our Equity Shares will develop or, if developed,
the liquidity of such market for the Equity Shares. The Issue Price of the Equity Shares is determined considering various financials
factors of the Company and may not be indicative of the market price of the Equity Shares at the time of commencement of trading
of the Equity Shares or at any time thereafter. There has been significant volatility in the Indian stock markets in the recent past,
and the trading price of our Equity Shares after this Issue 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 Prospectus. A decrease in the market price of
our Equity Shares could cause investor to lose some or all of your investment
57. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.
Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities may differ from those that would
apply to a company in another jurisdiction. Investors may have more difficulty in asserting their rights as shareholders in an Indian
company than as shareholder of a corporation in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive
as shareholders’ rights under the laws of other jurisdictions. Under the Companies Act, prior to issuance of any new equity shares,
a public limited company incorporated under Indian law must offer its equity shareholders pre-emptive rights to subscribe to a
proportionate number of equity shares to maintain existing ownership, unless such pre-emptive rights are waived by a special
resolution by a three-fourths majority of the equity shareholders voting on such resolution. If you are a foreign investor and the
law of the foreign jurisdiction that you are in does not permit the exercise of such pre-emptive rights without our filing an offering
document or registration statement with the applicable authority in such foreign jurisdiction, you will be unable to exercise such
pre-emptive rights, unless we make such a filing. If we elect not to file an offering document or a registration statement, the new
securities may be issued to a custodian, who may sell the securities for your benefit. The value such custodian receives on the sale
of any such securities and the related transaction costs cannot be predicted. To the extent that you are unable to exercise pre-
emptive rights granted in respect of our Equity Shares, your proportional interest in our Company would decline.
36
58. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and
the market price of our Equity Shares may decline below the Issue Price and you may not be able to sell your Equity
Shares at or above the Issue Price.
The Issue Price of our Equity Shares has been determined on the basis of the Fixed Price Issue. This price is based on numerous
factors. For further information, see “Basis for Issue Price” beginning on page 76 of this Prospectus and may not be indicative of
the market price of our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant
fluctuations after the Issue, and may decline below the Issue Price. We cannot assure you that you will be able to sell your Equity
Shares at or above the Issue Price. Among the factors that could affect our share price are:
 Quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and
revenues;
 Changes in revenue or earnings estimates or publication of research reports by analysts;
 Speculation in the press or investment community;
 Domestic and international economic, legal and regulatory factors unrelated to our performance.
59. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian
law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company, even
if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would otherwise be
beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual or threatened change
in control of us. Under the takeover regulations in India, 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. 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 its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the Indian
takeover regulations.
60. The requirements of being a listed company may strain our resources and distract management.
We have no experience as a listed company and have not been subjected to the increased scrutiny of our affairs by shareholders,
regulators and the public that is associated with being a listed company. As a listed company, we will incur additional legal,
accounting, corporate governance and other expenses that we did not incur as an unlisted company. We will be subject to the
listing agreements with the Stock Exchanges and compliances of SEBI Listing Regulation, 2015 which would require us to file
audited annual and unaudited semi-annual and limited review reports with respect to our business and financial condition. If we
delay making such filings, 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 timely as other listed companies.
As a listed company, we will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal
control over financial reporting, including keeping adequate records of daily transactions to support the existence of effective
disclosure controls and procedures, internal control over financial reporting and additional compliance requirements under the
Companies Act, 2013. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal
control over financial reporting, significant resources and management oversight will be required. As a result, management’s
attention may be diverted from other business concerns, which could adversely affect our business, prospects, financial condition
and results of operations. In addition, we may need to hire additional legal and accounting staff with appropriate listed company
experience and technical accounting knowledge and we cannot assure you that we will be able to do so in a timely manner.
61. We may require further equity issuance, which will lead to dilution of equity and may affect the market price of our Equity
Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure and
any future equity offerings by us.
Our growth is dependent on having a balance sheet to support our activities. In addition to the IPO Proceeds and our internally
generated cash flow, we may need other sources of financing to meet our capital needs which may include entering into new debt
facilities with lending institutions or raising additional equity in the capital markets. We may need to raise additional capital from
time to time, dependent on business conditions. The factors that would require us to raise additional capital could be business
growth beyond what the current balance sheet can sustain; additional capital requirements imposed due to changes in regulatory
regime or significant depletion in our existing capital base due to unusual operating losses. Any fresh issue of shares or convertible
37
securities would dilute existing holders, and such issuance may not be done at terms and conditions, which are favourable to the
existing shareholders of our Company. If our Company decides to raise additional funds through the incurrence of debt, our interest
obligations will increase, and we may be subject to additional covenants, which could further limit our ability to access cash flows
from our operations. Such financings could cause our debt to equity ratio to increase or require us to create charges or liens on our
assets in favour of lenders. We cannot assure you that we will be able to secure adequate financing in the future on acceptable
terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of our expansion plans.
Our business and future results of operations may be affected if we are unable to implement our expansion strategy.
Any future issuance of Equity Shares by our Company may dilute shareholding of investors in our Company; and hence affect the
trading price of our Company’s Equity Shares and its ability to raise capital through an issue of its securities. In addition, any
perception by investors that such issuances or sales might occur could also affect the trading price of our Company’s Equity Shares.
Additionally, the disposal, pledge or encumbrance of Equity Shares by any of our Company’s major shareholders, or the perception
that such transactions may occur may affect the trading price of the Equity Shares. No assurance may be given that our Company
will not issue Equity Shares or that such shareholders will not dispose of, pledge or encumber their Equity Shares in the future.
EXTERNAL RISK FACTORS
62. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash flows and financial
condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial markets
and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires, explosions,
pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results of
operations, cash flows or financial condition. Terrorist attacks and other acts of violence or war in India or globally may adversely
affect the Indian securities markets. In addition, any deterioration in international relations, especially between India and its
neighbouring countries, may result in investor concern regarding regional stability which could adversely affect the price of the
Equity Shares. 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.
63. Our business and activities may be further regulated by the Competition Act and any adverse application or interpretation
of the Competition Act could materially and adversely affect our business, financial condition and results of operations.
The Competition Act seeks to prevent business practices that have or are likely to have an appreciable adverse effect on competition
in India and has established the Competition Commission of India (the “CCI”). Under the Competition Act, any arrangement,
understanding or action, whether formal or informal, which has or is likely to have an appreciable adverse effect on competition
is void and attracts substantial penalties. Any agreement among competitors which, directly or indirectly, determines purchase or
sale prices, results in bid rigging or collusive bidding, limits or controls the production, supply or distribution of goods and services,
or shares the market or source of production or providing of services by way of allocation of geographical area or type of goods
or services or number of customers in the relevant market or in any other similar way, is presumed to have an appreciable adverse
effect on competition and shall be void.
Further, the Competition Act prohibits the abuse of a dominant position by any enterprise. If it is proven that a breach of the
Competition Act committed by a company took place with the consent or connivance or is attributable to any neglect on the part
of, any director, manager, secretary or other officer of such company, that person shall be guilty of the breach themselves and may
be punished as an individual. If we, or any of our employees are penalized under the Competition Act, our business may be
adversely affected. Further, the Competition Act also regulates combinations and requires approval of the CCI for effecting any
acquisition of shares, voting rights, assets or control or mergers or amalgamations above the prescribed asset and turnover based
thresholds.
On March 4, 2011, the Government of India notified and brought into force new provisions under the Competition Act in relation
to combined entities (the “Combination Regulation Provisions”), which came into effect from June 1, 2011. The Combination
Regulation Provisions require that any acquisition of shares, voting rights, assets or control or mergers or amalgamations, which
cross the prescribed asset and turnover based thresholds, must be notified to and preapproved by the CCI. In addition, on May 11,
2011, the CCI issued the final Competition Commission of India (Procedure in regard to the transaction of business relating to
combinations) Regulations, 2011 (as amended). These regulations, as amended, set out the mechanism for the implementation of
the Combination Regulation Provisions under the Competition Act.
38
64. The Indian tax regime is currently undergoing substantial changes which could adversely affect our business.
The goods and service tax (“GST”) that has been implemented with effect from July 1, 2017 combines taxes and levies by the GoI
and state governments into a unified rate structure, and replaces indirect taxes on goods and services such as central excise duty,
service tax, customs duty, central sales tax, state VAT, cess and surcharge and excise that were being collected by the GoI and
state governments.
As regards the General Anti-Avoidance Rules (“GAAR”), The general anti avoidance rules (“GAAR”) provisions have been made
effective from assessment year 2018-19 onwards, i.e.; financial Year 2017-18. The GAAR provisions intend to declare an
arrangement as an “impermissible avoidance arrangement”, if the main purpose or one of the main purposes of such arrangement
is to obtain a tax benefit, and satisfies at least one of the following tests (i) creates rights, or obligations, which are not ordinarily
created between persons dealing at arm’s length; (ii) results, directly or indirectly, in misuse, or abuse, of the provisions of the
Income Tax Act, 1961; (iii) lacks commercial substance or is deemed to lack commercial substance, in whole or in part; or (iv) is
entered into, or carried out, by means, or in a manner, that is not ordinarily engaged for bona fide purposes. If GAAR provisions
are invoked, the tax authorities will have wider powers, including denial of tax benefit or a benefit under a tax treaty. In the absence
of any precedents on the subject, the application of these provisions is uncertain. As the taxation regime in India is undergoing a
significant overhaul, its consequent effects on economy cannot be determined at present and there can be no assurance that such
effects would not adversely affect our business, future financial performance and the trading price of the Equity Shares.
65. You may be restricted in your ability to exercise pre-emptive rights under Indian law and may be adversely affected by
future dilution of your ownership position.
Under the Companies Act, a company incorporated in India must offer its shareholders 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 shares, unless
the pre-emptive rights have been waived by adoption of a special resolution by holders of three-fourths of the shares who have
voted on the resolution, or unless the company has obtained approval from the Government of India to issue without such special
resolution, subject to votes being cast in favour of the proposal exceeding the votes cast against such proposal. However, if the
law of the jurisdiction you are in does not permit you to exercise your pre-emptive rights without our Company filing an offering
document or a registration statement with the applicable authority in the jurisdiction you are in, you will be unable to exercise your
pre-emptive rights unless our Company makes such a filing. To the extent that you are unable to exercise pre-emptive rights
granted in respect of the Equity Shares, your proportional interest in our Company would be reduced.
66. Political, economic or other factors that are beyond our control may have an adverse effect on our business, results of
operations and cash flows.
We currently operate only in India and are dependent on domestic, regional and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent on the IT industry of the Indian economy. There have been periods
of slowdown in the economic growth of India. For instance, the situation of repeated lock-down in India due to pandemic Covid-
19 spread in India and all other parts of world. If such condition occur the Demand for our products & services may be adversely
affected by an economic downturn in domestic, regional and global economies. India’s economic growth is also affected by various
other factors including domestic consumption and savings, balance of trade movements, namely export demand and movements
in key imports, global economic uncertainty and liquidity crisis, volatility in exchange currency rates. Consequently, any future
slowdown in the Indian economy could harm our business, results of operations, cash flows and financial condition. Also, a change
in the Government or a change in the economic and deregulation policies could affect economic conditions prevalent in the areas
in which we operate in general and our business in particular and high rates of inflation in India could increase our costs without
proportionately increasing our revenues, and as such decrease our operating margins.
67. Companies in India are required to prepare financial statements under the new Indian Accounting Standards. In addition,
all income-tax assessee in India will be required to follow the Income Computation and Disclosure Standards.
The Ministry of Corporate Affairs (“MCA”), Government of India, has through notification dated February 16, 2015 issued the
Indian Accounting Standards Rules, 2015 (“Ind AS”) which have come into effect from April 1, 2015 and are applicable to
companies which fulfill certain conditions. Further, there can be no assurance that the adoption of Ind AS will not affect our
reported results of operations or financial condition. Any of these factors relating to the use of Ind AS may adversely affect our
financial condition and results of operations.
Further, the Ministry of Finance, Government of India has issued a notification dated September 29, 2016 notifying Income
Computation and Disclosure Standards (“ICDS”), thereby creating a new framework for computation of taxable income. The ICDS
shall apply from the assessment year 2017-2018 and subsequent years. The adoption of ICDS is expected to significantly alter the
39
way companies compute their taxable income, as ICDS deviates from several concepts that are followed under general accounting
standards, including Indian GAAP and Ind AS. In addition, ICDS shall be applicable for the computation of income for tax
purposes but shall not be applicable for the computation of income for minimum alternate tax. There can be no assurance that the
adoption of ICDS will not adversely affect our business, results of operations and financial condition.
68. Our business is substantially affected by prevailing economic, political and other prevailing conditions in India.
Our Company is incorporated in India, and the majority of our assets and employees are located in India. As a result, we are highly
dependent on prevailing economic conditions in India and our results of operations are significantly affected by factors influencing
the Indian economy. Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
 the macroeconomic climate, including any increase in Indian interest rates or inflation;
 any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate
currency or export assets;
 Any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and
scarcity of financing for our expansions;
 Prevailing income conditions among Indian consumers and Indian corporations;
 volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
 changes in India’s tax, trade, fiscal or monetary policies;
 political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighbouring countries;
 occurrence of natural or man-made disasters;
 prevailing regional or global economic conditions, including in India’s principal export markets;
 other significant regulatory or economic developments in or affecting India or its ER&D sector;
international business practices that may conflict with other customs or legal requirements to which we are subject,
including anti-bribery and anti-corruption laws;
69. Financial instability, economic developments and volatility in securities markets in other countries may also cause the
price of the Equity Shares to decline.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries, particularly
emerging Asian market countries. Financial turmoil in Europe and elsewhere in the world in recent years has affected the Indian
economy. In recent times, the Indian financial markets had been negatively affected by the volatility in global financial market,
including on account of certain European nations’ debt troubles and move to break away by the United Kingdom from the European
Union. 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. Currencies of a few Asian countries have in the
past suffered depreciation against the U.S. Dollar owing to, amongst other, the announcements by the U.S. government that it may
consider reducing its quantitative easing measures. 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. Any worldwide
financial instability could also have a negative impact on the Indian economy. Financial disruptions may occur and could harm
our business, future financial performance and the prices of the Equity Shares.
70. A significant change in the Government of India’s economic liberalization and deregulation policies could adversely
affect our business and the price of our Equity Shares.
The Government of India has traditionally exercised, and continues to exercise, a dominant influence over many aspects of the
economy. Unfavourable government policies including those relating to the internet and e-commerce, consumer protection and
data-privacy, could adversely affect business and economic conditions in India, and could also affect our ability to implement our
strategy and our future financial performance. Since 1991, successive governments, including coalition governments, have pursued
policies of economic liberalization, including significantly relaxing restrictions on the private sector and encouraging the
development of the Indian financial sector. However, the members of the Government of India and the composition of the coalition
in power are subject to change. As a result, it is difficult to predict the economic policies that will be pursued by the Government
of India. For example, there may be an increasing number of laws and regulations pertaining to the internet and ecommerce, which
may relate to liability for information retrieved from or transmitted over the internet or mobile networks, user privacy, content
restrictions and the quality of services and products sold or provided through the internet. The rate of economic liberalization could
change and specific laws and policies affecting the financial services industry, foreign investment, currency exchange and other
matters affecting investment in our securities could change as well.
Any significant change in India's economic liberalization and deregulation policies could adversely affect business and economic
conditions in India generally and our business in particular.
40
SECTION IV – INTRODUCTION
THE ISSUE
PRESENT ISSUE IN TERMS OF THIS PROSPECTUS

Equity Shares Issued: 18,12,800 Equity Shares of ₹ 10/- each for cash at a price of ₹ 72/- per
Public Issue of Equity Shares by our Company share aggregating to ₹ 1305.22 Lakhs
of which
91,200 Equity Shares of ₹ 10/- each for cash at a price of ₹ 72/- per share
Issue Reserved for the Market Makers
aggregating ₹ 65.66 Lakhs
17,21,600 Equity Shares of ₹ 10/- each for cash at a price of ₹ 72/- per
share aggregating ₹ 1239.55
of which
8,60,800 Equity Shares of ₹ 10/- each for cash at a price of ₹ 72/- per share
(including a premium of ₹ 62/- per Equity Share) will be available for
Net Issue to the Public*
allocation for allotment to Retail Individual Investors of up to ₹ 2.00
Lakhs
8,60,800 Equity Shares of ₹ 10/- each for cash at a price of ₹ 72/- per share
(including a premium of ₹ 62/- per Equity Share) will be available for
allocation for allotment to Other Investors of above ₹ 2.00 Lakhs
Equity Shares outstanding prior to the Issue 49,95,000 Equity Shares of face value of ₹10 each
Equity Shares outstanding after the Issue 68,07,800 Equity Shares of face value of ₹10 each
Please see the chapter titled “Objects of the Issue” on page 71 of this
Objects of the Issue/ Use of Issue Proceeds
Prospectus
Fresh Issue of upto 18,15,000 Equity Shares in terms of Prospectus has been authorized pursuant to a resolution passed by our
Board of Directors dated March 11, 2022 and by special resolution passed under Section 62(1) (c) of the Companies Act, 2013 at
the Extra-Ordinary General Meeting of the members held on April 06, 2022.
This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. For further
details, please see the section titled “Issue Related Information” beginning on page 216 of this Prospectus
*As per Regulation 253(2) of the SEBI (ICDR) Regulations, as amended, the present issue is a fixed price issue ‘the allocation’ is
the net issue to the public category shall be made as follows:
a) Minimum fifty percent to retail individual investors; and

b) Remaining to
i. Individual applicants other than retail individual investors; and
ii. Other investors including corporate bodies or institutions, irrespective of the number of specified securities
applied for;
The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the applicants in the other
category.
If the retail individual investor category is entitled to more than fifty per cent on proportionate basis, accordingly the retail
individual investors shall be allocated that higher percentage.
For further details, please refer to the chapter titled “Issue Structure” beginning on page 221 of this prospectus.
41
SUMMARY OF FINANCIAL INFORMATION
RESTATED STATEMENT OF ASSETS AND LIABILITIES
(Rs. in Lakhs)
As at September As at 31 As At 31st As At 31st
Particulars
30, 2022 March 2022 March 2021 March 2020
I EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 499.50 499.50 499.50 499.50
(b) Reserves and surplus 1,243.65 984.75 838.58 731.01
2 Non-current liabilities
(a) Long-term borrowings 1,210.46 1,109.11 1,206.00 1,067.09
(b) Deferred tax liabilities (Net) 10.60 10.86 0.37 -
(c) Long-term Provisions - - - -
(d) Other Long-term Liabilities - - - -
3 Current liabilities
(a) Short-term borrowings 1,725.08 1,439.32 1,018.77 903.88
(b) Trade payables 6,015.17 3,521.25 3,835.13 3,780.90
(c) Other current liabilities 18.05 45.76 669.38 1,706.83
(d) Short-term provisions 146.64 89.61 73.99 95.91
TOTAL 10869.14 7,700.16 8,141.73 8,785.12
II ASSETS
1 Non-current assets
(a) Fixed assets
(i) Property, Plant and Equipment 1,587.67 1,436.01 1,231.20 825.63
(ii) Intangible Assets 0.16 0.19 0.25 0.34
(iii
- 9.80 0.00 281.54
) Capital Work in Progress
1,587.83 1,446.00 1,231.45 1,107.51
(b) Non Current Investments - - - -
(c) Long-term loans and advances - - - -
(d) Other Non Current Assets - - - -
(e) Deferred Tax Assets - - - 7.38
2 Current assets
(a) Current Investments - - - -
(b) Inventories 2,583.35 2,436.19 3,194.52 2,432.37
(c) Trade receivables 6,159.81 3,320.04 3,276.55 4,830.57
(d) Cash and Bank Balances 130.76 41.64 11.23 52.51
(e) Short-term loans and advances 407.39 456.29 427.98 354.78
(f) Other Current Assets - - - -
TOTAL 10869.14 7,700.16 8,141.73 8,785.12
42
RESTATED STATEMENT OF PROFIT AND LOSS
(Rs. in Lakhs)
For the For the For the For the
period ended year ended year ended year ended
Particulars
30 September 31 March 31 March 31 March
2022 2022 2021 2020
I. Revenue from operations 15,156.47 19,116.57 19,606.48 23,550.30

Less: Excise Duty & GST 2,249.20 2,517.55 2,884.67 3,427.17
12,907.27 16,599.02 16,721.81 20,123.13
II. Other income 0.22 4.27 1.15 0.80
III. Total Revenue (I + II) 12,907.49 16,603.29 16,722.96 20,123.94
IV. Expenses:
Cost of Material Consumed 11,873.91 13,841.80 12,377.78 15,420.01
Purchase of stock in trade 92.58 880.15 2,566.32 2,883.59
Changes in inventories of finished goods work-
- 278.85 -15.67 59.00 450.88
in-progress and Stock-in-Trade
Employee benefits expense 314.72 531.46 354.16 373.85
Finance costs 77.26 236.34 210.82 260.05
Depreciation and amortization expense 71.90 109.89 74.99 52.00
Other expenses 395.98 815.28 930.07 543.95
Total expenses 12547.48 16,399.25 16,573.14 19,984.33
V. Profit before tax (VII- VIII) 360.01 204.04 149.82 139.60
VI Exceptional Items - - - Nil

VII Extraordinary Items - - - Nil
VIII Tax expense:

(1) Current tax 101.37 47.39 34.49 40.64
(2) Deferred tax (0.26) 10.49 7.75 (1.78)
(3) Earlier year Income tax - - - -
IX Profit (Loss) for the period (XI + XIV) 258.90 146.17 107.57 100.74
X Earnings per equity share: 5.18 2.93 2.15 2.02
43
RESTATED STATEMENT OF CASH FLOWS
(Rs. in Lakhs)
Sr. 30.09.2022 FY 2021-22 FY 2020-21 FY 2019-20
Particulars
No. Amount Amount Amount Amount
A. Cash flow from Operating Activities
Net Profit Before tax as per Statement of Profit 360.01

204.04 149.82 139.60
& Loss
Adjustments for :
Depreciation & Amortisation Exp. 71.90 109.89 74.99 52.00
Loss (Profit) on Sale of Assets Nil (1.56) Nil Nil
Deferred Tax Expense/ (Income) Nil Nil Nil Nil
Provision for Employee Benefit 38.52 37.93 37.26 41.75
Expenses Reported under other activity head 77.26 236.34 210.82 260.05
Income Reported under other activity head Nil Nil Nil Nil
Dividend Income Nil Nil Nil Nil
Extraordinary Items Nil Nil Nil (4.01)
Office rent Nil Nil Nil Nil
Interest Income (0.22) (4.27) (1.15) (0.80)
Preliminary Expenses Written off Nil Nil Nil Nil
187.45 378.32 321.92 348.99
Operating Profit before working capital 547.46
582.37 471.74 488.59
changes
Changes in Working Capital

Trade receivable (2839.77) (43.49) 1,554.02 (604.19)
Other Loans and advances receivable 48.90 (28.31) (73.20) 145.70
Long term Loans and advances Nil Nil Nil 48.70
Inventories (147.16) 758.33 (762.14) 866.38
Short Term Loans and Advance Nil Nil Nil Nil
Other current assets Nil Nil Nil Nil
Other Non current assets Nil Nil Nil Nil
Trade Payables 2493.92 (313.88) 54.23 (2,476.39)
Other long term liability Nil Nil Nil Nil
Short Term borrowing 285.76 420.55 114.89 179.06
Other Current Liabilities (27.71) (623.62) (1,074.71) 1,495.72
Short term Provisions 18.51 (22.31) (21.92) 37.77
(167.55) 147.27 (208.84) (307.25)
Net Cash Flow from Operation 379.91 729.64 262.90 181.34

Less : Income Tax paid 101.37 47.39 34.49 40.64
Net Cash Flow from Operating Activities (A) 278.54 682.25 228.41 140.70
B. Cash flow from investing Activities
Purchase of Fixed Assets (Net) (223.53) (324.88) (143.70) (86.87)

Increase in Capital Work In Progress 9.80 Nil (55.23) (133.16)
Sale of Fixed Assets Nil 0.44 Nil Nil
Purchase of Investment Nil Nil Nil Nil
Sale / Redemption of Investment Nil Nil Nil Nil
Movement in Loan & Advances Nil Nil Nil Nil
Other cash receipts from sales of equity or debt Nil Nil
Nil Nil
instruments of other entities
Profit On Sale of Fixed Assets Nil 1.56 Nil Nil
Interest Income 0.22 4.27 1.15 0.80
44
(213.51) (318.61) (197.78) (219.23)
Net Cash Flow from Investing Activities (B) (213.51) (318.61) (197.78) (219.23)
C. Cash Flow From Financing Activities
Proceeds From Issue of shares capital Nil Nil Nil Nil

Decrease/(Increase) in Secured Loans 101.34 (96.89) 138.91 347.31
Finance Cost (77.26) (236.34) (210.82) (260.05)
Increase in Short Term Provisions Nil Nil Nil Nil
Increase in Unsecured Loans Nil Nil Nil Nil
Interest Paid Nil Nil Nil Nil
Other Borrowing Costs Nil Nil
24.09 (333.23) (71.91) 87.25
Net Cash Flow from Financing Activities (C) 24.09 (333.23) (71.91) 87.25
Net (Decrease)/ Increase in Cash & Cash 89.12

30.42 (41.28) 8.72
D. Equivalents (A+B+C)
E. Opening Cash & Cash Equivalents 41.61 11.23 52.51 43.79
Cash and cash equivalents at the end of the 130.76

41.64 11.23 52.51
F. period
G. Cash And Cash Equivalents Comprise :

Cash 7.97 7.55 5.10 4.62
Bank Balance :
Current Account 0.77 32.96 2.00 26.81
Deposit Account 122.02 1.13 4.13 21.08
Total 130.76 41.64 11.23 52.51
45
SECTION – V - GENERAL INFORMATION
Our Company was originally incorporated on March 17, 2005 as “Aristo Bio-Tech and Lifescience Private Limited” under the
provisions of the Companies Act, 1956 with the Registrar of Companies, Maharashtra, Mumbai. Subsequently our Company was
converted into Public Limited Company and name of company was changed from “Aristo Bio-Tech and Lifescience Private
Limited” to “Aristo Bio-Tech and Lifescience Limited” vide fresh certificate of incorporation dated May 20, 2020 issued by the
Registrar of Companies, Mumbai. Further our Company has changed the registered office from State of Maharashtra to Gujarat
vide Certificate of Registration of Regional Director order for Change of State dated November 18, 2021 issued by Registrar of
Companies, Ahmedabad.
For further details, please refer to chapter titled “History and Corporate Structure” beginning on page 123 of this Prospectus.
Registered Office and Production Unit of our Company
Aristo Bio-Tech and Lifescience Limited

E-24, 25, 26, G.I.D.C., Manjusar, Ta. Savli,
Vadodara – 391775, Gujarat, India
Tel. No.: +91-2667-264843
E-mail: [email protected]
Website: www.aristobiotech.com
Corporate Identification Number: U01100GJ2005PLC127397
Reg. No.: 127397
For details relating to changes to the address of our Registered Office, please see “History and Corporate Structure - Changes to
the address of the Registered Office of our Company” on page 123 of this Prospectus.
Address of Registrar of Companies
Registrar of Companies, Ahmedabad

ROC Bhavan, Opp Rupal Park Society,
Behind Ankur Bus Stop, Naranpura,
Ahmedabad-380013, Gujarat, India
Tel No. +91-079-27438531
Fax No.: +91- 079-27438371
Website: http://www.mca.gov.in
Designated Stock Exchange
National Stock Exchange of India Limited

Exchange Plaza, Plot no. C/1, G Block,
Bandra – Kurla Complex, Bandra (E)
Mumbai - 400051, Maharashtra, India
Website – www.nseindia.com
Board of Directors of our Company
The Board of Directors of our Company consists of:
Name Designation Address DIN

A-201, Nakshatra Heights, opp, Urmi School,
Chairman and Managing
Mr. Narendra Singh Barhat Sama Savli Road, Vadodara - 390024, Gujarat, 00310306
Director
India
A-201, Nakshatra Heights, opp, Urmi School,
Mrs. Kusum Narendra Singh
Executive Director Sama Savli Road, Vadodara - 390024, Gujarat, 00310065
Barhat
India
C-26, Zaverchand Park Society, Old Padra Road,
Mr. Ketankumar Harkantbhai Whole Time Director &
Opp. Reliance Mall, Akota, Vadodara, 390020, 02089127
Joshi CFO
Gujarat.
46
91, Girnar (16-A), Jagdish Marg, Gandhi Path,
Mr. Laxman Singh Rathore Non-Executive Director 08218555
Vaishali Nagar, Jaipur – 302021, Rajasthan
C-26, Zaverchand Park Society, Old Padra Road,
Mr. Dipakkumar Harkant
Non-Executive Director Opp. Reliance Mall, Akota, Vadodara, 390020, 08549339
Joshi
Gujarat.
Villa No.225, SA Palm Meadows, VTC:
Kompalle PO: Kompally, Sub Dist: Qutubullapur
Mr. Raghavender Mateti Independent Director 06826653
Medchalmalkajgiri Hyderabad – 500014,
Telangana, India
R-301, Ozone Glitter, Near Galaxy Underbridge,
Ms. Rashmi Kamlesh Otavani Independent Director 06976600
Naroda, Ahmedabad – 382330, Gujarat, India
112, Vasudev Marg, Nemi Sagar Colony,
Mr. Surendra Singh Lakhawat Independent Director Vaishali Nagar, Jaipur-302021, Rajasthan, India. 09611472
For further details of the Directors of our Company, please refer to the chapter titled “Our Management” on page 127 of this
Prospectus.
Company Secretary and Compliance Officer
Ms. Neha Batra

E-24, 25, 26, G.I.D.C., Manjusar,
Ta. Savli, Vadodara – 391775, Gujarat, India
Tel. No.: +91-2667-264843
Chief Financial Officer
Mr. Ketankumar Harkantbhai Joshi

E-24, 25, 26, G.I.D.C., Manjusar,
Tel. No.: +91-2667-264843
Investors may contact our Company Secretary and Compliance Officer and/ or the Registrar to the Issue and/ or the Lead Manager,
in case of any pre-Issue or post-Issue related problems such as non-receipt of Intimation for Allotment, credit of allotted Equity
Shares in the respective beneficiary account.
All grievances relating to the ASBA process including UPI may be addressed to the Registrar to the Issue, with a copy to the
Designated Intermediary with whom the ASBA Form was submitted, giving full name of the sole or First Applicant, ASBA Form
number, Applicant’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of submission of Application Form, address
of Applicant, the name and address of the relevant Designated Intermediary, where the Application Form was submitted by the
Applicant, ASBA Account number (for Applicants other than RIIs bidding through the UPI mechanism) in which the amount
equivalent to the Application Amount was blocked or UPI ID in case of RIIs bidding through the UPI mechanism. Further, the
Applicant shall enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove.
For all Issue related queries, and for Redressal of complaints, applicant may also write to the Lead Manager and Company. All
complaints, queries or comments received by Stock Exchange shall be forwarded to the Lead Manager, who shall respond to the
same
Details of Key Intermediaries pertaining to this Issue and Our Company:
LEAD MANAGER OF THE ISSUE

807, Phoenix Tower,
Opp. New Girish Cold drinks,
Near Vijay Cross Roads, Navrangpura
47
Ahmedabad – 380009, Gujarat, India
Tel. No.: +91-79-48405357, 48406357
Website: www.beelinemb.com
Investor Grievance Email: [email protected]
Contact Person: Mr. Nikhil Shah
SEBI Registration No.: INM000012917
LEGAL ADVISOR TO THE ISSUE
ANA ADVISORS
118 Shila Vihar, Gokulpura, Kalwar Road
Jhotwara, Jaipur-302012
Email Id: [email protected]
Tel No.:+91-9887906529
Contact Person: Kamlesh Kumar Goyal
ADVISOR TO THE ISSUE
STEPUP CAPITAL ADVISORS LLP

407, Tilakraj Complex, Panchvati, First Lane,
Ellisbridge, Ahmedabad, Gujarat – 380006
Website: www.stepupcapital.in
Contact Person: CA Yogesh Jain
Contact No.: +91-96876 92225
email: [email protected]
REGISTRAR TO THE ISSUE

C-101, 1 Floor, 247 Park, L.B.S. Marg, Vikhroli (West),
Mumbai- 400083, Maharashtra, India
Tel. No.: +91-022-49186200
Fax No.: +91-022-49186091
Website: www.linkintime.co.in
Investor Grievance Email: [email protected]
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
BANKERS TO THE COMPANY
BANK OF BARODA
Suraj Plaza – 1, Ground Floor, Sayajigunj,
Baroda – 390005
Tel No. – 0265-2226148/9
Email Id – [email protected]
Website – www.bankofbaroda.in
Contact Person – Prince Panchal
Designation – Asst. General Manager
STATUTORY AUDITORS & PEER REVIEW AUDITOR OF THE COMPANY
M/S. PRAKASH CHANDRA JAIN & CO., Chartered Accountants

74-76, Gayatri Chambers, Near Railway Station,
Alkapuri, Vadodara – 390005, Gujarat, India
Tel No.: +91-0265-2334365
Mobile No.: +91-9898099357
48
Contact Person: Dinesh C Jain
Membership No.: 041235
Firm Registration No.: 002438C
Peer Review Registration No. – 011912
* Prakash Chandra Jain & Co. hold a peer review certificate dated August 23, 2019 issued by the Institute of Chartered Accountants
of India.
BANKERS TO THE ISSUE AND REFUND BANKER/SPONSOR BANK
ICICI Bank Limited

Capital Market Division, 5th Floor,
HT Pareskh Marg, Churchgate,
Mumbai – 400020, Maharashtra, India
Telephone No. – 022-68052185
Email – [email protected]/[email protected]
Website – www.icicibank.com
Contact Person – Mr. Sagar Welekar
SEBI Registration Number – INBI00000004
CIN – L65190GJ1994PLC021012
STATEMENT OF INTER SE ALLOCATION OF RESPONSIBILITIES
Since Beeline Capital Advisors Private Limited is the sole Lead Manager to this Issue, a statement of inter se allocation of
responsibilities among Lead Managers is not required.
SELF CERTIFIED SYNDICATE BANKS (“SCSBS”) AND SYNDICATE SCSB BRANCHES
The list of Designated Branches that have been notified by SEBI to act as SCSB for the ASBA process is provided on
www.sebi.gov.in/pmd/scsb.pdf For more information on the Designated Branches collecting ASBA Forms, see the above
mentioned SEBI link.
The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms from the Designated
Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time
INVESTORS BANKS OR ISSUER BANKS FOR UPI
The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank for UPI
mechanism are provide on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yesandintmId=40. For details on Designated Branches
of SCSBs collecting the Bid Cum Application Forms, please refer to the above mentioned SEBI link.
REGISTERED BROKERS
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided on
the websites of the NSE at www.nseindia.com, as updated from time to time.
REGISTRAR TO THE ISSUE AND SHARE TRANSFER AGENTS
The list of the RTAs eligible to accept application forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, are provided on the websites of Stock Exchange at www.nseindia.com, as updated from
time to time and on SEBI website at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10
COLLECTING DEPOSITORY PARTICIPANTS
The list of the CDPs eligible to accept application forms at the Designated CDP Locations, including details such as name and
contact details, are provided on the websites of Stock Exchange at www.nseindia.com, as updated from time to time and SEBI
website at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18;
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 and
49
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
BROKERS TO THE ISSUE
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
CREDIT RATING
This being an Issue of Equity Shares, credit rating is not required.
IPO GRADING
Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, there is no requirement of appointing an
IPO Grading agency.
DEBENTURE TRUSTEES
As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.
TRUSTEES
As the Issue is of Equity Shares, the appointment of Trustees is not mandatory.
MONITORING AGENCY
As per Regulation 262(1) of the SEBI (ICDR) Regulations, 2018 as amended, the requirement of Monitoring Agency is not
mandatory if the Issue size is below Rs. 10000.00 Lakhs.
Pursuant to Regulation 32(3) of the SEBI (LODR) Regulations, 2015, our Company shall on a half yearly basis disclose to the
Audit Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds remains unutilized,
our Company will disclose the utilization of the Net Proceeds under separate heads in our Company’s balance sheet(s) clearly
specifying the amount of and purpose for which Net Proceeds have been utilized so far, and details of amounts out of the Net
Proceeds that have not been utilized so far, also indicating interim investments, if any, of such unutilized Net Proceeds. In the
event that our Company is unable to utilize the entire amount that we have currently estimated for use out of the Net Proceeds in
a fiscal, we will utilize such unutilized amount in the next fiscal. Further, in accordance with Regulation 32(1)(a) of the SEBI
(LODR) Regulations, 2015, our Company shall furnish to the Stock Exchanges on a half yearly basis, a statement indicating
material deviations, if any, in the utilization of the Net Proceeds for the objects stated in this Prospectus.
APPRAISING ENTITY
No appraising entity has been appointed in respect of any objects of this Issue
FILING OF OFFER DOCUMENT
The Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer Document in terms of Regulation
246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI Circular
Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Prospectus will be filed online through SEBI
Intermediary Portal at https://siportal.sebi.gov.in.
The Draft Prospectus/ Prospectus are being filed with National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1,
G Block, Bandra- Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra. A copy of the Prospectus, along with the
documents required to be filed under Section 32 of the Companies Act, 2013 would be delivered for registration to the Registrar
of Companies, ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad - 380013, Gujarat, India
EXPERTS OPINION
Except for the reports in the section “Financial Information of our Company” and “Statement of Possible Tax Benefits” on page
146 and page 78 of this Prospectus from the Statutory Auditor, our Company has not obtained any expert opinions. We have
50
received written consent from the Statutory Auditor for inclusion of their name. However, the term “expert” shall not be construed
to mean an “expert”" as defined under the U.S. Securities Act 1933.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the LM, reserve the right not to proceed with the Issue at any time before the Issue Opening
Date without assigning any reason thereof.
If our Company withdraw the Issue any time after the Issue Opening Date but before the allotment of Equity Shares, a public
notice within 2 (two) working days of the Issue Closing Date, providing reasons for not proceeding with the Issue shall be issued
by our Company. The notice of withdrawal will be issued in the same newspapers where the pre-issue advertisements have
appeared and the Stock Exchange will also be informed promptly. The LM, through the Registrar to the Issue, will instruct the
SCSBs to unblock the ASBA Accounts within 1 (one) working Day from the day of receipt of such instruction.
If our Company withdraw the Issue after the Issue Closing Date and subsequently decides to proceed with an Issue of the Equity
Shares, our Company will have to file a fresh Prospectus with the stock exchange where the Equity Shares may be proposed to be
listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange
with respect to the Equity Shares issued through the Prospectus, which our Company will apply for only after Allotment; and (ii)
the final RoC approval of the Prospectus.
UNDERWRITING
The Company and the Lead Manager to the issue hereby confirm that the issue is 100% Underwritten by Beeline Capital Advisors
Private Limited in the capacity of Underwriter to the issue.
Pursuant to the terms of the Underwriting Agreement dated September 30, 2022 entered into by Company and Underwriter –
Beeline Capital Advisors Private Limited, the obligations of the Underwriter are subject to certain conditions specified therein.
The Details of the Underwriting commitments are as under:
Amount
No. of shares % of Total Issue
Details of the Underwriter Underwritten
underwritten Size Underwritten
(₹ in Lakh)
SEBI Registration Number: INM000012917 Address: 807,
Phoenix, Opp. Girish Cold Drinks, Near Vijay Cross Roads,
18,12,800 Equity
Navrangpura, Ahmedabad -380009, Gujarat.
Shares of ₹ 10/-
Telephone Number: +91 79 4840 5357 ₹ 1305.22 100%
being Issued at ₹
Email Id: [email protected]
72/-
Investors Grievance Id: [email protected] Website:
each
www.beelinemb.com
Contact Person: Mr. Nikhil Shah
CIN: U67190GJ2020PTC114322
*Includes 91,200 Equity shares of Rs.10.00 each for cash of the Market Maker Reservation Portion which are to be subscribed by
the Market Maker in its own account in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR)
Regulations, as amended.
As per Regulation 260(2) of SEBI (ICDR) Regulations, the Lead Manager has agreed to underwrite to a minimum extent of Issue
out of its own account.
In the opinion of the Board of Directors of our Company, the resources of the above mentioned Underwriters are sufficient to
enable them to discharge their respective obligations in full.
CHANGES IN AUDITORS DURING LAST THREE YEARS
Except as disclosed below, there has been no change in the statutory auditors during the three years immediately preceding the
date of this Prospectus:
51
S.No. Date From To Reason for
Change
1. March M/s. Jain M & Co. M/S. PRAKASH CHANDRA JAIN & CO., Appointment
18, 104, Sai Kripa Bldg, Plot – 3, Chartered Accountants of Peer
2020 Mathern Road, Sector -1, New 74-76, Gayatri Chambers, Near Railway Station, Reviewed
Panvel, Raigarh, Navi Mumbai, Alkapuri, Vadodara – 390005, Gujarat, India firm.
Maharashtra – 410206, India Tel No.: +91-0265-2334365
Tel No. - +91-022-27481659 Fax: +91-0265-2331056
Email – [email protected] Email: [email protected]
Firm Reg. No. – 116113W Contact Person: Dinesh C Jain
Membership No.: 041235
Firm Registration No.: 002438C
Peer Review Registration No. – 011912
DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE
Our Company and the Lead Manager has entered into Market Making Agreement dated September 30, 2022 with the following
Market Maker, to fulfill the obligations of Market Making for this Issue:
Name Sunflower Broking Private Limited

Correspondence Address: Sunflower House, 5th Floor, 80 feet Road, Near Bhaktinagar Circle, Rajkot, Gujarat, India
Tel No.: 0281-2361935
Website: www.sunflowerbroking.com
Contact Person: Mr. Bhavik Vora
SEBI Registration No.: INZ000195131
The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, and its
amendments from time to time and the circulars issued by the NSE and SEBI regarding this matter from time to time.
Following is a summary of the key details pertaining to the Market Making arrangement:
1. The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The
same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each
and every black out period when the quotes are not being offered by the Market Maker(s).
2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other particulars
as specified or as per the requirements of SME Platform of NSE (NSE EMERGE) and SEBI from time to time
3. The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value less than ` 1,00,000 shall
be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he sells his entire
holding in that scrip in one lot along with a declaration to the effect to the selling broker.
4. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the SME Platform (in this
case currently the minimum trading lot size is 1,600 equity shares; however, the same may be changed by the SME Platform
of NSE from time to time).
5. After a period of three (3) months from the market making period, the Market Maker would be exempted to provide quote if
the Shares of Market Maker in our company reaches to 25% of Issue Size. Any Equity Shares allotted to Market Maker under
this Issue over and above 25% of Issue Size would not be taken in to consideration of computing the threshold of 25% of
Issue Size. As soon as the Shares of Market Maker in our Company reduces to 24% of Issue Size, the Market Maker will
resume providing 2 way quotes.
6. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars issued by
SEBI and SME Platform of National Stock Exchange of India Limited i.e. NSE EMERGE from time to time.
7. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory through
market making process, NSE may intimate the same to SEBI after due verification.
52
8. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by
him.
9. There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete with
other Market Makers for better quotes to the investors.
10. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as per the
equity market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call
auction.
11. The Marker maker may also be present in the opening call auction, but there is no obligation on him to do so.
12. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the
market – for instance due to system problems, any other problems. All controllable reasons require prior approval from the
Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for deciding
controllable and non-controllable reasons would be final.
13. The Market Maker(s) shall have the right to terminate said arrangement by giving a three months’ notice or on mutually
acceptable terms to the Lead Manager, who shall then be responsible to appoint a replacement Market Maker(s) and execute
a fresh arrangement.
In case of termination of the above mentioned Market Making agreement prior to the completion of the compulsory Market
Making period, it shall be the responsibility of the Lead Manager to arrange for another Market Maker in replacement during
the term of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker
from its duties in order to ensure compliance with the requirements of the SEBI (ICDR) Regulations, 2018, as amended.
Further our Company and the Lead Manager reserve the right to appoint other Market Makers either as a replacement of the
current Market Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not
exceed five or as specified by the relevant laws and regulations applicable at that particulars point of time. The Market Making
Agreement is available for inspection at our office from 11.00 a.m. to 5.00 p.m. on working days.
14. Risk containment measures and monitoring for Market Makers: NSE SME Exchange will have all margins, which are
applicable on the NSE main board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special
Margins and Base Minimum Capital etc. NSE can impose any other margins as deemed necessary from time-to-time.
15. The price band shall be 20% and the market maker spread (difference between the sell and the buy quote) shall be within 10%
or as intimated by exchange from time to time.
16. Punitive Action in case of default by Market Makers: NSE SME Exchange will monitor the obligations on a real time basis
and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the
Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the specified
guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the
Market Maker in case he is not present in the market (offering two way quotes) for at least 75% of the time. The nature of the
penalty will be monetary as well as suspension in market making activities / trading membership.
The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension
for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time.
17. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for market
makers during market making process has been made applicable, based on the issue size and as follows:
Issue Size Buy quote exemption threshold Re-Entry threshold for buy quote
(including mandatory initial (including mandatory initial inventory of
inventory of 5% of the Issue Size) 5% of the Issue Size)
Up to ₹20 Crore 25% 24%
₹ 20 to ₹ 50 Crore 20% 19%
₹ 50 to ₹ 80 Crore 15% 14%
Above ₹ 80 Crore 12% 11%
All the above mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on
changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.
53
SECTION VI – CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of the Prospectus and after giving effect to this Issue, is set forth below:
Amount (Rs. in Lakhs, except share data)
Aggregate Aggregate Value
Sr. No. Particulars
nominal Value at Issue Price
Authorized Share Capital
A 800.00 -
80,00,000 Equity Shares having Face Value of Rs 10/- each
Issued, Subscribed & Paid-up Share Capital before the Issue
B 49,95,000 Equity Shares having Face Value of Rs.10/- each fully paid 499.50
-
up before the Issue.
Present Issue in terms of the Prospectus
C Issue of 18,12,800 Equity Shares having Face Value of Rs.10/- each at 181.28 1305.22
a price of Rs. 72/- per Equity Share.
Which Comprises
Reservation for Market Maker portion
I. 91,200 Equity Shares of Rs. 10/- each at a price of Rs. 72/- per Equity 9.12 65.66
Share reserved as Market Maker Portion
Net Issue to the Public
II. Net Issue to Public of 17,21,600 Equity Shares of Rs. 10/- each at a 172.16 1239.55
price of Rs. 72/- per Equity Share to the Public
of which(2)
8,60,800 Equity Shares of Rs. 10/- each at a price of Rs. 72/- per Equity
Share will be available for allocation for Investors of up to Rs. 2.00 86.08 619.78
lakhs
8,60,800 Equity Shares of Rs. 10/- each at a price of Rs. 72/- per Equity
Share will be available for allocation for Investors of above Rs. 2.00 86.08 619.78
lakhs
Issued, Subscribed and Paid up Equity Share capital after the Issue
D 680.78 -
68,07,800 Equity Shares of Rs. 10/- each
Securities Premium Account
E Before the Issue Nil
After the Issue 1123.94*
(1)
The Present Issue in terms of Prospectus has been authorized pursuant to a resolution of our Board of Directors dated March
11, 2022 and by special resolution passed under Section 62(1) (c) of the Companies Act, 2013 at the Extra-Ordinary General
Meeting of the members held on April 06, 2022.
(2)
The allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above the
Issue Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other
categories or a combination of categories at the discretion of our Company in consultation with the Lead Manager and Designated
Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and
guidelines.
*The amount disclosed is prior to deduction of Issue expenses.
Class of Shares
As on the date of Prospectus Our Company has only one class of share capital i.e. Equity Shares of Rs.10/- each only. All Equity
Shares issued are fully paid up. Our Company does not have any outstanding convertible instruments as on the date of the
Prospectus.
Details of changes in Authorized Share Capital of our Company:
Since the incorporation of our Company, the authorized share capital of our Company has been altered in the manner set forth
below:
a) The initial Authorised share capital of our Company was ₹1.00 Lakh (Rupees One Lakh) divided into 10,000 (Ten Thousand)
Equity Shares of ₹10/- each. This Authorised capital was increased to ₹25.00 Lakh (Twenty-Five Lakhs) divided into 2,50,000
(Two Lakh Fifty Thousand) Equity Shares of ₹10/- each pursuant to a resolution passed by our Shareholders in their Extra-
Ordinary General Meeting held on February 15, 2007.
54
b) The Authorised share capital of ₹25.00 Lakh (Twenty-Five Lakhs) divided into 2,50,000 (Two Lakh Fifty Thousand) Equity
Shares of ₹10/- each was increased to ₹50.00 Lakh (Fifty Lakhs) divided into 5,00,000 (Five Lakh) Equity Shares of ₹10/-
each pursuant to a resolution passed by our Shareholders in their Annual General Meeting held on September 29, 2007.
c) The Authorised share capital of ₹50.00 Lakh (Fifty Lakhs) divided into 5,00,000 (Five Lakh) Equity Shares of ₹10/- each was
increased to ₹60.00 Lakh (Sixty Lakhs) divided into 6,00,000 (Six Lakh) Equity Shares of ₹10/- each pursuant to a resolution
passed by our Shareholders in their Extra-Ordinary General Meeting held on December 09, 2009.
d) The Authorised share capital of ₹60.00 Lakh (Sixty Lakhs) divided into 6,00,000 (Six Lakh) Equity Shares of ₹10/- each was
increased to ₹1.00 Crore (One Crore) divided into 10,00,000 (Ten lakhs) Equity Shares of ₹10/- each pursuant to a resolution
passed by our Shareholders in their Extra-Ordinary General Meeting held on March 30, 2011
e) The Authorised share capital of ₹1.00 Crore (One Crore) divided into 10,00,000 (Ten lakhs) Equity Shares of ₹10/- each was
increased to ₹8.00 Crore (Eight Crore) divided into 80,00,000 (Eighty lakhs) Equity Shares of ₹10/- each pursuant to a
resolution passed by our Shareholders in their Extra-Ordinary General Meeting held on September 07, 2018
Notes to Capital Structure
1. Equity Share Capital History of our Company:
(a) The history of the equity share capital and the securities premium account of our company are set out in the following table:-
Date of No. of Face Issue Nature of Nature of Cumulati Cumulative Cumulative

Allotment / Equity Value Price Considera Allotment ve No. of Paid-Up Securities
Date of Fully Shares (Rs.) (Rs.) tion Equity Share Premium
Paid Up allotted Shares Capital (Rs.)
(Rs.)
On
Subscription
Incorporation 10,000 10 10 Cash 10,000 1,00,000 Nil
to MOA(i)
*
March 30, Further
2,40,000 10 10 Cash 2,50,000 25,00,000 Nil
2007 Allotment(ii)
December 30, Further
2,50,000 10 10 Cash 5,00,000 50,00,000 Nil
2007 Allotment (iii)
March 05, Further
1,00,000 10 10 Cash 6,00,000 60,00,000 Nil
2012 Allotment (iv)
March 15, Further
3,99,000 10 15 Cash 9,99,000 99,90,000 19,95,000
2012 Allotment (v)
September 25, Other than
39,96,000 10 -- Bonus Issue(vi) 49,95,000 4,99,50,000 Nil
2018# Cash
*Shares were subscribed to Initial Subscriber to Memorandum of Association on March 17, 2005.
#
Bonus issue of 39,96,000 equity shares in the ratio of 4:1 dated September 25, 2018 has been issued by Capitalization of Reserve
& Surplus of the Company.
All the above-mentioned shares are fully paid up since the date of allotment.
Notes:
(i) Initial Subscribers to the Memorandum of Association subscribed 10,000 Equity Shares of Face Value of Rs. 10/- each,
details of which are given below:
S. No. Names of Person Number of Shares Allotted

1. Mr. Narendra Singh Barhat 5,000
2. Mrs. Kusum Narendra Singh Barhat 5,000
Total 10,000
55
(ii) Further Allotment of 2,40,000 Equity Shares of Face Value of Rs. 10/- each fully paid. The details of which are given below:

1. Mr. Narendra Singh Barhat 1,10,000
3. Mr. Himanshu Barhat 20,000
4. Narendra Singh Barhat HUF 30,000
Total 2,40,000
(iii) Further Allotment of 2,50,000 Equity Shares of Face Value of Rs. 10/- each fully paid. The details of which are given
below:

4. Narendra Singh Barhat HUF 20,000
Total 2,50,000
(iv) Further Allotment of 1,00,000 Equity Shares of Face Value of Rs. 10/- each fully paid. The details of which are given below:

Total 1,00,000
(v) Further Allotment of 3,99,000 Equity Shares of Face Value of Rs. 10/- each at an issue price of Rs.15/- each. The details
of which are given below:

1. Mr. Narendra Singh Barhat 56,000
4. Mrs. Richa N Barhat 25,000
5. Mr. Ketankumar Harkantbhai Joshi 1,44,000
6. Mrs. Neeta Ketan Joshi 96,000
Total 3,99,000
(vi) Bonus allotment of 39,96,000 Equity Shares of Face Value of Rs. 10/- each fully paid in the ratio of 4:1 i.e., 4 Bonus Equity
Shares for each equity share held:

2. Mrs. Kusum Narendra Singh Barhat 5,00,000
3. Mr. Himanshu Barhat 4,12,000
4. Narendra Singh Barhat HUF 2,00,000
5. Mrs. Richa N Barhat 1,00,000
6. Mr. Ketankumar Harkantbhai Joshi 5,76,000
7. Mrs. Neeta Ketan Joshi 3,84,000
Total 39,96,000
b) As on the date of the Prospectus, our Company does not have any preference share capital.
2. Issue of Equity Shares for consideration other than cash
Except as disclosed below, we have not issued any Equity Shares for consideration other than cash.
56
Date of No. of Face Issue Reasons Benefits Allottees No. of
Allotment Equity Value Price of accrued to Shares
Shares (Rs.) (Rs.) Allotment company Allotted
Mr. Narendra Singh Barhat 18,24,000
Mrs. Kusum Narendra Singh
5,00,000
Barhat
Other than
Mr. Himanshu Barhat 4,12,000
September Cash – Capitalization
39,96,000 10.00 -- Narendra Singh Barhat HUF 2,00,000
25, 2018 Bonus of Reserves
Mrs. Richa N Barhat 1,00,000
Issue
Mr. Ketankumar
5,76,000
Harkantbhai Joshi
Mrs. Neeta Ketan Joshi 3,84,000
3. We have not revalued our assets since inception and have not issued any Equity Shares (including bonus shares) by capitalizing
any revaluation reserves.
4. No Equity Shares have been allotted pursuant to any scheme approved relevant section of 230-234 of Companies Act 2013.
5. As on the date of the Prospectus, Our Company has not issued any equity shares under any employee stock option scheme
and we do not have any Employees Stock Option Scheme / Employees Stock Purchase Scheme.
6. We have not issued any Equity Shares at price below issue price within last one year from the date of this Prospectus.
57
Category
I
I
(B)
(A)
(C2)
(C1)
Public
Shares
Category of shareholder
II
Promoter
Total
Non-Public
Emp. Trusts
Non-Promoter-
underlying DRs
Promoter Group
&
Shares held by
-
-
-
-
7
7
Nos. of share holders
III
as on the date of the Prospectus:
7. Our Shareholding Pattern
No. of fully paid up equity shares
-
-
-
-
IV
held
I – Summary of Shareholding Pattern:-
49,95,000
49,95,000
No. of Partly paid-up equity
-
-
-
-
-
-
V
shares
held
*As on date of this Prospectus 1 Equity share holds 1 vote.

No. of shares underlying
-
-
-
-
-
-
VI
Depository Receipts
Total nos. shares held
-
-
-
-
VII =
^ We have only one class of Equity Shares of face value of Rs. 10/- each.
49,95,000
49,95,000
IV+V+VI
Shareholding as a % of total no. of
-
-
-
-
shares (calculated as per SCRR,
100
VIII
100.00
1957) As a % of (A+B+C2)
Clas
s
-
-
-
-
Equi
No of Number of
58
ty
Shar Voting Voting
es of Rights Rights held
IX
Tota
-
-
-
-
Rs.1 in each class

l
of securities*
49,95,000 49,95,000
0/-
each
-
-
-
-
^ Total as a
100
% of (A+B+ C)
49,95,000 49,95,000 100.00
No. of Shares Underlying

-
-
-
-
-
-
X
Outstanding convertible securities

(including Warrants)
Shareholding , as a % assuming
full conversion
of convertible securities ( as a
-
-
-
-
100
percentage of diluted share

100.00
XI=VII+X
capital)
As a % of (A+B+C2)
Number of
-
-
-
-
-
-
No. (a)
Locked in
shares
XII
As a % of total
-
-
-
-
-
-
Shares held (b)
No. (a) Number of

Shares
-
-
-
-
-
-
pledged or
XIII
As a % of total
otherwise
Share s held (b)
encumbered
The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Number of equity shares held in

dematerialized form
-
-
-
-
XIV
49,95,000
49,95,000
Table II - Statement showing shareholding pattern of the Promoters and Promoters’ Group
No. Sharehol Number of Voting Rights held in each No of Shareholding Number of Number of Number
No. Of ding as a class of securities (IX) shares , as a % Locked in shares of equity
Of shar % of total Total as a Underlying assuming full shares (XII)* pledged or shares
Part es no. of % of Outstandin conversion of otherwise held in
ly und shares (A+B+C) g convertible encumbered demateria
paid erlyi (calculate No of Voting (XIV) Rights convertible securities (as (XIII) lized form
-up ng d as per Class Cl Total securities a percentage
Nos. No. of equi Dep Total nos. SCRR, eg: as (Including of diluted As a As a
Of fully paid ty osito shares 1957) X s Warrants) share % of % of
shar up equity shar ry held (VIII) eg (X) capital) total total
Sr. Category of ehol shares es Rec (VII) = As a % of :y (XI)=(VII)+( shares share
No. shareholder ders held held eipts (IV)+(V)+ (A+B+C2 X) as a % of No. held No. s held
(I) (II) (III) (IV) (V) (VI) (VI) ) (A+B+C2) (a) (b) (a) (b)
(1) Indian
(a) Individuals/Hin
du undivided
Family
1. Mr. Narendra
1 22,80,000 - - 22,80,000 45.65 22,80,000 - 22,80,000 45.65 - 45.65 - - - - 22,80,000
Singh Barhat
2. Mrs. Kusum
Narendra Singh 1 6,25,000 - - 6,25,000 12.51 6,25,000 - 6,25,000 12.51 - 12.51 - - - - 6,25,000
Barhat
3. Mr. Himanshu
1 5,15,000 - - 5,15,000 10.31 5,15,000 - 5,15,000 10.31 - 10.31 - - - - 5,15,000
Barhat
4. Narendra Singh
1 2,50,000 - - 2,50,000 5.01 2,50,000 - 2,50,000 5.01 - 5.01 - - - - 2,50,000
Barhat HUF
5. Mrs. Richa N
1 1,25,000 - - 1,25,000 2.50 1,25,000 - 1,25,000 2.50 - 2.50 - - - - 1,25,000
Barhat
6. Mr.
Ketankumar
1 7,20,000 - - 7,20,000 14.41 7,20,000 - 7,20,000 14.41 - 14.41 - - - - 7,20,000
Harkantbhai
Joshi
7. Mrs. Neeta
1 4,80,000 - - 4,80,000 9.61 4,80,000 - 4,80,000 9.61 - 9.61 - - - - 4,80,000
Ketan Joshi
Central
- - - - - - - - - - - - - - - - -
(b) Government/
59
State
Government(s)
(c) Financial
Institutions/ - - - - - - - - - - - - - - - - -
Banks
(d) Any Other
- - - - - - - - - - - - - - - - -
(specify)
Sub-Total
7 49,95,000 - - 49,95,000 100.00 49,95,000 - 49,95,000 49,95,000 - 100.00 - - - - 49,95,000
(A)(1)
(2) Foreign - - - - - - - - - - - - - - - - -
(a) Individuals
(Non Resident
Individuals/ - - - - - - - - - - - - - - - - -
Foreign
Individuals)
(b) Government - - - - - - - - - - - - - - - - -
(c) Institutions - - - - - - - - - - - - - - - - -
(d) Foreign
Portfolio - - - - - - - - - - - - - - - - -
Investor
(e) Any Other
- - - - - - - - - - - - - - - - -
(specify)
Sub-Total
- - - - - - - - - - - - - - - - -
(A)(2)
Total
Shareholding
of Promoters
and
7 49,95,000 - - 49,95,000 100.00 49,95,000 - 49,95,000 49,95,000 - 100.00 - - - - 49,95,000
Promoters’
Group
(A)=(A)(1)+(A
)(2)
Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account,
voting rights which are frozen etc. - N.A
60
Table III - Statement showing shareholding pattern of the Public shareholder
Sr. Category of No No. of No. Of No. Of Total Shareholding as Number of Voting Rights held No of Shareholding , Number of Number of Number
No. shareholder s. fully Partly shares nos. a % of total no. in each class of securities (IX) shares as a % assuming Locked in shares of equity
(I) (II) Of paid up paid- underly shares of shares No of Voting (XIV) Total Underlyin full conversion shares (XII)* pledged or shares
sha equity up ing held (calculated as Rights as a % g of convertible otherwise held in
reh shares equity Deposit (VII) = per SCRR, of Outstandi securities (as a encumbered demater
old held shares ory (IV)+(V) 1957) (A+B+ ng percentage of (XIII) ialized
ers (IV) held Receipt + (VI) (VIII) Class Cl Total C) convertibl diluted share No. As a No. As a form
(III (V) s As a % of eg: as e capital) (a) % of (a) % of
) (VI) (A+B+C2) X s securities (XI)=(VII)+(X) total total
eg (Including as a % of shares share
:y Warrants) (A+B+C2) held s
(X) (b) held
(b)
(1) Institutions
(a) Mutual Funds - - - - - - - - - - - - - - - - -
(b) Venture
- - - - - - - - - - - - - - - - -
Capital Funds
(c) Alternate
Investment - - - - - - - - - - - - - - - - -
Funds
(d) Foreign
Venture
- - - - - - - - - - - - - - - - -
Capital
Investors
(e) Foreign
Portfolio - - - - - - - - - - - - - - - - -
Investors
(f) Financial
Institutions/ - - - - - - - - - - - - - - - - -
Banks
(g) Insurance
- - - - - - - - - - - - - - - - -
Companies
(h) Provident
Funds/ Pension - - - - - - - - - - - - - - - - -
Funds
61
(i) Any Other
- - - - - - - - - - - - - - - - -
(specify)
Sub-Total
- - - - - - - - - - - - - - - - -
(B)(1)
(2) Central
Government/
State
- - - - - - - - - - - - - - - - -
Government(s)
/ President of
India
Sub-Total
- - - - - - - - - - - - - - - - -
(B)(2)
(3) Non-
institutions
(a Individuals -
(i)) i. Individual
shareholders
holding - - - - - - - - - - - - - - - - -
nominal share
capital up to ₹
2 lakhs.
(a Individuals -
(ii)) ii. Individual
shareholders
holding
- - - - - - - - - - - - - - - - -
nominal share
capital in
excess of ₹ 2
lakhs.
(b) NBFCs
registered with - - - - - - - - - - - - - - - - -
RBI
(c) Employee
- - - - - - - - - - - - - - - - -
Trusts
(d) Overseas
Depositories - - - - - - - - - - - - - - - - -
(holding DRs)
62
(balancing
figure)
(e) Any Other
- - - - - - - - - - - - - - - - -
(specify)
Sub-Total
- - - - - - - - - - - - - - - - -
(B)(3)
Total Public
Shareholding
- - - - - - - - - - - - - - - - -
(B)=(B)(1)+(B
)(2)+(B)(3)
Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): - N.A
Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account,
voting rights which are frozen etc. - N.A.
63
Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
Sr. Category of Nos. No. of No. Of No. Total Shareholding Number of Voting Rights held No of shares Shareholding , as a Number Number of Number
No. shareholder (II) Of fully Partly Of nos. as a % of in each class of securities (IX) Underlying % assuming full of Locked shares of equity
(I) shar paid up paid- shares shares total no. of Outstandin conversion of in shares pledged or shares
ehol equity up under held shares g convertible (XII) otherwise held in
ders shares equity lying (VII) (calculated as No of Voting (XIV) convertible securities (as a encumbered demateri
(III) held shares Depos = per SCRR, Rights securities percentage of (XIII) alized
(IV) held itory (IV)+( 1957) (Including diluted share As a form
(V) Recei V)+ (VIII) Warrants) capital) As a % of
pts (VI) As a % of Cl Total (X) (XI)=(VII)+(X) as a % of total
(VI) (A+B+C2) as as a % of (A+B+C2) total share
Class s % of share s
eg: eg (A+B+ No. s held No. held
X :y Total C) (a) (b) (a) (b)
(1) Custodian/DR
Holder - Name of
- - - - - - - - - - - - - - - - -
DR Holders (If
Available)
(2) Employee Benefit
Trust (under SEBI
(Share based
Employee - - - - - - - - - - - - - - - - -
Benefit)
Regulations,
2014)
Total Non-
Promoter- Non
Public
- - - - - - - - - - - - - - - - -
Shareholding
(C)=
(C)(1)+(C)(2)
64
8. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as on the date of this
Prospectus are:
S. No. Name Shares Held (Face Value of Rs. 10 % shares held (% Pre
each) Issue paid up Capital)
1. Mr. Narendra Singh Barhat 22,80,000 45.65
2. Mrs. Kusum Narendra Singh Barhat 6,25,000 12.51
3. Mr. Himanshu Barhat 5,15,000 10.31
4. Narendra Singh Barhat HUF 2,50,000 5.01
5. Mrs. Richa N Barhat 1,25,000 2.50
6. Mr. Ketankumar Harkantbhai Joshi 7,20,000 14.41
7. Mrs. Neeta Ketan Joshi 4,80,000 9.61
Total 49,95,000 100.00
9. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company two year prior as on the
date of this Prospectus are:
S. No. Name Shares Held (Face Value of Rs. % shares held (% Pre
10 each) Issue paid up Capital)
Total 49,95,000 100.00
10. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company one year prior as on the
Total 49,95,000 100.00
11. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company ten days prior as on the
Total 49,95,000 100.00
65
12. No subscription to or sale or purchase of the securities of our Company within three years preceding the date of filing of the
Prospectus by our Promoters or Directors or Promoter Group which in aggregate equals to or is greater than 1% of the pre-
issue share capital of our Company.
13. None of our Directors or Key Managerial Personnel hold any Equity Shares other than as set out below:
Name Designation No. of Equity Shares held

Mr. Narendra Singh Barhat Chairman cum Managing Director 22,80,000
Mrs. Kusum Narendra Singh Barhat Executive Director 6,25,000
Mr. Ketankumar Harkantbhai Joshi Whole-time Director and CFO 7,20,000
14. Capital Build up in respect of shareholding of our Promoters:
As on date of the Prospectus, our promoters Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat and Mr. Ketankumar
Harkantbhai Joshi holds 36,25,000 Equity Shares constituting 72.57% of the issued, subscribed and paid-up Equity Share capital
of our Company. None of the Equity Shares held by our Promoter are subject to any pledge.
Date of Allotment Nature of Issue No. of Face Issue Pre- Post-Issue Source
and made fully paid Equity Value /Acquisition/ Issue Shareholding of Funds
up /transfer Shares Per Transfer Price Shareh %
Share per Equity olding
(₹) Share (₹) %
Mr. Narendra Singh Barhat
Own
March 17, 2005 On Incorporation 5,000 10 10.00 0.10 0.07
fund
Own
March 30, 2007 Allotment 1,10,000 10 10.00 2.20 1.62
fund
Own
December 30, 2007 Allotment 1,85,000 10 10.00 3.70 2.72
fund
Own
March 05, 2012 Allotment 1,00,000 10 10.00 2.00 1.47
fund
Own
March 15, 2012 Allotment 56,000 10 15.00 1.12 0.82
fund
September 21, 2018 Bonus Issue 18,24,000 10 -- 36.52 26.79 --
Total (A) 22,80,000 45.65 33.49
Mrs. Kusum Narendra Singh Barhat

Own
March 17, 2005 On Incorporation 5,000 10 10.00 0.10 0.07
fund
Own
March 30, 2007 Allotment 80,000 10 10.00 1.60 1.18
fund
Own
December 30, 2007 Allotment 20,000 10 10.00 0.40 0.29
fund
Own
March 15, 2012 Allotment 20,000 10 15.00 0.40 0.29
fund
Total (B) 6,25,000 12.51 9.18

Own
March 15, 2012 Allotment 1,44,000 10 15.00 2.88 2.12
fund
Total (C) 7,20,000 14.41 10.58
Total (A+B+C) 36,25,000 72.57 53.25
66
15. The average cost of acquisition of or subscription to Equity Shares by our Promoter is set forth in the table below:
Name of the Promoter No. of Shares held Average Cost of Acquisition per Share (In
Rs.)*
Mr. Narendra Singh Barhat 22,80,000 2.12
Mrs. Kusum Narendra Singh Barhat 6,25,000 2.16
Mr. Ketankumar Harkantbhai Joshi 7,20,000 3.00
*Average cost of acquisition is calculated on the basis of face value of equity shares of Rs. 10/- each.
16. There are no Equity Shares purchased/acquired or sold by our Promoters, Promoter Group and/or by our directors and their
immediate relatives within six months immediately preceding the date of filing of the Prospectus.
17. Details of the Pre and Post Issue Shareholding of our Promoter and Promoter Group as on the date of the Prospectus is as
below: -
Pre-Issue Post Issue

S. No Names Shares Held % Shares Shares % Shares
Held Held Held
Promoter
1. Mr. Narendra Singh Barhat 22,80,000 45.65 22,80,000 33.49
2. Mrs. Kusum Narendra Singh Barhat 6,25,000 12.51 6,25,000 9.18
3. Mr. Ketankumar Harkantbhai Joshi 7,20,000 14.41 7,20,000 10.58
TOTAL (A) 36,25,000 72.57 36,25,000 53.25
Promoter Group
1. Mr. Himanshu Barhat 5,15,000 10.31 5,15,000 7.56
2. Narendra Singh Barhat HUF 2,50,000 5.01 2,50,000 3.67
3. Mrs. Richa N Barhat 1,25,000 2.50 1,25,000 1.84
4. Mrs. Neeta Ketan Joshi 4,80,000 9.61 4,80,000 7.05
TOTAL (B) 13,70,000 27.43 13,70,000 20.12
GRAND TOTAL (A+B) 49,95,000 100.00% 49,95,000 73.37
18. Details of Promoter’s Contribution locked in for three years:
Date of Date when Nature of No. of shares Face Issue % of % of Lock in

Allotment / made Fully Allotment/ Allotted/ Value Price/ Pre Post Period
transfer of fully paid up Acquired/T Acquired (Rs.) Transfer Issue Issue
paid up Shares ransfer Transferred Price Shareho Sharehol
(Rs.) lding ding
September 21, September 21, Bonus Issue 8,00,000 10.00 -- 16.02 11.75 3 Years
2018 2018
Total (A) 8,00,000 16.02 11.75
Mrs. Kusum Narendra Singh Barhat
2018 2018
Total (B) 3,00,000 6.01 4.41
2018 2018
Total (C) 3,00,000 6.01 4.41
Grand Total (A+B+C) 14,00,000 28.03 20.56
The minimum Promoter’s contribution has been brought in to the extent of not less than the specified minimum lot and from
persons defined as “promoter” under the SEBI ICDR Regulations. All Equity Shares, which are being locked in are not ineligible
for computation of Minimum Promoters Contribution as per Regulation 237 of the SEBI ICDR Regulations and are being locked
in for 3 years as per Regulation 236 of the SEBI ICDR Regulations i.e. for a period of three years from the date of allotment of
Equity Shares in this Issue.
67
No Equity Shares proposed to be locked-in as Minimum Promoters Contribution have been issued out of revaluation reserve or
for consideration other than cash and revaluation of assets or capitalization of intangible assets, involved in such transactions.
The entire pre-Issue shareholding of the Promoters, other than the Minimum Promoters contribution which is locked in for three
years, shall be locked in for a period of one year from the date of allotment in this Issue.
Our Promoters, Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat and Mr. Ketankumar Harkantbhai Joshi has, by
a written undertaking, consented to have 14,00,000 Equity Shares held by them to be locked in as Minimum Promoters
Contribution for a period of three years from the date of allotment in this Issue and will not be disposed/sold/transferred by the
promoter during the period starting from the date of filing this Prospectus with EMERGE Platform of NSE till the date of
commencement of lock-in period as stated in this Prospectus. The Equity Shares under the Promoters contribution will constitute
20.56% of our post-Issue paid up share capital.
Our Promoters have also consented that the Promoters contribution under Regulation 236 of the SEBI ICDR Regulations will not
be less than 20% of the post Issue paid up capital of our Company.
Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation 237 of SEBI (ICDR)
Regulations, 2018
Eligibility Status of Equity Shares

Reg. No. Promoters’ Minimum Contribution Conditions forming part of Promoter’s
Contribution
237 (1) (a) Specified securities acquired during the preceding three years, if The Minimum Promoter’s contribution
(i) they are acquired for consideration other than cash and revaluation does not consist of such Equity Shares
of assets or capitalization of intangible assets is involved in such which have been acquired for
transaction consideration other than cash and
revaluation of assets or capitalization of
intangible assets. Hence Eligible
237 (1) (a) Specified securities acquired during the preceding three years, The minimum Promoter’s contribution
(ii) resulting from a bonus issue by utilization of revaluation reserves does not consist of such Equity Shares.
or unrealized profits of the issuer or from bonus issue against Hence Eligible
Equity Shares which are ineligible for minimum promoters’
contribution
237 (1) (b) Specified securities acquired by the promoters and alternative The minimum Promoter’s contribution
investment funds or foreign venture capital investors or scheduled does not consist of such Equity Shares.
commercial banks or public financial institutions or insurance Hence Eligible.
companies registered with Insurance Regulatory and Development
Authority of India, during the preceding one year at a price lower
than the price at which specified securities are being offered to the
public in the initial public offer.
237 (1) (c) Specified securities allotted to the promoters and alternative The minimum Promoter’s contribution
investment funds during the preceding one year at a price less than does not consist of such Equity Shares.
the issue price, against funds brought in by them during that period, Hence Eligible.
in case of an issuer formed by conversion of one or more
partnership firms or limited liability partnerships, where the
partners of the erstwhile partnership firms or limited liability
partnerships are the promoters of the issuer and there is no change
in the management
237 (1) (d) Specified securities pledged with any creditor. Our Promoter’s has not Pledged any
shares with any creditors. Accordingly,
the minimum Promoter’s contribution
does not consist of such Equity Shares.
Hence Eligible.
Details of Share Capital Locked in For One Year
In terms of Regulation 236 and 237 of the SEBI ICDR Regulations, in addition to the Minimum Promoters contribution which is
locked in for 3 (three) years, as specified above, the entire pre-issue equity share capital held by promoters and entire pre-issue
capital held by persons other than promoters of our Company i.e. Promoter Group members 35,95,000 Equity Shares shall be
locked in for a period of 1 (one) year from the date of allotment of Equity Shares in this Issue.
68
The Equity Shares which are subject to lock-in shall carry inscription ‘non-transferable’ along with the duration of specified non-
transferable period mentioned in the face of the security certificate. The shares which are in dematerialized form, if any, shall be
locked-in by the respective depositories. The details of lock-in of the Equity Shares shall also be provided to the Designated Stock
Exchange before the listing of the Equity Shares.
Other requirements in respect of lock-in:
a) In terms of Regulation 242 of the SEBI ICDR Regulations, the locked in Equity Shares held by the Promoters, as specified
above, can be pledged with any scheduled commercial bank or public financial institution as collateral security for loan granted
by such bank or institution provided that the pledge of Equity Shares is one of the terms of the sanction of the loan. Provided
that securities locked in as minimum promoter contribution may be pledged only if, in addition to fulfilling the above
requirements, the loan has been granted by such bank or institution, for the purpose of financing one or more of the objects of
the Issue.
b) In terms of Regulation 243 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the Promoters prior
to the Issue may be transferred to any other person holding the Equity Shares which are locked in as per Regulation 36 or 37
of the SEBI ICDR Regulations, subject to continuation of the lock-in in the hands of the transferees for the remaining period
and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as applicable.
Further in terms of Regulation 243 of the SEBI ICDR Regulations, the Equity Shares held by the Promoters may be transferred to
and amongst the Promoter Group or to new promoters or persons in control of the company subject to continuation of the lock-in
in the hands of the transferees for the remaining period and compliance with SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as applicable.
19. None of our Promoters, Promoter Group, Directors and their relatives has entered into any financing arrangement or financed
the purchase of the Equity Shares of our Company by any other person during the period of six months immediately preceding
the date of filing of the Prospectus.
20. Neither, we nor our Promoters, Directors and the Lead Manager to this Issue have entered into any buyback and / or standby
arrangements and / or similar arrangements for the purchase of our Equity Shares from any person.
21. As on the date of filing of the Prospectus, there are no outstanding warrants, options or rights to convert debentures, loans or
other instruments which would entitle Promoters or any shareholders or any other person, any option to acquire our Equity
Shares after this Initial Public Offer.
22. As on the date of the Prospectus, the entire Issued Share Capital, Subscribed and Paid up Share Capital of our Company is
fully paid up.
23. Our Company has not raised any bridge loan against the proceeds of the Issue.
24. Since the entire Issue price per share is being called up on application, all the successful applicants will be allotted fully paid-
up shares.
25. As on the date of the Prospectus, none of the shares held by our Promoters / Promoters Group are subject to any pledge.
26. The Lead Manager i.e. Beeline Capital Advisors Private Limited and their associates do not hold any Equity Shares in our
Company as on the date of filing of the Prospectus.
27. We here by confirm that there will be no further issue of capital whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from the date of the Prospectus until the Equity
Shares Issued have been listed or application moneys refunded on account of failure of Issue.
28. Our Company does not presently intend or propose to alter its capital structure for a period of six months from the date of
opening of the Issue, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares
(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential
or otherwise. This is except if we enter into acquisition or joint ventures or make investments, in which case we may consider
raising additional capital to fund such activity or use Equity Shares as a currency for acquisition or participation in such joint
ventures or investments
29. None of our Equity Shares have been issued out of revaluation reserve created out of revaluation of assets.
69
30. An over-subscription to the extent of 2% of the Net Issue can be retained for the purpose of rounding off to the nearest integer
during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Issue.
Consequently, the actual allotment may go up by a maximum of 2% of the Net Issue. In such an event, the Equity Shares held
by the Promoter is used for allotment and lock- in for three years shall be suitably increased; so as to ensure that 20% of the
post Issue paid-up capital is locked in.
31. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other categories
or a combination of categories at the discretion of our Company in consultation with the LM and Designated Stock Exchange
i.e. NSE. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and
guidelines.
32. In case of over-subscription in all categories the allocation in the Issue shall be as per the requirements of SEBI (ICDR)
Regulations, 2018 and its amendments from time to time.
33. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.
34. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added back to the net
issue to the public portion.
35. At any given point of time there shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
36. Our Company shall comply with such disclosure and accounting norms as may be specified by NSE, SEBI and other regulatory
authorities from time to time.
37. As on the date of the Prospectus, Our Company has not issued any equity shares under any employee stock option scheme
and we do not have any Employees Stock Option Scheme / Employees Stock Purchase Scheme.
38. There are no Equity Shares against which depository receipts have been issued.
39. Other than the Equity Shares, there is no other class of securities issued by our Company as on date of filing of the Prospectus.
40. We have 7 (Seven) Shareholders as on the date of filing of the Prospectus.
41. There are no safety net arrangements for this Public Issue.
42. Our Promoter and Promoter Group will not participate in this Issue.
43. This Issue is being made through Fixed Price method.
44. Except as disclosed in the Prospectus, our Company has not made any public issue or rights issue of any kind or class of
securities since its incorporation to the date of the Prospectus.
45. No person connected with the Issue shall issue any incentive, whether direct or indirect, in the nature of discount, commission,
and allowance, or otherwise, whether in cash, kind, services or otherwise, to any Applicant.
46. We shall ensure that transactions in Equity Shares by the Promoters and members of the Promoter Group, if any, between the
date of registering the Prospectus with the RoC and the Issue Closing Date are reported to the Stock Exchanges within 24
hours of such transactions being completed.
70
SECTION VII - OBJECTS OF THE ISSUE
The Issue includes a public Issue of 18,12,800 Equity Shares of our Company at an Issue Price of ₹ 72/- per Equity Share.
The Fresh Issue
The Net Proceeds from the Fresh Issue will be utilized towards the following objects:
1. To Meet Working Capital Requirement

2. General Corporate Purpose
3. To Meet the Issue Expenses
(Collectively referred as the “objects”)
We believe that listing will enhance our corporate image and visibility of brand name of our Company. We also believe that our
Company will receive the benefits from listing of Equity Shares on the Emerge Platform of NSE (NSE EMERGE). It will also
provide liquidity to the existing shareholders and will also create a public trading market for the Equity Shares of our Company.
The main objects clause of our Memorandum of Association (MOA) enables our Company to undertake its existing activities and
these activities which have been carried out until now by our Company are valid in terms of the objects clause of our Memorandum
of Association (MOA).
Requirement of Funds: -
The details of the proceeds from the Fresh Issue are provided in the following table:
Particulars Amt. (₹ in Lakhs)

Gross Issue Proceeds 1305.22
Less: Public Issue Related Expenses 120.00
Net Issue Proceeds 1185.22
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC
Utilisation of Funds: -
The Net Proceeds are proposed to be used in accordance with the details provided in the following table:
S. No Particulars Amt. (₹ in Lakhs) % of Net Proceeds

1. To Meet Working Capital Requirement 935.22 78.91%
2. General Corporate Expenses 250.00 21.09%
Net Issue Proceeds 1185.22 100.00%
Means of Finance: -We intend to finance our Objects of Issue through Net Proceeds which is as follows:
Particulars Amt. (₹ in Lakhs)

Net Proceeds 1185.22
Total 1185.22
Since the entire fund requirement are to be funded from the proceeds of the Issue, there is no requirement to make firm
arrangements of finance under Regulation 230(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least
75% of the stated means of finance, excluding the amounts to be raised through the proposed Issue.
The fund requirement and deployment is based on internal management estimates and have not been appraised by any bank or
financial institution. These are based on current conditions and are subject to change in the light of changes in external
circumstances or costs or other financial conditions and other external factors.
In case of any increase in the actual utilization of funds earmarked for the Objects, such additional funds for a particular activity
will be met by way of means available to our Company, including from internal accruals. If the actual utilization towards any of
the Objects is lower than the proposed deployment such balance will be used for future growth opportunities including funding
existing objects, if required. In case of delays in raising funds from the Issue, our Company may deploy certain amounts towards
any of the above mentioned Objects through a combination of Internal Accruals or Unsecured Loans (Bridge Financing) and in
71
such case the Funds raised shall be utilized towards repayment of such Unsecured Loans or recouping of Internal Accruals.
However, we confirm that no bridge financing has been availed as on date, which is subject to being repaid from the Issue Proceeds.
We further confirm that no part proceed of the Issue shall be utilised for repayment of any Part of unsecured loan outstanding as
on date of Prospectus.
As we operate in competitive environment, our Company may have to revise its business plan from time to time and consequently
our fund requirements may also change. Our Company’s historical expenditure may not be reflective of our future expenditure
plans. Our Company may have to revise its estimated costs, fund allocation and fund requirements owing to various factors such
as economic and business conditions, increased competition 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 the Company’s management.
For further details on the risks involved in our business plans and executing our business strategies, please see the section titled
“Risk Factors” beginning on page 21 of the Prospectus.
Details of Use of Issue Proceeds:
1. To Meet Working Capital Requirement
Since Incorporation, our Company is in business of manufacturing of agrochemicals. The Business of the Company is working
capital intensive, hence it will meet the requirement to the extent of ₹ 935.22 Lakhs from the Net Proceeds of the Issue and balance
from borrowings at an appropriate time as per the requirements of the business.
Details of Estimation of Working Capital requirement are as follows:

(₹ In Lakhs)
S. No. Particulars Actual Actual Actual Provisional
(Restated) (Restated) (Restated)
31-March-20 31-March-21 31-March-22 31-March-23
I Current Assets
Trade receivables 4830.57 3,276.55 3320.04 4179.00
Inventories 2432.37 3,194.52 2436.19 2860.00
Cash and cash equivalents 52.51 11.23 41.64 312.00
Short term loan & Advances & Other Current
354.78 427.98 456.29 400.00
Assets
Total(A) 7670.23 6910.28 6254.16 7751.00
II Current Liabilities
Trade payables 3780.90 3,835.13 3521.25 4148.00
Short Term Provisions 95.91 73.99 89.61 45.00
Other Current Liabilities 1706.83 669.38 45.76 369.00
Total (B) 5583.64 4578.50 3656.62 4562.00
III Total Working Capital Gap (A-B) 2086.59 2331.78 2597.54 3189.00
IV Funding Pattern
Short term borrowing & Internal Accruals 2086.59 2331.78 2597.54 2253.78
IPO Proceeds 935.22
Key assumptions for working capital projections made by the Company:
Particulars Actual Actual Provisional

March 31, 2021 March 31, 2022 March 31, 2023
Debtors (in days) 2.35 2.40 0.92
Creditors (in days) 3.01 2.79 2.74
Inventories (in days) 2.51 1.93 1.89
Justification:
S. No. Particulars
Debtors We expect Debtors holding days to be at 0.92 months approx. for FY 2022-23 based on increased sales of
Products and better credit Management policies ensuring timely recovery of dues.
72
Creditors We expect creditor payment days to be at 2.74 months approx. for FY 2022-23 based onincreased
purchase and better credit period allowed by suppliers.
Inventories We expect Inventory levels to maintain 1.89 months approx. for FY 2022-23 due to theirtrading cycle,
increase in sales and maintaining required level of Inventory.
2. General Corporate Purposes
Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general
corporate purposes. We intend to deploy the balance Fresh Issue proceeds aggregating Rs. 250.00 Lakhs towards the general
corporate purposes to drive our business growth. In accordance with the policies set up by our Board, we have flexibility in
applying the remaining Net Proceeds, for general corporate purpose including but not restricted to, meeting operating expenses,
initial development costs for projects other than the identified projects, and the strengthening of our business development and
marketing capabilities, meeting exigencies, which the Company in the ordinary course of business may not foresee or any other
purposes as approved by our Board of Directors, subject to compliance with the necessary provisions of the Companies Act.
We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we confirm
that the amount for general corporate purposes, as mentioned in this Prospectus, shall not exceed 25% of the amount raised by our
Company through this Issue.
3. Public Issue Expenses: -
The estimated Issue related expenses includes Issue Management Fee, Underwriting and Selling Commissions, Printing and
Distribution Expenses, Legal Fee, Advertisement Expenses, Registrar’s Fees, Depository Fee and Listing Fee. The total expenses
for this Issue are estimated to be approximately Rs.120.00 Lakhs which is 9.19% of the Issue Size. All the Issue related expenses
shall be proportionately met out from proceeds of the Issue as per applicable laws. The break-up of the same is as follows:
Particulars Estimated As a % of As a % of the

expenses (Rs. total total Issue
In Lakhs)* estimated size
Issue related
expenses
Lead Manager Fees including underwriting commission 93.00 77.50 7.13
Brokerage, selling, commission and upload fees 1.00 0.83 0.08
Registrar to the issue 1.00 0.83 0.08
Legal Advisors 1.00 0.83 0.08
Advertising and Marketing expenses 5.00 4.17 0.38
Regulators including stock exchanges 5.00 4.17 0.38
Printing and distribution of issue stationery 2.00 1.67 0.15
Others, if any (market making, depositories, secretarial, peer review
12.00 10.00 0.92
auditors, etc.)
Total Estimated Offer Expenses 120.00 100.00 9.19
Notes:
1. Selling commission payable to the members of the CDPs, RTA and SCSBs, on the portion for RIIs and NIIs, would be as
follows: Portion for RIIs 0.01% ^ (exclusive of GST) Portion for NIIs 0.01% ^ (exclusive of GST) ^Percentage of the amounts
received against the Equity Shares Allotted (i.e. the product of the number of Equity Shares Allotted and the Issue Price).
2. The Members of RTAs and CDPs will be entitled to application charges of ₹ 10/- (plus applicable GST) per valid ASBA
Form. The terminal from which the application has been uploaded will be taken into account in order to determine the total
application charges payable to the relevant RTA/CDP.
3. Registered Brokers, will be entitled to a commission of ₹ 10/- (plus GST) per Application Form, on valid Applications, which
are eligible for allotment, procured from RIIs and NIIs and submitted to the SCSB for processing. The terminal from which
the application has been uploaded will be taken into account in order to determine the total processing fees payable to the
relevant Registered Broker.
4. SCSBs would be entitled to a processing fee of ₹ 10/- (plus GST) for processing the Application Forms procured by the
members of the Registered Brokers, RTAs or the CDPs and submitted to SCSBs.
Proposed Schedule of Implementation:
The proposed year wise break up of deployment of funds and Schedule of Implementation of Net Issue Proceeds is as under:
(₹ In Lakhs)
73
S. No. Particulars Amount to be deployed and utilized in F.Y. 2022-23*
1. To Meet Working Capital Requirement 935.22
2. General Corporate Purpose 250.00
Total 1185.22
*To the extent our Company is unable to utilize any portion of the Net Proceeds towards the Object, as per the estimated schedule
of deployment specified above; our Company shall deploy the Net Issue Proceeds in the subsequent Financial Years towards the
Object.
Funds Deployed and Source of Funds Deployed:
Our Statutory Auditors M/s. Prakash Chandra Jain & Co., Chartered Accountants vide their certificate dated January 06, 2023
have confirmed that as on date of certificate the following funds have been deployed for the proposed object of the Issue:
Particulars Amt. (₹ in Lakhs)*

Issue Expenses 24.65
Total 24.65
* Amount inclusive of applicable taxes.
Sources of Financing for the Funds Deployed:
Our Statutory Auditors M/s. Prakash Chandra Jain & Co., Chartered Accountants vide their certificate dated January 06, 2023
have confirmed that as on date of certificate the following funds have been deployed for the proposed object of the Issue:
Particulars Amt. (₹ in Lakhs)*

Internal Accruals 24.65
Total 24.65
* Amount inclusive of applicable taxes.
Appraisal
None of the Objects have been appraised by any bank or financial institution or any other independent third party organization.
The funding requirements of our Company and the deployment of the proceeds of the Issue are currently based management
estimates. The funding requirements of our Company are dependent on a number of factors which may not be in the control of our
management, including variations in interest rate structures, changes in our financial condition and current commercial conditions
and are subject to change in light of changes in external circumstances or in our financial condition, business or strategy.
Shortfall of Funds
Any shortfall in meeting the fund requirements will be met by way of internal accruals and or unsecured Loans.
Bridge Financing Facilities
As on the date of this Prospectus, we have not raised any bridge loans which are proposed to be repaid from the Net Proceeds.
Monitoring Utilization of Funds
The Audit Committee & the Board of Directors of our Company will monitor the utilization of funds raised through this public
issue. Pursuant to Regulation 32 of SEBI Listing Regulation 2015, our Company shall on half-yearly basis disclose to the Audit
Committee the Applications of the proceeds of the Issue. On an annual basis, our Company shall prepare a statement of funds
utilized for purposes other than stated in this Prospectus and place it before the Audit Committee. Such disclosures shall be made
only until such time that all the proceeds of the Issue have been utilized in full. The statement of funds utilized will be certified by
the Statutory Auditors of our Company.
Interim Use of Proceeds
Pending utilization of the Issue proceeds of the Issue for the purposes described above, our Company will deposit the Net Proceeds
with scheduled commercial banks included in schedule II of the RBI Act.
Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any listed
company or for any investment in the equity markets or investing in any real estate product or real estate linked products.
74
Variation in Objects
In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the Issue without our
Company being authorized to do so by the Shareholders by way of a special resolution. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution shall specify the prescribed details as required under the
Companies Act and shall be published in accordance with the Companies Act and the rules there under. As per the current
provisions of the Companies Act, our Promoter or controlling Shareholders would be required to provide an exit opportunity to
such shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed by
SEBI, in this regard.
Other confirmations
There is no material existing or anticipated transactions with our Promoter, our Directors, our Company’s key Managerial
personnel and Group Companies, in relation to the utilization of the Net Proceeds. No part of the proceeds of the Issue will be paid
by us to the Promoter and Promoter Group, Group Companies, the Directors, associates or Key Management Personnel, except in
the normal course of business and in compliance with applicable law.
75
BASIS FOR ISSUE PRICE
Investors should read the following summary with the section titled “Risk Factors”, the details about our Company under the
section titled “Business Overview” and its financial statements under the section titled “Financial Information of our Company”
beginning on page 21, page 95 and page 146 respectively of this Prospectus. The trading price of the Equity Shares of our Company
could decline due to these risks and the investor may lose all or part of his investment.
The Issue Price has been determined by the Company in consultation with the LM on the basis of the key business strengths of
our Company. The face value of the Equity Shares is Rs. 10 and Issue Price is Rs.72 which is 7.2 times of the face value.
QUALITATIVE FACTORS
For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to sections titled
“Business Overview” beginning on page 95 of this Prospectus.
QUANTITATIVE FACTORS
Information presented below is derived from our Company’s Restated Financial Statements prepared in accordance with Indian
GAAP. Some of the quantitative factors, which form the basis for computing the price, are as follows:
1. Basic & Diluted Earnings per share (EPS), as restated:
S. No Period Basic & Diluted (₹) Weights

1. FY 2019-20 2.02 1
2. FY 2020-21 2.15 2
3. FY 2021-22 2.93 3
Weighted Average 2.52 6
September 30, 2022 5.18
Notes:
i. The figures disclosed above are based on the restated financial statements of the Company.
ii. The face value of each Equity Share is ₹10.00.
iii. Earnings per Share has been calculated in accordance with Accounting Standard 20 – “Earnings per Share” issued by
the Institute of Chartered Accountants of India.
iv. The above statement should be read with Significant Accounting Policies and the Notes to the Restated Financial
Statements as appearing in Annexure IV.
2. Price Earning (P/E) Ratio in relation to the Issue Price of 72.00 per share:
S. No Particulars P/E
1 P/E ratio based on the Basic & Diluted EPS, as restated for FY 2021-22 24.57
2 P/E ratio based on the Weighted Average EPS 28.57
3. Return on Net worth (RoNW)
S. No Period RONW (%) Weights

1. FY 2019-20 8.19% 1
2. FY 2020-21 8.04% 2
3. FY 2021-22 10.00% 3
Weighted Average 9.05% 6
September 30, 2022 14.85%
4. Net Asset Value (NAV) per Equity Share:
Sr. No. As at NAV

1. March 31, 2020 24.63
2. March 31, 2021 26.79
3. March 31, 2022 29.71
76
4. September 30, 2022 34.90
5. NAV after Issue 43.01
Issue Price 72.00
5. Comparison of Accounting Ratios with Industry Peers
NAV per
Face EPS RoNW
S. No. Name of Company Results Type PE4 Share
Value (₹) (₹)3 (%)
(₹)
Aristo Bio-Tech and Lifescience
1. Standalone 10.00 2.93 24.57 10.00 29.71
Limited1
2. Dhanuka Agritech Limited2 Consolidated 2.00 44.85 16.07 21.95 206.19
2
3. Meghmani Organics Limited Consolidated 1.00 11.97 10.28 20.80 57.65
1
Based on March 31, 2022 restated financial statements
2
Source – Annual Report of Peer Companies available on website of Stock Exchange.
3
Basic & Diluted Earnings per share (EPS) is calculated on weighted average number of shares after considering Bonus Issue
of Shares.
4
Price Earning (P/E) Ratio of Aristo Bio-Tech and Lifescience Limited in relation to the Issue Price of Rs.72.00 per share.
6. The face value of our shares is ₹10.00 per share and the Issue Price is of ₹72.00 per share which is 7.2 times of the face
value.
7. The Issue Price has been determined by our Company in consultation with the Lead Manager and justified by our Company
in consultation with the Lead Manager on the basis of above parameters. The investors may also want to peruse the risk
factors and financials of the Company including important profitability and return ratios, as set out in the Auditors’ Report
in the offer Document to have more informed view about the investment.,
Investors should read the above-mentioned information along with section titled “Business Overview”, “Risk Factors” and
“Financial Information of our Company” beginning on page 95, 21 and 146 respectively including important profitability and
return ratios, as set out in chapter titled “Other Financial Information” on page 182 of this Prospectus to have a more informed
view.
77
STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors,

Aristo Bio-Tech and Lifescience Limited
E-24, 25, 26, G.I.D.C. Manjusar,
Vadodara – 391775, Gujarat
India
Dear Sir,
Subject - Statement of possible tax benefits (“the statement”) available to Aristo Bio-Tech and Lifescience Limited (“the
company”) and its shareholder prepared in accordance with the requirement in Point No. 9 (L) of Part A of Schedule VI
to the Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018.
Reference - Initial Public Offer of Equity Shares by Aristo Bio-Tech and Lifescience Limited
We hereby confirm that the enclosed Annexure 1 and 2 (together “the Annexures”), prepared by Aristo Bio-Tech and Lifescience
Limited (‘the Company’), provides the possible tax benefits available to the Company and to the shareholders of the Company
under the Income-tax Act, 1961 (‘the Act’) as amended by the Finance Act 2021, circular and notifications issued from time to
time, i.e. applicable for the Financial Year 2021-22 relevant to the assessment year 2022-23, the Central Goods and Services Tax
Act, 2017 / the Integrated Goods and Services Tax Act, 2017 (“GST Act”), as amended by the Finance Act 2021, circular and
notifications issued from time to time, i.e., applicable for the Financial Year 2021-22 relevant to the assessment year 2022-23,
presently in force in India (together, the” Tax Laws”). Several of these benefits are dependent on the Company or its shareholders
fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company and / or its
shareholders to derive the tax benefits is dependent upon their fulfilling such conditions which, based on business imperatives the
Company faces in the future, the Company or its shareholders may or may not choose to fulfil.
1. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the
responsibility of the Company’s management. We are informed that these Annexures are only intended to provide information
to the investors and are neither designed nor intended to be a substitute for professional tax advice. In view of the individual
nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the proposed initial public offering.
2. We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been / would be met with; and
iii) the revenue authorities/courts will concur with the views expressed herein.
3. The contents of the enclosed Annexures are based on information, explanations and representations obtained from the
Company and on the basis of their understanding of the business activities and operations of the Company.
4. No assurance is given that the revenue authorities/ Courts will concur with the view expressed herein. Our views are based on
existing provisions of law and its implementation, which are subject to change from time to time. We do not assume any
responsibility to updates the views consequent to such changes.
5. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to
this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will
not be liable to any other person in respect of this statement.
78
6. This certificate is provided solely for the purpose of assisting the addressee Company in discharging its responsibility under
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for inclusion
in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus in connection with the proposed issue of equity shares
and is not be used, referred to or distributed for any other purpose without our written consent.
For M/s Prakash Chandra Jain & Co.

Chartered Accountants
FRN: 002438C
Dinesh C Jain
Partner
M. No. 041235
UDIN: 22041235AGKUPN4384
Place: Vadodara
Date: 04.04.2022
79
ANNEXURE 1 TO THE STATEMENT OF TAX BENEFITS
The information provided below sets out the possible special tax benefits available to the Company and the Equity Shareholders
under the Act presently in force in India. It is not exhaustive or comprehensive and is not intended to be a substitute for professional
advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the Equity
Shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have
a different interpretation on the benefits, which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR
SITUATION
A. SPECIAL TAX BENEFITS TO THE COMPANY
The Company is not entitled to any special tax benefits under the Act.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER
The Shareholders of the Company are not entitled to any special tax benefits under the Act
Note:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the shares
are held by joint holders.
2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or
benefit under any other law.
We hereby give our consent to include our above referred opinion regarding the tax benefits available to the Company and to its
shareholders in the DRHP/Prospectus
80
ANNEXURE 2 TO THE STATEMENT OF TAX BENEFITS
The information provided below sets out the possible special tax benefits available to the Company and the Equity Shareholders
under the GST Act presently in force in India. It is not exhaustive or comprehensive and is not intended to be a substitute for
professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment
in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent
or may have a different interpretation on the benefits, which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR
SITUATION
A. SPECIAL TAX BENEFITS TO THE COMPANY
The Company is not entitled to any special tax benefits under the GST Act.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER
The Shareholders of the Company are not entitled to any special tax benefits under the GST Act
Note:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the shares
are held by joint holders.
2. The above statement covers only certain relevant indirect tax law benefits and does not cover any direct tax law benefits or
benefit under any other law.
We hereby give our consent to include our above referred opinion regarding the tax benefits available to the Company and to its
shareholders in the DRHP/Prospectus.
81
SECTION VIII – ABOUT THE COMPANY
OUR INDUSTRY
The information in this section has been extracted from various websites and publicly available documents from various industry
sources. The data may have been re-classified by us for the purpose of presentation. None of the Company and any other person
connected with the Issue have independently verified this information. Industry sources and publications generally state that the
information contained therein has been obtained from believed to be reliable, but their accuracy, completeness and underlying
assumptions are not guaranteed and their reliability cannot be assured. 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, projection forecasts and assumptions that may prove to be incorrect. Accordingly,
investors should not place undue reliance on information.
GLOBAL OUTLOOK
The Forces Shaping the Outlook
Global slowdown intensifies as downside risks materialize. A tentative recovery in 2021 has been followed by increasingly
gloomy developments in 2022. Performance was slightly better than expected in the first quarter, but world real GDP is estimated
to have shrunk in the second quarter—the first contraction since 2020—owing to economic downturns in China and Russia.
Downside risks discussed in the April 2022 World Economic Outlook are materializing, with higher inflation worldwide,
especially in the United States and major European economies, triggering a sharp tightening in global financial conditions; a
sharper-than-anticipated slowdown in China, reflecting COVID-19 outbreaks and lockdowns; and further negative cross-border
effects from the war in Ukraine.
Global inflation again surprises on the upside, prompting more central bank tightening. Since 2021, consumer prices have
consistently risen faster than widely expected, including in the World Economic Outlook (Figure 1). In the United States, the
consumer price index rose by 9.1 percent in June, compared with a year earlier, and it also rose by 9.1 percent in the United
Kingdom in May—the highest inflation rates in these two countries in 40 years. In the euro area, inflation in June reached 8.6
percent, its highest level since the inception of the monetary union. Equally concerning, in emerging market and developing
economies, second-quarter inflation is estimated to have been 9.8 percent. Higher food and energy prices, supply constraints in
many sectors, and a rebalancing of demand back toward services have in most economies driven up headline inflation. But
underlying inflation has also increased, as reflected in different gauges of core inflation, reflecting the pass-through of cost
pressures by way of supply chains and tight labor markets, especially in advanced economies.1 Wage growth has on average not
kept up with inflation across both advanced and emerging market and developing economies, eroding household purchasing power.
Although long-term inflation expectations have been stable in most major economies, they have started to rise according to some
measures, including in the United States (Figure 2). In response to incoming data, central banks of major advanced economies are
withdrawing monetary support more assertively and raising policy interest rates faster than expected in the April 2022 World
Economic Outlook. Central banks in several emerging market and developing economies have raised interest rates more
aggressively than during past advanced economy tightening cycles. The associated rise in longer-term borrowing costs, including
mortgage rates, and tighter global financial conditions (see box) have led to precipitous declines in equity prices, weighing on
growth. At the same time, public COVID-19 support packages have been wound down.
82
China’s economic slowdown has added to global supply chain disruptions. COVID-19 outbreaks and mobility restrictions as part
of the authorities’ zero-COVID strategy have disrupted economic activity widely and severely (Figure 3). Shanghai, a major global
supply chain hub, entered a strict lockdown in April 2022, forcing citywide economic activity to halt for about eight weeks. In the
second quarter, real GDP contracted significantly by 2.6 percent on a sequential basis, driven by lower consumption—the sharpest
decline since the first quarter of 2020, at the onset of the pandemic, when it declined by 10.3 percent. Since then, more contagious
variants have driven a worrisome surge in COVID-19 cases. The worsening crisis in China’s property sector is also dragging down
sales and real estate investment. The slowdown in China has global consequences: lockdowns added to global supply chain
disruptions and the decline in domestic spending are reducing demand for goods and services from China’s trade partners.
83
The war in Ukraine continues, causing widespread hardship. The war’s humanitarian cost is rising, with 9 million people having
fled Ukraine since the Russian invasion started and continuing loss of life and destruction of physical capital. Since April 2022,
major advanced economies have placed additional financial sanctions on Russia, and the European Union agreed on embargoes
on imports of coal starting in August 2022 and on Russian seaborne oil starting in 2023. The European Union announced that it
will block insuring and financing maritime transport of Russian oil to third countries by the end of 2022. At the same time, the
Organization of the Petroleum Exporting Countries has agreed to bring forward increases in oil supply that were planned for
September, and the Group of Seven plans to study the possibility of introducing a price ceiling on Russian exports of crude oil.
These offsetting developments mean that the increase in international crude oil prices compared with last year is overall only
slightly lower than predicted in the April 2022 World Economic Outlook. More recently, the flow of Russian pipeline gas to
Europe has declined sharply to about 40 percent of the level a year ago, contributing to a steep increase in natural gas prices in
June. Russia’s economy is estimated to have contracted during the second quarter by less than previously projected, with crude oil
and nonenergy exports holding up better than expected. In addition, domestic demand is also showing some resilience thanks to
containment of the effect of the sanctions on the domestic financial sector and a lower-than-anticipated weakening of the labor
market. Relatedly, the war’s effects on major European economies have been more negative than expected, owing to higher energy
prices as well as weaker consumer confidence and slower momentum in manufacturing resulting from persistent supply chain
disruptions and rising input costs.
The food crisis worsens. Global food prices have stabilized in recent months but remain much higher than in 2021 (see Figure 4).
The principal driver of global food price inflation—particularly prices of cereal, such as wheat––has been the war in Ukraine;
export restrictions in several countries have compounded global food price increases, although a few of these restrictions have
recently lapsed. Low-income countries, where food represents a larger share of consumption, are feeling the impact of this inflation
most keenly. Countries with diets tilted toward commodities with the largest price gains (especially wheat and corn), those more
dependent on food imports, and those with a large pass-through from global to local staple food prices are most distressed. Low-
income countries whose people were already experiencing acute malnutrition and excess mortality before the war, especially in
sub-Saharan Africa, have suffered a particularly severe impact.
Global growth: In the baseline scenario, global growth is 3.2 percent in 2022 and moderates to 2.9 percent in 2023, lower than
projected in the April 2022 World Economic Outlook by 0.4 and 0.7 percentage point, respectively (Table 1). In a number of cases,
a better-than-expected growth outcome in the first quarter of 2022 offsets the subsequent slowdown, resulting in a relatively modest
net negative revision for average annual growth in 2022. Downgrades for China and the United States, as well as for India, are
driving the downward revisions to global growth during 2022–23, which reflect the materialization of downside risks highlighted
in the April 2022 World Economic Outlook: a sharper slowdown in China due to extended lockdowns, tightening global financial
conditions associated with expectations of steeper interest rate hikes by major central banks to ease inflation pressure, and
spillovers from the war in Ukraine. With growth near 3 percent in 2022–23, a decline in global GDP or in global GDP per capita—
sometimes associated with global recession—is not currently part of the baseline scenario. However, projections for growth on a
fourth-quarter-over-fourth-quarter basis point to a significant weakening of activity in the second half of 2022 (Table 1). While
the revisions are mostly negative for advanced economies, differing exposures to the underlying developments mean that those for
emerging market and developing economies are more mixed:
 As noted, growth revisions for major advanced economies in 2022–23 are generally negative. Baseline growth in the United
States is revised down by 1.4 percentage points and 1.3 percentage points in 2022 and 2023, respectively, reflecting weaker-
than-expected growth in the first two quarters of 2022, with significantly less momentum in private consumption, in part
reflecting the erosion of household purchasing power and the expected impact of a steeper tightening in monetary policy.
84
Growth in the euro area is also revised down: by 0.2 percentage point in 2022, when improved prospects for tourism and
industrial activity in Italy are more than offset by significant downgrades in France, Germany, and Spain; and by 1.1 percentage
point in 2023. This reflects spillovers from the war in Ukraine as well as the assumption of tighter financial conditions, with
the European Central Bank ending net asset purchases and raising rates in July 2022 for the first time since 2011. In a number
of European economies, NextGenerationEU funds are supporting economic activity.
 For emerging market and developing economies, the negative revisions to growth in 2022–23 reflect mainly the sharp
slowdown of China’s economy and the moderation in India’s economic growth. The revision in emerging and developing Asia
is correspondingly large, at 0.8 percentage point in the baseline for 2022. This revision includes a 1.1 percentage point
downgrade to growth in China, to 3.3 percent (the lowest growth in more than four decades, excluding the initial COVID-19
crisis in 2020), owing primarily to the aforementioned COVID-19 outbreaks and lockdowns. Likewise, the outlook for India
has been revised down by 0.8 percentage point, to 7.4 percent. For India, the revision reflects mainly less favorable external
conditions and more rapid policy tightening. Elsewhere, growth revisions in the baseline have been mostly on the upside. Real
GDP for emerging and developing Europe is expected to shrink by 1.5 percentage points less in 2022 than predicted in the
April 2022 World Economic Outlook but grow by 0.4 percentage point less in 2023, on the back of stronger-than-expected
Russian export growth in 2022 and the recently announced additional sanctions on Russia in 2023. Latin America and the
Caribbean has also seen an upward revision of 0.5 percentage point in 2022 as a result of a more robust recovery in the large
economies (Brazil, Mexico, Colombia, Chile).. The outlooks for countries in the Middle East and Central Asia and sub-Saharan
Africa remain on average unchanged or positive, reflecting the effects of elevated fossil fuel and metal prices for some
commodity-exporting countries.
Inflation: The baseline projection for global inflation is also more pessimistic, having been revised up to 8.3 percent in 2022 on a
fourth-quarter-over-fourth-quarter basis, from 6.9 percent in the April 2022 World Economic Outlook. The upside inflation
revision in 2022 is larger for advanced economies, where it is expected to reach 6.3 percent from 4.8 percent projected in the April
2022 World Economic Outlook on a fourth-quarter-over-fourth-quarter basis, driven by significant increases in headline inflation
among such major economies as the United Kingdom (a 2.7 percentage point upward revision to 10.5 percent) and the euro area
(a 2.9 percentage point upward revision to 7.3 percent). Forecasts for 2023 are relatively unchanged––up by only 0.2 percentage
point on a fourth-quarter over- fourth-quarter basis––reflecting confidence that inflation will decline as central banks tighten
policies and energy price base effects turn negative. For emerging market and developing economies, inflation in 2022 is expected
to reach 10.0 percent on a fourth-quarter-over-fourth-quarter basis. Revisions for those economies display greater variation across
countries, with relatively modest increases in emerging and developing Asia (partly because of a slowdown of activity in China
and limited increases in prices of staple foods) but larger revisions for Latin America and the Caribbean (up by 3.0 percentage
points) and for emerging and developing Europe (up by 2.9 percentage points).
Global trade: Global trade growth in 2022 and 2023 will likely slow by more than previously expected, reflecting the decline in
global demand and supply chain problems. The dollar’s appreciation in 2022—by about 5 percent in nominal effective terms as of
June compared with December 2021––is also likely to have slowed world trade growth, considering the dollar’s dominant role in
trade invoicing as well as negative financial balance sheet effects on demand and imports in countries with dollar-denominated
liabilities.
Table 1. Overview of the World Economic Outlook Projections

(Percent change, unless noted otherwise)
Year over Year
Difference Q4 over Q4 2/
from April
2022 WEO
Projections
Projections 1/ Projections
2020 2021 2022 2023 2022 2023 2021 2022 2023
World Output –3.1 6.1 3.2 2.9 –0.4 –0.7 4.4 1.7 3.2
Advanced Economies –4.5 5.2 2.5 1.4 –0.8 –1.0 4.7 1.3 1.5
United States –3.4 5.7 2.3 1.0 –1.4 –1.3 5.5 1.0 0.6
Euro Area –6.3 5.4 2.6 1.2 –0.2 –1.1 4.7 0.7 2.1
Germany –4.6 2.9 1.2 0.8 –0.9 –1.9 1.8 0.5 1.5
France –7.9 6.8 2.3 1.0 –0.6 –0.4 4.9 0.4 1.1
Italy –9.0 6.6 3.0 0.7 0.7 –1.0 6.4 0.6 1.6
–
Spain 10.8 5.1 4.0 2.0 –0.8 –1.3 5.5 1.3 2.3
Japan –4.5 1.7 1.7 1.7 –0.7 –0.6 0.4 2.4 0.6
United Kingdom –9.3 7.4 3.2 0.5 –0.5 –0.7 6.6 0.1 1.3
Canada –5.2 4.5 3.4 1.8 –0.5 –1.0 3.2 2.5 1.7
85
Other Advanced Economies 3/ –1.8 5.1 2.9 2.7 –0.2 –0.3 4.6 2.0 2.8
Emerging Market and Developing Economies –2.0 6.8 3.6 3.9 –0.2 –0.5 4.2 2.1 4.7
Emerging and Developing Asia –0.8 7.3 4.6 5.0 –0.8 –0.6 3.8 4.0 4.7
China 2.2 8.1 3.3 4.6 –1.1 –0.5 3.5 4.1 3.2
India 4/ –6.6 8.7 7.4 6.1 –0.8 –0.8 3.9 4.1 7.2
ASEAN-5 5/ –3.4 3.4 5.3 5.1 0.0 –0.8 4.7 3.4 6.1
Emerging and Developing Europe –1.8 6.7 –1.4 0.9 1.5 –0.4 6.1 –7.0 7.7
–
Russia –2.7 4.7 –6.0 –3.5 2.5 –1.2 4.8 13.9 4.8
Latin America and the Caribbean –6.9 6.9 3.0 2.0 0.5 –0.5 3.9 1.8 2.1
Brazil –3.9 4.6 1.7 1.1 0.9 –0.3 1.6 1.5 1.5
Mexico –8.1 4.8 2.4 1.2 0.4 –1.3 1.2 2.9 1.0
Middle East and Central Asia –2.9 5.8 4.8 3.5 0.2 –0.2 ... ... ...
Saudi Arabia –4.1 3.2 7.6 3.7 0.0 0.1 6.7 6.9 3.7
Sub-Saharan Africa –1.6 4.6 3.8 4.0 0.0 0.0 ... ... ...
Nigeria –1.8 3.6 3.4 3.2 0.0 0.1 2.4 2.1 2.3
South Africa –6.3 4.9 2.3 1.4 0.4 0.0 1.8 2.2 1.7
Memorandum
World Growth Based on Market Exchange Rates –3.4 5.8 2.9 2.4 –0.6 –0.7 4.4 1.6 2.5
European Union –5.8 5.4 2.8 1.6 –0.1 –0.9 4.9 0.9 2.8
Middle East and North Africa –3.4 5.8 4.9 3.4 –0.1 –0.2 ... ... ...
Emerging Market and Middle-Income Economies –2.2 7.0 3.5 3.8 –0.3 –0.5 4.3 2.0 4.7
Low-Income Developing Countries 0.1 4.5 5.0 5.2 0.4 –0.2 ... ... ...
World Trade Volume (goods and services) 6/ –7.9 10.1 4.1 3.2 –0.9 –1.2 ... ... ...
Advanced Economies –8.8 9.1 5.3 3.2 –0.3 –1.4 ... ... ...
Emerging Market and Developing Economies –6.2 11.7 2.2 3.3 –1.8 –0.9 ... ... ...
Commodity Prices (US dollars)
– – –
Oil 7/ 32.7 67.3 50.4 12.3 –4.3 1.0 79.2 28.6 13.4
Nonfuel (average based on world commodity import 6.7 26.1 10.1 –3.5 –1.3 –1.0
weights) 16.4 5.7 –0.6
World Consumer Prices 8/ 3.2 4.7 8.3 5.7 0.9 0.9 5.6 8.3 4.1
Advanced Economies 9/ 0.7 3.1 6.6 3.3 0.9 0.8 4.9 6.3 2.3
Emerging Market and Developing Economies 8/ 5.2 5.9 9.5 7.3 0.8 0.8 6.1 10.0 5.7
Note: Real effective exchange rates are assumed to remain constant at the levels prevailing during May 30,
2022--June 27, 2022. Economies are listed on the basis of economic size. The aggregated quarterly data
are seasonally adjusted. WEO = World Economic Outlook.
1/ Difference based on rounded figures for the current and April 2022 WEO forecasts. Countries whose
forecasts have been updated relative to April 2022 WEO forecasts account for approximately 90 percent of
world GDP measured at purchasing-power-parity weights.
2/ For World Output (Emerging Market and Developing Economies), the quarterly estimates and projections
account for approximately 90 percent (80 percent) of annual world (emerging market and developing
economies') output at purchasing-power-parity weights.
3/ Excludes the Group of Seven (Canada, France, Germany, Italy, Japan, United Kingdom, United States)
and euro area countries.
4/ For India, data and forecasts are presented on a fiscal year basis and GDP from 2011 onward is based
on GDP at market prices with fiscal year 2011/12 as a base year.
5/ Indonesia, Malaysia, Philippines, Thailand, Vietnam.
6/ Simple average of growth rates for export and import volumes (goods and services).
7/ Simple average of prices of UK Brent, Dubai Fateh, and West Texas Intermediate crude oil. The average
price of oil in US dollars a barrel was $69.07 in 2021; the assumed price, based on futures markets (as of
June 29, 2022), is $103.88 in 2022 and $91.07 in 2023.
8/ Excludes Venezuela.
9/ The inflation rate for the euro area is 7.3% in 2022 and 3.9% in 2023, that for Japan is 1.9% in 2022 and
1.3% in 2023, and that for the United States is 7.7% in 2022 and 3.0% in 2023, respectively.
(Source-https://www.imf.org/en/Publications/WEO/Issues/2022/07/26/world-economic-outlook-update-july-2022)
86
INDIAN ECONOMY OVERVIEW
Introduction
The Indian economy has fully recovered to the pre-pandemic real GDP level of 2019-20, according to the provisional estimates of
GDP released on May 31, 2022. Real GDP growth in FY 2021-22 stands at 8.7%, which is 1.5% higher than the real GDP in FY
2019-20. These figures are associated with stronger growth momentum, indicating increased economic demand. The investment
rate in the fourth quarter increased to its highest level in the previous nine quarters. Moreover, capacity utilisation in the
manufacturing sector rose in the fourth quarter, as against the third quarter, implying a build-up in demand, which is consistent
with the growth objectives of the Indian economy.
Future capital spending of the government in the Indian economy is expected to be supported by factors such as tax buoyancy,
streamlined tax system, thorough assessment and rationalisation of the tariff structure and digitisation of tax filing. In the medium
term, an increase in capital spending on infrastructure and asset-building projects is set to increase growth multipliers. Furthermore,
revival in monsoon and Kharif sowing helped the agriculture sector gain momentum. As of July 11, 2022, the South-West monsoon
has covered the entire country, resulting in 7% higher rainfall than the normal level.
India has emerged as the fastest-growing major economy in the world, and is expected to be one of the top three economic powers
globally over the next 10-15 years, backed by its robust democracy and strong partnerships.
Market size
 India’s nominal GDP at current prices was estimated at Rs. 232.15 trillion (US$ 3.12 trillion) in FY22. With more than 100
unicorns valued at US$ 332.7 billion, India has the third-largest unicorn base in the world. The government is also focusing
on renewable sources to generate energy, and is planning to achieve 40% of its energy from non-fossil sources by 2030.
 According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90 million non-
farm jobs between 2023 and 2030 in order to increase productivity and economic growth. The net employment rate needs to
grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between this period. India's current account
deficit (CAD), primarily driven by an increase in the trade deficit, stood at 1.2% of GDP in 2021-22.
 Exports fared remarkably well during the pandemic and aided recovery when all other growth engines lost steam in terms of
their contribution to GDP. Going forward, the contribution of merchandise exports may waver as several of India’s trade
partners witness an economic slowdown. According to Mr. Piyush Goyal, Minister of Commerce and Industry, Consumer
Affairs, Food and Public Distribution and Textiles, Indian exports are expected to reach US$ 1 trillion by 2030.
Recent Developments
India is primarily a domestic demand-driven economy, with consumption and investments contributing 70% to the country’s
economic activity. With the economic scenario improving on recovering from the COVID-19 pandemic shock, several investments
and developments have been made across various sectors of the economy. According to World Bank, India must continue to
prioritise lowering inequality while also launching growth-oriented policies to boost the economy. In view of this, the country
witnessed many developments in the recent past, some of which are mentioned below.
 As of July 15, 2022, India’s foreign exchange reserves reached US$ 572.71 billion.
 Private equity-venture capital (PE-VC) sector investments stood at US$ 34.1 billion, up 28% YoY, across 711 deals through
January-June 2022.
 India’s merchandise exports stood at US$ 676.2 billion in FY22. In June 2022, India’s merchandise exports stood at US$
37.9 billion, recording the highest ever exports in June 2022.
 PMI Services was at 58.9 in May 2022 compared to 57.9 in April 2022.
 In June 2022, the gross Goods and Services Tax (GST) revenue collection stood at Rs. 1.44 trillion (US$ 18.1 billion).
 According to the Department for Promotion of Industry and Internal Trade (DPIIT), FDI equity inflow in India stood at US$
588.53 billion between April 2000-March 2022.
 In May 2022, the Index of Industrial Production (IIP) stood at 137.7 driven by mining, manufacturing and electricity sectors.
 Consumer Price Index (CPI) inflation stood at 7.01% in June 2022 compared to 7.04% in May 2022.
 In July 2022 (until 21 July 2022), Foreign Portfolio Investment (FPI) outflows stood at Rs. 228,862 crore (US$ 28.65 billion)
 Wheat procurement in Rabi 2021-22 and anticipated paddy purchase in Kharif 2021-22 would include 1208 lakh (120.8
million) metric tonnes of wheat and paddy from 163 lakh (16.7 million) farmers, as well as a direct payment of MSP value
of Rs. 2.37 lakh crore (US$ 31.74 billion) to their accounts.
87
Government Initiatives
Over the years, the Indian government has introduced many initiatives to strengthen the nation's economy. The government has
been effective in developing policies and programmes that are not only beneficial for citizens to improve their financial stability
but also for the overall growth of the economy. Over the recent decade, India's rapid economic growth has led to a substantial
increase in demand for exports. Moreover, many of the government's flagship programmes, including Make in India, Start-up
India, Digital India, the Smart City Mission and the Atal Mission for Rejuvenation and Urban Transformation, are aimed at creating
immense opportunities in India. In this regard, some of the initiatives taken by the government to improve the economic condition
of the country are mentioned below:
 In July 2022, the Union Cabinet chaired by the Prime Minister, Mr. Narendra Modi, approved the signing of the Memorandum
of Understanding (MoU) between India and Maldives. This MoU will provide a platform to tap the benefits of IT for court
digitisation, and can be a potential growth area for IT companies and start-ups in both the countries.
 India and Namibia entered into an MoU on wildlife conservation and sustainable biodiversity utilisation on July 20, 2022,
for establishing the cheetah’s habitat in the historical forest range in India.
 In July 2022, the Reserve Bank of India (RBI) approved international trade settlements in Indian rupees (INR) in order to
promote the growth of global trade with emphasis on exports from India and to support the increasing interest of the global
trading community.
 Mr. Rajnath Singh, Minister of Defence, launched 75 newly-developed artificial intelligence (AI) products and technologies
during the first-ever “AI in Defence” (AIDef) symposium and exhibition, organised by the Ministry of Defence in New Delhi
on July 11, 2022.
 In June 2022:
o Prime Minister Mr. Narendra Modi laid the foundation stone of 1,406 projects worth more than Rs. 80,000 crore
(US$ 10.01 billion) at the ground-breaking ceremony of the UP Investors Summit in Lucknow.
o The projects encompass diverse sectors such as Agriculture and Allied industries, IT and Electronics, MSME,
Manufacturing, Renewable Energy, Pharma, Tourism, Defence & Aerospace and Handloom & Textiles.
 The Indian Institute of Spices Research (IISR) under the Indian Council for Agricultural Research (ICAR) inked an MoU
with Lysterra, LLC, a Russia-based company, for the commercialisation of biocapsule, an encapsulation technology for bio-
fertilisation on June 30, 2022.
 As of April 2022, India signed 13 Free Trade Agreements (FTAs) with its trading partners, including major trade agreements
such as the India-UAE Comprehensive Partnership Agreement (CEPA) and the India-Australia Economic Cooperation and
Trade Agreement (IndAus ECTA).
 The Union Budget of 2022-23 was presented on February 1, 2022, by the Minister for Finance & Corporate Affairs, Ms.
Nirmala Sitharaman. The budget had four priorities PM GatiShakti, Inclusive Development, Productivity Enhancement and
Investment, and Financing of Investments. In the Union Budget 2022-23, effective capital expenditure is expected to increase
by 27% at Rs. 10.68 lakh crore (US$ 142.93 billion) to boost the economy. This will be 4.1% of the total Gross Domestic
Production (GDP).
 Under PM GatiShakti Master Plan, the National Highway Network will develop 25,000 km of new highways network, which
will be worth Rs. 20,000 crore (US$ 2.67 billion). In 2022-23. Increased government expenditure is expected to attract private
investments, with a production-linked incentive scheme providing excellent opportunities. Consistently proactive, graded,
and measured policy support is anticipated to boost the Indian economy.
 In February 2022, Minister for Finance and Corporate Affairs Ms. Nirmala Sitharaman said that productivity linked incentive
(PLI) schemes would be extended to 14 sectors to achieve the mission of AtmaNirbhar Bharat and create 60 lakh jobs with
an additional production capacity of Rs. 30 lakh crore (US$ 401.49 billion) in the next five years.
 In the Union Budget of 2022-23, the government announced funding for the production linked incentive (PLI) scheme for
domestic solar cells and module manufacturing of Rs. 24,000 crore (US$ 3.21 billion).
 In the Union Budget of 2022-23, the government announced a production linked incentive (PLI) scheme for Bulk Drugs
which was an investment of Rs. 2500 crore (US$ 334.60 million).
 In the Union Budget of 2022, Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman announced that a scheme
for design-led manufacturing in 5G would be launched as part of the PLI scheme.
 In September 2021, Union Cabinet approved major reforms in the telecom sector, which are expected to boost employment,
growth, competition, and consumer interests. Key reforms include rationalization of adjusted gross revenue, rationalization
of bank guarantees (BGs), and encouragement of spectrum sharing.
 In the Union Budget of 2022-23, the government has allocated Rs. 44,720 crore (US$ 5.98 billion) to Bharat Sanchar Nigam
Limited (BSNL) for capital investments in the 4G spectrum.
 Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman allocated Rs. 650 crore (US$ 86.69 million) for the Deep
Ocean mission that seeks to explore vast marine living and non-living resources. Department of Space (DoS) has got Rs.
13,700 crore (US$ 1.83 billion) in 2022-23 for several key space missions like Gaganyaan, Chandrayaan-3, and Aditya L-1
(sun).
88
 In May 2021, the government approved the production linked incentive (PLI) scheme for manufacturing advanced chemistry
cell (ACC) batteries at an estimated outlay of Rs. 18,100 crore (US$ 2.44 billion); this move is expected to attract domestic
and foreign investments worth Rs. 45,000 crore (US$ 6.07 billion).
 Minister for Finance & Corporate Affairs Ms Nirmala Sitharaman announced in the Union Budget of 2022-23 that the
Reserve Bank of India (RBI) would issue Digital Rupee using blockchain and other technologies.
 In the Union Budget of 2022-23, Railway got an investment of Rs. 2.38 lakh crore (US$ 31.88 billion) and over 400 new
high-speed trains were announced. The concept of "One Station, One Product" was also introduced.
 To boost competitiveness, Budget 2022-23 has announced reforming the 16-year-old Special Economic Zone (SEZ) act.
 In June 2021, the RBI (Reserve Bank of India) announced that the investment limit for FPI (foreign portfolio investors) in
the State Development Loans (SDLs) and government securities (G-secs) would persist unaffected 2% and 6%, respectively,
in FY22.
 In November 2020, the Government of India announced Rs. 2.65 lakh crore (US$ 36 billion) stimulus package to generate
job opportunities and provide liquidity support to various sectors such as tourism, aviation, construction, and housing. Also,
India's cabinet approved the production-linked incentives (PLI) scheme to provide ~Rs. 2 trillion (US$ 27 billion) over five
years to create jobs and boost production in the country.
 Numerous foreign companies are setting up their facilities in India on account of various Government initiatives like Make
in India and Digital India. Prime Minister of India Mr. Narendra Modi launched the Make in India initiative with an aim to
boost the country's manufacturing sector and increase the purchasing power of an average Indian consumer, which would
further drive demand and spur development, thus benefiting investors. The Government of India, under its Make in India
initiative, is trying to boost the contribution made by the manufacturing sector with an aim to take it to 25% of the GDP from
the current 17%. Besides, the government has also come up with the Digital India initiative, which focuses on three core
components: the creation of digital infrastructure, delivering services digitally, and increasing digital literacy.
 On January 29, 2022, the National Asset Reconstruction Company Ltd (NARCL) will acquire bad loans worth up to Rs.
50,000 crore (US$ 6.69 billion) about 15 accounts by March 31, 2022. India Debt Resolution Co. Ltd (IDRCL) will control
the resolution process. This will clean up India's financial system and help fuel liquidity and boost the Indian economy.
 National Bank for Financing Infrastructure and Development (NaBFID) is a bank that will provide non-recourse
infrastructure financing and is expected to support projects from the first quarter of FY2022-23; it is expected to raise Rs. 4
lakh crore (US$ 53.58 billion) in the next three years.
 By November 1, 2021, India and the United Kingdom hope to begin negotiations on a free trade agreement. The proposed
FTA between these two countries is likely to unlock business opportunities and generate jobs. Both sides have renewed their
commitment to boost trade in a manner that benefits all.
 In August 2021, Prime Minister Mr. Narendra Modi announced an initiative to start a national mission to reach the US$ 400
billion merchandise export target by FY22.
 In August 2021, Prime Minister Mr. Narendra Modi launched a digital payment solution, e-RUPI, a contactless and cashless
instrument for digital payments.
 In April 2021, Dr. Ahmed Abdul Rahman AlBanna, Ambassador of the UAE to India and Founding Patron of IFIICC, stated
that trilateral trade between India, the UAE and Israel is expected to reach US$ 110 billion by 2030.
 India is expected to attract investment of around US$ 100 billion in developing the oil and gas infrastructure during 2019-
23.
 The Government of India is expected to increase public health spending to 2.5% of the GDP by 2025.
Road Ahead
Despite continuing geopolitical concerns, rising interest rates in the US and India and high prices of crude oil and few other
commodities, economic activity in India is holding up better than anticipated. Electricity consumption, manufacturing PMI,
exports, power supply and other high-frequency indicators indicate that the pace of economic activity has fully recovered from the
COVID-19 pandemic shock. Economic growth is anticipated to be fueled by the effective implementation of PLI schemes,
development of renewable energy sources while diversifying import dependence on crude oil and bolstering of the banking sector.
Recent government initiatives to boost revenue will aid in containing the rise in the current account deficit and ensure that any
potential fiscal slippage is adequately contained. Overall, the first ten days of July and June were better than the first two months
of FY 2022–23, which is a cause for comfort and even cautious optimism in these testing times. According to a Boston Consulting
Group (BCG) analysis, India is expected to be the third-largest consumer economy as its consumption may quadruple to US$ 4
trillion by 2025 due to changes in consumer behaviour and spending patterns. By 2040, India is anticipated to overtake the US to
become the second-largest economy in terms of purchasing power parity (PPP), according to a report by PricewaterhouseCoopers.
(Source - https://www.ibef.org/economy/indian-economy-overview)
89
Chemical Industry in India
Introduction
Covering more than 80,000 commercial products, India’s chemical industry is extremely diversified and can be broadly classified
into bulk chemicals, specialty chemicals, agrochemicals, petrochemicals, polymers and fertilizers.
Globally, India is the fourth-largest producer of agrochemicals after the United States, Japan and China. India accounts for ~16%
of the world production of dyestuffs and dye intermediates. Indian colorants industry has emerged as a key player with a global
market share of ~15%. The country’s chemicals industry is de-licensed, except for few hazardous chemicals. India holds a strong
position in exports and imports of chemicals at a global level and ranks 14th in exports and 8th in imports at global level (excluding
pharmaceuticals).
The domestic chemicals sector's small and medium enterprises are expected to showcase 18-23% revenue growth in FY22, owing
to an improvement in domestic demand and higher realisation due to high prices of chemicals.
India’s proximity to the Middle East, the world’s source of petrochemicals feedstock, enables it to benefit on economies of scale.
Market Size
The Indian chemicals industry stood at US$ 178 billion in 2019 and is expected to reach US$ 304 billion by 2025 registering a
CAGR of 9.3%. The demand for chemicals is expected to expand by 9% per annum by 2025. The chemical industry is expected
to contribute US$ 300 billion to India’s GDP by 2025.
An investment of Rs. 8 lakh crore (US$ 107.38 billion) is estimated in the Indian chemicals and petrochemicals sector by 2025.
The specialty chemicals constitute 22% of the total chemicals and petrochemicals market in India. The demand for specialty
chemicals is expected to rise at a 12% CAGR in 2019-22.
Indian manufacturers have recorded a CAGR of 11% in revenue between FY15 and FY21, increasing India’s share in the global
specialty chemicals market to 4% from 3%, according to the Crisil report. A revival in domestic demand and robust exports will
spur a 50% YoY increase in the CAPEX of specialty chemicals manufacturers in FY22 to Rs. 6,000-6,200 crore (US$ 815-842
million). Revenue growth is likely to be 19-20% YoY in FY22, up from 9-10% in FY21, driven by recovery in domestic demand
and higher realisations owing to rising crude oil prices and better exports.
Investments and Recent Developments
A few recent developments/investments in the Indian chemical sector are as follows:
 From April 2021-March 2022, exports of organic & inorganic chemicals increased 38.67% YoY to reach US$ 24,313.88
million.
 In April 2022, chemical production reached 918,629 MT and petrochemical production reached 1,564,215 MT. The
production level of chemicals was as follows Soda Ash: 263,867 MT, Caustic, Soda: 282,716 MT, Liquid Chlorine: 205,786
MT, Formaldehyde: 23,233 MT and Pesticides and Insecticides: 22,668 MT.
 In July 2022, NTPC Renewable Energy Limited (NTPC REL) and Gujarat Alkalies and Chemicals Limited (GACL) signed
an MoU to participate in the establishment of India's first commercial-scale Green Ammonia and Green Methanol plants.
 In November 2021, Indian Oil Corporation (IOCL) announced plans to invest Rs. 3,681 crore (US$ 495.22 million) to set up
India’s first mega-scale maleic anhydride unit for manufacturing high-value specialty chemicals at its Panipat Refinery in
Haryana.
 In November 2021, Praj Industries Limited and Indian Oil Corporation inked a memorandum of understanding (MoU) to
explore opportunities in the production of alcohol-to-jet (ATJ) fuels, 1G & 2G ethanol, compressed bio-gas (CBG) and related
opportunities in the biofuels industry.
 In November 2021, Coromandel International announced plans to set up 1,650-metric-tonnes-per-day sulphuric acid plant at
its fertiliser complex in Visakhapatnam with an investment of Rs. 400 crore (US$ 53.69 million).
 On September 30, 2021, Prime Minister, Mr. Narendra Modi, inaugurated the CIPET: Institute of Petrochemicals
Technology, Jaipur.
 In October 2021, Nayara Energy announced that it expects 15-20 new integrated petrochemical plants to become operational
within the next decade in the country, to meet the rising demand for raw materials used in the plastics and clothing industries.
 In October 2021, Rosneft, Russia, launched a large-scale petrochemical production development programme in India with
investments worth ~US$ 750 million at the current implemented stage.
90
 In September 2021, Bharat Petroleum Corporation (BPCL), announced plans to invest US$ 4.05 billion, to improve
petrochemical capacity and refining efficiencies over the next five years.
 The government is planning to hold roadshows in eight overseas markets for the proposed investors’ summit planned in
January 2022, with focus on the petrochemicals sector, and is eager to attract investors to its newly launched Petroleum,
Chemicals and Petrochemicals Investment Region (PCPIR) near the upcoming crude oil refinery in Pachpadra village (in
Barmer district, Rajasthan).
 In September 2021, Dorf Ketal Chemicals India Pvt. Ltd., a company headquartered in Mumbai, India; and TriBonds
Chemical Co., based in Dammam, the Kingdom of Saudi Arabia, have announced a joint venture (JV) to manufacture water
specialty chemicals for applications in the Middle East refining and petrochemical industry. The JV will focus on meeting
the energy and water management and processing needs of refineries, petrochemicals, fuel additives, plastics, lubricants, oil
field chemicals, catalysts and adsorbents.
 In June 2021, the Rubber Skill Development Council (RSDC) announced that it is expanding its vertical to cover the
chemicals and petrochemicals sectors and will be now known by the name Rubber, Chemical, Petrochemical Skill
Development Council (RCPSDC). The council will implement skill training programmes in chemicals and petrochemicals
verticals for the youth across country.
 In January 2020, Ultramarine & pigments have successfully commissioned the Sulphonation plant setup in Nellore, Andhra
Pradesh, to manufacture surfactants and specialty chemicals.
 In December 2020, Bhoramdev Cooperative Sugar Factory Kawardha and Chhattisgarh Distillery’s subsidiary NKJ Biofuel
signed a memorandum of understanding (MoU) for the country's first ethanol plant to be set up in the state under the public-
private partnership (PPP) model.
 In November 2020, Indian companies are witnessing interest from strategic investors led by Japan, Korea and Thailand, as
they seek to diversify supply chains from China. This includes large deals in FY 2020—KKR’s $414 million acquisition of
JB Chemicals and Pharmaceuticals Ltd. and Carlyle’s $210 million acquisition of SeQuent Scientific Ltd.
 On November 06, 2020, HIL (Hindustan Insecticides Limited) signed a memorandum of understanding with the Department
of Chemicals & Petro Chemicals to achieve revenue target of Rs. 451 crore (US$ 60.86 million).
 On November 04, 2020, Pidilite Industries acquired Huntsman Group's Indian subsidiary for Rs. 2,100 crore (US$ 283.38
million) to strengthen adhesives and sealants portfolio that will complement the company's retail portfolio.
 In October 2020, Grasim Industries signed a definitive agreement with Lubrizol Advanced Materials (specialty chemical
company) to manufacture and supply chlorinated polyvinyl chloride (CPVC) resin in Gujarat. The initial production is
expected to begin in end-2022.
Government Initiatives
The government has started various initiatives such as mandating BIS-like certification for imported chemicals to prevent dumping
of cheap and substandard chemicals into the country.
The Indian government recognises chemical industry as a key growth element and forecast to increase share of the chemical sector
to ~25% of the GDP in the manufacturing sector by 2025.
 Under the Union Budget 2021-22, the government allocated Rs. 233.14 crore (US$ 32.2 million) to the Department of
Chemicals and Petrochemicals.
 The Government of India is considering launching a production linked incentive (PLI) scheme in the chemical sector to
boost domestic manufacturing and exports.
 A 2034 vision for the chemicals and petrochemicals sector has been set up by the government to explore opportunities to
improve domestic production, reduce imports and attract investments in the sector. The government plans to implement
production-link incentive system with 10-20% output incentives for the agrochemical sector; to create an end-to-end
manufacturing ecosystem through the growth of clusters.
 In October 2020, the government urged players in the agrochemicals industry to come out with new molecules of global
standards for the farmers' benefit, while CropLife India, the industry body, pitched for stable policies and regulatory
regimes to boost growth in the sector.
 100% FDI is allowed under the automatic route in the chemicals sector with few exceptions that include hazardous
chemicals. Total FDI inflow in the chemicals (other than fertilisers) sector reached US$ 18.69 billion between April 2000
and June 2021.
 The government has proposed several incentives for setting up a sourcing or manufacturing platform within an Indian
SEZ:
o Effective April 1, 2020, 100% Income Tax exemption on export income for SEZ units for the first five years,
50% for the next five years thereafter and 50% of the ploughed back export profit for next five years.
o Single window clearance for central and state-level approvals.
o Duty free import/domestic procurement of goods for development, operation and maintenance of SEZ units.
91
 In December 2020, the PCPIR policy is being completely redesigned. Under the new PCPIR Policy 2020-35, a combined
investment of Rs. 10 lakh crore (US$ 142 billion) is targeted by 2025, Rs. 15 lakh crore (US$ 213 billion) by 2030 and
Rs. 20 lakh crore (US$ 284 billion) by 2035 in all PCPIRs across the country. The four PCPIRs are expected to generate
employment for ~33.83 lakh people. ~3.50 lakh persons have been employed in direct and indirect activities related to
PCPIRs by the end of 2020.
Road Ahead
Despite the current pandemic situation, the Indian chemical industry has numerous opportunities considering the supply chain
disruption in China and trade conflict among the US, Europe and China. Anti-pollution measures in China will also create
opportunities for the Indian chemical industry in specific segments.
Additional support, in terms of fiscal incentives, such as tax breaks and special incentives through PCPIRs or SEZs to encourage
downstream units will enhance production and development of the industry. The dedicated integrated manufacturing hubs under
Petroleum, Chemicals and Petrochemicals Investment Regions (PCPIR) policy to attract an investment of Rs. 20 lakh crore (US$
276.46 billion) by 2035.
To bring about structural changes in the working of domestic chemical industry, future investments should not only focus on
transportation of fuels such as petrol and diesel, but also on crude-to-chemicals complexes or refineries set up to cater to the
production of chemicals.
(Source - https://www.ibef.org/industry/chemical-industry-india.aspx)
Agrochemicals Industry
India is a net exporter of agrochemicals and the thirteenth-largest exporter of pesticides and disinfectants. The country’s exports
have increased on the account of low-cost manufacturing, availability of technically trained manpower, seasonal domestic demand,
overcapacity, competitive pricing and strong presence in generic pesticide manufacturing.
Rise in demand in the agricultural segment is driving growth of agrochemicals in India. In October 2020, the government urged
players in the agrochemicals industry to come out with new molecules of global standards for the farmers' benefit, while CropLife
India, the industry body, pitched for stable policies and regulatory regimes to boost growth in the sector. In December 2020, India
witnessed unrealized potential for growth in agrochemicals and is focusing on development of new products and judicious use of
pesticides.
Introduction to pesticides industry in India
Types of pesticides and their application
The Indian agrochemicals industry can be primarily divided into the following types: a. Insecticides b. Fungicides c. Herbicides.
a. Insecticides: Insecticides enable protection of the crops from insects by either preventing their attack or destroying them.
They help in controlling the pest population below a desired threshold level. They can be further classified based on their
mode of action:
 Contact insecticides: Insects gets killed on direct contact of these insecticides and they leave marginal residual
activity which affects environment minimally.
 Systemic insecticides: Plant tissues absorbs these insecticides and destroys insects when the insects feed on plants.
These are generally related with long term residual activity.
b. Fungicides: Fungicides find their application in fruits, vegetables and rice and they are vital to contract post-harvest losses
in vegetables and fruits. Fungicides are used to prevent fungi attack on crops and to handle diseases on crops. Protectants and
eradicants are two types of fungicides. Protectants protects or hinders fungal growth and eradicants destroys the diseases on
usage. This thus results in better productivity, contraction in crop blemishes and raises storage life.
c. Herbicides: Herbicides also known as weedicides are used to destroy unwanted plants. Unavailability of cheap labour leads
to major usage of herbicides in rice and wheat crops. The demand for herbicides is seasonal as they develop in damp, warm
climate and perishes in cold spells. They are of two types depending on the way of action, selective and non-selective.
Selective herbicides destroy specific plants not harming the desired crop and non-selective herbicides are used for widespread
ground clearance to handle weeds pre-crop planting.
Based on the usage, there are three types of herbicides. 1. Application prior to sowing of the crop (pre-emergence) 2.
Application post developing of weeds (post-emergence) 3. Application right away subsequent to sowing (early post-
emergence).
d. Bio-pesticides: These are the new age agrochemicals produced from substances of nature like plants, animal waste, bacteria
92
and minerals. Bio-pesticides have a small share in agrochemicals market in India which is expected to grow backed by
government support and increase in awareness about pesticides that are eco- friendly. These pesticides are easy to use and are
environment friendly.
e. Others: This primarily comprises fumigants, bio stimulants, nematicides, rodenticides. They prevent cops from attack of the
pests at the time of crop storage.
Overview of pesticide value chain
The value chain of pesticide industry involves five stages as shown in the chart below. The chain starts with feedstock moves to
technical grades, formulations, distributors and concludes at end users.
The feedstock consists of petrochemical derivatives, natural feedstock and chemicals that goes in the making of technical grades.
Once the technical grade or active ingredient is synthesized, the process moves to formulations. Chemical synthesis is the method
of transforming a reactant or starting material into a product or several products by one or more chemical reactions. The active
ingredient controls pests and gives controlling action to the pesticides. This ingredient repels, destroys or alleviates pests. It is also
known as pesticide’s technical grade. The active ingredient is the technical grade of the pure pesticide.
Pesticide value chain
Technical Formulati Distribut

Feedstock End users
grades ons ors
Pesticides are generally not applied in their pure form. It is usually formulated by adding inert ingredients that improve storage,
handling, application, effectiveness or safety. The inert ingredients, which involves solvents, adjuvants and fillers aids handling,
application, storage, effectiveness or safety of the pesticides. This is the formulation process of pesticides.
While the active ingredient destroys the pest, the inert ingredient facilitates ease of handling, spraying and coating on plants.
Following this, formulations are available to distributors who sells it to the end users like farmers.
Central Insecticides Board - established Under Section 4 of the Insecticides Act, 1968
Objectives
a. The Central Insecticides Board advises the Central Government and State Governments on technical matters arising out of the
administration of this Act and to carry out the other functions assigned to the Board by or under this Act.
b. The matters on which the Board may advise includes :
 the risk to human being or animals involved in the use of insecticides and the safety measures necessary to prevent such
risk;
 the manufacture, sale, storage, transport and distribution of insecticides with a view to ensure safety to human beings or
animals.
Functions
a. Advise the Central Government on the manufacture of insecticides under the Industries (Development and Regulation) Act,
1951 (65 of 1951).
b. Specify the uses of the classification of insecticides on the basis of their toxicity as well as their being suitable for aerial
application.
c. Advise tolerance limits for insecticides residues and establishment of minimum intervals between the application of
insecticides and harvest in respect of various commodities.
d. Specify the shelf-life of insecticides.
e. Suggest colourisation, including colouring matter which may be mixed with concentrates of insecticides, particularly those
of highly toxic nature.
f. Carry out such other functions as are supplemental, incidental or consequential to any of the functions conferred by the Act
or the Rules.
By laws have been framed for Central Insecticides Board. The by laws require Central Insecticides Board to meet atleast once in
6 months.
93
Registration Committee - established under Section 5 of the Insecticides Act, 1968
Objectives
a. To register insecticide after scrutinizing their formulae and verifying claims made by the importer or the manufacturer, as
the case may be, as regards their efficacy and safety to human being and animals; and
b. To perform such other functions as are assigned to it by or under this Act.
Functions
The Registration Committee shall, in addition to the functions assigned to it by the Act , perform the following functions,
namely
a. Specify the precautions to be taken against poisoning through the use or handling of insecticides
b. Carry out such other incidental or consequential matters necessary for carrying out the functions assigned to it under the Act
or these rules.
Registration Committee meets normally once in a month to transact its business. It meets fortnightly exclusively for registration
for export, if required.
94
BUSINESS OVERVIEW
Some of the information contained in the following discussion, including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read the section “Forward-Looking
Statements” for a discussion of the risks and uncertainties related to those statements and also the section “Risk Factors” for a
discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may
differ materially from those expressed in or implied by these forward-looking statements. Our fiscal year ends on March 31 of
each year, so all references to a particular fiscal are to the Twelve-month period ended March 31 of that year.
In this section, a reference to the “Company” or “we”, “us” or “our” means Aristo Bio-Tech and Lifescience Limited. All
financial information included herein is based on our “Financial information of our company” included on page 146 of this
Prospectus.
Overview
Our Company is an agrochemical company engaged in the manufacturing, formulation, supplying, packaging and job work
services in various Pesticides such as Insecticides, Herbicides, Fungicides, Plant Growth Regulators and a wide variety of other
Agrochemicals for India as well as for Export. Agrochemical industries are very vast field and deals with production and
distribution of pesticides and fertilizers to increase the crop yields. Agrochemicals (Crop protection products/pesticides) are
designed to protect crops from insects, diseases and weeds. Currently our company has 182 products registered with CIB&RC for
manufacturing and sales.
Our Company supplies its products across 20 states i.e. Assam, Andhra Pradesh, Bihar, Chhattisgarh, Gujarat, Haryana, Jammu &
Kashmir, Jharkhand, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Odisha, Punjab, Rajasthan, Tamil Nadu, Telangana,
Uttarakhand, Uttar Pradesh, West Bengal and 15 Countries i.e. Armenia, Australia, Bangladesh, Belgium, Cambodia, Germany,
Italy, Kenya, Moldova, New Zealand, Poland, South Africa, UAE, Ukraine and Vietnam.
Our Company manufacturing agrochemicals such as Insecticides, Herbicides, Fungicides and Plant Growth Regulators which are
directly sold to our customers and is also engaged in Job work as per customer requirements.
Our Registered Office and our state of the art Agrochemical and Pesticide Formulation & Packaging Unit of the company is
situated at E-24, 25, 26, G.I.D.C Estate, Manjusar, Taluka Savli, Vadodara, Gujarat - 391775, India having latest Quality Control,
Manufacturing and Packaging Machinery and Equipments.
Our Company is an ISO 9001: 2015 certified company for Quality Management System which confirms to the requirements of
the quality standard for manufacturing of agrochemicals and pesticides and SMERA SME 3 for good credit worthiness.
Our diversified product portfolio can be classified as Herbicides/Weedicides, Fungicides, Plant Growth Regulator and Insecticides.
Agrochemicals are an important agricultural support and boosts to it, while preventing, reducing and eliminating the impact of
disease to increase food output and safety. Our company has risen out the diversified portfolio of agrochemical product segment.
Instituted with a vision to cater to growing needs of the agriculture market and provide high quality products, it now bags a wide
range of agrochemicals products in its product portfolio like herbicides, insecticides, fungicides, plant growth regulators &
fertilizers in various forms – liquid, dust, powder and granules. The Company has expanded its operations beyond the borders of
its state of inception to Punjab and Uttar Pradesh.
Besides manufacturing our own products, our company also provide Contract manufacturing, Job work and Toll manufacturing
services for Crop Protection companies.
Our company has adequate production and quality control system. All formulations are strictly tested with the latest available
guidelines and testing methods by our in-house Quality Control Lab personnel. High Performance Liquid Chromatography
(HPLC), Ultraviolet Spectrography (UV) and Gas Chromatography (GC) are used to ensure top quality Raw materials and
formulation testing and release. Strict testing for all Packing materials like Tin, HDPE bottles, Coextruded bottles, Fluorinated
HDPE bottles, Pet bottles, Labels, Mono cartons, Corrugated boxes, Laminated pouches is also done as per the Food and
95
Agriculture Organization of the United Nations (FAO) and Bureau of Indian Standards (BIS) guidelines and testing methods. All
Finished goods are re-tested and counter samples are stored separately in sample storage rooms.
Our Promoter Mr. Narendra Singh Barhat who has been instrumental in the growth of our business and actively advise us on
finance, corporate strategy and planning. We have a strong management team with significant industry experience. Our Chairman
and Managing Director, Mr. Narendra Singh Barhat has 45 years of experience in pesticides marketing & manufacturing thus vast
experience of the Promoter has been instrumental in determining the vision and growth strategies for our Company. We further
believe that our market position has been achieved by adherence to the vision of our Promoters and senior management team and
their experience of over a decade in the industry in which our Company operates.
OUR STRENGTHS
Experienced management and a well-trained employee base
Our management and employee team combines expertise and experience to outline plans for the future development of the
Company. Mr. Narendra Singh Barhat, our Promoter and Managing Director and Mr. Ketankumar Harkantbhai Joshi, Promoter
and Whole-time Director have significant industry experience and has been instrumental in the consistent growth of our company.
The promoters are supported by an experienced team who knows in and out of the Company’s business. We believe that the
knowledge and experience of our promoter and management enables us to identify new opportunities, rapidly respond to market
conditions, adapt to changes in the business landscape and competitive environment and enhances the growth in the business. For
further details regarding the educational qualifications and experience of our Board of Directors and our Key Managerial Personnel
please refer to the chapter titled “Our Management” beginning on page 127 of this Prospectus.
Existing client relationship
We believe in constantly addressing the customer needs for variety of our products. Our existing client relationships help us to get
repeated business from our customers. This has helped us maintain a long-term working relationship with our customers and
improve our customer retention strategy. We have a strong existing client relationship which generates multiple repeated orders.
We believe that our existing relationship with our clients represents a competitive advantage in achieving stable growth, gaining
new clients and increasing our business.
Quality Assurance and Standards
Our Company believes in maintaining the highest quality for our product offerings. We are dedicated towards quality of our
products. We adhere to quality standards as prescribed by our customers. We generate repetitive orders from our buyers, as we are
capable of meeting their quality standards, which enables us to maintain and enhance our brand image in the market. Further our
Company is an ISO 9001: 2015 certified company for Quality Management System which confirms to the requirements of the
quality standard for manufacturing of agrochemicals and pesticides and SMERA SME 3 for good credit worthiness.
Innovative Ideas
Our Company is focusing on expanding our existing range of products in line with this vision, our strategy is to add new products
to the existing product range and come out with new business ideas.
Scalable Business Model
Our business model is order driven, and comprises of optimum utilization of our existing resources. We believe that this business
model has proved successful and scalable for us in the last few financial years. We have adequate capacity to scale upward and
we also undertake aggressive marketing of our products along with maintaining superior quality.
Cost effective production and timely fulfillment of orders
Timely fulfillment of the orders is a prerequisite in our industry. Our Company has taken various steps in order to ensure adherence
to timely fulfillment and also to achieve greater cost efficiency. Our Company constantly endeavors to implement an efficient
procurement policy for inputs required for production so as to ensure cost efficiency in procurement which in turn results in cost
effective production.
96
OUR STRATEGIES
Expand our Current Business Relationships
Our goal is to build long-term sustainable business relationships with our customers to generate increasing revenues. We plan to
continue to expand the scope and range of products provided to our existing customers by continuing to build our expertise and
extending our capabilities. Leveraging our market skills and relationships is a continuous process in our organization and the skills
that we impart in our people give importance to customers. We aim to do this by leveraging our marketing skills and relationships
and further enhancing customers base. Our ability to maintain and improve the products we offer to customers enables us to
generate stable revenue and minimize customer complaints. We now focus on guiding the overall experience of our customer
which is intended to upgrade the experience of customer to one of much greater engagement and satisfaction.
Improving operational efficiencies
Our Company intends to improve efficiencies to achieve cost reductions so that they can be competitive. We believe that this can
be done through domestic presence and economies of scale. Increasing our penetration in existing regions with new range of
products, will enable us to penetrate into new catchment areas within these regions and optimize our infrastructure. As a result of
these measures, our company will be able to increase its market share and profitability.
Optimal Utilization of Resources
Our Company constantly endeavors to optimize the utilization of resources. We have invested significant resources, and intend to
further invest in our activities to develop customized systems and processes to ensure effective management control. We regularly
analyze our existing policies to be carried out for providing our products which enables us to identify the areas of bottlenecks and
correct the same. This helps us in improving efficiency and putting resources to optimal use. We also intend to continue to build
on our inclusive culture to ensure our employees remain engaged and committed to delivering exceptional service.
Enhancing existing production and product quality
We believe quality service and products of global standards will be of utmost importance for customer retention and repeat-order
flow. We intend to have close interaction with our customers in a bid to strengthen our relationships with them. We train our
employees to consistently design and deliver client focused solutions. We believe that our quality products have earned us a
goodwill from our customers, which has resulted in repeat services orders from many of them.
To Build-Up a Professional Organization
We believe in transparency, commitment and coordination in our work, with our suppliers, customers, government authorities,
banks etc. We have a blend of the experience and the sufficient staff for taking care of our day-to-day operations. We also consult
with external agencies on a case-to-case basis on technical and financial aspects of our business. We wish to make it sounder and
stronger in times to come
OUR PRODUCT RANGE
Insecticides
Plant Growth
Regulators Agrochemical Herbicides
Fungicides
97
Insecticides: These are chemicals used against insects. They include ovicides and larvicides used against the eggs and larvae of
insects, respectively. Insecticides are used in agriculture, medicine, industry, and general home use. The use of insecticides is
believed to be one of the major factors behind the increase in agricultural productivity in the 20th century.
Products Specifications
 Acetamiprid 20% SP is a soluble powder formulation
containing 20% of the active ingredient Acetamiprid.
Acetamiprid 20% SP is a highly effective systemic insecticide
for the control of aphids, jasssids and whiteflies in cotton,
chilies, cabbage and okra crops and brown plant hopper in rice
Acetamiprid 20% SP crop.
 We manufacture and supply best quality Acetamiprid 20% SP
(Soluble Powder) and Indoxacarb 14.5% + Acetamiprid 7.7%
SC (Soluble Concentrate) crop protection insecticide product
in India.
 We supply Acetamiprid Technical 97% min. in India as well
for Export.
 We also provide formulation and packaging of Acetamiprid
200 SP g/kg for Export to various countries around the world.
 Packaging: Laminated Aluminium Pouch, Labeling, Leaflets,
Mono-cartons, Corrugated box (UN approved packaging)
 Pack Sizes: 500 Grams, 250 Gms, 100 Gm, 50 Gm (or as per
requirement); Per box quantity: 10 Kg.
 It is used for Adult Mosquitoes, Cockroach at Domestic,
Household premises, buildings, hospitals.
 We supply Alpha Cypermethrin Technical in India as well for
Export.
Alphacypermethrin 10  We also provide formulation and packaging of
EC Alphacypermethrin 50, 100, 250 g/L w/v EC / SC / WP for
Export to various countries around the world.
 Packaging: PET / HDPE / Coex bottles, Labeling, Shrink,
Leaflets, Corrugated box (UN approved packaging)
 Pack Sizes: 1 Liter, 500 ML (or as per requirement); Per box
quantity: 10 Liters
 It is used to control sucking pests of rice.
 We supply Alpha Cypermethrin Technical in India as well for
Export.
 We also provide supply and packaging of Buprofezin 250, 400,
Buprofezin 25 SC 440 g/L SC / WP for Export to various countries around the
world.
 Packaging: HDPE / Coex bottles, Labeling, Shrink, Leaflets,
Corrugated box (UN approved packaging)
quantity: 10 Liters
 It is used to control hispa, leaf roller, gall midge, stem borer of
paddy, aphid and pod borer of beans, bollworms, whitefly &
cut worm of cotton and termite in building, forestry, wheat,
gram, barley. Sugarcane crops etc.
 Chlorpyrifos 50 % + Cypermethrin 5 % EC & Chlorpyriphos
16% + Alphacypermethrin 1% EC is also supplied.
 We supply Chlorpyriphos Technical 94% & 98% min. in India
Chlorpyriphos 20 EC
as well for Export.
 We also provide formulation and packaging of
o Chlorpyrifos 200 g/l EC
o Chlorpyrifos 500 g/L w/v EC for Export to various countries
around the world.
98
 Packaging: Tin / PET / Aluminium / Coex bottles, Labeling,
Shrink, Leaflets, Corrugated box (UN approved packaging)
quantity: 10 Liters
 It is recommended to control Aphid, jassid, thrips, white fly,

American bollworm, pink bollworm, spodotera litura of cotton.
Chlorpyrifos 50% +  Packaging: Coex / Pet / Aluminium bottles, Labeling, Shrink,
Cypermethrin 5% EC Leaflets, Corrugated box (UN approved packaging)
(Emulsifiable  Pack Sizes: 1 Liter, 500 ML, 5 Liter (or as per requirement);
Concentrate) Per box quantity: 10 Liters
 Cypermethrin is a synthetic pyrethroid insecticide used to kill

insects on cotton and lettuce, and to kill cockroaches, fleas, and
termites in houses and other buildings.
 We supply Cypermethrin Technical in India as well for Export.
o Cypermethrin 50 g/l EC
Cypermethrin 25 EC o Cypermethrin 40% EC (400 g/L w/v) for Export to various
countries around the world.
 Packaging: Coex / Tin / PET / Aluminium bottles, Labeling,
 Pack Sizes: 1 Liter, 500 ML, 5 Liter (or as per requirement);
Per box quantity: 10 Liters
 It is recommended for the control of bollworms in cotton and
shoot and fruit borer in okra.
 We also provide formulation and packaging of Emamectin
Benzoate 50 g/kg SG and 19 g/l w/v EC SC for Export to
Emamectin Benzoate
various countries around the world.
 Packaging: Pouch, HDPE / Coex bottles, Labeling, Shrink,
 Pack Sizes: 1 Kg or Liter, 500 Grams or ML (or as per
requirement); Per box quantity: 10 Kg or Liters
 It is used to control insects like stem borer, brown plant hopper

and whorl maggot etc. on rice, Diamond back moth in cabbage
and thrips, aphid, fruit borer of chilli & shoot borer of
sugarcane crops.
 We supply Fipronil Technical 95% & 97% min. in India as well
for Export.
 We also provide supply and packaging of
Fipronil 5 SC
o Fipronil 50 g/l SC
o Fipronil 3 G
o Fipronil 800 WG
o Fipronil 25 EC for Export to various countries around the
world.
 Packaging: HDPE bottles, Labeling, Shrink, Leaflets,
quantity: 10 Liters
99
 Imidacloprid is a systemic insecticide used as a spray for the
control of sucking and other insects - Thrips, Aphids, Jassids,
Brown plant hopper, White backed plant hopper etc in different
crops like Cotton, Paddy, Sugarcane, Mango, Groundnut,
Grapes, Chillies, Tomato etc.
Imidacloprid 17.8%  We manufacture and supply best quality Imidacloprid 17.8%
SL 30.5% SC 70% SL (200 g/l) (Soluble Concentrate Liquid) and Imidacloprid
WG 48% FS 30.5% SC (350 g/l) (Suspension Concentrate) in India and for
export.
 We also supply Imidacloprid 70% WG and Imidacloprid 48%
w/w FS (600 g/l) in India as well as for Export to various
 Packaging: HDPE / Coex bottles, Labeling, Shrink, Leaflets,
 Pack Sizes: 1 Liter, 500 ml (or as per requirement); Per box
quantity: 10 Kg or Liters.
 It is a Broad-Spectrum Contact and stomach insecticide use for
the control of bollworms in Cotton Crops.
 Indoxacarb 14.5 + Acetamiprid 7.7 SC is also supplied.
 We supply Indoxacarb Technical in India as well for Export.
Indoxacarb 14.5 SC  We also provide supply and packaging of Indoxacarb 15% SC
and 15.8% EC (150 g/L w/v) for Export to various countries
around the world.
 Packaging: Aluminium / Coex bottles, Labeling, Shrink,
 Pack Sizes: 1 Liter, 500 ML, 250 ML (or as per requirement);
Per box quantity: 10 Liters
 It is used to control of pest like bollworms jassids, thrips on
cotton.
 We supply Lambda Cyhalothrin Technical in India as well for
Export.
o Lambdacyhalothrin 25 g/l EC
Lambda 5 EC o Lambda cyhalothrin 50 g/l EC CS
o Lambda-cyhalothrin 100 g/L w/v EC CS
o Lambda-cyhalothrin 100 g/kg WP for Export to various
 Packaging: PET / Aluminium / Coex bottles / Pouch, Labeling,
 Pack Sizes: 1 Liter or Kg, 500 ml / Grams, 5 Liter (or as per
requirement); Per box quantity: 10 Liters/ Kg;
 Thiamethoxam is a broad spectrum systemic insecticide having
quick stomach and contact action and is recommended for its
use to control Stem borer, Gall midge, Leaf folder, Brown
plant-hopper (BHP), White backed plant-hopper (WBPH),
Green leaf hopper (GLH) , Thrips in Rice; Jassids, Aphids and
White flies in Cotton; Hoppers in Mango; Aphids in Wheat and
Thiamethoxam 25 % Mustard; Whiteflies in Tomato; White flies, Jassids in Brinjal;
WG, 75 % SG & 30 % Mosquito bug in Tea, Aphids in Potato, Psylla in Citrus.
FS
 We manufacture and supply best quality Thiamethoxam 25%
WG & 75% SG (Soluble Granules) and Thiamethoxam 30%
FS (Suspension Concentrate for seed treatment) in India and
for export.
 We also supply Thiamethoxam 141 g/l (12.6% w/w) +
Lambda-cyhalothrin 106 (9.5% w/w) g/l SC ZC in India as well
as Export to various countries around the world.
 Packaging: Pouch / HDPE / Coex bottles, Labeling, Shrink,
100
 Pack Sizes: 1 Kg or Liter, 500 Grams or ML (or as per
requirement); Per box quantity: 10 Kg or Liters
Herbicides: These are also commonly known as weed killers, are herbicides used to kill unwanted plants and control weeds.
Selective herbicides kill specific targets, while leaving the desired crop relatively unharmed. Some of these acts by interfering with
the growth of the weed and are often synthetic mimics of natural plant hormones. Herbicides used to clear waste ground, industrial
sites, railways and railway embankments are not selective and kill all plant material with which they come into contact. Smaller
quantities are used in forestry, pasture systems, and management of areas set aside as wildlife habitat.
 It is used to control grassess, sedges, broad leaved weeds like
Echinochloa spp. Cyperus difformis, Fimbristylis, Pannicum
repens etc. in transplanted rice.
 We supply Pretilachlor Technical in India as well for Export.
 We also provide formulation, supply and packaging of
Pretilachlor 50 EC Pretilachlor 500 EC g/L w/v for Export to various countries
around the world.
 Packaging: PET / HDPE plastic bottles, Labeling, Shrink,
 Pack Sizes: 1 Liter, 500 ML, 5 Liter (or as per requirement); Per
box quantity: 10 Liters
 We supply Glyphosate Technical 95% min. in India as well for

Export.
Glyphosate 360, 480 g/L w/v SL for Export to various countries
Glyphosate 71 SG around the world.
 Packaging: HDPE / Coex plastic bottles / Laminated Aluminum
Pouch, Labeling, Shrink, Leaflets, Mono cartons, Corrugated
box (UN approved packaging).
 Pack Sizes: 1 Liter / Kg, 500 ML / Grams, 100 Gms, 5 Liter (or
as per requirement); Per box quantity: 10 Liters / Kgs
 We supply Glyphosate Technical 95% min. in India as well for
Export.
Glyphosate 360, 480 g/L w/v SL for Export to various countries
Glyphosate 41 SL around the world.
 Packaging: HDPE / Coex plastic bottles / Laminated Aluminum
Pouch, Labeling, Shrink, Leaflets, Mono cartons, Corrugated
box (UN approved packaging).
 Pack Sizes: 1 Liter / Kg, 500 ML / Grams, 100 Gms, 5 Liter (or
as per requirement); Per box quantity: 10 Liters / Kgs
 It is recommended for use to control grass weeds (Phalaris
minor) in wheat.
 We supply Clodinafop and Metsulfuron Technical in India as
well for Export.
Clodino 15 WP  We also provide supply and packaging of Clodinafop 150WP for
 Packaging: Laminated Aluminium Pouch, Labeling, Leaflets,
 Pack Sizes :20 Gm unit x8 nos=160 Grams Pouch Unit; Per box
quantity:4Kg
Fungicides: These are biocidal chemical compounds or biological organisms used to kill or inhibit fungi or fungal spores. Fungi
can cause serious damage in agriculture, resulting in critical losses of yield, quality and profit. Fungicides are used both in
agriculture and to fight fungal infections in animals. Chemicals used to control oomycetes, which are not fungi, are also referred
to as fungicides as oomycetes use the same mechanisms as fungi to infect plants.
101
 It is used for the control of diseases such as karnal bunt, rusts of
wheat, leaf spot, sheath blight of rice and rust of Soyabean.
 We supply Propiconazole Technical in India as well for Export.
 We also provide formulation and packaging of Propiconazole
250, 41.8 (418) EC / SC g/L w/v for Export to various countries
Propi 25 EC around the world.
 Packaging: HDPE / Coex plastic bottles, Labeling, Shrink,
Leaflets, Corrugated box (UN approved packaging).
box quantity: 10 Liters.
 Mixture of systemic fungicide Metalaxyl and contact fungicide

Mancozeb ensures a double protection to the target plants during
the period of active growth from the inside due to systemic
activity of metalaxyl and from the outside due to contact activity
of mancozeb.
 We manufacture and supply best quality Metalaxyl 8% +
Mancozeb 64% Wettable Powder (WP) crop protection
fungicide in India.
 Metalaxyl 35% WS (Powder for Slurry Seed Treatment) is also
Metalaxyl+Mancozeb
supplied.
72% WP
 We supply Metalaxyl Technical and Mancozeb Technical in
India as well for Export.
 We also provide supply and packaging of Metalaxyl 80 g/kg +
Mancozeb 640 g/kg WP for Export to various countries around
the world.
 Packaging: Tri Laminated Aluminium Pouch, Labeling,
Leaflets, Mono-cartons, Corrugated box (UN approved
packaging)
 Pack Sizes (SKUs): 1 Kg, 500 Grams, 5 Kg (or as per
requirement); Per box quantity: 10 Kgs
 It is used to control brown and black rust & blight of wheat, leaf
spot of sorgham and other fungal diseases of guava potato,
tomato, apples, grapes and cumin crops.
 Carbendazim 120 g + Mancozeb 630 g WP is also supplied.
 We supply Mancozeb Technical in India as well for Export.
 We also provide supply and packaging of Mancozeb 80 WP (800
Mancozeb 80 WP
g/Kg) & Mancozeb 75 WG / WP (750 g/Kg) for Export to
various countries around the world.
packaging)
 Pack Sizes (SKUs) : 1 Kg, 500 Grams, 5 Kg (or as per
requirement); Per box quantity: 10 / 20 Kg
 It is used for the control of Powdery mildew of mango and sheat
blight of rice
 We supply Hexaconazole Technical in India as well for Export.
 We also provide formulation and packaging of Hexaconazole 50
Hexa 5% SC g/L w/v EC / SC for Export to various countries around the
world.
 Packaging: HDPE / PET / Aluminium bottles, Labeling, Shrink,
Leaflets, Corrugated box.
box quantity: 10 Liters;
102
 Carbendazim 12%+ Mancozeb 63% WP is a very effective, crop
protective and curative fungicide. It successfully controls blast
disease of Paddy, leaf spot and blast disease of Groundnut, early
blight, late blight, black scurf of Potato and blister blight, grey
blight, red rust, die back & black rot of Tea crop.
 We manufacture and supply best quality Carbendazim 12 % +
Carbendazim 12% + Mancozeb 63 % Wettable Powder (WP) crop protection
Mancozeb 63% WP fungicide in India as well as for export.
 Carbendazim 25 % + Mancozeb 50 % WS (250 + 500 g/kg) is
also supplied.
packaging)
 Pack Sizes (SKUs): 1 Kg, 500 Grams, 250 gm (or as per
requirement); Per box quantity: 10 Kgs
Plant Nutrition and Plant Growth Regulators (PGR): Plant growth regulators also known as plant exogenous hormones, are
synthetic substances that are similar to natural plant hormones. They are used to regulate the growth of plants and are important
measures to ensure agricultural production. Plant growth regulators will not be hazardous to human health if they are used in
accordance with good agricultural practice. However, if they are misused, crops will grow excessively fast, resulting in ripening
on the fruit surface with the core remaining raw, which will adversely affect the palatability and quality of fruits.
 It is recommended to increase the yield of crops like cotton,
Chillies, Rice and Groundnuts.
 We also provide supply and packaging of Triacontanol for
Triacontanol 0.1%
EW
 Packaging: HDPE bottles, Labeling, Leaflets, Corrugated box
(UN approved packaging)
 Pack Sizes (SKUs): 1 Ltr, 500 ML, 5 Liter (or as per
requirement); Per box quantity: 10 Litres
 Chlormequat is a plant growth regulator used on ornamental

plants. It is typically used as the chloride salt and is used to
Vam C (Ramban) increase yields in wheat, rye, oats, and triticale; promote flower
Chlormequat Chloride formation and improve fruit setting in pears, almonds, vines,
50 % SL olives, and tomatoes; to prevent premature fruit drop in pears,
apricots, and plums. Also used on cotton, vegetables, tobacco,
sugar cane, mangoes, and other crops.
OUR MANUFACTURING FACILITY
103
OUR MANUFACTURING PROCESS
OUR CLIENT BASE
Our Company is regularly dealing with reputed and Multinational companies like National Fertilizers Limited, HIL (India) Limited
and Modern Insecticides Limited etc.
Our strategy is to seek new customers and at the same time secure additional engagements from existing customers by providing
high quality products and cross-selling of new products and services.
We believe that our current capabilities and plans for the future will ensure that we are well positioned to attract and develop new
customer relationships. Business from new customers is accepted upon consideration of factors such as alignment of capabilities
and customer expectation, volume of business and future business, potential for close partnership with long-term association, and
an analysis of upfront costs.
104
The following table illustrates the concentration of our revenues among our top customers:
(Rs. in Lakhs)
Particular For the period from April Fiscal 2022 Fiscal 2021 Fiscal 2020
to September 2022
Revenue In % Revenue In % Revenue In % Revenue In %
Top 5 customers 5740.38 44.48% 5848.30 35.28% 4573.29 27.42% 6619.51 33.07%
Top 10 customers 7302.14 56.58% 9449.22 57.00% 7080.23 42.45% 9163.36 45.78%
OUR LOCATION
Registered Office & Production Unit E-24, 25, 26, G.I.D.C Estate, Manjusar, Taluka Savli, Vadodara, Gujarat - 391775,
India.
Branch Office 4 Neel Orchid, Plot No-41, Sector 10 New Panvel (West), Navi Mumbai-410206,
Mumbai, India
Branch & Warehouse Godown No 1,St. No. 5 , Hardev Nagar, Sivin Road, Bhatinda-151001
PLANT & MACHINERY
Our production unit is situated at E-24, 25, 26 G.I.D.C Estate, Manjusar, Taluka Savli, Vadodara, Gujarat - 391775, India. Our
Company is having infrastructural facilities with adequate power connection and labour force. The group is having managerial
team consisting of first-generation management as well as technical experts.
Some of Machineries used in our manufacturing processes are Induction machine, servo auger filler, semi-automatic rotary
indexing type volumetric liquid filing machine, strapping machine, fully automatic four head filling machine, filter machine, shrink
packaging machine, plug press machine, homogenizer machine, wrappround labeling machine and carton sealing machine etc.
CAPACITY UTILIZATION
S. Name of Product Total 2021-22 2020-21 2019-20

No. Capacity Total Capacity Total Capacity Total Capacity
Installed Production Utilization Production Utilization Production Utilization (in
(in %) (in %) %)
1. Herbicides
(EC/EW/SL)
Glyphosate SL 29870
5998 20.08% 7907.041 KL 26.47% 5556.558 KL 18.60%
Insecticides EC KL/Year
Insecticides SC &
Fungicides
2. 13050 KL/
Insecticides EC 1688 12.93% 418.55 KL 3.21% 812.996 KL 6.23%
Year
3. Glyphosate SG 870 MT/Year 261.88 30.10% 357 MT 41.03% 157 MT 18.05%
4. Insecticides &
Fungicides WP/SP 580 MT/Year 361.98 62.41% 507 MT 87.41% 478 MT 82.41%
ACM 30
The Plant operates in three shifts per day which is utilized as per orders received from customers.
COLLABORATIONS/ TIE – UPS/ JOINT VENTURES
Except as disclosed in this Prospectus, we do not have any Collaboration/Tie Ups/ Joint Ventures as on date of Prospectus.
EXPORT AND EXPORT OBLIGATION
The Details of export and export obligation as on the date of Prospectus is as follows:
(Rs. in Lakhs)
Particulars For the period ended For the year ended March 31,
September 30, 2022 2022 2021 2020
Exports Sales (In Lakhs) 453.35 1822.50 513.41 630.26
% of Total Sales 3.51% 10.99% 3.08% 3.15%
Our Company does not have any export obligation as on date.
105
UTILITIES AND INFRASTRUCTURE FACILITIES
Our registered office and Production unit is located at Vadodara, Gujarat. All our offices are equipped with computer systems,
servers, relevant software and other communication equipment’s, uninterrupted power supply, internet connectivity, security and
other facilities, which are required for our business operations to function smoothly.
Raw Material
The major raw material are technical grade chemicals which are procured from chemicals manufacturing companies.
Our Top Suppliers:
Particular For the period from Fiscal 2022 Fiscal 2021 Fiscal 2020
April to September
2022
Purchase In % Purchase In % Purchas In % Purchas In %
e e
Top 5 Suppliers 3148.70 26.82% 5300.14 38.00% 5337.55 33.86% 6741.02 37.68%
Top 10 Suppliers 5018.44 42.74% 7583.85 54.37% 7783.88 49.37% 9149.39 51.51%
Power
The company require regular and uninterrupted power supply for our day-to-day business activates including lightings, systems,
etc. adequate power supply is available for our offices from MGVCL. Also, we have installed Solar System for power supply.
Water
Water is required for human consumption at office and adequate water sources are available from municipal water supply. The
requirements are fully met at the existing premises.
Transportation and logistics of the business:
Our Transportation are mainly by Road and about 80% of the transportation is by full truck loads. The Activities are handle by
our logistic team and empanelled Transporters. Further our Export shipment are carried from Factory to dockyard by road transport
and further by ship for Exports.
Chain of distribution of the Company:
Our Company supplies it’s through Business to Business
Product wise revenue break-up:

(₹ in Lakhs)
Particulars Fiscal 2022 Fiscal 2021 Fiscal 2020
Insecticides 8988.65 8,710.51 12,858.53
Herbicides 3221.46 4,182.87 3,063.11
Fungicides 3329.62 2,135.92 2,271.85
Plant Growth Regulators 112.10 229.61 8.93
Others 947.19 1,462.89 1,920.71
Total Revenue 16,599.02 16,721.81 20,123.13
HUMAN RESOURCES
Our Company believe that our employees are key contributors to our business success and its ability to maintain growth depends
to a large extent on our strength in attracting, training, motivating and retaining employees. We focus on attracting and retaining
the best possible talent. Our Company looks for specific skill-sets, interests and background that would be an asset for its kind of
business.
As on September 30, 2022 our Company has 55 employees on payroll. Bifurcation is as follows:
Particulars No. of Employees

Key Managerial Person 03
106
Operation and Administration head 03
Skilled Employees 29
Semi-Skilled Employees 12
Unskilled Employees 08
Total 55
Our manpower is a prudent mix of the experienced and youth which gives us the dual advantage of stability and growth. Our work
processes and skilled resources together with our strong management team have enabled us to successfully implement our growth
plans.
SALES AND MARKETING
We have some reputed companies in this industry as our customers. Our success lies in the strength of our relationship with our
customers who have been associated with our Company for a long period. Our team through their vast experience and good rapport
with clients owing to timely and quality delivery of service plays an instrumental role in creating and expanding a work platform
for our Company. To retain our customers, our team regularly interacts with them and focuses on gaining an insight into the
additional needs of such customers. We have spread our presence to domestic markets with large sales potential, low infrastructure
costs and the availability of professional expertise. We have experienced & skill management team to motivate the sub-ordinates &
staff to step towards their achievements & organizational goals. With their efficient management skills & co-ordination with sub-
ordinate, they are always working as a catalyst to encourage the entire team for the development & nourishment of the organization.
Our company has also entered into agreements with some of the parties to undertake marketing of products produced by our company
on the terms & conditions as discussed mutually. The products are marketed by the brand names of respective parties. The details
of agreements entered into by the company are as follows:
S. No Name of the Party Validity Period

1. M/s Burraq Enterprises Pvt Ltd. Valid till December 2024
2. M/s National Fertilizers Limited Valid till July 30, 2023
3. M/s Rotam Agrochemical Company Pvt. Ltd. Valid till December 2025
4. M/s Aravali Crop Science Limited Valid till December, 2023
5. M/s Sinochem India Pvt. Ltd. Valid till June 30, 2023
COMPETITION
We operate in a highly competitive industry as our industry has number of players. Instead of providing quality standards, brand
value and value for money client’s decision depends highly on prices and our competitors may have access to raw material at lower
prices. Shreeji Pesticides Private Limited, Kaival Agro Industries, New Pack Agro Chem, Umiya Agroes are some of our major
competitors.
We have a number of competitors offering products similar to us. We believe that our cost effective and integrated offerings, our
focus on customer satisfaction and our reliability combined with our quality consciousness provides us with competitive advantage
in many of our products.
PROPERTY
Intellectual Property
Set forth below are the trademarks registered/abandoned/objected in the name of our Company under the Trademarks Act, 1999:
-
S.No. Logo/ Class Nature of Trademark Owner Application No. & Date
Trademark
Aristo Bio-Tech Application No. – 3934942

1. Trademark 5 & Life Science Application Date – 04/09/2018
Private Limited Status- Opposed
107
The Details of Domain Name registered on the name of the Company is: -
S. No. Domain Name and ID Sponsoring Registrar Registrant Name Creation Registration
and IANA ID Date Expiry Date
Registrar:
Aristo Bio-Tech
1763649777_DOMAIN_COM
1. www.aristobiotech.com & Life Science 03.12.2012 03.12.2024
-VRSN
Limited
Registrar IANA ID: 1495
IMMOVABLE PROPERTY
Details of our properties are as follows: -
Properties owned/Leased by the Company
S. No. Details of the Property Licensor/Lessor/Ven Owned/ Consideration/ Lease Rental/ Use
dor Leased License Fees (in Rs.)
1. E-24, 25, G.I.D.C Estate, Gujarat Industrial Leased Sale deed dated March 27, 2018 Registered
Manjusar, Taluka Savli, Development between M/s. Manshu Comtel Pvt. Office &
Vadodara, Gujarat - Corporation Ltd. through its director Mr. Production
391775, India. Mahendra Manrekarand and M/s Unit
Aristo Bio-Tech & Life Science
Private Limited through its Director
Mr. Narendra Singh Barhat for a
consideration of Rs. 2,43,97,000
Lease deed dated 19.07.2018
entered into with GIDC for a period
of 99 years computed from
21.01.2006 (the original date of
allotment) at a premium of Rs.
21,20,000/- paid upper hand and
annual rent of Rs. 10/- thereof.
2. E-26, G.I.D.C Estate, Gujarat Industrial Leased Lease deed dated December 19, Registered
Manjusar, Taluka Savli, Development 2006 between Gujarat Industrial Office &
Vadodara, Gujarat - Corporation Development Corporation and M/s Production
391775, India. Aristo Bio-Tech & Life Science Unit
Private Limited through its Director
Mr. Narendra Singh Barhat for
lumpsum amount of Rs. 10,60,000
for lease period of 99 years.
3. 4 Neel Orchid, Plot No- Mrs. Kusum Rented Rent agreement dated August 22, Branch
41, Sector 10 New Panvel Narendra Singh 2019 between Mrs. Kusum Office
(West), Navi Mumbai- Barhat Narendra Singh Barhat and M/s
410206, Mumbai, India Aristo Bio-Tech & Life Science
Private Limited through Mr. Sunil
Gulabrao Patil for a period of 60
months at a monthly rent of Rs. 20,
000.
4. Godown No 1,St. No. 5 , Bikram Singh Billing Rented Rent agreement dated March 03, Branch
Hardev Nagar, Sivin 2022 between Bikram Singh and Office &
Road Bhatinda-151001 M/s Aristo Bio-Tech & Life Warehouse
Science Private Limited through
Mr. Samar Singh Yadav for a
period of 11 months starting from
April 01, 2022 at a monthly rent of
Rs. 15,000
5. Old S.No. 353, 354, 355, Kasturbhai Owned Sale deed dated April 25, 2017 For Further
Block No. 165/A/Paiki/1, Jayantibhai Patel between M/s Aristo Bio-Tech & Expansion
Life Science Private Limited
108
Mouje village, Alindra, through its Director Mr. Narendra
Tal. Salvi, Vadodara Singh Barhat and Kasturbhai
Jayantibhai Patel for consideration
of Rs. 1,69,72,032/-
6. Flat No. 101, Block No. Mr. Agamsharan Owned Sale deed dated November 02, 2015 Guest House
1770, Tower O, Gurusharan between M/s Aristo Bio-Tech &
Manjusar, Ta Savli, Brahmbhatt, Mr. Life Science Private Limited
Vadodara. Achal Vasantbhai through its Director Mr. Narendra
Brahmbhatt, Mr. Singh Barhat and Agamsharan
Bhanubhai Gurusharan Brahmbhatt, Achal
Chhaganbhai Vasantbhai Brahmbhatt, Bhanubhai
Vekariya and Mr. Chhaganbhai Vekariya and
Bharatiben Bharatiben Bhanubhai Vekariya for
Bhanubhai Vekariya consideration of Rs. 45,000/-
109
KEY REGULATIONS AND POLICIES
The following description is a summary of the relevant regulations and policies as prescribed by the GoI and other regulatory
bodies that are applicable to our business. The information detailed below has been obtained from various legislations, including
rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local authorities that are available in
the public domain. The regulations set out below may not be exhaustive and are merely intended to provide general information
to the shareholders and neither designed, nor intended to substitute for professional legal advice. For details of government
approvals obtained by us, see the section titled “Government and Other Approvals” on page 200 of this Prospectus.
THE COMPANIES ACT
The consolidation and amendment in the law relating to the Companies Act, 1956 made way to the enactment of the Companies
Act, 2013 and rules made thereunder.
The Companies Act primarily regulates the formation, financing, functioning and restructuring of Companies as separate legal
entities. The Act provides regulatory and compliance mechanism regarding all relevant aspects including organizational, financial
and managerial aspects of companies. The provisions of the Act state the eligibility, procedure and execution for various functions
of the company, the relation and action of the management and that of the shareholders. The law laid down transparency, corporate
governance and protection of shareholders & creditors. The Companies Act plays the balancing role between these two competing
factors, namely, management autonomy and investor protection.
SEBI REGULATIONS
Securities and Exchange Board of India is the regulatory body for securities market transactions including regulation of listing and
delisting of securities. It forms various rules and regulations for the regulation of listed entities, transactions of securities, exchange
platforms, securities market and intermediaries thereto. Apart from other rules and regulations, listed entities are mainly regulated
by SEBI Act, 1992, Securities Contract Regulation Act, 1956, Securities Contracts (Regulation) Rules, 1957, SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015, SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and SEBI (Prohibition of Insider Trading)
Regulations, 2015.
TAX RELATED REGULATIONS
Income Tax Act, 1961
Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions of this
Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1) every Company
is required to file its Income tax return for every Previous Year by 30 th September of the Assessment Year. Other compliances like
those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like are also required to be complied by
every Company.
Goods and Service Tax Act, 2017
The Central Goods and Services Tax Act, 2017 is an Act to make a provision for levy and collection of tax on intra-State supply
of goods or services or both by the Central Government and for matters connected therewith or incidental thereto. In line with
CGST Act, each state Governments has enacted State Goods and Service Tax Act for respective states. Goods and Services Tax
(GST) is a comprehensive indirect tax on manufacture, sale and consumption of goods and services throughout India to replace
taxes levied by the Central and State Governments. This method allows GST-registered businesses to claim tax credit to the value
of GST they paid on purchase of goods or services or both as part of their normal commercial activity. The mechanism provides
for two level taxation of interstate and intra state transactions. When the supply of goods or services happens within a state called
as intra-state transactions, then both the CGST and SGST will be collected. Whereas if the supply of goods or services happens
between the states called as inter-state transactions and IGST will be collected. Exports are considered as zero-rated supply and
imports are levied the same taxes as domestic goods and services adhering to the destination principle in addition to the Customs
Duty which has not been subsumed in the GST
Customs Act, 1962
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e. bringing
into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside India. Any Company
requiring to import or export any goods is first required to get it registered and obtain an IEC (Importer Exporter Code). Imported
goods in India attract basic customs duty, additional customs duty and education cess. The rates of basic customs duty are specified
110
under the Customs Tariff Act 1975. Customs duty is calculated on the transaction value of the goods. Customs duties are
administrated by Central Board of Excise and Customs under the Ministry of Finance.
BUSINESS / TRADE RELATED LAWS / REGULATIONS
The Explosives Act, 1884 (the “Explosives Act”) and the Explosives Rules, 2008 (the “Explosive Rules”)
The Explosives Act is a comprehensive law which regulates by licensing for the manufacturing possession, sale, transportation,
export and import of explosives. As per the definition of ‘explosives’ under the Explosives Act, any substance, whether a single
chemical compound or a mixture of substances, whether solid or liquid or gaseous, used or manufactured with a view to produce
a practical effect by explosion or pyrotechnic effect shall fall under the Explosives Act. The Central Government may, for any part
of India, make rules consistent with this act to regulate or prohibit, except under and in accordance with the conditions of a license
granted as provided by those rules, the manufacture, possession, use sale, transport, import and export of explosives, or any
specified class of explosives. Extensive penalty provisions have been provided for manufacture, import or export, possession,
usage, selling or transportation of explosives in contravention of the Explosives Act. In furtherance to the purpose of this Act, the
Central Government has notified the Explosive Rules in order to regulate the manufacture, import, export, transport and possession
for sale or use of explosives.
The Essential Commodities Act, 1955 (the “ECA”)
The ECA empowers the Central Government, to control production, supply and distribution of, trade and commerce in certain
essential commodities for maintaining or increasing supplies or for securing their equitable distribution and availability at fair
prices or for securing any essential commodity for the defense of India or the efficient conduct of military operations. Using the
powers under it, various ministries/departments of the Central Government have issued control orders for regulating production,
distribution, quality aspects, movement and prices pertaining to the commodities which are essential and administered by them.
The State Governments have also issued various control orders to regulate various aspects of trading in essential commodities such
as food grains, edible oils, pulses kerosene, sugar and drugs. Penalties in terms of fine and imprisonment are prescribed under the
ECA for contravention of its provisions.
The Poisons Act, 1919 (“Poisons Act”)
The Poisons Act enables state governments to grant licenses for the possession, sale, wholesale or retail and fixing of the fee, if
any, of poisons. The Poisons Act also enables state governments to regulate the classes of persons to whom such license may be
granted, the maximum quantity of poison which may be permitted to be sold to any one person etc.
The Petroleum Act, 1934 (“Petroleum Act”) and Petroleum Rules, 2002
The Petroleum Act was passed to consolidate and amend the laws relating to the import, transport, storage, production, refining
and blending of petroleum. Under the Petroleum Rules, 2002, any person intending to store furnace oil/petroleum, of such class
and in such quantities, otherwise than under a license shall take the approval of the Chief Controller before commencing storage.
Laws in relation to crop protection business
The laws in relation to our crop protection business, inter alia, regulate (i) the import and manufacture of certain products, (ii)
quality control of certain products, (iii) sale and distribution of certain products, and (iv) the operation of our production facilities.
Our crop protection business is regulated both by laws enacted by the Central Government and State Governments.
The Insecticides Act, 1968 (the “Insecticides Act”)
The Insecticides Act, as amended, regulates the (i) registration; (ii) licensing; and (iii) quality-control of insecticides. The definition
of insecticides includes fungicides and weedicides. Any person who desires to import or manufacture, sell, stock or distribute any
insecticide is required to apply to the registration committee under the Insecticides Act, for the registration of such insecticide.
The functions of the registration committee include registering insecticides after scrutinizing their formulae and verifying claims
made by the importer or the manufacturer, as the case may be, as regards their efficacy and safety to human beings and animals.
The registration is granted by a central authority and is effective throughout India.
Quality control: If the use of an insecticide or a batch thereof is likely to lead to such risk to human beings or animals as to render
it expedient or necessary to take immediate action, the Central Government or the State Government may prohibit its sale,
distribution or use, by notification, for a specified period pending investigation in the matter. If, as a result of its own investigation
or on receipt of a report from the State Government, and after consultation with the registration committee, the Central Government
111
is satisfied that the use of the said insecticide or batch is or is not likely to cause any such risk, it may pass such order as it deems
fit.
The Insecticides Act makes it punishable to import, manufacture, sell, stock and exhibit for sale or distribution any misbranded
insecticides. An insecticide is deemed to be misbranded if: (i) its label contains any statement, design or graphic representation
relating thereto which is false or misleading in any material particular, or if its package is otherwise deceptive in respect of its
contents; or (ii) it is an imitation of, or is sold under the name of, another insecticide; or (iii) its label does not contain a warning
or caution which may be necessary and sufficient, if complied with, to prevent risk to human beings or animals; or (iv) any word,
statement or other information required by or under the Insecticides Act to appear on the label is not displayed thereon in such
conspicuous manner as the other words, statements, designs or graphic matter have been displayed on the label and in such terms
as to render it likely to be read and understood by any ordinary individual under customary conditions of purchase and use; or (v)
it is not packed or labeled as required by or under the Insecticides Act; or (vi) it is not registered in the manner required by or
under the Insecticides Act; or (vii) the label contains any reference to registration other than the registration number; or (viii) the
insecticide has a toxicity which is higher than the level prescribed or is mixed or packed with any substance so as to alter its nature
or quality or contains any substance which is not included in the registration.
Penalties: Contravention of the Insecticides Act is punishable with imprisonment or fine or both, with enhanced punishment for
repeat offences. Similarly, a person may be imprisoned for a period of six months to three years depending upon the nature of the
offence. Further, the prescribed officer under the Insecticides Act has the power to stop the distribution, sale or use of an insecticide
for a specified period which he has reason to believe is being distributed, sold or used in contravention of the Insecticides Act.
Additionally, if any person is convicted under the Insecticides Act, the stock of insecticide in respect of which the contravention
has been made is liable to be confiscated.
The Pesticides (Prohibition) Order, 2018 provides a list of 18 pesticides that no person shall manufacture, import, formulate,
transport or sell from the date specified in the order. Further, the Government of India had also proposed to introduce the Banning
of Insecticides Order, 2020 which provided a list of 27 prohibited insecticides. This Order has not come into effect as of the date
of filing of this Draft Red Herring Prospectus. We are also required to comply with the guidelines issued by the Central Insecticides
Board and Registration Committee (“CIBRC”) and the Insecticides Rules, 1971. The functions of the CIBRC include advising the
Central Government and State Governments on technical matters such as the risk to human beings or animals involved in the use
of insecticides and the safety measures necessary to prevent such risk and the manufacture, sale, storage, transport and distribution
of insecticides with a view to ensure safety to human beings or animals and to carry out other functions assigned to it by or under
the Insecticides Act.
The Pesticides Management Bill, 2020 (the “Pesticides Management Bill”)
The Pesticides Management Bill was introduced in the Rajya Sabha on March 23, 2020 and is currently pending approval. It seeks
to replace the Insecticides Act, 1968. It seeks to regulate the import, manufacture, storage, sale, distribution, use and disposal of
pesticides with a view to ensure availability of safe and effective pesticides and minimize its risk on human beings, animals, living
organisms other than pests and the environment.
It defines a pest as species, strain or biotype of plant, animal or pathogenic agent that is unwanted or injurious to plants, plant
products, human beings, animals, other living creatures and the environment and includes vectors of parasites or pathogens of
human and animal diseases and vermin as defined in the Wild Life (Protection) Act, 1972. A pesticide is defined as any substance
or mixture of substances, including a formulation of chemical or biological origin intended for preventing, destroying, attracting,
repelling, mitigating or controlling any pest in agriculture, industry, pest control operations, public health, storage or for ordinary
use, and includes any substance intended for use as a plant growth regulator, defoliant, desiccant, fruit thinning agent, or sprouting
inhibitor and any substance applied to crops either before or after harvest to protect them from deterioration during storage and
transport.
The Pesticides Management Bill provides that any person seeking to import or manufacture any pesticides for ordinary use,
agricultural use, etc. shall have to make an application to the registration committee for a certificate of registration. Further, anyone
desiring to manufacture, distribute, sell or stock pesticides would have to obtain a license for the same. Such a license can be
revoked by the Licensing Officer if the holder contravenes any provisions of the Pesticides Management Bill or rules made
thereunder. State Governments may also appoint qualified persons for sale of extremely toxic or highly toxic pesticides by
prescription. Under the Pesticides Management Bill, manufacturing, importing, distributing, selling, exhibiting for sale,
transporting, stocking a pesticide, or undertaking pest control operations, without a license is punishable with imprisonment of up
to three years, or a fine of not less than Rs. 1 million and extending up to Rs. 4 million, or both.
It also contemplates the constitution of the Central Pesticides Board to advise the Central and state governments on scientific and
technical matters arising under the Pesticides Management Bill. It also proposes for the Central Pesticides Board to advise the
Central government in making or formulating (i) criteria for good manufacturing practices for pesticide manufacturers, standards
112
to be observed by laboratories, and best practices for pest control operators, (ii) standards for working conditions and training of
workers, and (iii) procedure for recall and disposal of pesticides. The Board will also frame model protocols to deal with
occurrences of poisoning.
The Draft Pesticides Management Bill, 2017 (the “Draft Pesticides Management Bill”)
The Draft Pesticides Management Bill seeks to regulate the import, manufacture, export, storage, sale, transport, distribution,
quality and use of pesticides with a view to (i) control pests; (ii) ensure availability of quality pesticides; (iii) allow its use only
after assessing its efficacy and safety; (iv) minimize the contamination of agricultural commodities by pesticide residues; (v) create
awareness among users regarding safe and judicious use of pesticides. The Draft Pesticides Management Bill has been introduced
to take necessary measures to continue, restrict or prohibit the use of pesticides with a view to prevent its risk on human beings,
animals or environment. The Ministry of Agriculture and Farmers Welfare, Government of India, had recently sought comments
on the Draft Pesticides Management Bill from various stakeholders.
The Solvent Raffinate and Slop (Acquisition, Sale, Storage and Prevention of Use in Automobiles) Order, 2000 (the
“Solvent Order”)
The Solvent Raffinate and Slop (Acquisition, Sale, Storage and Prevention of Use in Automobiles) Order, 2000 (the “Solvent
Order”) has been issued under the ECA and provides that no person shall either acquire, store or sell solvents, raffinates and slops
or their equivalent, without a license, issued by the State Government or the district magistrate or any other officer authorized by
the Central Government or the State Government.
The Fertilizer (Control) Order, 1985 (the “Fertilizer Control Order”)
The Fertilizer Control Order was promulgated under Section 3 of the ECA to regulate, trade, price, quality and distribution of
fertilizers in India. The Fertilizer Control Order provides for compulsory registration of manufacturers, importers and dealers of
fertilizers, specification of all fertilizers manufactured/imported and sold in India, regulation on manufacture of fertilizer mixtures,
packing and marking on the fertilizer bags, appointment of enforcement agencies, setting up of quality control laboratories and
prohibition on manufacture/import and sale of non-standard/spurious/adulterated fertilizers. The Fertilizer Control Order also
provides for cancellation of authorization letter/ registration certificates of dealers and mixture manufacturers and also stipulates
imprisonment from three months to seven years with fine as a punishment for offences under the ECA. The enforcement of
Fertilizer Control Order has primarily been entrusted to State Governments. The Central Government provides training facilities
and technical guidance to the State Governments and supplements their efforts through random inspection of manufacturing units
and their distribution network.
The Protection of Plant Varieties and Farmers’ Rights Act, 2001 (the “Protection of Plant Varieties and Farmers’ Rights
Act”)
The Protection of Plant Varieties and Farmers’ Rights Act was enacted to provide for the establishment of an effective system for
protection of plant varieties, the rights of farmers and plant breeders and to encourage the development of new varieties of plants.
The Protection of Plant Varieties and Farmers’ Rights Act grants intellectual property rights to plant breeders, researchers and
farmers who have developed any new or extant plant varieties. The period of protection for field crops is 15 years and for trees
and vines is 18 years and for notified varieties, it is 15 years from the date of notification under section 5 of Seeds Act. Annual fee
has to be paid for maintaining the registration and renewal fee has to be paid for the extended period of registration. Farmers can
claim for compensation if the registered variety fails to provide expected performance under given conditions. The rights granted
are exclusive right to produce, sell, market, distribute, import and export the variety.
Bureau of Indian Standards Act, 2016 (the “BIS Act”):
BIS Act was notified on March 22, 2016 and came into effect from October 12, 2017. The BIS Act establishes the Bureau of
Indian Standards (BIS) as the National Standards Body of India. It has broadened BIS’s ambit and allows Central Government to
make it mandatory for certain notified goods, articles, processes etc. to carry standard mark.
The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 (the “DMRA”)
The DMRA seeks to control advertisements of drugs in certain cases and prohibits advertisement of remedies that claim to possess
magic qualities. In terms of the DMRA, advertisements include any notice, circular, label, wrapper or other document or
announcement. It also specifies the ailments for which no advertisement is allowed and prohibits advertisements that misrepresent,
make false claims or mislead. Further, the Drugs and Magic Remedies (Objectionable Advertisements) Rules, 1955 have been
framed for effective implementation of the provisions of the DMRA.
113
Drugs and Cosmetics Act, 1940 (“DCA”) and the Drugs and Cosmetics Rules, 1945 (“DCA Rules”)
The DCA regulates the import, manufacture, distribution and sale of drugs and cosmetics and prohibits the import, manufacture
and sale of certain drugs and cosmetics which are, inter alia, misbranded, adulterated, spurious or harmful. The DCA Rules specify
the requirement of a license for the manufacture or sale of any drug or cosmetic including for the purpose of examination, testing
or analysis. It further mandates that every person holding a license must keep and maintain such records, registers and other
documents as may be prescribed which may be subject to inspection by the relevant authorities.
Drugs (Control) Act, 1950 (“Drugs Act”)
The Drugs Act provides for control of sale, supply and distribution of drugs. Under the Drugs Act, any drug may be declared by
the Central Government by notification to be a drug within its purview. The authorities may also prohibit the disposal or direct the
sale of any specified drug.
Drugs (Prices Control) Order, 2013 (“DPCO”)
The DPCO prescribes inter alia the ceiling price of scheduled formulations, retail price of a new drug for existing manufacturers
of scheduled formulations, maximum retail price of scheduled formulations. Under the DPCO, the Central Government may issue
directions to the manufacturers of active pharmaceutical ingredients or bulk drugs or formulations to increase production and sell
such active pharmaceutical ingredient or bulk drug to such manufacturers of formulations and direct the formulators to sell the
formulations to institutions, hospitals or any agency. The DPCO specifies procedures for fixing the ceiling price of scheduled
formulations of specified strengths or dosages, retail price of new drug for existing manufacturers of scheduled formulations, and
penalties for contravention of its provisions.
Drugs (Prices Control) Order 1995
The Drugs (Prices Control) Order 1995 or DPCO was promulgated under the Essential Commodities Act, 1955 and is to be read
with the Drugs and Cosmetics Act, 1940. The DPCO fixes the ceiling price of some active pharmaceuticals and formulations. The
active pharmaceuticals and formulations which fall within the purview of the legislation are called scheduled drugs and scheduled
formulations, respectively.
The authority set up under the legislation is the National Pharmaceutical Pricing Authority, or NPPA, is responsible for the
collection of data and the study of the pricing structure of active pharmaceuticals and formulations. Upon the recommendation of
the NPPA, the Ministry of Chemicals and Fertilizers fixes the ceiling prices of the active pharmaceuticals and formulations and
issues notifications on drugs which are scheduled drugs and scheduled formulations.
The NPPA arrives at the recommended prices for the scheduled drugs and formulations after collection and analysis of data on
costing which includes data on raw material composition, packing materials, process losses, overhead allocation and
apportionment, capacity utilization, technical data on manufacturing work orders and packing work orders.
The government of India has the power under the DPCO to recover the charges charged in excess of the notified price from the
company. There are also penal provisions for the violation of any rules and regulations under the Essential Commodities Act.
Presently, there are 76 scheduled drugs and formulations under the DPCO.
ENVIRONMENT LAWS:
National Environmental Policy, 2006
The Policy seeks to extend the coverage, and fill in gaps that still exist, in light of present knowledge and accumulated experience.
This policy was prepared through an intensive process of consultation within the Government and inputs from experts. It does not
displace but builds on the earlier policies. It is a statement of India's commitment to making a positive contribution to international
efforts. This is a response to our national commitment to a clean environment, mandated in the Constitution in Articles 48 A and
51 A (g), strengthened by judicial interpretation of Article 21. The dominant theme of this policy is that while conservation of
environmental resources is necessary to secure livelihoods and well-being of all, the most secure basis for conservation is to ensure
that people dependent on particular resources obtain better livelihoods from the fact of conservation, than from degradation of the
resource. Following are the objectives of National Environmental Policy:—
 Conservation of Critical Environmental Resources

 Intra-generational Equity: Livelihood Security for the Poor
 Inter-generational Equity
114
 Integration of Environmental Concerns in Economic and Social Development
 Efficiency in Environmental Resource Use
 Environmental Governance
 Enhancement of resources for Environmental Conservation
Environmental Legislations
The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”), Water (Prevention and Control of Pollution) Act, 1974
(“Water Act”), and the Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2016 (“Hazardous
Waste Rules”) aim to prevent, control and abate pollution. The Air Act stipulates that no person shall, without prior written consent
of the relevant state pollution control board, establish or operate any industrial plant which emits air pollutants in an air pollution
control area, as notified by the state pollution control board. The Water Act aims to prevent and control water pollution and to
maintain or restore water purity and any person intending to establish any industry, operation or process or any treatment and
disposal system which is likely to discharge sewage or other pollution into a water body is required to obtain prior consent of the
relevant state pollution control board. The Hazardous Waste Rules regulate the management, treatment, storage and disposal of
hazardous waste by imposing an obligation on every occupier and operator of a facility generating hazardous waste to obtain an
approval from the relevant state pollution control board and to dispose of such waste without harming the environment. The Forest
(Conservation) Act, 1980 (“FCA”) read with Forest (Conservation) Rules, 2003 aim to preserve forest land and provide for
restriction on the deforestation of forests or use of forest land for non-forest purpose and requires prior approval for use of forest
land for any non-forest purpose. The Environment (Protection) Act, 1986 read with Environment (Protection) Rules, 1986 aim to
protect and improve the environment and provide rules for prevention, control and abatement of environment pollution and impose
obligation for proper handling, storage, treatment, transportation and disposal of hazardous wastes.
The Noise Pollution (Regulation and Control) Rules, 2000
These Noise Pollution (Regulation and Control) Rules, 2000 (“Noise Pollution Rules”) were constituted to regulate and control
noise producing and generating sources with the objective of maintaining the ambient air quality standards in respect of noise and
were considered necessary as increasing ambient noise levels in public places from various sources, inter-alia, industrial activity,
construction activity, (fire crackers, sound producing instruments), generator sets, loud speakers, public address systems, music
systems, vehicular horns and other mechanical devices have deleterious effects on human health and psychological well-being of
the people. The Noise Pollution Rules provide ambient air quality criteria with respect of noise for different areas/zones. The Noise
Pollution Rules further provide powers to the authority to enforce the noise control measures in the areas/zones. The Noise
Pollution Rules provide modes of making complaints to the authority in case noise levels exceed the ambient noise standards along
with penalties and liabilities on account of violations in the silence zones/areas.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Rules”)
The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by imposing an
obligation on every occupier and 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 and any person who has, control over
the affairs of the factory or the premises or any person in possession of the hazardous waste has been defined as an “occupier”.
Every occupier and operator of a facility generating hazardous waste must obtain authorization from the relevant state pollution
control board. Further, the occupier, importer or exporter is liable for damages caused to the environment resulting from the
improper handling and disposal of hazardous waste and must pay any financial penalty that may be levied by the respective state
pollution control board.
Environment Impact Assessment Notification of 2006
The Ministry of Environment, Forests and Climate Change has notified the Environment Impact Assessment Notification of 2006
in September 2006. The notification makes it mandatory for various projects to get environment clearance.
REGULATIONS RELATED TO FOREIGN TRADE AND INVESTMENT
The Foreign Direct Investment
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”) through
press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (“DIPP”), has issued consolidated FDI Policy Circular of 2017 (“FDI Policy 2017”), which with effect from
August 28, 2017, consolidates and supersedes all previous press notes, press releases and clarifications on FDI Policy issued by
115
the DIPP that were in force. The Government proposes to update the consolidated circular on FDI policy once every year and
therefore, FDI Policy 2017 will be valid until the DIPP Offers an updated circular.
The Reserve Bank of India (“RBI”) also Offers Master Circular on Foreign Investment in India every year. Presently, FDI in India
is being governed by Master Circular on Foreign Investment dated July 01, 2015 as updated from time to time by RBI. In terms
of the Master Circular, an Indian company may Offer fresh shares to people resident outside India (who is eligible to make
investments in India, for which eligibility criteria are as prescribed). Such fresh Offer of shares shall be subject to inter-alia, the
pricing guidelines prescribed under the Master Circular. The Indian company making such fresh Offer of shares would be subject
to the reporting requirements, inter-alia with respect to consideration for Offer of shares and also subject to making certain filings
including filing of Form FC-GPR.
Under the current FDI Policy of 2017, foreign direct investment in micro and small enterprises is subject to sectoral caps, entry
routes and other sectoral regulations. At present 100 % foreign direct investment through automatic route is permitted in the sector
in which our Company operates. Therefore, applicable foreign investment up to 100% is permitted in our company under automatic
route.
Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder.
Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI
and the rules, regulations and notifications there under, and the policy prescribed by the Department of Industrial Policy and
Promotion, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA Regulations no prior consents
and approvals are required from the Reserve Bank of India, for Foreign Direct Investment under the ‘automatic route’ within the
specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in
excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. The
RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by
a Person Resident Outside India) Regulations, 2000 ("FEMA Regulations") to prohibit, restrict or regulate, transfer by or issue
security to a person resident outside India and Foreign Exchange Management (Export of Goods and Services) Regulations, 2000
for regulation on exports of goods and services. 100 % FDI is permitted in under the automatic route in the IT sector.
Duty Drawback Scheme
The duty drawback scheme is an option available to exporters. Under this scheme, exporter of goods is allowed to take back refund
of money to compensate him for excise duty paid on the inputs used in the products exported by him. It neutralizes the duty impact
in the goods exported. Relief of customs and central excise duties suffered on the inputs used in the manufacture of export product
is allowed to exporters. The admissible duty drawback amount is paid to exporters by depositing it into their nominated bank
account. Section 75 of the Customs Act, 1962 and Section 37 of the Central Excise Act, 1944, empower the Central Government
to grant such duty drawback. Customs, Central Excise Duties and Service Tax Drawback Rules, 1995 (the “Drawback Rules”)
have been framed outlining the procedure to be followed for the purpose of grant of duty drawback (for both kinds of duties
suffered) by the customs authorities processing export documentation. Under duty drawback scheme, an exporter can opt for either
all industry rate of duty drawback scheme or brand rate of duty drawback scheme.
The all industry rate of duty drawback scheme essentially attempts to compensate exporters of various export commodities for
average incidence of customs and central excise duties suffered on the inputs used in their manufacture. Brand rate of duty
drawback is granted in terms of rules 6 and 7 of the Drawback Rules in cases where the export product does not have any all
industry rate or duty drawback rate, or where the all industry rate duty drawback rate notified is considered by the exporter
insufficient to compensate for the customs or central excise duties suffered on inputs used in the manufacture of export products.
For goods having an all industry rate, the brand rate facility to particular exporters is available only if it is established that the
compensation by all industry rate is less than 80% of the actual duties suffered in the manufacture of the export goods.
The Export (Quality Control and Inspection) Act, 1963 (the “Export Act”)
The Export Act empowers the Government of India to establish, a council called the Export Inspection Council, which would
advise the Central Government regarding measures for the enforcement of quality control and inspection in relation to commodities
intended for export and to formulate programmes in connection therewith, to make, with the concurrence of the Central
Government, grants-in-aid to various agencies involved in foreign trade
Merchandise Exports from India Scheme
Pursuant to the Foreign Trade Policy (2015-2020), the Merchandise Exports from India Scheme (the “MEI Scheme”) was
introduced to provide rewards to exporters to offset infrastructure inefficiencies and associated costs in export of goods, especially
those having high export intensity, employment potential and ability to enhance India’s export competitiveness. Export of notified
116
goods to notified markets are rewarded under the MEI Scheme. The basis for calculation of the reward under the MEI Scheme is
on the Free on Board (“FOB”) value of exports realized in free foreign exchange or on the FOB value of exports mentioned in the
shipping bill, whichever is less, unless otherwise specified. With effect from June 1, 2015, the MEI Scheme mandatorily requires
a declaration of intent to be endorsed on the shipping bills (except free shipping bills) to be eligible to claim any reward under the
MEI Scheme.
Ownership restrictions of FIIs
Under the portfolio investment scheme, the total holding of all FIIs together with their sub-accounts in an Indian company is
subject to a cap of 24% of the paid-up capital of a company, which may be increased up to the percentage of sectoral cap on FDI
in respect of the said company pursuant to a resolution of the board of directors of the company and the approval of the shareholders
of the company by a special resolution in a general meeting. The total holding by each FII, or in case an FII is investing on behalf
of its sub-account, each sub-account should not exceed 10% of the total paid-up capital of a company.
OTHER GENERAL RULES AND REGULATIONS:
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”):
MSME Act was enacted to provide for facilitating the promotion and development and enhancing the competitiveness of micro,
small and medium enterprises. Any person who intends to establish (a) a micro or small enterprise, at its discretion; (b) a medium
enterprise engaged in providing or rendering of services may, at its discretion; or (c) a medium enterprise engaged in manufacture
or production of goods pertaining to any industry specified in the First Schedule to the Industries (Development and Regulation)
Act, 1951 is required to file a memorandum before such authority as specified by the State Government or the Central Government.
The form of the memorandum, the procedure of its filing and other matters incidental thereto shall be such as may be specified by
the Central Government, based on the recommendations of the advisory committee. Accordingly, in exercise of this power under
the MSME Act, the Ministry of Micro, Small and Medium Enterprises notification dated September 18, 2015 specified that every
micro, small and medium enterprises is required to file a Udyog Adhaar Memorandum in the form and manner specified in the
notification.
The Indian Contract Act, 1872
The Contract Act is the legislation which lays down the general principles relating to formation, performance and enforceability
of contracts. The rights and duties of parties and the specific terms of agreement are decided by the contracting parties themselves,
under the general principles set forth in the Contract Act. The Contract Act also provides for circumstances under which contracts
will be considered as ‘void’ or ‘voidable’. The Contract Act contains provisions governing certain special contracts, including
indemnity, guarantee, bailment, pledge, and agency.
The Sale of Goods Act, 1930 (Sale of Goods Act)
The law relating to the sale of goods is codified in the Sale of Goods Act, 1930. It defines sale and agreement to sell as a contract
whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price and provides that there may be a
contract of sale between part owner and another and that the contract of sale may be absolute or conditional.
Information Technology Act, 2000 and Information Technology (Reasonable security practices and procedures and
sensitive personal data or information) Rules, 2011
This act governs and provides legal recognition for transactions carried out by means of electronic data interchange and other
means of electronic communication, commonly referred to as ―electronic commerce. It also gives legal recognition to Digital
Signatures and facilitates storage of data. The Act is applicable to any offence or contravention committed outside India as well.
If the conduct of person constituting the offence involves a computer or a computerized system or network located in India, then
irrespective of his/her nationality, the person is punishable under the Act.
The Public Liability Insurance Act, 1991
The Public Liability Insurance Act (“PIL Act”) was constituted to provide for public liability insurance for the purpose of providing
immediate relief to the persons affected by accident occurring while handling any hazardous substance and for matters connected
therewith or incidental thereto. The PIL Act provides for the owner before handling hazardous substances to take insurance cover
for protection against claims made by third parties for damages with respect to handling of hazardous substances. Under the PIL
Act, the victims exposed to hazardous substances may file claims before the Collector within 5 years of the accident. The Collector,
shall, after giving notice of the application to the owner and after giving the parties an opportunity of being heard, hold an inquiry
into the claim or, each of the claims, and may make an award determining the amount of relief which appears to him to be just and
117
specifying the person or persons to whom such amount of relief shall be paid. The PIL Act also provides for the establishment of
Environmental Relief Fund to be utilized for payment of reliefs under the award.
The Boilers Act, 1923 (“Boilers Act”)
The Boilers Act and rules thereof encompass rules and regulations for the safe and proper construction, erection, repair, use and
operation of boilers. The Boilers Act also lays down the process for formulation of boiler rules, examination by and appointment
of boiler inspectors, provisions for inspection certifications and imposition of penalties for the violations of any provisions of the
Boilers Act.
The Arbitration & Conciliation Act, 1996
The Arbitration and Conciliation Act, 1996 is an act to consolidate and amend the law relating to domestic arbitration, international
commercial arbitration and enforcement of foreign arbitral awards as also to define the law relating to conciliation and for matters
connected therewith or incidental thereto. It aims at streamlining the process of arbitration and facilitating conciliation in business
matters. The Act recognizes the autonomy of parties in the conduct of arbitral proceedings by the arbitral tribunal and abolishes
the scope of judicial review of the award and minimizes the supervisory role of Courts. A significant feature of the Act is the
appointment of arbitrators by the Chief Justice of India or Chief Justice of High Court. The Chief Justice may either appoint the
arbitrator himself or nominate a person or Institution to nominate the arbitrator. The autonomy of the arbitral tribunal has further
been strengthened by empowering them to decide on jurisdiction and to consider objections regarding the existence or validity of
the arbitration agreement.
The Code of Criminal Procedure Code, 1973
It is the main legislation on procedure for administration of substantive criminal law in India. It was enacted in 1973 and came
into force on 1st April, 1974. It provides the machinery for the investigation of crime, apprehension of suspected criminals,
collection of evidence, determination of guilt or innocence of the accused person and the determination of punishment of the guilty.
Criminal law occupies a pre-dominant place among the agencies of social control and is regarded as a formidable weapon that
society has forged to protect itself against anti-social behavior. The law of criminal procedure is meant to be complimentary to
criminal law. It is intended to provide a mechanism for the enforcement of criminal law. The Code of Criminal Procedure creates
the necessary machinery for apprehending the criminals, investigating the criminal cases, their trials before the criminal courts and
imposition of proper punishment on the guilty person. The Code enumerates the hierarchy of criminal courts in which different
offences can be tried and then it spells out the limits of sentences which such Courts are authorized to pass.
The law of criminal procedure is intended to provide a mechanism for the enforcement of criminal law. Without the proper
procedural law the substantive criminal law which defines offences and provides punishment for them would be almost worthless.
The Code of Civil Procedure, 1908
The Code of Civil Procedure, 1908 is a procedural law related to the administration of civil proceedings in India. The Civil
Procedure Code consolidates and amends the law relating to the procedure of the Courts of Civil jurisdiction. The Code of Civil
Procedure is an adjective law it neither creates nor takes away any right. It is intended to regulate the procedure to be followed by
Civil Courts. The Civil Procedure Code consists of two parts. 158 Sections form the first part and the rules and orders contained
in Schedule I form the second part. The object of the Code generally is to create jurisdiction while the rules indicate the mode in
which the jurisdiction should be exercised.
The Code does not affect any special or local laws nor does it supersede any special jurisdiction or power conferred or any special
form of procedure prescribed by or under any other law for the time being in force. The Code is the general law so that in case of
conflict between the Code and the special law the latter prevails over the former. Where the special law is silent on a particular
matter the Code applies, but consistent with the special enactment.
Prevention of Money Laundering Act, 2002
Money laundering is the processing of criminal proceeds to disguise its illegal origin. Terrorism, illegal arms sales, financial
crimes, smuggling, and the activities of organized crime, including drug trafficking and prostitution rings, generate huge sums.
Embezzlement, insider trading, bribery and computer fraud also produce large profits and create an incentive to legitimize the ill-
gotten gains through money laundering. When a criminal activity generates substantial profits, the individual or group involved in
such activities route the funds to safe heavens by disguising the sources, changing the form, or moving the funds to a place where
they are less likely to attract attention.
118
Most fundamentally, money laundering is inextricably linked to the underlying criminal activity that generates it. In essence, the
laundering enables criminal activity to continue.
State Laws
We operate in various states. Accordingly, legislations passed by the state governments are applicable to us in those states. These
include legislations relating to, among others, classification of fire prevention and safety measures and legislations dealing with
license for sale of alcohol. Further, we require several approvals from local authorities such as municipal bodies. The approvals
required may vary depending on the state and the local area.
Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state legislatures in India have power to
endow the municipalities with power to implement schemes and perform functions in relation to matters listed in the Twelfth
Schedule to the Constitution of India. The respective states of India have enacted laws empowering the municipalities to issue
trade license for operating eating outlets and implementation of regulations relating to such license along with prescribing penalties
for non-compliance.
Shops and Establishments legislations in various states
Under the provisions of local shops and establishment legislations applicable in the states in which establishments are set up,
establishments are required to be registered under the respective legislations. These legislations regulate the condition of work and
employment in shops and commercial establishments and generally prescribe obligations in respect of, among others, registration,
opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime
work.
The Legal Metrology Act, 2009
Legal Metrology Act, 2009 was enacted with the objectives to establish and enforce standards of weights and measures, regulate
trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number and for
matters connected therewith or incidental thereto. This act replaced the Standards of Weights and Measures Act, 1976 and the
Standards of Weights and Measures (Enforcement) Act, with effect from March 1, 2011.
Motor Vehicles Act, 1988
The Motor Vehicles Act, 1988 (“MV Act”) was enacted to regulate motor vehicles in India. It provides detailed provision on
licensing of the drivers and conductors, registration of motor vehicles, the provision on controlling their permits, traffic regulation,
related insurance, liabilities, and penalties. Apart from the same, it also prescribes rules for the construction, equipment, and
maintenance of motor vehicles.
Intellectual Property Laws
The Patents Act, 1970 (Patent Act) protects innovations in terms of machinery, development and improvement of existing formulae
for manufacturing of various kinds of goods, materials and like. The Trade Marks Act, 1999 (“Trade Marks Act”) provides for
application and registration of trademarks in India. It also provides for exclusive rights to marks such as brand, label, and heading
and to obtain relief in case of infringement for commercial purposes as a trade description. The Trade Marks Act prohibits
registration of deceptively similar trademarks and provides penalties for infringement, falsifying or falsely applying trademarks.
Registration Act, 1908
The Registration Act, 1908 (“Registration Act”) was passed to consolidate the enactments relating to the registration of documents.
The main purpose for which the Registration Act was designed was to ensure information about all deals concerning land so that
correct land records could be maintained. The Registration Act is used for proper recording of transactions relating to other
immovable property also. The Registration Act provides for registration of other documents also, which can give these documents
more authenticity. Registering authorities have been provided in all the districts for this purpose.
Competition Act, 2002
The Competition Act, 2002 prohibits anti-competitive agreements, abuse of dominant positions by enterprises and regulates
“combinations” in India. The Competition Act also established the Competition Commission of India (the “CCI”) as the authority
mandated to implement the Competition Act, 2002. The provisions of the Competition Act relating to combinations were notified
119
on March 4, 2011 and came into effect on June 1, 2011. Combinations which are likely to cause an appreciable adverse effect on
competition in a relevant market in India are void under the Competition Act.
Negotiable Instruments Act, 1881 (“NI Act”)
The Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds in their account
or any stringent provision to punish them in the event of such cheque not being honored by their bankers and returned unpaid.
Consumer Protection Act, 2019
Few of the provisions of The Consumer Protection Act, 2019 (“COPRA”) have been notified vide notification No. S.O. 2421(E),
dated 23rd July 2020 thus repealing the respective provisions of Consumer Protection Act, 1986. However the provisions of
Consumer Protection Act, 1986, are still valid to the extent COPRA being not notified. The Consumer Protection Act provides a
mechanism for the consumer to file a complaint against a service provider in cases of unfair trade practices, restrictive trade
practices, deficiency in services, price charged being unlawful and food served being hazardous to life. It also places product
liability on a manufacturer or product service provider or product seller, to compensate for injury or damage caused by defective
product or deficiency in services. It provides for a three tier consumer grievance redressal mechanism at the national, state and
district levels. Non-compliance of the orders of the redressal commissions attracts criminal penalties. The COPRA has brought e-
commerce entities and their customers under its purview including providers of technologies or processes for advertising or selling,
online market place or online auction sites. The COPRA also provides for mediation cells for early settlement of the disputes
between the parties.
Prevention of Black Marketing and Maintenance of Supplies Act, 1980
The “Prevention of Black Marketing and Maintenance of Supplies Act” came in 1980. It is an "Act for detention in certain cases
or the purpose of prevention of black marketing and maintenance of supplies of commodities essential to the community and for
matters concerned therewith".
PROPERTY RELATED LAWS
The Company is required to comply with central and state laws in respect of property. Central Laws that may be applicable to our
Company's operations include the Land Acquisition Act, 1894, the Transfer of Property Act, 1882, Registration Act, 1908, Indian
Stamp Act, 1899, and Indian Easements Act, 1882.
LAWS RELATED TO EMPLOYMENT OF MANPOWER:
The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on September
28, 2020 and proposes to subsume certain existing legislations, including the Factories Act, 1948, the Contract Labour (Regulation
and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. The
provisions of this code will be brought into force on a date to be notified by the Central Government.
The Code on Social Security, 2020
The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020 and it proposes to subsume
certain existing legislations including the Employee's Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity
Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganized Workers’ Social Security
Act, 2008. The provisions of this code will be brought into force on a date to be notified by the Central Government. The Central
Government has issued the draft rules under the Code on Social Security, 2020. The draft rules provide for operationalization of
provisions in the Code on Social Security, 2020 relating to employees’ provident fund, employees’ state insurance corporation,
gratuity, maternity benefit, social security and cess in respect of building and other construction workers, social security for
unorganized workers, gig workers and platform workers.
In addition to above, we are subject to wide variety of generally applicable labour laws concerning condition of working, benefit
and welfare of our laborers and employees such as the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Employees (Provident Fund and Miscellaneous Provision) Act, 1952.
120
The Industrial Relations Code, 2020 (“Industrial Code”)
The Ministry of Law and Justice, with an intent to consolidate and amend laws relating to trade unions, conditions of employment
in industrial establishment or undertaking, investigation and settlement of industrial dispute, has introduced the Industrial Code.
The Code provides that the Central Government may repeal the provisions of the Trade Unions Act, 1926, the Industrial
Employment (Standing Orders) Act, 1946, and the Industrial Disputes Act, 1947 and may supersede them with the applicability
of any provision of the Industrial Code. The Industrial Code is a central legislation and extends to the whole of India. The Industrial
Code empowers the Central Government to require an establishment in which one hundred or more workers are employed or have
been employed on any day in the preceding twelve months to constitute a works committee consisting of representatives of
employer and workers engaged in the establishment. The code further requires every establishment with twenty or more workers
to have grievance redressal committees for resolution of disputes arising out of individual grievances. The code bars the jurisdiction
of civil courts to any matter to which the provisions of the Industrial Code apply, and provides for establishment of industrial
tribunals for adjudication of such matters. The Industrial Code provides for provisions pertaining to lay-off and retrenchment of
employees and closure of establishments and compensation provisions in relation thereto. The Industrial Code provides for
monetary fines, penalties and imprisonment in case of contravention of the provisions of the code.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act), compulsory provident fund, family
pension fund and deposit linked insurance are payable to employees in factories and other establishments. The legislation provides
that an establishment employing more than 20 (twenty) persons, either directly or indirectly, in any capacity whatsoever, is either
required to constitute its own provident fund or subscribe to the statutory employee‘s provident fund. The employer of such
establishment is required to make a monthly contribution to the provident fund equivalent to the amount of the employee‘s
contribution to the provident fund. There is also a requirement to maintain prescribed records and registers and filing of forms
with the concerned authorities. The EPF Act also prescribes penalties for avoiding payments required to be made under the
abovementioned schemes.
Employees State Insurance Act, 1948, as amended (the “ESIC Act”)
The ESI Act, provides for certain benefits to employees in case of sickness, maternity and employment injury. All employees in
establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer to make certain
contributions in relation thereto. In addition, the employer is also required to register itself under the ESI Act and maintain
prescribed records and registers.
Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”)
The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field,
plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were employed
on any day of the preceding twelve months and in such other establishments in which ten or more employees are employed or
were employed on any day of the preceding twelve months, as notified by the Central Government from time to time. Penalties
are prescribed for non-compliance with statutory provisions.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for gratuity
upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the entitlement to
gratuity in the event of death or disablement will not be contingent upon an employee having completed five years of continuous
service. The maximum amount of gratuity payable may not exceed 1 million.
Certain other laws and regulations that may be applicable to our Company in India include the following:
 Minimum Wages Act, 1948 and Maharashtra Minimum Wages Rules, 1963 (“MWA Rules”)
 Industrial (Development and Regulation) Act, 1951 (“IDRA”)
 Industrial Disputes Act, 1947 (“ID Act”)
 Payment of Bonus Act, 1965 (“POB Act”)
 Child Labour (Prohibition and Regulation) Act, 1986
 Inter-State Migrant Workers (Regulation of Employment and Conditions of Service) Act, 1979
 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SHWW Act")
 Equal Remuneration Act, 1976 (“ER Act”)
 Contract Labour Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition) Central
Rules, 1971 (Contract Labour Rules)
 Workmen Compensation Act, 1923 (“WCA”)
121
 Maternity Benefit Act, 1961 ("Maternity Act")
 Industrial Employment Standing Orders Act, 1946
Other regulations:
In addition to the above, the Company is required to comply with the provisions of the Companies Act, and other applicable
statutes imposed by the Centre or the State for its day-to-day operations.
122
HISTORY AND CORPORATE STRUCTURE
Brief History and Background
Our Company was originally promoted by Mr. Narendra Singh Barhat & Mrs. Kusum Narendra Singh Barhat who were the initial
subscribers to the Company’s Memorandum and Articles of Association. Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh
Barhat and Mr. Ketankumar Harkantbhai Joshi are the present promoters of our Company.
As on date of this Prospectus, our Company has seven (7) shareholders.
For information on our Company’s profile, activities, services, market, growth, technology, managerial competence, standing with
reference to prominent competitors, major suppliers, please refer the sections entitled “Industry Overview”, “Business Overview”,
“Our Management”, “Financial information of our company” and “Management‘s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 82, 95, 127, 146, and 184 respectively.
Address of Registered Office:
The Registered Office of the Company is situated at E-24, 25, 26, G.I.D.C., Manjusar, Ta. Savli, Vadodara – 391775, Gujarat,
India.
Changes in Registered Office of the Company since incorporation
There has not been any change in our Registered Office since incorporation till date of this Prospectus except below change:
From To With effect from Reason for Change

4, Neel Orchid, Plot No. 41, Sector E-24, 25, 26, G.I.D.C., Manjusar, Ta.
Change in State from
10, New Panvel (W) - 410206 Savli, Vadodara – 391775, Gujarat, October 08, 2021
Maharashtra to Gujarat
Mumbai, India. India
Our Main Object
The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:
1. To produce, cultivate, grow, develop, import, export and deal in all kinds of seeds whether hybrid, bio-generic, tissue
culture and other agro based products including cash crops and provisions, grains, spices, cereals, pulses, tea, coffee,
vegetables, fruits, flowers and to carry on the business of farmers, seeds man and nurserymen.
2. To manufacture, buy, sell, import, export and deal in all kinds of natural, artificial, synthetics and chemical pesticides,
insecticides, weedicides, fungicides, fertilizers, manure and other agro-chemicals.
Changes in Memorandum of Association
Except as stated below there has been no change in the Memorandum of Association of our Company since its Incorporation:
Sr. Date of
Particulars Type of Meeting
No. Meeting
Increase in Authorised Capital of the Company from Rs. 1,00,000 (One Lakh)
February Extra-Ordinary
1. divided into 10,000 equity shares of Rs. 10/- each to Rs. 25,00,000
15, 2007 General Meeting
(Twenty-Five Lakhs) divided into 2,50,000 equity shares of Rs. 10/- each
Increase in Authorised Capital of the Company from Rs. 25,00,000
September Annual General
2. (Twenty-Five Lakhs) divided into 2,50,000 equity shares of Rs. 10/- each to Rs.
29, 2007 Meeting
50,00,000 (Fifty Lakhs) divided into 5,00,000 equity shares of Rs. 10/- each
123
Increase in Authorised Capital of the Company from Rs. 50,00,000 (Fifty Lakhs)
December Extra-Ordinary
3. divided into 5,00,000 equity shares of Rs. 10/- each to Rs. 60,00,000 (Sixty
Lakhs) divided into 6,00,000 equity shares of Rs. 10/- each
Increase in Authorised Capital of the Company from Rs. 60,00,000 (Sixty
March 30, Extra-Ordinary
4. Lakhs) divided into 6,00,000 equity shares of Rs. 10/- each to Rs. 1,00,00,000
2011 General Meeting
(One Crore) divided into 10,00,000 equity shares of Rs. 10/- each
Increase in Authorised Capital of the Company from Rs. 1,00,00,000
September Extra-Ordinary
5. (One Crore) divided into 10,00,000 equity shares of Rs. 10/- each to Rs.
8,00,00,000 (Eight Crore) divided into 80,00,000 equity shares of Rs. 10/- each
Conversion of Company into Public limited Company and change in name of
company from Aristo Bio-Tech and Lifescience Private Limited to Aristo Bio- March 05, Extra-Ordinary
6.
Tech and Lifescience Limited vide fresh Certificate of Incorporation issued by 2020 General Meeting
Registrar of Companies, Mumbai dated May 20, 2020
Alteration of registered office clause in Memorandum of Association vide
January 25, Extra-Ordinary
7. Certificate of Registration of Regional Director order for Change of State dated
2021 General Meeting
November 18, 2021
Adopting New Articles of Association of the Company
Our Company has adopted a new set of Articles of Association of the Company, in the Extra-Ordinary General Meeting of the
Company dated March 05, 2020.
Key Events and Mile Stones
Year Key Events / Milestone / Achievements

2004-05 Incorporation of the Company in the name and style of “Aristo Bio-Tech and Lifescience Private Limited”
Started operations in certain part of Bhatinda district, Punjab & certain part of Sirsa District, Haryana.
2006-07 Allotment of Plot of Land in GIDC, company started its construction activities with required initial setup for
manufacturing of products and constructed of manufacturing and laboratory area, with highly equipped
Laboratory & Machineries.
2019-20 During the year Company achieved its landmark turnover of Rs. 200.00 Cr.
2020-21 Converted into Public Limited Company vide fresh certificate of incorporation dated May 20, 2020
2021-22 Change in state of registered office from state of Maharashtra to Gujarat vide Certificate of Registration dated
November 18, 2021
Other Details about our Company
For details of our Company’s activities, products, growth, technology, marketing strategy, competition and our customers, please
refer section titled “Business Overview”, “Management’s Discussion and Analysis of Financial Conditions and Results of
Operations” and “Basis for Issue Price” on pages 95, 184 and 76 respectively of this Prospectus. For details of our management
and managerial competence and for details of shareholding of our Promoters, please refer to sections titled “Our Management”
and “Capital Structure” beginning on pages 127 and 54 of this Prospectus respectively.
Acquisition of Business/Undertakings & Amalgamation
Except as disclose in this Prospectus, there has been no acquisition of business/undertakings, mergers, amalgamation since
incorporation.
Holding Company
As on the date of this Prospectus, our Company is not a subsidiary of any company.
Subsidiary of our Company
As on the date of this Prospectus, there are no subsidiaries of our Company.
124
Capital raising (Debt / Equity)
For details in relation to our capital raising activities through equity, please refer to the chapter titled “Capital Structure” beginning
on page 54 of this Prospectus. For details of our Company’s debt facilities, please refer section “Financial Information of our
Company” on page 146 of this Prospectus.
Time and Cost overruns in setting up projects
There has been no time / cost overrun in setting up projects by our Company.
Injunction or restraining order
There are no injunctions/ restraining orders that have been passed against the Company.
Revaluation of Assets
Our Company has not revalued its assets since incorporation
Defaults or Rescheduling of borrowings with financial institutions/banks and Conversion of loans into Equity Shares
There have been no defaults or rescheduling of borrowings with any financial institutions/banks as on the date of this Prospectus.
Furthermore, except as disclosed in chapter titled “Capital Structure” beginning on Page 54 of this Prospectus, none of the
Company's loans have been converted into equity in the past.
Lock-out or strikes
Our Company has, since incorporation, not been involved in any labour disputes or disturbances including strikes and lockouts.
As on the date of this Prospectus, our employees are not unionized.
Shareholders of our Company:
Our Company has Seven (7) shareholders as on the date of this Prospectus. For further details on the shareholding pattern of our
Company, please refer to the chapter titled “Capital Structure” beginning on page 54 of this Prospectus.
Changes in the Management
For details of change in Management, please see chapter titled “Our Management” on page 127 of this Prospectus.
Changes in activities of our Company during the last five (5) years
There has been no change in the business activities of our Company during last five (5) years from the date of this Prospectus
which may have had a material effect on the profit/loss account of our Company except as mentioned in Material development in
chapter titled “Management’s discussion and analysis of financial conditions & results of operations” beginning on page 184 of
this Prospectus.
Shareholders Agreements
As on the date of this Prospectus, there are no subsisting shareholder’s agreements among our shareholders in relation to our
Company, to which our Company is a party or otherwise has notice of the same.
Collaboration Agreements
As on the date of this Prospectus, our Company is not a party to any collaboration agreements.
Material Agreement
Our Company has not entered into any material agreements other than the agreements entered into by it in ordinary course of
business.
125
OTHER AGREEMENTS
Non-Compete Agreement
Our Company has not entered into any Non-compete Agreement as on the date of filing of this Prospectus.
Joint Venture Agreement
Except the agreements entered in the ordinary course of business carried on or intended to be carried on by us, we have not entered
into any other Joint Venture agreement.
Strategic Partners
Except as mentioned in this Prospectus, Our Company does not have any strategic partners as on the date of this Prospectus.
Financial Partners
Our Company does not have any financial partners as on the date of this Prospectus.
Corporate Profile of our Company
For details on the description of our Company’s activities, the growth of our Company, please see “Business Overview”,
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and “Basis of Issue Price” on pages
95, 184 and 76 of this Prospectus.
126
OUR MANAGEMENT
Board of Directors: As per the Articles of Association, our Company is required to have not less than Three (3) Directors and not
more than Fifteen (15) Directors. Currently, our Company has Eight (8) directors of which three (3) are Independent Directors and
two (2) are Non - Executive Director.
The following table sets forth the details regarding our Board of Directors of our Company as on the date of filing of this
Prospectus:
No. of Equity
Name, Father’s, Age, Designation, Date of
S. Shares held & %
Address, Experience, Occupation, Appointment Other Directorships
No. of Share holding
Qualifications, Nationality & DIN
(Pre Issue)
1. Mr. Narendra Singh Barhat Originally 22,80,000 Equity NIL
Father Name: Mr. Inder Singh Barhat appointed on the Shares; 45.65% of
Date of Birth: 08/09/1955 Board as Director Pre- Issue Paid up
Age: 67 Years w.e.f. March 17, capital
Designation: Chairman cum Managing 2005.
Director
Address: A-201, Nakshatra Heights, opp, Further re-
Urmi School, Sama Savli Road, Vadodara appointed as
- 390024, Gujarat, India Managing Director
Experience: 45 Years w.e.f. September
Occupation: Business 10, 2018 for a
Qualifications: Bachelor of Science - period of 5 years,
Agriculture not liable to retire
Nationality: Indian by rotation.
DIN: 00310306
Further designated
as chairman w.e.f.
March 20, 2022.
2. Mrs. Kusum Narendra Singh Barhat Originally 6,25,000 Equity NIL
Father Name: Mr. Hinglajdan Udaykaran appointed on the Shares; 12.51% of
Arha Board as Executive Pre- Issue Paid up
Date of Birth: 02/03/1962 Director w.e.f. capital.
Age: 60 Years March 17, 2005
Designation: Executive Director liable to retire by
Address: A-201, Nakshatra Heights, opp, rotation.
Urmi School, Sama Savli Road, Vadodara
- 390024, Gujarat, India
Experience: 30 Years
Occupation: Business
Qualifications: Under Matriculate
Nationality: Indian
DIN: 00310065
3. Mr. Ketankumar Harkantbhai Joshi Originally 7,20,000 Equity NIL
Father Name: Mr. Harkantbhai appointed on the Shares; 14.41% of
Maganbhai Joshi Board as Pre- Issue Paid up
Date of Birth: 25/12/1970 Additional Director capital.
Age: 51 Years w.e.f. August 27,
Designation: Whole Time Director 2018 and
Address: C-26, Zaverchand Park Society, regularize in AGM.
Old Padra Road, Opp. Reliance Mall,
Vadodra, Akota, Vadodra, 390020, Further re-
Gujarat. appointed as
Experience: 26 Years Whole Time
Occupation: Business Director w.e.f.
Qualifications: Bachelor in Mechanical March 20, 2022 not
Engineering liable to retire by
Nationality: Indian rotation.
127
No. of Equity
S. Shares held & %
(Pre Issue)
DIN: 02089127
4. Mr. Laxman Singh Rathore Appointed as NIL NIL
Father Name: Mr. Chain Singh Rathore Additional
Date of Birth: 04/07/1954 Independent
Age: 67 Years Director w.e.f.
Designation: Non - Executive Director September 10,
Address: 91, Girnar (16-A), Jagdish 2018.
Marg, Gandhi Path, Vaishali Nagar, Jaipur
– 302021, Rajasthan. Further regularized
Experience: 40 Years as Independent
Occupation: Service Director w.e.f.
Qualifications: Bachelor of Science September 29,
Nationality: Indian 2018 for a period of
DIN: 08218555 5 years, not liable
to retire by rotation
and resigned on
March 01, 2022
Further appointed
as Additional Non-
Executive Director
w.e.f March 20,
2022 liable to retire
by rotation and
regularized in the
EGM held on
06.04.2022.
5. Mr. Dipakkumar Harkant Joshi Appointed as NIL  Uptrend Skill Solutions
Father Name: Mr. Harkant Maganbhai Additional Non- Private Limited
Joshi Executive Director  Excel Skill Solutions
Date of Birth: 23/09/1972 w.e.f. August 30, Private Limited
Age: 49 Years. 2019.
Designation: Non - Executive Director
Address: C-26, Zaverchand Park Society, Further re-
Old Padra Road, Opp. Reliance Mall, appointed as Non-
Vadodra, Akota, Vadodra, 390020, Executive Director
Gujarat. w.e.f. September
Experience: 25 Years 30, 2019 liable to
Occupation: Service retire by rotation.
Qualifications: Bachelor of Commerce
Nationality: Indian
DIN: 08549339
6. Mr. Raghavender Mateti Appointed as NIL  NACL Industries Limited
Father Name: Mr. Ramappa Mateti Additional
Age: 70 Years Director w.e.f.
Designation: Independent Director September 10,
Address: Villa No.225, SA Palm 2018.
Meadows, VTC: Kompalle PO:
Kompally, Sub Dist: Qutubullapur Further re-
Medchalmalkajgiri Hyderabad – 500014, appointed as
Telangana, India Independent
Experience: 40 Years Director w.e.f.
Occupation: Service September 29,
Qualifications: Bachelor of Technology 2018 for a period of
Nationality: Indian 5 years, not liable
128
No. of Equity
S. Shares held & %
(Pre Issue)
DIN: 06826653 to retire by
rotation.
7. Ms. Rashmi Kamlesh Otavani Appointed as NIL  United Polyfab Gujarat
Father Name: Mr. Ajaykumar Aavatram Additional Limited
Aahuja Independent  Shree Ram Proteins
Date of Birth: 06/10/1980 Director on the Limited
Age: 41 Years Board w.e.f. March  Golf Ceramics Limited
Designation: Independent Director 20, 2022 and  Dynemic Products
Address: R-301, Ozone Glitters, Near further designated Limited
Galaxy Underbridge, Ahmedabad – as independent
382330, Gujarat, India director of the
Experience: 9 Years company for 5
Occupation: Service years in the EGM
Qualifications: Company Secretary held on April 06th,
Nationality: Indian 2022., not liable to
DIN: 06976600 retire by rotation.
8. Mr. Surendra Singh Lakhawat Appointed as NIL NIL
Father Name: Mr. Moti Singh Lakhawat Additional
Age: 68 Years Director on the
Designation: Independent Director Board w.e.f. May
Address: 112, Vasudev Marg, Nemi 19, 2022 for 5 years
Sagar Colony, Vaishali Nagar, Jaipur- and further
302021, Rajasthan, India regularized as
Experience: 44 Years independent
Occupation: Self Employed director of the
Qualifications: Master of Science company in AGM
Nationality: Indian at 30.07.2022 , not
DIN: 09611472 liable to retire by
rotation.
BRIEF PROFILE OF OUR DIRECTORS
1. Mr. Narendra Singh Barhat, Chairman cum Managing Director, Age: 67 Years
Mr. Narendra Singh Barhat, 67 years is Chairman and Managing Director and also the Promoter of our Company He is a Science
Graduate from Rajasthan College of Agriculture, Udaipur. He was appointed on the Board on March 17, 2005 and further
designated as the Chairman and Managing Director of the Company on September 10, 2018 for a period of 5 years not liable to
retire by rotation. He is having experience of 45 years in agrochemical industry. He is in charge of micromanaging, delegating
tasks, ensuring adequate and satisfactory work output. He adapts to changes in the industry and quickly makes adjustments to
operations if need. He leads in the industry, formulating new product offerings and goes above and beyond the efforts of the
competition to impress and satisfy every client. His ability to proficiently research and learn about new topics and concepts is such
an important attribute for the company. He is assertive yet considerate, passionate yet logical, persuasive, and inspiring.
2. Mrs. Kusum Narendra Singh Barhat, Executive Director, Age: 60 Years
Mrs. Kusum Narendra Singh Barhat, aged 59 years, is the Executive Director and also the Promoter of our Company. She is under
Matriculate. She was appointed on the Board on March 17, 2005. She develops corporate plans for a variety of HR matters such
as compensation, benefits, health and safety. She manages programs and lead staff while also possess a strong strategic mindset.
She bridges the gap between the top management and employees as well as with labor unions. She monitors adherence to internal
policies and legal standards. She has contributed remarkable 30 years of her life to the Company for its betterment and thus
Company has reached to its new heights with the help of her knowledge, experience and skills. She is is having experience of 30
years in administration and Management.
129
3. Mr. Ketankumar Harkantbhai Joshi, Whole-time Director, Age: 51 Years
Mr. Ketankumar Harkantbhai Joshi, aged 51 years is the Whole Time Director and also the Promoter of our Company. He holds
degree in Bachelor in Mechanical Engineering. He was originally appointed on the Board on August 27, 2018 and further
designated as the Whole Time Director of the Company on March 20, 2022 for a period of 5 years not liable to retire by rotation.
He is having experience of 26 years in agrochemical industry. He helped the organization to reach to new heights in its initial stage
of incorporation with the help of his substantial experiences and knowledge gained throughout his journey. He has vast knowledge
of the business & related industries.
4. Mr. Laxman Singh Rathore, Non-Executive Director, Age: 67 Years
Mr. Laxman Singh Rathore, aged 67 years is Independent Director of our Company. He was originally appointed as Additional
Director on the Board w.e.f. September 10, 2018 and further designated as independent director of the company on September 29,
2018 for 5 years and resign on March 01, 2022. Further appointed as Additional Non-Executive Director w.e.f March 20, 2022
liable to retire by rotation and regularized in the EGM on 06.04.2022. He holds degree in Bachelor of Science having experience
of 40 years in Meteorological Department and Weather Forecasting.
5. Mr. Dipakkumar Harkant Joshi, Non-Executive Director, Age: 49 Years
Mr. Dipakkumar Harkant Joshi, aged 49 years is Non-Executive Director of our Company. He was originally appointed on the
Board as Additional Director on the Board w.e.f. August 30, 2019 and further designated as non-executive director of the company
on in the AGM held on September 30, 2019 liable to retire by rotation. He holds degree in Bachelor degree of Commerce having
experience of 25 years in Banking Sector.
6. Mr. Raghavender Mateti, Independent Director, Age: 70 Years
Mr. Raghavender Mateti, aged 70 years is Independent Director of our Company. He was originally appointed as Additional
Director on the Board w.e.f. September 10, 2018 and further designated as independent director of the company on September 29,
2018 for 5 years not liable to retire by rotation. He holds degree in Bachelor of Technology having experience of 40 years in
agrochemical industry. He is a Business and Management strategy head specializing in creating multi-year roadmaps and directing
efforts to drive substantial and sustainable growth in revenue and profits in the Indian agrochemicals sector.
7. Ms. Rashmi Kamlesh Otavani, Independent Director, Age: 41 Years
Ms. Rashmi Kamlesh Otavani, aged 41 years is Independent Director of our Company. She was originally appointed as Additional
Independent Director on the Board w.e.f. March 20, 2022 and further designated as independent director of the company for 5
years not liable to retire by rotation. She holds degree in Company Secretary having experience of 9 years in Secretarial
compliances.
8. Mr. Surendra Singh Lakhawat, Independent Director, Age: 68 Years
Mr. Surendra Singh Lakhawat, aged 68 years is Independent Director of our Company. He was appointed as Independent
Additional Director on the Board w.e.f. May 19, 2022 for 5 years and further regularized as independent director of the company
in AGM at 30.07.2022, not liable to retire by rotation. He holds degree of Master of Science having experience of 35 years in
banking Sector and presently he is engaged with NGO’s for social services.
Confirmations
 None of our Directors is or was a director of any listed company during the last five years preceding the date of this Prospectus,
whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of their directorship in
such company.
 None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange
during the tenure of their directorship in such company.
 None of the above-mentioned Directors are on the RBI list of willful defaulters or fraudulent borrower as on the date of filling
of this Prospectus.
 Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors and person in control of our
Company has/ have not been not debarred from accessing the capital market by SEBI or any other Regulatory Authority.
 There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one year in
respect of Directors and promoters of our company.
130
Except as disclosed in chapter titled “Outstanding Litigations and Material Developments” beginning on Page 192 of this
Prospectus, there is no criminal cases filed or being undertaken with regard to alleged commission of any offence by any of our
directors which also effected the business of our company and none of directors of our Company have or has been charge-sheeted
with serious crimes like murder, rape, forgery, economic offences etc.
Further, our Company, our Promoter, persons forming part of our Promoter Group, Directors and person in control of our Company
has/ have not been not debarred from accessing the capital market by SEBI or any other Regulatory Authority.
Nature of any family relationship between any of our Directors:
Apart from Mr. Narendra Singh Barhat and Mrs. Kusum Narendra Singh Barhat who are related to each other as Husband and
Wife, and Mr. Ketankumar Harkantbhai Joshi & Mr. Dipakkumar Harkant Joshi who are related to each other as Brothers, none
of the Directors of the Company are related to each other as per Sec 2 (77) of Companies Act, 2013.
Arrangements with major Shareholders, Customers, Suppliers or Others:
We have not entered into any arrangement or understanding with our major shareholders, customers, suppliers or others, pursuant
to which any of our directors were selected as Directors or members of the senior management.
Service Contracts:
The Directors of our Company have not entered into any service contracts with our company which provides for benefits upon
termination of their employment.
Details of Borrowing Powers of Directors
Our Company has passed a Special Resolution in the Extra-ordinary General Meeting of the members held on August 12, 2019,
authorizing the Board of Directors of the Company under Section 180 (1) (c) of the Companies Act, 2013 to borrow from time to
time all such money as they may deem necessary for the purpose of business of our Company notwithstanding that money
borrowed by the Company together with the monies already borrowed by our Company may exceed the aggregate of the paid up
share capital and free reserves provided that the total amount borrowed by the Board of Directors shall not exceed the sum of Rs.
200 Crore (Rupees Two Hundred Crore only).
Compensation of our Managing Director and Whole Time Directors
The compensation payable to our Managing Director and Whole-time Directors will be governed as per the terms of their
appointment and shall be subject to the provisions of Sections 2(54), 2(94), 188,196,197,198 and 203 and any other applicable
provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act,2013 and the rules made there under
(including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 1956, for the time
being in force).
The following compensation has been approved for Managing Director and Whole Time Directors:
Particulars Mr. Narendra Singh Barhat Mr. Ketankumar Harkantbhai

Joshi
Re-Appointment / Change in Designation September 10, 2018 March 20, 2022
Designation Managing Director Whole-Time Director
Term of Appointment 5 Years 5 Years
Rs. 48.00 Lakhs per annum + Rs. 27.00 Lakhs per annum +
Remuneration Payable from FY 2022-23
Perquisites Perquisites
Rs. 48.00 Lakhs per annum + Rs. 27.00 Lakhs per annum +
Remuneration paid for Year 2021-22
Perquisites Perquisites
Our company does not have any Subsidiary Company.
Bonus or Profit Sharing Plan for our Directors
We have no bonus or profit-sharing plan for our Directors.
131
Sitting Fee
The Articles of Association of our Company provides that payment of sitting fees to Directors (other than Managing Director &
Whole- Time Directors) for attending a meeting of the Board or a Committee thereof shall be decided by the Board of Directors
from time to time within the applicable maximum limits. Our Board of Directors has resolved in their meeting dated April 09,
2022 for payment to all Non-Executive Independent Directors for attending each such meeting of the Board or Committee thereof.
SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY
Sr. No. Name of Director No. of Shares held Holding in %

None of the Independent Directors of the Company holds any Equity Shares of Company as on the date of this Prospectus
Our Articles of Association do not require our directors to hold any qualification Equity Shares in the Company.
INTEREST OF DIRECTORS
All the Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board of
Directors or a Committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them
under the Articles, and to the extent of remuneration paid to them for services rendered as an officer or employee of the Company.
For further details, please refer- “Compensation of our Managing Director a Whole Time Directors” above, under chapter titled
“Our Management” beginning on page 127 of this Prospectus
Our directors may also be regarded as interested their shareholding and dividend payable thereon, if any, Our Directors are also
interested to the extent of Equity Shares, if any held by them in our Company or held by their relatives. Further our Directors are
interested in the Company in the following manner:
Director Particulars
Mr. Narendra Singh Barhat - Our director has given personal guarantee for loan of Company from Bank of Baroda.
- Our Director has given unsecured loan to our Company.
Mrs. Kusum Narendra Singh - The Corresponding Office of the Company is taken on rent from our Director Mrs.
Barhat Kusum Narendra Singh Barhat for a period of 60 months at a monthly rent of Rs.
20,000.
- Our director has given unsecured loan to our Company.
- Our director has given personal guarantee for loan of Company from Bank of Baroda.
Mr. Ketankumar Harkantbhai Joshi - Our director has given personal guarantee for loan of Company from Bank of Baroda.
- Our director has given unsecured loan to our Company.
Further our director may also be interested to the extent of unsecured loans, if any, given by them to our Company or by their
relatives or by the companies/ firms in which they are interested as directors/Members/Partners. Further our directors may also be
interested to the extent of loans, if any, taken by them or their relatives or taken by the companies/ firms in which they are interested
as Directors/Members/Partners.
All 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 in which they hold Directorships or any partnership firm in which they are partners.
Except as stated otherwise in this Prospectus, our Company has not entered into any Contract, Agreements or Arrangements during
the preceding two years from the date of this Prospectus in which the Directors are interested directly or indirectly and no payments
have been made to them in respect of the contracts, agreements or arrangements which are proposed to be entered into with them.
Except as stated in this section “Our Management” or the section titled “Restated Financial Statement - Related Party Transactions”
beginning on page 127 and 146 respectively of this Prospectus, and except to the extent of shareholding in our Company, our
Directors do not have any other interest in our business.
132
Interest in the property of Our Company
Except as disclosed above and in the chapters titled “Business Overview” and “Restated Financial Statement – Related Party
Transactions” and “History and Corporate Structure” on page 95, 146 and 123 respectively of this Prospectus, our Directors do
not have any interest in any property acquired two years prior to the date of this Prospectus.
CHANGES IN BOARD OF DIRECTORS IN LAST 3 YEARS
Sr. No. Name Date & Nature of Change Reasons for Change
Mr. Dipakkumar Harkant Appointed on Board as Additional Director w.e.f. To ensure better Corporate
1.
Joshi August 30, 2019 Governance
Mr. Dipakkumar Harkant Change in designation as Non-Executive Director in To ensure better Corporate
2.
Joshi the AGM held on September 30, 2019 Governance
Mr. Ketankumar Re-designated as Whole-time Director w.e.f. March To ensure better Corporate
3.
Harkantbhai Joshi 20, 2022 Governance
Resigned on March 01, 2022 and further appointed
as Additional Non-Executive Director w.e.f March To ensure better Corporate
4. Mr. Laxman Singh Rathore
20, 2022 and regularized in the EGM held on Governance
06.04.2022.
Re-designated as chairman in meeting held on March To ensure better Corporate
5. Mr. Narendra Singh Barhat
20, 2022. Governance
Appointed as Additional Director on the Board w.e.f.
Ms. Rashmi Kamlesh March 20, 2022 and further designated as To ensure better Corporate
6.
Otavani independent director of the company in the EGM Governance
held on 06.04.2022 for 5 years.
Appointed as Additional Director on the Board w.e.f.
Mr. Parag Sureshbhai March 20, 2022 and further designated as To ensure better Corporate
7.
Sumaria independent director of the company in the EGM Governance
held on 06.04.2022 for 5 years.
Mr. Parag Sureshbhai Resignation due to personal
8. Resignation on May 19, 2022
Sumaria reason.
Appointed as Independent Director on the Board
Mr. Surendra Singh To ensure better Corporate
9. w.e.f. May 19, 2022 for 5 years and regularize in
Lakhawat Governance
AGM on 30.07.2022
MANAGEMENT ORGANISATION STRUCTURE
The following chart depicts our Management Organization Structure: -

(Chairman & Managing Director)
Ketankumar Harkantbhai
Joshi Mrs. Kusum Narendra (Company Secretary
Singh Barhat Manufacturing
(Whole-Time Director & & Complaince and Marketing
(Director) Officer)
CFO)
Secretarial
Department Production
Human Resource
Finance and Department
Accounts
Sales and Promotion
133
COMPLIANCE WITH CORPORATE GOVERNANCE
In addition to the applicable provisions of the Companies Act, 2013, provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended and SEBI (ICDR) Regulations, 2018 in respect of corporate governance will be
applicable to our Company immediately upon the listing of our Company’s Equity Shares on the SME Platform of NSE. The
requirements pertaining to constitution of the committees such as the Audit Committee, Stakeholders Relationship Committee
and Nomination and Remuneration Committees have been complied with.
Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations and in accordance with
the best practices in corporate governance. Our Board functions either as a full board or through various committees constituted
to oversee specific operational areas. The executive management provides our Board detailed reports on its performance
periodically.
Our Board of Directors consist of Eight (8) directors of which three (3) are Independent Directors and one (2) is Non-Executive
Director (as defined under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Our Company has constituted the following committees:
1. Audit Committee
Our Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated April 09, 2022 and
reconstituted on May 19, 2022, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply
with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Company’s Equity shares on SME platform
of NSE, the constituted Audit Committee comprises following members:
Name of the Director Status in Committee Nature of Directorship

Mr. Surendra Singh Lakhawat Chairman Non-Executive Independent Director
Mr. Raghavender Mateti Member Non-Executive Independent Director
Mr. Dipakkumar Harkantbhai Joshi Member Non-Executive Director
The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee
shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit
Committee and its terms of reference shall include the following:
A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the
Board, to carry out the functions of the Audit Committee as approved by the Board.
B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse
between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee,
whichever is higher but there shall be presence of minimum two Independent members at each meeting.
C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation,
2015 as amended and Companies Act, 2013 shall be as under:
1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board
for approval;
5. Reviewing, with the management, the half yearly financial statements 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 clause (c) of sub-section (3) of Section 134 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 management;
 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;
 modified opinion(s) in the draft audit report;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document /
134
prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including
the observations of the auditors and review of financial statement before their submission to the Board and may also discuss
any related issues with the internal and statutory auditors and the management of the company.
16. Discussing with the 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;
17. 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;
18. 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;
19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4)
of Companies Act 2013 or referred to it by the Board.
20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors;
21. To review the functioning of the whistle blower mechanism;
22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading
the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;
23. Audit committee shall oversee the vigil mechanism.
24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.
25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI
Listing Regulations 2015.
Further, the Audit Committee shall mandatorily review the following:
a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and
e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee.
f) Statement of deviations:
 Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
 Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7).
2. Stakeholders Relationship Committee
Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulations, 2015 as
amended vide Resolution dated April 09, 2022 and reconstituted on May 19, 2022. The constituted Stakeholders Relationship
Committee comprises the following:

Mr. Dipakkumar Harkant Joshi Chairman Non-Executive Director
Ms. Rashmi Kamlesh Otavani Member Non-Executive Independent Director
Mr. Surendra Singh Lakhawat Member Non-Executive Independent Director
The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The scope and
function of the Stakeholders Relationship Committee and its terms of reference shall include the following:
135
A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by
the Board.
B. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four
months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of
complaints received from the shareholders of the Company. The quorum shall be two members present.
C. Terms of Reference: Redressal of shareholders’ and investors’ complaints, including and in respect of:
 Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and
vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording
transfers have been fully utilized.
 Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
 Review the process and mechanism of redressal of Shareholders’ /Investor’s grievance and suggest measures of
improving the system of redressal of Shareholders’ /Investors’ grievances.
 Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-
receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in
discharge of his duties.
 Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly
received and resolved them.
 Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider
Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading)
Regulations, 2015 as amended from time to time.
 Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution
passed by it in a duly conducted Meeting, and
 Carrying out any other function contained in the equity listing agreements as and when amended from time to time.
3. Nomination and Remuneration Committee
Our Company has formed the Nomination and Remuneration Committee as per Regulation 19 of SEBI Listing Regulations, 2015
as amended vide Resolution dated April 09, 2022 and reconstituted on May 19, 2022. The Nomination and Remuneration
Committee comprise the following:

Mr. Raghavender Mateti Chairman Non-Executive Independent Director
Mr. Surendra Singh Lakhawat Member Non-Executive Independent Director
Mr. Dipakkumar Harkant Joshi Member Non-Executive Director
The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and
function of the Committee and its terms of reference shall include the following:
A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board.
B. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the
meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the
nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries;
however, it shall be up to the chairperson to decide who shall answer the queries.
C. Role of Terms of Reference:
 Identify persons who are qualified to become directors and may be appointed in senior management in accordance with
the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every
director’s performance;
 Formulate the criteria for determining the qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;
 Formulation of criteria for evaluation of performance of independent directors and the board of directors;
 Devising a policy on diversity of board of directors;
 Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
136
performance evaluation of independent directors;
 Determine our Company’s policy on specific remuneration package for the Managing Director / Executive Director
including pension rights;
 Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;
 Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the
performance and determine the amount of incentive of the Executive Directors for that purpose.
 Decide the amount of Commission payable to the Whole Time Directors;
 Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the
performance of the Company, standards prevailing in the industry, statutory guidelines etc; and
 To formulate and administer the Employee Stock Option Scheme.
POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING
The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company
immediately upon the listing of its Equity Shares on the SME platform of NSE. We shall comply with the requirements of the
SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges.
The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence
to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall
supervision of the Board.
POLICY FOR DETERMINATION OF MATERIALITY & MATERIALITY OF RELATED PARTY TRANSACTIONS

AND ON DEALING WITH RELATED PARTY TRANSACTIONS
The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be applicable to our
Company immediately upon the listing of Equity Shares of our Company on SME Platform of NSE. We shall comply with the
requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on listing of Equity Shares on the
SME platform of NSE. The Board of Directors at their meeting held on April 09, 2022 have approved and adopted the policy for
determination of materiality and determination of materiality of related party transactions and on dealing with related party
transactions.
Our Key Managerial Personnel
Our Company is supported by a well-laid team having good exposure to various operational aspects of our line of business. A brief
about the Key Managerial Personnel of our Company is given below:
Over all
Compensation
experien Previous
Name, Designation & Educational Age Date of joining as paid for the F.Y
ce employme
Qualification (Year) KMP ended 2022
(in nt
(in Rs Lakhs)
years)
Name: Mr. Narendra Singh Barhat Chairman w.e.f March
Designation: Chairman and Managing 20, 2022 and Managing
67 48.00 45 --
Director Director and w.e.f
Qualification: Bachelor of Science September 10, 2018
Name: Mr. Ketankumar Harkantbhai Chief Financial officer
Joshi appointed on September
Designation: Whole Time Director & 10, 2018
Chief Financial Officer 51 27.00 26 --
Qualification: Bachelor in Mechanical Designated as Whole
Engineering time Director w.e.f
March 20, 2022
Name: Ms. Neha Batra
Designation: Company Secretary & Appointed on August
31 3.37 7 --
Compliance Officer 27, 2018
Qualification: Company Secretary
137
BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL
1. Mr. Narendra Singh Barhat, Chairman cum Managing Director, Age: 67 Years
Mr. Narendra Singh Barhat, 67 years is Chairman and Managing Director and also the Promoter of our Company He is a Science
Graduate from Rajasthan College of Agriculture, Udaipur. He was appointed on the Board on March 17, 2005 and further
designated as the Chairman and Managing Director of the Company on September 10, 2018 for a period of 5 years not liable to
retire by rotation. He is having experience of 45 years in agrochemical industry. He is in charge of micromanaging, delegating
tasks, ensuring adequate and satisfactory work output. He adapts to changes in the industry and quickly makes adjustments to
operations if need. He leads in the industry, formulating new product offerings and goes above and beyond the efforts of the
competition to impress and satisfy every client. His ability to proficiently research and learn about new topics and concepts is such
an important attribute for the company. He is assertive yet considerate, passionate yet logical, persuasive, and inspiring.
2. Mrs. Kusum Narendra Singh Barhat, Executive Director, Age: 60 Years
Mrs. Kusum Narendra Singh Barhat, aged 59 years, is the Executive Director and also the Promoter of our Company. She is under
Matriculate. She was appointed on the Board on March 17, 2005. She develops corporate plans for a variety of HR matters such
as compensation, benefits, health and safety. She manages programs and lead staff while also possess a strong strategic mindset.
She bridges the gap between the top management and employees as well as with labor unions. She monitors adherence to internal
policies and legal standards. She has contributed remarkable 30 years of her life to the Company for its betterment and thus
Company has reached to its new heights with the help of her knowledge, experience and skills. She is is having experience of 30
years in administration and Management.
3. Ms. Neha Batra, Company Secretary and Compliance Officer, Age: 31 Years
Ms. Neha Batra is Company Secretary and Compliance Officer of our Company. She is qualified Company Secretary from institute
of Company Secretaries of India. In the past, she was in practice from 2015-2018. She looks after the Secretarial matters of our
Company and has vast experience of more than 7 years in secretarial compliances. She joined our Company on August 27, 2018.
RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL
None of the KMP of the Company are related to each other.
We confirm that:
a. All the persons named as our Key Managerial Personnel above are the permanent employees of our Company.
b. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above
mentioned Key Managerial Personnel have been recruited.
c. None of our KMPs except Mr. Narendra Singh Barhat and Mr. Ketankumar Harkantbhai Joshi, are also part of the Board of
Directors.
d. In respect of all above mentioned Key Managerial Personnel there has been no contingent or deferred compensation accrued
for the year ended March 31, 2022.
e. Except for the terms set forth in the appointment Letters the Key Managerial Personnel have not entered into any other
contractual arrangements or service contracts (including retirement and termination benefits) with the issuer.
f. Our Company does not have any bonus/profit sharing plan for any of the Key Managerial Personnel.
g. None of the Key Managerial Personnel in our Company hold any shares of our Company as on the date of filing of this
Prospectus except as under:
Sr. No. Name of Director No. of Shares held Holding in %

1. Mr. Narendra Singh Barhat 22,80,000 45.60%
2. Mr. Ketankumar Harkantbhai Joshi 7,20,000 14.50%
h. Presently, we do not have ESOP/ESPS scheme for our employees.

i. The turnover of KMPs is not high, compared to the Industry to which our Company belongs.
Payment of Benefits to Officers of our Company (non-salary related)
Except for any statutory payments made by our Company upon termination of services of its officer or employees, our Company
has not paid any sum, any non-salary amount or benefit to any of its officers or to its employees including amounts towards super
annuations, ex-gratia/rewards.
138
Changes in the Key Managerial Personnel in last three years:
There have been no changes in the Key Managerial Personnel of our Company during the last three years except as stated below:
Date of Appointment/
Sr.
Name Designation Cessation/Promotion/ Reasons
No.
Transfer
Re-designated as Whole-time
Mr. Ketankumar Harkantbhai To ensure better
1. Whole-time Director Director w.e.f. March 20,
Joshi Corporate Governance
2022
Re-designated as chairman in
To ensure better
2. Mr. Narendra Singh Barhat Chairman meeting held on March 20,
Corporate Governance
2022.
INTEREST OF KEY MANAGERIAL PERSONNEL IN OUR COMPANY
Apart from shares held in the Company, and to the extent of remuneration allowed and reimbursement of expenses incurred by
them for or on behalf of the Company and to the extent of loans and advances made to or borrowed from the Company, none of
our Key managerial personal are interested in our Company.
Further our Key Managerial Personnel (KMP) are interested in the Company in the following manner:
Key Managerial Person (KMP) Particulars

Mr. Narendra Singh Barhat - Our KMP has given personal guarantee for loan of Company from Bank of Baroda.
- Our KMP has given unsecured loan to our Company.
Mr. Ketankumar Harkantbhai Joshi - Our KMP has given personal guarantee for loan of Company from Bank of Baroda.
- Our KMP has given unsecured loan to our Company.
Except as provided in this Prospectus, we have not entered into any contract, agreement or arrangement during the preceding 2
(two) years from the date of this Prospectus in which the Key Managerial Personnel are interested directly or indirectly and no
payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them.
For the details unsecured loan taken from or given to our Directors/KMPs and for details of transaction entered by them in the past
please refer to “Annexure U - Statement of Related Party Transaction” under chapter “Restated Financial Statement” on page 146
of this Prospectus.
OTHER BENEFITS TO OUR KEY MANAGERIAL PERSONNEL
Except as stated in this Prospectus, there are no other benefits payable to our Key Managerial Personnel.
EMPLOYEES
The details about our employees appear under the Paragraph titled ―Human Resource in Chapter Titled ― Business Overview
139
OUR PROMOTERS & PROMOTER GROUP
Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat & Mr. Ketankumar Harkantbhai Joshi are the Promoters of our
Company.
As on the date of this Prospectus, Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat & Mr. Ketankumar Harkantbhai
Joshi are holding 36,25,000 Equity Shares which constitutes 72.57% of the issued and paid-up Equity Share capital of our
Company. Our Promoter and Promoter Group will continue to hold the majority of our post- Issue paid-up equity share capital of
our Company.
Details of our Promoters: -
Mr. Narendra Singh Barhat, Chairman cum Managing Director

Qualification Bachelor of Science
Date of Birth 08/09/1955
Age 67 Years
Address A-201, Nakshatra Heights, opp, Urmi
School, Sama Savli Road, Vadodara -
390024, Gujarat, India
Experience 45 years
Occupation Business
Permanent Account Number ABWPM7390M
Passport Number P6981251
Driving License Number RJ27 19960080992
No. of Equity Shares held in 22,80,000 Equity Shares of ₹ 10 each;
ABLL[% of Shareholding (Pre 45.60.% of Pre- Issue Paid up capital
Issue)]
DIN 00310306
Other Interests Partnership Firm:
Orchid Agro Systems
Proprietorship Firm:
Kinlak Biotech
HUF:
N.S. Barhat HUF
Mrs. Kusum Narendra Singh Barhat, Executive Director

Qualification Under Matriculate
Age 60 Years
Address A-201, Nakshatra Heights, opp, Urmi
School, Sama Savli Road, Vadodara -
390024, Gujarat, India
Experience 30 years
Occupation Business
Permanent Account Number AJBPB7143F
Passport Number P6351389
Driving License Number Not Applicable
No. of Equity Shares held in 6,25,000 Equity Shares of ₹ 10 each 12.50 %
ABLL[% of Shareholding (Pre of Pre- Issue Paid up capital
Issue)]
DIN 00310065
Other Interests HUF:
N.S. Barhat HUF.
Mrs. Ketankumar Harkantbhai Joshi, Whole Time Director
Qualification Bachelor in Mechanical Engineering
Age 51 Years
140
Address C-26, Zaverchand Park Society, Old Padra
Road, Opp. Reliance Mall, Vadodra, Akota,
Vadodra, 390020, Gujarat.
Experience 26 years
Occupation Business
Permanent Account Number ACRPJ4984F
Passport Number K6046253
Driving License Number GJ06 19920055829
No. of Equity Shares held in 7,20,000 Equity Shares of ₹ 10 each; 14.50%
ABLL[% of Shareholding (Pre of Pre- Issue Paid up capital
Issue)]
DIN 02089127
Other Interests Partnership Firm:
Orchid Agro Systems
Declaration
We confirm that the Permanent Account Number, Bank Account Number, Aadhar Card Number, Passport Number and Driving
License of the Promoters which are available have been submitted to NSE at the time of filing of Prospectus with them.
Present Promoter of Our Company are Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat & Mr. Ketankumar
Harkantbhai Joshi. Initial subscribers to the MoA of Our Company were Mr. Narendra Singh Barhat and Mrs. Kusum Narendra
Singh Barhat. For details of the shareholding acquired by the current promoter of our Company refer the capital buildup of our
Promoter under chapter “Capital Structure” beginning on page 54 of this Prospectus.
Undertaking/ Confirmations
None of our Promoter or Promoter Group or Group Company or person in control of our Company has been:
 prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling or dealing in
securities under any order or direction passed by SEBI or any other authority or
 refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.
No material regulatory or disciplinary action is taken by any by a stock exchange or regulatory authority in the past one year in
respect of our Promoter, Group Company and Company promoted by the promoter of our company.
There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders, banks, FIs by
our Company, our Promoter, Group Company and Company promoted by the promoter during the past three years.
The litigation record, the nature of litigation, and status of litigation of our Company, Promoter, Group company and Company
promoted by the Promoter are disclosed in chapter titled “Outstanding Litigations and Material Developments” beginning on page
None of our Promoter, person in control of our Company are or have ever been a promoter, director or person in control of any
other company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or any other
authority.
Further, neither our Promoter, the promoter group members nor our Group Company have been declared as a willful defaulter or
a fraudulent borrower by the RBI or any other government authority nor there are any violations of securities laws committed by
them in the past and no proceedings for violation of securities laws are pending against them.
Common Pursuits/ Conflict of Interest
Except our Promoter Group Entity i.e. Orchid Agro Systems and Kinlak Biotech which are engaged in similar line of business,
there is no other entity/ Group Companies which are engaged in similar line of business as our Company as on date of this
Prospectus.
We shall adopt the necessary procedures and practices as permitted by law to address any conflicting situations, as and when they
may arise.
141
Interest in promotion of Our Company
The Promoter are interested to the extent of their shareholding in the Company, and any dividend and distributions which may be
made by the Company in future. The related party transactions are disclosed in “Financial information of our company” and “Our
Management – Interest of Directors” and “Our Management – Interest of Key Managerial Personnel” on pages 146 & 127 of this
Prospectus, respectively.
Interest in the property of Our Company
Except as mentioned in this Prospectus, our Promoter do not have any other interest in any property acquired by our Company in
a period of two years before filing of this Prospectus or proposed to be acquired by us till date of filing the Prospectus with RoC.
Other Interest of Promoters
Our Promoter Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat & Mr. Ketankumar Harkantbhai Joshi are interested
to the extent of their shareholding and shareholding of their relatives in our Company. Our Promoter Mr. Narendra Singh Barhat,
Mrs. Kusum Narendra Singh Barhat & Mr. Ketankumar Harkantbhai Joshi who are also the Chairman cum Managing Director &
Whole Time Directors respectively of our Company may be deemed to be interested to the extent of their remuneration, as per the
terms of their appointment and reimbursement of expenses payable to them. Our Promoters may also be deemed interested to the
extent of any unsecured loan given/taken by them to/from our Company.
Further our Promoters are interested in the Company in the following manner:
Promoter Particulars
Mr. Narendra Singh Barhat - Our Promoter has given personal guarantee for loan of Company from Bank of Baroda.
- Our Promoter has given unsecured loan to our Company.
Mrs. Kusum Narendra Singh - The Corresponding Office of the Company is taken on rent from our Promoter Mrs.
Barhat Kusum Narendra Singh Barhat for a period of 60 months at a monthly rent of Rs.
20,000.
- Our Promoter has given personal guarantee for loan of Company from Bank of Baroda.
Mr. Ketankumar Harkantbhai Joshi - Our Promoter has given personal guarantee for loan of Company from Bank of Baroda.
For transaction in respect of loans and other monetary transaction entered in past please refer Annexure U on “Restated statement
of Related Party Transactions” under chapter titled “Restated Financial Statements” on page 146 of this Prospectus.
Except as stated otherwise in this Prospectus, our Company has not entered into any contract, agreements or arrangements during
the preceding two years from the date of this Prospectus or proposes to enter into any such contract in which our Promoter are
directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements
which are proposed to be made with them.
Experience of Promoters in the line of business
Our Promoter Mr. Narendra Singh Barhat, Mrs. Kusum Narendra Singh Barhat & Mr. Ketankumar Harkantbhai Joshi have
experience of 45 years, 30 years & 26 years respectively. The Company shall also endeavor to ensure that relevant professional
help is sought as and when required in the future.
Related Party Transactions
For the transactions with our Promoter Group entities please refer to section titled “Annexure – U Restated Statement of Related
Party Transactions” under chapter titled “Restated Financial Statements” on page 146 of this Prospectus.
Except as stated in “Annexure – U Restated Statement of Related Party Transactions” beginning under chapter titled “Restated
Financial Statements” on page 146 of this Prospectus., and as stated therein, our Promoter or any of the Promoter Group do not
have any other interest in our business.
142
Payment or Benefit to Promoter of Our Company
For details of payments or benefits paid to our Promoter, please refer to the chapter titled “Our Management” beginning on page
127 of this Prospectus. Also refer Annexure U on “Restated Statement of Related Party Transactions” under chapter titled
“Restated Financial Statements” on page 146 of this Prospectus.
Companies / Firms from which the Promoter have disassociated themselves in the last (3) three years
Our Promoter has not disassociated themselves from any of the Companies, Firms or other entities during the last three years
preceding the date of this Prospectus except in Aristo Hi-Care LLP which was dissolved on November 15, 2021.
Other ventures of our Promoter
Save and except as disclosed in this section titled “Our Promoters and Promoter Group” and “Information with respect of Group
Companies” beginning on page 140 & 205 respectively of this Prospectus, there are no ventures promoted by our Promoter in
which they have any business interests/ other interests as on date of this Prospectus.
Litigation details pertaining to our Promoter
For details on litigations and disputes pending against the Promoter and defaults made by the Promoter please refer to the section
titled “Outstanding Litigations and Material Developments” beginning on page 192 of this Prospectus.
OUR PROMOTER GROUP
In addition to the Promoter named above, the following natural persons are part of our Promoter Group:
1. Natural Persons who are part of the Promoter Group
As per Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018, the Natural persons who are part of the Promoter Group (due
to their relationship with the Promoter), other than the Promoters, are as follows:
Relationship Narendra Singh Barhat Kusum Narendra Singh Ketankumar Harkantbhai

Barhat Joshi
Father Late Inder Singh Barhat Late Hingalajdan Arha Harkant Joshi
Mother Late Kantakumari Barhat Late Sugan Kunvar Arha Urmila H. Joshi
Kusum Narendra Singh
Spouse Narendra Singh Barhat Neeta Joshi
Barhat
Late Ashok Barhat Rajkumar Arha*
Sudhir Barhat*
Brother Deepak Joshi
Rajendra Singh Barhat* Sunil Arha*
Jeevan Barhat*
Sister Late Vijaylaxmi Rajawat
Late Nirmala Kaviraj -- Vatsala Tamboli
Rajeshwari Bithu*
Son Himanshu Barhat Himanshu Barhat -
Shloka Joshi
Daughter Richa Barhat Richa Barhat
Nishka Joshi
Spouse's Father Late Hingalajdan Arha Late Inder Singh Barhat Rameshchandra D. Mehta
Spouse's Mother Late Sugan Kunvar Arha Late Kantakumari Barhat Neela R. Mehta
Rajkumar Arha* Late Ashok Barhat Bhaveshchandra Mehta
Sudhir Barhat*
Spouse's Brother
Sunil Arha* Rajendra Singh Barhat* Viren Mehta
Jeevan Barhat*
Late Vijaylaxmi Rajawat
Spouse's Sister -- Late Nirmala Kaviraj -
Rajeshwari Bithu*
Mr. Sudhir Barhat, Mr. Rajendra Singh Barhat, Mr. Jeevan Barhat, Mrs. Rajeshwari Bithu, Mr. Rajkumar Arha and Mr. Sunil
Arha have been disclosed as part of our Promoter Group on the basis of them being an immediate relative of our Promoters Mr.
143
Narendra Singh Barhat and Mrs. Kusum Narendra Singh Barhat. Such persons however do not maintain any cordial relations,
arrangement, dealing with our Company, neither have they entered into any financial transactions with us nor have any interest in
the business activities of our Company. The Company has taken course of action for collecting the information from said relatives,
on April 09, 2022. Company had sent the request letter for providing the information in respect to IPO to the said relatives but
they haven’t provided any response on it.
Further, on April 21, 2022 Company had sent reminder letter to the said relative for providing the information but no response was
received. Further, Company had given 2nd reminder on April 26, 2022 but no response had been received by the company in the
subject matter.
As the Company was unable to receive their consent or any other information from them, only their name is included as the
immediate relatives of our Promoters Mr. Narendra Singh Barhat and Mrs. Kusum Narendra Singh Barhat, no other information
relative to above immediate relative is disclosed in this Prospectus.
2. Corporate Entities or Firms forming part of the Promoter Group
As per Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018, the following entities would form part of our Promoter Group:
- Orchid Agro Systems

- N.S. Barhat HUF
- Kinlak Biotech
- Uptrend Skill Solutions Private Limited
- Universal Containers
144
DIVIDEND POLICY
Under the Companies Act, our Company can pay dividends upon a recommendation by our Board of Directors and approval by
the shareholders at the general meeting of our Company. The Articles of Association of our Company give our shareholders, the
right to decrease, and not to increase, the amount of dividend recommended by the Board of Directors.
The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim
dividends. No dividend shall be payable for any financial except out of profits of our Company for that year or that of any previous
financial year or years, which shall be arrived at after providing for depreciation in accordance with the provisions of Companies
Act, 2013.
Our Company does not have any formal dividend policy for declaration of dividend in respect of the Equity Shares. The declaration
and payment of dividend will be recommended by our Board of Directors and approved by the shareholders of our Company at
their discretion and may depend on a number of factors, including the results of operations, earnings, Company's future expansion
plans, capital requirements and surplus, general financial condition, contractual restrictions, applicable Indian legal restrictions
and other factors considered relevant by our Board of Directors.
Our Company has not declared any dividend on the Equity Shares in last five years. Our Company’s corporate actions pertaining
to payment of dividends in the past are not to be taken as being indicative of the payment of dividends by our Company in the
future.
145
SECTION IX - FINANCIAL INFORMATION OF OUR COMPANY
RESTATED FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT ON RESTATED FINANCIAL INFORMATION

(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of
Securities) Rules, 2014)
To,
The Board of Directors,
E-24/25/26, G.I.D.C, Manjusar, Tal Savli,
Dist. Vadodara, Gujarat, India - 391775
Dear Sir,
We have examined the attached Restated Audited Financial Information of ARISTO BIO-TECH AND LIFESCIENCE LIMITED
comprising the Restated Audited Statement of Assets and Liabilities for the period ended 30th September, 2022 and as at 31st
March, 2022, 31st March, 2021 & 31st March, 2020 the Restated Audited Statement of Profit & Loss, the Restated Audited Cash
Flow Statement for the period ended 30th September, 2022 and for the financial year ended 31st March, 2022, 31st March, 2021
& 31st March, 2020 the Summary statement of Significant Accounting Policies and other explanatory Information (Collectively
the Restated Financial Information) as approved by the Board of Directors in their meeting held on 22/12/2022 for the purpose
of inclusion in the Offer Document, prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO)
and prepared in terms of the requirement of:-
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (“ICDR
Regulations”) as amended (ICDR Regulations”); and related amendments / clarifications from time to time issued by the
Securities and Exchange Board of India (“SEBI”);
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants
of India as amended from time to time. (“The Guidance Note”).
The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of
inclusion in the offer document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of
Companies, Gujarat, Dadra & Nagar Havelli in connection with the proposed IPO. The Restated Financial Information has been
prepared by the management of the Company for the period ended 30th September, 2022 and for the year ended 31st March,
2022, 31st March, 2021 & 31st March, 2020 on the basis of preparation stated in ANNEXURE – IV to the Restated Financial
Information. The Board of Directors of the company’s responsibility includes designing, implementing and maintaining adequate
internal control relevant to the preparation and presentation of the Restated Financial Information. The board of directors are also
responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.
We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated
07/10/2022 in connection with the proposed IPO of equity shares of the Company;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the
Restated Financial Information; and,
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting
your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection
with the IPO.
These Restated Financial Information have been compiled by the management from:
a) Audited financial statements of company for the period ended 30th September, 2022 and for the financial year ended on
31st March, 2022, 31st March, 2021 & 31st March, 2020 prepared in accordance with the Accounting Standards as
prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and
other accounting principles generally accepted in India.
146
For the purpose of our examination, we have relied on:
a) Auditors’ Report issued by us dated 22/12/2022 for period ended September 30, 2022, Auditors’ Report issued by us dated
23/07/2022 for the Financial year ended on 31st March, 2022, Auditors’ Report issued by us dated 14/09/2021 for period
ended 31st March, 2021 and dated 07/11/2020 for period ended 31st March, 2020.
b) The audit was conducted by us, and accordingly reliance has been placed on the statement of assets and liabilities and
statements of profit and loss, the Significant Accounting Policies, and other explanatory information and (collectively, the
Audited Financial Statement”) examined by us for the said years.
The modification in restated financials were carried out based on the modified reports, if any, issued by us which giving rise to
modifications on the financial statements for the period ended 30th September, 2022 and for the years ended 31st March, 2022,
31st March, 2021 & 31st March, 2020. There is no qualification for Audit Report Issued by us for the Financial Statement for the
period ended 30th September, 2022 and for the years ended 31st March, 2022, 31st March, 2021 & 31st March, 2020.
The audit reports on the financial statements were modified and included following matter(s) giving rise to modifications on the
financial statements for the period ended 30th September, 2022 and for the period ended on 31st March, 2022, 31st March, 2021
& 31st March, 2020: -
a) The Restated Financial Information or Restated Summary Financial Statement have been made after incorporating
adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same
accounting treatment as per the changed accounting policy for all reporting periods, if any;
b) The Restated Financial Information or Restated Summary Financial Statement have been made after incorporating
adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there
are no qualifications which require adjustments;
c) Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required;
d) There were no qualifications in the Audit Reports issued by us for the period ended 30th September, 2022 and for financial
year the ended on 31st March, 2022, 31st March, 2021 & 31st March, 2020 which would require adjustments in this Restated
Financial Statements of the Company; except
e) Profits and losses have been arrived at after charging all expenses including depreciation and after making such
adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the
Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE – IV to this report;
f) Adjustments in Restated Financial Information or Restated Summary Financial Statement have been made in accordance
with the correct accounting policies,
g) There was no change in accounting policies, which needs to be adjusted in the Restated Financial Information or Restated
Summary Financial Statement;
h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Information or Restated
Summary Financial Statement.
i) The related party transaction for purchase & sales of Goods entered by the company are at arm’s length price.
j) The Company has not paid any dividend since its incorporation.
k) The company has not provided actuarial valuation of the long-term employee benefits. Hence it is difficult to report the same
as per Accounting Standard 15. However The Company operates a defined benefit gratuity plan which requires contributions
to be made to a separately administered fund by the Life Insurance Corporation of India (LIC). The cost of providing benefits
under the defined benefit plan is determined using the projected unit credit method. The premium paid by the company is
charged to the Statement of Profit and Loss.
In accordance with the requirements of Part I of Chapter III of Act including rules made there under, ICDR Regulations, Guidance
Note and Engagement Letter, we report that:
a) The “Restated Statement of Assets and Liabilities” as set out in ANNEXURE – I to this report, of the Company for the period
ended 30th September, 2022 and as at Financial Year ended on 31st March, 2022, 31st March, 2021 & 31st March, 2020 is
147
prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Assets and
Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the
Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to
Accounts as set out in ANNEXURE – IV to this Report.
b) The “Restated Statement of Profit and Loss” as set out in ANNEXURE – II to this report, of the Company for the period
ended 30th September, 2022 and for the financial year ended on 31st March, 2022, 31st March, 2021 & 31st March, 2020 is
prepared by the Company and approved by the Board of Directors. These Restated Summary Statement of Profit and Loss
have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company,
as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set
out in ANNEXURE – IV to this Report.
c) The “Restated Statement of Cash Flow” as set out in ANNEXURE – III to this report, of the Company for the period ended
30th September, 2022 and financial year ended on 31st March, 2022, Financial Year Ended 31st March, 2021 and 31st March
2020 is prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have
been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in
our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out
in ANNEXURE – IV to this Report.
Audit for the period ended 30th September, 2022 and for the financial year ended on 31st March, 2022, 31st March, 2021 & 31st
March, 2020 was conducted by us. Financial Reports included for said years are solely based on report submitted by us.
We have also examined the following other financial information relating to the Company prepared by the Management and as
approved by the Board of Directors of the Company and annexed to this report relating to the Company for the period ended 30th
September, 2022 and for the Financial year ended on 31st March, 2022, 31st March, 2021 & 31st March, 2020 proposed to be
included in the Draft Prospectus / Prospectus (“Offer Document”) for the proposed IPO.
Restated Statement of Share Capital, Reserves And Surplus Annexure – A.1 & Annexure – A.2
Restated Statement of Secured Borrowing Annexure – B(A)
Restated Statement of Unsecured Borrowing Annexure – B(B)
Restated Statement of Deferred Tax (Assets) / Liabilities Annexure – C
Restated Statement of Trade Payables Annexure – D
Restated Statement of Other Current Liabilities And Short Term Provisions Annexure – E
Restated Statement of Fixed Assets Annexure – F
Restated Statement of Inventories Annexure – G
Restated Statement of Trade Receivables Annexure – H
Restated Statement of Cash & Cash Equivalents Annexure – I
Restated Statement of Short Term Loans & Advances Annexure – J
Restated Statement of Other Current Assets Annexure – K
Restated Statement of Revenue from Operations Annexure – L
Restated Statement of Other Income Annexure – M
Restated Statement of Cost of Material Consumed Annexure – N
Restated Statement of Cost of Purchase of Stock In Trade Annexure – O
Restated Statement of Change in Inventories of WIP, Finished Goods & Stock in Annexure – P
Trade
Restated Statement of Employee Benefit Expenses Annexure – Q
Restated Statement of Finance Cost Annexure – R
Restated Statement of Other Expenses Annexure – S
Restated Accounting Ratios Annexure – T
Restated Statement of Related Party Transactions Annexure – U
Restated Statement of Capitalization Annexure – V
Restated Statement of Tax shelter Annexure – W
Restated Statement of Contingent Liabilities Annexure – X
Restated Statement of Profit and Equity & Reserve and Surplus Annexure- Y
In our opinion and to the best of information and explanation provided to us, the Restated Financial Information of the Company,
read with significant accounting policies and notes to accounts as appearing in ANNEXURE – IV are prepared after providing
appropriate adjustments and regroupings as considered appropriate.
148
We, M/s. Prakash Chandra Jain & Co., Chartered Accountants have been subjected to the peer review process of the Institute of
Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI.
The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of
the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and
information referred to above is the responsibility of the management of the Company.
The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any
other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements
referred to therein.
We have no responsibility to update our report for events and circumstances occurring after the date of the report.
In our opinion, the above financial information contained in ANNEXURE – A to V of this report read with the respective
Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE – IV are prepared after making adjustments and
regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations,
Engagement Letter and Guidance Note.
Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the IPO-
SME for Proposed Issue of Equity Shares of the Company and our report should not be used, referred to or distributed for any
other purpose without our prior consent in writing.
For Prakash Chandra Jain & Co

FRN: 002438C
Peer Review No. 011912
Dinesh C Jain
(Partner)
B.COM, FCA, FAFD
M. No.: 041235
UDIN: 22041235BGGLXJ2726
Date: 24.12.2022
Place: Vadodara
149
ANNEXURE-I: RESTATED STATEMENT OF ASSETS AND LIABILITIES
(Rs. in Lakhs)
Note As at September As at 31 As At 31st As At 31st
Particulars
No. 30, 2022 March 2022 March 2021 March 2020
I EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital A 499.50 499.50 499.50 499.50
(b) Reserves and surplus A 1,243.65 984.75 838.58 731.01
2 Non-current liabilities
(a) Long-term borrowings B 1,210.46 1,109.11 1,206.00 1,067.09
(b) Deferred tax liabilities (Net) C 10.60 10.86 0.37 -
(c) Long-term Provisions - - - -
(d) Other Long-term Liabilities - - - -
3 Current liabilities
(a) Short-term borrowings B 1,725.08 1,439.32 1,018.77 903.88
(b) Trade payables D 6,015.17 3,521.25 3,835.13 3,780.90
(c) Other current liabilities E 18.05 45.76 669.38 1,706.83
(d) Short-term provisions E 146.64 89.61 73.99 95.91
TOTAL 10869.14 7,700.16 8,141.73 8,785.12
I ASSETS
1 Non-current assets
(a) Fixed assets F
(i) Property, Plant and Equipment 1,587.67 1,436.01 1,231.20 825.63
(ii) Intangible Assets 0.16 0.19 0.25 0.34
(iii) Capital Work in Progress - 9.80 0.00 281.54
1,587.83 1,446.00 1,231.45 1,107.51
(b) Non Current Investments - - - -
(c) Long-term loans and advances - - - -
(d) Other Non Current Assets - - - -
(e) Deferred Tax Assets C - - - 7.38
2 Current assets
(a) Current Investments - - -
(b) Inventories G 2,583.35 2,436.19 3,194.52 2,432.37
(c) Trade receivables H 6,159.81 3,320.04 3,276.55 4,830.57
(d) Cash and Bank Balances I 130.76 41.64 11.23 52.51
(e) Short-term loans and advances J 407.39 456.29 427.98 354.78
(f) Other Current Assets K - - - -
TOTAL 10869.14 7,700.16 8,141.73 8,785.12
For Prakash Chandra Jain & Co For Aristo Bio-Tech And Lifescience Limited
FRN: 002438C
Narendra Singh Barhat Kusum Narendra Singh Barhat
Dinesh C Jain Chairman & Managing Director Director
Partner DIN - 00310306 DIN - 00310065
M. No.: 041235
UDIN: 22041235BGGLXJ2726
Date: 24/12/2022 Ketankumar Harkantbhai Joshi Neha Batra
DIN - 02089127
Place: Vadodara Whole- time Director & Chief Company Secretary
Financial Officer M.No. - F10966
150
ANNEXURE-II: RESTATED STATEMENT OF PROFIT AND LOSS
(Rs. in Lakhs)
Refer For the period For the year For the year For the year
Particulars Note ended 30 ended 31 ended 31 ended 31
No. September 2022 March 2022 March 2021 March 2020
I. Revenue from operations L 15,156.47 19,11106.57 19,606.48 23,550.30
Less: Excise Duty & GST 2,249.20 2,517.55 2,884.67 3,427.17
12,907.27 16,599.02 16,721.81 20,123.13
0.22
II. M 4.27 1.15 0.80
Other income
12,907.49
III. 16,603.29 16,722.96 20,123.94
Total Revenue (I + II)
IV. Expenses:
Cost of Material Consumed N 11,873.91 13,841.80 12,377.78 15,420.01
Purchase of stock in trade O 92.58 880.15 2,566.32 2,883.59
Changes in inventories of
-
finished goods work-in-progress P -15.67 59.00 450.88
278.85
and Stock-in-Trade
Employee benefits expense Q 314.72 531.46 354.16 373.85
Finance costs R 77.26 236.34 210.82 260.05
Depreciation and amortization
F 71.90 109.89 74.99 52.00
expense
Other expenses S 395.98 815.28 930.07 543.95
12,547.48
16,399.25 16,573.14 19,984.33
Total expenses
V. Profit before tax (VII- VIII) 360.01 204.04 149.82 139.60
VI Exceptional Items - - - Nil

VII Extraordinary Items - - - Nil
VIII Tax expense:
W 101.37 34.49 40.64
(1) Current tax 47.39
C (0.26) 7.75 (1.78)
(2) Deferred tax 10.49
(3) Earlier year Income tax -
Profit (Loss) for the period (XI

IX 258.90 146.17 107.57 100.74
+ XIV)
X Earnings per equity share: 5.18 2.93 2.15 2.02
FRN: 002438C
Chairman & Managing Director Director
DIN - 00310306 DIN - 00310065
Dinesh C Jain
Partner
M. No.: 041235
UDIN: 22041235BGGLXJ2726 Ketankumar Harkantbhai Joshi Neha Batra

DIN - 02089127
Date: 24/12/2022 Whole-time Director & Chief Company Secretary
Place: Vadodara Financial Officer M.No. - F10966
151
ANNEXURE-III: RESTATED STATEMENT OF CASH FLOWS
(Rs. in Lakhs)
Sr. 30.09.2022 FY 2021-22 FY 2020-21 FY 2019-20
Particulars
A. Cash flow from Operating Activities
Net Profit Before tax as per Statement of Profit 360.01

204.04 149.82 139.60
& Loss
Adjustments for :
Depreciation & Amortisation Exp. 71.90 109.89 74.99 52.00
Loss (Profit) on Sale of Assets Nil (1.56) Nil Nil
Deferred Tax Expense/ (Income) Nil Nil Nil Nil
Expenses Reported under other activity head 77.26 236.34 210.82 260.05
Income Reported under other activity head Nil Nil Nil Nil
Extraordinary Items Nil Nil Nil (4.01)
Office rent Nil Nil Nil
Interest Income (0.22) (4.27) (1.15) (0.80)
Preliminary Expenses Written off Nil Nil Nil Nil
187.45 378.32 321.92 348.99
Operating Profit before working capital 547.46
582.37 471.74 488.59
changes
Changes in Working Capital

Trade receivable (2839.77) (43.49) 1,554.02 (604.19)
Other Loans and advances receivable 48.90 (28.31) (73.20) 145.70
Long term Loans and advances Nil Nil Nil 48.70
Inventories (147.16) 758.33 (762.14) 866.38
Short Term Loans and Advance Nil Nil Nil Nil
Other current assets Nil Nil Nil Nil
Other Non current assets Nil Nil Nil Nil
Trade Payables 2493.92 (313.88) 54.23 (2,476.39)
Other long term liability Nil Nil Nil Nil
Short Term borrowing 285.76 420.55 114.89 179.06
Other Current Liabilities (27.71) (661.55) (1,074.71) 1,495.72
Short term Provisions 18.51 16.82 (21.92) 37.77
(167.55) 148.47 (208.84) (307.25)
Net Cash Flow from Operation 379.91 729.64 262.90 181.34

Less : Income Tax paid 101.37 47.39 34.49 40.64
Net Cash Flow from Operating Activities (A) 278.54 682.25 228.41 140.70
B. Cash flow from investing Activities
Purchase of Fixed Assets (Net) (223.53) (324.88) (143.70) (86.87)

Increase in Capital Work In Progress 9.80 Nil (55.23) (133.16)
Sale of Fixed Assets Nil 0.44 Nil Nil
Purchase of Investment Nil Nil Nil Nil
Sale / Redemption of Investment Nil Nil Nil Nil
Movement in Loan & Advances Nil Nil Nil Nil
Other cash receipts from sales of equity or debt Nil Nil
Nil Nil
instruments of other entities
Profit On Sale of Fixed Assets Nil 1.56 Nil Nil
152
(213.51) (318.61) (197.78) (219.23)
Net Cash Flow from Investing Activities (B) (213.51) (318.61) (197.78) (219.23)
C. Cash Flow From Financing Activities
Proceeds From Issue of shares capital Nil Nil Nil Nil

Decrease/(Increase) in Secured Loans 101.34 (96.89) 138.91 347.31
Finance Cost (77.26) (236.34) (210.82) (260.05)
Increase in Short Term Provisions Nil Nil Nil Nil
Increase in Unsecured Loans Nil Nil Nil Nil
Interest Paid Nil Nil Nil Nil
Other Borrowing Costs Nil Nil
24.09 (333.23) (71.91) 87.25
Net Cash Flow from Financing Activities (C) 24.09 (333.23) (71.91) 87.25
Net (Decrease)/ Increase in Cash & Cash 89.12

30.42 (41.28) 8.72
D. Equivalents (A+B+C)
E. Opening Cash & Cash Equivalents 41.64 11.23 52.51 43.79
Cash and cash equivalents at the end of the 130.76

41.64 11.23 52.51
F. period
G. Cash And Cash Equivalents Comprise :

Cash 7.97 7.55 5.10 4.62
Bank Balance :
Current Account 0.77 32.96 2.00 26.81
Deposit Account 122.02 1.13 4.13 21.08
Total 130.76 41.64 11.23 52.51
For Prakash Chandra Jain & Co For Aristo Bio-Tech and Lifescience Limited
FRN: 002438C
DIN - 00310306 DIN - 00310065
Dinesh C Jain
Partner
M. No.: 041235

DIN - 02089127
Place: Vadodara
153
ANNEXURE – IV: SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS
Company Information
SIGNIFICANT ACCOUNTING POLICIES:
A. Basis of Preparation of Financial Statements
Financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting
principles in India and the provisions of the Companies Act, 2013. The Company follows the mercantile system of accounting and
recognizes income and expenditure on accrual basis except statutory claims/ refunds, which are accounted at the time of their
admission by the concerned authorities.
B. Property, Plant and Equipments (PPE)
Property, Plant and Equipments (PPE) PPE are recorded at cost of acquisition / construction less accumulated depreciation and
impairment losses, if any. Cost comprises of the purchase price net of indirect taxes, if any, and any attributable cost of bringing
the assets to its working condition for its intended use. Spare parts are treated as capital assets when they meet the definition of
PPE. Otherwise, such items are classified as inventory. Any gains or losses on their disposal, determined by comparing sales
proceeds with carrying amount, are recognized in the Statement of Profit or Loss.
C. Depreciation
Depreciation on fixed assets has been provided on Written down Method at the rates provided in part C of Schedule II of the
Companies Act, 2013. No depreciation has been provided on Freehold land.
D. Foreign Currency Transaction
Foreign-currency-denominated monetary assets and liabilities are translated at exchange rates in effect at the Balance Sheet date.
The gains or losses resulting from such translations are included in the statement of Profit and Loss.
Revenue, expenses and cash flow items denominated in foreign currencies are translated using the exchange rate in effect on the
date of the transaction. Transaction gains or losses realized upon settlement of foreign currency transactions are included in
determining net profit for the period in which the transaction is settled.
E. Investments
As such the company does not have any Items of Current investments, However if company has to maintain the same shall be
carried at the lower of cost and quoted/fair value, computed category wise.
Company does not have any Items of Long-term investments, however if company has to maintain the same shall be carried at
cost and provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in
the opinion of the management.
F. Inventories
Items of inventories are valued at lower of cost or net realizable value. Raw materials, stores and spare parts are valued at
FIFO/weighted average basis. Cost of finished goods and stock in process is determined by taking material, labor and overheads.
154
G. Revenue Recognition:
Revenue is recognized based on nature of activity when consideration can be reasonably measured and there exists reasonable
certainty of its recovery.
a) Sales of Goods & Services
b) Interest income is accrued at applicable interest rate.
c) Other items of income are accounted as and when the right to receive arises.
H. Employee Benefits:
a) Short term employee benefits:
All employee benefits falling due wholly within twelve months of rendering the service are classified as short-term employee
benefits. The benefits like salaries, wages, short term compensated absences, etc are recognized in the period in which the
employee renders the related service.
b) Retirement benefits:
All employee benefits falling due wholly within twelve months of rendering the service are classified as short-term employee
benefits. The benefits like salaries, wages, short term compensated absences, etc are recognized in the period in which the
employee renders the related service.
The Company operates a defined benefit gratuity plan which requires contributions to be made to a separately administered
fund by the Life Insurance Corporation of India (LIC). The cost of providing benefits under the defined benefit plan is
determined using the projected unit credit method. The premium paid by the company is charged to the Statement of Profit and
Loss.
The company has framed policy regarding Leave Encashment. A provision shall be created each year based on the amount of
leaves outstanding to each employee of the organization which shall be in excess of 15 days and the maximum capping of
encashment of leaves shall be 90 days, in other words leaves in excess of 90 days shall lapse.
I. Provision for Current and Deferred Tax
Provision for current tax liability of the company is estimated considering the provisions of the Income Tax Act, 1961.
Deferred tax resulting from timing difference between book and taxable profit is accounted for using the tax rates and laws that
have been enacted or substantively enacted on the balance sheet date. The deferred tax asset is recognized and carried forward
only to the extent there is a reasonable certainty that the asset will be realized in the near future.
J. Treatment of Contingent Liabilities
Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if
a) The company has a present obligation as a result of past event;

b) a probable outflow of resources is expected to settle the obligation; and
c) The amount of obligation can be reliably estimated.
Contingent liability is disclosed in case of
a) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle
the obligation;
b) a present obligation arising from past events, when no reliable estimate is possible; and
c) a possible obligation arising from past events where the probability of outflow of resources is not remote.
Contingent assets are neither recognize nor disclosed. Provisions, contingent liabilities and contingent assets are reviewed at each
balance Sheet date.
155
K. Borrowing Cost:
Borrowing costs that are attributable to the acquisition, construction, or production of a qualifying asset are capitalized as a part
of cost of such asset till such time as the asset is ready for its intended use. A qualifying asset is an asset that requires a substantial
period of time to get ready for its intended use. All other borrowing costs are recognized as an expense in the period in which they
are incurred.
L. Impairment of Assets:
The Company assesses at each reporting date as to whether there is any indication that an asset (tangible and intangible) may be
impaired. An asset is treated as impaired, when the carrying cost of the asset exceeds its recoverable amount. Recoverable amount
is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated
future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
An impairment loss is charged to Profit and Loss Account in the year in which an asset is identified as impaired. The impairment
loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.
34. Indigenous and Imported Raw Material Consumed:

(Rs. in Lakhs)
Sr. 30.09.2022 2021-22 2020-21 2019-20
Particular
A Imported (Including Custom Duty & other 673.74
529.54 1091.11 1394.0
related charges)
B Indigenous 11068.47 12,538.26 12107.81 13610.51
Consumption 11742.21 13,067.80 13198.92 15004.51
35. The Deferred Tax liability as at 31st March, 2022 comprise of the following:
(Rs. in Lakh)
Particulars 30.09.2022 2021-22 2020-21 2019-20
WDV as per Books 1,037.26 882.39 677.63 275.40
WDV as per IT 999.17 843.35 676.29 301.93
Time Difference (38.09) (39.04) (1.34) 26.53
Tax Rate 27.82% 27.82% 27.82% 27.82%

Deferred Tax Asset/(Liability) (10.60) (10.86) (0.37) 7.38
Deferred Tax Asset/(Liabilities) (Net) as at the Closing of

(10.60) (10.86) (0.37) 7.38
the year
Deferred Tax Asset/(Liabilities) (Net) as at the beginning
(10.86) (0.37) 7.38 5.61
of the year
Deferred Tax Income/(Expense) to be recognized in
0.26 (10.49) (7.75) 1.78
the P&L this year
Deferred tax liability on opening WDV has been charged to the profit and loss appropriation account, whereas the current deferred
tax liability has been charged to profit and loss account.
36. The company has not provided actuarial valuation of the long-term employee benefits. Hence it is difficult to report the same
as per Accounting Standard 15. However, The Company operates a defined benefit gratuity plan which requires contributions
to be made to a separately administered fund by the Life Insurance Corporation of India (LIC). The cost of providing benefits
under the defined benefit plan is determined using the projected unit credit method. The premium paid by the company is
charged to the Statement of Profit and Loss.
37. Inter Branch sale and purchase transactions are treated as supply as per GST Law while as per general accounting norms
Interbranch transactions are branch transfer.
38. With regard to the creditors appearing in the balance sheet, it is hereby stated that the details as to which creditors are
classified as Micro, Small or Medium Enterprises as per the MSME Act were available with the company, so the creditors
are shown in totality in the Financial statements and even the interest on delayed payment to MSME’s as per the government
regulations, if any, is thus known and is provided in the books of accounts.
156
(Amount in Lakhs)
S.No. Particulars September March 31, March 31, March 31,
30, 2022 2022 2021 2019
a) Principal amount and the interest due
thereon remaining unpaid to each
supplier at the end of each accounting -- -- -- --
year (but within due date as per the
MSMED Act)
Principal amount due to micro and 230.68 752.74 452.80
562.92
small enterprise
Interest due on above -- -- -- --
b) Interest paid by the Company in terms
of Section 16 of the Micro, Small and
Medium Enterprises Development Act,
-- -- -- --
2006, alongwith the amount of the
payment made to the supplier beyond
the appointed day during the period
c) Interest due and payable for the period
of delay in making payment (which
have been paid but beyond the
appointed day during the period) but -- -- -- --
without adding interest specified under
the Micro, Small and Medium
Enterprises Development Act, 2006
d) The amount of interest accrued and
remaining unpaid at the end of each -- -- -- --
accounting year
e) Interest remaining due and payable
even in the succeeding years, until such
-- -- -- --
date when the interest dues as above are
actually paid to the small enterprises
39. STATEMENT OF MATERIAL ADJUSTMENT TO THE RESTATED FINANCIAL STATEMENT
1 Material Regrouping:
Appropriate adjustments have been made in the Restated Standalone Financial Statements of Assets and Liabilities, Profit and
Losses and Cash Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets and liabilities
in order to bring them in line with the regroupings as per the audited financial statements of the company and the requirements of
SEBI Regulations.
2. Material Adjustments:
The Summary of results of restatement made in the Audited Financial Statements for the respective years and its impact on the
profit/(loss) of the Company is as follows:
(Rs. in Lakhs)
For the
period For The Year Ended March 31,
Particulars
ended on
30.09.2022 2022 2021 2020
(A) Net Profits as per audited financial statements (A) 256.59 143.38 106.00 96.73
Add/(Less) : Adjustments on account of -
1) Prepaid Expenses of P.Y. Transfer to Expenses Nil Nil Nil Nil

2)Prior period expenses Nil 6.01 0.67 Nil
3) Provision for Outstanding Expenses Payable Nil Nil Nil Nil
4) Difference on Account of Calculation in Deferred Tax 2.31 3.21 0.90 Nil
5) Change in Provision for Current Tax Nil Nil Nil 4.01
157
Total Adjustments (B) 2.31 2.79 1.57 4.01
Restated Profit/ (Loss) (A+B) 258.90 146.17 107.57 100.74
3. Notes on Material Adjustments pertaining to prior years
(1) Prepaid Expenses charged to Profit & Loss Account
Expenses related to Next year (if any) were transferred in Prepaid of Current Year.
(2) Provision for Outstanding Expenses
Provision is made for expenses related to particular period & their corresponding impact is given in next year.
(3) Prior Period Expenses
Miscellaneous Expenses -Assets has been written off wholly in FY 2018-19 and corresponding impact in subsequent year
is given and added to the profit of particular year.
(4) Difference on Account of Calculation in Deferred Tax
Deferred tax is calculated on the difference of Closing WDV as per Companies Act & income tax Act in Restated
financials but in Audited financials the same has been calculated between difference in current year's Depreciation and
difference of opening WDV as per Companies Act and income tax act.
(5) Change in Provision for Current Tax
There is change in audited profit and Restated profit and hence Provision for current tax is also changed and effect is
given in the respected period.
Reconciliation Statement between Restated Reserve & Surplus affecting Equity due to Adjustment made in Restated
Financial Statements:
(Rs. in Lakhs)
For the
period For The Year Ended March 31,
Particulars
ended on
30.09.2022 2022 2021 2020
Equity Share Capital & Reserves & Surplus as per Audited 1743.16
1486.57 1,343.19 1,237.19
financial Statement
Add/(Less) : Adjustments on account of change in Profit/Loss (0.01) (2.32) (5.11) (6.68)
Total Adjustments (B) (0.01) (2.32) (5.11) (6.68)
Equity Share Capital & Reserves & Surplus as per Restated 1743.15
1,484.25 1,338.09 1,230.51
Financial Statement
FRN: 002438C
DIN - 00310306 DIN - 00310065
Dinesh C Jain
Partner
M. No.: 041235

Place: Vadodara
158
ANNEXURE – A: STATEMENT OF SHARE CAPITAL, RESERVES AND SURPLUS
(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Share Capital
Equity shares of Rs.10 each 800.00 800.00 800.00 800.00
Addition: during the year - - - -
7000000 EQUITY SHARE OF RS. 10 EACH - - - -
Total Share Capital in Rs. 800.00 800.00 800.00 800.00
Issued, Subscribed and Paid up Share Capital
Equity Shares of Rs. 10 each fully paid up 499.50 499.50 499.50 499.50
Add: during the year Nil Nil Nil Nil
3996000 Issued Bonus Share Of Rs.10 each Nil Nil Nil Nil
Less : CALL UNPAID Nil Nil Nil Nil
Less : FORFEITED SHARES Nil Nil Nil Nil
Share Capital (in Rs.) 499.50 499.50 499.50 499.50

Total 499.50 499.50 499.50 499.50
Reserves and Surplus

A. Securities Premium Account
Opening Balance Nil Nil Nil Nil
Add -Securities premium credited on Share issue Nil Nil Nil Nil
Less : Premium Utilised for various reasons
For Issuing Bonus Shares Nil Nil Nil Nil
Less: During the year Nil Nil Nil Nil
Closing Balance Nil Nil Nil Nil
B. General Reserve
Opening Balance 20.25 20.25 20.25 20.25
Add : During the year Nil Nil Nil Nil
Less : Premium Utilised for various reasons Nil Nil Nil Nil
Less: For Issuing Bonus Shares Nil Nil Nil Nil
Closing Balance 20.25 20.25 20.25 20.25
C. Surplus in Profit and Loss account
Opening Balance 964.50 818.33 710.76 610.02
Add: Restated Profit/ (Loss) for the year 258.90 146.17 107.57 100.74
(-) Preliminary Expenses Written off Nil Nil Nil Nil
(-) Transfer for Issue of Bonus Shares Nil Nil Nil Nil
(-) Adjustment in F.A as per Companies Act, 2013 Nil Nil Nil Nil
Total 1223.40 964.50 818.33 710.76
Total (A+B+C) 1243.65 984.75 838.58 731.01
1. Terms/rights attached to equity shares:

i. The company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity shares is
entitled to one vote per share.
ii. In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the remaining assets of
the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares
held by the shareholders.
2. The company has issues Bonus Share to shareholder in the Ratio of 1: 4 at rate of Rs. 10 on dated 25-08-2018
3. Company does not have any Revaluation Reserve.
4. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and
liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III.
159
Share Capital
(Rs. in Lakhs)
As at 30th September As at 31st March As at 31st March As at 31st March
Share Capital 2022 2022 2021 2020
Number Amt. Number Amt. Number Amt. Number Amt.
Authorized
Equity Shares of Rs.10 each 80.00 800.00 80.00 800.00 80.00 800.00 80.00 800.00
Issued
Equity Shares of Rs.10 each 49.95 499.50 49.95 499.50 49.95 499.50 49.95 499.50
Subscribed & Paid up
Equity Shares of Rs.10 each
49.95 499.50 49.95 499.50 49.95 499.50 49.95 499.50
fully paid up
Total 49.95 499.50 49.95 499.50 49.95 499.50 49.95 499.50
RECONCILIATION OF NUMBER OF SHARES
(Rs. in Lakhs)
Particulars Equity Shares Equity Shares Equity Shares Equity Shares
Number Amt. Number Amt. Number Amt. Number Amt.
Shares outstanding at the
49.95 499.50 49.95 499.50 49.95 499.50 49.95 499.50
beginning of the year
Shares Issued during the year - - - - - - - -
Right Shares issued during
- - - - - - - -
the year
Shares bought back during
- - - - - - - -
the year
Shares outstanding at the end
49.95 499.50 49.95 499.50 49.95 499.50 49.95 499.50
of the year
Details of Shares held by shareholders holding more than 5% of the aggregate shares in the co.
Name of As at September 30, 2022 As at 31st March 2022 As at 31st March 2021 As at 31st March 2020
Shareholde No. of % of Percen No. of % of Perce No. % of Perce No. of % of Perce
r Share Holdin tage Share Hold ntage of Holdin ntage Share Hold ntage
s held g Chang s held ing Chang Sha g Chang s held ing Chan
e e res e ge
During Durin held Durin Durin
the g the g the g the
Year Year Year Year
Narendra
45.65 45.65
Singh 22.8 45.65% 0.00% 22.8 0.00% 22.8 45.65% 0.00% 22.8 0.00%
% %
Barhat
Kusum
Narendra 12.51 12.51
6.25 12.51% 0.00% 6.25 0.00% 6.25 12.51% 0.00% 6.25 0.00%
Singh % %
Barhat
Ketan
14.41 14.41
Kumar 7.2 14.41% 0.00% 7.2 0.00% 7.2 14.41% 0.00% 7.2 0.00%
% %
Joshi
Hemanshu
10.31 10.31
Narendra 5.15 10.31% 0.00% 5.15 0.00% 5.15 10.31% 0.00% 5.15 0.00%
% %
Sing Barhat
Neeta Ketan 9.61 9.61
4.8 9.61% 0.00% 4.8 0.00% 4.8 9.61% 0.00% 4.8 0.00%
Joshi % %
N S Barhat 5.01 5.01
2.5 5.01% 0.00% 2.5 0.00% 2.5 5.01% 0.00% 2.5 0.00%
HUF % %
160
The shareholding pattern of promoters at the period end as follows:
Name of As at 30th September, As at 31st March 2022 As at 31st March 2021 As at 31st March 2020
Sharehold 2022
er
No. % of Percen No. % of Percen No. % Percenta No. of % of Perce
of Holdin tage of Holdi tage of of ge Shares Holdin ntage
Shar g Chang Shar ng Chang Shar Hol Change held g Chan
es e es e es din During ge
held During held During held g the Year Duri
the the ng
Year Year the
Year
Narendra
45.65 45.6 0.00
Singh 22.8 45.65% 0.00% 22.8 0.00% 22.8 0.00% 22.8 45.65%
% 5% %
Barhat
Kusum
Narendra 12.51 12.5 0.00
6.25 12.51% 0.00% 6.25 0.00% 6.25 0.00% 6.25 12.51%
Singh % 1% %
Barhat
Ketan
14.41 14.4 0.00
Kumar 7.2 14.41% 0.00% 7.2 0.00% 7.2 0.00% 7.2 14.41%
% 1% %
Joshi
ANNEXURE – B: STATEMENT OF LONG TERM AND SHORT TERM BORROWINGS
(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Long Term Borrowings
(Secured)
From Banks 1009.34 937.49 621.16 285.02
From Financial Institutions Nil Nil 309.30 342.15
Total 1009.34 937.49 930.46 627.17
(Unsecured)
(I) From Related Parties ('Promoters' and
'Promoter Group Companies')
A) From Body Corporate
Inter Corporate Loan Nil Nil Nil Nil
B) From Others
From Directors 177.97 141.47 159.37 144.37
From Relative 23.15 30.15 76.17 220.44
From Banks Nil Nil Nil 31.99
From Financial Institutions Nil Nil 40.00 43.12
Sub Total (I) 201.12 171.62 275.54 439.92

Long Term Borrowings 1210.46 1,109.11 1,206.00 1,067.09
(II) From Others

A) From Body Corporate
Inter Corporate Loan Nil Nil Nil Nil
Sub Total (II) Nil Nil Nil Nil
Total (I+II) 201.12 171.62 275.54 439.92
Short Term Borrowings

From Banks/Financial Institutions (Secured) 1544.73 1,266.75 930.37 759.97
161
From Directors Nil Nil Nil Nil
Loan Repayable on Demand Nil Nil Nil Nil
Current Maturity 180.35 172.57 88.40 143.91
The above amount includes:
Secured Borrowings 1009.34 937.49 930.46 627.17
Unsecured Borrowings 201.12 171.62 275.54 439.92
Short Term Borrowings 1725.08 1,439.32 1,018.77 903.88
1. The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.
2. The above statement should be read with the significant accounting policies and notes to restated summary statements of
assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III.
3. List of persons/entities classified as 'Promoters' and 'Promoter Group Companies' has been determined by the Management
and relied upon by the Auditors. The Auditors have not performed any procedure to determine whether the list is accurate and
complete.
4. The terms and conditions and other information in respect of Secured Loans as on 31.03.2022 are given in Annexure -B
(A)
5. The terms and conditions and other information in respect of Unsecured Loans as on 31.03.2022 are given in Annexure - B
(B)
ANNEXURE – B(A): STATEMENT OF PRINCIPAL TERMS OF SECURED LOANS AND ASSETS CHARGED AS
SECURITY
(Rs. in Lakhs)
Curre Outstanding
Outstan
nt amount
ding
Re- Matur after
Sanctio Rate amount
Securit Paymen ities of Current
ned of Morat as on (as
Name of Lender Purpose ies t Long Maturity as
Amoun intere orium per
offered Schedul Term on (as per
t (Rs.) st Books)
e Debt Books)
30.09.20 30.09.2
30.09.2022
22 022
From Bank
BOB Car Loan AC
Vehicle 10.75
318806/823 UP 32 10.00 Vehicle 52 NA 1.97 1.97 -
Loan %
Km 3305
BOB JEEP LOAN Vehicle 12.29
19.00 Vehicle 84 NA 8.95 3.13 5.82
24790600000836 Loan %
Sbi Car Loan Ac Vehicle
10.00 8.75% Vehicle 60 NA 0.20 0.20 0.00
37251936142 Loan
Stock
BOB Loan Ac Covid and 12
173.00 7.50% 36 125.00 57.60 67.40
66920600000005 Loan Book Months
debts
BOB Alcazar Loan
Vehicle
A/c. No. 18.20 7.90% Vehicle 84 NA 15.56 2.24 13.32
Loan
66920600000013
Take
Land &
BOB Term Loan :- Over of
441.00 9.00% Buildin 84 NA 367.50 63.00 304.50
66920600000014 Business
g
Loan
Term Land-
Loan for Buildin
BOB Term Loan :- 6
Plant & 260.00 9.00% g, 84 222.45 37.08 185.37
66920600000015 Months
Machiner Machin
y ery
Stock
BOB Term Loan :- Covid and 24
318.00 7.50% 36 318.00 Nil 318.00
66920600000019 Loan Book Months
debts
162
Term
Loan for Plant &
6
SIDBI Term Loan Plant & 136.00 7.75% Machin 60 130.05 15.12 114.93
Months
Machiner ery
y
Short Term Borrowing
Business Loans from Banks
Yearly
Stock Renewal
Business
Bank of Baroda CC 1,250.0 and . Next
CC 8% NA 1,544.73 - 1,544.73
AC 51 0 Book Renewal
Account
debts Due in
July'23
Total 2734.42 180.35 2554.07
The above statement should be read with the significant accounting policies and notes to restated summary statements of assets
and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III.
ANNEXURE – B(B): STATEMENT OF UNSECURED LOANS
A) Details of Unsecured Loans outstanding as at the end of the latest Reporting period from Directors/Promoters/Promoter
Group /Associates/Relatives of Directors/Group Companies/other entities
B) Unsecured Loans from Promoters/Directors are interest free and all are taken without any preconditions attached towards
repayments.
(Rs. in Lakhs)
Outstanding amount
Rate of Re-Payment Moratoriu
Name of Lender Purpose as on (as per Books)
interest Schedule m
30.09.2022
From Director
KETAN JOSHI LOAN AC Business Loan Nil On Demand NA 34.55
KUSUM BARHAT LOAN AC Business Loan Nil On Demand NA 27.08
N S BARHAT LOAN AC Business Loan Nil On Demand NA 116.34
From Relative
N S BARHAT HUF AC Business Loan Nil On Demand NA Nil
RICHA BARHAT LOAN AC Business Loan Nil On Demand NA 7.10
HIMANSHU BARHAT LOAN AC Business Loan Nil On Demand NA 16.05
Sub Total 201.12
ANNEXURE – C: STATEMENT OF DEFERRED TAX (ASSETS) / LIABILITIES

(Rs. in Lakhs)
Particulars 30.09.2022 2021-22 2020-21 2019-20
WDV as per Books 1,037.26 882.39 677.63 275.40
WDV as per IT 999.17 843.35 676.29 301.93
(38.09)
(39.04) (1.34) 26.53
Time Difference
Tax Rate 27.82% 27.82% 27.82% 27.82%
A. Deferred Tax Asset/(Liability) (10.60) (10.86) (0.37) 7.38
Deferred Tax Asset/(Liabilities) (Net) as at the
(10.60) (10.86) (0.37) 7.38
Closing of the year
Deferred Tax Asset/(Liabilities) (Net) as at the
(10.86) (0.37) 7.38 5.61
beginning of the year
Deferred Tax Income/(Expense) to be recognized
0.26 (10.49) (7.75) 1.78
in the P&L this year
163
ANNEXURE – D: STATEMENT OF TRADE PAYABLES
(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2022
Trade Payables
For Goods & Services
Micro, Small and Medium Enterprises 230.68 752.74 452.80 562.92
Others 5784.49 2,768.51 3,382.33 3,217.98
Total 6015.17 3,521.25 3,835.13 3,780.90
Notes:
1.The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.
assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II
3. Amount due to entities covered under Micro, Small and Medium Enterprises as defined in the Micro, Small, Medium
Enterprises Development Act, 2006, have been identified on the basis of information available
(Rs. in Lakhs)
Disclosure as required by Micro, Small and
30.09.2022 31-03-2022 31-03-2021 31-03-2020
Medium Enterprises Development Act, 2006
A(i). Principal amount remaining unpaid 230.68 752.74 452.80 562.92
A(ii). Interest amount remaining unpaid - - - -
Interest paid by the Company in terms of Section 16 of - -
the Micro, Small and Medium Enterprises
Development Act, 2006, along with the amount of the - -
payment made to the supplier beyond the appointed
day
Interest due and payable for the period of delay in - -
making payment (which have been paid but beyond the
appointed day during the period) but without adding - -
interest specified under the Micro, Small and Medium
Enterprises Act, 2006
Interest accrued and remaining unpaid - - - -
Interest remaining due and payable even in the - -
succeeding years, until such date when the interest - -
dues as above are actually paid to the small enterprises
Total 230.68 752.74 452.80 562.92
Ageing Analysis of Trade Payable

(Rs. in Lakhs)
30.09.2022
Particulars Outstanding for following periods from due date of payment Total
Less than 1 year 1-2 years 2-3 years More than 3 years
(i) MSME 230.68 -- -- -- 230.68
(ii) Others 5784.49 -- -- -- 5784.49
(iii) Disputed dues- MSME -- -- -- -- --
(iv) Disputed dues- Others -- -- -- -- --
(Rs. in Lakhs)
2021-22
(i) MSME 752.74 -- -- -- 752.74
(ii) Others 2,768.51 -- -- -- 2,768.51
164
(Rs. in Lakhs)
2020-21
Less than 1 year. 1-2 years 2-3 years More than 3 years
(i) MSME 452.80 -- -- -- 452.80
(ii) Others 3,382.33 -- -- -- 3,382.33
(Rs. in Lakhs)
2019-20
(i) MSME 562.92 -- -- -- 562.92
(ii) Others 3,217.98 -- -- -- 3,217.98
ANNEXURE – E: STATEMENT OF OTHER CURRENT LIABILITIES AND SHORT TERM PROVISIONS

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Other Current Liabilities
Statutory Payables 7.71 9.67 14.09 5.55
Security Deposit 2.00 2.00 0.15 2.15
Advance from Customer 8.34 34.09 655.15 1,699.13
Total - (I) 18.05 45.76 669.38 1,706.83
Short Term Provisions
Provision for Income Tax 101.37 47.39 34.49 40.64
Other Expense 6.75 4.30 2.25 13.52
Provisions for Compensated Absences
146.64
89.61 73.99 95.91
Total - (II)
164.69
135.37 743.37 1,802.74
Total ( I + II)
NOTES:
165
ANNEXURE - F
(Rs. in Lakhs)
Fixed Assets Gross Block Accumulated Depreciation Net Block
Balance Balance Balance as Balance
Depreciation Adjustment Balance as
Balance as at as at 31 as at 1 On at 31 as at 31
Additions Disposals charge for due to at 31 March
1 April 2019 March April disposals March March
the year revaluations 2020
2020 2019 2020 2019
a PPE
Air Conditioner 4.18 - - 4.18 3.65 0.18 - - 3.83 0.35 0.53
Factory Building 178.49 - - 178.49 91.26 8.10 - - 99.36 79.14 87.23
Lease Hold Factory Land 11.81 - - 11.81 8.20 0.36 - - 8.57 3.24 3.61
Computer And Data
12.18 0.63 - 12.82 10.25 1.02 - - 11.26 1.55 1.94
Processing Units
Electrical Installation And
6.16 17.90 - 24.06 4.69 0.61 - - 5.30 18.76 1.47
Equipment
Furniture & Fixtures 32.54 0.42 - 32.96 20.72 2.97 - - 23.69 9.27 11.81
Lab Equipment 0.44 - - 0.44 0.08 0.20 - - 0.28 0.16 0.36
Motor Vehicle 99.18 - - 99.18 46.43 16.32 - - 62.74 36.43 52.75
Office Equipment 28.80 - - 28.80 20.37 1.83 - - 22.20 6.61 8.44
Plant And Machinery 223.87 39.77 - 263.64 123.79 20.32 - - 144.10 119.54 100.09
Alindra Plot 211.60 - - 211.60 - - - - - 211.60 211.60
Factory Land At Manjusar -
298.42 28.05 326.47 - - - - - 326.47 298.42
E 24& E25
Flat at Manjusar 12.50 - - 12.50 - - - - - 12.50 12.50
TOTAL 1,120.18 86.78 - 1,206.96 329.43 51.90 - - 381.33 825.63 790.75
b CAPITAL WORK IN
PROGRESS
Factory Building At E 24&
148.38 133.16 - 281.54 - - - - - 281.54 148.38
E25
Total 148.38 133.16 - 281.54 - - - - - 281.54 148.38
b Intangible Assets
Software 0.49 0.09 - 0.58 0.13 0.10 - - 0.24 0.34 0.35
Patent - - - - - - - - - - -
Total 0.49 0.09 - 0.58 0.13 0.10 - - 0.24 0.34 0.35
Total 1,269.04 220.03 - 1,489.07 329.56 52.00 - - 381.57 1,107.51 939.48

166
(Rs. in Lakhs)
Balance Balance Balance as
Balance as Depreciatio Adjustment Balance as Balance as
as at 31 as at 1 On at 31
at 1 April Additions Disposals n charge for due to at 31 March at 31 March
March April disposals March
2020 the year revaluations 2021 2020
2021 2020 2021
a PPE
Air Conditioner 4.18 - - 4.18 3.83 0.09 - - 3.92 0.26 0.35
Factory Building 178.49 336.77 - 515.27 99.36 23.78 - - 123.14 392.13 79.14
Lease Hold Factory Land 11.81 - - 11.81 8.57 - - - 8.57 3.24 3.24
Computer And Data - - -
12.82 2.83 15.64 11.26 1.24 12.50 3.14 1.55
Processing Units
Electrical Installation - - -
24.06 8.93 33.00 5.30 5.80 11.09 21.90 18.76
And Equipment
Lab Equipment 0.44 1.35 - 1.79 0.28 0.12 - - 0.40 1.39 0.16
Motor Vehicle 99.18 - - 99.18 62.74 11.06 - - 73.81 25.37 36.43
Alindra Plot 211.60 - - 211.60 - - - - - 211.60 211.60
Factory Land At - -
326.47 - - 326.47 - - - 326.47 326.47
Manjusar E 24& E25
Flat At Manjusar 12.50 - - 12.50 - - - - - 12.50 12.50
TOTAL 1,206.96 480.47 - 1,687.43 381.33 74.90 - - 456.23 1,231.20 825.63
-
b CAPITAL WORK IN
-
PROGRESS
Factory Building At E
281.54 55.23 336.77 0.00 - - - - - - -
24& E25
Total 281.54 55.23 336.77 0.00 - - - - - 0.00 281.54
- 0.00 281.54
b Intangible Assets
Software 0.58 - - 0.58 0.24 0.09 - - 0.33 0.25 0.34
Total 0.58 - - 0.58 0.24 0.09 - - 0.33 0.25 0.34
-
Total 1,489.07 535.71 336.77 1,688.00 381.57 74.99 - - 456.55 1,231.45 1,107.51
167
(Rs. in Lakhs)
Balance Balance Balance as
Balance as Depreciatio Adjustment Balance as Balance as
as at 31 as at 1 On at 31
at 1 April Additions Disposals n charge for due to at 31 March at 31 March
March April disposals March
2021 the year revaluations 2022 2021
2022 2021 2022
a PPE
Air Conditioner 4.18 - - 4.18 3.92 0.05 - - 3.97 0.21 0.26
Lease Hold Factory Land 11.81 - - 11.81 8.57 - - - 8.57 3.24 3.24
Computer And Data - -
15.64 0.26 - 15.90 12.50 1.33 13.83 2.07 3.14
Processing Units
Electrical Installation And - -
33.00 11.54 - 44.53 11.09 6.01 17.10 27.43 21.90
Equipment
Lab Equipment 1.79 2.12 - 3.92 0.40 0.80 - - 1.20 2.72 1.39
Motor Vehicle 99.18 20.78 8.73 111.22 73.81 12.49 - 8.30 78.00 33.22 25.37
Alindra Plot 211.60 - - 211.60 - - - - - 211.60 211.60
Factory Land At - -
326.47 - - 326.47 - - - 326.47 326.47
Manjusar E 24& E25
Flat At Manjusar 12.50 - - 12.50 - - - - - 12.50 12.50
TOTAL 1,687.43 315.08 8.73 1,993.77 456.23 109.82 - 8.30 557.76 1436.01 1,231.20
b CAPITAL WORK IN
PROGRESS
Factory Building At E 24
0.00 9.80 - 9.80 - - - - - 9.80 0.00
& E25
Total 0.00 9.80 - 9.80 - - - - - 9.80 0.00
-
b Intangible Assets
Software 0.58 - - 0.58 0.33 0.07 0.39 0.19 0.25
Total 0.58 - - 0.58 0.33 0.07 - - 0.39 0.19 0.25
Total 1,688.00 324.88 8.73 2,044.15 456.55 109.89 - 8.30 558.15 1,446.00 1,231.45
168
Gross Block Accumulated Depreciation Net Block
Depreci Adjust
Balance
Fixed Assets Balance as Balance as ation ment On Balance Balance as at
Dispos Balance as at as at 30
at 1 April Additions at 1 April charge due to disposa as at 30 31 March
als 30 Sep, 2022 Sep,
2022 2022 for the revalu ls Sep, 2022 2022
2022
year ations
a PPE
Air Conditioner 4.18 0.19 - 4.37 3.97 0.03 - - 4.00 0.37 0.21
Lease Hold Factory Land 11.81 - - 11.81 8.57 0.13 - - 8.70 3.11 3.24
Computer And Data Processing Units 15.90 3.65 - 19.55 13.83 0.52 - - 14.35 5.20 2.07
Electrical Installation And Equipment 44.53 10.26 0.31 54.49 17.10 0.41 - - 17.51 36.97 27.43
Lab Equipment 3.92 0.18 - 4.10 1.20 0.42 - - 1.63 2.48 2.72
Motor Vehicle 111.22 - - 111.22 78.00 5.09 - - 83.09 28.13 33.22
Alindra Plot 211.60 - - 211.60 - - - - - 211.60 211.60
Factory Land At Manjusar E 24& E25 326.47 - - 326.47 - - - - - 326.47 326.47
Flat At Manjusar 12.50 - - 12.50 - - - - - 12.50 12.50
Total 1,993.77 223.84 0.31 2,217.29 557.76 71.87 - - 629.63 1,587.67 1,436.01
b Capital Work In Progress - - -
Plant And Machinery WIP 9.80 16.64 26.44 0.00 - - - - - 0.00 9.80
Total 9.80 16.64 26.44 0.00 - - - - - 0.00 9.80
b Intangible Assets - - -
Software 0.58 0.58 0.39 0.02 0.42 0.16 0.19
Total 0.58 - - 0.58 0.39 0.02 - - 0.42 0.16 0.19
Total 2,004.15 240.48 26.75 2,217.87 558.15 71.90 - - 630.04 1,587.83 1,446.00
169
CWIP aging schedule FY 2019-20
(Rs. in Lakhs)
Amount in CWIP for a period of
Total
Projects in progress 133.16 148.38 -- -- 281.54
CWIP aging schedule FY 2021-22

(Rs. in Lakhs)
Amount in CWIP for a period of
Total
Projects in progress 9.80 0.00 -- -- 9.80
Notes:
2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets
ANNEXURE – G: STATEMENT OF INVENTORIES

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Raw Materials 2,276.67 2,408.36 3,182.37 2,361.22
Work in Progress Nil Nil Nil Nil
Finished Goods 306.68 27.82 12.15 71.15
Stock In trade Nil Nil Nil Nil
Total 2,583.35 2,436.19 3,194.52 2,432.37
Note-: Inventory has been physically verified by the management of the Company at the end of respective year/period.
ANNEXURE – H: STATEMENT OF TRADE RECEIVABLES

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Outstanding for a period exceeding six months (Unsecured and
considered Good)
From Directors/Promoters/Promoter Group/Associates/ Relatives of
Nil Nil 43.09
Directors/ Group Companies.
Kinlak Biotech 21.99 Nil Nil 43.09
Others 807.51 770.80 766.64 1,842.78
Outstanding for a period not exceeding 6 months (Unsecured
and considered Good)
From Directors/Promoters/Promoter Group/Associates/ Relatives 372.36
553.51 188.61 69.79
of Directors/ Group Companies.
Kinlak Boitech 60.86 91.99 Nil 47.03
Others 4957.95 1,995.72 2,321.30 2,874.90
Total 6159.81 3,320.04 3,276.55 4,830.57
Notes:
3. List of persons/entities classified as 'Promoters' and 'Group Companies' has been determined by the Management and relied
upon by the Auditors. The Auditors have not performed any procedure to determine whether the list is accurate and complete.
170
Trade Receivable Ageing as on 30/09/2022
(Rs. in Lakhs)
Outstanding for following periods from due date of payment Total
Particulars Less than 6 6 months- 2-3 More than
1-2 years
months 1 year years 3 years
(i) Undisputed Trade receivables- considered
5330.31 317.97 355.32 22.56 133.65 6159.81
good
(ii) Undisputed Trade Receivables- which
have
-- -- -- -- -- --
significant increase
in credit risk
(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

(Rs. in Lakhs)
Particulars Less than 6 6 months- 2-3 More than
1-2 years
months 1 year years 3 years
2,549.23 770.80 -- -- -- 3,320.04
good
have
-- -- -- -- -- --
in credit risk
-- -- -- -- -- --
impaired
(iv) Disputed Trade
Receivables– -- -- -- -- -- --
considered good
-- -- -- -- -- --
-- -- -- -- -- --
impaired

(Rs. in Lakhs)
Outstanding for following periods from due date of
Total
payment
Particulars
Less than 6 months- 2-3 More than
1-2 years
6 months 1 year years 3 years
2,509.91 766.64 -- -- -- 3,276.55
good
(ii) Undisputed Trade Receivables- which have
significant increase -- -- -- -- -- --
in credit risk
-- -- -- -- -- --
impaired
(iv) Disputed Trade
Receivables– -- -- -- -- -- --
considered good
171
-- -- -- -- -- --
-- -- -- -- -- --
impaired

(Rs. in Lakhs)
Particulars Less than 6 months- 2-3 More than 3
1-2 years
6 months 1 year years years
(i) Undisputed Trade receivables-
2,944.69 1,885.87 -- -- -- 4,830.57
considered good
have
-- -- -- -- -- --
in credit risk
-- -- -- -- -- --
impaired
(iv) Disputed Trade
Receivables– -- -- -- -- -- --
considered good
(v) Disputed Trade Receivables – which
-- -- -- -- -- --
have significant increase in credit risk
-- -- -- -- -- --
impaired
ANNEXURE – I: STATEMENT OF CASH & BANK BALANCE

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Cash and Cash Equivalents: (as per Accounting Standard 3: Cash flow Statements)
Balances with Banks in Current Accounts 0.77 32.96 2.00 26.81
Cash on Hand 7.97 7.55 5.10 4.62
Other Bank Balances

Bank deposits with original maturity of more 122.02
1.13 4.13 21.08
than 12 months
Total 130.76 41.64 11.23 52.51
ANNEXURE – J: STATEMENT OF SHORT-TERM LOANS AND ADVANCES

(Rs. in Lakhs)
As at
Particulars 30.09.2022 31.03.2022 31.03.2021 31.03.2020
Unsecured, Considered Good unless otherwise stated

a. Loans and advances to Directors/Promoters/Promoter
Nil Nil Nil Nil
Group/ Associates/ Relatives of Directors/Group Company
b. Balance with Government Authorities 305.09 286.89 267.86 145.16
i) Balance with revenue Authorities under Direct Taxes: 28.89 59.13 37.36 32.91
ii) Balance with revenue Authorities under Indirect Taxes: 309.39 227.76 230.50 112.25
c. Others (specify nature) Nil Nil Nil Nil
Advance Tax & TDS 2.62 2.94 6.05 4.79
172
Prepaid Expenses 4.94 5.67 5.09 4.65
Tender Deposit/ EMD 44.13 95.36 45.98 36.78
Others /Security Deposit 9.87 0.36 14.27 15.17
Advance to Supplier 37.77 62.10 79.31 137.07
Advance to Employee 2.97 2.98 7.20 11.15
Advance recoverable in Cash or kind Nil Nil Nil Nil
Preliminary & Misc Exp Not Written Off Nil Nil Nil Nil
Loan to Subsidiary Company Nil Nil Nil Nil
Other current Assets Nil Nil 2.23 Nil
Total 440.58 456.30 427.98 354.78
Notes:
3. List of persons/entities classified as 'Promoters' and 'Group Companies' has been determined by the Management and relied
upon by the Auditors. The Auditors have not performed any procedure to determine whether the list is accurate and complete.
ANNEXURE – K: STATEMENT OF OTHER CURRENT ASSETS

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Other Nil Nil Nil Nil
Total Nil Nil Nil Nil
ANNEXURE – L: STATEMENT OF TURNOVER

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Revenue From Operation
(i) Turnover of Products Manufactured by the Issuer
15153.40 19,089.12 19,557.88 23,440.33
Company
Less - Excise Duty & GST 2249.20 2,517.55 2,884.67 3,427.17
(ii) Turnover of Products Traded by the Issuer Company Nil Nil Nil Nil
(iii) Turnover in respect of Products not Normally dealt in by
the Issuer Company but included in (ii) above
Other Operating Revenue 3.07 27.45 48.60 109.97
Total 12907.27 16,599.02 16,721.81 20,123.13
ANNEXURE – M: STATEMENT OF OTHER INCOME

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Related and Recurring Income:
Related and Non-Recurring Income:
Profit on Sale of Assets Nil 1.56 Nil Nil
Other Misc. income 0.14 0.29 Nil 0.01
Total 0.22 4.27 1.15 0.80
173
1. The classification of other income as recurring/not-recurring, related/not-related to business activity is based on the current
operations and business activity of the Company as determined by the management.
ANNEXURE – N: STATEMENT OF COST OF GOODS CONSUMED

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Opening Inventory of Raw Material 2,408.36 3,182.37 2,361 2,777
Add: PURCHASE OF RAW MATERIAL 11,742.21 13,067.80 13,198.92 15,004.51
Less: Closing Inventory of Raw Material 2,276.67 2,408.36 3,182.37 2,361.22
Total 11873.91 13,841.80 12,377.78 15,420.01
ANNEXURE – O: STATEMENT OF COST OF PURCHASE OF STOCK IN TRADE

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Purchase of Trading Goods 92.58 880.15 2,566.32 2,883.59
Total 92.58 880.15 2,566.32 2,883.59
ANNEXURE – P: STATEMENT OF COST OF CHANGE IN INVENTORY OF STOCK IN TRADE

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Inventories at the end of year
Finished Goods, Semi Finished Goods & Traded Goods 306.68 27.82 12.15 71.15
Inventories at the Beginning of the Year
Finished Goods, Semi Finished Goods & Traded Goods 27.82 12.15 71.15 522.03
Total (278.85) (15.67) 59.00 450.88
ANNEXURE – Q: STATEMENT OF EMPLOYEE BENEFITS EXPENSES

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Salaries and Wages 249.72 371.71 229.63 241.08
Staff Welfare Exp 8.41 11.55 8.01 7.42
Gratuity Contribution - 27.39 2.64 7.85
Contribution to Provident and other fund 5.59 8.42 7.48 8.79
Bonus - 10.38 4.40 6.70
Total 314.72 531.46 354.16 373.85
ANNEXURE – R: STATEMENT OF FINANCE COST

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Borrowing Cost - Interest Expense 102.97 188.21 220.90 214.37
Other Borrowing Cost 11.20 47.16 10.49 10.30
Gain Or (Loss) Due to Foreign Exchange Transaction / (36.92)
0.97 (20.56) 35.38
Translation
Total 77.26 236.34 210.82 260.05
ANNEXURE – S: STATEMENT OF OTHER COST

(Rs. in Lakhs)
As at
Particulars 30.09.2022 31.03.2022 31.03.2021 31.03.2020
174
Job Work Expense Paid 96.15 92.60 206.02 71.52
Freight Inward Expense 33.46 49.26 59.09 50.07
Freight Outward Expense 43.63 48.95 107.92 49.89
Printing & Stationary 1.52 3.63 3.54 2.45
Travelling & Conveyance 4.94 6.81 1.32 11.94
Postage & Courier 0.43 1.49 0.51 1.69
Discount / Cash-Trade -Rebate Allowed 3.79 3.71 33.13 2.77
Telephone Expense 0.32 0.77 0.85 1.09
Sales / Business Promotion Expense 0.77 0.41 0.43 22.49
Loading & Unloading Expense 14.68 13.60 13.38 9.92
Audit Fees 2.00 4.49 4.10 3.61
Commission & Brokerage 19.30 1.84 2.73 10.22
Insurance Expense 18.82 16.43 14.89 8.66
Miscellaneous Expenses 2.56 4.42 164.84 154.37
Power & Fuel 15.67 14.18 13.35 13.73
Govt Fees & License Fees 0.29 0.37 0.71 2.06
Professional Tax 0.02 0.02 0.02 0.02
Professional Charges / Fees 28.62 72.13 110.55 37.56
Custom Duty Not Availed 39.72 32.94 66.72 42.84
Rent 3.75 7.48 8.42 10.62
Repair & Maintenance Expense 13.06 13.76 12.14 11.06
Export & Import Related Expense 3.27 301.84 58.93 21.87
Lodging & Boarding Expense 2.71 0.00 0.17 3.08
Software Charges 0.14 0.11 0.23 0.30
Vat Expense 2.35 - - 0.01
Donation - - - 0.11
Director Sitting Fees 1.62 - 1.00 -
Round Off - 0.04 0.08 -
Balance Write Off 0.29 92.05 44.99 -
Factory Expenses 27.17 28.28 - -
Other Expenses (Reimbursement) 8.16 3.66 - -
GST Expenses 6.78
Total 395.98 815.28 930.07 543.95
ANNEXURE – T: SUMMARY OF ACCOUNTING RATIOS

(Rs. in Lakhs)
Ratios ended 30 ended ended 31 ended 31
September 2022 31 March 2022 March 2021 March 2020
Restated PAT as per P& L Account 258.90 146.17 107.57 100.74
EBITDA 509.16 550.27 435.63 451.66
Weighted Average Number of Equity Shares at
49.95 49.95 49.95 49.95
the end of the Year/Period
the end of the Year/Period after adjustment for 49.95 49.95 49.95 49.95
issue of bonus shares
No. of equity shares at the end of the year/period 49.95 49.95 49.95 49.95
No. of equity shares at the end of the year/period
49.95 49.95 49.95 49.95
after adjustment for issue of bonus shares
Net Worth 1743.15 1,484.25 1,338.08 1,230.51
Current Assets (E) 9,281.31 6,254.16 6,910.28 7,670.23
Current Liabilities (F) 7,904.94 5,095.94 5,597.27 6,487.52
Earnings Per Share
Basic & Diluted - before bonus 5.18 2.93 2.15 2.02
Basic & Diluted - after bonus 5.18 2.93 2.15 2.02
Return on Net Worth (%) 15% 10% 8.04% 8.19%
Net Asset Value Per Share (Rs) - before bonus 34.90 29.71 26.79 24.63
Net Asset Value Per Share (Rs) - after bonus 34.90 29.71 26.79 24.63
175
Nominal Value per Equity share (Rs.) 10 10 10 10
1.Current Ratio (E/F) 1.17 1.23 1.23 1.18
Debt 2,935.53 2,548.43 2,224.77 1,970.97
Equity 499.50 499.50 499.50 499.50
2.Debt Equity Ratio 5.88 5.10 4.45 3.95
EBIT 437.26 440.38 360.64 399.65
Interest + Principal 3,012.79 2,784.77 2,435.59 2,231.02
3.Debt Service Coverage Ratio 14.51% 15.81% 14.81% 17.91%
PAT 258.90 146.17 107.57 100.74
Average Equity Shareholder 499.50 499.50 499.50 499.50
4.Return On Equity 51.83% 29.26% 21.54% 20.17%
COGS 11,687.64 14,706.28 15,003.10 18,754.48
Opening Inventory 2,436.19 3,194.52 2,432.37 3,298.76
Closing Inventory 2,583.35 2,436.19 3,194.52 2,432.37
Avg Inventory 2,509.77 2,815.35 2,813.45 2,865.57
5.Inventory Turnover Ratio 4.66 5.22 5.33 6.54
Revenue From Operation 12,907.27 16,599.02 16,721.81 20,123.13
Opening Trade Receivable 3,320.04 3,276.55 4,830.57 4,226.38
Closing Trade Receivable 6,159.81 3,320.04 3,276.55 4,830.57
Avg Trade Receivable 4,739.92 3,298.29 4,053.56 4,528.47
6.Trade Receivables turnover ratio (in times) 2.72 5.03 4.13 4.44
Purchase 11,834.80 13,947.95 15,765.24 17,888.10
Opening Trade Payable 3,521.25 3,835.13 3,780.90 6,257.29
Closing Trade Payable 6,015.17 3,521.25 3,835.13 3,780.90
Avg Trade Payable 4,768.21 3,678.19 3,808.01 5,019.09
7.Trade Payable Ratio 2.48 3.79 4.14 3.56
Net Working Capital 1,376.37 1158.22 1313.00 1182.71
8. Net Capital Turnover Ratio (In Times) 9.38 14.33 12.74 17.01
PROFIT After Tax 258.90 146.17 107.57 100.74
9. N P Ratio 2.01% 0.88% 0.64% 0.50%
EBIT 437.26 440.38 360.64 399.65
Opening capital employed 1,158.22 1,313.00 1,182.71 1,334.66
closing capital employed 1,376.37 1158.22 1,313.00 1,710.50
Avg Capital Employed 1,267.30 1,235.61 1,247.86 1,522.58
10. Return on Capital employed 34.50% 35.64% 28.90% 26.25%
Net profit after Tax 258.90 146.17 107.57 100.74
Opening Assets 7,700.16 8,141.73 8,785.12 9,063.18
Closing Assets 10,869.14 7,700.16 8,141.73 8,785.12
Avg Assets 9,284.65 7,920.94 8,463.42 8,924.15
11. Return on Investment 2.79% 1.85% 1.27% 1.13%
(Rs. in Lakhs)
March
S. September March 31, March 31,
Particular 31, Reason for Movements
No. 30, 2022 2022 2021
2020
Movements is well within the limits
(a) Current Ratio 1.17 1.23 1.23 1.18
hence no reason requires.
Debt has increased as compare to
Eqiuty and to metigate this issue , the
(b) Debt-Equity Ratio 5.88 5.10 4.45 3.95
company is proposing increase in
share capital through SME IPO
Debt Service Profitability of the company has
(c) 14.51% 15.81% 14.81% 17.91%
Coverage Ratio increased hence ratio has gone down
Return on Equity Profitability for the period has
(d) 51.83% 29.26% 21.54% 20.17%
Ratio increased on account of increase in
176
sales and hence return on investment
increased substantially
Inventory turnover ratio has gone
Inventory turnover down because of increase in monthly
(e) 4.66 5.22 5.33 6.54
ratio (in times) sales and as compare to this the level
of inventory remained same
Trade Receivables monthly sale has increased substantilly
(f) turnover ratio (in 2.72 5.03 4.13 4.44 and hence ratio has gone down
times
Trade payables monthly purchase has increased
(g) turnover ratio (in 2.48 3.79 4.14 3.56 substantilly and hence ratio has gone
times) down
Turnover during the year has increased
Net capital turnover substantially and hence ratio has gone
(h) 9.38 14.33 12.74 17.01
ratio (in times) down
Profit has increased substantially and

(i) Net profit ratio 2.01% 0.88% 0.64% 0.50%
hence ratio has increased
Though profitability has increased
Return on Capital substantially on account of reduction
(j) 34.50% 35.64% 28.90% 26.25%
employed in finance cost and hence PBIT is
almost same
Return on Profit has increased substantially and
(k) 2.79% 1.85% 1.27% 1.13%
investment. hence ratio has increased
ANNEXURE – U: STATEMENT OF RELATED PARTY TRANSACTION

(Rs. in Lakhs)
Names of the related parties with whom Orchid Agro System (Associate Concern)
a) transaction were carried out during the
years and description of relationship:-
Kinlak Biotech (Associate Concern)
1 Holding Company NA
2 Subsidiary Companies NA
Key Managerial Person Narendra Singh Barhat
3 Ketankumar Harkantbhai Joshi
Neha Batra
Relatives of Key Management Personnel
Kusum Barhat
with whom transactions have taken place
4 Himanshu Barhat
Richa Barhat
Narendra Singh Barhat Huf
Enterprises Owned or controlled by Key Orchid Agro System
5 Management personnel and/or their Kinlak Biotech
Relatives
For the Period For the year For the year For the year
Sr ended on ended 31 ended 31 March ended 31
Particulars
No September 30, March 2022 2021 March 2020
2022
1 Expenses
Narendra Singh Barhat 24.00 48.00 48.00 48.00
Kusum Barhat 13.50 27.00 27.00 27.00
Ketan Joshi 13.50 27.00 27.00 27.00
Director's Sitting Fees 1.62 Nil 1.00 Nil
Raghavendra Mateti 1.00 Nil 1.00 Nil
Rashmi Kamlesh Otvani 0.25 Nil Nil Nil
Surendra Singh Lakhavat 0.25 Nil Nil Nil
Parag Sumeria 0.12 Nil Nil Nil
Rent Paid 1.20 2.40 2.40 2.20
177
Kusum Barhat 1.20 2.40 2.40 2.20
SALARY 18.78 33.00 33.00 33.00

HIMANSHU BARHAT 9.60 19.20 19.20 19.20
RICHA BARHAT 6.90 13.80 13.80 13.80
Neha Batra 2.28 3.47 1.98 3.80
2 Issue of Share
Name of Shareholder
Narendra Singh Barhat Nil Nil Nil Nil
N S Barhat HUF Nil Nil Nil Nil
Kusum Barhat Nil Nil Nil Nil
Ketankumar Joshi Nil Nil Nil Nil
Himanshu Barhat Nil Nil Nil Nil
Richa Barhat Nil Nil Nil Nil
Neeta Ketan Joshi Nil Nil Nil Nil
3 Sales 334.00 1,089.43 486.90 468.74
Kinlak Biotech 50.39 250.05 200.50 107.96
4 Purchase 345.56 594.60 334.50 905.91
Kinlak Biotech Nil Nil Nil 107.96
5 Loan Taken 201.12 171.62 235.54 364.81
Himanshu Barhat
Op. Bal as on 16.05 16.05 16.05 8.75
16.05 16.05 16.05 16.05
Less: Loan Repaid Nil Nil Nil Nil
Closing Balance 16.05 16.05 16.05 16.05
Ketan Joshi
Op. Bal as on 34.55 39.55 39.55 35.55
34.55 39.55 39.55 42.05
Closing Balance 34.55 34.55 39.55 39.55
Kusum Barhat
Op. Bal as on 30.58 37.48 36.98 13.88
Add: Loans Taken Nil Nil 9.50 24.00
30.58 37.48 46.48 37.88
Less: Loan Repaid 3.50 6.90 9.00 0.90
Closing Balance 27.08 30.58 37.48 36.98
N S Barhat HUF
Op. Bal as on Nil 46.52 187.79 142.77
Nil 46.52 187.79 201.77
Less: Loan Repaid Nil 46.52 141.27 13.98
Closing Balance Nil Nil 46.52 187.79
Narendra Singh Barhat Loan
Op. Bal as on 76.34 82.34 67.84 42.54
Add: Loans Taken 40.00 0.50 14.50 27.00
116.34 82.84 82.34 69.54
Less: Loan Repaid Nil 6.50 1.70
Closing Balance 116.34 76.34 82.34 67.84
Richa Barhat Loan
Op. Bal as on 14.10 13.60 16.60 11.00
Add: Loans Taken Nil 3.00 Nil 5.60
14.10 16.60 16.60 16.60
Less: Loan Repaid 7.00 2.50 3.00 Nil
Closing Balance 7.10 14.10 13.60 16.60
178
Closing Balance of Related Parties
Name 30.09.2022 2021-22 2020-21 2019-20
Related Parties
Narendra Singh Barhat
Expenses 4.38 0.24 1.84 0.88
Salary 3.02 3.03 2.83 6.15
Kusum Barhat
Salary 1.72 1.70 1.08 3.56
Ketankumar Harkantbhai Joshi
Salary 1.84 1.66 1.84 3.82
Neha Batra
Salary 0.38 0.33 0.16 0.33
Associate Concerns
Kinlak Biotech 82.85 91.99 56.84 34.13
Relatives of Directors
Himanshu Barhat
Salary 1.33 1.11 0.99 1.89
Expenses Nil 0.01 0.32 0.63
Richa Barhat
Salary 1.06 1.06 1.08 2.08
ANNEXURE – V: STATEMENT OF CAPITALISATION

(Rs. in Lakhs)
Particulars Pre-Issue 30-09-2022 Post Issue
Borrowings
Short term debt (A) 1,725.08 1,725.08
Long Term Debt (B) 1,210.46 1,210.46
Total debts (C) 2,935.53 2,935.53
Shareholders’ funds
Equity share capital 499.50 680.78
Reserve and surplus - as restated 1,243.65 2247.59
Total shareholders’ funds 1,743.15 2928.37
Long term debt / shareholders’ funds 0.69 0.41
Total debt / shareholders’ funds 1.68 1.00
NOTES:
1. Short term Debts represent which are expected to be paid/payable within 12 months and excludes installment of term loans
repayable within 12 months.
2. Long term Debts represent debts other than Short term Debts as defined above but includes installment of term loans
repayable within 12 months grouped under other current liabilities
3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at 31/03/2022.
ANNEXURE – W: STATEMENT OF TAX SHELTERS

(Rs. in Lakhs)
For the period For the year For the year Year ended
Particulars ended 30 ended ended 31 March March 31,
September 2022 31 March 2022 2021 2020
Restated Profit before tax (A) 360 204 149.82 140
Tax Rate (%) 27.82% 27.82% 27.82% 27.82%
Tax at notional rate on profits 100 57 41.68 39
Adjustments :
179
Permanent Differences(B)
Any other amount allowable as deduction
Expenses disallowed under Income Tax Act, 0.18
Nil 3.54 0
1961
Total Permanent Differences(B) 0.18 Nil 3.54 0
Income considered separately (C) 0.22 Nil 1.15 1
Total Income considered separately (C) 0.22 Nil 1.15 1
Timing Differences (D)
Difference between tax depreciation and 4.19
(29) (31.12) 6
book depreciation
Difference due to any other items of addition Nil
Nil Nil Nil
u/s 28 to 44DA
Total Timing Differences (D) 4.19 (29) (31.12) 6
Net Adjustments E = (B+D) 4.15 (29) (28.72) 6
Tax expense / (saving) thereon 1 (8) (7.99) 2
Income from Other Sources (F) 0.22 Nil 1.15 1

Loss of P.Y. Brought Forward & Nil Nil
Nil Nil
Adjusted(G)
Taxable Income/(Loss) (A+E+F+G) 364.38 175 122.24 146
Taxable Income/(Loss) as per MAT 360 204 149.82 140
Tax as per MAT 67 38 27.72 26
Tax as per Normal Calculation 101.37 48.59 34.49 40.64
Excess/ Short provision of income tax (1.20)
Tax as per Normal Calculation 101.37 47.39 34.49 40.64
MAT credit entitlement
Tax paid as per normal or MAT Normal Normal Normal Normal
ANNEXURE – X: RESTATED SUMMARY STATEMENT OF CONTINGENT LIABILITIES

(Rs. in Lakhs)
As at
Particulars
30.09.2022 31.03.2022 31.03.2021 31.03.2020
Contingent liabilities in respect of:
Claims against the company not acknowledged as debts Nil Nil Nil Nil
Guarantees given on Behalf of the Company Nil Nil Nil Nil
Guarantees given on Behalf of the Subsidiary Company Nil Nil Nil Nil
Other moneys for which the company is contingently liable Nil Nil Nil Nil
Outstanding Tax Demand with Respect to Sales Tax FY 5.77 5.77
5.77 5.77
2013-14
Outstanding Tax Demand with Respect to Sales Tax FY
59.64 59.64 Nil Nil
2017-18
Excise Duty Liability Nil Nil Nil Nil
Commitments (to the extent not provided for) Nil Nil Nil Nil
Estimated amount of contracts remaining to be executed on
Nil Nil Nil 50.48
capital account and not provided for
Uncalled liability on shares and other investments partly paid Nil Nil Nil Nil
Other commitments Nil Nil Nil Nil
Total 65.41 65.41 5.77 56.25
ANNEXURE – Y: STATEMENT OF MATERIAL ADJUSTMENT TO THE RESTATED FINANCIAL STATEMENT
1 Material Regrouping: Appropriate adjustments have been made in the Restated Standalone Financial Statements of Assets
and Liabilities, Profit and Losses and Cash Flows, wherever required, by reclassification of the corresponding items of income,
expenses, assets and liabilities in order to bring them in line with the regroupings as per the audited financial statements of the
company and the requirements of SEBI Regulations.
180
2. Material Adjustments: The Summary of results of restatement made in the Audited Financial Statements for the respective
years and its impact on the profit/(loss) of the Company is as follows:
(Rs. in Lakhs)
For the Period
Ended on For The Year Ended March 31,
Particulars
September 30
2022 2022 2021 2020
(A) Net Profits as per audited financial statements (A) 256.59 143.38 106.00 96.73
Add/(Less) : Adjustments on account of -
1) Prepaid Expenses of P.Y. Transfer to Expenses Nil Nil Nil Nil
2)Prior period expenses Nil 6.01 0.67 Nil
3) Provision for Outstanding Expenses Payable Nil Nil Nil Nil
4) Difference on Account of Calculation in Deferred Tax -2.31 3.22 0.90 Nil
5) Change in Provision for Current Tax Nil Nil Nil 4.01
Total Adjustments (B) 2.31 2.79 1.57 4.01
Restated Profit/ (Loss) (A+B) 258.90 146.17 107.57 100.74
3. Notes on Material Adjustments pertaining to prior years
(1) Prepaid Expenses charged to Profit & Loss Account: Expenses related to Next year (if any) were transferred in Prepaid
of Current Year.
(2) Provision for Outstanding Expenses: Provision is made for expenses related to particular period & their corresponding
impact is given in next year.
(3) Prior Period Expenses: Miscellaneous Expenses -Assets has been written off wholly in FY 2018-19 and corresponding
impact in subsequent year is given and added to the profit of particular year.
(4) Difference on Account of Calculation in Deferred Tax: Deferred tax is calculated on the difference of Closing WDV
as per Companies Act & income tax Act in Restated financials but in Audited financials the same has been calculated
between difference in current year's Depreciation and difference of opening WDV as per Companies Act and income tax
act.
(5) Change in Provision for Current Tax: There is change in audited profit and Restated profit and hence Provision for
current tax is also changed and effect is given in the respected period.
Reconciliation Statement between Restated Reserve & Surplus affecting Equity due to Adjustment made in Restated
Financial Statements:
(Rs. in Lakhs)
For the Period ended
For The Year Ended March 31,
Particulars on September 30
2022 2022 2021 2020
Equity Share Capital & Reserves & Surplus as per 1743.16
1486.57 1,343.19 1,237.19
Audited financial Statement
Add/(Less) : Adjustments on account of change in (0.01)
(2.32) (5.11) (6.68)
Profit/Loss
Total Adjustments (B) (0.01) (2.32) (5.11) (6.68)
Equity Share Capital & Reserves & Surplus as per 1743.15
1,484.25 1,338.09 1,230.51
Restated Financial Statement
FRN: 002438C
Dinesh C Jain Chairman & Managing Director Director
Partner DIN - 00310306 DIN - 00310065
M. No.: 041235
Financial Officer M.No – F10966
Place: Vadodara
181
OTHER FINANCIAL INFORMATION
(Rs. In Lakhs)
Ratios ended 30 ended ended 31 ended 31
September 2022 31 March 2022 March 2021 March 2020
Restated PAT as per P& L Account 258.90 146.17 107.57 100.74
EBITDA 509.16 550.27 435.63 451.66
49.95 49.95 49.95 49.95
the end of the Year/Period
the end of the Year/Period after adjustment for 49.95 49.95 49.95 49.95
issue of bonus shares
No. of equity shares at the end of the year/period 49.95 49.95 49.95 49.95
No. of equity shares at the end of the year/period
49.95 49.95 49.95 49.95
after adjustment for issue of bonus shares
Net Worth 1743.15 1484.25 1,338.08 1,230.51
Current Assets (E) 9,281.31 6,254.16 6,910.28 7,670.23
Current Liabilities (F) 7,904.94 5,095.94 5,597.27 6,487.52
Earnings Per Share
Basic & Diluted - before bonus 5.18 2.93 2.15 2.02
Basic & Diluted - after bonus 5.18 2.93 2.15 2.02
Return on Net Worth (%) 15% 10% 8.04% 8.19%
Net Asset Value Per Share (Rs) - before bonus 34.90 29.71 26.79 24.63
Net Asset Value Per Share (Rs) - after bonus 34.90 29.71 26.79 24.63
Nominal Value per Equity share (Rs.) 10 10 10 10
1.Current Ratio (E/F) 1.17 1.23 1.23 1.18
Debt 2,935.53 2,548.43 2,224.77 1,970.97
Equity 499.50 499.50 499.50 499.50
2.Debt Equity Ratio 5.88 5.10 4.45 3.95
EBIT 437.26 440.38 360.64 399.65
Interest + Principal 3,012.79 2,784.77 2,435.59 2,231.02
3.Debt Service Coverage Ratio 14.51% 15.81% 14.81% 17.91%
PAT 258.90 146.17 107.57 100.74
Average Equity Shareholder 499.50 499.50 499.50 499.50
4.Return On Equity 51.83% 29.26% 21.54% 20.17%
COGS 11,687.64 14,706.28 15,003.10 18,754.48
Opening Inventory 2,436.19 3,194.52 2,432.37 3,298.76
Closing Inventory 2,583.35 2,436.19 3,194.52 2,432.37
Avg Inventory 2,509.77 2,815.35 2,813.45 2,865.57
5.Inventory Turnover Ratio 4.66 5.22 5.33 6.54
Opening Trade Receivable 3,320.04 3,276.55 4,830.57 4,226.38
Closing Trade Receivable 6,159.81 3,320.04 3,276.55 4,830.57
Avg Trade Receivable 4,739.92 3,298.29 4,053.56 4,528.47
6.Trade Receivables turnover ratio (in times) 2.72 5.03 4.13 4.44
Purchase 11,834.80 13,947.95 15,765.24 17,888.10
Opening Trade Payable 3,521.25 3,835.13 3,780.90 6,257.29
Closing Trade Payable 6,015.17 3,521.25 3,835.13 3,780.90
Avg Trade Payable 4,768.21 3,678.19 3,808.01 5,019.09
7.Trade Payable Ratio 2.48 3.79 4.14 3.56
Net Working Capital 1,376.37 1158.22 1313.00 1182.71
8. Net Capital Turnover Ratio (In Times) 9.38 14.33 12.74 17.01
PROFIT After Tax 258.90 146.17 107.57 100.74
9. N P Ratio 2.01% 0.88% 0.64% 0.50%
EBIT 437.26 440.38 360.64 399.65
182
Opening capital employed 1,158.22 1,313.00 1,182.71 1,334.66
closing capital employed 1,376.37 1158.22 1,313.00 1,710.50
Avg Capital Employed 1,267.30 1,235.61 1,247.86 1,522.58
10. Return on Capital employed 34.50% 35.64% 28.90% 26.25%
Net profit after Tax 258.90 146.17 107.57 100.74
Opening Assets 7,700.16 8,141.73 8,785.12 9,063.18
Closing Assets 10,869.14 7,700.16 8,141.73 8,785.12
Avg Assets 9,284.65 7,920.94 8,463.42 8,924.15
11. Return on Investment 2.79% 1.85% 1.27% 1.13%
183
MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITIONS & RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our restated financial
statements included in the Prospectus. You should also read the section entitled “Risk Factors” beginning on page 21 and
“Forward Looking Statements” beginning on page 14, which discusses a number of factors, risks and contingencies that could
affect our financial condition and results of operations.
The following discussion of our financial condition and results of operations should be read in conjunction with our restated
financial statements for the stub period ended September 30, 2022 and for the years ended March 31, 2022, March 31, 2021 and
2020 including the schedules and notes thereto and the reports thereto, which appear in the section titled “Financial Information
of our company” on Page No. 146 of the Prospectus. The financial statements presented and discussed herein have been prepared
to comply in all material respects with the notified accounting standards by Companies (Accounting Standards) Rules, 2006 (as
amended), the relevant provisions of the Companies Act and SEBI (Issue of Capital and Disclosure Requirements) Regulations.
Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year/financial year are to the
twelve-month period ended on March 31 of that year. The forward-looking statements contained in this discussion and analysis is
subject to a variety of factors that could cause actual results to differ materially from those contemplated by such statements
Overview
Our Company is engaged in the manufacturing, formulation, supplying, packaging and job work services for various Pesticides
such as Insecticides, Herbicides, Fungicides, Plant Growth Regulators and a wide variety of other Agrochemicals in India as well
as for Export. Agrochemical industries are very vast field and deals with production and distribution of pesticides and fertilizers
to increase the crop yields. Agrochemicals (Crop protection products/pesticides) are designed to protect crops from insects,
diseases and weeds. Currently our company has 182 products registered with CIB & RC for manufacturing and sales in India and
Exports.
Our Registered Office and our state of the art Agrochemical and Pesticide Formulation & Packaging Unit of the company is
situated at E-24, 25, 26, G.I.D.C Estate, Manjusar, Taluka Savli, Vadodara, Gujarat - 391775, India having latest Quality Control,
Manufacturing and Packaging Machinery and Equipments.
Our Company is an ISO 9001: 2015 certified company for Quality Management System which confirms to the requirements of
the quality standard for manufacturing of agrochemicals and pesticides and SMERA SME 3 for good credit worthiness.
Our diversified product portfolio can be classified as Herbicides/Weedicides, Fungicides, Plant Growth Regulator and Insecticides.
Agrochemicals are important agricultural support and boosts to it, while preventing, reducing and eliminating the impact of disease
to increase food output and safety. Our company has risen out the diversified portfolio of agrochemical product segment. Instituted
with a vision to cater to growing needs of the agriculture market and provide high quality products, it now bags a wide range of
agrochemicals products in its product portfolio like herbicides, insecticides, fungicides, plant growth regulators & fertilizers in
various forms – liquid, dust, powder and granules. The Company has expanded its operations beyond the borders of its state of
inception to Punjab and Uttar Pradesh.
Besides manufacturing our own products, our company also provide Contract manufacturing, Job work and Toll manufacturing
services and products for Crop Protection companies.
Our company has adequate production and quality control system. All formulations are strictly tested with the latest available
guidelines and testing methods by our in-house Quality Control Lab personnel. High Performance Liquid Chromatography
(HPLC), Ultraviolet Spectrography (UV) and Gas Chromatography (GC) are used to ensure top quality Raw materials and
formulation testing and release. Strict testing for all Packing materials like Tin, HDPE bottles, Coextruded bottles, Fluorinated
HDPE bottles, Pet bottles, Labels, Mono cartons, Corrugated boxes, Laminated pouches is also done as per the Food and
Agriculture Organization of the United Nations (FAO) and Bureau of Indian Standards (BIS) guidelines and testing methods. All
Finished goods are re-tested and counter samples are stored separately in sample storage rooms.
184
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
For details in respect of Statement of Significant Accounting Policies, please refer to Annexure IV of Restated Financial Statements
under chapter titled “Restated Financial Statements” beginning on page 146 of this Prospectus.
Factors Affecting our Results of Operations
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors” beginning
on page 21 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the
following:
1. Uncertainty in relation to continuing effect of the COVID-19 pandemic on our business and operations.
2. Destruction in our manufacturing process.
3. Our ability to successfully implement our strategy, our growth and expansion, technological changes.
4. Fail to attract, retain and manage the transition of our management team and other skilled & unskilled employees;
5. Our ability to protect our intellectual property rights and not infringing intellectual property rights of other parties;
6. Ability to respond to technological changes;
7. Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;
8. Inability to successfully obtain registrations in a timely manner or at all;
9. General economic and business conditions in the markets in which we operate and in the local, regional and national
economies;
10. Our ability to effectively manage a variety of business, legal, regulatory, economic, social and political risks associated with
our operations;
11. Recession in the market;
12. Changes in laws and regulations relating to the industries in which we operate;
13. Effect of lack of infrastructure facilities on our business;
14. Our ability to successfully implement our growth strategy and expansion plans;
15. Our ability to meet our capital expenditure requirements;
16. Our ability to attract, retain and manage qualified personnel;
17. Failure to adapt to the changing technology in our industry of operation may adversely affect our business and financial
condition;
18. Failure to obtain any approvals, licenses, registrations and permits in a timely manner;
19. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of
India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
20. Occurrence of natural disasters or calamities affecting the areas in which we have operations;
21. Conflicts of interest with affiliated companies, the promoter group and other related parties;
22. The performance of the financial markets in India and globally;
23. Any adverse outcome in the legal proceedings in which we are involved;
24. Our ability to expand our geographical area of operation;
25. Concentration of ownership among our Promoters.
RESULTS OF OUR OPERATION

(Rs. in Lakhs)
For the period
For the year ended
ended
Particulars 30 % of % of % of % of
March March 31, March 31,
Septemb Total Total Total Total
31, 2022 2021 2020
er 2022 Income Income Income Income
Revenue from Operations 12907.27 100.00 16599.02 99.97 16721.81 99.99 20123.13 100.00
Other Income 0.22 0.00 4.27 0.03 1.15 0.01 0.80 0.00
Total Income (A) 12907.49 100.00 16603.29 100.00 16,722.96 100.00 20,123.94 100.00
EXPENDITURE
Cost of Material Consumed 11873.91 91.99 13841.80 83.37 12377.78 74.02 15420.01 76.63
Purchase of stock in trade 92.58 0.70 880.15 5.30 2566.32 15.35 2883.59 14.33
Changes in inventories of 278.85 2.16
finished goods work-in- (15.67) (0.09) 59.00 0.35 450.88 2.24
progress and Stock-in-Trade
Employee benefits expense 314.72 2.44 531.46 3.20 354.16 2.12 373.85 1.86
Finance costs 77.26 0.60 236.34 1.42 210.82 1.26 260.05 1.29
185
For the period
For the year ended
ended
Particulars 30 % of % of % of % of
March March 31, March 31,
Septemb Total Total Total Total
31, 2022 2021 2020
er 2022 Income Income Income Income
Depreciation and 71.90 0.56
109.89 0.66 74.99 0.45 52.00 0.26
amortization expense
Other expenses 395.98 3.07 815.28 4.91 930.07 5.56 543.95 2.70
Total Expenses (B) 12547.48 97.21 16399.25 98.77 16,573.14 99.10 19,984.33 99.31
Profit before Exceptional 360.01 2.79
204.04 1.23 149.82 0.90 139.60 0.69
Items(A-B)
Exceptional Items - - - - - - -
Profit Before Tax 360.01 2.79 204.04 1.23 149.82 0.90 139.60 0.69
Tax expense :
(i) Current tax 101.37 0.79 47.39 0.29 34.49 0.21 40.64 0.20
(ii) Deferred tax (0.26) 0.00 10.49 0.06 7.75 0.05 -1.78 -0.01
Total Tax Expense 101.11 0.79 57.87 0.35 42.24 0.25 38.86 0.19
Profit for the year 258.90 2.01 146.17 0.88 107.57 0.64 100.74 0.50
Review of Restated Financials,
Key Components of Company’s Profit and Loss Statement
Revenue from Sale of Services: Revenue from operations mainly consists from Sales of Products.
Other Income: Other Income Consist of Profit on Sale of Assets, Interest Income etc.
Expenses: Company’s expenses consist of Cost of Material Consumed, Purchases of Stock in Trade, Changes in Inventories of
Finished Goods, WIP & Stock in Trade, Employee benefit expenses, Finance Cost, Depreciation and Amortization expenses &
Other Expenses.
Employee Benefits Expense: Employee benefit expenses includes Salaries and Wages, Directors Remuneration & Contribution
to Statutory Funds etc.
Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV Basis as per the
rates set forth in the Companies Act, 2013/ Companies Act, 1956, as applicable.
Other Expenses: Other expenses includes Job Work Expenses, Freight Expenses, Professional Expenses & Export/Import
Expenses etc.
Fiscal 2022 compared with Fiscal 2021
Revenue from Operation
Revenue from operations had decreased by 0.73% from ₹ 16721.81 lakhs in Fiscal 2021 to ₹ 16599.02 lakhs in Fiscal 2022. The
change was primarily due to decrease in sales.
Other Income
Other income had increased by 271.30% from ₹ 1.15 lakhs in Fiscal 2021 to ₹ 4.27 lakhs in Fiscal 2022 due to increase in Interest
Income & Profit on Sale of Capital Assets.
Cost of Material Consumed
Cost of Material Consumed had increased by 11.83% from ₹ 12377.78 lakhs in Fiscal 2021 to ₹ 13841.80 Lakhs in the Fiscal
2022.
186
Purchase of Stock in Trade
Purchase of Stock in Trade had decreased by 65.70% from ₹ 2566.32 lakhs in Fiscal 2021 to ₹ 880.15 Lakhs in the Fiscal 2022.
This change was primarily due to Decrease in Revenue from Operations.
Changes in Inventory of Finished Goods, Work in Progress & Stock in Trade
These Expenses had decreased by 126.56% from ₹ 59.00 lakhs in Fiscal 2021 to ₹ (15.67) Lakhs in the Fiscal 2022. This change
was primarily due to Decrease in Revenue from Operations.
Employee Benefit Expenses
Employee benefit expenses had increased by 50.06% from ₹ 354.16 lakhs in Fiscal 2021 to ₹ 531.46 lakhs in Fiscal 2022. This
increase was primarily due to higher salary expenses.
Finance Costs
Finance Costs had increased from ₹ 210.82 lakhs in Fiscal 2021 to ₹ 236.34 in Fiscal 2022. This was primarily due to higher
interest paid during the financial year.
Depreciation and Amortization Expenses
Depreciation had increased by 46.54% from ₹ 74.99 lakhs in Fiscal 2021 to ₹ 109.89 lakhs in Fiscal 2022.
Other Expenses
Other expenses had decreased by 12.34% from ₹ 930.07 lakhs in Fiscal 2021 to ₹ 815.28 lakhs in Fiscal 2022. The decrease was
primarily due to decrease in Job Work Expenses, Freight Expenses & Other Misc. Expenses.
Tax Expenses
The Company’s tax expenses had increased by 37.00% from ₹ 42.24 lakhs in the Fiscal 2021 to ₹ 57.87 lakhs in Fiscal 2022. This
was primarily due to higher profit before tax during the financial year.
Profit after Tax
After accounting for taxes at applicable rates, our Company reported a net profit of ₹ 146.17 lakhs in Fiscal 2022 as compared to
a net profit of ₹ 107.57 lakhs in Fiscal 2021.
Fiscal 2021 compared with Fiscal 2020
Revenue from Operation
Revenue from operations had decreased by 16.90% from ₹ 20123.13 lakhs in Fiscal 2020 to ₹ 16721.81 lakhs in Fiscal 2021 was
due to covid, production activity has been affected as there is non-availability of manpower which effect production process and
results into decrease in sales.
Other Income
Other income had increased by 43.75% from ₹ 0.80 lakhs in Fiscal 2020 to ₹ 1.15 lakhs in Fiscal 2021.
Cost of Material Consumed
Cost of Material Consumed had decreased by 19.73% from ₹ 15420.01 lakhs in Fiscal 2020 to ₹ 12377.78 Lakhs in the Fiscal
2021. This change was primarily due to Decrease in Revenue from Operations.
Purchase of Stock in Trade
Purchase of Stock in Trade had decreased by 11% from ₹ 2883.59 lakhs in Fiscal 2020 to ₹ 2566.32 Lakhs in the Fiscal 2021. This
change was primarily due to Decrease in Revenue from Operations.
187
Changes in Inventory of Finished Goods, Work in Progress & Stock in Trade
These Expenses had decreased by 86.91% from ₹ 450.88 lakhs in Fiscal 2020 to ₹ 59 Lakhs in the Fiscal 2021. This change was
primarily due to Decrease in Revenue from Operations.
Employee Benefit Expenses
Employee benefit expenses had decreased by 5.27% from ₹ 373.85 lakhs in Fiscal 2020 to ₹ 354.16 lakhs in Fiscal 2021. This
decrease was primarily due to lower salary expenses.
Finance Costs
Finance Costs had decreased from ₹ 260.05 lakhs in Fiscal 2020 to ₹ 210.82 in Fiscal 2021. This was primarily due to lower
interest paid during the financial year.
Depreciation and Amortization Expenses
Depreciation had increased by 44.21% from ₹ 52.00 lakhs in Fiscal 2020 to ₹ 74.99 lakhs in Fiscal 2021.
Other Expenses
Other expenses had increased by 70.98% from ₹ 543.95 lakhs in Fiscal 2020 to ₹ 930.07 lakhs in Fiscal 2021. The increase was
primarily due to increase in Job Work Expenses, Freight Expenses & Other Misc. Expenses.
Tax Expenses
The Company’s tax expenses had increased by 8.70% from ₹ 38.86 lakhs in the Fiscal 2020 to ₹ 42.24 lakhs in Fiscal 2021. This
was primarily due to higher profit before tax during the financial year.
Profit after Tax
After accounting for taxes at applicable rates, our Company reported a net profit of ₹ 107.57 lakhs in Fiscal 2021 as compared to
a net profit of ₹ 100.74 lakhs in Fiscal 2020.
Cash Flows
(₹ in lakhs)
For the period For the year ended March 31,
Particulars ended September 2022 2021 2020
30, 2022
Net Cash from Operating Activities 278.54 682.25 228.41 140.70
Net Cash from Investing Activities (213.51) (318.61) (197.78) (219.23)
Net Cash used in Financing Activities 24.09 (333.23) (71.91) 87.25
Cash Flows from Operating Activities
Net cash from operating activities for fiscal 2022 was at ₹ 682.25 lakhs as compared to the Profit Before Tax at ₹ 204.04 lakhs
while for fiscal 2021 Net cash from operating activities was at ₹ 228.41 lakhs as compared to the Profit Before Tax at ₹ 149.82
Lakhs. This was primarily due to adjustments against adjustments against, changes in Working Capital.
Net cash from operating activities for fiscal 2021 was at ₹ 228.41 lakhs as compared to the Profit Before Tax at ₹ 149.82 lakhs
while for fiscal 2020, net cash from operating activities was at ₹ 140.70 lakhs as compared to the Profit Before Tax of ₹ 139.60
lakhs. This was primarily due to adjustments against, changes in Working Capital.
Net cash from operating activities for fiscal 2020 was at ₹ 140.70 lakhs as compared to the Profit Before Tax at ₹ 139.60 lakhs.
Cash Flows from Investment Activities
In fiscal 2022, the net cash invested in Investing Activities was ₹ (318.61) lakhs. This was mainly on account of Purchases of
Fixed Assets & Interest Income.
188
Fixed Assets & Increase in Capital Work in Progress.
Fixed Assets & Increase in Capital Work in Progress.
Cash Flows from Financing Activities
In fiscal 2022, the net cash from financing activities was ₹ (333.23) lakhs. This was on account of payment of Interest of
Borrowings.
In fiscal 2021, the net cash from financing activities was ₹ (71.91) lakhs. This was on account of payment of Interest of Borrowings.
In fiscal 2020, the net cash from financing activities was ₹ 87.25 lakhs. This was on account of Payment of Borrowings.
Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
1. Unusual or infrequent events or transactions
There has not been any unusual trend on account of our business activity. There are no Unusual or infrequent events or transactions
in our Company. The transactions are as per usual business operations.
2. Significant economic changes that materially affected or are likely to affect income from continuing operations.
Except for any change in economic policy affecting agrochemical industry in India, there are no other significant economic changes
that may materially affect or likely to affect income from continuing operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income
from continuing operations.
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 21 in the Prospectus, in our opinion there are
no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from
continuing operations.
4. Future changes in relationship between costs and revenues
Our Company’s future costs and revenues will be determined by growth of industry in which we operate.
5. Increases in net sales or revenue and Introduction of new products or services or increased sales prices
Increases in revenues are by and large linked to increases in volume of our business.
6. Status of any publicly announced New Products or Business Segment
Our Company has not announced any new Product.
7. Seasonality of business
Our Company’s business is seasonal in nature as it is agrochemical industry.
8. Dependence on few customers and Suppliers
The percentage of contribution of our Company’s Top Customers/Clients for the year ended September 30, 2022 is as follows:
Particulars Customers
Top Ten (%) 56.58%
189
Particulars Suppliers
Top Ten (%) 42.74%
9. Competitive conditions
Competitive conditions are as described under the Chapters “Industry Overview” and “Business Overview” beginning on pages
82 and 95, respectively of the Prospectus.
10. Details of material developments after the date of last balance sheet i.e. September 30, 2022
There is no material development after the date of last balance sheet i.e. September 30, 2022.
190
CAPITALISATION STATEMENT
(Rs. in Lakhs)
Particulars Pre-Issue 30-09-2022 Post Issue
Borrowings
Short term debt (A) 1,725.08 1,725.08
Long Term Debt (B) 1,210.46 1,210.46
Total debts (C) 2,935.53 2,935.53
Shareholders’ funds
Equity share capital 499.50 680.78

Reserve and surplus - as restated 1,243.65 2247.59
Total shareholders’ funds 1,743.15 2928.37
Long term debt / shareholders’ funds 0.69 0.41

Total debt / shareholders’ funds 1.68 1.00
NOTES:
1. Short term Debts represent which are expected to be paid/payable within 12 months and excludes installment of term loans
repayable within 12 months.
2. Long term Debts represent debts other than Short term Debts as defined above but includes installment of term loans
repayable within 12 months grouped under other current liabilities
3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at 30/09/2022.
191
SECTION X - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory authorities; (iii)
claims relating to direct and indirect taxes; or (iv) Material Litigation (as defined below); involving our Company, Directors,
Promoters or Group Companies. Our Board, in its meeting held on April 09, 2022, determined that all pending litigation involving
our Company, holding, Subsidiary, Directors, Promoters and Group Companies, other than criminal proceedings and statutory
or regulatory actions, disciplinary actions including penalty imposed by SEBI or stock exchanges, claims related to direct and
indirect taxes, would be considered ‘material’ if the monetary amount of claim by or against the entity or person in any such
pending proceeding is in excess of Rs. 1,00,000/- (“Material Litigation”).
As per the materiality policy adopted by the Board of our Company in its meeting held on April 09, 2022, creditors of our Company
The outstanding dues to creditors in excess of Rs. 1,00,000/- will be considered material. Details of outstanding dues to creditors
(including micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006) as
required under the SEBI Regulations have been disclosed on our website at https://www.aristobiotech.com/
Our Company, Directors, Promoter and Group Companies are not Wilful Defaulters or fraudulent borrower and there have been
no violations of securities laws in the past or pending against them.
OUTSTANDING LITIGATION INVOLVING OUR COMPANY, DIRECTORS, PROMOTERS AND SUBSIDIARIES
PART 1: LITIGATION RELATING TO OUR COMPANY
A. FILED AGAINST OUR COMPANY
1) Litigation involving Criminal Laws
NIL
2) Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3) Disciplinary Actions by Authorities
NIL
4) Litigation involving Tax Liability
Indirect Tax:
A. Notice bearing no. ZD240721011915N and ZD240721011935L both dated 13.07.2021 have been served to the Company
under Section 61 read with Rule 99 (1) of the GST, by Commercial Tax Officer, Vadodara, Gujarat, wherein intimation has
been made to the Company regarding several discrepancies noticed in respect of returns filed for F.Y. 2018-19 and F.Y.
2019-20 respectively and explanations have been sought in respect of such discrepancies. The same is pending with concerned
authority.
B. An assessment order dated 02.03.2018 had been passed by the state Tax officer (3), Unit-7, Vadodara, Gujarat, under Rule
9(a) of the Central Sales Tax (Gujarat) Rules, 1970 for the period between 01.04.2013 till 31.03.2014, wherein a demand of
net amount of Rs. 1,33,118/- had been raised against M/s. Aristo Bio-tech and Lifescience Limited (hereinafter referred to as
the “Assessee”). The Assessee in response to the said order had filed an appeal in Vera Samadhan Scheme 2019 Acknowledge
Date 26/01/2020 vide Acknowledge No. 99KS0036492 and had requested for the permanent stay of recovery proceedings in
respect of the order and the same is pending before the Gujarat Tax, Appeal, Vadodara.
C. An assessment order dated 02.03.2018 had been passed by the state Tax officer (3), Unit-7, Vadodara, Gujarat, under Section
32, 34, 35 of Gujarat Value Added Tax Act, 2003 for the period between 01.04.2013 till 31.03.2014, wherein a demand of
net amount of Rs. 5,77,616/- had been raised against M/s. Aristo Bio-tech and Lifescience Limited (hereinafter referred to as
the “Assessee”). The Assessee in response to the said order had filed an appeal in Vera Samadhan Scheme 2019 Acknowledge
Date 26/01/2020 vide Acknowledge No. 99KS0036492 and had requested for the permanent stay of recovery proceedings in
respect of the order and the same is pending before the Gujarat Tax, Appeal, Vadodara.
192
D. An assessment order dated 02.03.2018 had been passed by the state Tax officer (3), Unit-7, Vadodara, Gujarat, under Section
32, 34, 35 of Gujarat Value Added Tax Act, 2003 for the period between 01.04.2017 till 30.06.2017, wherein a demand of
net amount of Rs. 59,63,750/- had been raised. The Assessee in response to the said order had filed an appeal against the
order on January 03, 2022 and the same is pending.
5) Other Pending Litigation based on Materiality Policy of our Company
A. The Company (Applicant) had vide application no. 3934942 dated 04.09.2018 filed for registration of its logo as
trademark with the office of Controller General of Patents, Designs & Trademarks, Ministry of Commerce and Industry
(hereinafter referred to as the “Authority”). However, the said application has been opposed vide opposition no. 1037449
dated 20.03.2020 filed by M/s. Aristo Pharmaceuticals Private Limited, Mumbai, India and another opposition no. 1040651
dated 16.04.2020 by M/s. Arysta Lifescience Corporation, Tokyo, Japan (both the parties hereinafter collectively referred to
as “the opponents”). Counter statements in respect of the above oppositions have already been filed by the Applicants and in
response to same, counter affidavits have been filed by both the opponents. The opponents in their applications and counter
affidavits have prayed the authority to refuse the registration of the applicant’s application and to award the cost of proceeding
in favor of the opponents and a request for amendment is pending for processing.
B. Raam Chem PTE. Ltd. (Plaintiff) V/s. 1. UPL Limited 2. Aristo Bio-Tech and Lifescience Pvt. Ltd., 3. Falcon
International Biosciences LLP, 4. Jay Laxmi Industries, 5. Orchid Agro Systems (Parties from 1 to 5 collectively
referred to as Defendants and individually as Defendant No. 1, 2, 3, 4 & 5 respectively) bearing registration no.
COMS/233/2021 dated 18.12.2021.
An Interim Application No. IA/1169/2022 dated 23.03.2022 filed by the Defendant No. 2 in the above Suit.
Interim Application No. IA/1175/2022 dated 23.03.2022 filed by the Defendant No. 5 in the above Suit.
The Plaintiff having been approached by on Adama for procuring a product by the name Mancozeb 75% WG (hereinafter
referred to as “the Product”) a fungicide used for control of a wide variety of diseases in agricultural, ornamental and
horticulture crops and is commonly used by farmers for cultivation of Apple fruits, placed a purchase order with Defendant
No. 3. Defendant No. 3 procured the product from Defendant No. 2 (also being the applicant herein) who got it manufactured
from Defendant No. 4. To get the product manufactured, the Defendant No. 2 supplied the Active Ingredient to Defendant
No. 4, which the Defendant No. 2 along with Defendant No. 5, procured from Defendant No. 1.
Defendant No. 4 manufactured the Product and supplied the entire consignment to Defendant no. 2 which re-packed the
product into smaller bags of 10Kgs each and supplied the same to Defendant No. 3, which directly shipped the product to the
Adama on behalf of the Plaintiff.
The Product was then sold by Adama to its Client which then sold the products to its final end user customers. Later the
Plaintiff complaint to have received assertion from Adama claiming to that the Product contained a chemical which is
phytotoxic to specific strains of Apples and hence the apple trees of the of certain farmers allegedly got damaged. The Plaintiff
indicated that Adama claims to have settled the claims of 29 farmers to the tune of NZD 13,310,098.87 and incurred cost of
NZD 1,349,316.42 in that regard.
The Plaintiff indicates that due to alleged loss, suffered by Adama, Adama instituted proceedings in New Zealand (NZ) High
Court against the plaintiff claiming the damages of NZD 13,310,098.87 and the cost of NZD 1,349,316.42 incurred by it for
settlements. Pending proceedings against the Plaintiff in the High Court of New Zealand, the Plaintiff preferred a the
captioned suit on the Original Side of the Honb’le Bombay High Court under the Commercial Division lodged on 10.01.2020
bearing Commercial Suit lodging No. 28 of 2020.
Thereafter the plaintiff subsequently lodged an application under Clause XII of the Letters Patent Act as LPETN lodging No.
112 of 2020 numbered LPETN/71/2020 and the Suit finally got registered on 18.12.2021 bearing Suit No. 233 of 2021.
The Defendant No. 2 in the aforementioned suit, filed the present Interim Application bearing registration no. IA/1169/2022
dated 23.03.2022 with the Honb’le High Court of Bombay, seeking relief by way of Rejection of Plaint as being barred in
view of Section 12A of the Commercial Courts Act, 2015 read along with Section 9 of the Code of Civil Procedure, 1908
and on other grounds.
NOTE: As the above suit has been collectively filed against the Company and M/s. Orchid Agro System (a Partnership firm
in which the promoters of the Company i.e. Mr. Narendra Singh Barhat and Mr. Ketankumar Harkantbhai Joshi), the same
has been included under the litigation against the Company only and not been reproduced under the heading, litigation against
the promoters.
193
C. State through Amrik Sing Insecticide Inspector V/s. Muradwala Spray Center, Aristo Biotech and Life Science Pvt.
Ltd., N.S. Barhat (2423/2017, regn no. 41/2017) pending before Chief Judicial Magistrate, Taluka Court, Fazilka
under section 24.3 of Insecticides Act, 1968.
A show cause notice dated 24.11.2015 bearing no. 4249 was issued by Insecticide Inspector, Fazilka, Distt. Fazilk (the
Authority) to M/s. Aristo Biotech Lifescience Pvt. Ltd. (hereinafter referred to as the Company) wherein it had been alleged
that the sample of Buprofezin 25%SC a pesticide which was manufactured by the Company, was taken from the premises of
M/s. Muradwala Spray Centre, ArniwalaShekh Subhan Fazilka and was sent for analysis at the Insecticide testing Laboratory,
Chandigarh where the same was not found in order as its active ingredient content were below as specified under IS
Specifications. Hence the Company was accused of by manufacturing, marketing, stocking for sale &Selling misbranded
pesticides in violation of the provisions of Section 3(K)(1), 17,18,29 & 33 of the Insecticides Act, 1968 (the Act) & Section
10(4) of the Insecticides Rules 1971 (the Rules) and was called to show cause as to why action be not taken under rule 27(5)
of the Rules punishable u/s. 29 of the Act. Upon getting it re-tested from the Central Insecticide Testing Lab, Faridabad,
where the product was again found to be misbranded by the senior Analyst in Faridabad.
In view of above, a prosecution petition dated 22.09.2017, under the provisions of the Act was filed by the Authority before
the court of Sub divisional Judicial Magistrate, Fazilka and Mr. N.S. Barhat and others being responsible person in the
manufacturer and dealers were also made parties to the petition.
The matter is pending with the Chief Judicial Magistrate, Taluka Court, Fazilka and was last heard on 18.01.2023.
D. State through Amrik Singh Insecticide Inspector V/s. Modern Fertilizer, Aristo Biotech and Life Science Pvt. Ltd., N.S.
Barhat (Filing No. 14937/2021, reg. No. 754/2021 dated 28.10.2021) pending before Chief Judicial Magistrate,
Jalandhar, under section 3(K)(1), 17, 18, 33, 29(1)(a) of the Insecticides Act.
A Show cause notice bearing no. 6098-99/ADO(PP) dated 26.07.2021 had been issued to M/s. Aristo Biotech Life Science
Pvt. Ltd. (hereinafter referred to as “Aristo) And M/s. Sinochem India Company Pvt. Ltd.(hereinafter referred to as
“Sinochem”) (both parties collectively referred to as the “Parties”) under Section 14 of Insecticides Act 1968 (the Act), by
Chief Agricultural Officer cum Licensing Officer, Jalandhar wherein it has been alleged that the a sample of Butachlor 50%
EW (Code No. BI-04) an insecticide, Manufactured by Aristo and marketed by Sinochem, drawn from the premises of M/s.
Modern Fertilizers, did not confirm to the IS Specifications as the percentage content of active ingredient component were
below the specified standards and hence M/s. Aristo has been accused of violating the provisions of section
3(K)(1),17,18,33,29(1)(a) of the Act and hence been called to show cause and to explain and present evidence before the
authority in contravention of the report. In response to the said Show cause notice, Aristo replied to the Authority with an
analysis report from its quality control department according to which the alleged sample met the IS specifications and were
up to the mark and hence request was made to send the sample for reanalysis to Central Lab. On finding the reply not upto
the mark, this petition was filed with the Chief Judicial Magistrate, Jalandhar and Aristo being the manufacture and Mr. Ketan
H. Joshi being the Director of Aristo along with others were made parties to the petition.
The matter was last listed on 08.12.2022 for appearance and the next listed date for appearance is 08.02.2023.
E. State through Insecticide Inspector V/s. 1. Punjab Khad Store 2. Sh. Manjeet Singh Kapoor, Proprietor of Punjab Khad
Store; 3. M/s. Sinochem India Company Pvt. Ltd. (marketer); 4. Sh. Sanjay Choudhary, Director of Sinochem India
Company Pvt. Ltd.; 5. Sh. Bhupinder Duggal, Responsible person for conduct of business of M/s. Sinochem India
Company Pvt. Ltd.; 6. Sh. Paramveer Singh Pathania, Godown Incharge of Sinochem; 7. M/s. Aristo Biotech and Life
Science Pvt. Ltd., Manufacturer through Sh. Narendra Singh Barhat; 8. Sh. Narendra Singh Barhat, Director of Aristo
Biotech And Life Science Pvt. Ltd. (filing No. 10003/2019 registration no. 184/2019 both dated 23.05.2019) filed with the
Chief Judicial Magistrate, Jalandhar. COMA complaint Act pending under section 3(K)(1),17,18,33,29(1)(a) of the
Insecticides Act 1968
A Show cause notice bearing no. 2681/ADO(PP) dated 23.07.2018 had been issued to M/s. Aristo Biotech Life Science Pvt.
Ltd. (hereinafter referred to as “Aristo”) under Section 14 of Insecticides Act 1968, By Chief Agricultural Officer cum
Licensing Officer, Jalandhar wherein it has been alleged that the a sample of Butachlor 50% EW (Code No. BI-03), an
insecticide, manufactured by Aristo and drawn from the premises of M/s. Punjab Khad Store (India) 10, New Grain Market,
Jalandhar, did not confirm to the IS Specifications as the percentage content of active ingredient component was below the
specified standard. Thus the product being misbranded, M/s. Aristo has been accused of violating the provisions of section
3(K)(1), 17, 18, 33, 29(1)(a) of the Insecticides Act 1968 (the Act) by selling, stocking and distributing misbranded
insecticides and hence it has been called upon to show cause and to explain and present evidence before the authority in
contravention to the report. In response to the said Show cause notice, Aristo replied to the Authority with an analysis report
194
from its quality control department according to which the alleged sample met the IS specifications and were up to the mark
and hence request was made to send the sample for reanalysis to Central Lab.
Upon receiving a variation of 4.46% 2nd time from the report of Central Lab, Faridabad and the sample being found
substandard and misbranded, notices were served to accused no. 1 to 8, collectively alleging them to be liable u/s. 29(i)(a) of
the Act and the license of M/s. Punjab Khad Store (India) 10, was cancelled by the Chief Agriculture Officer vide his office
memo no. 4935 dated 13.11.2018. Upon receipt of unsatisfactory or no reply to the notices, the concerned Agricultural Officer
filed this petition dated 22.05.2019 with the Chief Judicial Magistrate, Jalandhar and the same is pending at the stage of
appearance with the Honb’le Court.
The matter was last listed on 02.02.2023 .
F. State of Punjab V/s. Goyal Pesticides, N.S Barhat, Samar Singh Yadav, Gambhir Singh, Bharat Patel (Case No.:
PBMN03-000297-2019, 297/2019)
A Show cause notice bearing had been issued to M/s. Aristo Biotech Life Science Pvt. Ltd. (hereinafter referred to as “Aristo”)
under Section 14 of Insecticides Act 1968 (the Act), by Agriculture Development Officer, Mansa wherein it has been alleged
that the a sample of an Insecticide Manufactured by Aristo, drawn from the premises of M/s. Goyal Pesticides, Mansa did not
confirm to the IS Specifications as the percentage content of active ingredient component is lower than the given strength and
hence Aristo has been accused of Manufacturing, stocking for sale and selling misbranded products in violation of the
provisions of section 3(K)(1),17,18,33,29(1)(a) of the Act by and hence been called to show cause and to explain and present
evidence before the authority in contravention of the report.
On finding the reply not upto the mark, this petition dated 01.02.2019 was filed with the Chief Judicial Magistrate, Mansa,
and M/s. Goyal Pesticides, Mr. N.S. Barhat, Mr. Samar Singh Yadav, Mr. Gambhir Singh and Mr. Bharat Patel being person
responsible as stockiest, sellers, manufacturers and like were also made party to the case. The matter is pending for charge
and is under hearing..
B. CASES FILED BY OUR COMPANY
A. Aristo Biotech and Lifescience Limited (Hereinafter referred to as the “Complainant”) V/s. Amit Kumar Singh S/o.
Suresh Singh, Proprietor Jai Kishan Fertilizer (hereinafter referred to as the “Defendant”) (Criminal Case No.
3491/2021 dated 23.09.2021 filed with 3-2nd Addl Civil Judge & JMFC at Savli, Vadodara U/S. 138 of Negotiable
Instruments Act, 1881)
The Complainant has accused that after having received representatios from the the defendant, the defendant was appointed
as the Distributor of the crop protection Agrochemicals and pesticides. upon which the defendant was supposed to procure
and execute orders on behalf of the Complainant. Accordingly, the defendant placed orders for supply of products for an
aggregate amount of Rs. 9,45,458/- during the F.Y. 2019-20 and as alleged by the Complainant, made the payment of Rs.
5,68,739.50 only leaving a balance of Rs. 3,76,754.50 which is pending to be paid till date despite of several reminders.
As further alleged by the Complainant, the cheque no. 000021 dated 26.07.2021 issued by the defendant for Rs. 5,50,261/-
(Rs. 3,76,755/- being the original amount and Rs. 1,73,516/- being the interest) drawn on Bank of Baroda, upon being
presented to the Complainant’s Bank, returned dishonored for Insufficient Funds. Aggrieved by this, the Complainant filed
this complaint under Section 138 of Negotiable Instruments Act, 1881 after issuing a demand notice dated 21.08.2021 with
honb’le Civil Judge Savali, Vadodara. The matter was last heard on 22.12.2022.
.
B. Aristo Biotech and Lifescience Limited (Hereinafter referred to as the “Complainant”) V/s. Mr. Gurvinder Singh,
Proprietor of Krishi Vikas Kendra, (hereinafter referred to as the “Defendant”) (Criminal Case No. 839/2021 dated
29.04.2021 filed in the Court of 2nd Addl Civil Judge & JMFC, at Savli, Vadodara U/S. 138 of Negotiable Instruments
Act, 1881).
The Complainant has accused that after having received representatios from the the defendant, the defendant was appointed
as the Distributor of the crop protection Agrochemicals and pesticides for Bareli area. upon which the defendant was supposed
to procure and execute orders on behalf of the Complainant. Accordingly the defendant placed orders for supply of products
for an aggregate amount of Rs. 2,90,293/- during the F.Y. 2019-20 and as alleged by the Complainant, the defendant made
the payment of Rs. 1,60,000/- only leaving a balance of Rs. 1,30,293/- which as per complainant is pending to be paid till
date, despite of several reminders.
195
As further alleged by the Complainant, the cheque no. 000050 dated 05.03.2021 issued by the defendant for Rs. 1,49,837/-
(Rs. 1,30,293/- being the original amount and Rs. 19,544/- being the interest) drawn on Bank of Baroda, upon being presented
to the Complainant’s Bank, returned dishonored for Insufficient Funds. Aggrieved by this, the Complainant filed this
complaint under Section 138 of Negotiable Instruments Act, 1881 after issuing a demand notice dated 05.04.2021 with
honb’le Civil Judge Savali, Vadodara. The matter was first heard on 25.05.2021 and next date of hearing on 02.02.2023.
NIL
NIL
NIL
NIL
PART 2: LITIGATION RELATING TO OUR DIRECTORS AND PROMOTERS OF THE COMPANY
A. LITIGATION AGAINST OUR DIRECTORS AND PROMOTERS
NIL
NIL
NIL
NIL
A. State of Punjab V/s. . M/s. Raj Agro Chemicals, Mr. Shunty Jagga, M/s. Gagan Agro Chemicals, Mr. Sunil Kumar Periwal,
M/s. Orchid Agro Systems, Vadodara, Gujarat M/s. Sumichem Orgaic Pvt. Ltd., Mr. Ravinder Pal Singh and Mr. Ketan
H Joshi (Filing No. 4833/2019, registration no. CRR/250/2019 both dated 23.11.2019)
A Show cause notice bearing no. 6018 dated 26.09.2013 had been issued to M/s. Orchid Agro System (hereinafter referred
to as “Orchid”) under Section 14 of Insecticides Act 1968 (the Act), by Chief Agricultural Officer, Ferozpur wherein it has
been alleged that the a sample of Imidacloprid 30.5% 56 an Insecticide Manufactured by Orchid and marketed by M/s.
Sumichem Organics Pv. Ltd., drawn from the premises of M/s. Raj Agro chemicals, VPO Jhummiaqndid not confirm to the
IS Specifications as the percentage content of active ingredient component is lower than the given strength of 30.5%. and
hence Orchid has been accused of stocking for sale and selling misbranded products in violation of the provisions of section
3(K)(1),17,18,33,29(1)(a) of the Act by and hence been called to show cause and to explain and present evidence before the
authority in contravention of the report. The Case was pronounced in the open Court on 22.07.2019 & the decision was
announced in favour of M/s. Orchid Agro System as The Hon. Magistrate found that prosecution miserably failed to prove
that any such offence has been committed by accused person in the present case. Hence no ground is made out to frame
charges against the accused person at this stage and accordingly all the accused were discharged.
196
However, state government is not satisfied by decision of Hon. Judicial Magistrate and hence State Government has filled
appeal in the court of Hon. Additional District and Sessons Judge-2 Fazilka.
The matter is pending for arguments on 05.01.2023
B. State of Punjab V/s. Goyal Pesticides, N.S Barhat, Samar Singh Yadav, Gambhir Singh, Bharat Patel (Case No.:
PBMN03-000297-2019, 297/2019)
A Show cause notice bearing no. 4727-30 dated 23.09.2013 had been issued to M/s. Aristo Biotech Life Science Pvt. Ltd.
(hereinafter referred to as “Aristo”) under Section 14 of Insecticides Act 1968 (the Act), by Agriculture Development Officer,
Mansa wherein it has been alleged that the a sample of Cartap Hydrochloride 4% GR an Insecticide Manufactured by Aristo,
drawn from the premises of M/s. Goyal Pesticides, Mansa did not confirm to the IS Specifications as the percentage content
of active ingredient component is lower than the given strength and hence Aristo has been accused of Manufacturing, stocking
for sale and selling misbranded products in violation of the provisions of section 3(K)(1),17,18,33,29(1)(a) of the Act by and
hence been called to show cause and to explain and present evidence before the authority in contravention of the report.
On finding the reply not upto the mark, this petition dated 01.02.2019 was filed with the Chief Judicial Magistrate, Mansa,
and M/s. Goyal Pesticides, Mr. N.S. Barhat, Mr. Samar Singh Yadav, Mr. Gambhir Singh and Mr. Bharat Patel being person
responsible as stockiest, sellers, manufacturers and like were also made party to the case.
The matter is pending for charge and the next date of hearing is on 10.01.2023.
C. State of Punjab V/s. M/s. Orchid Agro Systems, Vadodara, Gujarat and seven others (Filing No. 4833/2019, registration
no. CRR/250/2019 both dated 23.11.2019)
A Show cause notice bearing no. 6018 dated 26.09.2013 had been issued to M/s. Orchid Agro System (Partnership firm of
Promoters) (hereinafter referred to as “Orchid”) under Section 14 of Insecticides Act 1968 (the Act), by Chief Agricultural
Officer, Ferozpur wherein it has been alleged that the a sample of an Insecticide Manufactured by Orchid and marketed by
M/s. Sumichem Organics Pvt. Ltd., drawn from the premises of M/s. Raj Agro chemicals, VPO Jhummiaqndid not confirm
to the IS Specifications as the percentage content of active ingredient component is lower than the given strength of 30.5%.
and hence Orchid has been accused of stocking for sale and selling misbranded products in violation of the provisions of
section 3(K)(1),17,18,33,29(1)(a) of the Act by and hence been called to show cause and to explain and present evidence
before the authority in contravention of the report. The Case was pronounced in the open Court on 22.07.2019 & the decision
was announced in favour of M/s. Orchid Agro System as The Hon. Magistrate found that prosecution miserably failed to
prove that any such offence has been committed by accused person in the present case. Hence no ground is made out to frame
charges against the accused person at this stage and accordingly all the accused were discharged.
However, state government is not satisfied by decision of Hon. Judicial Magistrate and hence State Government has filled
appeal in the court of Hon. Additional District and Sessons Judge-2 Fazilka. The matter is pending for arguments on
05.01.2023.
B. LITIGATION FILED BY OUR DIRECTORS AND PROMOTERS
NIL

NIL
NIL
NIL
197
PART 3: LITIGATION RELATING TO OUR SUBSIDIARIES
A. LITIGATION AGAINST OUR SUBSIDIARIES
NIL
NIL
NIL
NIL
NIL
B. LITIGATION FILED BY OUR SUBSIDIARIES
NIL
NIL
NIL
NIL
NIL
MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE
Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of Operations”
beginning on page 184 there have been no material developments that have occurred after the Last Balance Sheet Date.
OUTSTANDING DUES TO CREDITORS
There are no disputes with such entities in relation to payments to be made to our Creditors. The details pertaining to amounts due
towards such creditors are available on the website of our Company.
Below are the details of the Creditors where outstanding amount as on September 30, 2022: -
Name Balance as on 30.09.2022 (in Lakhs)

Total Outstanding dues to Micro and Small & Medium Enterprises 230.68
198
Total Outstanding dues to Creditors other than Micro and Small &
5784.49
Medium Enterprises
199
GOVERNMENT AND OTHER APPROVALS
We have received the necessary consents, licenses, permissions and approvals from the Government and various governmental
agencies required for our present business (as applicable on date of this Prospectus) and except as mentioned below, no further
approvals are required for carrying on our present business.
In view of the approvals listed below, we can undertake this Issue and our current/proposed business activities and no further
major approvals from any governmental or regulatory authority or any other entity are required to be undertaken in respect of
the Issue or to continue our business activities. It must be distinctly understood that, in granting these approvals, the Government
of India does not take any responsibility for our financial soundness or for the correctness of any of the statements made or
opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date of this Prospectus.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company to
carry out its activities. The following are the details of licenses, permissions and approvals obtained by the Company under various
Central and State Laws for carrying out its business:
Approvals In Relation to Our Company’s incorporation
1. Certificate of Incorporation dated 17.03.2005 from the Registrar of Companies, Mumbai, under the Companies Act, 1956
as “ARISTO BIO-TECH AND LIFESCIENCE PRIVATE LIMITED” (Corporate Identification No.:
U01100MH2005PTC152037)
2. Fresh Certificate of Incorporation dated 20.05.2020 from the Registrar of Companies, Mumbai, Maharashtra, consequent
to conversion of the Company “ARISTO BIO-TECH AND LIFESCIENCE PRIVATE LIMITED” to “ARISTO BIO-
TECH AND LIFESCIENCE LIMITED” (Corporate Identification No. - U01100MH2005PLC152037)
3. Certificate of Registration of Order of Regional Director for Change of Registered office of the Company from the state
of Maharashtra to the state of Gujarat dated 18.11.2021 from the Registrar of Companies, Ahmedabad, Gujarat bearing
Corporate Identification No. - U01100GJ2005PLC127397.
Approvals in relation to the Issue
Corporate Approvals
1. Our Board of Directors has, pursuant to resolutions passed at its meeting held on March 11, 2022 authorized the Issue, subject
to the approval by the shareholders of our Company under section 62(1) (c) of the Companies Act, 2013.
2. Our shareholders have, pursuant to a resolution dated April 06, 2022, under Section 62(1) (c) of the Companies Act, 2013,
authorized the Issue.
3. Our Board of Directors has, pursuant to a resolution dated September 08, 2022 and January 06, 2023 authorized our Company
to take necessary action for filing the Prospectus and Prospectus respectively with NSE EMERGE.
Approvals from Stock Exchange
1. Our Company has received in- principle listing approval from the NSE EMERGE dated October 19, 2022 for listing of Equity
Shares issued pursuant to the issue.
Other Approvals
1. The Company has entered into a tripartite agreement dated May 10, 2019 with the Central Depository Services (India) Limited
(CDSL) and the Registrar and Transfer Agent, who in this case is Link Intime India Private Limited, for the dematerialization
of its shares.
2. The Company has entered into an agreement dated May 10, 2019 with the National Securities Depository Limited (NSDL)
and the Registrar and Transfer Agent, who in this case is Link Intime India Private Limited, for the dematerialization of its
shares.
200
Tax Related Approvals
Address of Place of Registration Issuing Date of Date of

S.No Description
Business / Premises Number Authority issue Expiry
Permanent NA AAFCA1552P Income Tax -- Valid till
1. Account Number Department Cancelled
(PAN)
Tax Deduction 4 Neel Orchid, Plot PNEA06804A Income Tax -- Valid till
Account Number No.4, Sector-10, New Department Cancelled
2. (TAN) Panvel, Panvel-
410206, Maharashtra
3. Professions Tax E26, GIDC Estate, 19090590214 Profession Tax 19.01.2008 Valid till
Registration Manjusar, Savli, officer(C-026) Cancelled
certificate Vadodara,Gujarat, registration br.
(P.T.E.C.): 391775 Gujarat
4. Professions Tax E26, GIDC Estate, PER19090590213 Profession Tax 19.01.2008 Valid till
Registration Manjusar, Savli, officer(C-026) Cancelled
certificate Vadodara,Gujarat, registration br.
(P.T.R.C.): 391775 Gujarat
5. GST Registration E-24/25/26, Gidc 24AAFCA1552P1 Goods and 13.07.2020 Valid till
Certificate Estate, Manjusar, Tal ZL Services Tax Cancelled
Gujarat Savli, department
Vadodara,Gujarat,
391775
6. GST Registration Godown No 1, Street 03AAFCA1552P1 Goods and 22.10.2018 Valid till
Certificate No 5 Hardev nagar, ZP Services Tax Cancelled
Punjab Sivian Road, Bathinda, department
Bathinda, Punjab,
151001
7. GST Registration 99A, New Dhan 08AAFCA1552P1 Goods and 16.07.2018 Valid till
Certificate Mandi, Hanumangarh, ZF Services Tax Cancelled
Rajasthan Town, Hanumangarh, department
Rajasthan, 335513
8. GST Registration 296, Ist Floor, Sahara 09AAFCA1552P1 Goods and 28.07.2018 Valid till
Certificate Shopping Center, ZD Services Tax Cancelled
Uttar Pradesh Faizabad Road, Indira department
Nagar, Lucknow, Uttar
Pradesh, 226026
9. GST Registration N.A., Bareilly Road, 05AAFCA1552P1 Goods and 26.09.2017 Valid till
Certificate Kichha, Udham Singh ZL Services Tax Cancelled
Uttarakhand Nagar, Uttarakhand, department
263148
10. Central Sales Tax E26, GIDC Estate, 24692100998 Gujarat 01.04.2009 Valid till
Registration Manjusar, Savli, Commercial Cancelled
Number Vadodara,Gujarat, Tax,Unit-
391775 7,Vadodara
11. VAT, Gujarat E26, GIDC Estate, 24192100998 Gujarat 02.07.2009 Valid till
Manjusar, Savli, Commercial Cancelled
Vadodara,Gujarat, Tax,Unit-
391775 7,Vadodara
12.. Central Excise E26, GIDC Estate, AAFCA1552PXM Commissioner 17.07.2008 Valid till
Registration Manjusar, Savli, 001 of Central Cancelled
Number Vadodara,Gujarat, Excise,
391775 Divisional 1,
Vadodara-1
13. Service Tax E26, GIDC Estate, AAFCA1552PST Office Of The 11.09.2008 Valid till
Registration Manjusar, Savli, 001 Assistant Cancelled
201
Number Vadodara,Gujarat, Commissioner,
391775 Central Excise &
Customs,
Vadodara
Business Related Approvals
Address of Premises Registration Issuing Date of Date of

S.No. Description
Number Authority issue Expiry
License to Aristo Bio-Tech & License No. 551 Directorate of Original Valid for 5
Manufacture Lifescience Private Agriculture, issue date: years from
Insecticides Limited, Government of 17.02.2007 date of
1. E-26, G.I.D.C. Manjusar Gujarat Renewed on renewal
Tal.Savil, Dist- 04.08.2022
Vadodara, Gujarat-
391775
Consolidated Aristo Bio-Tech & WH-38638 Gujarat 28.09.2019 30.06.2024
Consent and Lifescience Private Pollution
Authorization Limited, Control Board
(CC&A) under E-26, G.I.D.C. Manjusar
Water Tal.Savil, Dist-
(Prevention and Vadodara, Gujarat-
Control of 391775
Pollution) Act,
1974;
Water
(Prevention and
Control of
2. Pollution) Act,
1981 and
Hazardous and
Other Wastes
(Management
and
Transboundary
Movement)
Rules, 2016
framed under
Environment
Protection Act,
1986
License to Aristo Bio-Tech & P/WC/GJ/15/24 Petroleum and Original 31.12.2029
Import and Store Lifescience Private 84 (P232661) Explosives issue date:
Petroleum in an Limited, Safety 07.09.2009
Installation E-26, G.I.D.C. Manjusar Organisation Renewed on
3.
Tal. Savil, Dist- (PESO) 16.12.2019
Vadodara, Gujarat- Ministry of
391775 Commerce and
Industry
Labour Approvals

S.No. Description
Employees E-26, G.I.D.C. Manjusar VDBRD006674 Employees 22.05.2007 Valid till
Provident Fund Tal. Savil, Dist- 7 Provident Fund Cancelled
1.
License Vadodara, Gujarat- Organization
391775
Registration E-26, G.I.D.C. Manjusar 3800047505000 Sub Regional 31.07.2019 Valid till
2.
under Employee Tal. Savil, Dist- 0301 Office, Cancelled
202
State Insurance Vadodara, Gujarat- Employee State
Corporation 391775 Insurance
(ESIC) Corporation
Factory License E-24, 25, 26, G.I.D.C. Registration no. Directorate 01.12.2008 31.12.2025
Manjusar Tal. Savil, Dist- 319/24219/2008 Industrial Safety
3. Vadodara, Gujarat- and Health,
391775 License No. Gujarat State
4422
Other Approvals

S.No. Description
Importer- 4 Neel Orchid, Plot No.41 0305035878 Ministry of 22.08.2005 Valid till
Exporter Code Sector-10,New Commerce and Cancelled
Panvel,,Maharashtra,Palg Industry,
har-410206 Directorate
General of
1.
Branch office: E- Foreign trade,
24/25/26, GIDC Estate, Mumbai
Manjusar, Savli,
Vadodara,Gujarat,
391775
ISO 9001:2015 Aristo Bio-Tech & Life ANZSIC Code: TCL, 08.02.2021 31.01.2023
Science 1831, 1832 Transpacific
Limited,E/24,25,26, Certificate certifications
2.
G.I.D.C. Manjusar No.15323 Limited
Tal.Savil,Dist-Vadodara,
Gujarat-391775
Udyam Aristo Bio-Tech And UDYAM-GJ- Ministry of 08.09.2020 Valid till
Registration Lifescience Private 24-0003717 Micro Small & Cancelled
Certificate Limited ,E/24,25,26, Medium
3.
G.I.D.C. Manjusar Enterprises,
Tal.Savil,Dist-Vadodara, Vadodara,
Gujarat-391775 Ahmedabad
Certificate of E26, GIDC Estate, 2273041/VAD/2 the Controller, 14.03.2022 Next due
Verification Manjusar, Savli, 022/1 Legal Metrology date on
issued under the Vadodara,Gujarat, Gujarat State 14.03.2023
4.
Standards of 391775
Weights &
Measures Act
SSI Registration E26, Gidc Estate, DIC/VAD/SSI/3 District 15.02.2008 Valid till
Certificate Manjusar, Savli, 766 Industries Cancelled
5.
Vadodara,Gujarat, Center,
391775 Vadodara
Shop & 4 Neel Orchid, Plot No.4, 2210300316589 Office of Deputy 24.06.2022 Valid till
Establishment Sector-10, New Panvel, 759 Commissioner Cancelled
under Panvel - 410206, (Application No of labour,
Maharashtra Sho Maharashtra – Raigad
ps and 106180172203)
6. Establishments (
Regulation of
Employment and
Condition of
Service) Act,
2017
Shop & Godown No 1, Street BAT01/202207/ Inspector, Shops 27.07.2022 Valid till
Commercial No 5 Hardev nagar, Sivian 040 and Commercial Cancelled
7.
Establishments Road, Bathinda, Bathinda, Establishments,
under The Punjab, 151001
203
Punjab Shops Bathinda Grade-
and Commercial I Circle
Establishments
Act, 1958
Registration E26, Gidc Estate, CHEM/SSM- The Joint 29.04.2022 31.03.2023
Cum Manjusar, Savli, CUM-ME/A- Director of
8. Membership Vadodara,Gujarat, 391775 30/2016- Foreign Trade
Certificate 17/182695
(RCMC)
Solvent License E26, Gidc Estate, BRD/01/2018 District 01.01.2022 31.12.2022
Manjusar, Savli, Magistrate,
9.
Vadodara,Gujarat, 391775 Vadodara,
Gujarat
Intellectual Property
Set forth below are the trademarks registered/abandoned/objected in the name of our Company under the Trademarks Act, 1999:
-
S.No. Logo/ Class Nature of Trademark Owner Application No. & Date
Trademark
Aristo Bio-Tech Application No. – 3934942

1. Trademark 5 & Life Science Application Date – 04/09/2018
Private Limited Status- Opposed
The Details of Domain Name registered on the name of the Company is: -
S.No. Domain Name and ID Sponsoring Registrar Registrant Name Creation Registration
and IANA ID Date Expiry Date
Registrar:
Aristo Bio-Tech
1763649777_DOMAIN_COM
1. www.aristobiotech.com & Life Science 03.12.2012 03.12.2024
-VRSN
Limited
Registrar IANA ID: 1495
License Applied for Renewal:
S.No. Description Issuing Authority Date of Application

1. Solvent License (BRD/01/2018) District Magistrate, Vadodara, Gujarat 02.11.2022
Except as disclosed above, there are no any consents, licenses, permissions, and approvals required by the Company for its
operation which are applied or yet to be received or not yet applied.
204
SECTION XI: INFORMATION WITH RESPECT TO GROUP COMPANIES
As per the SEBI ICDR Regulations, 2018 for the purpose of identification of Group Companies, our Company has considered
companies covered under the Accounting Standard 18 as per Restated Financial Statements (other than our Subsidiary Company
if any) and other companies considered material by our Board with which our Company has had related party transactions during
the period for which financial information is disclosed, as covered under the applicable accounting standards, and also other
companies as considered material by the board.
Pursuant to a resolution of our Board dated April 09, 2022 for the purpose of disclosure in relation to Group Companies in
connection with the Issue, a company shall be considered material and disclosed as a Group Company if Such company forms part
of the Promoter Group of our Company in terms of Regulation of the SEBI ICDR Regulations and Companies who entered into
one or more transactions with such company in preceding fiscal or audit period as the case may be exceeding 10% of total revenue
of the company as per Restated Financial Statements.
Based on the above, our Company does not have "Group Companies" in terms of the definition provided for above, as on date of
this Prospectus.
205
SECTION XII - OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Fresh Issue
This Issue in terms of this Prospectus has been authorized by the Board of Directors pursuant to a resolution dated March 11, 2022
and by the shareholders pursuant to a special resolution in an Extra Ordinary General Meeting held on April 06, 2022 under section
62 (1) (c) of the Companies Act, 2013.
Our Company has obtained in-principle approval from the NSE Emerge for using its name in the Draft Prospectus/Prospectus
pursuant to letter dated October 19, 2022. NSE is the Designated Stock Exchange.
Prohibition by the SEBI or other Governmental Authorities
Our Company, our Group Company, our Promoters, our Promoter Group, our Directors, Person in control of Promoter or
Company, have not been prohibited from accessing the capital market for any reason or restrained from buying, selling or dealing
in securities, under any order or directions by the SEBI or any other regulatory or government authorities.
The listing of any securities of our Company has never been refused by any of the Stock Exchanges in India.
None of our Directors are associated with the securities market and there are no violations of securities laws committed by any of
them in the past or pending against them, nor have any companies with which our director was associated have been debarred or
prohibited from accessing the capital markets under any order or direction passed by the SEBI or any other authority.
Further, none of our Promoters or Directors are declared as fugitive economic offenders under Fugitive Economic Offenders Act,
2018.
Association with Securities Market
None of our Directors in any manner are associated with the securities market and there has been no action taken by the SEBI
against the Directors or any other entity with which our Directors are associated as promoters or directors.
Prohibition by RBI
Neither our Company, our subsidiary, our Promoter, our Directors, the relatives (as defined under the Companies Act, 2013) of
Promoter or the person(s) in control of our Company have been identified as a wilful defaulter or fraudulent borrower by the RBI
or other governmental authority and there has been no violation of any securities law committed by any of them in the past and no
such proceedings are pending against any of them except as details provided in the chapter “Outstanding Litigations And Material
Development” beginning on page 192 of the Prospectus.
Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018
Our Company is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018 (“SBO Rules”), to the extent
applicable, as on the date of the Prospectus.
Eligibility for the Issue
Our Company is eligible in terms of Regulations 230 of SEBI ICDR Regulations for this Issue.
Our Company is eligible for the Issue in accordance with the Regulation 229 (1) of Chapter IX of the SEBI (ICDR) Regulations,
2018, whereby, an issuer whose post issue paid-up capital is less than ten crore rupees. Our Company shall issue shares to the
public and has proposed to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the
SME Platform of NSE i.e. NSE EMERGE).
As per Regulation 229 (3) of the SEBI ICDR Regulations, our Company satisfies track record and/or other eligibility conditions
of NSE in accordance with the Restated Financial Statements, prepared in accordance with the Companies Act and restated in
accordance with the SEBI ICDR Regulations.
206
We confirm that:
1. In accordance with regulation 260 of the SEBI (ICDR) Regulations, this Issue was 100% underwritten and shall not restrict
to the minimum subscription level. The LM shall underwrite at least 15% of the total Issue size. For further details pertaining
to underwriting please refer to chapter titled “General Information” beginning on page 46 of this Prospectus.
2. In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed
allottees in the Issue is greater than or equal to fifty, otherwise, the entire application money will be refunded forthwith. If
such money is not repaid within eight days from the date our company becomes liable to repay it, then our company and every
officer in default shall, on and from expiry of eight days, be liable to repay such application money, with interest as prescribed
under section 40 of the Companies Act, 2013.
3. In accordance with Regulation 246 of the SEBI (ICDR) Regulations, we will file Prospectus with SEBI as well as stock
exchange (s). However, Board shall not issue any observation pursuant to Regulation 246(2) of the SEBI (ICDR) Regulations.
4. In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an agreement with the LM and
Market Maker to ensure compulsory market making for the minimum period of three years from the date of listing of equity
shares offered in this issue. For further details of the market making arrangement see chapter titled “General Information”
5. The Post Issue paid up capital of the company will be less than ₹ 25 Crore.
6. The Company has a track record of atleast 3 years as on the date of filling Prospectus.
7. The Net-worth of our Company is Positive as per latest audited financial statement.
8. Our Company’s net worth and Operating Profit (earnings before interest, depreciation and tax), based on the Restated
Financial Statements included in this Prospectus for the period ended September 30, 2022 and as at Fiscals ended March 31,
2022, March 31, 2021 and 2020 are set forth below:
(Rs. in Lakhs)
Particulars September 30, 2022 March 31, 2022 March 31, 2021 March 31, 2020
Net Worth 1743.15 1,483.05 1,338.08 1,230.51
Operating Profit 508.94 546.00 434.48 450.85
(i) Net Worth has been computed as the aggregate of equity shares capital and reserves (excluding revaluation reserves)
and after deducting miscellaneous expenditure not written off, if any.
(ii) Operating Profit has been defined as the Earnings before interest, depreciation and tax from operations Less Other
Incomes.
9. The Company will mandatorily facilitate trading in demat securities and will enter into agreement with both the depositories.
10. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
11. There is no winding up petition against our Company that has been admitted by the Court or a liquidator has not been appointed
of competent Jurisdiction against the Company.
12. No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against the
company.
13. Our Company confirms that there is no material regulatory or disciplinary action by a stock exchange or regulatory authority
in the past one year in respect of promoters, Group Companies, companies promoted by the promoters of the company.
14. Our Company has a website i.e. www.aristobiotech.com
Other Disclosures:
1) We have Disclosed all material regulatory or disciplinary action by a stock exchange or regulatory authority in the past one
year in respect of promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting
company(ies) of the applicant company in the Prospectus.
207
2) There are no Defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks,
FIs by the applicant, promoters/promoting company(ies), group companies, companies promoted by the promoters/promoting
company(ies) during the past three years. An auditor's certificate will be provided by the issuer to the exchange, in this regard.
3) We have Disclosed the details of the applicant, promoters/promoting company(ies), group companies, companies promoted
by the promoters/promoting company(ies) litigation record, the nature of litigation, and status of litigation, For details, please
refer the chapter “Outstanding Litigations & Material Developments” on page no. 192 of this Prospectus.
4) We have disclosed all details of the track record of the directors, the status of criminal cases filed or nature of the investigation
being undertaken with regard to alleged commission of any offence by any of its directors and its effect on the business of the
company, where all or any of the directors of issuer have or has been charge-sheeted with serious crimes like murder, rape,
forgery, economic offences etc. For Details, refer the chapter “Outstanding Litigation & Material Developments” on page no.
As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that:
 The Prospectus has been filed with NSE and our Company has made an application to NSE for listing of its Equity Shares on
the SME platform. NSE is the Designated Stock Exchange.
 Our Company has entered into an agreement dated May 10, 2019 with NSDL and agreement dated May 10, 2019 with CDSL
for dematerialization of its Equity Shares already issued and proposed to be issued.
 The entire pre-Issue capital of our Company has shares fully paid-up Equity Shares and the Equity Shares proposed to be
issued pursuant to this IPO will be fully paid-up.
 The entire Equity Shares held by the Promoters is in dematerialized form.
 Our Company has made firm arrangements of finance through verifiable means towards seventy-five per cent of the stated
means of finance for funding from the issue proceeds, excluding the amount to be raised through the proposed public offer or
through existing identifiable internal accruals – Not required as the object of Issue is working capital requirement, general
corporate purpose and issue expenses, for details, please refer the chapter “Objects of the Issue” on page no. 71 of this
Prospectus.
Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230 (2) of the SEBI ICDR
Regulations, to the extent applicable.
Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 228 of the SEBI ICDR Regulations,
to the extent applicable. The details of our compliance with Regulation 228 of the SEBI ICDR Regulations are as follows:
(a) Neither our Company nor our Promoter, members of our Promoter Group or our Directors are debarred from accessing the
capital markets by the SEBI.
(b) None of our Promoter or Directors are promoters or directors of companies which are debarred from accessing the capital
markets by the SEBI.
(c) Neither our Company nor our Promoters or Directors is a wilful defaulter or fraudulent borrower.
(d) None of our Promoters or Directors is a fugitive economic offender.
We further confirm that we shall be complying with all other requirements as laid down for such offer under Chapter IX of SEBI
(ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the Stock
Exchange.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF PROSPECTUS TO SECURITIES AND

EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER
FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE PROSPECTUS. THE LEAD MERCHANT BANKER, BEELINE CAPITAL ADVISORS
PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE
PROPOSED ISSUE.
208
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY ARE PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE PROSPECTUS, THE LEAD MERCHANT BANKER IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKER, BEELINE CAPITAL ADVISORS
PRIVATE LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JANURAY 06, 2023
THE FILING OF THE PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE LEAD
MANAGER ANY IRREGULARITIES OR LAPSES IN THE PROSPECTUS.
Note:
All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus with the Registrar
of Companies, Ahmedabad in terms of sections 26, 32 and 33 of the Companies Act,
Disclaimer from our Company and the Lead Manager
Our Company and the Lead Manager accept no responsibility for statements made otherwise than those contained in this
Prospectus or, in case of the Company, in any 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 LM accept no responsibility, save to the limited extent as provided in the MOU entered between the LM (Beeline Capital
Advisors Private Limited) and our Company on April 12, 2022 and the Underwriting Agreement dated December 30, 2022 entered
into between the Underwriters and our Company and the Market Making Agreement dated December 30, 2022 entered into among
the Market Maker and our Company.
All information shall be made available by our Company and the Lead Manager 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 collection centres or elsewhere.
The Lead Manager and their respective associates and affiliates may engage in transactions with, and perform services for, our
Company, our subsidiary, our Promoter Group, Group Entities, or our affiliates or associates in the ordinary course of business
and have engaged, or may in future engage, in commercial banking and investment banking transactions with our Company, our
Promoter Group, Group Entities, and our affiliates or associates, for which they have received and may in future receive
compensation.
Disclaimer in Respect of Jurisdiction
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs,
companies, corporate bodies and societies registered under applicable laws in India and authorized to invest in shares, Indian
mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, cooperative banks
(subject to RBI permission), or trusts under applicable trust law and who are authorized under their constitution to hold and invest
in shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, VCFs, state industrial development
corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds (subject
to applicable law) with a minimum corpus of ₹ 2,500.00 Lakhs and pension funds with a minimum corpus of ₹ 2,500.00 Lakhs,
and permitted non-residents including FIIs, Eligible NRIs, multilateral and bilateral development financial institutions, FVCIs and
eligible foreign investors, insurance funds set up and managed by army, navy or air force of the Union of India and insurance
funds set up and managed by the Department of Posts, India provided that they are eligible under all applicable laws and regulations
to hold Equity Shares of our Company. This Prospectus does not, however, constitute an offer to sell or an invitation to subscribe
for Equity Shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction. Any person into whose possession this Prospectus comes is required to inform himself or herself
about, and to observe, any such restrictions.
Any dispute arising out of this Issue will be subject to jurisdiction of the competent court(s) in Ahmedabad.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Prospectus may not
be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the
209
delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of our Company from the date hereof or that the information contained herein is correct as of any time
subsequent to this date.
Disclaimer Clause under Rule 144a of the U.S. Securities Act
The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the "Securities Act")
or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or
benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and
sold outside the United States in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction
where those offers and sales occur. The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in
any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.
Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any
economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity
Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction, including India.
Disclaimer Clause of the SME Platform of NSE
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter referred
to as NSE). NSE has given vide its letter NSE/LIST/1846 dated October 19, 2022, permission to the Issuer to use the Exchange’s
name in this Offer Document as one of the stock exchanges on which this Issuer’s securities are proposed to be listed. The
Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of granting the
aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any
way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that this
Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial
or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be
suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated
or omitted to be stated herein or any other reason whatsoever.”
Filing
This Prospectus is being filed with National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra-
Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra.
The copy of the Prospectus will not have filed with SEBI and SEBI will not issue any observation on the Prospectus in terms of
Regulation 246(2) of the SEBI (ICDR) Regulations, 2018. Pursuant to SEBI Circular No SEBI/HO/CFD/DIL1/CIR/P/2018/011
dated January 19, 2018, a copy of the Prospectus will be filed online through SEBI Intermediary portal at
https:\\siportal.sebi.gov.in.
A copy of the Prospectus, along with the documents required to be filed under Section 26 of the Companies Act, 2013 would be
delivered for registration to the Registrar of Companies, ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop,
Naranpura, Ahmedabad – 380 013.
Listing
The Equity Shares of our Company are proposed to be listed on NSE Emerge. Our Company has obtained in-principle approval
from NSE by way of its letter dated October 19, 2022 for listing of equity shares on NSE Emerge (NSE Emerge).
NSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue. If the permission
to deal in and for an official quotation of the Equity Shares on the SME Platform is not granted by NSE, our Company shall
forthwith repay, all moneys received from the applicants in pursuance of this Prospectus. If such money is not repaid within the
prescribed time then our Company becomes liable to repay it, then our Company and every officer in default shall, shall be liable
to repay such application money, with interest, as prescribed under the applicable law.
210
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading
at the NSE Emerge mentioned above are taken within Six (6) Working Days of the Issue Closing Date. If Equity Shares are not
Allotted pursuant to the Issue within Six (6) Working Days from the Issue Closing Date or within such timeline as prescribed by
the SEBI, our Company shall repay with interest all monies received from applicants, failing which interest shall be due to be paid
to the applicants at the rate of 15% per annum for the delayed period.
Impersonation
Attention of the Applicants 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 to action under section 447 of the Companies, Act 2013
Consents
Consents in writing of (a) Our Directors, Our Promoters, Our Company Secretary & Compliance Officer, Chief Financial Officer,
Our Statutory Auditor, Our Peer Review Auditor, Our Banker(s) to the Company; (b) Lead Manager, Registrar to the Issue,
Banker(s) to the Issue, Legal Advisor to the Issue, Underwriter(s) to the Issue and Market Maker to the Issue to act in their
respective capacities have been be obtained as required under section 26 of the Companies Act, 2013 and shall be filed along with
a copy of the Prospectus with the RoC, as required under Sections 32 of the Companies Act, 2013 and such consents will not be
withdrawn up to the time of delivery of the Prospectus for registration with the RoC.
In accordance with the Companies Act and the SEBI (ICDR) Regulations, M/s Prakash Chandra Jain & Co., Chartered Accountant
Peer Review Auditors of the Company have agreed to provide their written consent to the inclusion of their respective reports on
Statement of Possible Tax Benefits relating to the possible tax benefits and restated financial statements as included in this
Prospectus/Prospectus in the form and context in which they appear therein and such consent and reports will not be withdrawn
up to the time of delivery of this Prospectus.
Experts Opinion
Except for the reports in the section “Financial information of our Company” and “Statement of Possible Tax Benefits” on page
146 and 78 of this Prospectus from the Peer Review Auditors and Statutory Auditor, our Company has not obtained any expert
opinions. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act 1933.
Particulars regarding Public or Rights Issues during the last five (5) years
Our Company has not made any previous public or rights issue in India or abroad the five (5) years preceding the date of this
Prospectus except as disclosed in this Prospectus.
Previous issues of Equity Shares otherwise than for cash
For detailed description please refer to section titled “Capital Structure” beginning on page 54 of this Prospectus.
Underwriting Commission, brokerage and selling commission on Previous Issues
Since this is the initial public offering of our Company’s Equity Shares, no sum has been paid or has been payable as commission
or brokerage for subscribing for or procuring or agreeing to procure subscription for any of the Equity Shares since our
incorporation.
211
Particulars in regard to our Company and other listed group-companies / subsidiaries/ associates under the same
management within the meaning of Section 370(1B) of the Companies Act, 1956 / Section 186 of the Companies Act, 2013
which made any capital issue during the last three years:
Neither our Company nor any other companies under the same management within the meaning of Section 370(1B) of the
Companies Act, 1956 has made / Section 186 of the Companies Act, 2013, had made any public issue or rights issue during the
last three years.
Performance vis-à-vis objects – Public/rights issue of our Company and/or listed Group Companies/ Subsidiaries and
Associates of our Company
Except as stated in the chapter titled “Capital Structure” beginning on page 54 of this Prospectus our Company has not undertaken
any previous public or rights issue. None of the Group Companies/ Entities or associates of our Company are listed on any stock
exchange.
Performance vis-a-vis objects - Last Issue of Group/Associate Companies
Except as disclosed in this Prospectus, All of our Group/ Associate are unlisted and have not made a public issue of shares.
Outstanding Debentures or Bond Issues or Redeemable Preference Shares and other instruments
Our Company does not have any outstanding debentures or bonds or Preference Redeemable Shares as on the date of filing this
Prospectus.
Outstanding Convertible Instruments
Our Company does not have any outstanding convertible instruments as on the date of filing this Prospectus.
Option to Subscribe
Equity Shares being offered through the Prospectus can be applied for in dematerialized form only.
Stock Market Data of the Equity Shares
This being an initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any Stock Exchanges.
Mechanism for Redressal of Investor Grievances
The Agreement amongst the Registrar to the Issue, our Company provides for retention of records with the Registrar to the Issue
for a period of at least three (3) year from the last date of dispatch of the letters of allotment, or refund orders, demat credit or
where refunds are being made electronically, giving of refund instructions to the clearing system, to enable the investors to
approach the Registrar to the Issue for redressal of their grievances.
We hereby confirm that there is no investor complaints received during the three years preceding the filing of Prospectus. Since
there is no investor complaints received, none are pending as on the date of filing of this Prospectus.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the
applicant, application number, number of Equity Shares applied for, amount paid on application, Depository Participant, and the
bank branch or collection centre where the application was submitted.
The Applicant should give full details such as name of the sole/ first Applicant, Application Form number, Applicant DP ID, Client
ID, PAN, date of the Application Form, address of the Applicant, number of the Equity Shares applied for and the name and
address of the Designated Intermediary where the Application Form was submitted by the Applicant. Further, the investor shall
also enclose the Acknowledgement Slip from the Designated Intermediaries in addition to the documents or information mentioned
herein above.
Disposal of Investor Grievances by our Company
Our Company estimates that the average time required by our Company or the Registrar to the Issue for the redressal of routine
investor grievances shall be fifteen (15) Working Days from the date of receipt of the complaint. In case of complaints that are not
routine or where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible.
212
Our Company has constituted Stakeholders Relationship Committee in the meeting of our Board of Directors held on April 09,
2022. For further details on the Stakeholders Relationship Committee, please refer to section titled “Our Management” beginning
on page 127 of this Prospectus.
Our Company has appointed Ms. Neha Batra, Company Secretary, as the Compliance Officer to redress complaints, if
any, of the investors participating in the Issue. Contact details for our Company Secretary and Compliance Officer are as
follows:
Ms. Neha Batra

E-24, 25, 26, G.I.D.C., Manjusar,
Tel. No.: +91-2667-264843
Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-
receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account etc.
Pursuant to the press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web-based complaints
redress system “SCORES”. This would enable investors to lodge and follow up their complaints and track the status of redressal
of such complaints from anywhere. For more details, investors are requested to visit the website www.scores.gov.in
Status of Investor Complaints
We confirm that we have not received any investor compliant during the three years preceding the date of this Prospectus and
hence there are no pending investor complaints as on the date of this Prospectus.
Disposal of investor grievances by listed companies under the same management as our Company
We do not have any listed company under the same management.
Change in Auditors during the last three (3) years
Except as disclosed in Chapter titled “General Information” beginning on Page 46 of this Prospectus; there are no changes in the
Auditors of the company during the last three years.
Capitalization of Reserves or Profits
Except as disclosed under section titled “Capital Structure” beginning on page 54 of this Prospectus, our Company has not
capitalized its reserves or profits at any time during the last five (5) years.
Revaluation of Assets
Our Company has not revalued its assets in five (5) years preceding the date of this Prospectus.
Tax Implications
Investors who are allotted Equity Shares in the Issue will be subject to capital gains tax on any resale of the Equity Shares at
applicable rates, depending on the duration for which the investors have held the Equity Shares prior to such resale and whether
the Equity Shares are sold on the Stock Exchanges. For details, please refer the section titled “Statement of Possible Tax Benefits”
Purchase of Property
Other than as disclosed in Section “Business Overview” on page 95 of the Prospectus, there is no property which has been
purchased or acquired or is proposed to be purchased or acquired which is to be paid for wholly or partly from the proceeds of the
present Issue or the purchase or acquisition of which has not been completed on the date of the Prospectus, other than property, in
respect of which:
213
The contract for the purchase or acquisition was entered into in the ordinary course of business, or the contract was entered into in
contemplation of the Issue, or that the Issue was contemplated in consequence of the contract; or the amount of the purchase money
is not material.
Except as stated elsewhere in the Prospectus, our Company has not purchased any property in which the Promoter and/or Directors
have any direct or indirect interest in any payment made there under.
Servicing Behavior
Except as stated in this Prospectus, there has been no default in payment of statutory dues or of interest or principal in respect of
our borrowings or deposits.
Payment or benefit to officers of Our Company
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is
entitled to any benefit upon termination of his employment in our Company or superannuation.
Except as disclosed in chapter titled “Our Management” beginning on page 127 and Restated Statement of Related Party
Transactions” under chapter titled “Financial Information of our Company” beginning on page 146 of the Prospectus, none of the
beneficiaries of loans and advances and sundry debtors are related to the Directors of our Company.
Exemption from complying with any provision of security laws, if any granted by SEBI
As on date of Prospectus, our company has not availed any exemption from complying with any provision of security laws granted
by SEBI
Statement on Price Information of Past Issues handled by Beeline Capital Advisors Private Limited:
Sr Issue name Issue Issue Listing Opening +/-% change in +/- % change in +/- % change
. size (Rs Price date Price on closing price, closing price, in closing
N in Cr.) (Rs.) listing [+/- % change [+/- % change price, [+/- %
o. date in closing in closing change in
benchmark]- benchmark]- closing
30th calendar 90th calendar benchmark]-
days from days from 180th calendar
listing listing days from
listing
1. Jay Jalaram Septemb 64.44% 468.33%
Technologies 10.80 36.00 er 08, 50.00 -
Limited 2022 (-2.72%) (4.74%)
2. Septemb 67.36% 72.73%
Viviana Power
8.80 55.00 er 16, 90.00 -
Tech Limited (-1.97%) (6.44%)
2022
3. Kandarp Digi Septemb
-49.33% -49.83%
Smart BPO 8.10 30.00 er 28, 30.00 -
Limited 2022 (5.21%) (6.86%)
4. Trident Lifeline October 28.71%
35.34 101.00 105.00 - -
Limited 10, 2022 (5.51%)
5. Novemb 39.06%
Vital Chemtech
64.64 101.00 er 14, 164.00 - -
Limited (1.52%)
2022
6. RBM Infracon January
8.37 36.00 52.50 - - -
Limited 04, 2023
Source: Price Information www.bseindia.com and www.nseindia.com, Issue Information from respective Prospectus.
Summary statement of Disclosure:
214
Financial To Total No. of IPOs trading No. of IPOs trading No. of IPOs trading No. of IPOs trading
Year tal amoun at discount- 30th at Premium- 30th at discount- 180th at Premium- 180th
no. t of calendar days from calendar days from calendar days from calendar days from
of funds listing listing listing listing
IP raised
Os (Rs.
Cr.)
Over Bet Less Over Bet Less Over Betw Less Over Bet Less
50% wee tha 50% wee than 50% een than 50% wee than
n n n 25% 25- 25% n 25%
25- 25 25- 50% 25-
50% % 50 50
% %
2022-23 6 136.05 - 1 - 2 2 - - - - - - -
2021-22 NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Note:
1. Opening price information as disclosed on the website of BSE/NSE.
2. Change in closing price over the issue/offer price as disclosed on BSE/NSE.
3. Change in closing price over the closing price as on the listing date for benchmark index viz. BSE SENSEX/NIFTY 50.
4. In case of reporting dates falling on a trading holiday or a day on which there was no trading in the scrip, values for the
trading day immediately preceding the trading holiday/ no trading day for the scrip/benchmark, have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus
89 calendar days; 180th calendar day has been taken a listing date plus 179 calendar days.
Track Record of past issues handled by Beeline Capital Advisors Private Limited
For details regarding track record of BRLM to the Offer as specified in the Circular reference no. CIR/MIRSD/1/2012 dated
January 10, 2012 issued by the SEBI, please refer the website of the LM at: www.beelinemb.com
Note:
Investors who apply in the Issue will be required to confirm and will be deemed to have represented to our Company and
the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not
offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws,
rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters
and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising
any investor on whether such investor is eligible to acquire the Equity Shares in the Issue.
215
SECTION XIII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being offered are subject to the provisions of the Companies Act, 2013, SCRR, 1957, SEBI (ICDR) Regulations,
2018 , our Memorandum and Articles of Association, the terms of the Prospectus, Prospectus, Application Form, the Revision
Form, the Confirmation of Allocation Note (CAN), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and other terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be
executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and
regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government
of India, the Stock Exchanges, the RBI, the FIPB, the RoC and/or other authorities, as in force on the date of the Issue and to the
extent applicable.
For details in relation to Issue expenses, see “Objects of the Issue” and “Other Regulatory and Statutory Disclosures” on pages 71
and 206, respectively.
Authority for the Issue
The present Public Issue which have been authorized by a resolution of the Board of Directors of our Company at their meeting
held on March 11, 2022 and was approved by the Shareholders of the Company by passing Special Resolution at the Extra-
Ordinary General Meeting held on April 06, 2022 in accordance with the provisions of Section 62 (1) (c) of the Companies Act,
2013.
Ranking of Equity Shares
The Equity Shares being issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum and Articles
of Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including in respect of the
rights to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment. For further details, please
refer to "Description of Equity Shares and terms of the Articles of Association" on page 266 of the Prospectus.
Mode of Payment of Dividend
The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of Association, the provision
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and recommended by the Board of Directors
and the Shareholders at their discretion and will depend on a number of factors, including but not limited to earnings, capital
requirements and overall financial condition of our Company. We shall pay dividends in cash and as per provisions of the
Companies Act. For further details, please refer to “Dividend Policy” on page 145 of the Prospectus.
Face Value and Issue Price
The Equity Shares having a Face Value of ₹10.00 each are being offered in terms of the Prospectus at the price of ₹ 72.00 per
equity Share (including premium of ₹ 62.00 per share). The Issue Price is determined by our Company in consultation with the
Lead Manager and is justified under the section titled “Basis for Issue Price” on page 76 of the Prospectus. At any given point of
time there shall be only one denomination of the Equity Shares of our Company, subject to applicable laws.
Compliance with SEBI (ICDR) Regulations
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall comply with all
disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the
following rights:
 Right to receive dividend, if declared;

 Right to receive Annual Reports & notices to members;
 Right to attend general meetings and exercise voting rights, unless prohibited by law;
 Right to vote on a poll either in person or by proxy;
 Right to receive offer for rights shares and be allotted bonus shares, if announced;
216
 Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied;
 Right of free transferability of the Equity Shares; and
 Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act,
terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and the Memorandum and
Articles of Association of our Company.
For a detailed description of the main provision of the Articles of Association of our Company relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/ or consolidation/ splitting, etc., please refer to Section titled “Description of Equity
Shares and terms of the Articles of Association” beginning on page 266 of the Prospectus.
Allotment only in Dematerialised Form
In terms of Section 29 of Companies Act, 2013, the Equity Shares shall be allotted only in dematerialised form. As per the SEBI
Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements have been
signed among our Company, the respective Depositories and the Registrar and Share Transfer Agent to the Issue:
1. Tripartite agreement dated May 10, 2019 between our Company, NSDL and the Registrar and Share Transfer Agent to the
Issue.
2. Tripartite agreement dated May 10, 2019 between our Company, CDSL and the Registrar and Share Transfer Agent to the
Issue.
Minimum Application Value, Market Lot and Trading Lot
The trading of the Equity Shares will happen in the minimum contract size of 1,600 Equity Shares and the same may be modified
by the SME platform of NSE from time to time by giving prior notice to investors at large.
Allocation and allotment of Equity Shares through this Issue will be done in multiples of 1,600 Equity Shares and is subject to a
minimum allotment of 1,600 Equity Shares to the successful applicants in terms of the SEBI circular No. CIR/MRD/DSA/06/2012
dated February 21, 2012.
Further, in accordance with SEBI (ICDR) Regulations the minimum application size in terms of number of specified securities
shall not be less than Rupees One Lakh per application.
Minimum Number of Allottees
The minimum number of allottees in the Issue shall be 50 shareholders in case the number of prospective allottees is less than 50,
no allotment will be made pursuant to this Issue and the amounts in the ASBA Account shall be unblocked forthwith.
Joint Holders
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity Shares
as joint-holders with benefits of survivorship.
Nomination Facility to Investor
In accordance with Section 72 of the Companies Act, 2013 the sole or first applicant, along with other joint applicant, may nominate
any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the applicants, as the
case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of
the death of the original holder(s), shall in accordance with Section 72 of the Companies Act, 2013 be entitled to the same
advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee
is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity
Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by
the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be
made only on the prescribed form available on request at the Registered Office of our Company or to the Registrar and Transfer
Agents of our Company.
In accordance with Section 72 of the Companies Act, 2013 any Person who becomes a nominee by virtue of Section 72 of the
Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either:
 To register himself or herself as the holder of the Equity Shares; or
217
 To make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 (ninety) days, the Board may thereafter
withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the
notice have been complied with.
Since the allotment of Equity Shares in the Issue is in dematerialized form, there is no need to make a separate nomination with
us. Nominations registered with the respective depository participant of the applicant would prevail. If the investors require
changing the nomination, they are requested to inform their respective depository participant.
Withdrawal of the Issue
Our Company in consultation with the Lead Manager, reserves the right not to proceed with the Issue at any time after the Issue
Opening Date but before the Board meeting for Allotment. In such an event our Company would issue a public notice in the
newspapers, in which the pre-issue advertisements were published, within two days of the issue Closing Date or such other time
as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The Lead Manager, through the Registrar to
the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Applicants within one day of receipt of such
notification. Our Company shall also promptly inform the Stock Exchange on which the Equity Shares were proposed to be listed.
Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading approvals of the Stock Exchange,
which our Company shall apply for after Allotment. If our Company withdraws the Issue after the Issue Closing Date and thereafter
determines that it will proceed with an IPO, our Company shall be required to file a fresh Prospectus.
Period of Operation of Subscription List of Public Issue
ISSUE OPENS ON JANUARY 16, 2023

ISSUE CLOSES ON JANUARY 19, 2023
Minimum Subscription
In accordance with Regulation 260 (1) of the SEBI (ICDR) Regulations, our Issue shall be hundred percent underwritten. Thus,
the underwriting obligations shall be for the entire hundred percent of the offer through the Prospectus and shall not be restricted
to the minimum subscription level. Further, in accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company
shall ensure that the minimum application size shall not be less than Rs. 1,00,000 (Rupees One Lakh) per application.
As per section 39 of the Companies Act 2013, if the “stated minimum amount” has not been subscribed and the sum payable on
Application is not received within a period of 30 days from the date of issue of Prospectus, the application money has to be returned
within such period as may be prescribed.
If the issuer does not receive the subscription of 100% of the Issue through this offer document including devolvement of
Underwriters within 60 (sixty) days from the date of closure of the issue, the issuer shall forthwith refund the entire subscription
amount received. If there is a delay beyond 8 (eight) days after the issuer becomes liable to pay the amount, the issuer shall pay
interest prescribed under Section 39 read with Rule 11 of Companies (Prospectus and Allotment of Securities) Rules, 2014 of the
Companies Act, 2013 and other applicable laws, if any.
In accordance with SEBI ICDR Regulations, the minimum number of allottees in this Issue shall be 50 shareholders. In case the
minimum number of prospective allottees is less than 50, no allotment will be made pursuant to this Issue and the amounts in the
ASBA Account shall be unblocked forthwith.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and
may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
Arrangements for disposal of odd lots
The trading of the Equity Shares will happen in the minimum contract size of 1,600 shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a shareholder
in one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the SME Exchange.
218
Application by Eligible NRIs, FPIs or VCFs registered with SEBI
It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such Eligible NRIs, FPIs
or VCF registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation.
As per the extent Guidelines of the Government of India, OCBs cannot participate in this Issue.
The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered with SEBI to
invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other
investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals.
Restrictions on transfer and transmission of shares or debentures and on their consolidation or splitting
Except for lock-in of the Pre- Issue Equity Shares and Promoter minimum contribution in the Issue as detailed in the section titled
“Capital Structure” beginning on page 54 of the Prospectus, and except as provided in the Articles of Association of our Company,
there are no restrictions on transfers of Equity Shares. There are no restrictions on transfer and transmission of shares/ debentures
and on their consolidation/ splitting except as provided in the Articles of Association. For further details, please refer sub-heading
" Description of Equity Shares and terms of the Articles of Association " on page 266 of the Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about the
limits applicable to them. Our Company and the Lead Managers do not accept any responsibility for the completeness and
accuracy of the information stated hereinabove. Our Company and the Lead Manager are not liable to inform to inform the
investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Applied
for do not exceed the applicable limits under laws or regulations.
Allotment of Securities in Dematerialised Form
In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be in the
dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares
on Allotment will be traded only on the dematerialized segment of the Stock Exchange.
Migration to Main Board
In accordance with the NSE Circular dated March 10, 2014, our Company will have to be mandatorily listed and traded on the
SME Platform of the NSE for a minimum period of 2 (Two) years from the date of listing and only after that it can migrate to the
Main Board of the NSE as per the guidelines specified by SEBI and as per the procedures laid down under Chapter IX of the SEBI
(ICDR) Regulations.
As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, our Company may migrate to the main board of
NSE from the SME Exchange on a later date subject to the following:
 If the Paid up Capital of the Company is likely to increase above ₹ 25 Crore by virtue of any further issue of capital by
way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal ballot
wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least two times
the number of votes cast by shareholders other than promoter shareholders against the proposal and for which the
Company has obtained in-principal approval from the main board), we shall have to apply to NSE for listing our shares
on its main board subject to the fulfillment of the eligibility criteria for listing of specified securities laid down by the
main board or
 If the Paid-Up Capital of our Company is more than ₹10.00 Crore and up to ₹25.00 Crore, our company may still apply
for migration to the Main Board. If our Company fulfils the eligibility criteria for listing laid down by the Main Board of
NSE and if the same has been approved by a special resolution through postal ballot wherein the votes cast by the
shareholders other than the Promoter in favour of the proposal amount to at least two times the number of votes cast by
shareholders other than promoter shareholders against the proposal.
219
Market Making
The shares offered through this Issue are proposed to be listed on the SME platform of NSE, wherein the Lead Manager to this
Issue shall ensure compulsory Market Making through the registered Market Makers of the SME Exchange for a minimum period
of 3 (three) years from the date of listing on the SME platform of NSE. For further details of the agreement entered into between
the Company, the Lead Manager and the Market Maker please refer to "General Information - Details of the Market Making
Arrangements for this Issue" on page 46 of the Prospectus.
In accordance with the SEBI Circular No. CIR/MRD/DSA/31/2012 dated November 27, 2012; it has been decided to make
applicable limits on the upper side for the Market Makers during market making process taking into consideration the Issue size
in the following manner:
Issue size Buy quote exemption threshold Re-entry threshold for buy quotes
(including mandatory initial (including mandatory initial
inventory of 5% of issue size) inventory of 5% of issue size)
Upto ₹20 Crore 25% 24%
Further, the Market Maker shall give (2) Two way squotes till it reaches the upper limit threshold; thereafter it has the option to
give only sell quotes. Two (2) way quotes shall be resumed the moment inventory reaches the prescribed re-entry threshold.
In view of the Market Maker obligation, there shall be no exemption/threshold on downside. However, in the event the Market
Maker exhausts its inventory through market making process on the platform of the exchange, the concerned stock exchange may
intimate the same to SEBI after due verification.
New Financial Instruments
There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes, etc. issued
by our Company.
Pre-Issue Advertisement
Subject to Section 30 of the Companies Act, 2013 our Company shall, after registering the Prospectus with the RoC publish a pre-
Issue advertisement, in the form prescribed by the SEBI (ICDR) Regulations, in one widely circulated English language national
daily newspaper; one widely circulated Hindi language national daily newspaper and one regional newspaper with wide circulation
where the Registered Office of our Company is situated.
Jurisdiction
Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Vadodara.
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 may not be offered or sold within the United States, except pursuant to an exemption from or in a transaction not
subject to, registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered or sold outside
the United States in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those
offers and sales occur.
may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the
220
ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229 (1) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time
to time, whereby, an issuer whose post issue paid up face value capital is less than Rs. 10 Crores, shall issue shares to the public
and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the SME Platform
of NSE). For further details regarding the salient features and terms of such an issue please refer chapter titled "Terms of the Issue"
and "Issue Procedure" on page 216 and 223 of the Prospectus.
The Issue comprise of a Public Issue of 18,12,800 Equity Shares of Face Value of ₹10/- each fully paid (The “Equity Shares”) for
cash at a price of ₹ 72/- per Equity Shares (including a premium of ₹ 62/- per equity share) aggregating to ₹ 1305.22 lakhs (“the
issue”) by our Company of which 91,200 Equity Shares of ₹10/- each will be reserved for subscription by Market Maker
Reservations Portion and a Net Issue to public of 17,21,600 Equity Shares of ₹10/- each is hereinafter referred to as the net issue.
The Issue and the Net Issue will constitute 26.63% and 25.29% respectively of the post issue paid up Equity Share Capital of the
Company.
The Issue is being made by way of Fixed Price Issue Process
Particulars of the Issue Net Issue to Public* Market Maker Reservation Portion
Number of Equity Shares available for 17,21,600 Equity Shares 91,200 Equity Shares
allocation
Percentage of Issue Size available for 94.97% of the Issue Size 5.03% of the Issue Size
allocation
Basis of Allotment Proportionate subject to minimum Firm Allotment
allotment of 1,600 Equity Shares and
further allotment in multiples of 1,600
Equity Shares each. For further details
please refer to “Issue Procedure” on
page 223 of this Prospectus.
Mode of Application All the applications shall make the Through ASBA Process Only
application (Online or Physical) through
ASBA Process Only
Mode of Allotment Compulsorily in dematerialized form. Compulsorily in dematerialized form.
Minimum Application Size For Other than Retail Individual 91,200 Equity Shares
Investors:
Such number of Equity Shares in
multiples of 1,600 Equity Shares at an
Issue price of ₹72/- each, such that the
Application Value exceeds ₹2.00 Lakh.
For Retail Individuals Investors:

1,600 Equity Shares at an Issue price of
₹72/- each
Maximum Application Size For Other than Retails Individual 91,200 Equity Shares
Investors:
The maximum application size is the
Net Issue to public subject to limits the
investor has to adhere under the relevant
laws and regulations applicable.
For Retail Individuals Investors:

Such number of Equity Shares in
multiples of 1,600 Equity Shares such
that the Application Value does not
exceed ₹2,00,000/-
Trading Lot 1,600 Equity Shares 1,600 Equity Shares, However the
Market Makers may accept odd lots if
any in the market as required under the
SEBI (ICDR) Regulations, 2018.
Application lot Size 1,600 Equity Shares thereafter Equity Shares and in multiples of 1,600
221
Terms of Payment The entire Application Amount shall be blocked by the SCSBs in the bank account
of the Applicants, or by the Sponsor Banks through UPI mechanism (for RIIs using
the UPI Mechanism) at the time of the submission of the Application Form
This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. For further
details, please refer to “Issue Structure” on page 221 of the Prospectus.
*As per Regulation 253(2) of the SEBI (ICDR) Regulations, as amended, as present issue is a fixed price issue ‘the allocation’ in
the net offer to the public category shall be made as follows:
a) Minimum fifty percent to retail individual investors; and

b) Remaining to
(i) Individual Applicant other than retail Individual Investors; and
(ii) other investors including corporate bodies or institutions, irrespective of the number of specified securities applied for;
c) The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the applicants in the other
category.
If the retail individual investor category is entitled to more than fifty percent on proportionate basis, accordingly the retail
individual investors shall be allocated that higher percentage.
Withdrawal of the Issue
The Company in consultation with the Lead Manager, reserves the right not to proceed with the Issue at any time before the Issue
Opening Date, without assigning any reason thereof.
In case, the Company wishes to withdraw the Issue after Issue Opening but before allotment, the Company will give public notice
giving reasons for withdrawal of Issue. The public notice will appear in two widely circulated national newspapers (one each in
English and Hindi) and one in regional newspaper.
The Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA Accounts within one Working
Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same newspapers where the pre-
Issue advertisements have appeared and the Stock Exchange will also be informed promptly.
If the Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public offering of Equity
Shares, the Company will file a fresh Prospectus with the stock exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange,
which our Company will apply for only after Allotment; and (ii) the final RoC approval to the Prospectus after it is filed with the
RoC.
Issue Programme:
ISSUE OPENING DATE JANURAY 16, 2023

ISSUE CLOSING DATE JANURAY 19, 2023
Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during
the Issue Period at the Application Centers mentioned in the Application Form.
Standardization of cut-off time for uploading of applications on the issue closing date:
a) A standard cut-off time of 3.00 p.m. for acceptance of applications.

b) A standard cut-off time of 4.00 p.m. for uploading of applications received from other than retail individual applicants.
c) A standard cut-off time of 5.00 p.m. for uploading of applications received from only retail individual applicants, which may
be extended up to such time as deemed fit by NSE after taking into account the total number of applications received up to the
closure of timings and reported by LM to NSE within half an hour of such closure.
It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical application form of
that Bidder may be taken as the final data for the purpose of allotment.
Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).
222
ISSUE PROCEDURE
All Applicants shall review the “General Information Document for Investing in Public Issues” prepared and issued in accordance
with the circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 notified by SEBI, suitably modified from time to
time, if any, and the UPI Circulars (“General Information Document”), highlighting the key rules, procedures applicable to public
issues in general in accordance with the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956,
the Securities Contracts (Regulation) Rules, 1957, and the SEBI Regulations.
The General Information Documents will be updated to reflect the enactments and regulations including the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, SEBI Listing Regulations and certain notified provisions
of the Companies Act, 2013, to the extent applicable to a public issue. The General Information Document will also be available
on the websites of the Stock Exchange and the Lead Manager, before opening of the Issue. Please refer to the relevant provisions
of the General Information Document which are applicable to the Issue.
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 effective to public issues opening on or after
from May 01, 2021. However, said circular has been modified pursuant to SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in which certain applicable procedure w.r.t. SMS Alerts, Web portal to
CUG etc shall be applicable to Public Issue opening on or after January 1, 2022 and October 1, 2021 respectively.
Additionally, all Applicants may refer to the General Information Document for information in relation to (i) Category of investor
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) Allocation of shares; (iii) Payment Instructions for
ASBA Applicants; (iv) Issuance of CAN and Allotment in the Offer; (v) General instructions (limited to instructions for completing
the Application Form); (vi) Submission of Application Form; (vii) Other Instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (viii) applicable provisions of the
Companies Act, 2013 relating to punishment for fictitious applications; (vi) mode of making refunds; and (vii) interest in case of
delay in Allotment or refund.
SEBI through UPI Circulars, has introduced an alternate payment mechanism using Unified Payments Interface (UPI) and
consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIIs applying
through Designated Intermediaries was made effective along with the existing process and existing timeline of T+6 days (“UPI
Phase I”). The UPI Phase I was effective till June 30, 2019.
Subsequently, for applications by Retail Individual Investors through Designated Intermediaries, the process of physical movement
of forms from Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism with
existing timeline of T+6 days is applicable for a period of three months or launch of five main board public issues, whichever is
later (“UPI Phase II”), with effect from July 1, 2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019,
read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Further, as per the SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the UPI Phase II had been extended until March 31, 2020.
However, due to the outbreak of COVID-19 pandemic, UPI Phase II has been further extended by SEBI until further notice, by its
circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020.Thereafter, the final reduced timeline of T+3 days may be
made effective using the UPI Mechanism for applications by Retail Individual Investors (“UPI Phase III”), as may be prescribed
by SEBI. Accordingly, the Offer has been undertaken under UPI Phase II, till any further notice issued by SEBI.
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. The list of Stock Brokers, Depository
Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been notified by NSE to act as intermediaries
for submitting Application Forms are provided on www.nseindia.com For details on their designated branches for submitting
Application Forms, please see the above mentioned website of NSE.
Please note that the information stated/covered in this section may not be complete and/or accurate and as such would be subject
to modification/change. Our Company and Lead Manager do not accept any responsibility for the completeness and accuracy of
the information stated in this section and the General Information Document. Our Company and Lead Manager would not be able
to include any amendment, modification or change in applicable law, which may occur after the date of Prospectus. Applicants
are advised to make their independent investigations and ensure that their Application 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 this Prospectus and the
Prospectus.
223
This section applies to all the Applicants.
FIXED PRICE ISSUE PROCEDURE
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation
252 of SEBI (ICDR) Regulations, 2018, the Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of
our Company. The Issue is being made under Regulation 229(1) of Chapter IX of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 via Fixed Price Issue method. In terms of Regulation 253(2) of Chapter IX of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, 50% of the Net Issue to Public is being offered to the Retail Individual
Applicants and the balance shall be issued to Non Retail Category i.e. QIBs and Non Institutional Applicants. However, if the
aggregate demand from the Retail Individual Applicants is less than 50%, then the balance Equity Shares in that portion will be
added to the non-retail portion offered to the remaining investors including QIBs and NIIs and vice-versa subject to valid
Applications being received from them at or above the Issue Price.
Subject to the valid Applications being received at Issue Price, allocation to all categories in the Net Offer, shall be made on a
proportionate basis, except for the Retail Portion where Allotment to each Retail Individual Applicants shall not be less than the
minimum lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be
allotted on a proportionate basis. Under subscription, if any, in any category would be allowed to be met with spill over from any
other category or a combination of categories at the discretion of our Company in consultation with the Lead Manager and the
Stock Exchange. However, if the retail individual investor category is entitled to more than fifty per cent of the net Issue on a
proportionate basis, the retail individual investors shall be allocated that higher percentage.
Applicants are required to submit their Applications to the Application collecting intermediaries i.e. SCSB or Registered Brokers
of Stock Exchanges or Registered Registrar to the Issue and Share Transfer Agents (RTAs) or Depository Participants (DPs)
registered with SEBI.
In case of QIB Applicants, the Company, in consultation with the Lead Manager, may reject Applications at the time of acceptance
of Application Form provided that the reasons for such rejection shall be provided to such Applicant in writing. In case of Non-
Institutional Applicants and Retail Individual Applicants, the Company would have a right to reject the Applications only on
technical grounds.
Investors should note that according to section 29(1) of the Companies Act, 2013, allotment of Equity Shares to all
successful Applicants will only be in the dematerialised form. The Application Forms which do not have the details of the
Applicant’s depository account including DP ID, PAN and Beneficiary Account Number shall be treated as incomplete and
rejected. In case DP ID, Client ID and PAN mentioned in the Application Form and entered into the electronic system of
the stock exchange, do not match with the DP ID, Client ID and PAN available in the depository database, the application
is liable to be rejected. Applicants will not have the option of getting allotment of the Equity Shares in physical form. The
Equity Shares on allotment shall be traded only in the dematerialised segment of the Stock Exchange.
PHASED IMPLEMENTATION OF UPI FOR BIDS BY RETAIL INDIVIDUAL BIDDERS AS PER THE UPI
CIRCULAR
SEBI has issued UPI Circular in relation to streamlining the process of public issue of equity shares and convertibles. Pursuant to
the UPI Circular, UPI will be introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds
in the account maintained with SCSBs under the ASBA) for applications by RIIs through intermediaries with the objective to
reduce the time duration from public issue closure to listing from six Working Days to up to three Working Days. Considering the
time required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI Mechanism,
the UPI Circular proposes to introduce and implement the UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 and till June 30, 2019. Under this phase, a Retail Individual Applicant
had the option to submit the Application Form with any of the intermediaries and use his / her UPI ID for the purpose of blocking
of funds. The time duration from public issue closure to listing would continue to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019 and the continuation of this phase has been extended until March
31, 2020. Under this phase, submission of the ASBA Form by RIIs through Designated Intermediaries (other than SCSBs) to
SCSBs for blocking of funds has been discontinued and is replaced by the UPI Mechanism. However, the time duration from
public issue closure to listing continues to be six Working Days during this phase. Further, pursuant to SEBI circular dated March
30, 2020, this phase has been extended till further notice.
Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from public issue closure
to listing is proposed to be reduced to three Working Days.
224
All SCSBs offering facility of making application in public issues shall also provide facility to make application using the UPI
Mechanism. The issuers are to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges and
NPCI in order to facilitate collection of requests and / or payment instructions of the Retail Individual Bidders into the UPI
Mechanism.
For further details, refer to the General Information Document to be available on the website of the Stock Exchange and the Lead
Manager.
Electronic registration of Bids
a) The Designated Intermediary registered the Bids using the online facilities of the Stock Exchanges. The Designated
Intermediaries could also set up facilities for off-line electronic registration of Bids, subject to the condition that they would
subsequently upload the off-line data file into the online facilities for Book Building on a regular basis before the closure of the
Offer.
b) On the Bid/Offer Closing Date, the Designated Intermediaries uploaded the Bids till such time as were permitted by the Stock
Exchanges and as disclosed in this Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform were considered for allocation/Allotment. The Designated
Intermediaries were given till 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) sent the bid information to the Registrar to the Offer for further processing.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of the Prospectus together with the Application Forms and copies of the
Prospectus may be obtained from the Registered Office of our Company, from the Registered Office of the Lead Manager to the
Issue, Registrar to the Issue as mentioned in the Application form. An electronic copy of the Application Form will also be available
for download on the website of the Stock Exchange (NSE) i.e. www.nseindia.com at least one day prior to the Issue Opening Date.
All the investors (except Retail Individual Investors) applying in a public Issue shall use only Application Supported by Blocked
Amount (ASBA) facility for making payment. Further, Retail Individual Investors applying in public Issue through intermediaries
shall use only UPI payment mechanism for application. The application form submitted by NIIs and QIBs must provide applicant’s
bank account details and authorization to block funds in the relevant space provided in the Application Form. Further, Retail
Individual Investors submitting application form using UPI shall mention the UPI of his/her own Bank account in the application
form in the relevant space. The Application Forms that do not contain applicant’s bank account details or UPI of own Bank
Account, as the case may be, are liable to be rejected. All the investors were also required to ensure that the ASBA Account had
sufficient credit balance as an amount equivalent to the full Bid Amount which could have been blocked by the SCSB.
Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of the syndicate member/ SCSBs/
RTA/ DPs/ stock brokers, submitted at the Collection Centres only (except in case of electronic Application Forms) and the
Application Forms not bearing such specified stamp are liable to be rejected. Applications made by the
RIIs using third party bank account or using third party linked bank account UPI ID were liable for rejection.
The prescribed colour of the Application Form for various categories is as follows:
Category Colour of Application Form*

Resident Indians, including resident QIBs, Non-Institutional Investors, Retail
White
Individual Investors and Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FII’s, FVCIs etc. applying on a
Blue
repatriation basis
*excluding electronic Application Forms downloaded by the Applicants.
SUBMISSION AND ACCEPTANCE OF APPLICATION FORMS
Applicants shall only use the specified Application Form for the purpose of making an application in terms of the Prospectus.
The Application Form shall contain information about the Applicant and the price and the n umber of Equity Shares that the
Applicants wish to apply for. Application Forms downloaded and printed from the websites of the Stock Exchange shall bear
a system generated unique application number. Applicants are required to ensure that the ASBA Account or UPI linked Bank
Account has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or
Sponsor Bank at the time of submitting the Application.
Applicants are required to submit their applications only through any of the following Application Collecting Intermediaries:
225
i. An SCSB, with whom the bank account to be blocked, is maintained
ii. A syndicate member (or sub-syndicate member)
iii. A stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity) (“broker”)
iv. A depository participant (“DP”) (Whose name is mentioned on the website of the stock exchange as eligible for this
activity)
v. A registrar to an issuer and share transfer agent (“RTA”) (Whose name is mentioned on the website of the stock exchange
as eligible for this activity)
Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as “Intermediari es”),
shall enter their UPI ID in the application form.
The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the application form, in physical
or electronic mode, respectively.
Designated Intermediaries (other than SCSBs) after accepting application form submitted by NIIs and QIBs shall capture and
upload the relevant details in the electronic bidding system of stock exchange(s) and shall submit/deliver the Application Forms
to respective SCSBs where the applicants has a bank account and shall not submit it to any non-SCSB Bank.
For applications submitted to Designated Intermediaries (other than SCSBs), with use of UPI for payment, after accepting the
application form, respective intermediary shall capture and upload the relevant application details, including UPI ID, in the
electronic bidding system of Stock Exchange. Further, Intermediaries shall retain physical application forms submitted by retail
individual investors with UPI as a payment mechanism, for a period of six months and thereafter forward the same to the issuer/
Registrar to the Issue. However, in case of Electronic forms, “printouts” of such applications need not be retained or sent to the
issuer. Intermediaries shall, at all times, maintain the electronic records relating to such forms for a minimum period of three years.
SCSB, after accepting the form, shall capture and upload the relevant details in the electronic bidding system as specified by the
stock exchange(s) and blocked funds available in the bank account specified in the form, to the extent of the application money
specified.
It is clarified that Retail Individual Investors may continue to submit physical ASBA Forms with SCSBs without using the UPI
Mechanism.
The upload of the details in the electronic bidding system of stock exchange will be done by:
For Applications submitted After accepting the form submitted by RIIs (without using UPI for payment), NIIs and QIBs,
by investors to SCSB: SCSB shall capture and upload the relevant details in the electronic bidding system as
specified by the stock exchange(s) and may begin blocking funds available in the bank
account specified in the form, to the extent of the application money specified.
For applications submitted After accepting the application form, respective intermediary shall capture and upload the
by investors (other than relevant details in the electronic bidding system of stock exchange. Post uploading, they
Retail Individual shall forward a schedule as per prescribed format along with the application forms to
Investors) to designated branches of the respective SCSBs for blocking of funds within one day of closure
intermediaries other than of Offer.
SCSBs without use of UPI
for payment:
For applications submitted After accepting the application form, respective intermediary shall capture and upload the
by investors to relevant application details, including UPI ID, in the electronic bidding system of stock
intermediaries other than exchange(s).
SCSBs with use of UPI for
payment Stock Exchange shall share application details including the UPI ID with Sponsor Bank on
a continuous basis through API integration, to enable Sponsor Bank to initiate mandate
request on investors for blocking of funds.
Sponsor Bank shall initiate request for blocking of funds through NPCI to investor. Investor
shall accept mandate request for blocking of funds, on his / her mobile application,
associated with UPI ID linked bank account.
226
Stock exchange(s) shall validate the electronic application details with depository’s records for DP ID/Client ID and PAN
Combination, on a real time basis through API Integration and bring the inconsistencies to th e notice of intermediaries
concerned, for rectification and re-submission within the time specified by stock exchange.
Stock exchange(s) shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan
ID can be modified but not BOTH), Bank code and Location code, in the application details already uploaded.
Upon completion and submission of the Application Form to Application Collecting intermediaries, the Applicants have
deemed to have authorised our Company to make the necessary changes in the Prospectus, without prior or Subsequent notice
of such changes to the Applicants.
WHO CAN APPLY?
As per the existing RBI regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under
the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms
of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of
Government if the investment is through Government Route and with the prior approval of RBI if the investment is
through Automatic Route on case to case basis. OCBs may invest in this Issue provided it obtains a prior approval from
the RBI or prior approval from Government, as the case may be. On submission of such approval along with the
Application Form, the OCB shall be eligible to be considered for share allocation.
Each Applicants should check whether it is eligible to apply under applicable law. Furthermore, certain categories of Applicants, such
as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to hold Equity Shares, in excess of certain limits specified under
applicable law. Applicants are requested to refer to the Prospectus for more details.
Subject to the above, an illustrative list of Applicants is as follows:
a) Indian nationals resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended,
in single or as a joint application and minors having valid demat account as per Demographic Details provided by the
Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right to
accept the Applications belonging to an account for the benefit of minor (under guardianship);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the application
is being made in the name of the HUF in the Application Form as follows: “Name of Sole or First applicant: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Applications by HUFs would be considered
at par with those from individuals;
c) Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the Equity
Shares under their respective constitutional and charter documents;
d) QIBs;
e) Mutual Funds registered with SEBI;
f) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible
NRIs are not eligible to participate in this Issue;
g) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI permission,
and the SEBI Regulations and other laws, as applicable);
h) FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a foreign
individual under the QIB Portion;
i) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
j) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-Institutional
applicant’s category;
k) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development Corporations;
227
l) Foreign Venture Capital Investors registered with the SEBI;
m) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to
Trusts and who are authorized under their constitution to hold and invest in equity shares;
n) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
o) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
p) Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and invest in
equity shares;
q) Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and invest in
equity shares;
r) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of India
published in the Gazette of India;
s) Insurance funds set up and managed by army, navy or air force of the Union of India;
t) Multilateral and bilateral development financial institution;
u) Eligible QFIs;
v) Insurance funds set up and managed by army, navy or air force of the Union of India;
w) Insurance funds set up and managed by the Department of Posts, India;
x) Any other person eligible to applying in this Issue, under the laws, rules, regulations, guidelines and policies applicable to them.
Applications not to be made by:
1. Minors (except under guardianship) 2. Partnership firms or their nominees

3. Foreign Nationals (except NRIs) 4. Overseas Corporate Bodies
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold and applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
PARTICIPATION BY ASSOCIATES/AFFILIATES OF LEAD MANAGER
The Lead Manager and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner, except towards
fulfilling their underwriting obligations. However, the associates and affiliates of the Lead Manager and the Syndicate Members,
if any, may subscribe the Equity Shares in the Issue, in the Non-Institutional Category 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
associates or affiliates of Lead Manager and syndicate members, shall be treated equally for the purpose of allocation to be made
on a proportionate basis.
Promoter and Promoter Group and any persons related to our Promoters and Promoter Group cannot participate in the Issue.
APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRIS APPLYING ON NON-REPATRIATION
Application must be made only in the names of individuals, limited companies or statutory corporations / institutions and not in
the names of minors (other than minor having valid depository accounts as per demographic details provided by the depositary),
foreign nationals, trusts, (unless the trust is registered under the Societies Registration Act, 1860 or any other applicable trust laws
and is authorized under its constitution to hold shares and debentures in a company), Hindu Undivided Families (HUF), partnership
firms or their nominees. In case of HUFs, application shall be made by the Karta of the HUF.
Eligible NRIs applying on a non-repatriation basis may make payments by inward remittance in foreign exchange through normal
banking channels or by debits to NRE / FCNR accounts as well as NRO accounts.
228
An applicant in the Net Public Category cannot make an application for that number of Equity Shares exceeding the number of
Equity Shares offered to the public.
APPLICATION BY MUTUAL FUNDS
As per the current regulations, the following restrictions are applicable for investments by mutual funds:
 No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of
any Company.
Provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds.
 No mutual fund under all its schemes should own more than 10% of any Company’s paid up share capital carrying voting
rights.
The Applications made by the asset management companies or custodians of Mutual Funds shall specifically state the names of
the concerned schemes for which the Applications are made.
With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the
Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either
case, without assigning any reason thereof.
In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund registered with SEBI
and such Applications in respect of more than one scheme of the Mutual Fund will not be treated as multiple Applications, provided
that the Applications clearly indicate the scheme concerned for which the Application has been made.
APPLICATIONS BY ELIGIBLE NRIS ON REPATRIATION BASIS
ELIGIBLE NRIS APPLYING ON A REPATRIATION BASIS ARE ADVISED TO USE THE APPLICATION FORM
MEANT FOR NON-RESIDENTS (BLUE IN COLOUR).
Under the Foreign Exchange Management Act, 1999 (FEMA) general permission is granted to companies vide notification no.
FEMA/20/2000 RB dated 03/05/2000 to issue securities to NRI’s subject to the terms and conditions stipulated therein. Companies
are required to file declaration in the prescribed form to the concerned Regional Office of RBI within 30 days from the date of
issue of shares for allotment to NRI's on repatriation basis.
NRIs may obtain copies of Application Form from the offices of the Lead Manager and the Designated Intermediaries. Eligible
NRI Applicants making application on a repatriation basis by using the Non Resident Forms, should authorize their SCSB to block
their Non-Resident External (NRE) accounts, or Foreign Currency Non-Resident (FCNR) or ASBA Accounts.
Eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorize their SCSB to block
their Non Resident Ordinary (NRO) accounts for the full Application Amount, at the time of the submission of the
Application Form.
Allotment of Equity Shares to Non Resident Indians shall be subject to the prevailing Reserve Bank of India Guidelines. Sale
proceeds of such investments in Equity Shares will be allowed to be repatriated along with the income thereon subject to permission
of the RBI and subject to the Indian Tax Laws and regulations and any other applicable laws.
The Company does not require approvals from FIPB or RBI for the Transfer of Equity Shares in the issue to eligible NRI’s, FII’s,
Foreign Venture Capital Investors registered with SEBI and multilateral and bilateral development financial institutions.
APPLICATIONS BY ELIGIBLE FPIs INCLUDING FIIs ON REPATRIATION BASIS
FPIs INCLUDING FIIs WHO WISH TO PARTICIPATE IN THE ISSUE ARE ADVISED TO USE THE APPLICATION
FORM FOR NON- RESIDENTS (BLUE IN COLOUR).
As per the current regulations, the following restrictions are applicable for investments by FPIs:
1. Foreign portfolio investor shall invest only in the following securities, namely- (a) Securities in the primary and secondary
markets including shares, debentures and warrants of companies, listed or to be listed on a recognized stock exchange in India;
(b) Units of schemes floated by domestic mutual funds, whether listed on a recognized stock exchange or not; (c) Units of
229
schemes floated by a collective investment scheme; (d) Derivatives traded on a recognized stock exchange; (e) Treasury bills
and dated government securities; (f) Commercial papers issued by an Indian company; (g) Rupee denominated credit enhanced
bonds; (h) Security receipts issued by asset reconstruction companies; (i) Perpetual debt instruments and debt capital
instruments, as specified by the Reserve Bank of India from time to time; (j) Listed and unlisted non-convertible
debentures/bonds issued by an Indian company in the infrastructure sector, where ‘infrastructure’ is defined in terms of the
extant External Commercial Borrowings (ECB) guidelines; (k) Non-convertible debentures or bonds issued by Non-Banking
Financial Companies categorized as ‘Infrastructure Finance Companies’(IFCs) by the Reserve Bank of India; (l) Rupee
denominated bonds or units issued by infrastructure debt funds; (m) Indian depository receipts; and (n) Such other instruments
specified by the Board from time to time.
2. Where a foreign institutional investor or a sub account, prior to commencement of FEMA Act, holds equity shares in a
company whose shares are not listed on any recognized stock exchange, and continues to hold such shares after initial public
offering and listing thereof, such shares shall be subject to lock-in for the same period, if any, as is applicable to shares held
by a foreign direct investor placed in similar position, under the policy of the Government of India relating to foreign direct
investment for the time being in force.
3. In respect of investments in the secondary market, the following additional conditions shall apply:
(a). A foreign portfolio investor shall transact in the securities in India only on the basis of taking and giving delivery of
securities purchased or sold;
(b). Nothing contained in clause (a) shall apply to:
i. Any transactions in derivatives on a recognized stock exchange;

ii. Short selling transactions in accordance with the framework specified by the Board;
iii. Any transaction in securities pursuant to an agreement entered into with the merchant banker in the process of market
making or subscribing to unsubscribed portion of the issue in accordance with Chapter IX of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
iv. Any other transaction specified by the Board.
(c). No transaction on the stock exchange shall be carried forward;
(d). The transaction of business in securities by a foreign portfolio investor shall be only through stock brokers registered by
the Board;
Provided nothing contained in this clause shall apply to:
i. transactions in Government securities and such other securities falling under the purview of the Reserve Bank of
India which shall be carried out in the manner specified by the Reserve Bank of India;
ii. sale of securities in response to a letter of offer sent by an acquirer in accordance with the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
iii. sale of securities in response to an offer made by any promoter or acquirer in accordance with the Securities and
Exchange Board of India (Delisting of Equity shares) Regulations, 2009;
iv. Sale of securities, in accordance with the Securities and Exchange Board of India (Buy-back of securities)
Regulations, 2018;
v. divestment of securities in response to an offer by Indian Companies in accordance with Operative Guidelines for
Disinvestment of Shares by Indian Companies in the overseas market through issue of American Depository Receipts
or Global Depository Receipts as notified by the Government of India and directions issued by Reserve Bank of India
from time to time;
vi. Any Application for, or acquisition of, securities in response to an offer for disinvestment of shares made by the
Central Government or any State Government;
vii. Any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market
making or subscribing to unsubscribed portion of the issue in accordance with Chapter IX of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
viii. Any other transaction specified by the Board.
(e). A foreign portfolio investor shall hold, deliver or cause to be delivered securities only in dematerialized form:
Provided that any shares held in non-dematerialized form, before the commencement of FEMA Act, can be held in non-
dematerialized form, if such shares cannot be dematerialized.
230
Unless otherwise approved by the Board, securities shall be registered in the name of the foreign portfolio investor as a
beneficial owner for the purposes of the Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018.
4. The purchase of equity shares of each company by a single foreign portfolio investor or an investor group shall be below ten
percent of the total issued capital of the company.
5. The investment by the foreign portfolio investor shall also be subject to such other conditions and restrictions as may be
specified by the Government of India from time to time.
6. In cases where the Government of India enters into agreements or treaties with other sovereign Governments and where such
agreements or treaties specifically recognize certain entities to be distinct and separate, the Board may, during the validity of
such agreements or treaties, recognize them as such, subject to conditions as may be specified by it.
7. A foreign portfolio investor may lend or borrow securities in accordance with the framework specified by the Board in this
regard.
8. No foreign portfolio investor shall issue, subscribe to or otherwise deal in offshore derivative instruments, directly or
indirectly, unless the following conditions are satisfied:
(a). Such offshore derivative instruments are issued only to persons who are regulated by an appropriate foreign regulatory
authority;
(b). Such offshore derivative instruments are issued after compliance with ‘know your client’ norms:
Provided that those unregulated broad based funds, which are classified as Category II foreign portfolio investor by virtue of
their investment manager being appropriately regulated shall not issue, subscribe or otherwise deal in offshore derivatives
instruments directly or indirectly:
Provided further that no Category III foreign portfolio investor shall issue, subscribe to or otherwise deal in offshore
derivatives instruments directly or indirectly.
9. A foreign portfolio investor shall ensure that further issue or transfer of any offshore derivative instruments issued by or on
behalf of it is made only to persons who are regulated by an appropriate foreign regulatory authority.
10. Foreign portfolio investors shall fully disclose to the Board any information concerning the terms of and parties to off-shore
derivative instruments such as participatory notes, equity linked notes or any other such instruments, by whatever names they
are called, entered into by it relating to any securities listed or proposed to be listed in any stock exchange in India, as and
when and in such form as the Board may specify.
11. Any offshore derivative instruments issued under the Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995 before commencement of SEBI (Foreign Portfolio Investors) Regulations, 2014 shall be deemed to have
been issued under the corresponding provisions of SEBI (Foreign Portfolio Investors) Regulations, 2014.
12. A FII or its subaccount which holds a valid certificate of registration shall, subject to payment of conversion fees, be eligible
to continue to buy, sell or otherwise deal in securities till the expiry of its registration as a foreign institutional investor or sub-
account, or until he obtains a certificate of registration as foreign portfolio investor, whichever is earlier.
13. A qualified foreign investor may continue to buy, sell or otherwise deal in securities subject to the provisions of the SEBI
(Foreign Portfolio Investors) Regulations, 2014, for a period of one year from the date of commencement of the aforesaid
regulations, or until it obtains a certificate of registration as foreign portfolio investor, whichever is earlier.
14. The purchase of equity shares of each company by a single foreign portfolio investor or an investor group shall be below 10%
of the total issued capital of the company.
15. The issue of Equity Shares to a single FII should not exceed 10% of our post Issue Paid up Capital of the Company. In respect
of an FII investing in Equity Shares of our Company on behalf of its sub accounts, the investment on behalf of each sub
account shall not exceed 10% of our total issued capital or 5% of our total issued capital in case such sub account is a foreign
corporate or an individual.
16. In accordance with the foreign investment limits, the aggregate FII holding in our Company cannot exceed 24% of our total
issued capital. However, this limit can be increased to the permitted sectoral cap/statutory limit, as applicable to our Company
231
after obtaining approval of its board of Directors followed by the special resolution to that effect by its shareholders in their
General Meeting. As on the date of filing the Prospectus, no such resolution has been recommended to the shareholders of the
Company for adoption.
17. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of regulation
15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as amended, an FII may
issue, deal or hold, off shore derivative instruments such as participatory notes, equity linked notes or any other similar
instruments against underlying securities listed or proposed to be listed in any stock exchange in India only in favour of those
entities which are regulated by any relevant regulatory authorities in the countries of their incorporation or establishment
subject to compliance of “Know Your Client” requirements. An FII shall also ensure that no further downstream issue or
transfer of any instrument referred to hereinabove is made to any person other than a regulated entity.
18. In case of FII’s in NRI/FII Portion, number of Equity Shares applied shall not exceed issue size.
APPLICATION BY SEBI REGISTERED ALTERNATIVE INVESTMENT FUND (AIF), VENTURE CAPITAL FUNDS
AND FOREIGN VENTURE CAPITAL INVESTORS
The SEBI (Venture Capital Funds) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000 prescribe
investment restrictions on venture capital funds and foreign venture capital investors registered with SEBI. Further, the SEBI, AIF
Regulations prescribes, among others, the investment restrictions on AIFs.
The holding by any individual venture capital fund registered with SEBI in one Company should not exceed 25% of the corpus of
the venture capital fund; a Foreign Venture Capital Investor can invest its entire funds committed for investments into India in one
Company. Further, Venture Capital Funds and Foreign Venture Capital investor can invest only up to 33.33% of the funds available
for investment by way of subscription to an Initial Public Offer.
The SEBI (Alternative Investment funds) Regulations, 2012 prescribes investment restrictions for various categories of AIF's.
The category I and II AIFs cannot invest more than 25% of the corpus in one investee Company. A category III AIF cannot invest
more than 10% of the corpus in one Investee Company. A Venture capital fund registered as a category I AIF, as defined in the
SEBI Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public offering of a venture
capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI Regulations shall continue to
be regulated by the VCF Regulations.
All FIIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and
net of Bank charges and commission.
Our Company or the Lead Manager will not be responsible for loss, if any, incurred by the Applicants on account of conversion
of foreign currency.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all such Applicants will be treated on the same basis with other
categories for the purpose of allocation.
All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only
and net of bank charges and commission.
APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS
In case of applications made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the
Application Form. Failing which, the Company reserves the right to reject any application, without assigning any reason thereof.
APPLICATIONS BY INSURANCE COMPANIES
In case of applications made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued
by IRDA must be attached to the Application Form. Failing this, our Company reserves the right to reject any application, without
assigning any reason thereof.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations,
2000, as amended (The “IRDA Investment Regulations”), are broadly set forth below:
232
(a.) Equity shares of a Company: the least of 10% of the investee Company’s subscribed capital (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
(b.) The entire group of the investee Company: not more than 15% of the respective fund in case of a life insurer or 15% of
investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging to the
group, whichever is lower; and
(c.) the industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a general insurer
or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the
investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the case may be.
Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued by
IRDAI from time to time.
APPLICATION BY PROVIDENT FUNDS / PENSION FUNDS
In case of applications made by provident funds with minimum corpus of ₹ 25 Crore (subject to applicable law) and pension funds
with minimum corpus of ₹ 25 Crore, a certified copy of certificate from a chartered accountant certifying the corpus of the
provident fund/ pension fund must be attached to the Application Form. Failing this, our Company reserves the right to reject any
application, without assigning any reason thereof.
APPLICATION UNDER POWER OF ATTORNEY
In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, FPI’s,
Mutual Funds, insurance companies and provident funds with minimum corpus of ₹ 25 Crores (subject to applicable law) and
pension funds with a minimum corpus of ₹ 25 Crores, a certified copy of the power of attorney or the relevant Resolution or
authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye
laws must be lodged with the Application Form. Failing this, our Company reserves the right to accept or reject any application in
whole or in part, in either case, without assigning any reason therefore.
In addition to the above, certain additional documents are required to be submitted by the following entities:
a.) With respect to applications by VCFs, FVCIs, FPIs and Mutual Funds, a certified copy of their SEBI registration certificate
must be lodged along with the Application Form. Failing this, our Company reserves the right to accept or reject any
application, in whole or in part, in either case without assigning any reasons thereof.
b.) With respect to applications by insurance companies registered with the Insurance Regulatory and Development Authority,
in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development
Authority must be lodged with the Application Form as applicable. Failing this, our Company reserves the right to accept
or reject any application, in whole or in part, in either case without assigning any reasons thereof.
c.) With respect to applications made by provident funds with minimum corpus of ₹ 25 Crores (subject to applicable law)
and pension funds with a minimum corpus of ₹ 25 Crores, a certified copy of a certificate from a chartered accountant
certifying the corpus of the provident fund/pension fund must be lodged along with the Application Form. Failing this, our
Company reserves the right to accept or reject such application, in whole or in part, in either case without assigning any reasons
thereof.
d.) With respect to Applications made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached
to the Application Form.
The Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of
attorney along with the Application Form , subject to such terms and conditions that the Company and the lead manager may deem
fit.
The Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request the Registrar to
the Issue that, for the purpose of printing particulars on the refund order and mailing of the Allotment Advice / CANs / letters
notifying the unblocking of the bank accounts of ASBA applicants, the Demographic Details given on the Application Form should
be used (and not those obtained from the Depository of the application). In such cases, the Registrar to the Issue shall use
Demographic Details as given on the Application Form instead of those obtained from the Depositories.
233
The above information is given for the benefit of the Applicants. The Company and the LM are not liable for any amendments
or modification or changes in applicable laws or regulations, which may occur after the date of the Prospectus. Applicants are
advised to make their independent investigations and ensure that the number of Equity Shares applied for do not exceed the
applicable limits under laws or regulations.
INDICATIVE PROCESS FLOW FOR APPLICATIONS IN PUBLIC ISSUE
ASBA PROCESS
In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants
have to compulsorily apply through the ASBA Process. Our Company and the Lead Manager are not liable for any
amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of the Prospectus.
ASBA Applicants are advised to make their independent investigations and to ensure that the ASBA Application Form is
correctly filled up, as described in this section.
Lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process are provided
on www.sebi.gov.in. For details on designated branches of SCSB collecting the Application Form, please refer the below
mentioned SEBI link.
A Resident Retail Individual Investor shall submit his Application through an Application Form, either in physical or electronic
mode, to the SCSB with whom the bank account of the ASBA Applicant or bank account utilized by the ASBA Applicant (“ASBA
Account”) is maintained. The SCSB shall block an amount equal to the Application Amount in the bank account specified in the
ASBA Application Form, physical or electronic, on the basis of an authorization to this effect given by the account holder at the
time of submitting the Application.
The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment in the
Issue and consequent transfer of the Application Amount against the allocated shares to the ASBA Public Issue Account, or until
withdrawal/failure of the Issue or until withdrawal/rejection of the ASBA Application, as the case may be.
The ASBA data shall thereafter be uploaded by the SCSB in the electronic IPO system of the Stock Exchange. Once the Basis of
Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB for
unblocking the relevant bank accounts and for transferring the amount allocable to the successful ASBA Applicants to the ASBA
Public Issue Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such
information from the Lead Manager.
ASBA Applicants are required to submit their Applications, either in physical or electronic mode. In case of application in physical
mode, the ASBA Applicant shall submit the ASBA Application Form at the Designated Branch of the SCSB or Registered Brokers
or Registered RTA's or DPs registered with SEBI. In case of application in electronic form, the ASBA Applicant shall submit the
Application Form either through the internet banking facility available with the SCSB, or such other electronically enabled
mechanism for applying and blocking funds in the ASBA account held with SCSB, and accordingly registering such Applications.
CHANNELS OF SUBMISSION OF APPLICATION FORMS
From July 1, 2019 in Phase II, RIIs shall use only Channel I, Channel II and Channel IV (as described below) for making
applications in a public issue:
Category of
Channel I Channel II Channel III Channel IV
Investor
Retail Individual Investor may submit the Investor may submit the Not Applicable RIIs may submit the
Investor (RII) Application Form with Application Form online Application Form
ASBA as the sole using the facility of linked with any of the
mechanism for making online trading, demat and Designated
payment either physically bank account (3-in-1 type Intermediaries and
(at the branch of the accounts) provided by use his/her UPI ID
SCSB) or online. Registered Brokers. for the purpose of
blocking of funds.
Non- Institutional For such applications the Investor may submit Not Applicable
234
Category of
Investor
Investor (NII) existing process of the Application Form
including Qualified uploading the Application with any of the
Institutional Buyer and blocking of finds in Designated
(QIB) the RIIs account by the Intermediaries, along
SCSB would continue. with details of his/her
ASBA Account for
blocking of funds.
For such applications

the Designated
Intermediary will
upload the
Application in the
stock exchange
bidding platform and
forward the
application form to
Designated Branch of
the concerned SCSB
for blocking of funds.
Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall
verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the Application
Form, prior to uploading such Applications with the Stock Exchange.
If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Applications and
shall not upload such Applications with the Stock Exchange.
If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Application Amount
mentioned in the Application Form and will enter each Application into the electronic bidding system as a separate Application and
generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Applicant on request.
The Application Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment and
consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdrawal/failure of the Issue or until withdrawal/rejection of the Application Form, as the case may be.
Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking the
relevant ASBA Accounts and for transferring the amount allocable to the successful Applicants to the Public Issue Account. In case
of withdrawal/failure of the Offer, the blocked amount shall be unblocked on receipt of such information from the Registrar to the
Offer.
PROCESS FLOW FOR APPLICATIONS IN PUBLIC ISSUE SUBMITTED BY RETAIL INDIVIDUAL INVESTOR
In addition to application to be submitted to SCSB, with whom the bank account to be blocked, is maintained, a RII would also have
the option to submit application form with any of the intermediary and use his / her bank account linked UPI ID for the purpose of
blocking of funds with effect from January 01, 2019.
The detailed process in this regard is as detailed hereunder:
Application and validation process
(a). submission of the application with the intermediary, the RII would be required to have / create a UPI ID, with a maximum
length of 45 characters including the handle (Example: InvestorID@bankname).
(b). RII will fill in the Application details in the application form along with his/ her bank account linked UPI ID and submit the
application with any of the intermediary.
(c). The intermediary upon receipt of form will upload the Application details along with UPI ID in the stock exchange bidding
235
platform.
(d). Once the Application has been entered in the bidding platform, the exchange will undertake validation of the PAN and Demat
Account details of RII with the depository.
(e). Depository will validate the aforesaid Application details on a real time basis and send response to stock exchange which would
be shared by stock exchange with intermediary through its platform, for corrections, if any.
(f). SMS from exchange to RII for applying: Once the Application details are uploaded on the stock exchange platform, the stock
exchange shall send an SMS to the RII regarding submission of his / her application, daily at the end of day basis, during bidding
period. For the last day of applying, the SMS may be sent out the next working day.
The Block Process
(a). Post undertaking validation with depository, the stock exchange will, on a continuous basis, electronically share the Application
details along with RIIs UPI ID, with the Sponsor Bank appointed by the issuer.
(b). The Sponsor Bank will initiate a mandate request on the RII i.e. request the RII to authorize blocking of funds equivalent to
application amount and Subsequent debit of funds in case of allotment. For all pending UPI Mandate Requests, the Sponsor
Bank will initiate requests for blocking of funds in the ASBA Accounts of relevant investors with a confirmation cut-off time
of 12:00 pm on the first Working Day after the Bid/Issue Closing Date (“Cut-Off Time”). Accordingly, RIIs using the UPI
Mechanism need to accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI
Mandate Requests after the Cut-Off Time will lapse.
(c). The request raised by the Sponsor Bank, would be electronically received by the RII as a SMS / intimation on his / her mobile
no. / Mobile app, associated with UPI ID linked bank account.
(d). The RII would be able to view the amount to be blocked as per his / her Application in such intimation. The RII would also
be able to view an attachment wherein the IPO Application details submitted by RII will be visible. After reviewing the details
properly, RII would be required to proceed to authorize the mandate. Such mandate raised by sponsor bank would be a one-
time mandate for each application in the IPO.
(e). Upon successful validation of block request by the RII, as above, the said information would be electronically received by the
RIIs’ bank, where the funds, equivalent to application amount, would get blocked in RIIs account. Intimation regarding
confirmation of such block of funds in RIIs account would also be received by the RII.
(f). The information containing status of block request (e.g. – accepted / decline / pending) would also be shared with the Sponsor
Bank, which in turn would be shared with stock exchange. The block request status would also be displayed on stock exchange
platform for information of the intermediary.
(g). The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the
purpose of reconciliation.
(h). RIIs would continue to have the option to modify or withdraw the Application till the closure of the Issue period. For each
such modification of Application, RII will submit a revised Application and shall receive a mandate request from sponsor
bank to be validated as per the process indicated above.
Post closure of the Offer, the stock exchange will share the Application details with the Registrar along with the final file received
from the Sponsor Bank containing status of blocked funds or otherwise, along with the ASBA Account details with respect to
applications made by RIIs using UPI ID.
NUMBER OF APPLICATIONS PER BANK ACCOUNT
An investor making application using any of channels under UPI Payments Mechanism, shall use only his / her own bank account
or only his / her own bank account linked UPI ID to make an application in public issues. Applications made using third party bank
account or using third party linked bank account UPI ID are liable for rejection. Sponsor Bank shall provide the investors UPI linked
bank account details to RTA for purpose of reconciliation. RTA shall undertake technical rejection of all applications to reject
applications made using third party bank account.
236
HOW TO APPLY?
In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants has to
compulsorily apply through the ASBA Process. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138
dated November 01, 2018, Retail Individual Investors applying in public Issue may use either Application Supported by Blocked
Amount (ASBA) facility for making application or also can use UPI as a payment mechanism with Application Supported by
Blocked Amount for making application.
MODE OF PAYMENT
Upon submission of an Application Form with the SCSB, whether in physical or electronic mode, each ASBA Applicant shall be
deemed to have agreed to block the entire Application Amount and authorized the Designated Branch of the SCSB to block the
Application Amount, in the bank account maintained with the SCSB.
Applicants must specify the Bank Account number, or the UPI ID, as applicable, in the Application Form. The Application Form
submitted by applicant and which is accompanied by cash, demand draft, cheque, money order, postal order or any mode of
payment other than blocked amounts in the ASBA Account, may not be accepted. The SCSB or Sponsor Bank shall keep the
Application Amount in the relevant bank account blocked until withdrawal/ rejection of the application or receipt of instructions
from the Registrar to unblock the Application Amount.
However, Non Retail Applicants shall neither withdraw nor lower the size of their applications at any stage. In the event of
withdrawal or rejection of the Application Form or for unsuccessful Application Forms, the Registrar to the Issue shall give
instructions to the SCSBs to unblock the application money in the relevant bank account within one day of receipt of such
instruction. The Application Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in the
Issue and consequent transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or
until rejection of the application by the ASBA Applicant, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, all the investors (except Anchor Investors) applying in a public Issue
shall use only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account
which will be blocked by the Self Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 and all related circulars issued thereafter, Retail Individual
Investors applying in public Issue may use either Application Supported by Blocked Amount (ASBA) facility for making
application or also can use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.
On the Designated Date, the SCSBs shall transfer the amounts allocable to the ASBA Applicants from the respective ASBA
Account, in terms of the SEBI Regulations, into the ASBA Public Issue Account. The balance amount, if any against the said
Application in the ASBA Accounts shall then be unblocked by the SCSBs on the basis of the instructions issued in this regard by
the Registrar to the Issue.
In case of applications made by using any of channels under UPI Payments Mechanism, post closure of the Offer, the stock
exchange will share the Application details with the Registrar along with the final file received from the Sponsor Bank containing
status of blocked funds or otherwise, along with the ASBA Account details with respect to applications made by RIIs using UPI
ID.
The RTA, based on information of Applications and blocking received from stock exchange, would undertake reconciliation of
the Applications data and block confirmation corresponding to the Applications by all investor category applications (with and
without the use of UPI) and prepare the basis of allotment.
Upon approval of basis of allotment, RTA will share the debit file with Sponsor bank (through Stock exchange) and SCSBs, as
applicable, for credit of funds in the public issue account and unblocking of excess funds in the RIIs account. The Sponsor bank
based on the mandate approved by the RII at the time of blocking of funds, will raise the debit / collect request from RIIs bank
account, whereupon the funds will be transferred from RIIs account to public issue account and remaining funds, if any, will be
unblocked without any manual intervention by RII or his / her bank.
Upon confirmation of receipt of funds in the public issue account, shares would be credited to the RII’s account. RII will be notified
for full/partial/no allotment. For partial allotment the remaining funds would be unblocked. For no allotment, mandate would be
revoked and application amount would be unblocked for the RII.
237
UNBLOCKING OF ASBA ACCOUNT
On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite amount against each successful
ASBA Applicant to the ASBA Public Issue Account as per section 40(3) of the Companies Act, 2013 and shall unblock excess
amount, if any in the ASBA Account.
In case of applications made by using any of channels under UPI Payments Mechanism, Registrar to the Issue will share the debit
file with Sponsor bank (through Stock exchange) and SCSBs, as applicable, for credit of funds in the public issue account and
unblocking of excess funds in the RIIs account. The Sponsor bank based on the mandate approved by the RII at the time of blocking
of funds, will raise the debit / collect request from RIIs bank account, whereupon the funds will be transferred from RIIs account
to public issue account and remaining funds, if any, will be unblocked without any manual intervention by RII or his / her bank.
However, the Application Amount may be unblocked in the ASBA Account or Bank Account link in UPI Mechanism prior to
receipt of intimation from the Registrar to the Issue by the Controlling Branch of the SCSB regarding finalization of the Basis of
Allotment in the Issue, in the event of withdrawal/failure of the Issue or rejection of the ASBA Application or Application made
through UPI Mechanism, as the case may be.
MAXIMUM AND MINIMUM APPLICATION SIZE
The applications in this Issue, being a fixed price issue, will be categorized into two;
1. For Retail Individual Applicants
The Application must be for a minimum of 1,600 Equity Shares so as to ensure that the Application amount payable by the
Applicant does not exceed ₹ 2,00,000.
2. For Other Applicants (Non Institutional Applicants and QIBs):
The Application must be for a minimum of 1,600 Equity Shares so as to ensure that the Application Amount exceeds ₹ 2,00,000
and in multiples of 1,600 Equity Shares thereafter.
A person shall not make an application in the net Issue category for a number of specified securities that exceeds the total number
of securities offered to the public. Further, the maximum application by non-institutional investors shall not exceed total number
of specified securities offered in the issue less total number of specified securities offered in the issue to qualified institutional
buyers.
Further, the maximum Application by a QIB investor should not exceed the investment limits prescribed for them by applicable
laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw its Application after the Issue Closing Date and is
required to pay 100% QIB Margin upon submission of Application.
In case of revision in Applications, the Non Institutional Applicants, who are individuals, have to ensure that the Application
Amount is greater than ₹ 2,00,000 for being considered for allocation in the Non Institutional Portion.
Applicants are advised to ensure that any single Application form does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as specified in the Prospectus.
OPTION TO RECEIVE EQUITY SHARES IN DEMATERIALIZED FORM
Furnishing the details of depository account is mandatory and applications without depository account shall be treated as
incomplete and rejected.
Investors should note that Allotment of Equity Shares to all successful Applicants will only be in the dematerialized form in
compliance of the Companies Act, 2013.
The Equity Shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges.
Applicants will not have the option of getting Allotment of the Equity Shares in physical form. Allottees shall have the option to
re-materialize the Equity Shares, if they so desire, as per the provision of the Companies Act and the Depositories Act.
238
INFORMATION FOR THE APPLICANTS
a.) The Company will file the Prospectus with the RoC at least 3 (three) working days before the Issue Opening Date.
b.) The Lead Manager will circulate copies of the Prospectus along with the Application Form to potential investors.
c.) Any investor, being eligible to invest in the Equity Shares offered, who would like to obtain the Prospectus and/ or the
Application Form can obtain the same from the Company’s Registered Office or from the Registered Office of the Lead
Manager.
d.) Applicants who are interested in subscribing to the Equity Shares should approach the Lead Manager or their authorized
agent(s) to register their Applications.
e.) Applications made in the name of Minors and/or their nominees shall not be accepted.
PRE-ISSUE ADVERTISEMENT
As provided in Section 30 of the Companies Act, 2013 and 264(2) of the SEBI (ICDR) Regulations, 2018, the Company shall,
after registering the Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations,
in one widely circulated English national daily newspaper; one widely circulated Hindi national daily newspaper and one widely
circulated Gujarati newspaper.
SIGNING OF UNDERWRITING AGREEMENT
The issue is 100% Underwritten. Our Company has entered into an Underwriting Agreement with the Lead Manager on December
30, 2022
FILING OF THE PROSPECTUS WITH THE ROC
The Company will file a copy of the Prospectus with the RoC in terms of Section 32 of Companies Act, 2013.
INFORMATION FOR THE APPLICANTS
a.) Designated Date and Allotment of Equity Shares Designated Date: On the Designated date, the SCSBs or Sponsor Bank shall
transfers the funds represented by allocations of the Equity Shares into Public Issue Account with the Bankers to the Issue.
b.) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the designated stock exchange, the Registrar shall
upload it on its website. On the basis of approved basis of allotment, the Issuer shall make necessary corporate action to facilitate
the allotment and credit of equity shares. Applicants are advised to instruct their Depository Participants to accept the Equity
Shares that may be allotted to them pursuant to the issue.
c.) Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the Applicants who have
been allotted Equity Shares in the Issue. The dispatch of allotment advice shall be deemed a valid, binding and irrevocable
contract.
d.) Issuer will make the allotment of the equity shares and initiate corporate action for credit of shares to the successful applicants
Depository Account within 5 working days of the Issue Closing date. The Issuer also ensures the credit of shares to the successful
Applicants Depository Account is completed within two working Day from the date of allotment, after the funds are transferred
from ASBA Public Issue Account to Public Issue account of the issuer.
Designated Date: On the Designated date, the SCSBs or Sponsor Bank shall transfers the funds represented by allocations of the
Equity Shares into Public Issue Account with the Bankers to the Issue.
The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the allotted securities
to the respective beneficiary accounts, if any within a period of 5 working days of the Issue Closing Date. The Company will
intimate the details of allotment of securities to Depository immediately on allotment of securities under Section 56 of the
Companies Act, 2013 or other applicable provisions, if any.
239
INTEREST AND REFUNDS
COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING
The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at SME Platform of NSE where the Equity Shares are proposed to be listed are taken within 6 (Six)
working days from Issue Closing Date. Giving of Instructions for refund by unblocking of amount via ASBA not later than 4(four)
working days of the Issue Closing Date, would be ensured. If such money is not repaid within prescribed time from the date our
Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of prescribed time,
be liable to repay such application money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013
and applicable law. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default
may be punishable with fine and/or imprisonment in such a case.
GROUNDS FOR REFUND

NON RECEIPT OF LISTING PERMISSION
An Issuer makes an Application to the Stock Exchange(s) for permission to deal in/list and for an official quotation of the Equity
Shares. All the Stock Exchanges from where such permission is sought are disclosed in Prospectus. The designated Stock Exchange
may be as disclosed in the Prospectus with which the Basis of Allotment may be finalised.
If the permission to deal in and official quotation of the Equity Shares are not granted by any of the Stock Exchange(s), the Issuer
may forthwith repay, without interest, all money received from the Applicants in pursuance of the Prospectus.
In case, our Company fails to obtain listing or trading permission from the stock exchanges where the specified securities were to
be listed, our Company shall refund through verifiable means the entire monies received within seven days of receipt of intimation
from stock exchanges rejecting the application for listing of specified securities. The Lead Manager and Registrar to the Issue shall
intimate Public Issue bank/Bankers to the Issue and Public Issue Bank/Bankers to the Issue shall transfer the funds from Public
Issue account to Refund Account as per the written instruction from lead Manager and the Registrar for further payment to the
beneficiary Applicants.
If any such money is not repaid within eight days after the issuer becomes liable to repay it the issuer and every director of the
company who is an officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that
money with interest at the rate of fifteen per cent. per annum.
MINIMUM SUBSCRIPTION
This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten. As per section 39 of the Companies
Act, 2013, if the “Stated Minimum Amount” has not been subscribed and the sum payable on application is not received within a
period of thirty days from the date of issue of the Prospectus, or such other period as may be specified by the Securities and
Exchange Board, the amount received under sub-section (1) shall be returned within such time and manner as may be prescribed
under that section. If the Issuer does not received the subscription of 100% of the Issue through this Prospectus including
devolvement of underwriters within Sixty Days from the date of closure of the Issue, the Issuer shall forthwith refund the entire
subscription amount received. If there is a delay beyond eight days after the Issuer become liable to pay the amount, the Issuer
shall pay interest prescribed under section 39 of the Companies Act, 2013.
MINIMUM NUMBER OF ALLOTTEES
The Issuer may ensure that the number of proposed Allottees to whom Equity Shares may be allotted shall not be less than 50
(Fifty), failing which the entire application monies may be refunded forthwith.
MODE OF REFUND
Within six Working Days of the Issue Closing Date, the Registrar to the Issue may give instructions to SCSBs or in case of
Applications by RIIs applying through the UPI mechanism to the Sponsor Bank, to revoke the mandate and for unblocking the
amount in ASBA Accounts of unsuccessful Applicants and also for any excess amount blocked on Applications.
The Registrar to the Issue may instruct the controlling branch of the SCSB to unblock the funds in the relevant ASBA Account for
any withdrawn, rejected or unsuccessful ASBA Applications or in the event of withdrawal or failure of the Issue.
240
LETTERS OF ALLOTMENT OR REFUND ORDERS OR INSTRUCTIONS TO THE SCSBS
The Registrar to the Issue shall give instructions for credit to the beneficiary account with depository participants within 6 Working
Days from the Issue Closing Date. The Registrar shall instruct the Sponsor Bank or relevant SCSBs to, on the receipt of such
instructions from the Registrar, revoke the mandate and for unblocking the amount in ASBA Accounts to the extent of the
Application Amount specified in the Application Form or the relevant part thereof, for withdrawn, rejected or unsuccessful or
partially successful ASBA Applications within 6 Working Days of the Issue Closing Date.
INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND:
The issuer shall allot securities offered to the public shall be made within the period prescribed by the Board. The issuer shall also
pay interest at the rate of fifteen per cent. per annum if the allotment letters or refund orders have not been despatched to the
applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been
given to the clearing system in the disclosed manner within eight days from the date of the closure of the issue. However
applications received after the closure of issue in fulfilment of underwriting obligations to meet the minimum subscription
requirement, shall not be entitled for the said interest.
1. Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Lead
Manager or the Registrar to the Issue shall send to the Bankers to the Issue a list of their Applicants who have been
allocated/Allotted Equity Shares in this Issue.
2. Pursuant to confirmation of corporate actions with respect to Allotment of Equity Shares, the Registrar to the Issue will
dispatch Allotment Advice to the Applicants who have been Allotted Equity Shares in the Issue.
3. Approval of the Basis of Allotment by the Designated Stock Exchange. As described above shall be deemed a valid, binding
and irrevocable contract for the Applicant.
GENERAL INSTRUCTIONS
Do’s:
 Check if you are eligible to apply as per the terms of the Prospectus and under applicable law, rules, regulations, guidelines
and approvals;
 Read all the instructions carefully and complete the Application Form in the prescribed form;
 Ensure that the details about the PAN, DP ID and Client ID, UPI ID are correct and the Applicants depository account is
active, as Allotment of the Equity Shares will be in the dematerialized form only;
 Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated
Intermediary at the Bidding Centre;
 If the first applicant is not the account holder, ensure that the Application Form is signed by the account holder.
 Ensure that you have mentioned the correct bank account number in the Application Form;
 Ensure that the signature of the First Applicants in case of joint Applications, is included in the Application Forms;
 QIBs, Non-Institutional Applicants and the Retail Applicants should submit their Applications through the ASBA process
only. However, pursuant to SEBI circular dated November 01, 2018, RII may submit their Application by using UPI
mechanism for payment.
 Ensure that the name(s) given in the 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 Applications, the Application Form should contain only the name of
the First Applicants whose name should also appear as the first holder of the beneficiary account held in joint names;
 Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your Application;
 Ensure that you have funds equal to the Application Amount in the Bank Account maintained with the SCSB before submitting
the Application Form under the ASBA process or application forms submitted by RIIs using UPI mechanism for payment, to
the respective member of the Syndicate (in the Specified Locations), the SCSBs, the Registered Broker (at the Broker Centres),
the RTA (at the Designated RTA Locations) or CDP (at the Designated CDP Locations);
 Submit revised Applications to the same Designated Intermediary, through whom the original Application was placed and
obtain a revised acknowledgment;
 Except for Applications (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities
market, and (ii) Applications by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006,
may be exempted from specifying their PAN for transacting in the securities market, all Applicants 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
241
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;
 Ensure that the Demographic Details are updated, true and correct in all respects;
 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;
 Ensure that the category and the investor status is indicated;
 Ensure that in case of Application under power of attorney or by limited companies, corporates, trust etc, relevant documents
are submitted;
 Ensure that Application submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
 Applicants should note that in case the DP ID, Client ID and the PAN mentioned in their Application Form and entered into
the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the case may be, do not match with
the DP ID, Client ID and PAN available in the Depository database, then such Applications are liable to be rejected. Where
the Application Form is submitted in joint names, ensure that the beneficiary account is also held in the same joint names and
such names are in the same sequence in which they appear in the Application Form;
 Ensure that the Application Forms are delivered by the Applicants within the time prescribed as per the Application Form and
the Prospectus;
 Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Application Form;
 Ensure that you have mentioned the details of your own bank account for blocking of fund or your own bank account linked
UPI ID to make application in the Public Issue;
 Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely manner for blocking
of fund on your account through UPI ID using UPI application;
 Ensure that you have correctly signed the authorization/undertaking box in the Application Form, or have otherwise provided
an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application
Amount mentioned in the Application Form at the time of submission of the Application;
 Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your
Application Form; and
 The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Don’ts:
 Do not apply for lower than the minimum Application size;

 Do not apply at a Price Different from the Price Mentioned herein or in the Application Form;
 Do not pay the Application Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
 Do not send Application Forms by post; instead submit the same to the Designated Intermediary only;
 Do not submit the Application Forms to any non-SCSB bank or our Company;
 Do not make Application on an Application Form that does not have the stamp of the relevant Designated Intermediary;
 Do not make Application at Cut-off Price (for Applications by QIBs and Non-Institutional Applicants);
 Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;
 Do not make Application for Application Amount exceeding ₹ 2,00,000 (for Applications by Retail Individual Applicants);
 Do not fill up the Application Form such that the Equity Shares applied for exceeds the Net 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 Prospectus;
 Do not submit the General Index Register number instead of the PAN;
 Do not submit the Application without ensuring that funds equivalent to the entire Application Amount are blocked in the relevant
ASBA Account;
 Do not submit Application on plain paper or on incomplete or illegible Application Forms or on Application Forms in a colour
prescribed for another category of Applicants;
 Do not submit Application in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
 Do not make Application 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);
 Do not submit Application by using details of the third party’s bank account or UPI ID which is linked with bank account of the
third party. Kindly note that Applications made using third party bank account or using third party linked bank account UPI ID
are liable for rejection.
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS in ENGLISH only in
accordance with the instructions contained herein and in the Application Form. Applications not so made are liable to be rejected.
242
Application forms submitted to the SCSBs should bear the stamp of respective intermediaries to whom the application form
submitted. Application form submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch.
Application forms submitted by Applicants whose beneficiary account is inactive shall be rejected. SEBI, vide Circular No.
CIR/CFD/14/2012 dated October 4, 2012 has introduced an additional mechanism for investors to submit application forms in
public issues using the stock broker (“broker”) network of Stock Exchanges, who may not be syndicate members in an issue with
effect from January 01, 2013. The list of Broker’s Centre is available on the websites of NSE i.e. www.nseindia.com.
Applicants may note that forms not filled completely or correctly as per instructions provided in this Prospectus, the General
Information Document which shall be made available on the website of the Stock Exchange, the Issuer and the BRLM, are liable
to be rejected. Instructions to fill each field of the Application Form can be found on the reverse side of the Application Form.
Specific instructions for filling various fields of the Resident Application Form and Non-Resident Application Form and samples
are provided below;
A. INSTRUCTION FOR FILLING THE APPLICATION FORM
243
244
1. FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/ FIRST APPLICANT:
Applicants should ensure that the name provided in this field is exactly the same as the name in which the Depository Account is
held.
a.) Mandatory Fields: Applicants should note that the name and address fields are compulsory and e-mail and/or telephone
number/ mobile number fields are optional. Applicants should note that the contact details mentioned in the Application Form
may be used to dispatch communications (letters notifying the unblocking of the bank accounts of Applicants) in case the
communication sent to the address available with the Depositories are returned undelivered or are not available. The contact
details provided in the Application Form may be used by the Issuer, the members of the Syndicate the Registered Broker and
the Registrar to the Issue only for correspondence(s) related to an Issue and for no other purposes.
b.) Joint Applicants: In the case of Joint Applicants, the Application should be made in the name of the Applicant whose name
appears first in the Depository account. The name so entered should be the same as it appears in the Depository records. The
signature of only such first Applicant would be required in the Application Form and such first Applicant would be deemed
to have signed on behalf of the joint holders. All payments may be made out in favour of the Applicant whose name appears
in the Application Form or the Revision Form and all communications may be addressed to such Applicant and may be
dispatched to his or her address as per the Demographic Details received from the Depositories.
2. FIELD NUMBER 2: PAN NUMBER OF SOLE /FIRST APPLICANT:
a.) PAN (of the sole/ first Applicant) provided in the Application Form should be exactly the same as the PAN of the person(s)
in whose name the relevant beneficiary account is held as per the Depositories’ records.
b.) PAN is the sole identification number for participants transacting in the securities market irrespective of the amount of
transaction except for Application on behalf of the Central or State Government, Application by officials appointed by the
courts and Application by Applicant residing in Sikkim (“PAN Exempted Applicant”). Consequently, all Applicants, other
than the PAN Exempted Applicant, are required to disclose their PAN in the Application Form, irrespective of the Application
Amount. An Application Form without PAN, except in case of Exempted Applicants, is liable to be rejected. Application by
the Applicant whose PAN is not available as per the Demographic Details available in their Depository records, are liable to
be rejected.
c.) The exemption for the PAN Exempted Applicant 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.
d.) Application Forms which provide the General Index Register Number instead of PAN may be rejected.
e.) Applications by Applicant whose demat accounts have been “suspended for credit” are liable to be rejected pursuant to the
circular issued by SEBI on July 29, 2010, bearing number CIR/MRD/DP/22/2010. Such accounts are classified as “Inactive
demat accounts” and Demographic Details are not provided by depositories.
3. FIELD NUMBER 3: APPLICANT’S DEPOSITORY ACCOUNT DETAILS
a.) Applicants should ensure that DP ID and the Client ID are correctly filled in the Application Form. The DP ID and Client ID
provided in the Application Form should match with the DP ID and Client ID available in the Depository database, otherwise,
the Application Form is liable to be rejected.
b.) Applicants should ensure that the beneficiary account provided in the Application Form is active.
c.) Applicants should note that on the basis of DP ID and Client ID as provided in the Application Form, the Applicants may be
deemed to have authorized the Depositories to provide to the Registrar to the Issue, any requested Demographic Details of the
Applicants as available on the records of the depositories. These Demographic Details may be used, among other things, for
sending allocation advice and for other correspondence(s) related to an Issue.
d.) Applicants are, advised to update any changes to their Demographic Details as available in the records of the Depository
Participant to ensure accuracy of records. Any delay resulting from failure to update the Demographic Details would be at the
Applicants’ sole risk.
245
4. FIELD NUMBER 4: APPLICATION OPTIONS
a.) Since, this is the Fixed Price Issue and the Price has already been disclosed in the Prospectus, the Applicants should make
application at the Issue Price only. For the purpose of this Issue, the Price has been Determined as ₹72/- per equity shares
(including premium of ₹62/- per equity share).
b.) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders can make application at the Cut-
off Price indicating their agreement to apply for and purchase the Equity Shares at the Issue Price as determined in terms of
Prospectus. Making Application at the Cut-off Price is prohibited for QIBs and NIIs and such Applications from QIBs and
NIIs may be rejected.
c.) Minimum Application Value and Application Lot: For Application made by Retail Individual Investors, minimum
application of 1600 Equity Shares to ensure that the minimum Application value is not exceeding ₹ 2,00,000 and not less than
₹ 1,00,000. For Application made by QIBs and Non – Institutional Investors, minimum application of 1,600 Equity Shares
and in multiples of 1,600 Equity Shares thereafter to ensure that the minimum Application value is exceeding ₹ 2,00,000.
d.) Allotment: The Allotment of specified securities to each RII shall not be less than the minimum application Lot, subject to
availability of shares in the RII category, and the remaining available shares, if any, shall be Allotted on a proportionate basis.
Also, in case if the RII category is entitled to more than the allocated equity shares on proportionate basis, the RII category
shall be allotted that higher percentage.
Maximum and Minimum Application Size
e.) The Applicants may apply for the desired number of Equity Shares in multiple of 1,600 equity shares at Issue Price.
Applications by Retail Individual Investors and Retail Individual Shareholders must be for 1,600 equity shares, so as to ensure
that the Application Amount, payable by the Applicants does not exceed ₹ 2,00,000.
In case the Application Amount exceeds ₹ 2,00,000 due to revision of the Application or any other reason, the Application
may be considered for allocation under the Non-Institutional Category or if it is at the Cut-off Price, then such Application
may be rejected.
For NRIs, Application Amount of up to ₹ 2,00,000 may be considered under the Retail Category for the purposes of allocation
and Application Amount exceeding ₹ 2,00,000 may be considered under the Non-Institutional Category for the purposes of
allocation.
f.) Application by QIBs and NIIs must be for 1,600 equity shares such that the Application Amount exceeds ₹ 2,00,000 and in
multiples of 1,600 Equity Shares thereafter, as may be disclosed in the Application Form and the Prospectus, or as advertised
by the Issuer, as the case may be. Non-Institutional Investors and QIBs are not allowed to make application at Cut off Price.
g.) RII may revise or withdraw their application until Issue Closing Date. QIBs and NII’s cannot withdraw or lower their
Application (in terms of quantity of Equity Shares or the Application Amount) at any stage after making application and are
required to pay the Application Amount upon submission of the Application.
h.) In case the Application Amount reduces to ₹ 2,00,000 or less due to a revision of the Price, Application by the Non-
Institutional Investors who are eligible for allocation in the Retail Category would be considered for allocation under the
Retail Category.
i.) An Application cannot be submitted for more than the net issue size.
j.) The maximum application by any applicant including QIB applicant should not exceed the investment limits prescribed for
them under the applicable laws.
Multiple Applications
k.) Applicant should submit only one Application Form. Submission of a second Application Form to either the same or to another
member of the Syndicate, SCSB or Registered Broker and duplicate copies of Application Forms bearing the same application
number shall be treated as multiple Applications and are liable to be rejected.
l.) Applicants are requested to note the following procedures that may be followed by the Registrar to the Issue to detect multiple
Applications:
246
i. All Applications may be checked for common PAN as per the records of the Depository. For Applicants other
than Mutual Funds and FII sub-accounts, Applications bearing the same PAN may be treated as multiple
Application by Applicants and may be rejected.
ii. For Application from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Application
on behalf of the PAN Exempted Applicants, the Application Forms may be checked for common DP ID and
Client ID. Such Applications which have the same DP ID and Client ID may be treated as multiple applications
and are liable to be rejected.
m.) The following Applications may not be treated as multiple Applications:
i. Applications by Reserved Categories making application in their respective Reservation Portion as well as
application made by them in the Issue portion in public category.
ii. Separate Applications by Mutual Funds in respect of more than one scheme of the Mutual Fund provided that
the Applications clearly indicate the scheme for which the Application has been made.
iii. Applications by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted with the same
PAN but with different beneficiary account numbers, Client IDs and DP IDs.
5. FIELD NUMBER 5: CATEGORY OF APPLICANTS
a.) The categories of Applicants are identified as per the SEBI (ICDR) Regulations, 2018 for the purpose of Applications,
allocation and allotment in the Issue are RIIs, NIIs and QIBs.
b.) An Issuer can make reservation for certain categories of Applicants as permitted under the SEBI (ICDR) Regulations, 2018.
For details of any reservations made in the Issue, Applicants may refer to the Prospectus.
c.) The SEBI (ICDR) Regulations, 2018, specify the allocation or allotment that may be made to various categories of Application
in an issue depending upon compliance with the eligibility conditions. Details pertaining to allocation are disclosed on reverse
side of the Revision Form.
d.) For Issue specific details in relation to allocation, Applicants may refer to the Prospectus.
6. FIELD NUMBER 6: INVESTOR STATUS
a.) Each Applicants should check whether it is eligible to apply under applicable law and ensure that any prospective
allotment to it in the Issue follows the investment restrictions under applicable law.
b.) Certain categories of Applicants, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or hold Equity
Shares exceeding certain limits specified under applicable law. Applicants are requested to refer to the Prospectus for
more details.
c.) Applicants should check whether they are eligible to apply on non-repatriation basis or repatriation basis and should
accordingly provide the investor status. Details regarding investor status are different in the Resident Application Form
and Non-Resident Application Form.
d.) Applicants should ensure that their investor status is updated in the Depository records.
7. FIELD NUMBER 7: PAYMENT DETAILS
a.) Applicants are required to enter either the ASBA Bank account details or the UPI ID in this field. In case the Applicants
doesn’t provide any of the ASBA Bank account details or the UPI ID then the application would be rejected. For application
submitted to Designated Intermediaries (other than SCSBs), Applicants providing both the ASBA Bank account details as
well as the UPI ID, the UPI ID will be considered for processing of the application.
b.) The full Application Amount shall be blocked based on the authorization provided in the Application Form.
c.) RIIs who make application at Cut-off price shall be blocked on the Cap Price.
d.) All Applicants (other than Anchor Investors) can participate in the Issue only through the ASBA mechanism.
247
e.) RIIs submitting their applications through Designated Intermediaries can participate in the Issue through the UPI mechanism,
through their UPI ID linked with their bank account.
f.) Application Amount cannot be paid in cash, cheque, and demand draft, through money order or through postal order.
Payment instructions for Applicants (other than Anchor Investors)
a.) From July 1, 2019 in Phase II, RIIs shall use only Channel I, Channel II and Channel IV (as described below) for making
applications in a public issue:
Category of
Investor
Retail Individual Investor may submit the Investor may submit RIIs may submit the
Investor (RII) Application Form with the Application Form Application Form with
ASBA as the sole online using the facility any of the Designated
mechanism for making of linked online Intermediaries and use
payment either trading, demat and his/her UPI ID for the
physically (at the bank account (3-in-1 purpose of blocking of
branch of the SCSB) or type accounts) funds.
Non- Institutional online. provided by Registered Investor may submit Not Applicable
Investor (NII) Brokers. the Application Form
For such applications with any of the
the existing process of Designated
uploading the Intermediaries, along
Application and with details of his/her
blocking of finds in the ASBA Account for
RIIs account by the blocking of funds.
SCSB would continue.
For such applications
the Designated
Intermediary will
upload the Application
in the stock exchange
bidding platform and
forward the application
form to Designated
Branch of the
concerned SCSB for
blocking of funds.
Please see below a graphical illustrative process of the investor receiving and approving the UPI mandate request:
ILLUSTRATIVE SMS BLOCK REQUEST SMS TO INVESTOR
248
BLOCK REQUEST INTIMATION THROUGH UPI BLOCK REQUEST SMS TO INVESTOR
APPLICATION
SAMPLE OF IPO DETAILS IN ATTACHMENT POST VERIFICATION OF DETAILS ABOVE
249
PRE-CONFIRMATION PAGE ENTERING OF UPI PIN
CONFIRMATION PAGE APPROVED MANDATES VISIBLE IN UPI

APPLICATION
250
BLOCK CONFIRMATION SMS TO INVESTOR BLOCK CONFIRMATION APPLICATION
INTIMATION
b.) QIB and NII Applicants may submit the Application Form either;
i. to SCSB in physical or electronic mode through the internet banking facility offered by an SCSB authorizing
blocking of funds that are available in the ASBA account specified in the Application Form, or
ii. in physical mode to any Designated Intermediary.
c.) Applicants must specify the Bank Account number, or the UPI ID, as applicable, in the Application Form. The Application
Form submitted by Applicants and which is accompanied by cash, demand draft, cheque, money order, postal order or any
mode of payment other than blocked amounts in the ASBA Account, may not be accepted.
d.) Applicants should note that application made using third party UPI ID or ASBA Bank account are liable to be rejected.
e.) Applicants shall note that for the purpose of blocking funds under ASBA facility clearly demarcated funds shall be available
in the ASBA Account.
f.) Applicants should submit the Application Form only at the Bidding Centers, i.e. to the respective member of the Syndicate at
the Specified Locations, the SCSBs, the Registered Broker at the Broker Centers, the RTA at the Designated CRTA Locations
or CDP at the Designated CDP Locations.
g.) Applicants making application through Designated Intermediaries other than a SCSB, should note that ASBA Forms
submitted to such Designated Intermediary may not be accepted, if the SCSB where the ASBA Account, as specified in the
Application Form, is maintained has not named at least one branch at that location for such Designated Intermediary, to deposit
ASBA Forms.
h.) Applicants making application directly through the SCSBs should ensure that the Application Form is submitted to a
Designated Branch of a SCSB where the ASBA Account is maintained.
251
i.) Upon receipt of the Application Form, the Designated Branch of the SCSB may verify if sufficient funds equal to the
Application Amount are available in the ASBA Account, as mentioned in the Application Form.
j.) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to the Application Amount
mentioned in the Application Form and for application directly submitted to SCSB by investor, may enter each application
details into the electronic bidding system as a separate application.
k.) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not upload such
Application on the Stock Exchange platform and such Applications are liable to be rejected.
l.) Upon submission of a completed Application Form each Applicants (not being a RII who has opted for the UPI payment
mechanism and provided a UPI ID with the Application Form) may be deemed to have agreed to block the entire Application
Amount and authorized the Designated Branch of the SCSB to block the Application Amount specified in the Application
Form in the ASBA Account maintained with the SCSBs. For details regarding blocking of Application Amount for RIIs who
have provided a UPI ID with the Application Form, please refer to graphical illustrative process of the investor receiving and
approving the UPI mandate request provided in clause (a).
m.) The Application Amount may remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and
consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdrawal or failure of the Issue, or until withdrawal or rejection of the Application, as the case may be.
n.) SCSBs making application in the Issue must apply through an Account maintained with any other SCSB; else their
Applications are liable to be rejected.
8. FIELD NUMBER 8: UNBLOCKING OF ASBA ACCOUNT
a.) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue may provide the
following details to the controlling branches of each SCSB or the Sponsor Bank, as the case may be, along with instructions
to unblock the relevant ASBA Accounts and for successful applications transfer the requisite money to the Public Issue
Account designated for this purpose, within the specified timelines: (i) the number of Equity Shares to be Allotted against
each Application, (ii) the amount to be transferred from the relevant ASBA Account to the Public Issue Account, for each
Application, (iii) the date by which funds referred to in (ii) above may be transferred to the Public Issue Account, (iv) the
amount to be unblocked, if any in case of partial allotments and (v) details of rejected ASBA Application, if any, along with
reasons for rejection and details of withdrawn or unsuccessful Application, if any, to enable the SCSBs or the Sponsor Bank,
as the case may be, to unblock the respective ASBA Accounts.
b.) On the basis of instructions from the Registrar to the Issue, the SCSBs or the Sponsor Bank, as the case may be, may transfer
the requisite amount against each successful Applicants to the Public Issue Account and may unblock the excess amount, if
any, in the ASBA Account.
c.) In the event of withdrawal or rejection of the Application Form and for unsuccessful Applications, the Registrar to the Issue
may give instructions to the SCSB or to the Sponsor Bank to revoke the mandate and, as the case may be, to unblock the
Application Amount in the Relevant Account within four Working Days of the Issue Closing Date.
Additional Payment Instructions for RIIs applying through Designated Intermediaries using the UPI mechanism
d.) Before submission of the application form with the Designated Intermediary, an RII shall download the mobile app for UPI
and create a UPI ID (xyz@bankname) of not more than 45 characters with its bank and link it to his/ her bank account where
the funds equivalent to the application amount is available.
e.) RIIs shall ensure that the bank, with which it has its bank account, where the funds equivalent to the application amount is
available for blocking has been notified as Issuer Banks for UPI. A list of such banks is available at
f.) RIIs shall mention his / her UPI ID along with the application details in the Application Form in capital letters and submit the
Application Form to any of the Designated Intermediaries.
g.) The Designated Intermediary upon receipt of the Application Form will upload the application details along with UPI ID in
the stock exchange bidding platform.
252
h.) Once the application has been entered into the Stock Exchange bidding platform, the stock exchange will validate the PAN
and Demat Account details of the RII with the Depository. The Depository will validate the aforesaid details on a real time
basis and send a response to the stock exchange which will be shared by the stock exchange with the Designated Intermediary
through its bidding platform, for corrections, if any.
i.) Once the application details have been validated by the Depository, the stock exchange will, on a continuous basis,
electronically share the application details along with the UPI ID of the concerned RII with the Sponsor Bank appointed by
the Issuer.
j.) The Sponsor Bank will validate the UPI ID of the RII before initiating the Mandate request.
k.) The Sponsor Bank after validating the UPI ID will initiate a UPI Mandate Request for valid UPI ID on the RII which will be
electronically received by the RII as an SMS / intimation on his / her mobile number / mobile app associated with the UPI ID
linked account. The RII shall ensure that the details of the application are correct 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, an RII may be deemed to have verified the attachment containing the application details
of the RII in the UPI Mandate Request and have agreed to block the entire application Amount and authorized the Sponsor
Bank to block the application Amount mentioned in the Application Form and Subsequent debit in case of allotment.
l.) Upon successful validation of the block request by the RII, the said information would be electronically received by the RII’s
bank, where the funds, equivalent to the application amount would get blocked in the ASBA Account of the RII. Intimation
regarding confirmation of such blocking of funds in the ASBA Account of the RII would also be received by the RII.
Information on the block status request would be shared with the Sponsor Bank which in turn would share it with the stock
exchange which in turn would share it with the Registrar in the form of a file for the purpose of reconciliation and display it
on the stock exchange bidding platform for the information of the Designated Intermediary.
m.) RIIs may continue to modify or withdraw the application till the closure of the Issue Period. For each modification of the
application, the RII will submit a revised application and will receive a new UPI Mandate Request from the Sponsor Bank to
be validated as per the process indicated above.
n.) RIIs to check the correctness of the details on the mandate received before approving the Mandate Request.
o.) Post closure of the Issue, the stock exchange will share the application details with the Registrar along with the final file
received from the Sponsor Bank containing status of blocked funds or otherwise, along with the ASBA Account details with
respect to applications made by RIIs using UPI ID.
Discount: NOT APPLICABLE
Additional Payment Instruction for NRIs
The Non-Resident Indians who intend to block funds through Non-Resident Ordinary (NRO) accounts shall use the form meant
for Resident Indians (non-repatriation basis). In the case of applications by NRIs applying on a repatriation basis, payment shall
not be accepted out of NRO Account.
9. FIELD NUMBER 9: SIGNATURES AND OTHER AUTHORISATIONS
a.) Only the First Applicant is required to sign the Application Form. Applicants should ensure that signatures are in one of the
languages specified in the Eighth Schedule to the Constitution of India.
b.) In relation to the Applications, signature has to be correctly affixed in the authorization/undertaking box in the Application
Form, or an authorisation has to be provided to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the application amount mentioned in the Application Form.
c.) Applicants must note that Application Form without signature of Applicants and /or ASBA Account holder is liable to be
rejected.
10. FIELD NUMBER 10: ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
a.) Applicant should ensure that they receive the acknowledgment duly signed and stamped by Application Collecting
Intermediary or SCSB, as applicable, for submission of the Application Form.
253
b.) All communications in connection with Application made in the Issue should be addressed as under:
i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of allotted equity shares, the
Applicant should contact the Registrar to the Issue.
ii. In case of ASBA Application submitted to the Designated Branches of the SCSBs, the Applicant should contact
the relevant Designated Branch of the SCSB.
iii. Applicants may contact the Company Secretary and Compliance Officer or Lead Manager in case of any other
complaints in relation to the Issue.
iv. In case of queries relating to uploading of Application by a Syndicate Member, the Applicant should contact the
relevant Syndicate Member.
v. In case of queries relating to uploading of Application by a Registered Broker, the Applicant should contact the
relevant Registered Broker
vi. In case of Application submitted to the RTA, the Applicant should contact the relevant RTA.
vii. In case of Application submitted to the DP, the Applicant should contact the relevant DP.
viii. In case of queries relating to uploading of Application through the UPI Mechanism, the Applicant should contact
the Sponsor Bank;
c.) The following details (as applicable) should be quoted while making any queries –
i. Full name of the sole or First Applicant, Application Form number, Applicants’ DP ID, Client ID, PAN, number
of Equity Shares applied for, amount paid on Application.
ii. name and address of the Designated Intermediary, where the Application was submitted; or
iii. Applications, ASBA Account number or the UPI ID (for RIIs who make the payment of Application Amount
through the UPI mechanism) linked to the ASBA Account where the Application Amount was blocked in which
the amount equivalent to the Application Amount was blocked.
iv. For further details, Applicants may refer to the Prospectus and the Application Form.
B. INSTRUCTIONS FOR FILLING THE REVISION FORM
a.) During the Issue Period, any Applicants (other than QIBs and NIIs, who can only revise their Application amount upwards)
who has registered his or her interest in the Equity Shares for a particular number of shares is free to revise number of shares
applied using revision forms available separately.
b.) RII may revise / withdraw their Application till closure of the Issue period.
c.) Revisions can be made only in the desired number of Equity Shares by using the Revision Form.
d.) The Applicant can make this revision any number of times during the Issue Period. However, for any revision(s) in the
Application, the Applicants will have to use the services of the SCSB through which such Applicant had made the original
Application. It is clarified that RIIs whose original Application is made using the UPI mechanism, can make revision(s) to
their Application using the UPI mechanism only, whereby each time the Sponsor Bank will initiate a new UPI Mandate
Request. Applicants are advised to retain copies of the blank Revision Form and the Application(s) must be made only in such
Revision Form or copies thereof.
A sample Revision form is reproduced below:
254
255
256
11. FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST APPLICANT, PAN OF SOLE/FIRST
APPLICANT & DEPOSITORY ACCOUNT DETAILS OF THE APPLICANT
Applicants should refer to instructions contained in paragraphs 1, 2 and 3 above under the heading “Instructions for Filling the
Application Form”.
12. FIELDS 4 AND 5: APPLICATION OPTIONS REVISION ‘FROM’ AND ‘TO’
a.) Apart from mentioning the revised number of shares in the Revision Form, the Applicants must also mention the details of
shares applied for given in his or her Application Form or earlier Revision Form. For example, if Applicant has applied for
1,600 equity shares in the Application Form and such applicant is changing number of shares applied for in the Revision
Form, the applicant must fill the details of 1,600 equity shares, in the Revision Form. The members of the Syndicate, the
Registered Brokers and the Designated Branches of the SCSBs may not accept incomplete or inaccurate Revision Form.
b.) In case of revision, applicants’ options should be provided by applicants in the same order as provided in the Application
Form.
c.) In case of revision of Applicants by Retail Individual Investors and Retail Individual Shareholders, such Applicants should
ensure that the Application Amount, Subsequent to revision, does not exceed ₹ 200,000. In case the Application Amount
exceeds ₹ 200,000 due to revision of the Application or for any other reason, the Application may be considered, subject to
eligibility, for allocation under the Non-Institutional Category or if it is at the Cut-off Price, then such Application may be
rejected. The Cut-off Price option is given only to the Retail Individual Investors and Retail Individual Shareholders indicating
their agreement to apply for and purchase the Equity Shares at the Issue Price.
d.) In case the total amount (i.e., original Application Amount plus additional payment) exceeds ₹ 200,000, the Application will
be considered for allocation under the Non-Institutional Category in terms of the Prospectus. If, however, the RII does not
either revise the Application or make additional payment and the Issue Price is higher than the price disclosed in the
Prospectus, the number of Equity Shares applied for shall be adjusted downwards for the purpose of allocation, such that no
additional payment would be required from the RII and the RII is deemed to have approved such revised application at Cut-
off Price.
e.) In case of a downward revision in the Price, RIIs who have applied at the Cut-off Price could either revise their application or
the excess amount paid at the time of application may be unblocked in case of applicants.
13. PAYMENT DETAILS
a.) All Applicants are required to make payment of the full Application Amount along with the Application Revision Form.
b.) Applicant may Issue instructions to block the revised amount based on the revised Price in the ASBA Account of the UPI
Linked Bank Account, to the same Designated Intermediary through whom such applicant had placed the original application
to enable the relevant SCSB to block the additional Application Amount, if any.
c.) In case the total amount (i.e., original Application Amount plus additional payment) exceeds ₹ 200,000, the Application may
be considered for allocation under the Non-Institutional Category in terms of the Prospectus. If, however, the Applicant does
not either revise the application or make additional payment and the Price is higher than Issue price disclosed in the Prospectus
prior to the revision, the number of Equity Shares applied for may be adjusted downwards for the purpose of Allotment, such
that additional amount is required blocked and the applicant is deemed to have approved such revised application at the Cut-
off Price.
d.) In case of a downward revision in the Price, RIIs and Retail Individual Shareholders, who have applied at the Cut-off Price,
could either revise their application or the excess amount paid at the time of application may be unblocked.
14. FIELD NUMBER 7: SIGNATURES AND ACKNOWLEDGEMENTS
Applicants may refer to instructions contained at paragraphs 9 above under the heading “Instructions for Filling the Application
Form” for this purpose.
APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details or UPI ID in the space provided in the Application Form is mandatory and
applications that do not contain such details are liable to be rejected.
257
Please note that, furnishing the details of depository account is mandatory and applications without depository account shall
be treated as incomplete and rejected.
Applicants should note that on the basis of name of the Applicants, Depository Participant’s name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Application Form, the Registrar to the Issue will
obtain from the Depository the demographic details including address, Applicants bank account details, MICR code, occupation
(hereinafter referred to as ‘Demographic Details’) or UPI ID (in case of Retail Individual Investors). These Bank Account or UPI
ID details would be used for giving refunds to the Applicants. Hence, Applicants are advised to immediately update their Bank
Account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in
dispatch/ credit of refunds to Applicants at the Applicants’ sole risk and neither the Lead Manager nor the Registrar to the Issue
or the Escrow Collection Banks or the SCSB nor the Company shall have any responsibility and undertake any liability for the
same. Hence, Applicants should carefully fill in their Depository Account details in the Application Form. These Demographic
Details would be used for all correspondence with the Applicants including mailing of the CANs / Allocation Advice and printing
of Bank particulars on the refund orders or for refunds through electronic transfer of funds, as applicable. The Demographic Details
given by Applicants in the Application Form would not be used for any other purpose by the Registrar to the Issue. By signing the
Application Form, the Applicant would be deemed to have authorized the depositories to provide, upon request, to the Registrar
to the Issue, the required Demographic Details as available on its records.
PAYMENT BY STOCK INVEST
In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated November 5, 2003; the option
to use the stock invest instrument in lieu of cheques or bank drafts for payment of Application money has been withdrawn. Hence,
payment through stock invest would not be accepted in this Issue.
OTHER INSTRUCTIONS
JOINT APPLICATIONS IN THE CASE OF INDIVIDUALS
Applications may be made in single or joint names (not more than three). In the case of joint Applications, all payments will be
made out in favour of the Applicant whose name appears first in the Application Form or Revision Form. All communications will
be addressed to the First Applicant and will be dispatched to his or her address as per the Demographic Details received from the
Depository.
MULTIPLE APPLICATIONS
An Applicant should submit only one Application (and not more than one). Two or more Applications will be deemed to be
multiple Applications if the sole or First Applicant is one and the same.
In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given
below:
I. All applications are electronically strung on first name, address (1 st line) and applicant’s status. Further, these applications
are electronically matched for common first name and address and if matched, these are checked manually for age, signature
and father/ husband’s name to determine if they are multiple applications
II. Applications which do not qualify as multiple applications as per above procedure are further checked for common DP
ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually checked to eliminate possibility
of data entry error to determine if they are multiple applications.
III. Applications which do not qualify as multiple applications as per above procedure are further checked for common PAN.
All such matched applications with common PAN are manually checked to eliminate possibility of data capture error to
determine if they are multiple applications.
In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual fund registered with SEBI
and such Applications in respect of more than one scheme of the mutual fund will not be treated as multiple Applications provided
that the Applications clearly indicate the scheme concerned for which the Application has been made.
In cases where there are more than 20 (Twenty) valid applications having a common address, such shares will be kept in abeyance,
post allotment and released on confirmation of “know your client” norms by the depositories. The Company reserves the right to
reject, in its absolute discretion, all or any multiple Applications in any or all categories.
258
After submitting an ASBA Application or Application through UPI Mechanism either in physical or electronic mode, an Applicant
cannot apply (either in physical or electronic mode) to either the same or another Designated Branch of the SCSB. Submission of
a second Application in such manner will be deemed a multiple Application and would be rejected.
An investor making application using any of channels under UPI Payments Mechanism, shall use only his / her own bank account
or only his / her own bank account linked UPI ID to make an application in public issues. Applications made using third party
bank account or using third party linked bank account UPI ID are liable for rejection. Sponsor Bank shall provide the investors
UPI linked bank account details to RTA for purpose of reconciliation. RTA shall undertake technical rejection of all applications
to reject applications made using third party bank account.
Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange bearing the same
application number shall be treated as multiple applications and are liable to be rejected. The Company, in consultation with the
Lead Manager reserves the right to reject, in its absolute discretion, all or any multiple applications in any or all categories. In this
regard, the procedure which would be followed by the Registrar to the Issue to detect multiple applications is given below:
1. All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII sub-accounts,
Applications bearing the same PAN will be treated as multiple Applications and will be rejected.
2. For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Applications on behalf
of the Applicants for whom submission of PAN is not mandatory such as the Central or State Government, an official
liquidator or receiver appointed by a court and residents of Sikkim, the Application Forms will be checked for common DP
ID and Client ID.
PERMANENT ACCOUNT NUMBER OR PAN
Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account Number (“PAN”)
to be the sole identification number for all participants transacting in the securities market, irrespective of the amount of the
transaction w.e.f. July 2, 2007. Each of the Applicants should mention his/her PAN allotted under the Income Tax Act, 1961.
Applications without the PAN will be considered incomplete and are liable to be rejected. It is to be specifically noted that
Applicants should not submit the General Index Registration (“GIR”) number instead of the PAN, as the Application is liable to
be rejected on this ground.
Our Company/ Registrar to the Issue/ Lead Manager can, however, accept the Application(s) in which PAN is wrongly entered
into by ASBA SCSB’s in the ASBA system, without any fault on the part of Applicant.
RIGHT TO REJECT APPLICATIONS
In case of QIB Applicants, the Company in consultation with the Lead Manager may reject Applications provided that the reasons
for rejecting the same shall be provided to such Applicant in writing. In case of Non Institutional Applicants, Retail Individual
Applicants who applied, the Company has a right to reject Applications based on technical grounds.
GROUNDS FOR REJECTIONS
Applicants are advised to note that Applications are liable to be rejected inter alia on the following technical grounds:
 Amount paid does not tally with the amount payable for the highest value of Equity Shares applied for;
 In case of partnership firms, Equity Shares may be registered in the names of the individual partners and not firm as such shall
be entitled to apply;
 Application by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;
 PAN not mentioned in the Application Form;
 GIR number furnished instead of PAN;
 Applications for lower number of Equity Shares than specified for that category of investors;
 Applications at a price other than the Fixed Price of the Issue;
 Applications for number of Equity Shares which are not in multiples of 1,600;
 Category not ticked;
 Multiple Applications as defined in the Prospectus;
 In case of Application under power of attorney or by limited companies, corporate, trust etc., where relevant documents are
not submitted;
 Applications accompanied by Stock invest/ money order/ postal order/ cash;
 Signature of sole Applicant is missing;
 Application Forms are not delivered by the Applicant within the time prescribed as per the Application Forms, Issue Opening
259
Date advertisement and the Prospectus and as per the instructions in the Prospectus and the Application Forms;
 In case no corresponding record is available with the Depositories that matches three parameters namely, names of the
Applicants (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s
account number;
 Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;
 Applications by OCBs;
 Applications by US persons other than in reliance on Regulations for “qualified institutional buyers” as defined in Rule 144A
under the Securities Act;
 Applications not duly signed;
 Applications by any persons outside India if not in compliance with applicable foreign and Indian laws;
 Applications by any person that do not comply with the securities laws of their respective jurisdictions are liable to
be rejected;
 Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other
regulatory authority;
 Applications by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws, rules,
regulations, guidelines, and approvals;
 Applications or revisions thereof by QIB Applicants, Non Institutional Applicants where the Application Amount is in excess
of ₹ 2,00,000, received after 3.00 pm on the Issue Closing Date;
 Applications not containing the details of Bank Account, UPI ID and/or Depositories Account;
 Inadequate funds in the bank account to block the Application Amount specified in the Application Form/Application Form
at the time of blocking such Application Amount in the bank account;
 Where no confirmation is received from SCSB for blocking of funds;
 Applications by Applicants not submitted through ASBA process;
 Applications not uploaded on the terminals of the Stock Exchanges;
 Applications by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA
Account in the Application Form;
 ASBA Account number or UPI ID not mentioned or incorrectly mentioned in the Application Form;
 Submission of Application Form(s) using third party ASBA Bank Account;
 Submission of more than one Application Form per UPI ID by RIIs applying through Designated Intermediaries;
 In case of Applications by RIIs (applying through the UPI mechanism), the UPI ID mentioned in the Application Form is linked
to a third party bank account;
 The UPI Mandate is not approved by Retail Individual Investor; and
 The original Application is made using the UPI mechanism and revision(s) to the Application is made using ASBA either
physically or online through the SCSB, and vice versa.
EQUITY SHARES IN DEMATERIALIZED FORM WITH NSDL OR CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company had signed the following
tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a. a tripartite agreement dated May 10, 2019 with NSDL, our Company and Registrar to the Issue;
b. a tripartite agreement dated May 10, 2019 with CDSL, our Company and Registrar to the Issue;
The Company’s shares bear an ISIN: INE082101010
a) An applicant applying for Equity Shares in demat form must have at least one beneficiary account with the Depository
Participants of either NSDL or CDSL prior to making the application.
b) The applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s
Identification number) appearing in the Application Form or Revision Form.
c) Equity Shares allotted to a successful applicant will be credited in electronic form directly to the Applicant’s beneficiary
account (with the Depository Participant).
d) Names in the Application Form or Revision Form should be identical to those appearing in the account details in the
Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details
in the Depository.
e) If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in the Application
Form or Revision Form, it is liable to be rejected.
f) The Applicant is responsible for the correctness of his or her demographic details given in the Application Form vis-à-vis
those with their Depository Participant.
g) It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity
with NSDL and CDSL. The Stock Exchange platform where our Equity Shares are proposed to be listed has electronic
connectivity with CDSL and NSDL.
260
h) The trading of the Equity Shares of our Company would be only in dematerialized form.
COMMUNICATIONS
All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the Issue
quoting the full name of the sole or First Applicant, Application Form number, Applicants Depository Account Details, number
of Equity Shares applied for, date of Application form, name and address of the Banker to the Issue where the Application was
submitted and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre Issue or post Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc. at
below mentioned addresses;
To To the Registrar to the Issue

Ms. Neha Batra LINK INTIME INDIA PRIVATE LIMITED
Aristo Bio-Tech and Lifescience Limited C-101, 1 Floor, 247 Park, L.B.S. Marg, Vikhroli (West),
E-24,25,26, G.I.D.C. MANJUSAR, Mumbai, Maharashtra, India- 400083
Ta. Savli, Vadodara Tel. No.: +91-022-49186200
Gujarat - 391775 India Fax No.: +91-022-49186191
Tel. No.: +91-2667-264843 Email: [email protected]
E-mail: [email protected] Website: www.linkintime.co.in
Website: www.aristobiotech.com Investor Grievance Email: [email protected]
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY
The Company shall ensure the dispatch of Allotment advice, instructions to SCSBs and give benefit to the beneficiary account
with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchange within one working day
of the date of Allotment of Equity Shares.
The Company shall make best efforts that all steps for completion of the necessary formalities for listing and commencement of
trading at SME Platform of NSE where the Equity Shares are proposed to be listed are taken within 6 (six) working days of closure
of the issue.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of section 38(1) of the Companies Act, 2013 which is reproduced
below:
a) ‘Any person who: makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
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 of Companies Act, 2013 and shall be
treated as Fraud.
Section 447 of the Companies Act, 2013, is reproduced as below:
Without prejudice to any liability including repayment of any debt under this Act or any other law for the time being in force, any
person who is found to be guilty of fraud involving an amount of at least ten lakh rupees or one per cent. of the turnover of the
company, whichever is lower shall be punishable with imprisonment for a term which shall not be less than six months but which
may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which
may extend to three times the amount involved in the fraud:
Provided that where the fraud in question involves public interest, the term of imprisonment shall not be less than three years.
261
Provided further that where the fraud involves an amount less than ten lakh rupees 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 twenty lakh rupees or with both.
BASIS OF ALLOTMENT
Allotment will be made in consultation with NSE (The Designated Stock Exchange). In the event of oversubscription, the allotment
will be made on a proportionate basis in marketable lots as set forth here:
1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e. the total
number of Shares applied for in that category multiplied by the inverse of the over subscription ratio (number of applicants in
the category x number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in marketable lots
(i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
3. For applications where the proportionate allotment works out to less than 1,600 equity shares the allotment will be made as
follows:
a) Each successful applicant shall be allotted 1,600 equity shares; and
b) The successful applicants out of the total applicants for that category shall be determined by the drawal of lots in such a
manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as per
(2) above.
4. If the proportionate allotment to an applicant works out to a number that is not a multiple of 1,600 equity shares, the
applicant would be allotted Shares by rounding off to the lower nearest multiple of 1,600 equity shares.
5. If the Shares allocated on a proportionate basis to any category is more than the Shares allotted to the applicants in that
category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted Shares
are not sufficient for proportionate allotment to the successful applicants in that category, the balance Shares, if any,
remaining after such adjustment will be added to the category comprising of applicants applying for the minimum number
of Shares.
6. Since present issue is a fixed price issue, the allocation in the net Issue to the public category in terms of Regulation 253(2)
of the SEBI (ICDR) (Amendment) Regulations, 2018 shall be made as follows;
(a). minimum fifty per cent. to retail individual investors; and
(b). remaining to:
i) individual applicants other than retail individual investors; and
ii) other investors including corporate bodies or institutions, irrespective of the number of Equity Shares applied for;
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants
in the other category.
Explanation: If the retail individual investor category is entitled to more than fifty per cent of the net issue size on a
proportionate basis, the retail individual investors shall be allocated that higher percentage.
Please note that the Allotment to each Retail Individual Investor shall not be less than the minimum application lot, subject to
availability of Equity Shares in the Retail portion. The remaining available Equity Shares, if any in Retail portion shall be allotted
on a proportionate basis to Retail individual Investor in the manner in this para titled “BASIS OF ALLOTMENT”.
“Retail Individual Investor” means an investor who applies for shares of value of not more than ₹ 2,00,000/-. Investors may note
that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with the SMEadpro
Platform of NSE.
262
BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION
In the event of under subscription in the Issue, the obligations of the Underwriters shall get triggered in terms of the Underwriting
Agreement. The Minimum subscription of 100% of the Issue size as specified in Page no. 46 under chapter titled “General
Information” of this Prospectus shall be achieved before our company proceeds to get the basis of allotment approved by the
Designated Stock Exchange.
The Executive Director/Managing Director of the SME Platform of NSE – the Designated Stock Exchange in addition to Lead
Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper
manner in accordance with the SEBI (ICDR) Regulations, 2018.
UNDERTAKING BY OUR COMPANY
Our Company undertakes the following:
1. that the complaints received in respect of this Issue shall be attended to by our Company expeditiously and satisfactorily;
2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at the Stock
Exchange where the Equity Shares are proposed to be listed within 6 (Six) working days of closure of the Issue;
3. that funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed shall be made
available to the Registrar to the Issue by us;
4. that the instruction for electronic credit of Equity Shares/ refund orders/intimation about the refund to non -resident
Indians shall be completed within specified time; and
5. that no further issue of Equity Shares shall be made till the Equity Shares offered through the Prospectus are listed or
till the application monies are refunded on account of non-listing, under subscription etc.
6. that Company shall not have recourse to the Issue proceeds until the approval for trading of the Equity Shares from the
Stock Exchange where listing is sought has been received.
7. Adequate arrangements shall be made to collect all Application forms.
UTILIZATION OF ISSUE PROCEEDS
The Board of Directors certifies that:
1) All monies received out of the Issue shall be credited/ transferred to a separate bank account other than the bank account
referred to in sub section (3) of Section 40 of the Companies Act 2013;
2) Details of all monies utilized out of the Issue shall be disclosed and continue to be disclosed till any part of the issue proceeds
remains unutilized under an appropriate separate head in the Company’s balance sheet indicating the purpose for which such
monies have been utilized;
3) Details of all unutilized monies out of the Issue, if any shall be disclosed under an appropriate head in the balance sheet
indicating the form in which such unutilized monies have been invested;
4) Our Company shall comply with the requirements of section SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and pursuant to section 177 of the Company's Act, 2013 in relation to the disclosure and monitoring of the
utilization of the proceeds of the Issue respectively;
5) Our Company shall not have recourse to utilize the Issue Proceeds until the approval for listing and trading of the Equity
Shares from the Stock Exchange where listing is sought has been received.
263
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and Foreign
Exchange Management Act, 1999 ("FEMA"). While the Industrial Policy, 1991 prescribes the limits and the conditions subject to
which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in
all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. The government bodies responsible for granting foreign investment approvals
are the Reserve Bank of India ("RBI") and Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India ("DIPP").
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment ("FDI") through
press notes and press releases. The DIPP, has issued consolidated FDI Policy Circular of 2020 ("FDI Policy 2020"), effective from
October15, 2020, which consolidates and supersedes all previous press notes, press releases and clarifications on FDI Policy issued
by the DIPP that were in force. The Government proposes to update the consolidated circular on FDI policy once every year and
therefore, FDI Policy 2020 will be valid until the DIPP issues an updated circular.
The RBI also issues Master Circular on Foreign Investment in India every year. Presently, FDI in India is being governed by
Master Circular on Foreign Investment dated July 01, 2015 as updated from time to time by RBI and Master Direction –Foreign
Investment In India (updated upto March 08, 2019). In terms of the Master Circular, an Indian company may issue fresh shares to
people resident outside India (who is eligible to make investments in India, for which eligibility criteria are as prescribed). Such
fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master Circular and Master Direction.
The Indian company making such fresh issue of shares would be subject to the reporting requirements, inter-alia with respect to
consideration for issue of shares and also subject to making certain filings including filing of Form FC-GPR.
In case of investment in sectors through Government Route, approval from competent authority as mentioned in Chapter 4 of the
FDI Policy 2020 has to be obtained.
The transfer of shares between an Indian resident to a non-resident does not require the prior approval of the RBI, subject to
fulfilment of certain conditions as specified by DIPP / RBI, from time to time.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the extant FDI
guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time. Investors are advised
to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or sale transaction in the Equity
Shares of our Company. Investors will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is
not eligible under applicable laws, rules, regulations, guidelines. Our Company, the Underwriters and their respective directors,
officers, agents, affiliates and representatives, as applicable, accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire Equity Shares of our Company.
Investment conditions/restrictions for overseas entities
Under the current FDI Policy 2020 and amendments from time to time thereupon, the maximum amount of Investment (sectoral
cap) by foreign investor in an issuing entity is composite unless it is explicitly provided otherwise including all types of foreign
investments, direct and indirect, regardless of whether it has been made for FDI, FPI, NRI/OCI, LLPs, FVCI, Investment Vehicles
and DRs under Schedule 1, 2, 3, 6, 7, 8, 9, 10 and 11 of FEMA (Transfer or Issue of Security by Persons Resident outside India)
Regulations, 2017 as amended from time to time. Any equity holding by a person resident outside India resulting from conversion
of any debt instrument under any arrangement shall be reckoned as foreign investment under the composite cap.
Portfolio Investment upto aggregate foreign investment level of 49% or sectoral /statutory cap, whichever is lower, will not be
subject to either Government approval or compliance of sectoral conditions, if such investment does not result in transfer of
ownership and/or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign investments will
be subject to conditions of Government approval and compliance of sectoral conditions as per FDI Policy. The total foreign
investment, direct and indirect, in the issuing entity will not exceed the sectoral /statutory cap.
Investment by FPIs under Portfolio Investment Scheme (PIS)
With regards to purchase/sale of capital instruments of an Indian company by an FPI under PIS the total holding by each FPI or
an investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or less than 10% of the paid-up value of each series of debentures or preference shares or share warrants issued by
an Indian company and the total holdings of all FPIs put together shall not exceed 24% of paid-up equity capital on fully diluted
basis or paid-up value of each series of debentures or preference shares or share warrants. The said limit of 10% and 24% will be
264
called the individual and aggregate limit, respectively. However, this limit of 24 % may be increased up to sectoral cap/statutory
ceiling, as applicable, by the Indian company concerned by passing a resolution by its Board of Directors followed by passing of
a special resolution to that effect by its general body.
Investment by NRI or OCI on repatriation basis:
The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an Indian company (hereinafter
referred to as "Capital Instruments") of a listed Indian company on a recognized stock exchange in India by Non- Resident Indian
(NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain conditions under Schedule 3 of the
FEMA (Transfer or Issue of security by a person resident outside India) Regulations, 2017 as amended from time to time. The
total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or should
not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian company
and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted
basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrants; 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.
Investment by NRI or OCI on non-repatriation basis
As per current FDI Policy 2020, schedule 4 of FEMA (Transfer or Issue of Security by Persons Resident outside India) Regulations
– Purchase/ sale of Capital Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or OCI on
non- repatriation basis – will be deemed to be domestic investment at par with the investment made by residents. This is further
subject to remittance channel restrictions.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("US
Securities Act") or any other state securities laws in the United States of America and may not be sold or offered within
the United States of America, or to, or for the account or benefit of "US Persons" as defined in Regulation S of the U.S.
Securities Act, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of US
Securities Act and applicable state securities laws.
Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore
transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction where
those offers and sale occur.
may not be offered or sold, and Application may not be made by persons in any such jurisdiction, except in compliance with the
The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus.
Applicants are advised to make their independent investigations and ensure that the Applications are not in violation of laws or
regulations applicable to them and do not exceed the applicable limits under the laws and regulations.
265
SECTION XIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Pursuant to Schedule I of the Companies Act, and the SEBI ICDR Regulations, the Main provisions of the Articles of Association
relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and Transmission of equity shares or debentures, their
consolidation or splitting are as provided below. Each provision below is numbered as per the corresponding article number in the
articles of association and defined terms herein have the meaning given to them in the Articles of Association.
Sr. No Particulars
1. No regulation contained in Table “F” in the First Schedule to Companies Act, 2013 shall Table F Applicable.
apply to this Company but the regulations for the Management of the Company and for
the observance of the Members thereof and their representatives shall be as set out in the
relevant provisions of the Companies Act, 2013 and subject to any exercise of the statutory
powers of the Company with reference to the repeal or alteration of or addition to its
regulations by Special Resolution as prescribed by the said Companies Act, 2013 be such
as are contained in these Articles unless the same are repugnant or contrary to the
provisions of the Companies Act, 2013 or any amendment thereto.
Interpretation Clause
2. In the interpretation of these Articles the following expressions shall have the following
meanings unless repugnant to the subject or context:
(a) "The Act" means the Companies Act, 2013 and includes any statutory modification Act
or re-enactment thereof for the time being in force.
(b) “These Articles" means Articles of Association for the time being in force or as may Articles
be altered from time to time vide Special Resolution.
(c) “Auditors" means and includes those persons appointed as such for the time being Auditors
of the Company.
(d) "Capital" means the share capital for the time being raised or authorized to be raised Capital
for the purpose of the Company.
(e) *“The Company” shall mean ARISTO BIO-TECH AND LIFESCIENCE
LIMITED
(f) “Executor” or “Administrator” means a person who has obtained a probate or letter Executor
of administration, as the case may be from a Court of competent jurisdiction and or Administrator
shall include a holder of a Succession Certificate authorizing the holder thereof to
negotiate or transfer the Share or Shares of the deceased Member and shall also
include the holder of a Certificate granted by the Administrator General under
section 31 of the Administrator General Act, 1963.
(g) "Legal Representative" means a person who in law represents the estate of a Legal Representative
deceased Member.
(h) Words importing the masculine gender also include the feminine gender. Gender
(i) "In Writing" and “Written" includes printing lithography and other modes of In Writing and
representing or reproducing words in a visible form. Written
(j) The marginal notes hereto shall not affect the construction thereof. Marginal notes
(k) “Meeting” or “General Meeting” means a meeting of members. Meeting or General
Meeting
(l) "Month" means a calendar month. Month
(m) "Annual General Meeting" means a General Meeting of the Members held in Annual General
accordance with the provision of section 96 of the Act. Meeting
(n) "Extra-Ordinary General Meeting" means an Extraordinary General Meeting of the Extra-Ordinary
Members duly called and constituted and any adjourned holding thereof. General Meeting
(o) “National Holiday” means and includes a day declared as National Holiday by the National Holiday
Central Government.
(p) “Non-retiring Directors” means a director not subject to retirement by rotation. Non-retiring
Directors
(q) "Office” means the registered Office for the time being of the Company. Office
(r) “Ordinary Resolution” and “Special Resolution” shall have the meanings assigned Ordinary and Special
thereto by Section 114 of the Act. Resolution
(s) “Person" shall be deemed to include corporations and firms as well as individuals. Person
(t) “Proxy” means an instrument whereby any person is authorized to vote for a member Proxy
at General Meeting or Poll and includes attorney duly constituted under the power
of attorney.
266
Sr. No Particulars
(u) “The Register of Members” means the Register of Members to be kept pursuant to Register of Members
Section 88(1) (a) of the Act.
(v) "Seal" means the common seal for the time being of the Company. Seal
(w) Words importing the Singular number include where the context admits or requires Singular number
the plural number and vice versa.
(x) “The Statutes” means the Companies Act, 2013and every other Act for the time Statutes
being in force affecting the Company.
(y) “These presents” means the Memorandum of Association and the Articles of These presents
Association as originally framed or as altered from time to time.
(z) “Variation” shall include abrogation; and “vary” shall include abrogate. Variation
(aa) “Year” means the calendar year and “Financial Year” shall have the meaning Year and Financial
assigned thereto by Section 2(41) of the Act. Year
Save as aforesaid any words and expressions contained in these Articles shall bear the Expressions in the Act
same meanings as in the Act or any statutory modifications thereof for the time being in to bear the same
force. meaning in Articles
CAPITAL
3. The Authorized Share Capital of the Company shall be such amount as may be mentioned Authorized Capital.
in Clause V of Memorandum of Association of the Company from time to time.
4. The Company may in General Meeting from time to time by Ordinary Resolution increase Increase of capital by
its capital by creation of new Shares which may be unclassified and may be classified at the Company how
the time of issue in one or more classes and of such amount or amounts as may be deemed carried into effect
expedient. The new Shares shall be issued upon such terms and conditions and with such
rights and privileges annexed thereto as the resolution shall prescribe and in particular,
such Shares may be issued with a preferential or qualified right to dividends and in the
distribution of assets of the Company and with a right of voting at General Meeting of the
Company in conformity with Section 47 of the Act. Whenever the capital of the Company
has been increased under the provisions of this Article the Directors shall comply with the
provisions of Section 64of the Act.
5. Except so far as otherwise provided by the conditions of issue or by these Presents, any New Capital same as
capital raised by the creation of new Shares shall be considered as part of the existing existing capital
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.
6. The Board shall have the power to issue a part of authorized capital by way of non-voting Non-Voting Shares
Shares at price(s) premia, dividends, eligibility, volume, quantum, proportion and other
terms and conditions as they deem fit, subject however to provisions of law, rules,
regulations, notifications and enforceable guidelines for the time being in force.
7. Subject to the provisions of the Act and these Articles, the Board of Directors may issue Redeemable
redeemable preference shares to such persons, on such terms and conditions and at such Preference Shares
times as Directors think fit either at premium or at par, and with full power to give any
person the option to call for or be allotted shares of the company either at premium or at
par, such option being exercisable at such times and for such consideration as the Board
thinks fit.
8. The holder of Preference Shares shall have a right to vote only on Resolutions, which Voting rights of
directly affect the rights attached to his Preference Shares. preference shares
9. On the issue of redeemable preference shares under the provisions of Article 7 hereof , the Provisions to apply on
following provisions-shall take effect: issue of Redeemable
(a) No such Shares shall be redeemed except out of profits of which would otherwise be Preference Shares
available for dividend or out of proceeds of a fresh issue of shares made for the
purpose of the redemption;
(b) No such Shares shall be redeemed unless they are fully paid;
(c) Subject to section 55(2)(d)(i) the premium, if any payable on redemption shall have
been provided for out of the profits of the Company or out of the Company's security
premium account, before the Shares are redeemed;
(d) Where any such Shares are redeemed otherwise then out of the proceeds of a fresh
issue, there shall out of profits which would otherwise have been available for
dividend, be transferred to a reserve fund, to be called "the Capital Redemption
Reserve Account", a sum equal to the nominal amount of the Shares redeemed, and
the provisions of the Act relating to the reduction of the share capital of the Company
267
Sr. No Particulars
shall, except as provided in Section 55of the Act apply as if the Capital Redemption
Reserve Account were paid-up share capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption of preference
shares hereunder may be effected in accordance with the terms and conditions of
their issue and in the absence of any specific terms and conditions in that behalf, in
such manner as the Directors may think fit. The reduction of Preference Shares under
the provisions by the Company shall not be taken as reducing the amount of its
10. The Company may (subject to the provisions of sections 52, 55, 66, both inclusive, and Reduction of capital
other applicable provisions, if any, of the Act) from time to time by Special Resolution
reduce
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account
In any manner for the time being, authorized by law and in particular capital may be paid
off on the footing that it may be called up again or otherwise. This Article is not to derogate
from any power the Company would have, if it were omitted.
11. Any debentures, debenture-stock or other securities may be issued at a discount, premium Debentures
or otherwise and may be issued on condition that they shall be convertible into shares of
any denomination and with any privileges and conditions as to redemption, surrender,
drawing, allotment of shares, attending (but not voting) at the General Meeting,
appointment of Directors and otherwise. Debentures with the right to conversion into or
allotment of shares shall be issued only with the consent of the Company in the General
Meeting by a Special Resolution.
12. The Company may exercise the powers of issuing sweat equity shares conferred by Section Issue of Sweat Equity
54 of the Act of a class of shares already issued subject to such conditions as may be Shares
specified in that sections and rules framed thereunder.
13. The Company may issue shares to Employees including its Directors other than ESOP
independent directors and such other persons as the rules may allow, under Employee
Stock Option Scheme (ESOP) or any other scheme, if authorized by a Special Resolution
of the Company in general meeting subject to the provisions of the Act, the Rules and
applicable guidelines made there under, by whatever name called.
14. Notwithstanding anything contained in these articles but subject to the provisions of Buy Back of shares
sections 68 to 70 and any other applicable provision of the Act or any other law for the
time being in force, the company may purchase its own shares or other specified securities.
15. Subject to the provisions of Section 61 of the Act, the Company in general meeting may, Consolidation, Sub-
from time to time, sub-divide or consolidate all or any of the share capital into shares of Division And
larger amount than its existing share or sub-divide its shares, or any of them into shares of Cancellation
smaller amount than is fixed by the Memorandum; subject nevertheless, to the provisions
of clause (d) of sub-section (1) of Section 61; Subject as aforesaid the Company in general
meeting may also cancel shares which 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.
16. Subject to compliance with applicable provision of the Act and rules framed thereunder Issue of Depository
the company shall have power to issue depository receipts in any foreign country. Receipts
17. Subject to compliance with applicable provision of the Act and rules framed thereunder Issue of Securities
the company shall have power to issue any kind of securities as permitted to be issued
under the Act and rules framed thereunder.
MODIFICATION OF CLASS RIGHTS
18. (a) If at any time the share capital, by reason of the issue of Preference Shares or otherwise Modification of rights
is divided into different classes of shares, all or any of the rights privileges attached to any
class (unless otherwise provided by the terms of issue of the shares of the class) may,
subject to the provisions of Section 48 of the Act and whether or not the Company is being
wound-up, be varied, modified or dealt, with the consent in writing of the holders of not
less than three-fourths of the issued shares of that class or with the sanction of a Special
Resolution passed at a separate general meeting of the holders of the shares of that class.
The provisions of these Articles relating to general meetings shall mutatis mutandis apply
to every such separate class of meeting.
268
Sr. No Particulars
Provided that if variation by one class of shareholders affects the rights of any other class
of shareholders, the consent of three-fourths of such other class of shareholders shall also
be obtained and the provisions of this section shall apply to such variation.
(b) The rights conferred upon the holders of the Shares including Preference Share, if any) New Issue of Shares
of any class issued with preferred or other rights or privileges shall, unless otherwise not to affect rights
expressly provided by the terms of the issue of shares of that class, be deemed not to be attached to existing
modified, commuted, affected, abrogated, dealt with or varied by the creation or issue of shares of that class.
further shares ranking pari passu therewith.
19. Subject to the provisions of Section 62 of the Act and these Articles, the shares in the Shares at the disposal
capital of the company for the time being shall be under the control of the Directors who of the Directors.
may issue, allot or otherwise dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a premium or at par and at such
time as they may from time to time think fit and with the sanction of the company in the
General Meeting to give to any person or persons the option or right to call for any shares
either at par or premium during such time and for such consideration as the Directors think
fit, and may issue and allot shares in the capital of the company on payment in full or part
of any property sold and transferred or for any services rendered to the company in the
conduct of its business and any shares which may so be allotted may be issued as fully
paid up shares and if so issued, shall be deemed to be fully paid shares.
20. The Company may issue shares or other securities in any manner whatsoever including by Power to issue shares
way of a preferential offer, to any persons whether or not those persons include the persons on preferential basis.
referred to in clause (a) or clause (b) of sub-section (1) of section 62 subject to compliance
with section 42 and 62 of the Act and rules framed thereunder.
21. The shares in the capital shall be numbered progressively according to their several Shares should be
denominations, and except in the manner hereinbefore mentioned no share shall be sub- Numbered
divided. Every forfeited or surrendered share shall continue to bear the number by which progressively and no
the same was originally distinguished. share to be
subdivided.
22. An application signed by or on behalf of an applicant for shares in the Company, followed Acceptance of Shares.
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 shall for the purposes of these Articles, be a Member.
23. Subject to the provisions of the Act and these Articles, the Directors may allot and issue Directors may allot
shares in the Capital of the Company as payment or part payment for any property shares as full paid-up
(including goodwill of any business) sold or transferred, goods or machinery supplied or
for services rendered to the Company either in or about the formation or promotion of the
Company or the conduct of its business and any shares which may be so allotted may be
issued as fully paid-up or partly paid-up otherwise than in cash, and if so issued, shall be
deemed to be fully paid-up or partly paid-up shares as aforesaid.
24. The money (if any) which the Board shall on the allotment of any shares being made by Deposit and call etc.to
them, require or direct to be paid by way of deposit, call or otherwise, in respect of any be a debt payable
shares allotted by them shall become a debt due to and recoverable by the Company from immediately.
the allottee thereof, and shall be paid by him, accordingly.
25. Every Member, or his heirs, executors, administrators, or legal representatives, shall pay Liability of Members.
to the Company the portion of the Capital represented by his share or shares which may,
for the time being, remain unpaid thereon, in such amounts at such time or times, and in
such manner as the Board shall, from time to time in accordance with the Company’s
regulations, require on date fixed for the payment thereof.
26. Shares may be registered in the name of any limited company or other corporate body but Registration of
not in the name of a firm, an insolvent person or a person of unsound mind. Shares.
RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON

ALLOTMENT
27. The Board shall observe the restrictions as regards allotment of shares to the public, and
as regards return on allotments contained in Sections 39 of the Act
CERTIFICATES
28. (a) Every member shall be entitled, without payment, to one or more certificates in Share Certificates.
marketable lots, for all the shares of each class or denomination registered in his
269
Sr. No Particulars
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 persons acting on behalf of the Directors under a
duly registered power of attorney and the Secretary or some other person appointed
by the Board for the purpose and two Directors or their attorneys and the Secretary
or other person 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.
(b) 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 owners 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.
(c) 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.
29. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on Issue of new
the back thereof for endorsement of transfer, then upon production and surrender thereof certificates in place of
to the Company, a new Certificate may be issued in lieu thereof, and if any certificate lost those defaced, lost or
or destroyed then upon proof thereof to the satisfaction of the company and on execution destroyed.
of such indemnity as the company deem adequate, being given, a new Certificate in lieu
thereof shall be given to the party entitled to such lost or destroyed 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.50/- for each certificate) as the
Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates
in replacement of those which are old, defaced or worn out or where there is no further
space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such
Rules or Regulation or requirements of any Stock Exchange or the Rules made under the
Act or the rules made under Securities Contracts (Regulation) Act, 1956, or any other Act,
or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
30. (a) If any share stands in the names of two or more persons, the person first named in the The first named joint
Register shall as regard receipts of dividends or bonus or service of notices and all or any holder deemed Sole
other matter connected with the Company except voting at meetings, and the transfer of holder.
the shares, be deemed sole holder thereof but the joint-holders of a share shall be severally
as well as jointly liable for the payment of all calls and other payments due in respect of
such share and for all incidentals thereof according to the Company’s regulations.
270
Sr. No Particulars
(b) The Company shall not be bound to register more than three persons as the joint holders Maximum number of
of any share. joint holders.
31. Except as ordered by a Court of competent jurisdiction or as by law required, the Company Company not bound
shall not be bound to recognise any equitable, contingent, future or partial interest in any to recognise any
share, or (except only as is by these Articles otherwise expressly provided) any right in interest in share other
respect of a share other than an absolute right thereto, in accordance with these Articles, than that of registered
in the person from time to time registered as the holder thereof but the Board shall be at holders.
liberty at its sole discretion to register any share in the joint names of any two or more
persons or the survivor or survivors of them.
32. If by the conditions of allotment of any share the whole or part of the amount or issue price Installment on shares
thereof shall be payable by installment, every such installment shall when due be paid to to be duly paid.
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.
UNDERWRITING AND BROKERAGE
33. Subject to the provisions of Section 40 (6) of the Act, the Company may at any time pay Commission
a commission to any person in consideration of his subscribing or agreeing, to subscribe
(whether absolutely or conditionally) for any shares or debentures in the Company, or
procuring, or agreeing to procure subscriptions (whether absolutely or conditionally) for
any shares or debentures in the Company but so that the commission shall not exceed the
maximum rates laid down by the Act and the rules made in that regard. Such commission
may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly
in one way and partly in the other.
34. The Company may pay on any issue of shares and debentures such brokerage as may be Brokerage
reasonable and lawful.
CALLS
35. (1) The Board may, from time to time, subject to the terms on which any shares may have Directors may make
been issued and subject to the conditions of allotment, by a resolution passed at a calls
meeting of the Board and not by a circular resolution, make such calls as it thinks fit,
upon the Members in respect of all the moneys unpaid on the shares held by them
respectively and each Member shall pay the amount of every call so made on him to
the persons and at the time and places appointed by the Board.
(2) A call may be revoked or postponed at the discretion of the Board.
(3) A call may be made payable by installments.
36. Fifteen days’ notice in writing of any call shall be given by the Company specifying the Notice of Calls
time and place of payment, and the person or persons to whom such call shall be paid.
37. A call shall be deemed to have been made at the time when the resolution of the Board of Calls to date from
Directors authorising such call was passed and may be made payable by the members resolution.
whose names appear on the Register of Members on such date or at the discretion of the
Directors on such subsequent date as may be fixed by Directors.
38. Whenever any calls for further share capital are made on shares, such calls shall be made Calls on uniform
on uniform basis on all shares falling under the same class. For the purposes of this Article basis.
shares of the same nominal value of which different amounts have been paid up shall not
be deemed to fall under the same class.
39. The Board may, from time to time, at its discretion, extend the time fixed for the payment Directors may extend
of any call and may extend such time as to all or any of the members who on account of time.
the residence at a distance or other cause, which the Board may deem fairly entitled to
such extension, but no member shall be entitled to such extension save as a matter of grace
and favour.
40. If any Member fails to pay any call due from him on the day appointed for payment thereof, Calls to carry interest.
or any such extension thereof as aforesaid, he shall be liable to pay interest on the same
from the day appointed for the payment thereof to the time of actual payment at such rate
as shall from time to time be fixed by the Board not exceeding 21% per annum but nothing
in this Article shall render it obligatory for the Board to demand or recover any interest
from any such member.
41. If by the terms of issue of any share or otherwise any amount is made payable at any fixed Sums deemed to be
time or by installments at fixed time (whether on account of the amount of the share or by calls.
way of premium) every such amount or installment shall be payable as if it were a call
duly made by the Directors and of which due notice has been given and all the provisions
herein contained in respect of calls shall apply to such amount or installment accordingly.
271
Sr. No Particulars
42. On the trial or hearing of any action or suit brought by the Company against any Member Proof on trial of suit
or his representatives for the recovery of any money claimed to be due to the Company in for money due on
respect of his shares, if shall be sufficient to prove that the name of the Member in respect shares.
of whose shares the money is sought to be recovered, appears entered on the Register of
Members as the holder, at or subsequent to the date at which the money is sought to be
recovered is alleged to have become due on the share in respect of which such money is
sought to be recovered in the Minute Books: and that notice of such call was duly given to
the Member or his representatives used in pursuance of these Articles: and that it shall not
be necessary to prove the appointment of the Directors who made such call, nor that a
quorum of Directors was present at the Board at which any call was made was duly
convened or constituted nor any other matters whatsoever, but the proof of the matters
aforesaid shall be conclusive evidence of the debt.
43. Neither a judgment nor a decree in favour of the Company for calls or other moneys due Judgment, decree,
in respect of any shares nor any part payment or satisfaction thereunder nor the receipt by partial payment motto
the Company of a portion of any money which shall from time to time be due from any proceed for forfeiture.
Member of the Company in respect of his shares, either by way of principal or interest,
nor any indulgence granted by the Company in respect of the payment of any such money,
shall preclude the Company from thereafter proceeding to enforce forfeiture of such shares
as hereinafter provided.
44. (a) The Board may, if it thinks fit, receive from any Member willing to advance the Payments in
same, all or any part of the amounts of his respective shares beyond the sums, Anticipation of calls
actually called up and upon the moneys so paid in advance, or upon so much thereof, may carry interest
from time to time, and at any time thereafter as exceeds the amount of the calls then
made upon and due in respect of the shares on account of which such advances are
made the Board may pay or allow interest, at such rate as the member paying the
sum in advance and the Board agree upon. The Board may agree to repay at any time
any amount so advanced or may at any time repay the same upon giving to the
Member three months’ notice in writing: provided that moneys paid in advance of
calls on shares may carry interest but shall not confer a right to dividend or to
participate in profits.
(b) No Member paying any such sum in advance shall be entitled to voting rights in
respect of the moneys so paid by him until the same would but for such payment
become presently payable. The provisions of this Article shall mutatis mutandis
apply to calls on debentures issued by the Company.
LIEN
45. The Company shall have a first and paramount lien upon all the shares/debentures (other Company to have
than fully paid-up shares/debentures) registered in the name of each member (whether Lien on shares.
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 such
shares/debentures and no equitable interest in any share shall be created except upon the
footing and condition that this Article will have full effect. And such lien shall extend to
all dividends and bonuses from time to time declared in respect of such shares/debentures.
Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as
a waiver of the Company’s lien if any, on such shares/debentures. The Directors may at
any time declare any shares/debentures wholly or in part to be exempt from the provisions
of this clause.
46. For the purpose of enforcing such lien the Directors may sell the shares subject thereto in As to enforcing lien
such manner as they shall think fit, but no sale shall be made until such period as aforesaid by sale.
shall have arrived and until notice in writing of the intention to sell shall have been served
on such member or the person (if any) entitled by transmission to the shares and default
shall have been made by him in payment, fulfillment of discharge of such debts, liabilities
or engagements for seven days after such notice. To give effect to any such sale the Board
may authorise some person to transfer the shares sold to the purchaser thereof and
purchaser shall be registered as the holder of the shares comprised in any such transfer.
Upon any such sale as the Certificates in respect of the shares sold shall stand cancelled
and become null and void and of no effect, and the Directors shall be entitled to issue a
new Certificate or Certificates in lieu thereof to the purchaser or purchasers concerned.
272
Sr. No Particulars
47. The net proceeds of any such sale shall be received by the Company and applied in or Application of
towards payment of such part of the amount in respect of which the lien exists as is proceeds of sale.
presently payable and the residue, if any, shall (subject to 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.
FORFEITURE AND SURRENDER OF SHARES
48. If any Member fails to pay the whole or any part of any call or installment or any moneys If call or installment
due in respect of any shares either by way of principal or interest on or before the day not paid, notice may
appointed for the payment of the same, the Directors may, at any time thereafter, during be given.
such time as the call or installment or any part thereof or other moneys as aforesaid remains
unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part,
serve a notice on such Member or on the person (if any) entitled to the shares by
transmission, requiring him to pay such call or installment of such part thereof or other
moneys as remain unpaid together with any interest that may have accrued and all
reasonable expenses (legal or otherwise) that may have been accrued by the Company by
reason of such non-payment. Provided that no such shares shall be forfeited if any moneys
shall remain unpaid in respect of any call or installment or any part thereof as aforesaid by
reason of the delay occasioned in payment due to the necessity of complying with the
provisions contained in the relevant exchange control laws or other applicable laws of
India, for the time being in force.
49. The notice shall name a day (not being less than fourteen days from the date of notice) and Terms of notice.
a place or places on and at which such call or installment and such interest thereon as the
Directors shall determine from the day on which such call or installment ought to have
been paid and expenses as aforesaid are to be paid.
The notice shall also state that, in the event of the non-payment at or before the time and
at the place or places appointed, the shares in respect of which the call was made or
installment is payable will be liable to be forfeited.
50. If the requirements of any such notice as aforesaid shall not be complied with, every or On default of
any share in respect of which such notice has been given, may at any time thereafter but payment, shares to be
before payment of all calls or installments, interest and expenses, due in respect thereof, forfeited.
be forfeited by resolution of the Board to that effect. Such forfeiture shall include all
dividends declared or any other moneys payable in respect of the forfeited share and not
actually paid before the forfeiture.
51. When any shares have been forfeited, notice of the forfeiture shall be given to the member Notice of forfeiture to
in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, a Member
with the date thereof shall forthwith be made in the Register of Members.
52. Any shares so forfeited, shall be deemed to be the property of the Company and may be Forfeited shares to be
sold, re-allotted, or otherwise disposed of, either to the original holder thereof or to any property of the
other person, upon such terms and in such manner as the Board in their absolute discretion Company and may be
shall think fit. sold etc.
53. Any Member whose shares have been forfeited shall notwithstanding the forfeiture, be Members still liable to
liable to pay and shall forthwith pay to the Company, on demand all calls, installments, pay money owing at
interest and expenses owing upon or in respect of such shares at the time of the forfeiture, time of forfeiture and
together with interest thereon from the time of the forfeiture until payment, at such rate as interest.
the Board may determine and the Board may enforce the payment of the whole or a portion
thereof as if it were a new call made at the date of the forfeiture, but shall not be under any
obligation to do so.
54. The forfeiture shares shall involve extinction at the time of the forfeiture, of all interest in Effect of forfeiture.
all claims and demand 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 are expressly
saved.
55. A declaration in writing that the declarant is a Director or Secretary of the Company and Evidence of
that shares in the Company have been duly forfeited in accordance with these articles on Forfeiture.
a date stated in the declaration, shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the shares.
56. The Company may receive the consideration, if any, given for the share on any sale, re- Title of purchaser and
allotment or other disposition thereof and the person to whom such share is sold, re-allotted allottee of Forfeited
or disposed of may be registered as the holder of the share and he shall not be bound to shares.
see to the application of the consideration: if any, nor shall his title to the share be affected
273
Sr. No Particulars
by any irregularly or invalidity in the proceedings in reference to the forfeiture, sale, re-
allotment or other disposal of the shares.
57. Upon any sale, re-allotment or other disposal under the provisions of the preceding Article, Cancellation of share
the certificate or certificates originally issued in respect of the relative shares shall (unless certificate in respect
the same shall on demand by the Company have been previously surrendered to it by the of forfeited shares.
defaulting member) stand cancelled and become null and void and of no effect, and the
Directors shall be entitled to issue a duplicate certificate or certificates in respect of the
said shares to the person or persons entitled thereto.
58. In the meantime and until any share so forfeited shall be sold, re-allotted, or otherwise Forfeiture may be
dealt with as aforesaid, the forfeiture thereof may, at the discretion and by a resolution of remitted.
the Directors, be remitted as a matter of grace and favour, and not as was owing thereon
to the Company at the time of forfeiture being declared with interest for the same unto the
time of the actual payment thereof if the Directors shall think fit to receive the same, or on
any other terms which the Director may deem reasonable.
59. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers Validity of sale
hereinbefore given, the Board may appoint some person to execute an instrument of
transfer of the Shares sold and cause the purchaser's name to be entered in the Register of
Members in respect of the Shares sold, and the purchasers shall not be bound to see to the
regularity of the proceedings or to the application of the purchase money, and after his
name has been entered in the Register of Members in respect of such Shares, the validity
of the sale shall not be impeached by any person and the remedy of any person aggrieved
by the sale shall be in damages only and against the Company exclusively.
60. The Directors may, subject to the provisions of the Act, accept a surrender of any share Surrender of shares.
from or by any Member desirous of surrendering on such terms the Directors may think
fit.
TRANSFER AND TRANSMISSION OF SHARES
61. (a) The instrument of transfer of any share in or debenture of the Company shall be Execution of the
executed by or on behalf of both the transferor and transferee. instrument of shares.
(b) The transferor shall be deemed to remain a holder of the share or debenture until the
name of the transferee is entered in the Register of Members or Register of
Debenture holders in respect thereof.
62. The instrument of transfer of any share or debenture shall be in writing and all the Transfer Form.
provisions of Section 56 and statutory modification thereof including other applicable
provisions of the Act shall be duly complied with in respect of all transfers of shares or
debenture and registration thereof.
The instrument of transfer shall be in a common form approved by the Exchange;
63. The Company shall not register a transfer in the Company other than the transfer between Transfer not to be
persons both of whose names are entered as holders of beneficial interest in the records of registered except on
a depository, unless a proper instrument of transfer duly stamped and executed by or on production of
behalf of the transferor and by or on behalf of the transferee and specifying the name, instrument of transfer.
address and occupation if any, of the transferee, has been delivered to the Company along
with the certificate relating to the shares or if no such share certificate is in existence along
with the letter of allotment of the shares: Provided that where, on an application in writing
made to the Company by the transferee and bearing the stamp, required for an instrument
of transfer, it is proved to the satisfaction of the Board of Directors that the instrument of
transfer signed by or on behalf of the transferor and by or on behalf of the transferee has
been lost, the Company may register the transfer on such terms as to indemnity as the
Board may think fit, provided further that nothing in this Article shall prejudice any power
of the Company to register as shareholder any person to whom the right to any shares in
the Company has been transmitted by operation of law.
64. Subject to the provisions of Section 58 of the Act and Section 22A of the Securities Directors may refuse
Contracts (Regulation) Act, 1956, the Directors may, decline to register— to register transfer.
(a) any transfer of shares on which the company has a lien.
That registration of transfer shall however not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the Company
on any account whatsoever;
65. If the Company refuses to register the transfer of any share or transmission of any right Notice of refusal to be
therein, the Company shall within one month from the date on which the instrument of given to transferor
transfer or intimation of transmission was lodged with the Company, send notice of refusal and transferee.
274
Sr. No Particulars
to the transferee and transferor or to the person giving intimation of the transmission, as
the case may be, and there upon the provisions of Section 56 of the Act or any statutory
modification thereof for the time being in force shall apply.
66. No fee shall be charged for registration of transfer, transmission, Probate, Succession No fee on transfer.
Certificate and letter of administration, Certificate of Death or Marriage, Power of
Attorney or similar other document with the Company.
67. The Board of Directors shall have power on giving not less than seven days pervious notice Closure of Register of
in accordance with section 91 and rules made thereunder close the Register of Members Members or
and/or the Register of debentures holders and/or other security holders at such time or debentureholder or
times and for such period or periods, not exceeding thirty days at a time, and not exceeding other security
in the aggregate forty five days at a time, and not exceeding in the aggregate forty five holders..
days in each year as it may seem expedient to the Board.
68. The instrument of transfer shall after registration be retained by the Company and shall Custody of transfer
remain in its custody. All instruments of transfer which the Directors may decline to Deeds.
register shall on demand be returned to the persons depositing the same. The Directors
may cause to be destroyed all the transfer deeds with the Company after such period as
they may determine.
69. Where an application of transfer relates to partly paid shares, the transfer shall not be Application for
registered unless the Company gives notice of the application to the transferee and the transfer of partly paid
transferee makes no objection to the transfer within two weeks from the receipt of the shares.
notice.
70. For this purpose the notice to the transferee shall be deemed to have been duly given if it Notice to transferee.
is dispatched by prepaid registered post/speed post/ courier to the transferee at the address
given in the instrument of transfer and shall be deemed to have been duly delivered at the
time at which it would have been delivered in the ordinary course of post.
71. (a) On the death of a Member, the survivor or survivors, where the Member was a joint Recognition of legal
holder, and his nominee or nominees or legal representatives where he was a sole representative.
holder, shall be the only person recognized by the Company as having any title to
his interest in the shares.
(b) Before recognising any executor or administrator or legal representative, the Board
may require him to obtain a Grant of Probate or Letters Administration or other legal
representation as the case may be, from some competent court in India.
Provided nevertheless that in any case where the Board in its absolute discretion
thinks fit, it shall be lawful for the Board to dispense with the production of Probate
or letter of Administration or such other legal representation upon such terms as to
indemnity or otherwise, as the Board in its absolute discretion, may consider
adequate
(c) Nothing in clause (a) above shall release the estate of the deceased joint holder from
any liability in respect of any share which had been jointly held by him with other
persons.
72. The Executors or Administrators of a deceased Member or holders of a Succession Titles of Shares of
Certificate or the Legal Representatives in respect of the Shares of a deceased Member deceased Member
(not being one of two or more joint holders) shall be the only persons recognized by the
Company as having any title to the Shares registered in the name of such Members, and
the Company shall not be bound to recognize such Executors or Administrators or holders
of Succession Certificate or the Legal Representative unless such Executors or
Administrators or Legal Representative shall have first obtained Probate or Letters of
Administration or Succession Certificate as the case may be from a duly constituted Court
in the Union of India provided that in any case where the Board of Directors in its absolute
discretion thinks fit, the Board upon such terms as to indemnity or otherwise as the
Directors may deem proper dispense with production of Probate or Letters of
Administration or Succession Certificate and register Shares standing in the name of a
deceased Member, as a Member. However, provisions of this Article are subject to
Sections 72of the Companies Act.
73. Where, in case of partly paid Shares, an application for registration is made by the Notice of application
transferor, the Company shall give notice of the application to the transferee in accordance when to be given
with the provisions of Section 56 of the Act.
74. Subject to the provisions of the Act and these Articles, any person becoming entitled to Registration of
any share in consequence of the death, lunacy, bankruptcy, insolvency of any member or persons entitled to
275
Sr. No Particulars
by any lawful means other than by a transfer in accordance with these presents, may, with share otherwise than
the consent of the Directors (which they shall not be under any obligation to give) upon by transfer.
producing such evidence that he sustains the character in respect of which he proposes to (transmission clause).
act under this Article or of this title as the Director shall require either be registered as
member in respect of such shares or elect to have some person nominated by him and
approved by the Directors registered as Member in respect of such shares; provided
nevertheless that if such person shall elect to have his nominee registered he shall testify
his election by executing in favour of his nominee an instrument of transfer in accordance
so he shall not be freed from any liability in respect of such shares. This clause is
hereinafter referred to as the ‘Transmission Clause’.
75. Subject to the provisions of the Act and these Articles, the Directors shall have the same Refusal to register
right to refuse or suspend register a person entitled by the transmission to any shares or his nominee.
nominee as if he were the transferee named in an ordinary transfer presented for
registration.
76. Every transmission of a share shall be verified in such manner as the Directors may require Board may require
and the Company may refuse to register any such transmission until the same be so verified evidence of
or until or unless an indemnity be given to the Company with regard to such registration transmission.
which the Directors at their discretion shall consider sufficient, provided nevertheless that
there shall not be any obligation on the Company or the Directors to accept any indemnity.
77. The Company shall incur no liability or responsibility whatsoever in consequence of its Company not liable
registering or giving effect to any transfer of shares made, or purporting to be made by any for disregard of a
apparent legal owner thereof (as shown or appearing in the Register or Members) to the notice prohibiting
prejudice of persons having or claiming any equitable right, title or interest to or in the registration of
same shares notwithstanding that the Company may have had notice of such equitable transfer.
right, title or interest or notice prohibiting registration of such transfer, and may have
entered such notice or referred thereto in any book of the Company and the Company shall
not be bound or require to regard or attend or give effect to any notice which may be given
to them of any equitable right, title or interest, or be under any liability whatsoever for
refusing or neglecting so to do though it may have been entered or referred to in some
book of the Company but the Company shall nevertheless be at liberty to regard and attend
to any such notice and give effect thereto, if the Directors shall so think fit.
78. In the case of any share registered in any register maintained outside India the instrument Form of transfer
of transfer shall be in a form recognized by the law of the place where the register is Outside India.
maintained but subject thereto shall be as near to the form prescribed in Form no. SH-4
hereof as circumstances permit.
79. No transfer shall be made to any minor, insolvent or person of unsound mind. No transfer to
insolvent etc.
NOMINATION
80. i) Notwithstanding anything contained in the articles, every holder of securities of the Nomination
Company may, at any time, nominate a person in whom his/her securities shall vest
in the event of his/her death and the provisions of Section 72 of the Companies Act,
2013shall apply in respect of such nomination.
ii) No person shall be recognized by the Company as a nominee unless an intimation of
the appointment of the said person as nominee has been given to the Company during
the lifetime of the holder(s) of the securities of the Company in the manner specified
under Section 72of the Companies Act, 2013 read with Rule 19 of the Companies
(Share Capital and Debentures) Rules, 2014
iii) The Company shall not be in any way responsible for transferring the securities
consequent upon such nomination.
iv) lf the holder(s) of the securities survive(s) nominee, then the nomination made by
the holder(s) shall be of no effect and shall automatically stand revoked.
81. A nominee, upon production of such evidence as may be required by the Board and subject Transmission of
as hereinafter provided, elect, either- Securities by nominee
(i) to be registered himself as holder of the security, as the case may be; or
(ii) to make such transfer of the security, as the case may be, as the deceased security
holder, could have made;
(iii) if the nominee elects to be registered as holder of the security, himself, as the case
may be, he shall deliver or send to the Company, a notice in writing signed by him
276
Sr. No Particulars
stating that he so elects and such notice shall be accompanied with the death
certificate of the deceased security holder as the case may be;
(iv) a nominee shall be entitled to the same dividends and other advantages to which he
would be entitled to, if he were the registered holder of the security except that he
shall not, before being registered as a member in respect of his security, be entitled
in respect of it to exercise any right conferred by membership in relation to meetings
of the Company.
Provided further 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 or debenture, and if the notice
is not complied with within ninety days, the Board may thereafter withhold payment of all
dividends, bonuses or other moneys payable or rights accruing in respect of the share or
debenture, until the requirements of the notice have been complied with.
DEMATERIALISATION OF SHARES
82. Subject to the provisions of the Act and Rules made thereunder the Company may offer Dematerialisation of
its members facility to hold securities issued by it in dematerialized form. Securities
JOINT HOLDER
83. Where two or more persons are registered as the holders of any share they shall be deemed Joint Holders
to hold the same as joint Shareholders with benefits of survivorship subject to the
following and other provisions contained in these Articles.
84. (a) The Joint holders of any share shall be liable severally as well as jointly for and in Joint and several
respect of all calls and other payments which ought to be made in respect of such liabilities for all
share. payments in respect of
shares.
(b) on the death of any such joint holders the survivor or survivors shall be the only Title of survivors.
person recognized by the Company as having any title to the share but the Board
may require such evidence of death as it may deem fit and nothing herein contained
shall be taken to release the estate of a deceased joint holder from any liability of
shares held by them jointly with any other person;
(c) Any one of two or more joint holders of a share may give effectual receipts of any Receipts of one
dividends or other moneys payable in respect of share; and sufficient.
(d) only the person whose name stands first in the Register of Members as one of the Delivery of certificate
joint holders of any share shall be entitled to delivery of the certificate relating to and giving of notices
such share or to receive documents from the Company and any such document to first named holders.
served on or sent to such person shall deemed to be service on all the holders.
SHARE WARRANTS
85. The Company may issue warrants subject to and in accordance with provisions of the Act Power to issue share
and accordingly the Board may in its discretion with respect to any Share which is fully warrants
paid upon application in writing signed by the persons 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 persons signing the application and on receiving the certificate (if
any) of the Share, and the amount of the stamp duty on the warrant and such fee as the
Board may, from time to time, require, issue a share warrant.
86. (a) The bearer of a share warrant may at any time deposit the warrant at the Office of Deposit of share
the Company, and so long as the warrant remains so deposited, the depositor shall warrants
have the same right of signing a requisition for call in a meeting of the Company,
and of attending and voting and exercising the other privileges of a Member at any
meeting held after the expiry of two clear days from the time of deposit, as if his
name were inserted in the Register of Members as the holder of the Share included
in the deposit warrant.
(b) Not more than one person shall be recognized as depositor of the Share warrant.
(c) The Company shall, on two day's written notice, return the deposited share warrant
to the depositor.
87. (a) Subject as herein otherwise expressly provided, no person, being a bearer of a share Privileges and
warrant, shall sign a requisition for calling a meeting of the Company or attend or disabilities of the
vote or exercise any other privileges of a Member at a meeting of the Company, or holders of share
be entitled to receive any notice from the Company. warrant
(b) The bearer of a share warrant shall be entitled in all other respects to the same
privileges and advantages as if he were named in the Register of Members as the
277
Sr. No Particulars
holder of the Share included in the warrant, and he shall be a Member of the
Company.
88. The Board may, from time to time, make bye-laws as to terms on which (if it shall think Issue of new share
fit), a new share warrant or coupon may be issued by way of renewal in case of defacement, warrant coupons
loss or destruction.
CONVERSION OF SHARES INTO STOCK
89. The Company may, by ordinary resolution in General Meeting. Conversion of shares
a) convert any fully paid-up shares into stock; and into stock or
b) re-convert any stock into fully paid-up shares of any denomination. reconversion.
90. The holders of stock may transfer the same or any part thereof in the same manner as and Transfer of stock.
subject to the same regulation under which the shares from which the stock arose might
before the conversion have been transferred, or as near thereto as circumstances admit,
provided that, the Board may, from time to time, fix the minimum amount of stock
transferable so however that such minimum shall not exceed the nominal amount of the
shares from which the stock arose.
91. The holders of stock shall, according to the amount of stock held by them, have the same Rights of stock
rights, privileges and advantages as regards dividends, participation in profits, voting at holders.
meetings of the Company, and other matters, as if they hold the shares for which the stock
arose but no such privilege or advantage shall be conferred by an amount of stock which
would not, if existing in shares , have conferred that privilege or advantage.
92. Such of the regulations of the Company (other than those relating to share warrants), as Regulations.
are applicable to paid up share shall apply to stock and the words “share” and
“shareholders” in those regulations shall include “stock” and “stockholders” respectively.
BORROWING POWERS
93. Subject to the provisions of the Act and these Articles, the Board may, from time to time Power to borrow.
at its discretion, by a resolution passed at a meeting of the Board generally raise or borrow
money by way of deposits, loans, overdrafts, cash credit
or by issue of bonds, debentures or debenture-stock (perpetual or otherwise) or in any other
manner, or from any person, firm, company, co-operative society, any body corporate,
bank, institution, whether incorporated in India or abroad, Government or any authority or
any other body for the purpose of the Company and may secure the payment of any sums
of money so received, raised or borrowed; provided that the total amount borrowed by the
Company (apart from temporary loans obtained from the Company’s Bankers in the
ordinary course of business) shall not without the consent of the Company 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 apart for any specified purpose.
94. Subject to the provisions of the Act and these Articles, any bonds, debentures, debenture- Issue of discount etc.
stock or any other securities may be issued at a discount, premium or otherwise and with or with special
any special privileges and conditions as to redemption, surrender, allotment of shares, privileges.
appointment of Directors or otherwise; provided that debentures with the right to allotment
of or conversion into shares shall not be issued except with the sanction of the Company
in General Meeting.
95. The payment and/or repayment of moneys borrowed or raised as aforesaid or any moneys Securing payment or
owing otherwise or debts due from the Company may be secured in such manner and upon repayment of Moneys
such terms and conditions in all respects as the Board may think fit, and in particular by borrowed.
mortgage, charter, lien or any other security upon all or any of the assets or property (both
present and future) or the undertaking of the Company including its uncalled capital for
the time being, or by a guarantee by any Director, Government or third party, and the
bonds, debentures and debenture stocks and other securities may be made assignable, free
from equities between the Company and the person to whom the same may be issued and
also by a similar mortgage, charge or lien to secure and guarantee, the performance by the
Company or any other person or company of any obligation undertaken by the Company
or any person or Company as the case may be.
96. Any bonds, debentures, debenture-stock or their securities issued or to be issued by the Bonds, Debentures
Company shall be under the control of the Board who may issue them upon such terms etc. to be under the
and conditions, and in such manner and for such consideration as they shall consider to be control of the
for the benefit of the Company. Directors.
97. If any uncalled capital of the Company is included in or charged by any mortgage or other Mortgage of uncalled
security the Directors shall subject to the provisions of the Act and these Articles make Capital.
278
Sr. No Particulars
calls on the members in respect of such uncalled capital in trust for the person in whose
favour such mortgage or security is executed.
98. Subject to the provisions of the Act and these Articles if the Directors or any of them or Indemnity may be
any other person shall incur or be about to incur any liability whether as principal or surely given.
for the payment of any sum primarily due from the Company, the Directors may execute
or cause to be executed any mortgage, charge or security over or affecting the whole or
any part of the assets of the Company by way of indemnity to secure the Directors or
person so becoming liable as aforesaid from any loss in respect of such liability.
MEETINGS OF MEMBERS
99. All the General Meetings of the Company other than Annual General Meetings shall be Distinction between
called Extra-ordinary General Meetings. AGM & EGM.
100. (a) The Directors may, whenever they think fit, convene an Extra-Ordinary General Extra-Ordinary
Meeting and they shall on requisition of requisition of Members made in compliance General Meeting by
with Section 100 of the Act, forthwith proceed to convene Extra-Ordinary General Board and by
Meeting of the members requisition
(b) If at any time there are not within India sufficient Directors capable of acting to form When a Director or
a quorum, or if the number of Directors be reduced in number to less than the any two
minimum number of Directors prescribed by these Articles and the continuing Members may call an
Directors fail or neglect to increase the number of Directors to that number or to Extra Ordinary
convene a General Meeting, any Director or any two or more Members of the General Meeting
Company holding not less than one-tenth of the total paid up share capital of the
Company may call for an Extra-Ordinary General Meeting in the same manner as
nearly as possible as that in which meeting may be called by the Directors.
101. No General Meeting, Annual or Extraordinary shall be competent to enter upon, discuss Meeting not to
or transfer any business which has not been mentioned in the notice or notices upon which transact business not
it was convened. mentioned in notice.
102. The Chairman (if any) of the Board of Directors shall be entitled to take the chair at every Chairman of General
General Meeting, whether Annual or Extraordinary. If there is no such Chairman of the Meeting
Board of Directors, or if at any meeting he is not present within fifteen minutes of the time
appointed for holding such meeting or if he is unable or unwilling to take the chair, then
the Members present shall elect another Director as Chairman, and if no Director be
present or if all the Directors present decline to take the chair then the Members present
shall elect one of the members to be the Chairman of the meeting.
103. No business, except the election of a Chairman, shall be discussed at any General Meeting Business confined to
whilst the Chair is vacant. election of Chairman
whilst chair is vacant.
104. a) The Chairperson may, with the consent of any meeting at which a quorum is present, Chairman with
and shall, if so directed by the meeting, adjourn the meeting from time to time and consent may adjourn
from place to place. meeting.
b) No business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
c) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting.
d) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting.
105. In the case of an equality of votes the Chairman shall both on a show of hands, on a poll Chairman’s casting
(if any) and e-voting, have casting vote in addition to the vote or votes to which he may vote.
be entitled as a Member.
106. Any poll duly demanded on the election of Chairman of the meeting or any question of In what case poll
adjournment shall be taken at the meeting forthwith. taken without
adjournment.
107. The demand for a poll except on the question of the election of the Chairman and of an Demand for poll not
adjournment shall not prevent the continuance of a meeting for the transaction of any to prevent transaction
business other than the question on which the poll has been demanded. of other business.
VOTES OF MEMBERS
108. No Member shall be entitled to vote either personally or by proxy at any General Meeting Members in arrears
or Meeting of a class of shareholders either upon a show of hands, upon a poll or not to vote.
electronically, or be reckoned in a quorum in respect of any shares registered in his name
279
Sr. No Particulars
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 or lien.
109. Subject to the provision of these Articles and without prejudice to any special privileges, Number of votes each
or restrictions as to voting for the time being attached to any class of shares for the time member entitled.
being forming part of the capital of the company, every Member, not disqualified by the
last preceding Article shall be entitled to be present, and to speak and to vote at such
meeting, and on a show of hands every member present in person shall have one vote and
upon a poll the voting right of every Member present in person or by proxy shall be in
proportion to his share of the paid-up equity share capital of the Company, Provided,
however, if any preference shareholder is present at any meeting of the Company, save as
provided in sub-section (2) of Section 47 of the Act, he shall have a right to vote only on
resolution placed before the meeting which directly affect the rights attached to his
preference shares.
110. On a poll taken at a meeting of the Company a member entitled to more than one vote or Casting of votes by a
his proxy or other person entitled to vote for him, as the case may be, need not, if he votes, member entitled to
use all his votes or cast in the same way all the votes he uses. more than one vote.
111. A member of unsound mind, or in respect of whom an order has been made by any court Vote of member of
having jurisdiction in lunacy, or a minor may vote, whether on a show of hands or on a unsound mind and of
poll, by his committee or other legal guardian, and any such committee or guardian may, minor
on a poll, vote by proxy.
112. Notwithstanding anything contained in the provisions of the Companies Act, 2013, and Postal Ballot
the Rules made there under, the Company may, and in the case of resolutions relating to
such business as may be prescribed by such authorities from time to time, declare to be
conducted only by postal ballot, shall, get any such business/ resolutions passed by means
of postal ballot, instead of transacting the business in the General Meeting of the Company.
113. A member may exercise his vote at a meeting by electronic means in accordance with E-Voting
section 108 and shall vote only once.
114. a) In the case of joint holders, the vote of the senior who tenders a vote, whether in Votes of joint
person or by proxy, shall be accepted to the exclusion of the votes of the other joint members.
holders. If more than one of the said persons remain present than the senior shall alone
be entitled to speak and to vote in respect of such shares, but the other or others of the
joint holders shall be entitled to be present at the meeting. Several executors or
administrators of a deceased Member in whose name share stands shall for the purpose
of these Articles be deemed joints holders thereof.
b) For this purpose, seniority shall be determined by the order in which the names stand
in the register of members.
115. Votes may be given either personally or by attorney or by proxy or in case of a company, Votes may be given
by a representative duly Authorised as mentioned in Articles by proxy or by
representative
116. A body corporate (whether a company within the meaning of the Act or not) may, if it is Representation of a
member or creditor of the Company (including being a holder of debentures) authorise body corporate.
such person by resolution of its Board of Directors, as it thinks fit, in accordance with the
provisions of Section 113 of the Act to act as its representative at any Meeting of the
members or creditors of the Company or debentures holders of the Company. A person
authorised by resolution as aforesaid shall be entitled to exercise the same rights and
powers (including the right to vote by proxy) on behalf of the body corporate as if it were
an individual member, creditor or holder of debentures of the Company.
117. (a) A member paying the whole or a part of the amount remaining unpaid on any share Members paying
held by him although no part of that amount has been called up, shall not be entitled money in advance.
to any voting rights in respect of the moneys paid until the same would, but for this
payment, become presently payable.
(b) A member is not prohibited from exercising his voting rights on the ground that he Members not
has not held his shares or interest in the Company for any specified period preceding prohibited if share not
the date on which the vote was taken. held for any specified
period.
118. Any person entitled under Article 73 (transmission clause) to transfer any share may vote Votes in respect of
at any General Meeting in respect thereof in the same manner as if he were the registered shares of deceased or
holder of such shares, provided that at least forty-eight hours before the time of holding insolvent members.
the meeting or adjourned meeting, as the case may be at which he proposes to vote he
280
Sr. No Particulars
shall satisfy the Directors of his right to transfer such shares and give such indemnify (if
any) as the Directors may require or the directors shall have previously admitted his right
to vote at such meeting in respect thereof.
119. No Member shall be entitled to vote on a show of hands unless such member is present No votes by proxy on
personally or by attorney or is a body Corporate present by a representative duly show of hands.
Authorised under the provisions of the Act in which case such members, attorney or
representative may vote on a show of hands as if he were a Member of the Company. In
the case of a Body Corporate the production at the meeting of a copy of such resolution
duly signed by a Director or Secretary of such Body Corporate and certified by him as
being a true copy of the resolution shall be accepted by the Company as sufficient evidence
of the authority of the appointment.
120. The instrument appointing a proxy and the power-of-attorney or other authority, if any, Appointment of a
under which it is signed or a notarised copy of that power or authority, shall be deposited Proxy.
at the registered office of the company not less than 48 hours before the time for holding
the meeting or adjourned meeting at which the person named in the instrument proposes
to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the
taking of the poll; and in default the instrument of proxy shall not be treated as valid.
121. An instrument appointing a proxy shall be in the form as prescribed in the rules made Form of proxy.
under section 105.
122. A vote given in accordance with the terms of an instrument of proxy shall be valid Validity of votes
notwithstanding the previous death or insanity of the Member, or revocation of the proxy given by proxy
or of any power of attorney which such proxy signed, or the transfer of the share in respect notwithstanding death
of which the vote is given, provided that no intimation in writing of the death or insanity, of a member.
revocation or transfer shall have been received at the office before the meeting or
adjourned meeting at which the proxy is used.
123. No objection shall be raised to the qualification of any voter except at the meeting or Time for objections to
adjourned meeting at which the vote objected to is given or tendered, and every vote not votes.
disallowed at such meeting shall be valid for all purposes.
124. Any such objection raised to the qualification of any voter in due time shall be referred to Chairperson of the
the Chairperson of the meeting, whose decision shall be final and conclusive. Meeting to be the
judge of validity of
any vote.
DIRECTORS
125. Until otherwise determined by a General Meeting of the Company and subject to the Number of Directors
provisions of Section 149 of the Act, the number of Directors (including Debenture and
Alternate Directors) shall not be less than three and not more than fifteen. Provided that a
company may appoint more than fifteen directors after passing a special resolution
126. A Director of the Company shall not be bound to hold any Qualification Shares in the Qualification
Company. shares.
127. (a) Subject to the provisions of the Companies Act, 2013and notwithstanding anything Nominee Directors.
to the contrary contained in these Articles, the Board may appoint any person as a
director nominated by any institution in pursuance of the provisions of any law for
the time being in force or of any agreement
(b) The Nominee Director/s so appointed shall not be required to hold any qualification
shares in the Company nor shall be liable to retire by rotation. The Board of Directors
of the Company shall have no power to remove from office the Nominee Director/s
so appointed. The said Nominee Director/s shall be entitled to the same rights and
privileges including receiving of notices, copies of the minutes, sitting fees, etc. as
any other Director of the Company is entitled.
(c) If the Nominee Director/s is an officer of any of the financial institution the sitting
fees in relation to such nominee Directors shall accrue to such financial institution
and the same accordingly be paid by the Company to them. The Financial Institution
shall be entitled to depute observer to attend the meetings of the Board or any other
Committee constituted by the Board.
(d) The Nominee Director/s shall, notwithstanding anything to the Contrary contained
in these Articles, be at liberty to disclose any information obtained by him/them to
the Financial Institution appointing him/them as such Director/s.
128. The Board may appoint an Alternate Director to act for a Director (hereinafter called “The Appointment of
Original Director”) during his absence for a period of not less than three months from alternate Director.
281
Sr. No Particulars
India. An Alternate Director appointed under this Article shall not hold office for period
longer than that permissible to the Original Director in whose place he has been appointed
and shall vacate office if and when the Original Director returns to India. If the term of
Office of the Original Director is determined before he so returns to India, any provision
in the Act or in these Articles for the automatic re-appointment of retiring Director in
default of another appointment shall apply to the Original Director and not to the Alternate
Director.
129. Subject to the provisions of the Act, the Board shall have power at any time and from time Additional Director
to time to appoint any other person to be an Additional Director. Any such Additional
Director shall hold office only upto the date of the next Annual General Meeting.
130. Subject to the provisions of the Act, the Board shall have power at any time and from time Directors power to fill
to time to appoint a Director, if the office of any director appointed by the company in casual vacancies.
general meeting is vacated before his term of office expires in the normal course, who
shall hold office only upto the date upto which the Director in whose place he is appointed
would have held office if it had not been vacated by him.
131. Until otherwise determined by the Company in General Meeting, each Director other than Sitting Fees.
the Managing/Whole-time Director (unless otherwise specifically provided for) shall be
entitled to sitting fees not exceeding a sum prescribed in the Act (as may be amended from
time to time) for attending meetings of the Board or Committees thereof.
132. The Board of Directors may subject to the limitations provided in the Act allow and pay Travelling expenses
to any Director who attends a meeting at a place other than his usual place of residence for Incurred by Director
the purpose of attending a meeting, such sum as the Board may consider fair, compensation on Company's
for travelling, hotel and other incidental expenses properly incurred by him, in addition to business.
his fee for attending such meeting as above specified.
PROCEEDING OF THE BOARD OF DIRECTORS
133. (a) The Board of Directors may meet for the conduct of business, adjourn and otherwise Meetings of
regulate its meetings as it thinks fit. Directors.
(b) A director may, and the manager or secretary on the requisition of a director shall, at
any time, summon a meeting of the Board.
134. a) The Directors may from time to time elect from among their members a Chairperson Chairperson
of the Board and determine the period for which he is to hold office. If at any meeting
of the Board, the Chairman is not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of the Directors then
present to preside at the meeting.
b) Subject to Section 203 of the Act and rules made there under, one person can act as
the Chairman as well as the Managing Director or Chief Executive Officer at the same
time.
135. Questions arising at any meeting of the Board of Directors shall be decided by a majority Questions at Board
of votes and in the case of an equality of votes, the Chairman will have a second or casting meeting how decided.
vote.
136. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so Continuing directors
long as their number is reduced below the quorum fixed by the Act for a meeting of the may act
Board, the continuing directors or director may act for the purpose of increasing the notwithstanding any
number of directors to that fixed for the quorum, or of summoning a general meeting of vacancy in the Board
the company, but for no other purpose.
137. Subject to the provisions of the Act, the Board may delegate any of their powers to a Directors may appoint
Committee consisting of such member or members of its body as it thinks fit, and it may committee.
from time to time revoke and discharge any such committee either wholly or in part and
either as to person, or purposes, but every Committee so formed shall in the exercise of
the powers so delegated conform to any regulations that may from time to time be imposed
on it by the Board. All acts done by any such Committee in conformity with such
regulations and in fulfillment of the purposes of their appointment but not otherwise, shall
have the like force and effect as if done by the Board.
138. The Meetings and proceedings of any such Committee of the Board consisting of two or Committee Meetings
more members shall be governed by the provisions herein contained for regulating the how to be governed.
meetings and proceedings of the Directors so far as the same are applicable thereto and are
not superseded by any regulations made by the Directors under the last preceding Article.
139. a) A committee may elect a Chairperson of its meetings. Chairperson of
Committee Meetings
282
Sr. No Particulars
b) If no such Chairperson is elected, or if at any meeting the Chairperson is not present
within five minutes after the time appointed for holding the meeting, the members
present may choose one of their members to be Chairperson of the meeting.
140. a) A committee may meet and adjourn as it thinks fit. Meetings of the
b) Questions arising at any meeting of a committee shall be determined by a majority of Committee
votes of the members present, and in case of an equality of votes, the Chairperson
shall have a second or casting vote.
141. Subject to the provisions of the Act, all acts done by any meeting of the Board or by a Acts of Board or
Committee of the Board, or by any person acting as a Director shall notwithstanding that Committee shall be
it shall afterwards be discovered that there was some defect in the appointment of such valid notwithstanding
Director or persons acting as aforesaid, or that they or any of them were disqualified or defect in
had vacated office or that the appointment of any of them had been terminated by virtue appointment.
of any provisions contained in the Act or in these Articles, be as valid as if every such
person had been duly appointed, and was qualified to be a Director.
RETIREMENT AND ROTATION OF DIRECTORS
142. Subject to the provisions of Section 161 of the Act, if the office of any Director appointed Power to fill casual
by the Company in General Meeting vacated before his term of office will expire in the vacancy
normal course, the resulting casual vacancy may in default of and subject to any regulation
in the Articles of the Company be filled by the Board of Directors at the meeting of the
Board and the Director so appointed shall hold office only up to the date up to which the
Director in whose place he is appointed would have held office if had not been vacated as
aforesaid.
POWERS OF THE BOARD
143. The business of the Company shall be managed by the Board who may exercise all such Powers of the Board
powers of the Company and do all such acts and things as may be necessary, unless
otherwise restricted by the Act, or by any other law or by the Memorandum or by the
Articles required to be exercised by the Company in General Meeting. However no
regulation made by the Company in General Meeting shall invalidate any prior act of the
Board which would have been valid if that regulation had not been made.
144. Without prejudice to the general powers conferred by the Articles and so as not in any way Certain powers of the
to limit or restrict these powers, and without prejudice to the other powers conferred by Board
these Articles, but subject to the restrictions contained in the Articles, it is hereby, declared
that the Directors shall have the following powers, that is to say
(1) Subject to the provisions of the Act, to purchase or otherwise acquire any lands, To acquire any
buildings, machinery, premises, property, effects, assets, rights, creditors, royalties, property , rights etc.
business and goodwill of any person firm or company carrying on the business
which this Company is authorised to carry on, in any part of India.
(2) Subject to the provisions of the Act to purchase, take on lease for any term or terms To take on Lease.
of years, or otherwise acquire any land or lands, with or without buildings and out-
houses thereon, situate in any part of India, at such conditions as the Directors may
think fit, and in any such purchase, lease or acquisition to accept such title as the
Directors may believe, or may be advised to be reasonably satisfy.
(3) To erect and construct, on the said land or lands, buildings, houses, warehouses and To erect & construct.
sheds and to alter, extend and improve the same, to let or lease the property of the
company, in part or in whole for such rent and subject to such conditions, as may be
thought advisable; to sell such portions of the land or buildings of the Company as
may not be required for the company; to mortgage the whole or any portion of the
property of the company for the purposes of the Company; to sell all or any portion
of the machinery or stores belonging to the Company.
(4) At their discretion and subject to the provisions of the Act, the Directors may pay To pay for property.
property rights or privileges acquired by, or services rendered to the Company, either
wholly or partially in cash or in shares, bonds, debentures or other securities of the
Company, and any such share may be issued either as fully paid up or with such
amount credited as paid up thereon as may be agreed upon; and any such bonds,
debentures or other securities may be either specifically charged upon all or any part
of the property of the Company and its uncalled capital or not so charged.
(5) To insure and keep insured against loss or damage by fire or otherwise for such To insure properties
period and to such extent as they may think proper all or any part of the buildings, of the Company.
machinery, goods, stores, produce and other moveable property of the Company
283
Sr. No Particulars
either separately or co-jointly; also to insure all or any portion of the goods, produce,
machinery and other articles imported or exported by the Company and to sell,
assign, surrender or discontinue any policies of assurance effected in pursuance of
this power.
(6) To open accounts with any Bank or Bankers and to pay money into and draw money To open Bank
from any such account from time to time as the Directors may think fit. accounts.
(7) To secure the fulfillment of any contracts or engagement entered into by the To secure contracts by
Company by mortgage or charge on all or any of the property of the Company way of mortgage.
including its whole or part of its undertaking as a going concern and its uncalled
capital for the time being or in such manner as they think fit.
(8) To accept from any member, so far as may be permissible by law, a surrender of the To accept surrender of
shares or any part thereof, on such terms and conditions as shall be agreed upon. shares.
(9) To appoint any person to accept and hold in trust, for the Company property To appoint trustees
belonging to the Company, or in which it is interested or for any other purposes and for the Company.
to execute and to do all such deeds and things as may be required in relation to any
such trust, and to provide for the remuneration of such trustee or trustees.
(10) To institute, conduct, defend, compound or abandon any legal proceeding by or To conduct legal
against the Company or its Officer, or otherwise concerning the affairs and also to proceedings.
compound and allow time for payment or satisfaction of any debts, due, and of any
claims or demands by or against the Company and to refer any difference to
arbitration, either according to Indian or Foreign law and either in India or abroad
and observe and perform or challenge any award thereon.
(11) To act on behalf of the Company in all matters relating to bankruptcy insolvency. Bankruptcy
&Insolvency
(12) To make and give receipts, release and give discharge for moneys payable to the To issue receipts &
Company and for the claims and demands of the Company. give discharge.
(13) Subject to the provisions of the Act, and these Articles to invest and deal with any To invest and deal
moneys of the Company not immediately required for the purpose thereof, upon with money of the
such authority (not being the shares of this Company) or without security and in Company.
such manner as they may think fit and from time to time to vary or realise such
investments. Save as provided in Section 187 of the Act, all investments shall be
made and held in the Company’s own name.
(14) To execute in the name and on behalf of the Company in favour of any Director or To give Security by
other person who may incur or be about to incur any personal liability whether as way of indemnity.
principal or as surety, for the benefit of the Company, such mortgage of the
Company’s property (present or future) as they think fit, and any such mortgage may
contain a power of sale and other powers, provisions, covenants and agreements as
shall be agreed upon;
(15) To determine from time to time persons who shall be entitled to sign on Company’s To determine signing
behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend powers.
warrants, releases, contracts and documents and to give the necessary authority for
such purpose, whether by way of a resolution of the Board or by way of a power of
attorney or otherwise.
(16) To give to any Director, Officer, or other persons employed by the Company, a Commission or share
commission on the profits of any particular business or transaction, or a share in the in profits.
general profits of the company; and such commission or share of profits shall be
treated as part of the working expenses of the Company.
(17) To give, award or allow any bonus, pension, gratuity or compensation to any Bonus etc. to
employee of the Company, or his widow, children, dependents, that may appear just employees.
or proper, whether such employee, his widow, children or dependents have or have
not a legal claim on the Company.
(18) To set aside out of the profits of the Company such sums as they may think proper Transfer to Reserve
for depreciation or the depreciation funds or to insurance fund or to an export fund, Funds.
or to a Reserve Fund, or Sinking Fund or any special fund to meet contingencies or
repay debentures or debenture-stock or for equalizing dividends or for repairing,
improving, extending and maintaining any of the properties of the Company and for
such other purposes (including the purpose referred to in the preceding clause) as
the Board may, in the absolute discretion think conducive to the interests of the
Company, and subject to Section 179 of the Act, to invest the several sums so set
284
Sr. No Particulars
aside or so much thereof as may be required to be invested, upon such investments
(other than shares of this Company) as they may think fit and from time to time deal
with and vary such investments and dispose of and apply and extend all or any part
thereof for the benefit of the Company notwithstanding the matters to which the
Board apply or upon which the capital moneys of the Company might rightly be
applied or expended and divide the reserve fund into such special funds as the Board
may think fit; with full powers to transfer the whole or any portion of a reserve fund
or division of a reserve fund to another fund and with the full power to employ the
assets constituting all or any of the above funds, including the depredation fund, in
the business of the company or in the purchase or repayment of debentures or
debenture-stocks and without being bound to keep the same separate from the other
assets and without being bound to pay interest on the same with the power to the
Board at their discretion to pay or allow to the credit of such funds, interest at such
rate as the Board may think proper.
(19) To appoint, and at their discretion remove or suspend such general manager, To appoint and
managers, secretaries, assistants, supervisors, scientists, technicians, engineers, remove officers and
consultants, legal, medical or economic advisers, research workers, labourers, other employees.
clerks, agents and servants, for permanent, temporary or special services as they may
from time to time think fit, and to determine their powers and duties and to fix their
salaries or emoluments or remuneration and to require security in such instances and
for such amounts they may think fit and also from time to time to provide for the
management and transaction of the affairs of the Company in any specified locality
in India or elsewhere in such manner as they think fit and the provisions contained
in the next following clauses shall be without prejudice to the general powers
conferred by this clause.
(20) At any time and from time to time by power of attorney under the seal of the To appoint Attorneys.
Company, to appoint any person or persons to be the Attorney or attorneys of the
Company, for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board under these presents and
excluding the power to make calls and excluding also except in their limits
authorised by the Board the power to make loans and borrow moneys) and for such
period and subject to such conditions as the Board may from time to time think fit,
and such appointments may (if the Board think fit) be made in favour of the members
or any of the members of any local Board established as aforesaid or in favour of
any Company, or the shareholders, directors, nominees or manager of any Company
or firm or otherwise in favour of any fluctuating body of persons whether nominated
directly or indirectly by the Board and any such powers of attorney may contain
such powers for the protection or convenience for dealing with such Attorneys as
the Board may think fit, and may contain powers enabling any such delegated
Attorneys as aforesaid to sub-delegate all or any of the powers, authorities and
discretion for the time being vested in them.
(21) Subject to Sections 188 of the Act, for or in relation to any of the matters aforesaid To enter into
or otherwise for the purpose of the Company to enter into all such negotiations and contracts.
contracts and rescind and vary all such contracts, and execute and do all such acts,
deeds and things in the name and on behalf of the Company as they may consider
expedient.
(22) From time to time to make, vary and repeal rules for the regulations of the business To make rules.
of the Company its Officers and employees.
(23) To effect, make and enter into on behalf of the Company all transactions, agreements To effect contracts
and other contracts within the scope of the business of the Company. etc.
(24) To apply for, promote and obtain any act, charter, privilege, concession, license, To apply & obtain
authorization, if any, Government, State or municipality, provisional order or license concessions licenses
of any authority for enabling the Company to carry any of this objects into effect, or etc.
for extending and any of the powers of the Company or for effecting any
modification of the Company’s constitution, or for any other purpose, which may
seem expedient and to oppose any proceedings or applications which may seem
calculated, directly or indirectly to prejudice the Company’s interests.
285
Sr. No Particulars
(25) To pay and charge to the capital account of the Company any commission or interest To pay commissions
lawfully payable there out under the provisions of Sections 40 of the Act and of the or interest.
provisions contained in these presents.
(26) To redeem preference shares. To redeem preference
shares.
(27) To subscribe, incur expenditure or otherwise to assist or to guarantee money to To assist charitable or
charitable, benevolent, religious, scientific, national or any other institutions or benevolent
subjects which shall have any moral or other claim to support or aid by the Company, institutions.
either by reason of locality or operation or of public and general utility or otherwise.
(28) To pay the cost, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the Company.
(29) To pay and charge to the capital account of the Company any commission or interest
lawfully payable thereon under the provisions of Sections 40 of the Act.
(30) To provide for the welfare of Directors or ex-Directors or employees or ex-
employees of the Company and their wives, widows and families or the dependents
or connections of such persons, by building or contributing to the building of houses,
dwelling or chawls, or by grants of moneys, pension, gratuities, allowances, bonus
or other payments, or by creating and from time to time subscribing or contributing,
to provide other associations, institutions, funds or trusts and by providing or
subscribing or contributing towards place of instruction and recreation, hospitals and
dispensaries, medical and other attendance and other assistance as the Board shall
think fit and subject to the provision of Section 181 of the Act, to subscribe or
contribute or otherwise to assist or to guarantee money to charitable, benevolent,
religious, scientific, national or other institutions or object which shall have any
moral or other claim to support or aid by the Company, either by reason of locality
of operation, or of the public and general utility or otherwise.
(31) To purchase or otherwise acquire or obtain license for the use of and to sell,
exchange or grant license for the use of any trade mark, patent, invention or technical
know-how.
(32) To sell from time to time any Articles, materials, machinery, plants, stores and other
Articles and thing belonging to the Company as the Board may think proper and to
manufacture, prepare and sell waste and by-products.
(33) From time to time to extend the business and undertaking of the Company by adding,
altering or enlarging all or any of the buildings, factories, workshops, premises, plant
and machinery, for the time being the property of or in the possession of the
Company, or by erecting new or additional buildings, and to expend such sum of
money for the purpose aforesaid or any of them as they be thought necessary or
expedient.
(34) To undertake on behalf of the Company any payment of rents and the performance
of the covenants, conditions and agreements contained in or reserved by any lease
that may be granted or assigned to or otherwise acquired by the Company and to
purchase the reversion or reversions, and otherwise to acquire on free hold sample
of all or any of the lands of the Company for the time being held under lease or for
an estate less than freehold estate.
(35) To improve, manage, develop, exchange, lease, sell, resell and re-purchase, dispose
off, deal or otherwise turn to account, any property (movable or immovable) or any
rights or privileges belonging to or at the disposal of the Company or in which the
Company is interested.
(36) To let, sell or otherwise dispose of subject to the provisions of Section 180 of the
Act and of the other Articles any property of the Company, either absolutely or
conditionally and in such manner and upon such terms and conditions in all respects
as it thinks fit and to accept payment in satisfaction for the same in cash or
otherwise as it thinks fit.
(37) Generally subject to the provisions of the Act and these Articles, to delegate the
powers/authorities and discretions vested in the Directors to any person(s), firm,
company or fluctuating body of persons as aforesaid.
(38) To comply with the requirements of any local law which in their opinion it shall in
the interest of the Company be necessary or expedient to comply with.
MANAGING AND WHOLE-TIME DIRECTORS
286
Sr. No Particulars
145. a) Subject to the provisions of the Act and of these Articles, the Directors may from time Powers to appoint
to time in Board Meetings appoint one or more of their body to be a Managing Managing/
Director or Managing Directors or whole-time Director or whole-time Directors of Wholetime Directors.
the Company for such term not exceeding five years at a time as they may think fit to
manage the affairs and business of the Company, and may from time to time (subject
to the provisions of any contract between him or them and the Company) remove or
dismiss him or them from office and appoint another or others in his or their place or
places.
b) The Managing Director or Managing Directors or whole-time Director or whole-time
Directors so appointed shall be liable to retire by rotation. A Managing Director or
Whole-time Director who is appointed as Director immediately on the retirement by
rotation shall continue to hold his office as Managing Director or Whole-time Director
and such re-appointment as such Director shall not be deemed to constitute a break in
his appointment as Managing Director or Whole-time Director.
146. The remuneration of a Managing Director or a Whole-time Director (subject to the Remuneration of
provisions of the Act and of these Articles and of any contract between him and the Managing or
Company) shall from time to time be fixed by the Directors, and may be, by way of fixed Wholetime Director.
salary, or commission on profits of the Company, or by participation in any such profits,
or by any, or all of these modes.
147. (1) Subject to control, direction and supervision of the Board of Directors, the day-today Powers and duties of
management of the company will be in the hands of the Managing Director or Managing Director or
Whole-time Director appointed in accordance with regulations of these Articles of Whole-time Director.
Association with powers to the Directors to distribute such day-to-day management
functions among such Directors and in any manner as may be directed by the Board.
(2) The Directors may from time to time entrust to and confer upon the Managing
Director or Whole-time Director for the time being save as prohibited in the Act,
such of the powers exercisable under these presents by the Directors as they may
think fit, and may confer such objects and purposes, and upon such terms and
conditions, and with such restrictions as they think expedient; and they may subject
to the provisions of the Act and these Articles confer such powers, either collaterally
with or to the exclusion of, and in substitution for, all or any of the powers of the
Directors in that behalf, and may from time to time revoke, withdraw, alter or vary
all or any such powers.
(3) The Company’s General Meeting may also from time to time appoint any Managing
Director or Managing Directors or Wholetime Director or Wholetime Directors of
the Company and may exercise all the powers referred to in these Articles.
(4) The Managing Director shall be entitled to sub-delegate (with the sanction of the
Directors where necessary) all or any of the powers, authorities and discretions for
the time being vested in him in particular from time to time by the appointment of
any attorney or attorneys for the management and transaction of the affairs of the
Company in any specified locality in such manner as they may think fit.
(5) Notwithstanding anything contained in these Articles, the Managing Director is
expressly allowed generally to work for and contract with the Company and
especially to do the work of Managing Director and also to do any work for the
Company upon such terms and conditions and for such remuneration (subject to the
provisions of the Act) as may from time to time be agreed between him and the
Directors of the Company.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
148. a) Subject to the provisions of the Act,— Board to appoint
i. A chief executive officer, manager, company secretary or chief financial officer Chief Executive
may be appointed by the Board for such term, at such remuneration and upon Officer/ Manager/
such conditions as it may thinks fit; and any chief executive officer, manager, Company Secretary/
company secretary or chief financial officer so appointed may be removed by Chief Financial
means of a resolution of the Board; Officer
ii. A director may be appointed as chief executive officer, manager, company
secretary or chief financial officer.
b) A provision of the Act or these regulations requiring or authorising a thing to be done
by or to a director and chief executive officer, manager, company secretary or chief
financial officer shall not be satisfied by its being done by or to the same person acting
287
Sr. No Particulars
both as director and as, or in place of, chief executive officer, manager, company
secretary or chief financial officer.
THE SEAL
149. (a) The Board shall provide a Common Seal for the purposes of the Company, and shall The seal, its custody
have power from time to time to destroy the same and substitute a new Seal in lieu and use.
thereof, and the Board shall provide for the safe custody of the Seal for the time
being, and the Seal shall never be used except by the authority of the Board or a
Committee of the Board previously given.
(b) The Company shall also be at liberty to have an Official Seal in accordance with of
the Act, for use in any territory, district or place outside India.
150. The seal of the company shall not be affixed to any instrument except by the authority of Deeds how executed.
a resolution of the Board or of a committee of the Board authorized by it in that behalf,
and except in the presence of at least two directors and of the secretary or such other person
as the Board may appoint for the purpose; and those two directors and the secretary or
other person aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.
Dividend and Reserves
151. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to Division of profits.
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.
(2) No amount paid or credited as paid on a share in advance of calls shall be treated for
the purposes of this regulation as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in respect
of which the dividend is paid; but if any share is issued on terms providing that it
shall rank for dividend as from a particular date such share shall rank for dividend
accordingly.
152. The Company in General Meeting may declare dividends, to be paid to members according The company in
to their respective rights and interests in the profits and may fix the time for payment and General Meeting may
the Company shall comply with the provisions of Section 127 of the Act, but no dividends declare Dividends.
shall exceed the amount recommended by the Board of Directors, but the Company may
declare a smaller dividend in general meeting.
153. a) The Board may, before recommending any dividend, set aside out of the profits of the Transfer to reserves
company such sums as it thinks fit as a reserve or reserves which shall, at the
discretion of the Board, be applicable for any purpose to which the profits of the
company may be properly applied, including provision for meeting contingencies or
for equalizing dividends; and pending such application, may, at the like discretion,
either be employed in the business of the company or be invested in such investments
(other than shares of the company) as the Board may, from time to time, thinks fit.
b) The Board may also carry forward any profits which it may consider necessary not to
divide, without setting them aside as a reserve.
154. Subject to the provisions of section 123, the Board may from time to time pay to the Interim Dividend.
members such interim dividends as appear to it to be justified by the profits of the
company.
155. The Directors may retain any dividends on which the Company has a lien and may apply Debts may be
the same in or towards the satisfaction of the debts, liabilities or engagements in respect deducted.
of which the lien exists.
156. No amount paid or credited as paid on a share in advance of calls shall be treated for the Capital paid up in
purposes of this articles as paid on the share. advance not to earn
dividend.
157. All dividends shall be apportioned and paid proportionately to the amounts paid or credited Dividends in
as paid on the shares during any portion or portions of the period in respect of which the proportion to amount
dividend is paid but if any share is issued on terms providing that it shall rank for dividends paid-up.
as from a particular date such share shall rank for dividend accordingly.
158. The Board of Directors may retain the dividend payable upon shares in respect of which Retention of
any person under Articles has become entitled to be a member, or any person under that dividends until
288
Sr. No Particulars
Article is entitled to transfer, until such person becomes a member, in respect of such completion of transfer
shares or shall duly transfer the same. under Articles .
159. No member shall be entitled to receive payment of any interest or dividend or bonus in No Member to receive
respect of his share or shares, whilst any money may be due or owing from him to the dividend whilst
Company in respect of such share or shares (or otherwise however, either alone or jointly indebted to the
with any other person or persons) and the Board of Directors may deduct from the interest company and the
or dividend payable to any member all such sums of money so due from him to the Company’s right of
Company. reimbursement
thereof.
160. A transfer of shares does not pass the right to any dividend declared thereon before the Effect of transfer of
registration of the transfer. shares.
161. Any one of several persons who are registered as joint holders of any share may give Dividend to joint
effectual receipts for all dividends or bonus and payments on account of dividends in holders.
respect of such share.
162. a) Any dividend, interest or other monies payable in cash in respect of shares may be Dividends how
paid by cheque or warrant sent through the post directed to the registered address of remitted.
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.
b) Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent.
163. Notice of any dividend that may have been declared shall be given to the persons entitled Notice of dividend.
to share therein in the manner mentioned in the Act.
164. No unclaimed dividend shall be forfeited before the claim becomes barred by law and no No interest on
unpaid dividend shall bear interest as against the Company. Dividends.
CAPITALIZATION
165. (1) The Company in General Meeting may, upon the recommendation of the Board, Capitalization.
resolve:
(a) that it is desirable to capitalize any part of the amount for the time being standing to
the credit of any of the Company’s reserve accounts, or to the credit of the Profit
and Loss account, or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in
clause (2) amongst the members who would have been entitled thereto, if distributed
by way of dividend and in the same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be applied subject to the
provisions contained in clause (3) either in or towards:
(i) paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted and distributed,
credited as fully paid up, to and amongst such members in the proportions aforesaid;
or
(iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause
(ii).
(3) A Securities Premium Account and Capital Redemption Reserve Account may, for
the purposes of this regulation, only be applied in the paying up of unissued shares
to be issued to members of the Company and fully paid bonus shares.
(4) The Board shall give effect to the resolution passed by the Company in pursuance
of this regulation.
166. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall — Fractional
(a) make all appropriations and applications of the undivided profits resolved to be Certificates.
capitalized thereby and all allotments and issues of fully paid shares, if any, and
(b) generally to do all acts and things required to give effect thereto.
(2) The Board shall have full power -
289
Sr. No Particulars
(a) to make such provision, by the issue of fractional certificates or by payment in cash
or otherwise as it thinks fit, in case of shares becoming distributable in fractions;
and also
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into
an agreement with the Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares to which they may be entitled upon
such capitalization, or (as the case may require) for the payment by the Company on
their behalf, by the application thereto of their respective proportions, of the profits
resolved to be capitalized, of the amounts or any part of the amounts remaining
unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and binding on all such
members.
(4) That for the purpose of giving effect to any resolution, under the preceding
paragraph of this Article, the Directors may give such directions as may be necessary
and settle any questions or difficulties that may arise in regard to any issue including
distribution of new equity shares and fractional certificates as they think fit.
167. (1) The books containing the minutes of the proceedings of any General Meetings of Inspection of Minutes
the Company shall be open to inspection of members without charge on such days Books of General
and during such business hours as may consistently with the provisions of Section Meetings.
119 of the Act be determined by the Company in General Meeting and the members
will also be entitled to be furnished with copies thereof on payment of regulated
charges.
(2) Any member of the Company shall be entitled to be furnished within seven days
after he has made a request in that behalf to the Company with a copy of any minutes
referred to in sub-clause (1) hereof on payment of Rs. 10 per page or any part thereof.
168. a) The Board shall from time to time determine whether and to what extent and at what Inspection of
times and places and under what conditions or regulations, the accounts and books of Accounts
the company, or any of them, shall be open to the inspection of members not being
directors.
b) No member (not being a director) shall have any right of inspecting any account or
book or document of the company except as conferred by law or authorised by the
Board or by the company in general meeting.
FOREIGN REGISTER
169. The Company may exercise the powers conferred on it by the provisions of the Act with Foreign Register.
regard to the keeping of Foreign Register of its Members or Debenture holders, and the
Board may, subject to the provisions of the Act, make and vary such regulations as it may
think fit in regard to the keeping of any such Registers.
DOCUMENTS AND SERVICE OF NOTICES
170. Any document or notice to be served or given by the Company be signed by a Director or Signing of documents
such person duly authorised by the Board for such purpose and the signature may be & notices to be served
written or printed or lithographed. or given.
171. Save as otherwise expressly provided in the Act, a document or proceeding requiring Authentication of
authentication by the company may be signed by a Director, the Manager, or Secretary or documents and
other Authorised Officer of the Company and need not be under the Common Seal of the proceedings.
Company.
WINDING UP
172. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) If the company shall be wound up, the liquidator may, with the sanction of a special
resolution of the company and any other sanction required by the Act, divide amongst the
members, in specie or kind, the whole or any part of the assets of the company, whether
they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be carried
out as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories if he considers necessary, but
so that no member shall be compelled to accept any shares or other securities whereon
there is any liability.
290
Sr. No Particulars
INDEMNITY
173. Subject to provisions of the Act, every Director, or Officer or Servant of the Company or Directors’ and others
any person (whether an Officer of the Company or not) employed by the Company as right to indemnity.
Auditor, shall be indemnified by the Company against and it shall be the duty of the
Directors to pay, out of the funds of the Company, all costs, charges, losses and damages
which any such person may incur or become liable to, by reason of any contract entered
into or act or thing done, concurred in or omitted to be done by him in any way in or about
the execution or discharge of his duties or supposed duties (except such if any as he shall
incur or sustain through or by his own wrongful act neglect or default) including expenses,
and in particular and so as not to limit the generality of the foregoing provisions, against
all liabilities incurred by him as such Director, Officer or Auditor or other officer of the
Company in defending any proceedings whether civil or criminal in which judgment is
given in his favor, or in which he is acquitted or in connection with any application under
Section 463 of the Act on which relief is granted to him by the Court.
174. Subject to the provisions of the Act, no Director, Managing Director or other officer of the Not responsible for
Company shall be liable for the acts, receipts, neglects or defaults of any other Directors acts of others
or Officer, or for joining in any receipt or other act for conformity, or for any loss or
expense happening to the Company through insufficiency or deficiency of title to any
property acquired by order of the Directors for or on behalf of the Company or for the
insufficiency or deficiency of any security in or upon which any of the moneys of the
Company shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person, company or corporation, with whom any moneys,
securities or effects shall be entrusted or deposited, or for any loss occasioned by any error
of judgment or oversight on his part, or for any other loss or damage or misfortune
whatever which shall happen in the execution of the duties of his office or in relation
thereto, unless the same happens through his own dishonesty.
SECRECY
175. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Secrecy
Officer, Servant, Agent, Accountant or other person employed in the business of the
company shall, if so required by the Directors, before entering upon his duties, sign
a declaration pleading himself to observe strict secrecy respecting all transactions
and affairs of the Company with the customers and the state of the accounts with
individuals and in matters relating thereto, and shall by such declaration pledge
himself not to reveal any of the matter which may come to his knowledge in the
discharge of his duties except when required so to do by the Directors or by any
meeting or by a Court of Law and except so far as may be necessary in order to
comply with any of the provisions in these presents contained.
(b) No member or other person (other than a Director) shall be entitled to enter the property Access to property
of the Company or to inspect or examine the Company's premises or properties or information etc.
the books of accounts of the Company without the permission of the Board of
Directors of the Company for the time being or to require discovery of or any
information in respect of any detail of the Company's trading or any matter which is
or may be in the nature of trade secret, mystery of trade or secret process or of any
matter whatsoever which may relate to the conduct of the business of the Company
and which in the opinion of the Board it will be inexpedient in the interest of the
Company to disclose or to communicate.
291
SECTION XV – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered
into more than two years before the date of the Prospectus) which are or may be deemed material have been entered or to be
entered into by the Company which are or may be deemed material will be attached to the copy of the Prospectus, delivered to the
Registrar of Companies, for registration. Copies of the above mentioned contracts and also the documents for inspection referred
to hereunder, may be inspected online with Registrar of Companies and at the Registered Office between 10 a.m. and 5 p.m. on
all Working Days from the date of this Prospectus until the Issue Closing Date.
Material Contracts
1. Memorandum of Understanding dated April 12, 2022 between our Company Lead Manager to the Issue.
2. Agreement dated April 07, 2022 executed between our Company and the Registrar to the Issue (Link Intime India Private
Limited)
3. Market Making Agreement dated December 30, 2022 between our Company, Lead Manager and Market Maker.
4. Banker to the Issue Agreement dated December 30, 2022 among our Company, Lead Manager, Banker to the Issue and the
Registrar to the Issue.
5. Underwriting Agreement dated December 30, 2022 between our Company, Lead Manager and Underwriters.
6. Tripartite Agreement dated May 10, 2019 among CDSL, the Company and the Registrar to the Issue.
7. Tripartite Agreement dated May 10, 2019 among NDSL, the Company and the Registrar to the Issue.
Material Documents
1. Certified copies of the Memorandum and Articles of Association of the Company as amended.
2. Certificate of Incorporation dated March 17, 2005 issued by the Registrar of Companies, Maharashtra, Mumbai.
3. Fresh Certificate of Incorporation dated May 05, 2020 issued by the Registrar of Companies, Mumbai consequent upon
Conversion of the Company to Public Company.
4. Certificate of Registration of Regional Director order for Change of State from Maharashtra to Gujarat dated November 18,
2021 issued by Registrar of Companies, Ahmedabad.
5. Copy of the Board Resolution dated March 11, 2022 authorizing the Issue and other related matters.
6. Copy of Shareholder’s Resolution dated April 06, 2022 authorizing the Issue and other related matters.
7. Copies of Audited Financial Statements of our Company for the period ended September 30, 2022 and years ended March 31,
2022, 2021 & 2020.
8. Peer Review Auditors Report dated December 24, 2022 on Restated Financial Statements of our Company for period ended
September 30, 2022 and years ended March 31, 2022, 2021 & 2020.
9. Copy of the Statement of Tax Benefits dated April 04, 2022 from the Statutory Auditor.
10. Consents of the Lead Manager, Legal Advisor to the Issue, Registrar to the Issue, Market Maker, Underwriter, Banker to our
Company, Banker to the Issue, Sponsor Bank, Statutory Auditor of the Company, Peer Review Auditor, Promoters of our
Company, Directors of our Company, Company Secretary and Compliance Officer, Chief Financial Officer, as referred to, in
their respective capacities.
11. Board Resolution dated September 08, 2022 for approval of Draft Prospectus, dated January 06, 2023 for approval of
Prospectus
12. Due Diligence Certificate from Lead Manager dated January 06, 2023 filed with SEBI.
13. Approval from NSE vide letter dated October 19, 2022 to use the name of NSE in the Prospectus for listing of Equity Shares
on the NSE Emerge.
Any of the contracts or documents mentioned in the 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, with the consent of shareholder’s subject to compliance of the provisions
contained in the Companies Act and other relevant statutes.
292
DECLARATION
We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government
of India or the guidelines/ regulations issued by Securities and Exchange Board of India established under section 3 of the
Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with while issuing the Prospectus. No
statement made in the Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of
India Act, 1992, each as amended from time to time or the rules made there under or regulations and guidelines issued, as the case
may be. We further certify that all the statements made in the Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
_______________________________ _____________________________
Mr. Narendra Singh Barhat Mrs Kusum Narendra Singh Barhat
Chairman and Managing Director Executive Director
DIN: 00310306 DIN: 00310065
___________________________ _________________________
Mrs. Ketankumar Harkantbhai Joshi Mr. Dipakkumar Harkant Joshi
Whole Time Director Non-Executive Director
DIN: 02089127 DIN: 08549339
___________________________ ___________________________
Mr. Laxman Singh Rathore Mr. Raghavender Mateti
Non-Executive Director Independent Director
DIN: 0821855 DIN:06826653
___________________________ ___________________________
Ms. Rashmi Kamlesh Otavani Mr. Surendra Singh Lakhawat
Independent Director Independent Director
DIN: 06976600 DIN: 09611472
SIGNED BY THE CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY AND COMPLIANCE OFFICER
OF OUR COMPANY: -
____________________________ ____________________________
Mr. Ketankumar Harkantbhai Joshi Ms. Neha Batra
Chief Financial Officer Company Secretary and Compliance Officer
Date – January 06, 2023
Place – Vadodara, Gujarat
293

AristoBio PROSP

Uploaded by

Copyright:

Available Formats

AristoBio PROSP

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

AristoBio PROSP

Uploaded by

Copyright:

Available Formats

Prospectus

Dated: January 06, 2023

(Please scan this QR Code to view the Prospectus)

ARISTO BIO-TECH AND LIFESCIENCE LIMITED

Registered Office Contact Person Email and Telephone Website

PROMOTERS OF THE COMPANY:

BEELINE CAPITAL ADVISORS PRIVATE LIMITED

LINK INTIME INDIA PRIVATE LIMITED

ARISTO BIO-TECH AND LIFESCIENCE LIMITED

LINK INTIME INDIA PRIVATE LIMITED

SECTION CONTENTS PAGE NO.

DEFINITIONS AND ABBREVIATIONS

Company related terms

ISSUE RELATED TERMS

COMPANY AND INDUSTRY RELATED TERMS

Technical and Industry Related Terms

Term Full Form

Abbreviation Full Form

Use of Financial Data

Currency and Units of Presentation

All references to:

Use of Industry & Market Data

A. PRIMARY DETAIL OF BUISNESS AND INDUSTRY

C. SIZE OF THE ISSUE

D. OBJECT OF THE ISSUE

S. No Particulars Amt. (₹ in % of Total Issue

E. PRE-ISSUE SHAREHOLDING OF OUR PROMOTER AND PROMOTER GROUP AS A PERCENTAGE OF THE

Pre-Issue Post Issue

F. SUMMARY OF RESTATED FINANCIAL STATEMENT

H. SUMMARY OF OUTSTANDING LITIGATION ARE AS FOLLOWS:

Cases against our Company

Nature of Cases No of Outstanding Cases Amount involved (In Lakhs)

Cases filed by our Company

Nature of Cases No of Outstanding Cases Amount involved (In Lakhs)

Cases against our Directors and Promoters: -

Nature of Cases No of Outstanding Cases Amount involved (In Lakhs)

J. SUMMARY OF CONTINGENT LIABILITIES

K. SUMMARY OF RELATED PARTY TRANSACTIONS

SALARY 18.78 36.47 34.98 36.80

Closing Balance of Related Parties

N. The average cost of acquisition of Equity Shares by our Promoters is:

1. Some events may have material impact quantitatively;

INTERNAL RISK FACTORS

Nature of Cases No of Outstanding Cases Amount involved (In Lakhs)

Cases filed by our Company

Nature of Cases No of Outstanding Cases Amount involved (In Lakhs)

Cases against our Directors and Promoters: -

Nature of Cases No of Outstanding Cases Amount involved (In Lakhs)

46. We have not independently verified certain data in this Prospectus.

EXTERNAL RISK FACTORS

PRESENT ISSUE IN TERMS OF THIS PROSPECTUS

a) Minimum fifty percent to retail individual investors; and

RESTATED STATEMENT OF ASSETS AND LIABILITIES

I. Revenue from operations 15,156.47 19,116.57 19,606.48 23,550.30

II. Other income 0.22 4.27 1.15 0.80

III. Total Revenue (I + II) 12,907.49 16,603.29 16,722.96 20,123.94

Total expenses 12547.48 16,399.25 16,573.14 19,984.33

V. Profit before tax (VII- VIII) 360.01 204.04 149.82 139.60

VI Exceptional Items - - - Nil

VIII Tax expense: