Prospectus

Dated: February 15, 2023

Please read section 26 and 32 of the Companies Act, 2013
Fixed Price Issue

PATRON EXIM LIMITED

CIN: U24100GJ2022PLC134939
Incorporated on August 24, 2022 at Ahmedabad

REGISTERED OFFICE CONTACT PERSON

411, Safal Perlude, B/h Ashwaraj Bunglows, Sonia Kakani
100 FT Road, Prahladnagar, Vejalpur, Ahmedabad – 380015, Company Secretary and Compliance Officer
Gujarat, India.
EMAIL TELEPHONE NO. WEBSITE
info@patronexim.com Tel No.: +91 99799 78393 www.patronexim.com
OUR PROMOTERS OF THE COMPANY
Mr. Narendrakumar Patel and Mrs. Sushilabahen Patel
Type Fresh Issue Size (`In Eligibility 229(1) / 229(2) & Share Reservation among NII &RII
Lakhs)
Fresh Issue ` 1668.60 Lakhs The Issue is being made pursuant to Regulation 229(2) of SEBI (ICDR) Regulations. As the
Company's post issue paid up capital is more than ` 10.00 Crores and upto ` 25.00 Crore
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of our company, there has been no formal market for the securities of our company. The face value of the shares is
` 10.00 per equity shares and the issue price is 2.7 times of the face value. The issue price (is determined by our company in consultation with the lead
manager) as stated in the chapter titled on “Basis for Issue Price” beginning on page no. 57 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 and/or sustained trading in the equity
shares of our company nor regarding the price at which the equity shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and 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. 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 offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange
Board of India guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors”
beginning on page no.19 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 the Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”). In terms of the
Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In Principal Approval Letter dated
January 25, 2023 from BSE Limited (BSE) for using its name in this offer document for listing of our shares on the SME Platform of BSE Limited. For
the purpose of this Issue, the designated Stock Exchange will be the BSE Limited (“BSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
INTERACTIVE FINANCIAL SERVICES BIGSHARE SERVICES PRIVATE LIMITED
LIMITED Address: Office No. S6-2, 6th Floor, Pinnacle Business Park,
Address: 612, 6th Floor, Shree Balaji Heights, Next to Ahura Centre, Mahakali Caves Road, Andheri (East),
Kokilaben Vyas Marg, Ellisbridge, Ahmedabad – Mumbai - 400093
380 009, Gujarat, India Tel No.:+91 22-62638200
Tel No.: 079 46019796 Fax No.:+91 22-62638299
(M) +91-9898055647 Website: www.bigshareonline.com
Web Site:www.ifinservices.in E-Mail: ipo@bigshareonline.com
Email:mbd@ifinservices.in Investor Grievance Email: investor@bigshareonline.com
Investor Grievance Email: info@ifinservices.in Contact Person: Mr. Aniket Chindarkar
Contact Person: Mr. Pradip Sandhir SEBI Reg. No.: INR000001385
SEBI Reg. No.:INM000012856
ISSUE PROGRAMME
ISSUE OPENS ON: February 21, 2023 (Tuesday) ISSUE CLOSES ON: February 24, 2023 (Friday)
 Prospectus
Dated: February 15, 2023
Please read section 26 and 32 of the Companies Act, 2013
Fixed Price Issue

PATRON EXIM LIMITED

CIN: U24100GJ2022PLC134939

Our Company was originally formed and registered as a partnership firm under the Partnership Act, 1932 (“Partnership Act”) in the name and style of “M/s Arvind Traders”,
pursuant to a deed of partnership dated April 01, 1982. Subsequently, the Constitution of the partnership firm was changed pursuant to partnership deed dated April 01, 1992,
April 01, 1994 and May 16, 2015. "M/s. Arvind Traders" was thereafter converted from a partnership firm to a private limited company under Part I chapter XXI of the
Companies Act, 2013 in the name of “Patron Exim Private Limited” and received a Certificate of Incorporation dated August 24, 2022 bearing Corporate Identification
Number U51909GJ2022PTC134939 from the Assistant Registrar of Companies, Central Registration Centre, our Company was converted in to a public limited Company
pursuant to a special resolution passed by our shareholders at the EGM held on October 10, 2022 and consequently the name of our Company was changed to “Patron Exim
Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies, Ahmedabad, dated December 2, 2022. The CIN of the Company is
U24100GJ2022PLC134939. For further details, please refer the chapter titled “History and Certain Corporate Matters” beginning on page 83 of this Prospectus.

Registered office: 411, Safal Perlude, B/h Ashwaraj Bunglows, 100 FT Road, Prahladnagar, Vejalpur, Ahmedabad – 380015, Gujarat, India.
Tel No.: +91 99799 78393; Website: www.patronexim.com; E-Mail: info@patronexim.com
Contact Person: Sonia Kakani, Company Secretary and Compliance Officer
PROMOTER OF THE COMPANY: MR. NARENDRAKUMAR PATEL AND MRS. SUSHILABAHEN PATEL
THE ISSUE
INITIAL PUBLIC ISSUE OF 61,80,000 EQUITY SHARES OF FACE VALUE OF `10/- EACH OF PATRON EXIM LIMITED (“PEL” OR THE “COMPANY” OR
THE “ISSUER”) FOR CASH AT A PRICE OF `27/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF `17/- PER EQUITY SHARE (THE “ISSUE
PRICE”) AGGREGATING TO `1668.60 LACS (“THE ISSUE”), OF WHICH 3,16,000 EQUITY SHARES OF FACE VALUE OF `10/- EACH FOR CASH AT A
PRICE OF ` 27/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF `17/- PER EQUITY SHARE AGGREGATING TO ` 85.32 LACS WILL BE
RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE
MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF 58,64,000 EQUITY SHARES OF FACE VALUE OF `10/- EACH AT A PRICE OF `27/- PER
EQUITY SHARE AGGREGATING TO ` 1583.28 LACS IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL
CONSTITUTE 26.66% AND 25.30% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER
DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE NO. 148 OF THIS PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS 2.7 TIMES OF THE FACE VALUE
This issue is being made through Fixed Price Process in terms of Chapter IX of the Securities And Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as amended (“SEBI ICDR Regulations”) and allocation in the net issue to the public will be made in terms of regulation 253 of the SEBI ICDR Regulations. In
terms of the Regulation 19(2)(B)(I) of the Securities Contracts (Regulations) Rules, 1957, as amended (the “SCRR”), the issue is being made for at least 25% of the post-paid up
Share capital of our Company. All the bidders, shall participate in the issue through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their
respective bank account (including UPIID for RIIs using UPI Mechanism) wherein the bid amount will be blocked by the SCSBs or under the UPI mechanism, as the case may be, to
the extent of respective Bid amounts. For details Please refer to chapter titled “Issue Procedure” beginning on Page 157 of this Prospectus.
All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account and UPI
ID in case of RII‟s, if applicable, in which the application amount shall be blocked by the Self-Certified Syndicate Banks (“SCSBs”) or under UPI Mechanism as the case may be.
For details in this regard, specific attention is invited to chapter titled "Issue Procedure" on page 157 of this Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the securities of our Company. The face value of the shares is `10/- per Equity Shares and the
Issue price is 2.7 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager) as stated in the chapter titled on “Basis for Issue
Price” beginning on page no. 57 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 of our Company nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and 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 offering. 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 offered in the Issue have neither been recommended nor approved by
Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors
is invited to the section titled “Risk Factors” beginning on page no.19 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 the Prospectus are proposed to be listed on the BSESME Platform. In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as
amended from time to time. Our Company has received an approval letter dated January 25, 2023 from BSE for using its name in this offer document for listing of our shares on the
SME Platform of BSE. For the purpose of this Issue, the designated Stock Exchange will be the BSE Limited (“BSE”).
LEAD MANAGER REGISTRAR TO THE ISSUE
INTERACTIVE FINANCIAL SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED
Address: 612, 6th Floor, Shree Balaji Heights, Kokilaben Vyas Marg, Address: Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to
Ellisbridge, Ahmedabad – 380 009, Gujarat, India Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai -
Tel No.:079 46019796 400093
(M) +91-9898055647 Tel No: +91 22-62638200
Web Site :www.ifinservices.in Fax No +91 22-62638299
Email : mbd@ifinservices.in Website: www.bigshareonline.com
Investor Grievance Email: info@ifinservices.in E-Mail: ipo@bigshareonline.com
Contact Person: Mr. Pradip Sandhir Investor Grievance Email: investor@bigshareonline.com
SEBI Reg. No.:INM000012856 Contact Person: Mr. Aniket Chindarkar
SEBI Reg. No.: INR000001385
ISSUE PROGRAMME
ISSUE OPENS ON: February 21, 2023 (Tuesday) ISSUE CLOSES ON: February 24, 2023 (Friday)
 Contents Page No.
Cover Page
Section I – General
Definitions and Abbreviations 1
General Terms 1
Company Related Terms 1
Issue Related Terms 2
Technical And Industry Related Terms 7
Conventional Terms and Abbreviations 8
Forward Looking Statements 12
Presentation of Financial, Industry and Market Data 13
Summary of Issue Documents 14
Section II – Risk Factors 19
Section III – Introduction
The Issue 30
Summary of Our Financial Information 31
General Information 34
Capital Structure 43
Section IV – Particulars of the Issue
Objects of the Issue 52
Basis For Issue Price 57
Statement of Tax Benefits 60
Section V – About Company
Industry Overview 63
Business Overview 69
Key Industry Regulations and Policies 75
History and Certain Corporate Matters 83
Our Management 86
Our Promoters and Promoter Group 95
Financial Information of Our Group Companies 98
Dividend Policy 101
Section VI – Financial Information
Restated Financial Information 102
Management’s Discussion and Analysis of Financial Condition and Results of Operations 124
Other Financial Information 130
Section VII – Legal and Other Regulatory Information
Outstanding Litigation and Material Developments 131
Government and Other Statutory Approvals 137
Other Regulatory and Statutory Disclosures 139
Section VIII – Issue Related Information
Terms of The Issue 148
Issue Structure 155
Issue Procedure 157
Restrictions on Foreign Ownership of Indian Securities 184
Section IX – Description of Equity Shares and Terms of the Articles of Association
Main Provisions of Articles of Association 187
Section X – Other Information
Material Contracts and Documents for Inspection 207
Section XI – Declaration 208
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies
or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act,
regulations, rules, guidelines or policies shall be to such legislation, act, regulations, rules, guidelines or policies
as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include
any subordinate legislation made from time to time under that provision.

The words and expressions used in this Prospectus, but not defined herein shall have the meaning ascribed to such
terms under SEBI ICDR Regulations, 2018 the Companies Act, 2013 the SCRA, the Depositories Act, 1996 and
the rules and regulations made there under.

Notwithstanding the foregoing, the terms not defined but used in the chapters titled “Statement of Tax Benefits”,
“Restated Financial Statements”, “Outstanding Litigation and Material Developments” and section titled “Main
Provisions of Articles of Association” beginning on page nos. 60, 102, 131 and 187, respectively, shall have the
meanings ascribed to such terms in the respective sections.

GENERAL TERMS

Term Description
“PEL”, “PATRON”, “our Patron Exim Limited, a public limited company incorporated under the Companies
Company”, “we”, “us”, Act, 2013 and having Registered Office at 411, Safal Perlude, B/h Ashwaraj
“our”, “the Company”, “the Bunglows, 100 FT Road, Prahladnagar, Vejalpur, Ahmedabad - 380015
Issuer Company” or “the
Issuer”
Promoters Narendrakumar Patel and Sushilabahen Patel
Promoter Group Companies, individuals and entities (other than companies) as defined under
Regulation 2 sub-regulation (pp) of the SEBI ICDR Regulations, 2018.
“you”, “your” or “yours” Prospective Investors in this Issue

COMPANY RELATED TERMS

Term Description
Articles / Articles of Articles of Association of our Company as amended from time to time
Association/AOA
Auditors of the Company The Statutory auditors of our Company, being M/s J M Patel & Bros, Chartered
Accountants.
Audit Committee Audit Committee of our Company constituted in accordance Section 177 of the
Companies Act, 2013 and as described in the chapter titled “Our Management”
beginning on page 86 of this Prospectus.
Associate Companies A body corporate in which our company has a significant influence and includes a
joint venture company.
Board of Directors / Board The Board of Directors of our Company or a committee constituted thereof
Company Secretary and The Company Secretary of our Company, being Sonia Kakani.
Compliance Officer
Chief Financial Officer/ CFO The Chief Financial Officer of our Company, being Hardikkumar Patel.
Act or Companies Act Companies Act, 1956 and/ or the Companies Act, 2013, as amended from time to
time.
CIN Corporate Identification Number
CMD Chairman and Managing Director
Depositories Act The Depositories Act, 1996, as amended from time to time
Director(s) Director(s) of Patron Exim Limited unless otherwise specified
Equity Shares Equity Shares of our Company having Face Value of ` 10 each unless otherwise
specified in the context thereof
Equity Shareholders / Persons /entities holding Equity Shares of our Company

1
Shareholders
ED Executive Director
Fresh Issue The fresh issue of 61,80,000 Equity Shares at a price of Rs. 27 per equity share
aggregating to Rs. 1668.60 lakhs to be issued by our Company as part of the Offer,
in terms of the Prospectus.
Group Companies Companies (other than our Corporate Promoters and Subsidiaries) with which there
were related party transactions as disclosed in the Restated Financial Statements as
covered under the applicable accounting standards, and as disclosed in “Financial
Information of Our Group Companies” on page 98 of this Prospectus
Independent Director Independent directors on the Board, and eligible to be appointed as an independent
director under the provisions of Companies Act and SEBI Listing Regulations. For
details of the Independent Directors, please refer to chapter titled “Our
Management” beginning on page 86 of this Prospectus
Indian GAAP Generally Accepted Accounting Principles in India
ISIN International Securities Identification Number is INE0NPA01011
Key Managerial Personnel / The officer vested with executive power and the officers at the level immediately
Key Managerial Employees below the Board of Directors as described in the section titled “Our Management”
on page no. 86 of this Prospectus
MD Managing Director
Materiality Policy The policy on identification of group companies, material creditors and material
litigation, adopted by our Board on December 20, 2022 in accordance with the
requirements of the SEBI (ICDR)Regulations, 2018 as amended from time to time
MOA/ Memorandum / Memorandum of Association of our Company as amended from time to time
Memorandum of Association
Nomination & Remuneration The Nomination and Remuneration Committee of our Board described in the
Committee chapter titled “Our Management” on page 86 of this Prospectus.
Registered Office The Registered office of our Company, located at 411, Safal Perlude, B/h Ashwaraj
Bunglows, 100 FT Road, Prahladnagar, Vejalpur, Ahmedabad GJ 380015 IN.
ROC / Registrar of Registrar of Companies, Ahmedabad.
Companies
Restated Financial The restated audited financial statements of our Company for the Financial Years
Statements ended March 31, 2020, 2021, 2022 and ended November 30, 2022 which comprises
of the restated audited balance sheet, restated audited statement of profit and loss
and the restated audited cash flow statement, together with the annexures and notes
thereto disclosed in chapter titled “Restated Financial Statements” on page 102 of
this Prospectus
Peer Review Auditor Independent Auditor having a valid Peer Review certificate in our case being M/s
M/s J M Patel & Bros, Chartered Accountants
PLC Public Limited Company
PTC Private Limited Company
Stakeholder’s Relationship The Stakeholders Relationship Committee of the Board of Directors constituted as
Committee the Company’s Stakeholder’s Relationship Committee in accordance with Section
178(5) of the Companies Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014 and described in the chapter titled “Our Management”
on page 86 of this Prospectus.
WTD Whole Time Director

ISSUE RELATED TERMS

Terms Description
Abridged Abridged Prospectus to be issued under Regulation 255 of SEBI ICDR Regulations and
Prospectus appended to the Application Form
Acknowledgement Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Issue of
Slip Equity Shares to the successful Applicants.
Applicant Any prospective investor who makes an application for Equity Shares in terms of the
Prospectus

2
Application Form The Form in terms of which the applicant shall apply for the Equity Shares of our Company
Application Lot 4000 Equity Shares and in multiples thereof
Application The amount at which the Applicant makes an application for Equity Shares of our Company
Amount in terms of the Draft Prospectus / Prospectus
Application An application, whether physical or electronic, used by applicants to make an application
Supported by authorising a SCSB to block the application amount in the ASBA Account maintained with
Blocked Amount / the SCSB.
ASBA
ASBA Account An account maintained with the SCSB and specified in the application form submitted by
ASBA applicant for blocking the amount mentioned in the application form.
Allot / Allotment / Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Issue of
Allotted / Equity Shares to the successful Applicants.
Allotment of Equity
Shares
Allottee(s) The successful applicant to whom the Equity Shares are being / have been issued
Allotment Advice Note or advice or intimation of Allotment sent to each successful applicant who have been or
are to be Allotted the Equity Shares after approval of the Basis of Allotment by the
Designated Stock Exchange
Allotment Date Date on which the Allotment is made
Basis of Allotment The basis on which equity shares will be allotted to successful applicants under the Issue and
which is described in the section “Issue Procedure - Basis of allotment” on page no. 180 of
this Draft Prospectus
Bankers to our ICICI Bank Limited
Company
Banker to the Issue Axis Bank Limited
/ Refund Banker /
Public Issue Bank
Business Day Any day on which commercial banks are open for the business.
CAN /Confirmation A note or advice or intimation sent to Investors, who have been allotted the Equity Shares,
of Allocation Note after approval of Basis of Allotment by the Designated Stock Exchange

Client ID Client Identification Number of the Applicant‘s Beneficiary Account

Collection Centers Broker Centers notified by Stock Exchange where bidders can submit the Application Forms
to a Registered Broker. The details of such Broker Centers, along with the names and contact
details of the Registered Brokers, are available on the website of the BSE.
Collecting A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Depository and who is eligible to procure Application Forms at the Designated CDP Locations in terms
Participant or CDP of circular no.GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Controlling Such branches of the SCSBs which co-ordinate Application Forms by the ASBA Bidders
Branches/Controlli with the Registrar to the Issue and the Stock Exchange and a list of which is available at
ng Branches of the www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time
SCSBs
Demographic The demographic details of the Applicant such as their address, PAN, occupation, bank
Details account details and UPI ID (as applicable).
Depositories National Securities Depositories Limited (NSDL) and Central Depository Services Limited
(CDSL) or any other Depositories registered with SEBI under the Securities and Exchange
Board of India (Depositories and Participants) Regulations, 1996, as amended from time to
time.
Depository A depository participant registered with SEBI under the Depositories Act
Participant/DP
Designated CDP Such locations of the CDPs where Applicant can submit the Application Forms to Collecting
Locations Depository Participants.
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

3
 website of the Stock Exchange i.e. www.bseindia.com.
Designated Date The date on which amounts blocked by the SCSBs are transferred from the ASBA Accounts,
as the case may be, to the Public Issue Account or the Refund Account, as appropriate, in
terms of the Prospectus, following which the Board may Allot Equity Shares to successful
Bidders in the Issue
CAN /Confirmation A note or advice or intimation sent to Investors, who have been allotted the Equity Shares,
of Allocation Note after approval of Basis of Allotment by the Designated Stock Exchange
Designated The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and
Intermediaries RTAs, who are categorized to collect Application Forms from the Applicant, in relation to
the Issue
Designated Market Sunflower Broking Private Limited will act as the Market Maker and has agreed to receive or
Maker 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 RTA Such locations of the RTAs where applicant can submit the ASBA Forms to RTAs. The
Locations 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.bseindia.com
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Application Form from the
Branches Applicant sand a list of which is available on the website of SEBI
athttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. Recognized
Intermediaries or at such other website as may be prescribed by SEBI from time to time.
Designated Stock SME Exchange of BSE Limited (“BSE SME”) (BSE)
Exchange
Draft Prospectus This Draft Prospectus dated January 09, 2023 filled with the SME Platform of BSE, prepared
and issued by our Company in accordance with SEBI ICDR Regulations
Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation
under the Issue and in relation to whom the Draft Prospectus /Prospectus constitutes an
invitation to subscribe to the Equity Shares Allotted herein.
Eligible QFIs Qualified Foreign Investors from such jurisdictions outside India where it is not unlawful to
make an offer or invitation to participate in the Issue and in relation to whom the Draft
Prospectus /Prospectus constitutes an invitation to subscribe to Equity Shares issued thereby,
and who have opened dematerialized accounts with SEBI registered qualified depository
participants, and are deemed as FPIs under SEBI FPI Regulations
Electronic Transfer Refunds through ECS, NEFT, Direct Credit or RTGS as applicable
of Funds
Escrow Account(s) Account opened with the Escrow Collection Bank(s) and in whose favour the Investors will
transfer money through direct credit/NEFT/RTGS/NACH in respect of the Applicant
Amount
Escrow Agreement An agreement to be entered among our Company, the Registrar to the Issue, the Escrow
Collection Bank(s), Refund Bank(s) and the Lead Manager for the collection of Application
Amounts and where applicable, for remitting refunds, on the terms and conditions thereof.
Escrow Collection Banks which are clearing members and registered with SEBI as bankers to an issue and with
Bank(s) whom the Escrow Accounts will be opened, in this case being Axis Bank Limited.
First Applicant Applicant whose name appears first in the Application Form in case of a joint application
form and whose name shall also appear as the first holder of the beneficiary account held in
joint names or in any revisions thereof
Foreign Portfolio Foreign Portfolio Investor as defined under SEBI FPI Regulations
Investor /FPIs
General The General Information Document for investing in public issues prepared and issued in
Information accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020,
Document/ GID notified by SEBI, suitably modified and included in the chapter titled “Issue Procedure” on
page 157 of this Prospectus
Issue Agreement The agreement dated January 05, 2023 between our Company and the Lead Manager,
pursuant to which certain arrangements are agreed to in relation to the Issue

4
Issue Opening Date The date on which the Issue opens for subscription
Issue Closing date The date on which the Issue closes for subscription.
Issue Period The periods between the Issue Opening Date and the Issue Closing Date (inclusive of such
date and the Issue Opening Date) during which prospective bidders can submit their
Application Forms, inclusive of any revision thereof. Provided however that the applications
shall be kept open for a minimum of three (3) Working Days for all categories of bidders.
IPO Initial Public Offering
Issue / Issue Size / The Public Issue of 61,80,000 Equity Shares of Face Value of ` 10 each at Rs. 27 (including
Public Issue premium of Rs. 17) per Equity Share aggregating to Rs. 1668.60 Lacs by Patron Exim
Limited.
Issue Price The price at which the Equity Shares are being issued by our Company under this Prospectus
being Rs. 27.
Issue Proceeds The proceeds from the Issue based on the total number of equity shares allotted under the
issue
LM / Lead Manager Lead Manager to the Issue, in this case being Interactive Financial Services Limited
Listing Agreement The Listing Agreement to be signed between our Company and SME Platform of BSE
Limited (“BSE SME”)
Market Making The Market Making Agreement dated January 05, 2023 between our Company, Lead
Agreement Manager and Market Maker
Market Maker The reserved portion of 3,16,000 Equity Shares of face value of `10.00/- each fully paid-up
Reservation for cash at a price of Rs. 27 per Equity Share including a share premium of Rs. 17 per Equity
Portion Share aggregating to Rs. 85.32 Lakhs for the Market Maker in this Issue
MSME Micro Small and Medium Enterprises
Mutual Fund(s) Mutual fund(s) registered with SEBI pursuant to SEBI (Mutual Funds) Regulations, 1996, as
amended from time to time
NBFC Non- Banking Financial Companies
Net Issue The Issue (excluding the Market Maker Reservation Portion) of 58,64,000 Equity Shares of
`10 each at Rs. 27 per Equity Share aggregating to Rs. 1583.28 Lacs by Patron Exim
Limited.
Net Proceeds The Issue Proceeds less the Issue related expenses. For further details, please refer to chapter
titled “Objects of the Issue” on page 52 of this Prospectus
Non-Institutional All Applicants (including Eligible NRIs), who are not QIBs or Retail Individual Bidders and
Bidders / who have applied for Equity Shares for an amount of more than ` 2,00,000.
Non-Institutional
Investor /
NIB/ NII
NPCI National Payments Corporation of India (NPCI), a Reserve Bank of India (RBI) initiative, is
an umbrella organization for all retail payments in India. It has been set up with the guidance
and support of the Reserve Bank of India and Indian Banks Association (IBA)
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
Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization,
body corporate, corporation, company, partnership firm, limited liability partnership firm,
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 may require.
Prospectus The Prospectus dated February 15, 2023 issued in accordance with Companies Act filed with
the SME Platform of BSE Limited (“BSE SME”) under SEBI (ICDR)Regulations 2018.
Public Issue An Account of the Company under Section 40 of the Companies Act, 2013 where the funds
Account shall be transferred by the SCSBs from bank accounts of the ASBA Investors.
Qualified Qualified Institutional Buyers as defined under Regulation 2(1)(ss) of SEBI ICDR
Institutional Buyers Regulations
/ QIBs
Refund Account Account opened / to be opened with a SEBI Registered Banker to the Issue from which the
refunds of the whole or part of the Application Amount, if any, shall be made.

5
Refund through Refunds through NECS, NEFT, direct credit, NACH or RTGS, as applicable.
electronic transfer
of funds
Registered Brokers Stock brokers registered with SEBI as trading members (except Syndicate/sub-Syndicate
Members) who hold valid membership of BSE Limited having right to trade in stocks listed
on Stock Exchange and eligible to procure Application Forms in terms of SEBI circular no.
CIR/CFD/14/2012 dated October 4, 2012
Registrar The agreement dated January 05, 2023 entered between our Company and the Registrar to
Agreement the Issue, in relation to the responsibilities and obligations of the Registrar pertaining to the
Issue.
Registrar and Share Registrar and Share Transfer Agents registered with SEBI and eligible to procure
Transfer Agents or Applications at the Designated RTA Locations in terms of circular no.
RTAs CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar / Registrar to the Issue being Bigshare Services Private Limited
Registrar to the
Issue
Regulations Unless the context specifies something else, this means the SEBI (Issue of Capital and
Disclosure Requirement) Regulations, 2018 as amended from time to time.
Retail Individual Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply for
Investors the Equity Shares of a value of not more than Rs 2,00,000.
Revision Form The form used by the Applicant, to modify the quantity of Equity Shares or the Application
Amount in any of their Application Forms or any previous Revision Form(s) QIB Applicant
and Non-Institutional Applicant are not allowed to lower their Application Forms (in terms
of quantity of Equity Shares or the Application Amount) at any stage. Retail Individual
Bidder scan revise their Application Forms during the Issue Period and withdraw their
Application Forms until Issue Closing Date
SCSB A Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers to an Issue)
Regulations, 1994 and offers the facility of ASBA, including blocking of bank account. A list
of all SCSBs is available on the website of SEBI
athttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time.
SME Platform of The SME platform of BSE, approved by SEBI as an SME Exchange for listing of equity
BSE shares issued under Chapter IX of the SEBI ICDR Regulations.
Sponsor Bank A Banker to the Offer which is registered with SEBI and is eligible to act as a Sponsor Bank
in a public issue in terms of applicable SEBI requirements and has been appointed by the
Company and the Selling Shareholder, in consultation with the LM to act as a conduit
between the Stock Exchanges and NPCI to push the UPI Mandate Request in respect of RIIs
as per the UPI Mechanism, in this case being Axis Bank Limited.
Syndicate Member Intermediaries registered with the SEBI eligible to act as syndicate member and who is
permitted to carry on the activity as an underwriter.
TRS / Transaction The slip or document issued by the Designated Intermediary (only on demand), to the
Registration Slip Applicant, as proof of registration of the Application Form
UPI Unified Payments Interface (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 persons’ bank accounts
using a payment address which uniquely identifies a person's bank a/c.
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL2/OW/P/2021/2481/1/M dated March 16, 2021, SEBI circular number
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number

6
 SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and any subsequent circulars or
notifications issued by SEBI in this regard
UPI ID ID Created on the UPI for single-window mobile payment system developed by NPCI.
UPI Mandate A request (intimating the RIB (Retail Individual Bidder) by way of a notification on the UPI
Request application and by way of a SMS directing the RIB to such UPI mobile application) to the
RIB 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 a RII to make a Bid in the Issue in accordance
with the UPI Circulars.
UPI PIN Password to authenticate UPI transactions.
Underwriters Underwriters to the issue are Sunflower Broking Private Limited and Interactive Financial
Services Limited.
Underwriting The Agreement entered into between the Underwriters and our Company dated January 05,
Agreement 2023
U.S Securities Act U.S Securities Act of 1933, as amended
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1) (lll) of the SEBI ICDR Regulations.
Working Days In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulations, working days 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 Bid/ Offer period, working day
shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial
banks in the city as notified in the Prospectus are open for business.
2. In respect to the time period between the Bid/ Offer closing date and the listing of the
specified securities on the stock exchange, working day shall mean all trading days of the
stock exchange, excluding Sundays and bank holidays in accordance with circular issued by
SEBI.

TECHNICAL AND INDUSTRY RELATED TERMS

Term Description
APIs Active Pharmaceutical Ingredients
ARVs Antiretrovirals
B2B Business to Business
B2C Business to Customers
CDSCO Central Drugs Standard Control Organisation
COD Chemical Oxygen Demand
DCGI Drugs Controller General of India
DCC Drugs Coordination Committee
DGFT Directorate General of Foreign Trade
DGHS Directorate General of Health Services
DIs Drug Intermediates
DPIIT Department for Promotion of Industry and Internal Trade
E-Commerce electronic commerce
EDQM European Directorate of Quality Medicines
FDA Food and Drug Administration
FPP Finished Pharmaceutical Product
FMCG Fast Moving Consumer Goods
GDP Gross Domestic Product
HCQ Hydroxychloroquine
HIV Human Immunodeficiency Virus
HACCP Hazard Analysis & Critical Control Point System
ICMR the Indian Council of Medical Research
IIP Index of Industrial Production
ISO International Organization for Standardization

7
IP Indian pharmacopoeia
IPA Indian Pharmaceutical Association
ISPE International Society for Pharmaceutical Engineering
IT Information Technology
IV (Intravenous)
KSMs Key Starting Materials
MEA Ministry of External Affairs
MoHFW Ministry of Health and Family Welfare
MSME Micro, Small & Medium Enterprises
NIPER National Institutes of Pharmaceutical Education and Research
NPPA National Pharmaceutical Pricing Authority
OTC Over-the-counter
PPE Personal Protective Equipment
PSUs Public Sector Undertakings
PLI Production Linked Incentive
R&D Research And Development
USA United States of America
USD United States Dollar
US-FDA United States Food and Drug Administration
UTV Utility Terrain Vehicle
UV Ultraviolet
WHO World Health Organization

CONVENTIONAL AND GENERAL TERMS/ ABBREVIATIONS

Term Description
A/c Account
Act or Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as amended from time to
time
AGM Annual General Meeting
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under SEBI
AIF Regulations
ASBA Application Supported by Blocked Amount
AS Accounting Standards issued by the Institute of Chartered Accountants of India.
AY Assessment Year
Bn Billion
BG Bank Guarantee
BHIM Bharat Interface for Money
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation Allocation Note
CARO Companies (Auditor’s Report) Order, 2016, as amended
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identity Number
CIT Commissioner of Income Tax
CRR Cash Reserve Ratio
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996 as amended from time to time
Depository A depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 2018, as amended from time to time
DIN Director’s Identification Number
DP/Depository Participant A Depository Participant as defined under the Depository Participant Act, 1996
DP ID Depository Participant’s Identification Number

8
EBIDTA Earnings Before Interest, Depreciation, Tax and Amortization
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EPS Earnings Per Share i.e., profit after tax for a fiscal year divided by the weighted
average outstanding number of equity shares at the end of that fiscal year
FDI Foreign Direct Investment
Financial Year/ Fiscal Year/ The period of twelve months ended March 31 of that particular year
FY
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations there-
under and as amended from time to time
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
Outside India) Regulations, 2000, as amended.
FII Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional
Investors) Regulations, 1995, as amended from time to time) registered with SEBI
under applicable laws in India
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995, as amended.
FIs Financial Institutions
FIPB Foreign Investment Promotion Board
FPI Foreign Portfolio Investor
FVCI Foreign Venture Capital Investor registered under the Securities and Exchange
Board of India (Foreign Venture Capital Investor) Regulations, 2000, as amended
from time to time
GDP Gross Domestic Product
GIR Number General Index Registry Number
Gov/Government/GOI Government of India
GST Act The Central Goods and Services Tax Act, 2017
GST Goods and Services Tax
GSTIN GST Identification Number
HUF Hindu Undivided Family
HNI High Net Worth Individual
ICAI Institute of Chartered Accountants of India
ICSI Institute of Company Secretaries of India
IFRS International Financial Reporting Standard
I.T. Act Income Tax Act, 1961, as amended from time to time
Indian GAAP Generally Accepted Accounting Principles in India
INR/ Rs. / Rupees / ` Indian Rupees, the legal currency of the Republic of India
IPO Initial Public Offering
KMP Key Managerial Personnel
Ltd. Limited
LM Lead Manager
MCA Ministry of Corporate Affairs
Merchant Banker Merchant banker as defined under the Securities and Exchange Board of India
(Merchant Bankers) Regulations, 1992 as amended.
MOF Minister of Finance, Government of India
MOU Memorandum of Understanding
MSMEs Micro, Small & Medium Enterprises
NA Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NPCI National Payments Corporation of India
NOC No Objection Certificate
NR/ Non Residents Non Resident

9
NRE Account Non Resident External Account
NRI Non Resident Indian, is a person resident outside India, as defined under FEMA
and the FEMA Regulations
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
OCB / Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in which
not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003 and immediately before
such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Issue.
p.a. Per annum
P/E Ratio Price/ Earnings Ratio
PAN Permanent Account Number allotted under the Income Tax Act, 1961, as amended
from time to time
PAT Profit After Tax
PBT Profit Before Tax
PIO Person of Indian Origin
PLR Prime Lending Rate
RBI Reserve Bank of India
R&D Research and Development
RBI Act Reserve Bank of India Act, 1934, as amended from time to time
RONW Return on Net Worth
ROCE Return on Capital Employed
RTGS Real Time Gross Settlement
SAT Security Appellate Tribunal
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to Time
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time
SEBI Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
Regulations time, including instructions and clarifications issued by SEBI from time to time.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
/ICDR Regulations/SEBI Requirements) Regulations, 2018, as amended from time to time
ICDR / ICDR
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended from time to time
SEBI Rules and SEBI ICDR Regulations, SEBI (Underwriters) Regulations, 1993, as amended, the
Regulations SEBI (Merchant Bankers) Regulations, 1992, as amended, and any and all other
relevant rules, regulations, guidelines, which SEBI may issue from time to time,
including instructions and clarifications issued by it from time to time.
Sec. Section
Securities Act The U.S. Securities Act of 1933, as amended.
SENSEX Stock Exchange Sensitive Index
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time
to time
SME Small And Medium Enterprises
SME Exchange SME Platform of BSE Limited
Stamp Act The Indian Stamp Act, 1899, as amended from time to time
State Government The Government of a State of India
Stock Exchanges Unless the context requires otherwise, refers to, the BSE Limited
STT Securities Transaction Tax
TAN Tax Deduction Account Number
TDS Tax Deducted at Source
TIN Tax payer Identification Number

10
Tn Trillion
UIN Unique Identification Number
U.S. GAAP Generally accepted accounting principles in the United States of America.
VCFs Venture capital funds as defined in, and registered with SEBI under, the erstwhile
Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996, as amended, which have been repealed by the SEBI AIF Regulations. In
terms of the SEBI AIF Regulations, a VCF shall continue to be regulated by the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996
till the existing fund or scheme managed by the fund is wound up, and such VCF
shall not launch any new scheme or increase the targeted corpus of a scheme. Such
VCF may seek re-registration under the SEBI AIF Regulations.
YoY Year on Year

11
 FORWARD LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of
similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-
looking statements. All forward-looking statements are subject to risks, uncertainties, expectations and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement.

All statements contained in this Prospectus that are not statements of historical facts constitute ‘forward-looking
statements’. All statements regarding our expected financial condition and results of operations, business,
objectives, strategies, plans, goals and prospects are forward-looking statements. These forward-looking
statements include statements as to our business strategy, our revenue and profitability, planned projects and other
matters discussed in this Prospectus regarding matters that are not historical facts. These forward-looking
statements and any other projections contained in this Prospectus (whether made by us or any third party) are
predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or other projections.

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. Important factors
that could cause actual results to differ materially from our expectations include but are not limited to:

Impact of COVID-19 on our business and operations.

General economic and business conditions in the markets in which we operate and in the local, regional,
national and international economies;
Competition from existing and new entities may adversely affect our revenues and profitability;
Political instability or changes in the Government could adversely affect economic conditions in India and
consequently our business may get affected to some extent.
Our business and financial performance is particularly based on market demand and supply of our
products;
The performance of our business may be adversely affected by changes in, or regulatory policies of, the
Indian national, state and local Governments;
Any downgrading of India’s debt rating by a domestic or international rating agency could have a negative
impact on our business and investment returns;
Changes in Government Policies and political situation in India may have an adverse impact on the
business and operations of our Company;
The occurrence of natural or man-made disasters could adversely affect our results of operations and
financial condition.

For further discussion of factors that could cause the actual results to differ from the expectations, see the sections
“Risk Factors”, “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages nos. 19, 69 and 124 of this Prospectus, respectively. By their nature, certain
market risk disclosures are only estimates and could be materially different from what actually occurs in the
future. As a result, actual gains or losses could materially differ from those that have been estimated.

Forward-looking statements reflect the current views as of the date of this Prospectus and are not a guarantee of
future performance. These statements are based on the management’s beliefs and assumptions, which in turn are
based on currently available information. Although our Company believes the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and
the forward-looking statements based on these assumptions could be incorrect. None of our Company, the
Directors, the LM, or any of their respective affiliates have any obligation to update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events,
even if the underlying assumptions do not come to fruition. Our Company and the Directors will ensure that
investors in India are informed of material developments until the time of the grant of listing and trading
permission by the Stock Exchange.

12
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Prospectus are the Republic of India.

Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this
Prospectus

Financial Data

Unless stated otherwise, the financial data in this Prospectus is derived from our audited financial statements for
the period ended November 30, 2022 prepared in accordance with Indian GAAP, the Companies Act and restated
in accordance with the SEBI (ICDR) Regulations, 2018 and the Indian GAAP which are included in this
Prospectus, and set out in the section titled ‘Financial Information’ beginning on page no. 102 of this Prospectus.
Our Financial Year commences on April 1 and ends on March 31 of the following year, so all references to a
particular Financial Year are to the twelve-month period ended March 31 of that year. In this Prospectus,
discrepancies in any table, graphs or charts between the total and the sums of the amounts listed are due to
rounding-off.

There are significant differences between Indian GAAP, IFRS and U.S. GAAP. Our Company has not attempted
to explain those differences or quantify their impact on the financial data included herein, and the investors should
consult their own advisors regarding such differences and their impact on the financial data. Accordingly, the
degree to which the restated financial statements included in this Prospectus will provide meaningful information
is entirely dependent on the reader's level of familiarity with Indian accounting practices. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in the Prospectus should
accordingly be limited.

Any percentage amounts, as set forth in the sections / chapters titled ‘Risk Factors’, ‘Business Overview’ and
‘Management's Discussion and Analysis of Financial Condition and Results of Operations’ beginning on page
nos. 19, 69 and 124 respectively of this Prospectus and elsewhere in this Prospectus, unless otherwise indicated,
have been calculated on the basis of our restated financial statements prepared in accordance with Indian GAAP,
the Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018 and the Indian GAAP.

Industry and Market Data

Unless stated otherwise, industry data used throughout this Prospectus has been obtained or derived from industry
and government publications, publicly available information and sources. Industry publications generally state that
the information contained in those publications has been obtained from sources believed to be reliable but that
their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although our Company
believes that industry data used in this Prospectus is reliable, it has not been independently verified.

Further, the extent to which the industry and market data presented in this Prospectus is meaningful depends on
the reader's familiarity with and understanding of, the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which we conduct our business, and methodologies and
assumptions may vary widely among different industry sources.

Currency and units of presentation

In this Prospectus, unless the context otherwise requires, all references to;

• ‘Rupees’ or ‘`’ or ‘Rs.’ or ‘INR’ are to Indian rupees, the official currency of the Republic of India.

• ‘US Dollars’ or ‘US$’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of
America, EURO or "€" are Euro currency,

All references to the word ‘Lakh’ or ‘Lac’, means ‘One hundred thousand’ and the word ‘Million’ means ‘Ten
lacs’ and the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One thousand Million’.

13
 SUMMARY OF ISSUE DOCUMENT

SUMMARY OF BUSINESS

Our Company is engaged in the trading and distribution of wide range of pharmaceutical raw material which is
also known as APIs (Active Pharmaceutical Ingredients), industrial chemical, excipient and solvents. Presently
our product portfolio comprises of around 150 AIPs, Excipient, Pharma Chemical & Intermediates. We are also in
the trading of variety of chemicals, such as, Petrochemicals, Dyes & Pigment Chemicals, Paints & Speciality
Chemical, Agro Chemicals, Oil & Refinery Chemicals, Foam & Adhesive, Plywood & Laminates Chemical. The
range of Chemicals also includes food industry & water treatment chemicals, resins & plastics chemicals,
polymers and additives etc. As on date of the prospectus, our business expansion is located in Ahmedabad and the
surrounding area of Gujarat.

For more details, please refer chapter titled “Business Overview” on page 69 of this Prospectus.

SUMMARY OF INDUSTRY

Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally. Transformed
over the years as a vibrant sector, presently Indian Pharma ranks third in pharmaceutical production by volume. In
the last nine years, Indian Pharma sector has grown steadily by CAGR of 9.43%. Pharma sector has been
consistently earning trade surplus. During 2020-21, total pharma export was ₹180555 crore (USD 24.35 Bn)
against the total pharma import of ₹49436 crore (USD 6.66 Bn), thereby generating trade surplus of USD 17.68
Bn. Till end September 2021, total pharma export has been ₹ 87864 crore (USD 11.88 Bn) as against total import
of ` 33636 crore (USD 4.66 Bn), thereby generating a trade surplus of ₹ 54228 crore (USD 7.22 Bn). Major
segments of Indian Pharmaceutical Industry include generic drugs, OTC medicines, bulk drugs, vaccines, contract
research & manufacturing, biosimilars and biologics.

Indian pharmaceutical industry also plays significant role globally. India has the highest number of United States
Food and Drug Administration (USFDA) compliant Pharma plants outside of USA. There are 500 API
manufacturers contributing about 8% in the global API Industry. India is the largest supplier of generic medicines
with 20% share in the global supply by manufacturing 60000 different generic brands across 60 therapeutic
categories. Access to affordable HIV treatment from India is one of the greatest success stories in medicine. India
is one of the biggest suppliers of low-cost vaccines in the world. Because of the low price and high quality, Indian
medicines are preferred worldwide, thereby rightly making the country the “pharmacy of the world”.

For more details, please refer chapter titled “Industry Overview” on page 63 of this Prospectus.

PROMOTERS

The Promoters of our Company are Narendrakumar Gangaramdas Patel and Sushilabahen Narendrakumar Patel.

For detailed information please refer chapter titled, “Our Promoters” and “Our Promoter Group” on page no. 95 of
this Prospectus.

ISSUE SIZE
Initial Public Issue of 61,80,000 Equity Shares of face value of `10/- each of Patron Exim Limited (“PEL” or the
“Company” or the “Issuer”) for cash at a price of `27/- per Equity Share including a share premium of `17/- per
equity share (the “issue price”) aggregating to `1668.60 lacs (“the issue”), of which 3,16,000 Equity Shares of
face value of `10/- each will for cash at a price of ` 27/- per Equity Share including a share premium of `17/- per
equity share aggregating to `85.32 lacs will be reserved for subscription by market maker to the issue (the
“Market Maker Reservation Portion”). The issue less the Market Maker Reservation Portion i.e. Net Issue of
58,64,000 Equity Shares of face value of `10/- each at a price of `27/- per equity share aggregating to ` 1583.28
lacs is herein after referred to as the “Net Issue”. The issue and the net issue will constitute 26.66 % and 25.30%
respectively of the post issue paid up equity share capital of our company. For further details, please refer to
section titled "Terms of The Issue" beginning on page no. 148 of this Prospectus.

OBJECTS OF THE ISSUE

Our Company intends to utilize the Net Proceeds for the following objects (“Objects of the Issue”):

Net Proceeds

14
The details of the proceeds of the issue are summarized in the table below:

Sr. No. Particulars Estimated Amount (` In lakhs)

1. Gross proceeds from the issue 1668.60
2. Less: Issue related expenses 141.60
Net proceeds of the issue 1527.00

Requirement of funds and utilization of Net Proceeds

Sr. No. Particulars Estimated Amount ` In lakhs)

1. Long term Working capital requirement 1147.00
2. General corporate purposes 380.00
Total utilization of net proceeds 1527.00

PRE-ISSUE SHAREHOLDING OF PROMOTERS AND PROMOTER GROUP AS A PERCENTAGE OF

THE PAID-UP SHARE CAPITAL OF THE COMPANY

Sr. Name of share Pre-issue Post Issue

No holder No of equity As a % of Issued No of equity As a % of Issued
shares Capital shares Capital
(i) Promoter
1. Narendrakumar 77,49,900 45.59 77,49,900 33.43
Patel
2. Sushilabahen 77,49,900 45.59 77,49,900 33.43
Patel
TOTAL (A) 1,54,99,800 91.18 1,54,99,800 66.87
(ii) Promoter Group
3. Bhumishth Patel 5,00,000 2.94 5,00,000 2.16
4. Bhumishth Patel -
HUF 5,00,000 2.94 5,00,000 2.16
TOTAL (B) 10,00,000 5.88 10,00,000 4.31
(iii) Public
5. Payalben Patel 5,00,000 2.94 5,00,000 2.16
6. Dahybhai Patel 100 0.00 100 0.00
7. Prafulaben Patel 100 0.00 100 0.00
IPO - - 6180000 26.66
TOTAL (C) 500200 2.94 6680200 28.82
TOTAL (A+B+C) 1,70,00,000 100.00 2,31,80,000 100.00

SUMMARY OF FINANCIAL INFORMATION

Particulars For the Period For the Period For the Year For the Year
ended on ended on ended on ended on
November 30, March 31, 2022 March 31, March 31,
2022 2021 2020
Share Capital (` in Lakhs) 1,500.00 - - -
Net worth (` in Lakhs) 1,625.87 514.46 270.43 259.43
Revenue from Operation (` in Lakhs) 960.00 387.95 2,053.58 2,488.70
Other Income (` in Lakhs) 94.12 113.66 0.14 27.74
Profit after Tax (` in Lakhs) 145.41 83.11 7.31 2.20
Earnings per share (Basic & diluted) (`) 2.40 - - -
Net Asset Value per Equity Share
(Basic & diluted) (`) 10.84 10.00 10.00 10.00
Total borrowings (` in Lakhs) 617.64 0.00 236.99 137.18

15
QUALIFICATIONS OF AUDITORS

The Restated Financial Statements do not contain any qualification requiring adjustments by the Statutory
Auditors.

SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPMENTS

A summary of pending legal proceedings and other material litigations involving our Company is provided below:

Particular Nature of cases No of Amount

outstanding involved
cases (` in lacs)
Litigation against Company Income Tax 1 3.86
The negotiable Instrument Act,
Litigation against the Director of the 1981 3 5.00
Company Income Tax 3 2.10
Litigation filed by the promoter and The negotiable Instrument Act,
directors of the Company 1981 5 145.60
The Negotiable Instrument Act,
Litigation against Group Company 1981 1 2.85
Litigation against Group Company Income Tax 4 75.05

For further details, please refer chapter titled “Outstanding Litigations & Material Developments” beginning on
page 131 of this Prospectus.

RISK FACTORS

For details relating to risk factors, please refer section titled “Risk Factors” on page 19 of this Prospectus.

SUMMARY OF CONTIGENT LIABILITIES OF OUR COMPANY

As on the date of filing this Prospectus there is no contingent liability on the Company.

SUMMARY OF RELATED PARTY TRANSACTIONS

List of relatives:

List of Relatives Narendrakumar Gangaramdas Patel Sushilabahen Narendrakumar Patel

Father Late. Gangaramdas Revabhai Patel Manilal Shankarlal Patel
Mother Late. Parvatiben Gangaramdas Patel Dhuliben Manilal Patel
Brother Natwarlal Gangaramdas Patel Mahendrakumar Manilal Patel
Late. Dahyabhai Gangaramdas Patel Kirtibhai Manilal Patel
Sister Kapilaben Shantilal Patel Vimalaben Manilal Patel
Late. Jyotsanaben Ashokkumar Patel -
Premilaben Satiskumar Patel -
Spouse Sushilabahen Narendrakumar Patel Narendrakumar Gangaramdas Patel
Son Bhumishth Narendrabhai Patel Bhumishth Narendrabhai Patel
Son's Wife Payal Bhumishth Patel Payal Bhumishth Patel

List of concerns in which directors are interested

1. EARUM PHARMACEUTICALS LIMITED

2. EVOQ REMEDIES LIMITED
3. AUXILIA PHARMACEUTICALS PRIVATE LIMITED
4. MADRID DIAMOND PRIVATE LIMITED
5. BHUMISHTH PATEL HUF
6. NARENDRAKUMAR PATEL HUF
7. N G OVERSEAS

16
 8. CURIS TRADELINK
9. ATLANTIS EXIM
10. S N GLOBE INC
11. SOLIS INVENTIONS PRIVATE LIMITED
12. SOLARIS AGRITECH PRIVATE LIMITED
13. EL-FARO VENTURE PRIVATE LIMITED
14. VOGUE LIFESTYLE PRIVATE LIMITED
15. ESPACIO NUTRIWELL PRIVATE LIMITED
16. FINVENTION FINVEST PRIVATE LIMITED
17. ALANTIS COMTRADE LLP
18. ALANTIS GLOVE LLP
19. ALANTIS EXIM LLP
20. OTP ADVISORY LLP
21. OTP TRADEX LLP
(Rs. In Lakhs)
Relation As at As on March 31,
Particulars November
30, 2022 2022 2021 2020
*Sales
Earum Pharmaceuticals Limited Director’s Company 135.96 196.87 30.92 -
Evoq remedies Limited Director’s Company 348.35 52.15 - -
Bhumishth Patel HUF Director’s HUF 67.66 - - -
Director’s
Cedac Medicorp Partnership - - 227.51 -
*Purchase
Auxilia Pharmaceuticals Private Limited Director’s Company 418.93 - - -
Director’s Relatives
Curis Tradelink Proprietorship 84.06 - 61.50 -
Director’s
N G Overseas Proprietorship 97.81 61.56 - -
Director’s
S N Globe INC Proprietorship 47.49 80.84 - -
Director’s
Atlantis Exim Proprietorship - 61.34 55.40 -
Director’s
Cedac Medicorp Partnership - - 100.73 -
*Unsecured Loans
Narendrakumar Patel Director 316.45 - - -
Sushilabahen Patel Director 301.19 - - -
For detailed information on the related party transaction executed by our Company, please refer chapter titled
“Restated Financial Statement” beginning on page 102 of this Prospectus.

FINANCING ARRANGEMENTS

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company during a
period of six (6) months immediately preceding the date of this Prospectus.

WEIGHTED AVERAGE PRICE AT WHICH THE EQUITY SHARES WERE ACQUIRED BY EACH
OF OUR PROMOTERS IN THE ONE YEAR PRECEDING THE DATE OF THIS DRAFT
PROSPECTUS

The promoters have not acquired any Equity Shares in the last one (1) year preceding the date of this Prospectus
other than stated below:

17
Sr. No Name of Promoter No of Equity Shares acquired in the last one Weighted Average Cost
year from the date of this Prospectus of Acquisition (in Rs)
1. Anilkumar Runthala 77,49,900 NIL
2. Harsha Sharma 77,49,900 NIL

AVERAGE COST OF ACQUISITON

The average cost of acquisition per Equity Share to our Promoters as at the date of this Prospectus is:

Sr. No. Name of Promoters No. of Equity Shares held Average Cost of Acquisition in `
1. Narendrakumar Patel 77,49,900 NIL
2. Sushilabahen Patel 77,49,900 NIL
* 75,00,000 Equity Shares allotted to each promoter, pursuant to conversion of partnership firm into the Company
under Part I of Chapter XXI of the Companies Act, 2013 and 10,00,000 Equity Shares allotted to each promoter
pursuant to conversion of unsecured loan into equity shares.

DETAILS OF PRE-ISSUE PLACEMENT

Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Prospectus
till the listing of the Equity Shares.

ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE
YEAR

Except as set out Below, our Company has not issued Equity Shares for consideration other than cash.

No. of Total Name of Allottees No. of Nature of Allotment Benefit

Face Issue
Date of Equity Shares Accrued
Value Price
Allotment Shares Allotted
(Rs.) (Rs.)
allotted
Narendrabhai Patel 75,00,000 Subscription to MOA NIL
pursuant to the
August
1,50,00,000 10 NA conversion of
24, 2022 Sushilabahen Patel 75,00,000 Partnership Firm into
Company
Narendrabhai Patel 10,00,000 Conversion of Reduction
December
20,00,000 10 27 Unsecured Loan in to in
12, 2022 Sushilabahen Patel 10,00,000 Equity Shares borrowings

SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR

Our Company has not undertaken a split or consolidation of the Equity Shares in last one year.

18
 SECTION II – RISK FACTORS

Investment in the Equity Shares involves a high degree of risk. You should carefully consider all of the
information in this Prospectus, including the risks and uncertainties described below and the Financial
Statements incorporated in this Prospectus, before making an investment in the Equity Shares of our Company.
Any potential investor in, and subscribers of, the Equity Shares should also pay particular attention to the fact
that we are governed in India by a legal and regulatory environment which in some material respects may be
different from that which prevails in other countries. In making an investment decision, prospective investors must
rely on their own examination of our Company and the terms of the Issue, including the risks involved. If any or
some combination of the following risks occur or if any of the risks that are currently not known or deemed to be
not relevant or material now, actually occur, our business, prospects, financial condition and results of operations
could suffer, the trading price of the Equity Shares could decline, and you may lose all or part of your investment.
For further details, please refer to chapters titled “Business Overview” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on pages 69 and 124, respectively of this
Prospectus, as well as the other financial and statistical information contained in this Prospectus. If our business,
results of operations or financial condition suffers, the price of the Equity Shares and the value of your
investments therein could decline.

The Risk factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality therein:

1. Some risks may not be material at present but may have a material impact in the near future.
2. Some risks may not be material individually but may be found material when considered collectively
3. Some risks may have material impact qualitatively and not quantitatively and vice-versa

We have described the risks and uncertainties that our management believes are material, but these risks and
uncertainties may not be the only ones we face. Additional risks and uncertainties, including those we are not
aware of, or deem immaterial or irrelevant, may also result in decreased revenues, increased expenses or other
events that could result in a decline in the value of the Equity Shares and may also have an adverse effect on our
business. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the
financial or other implication of any of the risks described in this section. 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 the Equity Shares.

This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the considerations described below and elsewhere in this Prospectus. For further details, please refer to
chapter titled “Forward-Looking Statements” beginning on page 12 of this Prospectus.

Unless otherwise indicated, all financial information included herein are based on our Financial Statements.
Please refer to the section titled “Restated Financial Statements” beginning on page 102 of this Prospectus.

INTERNAL RISK FACTORS:

1. We do not own registered office and from which we operate.

Our Registered Office is located at 411, Safal Prelude, B/h Ashwaraj Bunglow, 100 Ft Road, Prahladnagar,
Vejalpur, Ahmedabad, Gujarat- 380015, Gujarat. The registered office is not owned by our Company. Our
company has taken premises on rental basis and has entered into rent agreement with Payal Patel, relative of our
Director Bhumishth Patel. The premises have been taken by us on lease for a period of 59 Months & 28 Days
from December 01, 2022.

There can be no assurance that the term of the agreements will be renewed and in the event the lessor/licensor
terminates or does not renew the agreements on commercially acceptable terms, or at all, and we may require to
vacate the registered office and identify alternative premises and enter into fresh lease or leave and license
agreement. Such a situation could result in loss of business, time overruns and may adversely affect our operations
and profitability.

2. We have to update the name of our company in some of the statutory approvals and certificates due to the
conversion of our Company in to Public Limited Company.

19
Some of our statutory approvals and certificates are in the name of Patron Exim Private Limited. Since our
company is converted into a public limited company pursuant to shareholder’s resolution dated October 10, 2022
and fresh certificate of incorporation dated December 02, 2022, we have to update the name Patron Exim Limited
on the statutory approvals and certificates. We cannot ensure that we will be able to update the said documents in
a timely manner.

3. Our Company Management is not efficient in recovery from the clients to whom the goods have been sold.

The outstanding debtors of the company are too high in each and every year. The company is not able to
effectively recover the dues from the customers. On account of that major portion of the working capital fund is
blocked in trade receivables. If the Company is not able to recover the funds from the client and the same is turned
in to bad debts then the financial position of the company will be adversely affected. For further details and details
of Trade receivables please refer the section titled “Restated Financial Information” at page 102 of this
Prospectus.

4. One of our Group Company was struck off and has been restored by Registrar of Companies and had paid
penalty for restoration and filing the annual returns.

Our Group Company, Evoq Remedies Limited, was struck off under Section 248(5) of the Companies Act, 2013,
vide public notice No. ROC/AHMD/248(5)/STK-7/998 dated 21.06.2017 issued by ROC for the reason of non-
fling of statutory returns of the Company since its incorporation. Also the directors of the Company
(includingBhumishth Patel being one of the Director of our Company) got disqualified u/s. 164(2) of the
Companies Act, 2013 as a result of such non Compliance. Although the Company have been restored and the
disqualification of directors have been removed vide the order dated 24.07.2018 passed by the Hon’ble National
Company Law Tribunal, Ahmadabad bench, Ahmadabad, under Section 252(3) of the Companies Act, 2013 in the
matter of Co. Appeal No. 67/252(3)/NCLT/AHM/2018, we are not sure that these kind of instance shall not occur
in future with our Company and in such case we might be required to pay heavy penalties to the concerned
authorities including diminishing the integrity and veracity of our Company and the directors thereto.

5. There are outstanding litigations against our Company and the promoters which if determined against us,
could adversely impact financial conditions.

There are outstanding litigations against our Company. The details of this legal proceeding are given below in the
following table:

Particular Nature of cases No of Amount

outstanding involved
cases (` in lacs)
Litigation against Company Income Tax 1 3.86
Litigation against the Director of the The negotiable Instrument Act,1981 3 5.00
Company
Income Tax 3 2.10
Litigation filed by the promoter and The negotiable Instrument Act,1981
directors of the Company 5 145.60
Litigation against Group Company The Negotiable Instrument Act,
1981 1 2.85
Litigation against Group Company Income Tax 4 75.05

For further details regarding outstanding litigations by and against companies please refer the chapter
"Outstanding Litigations and Material Development" on page no. 131 of this Prospectus.

6. Our business requires us to obtain and renew certain registrations, licenses and permits from government
and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely
affect our business operations.

Our business operations require us to obtain and renew from time to time, certain approvals, licenses, registration
and permits, some of which may expire and for which we may have to make an application for obtaining the
approval or its renewal. If we fail to maintain such registrations and licenses or comply with applicable conditions,
then such respective regulatory can impose fine on our company or suspend and/or cancel the approval/licenses
which may affect our business adversely.

20
For more information about the licenses required in our business, please refer section "Government and Other
Statutory Approvals" beginning on page no. 137 of this Prospectus.

7. Significant portion of our revenue is generated from few of our key clients. The loss of any such key
clients, significant reduction in the demand for our services from such clients or deterioration in their
financial condition may adversely affect our business, financial condition, result of operations and cash
flows.

We derive and may continue to derive a significant portion of our revenue from a relatively limited number of
clients. Significant dependence on certain clients may increase the potential volatility of our results of operations,
if we are unable to expand the volumes of our business with our existing clients, maintain our relationship with
our key clients or diversify our client base. Further, any significant reduction in demand for our products from our
key clients, any requirement to lower the price offered by these clients, or any loss or financial difficulties caused
to these clients, or bad debts of the dues from these clients, or change in relationship with the clients could have a
material adverse effect on our business, result of operations, financial conditions and cash flow.

We cannot assure that we shall generate the same quantum of business, or any business at all, and the loss of
business from one or more of them may adversely affect our revenues and results of operations. However, the
composition and revenue generated from these customers might change as we strive to add new customers in the
normal course of business. While we are constantly striving to increase our customer base and reduce dependence
on any particular customer, there is no assurance that we will be able to broaden our customer base in any future
periods, or that our business or results of operations will not be adversely affected by a reduction in demand or
cessation of our relationship with any of our major customers.

8. There are no long term supply agreements for the supply with our vendors/suppliers. Our Business may be
adversely affected if there is any disruption in the trading (raw) material supply or due to non-availability
of trading (raw) material.

We do not have written agreements with our vendors/suppliers and we operate on a purchase order system. There
are no long-term supply agreements for the trading (raw) material. In absence of any such formal contract with our
vendors/suppliers, we are exposed to the risks of irregular supplies or no supplies at all or delayed supplies or
price variation which would materially affect our results of operations.

In the event of any disruption in the raw material supply or the non-availability of raw material in the required
quantity and of required quality from alternate source, the supply schedule to our clients may be adversely
affected impacting the sales and profitability of the Company.

9. There may be potential conflict of interests between our Company and group entity/ company promoted by
our Promoters cum Director.

Our Company is engaged in the business of trading of Pharmaceuticals Raw Materials and chemicals. Our
majority of group entity/company is engaged in trading of pharmaceuticals raw material and chemicals in which
our promoters and/or directors are interested directly or indirectly. Further we have not executed any Non-
Compete Agreement with our Group Entity/Company undertaking not to engage in businesses similar to that of
our Company.

As a result, conflicts of interests may arise in allocating business opportunities amongst our Company, our other
Promoter Group Entities/Company in circumstances where our respective interests diverge. In cases of conflict,
our Promoters may favour our Group Entities/Company in which our Promoters have interests. There can be no
assurance that our Promoters/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 business, results of operations and financial condition. For further
details please refer to chapter titled “FINANCIAL INFORMATION OF OUR GROUP
COMPANIES/ENTITIES” beginning on page no. 98 of this prospectus.

10. Equity Shares of our certain Group Companies are listed on the Stock Exchange, our Listed Group
Companies are subject to certain obligations and reporting requirements under the SEBI (LODR)
Regulations and comply with other SEBI Regulations. Any non-compliances/delay in complying with such
obligations and reporting requirements may affect our reputation, standing and future business.

21
Equity Shares of our certain Group Companies are listed on the Stock Exchange, therefore our listed Group
Companies are subject to the obligations and reporting requirements prescribed under the SEBI (LODR)
Regulations, to the extent applicable, and have to adhere to and comply with other applicable Regulations framed
by SEBI. Our Listed Group Companies endeavours to comply with all such obligations and reporting
requirements, any non-compliance which might have been committed by them, may result into Stock Exchange
and/or SEBI imposing penalties, issuing warnings and show cause notices against them and/or taking actions as
provided under the SEBI Act and the rules and regulations made there under and applicable SEBI Circulars.

In addition to the above, our group companies could in the future make certain errors in compliance and this could
give rise to certain actions on our promoters group. Any such adverse regulatory action or development against
our promoter and Group Companies could affect our reputation, standing and future business.

11. Some of our trading items 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.

We are trading in pharmaceutical raw materials which includes Folic Acid IP, Mefenamic Acid IP, Sertraline
HCL, Sildenafil Citrate and many other such products. These are hazardous in nature. Improper or negligent
handling while trading and/or storing hazardous material and/or substances at our godown may cause personal
injury or loss of life and may further lead to severe damage or destruction to property may result in to financial
losses and criminal liabilities.

12. We do not have any insurance coverage as on the date of the Prospectus, which may have an adverse effect
on the results of our business.

Our Company has not taken any insurance policy for our goods and offices to mitigate risk, lossess or liabilities.
Any such uninsured losses or liabilities could result in an adverse effect on our business operations, financial
conditions and results of operations.

13. We are dependent on third party transportation providers for delivery of trading goods and materials to us
from our suppliers and delivery of trading goods and materials to our clients. Any failure on part of such
service providers to meet their obligations could have a material adverse effect on our business, financial
condition and results of operation.

As trading is our main activities, our success depends on the smooth supply and transportation of the trading
materials and transportation of our trading materials from our suppliers to us/ or our buyers/clients, both of which
are subject to various uncertainties and risks. In addition, trading materials may be lost or damaged in transit for
various reasons including occurrence of accidents or natural disasters. There may also be delay in delivery of
trading materials which may also affect our business and our results of operation negatively. A failure to
maintain a continuous supply of trading materials to us as well as to our clients in an efficient and reliable
manner could have a material and adverse effect on our business, financial condition and results of operations.

14. We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business strategies effectively.
Even though we have successfully executed our business strategies in the past, there is no guarantee that we can
implement the same on time and within the estimated budget going forward, or that we will be able to meet the
expectations of our targeted clients. Changes in regulations applicable to us may also make it difficult to
implement our business strategies. Failure to implement our business strategies would have a material adverse
effect on our business and results of operations.

15. We have issued Equity Shares during the last one year at a price lower than the Issue Price. We have
issued Equity Shares to promoters and others during the last 12 months preceding the date of this
Prospectus at a price lower than the Issue Price as detailed in the following table:

Date of No. of Equity Face Value Issue Considera Remarks

Allotment Shares (`) Price tion
Allotted (`)
August 24, 2022 1,50,00,000 10 - Other Subscription to MOA pursuant to the
Than Cash conversion of Partnership Firm into

22
 Company

16. We do business with our customers on purchase order basis and do not have long term contracts with most
of them.

Our business is conducted on purchase order basis, depending on the requirements of the client preferences and
demand. We do not have long term contracts with most of our customers and there can be no assurance that we
will continue to receive repeat orders from all or any of them, including our longstanding customers. Further, even
if we were to continue receiving orders from our existing clients, there can be no assurance that they will be on the
same terms and conditions, and the new terms may be less favourable to us than those under the present terms.

17. We have unsecured loans from directors and relatives of directors, which are repayable on demand.
Any demand from lenders for repayment of such unsecured loans, may adversely affect our business
operations.

As per our restated financial statements, as on November 30, 2022 we have unsecured loan of `617.64 lakhs from
erstwhile director and their relatives which is repayable on demand. Any demand from lenders for repayment of
such unsecured loans, may adversely affect our liquidity and business operations. For further details of these
unsecured loans, please refer to Chapter titled “Restated Financial Statements” beginning on page - 102 of this
Prospectus. However the outstanding loan was converted in to 20,00,000 Equity Shares at a price of Rs 27/- per
share on December 12, 2022.

18. Failure to manage our inventory could have an adverse effect on our net sales, profitability, cash flow and
liquidity.

The results of operations of our business are dependent on our ability to effectively manage our inventory and
stocks. To effectively manage our inventory, we must be able to accurately estimate customer demand and supply
requirement accordingly. If our management has misjudged expected customer demand it could adversely impact
the results by causing either a shortage of supply or an accumulation of excess inventory. The excess inventory
will need storage space and block our liquidity resulting in to loss.

19. We could be exposed to risks arising from misconduct, fraud and trading errors by our employees and
Business Associates.

Frauds or other delinquencies by employees could include indulging in transactions that exceed authorized limits
or present unacceptable risks to us; hiding unauthorized or unsuccessful trading activities from us; or the improper
use of confidential information. Such misconduct could result in unexpected business risks, losses, invite
regulatory sanctions and seriously harm our reputation and could even lead to litigation. The precautions we take
to prevent and detect these activities may not be effective. Any delinquencies or trading errors on the part of our
employees could materially affect our business operations, financial position and/or reputation.

20. Our Company does not have intellectual property rights over its corporate logo.

We operate in an extremely competitive environment, where generating recognition is a significant element of our
business strategy. Currently, we do not have any corporate logo. In absence of our Registered Logo or Trademark
there are chances of getting damage to our business prospects, reputation and goodwill.

21. Our Loss making group companies in last three years

Our following group companies have made losses during the last three years: (` in Lakhs)
Name of the Group Particulars March March March
Company 31, 2020 31, 2021 31, 2022
Madrid Diamond The Company is in the business of import exporters
Private Limited buyers, dealers, distributors, of all kinds of precious
and semi-precious stones, diamonds, emeralds,
pearls gems, industrial diamonds, synthetic
diamonds, ruby, sapphire, technical and industrial
jewels, ruby balls, agate, quartz, crystals, liquid
crystals, yellow, white metals, jewellers, bullion's,

23
 yellow plates, white plates and ornaments there of. -2,236 -34,320 -17,820
22. Our Company is subject to high working capital requirements and our inability to fund these requirements
in a timely manner may adversely impact our financial performance.

Our Company is engaged in trading and distribution of wide range of pharmaceutical raw material and chemical
formulation products. The working capital requirement of the Company in The Financial Year 2021-22 was of
`513.18 lacs which was financed by the Long term and short term Borrowings and capital as well as Cash
Accruals. The working capital requirement for the FY 2022-23 (up to November 2022) was of ` 2242.23 lacs
which was financed from capital, internal accruals, unsecured loans, The last three years working capital
requirement of the Company is given below.

Basis of estimation of working capital requirement and estimated working capital requirement:
(` In Lacs)
Particulars 31.03.2020 31.03.2021 31.03.2022
Audited Audited Audited
Inventories 212.35 326.38 310.58
Trade Receivables 1046.62 428.86 1123.39
Cash and Bank Balances 0.77 1.12 1.12
Short term loans and Advances 7.36 47.53 22.64
Other Current Assets 6.91 5.53 5.56
Total 1634.01 809.42 1463.29
Less :
Trade Payables 1223.67 283.08 864.65
other Current Liabilities 8.16 11.32 17.56
Short Term Provisions 5.57 9.11 67.9
Total Liabilities 1237.40 303.51 950.11
Net Working Capital 396.61 505.91 513.18
Financed through Capital Internal Cash Accruals 259.43 268.92 513.18
Long term and short term borrowings 137.18 236.99 -

If we are not able to manage the working capital requirement properly then the growth, profitability and business
will be adversely affected.

23. We have experienced negative cash flows in previous years / periods. Any operating losses or negative
cashflows in the future could adversely affect our results of operations and financial condition.

Our Company had negative cash flows from our operating activities, in the previous years as per the Restated
Financial Statements and the same are summarized as under.
(` In Lacs)
Particulars November March 31, March 31, March 31,
30, 2021 2022 2021 2020
Net Cash Generated from Operating Activities (1574.16) 94.55 (88.58) 196.63

24. We have entered into certain transactions with related parties. These transactions or any future
transactions with our related parties could potentially involve conflicts of interest.

We have entered into certain transactions with related parties with our Promoter, Promoter Group, Directors, their
relatives, Group Entities and may continue to do so in future. Our Company has entered into such transactions due
to easy proximity and quick execution. However, there is no assurance that we could not have obtained better and
more favorable terms than from transaction with related parties. Additionally, our company belief that all our
related party transactions have been conducted on an arm’s length basis, but we cannot provide assurance that we
could have achieved more favorable terms had such transactions been entered with third parties. Our Company
may enter into such transactions in future also and we cannot assure that in such events there would be no adverse
affect on results of our operations, although going forward, all related party transactions that we may enter will be
subject to board or shareholder approval, as under the Companies Act, 2013 and the Listing Regulations. For
details of transactions, please refer to “Annexure 30” “Related Party Transactions” on page 121 of Restated
Financial Information.

24
25. Our Promoters, Directors and Key Managerial Personnel may have interest in our Company, other than
reimbursement of expenses incurred or remuneration.

Our Promoters and Directors may be deemed to be interested to the extent of the Equity Shares held by them and
benefits deriving from their shareholding in our Company. Our Promoters are interested in the transactions entered
into between our Company and themselves as well as between our Company and our Group Entities. For further
details, please refer to the chapters titled “Business Overview” and “Our Promoters and Promoter Group”,
beginning on page 69 and 95 respectively and the chapter titled “Annexure 30 - Related Party Transactions” on
page 121 under chapter titled “Restated Financial Statements” beginning on page 102 of this Prospectus.

26. Sale of shares by our promoters or other significant shareholder(s) may adversely affect the trading price
of the Equity Shares.

The sale of shares by the promoters or other significant shareholder(s) may significantly affect the trading price of
our Equity shares. Further the market price generally may be adversely affected on account of the news about the
sale of shares by the promoters. However, the closing of trading windows during the period of financial results
may restrict the promoters from selling the shares in the open market.

27. The issue price of the Equity Shares may not be indicative of market price of our equity shares after the
issue and the market price of our Equity shares may decline below the issue price.

The issue price of our Equity shares is decided on the basis of both qualitative and quantitative factors. The
Company had made good progress in establishing its name in the infrastructure sector. All such point has been
considered in deciding the issue price of the Equity Shares. Please refer chapter titled “Basis for Issue Price
“beginning on the page no 57 of the prospectus. The market price of our equity shares could be subject to change
after the issue and may decline the below the issue price.

28. There is no monitoring agency appointed by Our Company and the deployment of funds are at the
discretion of our Management and our Board of Directors, though it shall be monitored by our Audit
Committee.

As per SEBI (ICDR) Regulations, 2018, as amended, appointment of monitoring agency is required only for Issue
size above Rs. 100 cr. Hence, we have not appointed any monitoring agency to monitor the utilization of Issue
proceeds. However, the audit committee of our Board will monitor the utilization of Issue proceeds in terms of
Listing Agreement. Further, our Company shall inform about material deviations in the utilization of Issue
proceeds to the BSE.

29. Our success depends heavily upon our Promoter and Senior Management for their continuing services,
strategic guidance and financial support.

Our success depends heavily upon the continuing services of Narendrakumar Patel who is the natural persons in
control of our Company. He currently serve as our Managing Director and his experience and vision had played a
key role in obtaining our current reputation and status in the market. We would depend significantly on our Key
Managerial Persons for continuing our business operations successfully. If any member of the senior management
team is unable or unwilling to continue in his present position, we may not be able to replace him easily or at all,
and our business, financial condition, results of operations and prospects may be materially and adversely
affected.

30. We have not identified any alternate source of financing the ‘Objects of the Issue’. If we fail to mobilize
resources as per our plans, our growth plans may be affected.

We have not identified any alternate source of funding and hence any failure or delay on our part to raise money
from this Issue which may delay in the implementation schedule and could adversely affect our growth plans. For
further details of object of Issue and schedule of implementation please refer to the chapter titled “Objects of the
Issue” on page 52 of this Prospectus.

31. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows,
working capital requirements and capital expenditures.

25
Our future ability to pay dividends will depend on our earnings, financial condition and capital requirements.
There can be no assurance that we will generate sufficient income to cover the operating expenses and pay
dividends to the shareholders. Our ability to pay dividends will also depend on our expansion plans. We may be
unable to pay dividends in the near or medium term, and the future dividend policy will depend on the capital
requirements and financing arrangements for the business plans, financial condition and results of operations.

32. Our Promoters and members of the Promoter Group will continue jointly to retain majority control over
our Company after the Issue, which will allow them to determine the outcome of matters submitted to
shareholders for approval.

Post this Issue, our Promoters and Promoter Group will collectively own 71.18% of our equity share capital. As a
result, our Promoter, together with the members of the Promoter Group, will continue to exercise a significant
degree of influence over Company and will be able to control the outcome of any proposal that can be approved
by a majority shareholder vote, including, the election of members to our Board, in accordance with the
Companies Act, 2013 and our Articles of Association. Such a concentration of ownership may also have the effect
of delaying, preventing or deterring a change in control of our Company.

In addition, our Promoters will continue to have the ability to cause us to take actions that are not in, or may
conflict with, our interests or the interests of some or all of our creditors or other shareholders, and we cannot
assure you that such actions will not have an adverse effect on our future financial performance or the price of our
Equity Shares.

33. 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.

34. Our funding requirements and proposed deployment of the Net Proceeds are based on management
estimates and have not been independently appraised, and may be subject to change based on various
factors, some of which are beyond our control.

Our funding requirements and deployment of the Net Proceeds are based on internal management estimates based
on current market conditions, and have not been appraised by any bank or financial institution or another
independent agency. Furthermore, in the absence of such independent appraisal, our funding requirements may be
change subject to the approval of shareholders by passing special resolution pursuant to section 27 of Companies
Act, 2013 through postal ballot or subject to an authority given by the Company in general meeting by way of
special resolution and based on various factors which are beyond our control. For further details, please see the
section titled “Objects of the Issue” beginning on page no. 52 of this Prospectus.

35. Increased competition for skilled employees and salary increases for our employees may reduce our profit
margin.

Due to pandemic situation there is sizable growth in Indian pharmaceutical industry and increased competition for
skilled employees in India over the last two years, wages of skilled employees are increasing at a fast rate.
Accordingly, we may need to increase our levels of employee compensation rapidly to remain competitive in
attracting the quality of employees that our business requires. Salary increases may reduce our profit margins and
have a material and adverse effect on our results of operations.

36. Any future issuance of Equity Shares may dilute the shareholding of the Investor or any sale of Equity
Shares by our Promoters or other significant shareholder(s) may adversely affect the trading price of the
Equity Shares.

26
Any future issuance of Equity Shares by our Company could dilute the shareholding of the investor. Any such
future issuance of our Equity Shares or sales of our Equity Shares by any of our significant shareholders may
adversely affect the trading price of our Equity Shares and could impact our ability to raise capital through an
offering of our securities. While the entire Post-Issue paid-up share capital, held by our Promoters or other
shareholders will be locked-in for a period of 1 (one) year and minimum promoter contribution subject to a
minimum of 20% of our post-Issue paid-up capital will be locked-in for a period of 3 (three) years from the date of
allotment of Equity Shares in the Issue, upon listing of our Equity Shares on the Stock Exchanges. For further
information relating to such Equity Shares that will be locked-in, please refer to the section titled “Capital
Structure” beginning on page 43 of the Prospectus. Any future issuance or sale of the equity shares of our
Company by our Promoters or by other significant shareholder(s) or any perception or belief that such sales of
Equity Shares might occur may significantly affect the trading price of our Equity Shares.

37. There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the BSE SME in
a timely manner or at all.

In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant
to the Issue will not be granted until after the Equity Shares have been issued and allotted. Approval for listing and
trading will require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could
be a failure or delay in listing the Equity Shares on the BSE SME. Any failure or delay in obtaining the approval
would restrict your ability to dispose of your Equity Shares.

38. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop.
Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares
at or above the Issue Price, or at all.

Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market
for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Issue
Price of the Equity Shares is proposed to be determined through a fixed price process in accordance with the SEBI
ICDR Regulations and may not be indicative of the market price of the Equity Shares at the time of
commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares
may be subject to significant fluctuations in response to, among other factors, variations in our operating results of
our Company, market conditions specific to the industry we operate in, developments relating to India, volatility
in securities markets in jurisdictions other than India, variations in the growth rate of financial indicators,
variations in revenue or earnings estimates by research publications, and changes in economic, legal and other
regulatory factors .

39. There are restrictions on daily weekly monthly movement in the price of the equity shares, which may
adversely affect the shareholder’s ability to sell for the price at which it can sell, equity shares at a
particular point in time.

Once listed, we would be subject to circuit breakers imposed by the stock exchange, which does not allow
transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates
independently of the index- based market-wide circuit breakers generally imposed by SEBI. The percentage limit
on circuit breakers is said by the stock exchange based on the historical volatility in the price and trading volume
of the Equity Shares. The stock exchange does not inform us of the percentage limit of the circuit breaker in effect
from time to time, and may change it without our knowledge. This circuit breaker limits the upward and
downward movements in the price of the Equity Shares. As a result of the circuit breaker, no assurance may be
given regarding your ability to sell your Equity Shares or the price at which you may be able to sell your Equity
Shares at any particular time.

40. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under the Income-tax Act, 1961, capital gains arising from the sale of equity shares in an Indian Company are
generally taxable in India except any gain realized on the sale of shares on a Stock Exchange held for more than
12 months will not be subject to capital gains tax in India if the Securities Transaction Tax (“STT”) has been paid
on the transaction. The STT will be levied on and collected by an Indian Stock Exchange on which equity shares
are sold. Any gain realized on the sale of shares held for more than 12 months to an Indian resident, which are
sold other than on a recognized Stock Exchange and as a result of which no STT has been paid, will be subject to

27
long term capital gains tax in India. Further, any gain realized on the sale of shares on a Stock Exchange held for a
period of 12 months or less will be subject to short term capital gains tax. Further, any gain realized on the sale of
listed equity shares held for a period of 12 months or less which are sold other than on a recognized stock
exchange and on which no STT has been paid, will be subject to short term capital gains tax at a relatively higher
rate as compared to the transaction where STT has been paid in India.

EXTERNAL RISK FACTORS

After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the
Equity Shares may not develop.

The price of the Equity Shares on the stock exchange may fluctuate as a result of the factors, including:

4. Volatility in the India and global capital market;

5. Company’s results of operations and financial performance;
6. Performance of Company’s competitors;
7. Adverse media reports on Company;
8. Changes in our estimates of performance or recommendations by financial analysts;
9. Significant developments in India’s economic and fiscal policies; and
10. Significant developments in India’s environmental regulations.

Current valuations may not be sustainable in the future and may also not be reflective of future valuations for
our industry and our Company. There can be no assurance that an active trading market for the Equity Shares
will develop or be sustained after this Issue or that the price at which the Equity Shares are initially traded
will correspond to the price at which the Equity Shares will trade in the market subsequent to this Issue.

1. Global economic, political and social conditions may harm our ability to do business, increase our costs
and negatively affect our stock price.

Global economic and political factors that are beyond our control, influence forecasts and directly affect
performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of
governments, change in regulatory framework, inflation, deflation, foreign exchange fluctuations, consumer
credit availability, consumer debt levels, unemployment trends, terrorist threats and activities, worldwide
military and domestic disturbances and conflicts, and other matters that influence consumer confidence,
spending and tourism.

2. Any changes in the regulatory framework could adversely affect our operations and growth prospects

Our Company is subject to various regulations and policies. For details see section titled “Key Industry
Regulations and Policies” beginning on page 75 of this Prospectus. Our business and prospects could be
materially adversely affected by changes in any of these regulations and policies, including the introduction of
new laws, policies or regulations or changes in the interpretation or application of existing laws, policies and
regulations. There can be no assurance that our Company will succeed in obtaining all requisite regulatory
approvals in the future for our operations or that compliance issues will not be raised in respect of our
operations, either of which could have a material adverse affect on our business, financial condition and
results of operations.

3. Civil disturbances, extremities of weather, regional conflicts and other political instability may have
adverse affects on our operations and financial performance

Certain events that are beyond our control such as earthquake, fire, floods and similar natural calamities may
cause interruption in the business undertaken by us. Our operations and financial results and the market price
and liquidity of our equity shares may be affected by changes in Indian Government policy or taxation or
social, ethnic, political, economic or other adverse developments in or affecting India.

4. Our 100% Revenue is derived from business in India and a decrease in economic growth in India could
materially affect and cause our business to suffer.

We derive 100% of our revenue from our operations in India and, consequently, our performance and the
quality and growth of our business are dependent on the health of the economy of India. However, the Indian

28
 economy may be adversely affected by factors such as adverse changes in liberalization policies, social
disturbances, terrorist attacks and other acts of violence or war, natural calamities or interest rates changes,
which may also affect the microfinance industry. Any such factor may contribute to a decrease in economic
growth in India which could adversely impact our business and financial performance.

5. The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not
develop.

Prior to this Issue, there has been no public market for our Equity Shares. Our Company and the Lead
Manager have appointed Beeline Broking Limited as Designated Market maker for the equity shares of our
Company. However, the trading price of our Equity Shares may fluctuate after this Issue due to a variety of
factors, including our results of operations and the performance of our business, competitive conditions,
general economic, political and social factors, the performance of the Indian and global economy and
significant developments in India’s fiscal regime, volatility in the Indian and global securities market,
performance of our competitors, the Indian Capital Markets and Finance industry, changes in the estimates of
our performance or recommendations by financial analysts and announcements by us or others regarding
contracts, acquisitions, strategic partnership, joint ventures, or capital commitments.

6. Taxes and other levies imposed by the Government of India or other State Governments, as well as other
financial policies and regulations, may have a material adverse impact on our business, financial
condition and results of operations.

Taxes and other levies imposed by the Central or State Governments in India that impact our industry include
income tax and GST and other taxes, duties or surcharges introduced on a permanent or temporary basis from
time to time. There can be no assurance that these tax rates/slab will continue in the future. Any changes in
these tax rates/slabs could adversely affect our financial condition and results of operations.

29
 SECTION III – INTRODUCTION

THE ISSUE

Present Issue in terms of the Prospectus

Issue Details
Equity Shares offered 61,80,000 Equity Shares of ` 10 each at an Issue Price of `27
each aggregating to `1668.60 Lacs
Of which:
Reserved for Market Makers 3,16,000 Equity Shares of ` 10 each at an Issue Price of ` 27 each
aggregating to ` 85.32 Lacs
Net Issue to the Public* 58,64,000 Equity Shares of ` 10 each at an Issue Price of `27
each aggregating to ` 1583.28 Lacs
Of which
Retail Portion 29,32,000 Equity Shares of ` 10 each at an Issue Price of ` 27
each aggregating to ` 791.64 Lacs
Non Retail Portion 29,32,000 Equity Shares of ` 10 each at an Issue Price of ` 27
each aggregating to ` 791.64 Lacs
Pre and Post – Issue Equity Shares
Equity Shares outstanding prior to the Issue 1,70,00,000 Equity Shares of ` 10 each
Equity Shares outstanding after the Issue 2,31,80,000 Equity Shares of ` 10 each
Use of Proceeds For further details please refer chapter titled “Objects of the
Issue” beginning on page no 52 of the Prospectus for information
on use of Issue Proceeds.
Notes
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 section titled Issue Structure beginning on page no. 155 of this Prospectus.

The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on December
20, 2022 and by the shareholders of our Company vide a special resolution passed pursuant to section 62(1)(c) of
the Companies Act, 2013 at the EGM held on January 05, 2023.

*As per the Regulation 253 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
1. individual applicants other than Retail Individual Investors; and
2. 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 per cent. of the issue size on a proportionate
basis, the retail individual investors shall be allocated that higher percentage.

For details, including in relation to grounds for rejection of Applications, refer to “Issue Structure” and “Issue
Procedure” beginning on 155 and 157, respectively. For details of the terms of the Offer, see “Terms of the Issue”
beginning on page 148 of the Prospectus.

30
 SUMMARY OF OUR FINANCIAL INFORMATION

ANNEXURE 01 STATEMENT OF ASSETS AND LIABILITIES AS RESTATED

(Rs. in Lakhs)
As at As on March 31,
Annexure
Particulars November 30,
nos.
2022 2022 2021 2020
Equity & Liabilities
Shareholders' Funds
Share Capital 05 1500.00 514.46 270.43 259.43
Share Application Money - - - -
Reserve & Surplus 05 125.87 - - -
Total (A) 1625.87 514.46 270.43 259.43

Non-Current Liabilities
Long Term Borrowings 06 617.64 - 72.57 -
Deferred Tax Liabilities (Net) - - - -
Long Term Provisions 07 - - - -
Total (B) 617.64 - 72.57 -

Current Liabilities
Short Term Borrowings 08 - - 164.42 137.18
Trade Payables 09 94.49 565.46 251.71 1223.67
Other Current Liabilities 10 8.90 316.75 42.69 8.16
Short Term Provisions 11 100.70 67.90 9.11 5.57
Total (C) 204.09 950.11 467.93 1374.58

Total (D=A+B+C) - TOTAL LIABILITIES 2447.61 1464.57 810.93 1634.01

Fixed Assets
Tangible Asset 12 1.09 1.28 1.51 -
Intangible Asset - - - -
Non-Current Investments 13 - - - -
Long Term Loans & Advances 14 - - - -
Other Non-Current Assets 15 - - - -
Deferred Tax Assets - - - -
Total (E) 1.09 1.28 1.51 -

Current Assets
Current Investments - - - -
Inventories 16 566.05 310.58 326.38 212.35
Trade Receivables 17 1781.67 1123.39 428.86 1406.62
Cash & Bank Balances 18 10.60 1.12 1.12 0.77
Short Term Loans & Advances 19 82.67 22.64 47.53 7.36
Other Current Assets 20 5.53 5.56 5.53 6.91
Total (F) 2446.52 1463.29 809.42 1634.01

Total (G=E+F) - TOTAL ASSETS 2447.61 1464.57 810.93 1634.01

31
ANNEXURE 02 STATEMENT OF PROFITS AND LOSSES AS RESTATED
(Rs. in Lakhs)
Annexure As at November As on March 31,
Particulars
nos. 30, 2022 2022 2021 2020
Revenue
I. Revenue From Operation
Sale of Services and Products 21 960.00 387.95 2053.58 2488.70
II. Other Income 22 94.12 113.66 0.14 27.74
Total Revenue (I+II) 1054.12 501.61 2053.72 2516.44

Expenses
Cost of Material Consumed - - - -
Purchase of Stock in Trade 23 1097.53 321.29 2127.21 2477.91
Changes in Inventories 23 (255.47) 15.80 (114.04) (26.39)
Employee Benefit Expenses 24 4.63 - 8.21 2.40
Finance Cost 25 - 18.48 12.79 11.48
Depreciation and Amortization
Expenses 0.19 0.23 0.27 -
Other Expenses 26 2.59 3.90 4.42 47.04
Total Expenses 849.47 359.70 2038.86 2512.44
Profit before extraordinary items
and tax 204.65 141.91 14.86 4.00
Prior period items (Net) - - - -
Net profit before Tax - Operating
Income 204.65 141.91 14.86 4.00
Provision for Taxes
1. Current taxes 59.24 58.80 7.55 1.80
2. Tax adjustment of earlier years - - - -
3. MAT Credit Entitlements - - - -
4. Deferred tax (Assets)\ Liabilities - - - -
Profit after tax and before
extraordinary items 145.41 83.11 7.31 2.20
Extraordinary items - - - -
Net Profit after extraordinary
items available for appropriation 145.41 83.11 7.31 2.20
Proposed Dividend - - - -
Dividend distribution tax - - - -
Net profit carried to Balance
Sheet 145.41 83.11 7.31 2.20

ANNEXURE 03 STATEMENT OF CASH FLOW, AS RESTATED

(Rs. in Lakhs)
As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
A. Cash Flows from Operating Activities
Net Profit before Tax 204.65 141.91 14.86 4.00
Adjustments for:
Depreciation 0.19 0.23 0.27 -
Share Issue Expenses - - - -
Interest & Finance charges - 18.48 12.79 11.48
Interest Income - - - -
Sundry Balances Written Off (Net) - - - -
Unrealized Loss on Investment - - - -
Loss on sale of Assets - - - -

32
 As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Operating Cash Generated Before Working
Capital Changes 204.84 160.62 27.92 15.48
Decrease (Increase) in Current Investments
(Increase) / Decrease in Inventory (255.47) 15.80 (114.04) (26.39)
(Increase)/ Decrease in Receivables (658.28) (694.52) 977.77 (903.65)
(Increase) / Decrease in Loans and Advances (60.03) 24.89 (40.17) (6.72)
(Increase)/Decrease in Other current assets 0.03 (0.03) 1.38 (1.19)
Increase/(Decrease) in short term borrowing - - - -
Increase/(Decrease) in Trade Payable (770.16) 581.57 (940.59) 1121.09
Increase/(Decrease) in Other Liabilities 24.15 65.02 6.70 1.79
Increase / (Decrease) in Short Term
Provisions - - - -
Increase / (Decrease) in Long Term
Provisions - - - -
Cash generated from operations (1719.76) (7.27) (108.95) 184.93
Less: Direct taxes (paid) / refund 59.24 58.80 7.55 3.78
Net cash from before Extra-ordinary items (1574.16) 94.55 (88.58) 196.63
Extra-ordinary items - - - -
Net Cash Flow from Operating Activities
(A) (1574.16) 94.55 (88.58) 196.63

B. Cash Flows from Investing Activities

Sale / (Purchase) of Fixed Assets (Net) - - (1.78) -
Sale / (Purchase) of Non-Investments (Net) - - - -
Interest Received - - - -
Long term Loans & Advances - - - -
Sale of Investment - - - -
Net Cash Generated from Investing
Activities (B) - - (1.78) -

C. Cash Flow from Financing Activities

Net Increase/(Decrease) in Short Term
Borrowings - - - -
Share Application Money Received - - - -
Proceeds / (Repayment) of Borrowings 617.64 (236.99) 99.81 (187.82)
Increase/(Decrease) in Unsecured Loans - - - -
Proceeds of Share Capital 966.00 160.92 3.69 1.32
Other Income - - - -
Adjustments in Reserves and Surplus (Issue
of bonus Shares) - - - -
Interest Expenses - 18.48 12.79 11.48
Dividend Paid (including Dividend Tax) - - - -
Net Cash from Financing Activities [C] 1583.64 (94.55) 90.71 (197.98)

Net Increase / (Decrease) in Cash and

Cash Equivalents (A + B + C) 9.48 - 0.35 (1.35)
Opening Balance of Cash and Cash
Equivalents 1.12 1.12 0.77 2.12
Closing Balance of Cash and Cash
Equivalents 10.60 1.12 1.12 0.77

33
 GENERAL INFORMATION

Our Company was originally formed as a partnership firm under the Partnership Act, 1932 (“Partnership Act”) in
the name and style of “M/s Arvind Traders”, pursuant to a deed of partnership dated April 23, 1982. Subsequently,
the Constitution of the partnership firm was changed pursuant to partnership deed dated April 01, 1992, April 01,
1994 and May 16, 2015. "M/s. Arvind Traders" was thereafter converted from a partnership firm to a private
limited company under Part I chapter XXI of the Companies Act, 2013 in the name of “Patron Exim Private
Limited” and received a Certificate of Incorporation dated August 24, 2022 bearing Corporate Identification
Number U51909GJ2022PTC134939 from the Assistant Registrar of Companies, Central Registration Centre, our
Company was converted in to a public limited Company pursuant to a special resolution passed by our
shareholders at the EGM held on October 10, 2022 and consequently the name of our Company was changed to
“Patron Exim Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies,
Ahmedabad, dated December 2, 2022. The CIN of the Company is U24100GJ2022PLC134939. For further
details, please refer the chapter titled “History and Certain Corporate Matters” beginning on page 83 of this
Prospectus.

The Corporate Identification Number of our Company is U24100GJ2022PLC134939

Registered & Corporate Office of our Company

PATRON EXIM LIMITED

411, Safal Perlude, B/h Ashwaraj Bunglows,
100 FT Road, Prahladnagar, Vejalpur,
Ahmedabad – 380015, Gujarat, India.
Tel No: +91 99799 78393
Website: www.patronexim.com
E-mail: info@patronexim.com /cs@patronexim.com

ADDRESS OF REGISTRAR OF COMPANIES

Registrar of Companies
Our Company is registered with the Registrar of Companies, Ahmedabad located at:
ROC Bhavan, Opp. Rupal Park Society,
Behind Ankur Bus Stop, Naranpura,
Ahmedabad-380013, Gujarat.

Board of Directors of our Company

Our Board of Directors comprises of the following directors as on the date of filing of this Prospectus
Sr No Name Designation DIN Address
1. Narendrakumar Managing 07017438 111, Glory, Super City, Nr. Hare Krishna
Gangaramdas Patel Director Mandir, Santej Gandhinagar, Gujarat- 382721.
2. Sushilabahen Non-Executive 02516571 Glory 111, Super City, Nr. Hare Krishna
Narendrakumar Patel Director Mandir, Santej, Kalol, Gandhinagar - 382721,
Gujarat, India.
3. Bhumishth Non-Executive 02516641 111, Glory, Super City Township, Iscon
Narendrabhai Patel Director Temple Road, Santej, Gandhinagar – 382721,
Gujarat, India.
4. OmPrakash Independent 07539636 Bahadur Singh Colony, Ward No 10,
TejKaran Agrawal Director Sardarshahar, Churu - Rajasthan – 380022.
5. Sumitkumar Independent 08206567 3/20 Kailashnagar, B/h M.L.A. Quarters,
Jayantibhai Patel Director Chamanpura, Civil Hospital, Ahmedabad -
380016, Gujarat, India.

For further details of our Directors, please refer chapter titled “Our Management” beginning on page 86 of this
Prospectus.

Company Secretary and Compliance Officer

34
Sonia Kakani
411, Safal Perlude, B/h Ashwaraj Bunglows,
100 FT Road, Prahladnagar, Vejalpur,
Ahmedabad – 380015, Gujarat, India.
Tel No: +91- 99799 78393
E-mail: info@patronexim.com /cs@patronexim.com

Note: Investors can contact our Company Secretary and Compliance Officer, the Lead Manager 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,
non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders and non-
receipt of funds by electronic mode etc.

ALL GRIEVANCES RELATING TO THE ASBA PROCESS AND UPI PAYMENT MECHANISM MAY
BE ADDRESSED TO THE REGISTRAR TO THE ISSUE, WITH A COPY TO THE RELEVANT
DESIGNATED INTERMEDIARY WITH WHOM THE ASBA FORM WAS SUBMITTED. THE
APPLICANT SHOULD GIVE FULL DETAILS SUCH AS NAME OF THE SOLE OR FIRST
APPLICANT, ASBA FORM NUMBER, APPLICANT DP ID, CLIENT ID, UPI ID (IF APPLICABLE),
PAN, DATE OF THE ASBA FORM, ADDRESS OF THE APPLICANT, NUMBER OF EQUITY SHARES
APPLIED FOR AND THE NAME AND ADDRESS OF THE DESIGNATED INTERMEDIARY WHERE
THE ASBA FORM WAS SUBMITTED BY THE ASBA APPLICANT.

Further, the investors shall also enclose the Acknowledgement Slip from the Designated Intermediaries in
addition to the documents/ information mentioned above.

Lead Manager to the Issue Registrar to the Issue

Interactive Financial Services Limited Bigshare Services Private Limited
Address: 612, 6th Floor, Shree Balaji Heights, Address: Office No. S6-2, 6th Floor, Pinnacle Business
Kokilaben Vyas Marg, Ellisbridge, Park, Next to Ahura Center, Mahakali Caves Road,
Ahmedabad - 380 009, Gujarat, India Andheri East, Mumbai-400093
Tel No.: +91-9898055647 Tel No: +91 22-62638200
Web Site: www.ifinservices.in Fax No +91 22-62638299
Email: mbd@ifinservices.in Website: www.bigshareonline.com
Investor Grievance Email: info@ifinservices.in E-Mail: ipo@bigshareonline.com
Contact Person: Pradip Sandhir Investor Grievance Email:
SEBI Reg No: INM000012856 investor@bigshareonline.com
Contact Person: Aniket Chindarkar
SEBI Reg. No.: INR000001385
Legal Advisor to the Issue Statutory And Peer Reviewed Auditor
Mauleen N. Marfatia M/s J M Patel & Bros, Chartered Accountants
Address: 1222, 12th. floor, I-SQUARE, Next to Address: 204, Harsh Avenue, Second Floor, Navjivan
Shukan Mall, Science City Road, Ahmedabad – Press Road, Nr. Old High court Crossing, Ahmedabad,
380060, Gujarat, India. Gujarat -380014.
Tel No.: 9898917167 Tel No: 079-27541460
E-Mail: mauleenmarfatia9898@gmail.com E-Mail: jmpatelca@yahoo.co.in
Contact Person: Mauleen Marfatia Membership No.: 030161
Bar Council No.: G/1585/2008 Firm Registration No.: 107707W
Contact Person: CA Jashwant M Patel
Bankers to the Company Bankers to the Issue and Refund Banker and
Sponsor Bank
ICICI Bank Limited AXIS Bank Ltd
Address: 4 Shukan Business Center, Nr Fairdeal Address : Shop No. G1 and 2 Swagat Plaza, Ground
House, Off CG Road, Navrangpura- 380009 Floor, Radhey Kishan Residency, Iskon Ambli Road,
Tel: 9978816050 Ahmedabad – 380058
Fax No.: NA Phone No: 8758474645
Email id: 272430@icicibank.com Email ID :
Contact Person: Divya Natarajan iskonambliroadahmedabad.branchhead@axisbank.com
Website: www.icicibank.com Website: www.axisbank.com
Contact Person: Devang Taunk and Sagar Vaidya

35
SYNDICATE MEMBER(s)

No Syndicate Member have been appointed as on the date of this Prospectus.

DESIGNATED INTERMEDIARIES

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35.

Details relating to designated branches of SCSBs collecting the ASBA application forms are available at the
above-mentioned link.

The list of banks that have been notified by SEBI to act as SCSBs for the UPI process provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. 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 its updated from time to time.

Registered Broker

In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, Applicant can submit
Application form through stock broker network of the Stock Exchange i.e Registered Broker at the Broker center.

The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address,
telephone number and e-mail address, is provided on the website of the SEBI at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes), respectively, as updated from time
to time.

Registrar to the Issue and Share Transfer Agents

In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the RTAs
eligible to accept Applications forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, are provided on the website of the SEBI (www.sebi.gov.in), and updated
from time to time. For details on RTA,
please refer https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10.

Collecting Depository Participants

In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, 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 website of Stock Exchange. 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.

Inter-Se Allocation of Responsibilities

Interactive Financial Services Limited being the sole Lead Manager to this issue shall be undertaking all activities
in relation to this issue. Hence, the statement of inter-se allocation of responsibilities among Lead Manager is not
required.

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 SEBI (ICDR) Regulations, 2018, there is no requirement
of appointing an IPO grading agency.

36
Monitoring Agency

As per regulation 262(1) of SEBI (ICDR) Regulations, the requirement of monitoring agency is not mandatory if
the Issue size is up to ` 10,000 Lakhs. Since the Issue size is only of `1668.60 Lakhs, our Company has not
appointed any monitoring agency for this Issue. However, as per section 177 of the Companies Act, the Audit
Committee of our Company, would be monitoring the utilization of the proceeds of the issue.

APPRAISING ENTITY

No appraising entity has been appointed in respect of any objects of this Issue.

Expert Opinion

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received a written consent from our Statutory & Peer Review Auditor, M/s J M Patel & Bros,
Chartered Accountants, with respect to their report on the Restated Financial Statements dated January 06, 2023
and with respect to the Statement of Tax Benefits dated January 06, 2023, to include their name in this Prospectus,
as required under Companies Act, 2013 read with SEBI (ICDR) Regulations, 2018 as “Expert”, defined in section
2(38) of the Companies Act and such consent has not been withdrawn as on the date of this Prospectus. However,
the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

Trustee

Since this is not a debenture issue, appointment of debenture trustee is not required.

Changes in Auditors During the Last Three Years

M/s. J M Patel & Bros., Chartered Accountants, has been appointed as Statutory Auditor of the Company and
there is no change in Statutory Auditor since incorporation of the company.

Filing of Draft Offer Document/ Offer Document

i. The Draft Prospectus and Prospectus shall be filed with SME Platform of BSE Limited (“BSE SME”)
situated at Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda, Fort, Mumbai - 400001, Maharashtra,
India.

ii. A soft copy of Draft Prospectus shall be submitted to SEBI. However, SEBI will not issue any
observation on the offer document in term of Regulation 246(2) of the SEBI (ICDR) Regulations, 2018.
Further, a soft copy of the Draft Prospectus and Prospectus along with relevant documents shall be filed
with SEBI pursuant to SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19,
2018, through SEBI Intermediary Portal at https://siportal.sebi.gov.in.

iii. A copy of the Prospectus along with the material contracts and documents referred elsewhere in the
Prospectus required to be filed under Section 26 of the Companies Act, 2013 will be delivered to the
Registrar of Companies, Ahmedabad, Gujrat, India situated at ROC Bhavan, Opp Rupal Park Society,
Behind Ankur Bus Stop, Naranpura, Ahmedabad-380013, Gujarat.

Underwriters

Our Company and the LM to the Issue hereby confirm that the Issue is 100% Underwritten.The Underwriting
agreement is dated January 05, 2023 Pursuant to the terms of the Underwriting Agreement; the obligations of the
Underwriters are several and are subject to certain conditions specified therein. The Underwriters have indicated
their intention to underwrite the following number of specified securities being offered through this Issue:

Name and Address of the Underwriter Indicative Amount % of the Net

Number of Underwritten Issue size
Equity Shares (`in Lakhs) Underwritten
Underwritten*
Interactive Financial Services Limited 9,27,000 250.29 15%

37
612, 6th Floor, Shree Balaji Heights, Kokilaben Vyas
Marg, Ellisbridge,Ahmedabad - 380 009,Gujarat, India
Tel No.: +91-9898055647
Web Site: www.ifinservices.in
Email: mbd@ifinservices.in
Investor Grievance Email: info@ifinservices.in
Contact Person: Pradip Sandhir
SEBI Reg No: INM000012856
Sunflower Broking Private Limited 52,53,000 1418.31 85%
5th Floor, Sunflower House, Near Bhaktinagar Circle,
Bhaktinagar, Rajkot - 360002, Gujarat, India
Tel No: +91-98252 22227
Website: https://www.sunflowerbroking.com/
Email: compliance@sunflowerbroking.com
Investor Grievance Email ID:
complaints@sunflowerbroking.com
Contact Person: Bhavik Vora
SEBI Registration No: INZ000195131
Total 61,80,000 1668.60 100%
*Includes 3,16,000 Equity Shares of the Market Maker Reservation Portion which are to be subscribed by the
Market Maker on its own account in order to comply with the requirements of Regulation 261 of SEBI (ICDR)
Regulations 2018.

In the opinion of our Board of Directors of the Company, the resources of the above-mentioned Underwriters are
sufficient to enable them to discharge the underwriting obligations in full.

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 (2) 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 (1) day of receipt of such notification. Our Company shall also
promptly inform 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 from 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.

Market Maker

Our Company and the Lead Manager have entered into an agreement dated January 05, 2023 with the following
Market Maker, duly registered with BSE to fulfill the obligations of Market Making:

Sunflower Broking Private Limited

5th Floor, Sunflower House, Near Bhaktinagar Circle,
Bhaktinagar, Rajkot - 360002, Gujarat, India
Tel No: 9825222227
Website: https://www.sunflowerbroking.com/
Email: compliance@sunflowerbroking.com
Investor Grievance Email ID: complaints@sunflowerbroking.com
Contact Person: Bhavik Vora
SEBI Registration No: INZ000195131
BSE Member Code: 3288

Sunflower Broking Private Limited is registered with BSE SME as a Market Maker and has agreed to receive or
deliver the Equity Shares in the market making process for a period of three (3) years from the date of listing of
our Equity Shares or for a period as may be notified by any amendment to SEBI (ICDR) Regulations, 2018.

38
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 BSE and SEBI regarding this
matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

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
trading hours 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 BSE Limited and SEBI from time
to time. The Market Maker spread (i.e., the difference between the buy and the sell quote) shall not be more
than 10% in compliance with the Market Maker spread requirements or as specified by BSE SME and/or
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 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. The
minimum lot size in the IPO is 4,000 Equity Shares, thus, the minimum depth of the quote shall be such an
amount that the minimum lot of 4,000 Equity Shares is met, until the same is revised by Stock Exchange.

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 4,000 equity shares; however, the same may
be changed by the SME Platform of stock exchange 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 (including the
3,16,000 Equity Shares to be allotted under this Issue to the Market Maker). Any Equity Shares allotted to
Market Maker under this Issue over and above 5% of Issue Size would not be taken into 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. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his
inventory through market making process, the stock exchange may intimate the same to SEBI after due
verification.

7. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the
quotes given by him.

8. There would not be more than five (5) Market Makers for a scrip of the company at any point of time. These
would be selected on the basis of objective criteria to be evolved by the Exchange which would include
capital adequacy, net worth, infrastructure, minimum volume of business etc. The Market Makers may
compete with other Market Maker for better quotes to the investors. At this stage, Sunflower Broking Private
Limited is acting as the sole Market Maker.

9. 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. The securities of the company will be placed in Special Pre-
Open Session (SPOS) and would remain in Trade for Trade settlement for 10 days from the date of listing of
Equity shares on the Stock Exchange.

10. The Market Maker shall start providing quotes from the day of the listing / the day when designated as the
Market Maker for the respective scrip and shall be subject to the guidelines laid down for market making by
the Exchange.

39
11. The Equity Shares of the Issuer will be traded in continuous trading session from the time and day the Issuer
gets listed on BSE SME and Market Maker will remain present as per the guidelines mentioned under BSE
Limited and SEBI circulars or amended from time to time.

12. The Market Maker shall not buy the Equity Shares from the Promoters or Promoter Group of the Issuer or any
person who has acquired Equity Shares from such Promoter or Promoter Group, during the Compulsory
Market Making Period

13. The Promoters’ holding of the Issuer which is locked-in shall not be eligible for offering to Market Maker
during the Compulsory Market Making period. However, the Promoters’ holding of the Issuer which is not
locked in as per SEBI ICDR Regulations can be traded with prior permission of the BSE SME, in the manner
specified by SEBI from time to time.

14. The LM, if required, has a right to appoint a nominee director on the Board of the Issuer any time during the
Compulsory Market Making period provided it meets requirements of the SEBI ICDR Regulations.

15. The Market Maker shall not be responsible to maintain the price of the Equity Shares of the Issuer at any
particular level and is purely supposed to facilitate liquidity on the counter of the Issuer via its 2-way quotes.
The price shall be determined and be subject to market forces.

16. 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 withdrawal on account of force-majeure will be
applicable for non-controllable reasons. The decision of the Exchange for deciding controllable and non-
controllable reasons would be final.

17. Once registered as a Market Maker, he has to act in that capacity for a period as mutually decided between the
Lead Manager and Market Maker. Once registered as a Market Maker, he has to start providing quotes from
the day of the listing/the day when designated as the Market Maker for the respective scrip and shall be
subject to the guidelines laid down for market making by the Stock Exchange.

18. The Market Maker(s) shall have the right to terminate said arrangement by giving a (1) one month notice or
on mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement
Market Maker(s) and execute a fresh arrangement.

19. In case of termination of the abovementioned 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 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 particular 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.

20. Risk containment measures and monitoring for Market Makers: BSE SME Exchange will have all
margins, which are applicable on the BSE main board viz., Mark-to-Market, Value-At-Risk (VAR) Margin,
Extreme Loss Margin, Special Margins and Base Minimum Capital etc. BSE can impose any other margins as
deemed necessary from time-to-time.

21. Punitive Action in case of default by Market Makers: BSE 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 Equity Shares of the Company 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.

40
 22. Price Band and Spreads SEBI Circular bearing reference no: CIR/MRD/DP/02/2012 dated January 20, 2012,
has laid down that for issue size up to ₹ 250 crores, the applicable price bands for the first day shall be

a) In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the equilibrium price.

b) In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading
session shall be 5% of the issue price.

23. Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading.
The following spread will be applicable on the BSE SME.

Sr. No. Market Price Slab (in `) Proposed spread (in % to sale price)
1 Up to 50 9
2 50 to 75 8
3 75 to 100 6
4 Above 100 5

24. After completion of the first three months of market making, in terms of SEBI Circular No.
CIR/MRD/DSA/31/2012 dated November 27, 2012; the Market Maker shall be exempt from providing buy
quote on attaining the prescribed threshold limits (including the mandatory allotment of 5% of Equity Shares
of the Offer). Further, the Market Maker can offer buy quotes only after the Market Maker complies with
prescribed re-entry threshold limits. Only those Equity Shares which have been acquired by the Market Maker
on the platform of the SME Exchange during market making process shall be counted towards the Market
Maker’s threshold. The Market Maker shall be required to provide two way quotes during the first three
months of the market making irrespective of the level of holding.

25. Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading.
The price band shall be 20% and the market maker spread (difference between the sell and the buy quote)
shall be within 10% or as intimated by Exchange from time to time. The call auction is not applicable of those
companies, which are listed at SME platform.

26. 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.

27. Further, the following shall apply to Market Maker while managing its inventory during the process of market
making:

1. The exemption from threshold as per table below shall not be applicable for the first three (3) months of the
Compulsory Market Making Period and the Market Maker shall be required to provide two-way quotes
during this period irrespective of the level of holding.

2. Threshold for market making as per table below will be inclusive of mandatory inventory of 5% of Issue Size
at the time of Allotment in the Issue.

3. Any initial holdings over and above such 5% of Issue size would not be counted towards the inventory levels
prescribed

4. Apart from the above mandatory inventory, only those Equity Shares which have been acquired on the
platform of the Exchange during market making process shall be counted towards the Market Maker's
threshold.

5. Threshold limit will be taken into consideration, the inventory level across market makers.

6. The Market Maker shall give two way quotes till it reaches the upper limit threshold, thereafter it has the
option to give only sell quotes.

7. Two way quotes shall be resumed the moment inventory reaches the prescribed re-entry threshold.

41
8. In view of the market making obligation, there shall be no exemption/threshold on downside. However, in the
event the market maker exhausts his inventory through market making process on the platform of the
Exchange, the Exchange may intimate the same to SEBI after due verification.

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 Rs. 20 Crore 25 % 24 %
Rs. 20 Crore to Rs. 50 Crore 20 % 19 %
Rs.50 Crore to Rs. 80 Crore 15 % 14 %
Above Rs.80 Crore 12 % 11 %

The Market Making arrangement, trading and other related aspects including all those specified above shall be
subject to the applicable provisions of law and / or norms issued by SEBI/ BSE from time to time.

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.

42
 CAPITAL STRUCTURE

Our Equity Share Capital before the issue and after giving effect to the issue, as on the date of filing of this
Prospectus, is set forth below:
Amount (` in Lacs except share data)
Aggregate Aggregate
Sr.
Particulars nominal value at Issue
No.
value Price
a) AUTHORISED SHARE CAPITAL .
2,50,00,000 Equity Shares of face value of `10 each 2500.00
b) ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL
BEFORE THE ISSUE
1,70,00,000 fully paid Equity Shares of face value of Rs. 10 each 1700.00
c) PRESENT ISSUE IN TERMS OF THIS PROSPECTUS
Issue of 61,80,000 Equity Shares of face value of `10 each at a
premium of ` 17 per share 618.00 1668.60
(I) Reservation for Market Maker 3,16,000 Equity Shares of face value of
`10 each at a premium of Rs. ` 17 will be available for allocation to
Market Maker 31.60 85.32
(II) Net Issue to the Public 58,64,000 Equity Shares of face value of `10
each at a premium of `17 per share 586.40 1583.28
Of Net Issue to the Public
(I) 29,32,000 Equity Shares of face value of `10 each at a premium of `17
per share shall be available for allocation for Investors applying for a
value of upto`2 Lakh 293.20 791.64
(II) 29,32,000 Equity Shares of face value of `10 each at a premium of `17
per share shall be available for allocation for Investors applying for a
value above `2 Lakh 293.20 791.64
d) ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE
PRESENT ISSUE
2,31,80,000 Equity Shares of `10 each 2318.00
E. SHARE PREMIUM ACCOUNT
Share Premium account before the Issue 340.00
Share Premium account after the Issue 1390.60

Details of Changes in Authorized Share Capital:

Since Incorporation of our Company, the Authorized share capital has been altered in the manner set forth below:

Sr. AGM/
Date of Change Changes in authorized Capital
No. EGM
On Incorporation
1. - The authorized capital of our company on incorporation comprised of `
(August 24, 2022) 15,00,00,000/- consisting of 1,50,00,000 Equity shares of Rs. 10 each.
The authorized share capital of `15,00,00,000/- consisting of 1,50,00,000
2. December 08, 2022 EGM Equity shares of Rs. 10 each was increased to ` 25,00,00,000/- consisting
of 2,50,00,000 Equity shares of `10/- each.

Note:

43
 • The present Public Issue of 61,80,000 Equity Shares in terms of this Prospectus has been authorized
by the Board of Directors of our Company at its meeting held on December 20, 2022 and by a
special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the Extra
Ordinary General meeting by the shareholders of our Company held on January 05, 2023.

The company has one class of share capital i.e. Equity Shares of Face value of Rs.10/- each only. All equity shares
issued are fully paid-up.

Our Company has no outstanding Convertible Instruments as on date of this Prospectus.

NOTES TO THE CAPITAL STRUCTURE:

A. Share Capital History:

Our existing Share Capital has been subscribed and allotted as under:

Face Issue Reason / Cumulative

No. of Equity Nature of
Date of Allotment Value Price Nature of No. of Equity
Shares allotted Consideration
(Rs.) (Rs.) Allotment Shares
On Incorporation Other than #Subscription
1,50,00,000 10 NA 1,50,00,000
(August 24, 2022) Cash to MoA1
Other than @Preferential
December 12, 2022 20,00,000 10 27 1,70,00,000
Cash allotment2
# The shares issued pursuant to conversion of partnership firm into Company.
@ Preferential Allotment (in form of Conversion of Loan).

• Initial Subscribers to Memorandum of Association subscribed 1,50,00,000 Equity Shares of face value of
`10/- each fully paid at par as per the details given below:

Sr. No Name of the Person No of Shares Subscribed

1. Narendrakumar Patel 75,00,000
2. Sushilabahen Patel 75,00,000
Total 1,50,00,000

• Conversion of Loan in to Equity Shares as on December 12, 2022 of 20,00,000 Equity Shares of face value of
` 10 each fully paid up at a premium of Rs. 17 per share, the details are given below:

Sr. No Name of the Person No of Shares Subscribed

1 Narendrakumar Patel 10,00,000
2 Sushilabahen Patel 10,00,000
Total 20,00,000

B. Equity Share Issued for consideration other than cash:

8. Except as set out below, our Company has not issued Equity Shares for consideration other than cash.

No. of Total Name of Allottees No. of Nature of Allotment Benefit

Face Issue
Date of Equity Shares Accrued
Value Price
Allotment Shares Allotted
(Rs.) (Rs.)
allotted
Narendrabhai Patel 75,00,000 Subscription to MOA NIL
pursuant to the
1,50,00,000 10 NA conversion of
August Sushilabahen Patel 75,00,000 Partnership Firm into
24, 2022 Company
Narendrabhai Patel 10,00,000 Conversion of Reduction
December
20,00,000 10 27 Unsecured Loan in to in
12, 2022 Sushilabahen Patel 10,00,000 Equity Shares borrowings

44
9. Our Company has not revalued its assets since inception and has not issued any Equity Shares (including
bonus shares) by capitalizing any revaluation reserves.

C. Further, our Company has not allotted any Equity Shares pursuant to any scheme approved under section
230-234 of the Companies Act, 2013.

D. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for
our employees and we do not intend to allot any shares to our employees under Employee Stock Option
Scheme / Employee Stock Purchase Scheme from the proposed issue. As and when, options are granted to
our employees under the Employee Stock Option Scheme, our Company shall comply with the SEBI Share
Based Employee Benefits Regulations, 2014.

E. Our Company has not issued any Equity Shares during a period of one year preceding the date of the
Prospectus at a price lower than the Issue price.

F. Our Shareholding Pattern:

The shareholding pattern of our company in accordance with Regulation 31 of SEBI (LODR) Regulations,
2015, as on January 07, 2023:

45
 i. Summary of Shareholding Pattern:

Categ Category of Nos No of fully No of No of Total nos. Shareholdi Number of Voting Rights held No of Shareholding, Number of Number of Number of
ory shareholder of paid-up Partl shares shares held ng as a % in each class of securities (IX) shares as a % Locked in shares equity
(I) (II) shar equity y underlyin (VII) = of total no. Underlying assuming full shares (XII) pledged or shares held
ehol shares held paid- g (IV)+(V)+( of Outstandin conversion of otherwise in
ders (IV) up Depositor VI) shares(calc g convertible encumbered demateriali
(III) equit y Receipts ulated as convertible securities (as (XIII) zed form
y (VI) per SCRR, securities a percentage (XIV)
share 1957) (Including of diluted
s held (VIII) As a Warrants) share capital)
(V) % of (X) (XI)=(VII)+(X
(A+B+C2) ) As a % of
(A+B+C2)
No of Voting Total as a No. As a % No. As a %
Rights % of (a) of total (a) of total
(A+B+C) shares shares
held (b) held (b)
Promoter &
Promoter
(A) Group 4 1,64,99,800 0 0 1,64,99,800 97.06 1,64,99,800 97.06 0 0 0 0 0 0 1,64,99,800
(B) Public 3 500200 0 0 500200 2.94 500200 2.94 0 0 0 0 0 0 500200
Non
Promoter-
( C) Non Public 0 0 0 0 0 0 0 0 0 0 0 0 N.A N.A 0
Shares
underlying
(C1) DRs 0 0 0 0 0 0 0 0 0 0 0 0 N.A N.A 0
Shares held
by Employee
(C2) Trusts 0 0 0 0 0 0 0 0 0 0 0 0 N.A N.A 0
TOTAL 7 1,70,00,000 0 0 1,70,00,000 100 1,70,00,000 100.00 0 0 N.A N.A 1,70,00,000

Note: Our Company will file shareholding pattern of our Company, in the form prescribed under Regulation 31 of the SEBI Listing Regulations, one day prior to the
listing of the Equity Shares. The Shareholding pattern will be uploaded on the website of BSE before commencement of trading of such equity shares.

46
G. The shareholding pattern before and after the Issue:

Sr. No Name of share holder Pre-issue Post Issue

No of equity As a % of No of As a % of
shares Issued equity Issued
Capital shares Capital
(i) Promoter
1. Narendrakumar Patel 77,49,900 45.59 77,49,900 33.43
2. Sushilabahen Patel 77,49,900 45.59 77,49,900 33.43
TOTAL (A) 1,54,99,800 91.18 1,54,99,800 66.87
(ii) Promoter Group
3. Bhumishth Patel 5,00,000 2.94 5,00,000 2.16
4. Bhumishth Patel -HUF 5,00,000 2.94 5,00,000 2.16
TOTAL (B) 10,00,000 5.88 10,00,000 4.31
(iii) Public
5. Payalben Patel 5,00,000 2.94 5,00,000 2.16
6. Dahybhai Patel 100 0.00 100 0.00
7. Prafulaben Patel 100 0.00 100 0.00
IPO - - 6180000 26.66
TOTAL (C) 500200 2.94 6680200 28.82
TOTAL (A+B+C) 1,70,00,000 100.00 2,31,80,000 100.00

1. Details of Major Shareholders

a) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date of
the Prospectus:

Sr. No. Name of shareholder No. of Shares % of Shares Capital

1. Narendrakumar Patel 77,49,900 45.59
2. Sushilabahen Patel 77,49,900 45.59
3. Bhumishth Patel 5,00,000 2.94
4. Payalben Patel 5,00,000 2.94
5. Bhumishth Patel -HUF 5,00,000 2.94
TOTAL 1,69,99,800 100.00

b) List of Shareholder holding 1.00% or more of the paid-up capital of the company ten days prior to
the date of the Prospectus:

Sr. No. Name of shareholder No. of Shares % of Shares Capital

1. Narendrakumar Patel 77,49,900 45.59
2. Sushilabahen Patel 77,49,900 45.59
3. Bhumishth Patel 5,00,000 2.94
4. Payalben Patel 5,00,000 2.94
5. Bhumishth Patel -HUF 5,00,000 2.94
TOTAL 1,69,99,800 100.00

c) List of Shareholder holding 1.00% or more of the paid-up capital of the company one years prior to the
date of the Prospectus: Not Applicable**

d) List of Shareholder holding 1.00% or more of the paid-up capital of the company two years prior to the
date of the Prospectus: Not Applicable**

** Note: Our Company was incorporated on August 24, 2022, hence shareholders holding 1% or
more of the paid up capital of the Company as mention in above in point no. iii & iv is not
applicable.

47
 2. As on date of this Prospectus, there are no outstanding warrants, options or rights to convert debentures,
loans or other financial instruments into our Equity Shares.

3. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment,
right issue or in any other manner during the period commencing from the date of the Prospectus until the
Equity Shares have been listed. Further, our Company presently does not have any intention or proposal to
alter our capital structure within a period of six months from the date of opening of this Issue, by way of
split / consolidation of the denomination of Equity Shares or further issue of Equity Shares (including
issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares) whether
preferential or otherwise except that if we enter into acquisition(s) or joint ventures, we may consider
additional capital to fund such activities or to use Equity Shares as a currency for acquisition or
participation in such joint ventures.

4. Share Capital Build-up of our Promoter & Lock-in

Our Promoters had been allotted Equity Shares from time to time. The following is the Equity share capital
build-up of our Promoters.

Date of Nature of Consideration No. of Cumulative Face Issue/ % of total Lock

Allotment Issue/ Equity No. of Value Transfer Issued In
/ Transfer Allotment Shares Equity (Rs.) Price Capital
(Bonus, Shares Pre- Post-
Rights Issue Issue
etc)
Narendrakumar Patel
August 24,
2022 Subscriber Other than 12,18,000 12,18,000 10 NA 7.16 5.25 3 year
to MOA Cash 62,82,000 75,00,000 10 NA 36.95 27.10 1 year
September
23, 2022 Transfer Cash -5,00,000 70,00,000 10 10 -2.94 -2.16 -
September
23, 2022 Transfer Cash -2,50,000 67,50,000 10 10 -1.47 -1.08 -
September
23, 2022 Transfer Cash -100 67,49,900 10 10 -0.00 -0.00 -
December Conversion Other than
12, 2022 of Loan cash 10,00,000 77,49,900 10 27 5.88 4.31 3 year
TOTAL 77,49,900 45.59 33.43
(A)
Sushilabahen Patel
August 24,
2022 Subscriber Other than 14,18,000 14,18,000 10 NA 8.34 6.12 3 year
to MOA Cash 60,82,000 75,00,000 10 NA 35.78 26.24 1 year
September
23, 2022 Transfer Cash -5,00,000 70,00,000 10 10 -2.94 -2.16 -
September
23, 2022 Transfer Cash -2,50,000 67,50,000 10 10 -1.47 -1.08 -
September
23, 2022 Transfer Cash -100 67,49,900 10 10 -0.00 -0.00 -
December Conversion Other than
12, 2022 of Loan cash 10,00,000 77,49,900 10 27 5.88 4.31 3 year
TOTAL (B) 77,49,900 45.59 33.43
Note: All the Equity Shares allotted and held by our Promoters were fully paid at the time of allotment and none
of the Equity Shares held by our Promoters is pledged.

5. None of our Promoters, Promoters Group, Directors and their relatives have purchased or sold the equity
share of our company during the past six months immediately preceding the date of filing Prospectus
except stated below:

48
Date Of transaction Name of the Purchased No of Transactions Category
Promoter/Director/ /sold shares Price in `
Promoter Group.
September 23, 2022 Narendrakumar Patel Sold 7,50,100 10 Promoter & Director
September 23, 2022 Sushilabahen Patel Sold 7,50,100 10 Promoter & Director
September 23, 2022 Bhumishth Patel Purchased 5,00,000 10 Promoter Group &
Director
September 23, 2022 Bhumishth Patel Purchased 5,00,000 10 Promoter Group
HUF
September 23, 2022 Payalben Patel* Purchased 5,00,000 10 Public
September 23, 2022 Prafullaben Pate* Purchased 100 10 Public
September 23, 2022 Dahyabhai Patel* Purchased 100 10 Public
* The above mentioned shareholders are related to Bhumishth Patel, director of our company.

6. The members of the Promoter Group, our directors or the relatives of our directors have not financed the
purchase by any other person of securities of our Company, other than in the normal course of the business
of the financing entity, during the six months preceding the date of filing of the Prospectus.

7. The average cost of acquisition of or subscription to Equity Shares by our Promoters are set forth in the
table below:*
Sr. No. Name of Promoters No. of Equity Shares held Average Cost of Acquisition in `
1. Narendrakumar Patel 77,49,900 NIL
2. Sushilabahen Patel 77,49,900 NIL
* 75,00,000 Equity Shares allotted to each promoter, pursuant to conversion of partnership firm into the
Company under Part I of Chapter XXI of the Companies Act, 2013 and 10,00,000 Equity Shares allotted to
each promoter pursuant to conversion of unsecured loan into equity shares.

8. Lock in of Promoter:

1. As per clause (a) Regulation 238 of the SEBI (ICDR) Regulations and in terms of the aforesaid table, an
aggregate of 20.00 % of the post-Issue Equity Share Capital of our Company i.e., 46,36,000 equity shares
shall be locked in by our Promoter for three years. The lock-in shall commence from the date of allotment
in the proposed public issue and the last date of lock-in shall be reckoned as three years from the date of
commencement of commercial production or the date of allotment in the public issue whichever is later.
(“Minimum Promoters’ contribution”).

The Promoters’ contribution has been brought in to the extent of not less than the specified minimum
amount and has been contributed by the persons defined as Promoter under the SEBI ICDR Regulations.
Our Company has obtained written consent from our Promoter for the lock-in of 46,36,000 Equity Shares
for three years. The Equity Shares that are being locked in are not ineligible for minimum promoter
contribution in terms of Regulation 237 of the SEBI (ICDR) Regulations, 2018. In connection, we confirm
the following.

• The equity shares offered for minimum 20% promoters contribution have not been acquired in the
preceding three years before the date of prospectus for consideration other than cash and revaluation
of assets or capitalisation of intangible assets is involved in such transaction nor resulted from a
bonus issue by utilisation of revaluation reserves or unrealized profits of the issuer or from bonus
issue against equity shares which are ineligible for minimum promoters’ contribution;
• The minimum promoter Contribution does not include Equity Shares acquired by our Promoter
during the preceding one (1) year, at a price lower than the price at which Equity Shares are being
offered to the public in the Issue;
• The minimum promoter Contribution does not include Equity shares pledged with any creditor.

2. Equity Shares of Promoter locked-in for one year

In addition to 20.00% (46,36,000) of the post-Issue shareholding of our Company shall be locked-in for
three years as the minimum Promoters’ contribution, the balance Pre-Issue Paid-up Equity Share Capital i.e.
1,08,63,800 Equity Shares, would be locked-in for a period of one year from the date of Allotment in the

49
 proposed Initial Public Offering as provided in clause (b) of Regulations 238 of SEBI (ICDR) Regulations,
2018.

9. Lock-in of securities held by persons other than the promoter:

In terms of Regulation 239 of the SEBI (ICDR) Regulations, 2018, the entire pre-issue capital held by the
Persons other than the Promoter shall be locked in for a period of one year from the date of allotment in the
Initial Public Offer. Accordingly, 15,00,200 Equity shares held by the Persons other than the Promoter shall
be locked in for a period of one year from the date of allotment in the Initial Public Offer.

10. Transferability of Lock-in securities:

a) In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018, the Equity Shares held by our Promoters
which are locked in as per the provisions of Regulation 238 of the SEBI (ICDR) Regulations, 2018, may be
transferred to another Promoter or any person of the promoter group or a new promoter or a person in
control of the issuer company, subject to continuation of lock-in in the hands of transferees for the
remaining period and compliance of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 as applicable.
b) In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018, 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 239 of the SEBI (ICDR) Regulations, 2018 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.

11. Other requirements in respect of ‘lock-in’

In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018 the locked-in Equity Shares held by our
Promoter can be pledged only with any scheduled commercial banks or public financial institutions as
collateral security for loans granted by such banks or financial institutions, subject to the following:

A. If the specified securities are locked-in in terms of clause (a) of Regulation 238 of the SEBI (ICDR)
Regulations, 2018, the loan has been granted by such bank or institution for the purpose of financing one
or more of the objects of the issue and the pledge of specified securities is one of the terms of sanction of
the loan;
B. If the specified securities are locked-in in terms of clause (b) of Regulation 238 of the SEBI (ICDR)
Regulations, 2018, and the pledge of specified securities is one of the terms of sanction of the loan.

12. In terms of regulations 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms the securities
issued in dematerialized form then the lock-in is recorded by the depository.

13. Our Company, our Directors and the Lead Manager to this Issue have not entered into any buy-back,
standby or similar arrangements with any person for purchase of our Equity Shares issued by our
Company.

14. All the Equity Shares of our Company are fully paid up equity shares as on the date of this Prospectus.
Further, since the entire money in respect of the Issue is being called on application, all the successful
applicants will be issued fully paid-up equity shares.

15. Neither the Lead Manager, nor their associates hold any Equity Shares of our Company as on the date of
this Prospectus.

16. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for
our employees and we do not intend to allot any shares to our employees under Employee Stock Option
Scheme / Employee Stock Purchase Scheme from the proposed issue. As and when, options are granted to
our employees under the Employee Stock Option Scheme, our Company shall comply with the SEBI
Share Based Employee Benefits Regulations, 2014.

17. 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

50
 with the LM and Designated Stock Exchange. Such inter-se spill over, if any, would be affected in
accordance with applicable laws, rules, regulations and guidelines.

18. As per RBI regulations, OCBs are not allowed to participate in this Issue.

19. Our Company has not raised any bridge loan against the proceeds of this Issue. However, depending on
business requirements, we might consider raising bridge financing facilities, pending receipt of the Net
Proceeds.

20. Our Company undertakes that at any given time, there shall be only one denomination for our Equity
Shares, unless otherwise permitted by law.

21. An Applicant cannot make an application for more than the number of Equity Shares being issued through
this Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to each
category of investors.

22. No payment, direct or indirect in the nature of discount, commission, allowance or otherwise shall be
made either by us or our Promoters to the persons who receive allotments, if any, in this Issue.

23. Our Promoters and the members of our Promoter Group will not participate in this Issue.

24. As on date of this Prospectus, there are no outstanding financial instruments or any other rights that would
entitle the existing Promoters or shareholders or any other person any option to receive Equity Shares after
the Issue.

25. Our Company shall ensure that transactions in the Equity Shares by the Promoter Group between the date
of registering Prospectus with the Registrar of Companies and the Issue Closing Date shall be reported to
the Stock Exchanges within twenty-four hours of such transaction.

26. None of our Key Managerial person holds any Equity Shares in our Company.

27. As on the date of this Prospectus, our Company has 7 Shareholders.

51
 SECTION IV - PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The present Public Issue of 61,80,000 Equity Shares at an issue price of ` 27/- per Equity Share.

Our Company proposes to utilize the Net Proceeds from the issue towards the following objects:

1. Working capital requirement

2. General Corporate Purpose,
3. Meeting Public Issue Expenses.

(Collectively referred to as “Objects”)

The main objects clause and the objects ancillary to the main objects clause as set out in the Memorandum of
Association enables our Company to undertake its existing activities and the activities for which funds are being
raised by our Company through the Fresh Issue.

Net Proceeds

The details of the proceeds of the issue are summarized in the table below:

Sr. No. Particulars Estimated Amount (` In

lakhs)
1. Gross proceeds from the issue 1668.60
2. Less: Issue related expenses 141.60
Net proceeds of the issue 1527.00

Requirement of funds and utilization of Net Proceeds

Sr. No. Particulars Estimated Amount (` In

lakhs)
1. Long term Working capital requirement 1147.00
2. General corporate purposes 380.00
Total utilization of net proceeds 1527.00

The fund requirements mentioned above are based on internal management estimates of our Company and have
not been verified by the lead manager or appraised by any bank or financial institution or any other external
agency. Given the dynamic nature of our business and our Company, we may have to revise the estimates from
time to time on account of various factors beyond our control, such as market conditions, competitive
environment and interest rate fluctuations. Consequently, the fund requirements of our Company are subject to
revisions in the future at the discretion of the management. In addition, the estimated dates of completion of
various plans as described herein are based on management’s current expectations and are subject to change due
to various factors, some of which may not be in our control.

In the event of shortfall of funds for the activities proposed to be financed out of the Net Proceeds as stated
above, our Company may re-allocate the Net Proceeds to the activities where such shortfall has arisen, subject to
compliance with applicable laws. Further, in case of shortfall in the Net Proceeds or cost overruns, our
management may explore a range of options including utilizing our internal accruals or seeking debt financing.

For further details on the risks involved in our proposed fund utilization as well as executing our business
strategies, please see the section titled “Risk Factors” beginning on page. 19 of this Prospectus.

Schedule of implementation and Deployment of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below:
(` In lakhs)
Sr. Particulars Total Amount Estimated utilization Estimated utilization

52
No. Estimated already of net proceeds in of net proceeds in
Cost deployed FY 2022-2023 FY 2023-2024
1. Working capital 1147.00 0 614.00 533.00
requirement
2. General corporate 380.00 0 380.00 0.00
purposes1
Total 1527.00 0 994.00 533.00

1
The amount utilized for general corporate purposes shall not exceed 25.00% of the gross proceeds of the issue.

As indicated above, our Company proposes to deploy the entire Net Proceeds towards the objects as described
in the Financial Year 2022-23. In the event that the estimated utilization of the Net Proceeds in a Financial Year
2022-23 is not completely met, the same shall be utilized, in part or full, in the next Financial Year or a
subsequent period towards the Objects.

Means of Finance

In the event of a shortfall in raising the requisite capital from the Net Proceeds, towards meeting the objects of
the Issue, the extent of the shortfall will be met by internal accruals or debt. In case of any surplus of monies
received in relation to the Fresh Issue, we may use such surplus towards general corporate purposes.

We confirm that there is no requirement to make firm arrangements of finance under Regulation 230(1)(e) of the
SEBI ICDR Regulations 2018 and Clause 9(C) of Part A of Schedule VI of the SEBI (ICDR) Regulations, 2018
through verifiable means towards at least 75% of the stated means of finance, excluding the amounts to be
raised through the issue.

DETAILS OF THE OBJECTS OF THE ISSUE

1. WORKING CAPITAL REQUIREMENTS

The working capital requirement of the Company in The Financial Year 2021-22 was of `513.18 lacs which was
financed by the Long term and short term Borrowings and capital as well as Cash Accruals. The working capital
requirement for the FY 2022-23 (up to November 2022) was of ` 2242.23 lacs which was also financed by the
Long term and short term Borrowings and capital as well as Cash Accruals. The Company is not efficient in
recovery of the outstanding debtors and simultaneously not making the payment to the creditors. In the

Basis of estimation of working capital requirement and estimated working capital requirement:
(` In Lacs)
Particulars 31.03.2020 31.03.2021 31.03.2022 31.03.2023 31.03.2024
Audited Audited Audited Projected Projected
Inventories 212.35 326.38 310.58 745.89 1035.62
Trade Receivables 1046.62 428.86 1123.39 1506.85 1808.22
Cash and Bank Balances 0.77 1.12 1.12 50.00 25.00
Short term loans and Advances 7.36 47.53 22.64 100.00 115.00
Other Current Assets 6.91 5.53 5.56 5.53 10.00
Total 1634.01 809.42 1463.29 2408.27 2993.84
Less :
Trade Payables 1223.67 283.08 864.65 123.29 147.95
other Current Liabilities 8.16 11.32 17.56 15.11 27.90
Short Term Provisions 5.57 9.11 67.9 30.00 45.12
Total Liabilities 1237.40 303.51 950.11 168.40 220.97
Net Working Capital 396.61 505.91 513.18 2239.87 2772.87
Financed through Capital Internal
Cash Accruals 259.43 268.92 513.18 1625.87 1625.87
Long term and short term borrowings 137.18 236.99 0.00
Fund from IPO in 2022-23 614.00 614.00
Fund from IPO in 2023-24 533.00

53
Assumptions for working capital requirements
Particulars No of months holding period Justification for Holding
F.Y. 2019- F.Y.2020- F.Y. 2021-22 F.Y. 2022-23
2020 21 and F.Y.
2023-24
(Estimated)
Finished 32 59 336 121 The Company had decided to
Goods get the credit of 20 day for
better price and also store the
inventory for avoiding price
fluctuation in the products.
Trade 206 76 1057 220 The trade Receivables are
Receivables considering the average credit
period enjoyed by our
customers and we have taken
220 days credit period
considering the past
experience in getting the
realisation of fund and growth
of business.
Trade 182 51 936 20 Generally the company get the
Payables credit period for the basic raw
material for more period but it
has the cost. The company has
decided to get 20 days credit
from the suppliers.

2. General Corporate Purposes

In terms of the SEBI ICDR Regulations, the extent of the Net Proceeds proposed to be used for general
corporate purposes is estimated not to exceed 25.00% of the proceeds of the issue.

Our management will have flexibility in applying Rs.380.00 lakhs of the Net Proceeds towards general
corporate purposes, including but not restricted to financing working capital requirements, capital expenditure,
acquiring business premises, meeting exigencies, etc or any other purpose as may be approved by our Board,
subject to compliance with the necessary provisions of the Companies Act.

Our management in accordance with the policies of the Board will have flexibility in utilizing any amounts for
general corporate purposes under the overall guidance and policies of our Board. The quantum of utilization of
funds towards any of the purposes will be determined by the Board, based on the amount actually available
under this head and the business requirements of our Company from time to time.

Issue Related Expenses

The total expenses of the Issue are estimated to be approximately `141.60 lakhs. The expenses of this include,
among others, underwriting and lead manager fees, printing and distribution expenses, advertisement expenses,
legal fees and listing fees. The estimated issue expenses are as follows:

Activity Estimated As a % of total As a % of

expenses (` in estimated issue Gross Issue
lakhs) related expenses Size
Lead Manger Fees including Underwriting Commission. 24.00 16.95 1.44
Brokerage, selling commission and Marketing 83.60 59.04 5.01
Registrar to the Issue 1.00 0.71 0.06
Legal Advisors 3.00 2.12 0.18
Advertising and marketing expenses 5.00 3.53 0.30
Regulators including stock exchanges 10.00 7.06 0.60

54
 Activity Estimated As a % of total As a % of
expenses (` in estimated issue Gross Issue
lakhs) related expenses Size
Printing and distribution of issue stationary 3.00 2.12 0.18
Others (Market Making fees etc.) 12.00 8.47 0.72
Total estimated issue related expenses 141.60 100.00 8.49

Notes
1. The fund deployed up to January 06, 2023 is Rs. 2.00 Lacs towards issue expenses vide certificate dated
January 06, 2023 having UDIN: 2303016BGRRAX4460 received from M/s J M Patel & Bros, Chartered
Accountants.
2. Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs
ASBA applications procured directly from the applicant and Bided ` 10 per application on wherein
(excluding applications made using the UPI Mechanism, and in case the shares are allotted
Offer is made as per Phase I of UPI Circular)
Syndicate ASBA application procured directly and bided by the Syndicate ` 10 per application on wherein
members (for the forms directly procured by them) shares are allotted
Processing fees / uploading fees on Syndicate ASBA application for SCSBs `10 per application on wherein
Bank shares are allotted
Sponsor Bank shall be payable processing fees on UPI application processed ` 5 per application on wherein
by them shares are allotted
3. No additional uploading/processing charges shall be payable to the SCSBs on the applications directly
procured by them
4. The commissions and processing fees shall be payable within 30 working days post the date of receipt of
final invoices of the respective intermediaries.
5. Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price

Interim use of Net Proceeds

Our Company in accordance with the policies established by the Board from time to time, will have flexibility to
deploy the Net Proceeds. The Net Proceeds pending utilization for the purposes described above, in accordance
with the SEBI ICDR Regulations, our Company shall deposit the funds only in one or more Scheduled
Commercial Banks included in the Second Schedule of Reserve Bank of India Act, 1934.

Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares
of any other listed company or for any investment in the equity markets.

Bridge Financing Facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this
Prospectus which are proposed to be repaid from the Net Proceeds.

Appraisal Report

None of the objects for which the Issue Proceeds will be utilized have been financially appraised by any
financial institutions / banks.

Monitoring Utilization of Funds

As this is a Fresh Issue for less than ` 10,000 lakhs, we are not required to appoint a monitoring agency for the
purpose of the Issue in terms of the SEBI ICDR Regulations.

Our Board and Audit committee shall monitor the utilization of the net proceeds of the Issue. Our Company will
disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant
details, for all such amounts that have not been utilized. Our Company will indicate investments, if any, of
unutilized Net Proceeds in the balance sheet of our Company for the relevant financial years subsequent to the
completion of the Issue.

55
Pursuant to SEBI Listing Regulations, our Company shall disclose to the Audit Committee of the Board of
Directors the uses and applications of the Net Proceeds. Our Company shall prepare a statement of funds
utilized for purposes other than those stated in this Prospectus and place it before the Audit Committee of the
Board of Directors, as required under applicable law. Such disclosure shall be made only until such time that all
the Net Proceeds have been utilized in full. The statement shall be certified by the statutory auditor of our
Company. Furthermore, in accordance with the Regulation 32 of the SEBI Listing Regulations, our Company
shall furnish to the Stock Exchange on a quarterly basis, a statement indicating (i) deviations, if any, in the
utilization of the proceeds of the Issue from the Objects; and (ii) details of category wise variations in the
utilization of the proceeds from the Issue from the Objects. This information will also be published in
newspapers simultaneously with the interim or annual financial results, after placing the same before the Audit
Committee of the Board of Directors.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not
vary the Objects without our Company being authorized to do so by the Shareholders by way of a special
resolution through a postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of
such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required under the
Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the
newspapers, one in English and one in the vernacular language of the jurisdiction where our Registered Office is
situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such
shareholders who do not agree to the above stated proposal, at a price as may be prescribed by SEBI, in this
regard.

None of our suppliers / service providers for utilization of Issue proceeds for various Objects of the Issue are
associated in any manner with our Company or any other related party directly or indirectly.

No part of the Net Proceeds of the Issue will be utilized by our Company as consideration to our Promoters,
members of the Promoter Group, Directors, Group Companies or Key Managerial Employees. Our Company
has not entered into or is not planning to enter into any arrangement / agreements with Promoters, Directors, key
management personnel, associates or Group Companies in relation to the utilization of the Net Proceeds of the
Issue.

Other Confirmation

No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, the Directors,
Associates, Key Management Personnel or Group Companies except in the normal course of business and in
compliance with the applicable law.

56
 BASIS FOR ISSUE PRICE

The Issue Price of `27.00/- per Equity Share is determined by our Company in consultation with the Lead
Manager on the basis of the following qualitative and quantitative factors. The face value of the Equity Share is
`10.00/- per Equity Share and Issue Price is `27.00/- per Equity Share. The Issue Price is 2.7 (Two Point Seven)
times of the face value.

Investors should refer sections / chapters titled “Risk Factors”, “Restated Financial Statements”, “Management
Discussion and Analysis of Financial Condition and Results of Operations” and “Business Overview” beginning
on page 19, 102, 124 and 69 respectively of this Prospectus to get an informed view before making an
investment decision.

The trading price of the Equity shares of our Company could decline due to risk factors and you may lose all or
part of your investments.

Qualitative Factors

Some of the Qualitative Factors, which form the basis for computing the price was

1. Develop cordial relationship with our Suppliers, Customer and employees

2. To build-up a professional organization
3. Leveraging our Marketing skills and Relationships
4. Focus on dealing in quality standard products

For further details, please refer to the paragraph titled “Our Competitive Strengths” in the chapter titled
“Business Overview” beginning on page 69 of this Prospectus.

Quantitative Factors

Information presented below relating to the Company is based on the Restated Financial Statements. Some of
the quantitative factors which form the basis or computing the price, are as follows:

1. Basic and Diluted Earnings Per Share (EPS)

Year ended Weights Basic and Diluted EPS Weights

March 31, 2020 1 0.08 1
March 31, 2021 2 0.27 2
March 31, 2022 3 1.62 3
Weightage Average EPS 5.48 0.91
November 30, 2022* 2.40
*Not Annualized

Note. Basic and Diluted EPS = Net Profit (Loss) after tax as restated attributable to Equity Shareholders /
weighted average no of equity shares outstanding during the year as per restated financials

2. Price to Earnings (P/E) ratio in relation to Issue Price `27.00/- per Equity Share of `10.00/- each
fully paid up

Particulars P/E ratio

P/E ratio based on Basic and diluted EPS as at March 31, 2022 16.67
P/E ratio based on Weighted Average Basic and diluted EPS 29.56
P/E ratio based on Basic and diluted EPS as at November 30, 2022* 11.25
**Industry
Highest 38.03
Lowest 7.43
Average 22.73
*Not Annualized

57
 3. Return on Net worth (RoNW)

Return on Net Worth (RoNW) as per restated financial statements (Standalone)

Year Ended RONW (%) Weight

March 31, 2020 0.85 1
March 31, 2021 2.70 2
March 31, 2022 16.15 3
Weighted Average 9.12
November 30, 2022* 8.94
*Not Annualized
Note: Return on Networth has been calculated as per the following formula:
1) Return on Net Worth (%) = Net Profit after tax attributable to owners of the Company, as restated / Net
worth as restated as at year end.
2) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e.
(RoNW x Weight) for each year/Total of weights.

4. Net Asset Value (NAV)

Particulars ` per share

Net Asset Value per Equity Share as of March 31, 2022 10.00
Net Asset Value per Equity Share as of November 30, 2022 10.84
Net Asset Value per Equity Share after IPO 16.54
Issue Price 27
Note: Net Asset Value has been calculated as per the following formula:

NAV = Net worth excluding revaluation reserve

Outstanding number of Equity shares outstanding during the year

5. Comparison with industry peers

Companies CMP EPS PE RONW NAV (Per Face Total Income
Ratio (%) Share) Value (` in Lakhs)
Patron Exim Limited 27** 1.62 16.67 16.15 10.00 10.00 387.95
Peer Group
Vaishali Pharma
Limited 145.70 3.83 38.03 15.33 24.99 10.00 7760.89
Earum Pharmacuticals
Limited 2.68 0.36 7.43 13.30 13.56 2.00 2873.92
** CMP of our Company is considered as a Issue Price
*CMP as on January 05, 2023

Source: www.nseindia.com and www.bseindia.com

Notes:
3. Considering the nature and size of the business of our Company the peers are not strictly comparable.
However, above company is included for broad comparison.
4. The figures for Patron Exim Limited are based on the restated standalone financial statements for the year
ended March 31, 2022.
5. The figures are based on the Standalone financial statements for the year ended March 31, 2022 of Vaishali
Pharma Limited (website of the Company) and Earum Pharmaceuticals Limited (filed with BSE Limited
Stock Exchange)
6. CMP of the peer group is as per the closing price as available on www.nseindia.com (for the Vaishali
Pharma Limited) and www.bseindia.com (for Earum Pharmaceuticals Limited)
7. NAV is computed as the closing net worth divided by the closing outstanding number of equity shares. Net
worth has been computed as the aggregate of share capital and reserves and surplus (excluding Revaluation
Reserves) and as attributable to the owners of the Company.

58
8. P/E Ratio for the peer has been computed based on the closing market price of respective equity shares as
on January 05,2023 sourced from website of Stock Exchange as divided by the Basic/diluted EPS as
applicable.
9. RoNW is computed as net profit after tax, as attributable to the owners of the Company divided by closing
net worth. Net worth has been computed as the aggregate of share capital and reserves and surplus
(excluding Revaluation Reserves) and as attributable to the owners of the Company.

For further details, please refer section titled “Risk Factors” beginning on page 19 of this Prospectus and the
financials of the Company including important profitability and return ratios, as set out in the section titled
“Restated Financial Statements” beginning on page 102 of this Prospectus to have more informed view about
the investment proposition. The Face Value is Rs.10.00/- per Equity Share and the Issuer Price Rs.27/- has been
determined by the Issuer in consultation with the Lead Manager and is justified by the company in consultation
with the Lead Manager on the basis of above information.

59
 STATEMENT OF TAX BENEFITS

To,
The Board of Directors,
PATRON EXIM LIMITED
411, Safal Perlude, B/h Ashwaraj Bunglows,
100 FT Road, Prahladnagar,
Vejalpur, Ahmedabad -380015

Dear Sir,

Sub: Statement of Possible Special Tax Benefits available to Patron Exim Limited (‘the Company”) and
its shareholders prepared in accordance with the requirements in Schedule VI of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018, as amended
(“SEBI ICDR Regulations”)

We hereby report that the enclosed annexure, prepared by the management of the company, states the possible
special tax benefits available to the Company and the shareholders of the Company under the Income - Tax Act,
1961 read with Income Tax Rules, Circulars, Notifications (‘Act’) as amended by the Finance Act, 2022,
presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling
the conditions prescribed under the Act. Hence, the ability of the Company or its shareholders to derive the
special tax benefits is dependent upon fulfilling such conditions which, based on business imperatives which the
Company may face in the future, the Company may or may not choose to fulfil.

The benefits discussed in the enclosed annexure cover only special tax benefits available to the Company and its
shareholders and do not cover any general tax benefits available to the Company or its shareholders. This
statement is only intended to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ its own tax consultant
with respect to the tax implications arising out of his/her/its participation in the proposed issue, particularly in
view of ever-changing tax laws in India.

Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or
modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which
could also be retroactive, could have an effect on the validity of our views stated herein. We assume no
obligation to update this statement on any events subsequent to its issue, which may have a material effect on
the discussions herein.

We do not express any opinion or provide any assurance as to whether:

1) the Company or its shareholders will continue to obtain these benefits in future; or
2) the conditions prescribed for availing the benefits have been/would be met.
3) The revenue authorities/court will concur with the views expressed herein

The contents of the enclosed annexure are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company
and the provisions of the tax laws.

No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. The
views are based on the existing provisions of law and its interpretation, which are subject to change from time to
time. We do not assume responsibility to update the views, consequence to such change. We shall not be liable
to Company for 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 conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (“Guidance Note”) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute
of Chartered Accountants of India.

60
This report including enclosed annexure is intended for your information and for inclusion in the Draft
Prospectus / Prospectus in connection with the proposed issue of equity shares and is not to be used, referred to
or distributed for any other purpose without our written consent.

For, M/s J M Patel & Bros.

Sd/-
Proprietor
Chartered Accountants
Membership No: 030161
Firm Regn No.: 107707W

Place: Ahmedabad
Date: January 06, 2023

UDIN: 23030161BGRRAY5668

61
 ANNEXURE

ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO

THE COMPANY AND ITS SHAREHOLDERS

Outlined below are the possible special tax benefits available to Company and its shareholders under Income
Tax Act 1961(“the Act”) presently in force in India.

1) SPECIAL TAX BENEFITS TO THE COMPANY UNDER THE INCOME TAX ACT, 1961 (THE
ACT”)

The Company is not entitled to any special tax benefits under the Act.

2) SPECIAL TAX BENEFITS TO THE SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961
(THE “ACT”)

The Shareholders of the Company are not entitled to any special tax benefits under the Act

Note:

a) The above statement of Direct Tax Benefits sets out the special tax benefits available to the Company
and its shareholders under the current tax laws presently in force in India.
b) The above statement covers only above-mentioned tax laws benefits and does not cover any indirect
tax law benefits or benefit under any other law.
c) Our views expressed in this statement are based on the facts and assumptions as indicated in the
statement. No assurance is given that the revenue authorities/courts will concur with the views
expressed herein. Our views are based on the existing provisions of law and its interpretation, which
are subject to change from time to time. We do not assume responsibility to update the views
consequent to such changes.

62
 SECTION V – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this section includes extracts from publicly available information, data and statistics and has
been derived from various government publications and industry sources. Neither we, the Lead Manager nor
any of our or their respective affiliates or advisors nor any other person connected with Issue have verified this
information. The data may have been re-classified by us for the purposes of presentation. The information may
not be consistent with other information compiled by third parties within or outside India. Industry sources and
publications generally state that the information contained therein has been obtained from sources it believes to
be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed, and their
reliability cannot be assured. Industry and government publications are also prepared based on information as
of specific dates and may no longer be current or reflect current trends. Industry and government sources and
publications may also base their information on estimates, forecasts and assumptions which may prove to be
incorrect.

Before deciding to invest in the Equity Shares, prospective investors should read this entire Prospectus,
including the information in the sections "Risk Factors" and "Restated Financial Statements" on pages 19 and
102, respectively. An investment in the Equity Shares involves a high degree of risk. For a discussion of certain
risks in connection with an investment in the Equity Shares, please see the section ‘Risk Factors’ on page 19.
Accordingly, investment decisions should not be based on such information.

Summery on Indian Pharmaceuticals:

The Indian Pharmaceuticals industry plays a prominent role in the global pharmaceuticals industry. India ranks
3rd worldwide for production by volume and 14th by value. The nation is the largest provider of generic
medicines globally, occupying a 20% share in global supply by volume, and is the leading vaccine manufacturer
globally. India also has the highest number of US-FDA compliant Pharma plants outside of USA and is home to
more than 3,000 pharma companies with a strong network of over 10,500 manufacturing facilities as well as a
highly skilled resource pool.

The pharmaceutical industry in India offers 60,000 generic brands across 60 therapeutic categories. Major
segments include generic drugs, OTC Medicines, API/Bulk Drugs, Vaccines, Contract Research &
Manufacturing, Biosimilars and Biologics.

• Incentives worth INR 21,940 Crore ($3 Mn) are approved

• Expected to reach $65 bn by 2024, and ~$120-130 bn by 2030
• Growth rate 10-12%
• Cost of manufacturing ~ 33% lower than western markets
• 18.7% year on year export growth

India is the 4th largest Asian medical devices market after Japan, China, and South Korea and among the top 20
global medical devices markets in the world.

Indian pharma companies enabled by their price competitiveness and good quality, have made global mark, with
60 per cent of the world’s vaccines and 20% of generic medicines coming from India.
(Source: www.investindia.gov.in
https://www.investindia.gov.in/sector/pharmaceuticals#:~:text=The%20Indian%20Pharmaceuticals%20industry
%20plays%20a%20prominent%20role,volume%2C%20and%20is%20the%20leading%20vaccine%20manufact
urer%20globally.)

Overview on Pharmaceutical Sector:

Indian pharmaceutical industry is known for its generic medicines and low-cost vaccines globally. Transformed
over the years as a vibrant sector, presently Indian Pharma ranks third in pharmaceutical production by volume.
In the last nine years, Indian Pharma sector has grown steadily by CAGR of 9.43%. Pharma sector has been
consistently earning trade surplus. During 2020-21, total pharma export was ₹180555 crore (USD 24.35 Bn)
against the total pharma import of ₹49436 crore (USD 6.66 Bn), thereby generating trade surplus of USD 17.68
Bn. Till end September 2021, total pharma export has been ₹ 87864 crore (USD 11.88 Bn) as against total
import of ₹ 33636 crore (USD 4.66 Bn), thereby generating a trade surplus of ₹ 54228 crore (USD 7.22 Bn).

63
Major segments of Indian Pharmaceutical Industry include generic drugs, OTC medicines, bulk drugs, vaccines,
contract research & manufacturing, biosimilars and biologics.

Indian pharmaceutical industry also plays significant role globally. India has the highest number of United
States Food and Drug Administration (USFDA) compliant Pharma plants outside of USA. There are 500 API
manufacturers contributing about 8% in the global API Industry. India is the largest supplier of generic
medicines with 20% share in the global supply by manufacturing 60000 different generic brands across 60
therapeutic categories. Access to affordable HIV treatment from India is one of the greatest success stories in
medicine. India is one of the biggest suppliers of low-cost vaccines in the world. Because of the low price and
high quality, Indian medicines are preferred worldwide, thereby rightly making the country the “pharmacy of
the world”.

The Indian pharma industry has also played an important role in meeting the challenges for mitigation of the
infection in COVID pandemic. The industry worked in close collaboration with the government and academic
institutes etc., to quickly develop and refine manufacturing processes which helped to ensure a consistent supply
of medicines needed for the management of COVID-19 (e.g. Remdesivir, Ivermectin, Hydroxychloroquine,
Dexamethasone, Tocilizumab, Favipiravir etc.). Indian drug supplies throughout the COVID-19 pandemic
period have provided relief to over 120 countries for Hydroxychloroquine (HCQ), 20 countries for paracetamol
and about 96 countries for vaccines across the world.

Table -1A
(Pharma Sector’s Growth at Current Prices)

Item/Year Output (₹ in Cr.) Growth Rate

2015-16 3,03,352 16.56
2016-17 3,21,472 5.97
2017-18 3,28,677 2.24
2018-19 3,98,852 21.35
2019-20 3,89,094 -2.45
2020-21* 4,27,109 9.77
*Estimated based on trend growth rate (CAGR) of output at 9.77% achieved during 2013-14 to 2019-20.

Major Credentials of Pharma Industry:

• India provides generic medicines to more than 200 countries

• 8 out of 20 Global Generic companies are from India
• Over 55% Exports to Highly Regulated Markets
• 90% of WHO Pre-Qualified APIs are sourced from India
• 65-70% of WHO’s vaccine requirements are sourced from India
• No. of USFDA approved sites: 741 (as of August 2021)
• No. of ANDA Market Authorizations secured by Indian companies: 4,346 (as on December 2020)

Foreign Direct Investment (FDI)

Pharmaceutical is one of the top ten attractive sectors for foreign investment in India. 100% foreign investment
is allowed under automatic route in Medical Devices. Foreign investments in pharmaceuticals in greenfield
projects are allowed up to 100% under the automatic route and for brownfield pharmaceutical projects, foreign
investment beyond 74% to up to 100%, Government approval is required.

After abolition of Foreign Investment Promotion Board (FIPB) in May 2017, the Department of Pharmaceutical
has been assigned the role to consider the foreign investment proposals under the Government approval route.
Apart from this, the Department considers all FDI proposals of pharmaceutical sector and medical devices
sector arising out of Press Note 3 dated 17.04.2020 wherein investors/ultimate beneficiaries of the proposals are
from the countries sharing land border with India.

The Department of Pharmaceuticals has approved 10 FDI proposals worth ₹7,860 crore inflows under the
brownfield pharmaceutical projects during the financial year 2021-22 (till December 2021). The FDI inflows in
pharmaceutical sector (pharmaceuticals and medical devices activities) in the last three years under both the
routes, government and automatic are as follows:

64
 Graph -1A
(FDI inflows in Pharmaceutical Sector)
FDI inflows in Pharmaceutical Sector
(`in crore)

Medical Device Industry

Medical Device industry is a sunrise sector and has the potential of growing highest among all the sectors in the
healthcare system. Various categories of devices starting from consumables to implantable medical devices are
being manufactured in India. Major manufacturing of medical devices in the country is happening with respect
to disposables such as catheters, perfusion sets, extension lines, cannula, feeding tubes, needles, syringes, and
implants such as cardiac stents, drug-eluting stents, intra-ocular lenses and orthopedic implants.

The Medical Device industry is highly capital intensive with a long gestation period and requires
development/induction of new technologies. The sector also requires continuous training of healthcare system
providers to adapt to new technologies. Most of the high technology and innovative products originate from a
well-developed ecosystem and innovation cycle, which is yet to be fully developed in India. India depends on
imports to an extent of 85% of its domestic requirements of medical devices.

India is one of the fastest growing markets in the global medical devices industry and is expected to grow at a
CAGR of 15 per cent. Indian medical devices market stood at USD 11 billion in 2020. Indian Medical Device
industry is expected to reach USD 50 Bn by 2030. India is the 4th largest Asian medical devices market after
Japan, China, and South Korea and among the top 20 global medical devices markets in the world. Currently,
India is exporting ventilators, PPEs, diagnostic kits, sanitizers and surgical gloves (2/3 ply) etc.

Drugs Coordination Committee (DCC)

Looking at the inter-departmental nature of the issues with regard to COVID drug availability, a Drugs
Coordination Committee (DCC) was constituted vide OM dated 20.05.2021 as an institutional mechanism with
representation from the Department, the Ministry of Health & Family Welfare, the Directorate General of
Health Services (DGHS), the Indian Council of Medical Research (ICMR), the Directorate General of Foreign
Trade (DGFT), the Ministry of External Affairs (MEA), the CDSCO and the NPPA for efficient decision
making on all the issues with respect to COVID-19 related drugs. Meetings of DCC were held from time to time
under the chairpersonship of Secretary, DoP on the following issues:

A. To ascertain the different drugs and their inputs, both in COVID-19 clinical management protocol or
otherwise in demand where the pharmaceutical industry needs to be further sensitized to augment
production on an urgent basis
B. To ascertain the various alternatives of the listed drugs in case of the domestic industry to supplement
the supply to meet the demand as projected by MoHFW
C. To operationalize new drug permissions related to COVID -19 management given by DCGI for speedy
manufacturing
D. To facilitate equitable availability of the drugs across the country
E. To assess the need to procure and / or import drugs

65
 F. To facilitate Indian pharmaceutical companies in obtaining raw material, equipment, etc. from foreign
countries
(Source: Annual Report 2021-22, Government of India, Ministry of Chemical & Fertilizer, Department of
Pharmaceuticals)

Industry Scenario:

A. The pharmaceutical industry in India is expected to reach $65 bn by 2024 and to $120 bn by 2030
B. The pharmaceutical industry in India is currently valued at $41.7 bn.
C. India is a major exporter of Pharmaceuticals, with over 200+ countries served by Indian pharma
exports. India supplies over 50% of Africa’s requirement for generics, ~40% of generic demand in the
US and ~25% of all medicine in the UK,
D. India also accounts for ~60% of global vaccine demand, and is a leading supplier of DPT, BCG and
Measles vaccines. 70% of WHO’s vaccines (as per the essential Immunization schedule) are sourced
from India.
E. Drugs and Pharmaceuticals shares 5.15% of the total exports of the country in the month of April.
F. Indian pharma exports witnessed a growth of 103% since 2013-14, from INR 90, 415 Crores in 2013-
14 to INR 1,83,422 Crores in 2021-22. Exports achieved in 2021-22 is the Pharma Sector’s best export
performance ever. It is a remarkable growth with exports growing by almost $10 bn in 8 years.

Growth Drivers:

G. Government Support
Government incentives including an outlay of INR 21940 for PLI 1.0 and PLI 2.0

H. Medical tourism
Quality services at marginal costs compared to US, Europe, and South Asia

I. Infrastructure development
India has the highest number of US-FDA compliant plants outside the US

J. Strong drug manufacturing

Expertise in low cost generic patented drugs as well as end-to-end manufacturing

K. Strong domestic demand

Launch of the largest National Health Protection Scheme globally

L. Production Linked Incentive (PLI) Scheme

The Indian pharmaceuticals market is supported by the following Production Linked Incentive Schemes to
boost domestic manufacturing capacity, including high-value products across the global supply chain.

PLI Scheme for Key Starting Materials (KSMs)/Drug Intermediates (DIs) and Active Pharmaceutical
Ingredients (APIs) (PLI 1.0) 2. Production-Linked Incentive (PLI) Scheme for Pharmaceuticals d (PLI 2.0).

• Scheme Outlay INR 6,940 crores - PLI for Bulk Drugs

• Scheme Outlay INR 15,000 crores - PLI Scheme for Pharmaceuticals Manufacturing
(Source: www.investindia.gov.in
https://www.investindia.gov.in/sector/pharmaceuticals#:~:text=The%20Indian%20Pharmaceutical
s%20industry%20plays%20a%20prominent%20role,volume%2C%20and%20is%20the%20leadin
g%20vaccine%20manufacturer%20globally.)

PHARMA INDUSTRY PROMOTION

Recognizing the potential for growth, the Government of India took up the initiative of developing the Indian
Pharmaceuticals sector by creating a separate Department in July 2008. The Department is entrusted with the
responsibility of policy, pIanning, development and regulation of Pharmaceutical Industries. An assessment of
the Indian Pharmaceutical Industry's strength reveals the following key features:

a) Strong export market- India exported drugs worth US$ 15 billion to more than 200 countries
including highly regulated markets in the US, Europe, Japan and Australia. Large Indian pharma

66
 companies have emerged as among the most competitive in the evolving generic space in North
America and have created an unmatched platform in this space. Indian companies are also making their
presence felt in the emerging markets around the world, particularly with a strong portfolio in anti-
infective and antiretroviral.
b) Large domestic pharma companies have continued to grow, assuming leadership position in many
therapies and segments in the Indian market as well as creating a strong international exports back-
bone.
c) Competitive market with the emergence of a number of second-tier Indian companies with new and
innovative business modules.
d) Indian players have also developed expertise in significant biologics capabilities.
e) Biologic portfolios while still nascent in India are being built with an eye on the future.
f) Multinational companies have continued to invest significantly in India and are making their presence
felt across most segments of the Indian pharma market. Companies have also begun to invest in
increasing their presence in tier II cities and rural areas and making medical care more accessible to a
large section of the Indian population.
g) Low cost of production.
h) Low R&D costs.
i) Innovative Scientific manpower.
j) Excellent and world-class national laboratories specializing in process development and development
of cost-effective technologies.
k) Increasing balance of trade in Pharma sector.
l) An efficient and cost effective source for procuring generic drugs, especially the drugs going off patent
in the next few years.
m) An excellent center for clinical trials in view of the diversity in population.

Experience & Expertise

India is the only country with largest number of US-FDA compliant plants (more than 262 including APIs)
outside of USA. We have nearly 1400 WHO-GMP approved Pharma Plants, 253 European Directorate of
Quality Medicines (EDQM) approved plants with modern state of the art Technology. No other country can
boast of such an infrastructure.

Thus Indian pharma companies have a wide variety of experience in manufacturing as per global standards.
Through intensive competition in the Indian market, Indian companies are experienced in the manufacturing of
a variety of formulations that makes them efficient and competitive in their operations.

The Indian pharma market is mature with decades of experience in generics manufacturing, catering to the needs
of the general population. These companies have the experience and know-how to produce quality drugs in an
efficient, high-quality and cost-effective manner without compromising on any aspect. There are many
companies manufacturing drugs for oncology, AIDS and other complex therapies.

Low cost of manufacture

India is capable of manufacturing low-cost generic alternatives due to a number of economic factors favoring
the industry. Some of these include the competitive land rates, the cheap labor available, low resource costs like
water, electricity etc., lower cost of production machinery. Importantly, the various drugs like, Intermediates,
APIs and Formulation companies are seamlessly integrated while following international regulations of safety.

Research & Development

The Government has taken several policy initiatives for strengthening Research & Development in
Pharmaceuticals sector such as fiscal incentives to R&D units sector and streamlining of procedures concerning
development of new drug molecules, clinical research and new drug delivery systems leading to new R&D set-
ups with excellent infrastructure in the field of original drug discovery.

India has a large branded generics market which enables most companies to launch their version of a generic
drug in the market place. Research and Development is an important aspect for development of generics that
match the quality and cost targets.

India is now increasingly recognized as a strategic partner in the drug discovery value chain. Further, there are
Indian companies which are investing in their R&D centers and are offering early stage discovery services as

67
well as promising molecules. A large scientific pool in India is dedicated to Research and Development of
patent non-infringing methodologies for drugs.

Highly educated, specialized scientists

India's rich human capital is the strongest asset for the Indian Pharmaceuticals Industry which is a knowledge-
led industry. Various studies show that the scientific talent pool of Indians is the second largest English-
speaking group worldwide, after the US. This enables easier access to qualifications that handle the basic work
in a plant or an R&D set-up in India. National Institute of Pharmaceutical Education and Research (NIPER) at
Mohali is a premier institute in the field of Pharmaceuticals. The institute is a member of Association of
Commonwealth Universities. NIPER Mohali is offering Masters level programs and PhD programs in 15
streams. The laboratories here are fully equipped with modern facilities and the available facilities are of
international level and standards. Further, six new National Institutes of Pharmaceutical Education and Research
(NIPER) were opened in 2007. Recently, three new NIPERs have been proposed in the states of Maharashtra,
Rajasthan and Chattisgarh.

Experience in International Servicing

Many of the Indian pharmaceutical companies are experienced in servicing top multinational companies for
their highly regulated markets, meeting their stringent quality expectations. The same experience enables Indian
organizations to cater to the needs of the regulatory authorities of most nations across the world. Further,
technical consultancy capability of NIPERs is contributing to the growth of the industry.

Indian clinical trials industry has developed a complete gamut of clinical research services capabilities of global
standards. From medical writing to site management, data management, regulatory submissions to patient
recruitment the expertise meets the highest standards of stringent regulatory conditions internationally.

There is an effective control system to monitor the quality of pharmaceuticals at all the levels in India. There are
various agencies/ bodies under Ministry of Health & Family Welfare and Department of Pharmaceuticals. They
are responsible for standard of drugs, market authorizations, import licenses, cGMP, monitoring of quality of
drugs & cosmetics manufactured, pre & post licensing inspection, and price control etc. The recent initiatives
through new legislations and optimized processes are targeted towards regulating the industry better and
effectively.

Drugs have to comply with stringent quality provisions under the Drugs and Cosmetic Act of India. Any drug
including API confirms to the specifications of the prescribed pharmacopeias or those claimed on the label
ensuring that all the products manufactured in India are of highest quality. All the pharmaceutical products are
inspected at the customs port of the country by competent authorities before they are shipped out.

(Source: https://pharmaceuticals.gov.in/pharma-industry-promotion)

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 BUSINESS OVERVIEW

The following information is qualified in its entirety by, and should be read together with, the more detailed
financial and other information included in this Prospectus, including the information contained in the section
titled “Risk Factors” on page 19 of this Prospectus.

This section should be read in conjunction with, and is qualified in its entirety by, the more detailed information
about our Company and its financial statements, including the notes thereto, in the section title “Risk Factors”
and the chapters titled “Restated Financial Statement” and “Management Discussion and Analysis of Financial
Conditions and Results of Operations” beginning on page no 19, 102 and 124 of this Prospectus.

In this chapter, unless the context requires otherwise, any reference to the terms “We”, “Us”, “Our” and
“Patron” are to M/s. Patron Exim Limited. Unless stated otherwise, the financial data in this section is as per our
Restated Financial Statements prepared in accordance with Indian Accounting Policies set forth in the
Prospectus.

OVERVIEW

Company Background

Our Company was originally formed as a partnership firm under the Partnership Act, 1932 (“Partnership Act”)
in the name and style of “M/s Arvind Traders”, pursuant to a deed of partnership dated April 23, 1982.
Subsequently, the Constitution of the partnership firm was changed pursuant to partnership deed dated April 01,
1994 and May 16, 2015. "M/s. Arvind Traders" was thereafter converted from a partnership firm to a private
limited company under Part I chapter XXI of the Companies Act, 2013 in the name of “Patron Exim Private
Limited” and received a Certificate of Incorporation dated August 24, 2022 bearing Corporate Identification
Number U51909GJ2022PTC134939 from the Assistant Registrar of Companies, Central Registration Centre,
our Company was converted in to a public limited Company pursuant to a special resolution passed by our
shareholders at the EGM held on October 10, 2022 and consequently the name of our Company was changed to
“PATRON EXIM LIMITED” and a fresh certificate of incorporation was issued by the Registrar of Companies,
Ahmedabad, dated December 2, 2022. The CIN of the Company is U24100GJ2022PLC134939.

Although the Original Partnership Firm was formed on April 23, 1982, Narendrakumar Gangaramdas Patel,
Promoter & Managing Director & Sushilabahen Narendrakumar Patel, Promoter & Director of our Company
were entered into the Partnership Firm on April 01, 1994. In 1994, the Partnership Firm basically involved in
the business of trading of timber, cement sheets and other ancillary business. Subsequently, the Constitution of
the partnership firm was changed on May 16, 2015, and the firm was entered in the business of all kind of
trading activities of surgical & non-surgical articles, APIs, drugs intermediates, Medical Pharmaceutical
Chemicals, preparation & formulation of bio-chemic products, etc.

Our Promoter, Narendrakumar Gangaramdas Patel, with his keen knowledge and marketing skills has expanded
the business in the trading of not only APIs and other range of pharmaceutical raw material but also in the
various industrial use of chemicals in 2019. He believes in providing quality of products at affordable price in
the market, which leads the business of the Partnership Firm at a different level of success. The continued
expansion of the business leads the promoter to convert the partnership firm into the company.

Currently, our Company is engaged in the trading and distribution of wide range of pharmaceutical raw material
which is also known as APIs (Active Pharmaceutical Ingredients), industrial chemical, excipient and solvents.
Presently our product portfolio comprises of around 150 AIPs, Excipient, Pharma Chemical & Intermediates.
We are also in the trading of variety of chemicals, such as, Petrochemicals, Dyes & Pigment Chemicals, Paints
& Speciality Chemical, Agro Chemicals, Oil & Refinery Chemicals, Foam & Adhesive, Plywood & Laminates
Chemical. The range of Chemicals also includes food industry & water treatment chemicals, resins & plastics
chemicals, polymers and additives etc. As on date of the prospectus, our business expansion is located in
Ahmedabad and the surrounding area of Gujarat.

In the FY 2022, the company had turnover of `387.95 lacs as against the turnover of `2053.58 lacs in FY 2021
and ` 2488.70 lacs in FY 2020. The Firm had switched to act as commission agent and charge the commission
instead of purchasing the goods and selling the goods. In The FY 2022, the commission income of the firm was
`113.66 lacs as against the commission income of ` 0.14 lacs in FY 2021 and `27.74 lacs in FY 2020.

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Our Company got certification of ISO 9001:2015 in Quality Management System, ISO 22000:2018 in The Food
Safety Management System, ISO 45001:2018 in Occupational Health & Safety Management System, we are
also certified by “INTERNATIONAL QUALITY CERTIFICATION SERVICES UK LTD” as a “HACCP” in
“Hazard Analysis & Critical Control Point System”, as a “HALAL” in Compliance with the requirements of
Islamic Law and “WHO-GMP” to adopt a Good Manufacturing Practice.

OUR PRODUCTS:

APIs is known as bulk drugs or bulk actives are the principle ingredients used in making finished dosages in the
form of capsules, tablets, liquid or other forms of dosage, with the addition of other APIs or inactive ingredients.
We believe that timely and committed delivery is an ongoing process of building and sustaining relationships.
Our strength lies in understanding the requirements of the customer and our execution capabilities. This has
enabled us to get repeated orders from our existing customers and attract new customers.

An active ingredient is the ingredient in a pharmaceutical drug or pesticide that is biologically active. The
similar terms active pharmaceutical ingredient and bulk active are also used in medicine, and the term active
substance may be used for natural products.

The financial performance of the company for the last three years
( ` in Lacs)
Particulars Till November 30, 2022 2021-22 2020-21 2019-20
Total Income 1054.12 501.61 2053.72 2516.44
EBDITA 204.84 160.62 27.92 15.48
Profit Before Tax 204.65 141.91 14.86 4.00
Profit After Tax 145.41 83.11 7.31 2.20

The Company is doing trading in Pharmaceutical raw material and Industrial chemical. The detailed breakup of
the trading of two different commodities is given below.:
(Amount in `)
Pharma Raw % Pharma Chemical Raw Other %
Material, Raw Material – Non % Income Other
Year APIs Material Pharma Chemical (Commission) Income Total
2019-20 49773910 19.78 199095637 79.12 2768072 1.10 251637619
2020-21 71875466 35 133483000 65 0.00 0.00 205358466
2021-22 5819388 11.60 32976532 65.74 11366435 22.66 50162355
Till Nov,
2022 19199860 18.22 77699440 73.72 9402595 8.92 105401895

Components of Drugs

All drugs contain two parts:

• API
• Excipient – These are chemically inactive substances that help deliver the API to the system. Eg.
lactose, mineral oil, etc.

Intermediate is the chemical substance that is in the process of becoming an API from a raw material.
Sometimes, many intermediates are produced before the final API is manufactured.

COVID-19

We are supplying raw materials to pharmaceutical industries and pharmaceutical industry falls under the
essential business list declared by the Government. We have continued our business operation during Covid -19
during lock down period. Our business was not affected during the Covid-19 period.

OUR COMPETITIVE STRENGTHS:

Diversified Product Portfolio

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Our Company has diverse product portfolio across various segments to fulfil customer’s requirements. Our
offerings include wide range of pharmaceutical raw material which is also known as APIs (Active
Pharmaceutical Ingredients) and chemical formulation products. We supply products on the basis of needs and
requirements in the market. Our product range in formulations allows our existing customers to source majority
of their product requirements from us and also enables us to expand our business from existing customers as
well as address a larger base of potential new customers.

Experienced Promoter

The Promoter of our Company, Narendrakumar Gangaramdas Patel has significant in depth knowledge of the
various products traded by the Company and has been instrumental in the consistent growth of our Company’s
performance. He has an overall experience of more than 2 decade in the trading segments of pharmaceutical
business. We believe that our promoter’s experience and their understanding of the pharmaceutical business will
enable us to continue to take advantage of both current and future market opportunities. Our promoter is actively
involved in the business with continuous personal attention.

Quality Service

We believe in providing quality and timely service to our customers. We have set very high standards for
ourselves when it comes to timeliness and quality of service we provide to our customers. The stringent systems
ensure that all the products reach our customers on stipulated time and there are minimum errors to ensure
reduced product rejection. We believe that our quality service for the last 2 decades have earned us a goodwill
from our customers, which has resulted in customer retention and order repetition. It has also helped us to add to
our existing customer base. We have developed internal procedure of checking the client orders at each stage
from customer order to delivery. Our company focuses on maintaining the level of consistently in our service,
thereby building customer loyalty for our Brand.

High level of customer satisfaction

Our customers are highly satisfied with our services from purchase order to quality to delivery to customer
complain redressal mechanism. We have been able to achieve this customer satisfaction with the help on timely
deliveries, ease of placing orders, and our stellar customer services.; this has helped in creating a customer base
from various categories such as retailers, semi-wholesalers, etc.

OUR BUSINESS STRATEGY:

Develop cordial relationship with our Suppliers, Customer and employees

We believe in maintaining good relationship with our Suppliers and Customers which is the most important
factor to keep our company growing. Our dedicated and focused approach and efficient and timely delivery of
products has helped us build strong relationships over number of years. We bag and place repetitive order with
our customers as well as with our suppliers respectively. For us, establishing strong, mutually beneficial long-
term relationships and strategic supplier relationship management are critical steps in improving performance
across the supply chain, generating greater cost efficiency and enabling the business to grow and develop.

To build-up a professional organization

We believe in transparency, commitment and coordination in our work, with our suppliers, customers,
government authorities, banks, financial institutions etc. We have a blend of experienced and 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.

Leveraging our Marketing skills and Relationships

This is a continuous process in our organization and the skills that we impart in our people to give prime
importance to customers. We aim to do this by leveraging our marketing skills and relationships and further
enhancing customer satisfaction. We plan to increase our customers base by supplying orders in hand on time,
maintaining and renewing our relationship with existing clients.

Focus on dealing in quality standard products

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Quality of the product is very important for the company from both customer point of view and growth point of
view. Our Company is focused on dealing in the products which meets with the requisite quality standards as
per the applicable regulatory norms. Providing the desired and good quality products help us in enhancing our
Company’s image and maintaining long term relationships with customers.

RAW MATERIAL:

We source the material from vendors and manufacturers of chemical and formulation as per the order and
specification. Our products are easily available in India.

We carefully assess the reliability of all materials purchased to ensure that the regulatory and legal requirements
are complied with, and they comply with the rigorous quality and safety standards required for our products. In
an effort to manage risks associated with raw materials supply, we work closely with our suppliers to help
ensure availability and continuity of supply while maintaining quality and reliability as well as identifying any
potential for improvement.

Generally, there are multiple sources that can supply the raw materials that we require. Our raw material
sourcing is not dependent on a single source of supply, and we have access to alternate sources for our
procurement of raw materials.

The % of top 05 Buyers and Suppliers of Our Company are as under:

( ` in lacs)
Particulars Purchase / Sales
Till Nov. 30, % 2019-20 % 2020-21 % 2021 -22 %
2022
Top 05 Buyers 988.27 93.76 1077.52 100 1897.54 92.40 489.20 97.53
Top 05 Suppliers 915.03 82.37 2477.76 100 1845.45 71.36 265.79 82.66

CAPACITY UTILIZATION:

As we do not have any own manufacturing facility and we are mainly engaged in trading business, thus any
specific data relating to capacity and capacity utilization does not applicable to our Company.

PLANT & MACHINERY:

As on date of Prospectus, Our Company does not possess any plant & machinery.

INFRASTRUCTURE FACILITIES:

Location

Registered Office:

411, Safal Prelude, B/h Ashwaraj Bunglow, 100 Ft Road, Prahladnagar, Vejalpur, Ahmedabad, Gujarat-
380015.

Godown Address:

Shop No. 1,2,3,4,5,6 & 7 First Floor, V R Complex, Nr. Snanthal Cross Road, S P Ring Road, Sanathal,
Ahmedabad - 382210.

Water:

Water is required for the drinking and fire purpose. Water supply requirement is being fulfilled through water
supplied by our municipal corporation only.

Power:

Our Company has power connection from Torrent Power Limited at our Registered Office & Uttar Gujarat Vij
Company Limited (UGVCL) at our Godown. The requirement of Power in our office and godown is for the

72
normal course of business purpose only. As on date of this Prospectus our Company does not required much
power supply and power failure does not affect the business of our Company.

HUMAN RESOURCES:

Human resource is an asset to any industry, sourcing and managing is very important task for the management.
We believe that our employees are the key to the success of our service.

As on December 22, 2022, we have the total strength of permanent employees 09 in various departments. The
details of which is given below:

Sr. No. Particulars Employees

1. Marketing Department 2
2. Account Department 3
3. Office Staff 2
4. Manager & KMPs 2
Total 09

COLLABORATIONS/TIE UPS/ JOINT VENTURES:

As on date of this Prospectus, our Company has not entered into any Collaboration/ Tie-Ups/ Joint Ventures.

EXPORT OBLIGATION:

As on date of this Prospectus, Our Company does not have any export obligation.

SALES AND MARKETING:

The efficiency of the marketing and sales network is critical to the success of our Company. Our success lies in
the strength of our relationship with our sales channels that are associated with our Company. Our sales and
marketing team is dedicated to pursue and enhance our business in Gujarat. Our team through their experience
and good rapport with clients owing to timely and quality delivery of products plays an instrumental role in
creating new sales orders and expanding the current volume of our business year on year. In order to maintain
good relation with customers, our promoters and our marketing team regularly interacts with them and focuses
on gaining an insight into the additional needs of customers.

Our Marketing Strategies:

We intend to focus on following marketing strategies:

• Focus on expanding Business at Gujarat Level

• Continuously holding market trends
• Supply of Quality Products
• Fulfillment of Order in a timely manner
• Adapting to market dynamics

COMPETITION:

Trading and distribution of wide range of pharmaceutical raw material which is also known as APIs (Active
Pharmaceutical Ingredients) and chemical formulation products is highly competitive industry. Also, we operate
in a competitive industry where our competitors may have greater resources than those available to us. While
product quality, brand value, etc are key factors in client’s decisions among competitors, however price plays a
deciding factor in most cases, which is most favorable to us as our business structure is such that we can survive
in thinner profit margin as compared to our competitors. Apart from Sustained ability to offer competitive
prices, other Competitive Advantage includes ability to supply wide range of products and timely delivery of
products etc.

INTELLECTUAL PROPERTY RIGHTS:

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Our Company is not having any intellectual properties as on the date of the Prospectus.

Details of Immovable Property:

The Company does not owned any immovable property.

The details of the properties taken on Leased are given below:

Particulars Details
Name of the Parties (Lessor) Patron Exim Limited
Name of Lessee Payal Bhumishth Patel
Registered Office 411, Safal Prelude, B/h Ashwaraj Bunglow, 100 Ft Road, Prahladnagar,
Vejalpur, Ahmedabad, Gujarat- 380015
Date of agreement December 02, 2022
Lease Rent ` 15,000/-
Usage Registered Office
Area (Approx) 500 sq.fts (Aprox)
Period 59 Months & 28 Days from December 01, 2022

Particulars Details
Name of the Parties (Lessee) Patron Exim Limited
Name of Lessor(s) Sushilabahen Narendrabhai Patel
Go-down Address Shop No. 1,2,3,4,5,6 & 7 First Floor, V R Complex, Nr. Snanthal Cross Road,
S P Ring Road, Sanathal, Ahmedabad - 382210.
Date of agreement December 02, 2022
Lease Rent ` 30,000/-
Usage Godown
Area (Approx) 2000 sq.fts (Aprox)
Period 59 Months & 28 Days from September 02, 2022

Insurance

In our routine business, we do not require to take any insurance for our business as on the date of the filling of
Prospectus. Although we believe in maintained of all insurance policies which are required for the Companies
Operation. We ensure that, we will apply for the insurance, as soon as we found any requirement for the same.

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 KEY INDUSTRY REGULATIONS AND POLICIES

Except as otherwise specified in this Prospectus, the Companies Act, 2013, we are subject to a number of central
and state legislations which regulate substantive and procedural aspects of our business. Additionally, our
operations require sanctions from the concerned authorities, under the relevant Central and State legislations and
local bye–laws. The following is an overview of some of the important laws, policies and regulations which are
pertinent to our business. Taxation statutes such as the Income Tax Act, and applicable Labour laws,
environmental laws, contractual laws, intellectual property laws as the case may be, apply to us as they do to
any other Indian company. The statements below are based on the current provisions of Indian law, and the
judicial and administrative interpretations thereof, which are subject to change or modification by subsequent
legislative, regulatory, administrative or judicial decisions. The regulations set out below may not be exhaustive,
and are only intended to provide general information to Applicants and is neither designed nor intended to be a
substitute for professional legal advice.

For the purpose of the business undertaken by our Company, our Company is required to comply with various
laws, statutes, rules, regulations, executive orders, etc. that may be applicable from time to time. The details of
such approvals have more particularly been described for your reference in the chapter titled “Government and
Other Statutory Approvals” beginning on page 137 of this Prospectus.

The information detailed in this chapter has been obtained from publications available in the public domain. The
regulations set out below may not be exhaustive and are only intended to provide general information to the
investors and are neither designated not intended to substitute for professional legal advice. The statements
below are based on the current provisions of Central and the State laws, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions.

APPLICABLE LAWS AND REGULATIONS

• BUSINESS/INDUSTRYS RELATED LAWS/REGULATIONS

Drugs and Cosmetics Act, 1940 (“Drugs and Cosmetics Act”) and the Drugs and Cosmetics Rules, 1945
(“DC Rules”)

The Drugs and Cosmetics Act, and the rules thereunder, regulate the import, manufacture, and distribution of
drugs in India. Mandating the licensing of import, manufacture, and distribution of drugs in India, the Drugs and
Cosmetics Act has been promulgated with a view to ensure that all drugs and cosmetics sold in India are safe,
effective, and conform to prescribed quality standards. Apart from having elaborate provisions to check the
production and distribution of spurious and substandard drugs in India, the Drugs and Cosmetics Act also
prescribes the framework governing the regulatory control over the manufacture and sale of drugs. Drugs that
may be sold by a pharmacy or a hospital are classified according to the nature of the license granted, details of
which are provided as schedules in the Drugs and Cosmetics Act. The Drugs and Cosmetics Act also prescribes
various punishments for contravention of its provisions. The DC Rules 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.

The Drugs (Control) Act, 1950 (“DC Act”)

The DC Act was enacted to provide for the control of sale, supply and distribution of drugs. The DC Act
empowers the Central Government to inter alia declare any drug to be a drug to which this act shall apply and to
fix maximum prices and maximum quantities thereof, which may be held or sold, by a dealer or producer. The
DC Act also provides for penalties arising due to contraventions of any of the provisions of this Act or of any
direction made under authority conferred by this Act, which shall be punishable with imprisonment for a term
which may extend to three years, or with fine, or with both.

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. The DPCO
specifies procedures for fixing the ceiling price of scheduled formulations of specified strengths or dosages,

75
retail price of new drug for existing manufacturers of scheduled formulations, and penalties for contravention of
its provisions.

Drug Policy, 2002

The main objectives of the Drug Policy 2002 are several and include ensuring abundant availability at
reasonable prices within the country of good quality essential pharmaceuticals of mass consumption. It also
concentrates on strengthening the indigenous capability for cost effective quality production and exports of
pharmaceuticals by reducing barriers to trade in the pharmaceutical sector and strengthening the system of
quality control over drug and pharmaceutical production and distribution to make quality an essential attribute
of the Indian pharmaceutical industry and promoting rational use of pharmaceuticals. The Policy further
encourages the R&D in the pharmaceutical sector in a manner compatible with the country’s needs and with
particular focus on diseases endemic or relevant to India by creating an environment conducive to channelizing
a higher level of investment into R&D in pharmaceuticals in India. Creating an incentive framework for the
pharmaceutical industry which promotes new investment into pharmaceutical industry and encourages the
introduction of new technologies and new drugs is another important aspect which has been examined by this
Policy.

Legal Metrology Act, 2009 (“LM Act”)

The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number. The LM Act
and rules framed thereunder regulate, inter alia, the labelling and packaging of commodities, verification of
weights and measures used, and lists penalties for offences and compounding of offences under it. The
Controller of Legal Metrology Department is the competent authority to grant the license under the LM Act.

The Narcotic Drugs and Psychotropic Substances Act, 1985 (“NDPS Act”)

The NDPS Act is a legal framework which seeks to control and regulate operations relating to narcotic drugs
and psychotropic substances. It prohibits, inter alia, the cultivation, production, manufacture, possession, sale,
purchase, transportation, warehousing, consumption, inter-state movement, import into India and transhipment
of narcotic drugs and psychotropic substances, except for medical or scientific purposes. It also controls and
regulates controlled substances which can be used in the manufacturing of narcotic drugs and psychotropic
substances. Offences under the NDPS Act are essentially related to violations of the various prohibitions
imposed under the NDPS Act, punishable by either imprisonment or monetary fines or both.

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 defence 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 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.

National Pharmaceuticals Pricing Policy, 2012 (the “2012 Policy”)

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The 2012 Policy replaces the drug policy of 1994 and presently seeks to lay down the principles for pricing of
essential drugs specified in the National List of Essential Medicines – 2011 (NLEM) declared by the Ministry of
Health and Family Welfare, Government of India and modified from time to time, so as to ensure the
availability of such medicines at reasonable price, while providing sufficient opportunity for innovation and
competition to support the growth of the Industry. The prices would be regulated based on the essential nature of
the drugs rather than the economic criteria/market share principle adopted in the drug policy of 1994. Further,
the 2012 Policy will regulate the price of formulations only, through market based pricing which is different
from the earlier principle of cost based pricing. Accordingly, the formulations will be priced by fixing a ceiling
price and the manufacturers of such drugs will be free to fix any price equal to or below the ceiling price.

• LAW RELATED TO RELEVANT STATE WHERE ESTABLISHMENT IS SITUATED

Shops and establishments legislations

Under the provisions of local shops and establishments legislations applicable in the states in India where our
establishments are set up and business operations exists, such establishments are required to be registered. Such
legislations regulate the working and employment conditions of the workers employed in shops and
establishments, including commercial establishments, and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of records, maintenance of shops and
establishments and other rights and obligations of the employers and employees. These shops and
establishments acts, and the relevant rules framed thereunder, also prescribe penalties in the form of monetary
fine or imprisonment for violation of provisions, as well as procedures for appeal in relation to such
contravention of the provisions.

The Gujarat State Tax on Professions, Traders, Callings and Employments Rules, 1976

The professional tax slabs in India are applicable to those citizens of India who are either involved in any
profession or trade. The State Government of Gujarat promulgated this law to structure and formulate the
respective professional tax criteria and to collect funds through professional tax. The professional tax is charged
on the income of individuals, profits of business or gains in vocations. The professional tax is charged as per the
List II of the Constitution. The tax payable under the State Acts by any person earning a salary or wage shall be
deducted by his employer from the salary or wages payable to such person before such salary or wages is paid to
him, and such employer shall, irrespective of whether such deduction has been made or not when the salary and
wage is paid to such persons, be liable to pay tax on behalf of such person and employer has to obtain the
registration from the assessing authority in the prescribed manner. Every person liable to pay tax under this Act
(other than a person earning salary or wages, in respect of whom the tax is payable by the employer), shall
obtain a certificate of enrolment from the assessing authority.

Pursuant to Notification No. (GHN-10) PFT-2008-S.3(2)(3)-TH, issued by the Finance Department of

Sachivalaya, Gandhinagar, dated 01.04.2008, the Government of Gujarat have specified the rates in column 3, 4
and 5 of the schedules of the Act, as minimum rates which shall be levied by the respective Designated
Authorities for the class of person specified in column 2 of schedule of the Act.

Professional Tax

The professional tax slabs in India are applicable to those citizens of India who are either involved in any
profession or trade. The State Government of each State is empowered with the responsibility of structuring as
well as formulating the respective professional tax criteria and is also required to collect funds through
professional tax. The professional taxes are charged on the incomes of individuals, profits of business or gains in
vocations. The professional tax is charged as per the List II of the Constitution. The professional taxes are
classified under various tax slabs in India. The tax payable under the State Acts by any person earning a salary
or wage shall be deducted by his employer from the salary or wages payable to such person before such salary
or wages is paid to him, and such employer shall, irrespective of whether such deduction has been made or not
when the salary and wage is paid to such persons, be liable to pay tax on behalf of such person and employer has
to obtain the registration from the assessing authority in the prescribed manner. Every person liable to pay tax
under these Acts (other than a person earning salary or wages, in respect of whom the tax is payable by the
employer), shall obtain a certificate of enrolment from the assessing authority.

• GENERAL CORPORATE COMPLIANCE

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The Companies Act, 2013

The consolidation and amendment in the law relating to the Companies Act, 1956 made way to the enactment of
the Companies Act, 2013. The Companies Act 1956 is still applicable to the extent not repealed and the
Companies Act, 2013 (and the amendments thereof) is applicable to the extent notified. The act deals with
incorporation of companies and the procedure for incorporation and post incorporation. The conversion of
private company into public company and vice versa is also laid down under the Companies Act, 2013. The
procedure relating to winding up, voluntary winding up, appointment of liquidator also forms part of the act.
The provision of this act shall apply to all the companies incorporated either under this act or under any other
previous law. It shall also apply to banking companies, companies engaged in generation or supply of electricity
and any other company governed by any special act for the time being in force. A company can be formed by
seven or more persons in case of public company and by two or more persons in case of private company. A
company can even be formed by one person i.e., a One Person Company. The provisions relating to forming and
allied procedures of One Person Company are mentioned in the act.

Further, Schedule V (read with sections 196 and 197), Part I lays down the conditions to be fulfilled for the
appointment of a managing or whole-time director or manager. It provides the list of acts under which if a
person is prosecuted, he cannot be appointed as the director or Managing Director or Manager of the firm. The
provisions relating to remuneration of the directors payable by the companies is under Part II of the said
schedule.

The Arbitration and Conciliation Act, 1996

The purpose of the 1996 Act is to amend and unify domestic arbitration and international commercial arbitration
and enforce foreign arbitral awards. The law was also amended in 2015 and 2019 to reduce court involvement in
the arbitration. Section 89 of the Civil Procedure Code focuses on the importance of arbitration.

The Registration Act, 1908

Registration Act was introduced to provide a method of public registration of documents so as to give
information to people regarding legal rights and obligations arising or affecting a particular property, and to
perpetuate documents which may afterwards be of legal importance, and also to prevent fraud. Registration
lends inviolability and importance to certain classes of documents.

The Indian Stamp Act, 1899

The Indian Stamp Act, 1899 prescribes the rates for the stamping of documents and instruments by which any
right or liability is, or purports to be, created, transferred, limited, extended, extinguished or recorded. Under the
Indian Stamp Act, 1899, an instrument not ‘duly stamped’ cannot be accepted as evidence by civil court, an
arbitrator or any other authority authorized to receive evidence. However, the document can be accepted as
evidence in criminal court.

Competition Act, 2002

An act to prevent practices having adverse effect on competition, to promote and sustain competition in markets,
to protect interest of consumer and to ensure freedom of trade in India. The act deals with prohibition of
agreements and Anti-competitive agreements. No enterprise or group shall abuse its dominant position in
various circumstances as mentioned under the Act.
The prima facie duty of the commission is to eliminate practices having adverse effect on competition, promote
and sustain competition, protect interest of consumer and ensure freedom of trade. The commission shall issue
notice to show cause to the parties to combination calling upon them to respond within 30 days in case it is of
the opinion that there has been an appreciable adverse effect on competition in India. In case a person fails to
comply with the directions of the Commission and Director General he shall be punishable with a fine which
may exceed to ₹ 1 lakh for each day during such failure subject to maximum of Rupees One Crore.

The Negotiable Instruments Act, 1881 (“NI Act”)

In India, the laws governing monetary instruments such as cheques are contained in the “NI Act”, which is
largely a codification of the English Law on the subject. To ensure prompt remedy against defaulters and to
ensure credibility of the holders of the negotiable instrument a criminal remedy of penalty was inserted in

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Negotiable Instruments Act, 1881 in form of the Banking, Public Financial Institutions and Negotiable
Instruments Laws (Amendment), 1988 which were further modified by the Negotiable Instruments (Amendment
and Miscellaneous Provisions) Act, 2002. 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 honoured by their bankers and returned unpaid. Section 138 of the Act, creates
statutory offence in the matter of dishonour of cheques on the ground of insufficiency of funds in the account
maintained by a person with the banker which is punishable with imprisonment for a term which may extend to
two year, and with fine which may extend to twice the amount of the cheque, or with both.

The Indian Contract Act, 1872

The Indian Contract Act occupies the most important place in the Commercial Law. Without contract Act, it
would have been difficult to carry on trade or any other business activity and in employment law. It is not only
the business community which is concerned with the Contract Act, but it affects everybody. The objective of the
Contract Act is to ensure that the rights and obligations arising out of a contract are honored and that legal
remedies are made available to those who are affected.

The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”)

In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the
Micro, Small and Medium Enterprises Development Act, 2006 is enacted. A National Board shall be appointed
and established by the Central Government for MSME enterprise with its head office at Delhi in the case of the
enterprises engaged in the manufacture or production of goods pertaining to any industry mentioned in first
schedule to Industries (Development and Regulation) Act, 1951.

The Central Government has vide its notification numbering 1702(E) dated June 1, 2020 amended the definition
of MSME which has come into effect from July 1, 2020. The revised definition is as under:

1. a micro enterprise, where the investment in Plant and Machinery or Equipment does not exceed one
Crore rupees and turnover does not exceed five Crore rupees;

2. a small enterprise, where the investment in Plant and Machinery or Equipment does not exceed ten
Crore rupees and turnover does not exceed fifty Crore rupees; and

3. a medium enterprise, where the investment in Plant and Machinery or Equipment does not exceed fifty
Crore rupees and turnover does not exceed two hundred and fifty Crore rupees.

The MSMED Act also provides for the establishment of the Micro and Small Enterprises Facilitation Council
(“Council”). The Council has jurisdiction to act as an arbitrator or conciliator in a dispute between the supplier
located within its jurisdiction and a buyer located anywhere in India.

• EMPLOYMENT AND LABOUR LAWS

The Employees Compensation Act, 1923

The Employees Compensation Act, 1923 (“EC Act”) (and the amendments thereof) provides for payment of
compensation to injured employees or workmen by certain classes of employers for personal injuries caused
due to an accident arising out of and during the course of employment. Under the EC Act, the amount of
compensation to be paid depends on the nature and severity of the injury. The EC Act also lays down the
duties/obligations of an employer and penalties in cases of non-fulfilment of such obligations thereof. There
are separate methods of calculation or estimation of compensation for injury sustained by the employee. The
employer is required to submit to the Commissioner for Employees’ Compensation a report regarding any fatal
or serious bodily injury suffered by an employee within seven days of death\ serious bodily injury.

Equal Remuneration Act, 1979

The Equal Remuneration Act 1979 provides for payment of equal remuneration to men and women workers and
for prevention discrimination, on the ground of sex, against female employees in the matters of employment and
for matters connected therewith. The act was enacted with the aim of state to provide Equal Pay and Equal
Work as envisaged under Article 39 of the Constitution.

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Child Labour Prohibition and Regulation Act, 1986

The Child Labour Prohibition and Regulation Act 1986 prohibits employment of children below 14 years of age
in certain occupations and processes and provides for regulation of employment of children in all other
occupations and processes. Employment of Child Labour in our industry is prohibited as per Part B (Processes)
of the Schedule.

Trade Union Act, 1926 and Trade Union (Amendment) Act, 2001

Provisions of the Trade Union Act, 1926 provides that any dispute between employers and workmen or between
workmen and workmen, or between employers and employers which is connected with the employment, or non-
employment, or the terms of employment or the conditions of labour, of any person shall be treated as trade
dispute. For every trade dispute a trade union has to be formed. For the purpose of Trade Union Act, 1926,
Trade Union means combination, whether temporary or permanent, formed primarily for the purpose of
regulating the relations between workmen and employers or between workmen and workmen, or between
employers and employers, or for imposing restrictive condition on the conduct of any trade or business etc.

The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to curb the rise in sexual harassment of women at workplace, this act was enacted for prevention and
redressal of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment
and workplace are both defined in the act. Every employer should also constitute an “Internal Complaints
Committee” and every officer and member of the company shall hold office for a period of not exceeding three
years from the date of nomination. Any aggrieved woman can make a complaint in writing to the Internal
Committee in relation to sexual harassment of female at workplace. Every employer has a duty to provide a safe
working environment at workplace which shall include safety from the persons coming into contact at the
workplace, organising awareness programs and workshops, display of rules relating to the sexual harassment at
any conspicuous part of the workplace, provide necessary facilities to the internal or local committee for dealing
with the complaint, such other procedural requirements to assess the complaints.

Industrial Disputes Act, 1947 (“ID Act”) and Industrial Dispute (Central) Rules, 1957

The ID Act and the Rules made thereunder provide for the investigation and settlement of industrial disputes.
The ID Act was enacted to make provision for investigation and settlement of industrial disputes and for other
purposes specified therein. Workmen under the ID Act have been provided with several benefits and are
protected under various labour legislations, whilst those persons who have been classified as managerial
employees and earning salary beyond prescribed amount may not generally be afforded statutory benefits or
protection, except in certain cases. Employees may also be subject to the terms of their employment contracts
with their employer, which contracts are regulated by the provisions of the Indian Contract Act, 1872. The ID
Act also sets out certain requirements in relation to the termination of the services of the workman. The ID Act
includes detailed procedure prescribed for resolution of disputes with labour, removal and certain financial
obligations up on retrenchment. The Industrial Dispute (Central) Rules, 1957 specify procedural guidelines for
lock-outs, closures, lay-offs and retrenchment.

• TAX RELATED LEGISLATIONS

The Customs Act, 1962 and the Private Warehouse Licensing Regulations, 2016

The provisions of the Customs Act, 1962, as amended (the “Customs Act”) apply at the time of import or export
of goods. Under the Customs Act, the Central Board of Excise and Customs (“CBEC”) is empowered to
appoint, by notification, inter alia, ports or airports as customs ports or customs airports and places as the Inland
Container Depot (“ICD”). Section 45 of the Customs Act lays down that all imported goods unloaded in a
customs area shall remain in the custody of the person approved by the Commissioner of Customs until they are
cleared for home consumption or warehouse or transhipped. The said Act contains provision for levying the
custom duty on imported goods, export goods, goods which are not cleared, goods warehoused or transhipped
within 30 days after unloading etc. It also provides for storage of imported goods in warehouses pending
clearance, for goods in transit etc., subject to prescribed conditions.

The Private Warehouse Licensing Regulations, 2016 (the “Warehouse Licensing Regulations”) provides for the
licensing of private warehouses by the principal commissioner of customs or the commissioner of customs. The

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Warehouse Licensing Regulations lay down the conditions to be fulfilled for an applicant to be granted a license
and also provide for the term of the license, its non-transferable nature and the procedure for its surrender.

Income Tax Act, 1961 ("IT Act")

The IT Act is applicable to every company, whether domestic or foreign whose income is taxable under the
provisions of the IT Act or rules made thereunder depending upon its “Residential Status” and “Type of
Income” involved. The IT Act provides for the taxation of persons resident in India on global income and
persons not resident in India on income received, accruing or arising in India or deemed to have been received,
accrued or arising in India. Every company assessable to income tax under the IT Act is required to comply with
the provisions thereof, including those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative
Tax and like. Every such company is also required to file its returns by September 30 of each assessment year.

Goods and Service Tax (GST)

Gujarat Goods and Services Tax Act, 2017

Central Goods and Services Tax Act, 2017
The Integrated Goods and Services Tax Act, 2017

Goods and Services Tax (GST) is an indirect tax applicable throughout India which replaced multiple cascading
taxes levied by the central and state governments. The GST shall be levied as Dual GST separately but
concurrently by the Union (central tax - CGST) and the States (including Union Territories with legislatures)
(State tax - SGST) / Union territories without legislatures (Union territory tax- UTGST). The Parliament would
have exclusive power to levy GST. (Integrated tax - IGST) on inter-State trade or commerce (including imports)
in goods or services. It was introduced as The Constitution (One Hundred and First Amendment) Act 2017,
following the passage of Constitution 122nd Amendment Bill. The GST is governed by a GST Council and its
Chairman is the Finance Minister of India. Under GST, goods and services are taxed at the following rates, 0%,
5%, 12% and 18%. Besides, some goods and services would be under the list of exempt items.

• INTELLECTUAL PROPERTY RIGHTS (IPR) LEGISLATIONS

In general, the Intellectual Property Rights includes but is not limited to the following enactments:
• Indian Patents Act, 1970
• The Copyright Act, 1957
• The Trade Marks Act, 1999
• Design Act, 2000

Indian Patents Act, 1970

A patent is an intellectual property right relating to inventions and is the grant of exclusive right, for limited
period, provided by the Government to the patentee, in exchange of full disclosure of his invention, for
excluding others from making, using, selling, importing the patented product or process producing that product.
The term invention means a new product or process involving an inventive step capable of industrial
application.

The Copyright Act, 1957

Copyright is a right given by the law to creators of literary, dramatic, musical and artistic works and producers
of cinematograph films and sound recordings. In fact, it is a bundle of rights including, inter alia, rights of
reproduction, communication to the public, adaptation and translation of the work. There could be slight
variations in the composition of the rights depending on the work.

Trade Marks Act, 1999

The Trade Marks Act, 1999 provides for the application and registration of trademarks in India for granting
exclusive rights to marks such as a brand, label and heading and obtaining relief in case of infringement for
commercial purposes as a trade description. The TM Act prohibits any registration of deceptively similar
trademarks or chemical compounds among others. It also provides for penalties for infringement, falsifying and
falsely applying for trademarks.

Designs Act, 2000

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The Design Act, 2000 came into force in May 2001 to consolidate and amend the law relating to protection of
designs. A design refers to the features of shape, configuration, pattern, ornamentation or composition of lines
or colours applied to any article, in two or three dimensional or both forms. In order to register a design, it must
be new and original and must not be disclosed to the public anywhere in India or any other country by
publication in tangible form or in any other way prior to the filing date. A design should be significantly
distinguishable from known designs or combination of known designs in order for it to be registerable. A
registered design is valid for a period of 10 years after which can be renewed for a second period of 5 years,
before the expiration of the original period of 10 years. After such period the design is made available to the
public by placing it in the public domain.

GENERAL LAWS

Apart from the above list of laws – which is inclusive in nature and not exhaustive - general laws like Specific
Relief Act 1963, The Transfer of Property Act, 1882, The Information Technology Act, 2000, Sale of Goods
Act 1930, The Indian Contract Act, 1872 etc. are also applicable to the company.

• OTHER LAWS

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 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 issues an updated circular.

The Reserve Bank of India (“RBI”) also issues Master Directions Foreign Investment in India and updates at the
same from time to time. Presently, FDI in India is being governed by Master Directions on Foreign Investment
No. RBI/FED/2017-18/60 FED Master Direction No. 11/2017-18 dated January 4, 2018, as updated from time
to time by RBI. In terms of the Master Directions, 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 Directions.
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 the 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. The trading activity is specifically listed in the
Permitted Sectors of FDI Policy i.e. 5.2.15.1, hence 100 % foreign direct investment through automatic route is
permitted subject to applicable laws/regulations, security and other conditionalities.

Other Indian laws

In addition to the above, our Company are also governed by the provisions of the Companies Act and rules
framed there under, applicable SEBI regulations and rules framed thereunder, relevant central and state tax laws,
foreign exchange and investment laws and foreign trade laws and other applicable laws and regulation imposed
by the central and state government and other authorities for over day to day business, operations and
administration.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was originally formed as a partnership firm under the Partnership Act, 1932 (“Partnership Act”)
in the name and style of “M/s Arvind Traders”, pursuant to a deed of partnership dated April 23, 1982.
Subsequently, the Constitution of the partnership firm was changed pursuant to partnership deed dated April 01,
1994 and May 16, 2015. "M/s. Arvind Traders" was thereafter converted from a partnership firm to a private
limited company under Part I chapter XXI of the Companies Act, 2013 in the name of “Patron Exim Private
Limited” and received a Certificate of Incorporation dated August 24, 2022 bearing Corporate Identification
Number U51909GJ2022PTC134939 from the Assistant Registrar of Companies, Central Registration Centre,
our Company was converted in to a public limited Company pursuant to a special resolution passed by our
shareholders at the EGM held on October 10, 2022 and consequently the name of our Company was changed to
“PATRON EXIM LIMITED” and a fresh certificate of incorporation was issued by the Registrar of Companies,
Ahmedabad, dated December 2, 2022. The CIN of the Company is U24100GJ2022PLC134939.

Business and Management

Currently, our Company is engaged in the trading and distribution of wide range of pharmaceutical raw material
which is also known as APIs (Active Pharmaceutical Ingredients), industrial chemical, excipient and solvents.
Presently our product portfolio comprises of around 150 AIPs, Excipient, Pharma Chemical & Intermediates.
We are also in the trading of variety of chemicals, such as, Petrochemicals, Dyes & Pigment Chemicals, Paints
& Speciality Chemical, Agro Chemicals, Oil & Refinery Chemicals, Foam & Adhesive, Plywood & Laminates
Chemical. The range of Chemicals also includes food industry & water treatment chemicals, resins & plastics
chemicals, polymers and additives etc. As on date of the prospectus, our business expansion is located in
Ahmedabad and the surrounding area of Gujarat.

For a description of our activities, services, technology, the growth of our Company and regional geographical
segment in which our Company, please refer to chapters titled “Business Overview”, “Industry Overview” and
“Management‘s Discussion and Analysis of Financial Condition and Results of Operations” on pages 69, 63,
and 124 of this Prospectus, respectively. For details of the management and managerial competence of our
Company, please refer chapter titled “Our Management” on page 86 of this Prospectus.

Changes in Registered Office

Changes in registered office since its incorporation to till date is set forth as under:

Sr. Registered Office With Effect Reason for

No. Shifted From Shifted To From Change
1) 6, Rushabh Flat, Behind Sarjan 411, Safal Perlude, B/h Ashwaraj October 03, For
Tower, Memnagar, Ahmedabad Bunglows, 100 FT Road, 2022 Administrative
Gujarat- 380052 India Prahladnagar, Vejalpur, convenience
Ahmedabad Gujarat- 380015
India

Main Objects as set out in the Memorandum of Association of the Company

The Main object clause of the Company as per Memorandum of Association is as under:

To carry on business as manufacturers, producers, processors, makers, converters, importers, exporters, traders,
buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents, sub-
agents, merchants, distributors, consignors, consultants, liasioner, jobbers, brokers, concessionaires or otherwise
deal in all kinds, specification, strengths of pharmaceuticals in all its branches tonics, vitamins, bulk drugs,
vaccines, medical gases, diagnostic agents, surgical & non-surgical articles, A.P.I. Drugs, Intermediates,
medical, Pharmaceutical, Chemicals, preparations and compound drugs and formulations, solvents, catalyst and
Ayurveda, homeopathic, herbal, unani, siddha, bio-chemic Health care products.

Amendments to the Memorandum of Association

The following changes have been made in the Memorandum of Association of our Company since its inception:

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Sr. Date of Passing Type of Particulars
No. of Resolution Meeting
1. October 10, The Company has altered its Object Clause(s) of the Memorandum of
2022 EGM Association of the Company under Section 13(1) of the Companies Act,
2013 by Replaced the existing clause 3 (a) with new objects clause.
2. October 10, EGM The Company was converted from Private Limited to Public Limited
2022 consequently the name of the Company was changed to “Patron Exim
Limited”
3. December 08, EGM Clause V of the MOA was amended to reflect the increase in authorized
2022 share capital of Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares
of Rs. 10/- each was increased to Rs. 25,00,00,000/- divided into
2,50,00,000 Equity shares of Rs.10/- each.

Key Awards, accreditations or recognition

Sr. Issue Date Particulars

No.
1. November 12, 2022 Certification of ISO 9001:2015 in Quality Management System,
2. November 12, 2022 Certification of ISO 22000:2018 in The Food Safety Management System
3. November 12, 2022 Certification of ISO 45001:2018 in Occupational Health & Safety
Management System
4. November 28, 2022 Certified by “INTERNATIONAL QUALITY CERTIFICATION SERVICES
UK LTD” as a “HACCP” in “Hazard Analysis & Critical Control Point
System”
5. November 28, 2022 Certified as “HALAL” in Compliance with the requirements of Islamic Law
and
6. November 28, 2022 Certified as “WHO-GMP” to adopt a Good Manufacturing Practice

Acquisition or divestments of business/undertakings, mergers and amalgamations

Our Company has neither acquired any entity, business or undertakings nor has undertaken any mergers or
amalgamation since the inception of the company.

Strategic Partners

Our Company is not having any strategic partner as on the date of filing this Prospectus.

Financial Partners

Our Company is not having any financial partner as on the date of filing this Prospectus.

Time and Cost Overruns

As on the date of this Prospectus, there have been no time and cost overruns pertaining to our business
operations.

Launch of key products or services, Capacity and Capacity Utilisation, entry in new geographies or exit
from existing markets

For details pertaining to our services, capacity and capacity utilisation, entry in new geographies or exit from
existing markets, please refer chapter titled “Business Overview” on page no. 69 of this Prospectus.

Injunctions or Restraining Orders

As on the date of this Prospectus, there are no injunctions or restraining orders against our Company.

Changes in the activities of our Company in the last Five years

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There is no change in activity of our Company since incorporation.

Defaults or rescheduling of borrowings of our Company with Financial Institutions/Banks

There have been no defaults or rescheduling of borrowings with any financial institutions/banks or conversion
of loans into equity in relation to our Company as on the date of this Prospectus.

Revaluation of assets

Our Company has not revalued its assets since incorporation and has not issued any Equity Shares by
capitalizing any revaluation reserves.

Subsidiaries and Holding Company:

Our Company neither has a Holding company nor has any Subsidiaries Company as on the date of this
Prospectus.

Joint Ventures

Our Company has not entered into any joint-ventures as on the date of this Prospectus.

Total number of shareholders of our Company

As on date of this Prospectus, our Company has 7 shareholders. For details, see “Capital Structure -
Shareholding Pattern of our Company” beginning on page no.43.

Shareholders’ Agreements

Our Company has not entered into any shareholders agreement as on the date of this Prospectus.

Other Agreements

Our Company has not entered into any agreements other than those entered into in the ordinary course of
business with Key Managerial Personnel or Directors or Promoters or any other employee of the issuer, either
by themselves or on behalf of any other person and there are no material agreements before the date of this
Prospectus.

85
 OUR MANAGEMENT
Our Company currently has 5 (Five) directors on our Board out of which 1 (One) is Executive Directors, 2
(Two) are Non-Executive & Non-Independent Director and 2 (Two) Independent Directors.

1. Narendrakumar Patel - Managing Director

2. Sushilabahen Patel - Non- Executive and Non-Independent Director
3. Bhumishth Patel - Non- Executive and Non-Independent Director
4. Om Prakash Agrawal - Independent Director
5. Sumitkumar Patel - Independent Director

BOARD OF DIRECTORS

The Following table sets forth details regarding the Board of Directors as of the date of this Prospectus:
Name, Father’s Name, Address, Date of Birth, Age, Designation, Status, Other Directorships
DIN, Occupation and Nationality
Name: Narendrakumar Gangaramdas Patel 1. Auxilia Pharmaceuticals
Father’s Name: Gangaramdas Patel Private Limited
Address: 111, Glory, Super City, Nr. Hare Krishna Mandir, Santej 2. Solis Inventions Private
Gandhinagar, Gujarat- 382721 Limited
Date of Birth: June 01, 1957 3. Solaris Agritech Private
Age: 65 Years Limited
Designation: Managing Director
Status: Executive & Non Independent Director
DIN: 07017438
Occupation: Business
Nationality: Indian
Term: Five (5) years w.e.f. September 14, 2022
Original Date of Appointment: August 24, 2022 as Executive Director of the
company
Name: Sushilabahen Narendrakumar Patel 1. Solis Inventions Private
Father’s Name: Manilal Shankarlal Patel Limited
Address: Glory 111, Super City, Nr. Hare Krishna Mandir, Santej, Kalol, 2. Auxilia Pharmaceuticals
Gandhinagar - 382721, Gujarat, India. Private Limited
Date of Birth: June 01, 1960 3. Solaris Agritech Private
Age :62 Years Limited
Designation: Director
Status: Non-Executive Director
DIN: 02516571
Occupation: Business
Nationality: Indian
Term: Retire by Rotation
Original Date of Appointment: August 24, 2022 as Executive Director of the
company
Name: Bhumishth Narendrabhai Patel 1. Earum Pharmaceuticals
Father’s Name: Narendrabhai Gangaramdas Patel Limited
Address: 111, Glory, Super City Township, Iscon Temple Road, Santej, 2. Evoq Remedies Limited
Gandhinagar – 382721, Gujarat, India. 3. Madrid Diamond Private
Date of Birth: March 09, 1983 Limited
Age: 39 Years 4. El-Faro Venture Private
Designation: Director Limited
Status: Non-Executive Director 5. Vogue Lifestyle private
DIN: 02516641 Limited
Occupation: Business 6. Espacio Nutriwell Private
Nationality: Indian Limited
Term: Retire by Rotation
Original Date of Appointment: September 14, 2022 as Non Executive
Director of the company
Name: OmPrakash Agrawal 1. Siddhi Industries
Father’s Name: Tej Karan Agrawal Limited

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Address: Bahadur Singh Colony, Ward No 10, Sardarshahar, Churu, Rajasthan
- 380022, India.
Date of Birth: June 22, 1990
Age: 32 Years
Designation: Independent Director
Status: Non-Executive Director
DIN: 07539636
Occupation: Professional
Nationality: Indian
Term: Five (5) years w.e.f. September 14, 2022
Original Date of Appointment: September 14, 2022 as Non-Executive
Independent Director
Name: Sumitkumar Jayantibhai Patel 1. Earum Pharmaceuticals
Father’s Name: Jayantibhai Ganeshbhai Patel Limited
Address: 3/20 Kailashnagar, B/h M.L.A. Quarters, Chamanpura, Civil 2. Waa Solar Limited
Hospital, Ahmedabad - 380016, Gujarat, India. 3. SVS Ventures Limited
Date of Birth: July 12, 1990
Age: 32 Years
Designation: Independent Director
Status: Non-Executive Director
DIN: 08206567
Occupation: Professional
Nationality: India
Term: Five (5) years w.e.f September 14, 2022
Original Date of Appointment: September 14, 2022 as Non-Executive
Independent Director

Confirmations

As on date of this Prospectus

i. None of the Directors are/ were directors of any company whose shares were suspended from trading
by Stock Exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other
regulatory authority in the last five (5) years.
ii. None of the Directors are on the RBI List of willful defaulters.
iii. None of the Directors are/ were directors of any listed entity whose shares were delisted from any
Stock Exchange(s).
iv. Further, none of the directors are/ were directors of any entity which has been debarred from accessing
the capital markets under any order or directions issued by the Stock Exchange(s), SEBI or any other
Regulatory Authority.
v. None of the Directors are fugitive economic offender.

Family Relationship between the Directors

Except as stated below, None of the Directors of our Company are related to each other as per section 2(77) of
the Companies Act, 2013.

Narendrakumar Patel, Promoter & Managing Director of our Company is husband of Sushilabahen Patel,
Promoter & Non Executive Director of the Company and Father of Mr. Bhumishth Patel, Non Executive
Director of the Company.

Arrangements with major Shareholders, Customers, Suppliers or Others

There are no arrangements or understanding between major shareholders, customers, suppliers or others
pursuant to which any of the Directors were selected as a Director or member of a senior management as on the
date of this Prospectus.

Service Contracts

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our

87
Company, including the directors and key Managerial personnel are entitled to any benefits upon termination of
employment.

Borrowing Powers of the Board

The Articles, subject to the provisions of Section 180(1)(c) of the Act authorizes the Board to raise, borrow or
secure the payment of any sum or sums of money for the purposes of our Company. The shareholders have,
pursuant to a special resolution passed at the Extra-ordinary General Meeting held on September 14, 2022, in
accordance with Section 180(1)(c) of the Act authorized the Board to borrow monies from time to time, such
sums of money even though the money so borrowed together with money already borrowed exceeds the
aggregate of the paid-up capital and free reserves of the Company provided, however, that the total borrowing
(apart from the temporary loans taken from the company’s bankers) shall not exceed `200.00 Crores.

Brief Profiles of Our Directors

Narendrakumar Patel aged 65 years, is a Promoter and Managing Director of our company. He is Non-
Matriculate. He has been with Company for last more than two and half decade. Because of his hard work and
skills, our former Partnership Firm has started trading business in the APIs and other range of pharmaceutical
raw material. His keen knowledge and marketing skills has expanded the business in the trading of various
industrial use of chemicals as well. He believes in providing quality of products at affordable price in the
market, which leads the business of Company at a different level of success. He is the pioneer and pillar of our
Company. He look after all the trade, finance and marketing of our Company.

Sushilabahen Patel aged 62 years, is a Promoter & Non-Executive Director of our company. She is Non-
Matriculate. She has clear understanding in the basic principles of trading in the business line of Company. She
handled entire admin & human resources work for our Company.

Bhumishth Patel aged 39 years, is a Non-Executive Director of our Company. He has completed his Bachelor
of Business Administration in 2004 from Som - Lalit Institute of Business Administration, Gujarat University,
Ahmedabad and Diploma in Investment & Financial Analysis from Gujarat University in 2005. He has more
than a decade experience in trading of pharmaceutical raw material & chemicals. He has been witnessing of our
Company’s business since its incorporation as a partnership firm. He is one of promoter and director in two
listed companies having similar line of business.

Om Prakash Agrawal aged 32 years, is an Independent Director of the company. He is a member of Institute
of Company Secretaries India. He has also completed his Bachelors & Master in Commerce from Maharaja
Ganga Singh University, Bikaner. Currently, he is in full time practice and has more than 5 years of experience
in law related matters like Company Law, Securities Law. Under his guidance we will try to achieve best
Compliance of our Company.

Sumitkumar Patel aged 32 years, is an Independent Director of the company. He is a member of Institute of
Company Secretaries India. He has completed his Graduation in Commerce from Gujarat University in the year
2010. He has been on board of listed companies; hence, he is familiar with the listing requirements and listed
compliances with the different authorities. Currently, along with holding directorship in listed companies he is
in employment in the field of Company secretary.

Compensation of Managing Directors and/or Whole-time Directors

Terms and conditions of employment of our Managing Director:

Narendrakumar Patel has been appointed as Managing Director of our Company in the Extra-Ordinary
General Meeting of the company held on September 14, 2022 for a period of Five (5) years commencing from
September 14, 2022.

The remuneration payable is as follows:

Name Narendrakumar Gangaramdas Patel

Date of Agreement December 17, 2022
Period Five (5) years commencing from September 14, 2022
Salary ` 12,00,000/- per annum

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Remuneration paid in FY 2021-22 Not applicable

Payment or benefit to Independent Directors of our Company

We have not paid any sitting fees to our Independent Directors till the date of this Prospectus.

Shareholding of Directors in our Company

The details of the shareholding of our Directors as on the date of this Prospectus are as follows:

Sr. No. Name of the Directors No. of Equity Shares Percentage of Pre-Issue Capital (%)
1. Narendrakumar Patel 77,49,900 45.59
2. Sushilabahen Patel 77,49,900 45.59
3. Bhumisthbhai Patel 500000 2.94
Total 15999800 94.12

Interests of our Directors

Our all Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for
attending meetings of the Board or a committee thereof and as well as to the extent of reimbursement of
expenses payable to them under the Articles.

Our Executive Directors are interested to the extent of remuneration payable to them pursuant to the Articles of
Company and resolution approved by the Board of Directors/Members of the Company as the case may be,
time to time for the services rendered as an Officer or employee of the Company.

The Non-Executive Directors are also members of the Company and are deemed to be interested in the Equity
Shares, if any, held by them and/or any Equity Shares that may be held by their relatives, the companies, firms
and trusts, in which they are interested as directors, members, partners, trustees, beneficiaries and promoters and
in any dividend distribution which may be made by our Company in the future. For the shareholding of the
Directors, please refer “Our Management - Shareholding of Directors in our Company” beginning on page 86
of this Prospectus.

Other than our promoter directors, none of the other Directors have any interest in the promotion of our
Company other than in the ordinary course of business.

Except as stated in the chapter “Business Overview” on page 69 of this Prospectus and in the chapter “Restated
Financial Statement” on page 102 none of our Directors have any interest in the property proposed to be
acquired by our Company

Except as disclosed in the section titled in “Restated Financial Statements” on page 102, our Directors do not
have any other interest in our Company or in any transaction by our Company including, for acquisition of land,
construction of buildings or supply of machinery.

For details with respect to loan to directors, please refer to chapter titled “Restated Financial Statement” on
page 102 of this Prospectus.

Payment of benefits (non-salary related)

Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding the
date of filing of this Prospectus or is intended to be paid or given to any of our Directors except the
remuneration for services rendered.

Bonus or profit-sharing plan for the Directors

None of the Directors are party to any bonus or profit-sharing plan of our Company.

Changes in our Company’s Board of Directors during the last three (3) years

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Following are the changes in the Board of Directors during the last three (3) years

Name of Directors Date of Date of Change in Reasons for changes in the

Appointment / Designation / Board
Regularization Cessation
Appointment as Executive
Narendrakumar Patel August 24, 2022 -
Director
Appointment as Executive
Sushilabahen Patel August 24, 2022 -
Director
Change in Designation as
Narendrakumar Patel September 14,2022
Managing Director
Change in Designation as
Sushilabahen Patel September 14,2022
Non Executive Director
Appointed as Non- Executive
Bhumishth Patel September 14,2022 -
Director
Appointed as Non-Executive
Om Prakash Agrawal September 14,2022 -
Independent Director
Appointed as Non-Executive
Sumitkumar Patel September 14,2022 -
Independent Director
Appointed & Resigned as
Premaram Patel September 14,2022 December 12, 2022 Non-Executive Independent
Director

Management Organization Structure

The following chart depicts our Management Organization Structure

Board of
Director

Narendrakuma Sushilabahen Bhumishth

r patel Sumitkumar Om Prakash
Patel Patel Agrawal
(Managing Patel
(Non Executive (Non Executive (Independent
Director) Director) Director) (Independent
Director) Director)

Hardikkumar Sonia Kakani

Patel (Company Secretary
(Chief Financial and Compliance
Officer) Officer)

COMPLIANCE WITH CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013, with respect to the Corporate Governance,
provisions of the SEBI Listing Regulations except Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D, and E of Schedule will be applicable to
our company immediately upon the listing of Equity Shares on the Stock Exchanges.

Constitutions of Committees

Our Company has constituted the following committees:

1. Audit Committee

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors
held on December 12, 2022 as per the applicable provisions of the Section 177 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the

90
 compliance of the Corporate Governance Provisions, and proposed applicable provisions of the SEBI (LODR)
Regulation, 2015. The Audit Committee comprises following members.

Name Designation Status in Committee

Sumitkumar Jayantibhai Patel Independent Director Chairman
Om Prakash Agrawal Independent Director Member
Narendrakumar Gangaramdas Patel Managing Director Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the
Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the
shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and
its terms of reference shall include the following:

Terms of reference:

Role of Audit Committee

The scope of audit committee shall include, but shall not be restricted to, the following:

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, with particular reference to:
A. matters required to be included in the director’s responsibility statement to be included in the
board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
B. changes, if any, in accounting policies and practices and reasons for the same;
C. major accounting entries involving estimates based on the exercise of judgment by management;
D. significant adjustments made in the financial statements arising out of audit findings;
E. compliance with listing and other legal requirements relating to financial statements;
F. disclosure of any related party transactions;
G. modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public 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. 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;
16. 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;
17. 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;
18. To review the functioning of the whistle blower mechanism;

91
19. Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

Review of information by Audit Committee

The audit committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses; and
4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.
5. Statement of deviations:
1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1).
2. 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 Section 178 of the Companies Act,
2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions, and proposed
applicable provisions of the SEBI (LODR) Regulation, 2015 vide board resolution dated December 12, 2022.
The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Status in Committee

Bhumishth Narendrabhai Patel Non- Execute Director Chairman
Sumitkumar Jayantibhai Patel Independent Director Member
Om Prakash Agrawal Independent Director Member

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:

Terms of Reference

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company.

3. Nomination and Remuneration Committee

Our Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies
Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions, and

92
proposed applicable provisions of the SEBI (LODR) Regulation, 2015 vide board resolution dated December
12, 2022. The Nomination and Remuneration Committee comprises the following members:

Name Designation Status in Committee

Om Prakash Agrawal Independent Director Chairman
Sumitkumar Jayantibhai Patel Independent Director Member
Bhumishth Narendrabhai Patel Non-Executive Director Member

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:

The terms of reference:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the directors,
key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
3. formulation of criteria for evaluation of performance of independent directors and the board of
directors;
4. devising a policy on diversity of board of directors;
5. identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal.
6. whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.
7. recommend to the board, all remuneration, in whatever form, payable to senior management.

Our Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified experienced professionals, who are
permanent employees of our Company. Following are the Key Managerial Personnel of our Company

Profiles of our Key Managerial Personnel

For the profile of Narendrakumar Patel, a Managing Director, Please refer chapter titled “Our Management -
Brief Biographies of our Directors” on page 86 of this Prospectus.

The Key Managerial Personnel of our Company other than our Directors are as follows:-

Name, Designation and Qualification Previous Overall Remuneration

Date of Joining Employment Experience paid in previous
year (2021-22)
( ` in Lakhs)
Sonia Kakani B. Com & LL.B. from - - -
Company Secretary Gujarat University,
and Compliance Officer Company Secretary
D.O.J - December 12, From ICSI
2022
Hardikkumar Patel Bachelor of Computer - - -
Chief Financial Officer Application
D.O.J - September 07,

93
2022

Relationship amongst the Key Managerial Personnel of our Company

Except as sated below none of our directors and Key Managerial Personnel of our Company are related to each
other.

Arrangement and Understanding with Major Shareholders/Customers/ Suppliers

None of the above Key Managerial Personnel have entered into to any arrangement/ understanding with major
shareholders/customers/suppliers as on the date of this Prospectus

Bonus or profit-sharing plan of the Key Managerial Personnel

Our Company does not have a profit sharing plans for the Key Management Personnel.

Shareholding of Key Management Personnel in our Company

None of our Key Managerial Personnel except Narendrakumar Patel holds Equity Shares in our Company as on
the date of filing of this Prospectus. For further details, please refer to section titled “Capital Structure”
beginning on page 43 of this Prospectus

Changes in Our Company’s Key Managerial Personnel during the last three (3) years

Name of KMP Designation Date of Event Reason

Hardikkumar Patel Chief Financial Officer September 07, 2022 Appointed as Chief Financial Officer
Raj Kanani Company Secretary and October 03, 2022 Appointed as Company Secretary and
Compliance Officer Compliance Officer
Raj Kanani Company Secretary and December 06, 2022 Cessation as a Company Secretary
Compliance Officer
Sonia Kakani Company Secretary and December 12, 2022 Appointed as Company Secretary and
Compliance Officer Compliance Officer

For details with respect to the Changes in directors who are KMP, please refer to section titled “Changes in
our Company’s Board of Directors during the last three (3) years” on page 86 under chapter titled “Our
Management” of this Prospectus.

Interest of Key Managerial Personnel

Except as disclosed in this Prospectus, the Key Managerial Personnel of our Company do not have any interest
in our Company other than to the extent of their shareholding, remuneration or benefits to which they are
entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the
ordinary course of business.

Employee Stock Option or Employee Stock Purchase

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date
of this Prospectus.

Payment of Benefits to of Our KMPs (non-salary related)

Except as disclosed in this Prospectus other than any statutory payments made by our Company to its KMPs,
our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or to its
employees.

For further details, please refer section titled ‘Restated Financial Statements’ beginning on page 102 of this
Prospectus.

94
 OUR PROMOTERS AND PROMOTER GROUP

The Promoters of our Company are:

Narendrakumar Gangaramdas Patel aged 65 years, is the Managing

Director of our company.
Date of Birth – June 01, 1957
Personal Address: 111, Glory, Super City, Nr. Hare Krishna Mandir, Santej
Gandhinagar, Gujarat- 382721
Permanent Account Number: ABHPP7019A
For further details of his educational qualifications, experience, positions / posts
held in the past, directorships held and special achievements please refer chapter
titled “Our Management” beginning on page no. 86 of this Prospectus.
Sushilabahen Narendrakumar Patel aged 62 years, is a Non Executive
Director of our company.
Date of Birth – June 01, 1960
Personal Address: Glory 111, Super City, Nr. Hare Krishna Mandir, Santej,
Kalol, Gandhinagar - 382721, Gujarat, India.
Permanent Account Number: ABIPP6131C
For further details of her educational qualifications, experience, positions / posts
held in the past, directorships held and special achievements please refer chapter
titled “Our Management” beginning on page no. 86 of this Prospectus.
For details of the build-up of our Promoter’ shareholding in our Company, please see “Capital Structure –
Shareholding of our Promoters” beginning on page no 43 of this Prospectus.

Other Confirmations

We confirm that the details of the permanent account numbers, bank account numbers, passport numbers,
Aadhar card and Driving License of our Promoters will be submitted to the Stock Exchange at the time of filing
the Prospectus with the Stock Exchange.

As on the date of this Prospectus, our Promoter and members of our Promoter Group have not been prohibited
by SEBI or any other regulatory or governmental authority from accessing capital markets for any reasons.
Further, our Promoter is not promoter and director in any other company that is or has been debarred from
accessing the capital markets under any order or direction made by SEBI or any other authority.

Our Promoter has neither been declared as a wilful defaulter nor as a fugitive economic offender as defined
under the SEBI (ICDR) Regulations and there are no violations of securities laws committed by our Promoter in
the past and no proceedings for violation of securities laws are pending against our Promoter.

Other ventures of Promoters

Other than as disclosed in this section, our Promoters is not involved in any other ventures. For details
pertaining to material ventures of our Promoter refer chapter titled “Financial Information of our Group
Companies” beginning on page no. 98 of the Prospectus.

Change in the management and control of the Issuer

Our Promoters are the original Promoters of our Company and there has been no change in the control of our
Company in the five years immediately preceding the date of this Prospectus.

Relationship of Promoters with our directors

None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act, 2013,
Except Narendrakumar Patel and Sushilabahen Patel are Husband and Wife, and Bhumishth Narendrabhai Patel
is the son of Narendrakumar Patel and Sushilabahen Patel.

Interest of Promoters

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Our Promoters is interested in our Company to the extent of the promotion of our Company and to the extent of
their shareholdings, Managing Director in our Company and the shareholding of their relatives in our Company
and the dividend declared and due, if any, and employment related benefits, if any paid by our Company. For
further details, please refer chapters titled “Capital Structure” and “Our Management” beginning on pages 43
and 86, respectively of this Prospectus. For further details, please refer chapters titled “Capital Structure -
Shareholding of our Promoter and Promoter Group” beginning on page 43 and “Restated Financial
Statements” on page 102, respectively of this Prospectus.

Our Promoters are not interested as a member in any firm or company which has any interest in our Company.
Further, no sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our
Promoters are interested as a member or proprietor or partner, in cash or shares or otherwise by any person
either to induce our Promoters to become, or qualify him as a director, or otherwise for services rendered by our
Promoters or by such firm or company in connection with the promotion or formation of our Company.

Interest in the properties of our Company

Our Promoters and members of Promoter Group do not have any interest in any property acquired by or
proposed to be acquired by our Company during a period of three years prior to filing of the Prospectus.

Interest as members of our Company

Our Promoters are interested to the extent of their shareholding, the dividend declared in relation to such
shareholding, if any, by our Company. For further details in this regard, please refer chapter titled “Capital
Structure” beginning on page 43 of this Prospectus.

No sum has been paid or agreed to be paid to our Promoters and our Promoters are not interested as members of
any firm or any company and hence no sum has been paid or agreed to be paid to such firm or company in cash
or shares or otherwise by any person for services rendered by our Promoters or by such firm or company in
connection with the promotion or formation of our Company.

Other Interest

Our Promoter and members of Promoter Group do not have any interest in any property acquired by or proposed
to be acquired by our Company during a period of three years prior to filing of the Prospectus. Our Promoter do
not have any interest in any transaction in the acquisition of land, construction of building or supply of
machinery or any other contract, agreement or arrangement entered into by the Company and no payments have
been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Payment of benefits to our Promoters

Except as stated in the Annexure – 30 “Related Party Transactions” on page 121 there has been no payment of
benefits to our Promoters during the two years preceding the filing of this Prospectus.

Guarantees

Except as stated in the section titled "Restated Financial Statements" beginning on page 102 of this Prospectus,
respectively, there are no material guarantees given by the Promoter to third parties with respect to specified
securities of the Company as on the date of this Prospectus.

Details of Companies / Firms from which our Promoters have disassociated

Except stated below. Our Promoters have not disassociated themselves from any firms or companies in the last
three (3) years preceding this Prospectus.

1. Narendrakumar Patel has disassociated himself as director in M/s Earum Pharmaceuticals Limited
w.e.f May 08, 2021.

Our Promoter Group

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Our Promoter Group in terms of Regulation and 2(1)(pp) of the SEBI ICDR Regulations, 2018. In addition to
our Promoters named above, the following individuals and entities form a part of the Promoter Group:

1. Individual persons who are part of our Promoter Group

Promoters: Narendrakumar Patel and Mrs. Sushilabahen Patel

Promoter Narendrakumar Patel Sushilabahen Patel

Father Lt. Gangaramdas Revabhai Patel Manilal Shankarlal Patel
Mother Lt. Parvatiben Gandaramdas Patel Dhuliben Manilal Patel
Spouse Sushilabahen Narendrakumar Patel Narendrakumar Gangaramdas Patel
Brother Natubhai Gangaramdas Patel Mahendrakumar Manilal Patel
Lt. Dahyabhai Gangaramdas Patel Kirtikumar Manilal Patel
Sister Kapilaben Shantilal Patel Vimlaben Manilal Patel
Lt. Jyotsanaben Ashokkumar Patel
Premilaben Satishkumar Patel
Son Bhumishth Narendrabhai Patel Bhumishth Narendrabhai Patel
Daughter - -
Spouse's Father Manilal Shankarlal Patel Lt. Gangaramdas Revabhai Patel
Spouse's Mother Dhuliben Manilal Patel Lt. Parvatiben Gandaramdas Patel
Spouse's Brother Mahendrakumar Manilal Patel Natubhai Gangaramdas Patel
Kirtikumar Manilal Patel Lt. Dahyabhai Gangaramdas Patel
Spouse's Sister Vimlaben Manilal Patel Kapilaben Shantilal Patel
Lt. Jyotsanaben Ashokkumar Patel
Premilaben Satishkumar Patel

Companies, Proprietary concerns, HUF’s related to our promoters

Nature of Relationship Entity

Anybody corporate in which twenty per cent. or more of 1. Earum Pharmaceuticals Limited
the equity share capital is held by the promoters or an 2. Evoq Remedies Limited
immediate relative of the promoters or a firm or Hindu 3. Auxilia Pharmaceuticals Private Limited
Undivided Family in which the promoters or any one or 4. Solis Inventions Private Limited
more of their relative is a member 5. Solaris Agritech Private Limited
6. Madrid Diamond Private Limited
7. El-Faro Venture Private Limited (Firmly Known
as BNP Agricorp Private Limited)
8. Vogue Lifestyle Private Limited (firmly Know
as Vogue Wellness Private Limited)
9. Espacio Nutriwell Private Limited
10. Finvention Finvest Private Limited
11. Alantis Comtrade LLP
12. Alantis Globe LLP
13. Alantis EXIM LLP
14. OTP Advisory LLP
15. OTP Tradex LLP
Anybody corporate in which a body corporate as -
provided in above holds twenty per cent. or more, of the
equity share capital; and
Any Hindu Undivided Family or firm in which the Narendrakumar Patel – HUF
aggregate share of the promoters and their relatives is Bhumisth Patel – HUF
equal to or more than twenty per cent. of the total M/s S N Globe
capital; M/s N G Overseas
M/s Atlantis Exim

For further details on our Promoter Group refer Chapter Titled “Financial Information of our Group Companies”
beginning on page no.98 of Prospectus.

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 FINANCIAL INFORMATION OF OUR GROUP COMPANIES

As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, for the purpose of identification
of Group Companies, our Company has considered those companies as our Group Companies which is covered
under the applicable Accounting Standard (AS-18) as per the Restated Financial Statements of our Company.
Further in addition to it, pursuant to a resolution of our Board dated December 20, 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 any such company is an Associate Company of our Company or our
Company is an Associate Company of such Company.

Except as stated below, there is no company which is considered material by the Board of Directors of our
Company to be identified as Group Company.

Earum Pharmaceuticals Limited

Evoq Remedies Limited
Auxilia Pharmaceuticals Private Limited
Madrid Diamond Private Limited

Details of our Group Companies/Entities:

• Earum Pharmaceuticals Limited

Brief Corporate Information

Date of Incorporation July 26, 2012

Current Activities Company is engaged in the pharmaceutical business involving marketing,
trading and distribution of wide range of pharmaceutical formulation products
such as anti-biotic drugs, anti-malarial drugs, anti-allergic & anti cold drugs,
analgesic/ anti-pyretic & anti inflammatory drugs, dermatology products,
cerebral activator drugs, neurological drugs, gastro intestinal drugs, steroids,
gynecology drugs, calcium, multivitamins, anti-oxidants and injections. The
Company offer around pharmaceutical formulation products, of which some
products are marketed by self under own brand name, the manufacturing of
which is outsourced by us to third parties.
CIN L24230GJ2012PLC071299
Registered Office Address A-1106, Empire Business Hub Near AUDA Water Tank, Science City Road,
Sola Ahmedabad – 380060.

Board of Directors

As on date of this Prospectus the Board of Directors comprised of:

Sr. No. Name of the Directors Designation DIN Number
1. Parimal Suryakant Patwa Director 00093852
2. Bhumishth Narendrabhai Patel Director 02516641
3. Payal Bhumishth Patel Whole Time Director 05300011
4. Dahyabhai Mafatlal Patel Director 07061899
5. Sumitkumar Jayantibhai Patel Director 08206567
6. Harsh Mahendrakumar Kothari Director 09310696

• Evoq Remedies Limited

Brief Corporate Information

Date of Incorporation February 24, 2010

Current Activities Company is in trading of Pharmaceuticals Raw Materials, Excipients, Bulk
Drugs to the customers located in Ahmedabad.
CIN L24230GJ2010PLC059692
Registered Office Address A-1106, Empire Business Hub Near AUDA Water Tank, Science City Road,

98
 Sola Ahmedabad – 380060.

Board of Directors

As on date of this Prospectus the Board of Directors comprised of:

Sr. No. Name of the Directors Designation DIN Number
1. Bhumishth Narendrabhai Patel Managing Director 02516641
2. Payal Bhumishth Patel Director 05300011
3. Pranav Manoj Vajani Director 09213749
4. Digesh Mansukhlal Deshaval Director 09218553
5. Tarunkumar Gunvatlal Patel Director 09433349

• Auxilia Pharmaceuticals Private Limited

Brief Corporate Information

Date of Incorporation July 26, 2012

Current Activities The Company is in trading of pharmaceuticals in all its branches, tonics,
vitamins, bulk drugs, vaccines, medical gases, diagnostic agents, surgical &
non surgical articals, A.P.I, Drugs Intermediates, medical, Pharmaceuticals
Chemicals, preparation and compound drugs and formulations, solvents,
catalyst and ayurvedic, homeopathic, herbal, unani, siddha, bio-chemic Health
care products.
CIN U74110GJ2012PTC071296
Registered Office Address 6, Rushabh Flat, B/h. Surjan Tower Nr. Sharda School, Memnagar Ahmedabad
- 380052.

Board of Directors

As on date of this Prospectus the Board of Directors comprised of:

Sr. No. Name of the Directors Designation DIN Number
1. Sushilabahen Narendrakumar Patel Director 02516571
2. Narendrakumar Gangaramdas Patel Director 07017438

• Madrid Diamond Private Limited

Brief Corporate Information

Date of Incorporation December 09, 2003

Current Activities The Company is in the business of import exporters buyers, dealers,
distributors, of all kinds of precious and semi-precious stones, diamonds,
emeralds, pearls gems, industrial diamonds, synthetic diamonds, ruby,
sapphire, technical and industrial jewels, ruby balls, agate, quartz, crystals,
liquid crystals, yellow, white metals, jewellers, bullion's, yellow plates, white
plates and ornaments there of.
CIN U51398MH2003PTC143443
Registered Office Address 519/B, Panchratna, M. P. Road, Opera House, Mumbai - 400004.

Board of Directors

As on date of this Prospectus the Board of Directors comprised of:

Sr. No. Name of the Directors Designation DIN Number
1. Bhumishth Narendrabhai Patel Director 02516641
2. Payal Bhumishth Patel Director 05300011

In accordance with the SEBI (ICDR) Regulations, certain financial information in relation to our Group
Company for the previous three financial years, extracted from its audited financial statements (as applicable) is

99
 available at the website: https://patronexim.com/investors/groupcompanies. This information is referred to as
the “Group Company Financial Information.

Our Company is providing a link to such website solely to comply with the requirements specified under the
SEBI (ICDR) Regulations, 2018.

Other confirmations:

A. The Company is not a listed Company

B. The Company is neither a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1985 nor is under winding up.
C. There are no defaults in meeting any Statutory/bank/institutional dues and no proceedings have been
initiated for economic offences against the Company

Common Pursuit:

All our Group Companies/ entities belongs to Promoter and/or Promoter Group Companies/ Entities, except
Madrid Diamond Private Limited are engaged in similar line of business as of our Company. We cannot assure
that our Promoters or Promoter Group will not promote any new entity in the similar line of business and will not
favor the interests of the said entities over our interest or that the said Entity will not expand their businesses
which may increase our chances of facing competition. This may adversely affect our business operations and
financial condition of our Company. For further details, please see Risk Factors on page 19 of this Prospectus. For
details of our Promoter Group and Group Companies refer to Section titled “Our Promoters and Promoter Group”
& “Our Group Company” on page 95 and 98 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.

Business Interests amongst our Company and Group Company /Associate Company

Except as disclosed in Annexure – 30 “Related Party Transactions” on page 121, none of our Group Entities have
any business interest in our Company.

Additionally, our Company will pay remuneration and salary to our Directors and Key Managerial Personnel as
approved by the Board of Directors and Shareholders of our Company.

In addition to all above transactions proposed to be entered, our Company may also propose to enter in to new
transactions or transactions beyond the present omnibus approval given by the Board of Directors/Audit
Committee after obtaining the fresh approval for the new transactions or transactions beyond the omnibus
approval specified above.

Sale or Purchase between Our Company and Our Promoter Group Company:

For details, see Annexure – 30 “Related Party Transactions” on page 121 of Prospectus.

Changes in Accounting Policies in the last three years

Except as mentioned under the paragraph Changes in Significant Accounting Policies, under Chapter titled
“Restated Financial Statements” beginning on page 102 of the Prospectus, there have been no changes in the
accounting policies in the last three years.

Litigation

For details relating to the legal proceedings involving the Group Entities, see “Outstanding Litigations and
Material Developments” on page 131 of this Prospectus.

100
 DIVIDEND POLICY

As on the date of this Prospectus, our Company does not have a formal dividend policy. The declaration and
payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved by our
Shareholders, at their discretion, in accordance with provisions of our Articles of Association and applicable
law, including the Companies Act (together with applicable rules issued thereunder).

Any future determination as to the declaration and payment of dividends will be at the discretion of our Board
and will depend on factors that our Board deems relevant, including among others, our contractual obligations,
applicable legal restrictions, results of operations, financial condition, revenues, profits, over financial condition,
capital requirements and business prospects.

In addition, our ability to pay dividends may be impacted by a number of other factors, including restrictive
covenants under our current or future loan or financing documents. For more information on restrictive
covenants under our current loan agreements, see “Restated Financial Statement” on page 102. Our Company
may pay dividend by cheque, or electronic clearance service, as will be approved by our Board in the future.
Our Board may also declare interim dividend from time to time.

The Company has not declared and paid any dividends on the Equity Shares in any of the three Financial Years
preceding the filing of this Prospectus.

101
 Section VI – Financial Information

Restated Financial Information

INDEPENDENT AUDITOR’S REPORT

(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,
PATRON EXIM LTD
(Formerly known as Arvind Traders-Partnership Firm)
411, Safal Prelude, B/h Ashwaraj Bunglows,
100 Ft. Road, Prahladnagar,
Ahmedabad -380015

Dear Sir,

1. Report on Restated Financial Statements

We have examined the Restated Financial Statements of PATRON EXIM LIMITED (hereinafter referred as
“the Company”), the summarized statements of which annexed to this report have been prepared in accordance
with the requirements of:

i. Section 26 read with the applicable provisions within Rule-4 to 6 of Companies (Prospectus and
Allotment of Securities) Rules, 2014 of Companies Act, 2013, As amended (hereinafter referred to as
the “Act”) and

ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“the Regulation”) (“SEBI ICDR Regulations”) issued by the Securities and
Exchange Board of India (SEBI) and amendments made thereto;

iii. The terms of reference to our engagements with the Company requesting us to examine financial
statements referred to above and proposed to be included in the Draft Prospectus/Prospectus being
issued by the Company for its proposed Initial Public Offering of equity shares on BSE SME Platform
(“IPO” or “SME IPO”);

iv. The (Revised) Guidance Note on Reports in Company Prospectus issued by the Institute of Chartered
Accountants of India (“ICAI”); and

v. In terms of Schedule VI of the SEBI (ICDR) Regulations, 2018 and other provisions relating to
accounts, We, M/s J M PATEL & BROS., have been subjected to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and holds valid Peer Review Certificate dated 26th
August 2022 No. 014552 as issued by.

The Restated Summary Statements and Financial information of the Company have been extracted and prepared
by the management from the Audited Financial Statements of the Company for the financial year ended March
31, 2022, March 31, 2021 and March 31, 2020 and for the period ended on November 30, 2022 which have been
approved by the Board of Directors. as issued by ICAI.

2. Financial Statements for the financial year ended on March 31, 2020, March 31, 2021 and March 31, 2022
has been audited by M/s R R Gohil & Co. (FY 2019-20), M/s Dipti Shah (FY 2020-21) and M/s. Shreyans
Shah & Co. (FY 2021-22) Chartered Accountants and for the period ended on November 30, 2022 has
been audited by J M PATEL & BROS., and accordingly reliance has been placed on the financial
information examined by them for the said Years. The Financial Report included for those years is based
solely on the report submitted by them.

3. We have also carried out re-audit of the financial statements for the year ended on March 31, 2022 as
required by SEBI regulations.

102
4. Financial Information as per Audited Financial Statements:

1. We have examined:

a) The attached Restated Statement of Assets and Liabilities of the company, as at November 30, 2022,
March 31, 2022, March 31, 2021, and March 31, 2020, (Annexure I);

b) The attached Restated Statement of Profits and Losses of the Company for the period ended on
November 30, 2022 and for the financial Years ended on March 31, 2022, March 31,
2021, and March 31, 2020,

c) The attached Restated Statement of Cash flow of the Company for the period ended on November 30,
2022 and for the financial Years ended on March 31, 2022, March 31,
2021, and March 31, 2020,

d) The Significant Accounting Policies adopted by the Company and notes to the Restated Financial
Statements along with adjustments on account of audit qualifications / adjustments / regroupings.
(Annexure IV);

(Collectively hereinafter referred as “Restated Financial Statements” or “Restated Summary Statements”)

2. In accordance with the requirements of Act, ICDR Regulations as amended from time to time,
Guidance Note on the reports in Company Prospectus (Revised) issued by ICAI and the terms of our
Engagement Letter, we further report that:

i. The “Restated Statement of Assets and Liabilities” as set out in Annexure I to this report, of the
Company as at November 30, 2022, March 31, 2022, March 31, 2021, and March 31, 2020, are
prepared by the Company and approved by the Board of Directors, as set out in Annexure 01. This
Statement of Assets and Liabilities, as restated have been to arrive 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 the Restated
Summary Statements as set out in Annexure IV to this Report.

ii. The “Restated Statement of Profit and Loss” as set out in Annexure II to this report, of the Company
for the period ended on November 30, 2022 and for the financial Years ended on March 31, 2022,
March 31, 2021 and March 31, 2020 are prepared by the Company and approved by the Board of
Directors, as set out in Annexure 02. This Statement of Profit and Loss, 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 the Restated Summary Statements as set out in Annexure IV to this Report.

iii. The “Restated Statement of Cash Flow” as set out in Annexure II to this report, of the Company for the
period ended on November 30, 2022 and for the financial Years ended on March 31, 2022, March 31,
2021 and March 31, 2020 are prepared by the Company and approved by the Board of Directors, as set
out in Annexure 03. This 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 the Restated
Summary Statements as set out in Annexure 04 to this Report.

3. Based on the above and also as per the reliance placed by us on the audited financial statements of the
company and Auditors Report thereon which have been prepared by Statutory Auditor of the Company
for the period ended on November 30, 2022, and for the years ended on March 31, 2022 March 31,
2021, and March 31, 2020, we are of the opinion that “Restated Financial Statements” or “Restated
Summary Statements” have been made after incorporating:

a) Adjustments for any material amounts in the respective financial years have been made to which
they relate; and
b) There are no Extra-ordinary items that need to be disclosed separately in the Restated Summary
Statements.

103
 c) Adjustments on account of the statutory audit qualifications, if any, have been given effect and
regrouped 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 the Restated
Summary Statements as set out in Annexure IV to this Report.

d) Adjustments in Financial Statements have been made in accordance with the correct accounting
policies, which includes the impact of provision of gratuity made on actuarial valuation basis in the
Restated Financial statements.

e) There was no change in accounting policies, which needs to be adjusted in the “Restated Financial
Statements” except mentioned in clause d) above.

f) There are no revaluation reserves, which need to be disclosed separately in the “Restated Financial
Statements.

g) The Company has not paid any dividend on its equity shares till November 30, 2022.

4. Other Financial Information:

1. We have also examined the following financial information as set out in annexure prepared by the
Management and as approved by the Board of Directors of the Company for the period ended on November
30, 2022 and for the Years ended on March 31, 2022 March 31, 2021, and March 31, 2020.

Restated Statement of Share Capital, Reserves and Surplus Annexure-05

Restated Statement of Long Term and Short Term Borrowings/ Statement of principle Annexure-06
Term of Secured loan and Assets charges as security and Statement of term &
Condition of unsecured Loans.
Restated Statement of Long-Term Provisions Annexure-07
Restated Statement of Short-Term Borrowing Annexure-08
Restated Statement of Trade Payables Annexure-09
Restated Statement of Other Current Liabilities Annexure-10
Restated Statement of Short-Term Provision Annexure-11
Restated Statement of Fixed Assets Annexure-12
Restated Statement of Non-Current Investments Annexure-13
Restated Statement of Long-Term Loans and Advances Annexure-14
Restated Statement of Non-Current Investment Annexure-15
Restated Statement of Inventory Annexure-16
Restated Statement of Trade Receivables Annexure-17
Restated Statement of Cash & Cash Equivalents Annexure-18
Restated Statement of Short-Term Loans and Advances Annexure-19
Restated Statement of Other Current Assets Annexure-20
Restated Statement of Turnover Annexure-21
Restated Statement of Non- Operating Income Annexure-22
Restated Statement of Cost of Purchase Annexure-23
Restated Statement of Employee Benefits Expenses Annexure-24
Restated Statement of Finance Cost Annexure-25
Restated Statement of Other Expenses Annexure-26
Restated Statement of Dividend Declared Annexure-27
Restated Statement of Capitalization Annexure-28
Restated Statement of Tax Shelter Annexure-29
Restated Statement of Related Party Transaction Annexure-30
Restated Statement of Mandatory Accounting Ratios Annexure-31
2. We have carried out Re-audit of the financial statements for the Year ended on March 31, 2022 as required
by SEBI regulations. We have not audited any financial statements of the Company as of any date or for
any period subsequent to November 30, 2022. Accordingly, we do not express any opinion on the financial

104
 position, results or cash flows of the Company as of any date or for any period subsequent to November 30,
2022.

3. The preparation and presentation of the Financial Statements referred to above are based on the Audited
financial statements of the Company in accordance with the provisions of the Act and the Financial
Information referred to above is the responsibility of the management of the Company.

4. In our opinion, the above financial information contained in Annexure I to III and Annexure A to Y of this
report read along with the Restated statement of Significant Accounting Polices and Notes as set out in
Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have
been prepared in accordance with paragraph B, Part II of Schedule II of the Act, the SEBI Regulations, The
Revised Guidance Note on Reports in Company Prospectus and Guidance Note on Audit
Reports/Certificates on Financial Information in Offer Documents issued by the Institute of Chartered
Accountants of India (“ICAI”) to the extent applicable, as amended from time to time, and in terms of our
engagement as agreed with the Company. We did not perform audit tests for the purpose of expressing an
opinion on individual balances of account or summaries of selected transactions, and accordingly, we
express no such opinion thereon.

5. Consequently, the financial information has been prepared after making such regroupings and adjustments
as were, in our opinion, considered appropriate to comply with the same. As result of these regroupings and
adjustments, the amount reported in the financial information may not necessarily be same as those
appearing in the respective audited financial statements for the relevant years.

6. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
report, nor should this have constructed as a new opinion on any of the financial statements referred to
herein.

7. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.

8. 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 adjusted for any other purpose without our written consent.

9. Auditor’s Responsibility

Our responsibility is to express an opinion on these restated financial statements based on our audit. We
conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor ‘s judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by management, as well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.

10. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the restated
financial statements read together with the notes thereon, give the information required by the Act in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in
India, to the extent applicable.

105
 a) In the case of Restated Statement of Assets and Liabilities of the Company as at March 31,2020, March
31, 2021, March 31, 2022 and November 30 2022;
b) In the case of the Restated Statement of Profit and Loss, of the profit/(Loss) of the Company for the
Years/Period ended on that date; and

For, M/s. J M PATEL & BROS., Chartered Accountants

FRN: 107707W

Sd/-
CA JASHWANT M PATEL
Partner
Membership No:.030161
Date: 06th January 2023
Place: AHMEDABAD
UDIN NO: 23030161BGRRBE3688

106
ANNEXURE 01 STATEMENT OF ASSETS AND LIABILITIES AS RESTATED (Rs. in Lakhs)
Annexure As at November As on March 31,
Particulars
nos. 30, 2022 2022 2021 2020
Equity & Liabilities
Shareholders' Funds
Share Capital 05 1500.00 514.46 270.43 259.43
Share Application Money - - - -
Reserve & Surplus 05 125.87 - - -
Total (A) 1625.87 514.46 270.43 259.43

Non-Current Liabilities
Long Term Borrowings 06 617.64 - 72.57 -
Deferred Tax Liabilities (Net) - - - -
Long Term Provisions 07 - - - -
Total (B) 617.64 - 72.57 -

Current Liabilities
Short Term Borrowings 08 - - 164.42 137.18
Trade Payables 09 94.49 565.46 251.71 1223.67
Other Current Liabilities 10 8.90 316.75 42.69 8.16
Short Term Provisions 11 100.70 67.90 9.11 5.57
Total (C) 204.09 950.11 467.93 1374.58

Total (D=A+B+C) - TOTAL

LIABILITIES 2447.61 1464.57 810.93 1634.01

Fixed Assets
Tangible Asset 12 1.09 1.28 1.51 -
Intangible Asset - - - -
Non-Current Investments 13 - - - -
Long Term Loans & Advances 14 - - - -
Other Non-Current Assets 15 - - - -
Deferred Tax Assets - - - -
Total (E) 1.09 1.28 1.51 -

Current Assets
Current Investments - - - -
Inventories 16 566.05 310.58 326.38 212.35
Trade Receivables 17 1781.67 1123.39 428.86 1406.62
Cash & Bank Balances 18 10.60 1.12 1.12 0.77
Short Term Loans & Advances 19 82.67 22.64 47.53 7.36
Other Current Assets 20 5.53 5.56 5.53 6.91
Total (F) 2446.52 1463.29 809.42 1634.01

Total (G=E+F) - TOTAL

ASSETS 2447.61 1464.57 810.93 1634.01

• Note: The accompanying summary of significant accounting policies, restated notes to accounts and
notes on adjustments for restated summary financial information (Annexure IV) are an integral part of
this statement.

107
ANNEXURE 02 STATEMENT OF PROFITS AND LOSSES AS RESTATED (Rs. in Lakhs)
Annexure As at November As on March 31,
Particulars
nos. 30, 2022 2022 2021 2020
Revenue
I. Revenue From Operation
Sale of Services and Products 21 960.00 387.95 2053.58 2488.70
II. Other Income 22 94.12 113.66 0.14 27.74
Total Revenue (I+II) 1054.12 501.61 2053.72 2516.44

Expenses
Cost of Material Consumed - - - -
Purchase of Stock in Trade 23 1097.53 321.29 2127.21 2477.91
Changes in Inventories 23 (255.47) 15.80 (114.04) (26.39)
Employee Benefit Expenses 24 4.63 - 8.21 2.40
Finance Cost 25 - 18.48 12.79 11.48
Depreciation and Amortization
Expenses 0.19 0.23 0.27 -
Other Expenses 26 2.59 3.90 4.42 47.04
Total Expenses 849.47 359.70 2038.86 2512.44

Profit before extraordinary

items and tax 204.65 141.91 14.86 4.00
Prior period items (Net) - - - -
Net profit before Tax -
Operating Income 204.65 141.91 14.86 4.00
Provision for Taxes
1. Current taxes 59.24 58.80 7.55 1.80
2. Tax adjustment of earlier years - - - -
3. MAT Credit Entitlements - - - -
4. Deferred tax (Assets)\ Liabilities - - - -
Profit after tax and before
extraordinary items 145.41 83.11 7.31 2.20
Extraordinary items - - - -
Net Profit after extraordinary
items available for appropriation 145.41 83.11 7.31 2.20
Proposed Dividend - - - -
Dividend distribution tax - - - -
Net profit carried to Balance
Sheet 145.41 83.11 7.31 2.20

• Note: The accompanying summary of significant accounting policies, restated notes to accounts and notes on
adjustments for restated summary financial information (Annexure IV) are an integral part of this statement.

108
ANNEXURE 03 STATEMENT OF CASH FLOW, AS RESTATED (Rs. in Lakhs)
As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
A. Cash Flows from Operating Activities
Net Profit before Tax 204.65 141.91 14.86 4.00
Adjustments for:
Depreciation 0.19 0.23 0.27 -
Share Issue Expenses - - - -
Interest & Finance charges - 18.48 12.79 11.48
Interest Income - - - -
Sundry Balances Written Off (Net) - - - -
Unrealized Loss on Investment - - - -
Loss on sale of Assets - - - -
Operating Cash Generated Before Working
Capital Changes 204.84 160.62 27.92 15.48
Decrease (Increase) in Current Investments
(Increase) / Decrease in Inventory (255.47) 15.80 (114.04) (26.39)
(Increase)/ Decrease in Receivables (658.28) (694.52) 977.77 (903.65)
(Increase) / Decrease in Loans and
Advances (60.03) 24.89 (40.17) (6.72)
(Increase)/Decrease in Other current assets 0.03 (0.03) 1.38 (1.19)
Increase/(Decrease) in short term borrowing - - - -
Increase/(Decrease) in Trade Payable (770.16) 581.57 (940.59) 1121.09
Increase/(Decrease) in Other Liabilities 24.15 65.02 6.70 1.79
Increase / (Decrease) in Short Term
Provisions - - - -
Increase / (Decrease) in Long Term
Provisions - - - -
Cash generated from operations (1719.76) (7.27) (108.95) 184.93
Less: Direct taxes (paid) / refund 59.24 58.80 7.55 3.78
Net cash from before Extra-ordinary
items (1574.16) 94.55 (88.58) 196.63
Extra-ordinary items - - - -
Net Cash Flow from Operating Activities
(A) (1574.16) 94.55 (88.58) 196.63

B. Cash Flows from Investing Activities

Sale / (Purchase) of Fixed Assets (Net) - - (1.78) -
Sale / (Purchase) of Non-Investments (Net) - - - -
Interest Received - - - -
Long term Loans & Advances - - - -
Sale of Investment - - - -
Net Cash Generated from Investing
Activities (B) - - (1.78) -

C. Cash Flow from Financing Activities

Net Increase/(Decrease) in Short Term
Borrowings - - - -
Share Application Money Received - - - -
Proceeds / (Repayment) of Borrowings 617.64 (236.99) 99.81 (187.82)
Increase/(Decrease) in Unsecured Loans - - - -
Proceeds of Share Capital 966.00 160.92 3.69 1.32
Other Income - - - -
Adjustments in Reserves and Surplus (Issue - - - -

109
 As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
of bonus Shares)
Interest Expenses - 18.48 12.79 11.48
Dividend Paid (including Dividend Tax) - - - -
Net Cash from Financing Activities [C] 1583.64 (94.55) 90.71 (197.98)
Net Increase / (Decrease) in Cash and
Cash Equivalents (A + B + C) 9.48 - 0.35 (1.35)
Opening Balance of Cash and Cash
Equivalents 1.12 1.12 0.77 2.12
Closing Balance of Cash and Cash
Equivalents 10.60 1.12 1.12 0.77

• Note: The above statements should be read with the significant accounting policies and notes to restated
summary, profits and losses and Statement of Balance Sheet appearing in Annexure 01 & 02.

ANNEXURE-04 SIGNIFICANT ACCOUNTING POLICY AND NOTES TO THE RESTATED

SUMMARY STATEMENTS

BACKGROUND

The Company was converted from M/s Arvind Traders (Partnership Firm) as Patron Exim Private Limited
under the provisions of Companies Act 2013 vide Certificate of Incorporation dated September 06, 2022
issued by the Registrar of Companies, Ahmedabad, Gujarat bearing Corporate Identity Number
U51909GJ2022PTC134939. The name of the Company was subsequently changed to PATRON EXIM
LIMITED pursuant to special resolution passed by the Shareholders at its Extra Ordinary General Meeting
held on October 10, 2022 and a fresh certificate of incorporation consequent upon conversion from Private
Company to Public Company was issued by the Registrar of Companies, Ahmedabad, Gujarat dated
December 2nd, 2022 bearing Corporate Identity Number U24100GJ2022PLC134939.

A. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF PREPARATION OF FINANCIAL SATEMENTS

The Restated Summary Statement of Assets and Liabilities of the Company as on November 30, 2022, March
31, 2022, March 31, 2021, and March 31, 2020,and the Restated Summary Statement of Profit and Loss and
the Restated Summary Statement of Cash flow Statement and the annexure thereto (collectively, the “Restated
Financial Statements” or “Restated Summary Statements”) have been extracted by the management from the
Audited Financial Statements for the period ended on November 30, 2022 and for the year ended March 31,
2022,March 31, 2021,and March 31, 2020.

The financial statements are prepared and presented under the historical cost convention and evaluated on a
going-concern basis using the accrual system of accounting in accordance with the accounting principles
generally accepted in India (Indian GAAP) and the requirements of the Companies Act, including the
Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006 as per section
211(3C) of the Companies Act, 1956 (which are deemed to be applicable as Section 133 of the Companies
Act, 2013 (“the Act”) read with Rule 7 of Companies (Accounts) Rules, 2014).

2. USE OF ESTIMATES

The preparation of financial statements in conformity with Generally Accepted Accounting Principles
(GAAP) requires the management of the Company to make estimates and assumptions that affect the reported
balances of assets and liabilities and disclosures relating to the contingent liabilities, if any, as at the date of
the financial statements and reported amounts of income and expenses during the year. Examples of such
estimates include value of unbilled revenue and value of WIP stock etc. The difference between the actual
results and estimates are recognized in the period in which results are known or materialized.

3. FIXED ASSETS

110
 Tangible Assets are stated at cost of acquisition (net of Cen vat and VAT Credit availed) less accumulated
depreciation and impairment loss if any, except for free hold land which is carried at revalued amount based
on the report from Government approved valuer.

Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the
future benefits from the existing asset beyond its previously assessed standard of performance.

Gains and Losses arising from disposal of the fixed assets which are carried at cost are recognized in the
Statement of Profit & Loss. Individual assets valuing for less than Rs.5,000/- are entirely depreciated in the
year of acquisition.

Intangible Assets

Development costs of some new sintered technology applications are capitalized considering the certainty of
economic benefits likely to arise from the same over a long period. The said capitalized costs are amortized for
the purpose of depreciation / impairment over a period of 36 Months. Cost of development of the intangible
assets consists of material cost, manpower cost, plant overheads and depreciation on machinery.

4. DEPRECIATION

Depreciation on Fixed Assets is provided on Written Down Value Basis as per companies Act 2013 over the
useful life of assets estimated by Management. Individual low-cost assets acquired for less than Rs.5,000/- are
entirely depreciated in the year of acquisition. Intangible assets are amortized over their respective individual
estimated lives on Written Down Value Basis, commencing from the date the asset is available to the
Company for its use.

5. BORROWING COSTS

Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the
arrangement of borrowings. Borrowing costs directly attributable to the acquisition, construction or production
of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they
occur.

6. IMPAIRMENT OF ASSETS

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment
loss is charged to the Statement of Profit and Loss 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
amount.

7. INVESTMENTS

Investments, which are readily realizable and intended to be held for not more than one year from the date on
which such investments are made, are classified as current investments. All other investments are classified as
long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly
attributable acquisition charges such as brokerage, fees and duties.

Current investments are carried in the financial statements at lower of cost and fair value determined on an
individual investment basis. Long-term investments are carried at cost. However, provision for diminution in
value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between it carrying amount and net disposal proceeds is charged
or credited to the statement of profit and loss.

8. REVENUE RECOGNITION

111
 i. Revenue from software development and support services comprises of income from time and
material and fixed price contracts.
ii. Revenue with respect to time and material contracts is recognized as and when related services are
performed.
iii. Revenue from fixed price contract is recognized in accordance with the percentage of completion
method.
iv. Interest income is recognized on time proportion basis.
v. Other income is accounted for on accrual basis in accordance with Accounting Standards (AS) 9-
“Revenue Recognition”.

9. FOREIGN CURRENCY TRANSACTIONS

Recording: -
Transactions in foreign currency are recorded at original rates of exchanges in force at the time when the
transactions are affected.

Realization / Payment: -
Exchange differences arising on realization / payment of foreign exchange during the year are accounted in the
relevant year as income or expense.

Year -end adjustment: -

Foreign exchange difference on monetary items unrealized / outstanding as on year end date is quantified as
per year end exchange rates or forward rate agreement as applicable and are charged to Profit & Loss account.

Hedging: -
In respect of Forward Exchange contracts entered into to hedge foreign currency risks, the difference between
the forward rate and exchange rate at the inception of the contract is recognized as income or expense over the
life of the contract. Further, the exchange differences arising on such contracts are recognized as income or
expense along with the exchange differences on the underlying assets/liabilities. Further, in case of other
contracts with committed exchange rates, the underlying is accounted at the rate so committed. Profit or loss
on cancellations/renewals of forward contracts is recognized during the year.

10. EMPLOYEE BENEFITS

i. The company has no policy of encashment and accumulation of leave. Therefore, no provision of
leave Encashment is required.
ii. Employee Benefits such as Salaries, allowances, non-monetary benefits are debited to
iii. Profit and Loss account.
iv. Provident fund: NA
v. Gratuity: NA

11. SEGMENT ACCOUNTING

(i) Business Segment

a) The business segment has been considered as the primary segment.
b) The Company’s primary business segments are reflected based on principal business activities, the
nature of service, the differing risks and returns, the organization structure and the internal financial
reporting system.
c) The Company’s primary business includes trading of pharma raw material as well as finished
formulation of pharma and accordingly this is the only segment as envisaged in Accounting Standard
17 ‘Segment Reporting’. Disclosure for Segment reporting is not applicable.

(ii) Geographical Segment

The Company supplies its product in domestic market, however primary segment is selected as reportable
segment since there is no comparatively major difference in risk and reward in above geographical segments.

12. ACCOUNTING FOR TAXES ON INCOME

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to

112
 be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. The tax rates and
tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

i. Deferred income taxes reflect the impact of timing differences between taxable income and
accounting income originating during the current year and reversal of timing differences for the
earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively
enacted at the reporting date.

ii. Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are
recognized for deductible timing differences only to the extent that there is reasonable certainty that
sufficient future taxable income will be available against which such deferred tax assets can be
realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses,
all deferred tax assets are recognized only if there is virtual certainty supported by convincing
evidence that they can be realized against future taxable profits.

The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the
carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain,
as the case may be, that sufficient future taxable income will be available against which deferred tax asset can
be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually
certain, as the case may be, that sufficient future taxable income will be available.

13. CONTINGENT LIABILITIES AND PROVISIONS

Provisions are recognized only when there is a present obligation as a result of past events and when a reliable
estimate of the amount of obligation can be made.

Contingent Liability is disclosed for

a) Possible obligation which will be confirmed only by future events not wholly within the control of
the Company or

b) Present obligations arising from the past events where it is not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot
be made.

c) Contingent Assets are not recognized in the financial statements since this may result in the
recognition of income that may never be realized.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that
may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present
obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

14. EARNINGS PER SHARE:

In determining the Earnings Per share, the company considers the net profit after tax which does not include
any post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic
earnings per share is the weighted average number of shares outstanding during the period. Bonus Share
allotment has been considered as if it took place at the beginning of Restatement period.

A. CHANGES IN ACCOUNTING POLICIES IN THE PERIOD/YEARS COVERED IN THE

RESTATED FINANCIALS

There is no change in significant accounting policies.

B. NOTES ON RESTATEMENTS MADE IN THE RESTATED FINANCIALS

1. The financial statements including financial information have been prepared after making such
regroupings and adjustments, considered appropriate to comply with the same. As result of these
regroupings and adjustments, the amount reported in the financial statements/information may not

113
 necessarily be same as those appearing in the respective audited financial statements for the relevant
years.

2. The amounts due to Micro, Small and Medium Enterprises suppliers defined under "The Micro Small
and Medium Enterprises Development Act 2006" have been identified on the basis of information
available with the Company.

3. Provisions, Contingent Liabilities and Contingent Assets (AS 29)

Contingent liabilities and commitments (to the extent not provided for). There are no contingent
liabilities as on the end of respective period except as mentioned in Annexure - Y, for any of the years
covered by the statements.

4. Related Party Disclosure (AS 18)

Related party transactions are reported as per AS-18 of Companies (Accounting Standards) Rules,
2006.

5. Earnings Per Share (AS 20):

Earnings per Share have been calculated and reported in the of the enclosed financial statements.

6. MATERIAL ADJUSTMENTS [AS PER SEBI (ICDR) REGULATIONS, 2009]

Appropriate adjustments have been made in the restated financial statements, whenever required, by
reclassification of the corresponding items of assets, liabilities, in order to ensure consistency and
compliance with requirement of Company Act 2013.

For, M/s. J M PATEL & BROS., Chartered Accountants

FRN: 107707W

SD/-
CA JASHWANT M PATEL
Partner
Membership No:.030161
Date: 06th January ,2023
Place: AHMEDABAD
UDIN NO: 23030161BGRRBE3688

114
ANNEXURE 05 SHARE CAPITAL AND RESERVES & SURPLUS

STATEMENT OF DETAILS OF SHARE CAPITAL, AS RESTATED (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Equity Share Capital - Paid up
At the Beginning of the period
Capital - - - -
Add:
Allotment during the year 1500.00 - - -
Bonus Issue - - - -
Convert from Pref. to Equity
Shares - - - -
Sub Total - o\s at end of period 1500.00 - - -

Capital of Partner - 514.46 270.43 259.43

Preference Shares
Opening Capital - - - -
Add: Allotment - - - -
Less : Convert In to Equity Shares - - - -
Sub Total - Preference Shares - - - -
Total 1500.00 514.46 270.43 259.43

STATEMENT OF DETAILS OF RESERVES & SURPLUS, AS RESTATED (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
A. Surplus
Opening balance - - - -
Add: Addition during the year 145.41 - - -
Net profit/(Net loss) for the current
year
Miscellaneous: Other Income
Less : Prior Period Adjustment (19.54) - - -
Sub Total – Reserves 125.87 - - -

B. Securities Premium
Opening Balance - - - -
Add: Share Premium on Issue of
Equity Shares - - - -
Less: Share Premium utilized for
issue of Bonus Equity Shares - - - -
Sub Total - Share Premium - - - -
Total 125.87 - - -

ANNEXURE 06 STAETEMENT OF DETAILS OF LONG-TERM BORROWINGS (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Unsecured Loan
A. Term Loan
From Bank - - - -
From Others - - - -
B. Loan from Directors,
Relatives & Associates 617.64 - 72.57 -

115
 As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Total 617.64 - 72.57 -

• Note :1. The figures disclosed above are based on the restated summary statement of assets and liabilities of
the Company.
Note: 2. As the unsecured loans are coming from the directors and relatives so they are interest free.

ANNEXURE 07 STAETEMENT OF DETAILS OF LONG-TERM PROVISION (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Provision For Gratuity - - - -
Other Provisions - - - -
Total - - - -

• Notes:
1. The figures disclosed above are based on the restated summary statement of assets and liabilities of the
Company.
2. 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 with
the Company. There was no amount due to any such entities which needs to be disclosed

ANNEXURE 08 STATEMENT OF DETAILS OF SHORT-TERM BORROWINGS (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
SECURED - From Banks
Working Capital Loan- From
Banks - - 164.42 137.18
UNSECURED
Borrowings from Directors - - - -
Current Maturities of Long-term
debts
Total - - 164.42 137.18

ANNEXURE 09 STATEMENT OF TRADE PAYABLE (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Trade Payables due to
a) Micro and Small Enterprises
b) Others 94.49 565.46 251.71 1223.67
- Promoter/Promoter Group
- Others
Total 94.49 565.46 251.71 1223.67

ANNEXURE 10 STATEMENT OF OTHER CURRENT LIABILITIES (Rs. In Lakhs)

As at As on March 31,
Particulars November 30,
2022 2022 2021 2020
Statutory Dues:
Duties & Taxes 8.90 17.56 11.32 8.16
Other Payables
Advance from Customers - 299.19 31.37 -
Other
Other Current Liability- Sub
Total 8.90 316.75 42.69 8.16

116
ANNEXURE 11 STATEMENT OF SHORT-TERM PROVISIONS (Rs. In Lakhs)
As at As on March 31,
Particulars November 30,
2022 2022 2021 2020
Salary Payable
Provision for Income Tax 100.70 67.90 9.11 5.57
Audit Fees Payable - - - -
Other Payables
Total 100.70 67.90 9.11 5.57

ANNEXURE 12 STATEMENT OF FIXED ASSETS AS RESTATED (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Tangible

Computer and Printer

Gross Block 1.78 1.78 1.78 -
Less: Accumulated Depreciation 0.69 0.50 0.27 -
Net Block 1.09 1.28 1.51 -
Net Assets Block- Tangible 1.09 1.28 1.51 -

Net Assets Block- Intangible - - - -

Total Net Assets 1.09 1.28 1.51 -

ANNEXUR 13 STATEMENT OF NON-CURRENT INVESTMENT (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Others - - - -
Total - - - -

ANNEXURE 14 STATEMENT OF DETAILS OF LONG-TERM LOANS & ADVANCES

(Rs. In Lakhs)
As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Security Deposit - - - -
Loan to Other Parties - - - -
Total - - - -

ANNEXURE 15 STATEMENT OF CURRENT INVESTMENT (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Investment - - - -
Total - - - -

ANNEXURE 16 STATEMENT OF INVENTORY (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
(Valued at lower of Cost or Market
Value)
Finished Goods 566.05 310.58 326.38 212.35
Raw Material - - - -
Work in Progress - - - -
Total 566.05 310.58 326.38 212.35

117
ANNEXUR 17 STATEMENT OF DETAILS OF TRADE RECEIVABLES (Rs. In Lakhs)
As at As on March 31,
Particulars November 30,
2022 2022 2021 2020
Trade receivables outstanding for a
period less than six months from the
date they are due for payment &
considered good 854.51 319.63 215.06 799.39
Trade receivables outstanding for a
period more than six months but
less than 1 Year from the date they
are due for payment & considered
good 397.88 - 144.23 536.26
Trade receivables outstanding for a
period more than 1 Year but less
than 2 Year from the date they are
due for payment & considered good 407.13 734.19 - 70.97
Trade receivables outstanding for a
period more than 2 Years from the
date they are due for payment &
considered good 90.90 - - -
Total Trade Receivables (A) 1750.42 1053.82 359.29 1406.62

Advance Given to Customer 31.25 69.57 69.57

Total 1781.67 1123.39 428.86 1406.62

ANNEXURE 18 STATEMENT OF CASH AND CASH EQUIVALENT (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Bank Balance 0.12 0.25 0.25 0
Cash on Hand 10.48 0.87 0.87 0.77
Total 10.60 1.12 1.12 0.77

ANNEXURE 19 STATEMENT OF SHORT-TERM LOANS (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Advances recoverable in cash or
kind for the value to be considered
good 75.93 20.61 20.61 0.51
Advance Income Tax/ TDS 6.74 2.03 26.92 6.85
Other Loans - - - -
Deposit
Total 82.67 22.64 47.53 7.36

ANNEXURE 20 STATEMENT OF OTHER CURRENT ASSETS (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
GST Receivable 5.53 5.56 5.53 6.91
TCS 0 0 0 0
Misc. Expenses 0 0 0 0
Total 5.53 5.56 5.53 6.91

ANNEXURE 21 STATEMENT OF REVENUE FROM OPERATIONS (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020

118
REVENUE FROM
OPERATION
Sale of Products 960.00 387.95 2053.58 2488.70
Total 960.00 387.95 2053.58 2488.70

ANNEXURE 22 STATEMENT OF OTHER INCOME (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Other Income 94.12 113.66 0.14 27.74
Total 94.12 113.66 0.14 27.74

ANNEXURE 23 STATEMENT OF COST OF PURCHASES OF SERVICES AND MATERIALS

(Rs. In Lakhs)
As at As on March 31,
Particulars November 30,
2022 2022 2021 2020
Raw Material Consumed
Total Raw Material Consumed - - - -

PURCHASES OF MATERIALS
& SERVICES
Purchases of Stock in Trade 1097.53 321.29 2127.21 2477.91
Labour Purchase
Total Purchases of Materials &
Services 1097.53 321.29 2127.21 2477.91

CHANGE IN INVENTORY
Opening Stock 310.58 326.38 212.35 185.96
Less: Closing Stock (566.05) (310.58) (326.38) (212.35)
Changes in Inventories (255.47) 15.80 (114.04) (26.39)

ANNEXURE 24 STATEMENT OF EMPLOYEE BENEFIT EXPENSES (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Salaries Expenses 4.63 - 8.21 2.40
Director Remuneration - - - -
Total 4.63 - 8.21 2.40

ANNEXURE 25 STATEMENT OF FINANCE COST (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Other Finance Charges - - - -
Interest Expenses - 18.48 12.79 11.48
Total 0 18.48 12.79 11.48

ANNEXURE 26 STATEMENT OF OTHER EXPENSES (Rs. In Lakhs)

As at As on March 31,
Particulars November 30,
2022 2022 2021 2020
Freight Expense - - 0.71 6.54
Loading and Unloading Expense - - - 4.56
Sales Promotion Expense 0.31 3.72 1.48 22.90
Audit Fees 0.25 - - -
Accounting Expense - - - 0.12
Loan Processing Fees - 0.18 0.66 0.96

119
 As at As on March 31,
Particulars November 30,
2022 2022 2021 2020
Legal & Professional Expense 0.98 - - -
Office Expense 0.36 - 0.59 3.47
Godown Expense - - - 0.98
Repair and Maintenance 0.57 - - 1.14
Rent Expense - - 0.89 2.40
Insurance Expense - - 0.09 0.09
Travelling Expense - - - 2.93
Tea & Refreshment Expense - - - 0.92
Bank Charges - - - 0.03
Stationary and Printing expense 0.12
Total 2.59 3.90 4.42 47.04

ANNEXURE 27 STATEMENT OF DIVIDEND (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
On Equity Shares
Fully Paid-up Share Capital (Rs. In
Lakhs) 1500.00 - - -
Face Value (In Rs.) 10.00 - - -
Paid up value per share (In Rs.) 10.00 - - -
Rate of Dividend - - - -
Total Dividend - - - -
Corporate Dividend tax on above - - - -

ANNEXURE 28 STATEMENT OF CAPITALIZATION (Rs. In Lakhs)

Particulars Pre-Issue as on November 30, 2022 Post Issue
Borrowing
Short - Term Debt - -
Long - Term Debt 617.64 617.64
Total Debt 617.64 617.64
Shareholders' Funds
Share Capital
- Equity 1500.00 2318.00
Less: Calls - in – arrears - -
Share Application money - -
- Preference - -
Reserves & Surplus Including Premium 125.87 1516.47
Total Shareholders’ Funds 1625.87 3834.47
Long - Term Debt / Shareholders Fund 0.38 0.16
Short - Term Debt / Shareholders Fund 0.38 0.16

ANNEXURE 29 STATEMENT OF TAX SHELTERS (Rs. In Lakhs)

As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Profit before tax as per Restated P/L 204.65 141.91 14.86 4.00
Applicable Corporate Tax Rate (%) 28.60% 31.20% 31.20% 31.20%
MAT Tax Rates (%) 15.60% 0.00% 0.00% 0.00%
Adjustments
Permanent Differences(B)
Donation - - - -
Disallowed u/s 37 - - - -

120
 As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Profit/Loss on sale of Fixed Assets - - - -
Total Permanent Differences(B) - - - -
Income considered separately (C)
Interest Income - - - -
Total Income considered separately (C) - - - -
Timing Differences (D)
Difference between tax depreciation and
book depreciation - - - -
Gratuity Disallowed - - - -
Difference due to expenses allowable/
disallowable u/s 43B - - - -
Total Timing Differences (D) - - - -
Net Adjustments E = (B+C+D) - - - -
Tax Expense/(Saving) thereon - - - -
Income chargeable under the head
OTHER SOURCES (F)
Interest Income - - - -
Total Income chargeable under the head
OTHER SOURCES (F) - - - -
Deduction under Chapter VI-A (G)
Deduction u/s 80G - - - -
Total Deduction under Chapter VI-A (G) - - - -
Taxable Income/(Loss) (A+E+F+G) 204.65 141.91 14.86 4.00
Taxable Income/(Loss) as per MAT 204.65 141.91 14.86 4.00
Income Tax as returned/computed
Income Tax as per normal provision 58.93 44.28 4.64 1.25
Income Tax under Minimum Alternative
Tax under Section 115 JB of the Income
Tax Act 31.93 - - -
Net Tax Expenses 58.53 44.28 4.64 1.25
Adjustment for Interest on income tax/
others 0.71 14.52 2.91 0.55
Total Current Tax Expenses 59.24 58.80 7.55 1.80
Tax paid as per normal or MAT Normal Normal Normal Normal

ANNEXURE 30 STATEMENT OF DETAILS OF RELATED PARTY TRANSACTIONS

List of relatives:
List of Relatives Narendrakumar Gangaramdas Patel Sushilabahen narendrakumar Patel
Father Late. Gangaramdas Revabhai Patel Manilal Shankarlal Patel
Mother Late. Parvatiben Gangaramdas Patel Dhuliben Manilal Patel
Brother Natwarlal Gangaramdas Patel Mahendrakumar Manilal Patel
Late. Dahyabhai Gangaramdas Patel Kirtibhai Manilal Patel
Sister Kapilaben Shantilal Patel Vimalaben Manilal Patel
Late. Jyotsanaben Ashokkumar Patel -
Premilaben Satiskumar Patel -
Spouse Sushilabahen Narendrakumar Patel Narendrakumar Gangaramdas Patel
Son Bhumishth Narendrabhai Patel Bhumishth Narendrabhai Patel
Son's Wife Payal Bhumishth Patel Payal Bhumishth Patel

• List of concerns in which directors are interested

1. EARUM PHARMACEUTICALS LIMITED

121
 2. EVOQ REMEDIES LIMITED
3. AUXILIA PHARMACEUTICALS PRIVATE LIMITED
4. MADRID DIAMOND PRIVATE LIMITED
5. BHUMISHTH PATEL HUF
6. NARENDRAKUMAR PATEL HUF
7. N G OVERSEAS
8. CURIS TRADELINK
9. ATLANTIS EXIM
10. S N GLOBE INC
11. SOLIS INVENTIONS PRIVATE LIMITED
12. SOLARIS AGRITECH PRIVATE LIMITED
13. EL-FARO VENTURE PRIVATE LIMITED
14. VOGUE LIFESTYLE PRIVATE LIMITED
15. ESPACIO NUTRIWELL PRIVATE LIMITED
16. FINVENTION FINVEST PRIVATE LIMITED
17. ALANTIS COMTRADE LLP
18. ALANTIS GLOVE LLP
19. ALANTIS EXIM LLP
20. OTP ADVISORY LLP
21. OTP TRADEX LLP

ANNEXURE 30 STATEMENT OF DETAILS OF RELATED PARTY TRANSACTIONS

(Rs. In Lakhs)
Relation As at As on March 31,
Particulars Novembe
r 30, 2022 2022 2021 2020
*Sales
Director’s Company
Earum Pharmaceuticals Limited 135.96 196.87 30.92 -
Evoq remedies Limited Director’s Company 348.35 52.15 - -
Bhumishth Patel HUF Director’s HUF 67.66 - - -
Cedac Medicorp Director’s Partnership - - 227.51 -
*Purchase
Auxilia Pharmaceuticals Private Director’s Company
Limited 418.93 - - -
Director’s Relatives
Curis Tradelink Proprietorship 84.06 - 61.50 -
N G Overseas Director’s Proprietorship 97.81 61.56 - -
S N Globe INC Director’s Proprietorship 47.49 80.84 - -
Atlantis Exim Director’s Proprietorship - 61.34 55.40 -
Cedac Medicorp Director’s Partnership - - 100.73 -
*Unsecured Loans
Narendrakumar Patel Director 316.45 - - -
Sushilabahen Patel Director 301.19 - - -

ANNEXURE 31 OTHER FINANCIAL INFORMATION- STATEMENT OF ACCOUNTING RATIOS

(Rs. In Lakhs)
As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Net worth (A ) 1625.87 514.46 270.43 259.43
Net Profit after Tax ( B ) 145.41 83.11 7.31 2.20
No. of Shares outstanding at the end [F.V
Rs.10] ( C ) 15000000 5144600 2704300 2594300
Weighted average number of shares
outstanding [F.V Rs.10] (D ) 6049383 5144600 2704300 2594300
Earnings per Share (EPS) (B / E) (Rs.) 2.40 1.62 0.27 0.08

122
 As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Return on Net Worth (B / A) 8.94% 16.15% 2.70% 0.85%
Net Assets Value per Share (A / C) 10.84 10.00 10.00 10.00

• Notes:

1) The ratios have been computed as below: The Below ratio's have not been annualized for the period ended
30th November 2022.

(a) Basic earnings per share (Rs.) -: Net profit after tax as restated for calculating basic EPS / Weighted
average number of equities shares outstanding at the end of the period or year
(b) Return on net worth (%) -: Net profit after tax (as restated) / Net worth at the end of the period or year
(c) Net assets value per share -: Net Worth at the end of the period or year / Total number of equities shares
outstanding at the end of the period or year
(d) Net assets value per share -: Net Worth at the end of the period or year / Total number of equities shares
outstanding at the end of the period or year

2) Weighted average number of equity shares is the number of equities shares outstanding at the beginning of the
period/year adjusted by the number of equity shares issued during period/year multiplied by the time weighting
factor. The time weighting factor is the number of days for which the specific shares are outstanding as a
proportion of total number of days during the period/year.

123
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATION

The following discussion is intended to convey management’s perspective on our financial condition and results
of operations for the period November 30, 2022 along with financial year ended on March 31, 2022, March 31,
2021 and March 31, 2020. 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 19 of this Prospectus, which discusses a number of factors,
risks and contingencies that could affect our financial condition and results of operations. The following
discussion relates to our Company and, is based on our restated financial statements, which have been prepared
in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following
discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends
on March 31 of each year, so all references to a particular fiscal year (“Fiscal Year”) are to the twelve-month
period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Rajeshwari
Cans Limited, our Company. Unless otherwise indicated, financial information included herein are based on our
“Restated Financial Statements” for the period November 30, 2022 along with Financial Years ended on March
31, 2022, March 31, 2021 and March 31, 2020 included in this Prospectus beginning on page 102.

OVERVIEW

Currently, our Company is engaged in the trading and distribution of wide range of pharmaceutical raw material
which is also known as APIs (Active Pharmaceutical Ingredients), industrial chemical, excipient and solvents.
Presently our product portfolio comprises of around 150 AIPs, Excipient, Pharma Chemical & Intermediates.
We are also in the trading of variety of chemicals, such as, Petrochemicals, Dyes & Pigment Chemicals, Paints
& Speciality Chemical, Agro Chemicals, Oil & Refinery Chemicals, Foam & Adhesive, Plywood & Laminates
Chemical. The range of Chemicals also includes food industry & water treatment chemicals, resins &plastics
chemicals, polymers and additives etc. As on date of the prospectus, our business expansion is located in
Ahmedabad and the surrounding area of Gujarat.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR:

After the date of last financial period i.e. November 30, 2022, there is no any significant development occurred
in the Company.

KEY FACTORS AFFECTING THE RESULTS OF OPERATION:

Our Company’s future results of operations could be affected potentially by the following factors:
1. Changes in Laws and Regulations that apply to our Industry.
2. Changes in Fiscal, Economic or Political conditions in India
3. Company’s inability to retain the experienced staff
4. Failure to adapt the changing technology in our industry of operation may adversely affect our business
5. Failure to comply with regulations prescribed by authorities of the jurisdiction in which we operate
6. Competition with existing and new entrants
7. Reduction of the sub contact from the big contracting Company.

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies, “Annexure IV” beginning
under Chapter titled “Restated Financial Information” beginning on page 102 of the Prospectus.

Financial performance of the stub period for the period ended on November 30, 2022
(` in Lacs)
Income from continuing operations Amount %
Revenue from operations
Sale of Product 960.00 91.07
Other Income 94.12 8.93
Total Revenue 1054.12 100.00

124
 Expenses
Purchase of Material 1097.53 104.12
Change in Inventory -255.47 (24.24)
Employee benefits expense 4.63 0.44
Finance Costs 0 -
Other expenses 2.59 0.25
Depreciation and amortisation expenses 0.19 0.02
Total Expenses 849.47 80.59
Restated profit before tax from continuing operations 204.65 19.41
Exceptional Item/ Extraordinary Item 0.00
Profit before Tax 204.65
Tax expense/(income)
Current tax 59.24
Deferred tax charge/(credit) 0.00
Total tax expense 59.24
Restated profit after tax from continuing operations (A) 145.41 13.79

Income from Operations

The Total income from the operation for the stub period ended on November 30, 2022 was `960.00 Lacs consist
of 91.07% of Sale of Product income only.

Other Income

The other income is `94.12 Lakhs consist of 8.93% of the Total Income, which is from the Commission Income
of our Company.

The Company in order to avoid fund blocking in working capital post covid had is entered into agreements with
the various firms and/or companies (Principals) to sell their products of same line of Business. As per the
Agreement our Company Patron Exim Limited is the authorized agent of those principals to sell their products
on behalf of them. According to the agreement our Company is authorized to sell in India only on behalf of the
principals.

As per the agreement our Company is charging Commission from 5% to 35% of the total sales made by the
Company and/or made by the principals on the instruction given by the Company.

Total Expenditure

The total expenditure for stub period ended on November 30, 2022 was `849.47 lacs which is 80.59% of the
total revenue for the stub period.

Profit after Tax

The profit after Tax for the stub period was `145.41 lacs representing to 13.79% of the total revenue.

RESULTS OF OUR OPERATION

(` in Lacs)
Particulars For the year ended on
31.03.2022 31.03.2021 31.03.2020
Income from continuing operations
Revenue from operations
Total Revenue 387.95 2,053.58 2,488.70
% of growth (81.11) (17.48)
Other Income 113.66 0.14 27.74
Total Revenue 501.61 2,053.72 2,516.44
(75.58) (18.39)

125
 Expenses
Purchase of Material 321.29 2,127.21 2,477.91
% total Revenue 64.05 103.58 98.47
Change in Inventories 15.8 (114.04) (26.39)
% of total Revenue 3.15 (5.55) (1.05)
Employee benefits expense 0 8.21 2.40
% Increase/(Decrease) (100.00) 242.08
Finance Costs 18.48 12.79 11.48
% Increase/(Decrease) 44.49 11.41 -
Other expenses 3.9 4.42 47.04
% Increase/(Decrease) (11.76) (90.60)
Depreciation and amortisation expenses 0.23 0.27 0.00
% Increase/(Decrease) (14.81) 100.00
Total Expenses 359.70 2,038.86 2,512.44
% to total revenue 71.71 99.28 99.84
EBDITA 160.62 27.92 15.48
% to total revenue 32.02 1.36 0.62
Restated profit before tax from continuing operations 141.91 14.86 4.00
Exceptional Item
Total tax expense 58.80 7.55 1.80
Restated profit after tax from continuing operations (A) 83.11 7.31 2.20
% to total revenue 16.57 0.36 0.09

COMPARISON OF F.Y. 2022 WITH F.Y. 2021:

Income from Operations

Our Company is engaged in the trading and distribution of wide range of pharmaceutical raw material which is
also known as APIs (Active Pharmaceutical Ingredients), industrial chemical, excipient and solvents. The total
income from operations for the F.Y. 2022 was 387.95Lacs as compared to 2053.58 Lacs during the F.Y. 2021
showing decrease of81.11 %. The Company in order to avoid fund blocking in working capital post Covid had
started selling the goods on commission basis instead of trading goods. The turnover of the Company had been
reduced substantially on account of the change in the policy. The turnover of the Company was around `
1581.14 lac considering 5% commission income.

Other Income

The other income for FY 2022 was `113.66 lacs as against `0.14 lacs in FY 2021.The other income includes
commission income from the sell of products on behalf of various principals in FY 2022 which was not in the
FY 2021

Expenditure:

Material Cost : (Material Consumed + Change in Inventory)

The material cost for F.Y. 2022 was `337.09 Lacs which was 86.89% of the total Revenue. In F.Y. 2021 the
material cost was `2013.17 Lacs which was 98.03% of total Revenue. The material cost was low in F.Y. 2022
compared to F.Y. 2021 on account of change in the policy of the company.

Employee Benefits Expenses:

The Employee expenses for F.Y. 2022 was nil against the expenses of `8.21 Lacs in F.Y. 2021 showing
decrease of 100%. The company had on account to reduce the cost started using the services of the employee
who are working in the company which are owned by promoter group.

Finance Cost:

126
The Finance Cost for the F.Y. 2022 was `18.48 Lacs against the cost of `12.79 Lacs in the F.Y. 2021 showing
increase of 44.49%. The increase in financial charges were due to increase in the loan amount subsequently
increase in the cost of interest amount from the Banks.

Other Expenses

Other Expenses decreased from `4.42 Lacs for F.Y. 2021 to `3.9 Lacs for F.Y. 2022 showing decrease of
(11.76%). The other expenses includes mainly sales promotion expenses. The reduction on other expenses was
marginal on account of reduction of rental expenses and office expenses

Depreciation and Amortisation Expenses:

The Depreciation for F.Y. 2022 was `0.23 Lacs as compared to `0.27 Lacs for F.Y. 2021. The depreciation was
decreased by (14.81%) in F.Y. 2022 as compared to F.Y. 2021.

Profit after Tax

PAT increased from `7.31 Lacs for the F.Y. 2021 to `83.11 Lacs in F.Y. 2022. The profit after tax was
increased as compared to F.Y. 2021 on account of increase in other income, which is commission income of our
Company. The PAT was 16.57% of total revenue in F.Y. 2022 compared to 0.36 % of total revenue in F.Y.
2021.

COMPARISON OF F.Y. 2021 WITH F.Y. 2020:

Income from Operations

Our Company is engaged in the trading and distribution of wide range of pharmaceutical raw material which is
also known as APIs (Active Pharmaceutical Ingredients), industrial chemical, excipient and solvents. The total
income from operations for the F.Y. 2021 was 2053.58 Lacs as compared to 2488.70 Lacs during the F.Y. 2021
showing decrease of 17.48 %.

Expenditure:

Material Cost: (Material Consumed + Change in Inventory)

The material cost for F.Y. 2021 was `213.17 Lacs which was 98.03% of the total revenue. In F.Y. 2020 the
material cost was`2451.52 Lacs which was also 98.50 % of total revenue.

Employee Benefits Expenses:

The Employee expenses for F.Y. 2021 was`8.21 Lacs against the expenses of `2.40 Lacs in F.Y. 2020 showing
increase of 242.08%. The increase in the employee expenses was on account of increase in normal increment in
the salary and remuneration of the staff and Directors/Partners of the Company.

Finance Cost:

The Finance Cost for the F.Y. 2021 was `12.79 Lacs against the cost of `11.48 Lacs in the F.Y. 2020 showing
increase of 11.41%. The increase in financial charges were due to levy of interest on the increased working
capital of the business in the Company.

Other Expenses:

Other Expenses decreased from `47.04 Lacs for F.Y. 2020 to `4.42 Lacs for F.Y. 2021 showing decrease of
(90.60%). The other expenses includes mainly packing charges and sales promotion expenses. The main reason
for decrease in the Other expenses was due to decrease in the promotional activity and in the packing charges.

Depreciation

127
The Depreciation for F.Y. 2021 was `0.27 Lacs as compared to Nil in the F.Y. 2020. The company had no fixed
assets in the FY 2020 hence no depreciation expenses was charged to the Profit and Loss Account. IN the FY
2021, the firm had purchased the Computer and provided depreciation in Fy 2021.

Profit after Tax

PAT increased from `7.31 for the F.Y. 2021 to `2.20 Lacs in F.Y. 2020. The profit after tax was increased as
compared to F.Y. 2020 on account of decrease in Expenses by (18.85%) of total revenue in F.Y. 2021.

Related Party Transactions

For further information please refer “Annexure 30” beginning on page 121 under Chapter titled “Restated
Financial Statements” beginning on page 102 of this Prospectus.

Financial Market Risks

We are exposed to financial market risks from changes in borrowing costs, interest rates and inflation.

Interest Rate Risk

We are currently enjoying the debt free financials; hence we are not paying any interest to ant banks and/or
financial institutions. However, any rise in future borrowings may increase the risk to the extent of outstanding
loans.

Effect of Inflation

We are affected by inflation as it has an impact on the operating cost, staff costs etc. In line with changing
inflation rates, we rework our margins so as to absorb the inflationary impact.

Information required as per Item (II) (C) (i) of Part A of Schedule VI to the SEBI Regulations:

1. Unusual or infrequent events or transactions

To our knowledge there have been no unusual or infrequent events or transactions that have taken place
during the last three years other than shut down of business due to COVID-19.

2. Significant economic changes that materially affected or are likely to affect income from continuing
operations.
Our business has been subject, and we expect it to continue to be subject to significant economic changes
arising from the trends identified above in ‘Factors Affecting our Results of Operations’ and the
uncertainties described in the section entitled “Risk Factors” beginning on page 19 of this Prospectus. To
our knowledge, except as we have described in this Prospectus, there are no known factors which we
expect to bring about significant economic changes.

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 titled “Risk Factors” beginning on page 19 in this
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. Income and Sales on account of major product/main activities

Income and sales of our Company on account of major activities derives from trading and distribution of
wide range of pharmaceutical raw material and chemical formulation products

5. Whether the company has followed any unorthodox procedure for recording sales and revenues

Our Company has not followed any unorthodox procedure for recording sales and revenues.

6. Extent to which material decreases in net sales or revenue are due to decreased sales volume.

128
 Our Company is engaged in the trading and distribution of wide range of pharmaceutical raw material
which is also known as APIs (Active Pharmaceutical Ingredients), industrial chemical, excipient and
solvents. The total income from operations for the F.Y. 2022 was 387.95Lacs as compared to 2053.58 Lacs
during the F.Y. 2021 showing decrease of 81.11 %. The Company in order to avoid fund blocking in
working capital post Covid had started selling the goods on commission basis instead of trading goods.
The turnover of the Company had been reduced substantially on account of the change in the policy.

7. Total turnover of each major industry segment in which the issuer company operated.
The Company is in the business of trading of raw material and pharmaceutical chemicals, the relevant
industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page
no 63 of this Prospectus.

8. Status of any publicly announced new products or business segment.

Our Company has not announced any new services or business segment other than we have generated
income by taking commission in the same line of business.

9. The extent to which business is seasonal.

Our Company’s business is not seasonal.

10. Any significant dependence on a single or few suppliers or customers.

Our Company is having limited number of Customers and Suppliers number of such customers and
supplier is not more than 10 in the financial period presented in this prospectus.

Business of our company is dependent on few number of customers. Our top five customers contributes to
93.76%, 100% , 92.40% & 97.53% of our total sales for the period/year ended on November 30, 2022,
March 31, 2022, March 31, 2021 and March 31, 2020 respectively.

Our Top five Suppliers contributes to 82.37%, 100%, 71.36% and 82.66% of our total Purchase for the
period/year ended November 30, 2022, March 31, 2022, March 31, 2021 and March 31, 2020 respectively.

11. Competitive conditions.

Competitive conditions are as described under the Chapters titled “Industry Overview” and “Business
Overview” beginning on pages 63 and 69, respectively of this Prospectus.

129
 OTHER FINANCIAL INFORMATION

STATEMENT OF CAPITALIZATION (Rs. In Lakhs)

Particulars Pre-Issue as on June 30, 2022 Post Issue
Borrowing
Short - Term Debt - -
Long - Term Debt 617.64 617.64
Total Debt 617.64 617.64
Shareholders' Funds
Share Capital
- Equity 1500.00 2318.00
Less: Calls - in – arrears - -
Share Application money - -
- Preference - -
Reserves & Surplus Including Premium 125.87 1516.47
Total Shareholders’ Funds 1625.87 3834.47
Long - Term Debt / Shareholders Fund 0.38 0.16
Short - Term Debt / Shareholders Fund 0.38 0.16

OTHER FINANCIAL INFORMATION- STATEMENT OF ACCOUNTING RATIOS

(Rs. In Lakhs)
As at November As on March 31,
Particulars
30, 2022 2022 2021 2020
Net worth (A ) 1625.87 514.46 270.43 259.43
Net Profit after Tax ( B ) 145.41 83.11 7.31 2.20
No. of Shares outstanding at the end [F.V
Rs.10] ( C ) 15000000 5144600 2704300 2594300
Weighted average number of shares
outstanding [F.V Rs.10] (D ) 6049383 5144600 2704300 2594300
Earnings per Share (EPS) (B / E) (Rs.) 2.40 1.62 0.27 0.08

Return on Net Worth (B / A) 8.94% 16.15% 2.70% 0.85%

Net Assets Value per Share (A / C) 10.84 10.00 10.00 10.00

130
 SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (I) criminal or Civil proceedings (II) actions taken by
statutory or regulatory authorities, (III) disciplinary action including penalty imposed by the SEBI or stock
exchanges against our Promoters in the last five (5) Financial Years, including outstanding action, (IV) claims
related to direct and indirect taxes in a consolidated manner, (V) details of any other pending material litigation
which are determined to be material as per a policy adopted by our Board (“Materiality Policy”), in each case
involving our Company, Promoters and Directors (the “Relevant Parties”).

For the purpose of point (V) above, our Board has considered and pass the Resolution for identification of
material litigation involving the Relevant Parties in its meeting held on December 20, 2022 and has considered
for identification of material litigation involving the Relevant Parties.

In terms of the Materiality, all pending litigation involving the Relevant Parties, other than criminal
proceedings, actions by regulatory authorities and statutory authorities, disciplinary action including penalty
imposed by SEBI or stock exchanges against the Promoters since incorporation including outstanding action,
and tax matters, would be considered ‘material’ if:

(a) the monetary amount of claim by or against the entity or person in any such pending proceeding is in excess
of ` 5.00 Lakhs shall be considered material; or

(b) the monetary liability is not quantifiable, however, the outcome of any such pending proceedings may have a
bearing on the business, operations, performance, prospects or reputation of our Company.

Except as stated in this section, there are no Outstanding Material Dues (as defined below) to creditors; or
outstanding dues to small scale undertakings and other creditors.

Our Board, in its meeting held on December 20, 2022 determined that outstanding dues to creditors in excess of
` 5.00 lakhs as per the restated financials for the period ended November 30, 2022 shall be considered as
material dues (“Material Dues”).

Unless otherwise stated to the contrary, the information provided is as of the date of this Prospectus.

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 ICDR Regulations have
been disclosed on our website at www.patronexim.com. It is clarified that for the purposes of the above, pre –
litigations notices received by our Company Promoters, and the Directors shall, unless otherwise decided by the
Board, not be considered as material litigations until such time that litigations proceedings are initiated before
any judicial forum.

PART I –LITIGATIONS INVOLVING OUR COMPANY

A. LITIGATIONS AGAINST OUR COMPANY

1. Criminal Litigations
NIL
2. Civil Proceedings
NIL
3. Taxation Matters
Direct and Indirect Taxes
INCOME TAX
Assessment Year Tax Liability (in `Lacs) Date of order
Income Tax
2019-20 3.86 17-12-2020
Total 3.86

4. Proceedings against Our Company for economic offences/securities laws/ or any other law

131
 NIL
5. Penalties in Last Five Years
NIL
6. Pending Notices against our Company
NIL
7. Past Notices to our Company
NIL
8. Disciplinary Actions taken by SEBI or stock exchanges against Our Company
NIL
9. Defaults including non-payment or statutory dues to banks or financial institutions
NIL
10. Details of material frauds against the Company in last five years and action taken by the Companies.
NIL

B. LITIGATIONS FILED BY OUR COMPANY

1. Criminal Litigations
NIL
2. Civil Proceedings
NIL
3. Taxation Matters
NIL
4. Details of any enquiry, inspection or investigation initiated under Companies Act, 2013 or any previous
Company Law.
NIL

PART II –LITIGATIONS INVOLVING DIRECTOR(S) OF OUR COMPANY

A. LITIGATIONS AGAINST DIRECTOR(S) OF OUR COMPANY

1. Criminal Litigations

1. Mr. Amit Rameshchandra Patel Owner of Krishna Enterprise against M/s. Cedac Medicorp, Mr.
Bhumishth Patel, Ms. Payal Bumishth Patel, Dhayabhai Magatbhai Patel and Mr. Bhavik Shantilal
Patel

A Criminal case under Section 138 of the Negotiable Instrument Act, 1881, numbering 21868/2021 (CNR
Number GJAH06-026400-2021) dated October 25, 2021 has been filed Court of Judicial Magistrate First Class,
Ahmedabad, by Mr. Amit Rameshchandra Patel owner of Krishna Enterprise against M/s. Cedac Medicorp, Mr.
Bhumishth Patel, Ms. Payal Bumishth Patel, Dhayabhai Mafatbhai Patel and Mr. Bhavik Shantilal Patelfor an
for dishonored Cheque no. 658260 dated April 28, 2021 of Canara Bank of Rs. 1,00,000/- Cheque no 658261
dated May 08, 2021 of Canara Bank of Rs. 1,00,000 and cheque no. 658262 dated May 28, 2021 of Canara
Bank of Rs. 1,00,000 making total amount of Rs. 3.00 Lakh issued for payment to be made against the purchase
of goods. The warrant for arrest was issued on January 16, 2023 and the next date of hearing has been scheduled
on March 07, 2023.

2. Mr. Dinesh Rasiklal Shah – Shri Krishna Enterprises, against M/s. Cedac Medicorp and Mr.
Bhumishth Patel
A Criminal case under Section 138 of the Negotiable Instrument Act, 1881, numbering 47482/2021 (CNR
Number: GJAH22-050138-2021) dated April 01, 2021 has been filed in the Metropolin Magistrate Court
Ahmedabad, by Mr. Dinesh Rasiklal Shah – Shri Krishna Enterprises, against M/s. Cedec Medicorp and Mr.
Bhumishth Patel for dishonored Cheque no 698290 dated January 11, 2021 of Canara Bank of Rs. 50,000 and
Cheque no. 698291 dated February 11, 2021 of Canara Bank of Rs. 50,000 making total amount of Rs. 1,00,000
issued for payment to be made against purchase of goods. The last date of hearing in the matter was November
24,2022 and bailable warrant was issued and the next date of hearing has been scheduled on February 21, 2023.

2. Civil Proceedings
NIL
3. Taxation Matters

132
 INCOME TAX
Assessment Year Tax Liability (in `Lacs) Date of Demand raised
Income Tax
Bhumistha Patel (H.U.F.)
2019-20 0.03 21-02-2020
2020-21 0.29 03-11-2021
Bhumistha Patel
2020-21 1.78 02-12-2021

4. Past Penalties imposed on our Directors

NIL
5. Proceedings initiated against our Directors for economic offences/securities laws/ or any other law
NIL
6. Directors on list of wilful defaulters of RBI
NIL

B. LITIGATIONS FILED BY DIRECTOR(S) OF OUR COMPANY

1. Civil Proceedings
NIL
2. Taxation Matters
NIL

PART III –LITIGATIONS INVOLVING PROMOTER(S) OF OUR COMPANY

A. LITIGATIONS AGAINST PROMOTER(S) OF OUR COMPANY

1) Criminal Litigations
NIL
2) Civil Proceedings
NIL
3) Taxation Matters
NIL
4) Past Penalties imposed on our Promoters
NIL
5) Proceedings initiated against our Promoters for economic offences/securities laws/ or any other law
NIL
6) Penalties in Last Five Years
NIL
7) Litigation /defaults in respect of the companies/Firms/ventures/ with which our promoter was associated
in the past
NIL
8) Adverse finding against Promoter for violation of Securities laws or any other laws
B. LITIGATIONS FILED BY PROMOTERS(S) OF OUR COMPANY

1) Criminal Litigations

Narendra Gangaramdas Patel (HUF) against Jay Pankajbhai Kansara

A Criminal case under Section 138 of the Negotiable Instrument Act, 1881, numbering 15247/2019 (CNR
Number GJAH06-021858-2019) dated November 06, 2019 has been filed in the Court of Judicial Magistrate,
First Class, by Narendra Gangaramdas Patel (HUF) through Yash Deeepak Jain, against Jay Pankajbhai Kansara
for dishonoured cheque No 000003 dated August 25, 2019 of Mehsana Urban Co-Operative Bank Limited for
an amount of Rs 10.00 Lakh given against the Loan given. The next date of hearing has been scheduled on
March 02,2023.

Narendra Gangaramdas Patel (HUF) against Nidhish Pankajbhai Kansara

133
A Criminal case under Section 138 of the Negotiable Instrument Act, 1881, numbering 15500/2019 (CNR
Number GJAH06-022296-2019) dated November 11, 2019 has been filed the Court of Judicial Magistrate, First
Class, by Narendra Gangaramdas Patel (HUF) through Yash Deepak Jain, against Nidish Pankajbhai Kansara
for dishonoured cheque No 000003 dated August 25, 2019 of Mehsana Urban Co-Operative Bank Limited for
an amount of Rs.10.00 Lakh given against the Loan given. The next date of hearing has been scheduled on
February 15, 2023.

Narendra Gangaramdas Patel (HUF) against Vijay Pankajbhai Kansara

A Criminal case under Section 138 of the Negotiable Instrument Act, 1881, numbering 15482/2019 (CNR
Number GJAH06-022277-2019) dated November 11, 2019 has been filed in the Court of Judicial Magistrate,
First Class, by Narendra Gangaramdas Patel (HUF) through Yash Deepak Jain, against Vijay Pankajbhai
Kansara for dishonoured cheque No 000003 dated August 25,2019 of Mehsana Urban Co-Operative Bank
Limited for an amount of Rs. 10.00 Lakh given against the Loan given. The next date of hearing has been
scheduled on March 29, 2023.

Bhumisth Narendra Patel (HUF) against United Pharma Chem, proprietor firm and Mr. Nidish
Pankajbhai Kansara, Proprietor of United Pharma Chem

A Criminal case under Section 138 of the Negotiable Instrument Act, 1881, numbering 15055/2019 (CNR
Number GJAH06-021496-2019) dated October 24, 2019 has been filed in the Court of Judicial Magistrate, First
Class, by Bhumisth Narendra Patel (HUF) through Yash Deepak Jain, against United Pharma Chem and Mr.
Nidish Pankajbhai Kansara, Proprietor of United Pharma Chem for dishonoured cheque No 000221 dated
August 12,2019 of Mehsana Urban Co-Operative Bank Limited for an amount of Rs. 30.00 Lakh and
dishonoured cheque No 000222 dated August 13,2019 of Mehsana Urban Co-Operative Bank Limited for an
amount of Rs 34.73 Lakh making total amount of Rs. 64.73Lakh issued by United Pharma Chem, proprietor
firm and Mr. Nidish Pankajbhai Kansara, Proprietor of United Pharma Chem against the goods sold and
supplied. The next date of hearing has been scheduled on February 03,2023.

Narendra Gangaram Patel proprietor of Devita healthcare against M/s. On Bio Science, proprietor firm
and Mr. Jay Pankajbhai Kansara

A Criminal case under Section 138 of the Negotiable Instrument Act, 1881, numbering 2703/2020 (CNR
Number GJAH06-004787-2020) dated March 17,2020 has been filed in the Civil Court, Ahmedabad, by
Narendra Gangaram Patel against M/s. On Bio Science and Mr. Jay Pankajbhai Kansara for dishonoured cheque
No 000090 dated August 26,2019 of Mehsana Urban Co-Operative Bank Limited for an amount of Rs. 70.87
Lakh against the goods sold and supplied. The next date of hearing has been scheduled on March 10,2023.

2) Civil Proceedings
NIL
3) Taxation Matters
NIL

PART IV –LITIGATIONS INVOLVING SUBSIDIARY COMPANY:

As on Date of this Prospectus, our Company does not have any Subsidiary Company.

PART V –LITIGATIONS INVOLVING GROUP COMPANY:

1) Criminal Litigations

Mr. Rakeshkumar Karshandas Shiroya Partner of H.D. Pharmachem against Earum

Pharmaceuticals Pvt. Ltd-

A case under Negotiable Instruments Act, 1881, Numbering, 4451/2017 dated June 27, 2017 has been
filed by Mr. Rakeshkumar Karshandas Shiroya Partner of H.D. Pharmachem against Earum
Pharmaceuticals Pvt. Ltd. For an amount of Rs. 2.85 lakhs. the case has been transferred to presiding
officer, Special Court N.I. Cases and next date of hearing is December 29,2012 for evidence of
prosecution. The case has been withdrawn on January 13, 2023

134
2) Civil Proceedings
NIL
3) Taxation Matters
Direct and Indirect Taxes
INCOME TAX
Assessment Year Tax Liability (in `Lacs) Date of Demand raised
Income Tax
Auxilia Pharmaceuticals Private Limited
2021-22 1.72 24-08-2022
2019-20 15.13 08-12-2020
Earum Pharmaceutical Private Limited
2020-21 29.93 03-06-2022
Evoq Remedies Limited
2021-22 28.27 26-03-2022

4) Proceedings against Our Company for economic offences/securities laws/ or any other law
NIL
5) Penalties in Last Five Years
NIL
6) Pending Notices against our Company
NIL
7) Past Notices to our Company
NIL
8) Disciplinary Actions taken by SEBI or stock exchanges against Our Company
NIL
9) Defaults including non-payment or statutory dues to banks or financial institutions
NIL
11. Details of material frauds against the Company in last five years and action taken by the Companies.
NIL

B. LITIGATION FILED BY OUR GROUP COMPANIES

1) Litigation involving Criminal Laws

1) Civil Proceedings
NIL
2) Civil Proceedings
NIL
3) Taxation Matters
Direct and Indirect Taxes
NIL
4) Proceedings against Our Group Company for economic offences/securities laws/ or any other law
NIL
5) Penalties in Last Five Years
NIL
6) Pending Notices against our Group Company
NIL
7) Past Notices to our Group Company
NIL
8) Disciplinary Actions taken by SEBI or stock exchanges against Our Group Company
NIL
9) Defaults including non-payment or statutory dues to banks or financial institutions
NIL

MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET

Except as mentioned under the chapter - “Management Discussion and Analysis of Financial Condition and
Result of Operation” on page 124 of this Prospectus, there have been no material developments, since the date
of the last audited balance sheet.

135
OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER CREDITORS

As on November 30, 2022, our Company had 5 creditors, to whom a total amount of ` 91.48l akhs were
outstanding. As per the requirements of SEBI Regulations, our Company, pursuant to a resolution of our Board
dated December 20, 2022, considered creditors to whom the amount due exceeds ` 5.00 lakhs as per our
Company's restated financials for the purpose of identification of material creditors. Based on the above, the
following are the material creditors of our Company.

Sr.No. Particulars Amount (`. in Lakhs)

1. Amount due to Micro and Small Enterprises. Nil
2. Amount due to Material Creditors. 86.49
3. Amount due to Other Creditors. 4.99
Total 91.48

*The above information has been provided as available with the company to the extent such parties could be
identified on the basis of the information available with the company regarding the status of supplier under the
Micro, Small and Medium Enterprises Development Act, 2006 (MSMED). For complete details about
outstanding dues to creditors of our Company, please see website of our Company www.patronexim.com.

Information provided on the website of our Company is not a part of this Prospectus and should not be deemed
to be incorporated by reference. Anyone placing reliance on any other source of information, including our
Company's website: www.patronexim.com. would be doing so at their own risk.

WILFUL DEFAULTER

Our Promoters and Directors have not been identified as a willful defaulter or fraudulent borrower in terms of
the SEBI ICDR Regulations as on the date of this Prospectus.

136
 GOVERNMENT AND OTHER STAUTORY APPROVALS

In view of the licenses, permissions, approvals, no-objections, certifications, registrations, (collectively

“Approvals”) from the Government of India and various statutory, regulatory, governmental authorities listed
below, our Company have received the necessary consents, licenses, permissions and approvals from the
Government and various governmental agencies required for our present business activities (as applicable on
date of this Prospectus) and except as mentioned below, no further approvals are required for carrying on our
present business. It must be distinctly understood that in granting these Approvals, the Government of India and
other authority 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.

The main objects clause of the Memorandum of Association and objects incidental to the main objects enable
our Company to undertake its existing business activities. For further details in connection with the regulatory
and legal framework within which we operate, please refer “Key Industrials Regulations and Policies” on page
75 of this Prospectus.

Following statement sets out the details of licenses, permissions and approvals obtained by the Company under
various Central and State Laws for carrying out its business.

1) Approvals for the Issue

Corporate Approvals

1) The Board of Directors has, pursuant to a resolution passed at its meeting held on December 20, 2022
authorised the Issue subject to the approval of the shareholders of the Company under Section 62(1)(c) of
the Companies Act, 2013 and approvals by such other authorities as may be necessary.

2) The shareholders of the Company have, pursuant to a resolution dated January 05, 2022 passed in the EGM
under Section 62(1)(c) of the Companies Act, 2013 authorised the Issue.

In-principle approval from the Stock Exchange

3) The Company has obtained in-principle listing approval from the SME Exchange of the BSE dated January
25, 2023.

Agreements with CDSL and NSDL

4) The Company has entered into an agreement dated November 10, 2022 with the Central Depository
Services (India) Limited ("CDSL") and the Registrar and Transfer Agent, who in this case is Bigshare
Services Private Limited, for the dematerialization of its shares.

5) Similarly, the Company has also entered into an agreement dated November 02, 2022 with the National
Securities Depository Limited ("NSDL") and the Registrar and Transfer Agent, who in this case is Bigshare
Services Private Limited, for the dematerialization of its shares.

6) The Company's International Securities Identification Number ("ISIN") is INE0NPA01011

2) Registration under the Companies Act, 2013*:

Sr. Authority Approval / Registration Applicable Nature Of Approvals Validity

No. Granting No. Laws
Approval
1) Registrar of U51909GJ2022PTC134939. Companies Certificate of Valid, till
Companies, vide Certificate of Act, 2013 Incorporation Cancelled
Central Incorporation dated
Registration Centre September 06, 2022
2) Registrar of U24100GJ2022PLC134939. Companies Fresh Certificate of Valid, till
Companies, ROC – vide Certificate of Act, 2013 Incorporation Cancelled
Ahmedabad Incorporation dated consequent upon
December 02, 2022 conversion from

137
 private to public
company

3) Registration under various Acts/Rules relating to Income Tax and Goods and Service Tax*:

Sr. Authority Approval/ Applicable Nature Of Approvals Validity

No. Granting Approval Registration No. Laws
1) Income Tax AANCP1797P Income Tax Act, Permanent Account Valid, till
Department - (PAN) 1961 Number Cancelled
2) Income Tax AHMP17763E Income Tax Act, Tax Deduction and Valid, till
Department - (TAN) 1961 collection Account Cancelled
Number
3) Central Board of 24AANCP1797P1ZJ The Central GST Certificate, Valid, till
Indirect Taxes & Goods And Gujarat cancelled
Customs Services Tax
Act, 2017.

4) Registration and Approvals under Statutory and Regulatory Act(s):

Sr. Authority Approval/ Applicable Laws Nature Of Validity

No. Granting Registration No. Approvals
Approval
(A) Ministry of UDYAM-GJ-01-0192182 The Micro, Small And Udyam Valid, till
Micro, Small Medium Enterprises Registration cancelled
and Medium Development Act, 2006 Certificate
Enterprises,
Government of
India*
(B) Ministry of AANCP1797P The Foreign trade Certificate Of Valid, till
Commerce and (Development And Importer- cancelled
Industry, Regulation) Act, 1992 Exporter Code
Government of (IEC)
India*
(C) Amdavad PEC010728087245 Gujarat State Tax on Profession Tax Valid, till
Municipal Profession, Trade, department –EC cancelled
Corporation Calling and (Enrollment
Employment Act, 1976. Certificate)
(D) Amdavad PRC010728001595 Gujarat State on Profession Tax Valid, till
Municipal Profession, Trade, department – cancelled
Corporation Calling and Certificate of
Employment Act, 1976. Registration (RC)

5) Intellectual Property Related Approvals:

Sr. Class Owner of Application Status Trademark Trademark Image

No. Trademark No. Type
1. 5 Patron Exim 5725911 Codification Device
Limited

Note: *All the Approvals/Licenses/Registration are in name of Patron Exim Private Limited company is taking
necessary steps to get the same in the name of Patron Exim Limited.

6) Approvals applied but not yet received:

Sr. No Description Authority

1. Shops and Establishments Amdavad Municipal Corporation

Certificate Gujarat Shops and Establishments (Regulation of Employment and
Conditions of Service) Act, 2019

138
 OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE

The Issue has been authorised by a resolution of the Board of Directors passed at their meeting held on
December 20, 2022, subject to the approval of shareholders of our Company through a special resolution to be
passed pursuant to Section 62(1) (c) vis-à-vis of the Companies Act, 2013.

The shareholders of our Company have authorised the Issue by a special resolution passed pursuant to Section
62(1) (c) vis-à-vis of the Companies Act, 2013 at the EOGM of our Company held on January 05, 2023.

We have received In- Principle Approval from BSE SME vide their letter dated January 25, 2023 to use the
name of BSE in the Prospectus for listing of our Equity Shares on SME Platform of BSE. BSE Ltd is the
Designated Stock Exchange.

PROHIBITION BY SEBI

Our Company, Promoters, Promoter Group and Directors are not prohibited from accessing the capital markets
or debarred from buying, selling or dealing in securities under any order or direction passed by the Board or any
securities market regulator in any other jurisdiction or any other authority/court as on the date of this Prospectus.

CONFIRMATION

1. Our Company, Promoters and Promoter Group are in compliance with the Companies (Significant
Beneficial Ownership) Rules, 2018 to the extent applicable to each of them as on the date of the
Prospectus.

2. Our Directors are not in any manner associated with the securities market and no action has been taken by
the SEBI against any of the Directors or any entity with which our Directors are associated as promoters
or directors in past (5 five) years.

DECLARATION AS WILFUL DEFAULTERS & FUGITIVE ECONOMIC OFFENDER

Neither our Company, our Promoters, our Directors, have been identified as a willful defaulter or a fugitive
economic offender by the RBI or other government authorities.

ELIGIBILITY FOR THE ISSUE

Our company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, 2018; and this Issue is an
“Initial Public Offer” in terms of the SEBI (ICDR) Regulations, 2018.

Our company is eligible for the Issue in accordance with Regulation 229(2) 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 more than ten crores and upto twenty five crores, shall issue shares to the public and propose to list the
same on the Small and Medium Enterprise Exchange ("SME Platform", in this case being the "BSE SME"). Our
Company also complies with eligibility conditions laid by SME Platform of BSE for listing of Equity Shares.

We confirm that:

1. In accordance with Regulation 246 the SEBI (ICDR) Regulations, 2018, the lead manager shall ensure
that the issuer shall file copy of the draft Prospectus/prospectus with SEBI along with Due Diligence
certificate including additional confirmations as required at the time of filing the Draft
Prospectus/Prospectus to SEBI.

2. In accordance with Regulation 260 of the SEBI (ICDR) Regulations, 2018, this issue has been hundred
percent (100%) underwritten and that the Lead Manager to the Issue has underwritten at least 15% of the
Total Issue Size. For further details pertaining to said underwriting please see “General Information” on
page 34 of this Prospectus.

139
3. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, 2018, 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 unblocked forthwith. If such money is not unblocked within four working days from the
date our Company becomes liable to unblock it, then our Company and every officer in default shall, on
and from expiry of four days, be liable to unblock such application money with interest as prescribed
under the SEBI Regulations, the Companies Act, 2013 and applicable laws.

4. In accordance with Regulation 261 of the SEBI (ICDR) Regulations, we shall enter into an agreement
with the Lead Manager and Market Maker to ensure compulsory Market Making for a minimum period of
three years from the date of listing of equity shares offered in this issue. For further details of the
arrangement of market making please see “General Information” on page no. 34 of this Prospectus.

We further confirm that we shall be complying with all the other requirements as laid down for such an issue
under Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time to time and subsequent circulars
and guidelines issued by SEBI and the Stock Exchange.

Our Company is also eligible for the Issue in accordance with eligibility norms for Listing on SME Platform of
BSE Limited which states as follows:

1. The issuer should be a Company incorporated Under Companies Act, 2013

Our Company is incorporated under the Companies Act, 2013.

2. The post issue paid up capital of the company (face value) shall not be more than ` 25 crores.

The post issue paid up capital (face value) of the Company will be ` 23.18 crores, less than ` 25 crores.

3. Positive Net Worth

(` in lakhs)
Particulars November March 31, March 31, March 31,
30, 2022 2022 2021 2020
Net Worth as per Restated Financial
Statement 1625.87 514.46 270.43 259.43

4. Net Tangible Assets of Rs. 150.00 Lakh

Our Net Tangible Assets as per the latest audited financial statements i.e as on November 30, 2022 is ` 1625.87.

5. Track Record

The company or the firm or the firm which have been converted into the company should have combined
positive cash accruals (earnings before depreciation and tax)in any of the year out of last three years and
its net worth should be positive.

The Company has positive Cash Accruals (` in Lacs)

Particulars November 30, March 31, March 31, March 31, 2020
2022 2022 2021
Earnings before depreciation and tax 204.84 142.14 15.13 4.00
Note: Figures of March 31, 2022, 2021 and 2020 is considered from the Audited Financial of M/s. Arvind
Traders, which is converted from a partnership firm to a private limited company under Part I chapter XXI of
the companies Act 2013 dated August 24, 2022.

6. The company shall mandatorily facilitate trading in demat securities and enter into an agreement
with both the depositories.

To enable all shareholders of the Company to have their shareholding in electronic form, the Company had
signed the tripartite agreements with the Depositories and the Registrar and Share Transfer Agent.

The Company’s shares bear an ISIN No: INE0NPA01011

140
7. Company shall mandatorily have a website.

Our Company has a live and operational website: www.patronexim.com

Certificate from the applicant company stating the following:

Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

There is no winding up petition against the company that has been admitted by the Court and accepted by a
court or a Liquidator has not been appointed.

No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years
against the company.

There has been no change in the promoter/s of the Company in preceding one year from the date of filing
application to BSE for listing on SME Segment.

We confirm that we comply with all the above requirements / conditions so as to be eligible to be listed on the
SME Platform of the BSE Limited ("BSE SME").

SEBI DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF DRAFT OFFER DOCUMENT/

OFFER DOCUMENT TO THE 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 DRAFT OFFER DOCUMENT/ OFFER DOCUMENT. THE LEAD
MERCHANT BANKER, INTERACTIVE FINANCIAL SERVICES LIMITED HAS CERTIFIED THAT
THE DISCLOSURES MADE IN THE DRAFT OFFER DOCUMENT/ OFFER DOCUMENT ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE 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 INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT OFFER DOCUMENT/ OFFER DOCUMENT, THE LEAD
MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE LEAD MANAGER INTERACTIVE FINANCIAL SERVICES LIMITED HAS
FURNISHED TO STOCK EXCHANGE/SEBI A DUE DILIGENCE CERTIFICATE DATED
FEBRUARY 15, 2023 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOUSER
REQUIREMENTS) REGULATIONS, 2018.

THE FILING OF THE DRAFT OFFER DOCUMENT/OFFER DOCUMENT DOES NOT, HOWEVER,
ABSOLVE OUR COMPANY FROM ANY LIABILITIES THE COMPANIES ACT, 2013 OR FROM
THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS
MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER,
ANY IRREGULARITIES OR LAPSES IN THE DRAFT OFFER DOCUMENT/OFFER DOCUMENT.

ALL LEGAL REQUIREMENTS PERTAINING TO THIS ISSUE WILL BE COMPLIED WITH AT

THE TIME OF FILING OF THE PROSPECTUS WITH THE REGISTRAR OF COMPANIES,
AHMEDABAD, IN TERMS OF SECTION 26, 30, 32 AND SECTION 33 OF THE COMPANIES ACT,
2013.

DISCLAIMER CLAUSE OF THE SME PLATFORM OF BSE LIMITED

141
 "BSE Limited ("BSE") has vide its letter dated January 25, 2023, given permission to “Patron Exim Limited” to
use its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises Platform
(“SME platform”) the Company’s securities are proposed to be listed. BSE has scrutinized this offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the Company.
BSE does not in any manner:

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company’s securities will be listed on completion of Initial Public Offering or will continue
to be listed on BSE; or
iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or
any scheme or project of this Company.
iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares
are offered by the Company and investors are informed to take the decision to invest in the equity shares of
the Company only after making their own independent enquiries, investigation and analysis. The price at
which the equity shares are offered by the Company is determined by the Company in consultation with the
Merchant Banker (s) to the issue and the Exchange has no role to play in the same and it should not for any
reason be deemed or construed that the contents of this offer document have been cleared or approved by
BSE. Every person who desires to apply for or otherwise acquire any securities of this Company may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with
such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.
v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages
including loss of profits incurred by any investor or any third party that may arise from any reliance on this
offer document or for the reliability, accuracy, completeness, truthfulness or timeliness thereof.
vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for
complying with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by
BSE/other regulatory authority. Any use of the SME platform and the related services are subject to Indian
laws and Courts exclusively situated in Mumbai”.

CAUTION- DISCLAIMER FROM OUR COMPANY, OUR DIRECTORS AND THE LM

Our Company, our Directors, and the LM accept no responsibility for statements made otherwise than in this
Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone
placing reliance on any other source of information, including our Company’s website: www.patronexim.com.
or any website of any affiliate of our Company, any of the Group Companies, would be doing so at his or her
own risk.

The LM accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement entered into between the Underwriters, and our Company. All information shall be
made available by our Company and the LM to the public and investors at large including our website:
www.patronexim.com and www.ifinservices.in would be doing so at their own risk and no selective or
additional information would be available for a section of the investors in any manner whatsoever, including at
road show presentations, in research or sales reports, at Bidding centres or elsewhere. None among our
Company or any member of the Syndicate is liable for any failure in uploading the Applications due to faults in
any software/ hardware system or otherwise; the blocking of Application Amount in the ASBA Account on
receipt of instructions from the Sponsor Bank on account of any errors, omissions or noncompliance by various
parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.

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
not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and
authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under the
applicable trust law and who are authorized under their constitution to hold and invest in shares, any FII sub –
account registered with SEBI which is a foreign corporate or foreign individual, permitted insurance companies
and pension funds and to FIIs and Eligible NRIs. This Prospectus does not, however, constitute an invitation to
subscribe to Equity Shares offered hereby in any other jurisdiction to any person to whom it is unlawful to make
an offer or invitation in such jurisdiction. Any person into whose possession the Prospectus comes is required to

142
inform him or herself about and to observe, any such restrictions. Any dispute arising out of this Issue will be
subject to the jurisdiction of appropriate court(s) in Ahmedabad only.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be
required for that purpose.

Accordingly, our Company’s Equity Shares, represented thereby may not be offered or sold, directly or
indirectly, and Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of Prospectus nor any sale here under shall,
under any circumstances, create any implication that there has been any change in our Company’s affairs 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, 1993

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 of 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 (i) in the United States only to
“qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States
in offshore transactions in reliance on Regulation S under the Securities Act and in compliance with the
applicable laws of the jurisdiction where those offers and sales occur.

Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore
transactions in compliance with Regulations under the Securities Act and the applicable laws of the
jurisdictions 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 applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each applicant,
wherever requires, agrees that such applicant will not sell or transfer any Equity Share 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.

LISTING

The Equity Shares of our Company are proposed to be listed on SME Platform of BSE. Our Company has
obtained in-principle approval from BSE by way of its letter dated January 25, 2023, for listing of equity shares
on SME Platform of BSE Limited.

BSE 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 of BSE is not
granted by BSE, our Company shall forthwith repay, without interest, 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.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the SME Platform of BSE mentioned above are taken within Six (6) Working Days
of the Issue Closing Date. If Equity Shares are not Allotted pursuant to the Offer 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 Subject to applicable law.

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:

143
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities, or

(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under section 447 of Companies Act, 2013”

The liability prescribed under Section 447 of the Companies Act, 2013 - 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 (provided that where the fraud involves public interest, such term shall not be less than
three 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 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 fifty lakh rupees or with both.

CONSENTS

The written consents of Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory Auditor and Peer Review Auditor, Bankers to the Company, Legal Advisor to the Issue, the Lead
Manager to the Issue, Underwriter, Registrar to the Issue, Market Makers and Banker’s to Issue and Sponsor
Bank to act in their respective capacities have been obtained.

Above consents will be filed along with a copy of the Prospectus with the ROC, as required under Sections 26
and 32 of the Companies Act, 2013 and such consents have not been withdrawn up to the time of filing of the
Prospectus for registration with the ROC. – NOTED FOR COMPLIANCE

In accordance with the Companies Act and the SEBI (ICDR) Regulations, M/s. J M Patel & Bros, Chartered
Accountants., Chartered Accountants., Peer Review Auditors, of the Company have agreed to provide their
written consent to the inclusion of their report, restated financial statements dated January 06, 2023 and
Statement of Tax Benefits dated January 06, 2023, which may be available to the Company and its shareholders,
included in this Prospectus in the form and context in which they appear therein and such consent and reports
have not been withdrawn up to the time of delivery of the Prospectus with ROC.

Further, such consents and reports have not been withdrawn up to the time of filing of this Prospectus. –
NOTED FOR COMPLIANCE

EXPERT OPINION

Except for Peer Review Auditors’ reports on the restated financial statements and Statement of Tax Benefit
issued by M/s. J M Patel & Bros Chartered Accountants; we have not obtained any other expert opinions.

PREVIOUS PUBLIC OR RIGHTS ISSUE

Company has not made any Public or Right issue during last five years.

COMMISSION OR BROKERAGE

We have not made any public issue in last five years. Hence, no sums have been paid or payable as Commission
or Brokerage.

COMMISSION PAYABLE TO SCSBS

144
The brokerage and selling commission payable to SCSBs for the ASBA Application Forms procured by them
would be at par as payable to brokers for the Application forms procured by them. However, in case, where
ASBA Application Form are being procured by Syndicate Members / sub syndicate, then selling commission
would be payable to Syndicate Members / sub syndicate and for processing of such ASBA Application Form,
SCSBs would be given a prescribe fee of `10 per ASBA Application Form processed by them.

CAPITAL ISSUE DURING THE LAST THREE YEARS

Our Company and Group Companies/Entities have not made any capital issue during the last three years.

PERFORMANCE VIS-À-VIS objects;

Except as stated in the chapter titled “Capital Structure” beginning on page no. 43 of this Prospectus, we have
not made any previous rights and / or public issues during the last 5 years and are an “Unlisted Issuer” in terms
of SEBI (ICDR) Regulations and this Issue is an “Initial Public Offering” in terms of the SEBI (ICDR)
Regulations, the relevant data regarding performance vis-à-vis objects is not available with the Company.

None of our Group Companies and Promoter Group Companies have their equity shares listed on any stock
exchange.

PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE
LEAD MANAGER

For details regarding the price information and track record of the past issue handled by Interactive Financial
Services Ltd, as specified in the circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by
SEBI, and the website of Lead Manager at www.ifinservices.in

Disclosure Of Price Information Of Past Issues Handled By Interactive Financial Services Ltd
+/- % change +/- % change +/- % change
in closing in closing in closing
price, [+/- % price, [+/- % price, [+/- %
Opening
Issue Issue change in change in change in
Sr. Listing price on
Issue Name Size Price closing closing closing
No. date listing
(Cr) (`) benchmark]- benchmark]- benchmark]-
date
30th calendar 90th calendar 180th
days from days from calendar days
listing listing from listing
1. Bhatia 40.00 80 March 24, 40.00 -36.50% -40.56% -30.00%
Colour Chem 2022 (-0.69%) (-8.79%) (+2.68%)
Limited(BSE
SME)
2. Global 49.00 140 May 04, 141.10 -40% -43.4% -47.00%
Longlife 2022 (+0.27%) (+4.39%) (+9.12%)
Hospital and
Research
Ltd(BSESME)
3. Rachana 76.28 135 June 10, 138.00 +62.44% +250.04% +716.59%
Infrastructure 2022 (+0.09%) (+8.78%) (+16.17)
Ltd (NSE
EMERGE)
4. Dipna 15.21 38 September 32.00 -41.05% -44.74% NA
Pharmachem 08, 2022 -2.51% (+4.92%)
Limited
5. Pace E- 66.53 103 October 104.50 -61.99% -72.91% NA
Commerce 20, 2022 (+4.16%) (+2.45%)
Ventures
Limited
(BSE SME)
Sources: Share price data is from www.bseindia.com and www.nseindia.com

145
 Note:
1. The BSE Sensex is considered as the Benchmark Index
2. Prices on BSE /NSE are considered for all of the above calculations
3. In case 30th/90th/180th day are not completed
4. NIFTY50 has considered as the benchmark index of NSE

As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect
maximum 10 issues (Initial Public Offers) managed by the lead manager. Hence, disclosures pertaining to recent
10 issues handled by the lead manager are provided.

SUMMARY STATEMENT OF DISCLOSURE

Nos of IPOs
Nos of IPOs Nos of IPOs Nos of IPOs
trading at
trading at discount trading at trading at
discount on
Total on 30th Calendar premium on premium on
Tota 180thCalendar
funds day from listing 30thCalendar day 180thCalendar day
Financia l no. day from listing
Raise date from listing date from listing date
l year of date
d (`
IPO Less Less Less Less
Cr) Ove Betwee Ove Betwee Ove Betwee Ove Betwee
than than than Tha
r n 25- r n 25- r n 25- r n 25-
25 25 25 n
50% 50% 50% 50% 50% 50% 50% 50%
% % % 25%
2021-22 1 40.00 NA 1 NA 1 NA NA NA NA NA NA NA NA
2022-23 4 207.02 1 2 NA 1 NA NA NA 1 NA 1 NA NA

Track Record of past issues handled by Interactive Financial Services Limited

For details regarding track record of the Lead Manager 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 Lead Manager
at: www.ifinservices.in.

STOCK MARKET DATA FOR OUR EQUITY SHARES

This being an Initial Public Offering of the Equity Shares of our Company, the Equity Shares are not listed on
any stock exchange.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

All grievances relating to the Offer 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 and the bank branch or collection centre where the application was submitted.

All grievances relating to the ASBA process and UPI may be addressed to the Registrar to the Issue with a copy
to the relevant SCSB or the member of the Syndicate (in Specified Cities), as the case may be, where the
Application Form was submitted by the ASBA Applicants, giving full details such as name, address of the
applicant, application number, number of Equity Shares applied for, amount blocked on application and
designated branch or the collection centre of the SCSBs or the member of the Syndicate (in Specified Cities) or
Sponsor Bank, as the case may be, where the Application Form was submitted by the ASBA Applicants.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

The Company has appointed Registrar to the Issue, to handle the investor grievances in co-ordination with our
Company. All grievances relating to the present Issue may be addressed to the Registrar with a copy to the
Compliance Officer, giving full details such as name, address of the Applicant, number of Equity Shares applied
for, amount paid on application and name of bank and branch. The Company would monitor the work of the
Registrar to the Issue to ensure that the investor grievances are settled expeditiously and satisfactorily. The
Registrar to the Issue will handle investor’s grievances pertaining to the Issue. A fortnightly status report of the
complaints received and redressed by them would be forwarded to the Company. The Company would also be
coordinating with the Registrar to the Issue in attending to the grievances to the investor.

All grievances relating to the ASBA process and UPI may be addressed to the SCSBs, giving full details such as
name, address of the Applicant, number of Equity Shares applied for, amount paid on application and the

146
Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant. We
estimate that the average time required by us or the Registrar to the Issue or the SCSBs for the redressal of
routine investor grievances will be seven (7) business days from the date of receipt of the complaint. In case of
non-routine complaints and complaints where external agencies are involved, we will seek to redress these
complaints as expeditiously as possible.

The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA applicants or UPI Payment Mechanism Applicants. Our Company, the Lead Manager
and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs /
Sponsor Bank including any defaults in complying with its obligations under applicable SEBI ICDR
Regulations.

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.

Our Company has constituted a Stakeholders Relationship Committee of the Board vide resolution passed on
December 12, 2022. For further details, please refer the chapter titled “Our Management” on page no. 86 of
Prospectus.

Our Company has also appointed Sonia Kakani the Company Secretary and Compliance Officer of our
company, for this Issue she may be contacted in case of any pre-issue or post-issue related problems at the
following address:

Sonia Kakani
PATRON EXIM LIMITED
411, Safal Perlude, B/h Ashwaraj Bunglows,
100 FT Road, Prahladnagar, Vejalpur,
Ahmedabad – 380015, Gujarat, India.
Tel No: +91- 99799 78393
E-mail: info@patronexim.com /cs@patronexim.com

147
 SECTION VIII – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares being Allotted pursuant to this Offer shall be subject to the provisions of the Companies Act,
SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and
Articles of Association, the terms of the Draft Prospectus, the Prospectus, the Abridged Prospectus, Application
Form, any Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in
the Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity
Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the
Issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India,
the Stock Exchange(s), the RBI, ROC and/or other authorities, as in force on the date of the Offer and to the
extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India,
the Stock Exchange(s), the ROC and/or any other authorities while granting its approval for the Offer to the
extent applicable.

Please note that, in terms of Regulation 256 of the SEBI ICDR Regulations 2018 read with SEBI Circular No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the applicants have to compulsorily apply
through the ASBA Process and further in terms of SEBI through its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, and as modified though its circular
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 (together,
the “UPI Circular”) in relation to clarifications on streamlining the process of public issue of equity shares and
convertibles it has proposed to introduce an alternate payment mechanism using Unified Payments Interface
(“UPI”) and consequent reduction in timelines for listing in a phased manner. Currently, for application by RIIs
through Designated Intermediaries, the existing process of physical movement of forms from Designated
Intermediaries to SCSBs for blocking of funds is discontinued and RIIs submitting their Application Forms
through Designated Intermediaries (other than SCSBs) can only use the UPI mechanism with existing timeline
of T+6 days until March 31, 2020 (“UPI Phase II”). Further SEBI through its circular no
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 has decided to continue with the Phase II of the UPI
ASBA till further notice.

Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized to
collect the Application forms. Investor may visit the official website of the concerned for any information on
operationalization of this facility of form collection by the Registrar to the Issue and Depository Participants as
and when the same is made available.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of the Companies Act 2013, our Memorandum
and Articles of Association shall rank Pari-passu in all respects with the existing Equity Shares including in
respect of the rights to receive dividends and other corporate benefits, if any, declared by us after the date of
Allotment. For further details, please see the section titled "Main Provisions of the Articles of Association of our
Company” beginning on page 186 of this Prospectus.

Authority for the Present Offer

The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on
December 20, 2022 and approved by the shareholders of our Company vide a special resolution at the Extra
Ordinary General Meeting held on January 05, 2023 pursuant to section 62(1)(c) of the Companies Act.

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 any other rules, regulations or guidelines as may be issued by the Government of India in connection thereto
and as per the recommendation by the Board of Directors and approved by 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

148
and our Articles of Association. Further Interim Dividend (if any declared) will be approved by the Board of
Directors. For further details, please refer to section titled "Dividend Policy” and “Main Provisions of Article of
Association” beginning on page no 101 and 186 respectively of this Prospectus.

Face Value and Issue Price

The face value of the Equity Shares is ` 10 each and the Issue Price is ` 27 per Equity 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” beginning on page 57 of the Prospectus. At any given point of time there
shall be only one denomination for the Equity Shares.At any given point of time there shall be only one (1)
denomination of Equity Shares of our Company, subject to applicable law.

Compliance with SEBI ICDR Regulations, 2018

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:

1. Right to receive dividend, if declared;

2. Right to receive Annual Reports and notices to members;
3. Right to attend general meetings and exercise voting rights, unless prohibited by law;
4. Right to vote on a poll either in person or by proxy;
5. Right to receive offer for rights shares and be allotted bonus shares, if announced;
6. Right to receive surplus on liquidation subject to any statutory and other preferential claim being
satisfied;
7. Right of free transferability subject to applicable law, including any RBI rules and regulations; and
such other rights, as may be available to a shareholder of a listed public limited company under the
Companies Act, 2013, the terms of the SEBI Listing Regulations, and the Memorandum and Articles of
Association of our Company.

For a detailed description of the main provisions of the Articles of Association relating to voting rights,
dividend, forfeiture and lien and/or consolidation/splitting, please refer to the section titled “Main Provisions of
Articles of Association” beginning on page 187 of the Prospectus.

Minimum Application Value; Market Lot and Trading Lot

The trading of the Equity Shares will happen in the minimum contract size of 4,000 Equity Shares and the same
may be modified by SME Platform of BSE from time to time by giving prior notice to investors at large.
Allocation and allotment of Equity Shares through this Offer will be done in multiples of 4,000 Equity Share
subject to a minimum allotment of 4,000 Equity Shares to the successful applicants in terms of the SEBI circular
No. CIR/MRD/DSA/06/2012 dated February 21, 2012.

In accordance with Regulation 267(2) of the SEBI (ICDR) Regulations 2018 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

In accordance with Regulation 268 (1) of SEBI (ICDR) Regulations, the minimum number of allottees in this
Offer shall be 50 shareholders. In case the minimum number of prospective allottees is less than 50, no
allotment will be made pursuant to this Offer and the monies collected shall be refunded within four (4)
Working days of closure of Offer. In case of delay, if any, in unblocking the ASBA Accounts within such
timeline as prescribed under applicable laws, the Selling Shareholder, to the extent applicable and our Company
shall be liable to pay interest on the application money in accordance with applicable laws. In case of an
undersubscription in the Offer, the Equity Shares proposed for sale by each Selling Shareholder shall be in
proportion to the Offered Shares by such Selling Shareholder.

149
Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Ahmedabad.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such
Equity Shares as joint-holders with benefits of survivorship.

The Equity Shares have not been and will not be registered under the U.S Securities Act or any other
applicable law of the United States and, unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S Securities Act and applicable state securities laws. Accordingly, the Equity
Shares are only being offered and sold (i) within the United States only to persons reasonably believed to
be “qualified institutional buyers” (as defined in Rule 144A under the U.S Securities Act and referred to
in this Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a
category of institutional investor defined under applicable Indian regulations and referred to in this
Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the
U.S Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulation S
under the U.S Securities Act and the applicable laws of the jurisdiction where those offers and 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 Applications may not be made by persons
in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Nomination Facility to Investor

In accordance with Section 72 (1) & 72 (2) 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 Applicants, 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 (3) 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 accordance to Section 72 (4) of the Companies Act,
2013, 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/transfer/alienation of equity share(s) by the person nominating. A
buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only
on the prescribed form available on request at the Registered Office of our Company or to the Registrar and
Transfer Agents of our Company.

In accordance with Articles of Association of the Company, 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:

(a) to register himself or herself as the holder of the Equity Shares; or

(b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, 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 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 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.

Period of Operation of Subscription List of Public Offer

ISSUE OPENS ON February 21, 2023 (Tuesday)

150
ISSUE CLOSES ON February 24, 2023 (Friday)

● In terms of Regulation 265 of ICDR Regulations, the issue shall be open after at least three (3) working days
from the date of filing the Prospectus with the Registrar of Companies.
● In terms of Regulation 266(3) of ICDR Regulations, in case of force majeure, banking strike or similar
circumstances, our Company may, for reasons to be recorded in writing, extend the Issue Period disclosed in
the Prospectus, for a minimum period of three (3) working days, subject to the provisions of sub-regulation
266(1).

In terms of the UPI Circulars, in relation to the Offer, the Lead Manager will submit reports of compliance with
T+6 listing timelines and activities, identifying non-adherence to timelines and processes and an analysis of
entities responsible for the delay and the reasons associated with it. In case of any delay in unblocking of
amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding Four (4)
Working Days from the Offer Closing Date, the Issuer shall be compensated at a uniform rate of `100 per day
for the entire duration of delay exceeding Four (4) Working Days from the Bid/Offer Closing Date by the
intermediary responsible for causing such delay in unblocking. The Lead Manager shall, in their sole discretion,
identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. SEBI is in
the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or notifications from
SEBI after the date of this Prospectus may result in changes to the above-mentioned timelines. Further, the offer
procedure is subject to change basis any revised SEBI circulars to this effect.

In case of

1. any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Applicant shall be compensated at a
uniform rate of ` 100 per day or 15% per annum of the Application Amount, whichever is higher from the
date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges Applying
platform until the date on which the amounts are unblocked.
2. any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI
Mechanism), the Applicant shall be compensated at a uniform rate ` 100 per day or 15% per annum of the
total cumulative blocked amount except the original application amount, whichever is higher from the date
on which such multiple amounts were blocked till the date of actual unblock;
3. any blocking of amounts more than the Application Amount, the Applicant shall be compensated at a
uniform rate of ` 100 per day or 15% per annum of the difference in amount, whichever is higher from the
date on which such excess amounts were blocked till the date of actual unblock;
4. any delay in unblocking of non-allotted/ partially allotted Application, exceeding four Working Days from
the Issue Closing Date, the Applicant shall be compensated at a uniform rate of ` 100 per day or 15% per
annum of the Application Amount, whichever is higher for the entire duration of delay exceeding four
Working Days from the Issue Closing Date by the SCSB responsible for causing such delay in unblocking.
The post Issue LM shall be liable for compensating the Applicant at a uniform rate of `100 per day or 15%
per annum of the Application Amount, whichever is higher from the date of receipt of the Investor
grievance until the date on which the blocked amounts are unblocked. For the avoidance of doubt, the
provisions of the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as
amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be
deemed to be incorporated in the deemed agreement of the Company with the SCSBs to the extent
applicable.

SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any further notification
from the SEBI after filing of this Prospectus may result in changes in the timelines.

Submission of Application Forms:

Issue period (except the Issue Closing Date)

Submission and Revision of Application Form Only between 10.00 a.m. and 5.00 p.m. IST
Issue Closing Date
Submission and Revision of Application Form Only between 10.00 a.m. and 3.00 p.m. IST

On the Issue Closing Date, for uploading the Application Forms:

151
1. 4.00 p.m. IST in case of application by QIBs and Non – Institutional Investors and
2. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Retail Individual
Investors which may be extended up to such time as deemed fit by the Stock Exchanges after taking into
account the total number of applications received up to the closure of timings and reported by BRLMs to
the Stock Exchanges.

Due to limitation of time available for uploading the application forms on the Issue Closing Date, Applicants are
advised to submit their applications one (1) day prior to the Issue Closing Date and, in any case, not later than
03.00 p.m. (IST) on the Issue Closing Date. Any time mentioned in this Prospectus is IST. Applicants are
cautioned that, in the event a large number of Application Forms are received on the Issue Closing Date, as is
typically experienced in public issues, some Application Forms may not get uploaded due to the lack of
sufficient time. Such Application Forms that cannot be uploaded will not be considered for allocation under this
Issue.

Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays).
Neither our Company nor the LM is liable for any failure in uploading the Application Forms due to faults in
any software/hardware system or otherwise.

It is clarified that applications not uploaded on the electronic bidding system or in respect of which the
full application Amount is not blocked by SCSBs or under the UPI Mechanism, as the case may be, would
be rejected.

In case of force majeure, banking strike or similar circumstances, the issuer may, for reasons to be recorded in
writing, extend the (Issue) period disclosed in the prospectus, for a minimum period of three (3) working days,
subject to the Issue Period not exceeding ten (10) working days.

In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to
withdraw or lower the size of their Application (in terms of the quantity of the Equity Shares or the Application
amount) at any stage. Retail Individual Applicants can revise or withdraw their Application Forms prior to the
Issue Closing Date. Allocation to Retail Individual Applicants, in this Issue will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical
Application Form, for a particular Applicant, the details as per the file received from SME Platform of BSE may
be taken as the final data for the purpose of Allotment.

Minimum Subscription

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten as per
Regulation 260(1) of SEBI ICDR Regulation.

If the issuer does not receive the subscription of hundred per cent (100%) of the offer through Prospectus on the
date of closure of the issue including devolvement of underwriters, if any, or if the subscription level falls below
hundred per cent (100%) after the closure of issue on account of withdrawal of applications, or after technical
rejections, or if the listing or trading permission is not obtained from the stock exchange for the securities so
offered under the Prospectus, the issuer shall forthwith refund the entire subscription amount received. If there is
a delay beyond Four (4) Working Days after the issuer becomes liable to pay the amount, the issuer and every
director of the issuer who are officers in default, shall pay interest at the rate of fifteen per cent per annum (15%
p.a).

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 monies blocked by
the SCSBs shall be unblocked within 4 working days of closure of issue.

Arrangements for Disposal of Odd Lots

The trading of the equity shares will happen in the minimum contract size of 4,000 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 Platform of BSE Limited.

152
Withdrawal of the Issue

Our Company in consultation with the Lead Manager, reserve the right to not to proceed with the Issue after the
Issue Opening Date but before the 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 or the Sponsor Bank to unblock the bank
accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification. Our
Company shall also inform the same to the Stock Exchange on which Equity Shares are proposed to be listed. If
the Issue is withdrawn after the designated Date, amounts that have been credited to the public Issue Account
shall be transferred to the Refund Account.

Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchange, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the
Prospectus after it is registered with the RoC. If our Company withdraws the Issue after the Issue Closing Date
and thereafter determines that it will proceed with an issue, our Company shall file a fresh Prospectus.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for lock-in of the pre-Issue Equity Shares and Promoters’ minimum contribution in the Issue as detailed
in the chapter “Capital Structure” beginning on page 43 of the Prospectus, and except as provided in the Articles
of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission
of shares and on their consolidation / splitting except as provided in the Articles of Association. For details,
please refer to the section titled “Main Provisions of the Articles of Association” beginning on page 186 of the
Prospectus.

Migration to Main Board

As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, our Company may migrate to the
main board of BSE from the SME Exchange on a later date subject to the following:

• If the Paid-up Capital of our Company is likely to increase above ` 25 crores 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 Promoters in favor
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), our Company shall apply to BSE for listing of its shares on its Main Board subject to the
fulfilment 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 crores and the capitalization of our equity is more
than `25 crores and our company have been listed on SME Platform for at least two years, our Company
may still apply for migration to the main board if the same has been approved by a special resolution
through postal ballot wherein the votes cast by the shareholders other than the Promoters in favor of the
proposal amount to at least two times the number of votes cast by shareholders other than promoter
shareholders against the proposal.

Market Making

The shares offered though this issue are proposed to be listed on the SME Platform of BSE Limited (SME
Exchange), wherein the Lead Manager to this Issue shall ensure compulsory Market Making through the
registered Market Makers of the SME Platform of BSE Limited for a minimum period of three years from the
date of listing of shares offered though this Prospectus.

For further details of the agreement entered into between the Company, the Lead Manager and the Market
Maker please see “General Information” beginning on page 34 of the Prospectus.

New Financial Instruments

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As on the date of this Prospectus, there are no outstanding warrants, new financial instruments or any rights,
which would entitle the shareholders of our Company, including our Promoters, to acquire or receive any Equity
Shares after the Issue. Further, our Company is not issuing any new financial instruments through this Issue.

Allotment of Equity Shares in Dematerialized Form

In terms of Section 29 of the Companies Act 2013, the Equity Shares shall be Allotted only in dematerialised
form. As per the existing SEBI ICDR Regulations, 2018 the trading of the Equity Shares shall only be in
dematerialised form for all investors.

In this context, two agreements will be signed by our Company with the respective Depositories and the
Registrar to the Issue before filing the Prospectus:

1. Tripartite agreement dated November 10, 2022 among CDSL, our Company and the Registrar to the Issue;
and
2. Tripartite agreement dated November 02, 2022 among NSDL, our Company and the Registrar to the Issue

Investors should note that Allotment of Equity Shares to all successful Applicants will only be in the
dematerialized form. 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 dematerialized segment of the Stock
Exchanges. 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.

Application by Eligible NRIs, FIIs registered with SEBI, VCFs registered with SEBI and QFIs

It is to be understood that there is no reservation for Eligible NRIs or FIIs registered with SEBI or VCFs or
QFIs. Such Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other
categories for the purpose of Allocation.

As per the extant policy 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, FIIs 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.

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 ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229(2) of Chapter IX of SEBI (ICDR) Regulations, 2018, as
amended from time to time, whereby, an issuer whose post issue face value capital is more than ten crore rupees
and upto twenty-five crore rupees, 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 BSE Limited “BSE
SME”). 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 148 and 157 respectively of this Prospectus.

Public Issue of 61,80,000 Equity Shares of Face Value of ` 10.00/- each fully paid (The "Equity Shares") for
cash at a price of ` 27.00/- per Equity Shares (including a premium of ` 17/- per equity share) aggregating to `
1668.60 lacs (“the offer”) by our Company.

Particulars Net Issue to Public Market Maker reservation

portion
Number of Equity Shares 58,64,000* Equity Shares 3,16,000 Equity Shares
Percentage of Issue Size 94.89% of the Issue Size. 5.11 % of the Issue Size
available for allocation
25.30% of the Post Issue Paid up capital 1.36 % of the Post Issue Paid
up capital
Basis of Allotment/ Proportionate subject to minimum allotment Firm Allotment
Allocation if respective of 4000 Equity Shares and Further
category is oversubscribed allotment in multiples of 4000 Equity
Shares each.
For further details, please refer to the
section titled “Issue Procedure” on page
157 of this Prospectus.
Mode of Application Retail Individual Investors may apply Through ASBA mode Only.
through UPI Payment Mechanism.
All other applicants and Retail Individual
Investors (whose bank do not provide UPI
Payment facility) shall apply through ASBA
Only.
Minimum Application Size For QIB and NII: 3,16,000 Equity Shares
Such number of Equity Shares in multiples
of 4,000 Equity Shares such that the
Application Value exceeds ` 2,00,000.
For Retail Individuals:
Such number of equity shares where
application size is of at least 4,000 Equity
Shares.
Maximum Bid For QIB and NII: 3,16,000 Equity Shares
Such number of Equity Shares in multiples
of 4,000 Equity Shares such that the
Application Size does not exceed 58,64,000
Equity Shares subject to adhere under the
relevant laws and regulations as applicable.
For Retail Individuals:
Such number of Equity Shares so that the
Application Value does not exceed `
2,00,000
Mode of Allotment Compulsorily in dematerialized mode Compulsorily in dematerialized
mode
Trading Lot 4,000 Equity Shares 4,000 Equity Shares, However
the Market Maker may accept
odd lots if any in the market as
required under the SEBI
(ICDR) Regulations, 2018.
Terms of payment In case of ASBA, the entire application amount shall be blocked at the time of

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Particulars Net Issue to Public Market Maker reservation
portion
submission of Application Form to the SCSBs and in case of UPI as an
alternate mechanism, application amount shall be blocked at the confirmation
of mandate collection request by the Applicant.
*50 % of the shares offered in the Net Issue to Public portion are reserved for applications whose value is
below `2,00,000 and the balance 50% of the shares are available for applications whose value is above
`2,00,000.

Note:
• In case of joint application, the Application Form should contain only the name of First Applicant whose
name should also appear as the first holder of beneficiary account held in joint names. 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 joint holders.
• Applicants will be required to confirm and will be deemed to have represented to our Company, the LM,
their respective directors, officers, agents, affiliates and representatives that they are eligible under
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares in this Issue.
• SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB.

This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018. For further details,
please refer chapter titled “Issue Procedure” beginning on page 157 of this Prospectus.

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 ISSUE PROCEDURE

All Applicants should review the General Information Document for Investing in Public Issue, prepared and
issued in accordance with the SEBI circular no CIR/CFD/DIL/12/2013 dated October 23, 2013 notified by SEBI
and updated pursuant to SEBI Circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,the SEBI
Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and updated pursuant to SEBI Circular
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 (the “General Information Document”) which
highlights the key rules, processes and procedures applicable to public issues in general in accordance with the
provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The General
Information Document is available on the websites of Stock Exchange, the Company and the Lead Manager.
Please refer to the relevant provisions of the General Information Document which are applicable to the Issue.

Additionally, all Applicants may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price
discovery and allocation; (iv) payment Instructions for ASBA Applicants; (v) issuance of Confirmation of
Allocation Note (“CAN”) and Allotment in the Issue; (vi) price discovery and allocation; (vii) general
instructions (limited to instructions for completing the Application Form); (viii) designated date; (ix) disposal of
applications; (x) submission of Application Form; (xi) other instructions (limited to joint bids in cases of
individual, multiple bids and instances when an application would be rejected on technical grounds); (xii)
applicable provisions of Companies Act, 2013 relating to punishment for fictitious applications; (xiii) mode of
making refunds; and (xiv) interest in case of delay in Allotment or refund.

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 for any amendment, modification or change in applicable
law, which may occur after the date of this Prospectus. Applicants are advised to make their independent
investigations and ensure that their applications are submitted in accordance with the applicable laws and do not
exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable
law or as specified in this Prospectus.

Pursuant to the SEBI ICDR Regulations,2018 the ASBA process is mandatory for all investors excluding
Anchor Investors and it allows the registrar, share transfer agents, depository participants and stock brokers to
accept Application forms. SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1,
2018 as amended from time to time, including pursuant to circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated
April 3, 2019 (“UPI Circular”) in addition to ASBA Process has introduce an alternate payment mechanism
using Unified Payments Interface (“UPI”), consequent reduction in timelines for listing in a phased manner.
Further, SEBI vide its circular no. (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019 has notified
Phase II for detail implementation refers below “Phased implementation of Unified Payments Interface”.
Applicants applying through the ASBA process or UPI Mechanism should carefully read the provisions
applicable to such applications before making their application through the ASBA process. Please note that all
Applicants are required to make payment of the full Application Amount along with the Application Form. In
case of ASBA Applicants, an amount equivalent to the full Application Amount will be blocked by the SCSBs
hence applicant shall ensure that ASBA Bank Account has sufficient Balance.

ASBA Applicants are required to submit ASBA Applications to the selected branches / offices of the RTAs,
DPs, Designated Bank Branches of SCSBs. The lists of banks that have been notified by SEBI to act as SCSB
(Self Certified Syndicate Banks) for the ASBA Process are provided on http://www.sebi.gov.in. For details on
designated branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link. The
list of Stock Brokers, Depository Participants (“DP”), Registrar to an Issue and Share Transfer Agent (“RTA”)
that have been notified by Stock Exchange to act as intermediaries for submitting Application Forms are
provided on the website of the Stock Exchange. For details on their designated branches for submitting
Application Forms, please refer the above-mentioned Stock Exchange website.

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA)

157
for applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from
public issue closure to listing from six Working Days to up to three Working Days. Considering the time
required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI
payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following
manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever is later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RII had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public Issue
closure to listing continued to be six working days.

Phase II: This phase has become applicable from July 1, 2019. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation
of UPI Phase II till March 31, 2020. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020 dated
March 30, 2020 decided to continue Phase II of UPI with ASBA until further notice. Under this phase,
submission of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for
blocking of funds will be discontinued and will be replaced by the UPI Mechanism. However, the time duration
from public Issue closure to listing would continue to be six Working Days during this phase.

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.

Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45dated April 5, 2022, all

individual Investors in initial public offerings (opening on or after May 1, 2022) whose application sizes are up
to `500,000 shall use the UPI Mechanism.

For further details, refer to the General Information Document available on the websites of the Stock Exchange
and the Lead Manager.

Fixed Price Issue Procedure

The offer is being made under Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 through a Fixed Price Process. Wherein a minimum 50% of the Net Issue is allocated for Retail Individual
Applicants and the balance shall be offered to individual applicants other than Retail Individual Applicants and
other investors including corporate bodies or institutions, 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.

Additionally, if the Retail Individual Applicants category is entitled to more than fifty per cent on proportionate
basis, the Retail Individual Applicants shall be allocated that higher percentage. However, the Application by an
Applicant should not exceed the investment limits prescribed under the relevant regulations/statutory guidelines.

Subject to the valid Applications being received at the Issue Price, allocation to all categories in the Net Issue,
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, except in the QIB Portion, 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 LM and the
Stock Exchange are required to submit their Applications to the Application Collecting Intermediaries i.e. SCSB
or Registered Brokers of Stock Exchanges or 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. 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.

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Investors should note that Equity Shares will be allotted to successful Applicants in dematerialized form
only. The Equity Shares on Allotment shall be traded only in the dematerialize segment of the Stock
Exchange, as mandated by SEBI. Applicants will not have the option of getting allotment of the Equity
Shares in physical form. However, the Investors may get the Equity Shares rematerialized subsequent to the
allotment.

Availability of Draft Prospectus/Prospectus and Application Forms

Copies of the Application Form and the Draft prospectus / Prospectus will be available at the offices of the LM,
the Designated Intermediaries at Bidding Centers, and Registered Office of our Company. An electronic copy of
the Application Form will also be available for download on the websites of the Stock Exchange(s), the SCSBs,
the Registered Brokers, the RTAs and the CDPs at least one (1) day prior to the Issue Opening Date.

Applicants shall only use the specified Application Form for the purpose of making an Application in terms of
the Draft Prospectus / Prospectus. All the Applicants (other than Anchor Investor and Retail Individual Investor
using UPI Payment Mechanism) shall mandatorily participate in the Issue only through the ASBA process for
application. ASBA applicants must provide bank account details and authorization to block funds in the relevant
space provided in the Application Form and the Application Forms that do not contain such details are liable to
be rejected.

Retail Individual Investors submitting their application form to any Designated Intermediaries (other than
SCSBs) shall be required to bid using the UPI Mechanism and must provide the UPI ID in the relevant space
provided in the Application Form. Retail Individual Investors submitting their application form to any
Designated Intermediaries (other than SCSBs) failed to mention UPI ID are liable to be rejected. Retail
Individual Investors may also apply through the SCSBs and mobile applications using the UPI handles as
provided on the website of the SEBI.

ASBA Applicants shall ensure that the applications are made on Application Forms bearing the stamp of the
Designated Intermediary, submitted at the Collection Centers only (except in case of electronic Bid cum
Application Forms) and the Bid cum Application Forms not bearing such specified stamp are liable to be
rejected.

The prescribed colour of the Application Form for various categories is as follows:

Category Colour of Application Form

Resident Indians and Eligible NRIs applying on a non-repatriation basis White*
(ASBA)**
Non-Residents and Eligible NRIs applying on a repatriation basis (ASBA)** Blue*
*Excluding electronic Application Form.
**Application Forms will also be available on the website of the BSE (www.bseindia.com). Same Application

Form applies to all ASBA Applicants/ Retail Individual Investors applying through UPI mechanism,
irrespective of whether they are submitted to the SCSBs, to the Registered Brokers, to Registrars to an Issue and
Share Transfer Agents, Depository Participants or to the Syndicate (in Specified Cities).

In case of ASBA Forms, Designated Intermediaries shall upload the relevant Application details in the
electronic bidding system of the Stock Exchanges. Subsequently, for ASBA Forms (other than RIIs using UPI
mechanism) Designated Intermediaries (other than SCSBs) shall submit/deliver the Application Form (except
the Application Form from a RIIs using the UPI mechanism) to the respective SCSBs, where the Applicant has a
bank account and shall not submit it to any non-SCSB bank or any Escrow Bank. For RIIs using UPI
mechanism, the Stock Exchanges shall share the Application details (including UPI ID) with the Sponsor Bank
on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIIs for blocking of funds.

Submission and Acceptance of Application Form

Pursuant to SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 Dated November 10, 2015, an Investor,
intending to subscribe to this Issue, shall submit a completed application form to any of the following
Intermediaries (Collectively called “Designated Intermediaries”).

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Sr No. Designated Intermediaries
a) An SCSB, with whom the bank account to be blocked, is maintained
b) A syndicate member (or sub-syndicate member)
c) A stock broker registered with a recognized stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity) (“broker”)
d) A depository participant (“DP”) (whose name is mentioned on the website of the stock exchange as
eligible for this activity)
e) Registrar to an issue and share transfer agent (“RTA”) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)

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 shall submit Application Forms to SCSBs only

The upload of the details in the electronic bidding system of stock exchange will be done by:

For Applications submitted After accepting the form, SCSB shall capture and upload the relevant
by investors to SCSB: details in the electronic bidding system as specified by the stock
exchanges(s) and may by 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
by investors to and upload the relevant details in the electronic bidding system of stock
intermediaries other than exchange(s). Post uploading, they shall forward a schedule as per
SCSBs without use of UPI for prescribed format along with the application forms to designated branches
payment: of the respective SCSBs for blocking of funds within one day of closure of
Issue.
For applications submitted by After accepting the application form, respective intermediary shall capture
investors to intermediaries and upload the relevant bid details, including UPI ID, in the electronic
other than SCSBs with use of bidding system of stock exchange(s).
UPI for payment: Stock Exchange shall share bid details including the UPI ID with Sponsor
Bank on a continuous basis, 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 to accept
mandate request for blocking of funds, on his / her mobile application,
associated with UPI ID linked bank account

Stock exchange(s) shall validate the electronic bid details with depository’s records for DP ID/Client ID and
PAN, on a real time, basis and bring the inconsistencies to the notice of intermediaries concerned, for
rectification and re-submission within the time specified by stock exchange.

Who can apply?

In addition to the category of Applicants set forth under General Information Document, the following persons
are also eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines, including:

a) FPIs other than Category III foreign portfolio investor;

b) Category III foreign portfolio investors, which are foreign corporate or foreign individuals only under
the Non-Institutional Investors (NIIs) category;
c) Mutual Funds registered with SEBI;
d) VCFs registered with SEBI;
e) FVCIs registered with SEBI;
f) Multilateral and bilateral development financial institutions;
g) State Industrial Development Corporations;
h) Insurance companies registered with Insurance Regulatory and Development Authority;
i) Provident Funds with a minimum corpus of ` 250 million and who are authorised under their
constitution to hold and invest in equity shares;

160
 j) Pension Funds with a minimum corpus of ` 250 million and who are authorised under their constitution
to hold and invest in equity shares;
k) National Investment Fund set up by resolution no. F.NO.2/3/2005-DDII dated November 23, 2005 of
the GoI, published in the Gazette of India;
l) Insurance funds set up and managed by the army, navy or air force of the Union of India and by the
Department of Posts, India;
m) Nominated Investor and Market Maker
n) Scientific and/or industrial research organisations authorised in India to invest in the Equity Shares.
o) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and
polices applicable to them.

Applications not to be made by:

1. Minors (except under guardianship)

2. Partnership firms or their nominees
3. Overseas Corporate Bodies

The Equity Shares have not been and will not be registered under the U.S Securities Act or any other
applicable law of the United States and, unless so registered, and may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S Securities Act and applicable state securities laws. Accordingly, the Equity
Shares are only being offered and sold (i) within the United States only to persons reasonably believed to
be “qualified institutional buyers” (as defined in Rule 144A under the U.S Securities Act and referred to
in this Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a
category of institutional investor defined under applicable Indian regulations and referred to in this
Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the
U.S Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulations S
under the U.S Securities Act and the applicable laws of the jurisdiction where those offers and sales
occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and 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 shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their
underwriting obligations. However, associates and affiliates of the Lead Manager may subscribe to Equity
Shares in the Issue, either in the QIB Portion and Non-Institutional Category where the allotment 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 the LM, shall be treated equally for the purpose of
allocation to be made on a proportionate basis

Option to Subscribe to the Issue

1) Our Company shall allot the specified securities in dematerialised form only. Investors opting for allotment in
dematerialised form may get the specified securities rematerialised subsequent to allotment.

2) The equity shares, on allotment, shall be traded on stock exchange in demat segment only.

3) A single application from any investor shall not exceed the investment limit/minimum number of specified
securities that can be held by him/her/it under the relevant regulations/statutory guidelines.

Application By HUF

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the
Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows:
“Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is
the name of the Karta”. Bids/Applications by HUFs may be considered at par with Bids/Applications from
individuals

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Application by Mutual Funds

Application made by asset management companies or custodians of Mutual Funds shall specifically state names
of the concerned schemes for which such Applications are made. 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 (1) 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.

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be
attached with the Application Form. Failing this, our Company reserves the right to reject their Application in
whole or in part, in either case, without assigning any reason thereof.

No mutual fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related
instruments of any single 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

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, Foreign Nationals, Non Residents (except for those
applying on non-repatriation), 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), 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 Eligible NRIs/FII’s on Repatriation Basis

Eligible NRIs may obtain copies of Application Form from the Designated Intermediaries. Eligible NRI
Applicants applying 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”) ASBA
Accounts, and eligible NRI Applicants applying 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.

Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for Non-Residents
(blue in colour).

Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents (white in
colour).

Pursuant to the provisions of the FEMA regulations, investments by NRIs under the Portfolio Investment
Scheme(“PIS”) is subject to certain limits, i.e., 10.00% of the paid-up equity share capital of the company. Such
limit for NRI investment under the PIS route can be increased by passing a board resolution, followed by a
special resolution by the shareholders, subject to prior intimation to the RBI. Our Company has not passed any
resolution to increase this limit and hence investments by NRIs under the PIS will be subject to a limit of 10%
of the paid-up equity capital of the Company.

Application by FPIs

In terms of the FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means
the same set of ultimate beneficial owner(s) investing through multiple entities) is not permitted to exceed 10%
of our post- Issue Equity Share capital. Further, in terms of the FEMA Regulations, the total holding by each
FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all
FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The aggregate limit
of 24% may be increased up to the sectoral cap by way of a resolution passed by our Board followed by a
special resolution passed by the shareholders of our Company and subject to prior intimation to the RBI.

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In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital of our
Company, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference
shares or share warrants issued that may be issued by our Company, the total investment made by the FPI will
be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our
Company and the investor will be required to comply with applicable reporting requirements.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the FPI Regulations, an FPI, by virtue of their investment manager being appropriately
regulated, may issue or otherwise deal in offshore derivative instruments (as defined under the FPI Regulations
as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that
are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or
indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated
by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance
with ‘know your client’ norms. An FPI is also required to ensure that no further issue or transfer of any offshore
derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate
foreign regulatory authority. In case of Applications made by FPIs, a verified true copy of the certificate of
registration issued by the designated Depository Participant under the FPI Regulations is required to be attached
along with the Application form, failing which our Company reserves the right to reject the Application without
assigning any reasons thereof.

Application by SEBI registered VCFs, AIFs and FVCIs

SEBI VCF Regulations and SEBI FVCI Regulations inter alia prescribe the investment restrictions on the VCFs
and FVCIs registered with SEBI. Further, SEBI AIF Regulations prescribe, among others, the investment
restrictions on AIFs.

Accordingly, the holding by any individual VCF registered with SEBI in one (1) venture capital undertaking
should not exceed 25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds, in the aggregate, in certain specified instruments, which includes subscription to an initial
public offering.

Category I and II AIFs cannot invest more than 25% of their corpus in one (1) investee company. A category III
AIF cannot invest more than 10% of their investible funds in one (1) investee company. A venture capital fund
registered as a category I AIF, as defined in SEBI AIF 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 SEBI AIF Regulations shall continue to be regulated by SEBI
VCF Regulations until the existing fund or scheme managed by the fund is wound up and such funds shall not
launch any new scheme after the notification of SEBI AIF Regulations.

Further, according to SEBI ICDR Regulations, the shareholding of VCFs and category I AIFs or FVCI held in a
company prior to making an initial public offering would be exempt from lock-in requirements provided that
such equity shares held are locked in for a period of at least one (1) year from the date of purchase by such VCF
or category I AIFs or FVCI.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the LM will not be responsible for loss, if any, incurred by the Applicant on account of
conversion of foreign currency. There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants
will be treated on the same basis with other categories for the purpose of allocation.

Application by provident funds/ pension funds

In case of Applications made by provident funds/pension funds, subject to applicable laws, with minimum
corpus of ` 2,500 Lakhs, 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 their Application, without assigning any reason thereof

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Application 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 this, our Company reserves the right to reject their
Application without assigning any reason thereof.

Application by Banking Companies

In case of Application made by banking companies registered with the RBI, certified copies of: (i) the certificate
of registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are
required to be attached to the Application Form, failing which our Company reserves the right to reject any
Application by a banking company, without assigning any reason therefor.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the “Banking Regulation Act”), and the Master Direction – Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, is 10% of the paid-up share capital of the investee
company or 10% of the banks’ own paid-up share capital and reserves, whichever is less.

Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial
and non-financial services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A
banking company may hold up to 30% of the paid-up share capital of the investee company with the prior
approval of the RBI provided that the investee company is engaged in non-financial activities in which banking
companies are permitted to engage under the Banking Regulation Act.

Application by Insurance Companies

In case of Application 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 their application without assigning any reason thereof.

Insurance companies participating in this Issue, shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time including the Insurance Regulatory and Development Authority of
India Investment) Regulations, 2016 (“IRDA Investment Regulations”).

Application by SCSBs

SCSBs participating in the Issue are required to comply with the terms of SEBI circulars dated September 13,
2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their own account
using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs.
Further, such account shall be used solely for the purpose of making application in public issues and clear
demarcated funds should be available in such account for ASBA applications.

Application by Systemically Important Non-Banking Financial Companies

In case of Application made by systemically important non-banking financial companies, a certified copy of the
certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a
standalone basis and a net worth certificate from its statutory auditor(s), must be attached to the Application
Form. Failing this, our Company reserves the right to reject any Application, without assigning any reason
thereof. Systemically important non-banking financial companies participating in the Issue shall comply with all
applicable regulations, guidelines and circulars issued by RBI from time to time.

Application under Power of Attorney

In case of Application made pursuant to a power of attorney or by limited companies, corporate bodies,
registered societies, FIIs, FPIs, Mutual Funds, Eligible QFIs, insurance companies, insurance funds set up by the
army, navy or air force of the Union of India, insurance funds set up by the Department of Posts, India or the
National Investment Fund, provident funds with a minimum corpus of ` 2,500 Lakhs and pension funds with a
minimum corpus of ` 2,500 Lakhs (in each case, subject to applicable law and in accordance with their
respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or

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authority, as the case may be, along with a certified copy of the memorandum of association and articles of
association and/or bye laws, as applicable must be lodged along with the Application Form. Failing this, our
Company reserves the right to accept or reject their application in whole or in part, in either case, without
assigning any reasons thereof. In addition to the above, certain additional documents are required to be
submitted by the following entities:

a) With respect to Applications by FIIs and Mutual Funds, a certified copy of their SEBI registration
certificate must be lodged along with the Application Form.
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 along with the Application Form.
c) With respect to Applications made by provident funds with a minimum corpus of ` 2500 Lakhs (subject to
applicable law) and pension funds with a minimum corpus of ` 2500 Lakhs, 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.
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.
e) Our 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
our 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

Application by OCBs

In accordance with RBI regulations, OCBs cannot participate in this Issue.

Maximum and Minimum Application Size

1. For Retails Individual Applicants

The Application must be for a minimum of 4,000 Equity Shares and in multiples of 4,000 Equity Shares
thereafter, so as to ensure that the Application Price payable by the Applicant does not exceed ` 2,00,000. In
case of revision of Applications, the Retail Individual Investors have to ensure that the Application Price does
not exceed ` 2,00,000.

2. For Other than Retail Individual Investors (Non-Institutional Investors and QIBs):

The Application must be for a minimum of such number of Equity Shares that the Application Amount
exceeds` 2,00,000 and in multiples of 4,000 Equity Shares thereafter. An application cannot be submitted for
more than the Net Issue Size. However, 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
and Non-Institutional Investor cannot withdraw its Application after the Issue Closing Date and is required to
pay 100% Bid Amount 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 from them 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 this Prospectus.

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

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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

ISSUE PROCEDURE FOR ASBA (APPLICATION SUPPORTED BY BLOCKED ACCOUNT)

APPLICANTS

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 http://www.sebi.gov.in. For details on designated branches of SCSB collecting the
Application Form, please refer the above-mentioned SEBI link.

ASBA Process

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.

APPLICATION FORM SHALL BEAR THE STAMP OF THE SYNDICATE MEMBER /SCSBS
/REGISTRAR AND SHARE TRANSFER AGENTS /DEPOSITORY PARTICIPANTS /STOCK
BROKERS AND IF NOT, THE SAME SHALL BE REJECTED.

Who can apply?

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.

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.

Application Amount paid in cash, by money order or by postal order or by stock invest, or ASBA Application
Form accompanied by cash, draft, money order, postal order or any mode of payment other than blocked
amounts in the SCSB bank accounts, shall not be accepted.

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After verifying that sufficient funds are available in the ASBA Account, the SCSB shall block an amount
equivalent to the Application Amount mentioned in the ASBA Application Form till the Designated Date.

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.

The entire Application Amount, as per the Application Form submitted by the respective ASBA Applicants,
would be required to be blocked in the respective ASBA Accounts until finalization of the Basis of Allotment in
the Issue and consequent transfer of the Application Amount against allocated shares to the ASBA Public Issue
Account, or until withdrawal/failure of the Issue or until rejection of the ASBA Application, as the case may be.

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.

However, the Application Amount may be unblocked in the ASBA Account 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, as the case may
be.

Terms of payment

The entire Issue price of `27 per share is payable on application. In case of allotment of lesser number of Equity
Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on
Application to the Applicants. SCSBs will transfer the amount as per the instruction of the Registrar to the
Public Issue Account, the balance amount after transfer will be unblocked by the SCSBs. The Applicants should
note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has been
established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to
facilitate collections from the Applicants.

Payment Mechanism

The Applicants shall specify the bank account number in their Application Form and the SCSBs shall block an
amount equivalent to the bid Amount (issue price) in the bank account specified in the Application Form. The
SCSB shall keep the bid Amount in the relevant bank account blocked until withdrawal/ rejection of the
Application or receipt of instructions from the Registrar to unblock the bid Amount. However, Non-Retail
Investors 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 Bid Amount shall remain blocked in the ASBA Account until finalization of the
Basis of Allotment in the Issue and consequent transfer of the Bid Amount to the Public Issue Account, or until
withdrawal/ failure of the Issue or until rejection of the Bid by the ASBA Bidder, as the case may be.

PROCEDURE FOR UNIFIED PAYMENT INTERFACE (UPI)

In accordance to the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, to
stream line the process of public issue of Equity Shares and convertibles, Phase II shall become effective
from July 01, 2019, thereafter for applications by Retail Individual Investors through intermediaries,
where the existing process of investor submitting application form with any intermediaries along with
bank account details and movement of such application forms from intermediaries to self-certified
Syndicate Banks (SCSBs) for blocking of funds, will be discontinued. For such applications only the UPI
mechanism would be permissible mode.
Who can apply through UPI Mode:

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Only Retail Individual Investors are allowed to use UPI for the payment in public issues. Qualified Institutional
Buyers and High-Net worth Investors shall continue to apply as per the existing process.

Process

Applications through UPI in IPOs (Public Issue) can be made only through the SCSBs/mobile
applications whose name appears on the SEBI website: www.sebi.gov.in.

Blocking of Funds:

a. Investors shall create UPI ID

b. Investors shall submit their IPO applications through intermediaries and the investors shall enter UPI ID in
the application form
c. Thereafter, intermediary shall upload the bid details and UPI ID in the electronic bidding system of the
Stock Exchange
d. Stock Exchange shall validate the bid details on the real time basis with depository’s records and shall
bring the inconsistencies to the notice of intermediaries for rectification and re-submission
e. Stock Exchange shall share the details including UPI ID with Sponsor Bank, to enable the Sponsor Bank to
initiate the request for the blocking of funds
f. Thereafter the investor shall receive notification and shall confirm the request by entering valid UPI PIN
and upon such acceptance of request, funds would get blocked and intimation shall be given to the investor
regarding blocking of funds

Unblocking of Funds:

(i) After the issue close day, the RTA on the basis of bidding and blocking received from stock exchange
undertake a reconciliation and shall prepare Basis of Allotment.
(ii) Upon approval of such basis, instructions would be sent to the Sponsor Bank to initiate process for credit of
funds in the public issue escrow account and unblocking of excess funds
(iii) Based on authorization given by the investor using UPI PIN at the time of blocking of funds, equivalent to
the allotment, would be debited from investors account and excess funds, if any, would be unblocked.

Further, RIIs would continue to have an option to modify or withdraw the bid till the closure of the issue
period. For each such modification of application, RIIs shall submit a revised application and shall
receive a mandate request from the Sponsor Bank to be validated as per the process indicated above.
Hence, applications made through UPI ID for payment the same shall be revised by using UPI ID only.

Rejection grounds under UPI Payment Mechanism

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

List of Banks providing UPI facility

An investor shall ensure that when applying in the IPO using UPI facility, the name of his Bank shall appear in
the list of SCSBs as displayed on the SEBI website.

A list of SCSBs and mobile application which are live for applying in public issues using UPI mechanism is
provided on the SEBI Website at the following path:
Home >> Intermediaries/Market Infrastructure Institutions >> Recognised Intermediaries >> Self Certified
Syndicate Banks eligible as Issuer Banks for UPI

Investors whose Bank is not live on UPI as on the date of the aforesaid circular, may use the other alternate
channels available to them viz. submission of application form with SCSBs or using the facility of linked online
trading, demat and bank account (Channel I or II at para 5.1 SEBI circular bearing no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018.

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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.

However, the Application Amount may be unblocked in the ASBA Account 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, as the case may
be.

Electronic Registration of Applications

1. The Designated Intermediary will register the Applications using the on-line facilities of the Stock
Exchanges. There will be at least one on-line connectivity facility in each city, where a stock exchange is
located in India and where Applications are being accepted. The Lead Manager, our Company and the
Registrar are not responsible for any acts, mistakes or errors or omission and commissions in relation to,
(i) the Applications accepted by the Designated Intermediary, (ii) the Applications uploaded by the
Designated Intermediary, (iii) the Applications accepted but not uploaded by the Designated
Intermediary or (iv) Applications accepted and uploaded without blocking funds.
2. The Designated Intermediary shall be responsible for any acts, mistakes or errors or omission and
commissions in relation to, (i) the Applications accepted by the Designated Intermediary, (ii) the
Applications uploaded by the Designated Intermediary, (iii) the Applications accepted but not uploaded
by the Designated Intermediary and (iv) Applications accepted and uploaded without blocking funds. It
shall be presumed that for Applications uploaded by the Designated Intermediary, the full Application
Amount has been blocked.
3. In case of apparent data entry error either by the Designated Intermediary in entering the Application
Form number in their respective schedules other things remaining unchanged, the Application Form may
be considered as valid and such exceptions may be recorded in minutes of the meeting submitted to Stock
Exchange(s).
4. The Designated Intermediary will undertake modification of selected fields in the Application details
already uploaded within before 1.00 p.m. of the next Working Day from the Issue Closing Date.
5. The Stock Exchanges will offer an electronic facility for registering Applications for the Issue. This
facility will be available with the Designated Intermediary and their authorized agents during the Issue
Period. The Designated Branches or the Agents of the Designated Intermediary can also set up facilities
for off-line electronic registration of Applications subject to the condition that they will subsequently
upload the off-line data file into the on-line facilities on a regular basis. On the Issue Closing Date, the
Designated Intermediary shall upload the Applications till such time as may be permitted by the Stock
Exchanges. This information will be available with the Lead Manager on a regular basis. Applicants are
cautioned that a high inflow of high volumes on the last day of the Issue Period may lead to some
Applications received on the last day not being uploaded and such Applications will not be considered
for allocation.
6. At the time of registering each Application submitted by an Applicant, Designated Intermediary shall
enter the following details of the investor in the on-line system, as applicable:

1. Name of the Applicant;

2. IPO Name;
3. Application Form number;
4. Investor Category;
5. PAN (of First Applicant, if more than one Applicant);
6. DP ID of the demat account of the Applicant;
7. Client Identification Number of the demat account of the Applicant;
8. UPI ID (RIIs applying through UPI Mechanism)
9. Numbers of Equity Shares Applied for;
10. Location of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB
branch where the ASBA Account is maintained; and
11. Bank account number
12. In case of submission of the Application by an Applicant through the Electronic Mode, the Applicant

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 shall complete the above-mentioned details and mention the bank account number, except the Electronic
Application Form number which shall be system generated.

7. The Designated 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. The registration of the
Application by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated /
allotted either by our Company.
8. Such acknowledgement will be non-negotiable and by itself will not create any obligation of any kind.
9. In case of QIB Applicants, the Lead Manager has the right to accept the Application or reject it.
However, the rejection should be made at the time of receiving the Application and only after assigning a
reason for such rejection in writing. In case on Non-Institutional Applicants and Retail Individual
Applicants, Applications would be rejected on the technical grounds.
10. The permission given by the Stock Exchanges to use their network and software of the Online IPO
system should not in any way be deemed or construed to mean that the compliance with various statutory
and other requirements by our Company and/or the Lead Manager are cleared or approved by the Stock
Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any
of the compliance with the statutory and other requirements nor does it take any responsibility for the
financial or other soundness of our Company, our Promoter, our management or any scheme or project of
our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of
any of the contents of this Prospectus; nor does it warrant that the Equity Shares will be listed or will
continue to be listed on the Stock Exchanges.
11. Only Applications that are uploaded on the online IPO system of the Stock Exchanges shall be
considered for allocation/Allotment. The Designated Intermediary will be given time till 1.00 p.m. on the
next working day after the Issue Closing Date to verify the PAN, DP ID and Client ID uploaded in the
online IPO system during the Issue Period, after which the Registrar will receive this data from the Stock
Exchanges and will validate the electronic Application details with depository’s records. In case no
corresponding record is available with depositories, which matches the three parameters, namely DP ID,
Client ID and PAN, then such Applications are liable to be rejected.

Withdrawal of Applications

RIIs can withdraw their applications until Issue Closing Date. In case a RIIs wishes to withdraw the applications
during the Issue Period, the same can be done by submitting a request for the same to the concerned Designated
Intermediary who shall do the requisite, including unblocking of the funds by the SCSB or Sponsor Bank in the
ASBA Account.

The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the Designated
Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.

Signing of Underwriting Agreement

The issue is 100% Underwritten. For further details please refer to Section titled “General Information” on page
no. 34 of this Prospectus.

Filing of the Offer Document with the ROC

For filing details, please refer Chapter titled “General Information” beginning on page 34 of this Prospectus.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act, 2013, the Company shall, after filing the Prospectus with the ROC,
publish a pre-Issue advertisement, in the form prescribed by the SEBI 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 registered office of the Company is situated.
Price Discovery &Allocation of Equity shares

1. The Issue is being made through the Fixed Price Process where in up to Equity Shares shall be reserved for
Market Maker. Equity shares will be allocated on a proportionate basis to Retail Individual Applicants,

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 subject to valid Application being received from Retail Individual Applicants at the Issue Price. The balance
of the Net Issue will be available for allocation on proportionate basis to Non-Retail Applicants.
2. Under- subscription if any, in any category, would be allowed to be met with spill-over from any other
category or combination of categories at the discretion of our Company in consultation with the Lead
Manager and the Stock Exchange.
3. Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered with SEBI,
applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.
4. In terms of SEBI Regulations, Non-Retail Investors shall not be allowed to either withdraw or lower the size
of their applications at any stage.
5. Allotment status details shall be available on the website of the Registrar to the Issue.

Issuance of Allotment Advice

Upon approval of the Basis of Allotment by the Designated stock exchange, the Registrar shall upload on its
website. On the basis of approved basis of allotment, the Issuer shall pass 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. 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.

1. The dispatch of allotment advice shall be deemed a valid, binding and irrevocable contract.

2. Issuer will that:

(i) the allotment of the equity shares; and
(ii) initiate corporate action for credit of shares to the successful applicant’s Depository Account within 4
working days of the Issue Closing date. The Issuer also ensures the credit of shares to the successful
Applicants Depository Account is completed within one working Day from the date of allotment, after the
funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.

3. 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 4 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.

Issuance of Confirmation Allocation Note (“CAN”)

1. A physical book is prepared by the Registrar on the basis of the Application Forms received from
Investors. Based on the physical book and at the discretion of the Company in consultation with the
LM, selected Investors will be sent a CAN and if required, a revised CAN.

2. In the event that the Offer Price is higher than the Investor Allocation Price: Investors will be sent a
revised CAN within 1 (one) day of the Pricing Date indicating the number of Equity Shares allocated to
such Investor and the pay-in date for payment of the balance amount. Investors are then required to pay
any additional amounts, being the difference between the Offer Price and the Investor Allocation Price,
as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the
Allotment Advice will be issued to such Investors.

3. In the event the Offer Price is lower than the Investor Allocation Price: Investors who have been
Allotted Equity Shares will directly receive Allotment Advice.

Designated Date

On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into
Public Issue Account with the Bankers to the Issue.

General Instructions

Applicants are requested to note the additional instructions provided below.

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Do’s:
1. Check if you are eligible to apply as per the terms of the Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Read all the instructions carefully and complete the Application Form;
3. Ensure that the details about the PAN, DP ID and Client ID are correct and the Applicants depository
account is active, as Allotment of the Equity Shares will be in the dematerialised form only;
4. Ensure that your Application Form, bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Collection Centre within the prescribed time, except in case of electronic
forms. Retail Individual Investors using UPI mechanism, may submit their ASBA forms with Designated
Intermediary and ensure that it contains the stamp of such Designated Intermediary;
5. Ensure that the signature of the First Applicant in case of joint Applications, is included in the
Application Forms;
6. If the first applicant is not the ASBA account holder (or the UPI- linked bank account holder as the case
may be), ensure that the Application Form is signed by the ASBA account holder (or the UPI- linked
bank account holder as the case may be). Ensure that you have mentioned the correct bank account
number and UPI ID in the Application Form;
7. All Applicants (other than Anchor Investors and RII using UPI Mechanism) should apply through the
ASBA process only. RII not using UPI mechanism, should submit their application form directly with
SCSB’s and not with any designated intermediary.
8. With respect to Applications by SCSBs, ensure that you have a separate account in your own name with
any other SCSB having clear demarcated funds for applying under the ASBA process and that such
separate account (with any other SCSB) is used as the ASBA Account with respect to your Application;
9. Ensure that you request for and receive a stamped acknowledgement of your Application;
10. Ensure that you have funds equal to the Application Amount in the ASBA Account maintained with the
SCSB before submitting the ASBA Form to any of the Designated Intermediaries;
11. Instruct your respective banks to not release the funds blocked in the ASBA Account under the ASBA
process. Retail Individual Investors using the UPI Mechanism, should ensure that they approve the UPI
Mandate Request generated by the Sponsor Bank to authorise blocking of funds equivalent to application
amount and subsequent debit of funds in case of allotment, in a timely manner
12. Submit revised Applications to the same Designated Intermediary, as applicable, through whom the
original Application was placed and obtain a revised TRS;
13. Except for Applications (i) on behalf of the central or state governments and the officials appointed by
the courts, who, in terms of 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 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
Applicants residing in the state of Sikkim is subject to (a) the demographic details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case
of residents of Sikkim, the address as per the demographic details evidencing the same. All other
applications in which PAN is not mentioned will be rejected.
14. Ensure that the Demographic Details are updated, true and correct in all respects;
15. 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;
16. 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 application, the Application
Form should contain only the name of the First Applicant whose name should also appear as the first
holder of the beneficiary account held in joint names;
17. Ensure that the category and sub-category under which the Application is being submitted is clearly
specified in the Application Form;
18. Ensure that in case of Applications under power of attorney or by limited companies, corporate, trust etc.,
relevant documents are submitted;
19. If you are resident outside India, ensure that Applications by you are in compliance with applicable
foreign and Indian laws;
20. Applicants should note that in case the DP ID, the Client ID, UPI ID (where applicable) and the PAN
mentioned in the Application Form and entered into the online IPO system of the Stock Exchange by the
relevant Designated Intermediary, match with the DP ID, Client ID (where applicable) and PAN available
in the Depository database otherwise liable to be rejected; Where the Application Form is submitted in

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 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;
21. Ensure that the Application Forms are delivered by the Applicants within the time prescribed as per the
Application Form and the Prospectus;
22. Ensure that you have correctly signed the authorisation/undertaking box in the Application Form, or have
otherwise provided an authorisation 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;
23. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than Retail
Individual Investors Bidding using the UPI Mechanism) in the Bid cum Application Form and such
ASBA account belongs to you and no one else. Further, Retail Individual Investors using the UPI
Mechanism must also mention their UPI ID and shall use only his/her own bank account which is linked
to his/her UPI ID;
24. Retail Individual Investors Bidding using the UPI Mechanism shall ensure that the bank, with which they
have their bank account, where the funds equivalent to the application amount are available for blocking
is UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
25. Retail Individual Investors Bidding using the UPI Mechanism through the SCSBs and mobile
applications shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as
displayed on the SEBI website. Retail Individual Investors shall ensure that the name of the app and the
UPI handle which is used for making the application appears on the list displayed on the SEBI website.
An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is
not mentioned on the SEBI website is liable to be rejected;

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, cheque, by money order or by postal order or by stock invest
or any mode other than stated herein;
• Do not send Application / ASBA Forms by post, instead submit the same to the Designated Intermediary
only;
• Do not submit the Application Forms with the Banker(s) to the Issue (assuming that such bank is not a
SCSB), our Company, the BRLM or the Registrar to the Issue (assuming that the Registrar to the Issue is
not one of the RTAs) or any non-SCSB bank;
• Do not apply on an Application Form that does not have the stamp of the Designated Intermediary;
• If you are a Retail Individual Applicant, do not apply for an exceeding ` 200,000;
• Do not fill up the Application Form such that the Equity Shares applied for exceeds the 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;
• As an ASBA Applicant, do not submit the Application without ensuring that funds equivalent to the
entire Application Amount are available to be blocked in the relevant ASBA Account and as in the case
of Retail Individual Investors using the UPI Mechanism shall ensure that funds equivalent to the entire
application amount are available in the UPI linked bank account where funds for making the bids are
available.
• As an ASBA Applicant, do not instruct your respective banks to release the funds blocked in the ASBA
Account;
• Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Issue;
• Do not submit Applications on plain paper or on incomplete or illegible Application Forms or on
Application Forms in a colour prescribed for another category of Applicant;
• If you are a QIB, do not submit your Application after 3.00 pm on the Issue Closing Date for QIBs;
• If you are a Non-Institutional Applicant or Retail Individual Applicant, do not submit your Application
after 3.00 pm on the Issue Closing Date;
• Do not submit an Application in case you are not eligible to acquire Equity Shares under applicable law
or your relevant constitutional documents or otherwise;

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 • Do not submit an 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
Depositories);
• If you are a QIB or a Non-Institutional Applicant, do not withdraw your Application or lower the size of
your Application (in terms of quantity of the Equity Shares or the Application Amount) at any stage;
• Do not submit more than five (5) ASBA Forms per ASBA Account;
• Do not submit ASBA Forms at a location other than the Specified Locations or to the brokers other than
the Registered Brokers at a location other than the Broker Centres; and
• Do not submit ASBA Forms to a Designated Intermediary at a Collection Centre unless the SCSB where
the ASBA Account is maintained, as specified in the ASBA Form, has named at least one (1) branch in
the relevant Collection Centre, for the Designated Intermediary to deposit ASBA Forms (a list of such
branches is available on the website of SEBI at http://www.sebi.gov.in).The Application Form is liable to
be rejected if the above instructions, as applicable, are not complied with.
• Do not submit a Bid cum Application Form with third party UPI ID or using a third-party bank account
(in case of Bids submitted by Retail Individual Investors using the UPI Mechanism)

The Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

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. 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 04, 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 Centre is available on the websites of Stock Exchange.

Applicant’s Depository Account and Bank Details

Please note that, providing bank account details in the space provided in the Application Form is
mandatory and applications that do not contain such details are liable to be 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 and occupation (hereinafter referred to as ‘Demographic Details’). These Bank
Account 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

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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 (1st 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 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.

After submitting an ASBA Application either in physical or electronic mode, an ASBA 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. More
than one ASBA Applicant may apply for Equity Shares using the same ASBA Account, provided that the
SCSBs will not accept a total of more than five Application Forms with respect to any single ASBA 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 Book Running 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:

a) All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII
subaccounts, Applications bearing the same PAN will be treated as multiple Applications and will be
rejected.
b) 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

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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 IT Act. 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 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) 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. It should be noted that RIIs using third party bank account for the
payment in the public issue using UPI facility or using third party UPI ID linked bank account are liable to be
rejected.

Grounds for Technical Rejections

Applicants are requested to note that Application may be rejected on the following additional technical grounds.

1. Amount paid does not tally with the amount payable for the highest value of Equity Shares applied for;
2. In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no
firm as such shall be entitled to apply;
3. Application by persons not competent to contract under the Indian Contract Act, 1872 including minors,
insane persons;
4. PAN not mentioned in the Application Form;
5. GIR number furnished instead of PAN;
6. Applications for lower number of Equity Shares than specified for that category of investors;
7. Applications at a price other than the Fixed Price of the Issue;
8. Applications for number of Equity Shares which are not in multiples as stated in the chapter titled “Issue
Structure”;
9. Category not ticked;
10. Multiple Applications as defined in the Prospectus;
11. In case of Application under power of attorney or by limited companies, corporate, trust etc., where relevant
documents are not submitted;
12. Applications accompanied by Stock invest/ money order/ postal order/ cash;
13. Signature of sole Applicant is missing;
14. Application Forms are not delivered by the Applicant within the time prescribed as per the Application
Forms, Issue Opening Date advertisement and the Prospectus and as per the instructions in the
Prospectus and the Application Forms;
15. 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;
16. Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;
17. Applications by OCBs;
18. Applications by US persons other than in reliance on Regulations or “qualified institutional buyers” as
defined in Rule 144A under the Securities Act;
19. Applications not duly signed;
20. Applications by any persons outside India if not in compliance with applicable foreign and Indian laws;
21. Applications by any person that do not comply with the securities laws of their respective
jurisdictions are liable to be rejected;
22. Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by
SEBI or any other regulatory authority;
23. 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;
24. 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;

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 25. Applications not containing the details of Bank Account and/or Depositories Account.
26. Applications under the UPI Mechanism submitted by Retail Individual Investors using third party bank
accounts or using a third party linked bank account UPI ID (subject to availability of information regarding
third party account from Sponsor Bank);
27. Application submitted by Retail Individual Investors using the UPI Mechanism through an SCSB and/or
using a Mobile App or UPI handle, not listed on the website of SEBI.

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 November 10, 2022 with CDSL, our Company and Registrar to the Issue;

b. a tripartite agreement dated November 02, 2022 with NSDL, our Company and Registrar to the Issue;

The Company’s shares bear an ISIN No: INE0NPA01011

1. 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.

2. 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.

3. Equity Shares allotted to a successful applicant will be credited in electronic form directly to the
Applicant’s beneficiary account (with the Depository Participant).

4. 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.

5. 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.

6. 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.

7. 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 where our Equity Shares are proposed
to be listed has electronic connectivity with CDSL and NSDL.

8. 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.

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PATRON EXIM PRIVATE LIMITED Bigshare Services Private Limited
Sonia Badrilal Kakani Address: Office No. S6-2, 6th Floor, Pinnacle Business
Company Secretary and Compliance Officer Park, Next to Ahura Center, Mahakali Caves Road,
Address: Tel No: 411, Safal Perlude, B/h Ashwaraj Andheri East, Mumbai-400093
Bunglows,100 FT Road, Prahladnagar, Vejalpur, Tel No: +91 22-62638200
Ahmedabad-380015, Gujarat, India Fax No +91 22-62638299
Website: www.patronexim.com Website: www.bigshareonline.com
Tel No: +91 99799 78393 E-Mail: ipo@bigshareonline.com
E-mail: info@patronexim.com Contact Person: Mr. Aniket Chindarkar
SEBI Reg. No.: INR000001385

Disposal of Applications

With respect to Investors, our Company shall ensure dispatch of Allotment Advice, refund orders (except for
applicants who receive refunds through electronic transfer of funds) and give benefit to the beneficiary account
of Depository Participants of the Applicants and submit the documents pertaining to the Allocation to the Stock
Exchange(s) on the Investor Bidding Date. In case of Applicants who receive refunds through NECS, NEFT,
direct credit or RTGS, the refund instructions will be given to the clearing system within 4 Working Days from
the Bid/Offer Closing Date.

Impersonation

Attention of the Applicant is specifically drawn to the provisions of Sub-section (1) of Section 38 of the
Companies Act, 2013, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447”.

Section 447 of Companies Act, 2013 deals with ‘Fraud’ and prescribed a punishment of “imprisonment for a
term which shall not be less than 6 (six) months but which may extend to 10 (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 3 (three) times the
amount involved in the fraud”.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchange, along with the Lead Manager and the Registrar, shall ensure
that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in
SEBI ICDR Regulations.

AT PAR FACILITY

Letters of Allotment or refund orders or instructions to Self-Certified Syndicate Banks in Application Supported
by Blocked Amount process. The issuer shall ensure that “at par” facility is provided for encashment of refund
orders for applications other than Application Supported by Blocked Amount process.

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

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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 the event that the listing of the Equity Shares does not occur in the manner described in this Prospectus, 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 such money is not repaid within four days after the Issuer becomes liable to repay it, then the Issuer and every
director of the Issuer who is an officer in default may, on and from such expiry of forth days, be liable to repay
the money, with interest at such rate, as prescribed under Section 73 of the Companies Act, and as disclosed in
the Prospectus.

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 money has to be returned within such period of 30 days from the date of the 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
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 four days after the Issuer become liable to pay the amount, the Issuer shall
pay interest prescribed under section 73 of the Companies act, 1956 (or the Company shall follow any other
substitutional or additional provisions as has been or may be notified under the Companies Act, 2013)

Minimum Number of Allottees

The Issuer may ensure that the number of Allottees to whom Equity Shares may be allotted may not be less than
50 failing which the entire application monies may be refunded forthwith.

Mode of Refunds

a) In case of ASBA Bids: Within 6 (six) Working Days of the Bid/Offer Closing Date, the Registrar to the
Offer may give instructions to SCSBs for unblocking the amount in ASBA Account on unsuccessful Bid,
for any excess amount blocked on Application, for any ASBA Bids withdrawn, rejected or unsuccessful or
in the event of withdrawal or failure of the Offer.

b) In the case of Applicant from Eligible NRIs and FPIs, refunds, if any, may generally be payable in Indian
Rupees only and net of bank charges and/ or commission. If so desired, such payments in Indian Rupees
may be converted into U.S. Dollars or any other freely convertible currency as may be permitted by the RBI
at the rate of exchange prevailing at the time of remittance and may be dispatched by registered post. The
Company may not be responsible for loss, if any, incurred by the Bidder on account of conversion of
foreign currency.

c) In case of Investors: Within six Working Days of the Bid/Offer Closing Date, the Registrar to the Offer
may dispatch the refund orders for all amounts payable to unsuccessful Investors. In case of Investors, the
Registrar to the Offer may obtain from the depositories, the Bidders’ bank account details, including the
MICR code, on the basis of the DP ID, Client ID and PAN provided by the Investors in their Investor
Application Forms for refunds. Accordingly, Investors are advised to immediately update their details as
appearing on the records of their depositories. Failure to do so may result in delays in dispatch of refund
orders or refunds through electronic transfer of funds, as applicable, and any such delay may be at the
Investors’ sole risk and neither the Issuer, the Registrar to the Offer, the Escrow Collection Banks, may be
liable to compensate the Investors for any losses caused to them due to any such delay, or liable to pay any
interest for such delay.

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Mode of making refunds for Applicants other than ASBA Applicants

The payment of refund, if any, may be done through various modes as mentioned below:

• NECS - Payment of refund may be done through NECS for Applicants having an account at any of the
centers specified by the RBI. This mode of payment of refunds may be subject to availability of
complete bank account details including the nine-digit MICR code of the Bidder as obtained from the
Depository;

• NEFT - Payment of refund may be undertaken through NEFT wherever the branch of the Applicants’
bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can
be linked to the MICR of that particular branch. The IFSC Code may be obtained from the website of
RBI as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever
the Applicants have registered their nine-digit MICR number and their bank account number while
opening and operating the demat account, the same may be duly mapped with the IFSC Code of that
particular bank branch and the payment of refund may be made to the Applicants through this method.
In the event NEFT is not operationally feasible, the payment of refunds may be made through any one
of the other modes as discussed in this section;

• Direct Credit - Applicants having their bank account with the Refund Banker may be eligible to
receive refunds, if any, through direct credit to such bank account;

• RTGS - Applicants having a bank account at any of the centres notified by SEBI where clearing
houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. The
IFSC code shall be obtained from the demographic details. Investors should note that on the basis of
PAN of the bidder, DP ID and beneficiary account number provided by them in the Bid cum
Application Form, the Registrar to the Offer will obtain from the Depository the demographic details
including address, Applicants account details, IFSC code, MICR code and occupation (hereinafter
referred to as “Demographic Details”). The bank account details for would be used giving refunds.
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 their sole risk and neither the BRLM or the Registrar to the Offer or
the Escrow Collection Banks nor the Company shall have any responsibility and undertake any liability
for the same; and

• Please note that refunds, on account of our Company not receiving the minimum subscription of 90%
of the Offer, shall be credited only to the bank account from which the Applicant Amount was remitted
to the Escrow Bank.

For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing such
cheques, pay orders or demand drafts at other centers etc. Applicants may refer to Prospectus.

INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Issuer shall make the Allotment within the period prescribed by SEBI. The Issuer shall pay interest at the
rate of 15% per annum if Allotment is not made and refund instructions have not been given to the clearing
system in the disclosed manner/instructions for unblocking of funds in the ASBA Account are not dispatched
within such times as maybe specified by SEBI.

Completion of Formalities for listing & Commencement of Trading

The Issuer may ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges are taken within 6 Working Days of the Issue Closing
Date. The Registrar to the Issue may give instruction for credit of Equity Shares to the beneficiary account with
DPs, and dispatch the allotment Advise within 6 Working Days of the Issue Closing Date.

BASIS OF ALLOTMENT

Allotment will be made in consultation with Stock Exchange (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:

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 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 4,000 equity shares the
allotment will be made as follows:

a. Each successful applicant shall be allotted 4,000 equity shares; and

b. The successful applicants out of the total applicants for that category shall be determined by the
draw 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 4,000
equity shares, the applicant would be allotted Shares by rounding off to the lower nearest multiple of
4,000 equity shares subject to a minimum allotment of 4,000 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. If
as a result of the process of rounding off to the lower nearest multiple of 4,000 equity shares, results in
the actual allotment being higher than the shares offered, the final allotment may be higher at the sole
discretion of the Board of Directors, up to 110% of the size of the offer specified under the Capital
Structure mentioned in the Prospectus.

6. Since present issue is a fixed price issue, the allocation in the net offer to the public category in
terms of Regulation 253 of the SEBI (ICDR) Regulations, 2018 shall be made as follows:

(i) A minimum of 50% of the net offer of shares to the Public shall initially be made available for
allotment to retail individual investors as the case may be.

(ii) The balance net offer of shares to the public shall be made available for allotment to a) individual
applicants other than retails individual investors and b) other investors, including Corporate Bodies/
Institutions irrespective of number of shares applied for.

(iii) The unsubscribed portion of the net to any one of the categories specified in (a) or (b) shall/may be made
available for allocation to applicants in the other category, if so required.

If the retail individual investor is entitled to more than fifty percent on 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’ of this Prospectus.

'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 Stock Exchange.

Basis of Allotment in the event of Under subscription

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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 which 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 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.

There is no reservation for Non-Residents, NRIs, FPIs and foreign venture capital funds and all Non-
Residents, NRI, FPI and Foreign Venture Capital Funds applicants will be treated on the same basis with
other categories for the purpose of allocation.

Undertaking by our Company

Our Company undertakes the following:

a) That the complaints received in respect of this Issue shall be attended to by our Company expeditiously
and satisfactorily;
b) 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;
c) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by us;
d) 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
e) that no further issue of Equity Shares shall be made till the Equity Shares offered through the
Prospectus are listed or until the Application monies are refunded on account of non-listing, under
subscription etc.
f) 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.
g) That if our Company does not proceed with the Issue after the Issue Closing Date, the reason thereof
shall be given as a public notice which will be issued by our Company within two (2) days of the Issue
Closing Date. The public notice shall be issued in the same newspapers where the pre-Issue
advertisements were published. Stock Exchange on which the Equity Shares are proposed to be listed
shall also be informed promptly;
h) The Equity Shares proposed to be issued by it in the Issue shall be allotted and credited to the
successful applicants within the specified time in accordance with the instruction of the Registrar to the
Issue;
i) If the Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts
within fifteen (15) days from the Issue Closing Date or such lesser time as specified by SEBI, failing
which interest will be due to be paid to the Applicants at the rate of 15% per annum for the delayed
period
j) That if our Company withdraws the Issue after the Issue Closing Date, our Company shall be required
to file a fresh prospectus with Stock Exchange/ RoC/ SEBI, in the event our Company subsequently
decides to proceed with the Issue;
k) That the Promoters’ contribution in full, if required, shall be brought in advance before the Issue opens
for subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made
on Applicants in accordance with applicable provisions under SEBI ICDR Regulations;
l) That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by our Company;
m) That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount
and to consider them similar to non-ASBA applications while finalizing the basis of Allotment; and
n) That it shall comply with such disclosure and account norms specified by SEBI from time to time

Utilization of Issue Proceeds

Our Board 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

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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 and
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 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.

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 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, 1991 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 are 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 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 the DIPP that were in force. The Government of
India proposes to update the consolidated circular on FDI policy once every year and therefore, FDI Policy 2017
will be valid until the DIPP issues an updated circular.

FDI for items or activities that cannot be brought in under the automatic route may be brought in through the
approval route. Foreign Investment is allowed up to 100% under automatic route in our Company subject to
certain conditions. For further details, please see the chapter titled “Key Industry Regulations and Policies”
beginning on page 75 of this Prospectus.

RBI also issues Master Directions - Foreign Investment in India and updates at the same from time to time.
Presently, FDI in India is being governed by Master Directions on Foreign Investment No. RBI/FED/2017-
18/60 FED Master Direction No. 11/2017-18 dated January 4, 2018, as updated from time to time by the RBI. In
terms of the Master Directions, 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 applicable pricing guidelines prescribed under the Master Directions.
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 the 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 2017 has to be obtained by the company.

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. Such conditions
include:

(i) where the transfer of shares requires the prior approval of the Government as per the extant FDI policy
provided that: a) the requisite approval of the Government has been obtained, and b) the transfer of shares
adheres with the pricing guidelines and documentation requirements as specified by the Reserve Bank of India
from time to time.;

(ii) where the transfer of shares attracts SEBI (SAST) Regulations subject to the adherence to the pricing
guidelines and documentation requirements as specified by Reserve Bank of India from time to time;

(iii) where the transfer of shares does not meet the pricing guidelines under the FEMA, 1999 provided that: a)
The resultant FDI is in compliance with the extant FDI policy and FEMA regulations in terms of sectoral caps,
conditionality’s (such as minimum capitalization, etc.), reporting requirements, documentation etc.; b) The
pricing for the transaction is compliant with the specific/explicit, extant and relevant SEBI
regulations/guidelines (such as IPO, Book building, block deals, delisting, exit, open offer/substantial
acquisition/SEBI SAST); and Chartered Accountants Certificate to the effect that compliance with the relevant
SEBI regulations/guidelines as indicated above is attached to the form FC-TRS to be filed with the AD bank;
and iv) where the investee company is in the financial sector provided that: a) Any ‘fit and proper/due diligence’
requirements as regards the non-resident investor as stipulated by the respective financial sector regulator, from
time to time, have been complied with; and b) The FDI policy and FEMA regulations in terms of sectoral caps,
conditionality’s (such as minimum capitalization, pricing, etc.), reporting requirements, documentation etc., are

184
complied with. 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 2017, 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, and 11 of FEMA (Transfer or Issue of Security by Persons
Resident outside India) Regulations, 2017. Any equity holding by a person resident outside India resulting from
the conversion of any debt instrument under any arrangement shall be reckoned as a foreign investment under
the composite cap.

Portfolio Investment to 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 the 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 with sectoral conditions as per FDI Policy. The total foreign investment, direct and indirect, in the
issuing entity, will not exceed the sectoral/statutory cap.

Subject to the provisions of the FDI policy, foreign investment in ‘manufacturing’ sector is under the automatic
route. Further, a manufacturer is permitted to sell its products manufactured in India through wholesale and/or
retail, including through e-commerce, without Government approval.

a) 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 percent and 24 percent
will be 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.

b) 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 recognised 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 that is:

The total holding by any individual NRI or OCI shall not exceed 5 percent of the total paid-up equity capital
on a fully diluted basis or should not exceed 5 percent 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 percent of the total paid-up equity capital on a fully diluted basis or shall not
exceed 10 percent of the paid-up value of each series of debentures or preference shares or share warrants;
provided that the aggregate ceiling of 10 percent may be raised to 24 percent if a special resolution to that
effect is passed by the general body of the Indian company.

c) Investment by NRI or OCI on non-repatriation basis

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 As per current FDI Policy 2017, 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.

Further, no offer to the public (as defined under Directive 20003/71/EC, together with any amendments)
and implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of
the Issue in any member State of the European Economic Area which has implemented the Prospectus
Directive except for any such offer made under exemptions available under the Prospectus Directive,
provided that no such offer shall result in a requirement to publish or supplement a prospectus pursuant
to the Prospectus Directive, in respect of the Issue.

Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorised.
Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws
of other jurisdictions. Any investment decision should be made on the basis of the final terms and
conditions and the information contained in this Prospectus.

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 Application may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and 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.

186
 SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES
OFASSOCIATION

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

OF
PATRON EXIM LIMITED

Title of Article Article Content

Number
PRELIMINARY The Regulations contained in Table ‘F’ in the First Schedule to (The Companies Act,
2013) shall apply to the Company except in so far as otherwise expressly
incorporated hereinafter.
INTERPRETATION 1. 1 In these regulations —

(a) “Act” means the Companies Act, 2013 or any statutory modification or
re‐enactment thereof for the time being in force and any previous Company
Law, so far as may be applicable.

(b) “Articles” means these Articles of Association of the Company or as

altered from time to time.

(c) "Associate Company", in relation to another company, means a company in

which that other company has a significant influence, but which is not a
subsidiary company of the company having such influence and includes a joint
venture company.

Explanation. —For the purposes of this clause, "significant influence" means

control of at least twenty per cent of total share capital, or of business
decisions under an agreement;

(d) “Board of Directors” or “Board”, means the collective body of the directors
of the Company and shall include a Committee thereof.

(e) “Company” means PATRON EXIM LIMITED.

(f) “Control” shall include the right to appoint majority of the directors or to
control the management or policy decisions exercisable by a person or persons
acting individually or in concert, directly or indirectly, including by virtue of
their shareholding or management rights or shareholders agreements or voting
agreements or in any other manner.

(g) “Depositories Act” means the Depositories Act, 1996, or any statutory
modification or re‐enactment thereof, for the time being in force.

(h) “Depository” means a depository as defined under Section 2(1)(e) of the

Depositories Act.

(i) “Director” means a member of the Board appointed in accordance with these
Articles, including any additional and/or alternate director.

(j) “Debenture” includes Debenture stock, bonds or any other instrument of a

Company evidencing a debt, whether constituting a charge on the assets of the
Company or not.

(k) “Document” includes summons, notice, requisition, order, declaration, form and
register, whether issued, sent or kept in pursuance of this Act or under any other law
for the time being in force or otherwise, maintained on paper or in electronic form.

(l) “General Meeting” means a general meeting of the Shareholders of the Company,
whether an annual general meeting or an extraordinary general meeting.

187
 (m) “Independent Director” shall have the meaning ascribed to it in the Act.

(n) “Key Managerial Personnel” means the Chief Executive officer or the managing
director or the manager; the company secretary; whole‐time director; Chief Financial
Officer; and such other officer as may be notified from time to time in the Rules.

(o) “Ordinary & Special Resolution” shall have the meanings assigned to these terms
by Section 114 of the Act.

(p) “Promoter” means a person—

(a) who has been named as such in a prospectus or is identified by the company in
the annual return referred to in Section 92; or
(b) who has control over the affairs of the Company, directly or indirectly whether as
a shareholder, director or otherwise; or
(c) in accordance with whose advice, directions or instructions the Board of Directors
of the Company is accustomed to act:
Provided that nothing in sub‐clause (c) shall apply to a person who is acting merely
in a professional capacity;

(q) “Rules” means the applicable rules for the time being in force as prescribed under
relevant Sections of the Act.

(r) “Seal” means the Common Seal of the Company.

(s) “Secretary” is a Key Managerial Person appointed by the Directors to perform

any of the duties of a Company Secretary.

(t) “The office” means the Registered Office for the time being of the Company.

Words importing the singular number shall include the plural number and words
importing the masculine gender shall, where the context admits, include the feminine
and neuter gender.

Reference in these articles to any provision of the Act shall, where the context so
admits, be construed as a reference by any statute for the time being in force.

Unless the context otherwise requires words or expressions contained in these

Articles shall bear the same meaning as in the Act or Rules, or any statutory
modification thereof in force at the date at which these Articles become binding on
the Company.
SHARE CAPITAL 2. The Authorized Share Capital of the Company shall be such amount and be divided
AND VARIATION into such shares as may from time to time, be provided in clause V of Memorandum
OF RIGHTS of Association with power to Board of Directors to reclassify, subdivide, consolidate
and increase and with power from time to time, to issue any shares of the original
capital or any new capital with and subject to any preferential, qualified or special
rights, privileges, or conditions may be, thought fit and upon the sub‐division of
shares to apportion the right to participate in profits, in any manner as between the
shares resulting from sub‐division.
3. The Board may issue and allot shares in the Capital of the Company for consideration
other than cash.
Kinds of Share 4. The Company may issue the following kinds of shares in accordance with these
Capital Articles, the Act, the Rules and other applicable laws:

(a) Equity share capital:

(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in accordance
with the Rules; and
(b) Preference share capital

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Certificate of Shares 5. (1) Every person whose name is entered as a member in the register of members shall
be entitled to receive within two months after allotment or within one month from the
date of receipt by the Company of the application for the registration of transfer or
transmission or within such other period as the conditions of issue shall provide:

(a) one certificate for all his shares without payment of any charges; or

(b) several certificates, each for one or more of his shares, upon payment of such
charges as may be fixed by the Board for each certificate after the first.

(2) In respect of any share or shares held jointly by several persons, the Company
shall not be bound to issue more than one certificate, and delivery of a certificate for
a share to one of several joint holders shall be sufficient delivery to all such holders.
6. A person opts to hold any shares with the depository, the Company shall
intimate such depository the details of allotment of the shares to enable the
depository to enter in its records the name of such person as the beneficial
owner of that shares.
7. If any share certificate be worn out, defaced, mutilated or torn or if there be no
further space on the back for endorsement of transfer, then upon production and
surrender thereof to the Company, a new certificate may be issued in lieu thereof, and
if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the
Company and on execution of such indemnity as the Board deems adequate, a new
certificate in lieu thereof shall be given. Every certificate under this Article shall be
issued on payment of fees for each certificate as may be fixed by the Board.

The provisions of the foregoing Articles relating to issue of certificates shall mutatis
mutandis apply to issue of certificates for any other securities including debentures
(except where the Act otherwise requires) of the Company.
Commission for 8. (1) Subject to the provisions of the Act, the Company may at any time pay a
placing of Shares commission to any person for subscribing or agreeing to subscribe (whether
absolutely or conditionally) for any shares, debentures or debenture‐stock or other
securities of the Company or procuring or agreeing to procure subscriptions (whether
absolute or conditional) for shares, debentures or debenture‐stock or other securities
of the Company but so that the statutory conditions and requirements shall be
observed and complied with. The amount of rate of commission shall not exceed the
rate as may be fixed under the Companies Act, 2013, the Rules and SEBI guidelines
wherever applicable.

(2) The commission may be paid or satisfied (subject to the provisions of the Act and
these Articles) in cash or in share, debentures or debenture stock of the Company,
(whether fully paid or otherwise) or in any combination thereof.
Variation of 9. (1) If at any time the share capital is divided into different classes of shares, the
members’ rights rights attached to any class (unless otherwise provided by the terms or issue of the
shares of that class) may, subject to the provisions of the Act, and whether or not the
Company is being wound up, be varied with the consent in writing of the holders of
three‐fourths of the issued shares of that class, or with the sanction of a special
resolution passed at a separate general meeting of the holders of the shares of that
class and all the provisions of these Articles relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be two persons at least
holding or representing by proxy one‐third of the issued shares of the class in
question.

(2) The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not, unless otherwise expressly provided by the terms
of issue of the shares of that class, be deemed to be varied by the creation or issue of
further shares ranking pari passu therewith.
Issue and redemption 10. Subject to the provisions of the Act and Rules made in this behalf, the Board shall
of preference shares have the power to issue or re‐issue preference shares of one or more classes which
are liable to be redeemed, or converted to equity shares, on such terms and conditions

189
 and in such manner as determined by the Board in accordance with the Act.
Further issue of 11. (1) The Board or the Company, as the case may be, may, in accordance with the Act
capital and the Rules, issue further shares to –

(a) persons who, at the date of offer, are holders of equity shares of the
Company; such offer shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favour of any other
person; or
(b) employees under any scheme of employees’ stock option; or

(c) any persons, whether or not those persons include the persons referred to in
clause (a) or clause (b) above.

(2) A further issue of shares may be made in any manner whatsoever as the Board
may determine including by way of preferential offer or private placement, subject to
and in accordance with the Act and the Rules and SEBI guidelines.
Issue of Securities at 12. The Company shall have power to issue Securities at a premium and shall duly
a Premium comply with the provision of Sections 52 of the said Act.
LIEN 13. (1) The Company shall have a first and paramount lien ‐

(a) on every share (not being a fully paid share), for all monies (whether presently
payable or not) called, or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a
member, for all monies presently payable by him or his estate to the Company:
Provided that the Board may at any time declare any share to be wholly or in part
exempt from the provisions of this clause.

(2) The Company’s lien, if any, on a share shall extend to all dividends payable and
bonuses declared from time to time in respect of such shares.
14. The Company may sell, in such manner as the Board thinks fit, any shares on which
the Company has a lien:

Provided that no sale shall be made—

unless a sum in respect of which the lien exists is presently payable; or
• until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien exists
as is presently payable, has been given to the registered holder for the time being
of the share or to the person entitled thereto by reason of his death or insolvency.
15. To give effect to such sale, the Board of Directors may authorise some person to
transfer the shares sold to the purchaser thereof and the purchaser shall be registered
as the holder of the shares comprised in any such transfer. The purchaser shall not be
bound to see to the application of the purchase money, nor shall his title to the shares
be affected by any irregularity or invalidity in the proceedings in reference to the
sale.
16. The net proceeds of the sale after payment of the costs of the sale shall be received
by the Company and applied or towards payment or such part of the amount in
respect of which the lien exists as is presently payable and the residue, if any, shall
(subject to a like lien for debts or liabilities 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.
17. In exercising its lien, the Company shall be entitled to treat the registered holder of
any share as the absolute owner thereof and accordingly shall not (except as ordered
by a court of competent jurisdiction or unless required by any statute) be bound to
recognise any equitable or other claim to, or interest in, such share on the part of any
other person, whether a creditor of the registered holder or otherwise. The
Company’s lien shall prevail notwithstanding that it has received notice of any such
claim.
18. The provisions of these Articles relating to lien shall mutatis mutandis apply to any
other securities including debentures of the Company.

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SHARE 19. The Company may issue Share warrants subject to, and in accordance with, the
WARRANTS provisions of the Act and the applicable rules/ regulations/ guidelines. The Board
may in its discretion, with respect to any Share which is fully paid‐up, on application
in writing signed by the person registered as holder of the Share, and authenticated
by such evidence (if any) as the Board may from time to time, require as to the
identity of the person signing the application, and on receiving the certificate (if any)
with respect to 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.
20. (1) The bearer of a Share warrant may at any time deposit the warrant at the office
of the Company, and so long as the warrant remains so deposited, the depositor shall
have the same right of signing a requisition for calling a meeting of the Company,
and of attending, and voting and exercising the other privileges of a Shareholder at
any meeting held after the expiry of two (2) clear days from the time of deposit, as if
the depositor’s name were inserted in the Register of Members as the holder of the
Shares included in the deposited warrant.

(2) Not more than one person shall be recognised as the depositor of the Share
warrant.

(3) The Company shall, on two (2) days’ written notice, return the deposited
Share warrant to the depositor.
21. (1) Except as herein otherwise expressly provided, no person shall, as bearer of a
Share warrant, sign a requisition for calling a meeting of the Shareholders of the
Company, or attend, or vote or exercise any other privilege of a Shareholder at a
meeting of the Shareholders, or be entitled to receive any notices from the Company.

(2) The bearer of a Share warrant shall be entitled in all other respects to the same
privileges and advantages as if such person were named in the Register of Members
as the holder of the Shares included in the warrant, and such person shall be a
Shareholder.
22. The Board may, from time to time, make rules as to the terms on which (if it deems
fit) a new Share warrant or coupon may be issued by way of renewal in case of
defacement, loss or destruction.
POWER TO 23. The Board may, from time to time, and at its discretion, subject to the provisions of
BORROW the Act and these Articles, accept deposits from Shareholders either in advance of
calls or otherwise and generally raise or borrow moneys, either from the Directors,
their friends and relatives or from others for the purposes of the Company and/or
secure the payment of any such sum or sums of money, provided however, where the
moneys to be borrowed together with the moneys already borrowed by the Company
(apart from the temporary loans obtained from the Company's bankers in ordinary
course of business) and remaining outstanding and undischarged at that time exceed
the aggregate of the paid‐up capital of the Company and its free reserves (not being
reserves set apart for any specific purpose), the Board shall not borrow such money
without the consent of the Company in a General Meeting by an ordinary resolution.
The Board may raise and secure the payment of such sum or sums in such manner
and upon such terms and conditions as it thinks fit, and in particular by receiving
deposits, issue of bonds, debentures perpetual, redeemable, debenture stock, or any
security of the Company or by mortgage or charge or other security upon all or any
part of the property or undertaking of the Company (both present and future),
including its uncalled capital for the time being; provided that the Board shall not
give any option or right to any person for making calls on the Shareholders in respect
of the amount unpaid for the time being on the Shares held by them, without the
previous sanction of the Company in a General Meeting.
CALLS ON SHARES 24. (1) The Board may, from time to time, make calls upon the members in respect of
any monies unpaid on their shares (whether on account of the nominal value of the
shares or by way of premium) and not by the conditions of allotment thereof made
payable at fixed times.
(2) Each member shall, subject to receiving at least fourteen days’ notice specifying
the time or times and place of payment, pay to the Company, at the time or times and

191
 place so specified, the amount called on his shares.

(3) A call may be revoked or postponed at the discretion of the Board.

25. (1) A call shall be deemed to have been made at the time when the resolution of the
Board authorising the call was passed and may be required to be paid by instalments.

(2) The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
26. If a sum called in respect of the shares is not paid before or on the day appointed for
payment thereof the person from whom the sum is due shall pay interest upon the
sum at such rate not exceeding 10% per annum or at such lower rate, if any, as the
Board may determine, but the Board of Directors shall be at liberty to waive
payment of that interest wholly or in part.
27. (1) Any sum which by the terms of issue of a share becomes payable on allotment or
at any fixed date, whether on account of the nominal value of the share or by way of
premium, shall, for the purposes of these Articles, be deemed to be a call duly made
and payable on the date on which by the terms of issue such sum becomes payable.

(2) In case of non‐payment of such sum, all the relevant provisions of these Articles
as to payment of interest and expenses, forfeiture or otherwise shall apply as if such
sum had become payable by virtue of a call duly made and notified.
28. The Board –

(a) may, if it thinks fit, receive from any member willing to advance the same, all or
any part of the monies uncalled and unpaid upon any shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for
such advance, become presently payable) pay interest at such rate as may be fixed by
the Board. Nothing contained in this clause shall confer on the member (a) any right
to participate in profits or dividends or (b) any voting rights in respect of the moneys
so paid by him until the same would, but for such payment, become presently
payable by him.
29. Neither a judgement nor a decree in favour of Company for calls or other moneys
due in respect of any share, nor any part payment or satisfaction there under, nor the
receipt by the Company of a portion of any money which shall, from time to time, be
due from any member in respect of any share, either by way of principal or interest,
nor any indulgence granted by the Company in respect of the payment of any such
money, shall preclude the Company from thereafter proceeding to enforce a
forfeiture of such shares as hereinafter provided.
30. The provisions of these Articles relating to calls shall mutatis mutandis apply to any
other securities including debentures of the Company.
TRANSFER OF 31. (1) The instrument of transfer shall be in writing and all provisions of the Companies
SHARES Act, 2013 and of any statutory modification thereof for the time being shall be duly
complied within respect of all transfer of shares and the registration thereof.

(2) The instrument of transfer of any share shall be signed by or on behalf of both the
transferor and the transferee and the transferor shall be deemed to remain the holder
of such share until the name of the transferee is entered in the Register in respect
thereof.
32. The Board may, subject to the right of appeal conferred by Section 58 of the Act,
decline to register any transfer of shares (not being fully paid shares) to a person of
whom they shall not approve and they may also decline to register any transfer of
shares on which the Company has a lien.
33. The Board of Directors may also decline to recognise any instrument of transfer
unless:

a. the instrument of transfer is duly executed and is in the form as prescribed in the
Rules made under the Act;
b. the instrument of transfer is accompanied by the certificate of shares to which

192
 it relates and such other evidence as the Board of Directors may reasonably
require to show the right of transferor to make the transfer; and
c. the instrument of transfer is in respect of only one class of shares.
34. On giving not less than seven days’ previous notice or such lesser period in
accordance with the Act and Rules made thereunder, the registration of transfers may
be suspended at such times and for such periods as the Board may from time to time
determine. Provided that such registration shall not be suspended for more than thirty
days at any one time or for more than forty five days in the aggregate in any year.
The provisions of these Articles relating to transfer of shares shall mutatis mutandis
apply to any other securities including debentures of the Company.
TRANSMISSION 35. (1) On the death of a member, the survivor or survivors where the member was a
OF SHARES joint holder, and his nominee or nominees or legal representatives where he was a
sole holder, shall be the only persons recognised by the Company as having any title
to his interest in the shares but nothing in this Article shall release the estate of a
deceased joint holder from any liability in respect of any share which had been
jointly held by him with other persons.
36. (1) Any person becoming entitled to a share in consequence of the death or
insolvency of member may, upon such evidence being produced as may from time to
time, be required by the Board and subject as hereinafter provided, elect either:

a.to be registered himself as holder of the shares; or

b.to make such transfer of the shares as the deceased or insolvent member could
have made.

(2) The Board shall, in either case, have the same right to decline or suspend
registration as they would have had, if the deceased or insolvent member had
transferred the shares before his death or insolvency.
37. (1) If the person so becoming entitled shall elect to be registered as holder of the
shares himself, he shall deliver or send to the Company a notice in writing by him
stating that he so elects.

(2) If the person aforesaid shall elect to transfer the share, he shall testify his election
by executing a transfer of the share.

(3) All the limitations, restrictions and provisions or these regulations to the rights to
transfer and the registration of transfer of shares shall be applicable to any such
notice or transfer as aforesaid as if the death or insolvency of the member had not
occurred and the notice of transfer were a transfer signed by that member.

(4)A person becoming entitled to a share by reason of the death or insolvency of the
holder shall be entitled to the same dividends and other advantages to which he
would be entitled if he were the registered holder of the share except that he shall not
before being registered as a member in respect of the share be entitled in respect of it
to exercise any right conferred by membership in relation to meetings of the
Company.

Provided that the Board may, at any time, give notice requiring any such person to
elect either to be registered himself or transfer the share and if the notice is not
complied with within ninety days, the Board may thereafter withhold payment of all
dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
38. The provisions of these Articles relating to transmission by operation of law shall
mutatis mutandis apply to any other securities including debentures of the Company.
FORFEITURE OF 39. If a member fails to pay any call or installment of a call, on the day appointed for
SHARES payment thereof, the Board may at any time thereafter, during such time as the call
or installment remains unpaid, serve a notice on him requiring to pay such call or
installment together with interest which may have accrued.
40. The notice shall name a further day (not earlier than the expiry of fourteen days from

193
 the date of service thereof) on or before which and the place where the payment
required by the notice is to be made, and shall state that in the event of non‐ payment
on or before the day and at the place appointed the shares in respect of which the call
was made shall be liable to be forfeited.
41. If the requirements of any such notice as aforesaid are not complied with, any share
in respect of which the notice has been given may at any time thereafter before the
payment required by the notice has been made, be forfeited by a Resolution of the
Board of Directors to that effect.
42. Neither the receipt by the Company for a portion of any money which may from
time to time be due from any member in respect of his shares, nor any indulgence
that may be granted by the Company in respect of payment of any such money, shall
preclude the Company from thereafter proceeding to enforce a forfeiture in respect
of such shares as herein provided. Such forfeiture shall include all dividends
declared or any other moneys payable in respect of the forfeited shares and not
actually paid before the forfeiture.
43. When any share shall have been so forfeited, notice of the forfeiture shall be given to
the defaulting member and an entry of the forfeiture with the date thereof, shall
forthwith be made in the register of members but no forfeiture shall be invalidated
by any omission or neglect or any failure to give such notice or make such entry as
aforesaid.
44. The forfeiture of a share shall involve extinction at the time of forfeiture, of all
interest in and all claims and demands against the Company, in respect of the share
and all other rights incidental to the share.
45. A forfeited share shall become the property of the Company and may be sold,
re‐allotted or otherwise disposed of, either to the person who was before forfeiture
the holder thereof or entitled thereof or entitled thereto, or to any other person, upon
such terms and in such manner as the Board thinks fit, and at any time before a sale,
re‐allotment or disposition the forfeiture may be cancelled on such terms as it thinks
fit.
46. A member whose shares have been forfeited shall cease to be a Member in respect of
the forfeited shares, but shall not withstanding the forfeiture remain liable to pay to
the Company all moneys which at the date of forfeiture were presently payable by
him to the Company in respect of the shares, with interest thereon at such rate as the
Board may determine.
47. A duly verified declaration in writing that the declarant is a Director, the Manager or
the Secretary of the Company, and that a share has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share.
48. Upon any sale after forfeiture or for enforcing a lien in exercise of the powers
hereinabove given, the Board may, if necessary, appoint some person to execute
an instrument for transfer of the shares sold and cause the purchaser’s name to be
entered in the Register of Members in respect of the shares sold and after his name
has been entered in the Register of Members in respect of such shares the validity of
the sale shall not be impeached by any person.
49. Upon any sale, re‐allotment or other disposal under the provisions of the preceding
Articles, the certificate(s), if any, originally issued in respect of the relative shares
shall (unless the same shall on demand by the Company has been previously
surrendered to it by the defaulting member) stand cancelled and become null and
void and be of no effect, and the Board shall be entitled to issue a duplicate
certificate(s) in respect of the said shares to the person(s) entitled thereto.
50. The Board may, subject to the provisions of the Act, accept a surrender of any share
from or by any member desirous of surrendering them on such terms as they think
fit.
51. The provisions of these Articles as to forfeiture shall apply in the case of
non‐payment of any sum which by the terms of issue of a share, becomes payable at
a fixed time whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and notified.
52. The provisions of these Articles relating to forfeiture of shares shall mutatis

194
 mutandis apply to any other securities including debentures of the Company.
ALTERATION OF 53. Subject to the provisions of the Act, the Company may –
CAPITAL
(a) increase the share capital by such sum, to be divided into shares of such amount
as it thinks expedient;

(b) consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares; Provided that any consolidation and division which results in
changes in the voting percentage of members shall require applicable approvals
under the Act;

(c) convert all or any of its fully paid‐up shares into stock, and reconvert that stock
into fully paid‐up shares of any denomination;

(d) sub‐divide its existing shares or any of them into shares of smaller amount than is
fixed by the memorandum;

(e) cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.
54. Where any shares have been converted into stock:

a. the holders of such stock may transfer the same, or any part thereof, in the same
manner and subject to the same regulations as and subject to which the shares from
which the stock arose might previously to conversion have been transferred or as
near thereto as circumstances admit, but the Board may from time to time, if it thinks
fit, fix the minimum amount of stock transferable, with power nevertheless at its
discretion to waive the observance of such rules in any particular case, provided that
such minimum shall not exceed the nominal amount of the shares from which the
stock arose.

b. the holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regards dividends, voting at meetings of
the Company, and other matters, as if they held the shares from which the stock
arose; but no such privilege or advantage (except participation in the dividends and
profits of the Company and in the assets on winding up) shall be conferred by an
amount of stock which would not, if existing in shares, have conferred that privilege
or advantage.

c. such of these Articles of the Company as are applicable to paid‐up shares shall
apply to stock and the words “share” and “shareholder”/“member” shall include
“stock” and “stock‐ holder” respectively.
55. The Company may, by resolution as prescribed by the Act, reduce in any manner
and in accordance with the provisions of the Act and the Rules, —
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.
JOINT HOLDERS 56. Where two or more persons are registered as joint holders of any share, they shall be
deemed to hold the same as joint tenants with benefit of survivorship, subject to the
following provisions:

a. The person whose name stands first on the register in respect of such shares shall
alone be entitled to delivery of certificate thereof.

b. Any one of such persons may give effectual receipts for any dividend, bonus or
return of capital payable in respect of such share and such joint holders shall be
severally, as well as jointly liable for payment of all installments and calls due in
respect of such share/shares.

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 c. Any one of two or more joint‐holders may vote at any meeting either personally or
by attorney or by proxy in respect of such shares as if he were solely entitled thereto
and if more than one of such joint holders be present at any meeting personally or by
proxy or by attorney then that one of such persons so present whose name stands
first or higher (as the case may be) on the register in respect of such shares shall
alone be entitled to vote in respect thereof. Several executors or administrators, of a
deceased member in whose names any share stands shall be for the purpose of this
Article be deemed joint holders thereof;

d. On death of any one or more of such joint holders, the survivors shall be the only
persons, recognised by the Company as having any title to or interest in such share,
but the Directors may require such evidence of death as they may deem fit, and
nothing herein contained shall be taken to release the estate of a deceased joint
holder from any liability on shares held by him jointly with any other person.

e. The provisions of these Articles relating to joint holders of shares shall mutatis
mutandis apply to any other securities including debentures of the Company
registered in joint names.
CAPITALISATION 57. (1) The Company in General Meeting may, upon the recommendation of the Board,
OF PROFITS resolve:

a. that it is desirable to capitalise any part of the amount for the time being standing
to the credit of the Company’s reserve accounts or to the credit of the Profit & Loss
Account or otherwise available for distribution; and

b. that such sum is accordingly set free for distribution in the manner specified in
clause (2) amongst the members who would have entitled thereto if distributed by
way of dividend and in the same proportion.

(2) The sum 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 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 a capital redemption reserve account or

any other permissible reserve account may, for the purposes of this Article, be
applied in paying up of unissued shares to be issued to members of the Company as
fully paid bonus shares;

(4) The Board shall give effect to the resolution passed by the Company in
pursuance of this Article.
58. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall:

a. make all appropriations and applications of the undivided profits resolved to be

capitalised thereby and all allotments and issues of fully paid shares, if any, and

b. generally do all acts and things required to give affect thereto.

(2) The Board shall have full power:

a. to make such provisions, by the issue of fractional certificates or by payment in
cash or otherwise as it thinks fit, for the case of shares or other securities becoming
distributable in fractions; and

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 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 or other securities to which they may
be entitled upon such capitalisation, or (as the case may require) for the payment by
the Company on their behalf, by the application thereto of their respective
proportions of profits resolved to be capitalised, of the amount or any part of the
amounts remaining unpaid on their existing shares.

(3) Any agreement made under such authority shall be effective and binding on such
members.
BUY-BACK OF 59. Notwithstanding anything contained in these Articles but subject to all applicable
SHARES provisions of the Act or any other law for the time being in force, the Company may
purchase its own shares or other specified securities.
GENERAL 60. All general meetings other than annual general meeting shall be called extraordinary
MEETINGS general meeting.
61. The Board may, whenever it thinks fit, call an extraordinary general meeting. A
General Meeting of the Company may be called by giving at least clear twenty one
day’s notice in writing or through electronic mode but a General Meeting may be
called after giving shorter notice if consent is given in writing or by electronic mode
by not less than ninety five percent of the members entitled to vote at such meeting.
The accidental omission to give notice to or the non‐receipt of notice by, any
member or other person to whom it should be given shall not invalidate the
proceedings at the meeting.
PROCEEDINGS AT 62. (1) No business shall be transacted at any general meeting unless a quorum of
GENERAL members is present at the time when the meeting proceeds to business.
MEETINGS
(2) No business shall be discussed or transacted at any general meeting except
election of Chairperson whilst the Chair is vacant.

(3) The quorum for a general meeting shall be as provided in the Act.
63. The Chairperson of the Company shall preside as Chairperson at every general
meeting of the Company.
64. If there is no such Chairperson, or if he is not present within fifteen minutes after the
time appointed for holding the meeting, or is unwilling to act as chairperson of the
meeting, the directors present shall elect one of their members to be Chairperson of
the meeting.
65. If at any meeting no director is willing to act as Chairperson or if no director is
present within fifteen minutes after the time appointed for holding the meeting, the
members present shall choose one of their members to be Chairperson of the
meeting.
66. On any business at any general meeting, in case of an equality of votes, whether on a
show of hands or electronically or on a poll, the Chairperson shall have a second or
casting vote.
67. (1) The Company shall cause minutes of the proceedings of every general meeting of
any class of members or creditors and every resolution passed by postal ballot to be
prepared and signed in such manner as may be prescribed by the Rules and kept by
making within thirty days of the conclusion of every such meeting concerned or
passing of resolution by postal ballot entries thereof in books kept for that purpose
with their pages consecutively numbered.

(2) The Chairman shall exercise an absolute discretion in the matters as are or could
reasonably be regarded as defamatory of any person, irrelevant or immaterial to the
proceedings or detrimental to the interests of the Company.
The minutes of the meeting kept in accordance with the provisions of the Act shall
be evidence of the proceedings recorded therein.
ADJOURNMENT 68. The Chairman of the meeting may suo moto or with the consent of any meeting at
OF MEETING which a quorum is present (and shall if so directed by the meeting) adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at the

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 meeting from which the adjournment took place. 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. Save as aforesaid, it shall not be necessary to give any notice on
an adjournment or of the business to be transacted at an adjourned meeting.
VOTING RIGHTS 69. Subject to any rights or restrictions for the time being attached to any class or classes
of shares –

(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the
paid‐up equity share capital of the company.
70. A member may exercise his vote at a meeting by electronic means in accordance
with the Act and shall vote only once.
71. In case of joint holders, the vote of the senior who tenders a vote whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders
and for this purpose, seniority shall be determined by the order in which the names
stand in the Register of Members.
72. A member of unsound mind, or in respect of whom an order has been made by any
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a
poll, by his committee or other legal guardian, and any such committee or guardian
may, on a poll, vote by proxy, provided that such evidence as the Board may require
of the authority of the person claiming to vote shall have been deposited at the office
or such other office of the Company as may from time to time be designated by the
Board, not less than forty eight hours before the time for holding the meeting or
adjourned meeting at which such person claims to vote. If any member be a minor,
the vote in respect of his share or shares shall be by his guardian or any one of his
guardians.
73. Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll.
74. 7No member shall, unless the Board otherwise determines, be entitled to vote at any
General Meeting, either personally or by proxy, or to exercise any privilege as a
Member unless all calls or other sums presently payable by him in respect of shares
in the Company have been paid or in regard to which the Company has exercised
any right of lien.
75. No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to his given or tendered, and every
vote not disallowed at such meeting shall be valid for all purposes. Any such
objection made in due time shall be referred to the Chairman of the meeting, whose
decision shall be final and conclusive.
PROXY 76. (1) Any member entitled to attend and vote at a general meeting of the Company
shall be entitled to appoint any person or attorney whether a member or not as his
proxy to attend and vote instead of himself, but the proxy so appointed shall not,
unless be a member, have any right to speak at the meeting and shall not be entitled
to vote except on a poll.

(2) The instrument appointing a proxy and the power‐of‐attorney or other authority,
if any, under which it is signed or a notarised copy of that power or authority, shall
be deposited at the registered office of the Company not less than 48 hours before
the time for holding the meeting or adjourned meeting at which the person named in
the instrument proposes to vote, and in default the instrument of proxy shall not be
treated as valid.
77. An instrument appointing a proxy shall be in the form as prescribed in the Rules.
78. A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of
the proxy or of the authority under which the proxy was executed, or the transfer of
the shares in respect of which the proxy is given:

Provided that no intimation in writing of such death, insanity, revocation or transfer

shall have been received by the Company at its office before the commencement of
the meeting or adjourned meeting at which the proxy is used.

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BOARD OF 79. a. Unless otherwise determined by the Company in general meeting, the number of
DIRECTORS directors shall not be less than 3 (three) and shall not be more than 15 (Fifteen).

b. Subject to the provisions of Section 149 of the Act, the Company may from time
to time by Special Resolution increase or reduce the number of Directors within the
limits fixed by these Articles, and may also determine in what rotation the increased
or reduced number is to vacate the office. A person appointed as a Director shall not
act as a Director unless he gives his consent to hold the office as director and such
consent has been filed with the Registrar within thirty days of his appointment in
such manner as prescribed in the relevant Rules. The Directors shall appoint one
women director as per the requirements of section 149 of the Act.
80. (i) The Company shall appoint such number of Independent Directors as it may
deem fit, for a term specified in the resolution appointing him. An Independent
Director may be appointed to hold office for a term of up to five consecutive years
on the Board of the Company and shall be eligible for re‐appointment on passing of
Special Resolution and such other compliances as may be required in this regard. No
Independent Director shall hold office for more than two consecutive terms. The
provisions relating to retirement of directors by rotation shall not be applicable to
appointment of Independent Directors.

(ii) Not less than two‐thirds of the total number of Directors of the Company shall:

(a) be persons whose period of office is liable to determination by retirement of

Directors by rotation; and
(b) save as otherwise expressly provided in the said Act; be appointed by the
Company in General Meeting.

Explanation:‐ for the purposes of this Article “total number of Directors” shall not
include Independent Directors appointed on the Board of the Company. The
remaining Directors of the Company shall also be appointed by the Company in
General Meeting except to the extent that the Articles otherwise provide or permit.

(iii) The remaining Directors of the Company shall also be appointed by the
Company in General Meeting except to the extent that the Articles otherwise provide
or permit.

(iv) Subject to the provisions of Section 152 of the Act at every Annual General
Meeting, one‐ third of such of the Directors for the time being as are liable to retire
by rotation, or if their number is not three or a multiple of three, then the number
nearest to one‐third, shall retire from office.

(v) The Directors to retire by rotation at every Annual General Meeting shall be
those who have been longest in office since their last appointment, but as between
persons who become Directors on the same day, those who are to retire shall, in
default of and subject to any agreement among themselves, be determined by lot. A
retiring Director shall be eligible for re‐ election.

(vi) At the Annual General Meeting at which a Director retires as aforesaid, the
Company may fill up the vacancy by appointing the retiring Director or some other
person thereto.

(vii) If the place of the retiring Director is not so filled up and the meeting has not
expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the
same day in the next week, at the same time and place, or if that day is a National
Holiday, till the next succeeding day which is not a holiday, at the same time and
place.
(viii) If at the adjourned meeting also, the place of the retiring Director is not filled
up and that meeting also has not expressly resolved not to fill the vacancy, the
retiring Director shall be deemed to have been re‐appointed at the adjourned meeting
unless :‐

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 (a) at the meeting or at the previous meeting a resolution for the reappointment of
such Director has been put to the meeting and lost;

(b) the retiring Director has, by a notice in writing addressed to the Company or its
Board of Directors, expressed his unwillingness to be so re‐appointed;

(c) he is not qualified or is disqualified for appointment;

(d) a resolution, whether special or ordinary, is required for his appointment or re‐
appointment by virtue of any provisions of the said Act; or
(ix) The Whole‐time Directors shall not be liable to retire by rotation.
81. (1) The remuneration of the directors shall, in so far as it consists of a monthly
payment, be deemed to accrue from day‐to‐day.
(2) The remuneration payable to the Directors, including any Managing or
Whole‐time Director or Manager, if any, shall be determined in accordance with and
subject to the provisions of the Act by a resolution passed by the Company in
General Meeting.
(3) Every Director shall be paid a sitting fee not exceeding the limits prescribed in
the Companies Act, 2013 or any amendment thereof for each meeting of the Board
of Directors or of any committee thereof attended by him and shall be paid in
addition thereto all travelling, hotel and other expenses properly incurred by him in
attending and returning from the meetings of the Board of Directors or any
committee thereof or General Meeting of the company or in connection with the
business of the Company to and from any place.
82. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the Company, shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may be, by such person and in
such manner as the Board shall from time to time by resolution determine.
83. The Board of Directors shall have power at any time, and from time to time, to
appoint any person other than a person who fails to get appointed as a director in a
general meeting, as an additional director at any time who shall hold office only up
to the date of the next Annual General Meeting, or the last date on which the annual
general meeting should have been held, whichever is earlier, but shall be eligible for
appointment by the Company at that meeting subject to the provisions of the Act.
84. The Board of Directors may appoint a person, not being a person holding any
alternate directorship for any other Director in the Company, to act as an Alternate
Director to act for a Director (hereinafter called “the Original Director”) during his
absence for a period of not less than three months from India. No person shall be
appointed as an alternate director for an Independent Director unless he is qualified
to be appointed as an Independent Director. An Alternate Director shall be entitled to
notice of meetings of the Directors, and to attend and vote thereat accordingly. An
Alternate Director 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 as aforesaid any provision for the automatic reappointment of retiring
Directors in default of another appointment shall apply to the Original Director and
not to the Alternate Director. An Alternate Director may be removed by the Board of
Directors which may appoint another Alternate Director in his place.
85. The Board may appoint any person as a director nominated by any financial
institution, bank, corporation or any other statutory body, or if the Company has
entered into any obligation with any such institution, bank, corporation or body in
relation to any financial assistance by way of loan advanced to the Company or
guarantee or given of any loan borrowed or liability incurred by the Company or so
long as the Company is indebted. Such Nominee Director/s shall not be required to
hold any share qualification in the Company, and such Nominee Director/s shall not
be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee
Director/s shall be entitled to the same rights and privileges and be subject to the
same obligations as any other Director of the Company.
86. If the office of any Director appointed by the Company in general meeting is vacated

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 before his term of office expires in the normal course, the resulting casual vacancy
may, be filled by the Board of Directors at a meeting of the Board and the person so
appointed shall hold office upto the date which the Director in whose place he is
appointed would have held office, if it had not been vacated as aforesaid.

Subject to the provisions of Section 168 of the Act a Director may at any time resign
from his office upon giving notice in writing to the Company of his intention so to
do, and thereupon his office shall be vacated.
POWERS OF 87. The management and business of the Company shall be vested in the Board of
BOARD Directors, who may exercise all such powers of the Company as are not by the Act
or any statutory modification thereof for the time being in force, or by these presents,
required to be exercised by the Company in General Meeting, subject nevertheless to
any regulation of these presents, to the provisions of the said Act, and to such
regulations being not inconsistent with the aforesaid regulations or provisions as may
be prescribed by the Company in General Meeting, but 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.
88. Subject to the provisions of Section 179 of the Act and other provisions of the Act
and rules there under, the Board may delegate from time to time and at any time to
committee formed out of the Directors any of its powers, authorities, and discretion
for the time being vested in the Board and any such delegations may be made on
such terms and subject to such conditions as the Board may think fit.
89. The Board may appoint, at any time and from time to time by a power of attorney
under the Company’s seal any person to be the attorney 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 Articles and for such period and
subject to such conditions as the Board may from time to time thinks fit, and any
such appointment may, if the Board thinks fit, be made in favour of the members or
any of the members of any firm or company, or the members, directors, nominees or
manufacturers of any firm or company or otherwise in favour of anybody or persons,
whether nominated directly or indirectly by the Board, and any such power of
attorney may contain such provision for the protection or convenience of persons
dealing with such attorney as the Board may think fit.
90. The Board may authorise any such delegate, or attorney as aforesaid to sub‐delegate
all or any of the powers, authorities and discretions for the time being vested in it.
91. Subject to the provisions of Section 179, the Board may delegate all or any of their
powers to any Directors jointly or severally or to any one Director at their discretion.
PROCEEDINGS OF 92. (1) A minimum number of four meetings of the Directors shall have been held in
THE BOARD every year in such a manner that not more than one hundred and twenty days shall
intervene between two consecutive meetings of the Board. The Directors may meet
together for the conduct of business, adjourn and otherwise regulate their meeting
and proceedings, as they think fit.
(2) The Chairperson may at any time summon a meeting of the Board and the
Chairperson or a Secretary, on the requisition of a Director, shall at any time
summon a meeting of the Board. Subject to provisions of Section 173 (3) of the Act,
notice of not less than seven days of every meeting of the Board of Directors of the
Company shall be given in writing to every Director at his address registered with
the company and shall be sent by hand delivery or by post or through electronic
means. The meeting of the Board may be called at a shorter notice to transact urgent
business subject to the condition that at least one Independent Director of the
Company shall be present at the meeting. In the event, any Independent Director is
not present at the meeting called at shorter notice, the decision taken at such meeting
shall be circulated to all the directors and shall be final only on ratification thereof by
at least one Independent Director.

(3) The quorum for a meeting of the Board shall be one‐third of its total strength
(any fraction contained in that one third being rounded off as one), or two directors
whichever is higher and the directors participating by video conferencing or by other
audio visual means shall also be counted for the purposes of quorum. Provided that

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 where at any time the number of interested Directors exceeds or is equal to
two‐thirds of the total strength, the number of the remaining Directors, that is to say,
the number of the Directors who are not interested, being not less than two, shall be
the quorum during such time.

Explanation:

The expressions “interested Director” shall have the meanings given in Section
184(2) of the said Act and the expression “total strength” shall have the meaning as
given in Section 174 of the Act.
(4) With regard to every meeting conducted through video conferencing or other
permitted means, the scheduled venue of the meetings shall be deemed to be in
India, for the purpose of specifying the place of the said meeting and for all
recordings of the proceedings at the meeting.
93. (1) Save as otherwise expressly provided in the Act, a meeting of the Board for the
time being at which a quorum is present shall be competent to exercise all or any of
the authorities, powers and discretions by or under the regulations of the Company
for the time being vested in or exercisable by the Directors generally and all
questions arising at any meeting of the Board shall be decided by a majority of the
votes.

(2) In case of an equality of votes, the Chairperson of the Board, if any, shall have a
second or casting vote.
94. The continuing Directors may act notwithstanding any vacancy in the Board; but, if
and so long as their number is reduced below the quorum fixed by the Act for a
meeting of the Board, the continuing Directors or Director may act for the purpose of
increasing the number of Directors to that fixed for the quorum, or of summoning a
general meeting of the Company, but for no other purpose.
95. (1) The Chairperson of the Company shall be the Chairperson at meetings of the
Board. In his absence, the Board may elect a Chairperson of its meetings and
determine the period for which he is to hold office.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not
present within fifteen minutes after the time appointed for holding the meeting, the
Directors present may choose one of their members to be Chairperson of the
meeting.
96. (1) The Board may, subject to the provisions of the Act, delegate any of its powers
to Committees consisting of such member or members of its body as it thinks fit.

(2) Any Committee so formed shall, in the exercise of the powers so delegated,
conform to any regulations that may be imposed on it by the Board.

(3) The participation of Directors in a meeting of the Committee may be either in

person or through video conferencing or audio visual means or teleconferencing, as
may be prescribed by the Rules or permitted under law.
97. A Committee may elect a Chairperson of its meetings unless the Board, while
constituting a Committee, has appointed a Chairperson of such Committee. If no
such Chairperson is elected, or if at any meeting the Chairperson is not present
within fifteen minutes after the time appointed for holding the meeting, the members
present may choose one of their members to be Chairperson of the meeting.
98. (1) A Committee may meet and adjourn as it thinks fit.
(2) Questions arising at any meeting of a Committee shall be determined by a
majority of votes of the members present. In case of an equality of votes, the
Chairperson of the Committee shall have a second or casting vote.
99. All acts done in any meeting of the Board or of a Committee thereof or by any
person acting as a Director, shall, notwithstanding that it may be afterwards
discovered that there was some defect in the appointment of any one or more of such
Directors or of any person acting as aforesaid or that they or any of them were
disqualified be as valid as if every such Director or such person had been duly
appointed and was qualified to be a Director.

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 100. Subject to the provisions of the Act, resolutions of the Board may be passed by
circulation, if the resolution has been circulated in draft, together with necessary
papers, if any, to all the Directors or members of the committee, as the case may be,
at their addresses registered with the company in India by hand delivery or by post or
by courier, or through such electronic means as may be prescribed and has been
approved by a majority of the directors or members, who are entitled to vote on the
resolution:

Provided that, where not less than one‐third of the total number of Directors of the
Company for the time being require that any resolution under circulation must be
decided at a meeting, the Chairperson shall put the resolution to be decided at a
meeting of the Board.

A resolution under sub‐section (1) shall be noted at a subsequent meeting of the

Board or the committee thereof, as the case may be, and made part of the minutes of
such meeting.
Key Managerial 101. Subject to the provisions of the Act, —
Personnel
A Key Managerial Personnel may be appointed by the Board for such term at such
remuneration and upon such conditions as it may think fit and the Key Managerial
Personnel so appointed may be removed by means of a resolution in the Board
Meeting.
REGISTERS 102. The Company shall keep and maintain at its registered office all statutory registers
namely, register of charges, register of members, register of debenture holders,
register of any other security holders, the register and index of beneficial owners and
annual return, register of loans, guarantees, security and acquisitions, register of
investments not held in its own name and register of contracts and arrangements for
such duration as the Board may, unless otherwise prescribed, decide, and in such
manner and containing such particulars as prescribed by the Act and the Rules.
103. (a) The Company may exercise the powers conferred on it by the Act with regard to
the keeping of a foreign register; and the Board may (subject to the provisions of the
Act) make and vary such regulations as it may think fit respecting the keeping of any
such register.

(b) The foreign register shall be open for inspection and may be closed, and extracts
may be taken there from and copies thereof may be required, in the same manner,
mutatis mutandis, as is applicable to the register of members.
THE SEAL 104. (1) The Board shall provide a common seal for the Company and shall have power
from time to time to destroy the same, substitute a new seal in lieu thereof, and the
common seal shall be kept at the Registered Office of the Company and committed
to the custody of the Whole‐time/ Managing Director or the Secretary if there is one.

(2) The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board authorised by it
in that behalf, and except in the presence of anyone Director or the Secretary or such
other person as the Board/ Committee may appoint for the purpose shall sign every
instrument to which the seal of the company is so affixed in their presence.
DIVIDENDS AND 105. The Company in General Meeting may declare dividends but no dividend shall
RESERVE exceed the amount recommended by the Board.
106. Subject to the provisions of the Act, the Board may from time to time pay to the
members such interim dividends of such amount on such class of shares and at such
times as it may think fit.
107. (1) The Board may, before recommending any dividend, set aside out of the profits
of the Company such sums as it thinks fit as a reserve or reserves which shall, at the
discretion of the Board, be applied for any purpose to which the profits of the
Company may be properly applied, including provision for meeting contingencies or
for equalising 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

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 the Board may, from time to time, think fit.

(2) The Board may also carry forward any profits which it may consider necessary
not to divide, without setting them aside as a reserve.
108. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the dividend is paid, but if and so
long as nothing is paid upon any of the shares in the Company, dividends may be
declared and paid according to the amounts of the shares.

(2) No amount paid or credited as paid on a share in advance of calls shall be

treated for the purposes of this Article 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.
109. The Board may deduct from any dividend payable to any member all sums of
money, if any, presently payable by him to the Company on account of calls or
otherwise in relation to the shares of the Company.
110. (1) Any dividend, interest or other monies payable in cash in respect of shares may
be paid by electronic mode or by cheque or warrant sent through the post directed to
the registered address of the holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the register of
members, or to such person and to such address as the holder or joint holders may in
writing direct.
(2) Every such electronic transfer, cheque or warrant shall be made payable to the
order of the person to whom it is sent or to such person as the holder or joint holders
may, direct the payment of the cheque or warrant if purporting to be duly endorsed
shall be a good discharge to the Company. Payment in any way whatsoever shall be
made at the risk of the person entitled to the money represented thereby.
111. Any one of two or more joint holders of a share may give effective receipts for any
dividends, bonuses or other monies payable in respect of such share.
112. Notice of any dividend that may have been declared shall be given to the persons
entitled to share thereto in the manner mentioned in the Act.
113. No dividend shall bear interest against the Company.
ACCOUNTS 114. (1) The books of account and books and papers of the Company, or any of them,
shall be open to the inspection of Directors in accordance with the applicable
provisions of the Act and the Rules.
(2) The Board of Directors shall from time to time determine whether and to
what extent and at what times and places and under what conditions or regulations
the accounts and books and documents of the Company or any of them shall be open
to the inspection of the members, and no member (not being a Director) shall have
any right of inspecting any account or books or documents of the Company except as
conferred by statute or authorised by the Directors or by the resolution of the
Company in General Meeting.
(3) Subject to Section 129 of the Act at every Annual General Meeting of the
Company the Directors shall lay before the Company a Financial Statements for
each financial year. The Financial Statements shall be signed in accordance with the
provisions of Section 134 of the said Act. Every account when audited and approved
by a General Meeting shall be conclusive.
AUDIT 115. Accounts to be Audited

Every Balance Sheet and Profit and Loss Account shall be audited by one or more
Auditors to be appointed as hereinafter set out.
116. Remuneration of Auditors

The remuneration of the Auditors shall be fixed by the Board as authorised in a

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 General Meeting from time to time.
WINDING UP 117. Subject to the applicable provisions of the Act and the Rules made thereunder –
(a) If the Company shall be wound up, the liquidator may, with the sanction of a
special resolution of the Company and any other sanction required by the Act, divide
amongst the members, in specie or kind, the whole or any part of the assets of the
Company, whether they shall consist of property of the same kind or not.
(b) For the purpose aforesaid, the liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such division
shall be carried out as between the members or different classes of members.
(c) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he considers
necessary, but so that no member shall be compelled to accept any shares or other
securities whereon there is any liability.
INDEMNITY AND 118. (a) Subject to the provisions of the Act, the Managing Director and every Director,
INSURANCE Manager, Company Secretary and other officer or Employee of the Company shall
be indemnified by the Company against any liability, and it shall be the duty of
Directors out of the funds of the Company to pay, all costs and losses and expenses
(including travelling expenses) which any such Director, Officer or employee may
incur or become liable to by reason of any contract entered into or act or deed done
by him as such Managing Director, Director, Company Secretary, Officer or
Employee or in any way in the discharge of his duties.

(b) Subject as aforesaid the Managing Director and every Director, Manager,
Company Secretary, or other officer or employee of the Company shall be
indemnified against any liability incurred by them or him in defending any
proceedings, whether civil or criminal in which judgement is given in their or his
favour or in which he is acquitted or discharged or in connection with any
application under applicable provisions of the Act in which relief is given to him by
the Court.

(c) The Company may take and maintain any insurance as the Board may think fit on
behalf of its present and/or former directors and key managerial personnel for
indemnifying all or any of them against any liability for any acts in relation to the
Company for which they may be liable but have acted honestly and reasonably.

(d) Subject to the provisions of the Act, no Director or other officer of the Company
shall be liable for the act, receipts, neglects or defaults of any other Director or
Officer, or for joining in any receipt or other act for conformity or for any loss or
expense happening to the company, or for the 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 or 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 judgement 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 officer or in relation thereto unless the same happen through his own
willful act or default.
GENERAL POWER 119. Wherever in the Act, it has been provided that the Company shall have any right,
privilege or authority or that the Company could carry out any transaction only if the
Company is so authorized by its articles, then and in that case this Article authorizes
and empowers the Company to have such rights, privileges or authorities and to
carry such transactions as have been permitted by the Act, without there being any
specific Article in that behalf herein provided.
SECRECY CLAUSE 120. No member shall be entitled to inspect the Company works without the permission
of the Director, or Managing Director, or to require discovery of or any information
respecting any details of the Company’s manufacturing process, technology,
marketing strategiesm trading or any matter which is or may be in the nature of a
trade secret, mystery of trade or secret process which may relate to the conduct of the

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 business of the Company and which in the opinion of the Directors it will be
inexpedient in the interests of the Company to communicate to the public.
121. Every Director, Managing Director, Manager, Company Secretary, Auditor, Trustee,
Members of a Committee, 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, or at any time during his term of office, sign a
declaration pledging himself to observe strict secrecy respecting all transactions of
the Company and the state of accounts and in matters relating thereto, and shall by
such declaration pledge himself not to reveal any of the matters which may come to
his knowledge in the discharge of his duties except when required so to do by the
Directors or any meeting or by a Court of Law or by the person to whom such
matters relate and expect so far as may be necessary in order to comply with any of
the provisions of these Articles or law.

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 SECTION - X - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered into or are to be entered into by
our Company (not being contracts entered into in the ordinary course of business carried on by our Company or
contracts entered into more than two years before the date of this Prospectus) which are or may be deemed
material will be attached to the copy of the Prospectus which will be delivered to the RoC for filing. Copies of
the contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered
Office of our Company located at 411, Safal Perlude, B/h Ashwaraj Bunglows, 100 FT Road, Prahladnagar,
Vejalpur, Ahmedabad, Gujarat-380015, India between 10:00 a.m. and 5:00 p.m. (IST) on all Working Days
from the date of this Prospectus until the Issue Closing Date.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so,
required in the interest of our Company or if required by the other parties, without reference to the shareholders,
subject to compliance of the provisions contained in the Companies Act and other applicable law.

a) Material contracts for the Issue

1. Issue Agreement dated January 05, 2023 between our Company and the Lead Manager.
2. Registrar Agreement dated January 05, 2023 between our Company and Registrar to the Issue.
3. Underwriting Agreement dated January 05, 2023 amongst our Company, the Underwriter and the Lead
Manager.
4. Market Making Agreement dated January 05, 2023 amongst our Company, Market Maker and the Lead
Manager.
5. Bankers to the Issue Agreement dated January 25, 2023 amongst our Company, the Lead Manager,
Banker(s) to the Issue and the Registrar to the Issue.
6. Tripartite agreement dated November 10, 2022 amongst our Company, Central Depository Services
(India) Limited and Registrar to the Issue.
7. Tripartite agreement dated November 02, 2022 amongst our Company, National Securities Depository
Limited and Registrar to the Issue.

b) Material documents for the Issue

1. Certified true copy of Certificate of Incorporation, the Memorandum of Association and Articles of
Association of our Company, as amended.
2. Resolutions of the Board of Directors dated December 20, 2022 in relation to the Issue and other related
matters.
3. Shareholders’ resolution dated January 05, 2023 in relation to the Issue and other related matters.
4. Consents of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory
& Peer Reviewed Auditor, Lead Manager, Legal Advisor to the Issue, Registrar to the Issue, Underwriters
to the Issue, Bankers to our Company, Banker to our Issue and Market Maker to include their names in
this Prospectus and to acting their respective capacities.
5. Peer Review Auditors Report dated January 06, 2023 on Restated Financial Statements of our Company
for the period ended on November 30 2022 and years ended on March 31 2022, 2021 and 2020.
6. The Report dated January 06, 2023 from the Statutory Auditors of our Company, confirming the Statement
of Tax Benefits available to our Company and its Shareholders as disclosed in this Prospectus.
7. Copy of Approval dated January 25, 2023 from the SME Platform of BSE (BSE SME) to use their name
in the prospectus for listing of Equity Shares.
8. Agreement dated December 17, 2022 entered into by our Company with Narendrakumar Gangaramdas
Patel appointment as a Managing Director of the company.
9. Due diligence certificate submitted to BSE Limited dated February 15, 2023 from Lead Manager to the
Issue.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time, if so
required, in the interest of our Company or if required by the other parties, without reference to the Equity
Shareholders, subject to compliance with applicable law.

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 DECLARATION

We hereby certify and 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 the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or the rules made
or guidelines or regulations issued there under, as the case may be. We further certify that all statements are true
and correct.

Signed by the Directors of the Company:

Name Designation Signature

Mr. Narendrakumar Gangaramdas Patel Managing Director Sd/-

Mrs. Sushilabahen Narendrakumar Patel Non-Executive Director Sd/-

Mr. Bhumishth Narendrabhai Patel Non-Executive Director Sd/-

Mr. Om Prakash Agrawal Independent Director Sd/-

Mr. Sumitkumar Jayantibhai Patel Independent Director Sd/-

Signed by:

Name Designation Signature

Hardikkumar Patel Chief Financial Officer Sd/-

Sonia Kakani Company Secretary and Sd/-

Compliance Officer

Place: Ahmedabad
Date: February 15, 2023

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