Addendum To The DRHP
Addendum To The DRHP
Addendum To The DRHP
(Please scan this QR Code to view the Addendum) INNOVA CAPTAB LIMITED
Our Company was incorporated in Mumbai, Maharashtra, as ‘Harun Health Care Private Limited’, a private limited company under the Companies Act, 1956, pursuant
to a certificate of incorporation dated January 3, 2005, issued by the Registrar of Companies, Maharashtra at Mumbai (the “RoC”). Thereafter, pursuant to a resolution
passed by our Shareholders in the extraordinary general meeting held on December 26, 2009, the name of our Company was changed from ‘Harun Health Care Private
Limited’ to ‘Innova Captab Private Limited’, and consequently, a fresh certificate of incorporation dated February 2, 2010, was issued by the RoC to our Company.
Subsequently, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed by our Shareholders in the
extraordinary general meeting held on July 12, 2018, and consequently, the name of our Company was changed to our present name, ‘Innova Captab Limited’, and a
fresh certificate of incorporation dated July 26, 2018, was issued by the RoC to our Company. For details of changes in the name and the registered office address of
our Company, see ‘History and Certain Corporate Matters’ on page 204 of the draft red herring prospectus dated June 28, 2022 (the “Draft Red Herring Prospectus”).
NOTICE TO INVESTORS: ADDENDUM TO THE DRAFT RED HERRING PROSPECTUS DATED JUNE 28, 2022
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A
PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹[●]
MILLION (“OFFER”). THE OFFER COMPRISES OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹4,000.00 MILLION (“FRESH
ISSUE”) AND AN OFFER FOR SALE OF UP TO 9,600,000 EQUITY SHARES (“OFFERED SHARES”) AGGREGATING UP TO ₹[●] MILLION, COMPRISING
OF UP TO 3,200,000 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY MANOJ KUMAR LOHARIWALA, UP TO 3,200,000 EQUITY SHARES
AGGREGATING UP TO ₹[●] MILLION BY VINAY KUMAR LOHARIWALA (TOGETHER WITH MANOJ KUMAR LOHARIWALA, THE “PROMOTER
SELLING SHAREHOLDERS”) AND UP TO 3,200,000 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY GIAN PARKASH AGGARWAL (THE
“OTHER SELLING SHAREHOLDER”, AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, THE “SELLING SHAREHOLDERS”, AND
SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”). THE OFFER WILL CONSTITUTE [●]%
OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY, IN CONSULTATION WITH THE BRLMS, HAS UNDERTAKEN THE PRE-IPO PLACEMENT OF 1,412,430 COMPULSORILY
CONVERTIBLE PREFERENCE SHARES (“CCPSS”) AT A PRICE OF ₹354.00 PER CCPS (INCLUDING A PREMIUM OF ₹344.00) AGGREGATING TO ₹500.00
MILLION (“PRE-IPO PLACEMENT”). THE SIZE OF THE FRESH ISSUE OF UPTO ₹4,000.00 MILLION HAS BEEN REDUCED BY ₹[●] MILLION PURSUANT
TO THE PRE-IPO PLACEMENT AND ACCORDINGLY, THE REVISED SIZE OF THE FRESH ISSUE IS UPTO ₹[●] MILLION.
Potential Bidders may note the following:
a) The Draft Red Herring Prospectus contains the Restated Consolidated Financial Information of our Company, as at and for the nine months ended December 31, 2021, and
the financial years ended March 31, 2021, March 31, 2020, and March 31, 2019. The section titled “Restated Consolidated Financial Information” beginning on page 240
of the Draft Red Herring Prospectus has been updated through this Addendum to provide the updated Restated Consolidated Financial Information of our Company, as at
and for the financial years ended March 31, 2023, March 31, 2022, and March 31, 2021, comprising the Restated Consolidated Statement of Assets and Liabilities as at
March 31, 2023, March 31, 2022 and March 31, 2021, Restated Consolidated Statement of Profit and Loss, and Restated Consolidated Statement of Cash Flows and Restated
Consolidated Statement of Changes in Equity for the financial years ended March 31, 2023, March 31, 2022 and March 31, 2021, together, with the Basis of Preparation
and Significant Accounting Policies and other explanatory information, compiled from the audited Ind AS Consolidated Financial Statements of our Company as at and for
the financial years ended March 31, 2023 and March 31, 2022 and the audited Ind AS Financial Statements of the Company as at and for the financial year ended March
31, 2021, prepared in accordance with Ind AS and other accounting principles generally accepted in India, restated by our Company in accordance with the requirements of
Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on Company
Prospectuses (Revised 2019) issued by the ICAI, as amended (“Restated Consolidated Financial Information”).
b) Pursuant to the filing of the Draft Red Herring Prospectus, our Company acquired Sharon Bio Medicine Limited (“Sharon”), a listed entity undergoing the corporate
insolvency resolution process (“CIRP”) under the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Hon’ble National Company Law Tribunal, Mumbai Bench
(“NCLT”). In accordance with the terms of the resolution plan approved by the NCLT, our Subsidiary UML infused ₹1,954.00 million into Sharon on June 26, 2023. The
implementation of the plan was completed on June 30, 2023, the closing date, as per the approved resolution plan and subsequently, the control and sole ownership over
Sharon was established pursuant to which Sharon became a wholly owned subsidiary of UML as of June 30, 2023. For further information, see “Our Business - Acquisition
of Sharon Bio Medicine Limited” on page 18 of this Addendum.
c) On account of the transaction set out in paragraph (b) above, the Pro Forma Condensed Consolidated Statement of Profit and Loss , as also included in this Addendum, has
been prepared as if the transaction set out in paragraph (b) above, occurred immediately before the start of the financial year ended March 31, 2023, and the Pro Forma
Condensed Consolidated Balance Sheet is prepared as if the transaction above occurred as at March 31, 2023. The Pro Forma Condensed Consolidated Financial Information
of the Company comprises of the Pro Forma Condensed Consolidated Balance Sheet as at March 31, 2023 and the Pro Forma Condensed Consolidated Statement of Profit
and Loss for the financial year ended March 31, 2023, read with the notes to the Pro Forma Condensed Consolidated Financial Information (“Pro Forma Condensed
Consolidated Financial Information”).
d) To reflect the updated Restated Consolidated Financial Information and updated Pro Forma Condensed Consolidated Financial Information included through this Addendum,
the section “Other Financial Information” on page 322 of the Draft Red Herring Prospectus has been suitably updated to include updated accounting ratios derived from
the updated Restated Consolidated Financial Information and the updated Pro Forma Condensed Consolidated Financial Information and the reconciliation of non-GAAP
measures based on the updated Restated Consolidated Financial Information and the updated Pro Forma Condensed Consolidated Financial Information.
e) We have further included a section titled “Other Key Developments” in this Addendum to provide details to potential Bidders of certain key developments that have taken
place post the date of filing of the Draft Red Herring Prospectus until the date of this Addendum, including to reflect the outstanding litigation involving Sharon in terms of
the disclosure requirements under Schedule VI of the SEBI ICDR Regulations.
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Potential Bidders may note that in order to assist Bidders to obtain a complete understanding of the updated information, the updated relevant portions of the sections titled “Our
Business”, “Restated Consolidated Financial Information”, “Pro Forma Condensed Consolidated Financial Information” and “Other Financial Information”, as well as the
section titled “Other Key Developments” have been included in this Addendum. These changes are to be read in conjunction with the Draft Red Herring Prospectus, and
accordingly, their references in the Draft Red Herring Prospectus stand updated pursuant to this Addendum. The information in this Addendum supplements the Draft Red
Herring Prospectus and updates the information in the Draft Red Herring Prospectus, as applicable. However, this Addendum does not reflect all the changes that have occurred
between the date of filing of the Draft Red Herring Prospectus and the date hereof, and accordingly does not include all the changes and/or updates that will be included in the
Red Herring Prospectus and the Prospectus. Please note that all other details / information included in the Draft Red Herring Prospectus will be suitably updated, including to
the extent stated in this Addendum, as may be applicable, in the Red Herring Prospectus and the Prospectus as and when filed with the RoC, the SEBI and the Stock Exchanges.
Investors should not rely on the Draft Red Herring Prospectus or this Addendum for any investment decision, and should read the Red Herring Prospectus, once filed with the
RoC, before making an investment decision with respect to the Offer.
All capitalised terms used in this Addendum shall, unless specifically defined or unless the context otherwise requires, have the meaning ascribed to them in the Draft Red
Herring Prospectus.
The Equity Shares offered in the Offer have not been, and will not be, registered under the U.S. Securities Act 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 in accordance with any applicable U.S. state securities
laws. Accordingly, the Equity Shares are being offered and sold only (i) within the United States solely to persons who are reasonably believed to be “qualified institutional
buyers” (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S. Securities Act, and (ii) outside the United
States in “offshore transactions” as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and
sales occur.
This Addendum which has been filed with SEBI and the Stock Exchanges shall be made available to the public for comments, if any, for a period of at least 21 days, from the
date of such filing with SEBI and will be available on SEBI’s website at www.sebi.gov.in, the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com,
the website of the Company at www.innovacaptab.com, and the websites of BRLMs, ICICI Securities Limited and JM Financial Limited at www.icicisecurities.com and
www.jmfl.com, respectively.
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TABLE OF CONTENTS
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OUR BUSINESS
Some of the information contained in this section, including information with respect to our strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the “Forward-Looking
Statements” on page 24 for a discussion of the risks and uncertainties related to those statements and the “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 33 and 334 the Draft Red Herring Prospectus, respectively for a discussion of certain factors that may
affect our business, results of operations and financial condition. The actual results of our Company may differ
materially from those expressed in or implied by these forward-looking statements.
Unless otherwise indicated, industry and market data used in this section has been derived from the CRISIL Report
prepared and released by CRISIL Research and commissioned and paid for by us and prepared exclusively in
connection with the Offer. We commissioned the CRISIL Report on February 12, 2022. The CRISIL Report is
available at the following web-link: www.innovacaptab.com/investor-relations. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the CRISIL Report and included herein
with respect to any particular year, refers to such information for the relevant financial year. For further details
and risks in relation to commissioned reports, see “Risk Factors — Certain sections of the Draft Red Herring
Prospectus contain information from the CRISIL Report which we commissioned and purchased and any reliance
on such information for making an investment decision in the Offer is subject to inherent risks” on page 69 of the
Draft Red Herring Prospectus. Also, see “Certain Conventions, Use of Financial Information and Market Data
and Currency of Presentation – Industry and market data” on page 21 of the Draft Red Herring Prospectus.
Innova Captab Limited acquired assets and liabilities of Innova Captab, a partnership firm (the “Innova
Partnership”) effective as of March 31, 2021 and acquired Univentis Medicare Limited (“UML) effective as of
December 31, 2021. The Univentis Foundation became a Subsidiary of our Company on June 14, 2021, and it is
included from that date in the Restated Consolidated Financial Information for Fiscal 2021. Our Restated
Consolidated Financial Information does not include financial information of the Innova Partnership and UML
prior to their acquisition by Innova Captab Limited or of the Univentis Foundation prior to it becoming a
Subsidiary of our Company. Further on June 30, 2023, we acquired Sharon Bio Medicine Limited (“Sharon”), a
listed entity undergoing the corporate insolvency resolution process ("CIRP”) under the Insolvency and
Bankruptcy Code, 2016 (“IBC”) before the Hon’ble National Company Law Tribunal, Mumbai Bench ("NCLT”).
Sharon is not included in our Restated Consolidated Financial Information for Fiscal 2021, Fiscal 2022 or Fiscal
2023.Accordingly, our results of operations and financial condition as set forth in the Restated Consolidated
Financial Information are not comparable on a period-to-period basis.
Our financial or fiscal year ends on March 31 of each calendar year. Accordingly, references to a “Fiscal” or
“fiscal year” are to the 12-month period ended March 31 of the relevant year. The financial information included
in this section as of, and for Fiscal 2021, Fiscal 2022 and Fiscal 2023 has been extracted from the Restated
Consolidated Financial Information, on page 34 of this Addendum. The pro forma financial information in this
section is extracted from our Pro Forma Condensed Consolidated Financial Information as of, and for the
financial year ended March 31, 2023, on page 105 of this Addendum.
Unless otherwise stated or the context requires otherwise, the operational, production, capacity (as applicable),
employee information and other statistical information is provided in this section on a combined basis for Innova
Captab Limited (on a consolidated basis, as applicable), UML and the Innova Partnership as of, and for the years
ended March 31, 2021, March 31, 2022 and March 31, 2023, and further such operational, production capacity
(as applicable), employee information and other statistical information does not include Sharon unless otherwise
indicated. Further, since UML was acquired effective as of December 31, 2021, the operational, production,
capacity (as applicable), employee information and other statistical information provided as of March 31, 2021,
does not include UML. Unless the context otherwise requires, references to our “customer” or “customers” shall
be deemed to include affiliates or group companies of our customers, as applicable.
Overview
We are an integrated pharmaceutical company in India with a presence across the pharmaceuticals value chain
including research and development, manufacturing, drug distribution and marketing and exports. Our business
includes (i) a contract development and manufacturing organization (“CDMO”) business providing
manufacturing services to Indian pharmaceutical companies, (ii) a domestic branded generics business and (iii)
an international branded generics business. In terms of operating income, we were the second largest formulation
CDMO in India in Fiscal 2021 and the third fastest growing formulation CDMO over the period Fiscal 2019 to
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Fiscal 2021. (Source: CRISIL Report, May 2022). In Fiscal 2023, we had 182 CDMO customers. Fourteen of the
top fifteen Indian pharmaceutical companies that CRISIL Research identified as the largest players in the domestic
formulation market in Fiscal 2021 have been a part of our customer base. (Source: CRISIL Report, May 2022). In
Fiscal 2023, we manufactured a diverse generics product portfolio of over 600 products and market them under
our own brands in the Indian market through a developed network of approximately 5,000 distributors and
stockists and over 150,000 retail pharmacies. In addition, during Fiscal 2023, we exported branded generic
products to 20 countries. Revenues from operations as per our Restated Consolidated Financial Information has
grown at a 50.19% CAGR from ₹4,106.62 million in Fiscal 2021 to ₹9,263.80 million in Fiscal 2023. Revenue
from operations on a pro forma consolidated basis was ₹11,185.96 million in Fiscal 2023.
The foundation of our Company is our in-house research and development (“R&D”). Our R&D operations help
us attract and retain CDMO customers and grow our branded generic portfolio. We have a dedicated R&D
laboratory and pilot equipment located at our manufacturing facility in Baddi, Himachal Pradesh, which is
recognized by Department of Scientific and Industrial Research, Ministry of Science and Technology,
Government of India (“DSIR”). In addition, we are looking to establish a new R&D center in Panchkula, Haryana.
Our manufacturing is undertaken at our two manufacturing facilities in Baddi, Himachal Pradesh along with a
new facility we are planning in Jammu. See “- Expansion of our manufacturing capacities” beginning on page 15
of this Addendum. Our facilities have good manufacturing practices (“GMP”) certifications from the Health and
Family Welfare Department, Himachal Pradesh, in conformity with the format recommended by the World Health
Organization (the “WHO”), and the certificate of GMP compliance from Food, Medicine and Health Care
Administration and Control Authority, Ethiopia.
Our CDMO services and products include commercial large-scale manufacturing of generic products. We also
enter into loan license agreements with our customers. Our comprehensive CDMO formulation capabilities allow
us to offer our customers multiple dosage forms, including oral solids, oral liquids, dry syrups and injectables, as
well as more complex delivery forms such as modified and sustained release forms and tablets in capsules. We
also have added products using new technologies like nano technology. Our CDMO product portfolio spans across
both acute and chronic therapeutic areas. We manufacture products that are in all the top ten therapeutic areas by
sales in the Indian formulation market in Fiscal 2021 as identified by CRISIL Research. including antialzheimer,
antiasthmatic and bronchodilator, anticholelithogenic, anticold and antiallergic, antidiabetic, antiemetic, anti-
fibrinolytic, anti-fungal, anthelmintic and antiviral, antihyperurecemia and antigout, antimalarial, antiobesity,
antioxidants and vitamins, antispasmodic, antiulcerative, anxiolytic, anticonvulsant and antipsychotic,
cardiovascular, neurotrophic and NSAIDs and analgesic and antipyretic. (Source: CRISIL Report, May 2022).
Our number of CDMO products sold has grown by 131.43% from 1,066 in Fiscal 2021 to 2,467 in Fiscal 2023,
on a restated consolidated basis.
In our CDMO business, we have developed relationships across the Indian pharmaceutical industry. Some of our
key customers include Cipla Limited, Glenmark Pharmaceuticals Limited, Wockhardt Limited, Corona Remedies
Private Limited, Emcure Pharmaceuticals Limited, Lupin Limited, Intas Pharmaceuticals Limited, Leeford
Healthcare Limited, Medley Pharmaceuticals Limited, Cachet Pharmaceuticals Limited, Eris Healthcare Private
Limited, Indoco Remedies Limited, J. B. Chemicals and Pharmaceuticals Limited, Oaknet Healthcare Private
Limited, Zuventus Healthcare Limited, Ajanta Pharma Limited, Mankind Pharma Limited and Smart Laboratories
Private Limited. Revenue from our CDMO business on a restated consolidated basis has grown at a 35.36%
CAGR from ₹3,708.71 million in Fiscal 2021 to ₹6,795.56 million in Fiscal 2023. Revenue from our CDMO
business on a pro forma consolidated basis was ₹6,795.56 million in Fiscal 2023.
Our branded generics business consists of the development, manufacture and distribution of generic formulation
products, which are marketed and distributed in India under our own brand names through online and offline
channels. Our branded generic products are generic medicines for which the patents have expired, that are sold
directly to our distributors, stockists and retailers. We have developed a diversified branded generics product
portfolio including tablets, capsules, dry syrups, dry powder injection, ointments and liquid orals. Our products
cover the following therapeutic areas:
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Fluoroquinolone and Macrolide Nootropics and Neurotonics / Antiulcerative
Neurotrophics
Antimalarial Anxiolytic, Anticonvulsant and Bladder and Prostate Disorder
Antipsychotic
Antifungal, anthelmintic and Anticholinergic, Anti-Asthmatic Erectile Dysfunction
Antiviral and bronchodilator
We sell our domestic branded generic products through our pan-Indian network of distributors, stockists and
pharmacies. Our generic drug products are also available online through various e-commerce pharmacy sites.
During Fiscal 2021, Fiscal 2022 and Fiscal 2023, revenue from our domestic branded generic business on a
restated consolidated basis was nil, ₹370.51 million and ₹1,661.61 million, respectively. Revenue from our
domestic branded generic business on a pro forma consolidated basis was ₹1,661.61 million in Fiscal 2023.
We also have an international branded generic product business focused on exports to emerging and semi-
regulated international markets. We are expanding our international branded generics business to regulated
markets like the United Kingdom, and Canada. In Fiscal 2023, we exported branded generics to 20 countries. As
of March 31, 2023, we have 94 active product registrations (and 23 registrations subject to renewal) with
international authorities and 182 fresh registration applications in process with international authorities. Revenue
from our international branded generic business on a restated consolidated basis has grown at a 42.38% CAGR
from ₹397.91 million in Fiscal 2021 to ₹806.63 million in Fiscal 2023. Revenue from our international branded
generic business on a pro forma consolidated basis was ₹806.63 million in Fiscal 2023.
As of March 31, 2023, we employed a team of 30 scientists and engineers at our R&D laboratory. Our team
includes professionals with experience ranging from three months to 27 years. Our R&D laboratory is equipped
with a suite of equipment for the development of solid oral and liquid dosage forms which includes rapid mixer
granulator/fluid bed processor /compression machine and auto coater. In addition, our analytical lab is also
equipped with high pressure liquid chromatography (“HPLC”), ultraviolet and dissolution apparatuses, Karl
Fischer moisture analyzers, sonicators, disintegration testers, thermal stability units and fume hoods.
We have two manufacturing facilities in Baddi, Himachal Pradesh. According to CRISIL Research, we were
ranked third among our peers in terms of our tablet and capsule manufacturing capacity in India. (Source: CRISIL
Report, May 2022). Set forth below is the total installed capacity and aggregate manufacturing capacity utilization
of our Company and the Innova Partnership, on a combined basis (not including Sharon) in Fiscal 2021, Fiscal
2022 and Fiscal 2023.
Our manufacturing is efficient, and, according to CRISIL Research, we had the industry’s leading fixed asset
turnover ratios and returns on capital employed in Fiscal 2021. (Source: CRISIL Report, May 2022). In addition,
we are planning to construct a new 240,916 sq. ft facility in Jammu, which will include tablets, capsules, dry
syrups and injections, as certified by Ravinder K. Sharma & Co. Chartered Accountants. We anticipate to benefit
from the New Central Sector Scheme for Industrial Development of Jammu & Kashmir through this upcoming
manufacturing facility in Jammu. See “- Our Strategies” on page 15 of this Addendum.
Recent Developments
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We acquired Sharon, a listed entity undergoing CIRP under the IBC. In accordance with the terms of the resolution
plan approved by the NCLT, we infused ₹1,954.00 million into Sharon on June 26, 2023, and Sharon is now a
wholly owned subsidiary of UML as of June 30, 2023. Sharon is engaged in the business of manufacturing of
intermediates and active pharmaceutical ingredients (“APIs”) as well as finished dosages. It also offers contract
manufacturing services for pharmaceutical products. Sharon caters to both domestic as well as international
markets including Canada, the United Kingdom, Europe, Australia and Central and South America. Sharon has
manufacturing plants located in Dehradun, Uttarakhand and Taloja, Maharashtra. As of March 31, 2023, Sharon
had 564 employees. We had Nil revenue from Sharon on a restated consolidated basis in Fiscal 2021, Fiscal 2022
and Fiscal 2023. Revenue from Sharon on a pro forma consolidated basis was ₹1,922.16 million in Fiscal 2023.
For further information, see “Acquisition of Sharon Bio Medicine Limited” on page 18 of this Addendum.
Set forth below are certain financial information in relation to our Company’s business for the periods indicated,
based on the Restated Consolidated Financial Information and on the Pro Forma Condensed Consolidated
Financial Information.
(1) Derived from the Restated Consolidated Financial Information. Our Company acquired the assets and liabilities of the Innova
Partnership through a Slump Sale effective March 31, 2021 and acquired UML effective December 31, 2021. Accordingly, our Restated
Financial Information does not include for financial information for UML and the Innova Partnership prior to their acquisition by our
Company and our results are not comparable on a period-to-period basis.
(2) Derived from the Pro Forma Condensed Consolidated Financial Information of our Company for Fiscal 2023. For assumptions and
adjustments, see “Pro Forma Condensed Consolidated Financial Information” on page 105 of this Addendum. Sharon is included in
our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023 as if such acquisition was effective on April 1, 2022.
(3) PAT Margin, a non – GAAP measure, is calculated as profit for the year divided by revenue from operations.
(4) EBITDA, a non – GAAP measure, is calculated as the sum of (i) profit for the year, (ii) total tax expenses, (iii) finance costs and (iv)
depreciation and amortization expense.
(5) EBITDA Margin, a non – GAAP measure, is calculated as EBITDA divided by revenue from operations.
(6) Capital Expenditure is calculated as additions to property, plant and equipment during the year plus additions to other intangible
assets during the year less the balance of capital work in progress at beginning of the year plus balance of capital work in progress at
end of the year.
(7) Working Capital Days is calculated as Working Capital (trade receivables plus inventories plus other current assets minus trade
payables minus other current liabilities minus provisions minus current tax liabilities(net)) as at the end of the year multiplied by the
number of days in the year (i.e. 365 days) divided by revenue from operations.
(8) Fixed Asset Turnover Ratio, a non – GAAP measure, is calculated as revenue from operations divided by sum of property, plant and
equipment as at the end of the year, other intangible assets as at the end of the year and capital work in progress as at the end of the
year.
(9) Return On Equity, a non – GAAP measure, is calculated as profit for the year divided by total equity.
(10) Return On Capital Employed, a non – GAAP measure, is calculated as sum of earnings before interest and tax divided by Capital
Employed. Earnings before interest and tax is calculated as the sum of (i) profit for the year, (ii) total tax expenses, and (iii) finance
costs. Capital Employed is calculated as total assets less total liabilities less goodwill less other intangible assets plus total borrowings
as at the end of the year.
(11) Debt-Equity Ratio, a non – GAAP measure, is calculated by dividing total borrowings by total equity. Total borrowings is calculated
as the sum of (i) non-current borrowings, and (ii) current borrowings.
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For information about Non-GAAP financial measures as set forth in the table above, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators and
Non-GAAP Financial Measures” on page 349 of the Draft Red Herring Prospectus.
Competitive Strengths
Leading presence and one of the fastest growing CDMOs in the Indian pharmaceutical formulations market
In terms of operating income, we were the second largest formulation CDMO in India in Fiscal 2021 and the third
fastest growing formulation CDMO over the period Fiscal 2019 to Fiscal 2021. (Source: CRISIL Report, May
2022). According to CRISL Research, the Indian CDMO space has seen traction in the recent times with big
pharmaceutical companies preferring to outsource R&D as well as manufacturing activities. (Source: CRISIL
Report, May 2022). Many of the pharmaceutical players in order to move to asset light model have been
outsourcing these activities. (Source: CRISIL Report, May 2022). The Indian CDMO market has grown at a rate
of approximately 14% in the last five years from Fiscal 2016 to Fiscal 2020, and CRISIL Research expects this
trend to continue over the next five years from Fiscal 2021 to Fiscal 2026 with the Indian CDMO market projected
to grow at approximately a 14-16% CAGR over the next five years from ₹1,014 billion in Fiscal 2021 to ₹2,000-
2,050 billion in Fiscal 2026. (Source: CRISIL Report, May 2022). According to CRISIL Research, the CDMO
segment growth is expected to be driven by strong demand from outsourcing by big pharma companies both
Indian as well as multinational and global companies. (Source: CRISIL Report, May 2022). We have positioned
our Company to benefit from the growth in the CDMO market by developing strong R&D and manufacturing
operations for our customers to support their domestic sales and exports to certain markets.
Our comprehensive CDMO formulation capabilities allow us to offer our customers multiple dosage forms,
including oral solids, oral liquids, dry syrups and injectables, as well as capabilities in more complex delivery
forms such as modified and sustained release forms and tablets in capsules.
Our CDMO product portfolio spans across both acute and chronic therapeutic areas. We manufacture products
that are in all the top ten therapeutic areas by sales in the Indian formulation market in Fiscal 2021 as identified
by CRISIL Research. (Source: CRISIL Report, May 2022). We manufacture products across some of the key
therapeutic areas identified by CRISIL Research, like antialzheimer, antiasthmatic and bronchodilator,
anticholelithogenic, anticold and antiallergic, antidiabetic, antiemetic, anti-fibrinolytic, anti-fungal, anthelmintic
and antiviral, antihyperurecemia and antigout, antimalarial, antiobesity, antioxidants and vitamins, antispasmodic,
antiulcerative, anxiolytic, anticonvulsant and antipsychotic, cardiovascular, neurotrophic and NSAIDs and
analgesic and antipyretic. (Source: CRISIL Report, May 2022).
Our number of CDMO products sold has grown by 131.43% from 1,066 in Fiscal 2021 to 2,467 in Fiscal 2023
on a restated consolidated basis. In order to maintain our market position, we are continuously expanding our
portfolio.
The table set forth below provides our revenue from our CDMO business on a restated consolidated basis and
such CDMO revenue as a percentage of revenue from operations on a restated consolidated basis for the years
indicated.
In our CDMO business, we have developed strong relationships across the Indian pharmaceutical industry. In
Fiscal 2023, we had 182 CDMO customers. Fourteen of the top fifteen Indian pharmaceutical companies that
CRISIL Research identified as the largest players in the domestic formulation market in Fiscal 2021 have been a
part of our customer base. (Source: CRISIL Report, May 2022). Some of our key customers include Cipla Limited,
Glenmark Pharmaceuticals Limited, Wockhardt Limited, Corona Remedies Private Limited, Emcure
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Pharmaceuticals Limited, Lupin Limited, Intas Pharmaceuticals Limited, Leeford Healthcare Limited, Medley
Pharmaceuticals Limited, Cachet Pharmaceuticals Limited, Eris Healthcare Private Limited, Indoco Remedies
Limited, J. B. Chemicals and Pharmaceuticals Limited, Oaknet Healthcare Private Limited, Zuventus Healthcare
Limited, Ajanta Pharma Limited, Mankind Pharma Limited and Smart Laboratories Private Limited.
The following table sets forth certain information about customers to which we have provided CDMO services
and products on a restated consolidated basis for the years indicated.
The following table sets forth certain information about our top ten CDMO customers on a restated consolidated
basis.
We believe the increasing use of outsourcing by pharmaceutical companies has created opportunities for us to
build more strategic relationships with our customers. We typically enter into long-term CDMO agreements
ranging mostly between two to five years with our customers resulting in predictable and stable cash flows.
Our customer engagements are dependent on us delivering quality products consistently. Our potential customers
may require considerable amounts of time to approve us as suppliers to ensure that all their quality controls are
met and that we meet all their regulatory requirements across a variety of jurisdictions and multiple regulators.
We aim at putting great importance on maintaining our relationships with our top pharmaceutical customers,
building our customer base and strengthening our product basket for existing customers. As of March 31, 2023,
we had 3 sales and marketing personnel focused on our CDMO business.
Our revenue from our CDMO services and products has historically been derived from a diverse customer base.
The following table sets forth the revenue on a restated consolidated basis from our largest customer, top 10
customers and top 20 customers and their contribution to our consolidated restated revenue from operations from
our CDMO Business.
9
Highly efficient operations, including our world class manufacturing facilities and supply chain
We have two manufacturing facilities in Baddi, Himachal Pradesh. Our facilities produce tablets, capsules, dry
syrups, dry powder injections, ointments and liquid orals. According to CRISIL Research, we were ranked third
among our peers in terms of our finished tablet and capsule manufacturing capacity in India. (Source: CRISIL
Report, May 2022). Our manufacturing capacity helps us to provide customers with large volumes and satisfy
their requirements.
In Fiscal 2021, Fiscal 2022 and Fiscal 2023, the total installed capacity of our Company and the Innova
Partnership, on a combined basis (not including Sharon), was of 4,239.31 million, 5,556.73 million and 8,191.59
million tablets, respectively, and 1,591.20 million, 2,048.16 million and 2,472.48 million capsules, respectively,
during the same periods. In Fiscal 2021, Fiscal 2022 and Fiscal 2023, the aggregate manufacturing capacity
utilization of our Company and the Innova Partnership, on a combined basis (not including Sharon), for tablets
was 66.49%, 54.61% and 40.68%, respectively, and for capsules was 60.03%, 52.04% and 55.49%, respectively.
For more information, see “- Manufacturing – Capacity, Production and Capacity Utilization” on page 25 of this
Addendum.
We continuously aim to improve cost-efficiencies and increase productivity in our operations through use of
automation in process equipment as well as use of software in capacity and resource planning. We have
implemented building management system to control our environment, a fully automated water management
system including purified water and water for injection. In the operations, we have an automated contained
material handling system which contributes in improving our quality and obtaining higher yield. We also have an
electronic camera inspection system, wherever required, to identify and remove defects. In addition, we have
integrated auto cartoning and auto collect and shrink machines in our packaging process.
Our manufacturing is efficient, and, according to CRISIL Research, we had the industry’s leading fixed asset
turnover ratios and returns on capital employed in Fiscal 2021. (Source: CRISIL Report, May 2022).
We have also made significant investments in quality management systems and our quality control laboratory
information management system to support ‘electronic-based’ systems in manufacturing and quality controls as
well as validation activities which enable us to undertake data analytics and track product level information across
the different facilities and teams.
We believe that maintaining a high standard of quality for our products is critical to our brand and continued
growth. Across our manufacturing facilities, we have put in place quality management systems and procedures.
The quality department of the Company is responsible for ensuring safety, identity, strength, purity, and quality
for each product manufactured by effective implementation of pharmaceutical quality system processes, as well
as their sequences, linkages and interdependencies. Many of our key customers have audited and approved our
facilities and manufacturing processes in the past, which ensures that the regulator and our customers are able to
confirm the continuance of quality of our facility and processes. In the past three fiscal years, our facilities were
audited 26 times and we had 74 customers’ audits. In addition, our facilities have GMP certifications from the
10
Health and Family Welfare Department, Himachal Pradesh, in conformity with the format recommended by the
WHO and Ethiopia. We believe that our GMP certifications and scale of our operations creates a significant barrier
to entry for new competitors.
We purchase APIs and other materials such as, excipients from third party suppliers domestically. In addition, we
purchase certain APIs from third party international suppliers.
The table set forth below provides our cost of materials consumed and such costs of materials consumed as a
percentage of revenue from operations on a restated consolidated basis and a pro forma consolidated basis for the
years indicated.
Costs of materials 3,014.60 82.44% 5,736.37 79.93% 6,466.06 76.63% 7,377.66 70.56%
consumed
(1) Derived from the Restated Consolidated Financial Information. Our Company acquired the assets and liabilities of the Innova
Partnership through a Slump Sale effective March 31, 2021 and acquired UML effective December 31, 2021. Accordingly, our
Restated Financial Information does not include for financial information for UML and the Innova Partnership prior to their
acquisition by our Company and our results are not comparable on a period-to-period basis.
(2) Derived from the Pro Forma Condensed Consolidated Financial Information of our Company for Fiscal 2023. For assumptions
and adjustments, see “Pro Forma Condensed Consolidated Financial Information” on page 105 of this Addendum. Sharon is
included in our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023 as if such acquisition was effective on
April 1, 2022.
In addition, we source some of our raw materials internationally. The table set forth below provides the costs of
imported raw materials and the costs of such imported raw materials as a percentage of total expenses on a restated
consolidated basis and a pro forma consolidated basis for the years indicated.
% of % of % of % of
₹ million total ₹ million total ₹ million total ₹ million total
expenses expenses expenses expenses
Imported raw material 299.28 8.18% 838.98 11.69% 538.51 6.38% 678.35 6.49%
We seek to maintain high service standards by sourcing most of our API and other materials from a small core of
suppliers with reputations for quality products. We also undertake measures such as assessment questionnaires
for suppliers of raw materials to assess quality systems. Our suppliers are selected based on quality, price, cost
effectiveness, service levels and adequate staff with sufficient knowledge. We look to de-risk our supplier
relationships. Accordingly, we do not have any long-term contracts with our third-party suppliers. Prices are
negotiated for each purchase order, and we generally have more than one supplier for each raw material.
Our branded generics business consists of the development, manufacture and distribution of generic formulation
products, which are marketed and distributed in India. Our domestic and international export branded generics
businesses have been growing rapidly. During Fiscal 2021, Fiscal 2022 and Fiscal 2023, revenue from our
domestic branded generic business on a restated consolidated basis was nil, ₹370.51 million and ₹1,661.61
million, respectively. Revenue from our domestic branded generic business on a pro forma consolidated basis
was ₹1,661.61 million in Fiscal 2023. According to CRISIL Research, the majority of the Indian pharmaceutical
market consists of generic medicines. Branded generics which are generic copies of the original drug with a new
brand name and which are sold through various marketing and sales channels. (Source: CRISIL Report, May
2022). Branded generic products are generic medicines, drugs for which the patents have expired and are typically
used as a substitute for more expensive branded generic medicines in order to offer affordable medicines to
11
patients by the retailers and pharmacies. (Source: CRISIL Report, May 2022). As of Fiscal 2021, branded generics
contributed to 95% of the overall generics industry in India. (Source: CRISIL Report, May 2022).
We have developed a diversified branded generics product portfolio including tablets, capsules, dry syrups, dry
powder injection, ointments and liquid orals.
Our products’ strong brand recognition coupled with our long-term relationships and ongoing active engagements
with our distributors has helped us expand our product offerings and geographic reach. We also sell certain of our
generic drug products online through various e-commerce pharmacy sites. Our sales and marketing team focuses
on maintaining our relationships with our distributors, building our retail pharmacy base and launching new
products. As of March 31, 2023, we had a total sales and marketing team of over 290 personnel focused on our
domestic branded generics business.
In Fiscal 2023, we exported branded generics to 20 countries. We have focused our international branded generic
product business on emerging and semi-regulated international markets. We are expanding our international
branded generics business to regulated markets like the United Kingdom and Canada. As of March 31, 2023, we
have 94 active product registrations with international authorities and 182 fresh registration applications in
process with international authorities. As of March 31, 2023, we have a strong pipeline of over 116 in-process
product dossiers for exports.
Our focus has been on expanding our country approvals and product registrations but also expanding our customer
base and volumes sold to existing customers. As of March 31, 2023, we had a total sales and marketing team of 6
personnel focused on our international business.
The table set forth below provides the contribution of our branded generics businesses to revenue from operations
on a restated consolidated basis in Fiscal 2021, Fiscal 2022 and Fiscal 2023.
Strong R&D focus to build an increasingly complex product portfolio and attract and retain customers
We are a R&D centric organization, and our R&D operations help us attract CDMO customers and grow our
branded generic portfolio. We have a dedicated R&D laboratory and pilot equipment located at our manufacturing
facility in Baddi, Himachal Pradesh. Our R&D laboratory is recognized by the DSIR for in-house R&D work. In
addition, we are looking to establish a new R&D center in Panchkula, Haryana. Our R&D laboratory is equipped
with a suite of equipment for the development of solid oral and liquid dosage forms which includes
RMG/FBP/Compression machine and auto coater. In addition, our analytical laboratory is also equipped with
HPLC, UV/dissolution apparatuses, Karl Fischer moisture analyzers, sonicators, disintegration testers, thermal
stability units and fume hoods.
R&D is critical to maintaining our competitive position, addressing changing consumer trends and industry
developments. Accordingly, we aim at increasingly engaging in R&D activities to develop various generic
products, manufacturing processes and technologies for diverse therapeutic segments. In particular, our R&D
laboratory is focused on developing processes for the manufacture of upcoming patent expired products. We also
follow our policy of process validation involving process design based on the knowledge we gain through
development and up-scale activities. Thereafter, we run checks for process qualification where we ascertain if the
products are capable of reproducible commercial manufacturing.
We aim at using our inhouse R&D to develop different type of capsules, like tablets in capsule and modified and
sustained release forms. We are increasingly engaged in R&D activities to develop various generic products,
manufacturing processes and technologies for diverse segments. Through our R&D team we are adding products
produced by nano technology as well as modified and sustained release and tablets in capsules. We have
successfully utilized our R&D capabilities to develop various products, processes and technologies for diverse
12
therapeutic segments. Our R&D has and will continue to assist us in developing newer technologies, delivery
systems and manufacturing processes for existing as well as new products, which will help reduce the cost of
production, simplify manufacturing processes to improve safety, reduce environmental load and provide us with
other growth opportunities.
Complex generic products are hybrid drugs whose authorization depends partly on the results of the tests on the
reference medicine and partly on new data from clinical trials and are expected to have same clinical effect and
safety profile as the branded drugs. (Source: CRISIL Report, May 2022). Complex generic drugs and ‘value-added
generics’ enable the manufacturers and marketeers to provide a differentiated product to the market with improved
safety, efficacy and cost. (Source: CRISIL Report, May 2022). Through our R&D team we aim to add products
produced by nano technology as well as modified and sustained release and tablets in capsules, liquid injectables
and Respules (Inhalations solutions) dosage forms.
Nano technology for drug delivery is among the emerging technologies for drug delivery and CDMO players are
developing capabilities in this space. (Source: CRISIL Report, May 2022). Our R&D has developed a new
formulation by drawing ternary phase diagrams and performing various experiments to keep our nano products in
nano range (1nm to 200nm) to achieve better absorption as well as stability of drug in formulation. Our first
product using nano technology, in liquid suspension dosage form, was commercialized in Fiscal 2022 for the
domestic market.
Another emerging area, according to CRISIL Research, is the use of modified release dosage forms. (Source:
CRISIL Report, May 2022). Modified release dosage forms are formulations where the rate and/or site of release
of the active ingredients are different from that of the immediate release dosage form administered by the same
route. (Source: CRISIL Report, May 2022). Our facilities produce tablets, capsules, dry syrups, dry injections,
ointments and oral liquids. We have been developing the technology to produce modified release dosage forms to
capture the market demand for these products and enhance our therapeutic advantage in overall product basket.
We have been using our inhouse R&D to develop different type of capsules, like tablets in capsule, tablets with
pallets or powder in a capsule. These capsules offer an efficient control of drug release.
Further, we have developed process innovations inhouse including top spray in fluid bed systems in granulation
and bottom spray in fluid bed systems in granulation. We have commercialized 43 products in our portfolio since
Fiscal 2021.
As part of our quality check system, we also have audit programs such as a change control program, a stability
testing program, a calibration program, a compliant system and a reserve sample management program. We use
our own R&D resources to develop, optimize and standardize our formulations and manufacturing process, and
conduct the required stability testing as well as conduct clinical studies through qualified third-party contract
research organizations to obtain the requisite regulatory licenses required to manufacture such complex generic
products. Further, the development and manufacturing of complex generic products typically involves a higher
degree of expertise and trained manpower and also utilizes higher overall process times which is also reflected
higher margins in comparison to conventional products. (Source: CRISIL Report, May 2022). In addition, the
manufacturing of complex generics provides for higher profitability owing to limited competition with presence
of only a few players. (Source: CRISIL Report, May 2022). We believe our R&D efforts to develop complex
products will not only assist us in attracting and retaining CDMO customers, but also will contribute to branded
generics business domestically and exports internationally.
As of March 31, 2023, we employed a team of 30 scientists and engineers at our R&D laboratory. Our team
includes professionals experienced in formulation and analytical method development.
We have demonstrated strong growth in terms of revenues and profitability. In terms of operating income, we
were the third fastest growing formulation CDMO over the period Fiscal 2019 to Fiscal 2021. (Source: CRISIL
Report, May 2022).
13
Restated Consolidated Financials(1) Pro Forma
Condensed
Consolidated
Financial
Information(2)
Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2023
Revenue from operations 4,106.62 8,005.26 9,263.80 11,185.96
Sale of Goods and Services 397.91 767.81 806.63 2,234.83
outside India *
Sales of Goods & Services 9.69% 9.59% 8.71% 19.98%
outside India (% of Revenue
from Operations)
Profit for the year 345.00 639.53 679.54 1,011.20
PAT Margin(3) 8.40% 7.99% 7.34% 9.04%
EBITDA(4) 558.57 989.03 1,228.45 1,972.75
EBITDA Margin(5) 13.60% 12.35% 13.26% 17.64%
Capital Expenditure(6) 110.63 768.30 260.99 310.84
Working Capital Days(7) 123 99 99 100
Fixed Asset Turnover Ratio(8) 4.88 5.10 5.37 3.56
Return On Equity(9) 23.82% 30.66% 24.58% 31.06%
Return On Capital 26.54% 23.46% 22.61% 24.04%
Employed(10)
Notes:
(1) Derived from the Restated Consolidated Financial Information. Our Company acquired the assets and liabilities of the Innova
Partnership through a Slump Sale effective March 31, 2021 and acquired UML effective December 31, 2021. Accordingly, our Restated
Financial Information does not include for financial information for UML and the Innova Partnership prior to their acquisition by our
Company and our results are not comparable on a period-to-period basis.
(2) Derived from the Pro Forma Condensed Consolidated Financial Information of our Company for Fiscal 2023. For assumptions and
adjustments, see “Pro Forma Condensed Consolidated Financial Information” on page 105 of this Addendum. Sharon is included in
our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023 as if such acquisition was effective on April 1, 2022.
(3) PAT Margin, a non – GAAP measure, is calculated as profit for the year divided by revenue from operations.
(4) EBITDA, a non – GAAP measure, is calculated as the sum of (i) profit for the year, (ii) total tax expenses, (iii) finance costs and (iv)
depreciation and amortization expense.
(5) EBITDA Margin, a non – GAAP measure, is calculated as EBITDA divided by revenue from operations.
(6) Capital expenditure is calculated as additions to property, plant and equipment during the year plus additions to other intangible assets
during the year less the balance of capital work in progress at beginning of the year plus balance of capital work in progress at end of
the year.
(7) Working Capital Days is calculated as Working Capital (trade receivables plus inventories plus other current assets minus trade
payables minus other current liabilities minus provisions minus current tax liabilities(net)) as at the end of the year multiplied by the
number of days in the year (i.e. 365 days) divided by revenue from operations.
(8) Fixed asset turnover ratio, a non – GAAP measure, is calculated as revenue from operations divided by sum of property, plant and
equipment as at the end of the year, other intangible assets as at the end of the year and capital work in progress as at the end of the
year.
(9) Return on equity, a non – GAAP measure, is calculated as profit for the year divided by total equity.
(10) Return on Capital Employed, a non – GAAP measure, is calculated as sum of earnings before interest and tax divided by Capital
Employed. Earnings before interest and tax is calculated as the sum of (i) profit for the year, (ii) total tax expenses, and (iii) finance
costs. Capital Employed is calculated as total assets less total liabilities less goodwill less other intangible assets plus total borrowings
as at the end of the year.
* Excluding duty drawback and export incentives
As per the credit rating letter dated April 7, 2022, we had a “A2+” short term debt credit rating and a “A-” long
term debt credit rating from CARE rating agency. However, following the acquisition of Sharon, our long-term
bank facilities have been rated CARE A- (RWN) and our short-term bank facilities have been rated CARE A2+
(RWN). According to CRISIL Research, we had the industry’s leading fixed asset turnover ratios and returns on
capital employed in Fiscal 2021. (Source: CRISIL Report, May 2022).
We are led by a qualified and experienced management team that we believe has the expertise and vision to
manage and grow our business. Our promoter and co-founder, Mr. Manoj Kumar Lohariwala, is our Chairman
and Whole-time Director, with approximately 25 years’ industry experience in the field of manufacturing and
marketing of pharmaceutical products. Our promoter and co-founder, Mr. Vinay Kumar Lohariwala, is our
Managing Director with approximately 20 years’ industry experience in the field of manufacturing and marketing
of pharmaceutical products. In addition to our Promoters, our senior management team is also very experienced
in the pharmaceutical industry, many of whom have worked in multi-national companies in the past and possess
14
a range of qualifications, including graduate and post-graduate degrees in science and pharmacy. We believe that
the knowledge and experience of our Promoters, along with senior management, and our team of dedicated
personnel provide us with a significant competitive advantage as we seek to expand into new products, grow our
existing markets and enter new geographic markets.
Further, we are supported by our technically qualified employee team who possess a range of qualifications,
including graduate and post-graduate degrees in science and pharmacy. Our employee base was over 1,600
employees as of March 31, 2023 (not including Sharon). Our position as the second largest pharmaceutical
formulation CDMO represents a significant competitive advantage in attracting and retaining high-quality
scientists required to successfully differentiate our service and product offerings from those of other CDMOs.
Our Strategies
CDMOs are considered an important and growing part of the pharmaceutical value chain. (Source: CRISIL
Report, May 2022). The CDMO market in India is competitive and, hence, differentiation is important to remain
competitive in the market. According to CRISIL Research, players with differentiated technologies, offering
complex manufacturing and having high barriers to entry and higher regulatory compliance enjoy higher growth
and higher margins as compared to their peers. (Source: CRISIL Report, May 2022).
The Indian CDMO market has grown at a rate of approximately 14% in the last five years from Fiscal 2016 to
Fiscal 2020, and CRISIL Research expects this trend to continue over the next five years from Fiscal 2021 to
Fiscal 2026 with the Indian CDMO market projected to grow at approximately a 14-16% CAGR over the next
five years from ₹1,014 billion in Fiscal 2021 to ₹2,000-2,050 billion in Fiscal 2026. (Source: CRISIL Report, May
2022).
According to CRISIL Research, out of the approximately ₹1.47 trillion domestic formulations market in Fiscal
2021, oral solids dominated with an approximate 64% share in terms of value and volume as of Fiscal 2021 and
the injectables segment constituted 14-15% of all dosage forms catered by domestic formulations industry in
Fiscal 2021. (Source: CRISIL Report, May 2022).
By expanding our manufacturing capacity in these areas, we will be able to expand our product offering in both
our CDMO and our branded generic businesses. Accordingly, we are planning to construct a new 240,916 sq. ft
facility in Jammu, which will include tablets, capsules, dry syrups and injections. The estimated total project cost
for this new manufacturing facility at Jammu is ₹3,551.72 million, as certified by Ravinder K. Sharma & Co.
Chartered Accountants. We have also acquired the necessary land to build this new facility. We anticipate
benefitting from the New Central Sector Scheme for Industrial Development of Jammu & Kashmir through this
upcoming manufacturing facility in Jammu. Under this scheme, the GoI offers companies registered under the
scheme a capital investment incentive, a capital interest incentive, a goods and service tax incentive and a working
capital interest incentive.
As on July 31, 2023, we have made the following progress on construction of our new Jammu Facility:
15
• Consent to Establish received from the Jammu and Kashmir State Pollution Control Board.
We acquired Sharon, a listed entity undergoing CIRP under the IBC. Sharon is engaged in the business of
manufacturing of intermediates and APIs and also offers contract manufacturing services for pharmaceutical
products. Sharon caters to both domestic as well as international markets including Canada, the United Kingdom,
Europe, Australia and Central and South America. Sharon has manufacturing plants located in Dehradun,
Uttarakhand and Taloja, Maharashtra.
Expand the wallet share of existing customers and develop new customers
We aim to expand our business with existing customers and to develop new customers. We aim to increase the
formulations manufactured for our existing customers through us by leveraging our inhouse R&D and large-scale
manufacturing capabilities. Further, we aim to build additional business from our existing customers by the
expansion of our portfolio into new products and more complex dosages as well as the expansion of our
manufacturing capacities. For example, our number of CDMO products sold has grown by 131.43% from 1,066
in Fiscal 2021 to 2,467 in Fiscal 2023, on a restated consolidated basis. Such expansion will also help us develop
new customers as we are able to service a wider and deeper set of requirements of such customers.
Our customer relationships are longstanding. We had 239 customers in aggregate in Fiscal 2021, Fiscal 2022 and
Fiscal 2023, on a restated consolidated basis, and we have enjoyed business relationships of more than five years
with 45.19% of these customers. We added 95 customers in aggregate in Fiscal 2021, Fiscal 2022 and Fiscal 2023,
on a restated consolidated basis.
Some of our key customers include Cipla Limited, Glenmark Pharmaceuticals Limited, Wockhardt Limited,
Corona Remedies Private Limited, Emcure Pharmaceuticals Limited, Lupin Limited, Intas Pharmaceuticals
Limited, Leeford Healthcare Limited, Medley Pharmaceuticals Limited, Cachet Pharmaceuticals Limited, Eris
Healthcare Private Limited, Indoco Remedies Limited, J. B. Chemicals and Pharmaceuticals Limited, Oaknet
16
Healthcare Private Limited, Zuventus Healthcare Limited, Ajanta Pharma Limited, Mankind Pharma Limited and
Smart Laboratories Private Limited. We believe that the relationships that we have enjoyed with our customers
over the years are an indication of our position as a preferred supplier. We believe that our continuing R&D
endeavours and our reputation for quality and timely delivery will help us to increase our wallet share and product
portfolio with existing customers.
We have a sales and marketing team. As of March 31, 2023, we had a total sales and marketing team of 300
personnel. We have a sales and marketing office in Panchkula, Haryana. In addition, as of March 31, 2023, we
had a team of 6 sales personnel to assist our international sales and marketing efforts.
We intend to use our reputation and brand in our CDMO business to expand our customer base for our new
products. Further, our R&D has played a key role in the expansion of our commercialized product portfolio
increased from 18 products in Fiscal 2021 to 18 products in Fiscal 2022 to 7 products in Fiscal 2023. We believe
that our R&D capabilities for new products will be significant in attracting new customers to our business.
Our R&D operations is the growth engine for our business, and we will continue to focus on expanding our
research activities for our CDMO and branded generic businesses. In Fiscal 2024, we have 72 new therapeutic
generic products in the development stage and expect that 30 new generic products will be commercialized in
Fiscal 2024. Accordingly, we endeavor to keep R&D expenditure at current levels and will continue to invest in
R&D capital expenditure. For example, we have been focused on nano technology, modified and sustained release
dosage forms, liquid injectables and respules (inhalations solutions).
As March 31, 2023, we have 182 fresh registration applications in process internationally. Further, as of March
31, 2023, we had begun preliminary research on over 12 formulations that had gone (or are going) off patent.
We are also looking to expand the capacity of our R&D laboratories. In addition, we are looking to establish a
new R&D center in Panchkula, Haryana. We have already acquired land for the same. The new R&D center will
be equipped with advanced equipment and instruments and will focus on the development of generic and complex
generic products.
In Fiscal 2023, we exported generic products to 20 countries. We have focused our international branded generic
business on emerging and semi-regulated international markets. We are expanding our international branded
generics business to regulated markets like the United Kingdom and Canada. As of March 31, 2023, we have 94
active product registrations (and 23 registration subject to renewal) with international authorities and 182 fresh
registration applications in process with international authorities.
CRISIL Research expects India’s formulation exports to increase at a 6-8% CAGR from Fiscal 2021 to Fiscal 26,
compared to an approximate 8-9% CAGR over the previous five years. (Source: CRISIL Report, May 2022).
Our strategy is also to expand our exports to developed markets like the United Kingdom, and Canada. We are
currently working with customers in Canada, and the UK to obtain product approvals. For example, in Canada,
we are working with a pharmaceutical company to develop various products which we will manufacture and our
partner will market. Our R&D team is working with our partner to develop drugs which we aim to submit to the
concerned regulatory authority. In addition, in Canada, through the technology transfer route, we are looking to
manufacture two products in solid dosage form. The products are waiting for regulatory clearance. In the United
Kingdom, through technology transfer route, we are introducing three new products in both solid as well as dry
powder injection dosage form for the UK market. The products are waiting for regulatory clearance. We are
currently developing six product formulations for the European market. We have completed a submission batch
manufacturing (exhibit batch) to The European Medicines Agency (EMA) for two of these products.
In addition, we aim to continue expand our range of generic products to meet the requirements of the markets we
cater to. As of March 31, 2023, we had a total sales and marketing team of 6 personnel focused on our international
business and we plan to increase our marketing efforts to pharmaceutical companies in our target market countries.
Our sales and marketing efforts will be focused on attending international trade fairs and exhibitions; frequent
country visits by our marketing team, showcasing our manufacturing facilities and marketing our international
product dossier and data.
17
Expanding our domestic branded generics business
According to CRISIL Research, the domestic formulations segment (consumption) is expected to grow at an
approximate 10-12% CAGR over the next five years from Fiscal 2021 to Fiscal 2026 driven by strong demand in
generic segment. (Source: CRISIL Report, May 2022). The domestic formulations demand is expected to reach
₹2.6-2.7 trillion by Fiscal 2026. (Source: CRISIL Report, May 2022).
In Fiscal 2023, we marketed our domestic branded generics business through a developed network of
approximately 5,000 distributors and stockists and over 150,000 retail pharmacies across India. We aim to grow
our pan-Indian network to include more retailers and expand our geographic reach. To that end, we are employing
a sales and marketing field team to expand our distributor, stockist and retailer relationships and support our new
generic product launches. As of March 31, 2023, we had over 290 marketing representatives, and we look to
further expand our team during Fiscal 2024. In addition, we plan to expand our target-based incentive schemes
to boost sales from our distributors and we also aim to attract new retailers by continuous engagement.
We will look to capitalize on the growth in the pharmaceuticals market in India by pursuing strategic acquisitions
with a focus on backward integration or expansion of capabilities in terms of capacity or products. In particular,
we will look for targets with R&D and manufacturing assets that are in line with our existing or desired
competencies as well as having the profitability metrics that fit in with our business philosophy. We also will
look for opportunities to acquire businesses to add additional pharmaceutical, chemistry or technological
competencies or to expand our product portfolio into new brands, new dosage capabilities or enter therapeutic
segments where we are currently not present (for example, liquid injectables, hormones and oncology products).
In addition, we will look for targets that present backward integration opportunities that could improve our supply
chain efficiency, working capital and reliability of raw material procurement. Further, we are focused on
identifying acquisition targets that have natural synergies with our business and that will benefit from our
management expertise, our R&D and manufacturing competencies and the scale of our pan-Indian distribution
network.
Sharon is engaged in the business of manufacturing of intermediates and API as well as finished dosages. It also
offers contract manufacturing services for pharmaceutical products. Sharon caters to both domestic as well as
international markets including Canada, the United Kingdom, Europe, Australia and Central and South America.
Sharon has manufacturing plants located in Dehradun, Uttarakhand and Taloja, Maharashtra. As of March 31,
2023, Sharon had 564 employees. We had Nil revenue from Sharon on a restated consolidated basis in Fiscal
2021, Fiscal 2022 and Fiscal 2023. Revenue from Sharon on a pro forma consolidated basis was ₹1,922.16 million
in Fiscal 2023.
Sharon engages in commercial manufacturing of generic products including (i) formulation generic products and
(ii) APIs and intermediates for generic formulations. Sharon enters contract manufacturing agreements with its
customers. Sharon offers its customers solid oral dosage forms, including tablets and capsules. Sharon’s major
formulation products include paracetamol tablets, famciclovir tablets, trazodone IR and MR tablets, Celecoxib
capsules, Loperamide capsules, Ezetimibe tablets and Azithromycin tablets. Sharon also manufactures APIs and
intermediates in key therapeutic areas including cardio-vascular, anti-fungal, anti-diabetic, muscle relaxant and
anti-psychotic. Sharon’s major API and intermediate products were Eperisone Hydrochloride, Trimetazidine
Hydrochloride, Miconazole Nitrate, Ketoconazole and Nifedipine. Also, three API products are vertically
integrated to formulations, which comprise Aripiprazole, Memantine Hydrochloride and Trazodone
Hydrochloride.
The table set forth below sets forth the contribution of Sharon’s branded generics businesses to Sharon’s revenue
from operations in Fiscal 2021, Fiscal 2022 and Fiscal 2023.
18
(in ₹ million)
Category Formulation API CRO Services(1) Total
Domestic 283.55 162.78 27.86 474.19
Exports 948.76 385.86 113.35 1,447.96
(including
duty drawback
and export
incentives)
Total 1,232.31 548.64 141.20 1,922.16
1) CRO services performed at Sharon’s R&D Sanctuary.
In Fiscal 2023, Sharon formulation sales were mainly exports to Canada, the United Kingdom, Europe, Australia
and Central and South America. Major formulation customers of Sharon included global and regional
pharmaceutical companies. In Fiscal 2023, Sharon’s APIs and intermediates sales included domestic sales to
customers and exports sales to customers primarily located in Europe, Korea and Vietnam.
Sharon also has established Sa-ford, a sanctuary for Research and Development (“Sa-Ford” or the “R&D
Sanctuary”), which is Sharon’s initiative towards building a contract research organization. Sa-Ford also offers
services in the areas of chemistry (physico-chemical characterization, 5-batch analysis and analytical method
development). Sharon’s R&D Sanctuary has its footprints across the globe including south east Asia, Europe and
Australia. As of March 31, 2023, Sharon’s Research and Development department consists of 70 employees.
Sharon has two manufacturing facilities located in Dehradun, Uttarakhand and Taloja, Maharashtra and a research
facility at Taloja, Maharashtra. In Fiscal 2023, for Dehradun Facility (Formulation), the total installed capacity
was of 2,012.10 million tablets and capsules and for Taloja facility (API), the total installed capacity was of
313.31 metric tonne. In Fiscal 2023, for Dehradun Facility (Formulation), the manufacturing capacity utilization
of tablets & capsules was 48 % and for Taloja facility (API), the manufacturing capacity utilization was 49.60%.
Assumptions:
Following assumptions and estimates has been made by the management and taken into account / verified by
Parashar & Co., Chartered Engineer, while certifying the details above:
Formulation division:
1. The installed capacity of the manufacturing facilities of Sharon has been calculated by using the
equipment manufacturer’s rated maximum capacity for an installed equipment and adjusting it at a
specific of rated maximum capacity, considering Operation Feasibility and to avoid M/c breakdown,
product and personnel safety including down time between any batches due to product change over
related equipment cleaning, scheduled breaks are taken into account to calculate the installed capacity
during the year/ period.
2. Industry players use different methodology for installed capacity and capacity utilization in accordance
with their business model. The assumptions and estimates taken into account include that each
manufacturing facility of Sharon operates for 312 days in a year in two daily shifts for installed capacity
as notional capacity for capacity utilization. This methodology is consistent with industry practice.
3. Capacity utilization has been calculated on the basis of actual production during the relevant period
divided by the aggregate installed capacity of relevant manufacturing units of Sharon as of at the end of
the relevant period.
API division:
1. The Installed capacity has been calculated based on the available reaction hrs to produce existing product
mix. Reaction hrs has been worked after considering Holidays, Preventive maintenance, cleaning time
between 2 batches and due to product change over. Installed capacity has been worked based on bottle
neck out of various stages production. Installed capacity includes both Intermediate and Finished stages
production
2. Industry players use different methodology for installed capacity and capacity utilization in accordance
with their business model. The assumptions and estimates taken into account include that manufacturing
19
facility of Sharon operates for 275 days in a year on continuous basis for installed capacity as notional
capacity for capacity utilization.
3. Capacity utilization has been calculated on the basis of actual production during the relevant period
divided by the aggregate installed capacity of relevant manufacturing units of Sharon as of at the end of
the relevant period.
Sharon’s Dehradun facility is able to carry out flexible batch sizes for Oral Solid Dosage for formulations ranging
from 30 kg to 2000 kg. The Dehradun facility has 5 lines of wet granulation and 1 line of dry granulation, 7
compression lines, 1 capsule filling line (with capacity of 150,000 per hour), automated coaters, automated
packaging machines and a 2D barcode facility for EU exports. The Dehradun facility is also equipped with
chromatography (liquid, gas, ion, thin layer), particle analyzer IR & UV spectrophotometer, atomic absorption
spectrophotometer, viscometer, dissolution test apparatus, stability chambers, incubators and autoclaves.
Sharon’s Dehradun facility has received a GMP certificate from Food Safety and Drugs Administration Authority,
Dehradun. The Dehradun facility’s power is sourced through the local state power grid and its own generators.
Sharon’s Taloja facility has three independent manufacturing, powder processing and finishing lines capable of
handling batches from low pilot scale to as high as 750 kg sizes. The Taloja facility has glass line reactors (80 ltrs
to 4000 ltrs), 14 stainless steel reactors, 2 MSGL reactors and 18 air handling units. The Taloja facility is also
equipped with chromatography (liquid, gas, ion, thin layer), stability chambers, incubators and autoclaves. It is
equipped with its own boilers, 1200 KVA transformer, back-up generators, cooling towers and air compressors.
The Taloja facility has received the GMP certificate from Food and Drugs Administration, Maharashtra in the
format recommended by WHO and was last inspected by US FDA in February with establishment inspection
report closed in April 2019.
Sharon’s R&D Sanctuary at Taloja is a contract research facility. The facility has the maximum housing capacity
of approximately 8000 animals which comprises of rats, rabbits, guinea pigs, mice, birds and fishes. The facility
has accreditation from AAALAC (Association for Assessment and Accreditation of Laboratory Animal Care)
International. The facility is registered for research for commercial purpose and in-house breeding of small
animals with Committee for the purpose of Control and Supervision of Experiments on Animals (CPCSEA) of
India. It has also constituted the Institutional Bio-safety Committee (IBSC) which includes a nominee from the
GoI’s Department of Biotechnology which is mandatory for organisations which carry out or are engaged in
research activities involving genetic manipulation of genetic materials, microorganisms, plants or animals.
Sharon has its own warehouse facilities, and uses third-party logistics providers for the transportation of its
products and/or raw materials.
As of March 31, 2023, Sharon had 564 employees. The Taloja facility (manufacturing intermediaries and API
workers) has two recognised trade unions with long term settlements in place until December 2024, and the Taloja
facility (toxicology R&D workers) have two recognised trade unions with long term settlements in place until
May 2024.
Our Business
We have three businesses: (i) CDMO services and products, (ii) domestic branded generics and (iii) international
branded generics.
20
The table set forth below sets forth our revenue from operations by business and as a percentage of revenue from
operations on a restated consolidated basis and a pro forma consolidated basis for the years indicated.
(1) Derived from the Pro Forma Condensed Consolidated Financial Information of our Company for Fiscal 2023. For assumptions and
adjustments, see “Pro Forma Condensed Consolidated Financial Information” on page 105 of this Addendum. Sharon is included
in our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023 as if such acquisition was effective on April 1,
2022.
* Including incentives and scrap sales
Our CDMO services and products include commercial large-scale manufacturing of generic products. We aim to
deliver customized and efficacious generic products to our customers. Thereafter, we purchase APIs and other
materials such as, excipients from third party suppliers domestically. In addition, we purchase certain APIs from
third party international suppliers. After manufacturing, the focus shifts to packaging and then distribution and
marketing.
Our comprehensive CDMO formulation capabilities allow us to offer our customers multiple dosage forms,
including oral solids, oral liquids, dry syrups and injectables, as well as capabilities in more as well as more
complex delivery forms such as modified and sustained release forms and tablets in capsules. We also have added
products using new technologies like nano technology.
CDMO Agreements
Our CDMO agreements are typically long-term in nature where the validity of the contract usually ranges between
two to five years, with the option of renewal on mutually agreed terms. Our CDMO agreements with our
customers typically (i) provide that the quality, quantity and specifications for the products shall be approved by
the customer and be in accordance with the requirements specified in the relevant agreements; (ii) require us to
be responsible for the procurement of raw materials and packaging materials in accordance with the specifications
provided by the customer and in certain cases, the vendor shall be approved by the customer; and (iii) provide
that the pricing and supply terms shall be mutually agreed upon between the customer and us, and in accordance
with the purchase orders placed.
In addition, certain of our agreements require customers to provide periodic forecasts and estimates indicating the
quantities of the product they intend to purchase, however, certain portions of such forecasts and estimates are
non-binding in nature. Our CDMO agreements also typically provide the customer the right to return/ reject the
product in case it fails to meet the specified specifications within a stipulated timeframe and we are responsible
to replace such products free of any additional cost within a stipulated timeframe along with providing indemnity
21
to the customer for losses arising from breach of obligations, quality, contents, characteristics of the products and
manufacturing defect. In cases of recall of the product manufactured by our Company, our CDMO agreements
typically require us to bear all the expenses and costs of such recall either upfront or by way of deduction from
our bills. Further, our CDMO customers are typically provided the right to audit our manufacturing facilities,
processes or systems, under such agreements, by providing a certain amount of notice. In certain CDMO
agreements, our CDMO customers have the right to subject our products to quality control assessments either by
themselves or by independent testing authorities, and in case the defect is attributable to us, we are required to
recall the products at our own cost and expenses. In addition, in respect of intellectual property under the
respective agreements, certain CDMO agreements specifically provide that the trademark is owned by the
customer and certain CDMO agreements specifically provide that the trademark is owned by the customer and
some agreements provide that we will be required to indemnify the customers in case of third-party infringements.
Certain CDMO agreements also allow our customers to opt for terminating the agreement with our Company if
there is any change in control or management of our Company. Also, see, “Risk Factors - Our CDMO agreements
impose several contractual obligations upon us. If we are unable to meet these contractual obligations and/or
our customers perceive any deficiency in our service we may face legal liabilities and consequent damage to our
reputation which may in-turn adversely impact our business, results of operations and financial condition” on
page 39 of the Draft Red Herring Prospectus.
Our domestic branded generics business consists of generic products, which are marketed, distributed and
promoted in India under our own brand names and manufactured by us. Our branded generics business consists
of the development, manufacture and distribution of generic formulation products, which are marketed and
distributed in India. According to CRISIL Research, the Indian pharmaceutical market is dominated by branded
generics which are generic copies of the original drug with a new brand name and which are sold through various
marketing and sales channels. (Source: CRISIL Report, May 2022). Branded generic products are generic
medicines, drugs for which the patents have expired and are typically used as a substitute for more expensive
branded generic medicines in order to offer affordable medicines to patients by the retailers and pharmacies.
(Source: CRISIL Report, May 2022). We commenced our branded generics with a strategic intention to capitalize
on the market opportunity presented by India’s unmet need of affordable and quality medicines.
We offer our customers multiple dosage forms, including oral solids, oral liquids, dry syrups and injectables, as
well as capabilities in more complex delivery forms such as modified and sustained release forms and tablets in
capsules. We also have added products using new technologies like nano technology. Our products cover the
following therapeutic areas:
In Fiscal 2023, we exported branded generic products to 20 countries. We have focused our international branded
generic product business on emerging and semi-regulated international markets. We are expanding our
international branded generics business to regulated markets like the United Kingdom and Canada. As March 31,
2023, we have 94 active product registrations (and 23 registration subject to renewal) with international authorities
and 182 fresh registration applications in process with international authorities.
22
As of March 31, 2023, we had international accreditations in the markets set forth below, and in most of these
markets our manufacturing facilities are audited by the applicable authority.
Customers
Our CDMO business caters to the Indian pharmaceutical companies, our domestic branded generic products
businesses caters to the end-user market through a strong network of distributors, stockists and retail pharmacies;
and our international business caters to pharmaceutical companies and international distributors.
We believe that our operational track record in successful delivery of products, R&D, quality and technical
standards and productivity has facilitated the strengthening of our customer base and helped us in expanding our
product and service offerings as well as geographic reach. Our ability to maintain our track record helps strengthen
trust and engagement with our customers, which enhances our ability to retain them and extend our engagement.
CDMO customers
In our CDMO business, we have developed relationships across the Indian pharmaceutical industry. In Fiscal
2023, we had 182 CDMO customers. Fourteen of the top fifteen Indian pharmaceutical companies that CRISIL
Research identified as the largest players in the domestic formulation market in Fiscal 2021 have been a part of
our customer base. (Source: CRISIL Report, May 2022). Some of our key customers include Cipla Limited,
Wockhardt Limited, Glenmark Pharmaceuticals Limited, Corona Remedies Private Limited, Emcure
Pharmaceuticals Limited, Lupin Limited, Intas Pharmaceuticals Limited, Leeford Healthcare Limited, Medley
Pharmaceuticals Limited, Cachet Pharmaceuticals Limited, Eris Healthcare Private Limited, Indoco Remedies
Limited, J. B. Chemicals and Pharmaceuticals Limited, Oaknet Healthcare Private Limited, Zuventus Healthcare
Limited, Ajanta Pharma Limited, Mankind Pharma Limited and Smart Laboratories Private Limited.
The following table sets forth the number of domestic customers on a restated consolidated basis to which we
have provided CDMO services and products in the periods indicated:
For more information, see “- Competitive Strengths - Well established relationships with our marquee CDMO
customer base” on page 8 of this Addendum.
Our branded generics business is diversified, and we are not dependent on a small number of distributors. In
Fiscal 2023, we sold our branded generic products through a developed network of approximately 5,000
distributors and stockists and over 150,000 retail pharmacies across India. Our pan-Indian reach, we believe gives
us a competitive advantage over smaller players. Our products’ strong brand recognition coupled with our long-
term relationships and engagements with our distributors has helped us expand our product offerings and
geographic reach.
International exports
We export generic products to emerging and semi-regulated international markets. In Fiscal 2023, we exported
generic products to 20 countries. We have focused our international branded generic product business on
emerging and semi-regulated international markets but are expanding our business to regulated markets like the
United Kingdom and Canada.
23
Research and Development
The foundation of our Company is our in-house research and development. We have a dedicated R&D laboratory
and pilot equipment located at our manufacturing facility in Baddi, Himachal Pradesh. Our R&D laboratory is
recognized by DSIR for in-house R&D work. In addition, we are looking to establish a new R&D center in
Panchkula, Haryana, as well as a new facility in Jammu.
As of March 31, 2023, we employed a team of 30 scientists and engineers at our R&D laboratory. Our team
includes professionals experienced in formulations development and analytical method development. With a view
to further strengthen our R&D capabilities, we aim to appoint scientists of varied experience and expertise at our
R&D laboratory with an objective to successfully implement our strategy of early identification of development
and manufacturing opportunities.
Our R&D laboratory is equipped with a suite of equipment for the development of solid oral and liquid dosage
forms which includes RMG/FBP/Compression machine and auto coater. In addition, our analytical laboratory is
also equipped with HPLC, UV/dissolution apparatuses, Karl Fischer moisture analyzers, sonicators, disintegration
testers, thermal stability units and fume hoods. Our R&D has played a key role in the expansion of our
commercialized product portfolio. We have successfully developed through our inhouse R&D products in the
categories of immediate release, super bioavailability capsules, and nano size formulation for increased
bioavailability. We also have experience in handling CDMO and loan license projects.
Manufacturing
We have two manufacturing facilities in Baddi, Himachal Pradesh. Our facilities produce tablets, capsules, dry
syrups, dry injections, ointments and oral liquids.
Our manufacturing facilities are equipped with modern machinery and equipment which enable us to produce our
products like rapid mixer granulators, fluidized bed processors, square cone/octagonal blenders, compression
machines, auto-coaters, automatic capsule filling machined, liquid manufacturing tanks, fully automatic liquid
sealing and filling machine, rotary vial washing machines, sterilization and depyrozenation machines, dry
injection powder filling and bunging machines, serialization and tamper evident machines, auto-cartonators
(automatic cartoning machines), bung processor cum steam sterilization machines and autoclave cum steam
sterilization machines.
Our facilities are ISO 9001:2015 (quality management system) certified. Our facilities have GMP certifications
from the Health and Family Welfare Department, Himachal Pradesh, in conformity with the format recommended
by the WHO and Ethiopia.
24
In Fiscal 2021, Fiscal 2022 and Fiscal 2023, the total installed capacity of our Company and the Innova
Partnership, on a combined basis (not including Sharon) , was of 4,239.31 million, 5,556.73 million and 8,191.59
million tablets, respectively, and 1,591.20 million, 2,048.16 million and 2,472.48 million capsules, respectively,
during the same periods. In Fiscal 2021, Fiscal 2022 and Fiscal 2023, the aggregate manufacturing capacity
utilization of our Company and the Innova Partnership, on a combined basis (not including Sharon), for tablets
was 66.49%, 54.61% and 40.68%, respectively, and for capsules was 60.03%, 52.04% and 55.49%, respectively.
The following tables sets forth information relating to the installed capacity, actual production and capacity
utilization of our Company and the Innova Partnership, on a combined basis, at our two manufacturing facilities
for the period indicated. The following tables do not include any capacity, actual production or capacity utilization
for Sharon.
Unit 1 Capsules
Installed capacity 367.20 367.20 367.20
(million) (1)
Actual production 211.72 256.62 237.27
(million)
Capacity Utilization 57.66 69.89 64.62
(%)(2)
Unit 1 Ointments
Installed capacity 22.81 22.81 22.81
(million) (1)
Actual production 14.42 12.85 17.36
(million)
Capacity Utilization 63.23 56.33 76.11
(%)(2)
25
Facility/Dosage forms As of and for year ended March 31,
Unit 2-GTablets
Installed capacity 6,272.47 3,637.61 2,320.19
(million) (1)
Actual production 2,089.39 1,893.70 1,708.36
(million)
Capacity Utilization 33.31 52.06 73.60
(%)(2)
Overall Tablets
Installed capacity 8,191.59 5,556.73 4,239.31
(million) (1)
Actual production 3,332.64 3,034.30 2,818.59
(million)
Capacity Utilization 40.68 54.61 66.49
(%)(2)
Overall Capsules
Installed capacity 2,472.48 2,048.16 1,591.20
(million) (1)
Actual production 1,372.04 1,065.79 955.24
(million)
Capacity Utilization 55.49 52.04 60.03
(%)(2)
Overall Ointments
Installed capacity 22.81 22.81 22.81
(million) (1)
Actual production 14.42 12.85 17.36
(million)
26
Facility/Dosage forms As of and for year ended March 31,
Assumptions:
Following assumptions and estimates has been made by the management by Parashar & Co., Chartered Engineer,
while certifying the table above:
1. The installed capacity of the manufacturing facilities has been calculated by using the equipment
manufacturer’s rated maximum capacity for an installed equipment and adjusting it for the typical
achieved capacity across a wide range of actual processes and batch sizes for any particular dosage type
in a sequential line setup. Further, downtime between any batches due to product changeover related
equipment cleaning, scheduled breaks, and material loading and unloading were taken into account to
calculate the installed capacity during the year or period.
2. Industry players use different methodology for installed capacity and capacity utilization in accordance
with their business model. The assumptions and estimates taken into account include that each
manufacturing facility operates for 300 days in a year in two daily shifts for installed capacity as notional
capacity for capacity utilization. This methodology is consistent with industry practice.
3. Capacity utilization has been calculated on the basis of actual production during the relevant period
divided by the aggregate installed capacity of relevant manufacturing facilities as of at the end of the
relevant period.
4. In the case of capacity utilization for the period ended on March 31, 2023, the capacity utilization
represents the installed capacity for the period ended on March 31, 2023.
See “Risk Factors - Information relating to the installed manufacturing capacity of our manufacturing facilities
included in the Draft Red Herring Prospectus are based on various assumptions and estimates and future
production and capacity may vary.” on page 68 of the Draft Red Herring Prospectus.
We purchase APIs and other materials such as, excipients and impurities from third party suppliers domestically.
We source most of our API and other materials from a small core of suppliers with reputations for quality products.
We also undertake measures such as assessment questionnaires for suppliers of raw materials to assess quality
27
systems. Our suppliers are selected based on quality, price, cost effectiveness, company history, service levels and
adequate staff with sufficient knowledge . We do not have any long-term contracts with our third-party suppliers.
Prices are negotiated for each purchase order, and we generally have more than one supplier for each raw material.
The terms and conditions including the return policy are set forth in the purchase orders. In addition, under certain
CDMO agreements, we are obligated to procure raw materials from vendors specified by the customer.
We have an in-house production department that works on identifying new vendor, providing pre-purchase
samples and evaluating the material, its suitability and impact on product quality. Based on successful evaluation,
the vendor is added to the approved list and the vendor audit planner. We also inspect the suppliers facility to
ensure that they have adequate systems, premises, security management, GMP adherence and approval from
regulatory authorities.
In addition to India, we also source raw materials from vendors in China and the Netherlands. For further
information, see “Competitive Strengths - Highly efficient operations, including our world class manufacturing
facilities and supply chain” on page 10 of this Addendum.
We outsource packaging of our products including sourcing packaging material through Nugenic Pharma Private
Limited, which is owned by our Promoters.
Our APIs and other raw materials are subject to supply disruptions and price volatility caused by various factors
such as commodity market fluctuations, the quality and availability of raw materials, currency fluctuations,
consumer demand, changes in government policies and regulatory sanctions. See, “Risk Factors - Any shortfall in
the supply of our raw materials or an increase in our raw material costs, or other input costs, may adversely
affect the pricing and supply of our products and have an adverse effect on our business, results of operations
and financial condition.” on page 60 of the Draft Red Herring Prospectus.
We have a dedicated sales and marketing team. As of March 31, 2023, we had a total sales and marketing team
of 300 personnel across India. We have a sales and marketing office in Panchkula, Haryana.
We market our CDMO services and products on a business-to-business basis. We focus on maintaining our
relationships with our top pharmaceutical customers, building our customer base and strengthening our product
basket for existing customers. As of March 31, 2023, we had 3 sales and marketing personnel focused on our
CDMO business.
We maintain direct contact with majority of our customers which allows us to understand the technical needs and
specifications of our customers as well as their future requirements. We also engage senior management in the
sales and marketing process to build more strategic relationships with our customers and to enhance customer
experience. We aim to ensure that projects of our existing customers are managed by site-based project managers
and business managers. These activities can assist the site-based teams in obtaining additional work on existing
projects and identifying new projects with existing customers.
We believe that the primary sales and marketing drivers in our CDMO business are positive word of mouth and
strong credibility earned over the years with consistent quality and performance.
We market our domestic generic products under our own brand names to end-users through our network of
distributors, stockists and pharmacies. Our sales and marketing team focuses on maintaining our relationships
with our distributors, building our retail pharmacy base and launching new products. As of March 31, 2023, we
had a total sales and marketing team of over 290 personnel focused on our domestic branded generics business.
We aim at ensuring attracting packaging and also run target-based schemes for our distributors.
We believe that the primary sales and marketing drivers in our domestic branded generics business are target-
based incentives offered to our distributors and attractive brand names and packaging.
28
We export branded generic products to pharmaceutical companies. Our focus has been on expanding our country
approvals and product registrations but also expanding our customer base and volumes sold to existing customers.
As of March 31, 2023, we had a total sales and marketing team of 6 personnel focused on our international
business.
We believe that the primary sales and marketing drivers in our international branded generics business are
Logistics
Each of our facilities are equipped with a warehouse, enabling smooth functioning of our operations. We also
have five depots in major locations across India.
The table set forth below provides our freight charges for the years and period indicated.
Freight Charges 6.27 0.17% 15.64 0.22% 39.45 0.47% 58.16 0.56%
(1) Derived from the Pro Forma Condensed Consolidated Financial Information of our Company for Fiscal 2023. For assumptions and
adjustments, see “Pro Forma Condensed Consolidated Financial Information” on page 105 of this Addendum. Sharon is included
in our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023 as if such acquisition was effective on April 1,
2022.
We sell our products on various shipping and delivery basis like Free on Board (FOB), Cost Insurance, Freight
(CIF) or Cost and Freight (CnF) basis. We may have to pay for transportation costs in relation to the delivery of
some of the raw materials and other inputs to our manufacturing facilities. We do not own any vehicles for the
transportation of our products and/or raw materials; we therefore rely on third party transportation and logistics
providers for delivery of our raw materials and products. However, we do not have any long-term contractual
arrangements with such third-party transportation and logistics providers. Disruptions of logistics could impair
our ability to procure raw materials and/or deliver our products on time.
Where we are responsible for shipping the products to the customer, either our freight forwarders arrange for the
finished products or freight forwarders nominated by the customers , to be trucked to our customers in India or to
the port for export, as applicable. Our custom house agents handle the requisite clearance procedures. For exports,
our freight forwarders / nominated freight forwarders co-ordinate with the shipping line or airline to file and
release the necessary bills of lading or air waybills.
Maintaining high standard of quality in our R&D and manufacturing operations is critical to our growth and
success. The quality department of the Company is responsible for ensuring safety, identity, strength, purity, and
quality for each product manufactured by effective implementation of pharmaceutical quality system processes,
as well as their sequences, linkages and interdependencies. We identify and approve multiple vendors to source
our key raw materials, in addition to the suppliers approved by our customers, pursuant to a vendor assessment
that involves an examination of the potential vendor’s regulatory accreditations, and supply strength in terms of
delivering large quantities on a consistent basis. As of March 31, 2023, our quality control department consisted
of over 150 employees.
Our quality check involves process performance, product quality monitoring system, corrective action and
preventive action system, change management system. We seek to identify risks relating to facility and equipment
operations condition, in-process controls, attributes related to drug product materials etc. We implement our
29
quality control manual is pharmaceutical development, technology transfer, commercial manufacturing and
product discontinuation. We also have audit programs such as vendor audit program, training program, change
control program, stability testing program etc.
We have a modern quality control laboratory equipped with gas chromatography, HPLC, FTIR spectrometers and
spectrophotometers. We also have a newly equipped control sample storage facility. We also have implemented
a laboratory information management system for quality controls which enable us to undertake data analytics and
track product level information across the different facilities and teams.
We also undertake process validations to ensure expanded real time monitoring and adjustment of process. It also
helps us in statistically evaluating process performance and product variables.
We are subject to national, regional and state laws and government regulations in India in relation to safety, health
and environmental protection. These laws and regulations impose controls on air and water discharge, noise levels,
storage handling, employee exposure to hazardous substances and other aspects of our manufacturing operations.
Further, our products, including the process of manufacture, storage and distribution of such products, are subject
to numerous laws and regulations in relation to quality, safety and health. We believe that accidents and
occupational health hazards can be significantly reduced through a systematic analysis and control of risks and by
providing appropriate training to our management and our employees.
We strive to manage the potential risks associated by implementing our health and safety policy which is aimed
at providing a safe and establish sound work practices in manufacturing operations and equipment selection and
maintenance with a focus on continual improvements of processes and products to prevent pollution and accidents.
Further, our manufacturing facilities possess effluent treatment processes and minimize any contamination of the
surrounding environment or pollution in compliance with applicable law.
We prioritize the health and safety of our employees and undertake several initiatives to promote employee health
and quality of life. We have adopted a comprehensive health and safety policy in this regard. We work to ensure
a safe and healthy workplace and provide our employees with the benefits, resources and flexibility to maintain
and improve their wellness.
To ensure the health and safety of employees during the ongoing pandemic, additional security and safety
measures were implemented. Also, see “Risk Factors - The impact of the COVID-19 pandemic is uncertain and
still evolving, and could adversely affect our business, results of operations and financial condition.” on page 37
of the Draft Red Herring Prospectus.
Utilities
We consume fuel and power for our operations at our manufacturing facilities, which is sourced through the local
state power grid. Additionally, we have also installed generators in our manufacturing facilities to ensure
uninterrupted supply of power.
The table set forth below provides our freight charges the years and period indicated.
Power & fuel 54.78 1.50% 79.14 1.10% 95.14 1.13% 212.12 2.03%
expenses
(1) Derived from the Pro Forma Condensed Consolidated Financial Information of our Company for Fiscal 2023. For assumptions and
adjustments, see “Pro Forma Condensed Consolidated Financial Information” on page 105 of this Addendum. Sharon is included
in our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023 as if such acquisition was effective on April 1,
2022.
Information Technology
30
Our IT systems are vital to our business, and we have adopted IT policies to assist us in our operations. The key
functions of our IT team include establishing and maintaining enterprise information systems and infrastructure
services to support our business requirements, maintaining secure enterprise operations. We utilize an enterprise
resource planning solution, SAP ERP, and we also have Standard operating procedures for maintaining
confidentiality of electronic data, maintaining critical equipment, system designs, retrieval of critical data etc.
In addition, we have implemented a quality control laboratory information management system to assist
management and safeguarding our laboratory processes that allows for paperless operations and digital
information flows.
Information security is one of the key focus areas. We have developed standard operating procedures for data
recovery in case of a disaster including regular backups.
For information on the risk to our IT systems, see “Risk Factors - Failure or disruption of our IT and/or ERP
systems may adversely affect our business, financial condition and results of operations” on page 61 of the Draft
Red Herring Prospectus.
Insurance
Our operations are subject to risks inherent in the pharmaceutical manufacturing industry, which include defects,
liability for product and/or property damage, malfunctions and failures of manufacturing equipment, fire,
explosions, loss-in-transit for our products, accidents, personal injury or death, environmental pollution and
natural disasters. We maintain insurance coverage that we consider necessary for our business. We maintain an
insurance policy that insures us against material damage to buildings, plant and machinery, furniture, fixtures,
fittings and stocks. We also maintain a marine sales turnover insurance policy that insures transit of commodities
by sea, air, rail, road and courier. We also have a directors and officers liability insurance policy in place.
The insurance cover on assets of our Company amounted to ₹11,305.59 million as of March 31, 2023, covering
120.97% of the total assets of our Company i.e. ₹9,345.92 million (excluding intangible assets, goodwill, right-
of-use assets and deferred tax assets) as of March 31, 2023.
For further information, also see “Risk Factors - Our insurance coverage may not adequately protect us against
all losses or the insurance cover may not be available for all the losses depending on the insurance policy, which
could adversely affect business, results of operations and financial condition” on page 60 of the Draft Red Herring
Prospectus.
Competition
We compete to provide services to pharmaceutical companies in the CDMO industry. Our competition includes
full-service pharmaceutical outsourcing, CDMO companies; contract manufacturers focusing on a limited number
of dosage forms; contract manufacturers providing multiple dosage forms; and large pharmaceutical companies
offering third-party manufacturing services to fill their excess capacity. The key players in the Indian CDMO
segment include Akums Drugs and Pharmaceuticals Limited, Synokem Pharmaceuticals Limited, Theon
Pharmaceuticals Limited, Tirupati Medicare Limited and Windlas Biotech Limited. (Source: CRISIL Report, May
2022). In addition, in Europe and Asia, there are a large number of privately owned, dedicated outsourcing
companies that serve only their local or national markets. Also, large pharmaceutical companies have been seeking
to divest portions of their manufacturing capacity, and any such divested businesses may increase competition in
CDMO industry. We compete primarily based on product portfolio (range of existing product portfolio and
novelty of new offerings), security of supply (quality, regulatory compliance and financial stability), service
(delivery and manufacturing flexibility) and cost- effective manufacturing.
For our domestic branded generics, we compete with companies in the Indian market based on therapeutic and
product categories, and within each category, upon dosage strengths and drug delivery. Many of the
pharmaceutical players are adding generic products to their portfolio. Abbott Healthcare Limited, Cipla Limited
and Alkem Laboratories Limited are some of the players operating in the Indian generics market. (Source: CRISIL
Report, May 2022). Further, in international markets, we compete with local companies, multinational
corporations and companies from other emerging markets that are engaged in manufacturing and marketing
generic pharmaceuticals. For further information, see “Industry Overview” and “Basis for the Offer Price” on
pages 130 and 122, respectively, of the Draft Red Herring Prospectus.
31
Human Resources
We place importance on developing our human resources. As of March 31, 2023, we had over 1,600 employees
(not including Sharon).
We do not have recognized trade unions at our two manufacturing facilities in Baddi, Himachal Pradesh. We have
not experienced any material work stoppages due to labour disputes or cessation of work in the last three fiscal
years. We also have a recruitment SOP in place which prescribes our recruitment procedure, joining and induction
training process. We assess our employees on parameters such as experience, education, problem solving skills
and knowledge.
Our work force is a critical factor in maintaining quality, productivity and safety, which, we believe, strengthens
our competitive position. We are committed to providing an attractive working environment for our employees
and to provide safe and healthy working conditions.
Our workforce has been impacted by COVID-19, see “Risk Factors - The impact of the COVID-19 pandemic is
uncertain and still evolving, and could adversely affect our business, results of operations and financial
condition.” on page 37 of the Draft Red Herring Prospectus.
Intellectual Property
We rely on a combination of trademarks, trade secrets, and contractual restrictions to protect our intellectual
property. We do not own any patents or copyrights. As of March 31, 2023, we had 87 registered trademarks in
India and 55 pending trademark applications in our Subsidiary, UML’s name. We have applied for a trademark
for our corporate logo with the Trademark Registry. For further information, see “Government and Other
Approvals” on page 421 of the Draft Red Herring Prospectus.
Also, many of the formulations used by us in manufacturing products to customer specifications are subject to
patents or other intellectual property rights owned by or licensed to the relevant customer. Further, our CDMO
agreements with customers that own or are licensed users of patented drugs and formulations include non-
disclosure, confidentiality, indemnity and other contractual provisions. We have acquired and developed and
continue to acquire and develop knowledge and expertise, or know-how, and trade secrets in the provision of
services in our businesses, including know-how and trade secrets related to proprietary technologies and patents,
trademarks, know-how and trade secrets related to our contract manufacturing and our generic products. Our
know-how and trade secrets in our businesses may not be patentable, however, they are valuable in that they
enhance our ability to provide high-quality services and products to our customers. See “Risk Factors – If we are
unable to protect our intellectual property rights, our business, results of operations and financial condition may
be adversely affected. Further, if our products were found to be infringing on the intellectual property rights of a
third-party, we could be required to cease selling the infringing products, causing us to lose future sales revenue
from such products and face substantial liabilities for patent infringement.” on page 54 of the Draft Red Herring
Prospectus.
Properties
Offices
Our Registered Office is located at 606, 6th floor, Ratan Galaxie, Plot No. 1, J. N. Road, Mulund (W), Mumbai,
Maharashtra, India. Our Corporate Office is located at Second Floor, SCO No. 301, Sector 9, Panchkula, Haryana,
India. We also have a marketing office located at SCO-302, 1st floor, Sector-9, Panchkula, Haryana, India. As of
March 31, 2023, both offices were held under lease. For further information, see “Risk Factors - We do not own
certain of the premises of our manufacturing facilities and administration offices” on page 62 of the Draft Red
Herring Prospectus.
We have two manufacturing facilities located Baddi, Himachal Pradesh. Unit 1 is leased and Unit 2 is owned.
We have also acquired the land where we are planning a new R&D facility in Panchkula, Haryana, India.
Sharon has manufacturing plants located in Dehradun, Uttarakhand and Taloja, Maharashtra.
32
Corporate Social Responsibilities (“CSR”)
In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social
Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility
Committee, which is constituted by three Directors.
The table set forth below provides our CSR expenses for the years and period indicated.
(1) Derived from the Pro Forma Condensed Consolidated Financial Information of our Company for Fiscal 2023. For assumptions and
adjustments, see “Pro Forma Condensed Consolidated Financial Information” on page 105 of this Addendum. Sharon is included
in our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023 as if such acquisition was effective on April 1,
2022.
33
RESTATED CONSOLIDATED FINANCIAL INFORMATION
The following set forth the Restated Consolidated Financial Information which comprise the Restated
Consolidated Statement of Assets and Liabilities as at March 31, 2023, March 31, 2022 and March 31, 2021,
Restated Consolidated Statement of Profit and Loss, and Restated Consolidated Statement of Cash Flows and
Restated Consolidated Statement of Changes in Equity for the financial years ended March 31, 2023, March 31,
2022 and March 31, 2021, together, with the Basis of Preparation and Significant Accounting Policies and other
explanatory information, compiled from the audited Ind AS Consolidated Financial Statements of our Company
as at and for the financial years ended March 31, 2023 and March 31, 2022 and the audited Ind AS Financial
Statements of the Company as at and for the financial year ended March 31, 2021, prepared in accordance with
Ind AS and other accounting principles generally accepted in India, restated by our Company in accordance with
the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI
ICDR Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the
ICAI, as amended.
Our Company has received written consent dated September 12, 2023 from our Statutory Auditors, B S R & Co.
LLP, Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Addendum as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as independent statutory auditors and in respect of their
(i) examination report dated September 9, 2023, on our Restated Consolidated Financial Information, and (ii)
report dated September 9, 2023, on our Pro Forma Condensed Consolidated Financial Information, included in
this Addendum. Such consent has not been withdrawn as on the date of this Addendum. The term “expert” and
consent thereof does not represent an expert or consent within the meaning under the U.S. Securities Act.
34
Unit No. A505A
B S R & Co. LLP 5th Floor, Elante Offices
Plot No. 178-178A, Industrial Area
Chartered Accountants Phase - 1, Chandigarh - 160002
Tel: +91 172 672 3400
Dear Sirs/Madam,
1. We B S R & Co. LLP, Chartered Accountants (“we” or “us” or “B S R”) have examined,
the attached Restated Consolidated Financial Information of Innova Captab Limited (the
“Company” or the “Holding Company” or the “Issuer”) and its subsidiaries (the Company
and its subsidiaries together referred to as “the Group”) as at and for the years ended 31 March
2023, 31 March 2022 and 31 March 2021, comprising the Restated Consolidated Statement
of Assets and Liabilities as at 31 March 2023, 31 March 2022 and 31 March 2021, the
Restated Consolidated Statement of Profit and Loss (including other comprehensive
income), the Restated Consolidated Statement of Changes in Equity, the Restated
Consolidated Statement of Cash Flows for years ended 31 March 2023, 31 March 2022 and
31 March 2021, (together, with the Basis of Preparation and Significant Accounting Policies
and other explanatory information referred to as “Restated Consolidated Financial
Information”), as approved by the Board of Directors of the Company at their meeting held
on 9 September 2023 for the purpose of inclusion in the Addendum to the Draft Red Herring
Prospectus (“Addendum DRHP”) prepared by the Company in connection with its proposed
initial public offer of equity shares of face value of Rs. 10 each comprising a fresh issue of
equity shares and an offer for sale of equity shares held by the selling shareholders (the
“Offer”), prepared in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”);
(b) the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“ICDR Regulations”);
(c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
the Institute of Chartered Accountants of India (“ICAI”) (the “Guidance Note”).
2. The Company's Board of Directors is responsible for the preparation of the Restated
Consolidated Financial Information for the purpose of inclusion in the Addendum DRHP to
be filed with SEBI, BSE Limited and National Stock Exchange of India Limited in
connection with the Offer. The Restated Consolidated Financial Information have been
prepared by the management of the Company on the basis of preparation stated in Note 2(a)
of Annexure V to the Restated Consolidated Financial Information.
Registered Office:
35
B S R & Co. LLP
The responsibilities of respective Board of Directors of the companies included in the
Group includes designing, implementing and maintaining adequate internal control
relevant to the preparation and presentation of the Restated Consolidated Financial
Information. The respective Board of Directors are also responsible for identifying and
ensuring that the Group complies with the Act, the ICDR Regulations and the Guidance
Note.
36
B S R & Co. LLP
37
B S R & Co. LLP
2019 dated 25 November 2020 and 2 September 2019 respectively expressed an
unmodified opinion on those financial statements, as adjusted for the differences in the
accounting principles adopted by the Company on transition to the Ind AS, which have
been audited by us.
38
B S R & Co. LLP
10. This report should not in any way be construed as a reissuance or re-dating of any of the
previous audit reports issued by us or Other Auditor or Predecessor Auditor, nor should
this report be construed as a new opinion on any of the financial statements referred to
herein.
11. We have no responsibility to update our report for events and circumstances occurring after
the date of the report.
12. Our report is intended solely for use of the Board of Directors for inclusion in the
Addendum DRHP to be filed with Securities and Exchange Board of India, BSE Limited
and National Stock Exchange of India Limited, as applicable, in connection with the Offer.
Our report should not be used, referred to or distributed for any other purpose except with
our prior consent in writing. Accordingly, we do not accept or assume any liability or any
duty of care for any other purpose or to any other person to whom this report is shown or
into whose hands it may come without our prior consent in writing.
Gaurav Mahajan
Partner
Membership No: 507857
UDIN: 23507857BGYNWO1348
Place: Panchkula
Date: 9 September 2023
39
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure I- Restated Consolidated Statement of Assets and Liabilities
(Amount in INR millions, except for share data unless otherwise stated)
Particulars Notes As at As at As at
31 March 2023 31 March 2022 31 March 2021
Assets
(1) Non-current assets
(a) Property, plant and equipment 3a 1,501.06 1,565.60 763.59
(b) Right-of-use assets 4 153.04 93.28 23.37
(c) Capital work-in-progress 3a 215.43 0.31 72.64
(d) Goodwill 3b 166.94 166.94 -
(e) Other intangible assets 3b 7.73 4.53 4.44
(f) Financial assets
(i) Investments 5 0.00 0.00 0.00
(ii) Loans 6 4.78 2.19 -
(iii) Other financial assets 7 5.59 7.75 34.95
Deffered
(g)Tax
Deferred
assets tax assets (net) 36 1.20 2.20 -
(h) Income tax assets (net) 8 7.27 40.26 13.32
(i) Other non-current assets 9 556.43 81.18 79.23
Total non-current assets 2,619.47 1,964.24 991.54
(2) Current assets
(a) Inventories 10 1,173.16 1,283.86 914.45
(b) Financial assets
(i) Trade receivables 11 2,652.18 2,126.86 1,385.53
(ii) Cash and cash equivalents 12 35.25 1.52 47.95
(iii) Bank balances other than (ii) above 13 153.50 22.87 70.99
(iv) Loans 14 10.11 2.97 4.65
(v) Other financial assets 15 71.94 43.02 22.23
(c) Other current assets 16 328.53 309.41 258.82
Total current assets 4,424.67 3,790.51 2,704.62
Total assets 7,044.14 5,754.75 3,696.16
Equity and liabilities
(1) Equity
(a) Equity share capital 17 480.00 120.00 120.00
(b) Other equity 18 2,285.06 1,966.06 1,328.21
Total equity 2,765.06 2,086.06 1,448.21
Liabilities
(2) Non- current liabilities
(a) Financial liabilities
- Borrowings 19 1,341.77 673.52 60.00
- Lease liabilities 4 13.84 5.90 3.53
- Other financial liabilities 20 78.94 - -
(b) Provisions 21 28.97 22.66 12.34
Deffered
(c) Tax
Deferred
Liabilities
tax liabilities (net) 36 39.21 20.57 19.26
(d) Other non-current liabilities 22 0.85 0.85 1.29
Total non-current liabilities 1,503.58 723.50 96.42
(3) Current liabilities
(a) Financial liabilities
(i) Borrowings 19 1,010.15 1,308.30 390.26
(ii) Lease liabilities 4 3.96 3.96 1.18
(iii) Trade payables 23
-total outstanding dues of micro and small enterprises 5.73 14.31 34.82
-total outstanding dues of creditors other than micro and small enterprises 1,579.10 1,433.73 1,087.51
(iv) Other financial liabilities 24 114.63 93.26 582.31
(b) Other current liabilities 25 56.10 78.46 50.11
(c) Provisions 21 5.83 3.50 5.34
(d) Current tax liabilities (net) 26 - 9.67 -
Total current liabilities 2,775.50 2,945.19 2,151.53
Total liabilities 4,279.08 3,668.69 2,247.95
Total equity and liabilities 7,044.14 5,754.75 3,696.16
The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated Consolidated
Financial Information appearing in Annexure VI and Statement of Adjustments to the Restated Consolidated Financial Information appearing in Annexure VII.
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala Neeharika Shukla
Partner Chairman & Whole time director Managing Director Company Secretary
Membership Number : 507857 DIN: 00144656 DIN: 00144700 Membership No.: A42724
Gaurav Srivastava
Chief Financial Officer
Place: Panchkula Place: Panchkula
Date: 9 September 2023 Date: 9 September 2023
40
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure II- Restated Consolidated Statement of Profit and Loss
(Amount in INR millions, except for share data unless otherwise stated)
Particulars Notes For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
I Revenue from operations 27 9,263.80 8,005.26 4,106.62
II Other income 28 91.98 28.83 13.71
III Total income (I + II) 9,355.78 8,034.09 4,120.33
IV Expenses
Cost of materials consumed 29 6,466.06 5,736.37 3,014.60
Purchase of stock-in-trade 30 447.91 387.80 75.99
Changes in inventories of finished goods, work-in-progress and 31 1.65 54.89 16.35
stock-in-trade
Employee benefits expense 32 547.97 404.59 223.34
Finance costs 33 199.73 56.80 39.27
Depreciation and amortization expense 34 110.77 75.03 55.86
Other expenses 35 663.74 461.41 231.48
Total expenses (IV) 8,437.83 7,176.89 3,656.89
VI Tax expense:
(i) Current tax 36 218.60 218.15 114.98
(ii) Deferred tax 19.81 (0.48) 3.46
Total tax expense 238.41 217.67 118.44
IX Total comprehensive income for the year (VII+VIII) 679.00 637.85 344.23
The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated
Consolidated Financial Information appearing in Annexure VI and Statement of Adjustments to the Restated Consolidated Financial information appearing in
Annexure VII.
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala Neeharika Shukla
Partner Chairman & Whole time director Managing Director Company Secretary
Membership Number : 507857 DIN: 00144656 DIN: 00144700 Membership No.: A42724
Gaurav Srivastava
Chief Financial Officer
41
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure III-Restated Consolidated Statement of Cash Flows
(Amount in INR millions, except for share data unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
A Cash flows from operating activities
Adjustments for:
Depreciation and amortization expense 110.77 75.03 55.86
Expected credit loss on trade receivables 1.19 6.91 4.64
Bad debts written off 4.36 1.19 1.92
Net (profit) / loss on sale of property, plant and equipment (2.86) 0.07 (1.50)
Unrealized foreign exchange (gain) (6.54) (4.39) (1.50)
Unrealized profit on inventory 0.40 18.46 -
Amortisation of government grant (21.52) (0.43) (0.43)
Finance costs 199.73 56.80 39.27
Transaction costs related to borrowings (1.36) (0.90) -
Provision for obsolete inventory 1.88 2.57 -
Provision for litigation written back - (0.99) -
Gain on fair valuation of compulsorily convertible preference shares (19.76) - -
Interest income (7.11) (1.41) (2.35)
Operating cash flows before working capital changes 1,177.13 1,010.11 559.35
Net increase / (decrease) in cash and cash equivalents (A+B+C) 33.73 (46.43) 25.62
Cash and cash equivalents at the beginning of the year 1.52 47.95 22.33
Cash and cash equivalents at the end of the year 35.25 1.52 47.95
42
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure III-Restated Consolidated Statement of Cash Flows
(Amount in INR millions, except for share data unless otherwise stated)
Notes:
1. Components of cash and cash equivalents
Cash on hand 0.38 0.07 0.15
Cheque on hand - - 47.23
Balances with banks - in current accounts 34.87 1.45 0.57
35.25 1.52 47.95
2. The above cash flow statement has been prepared under the indirect method set out in the applicable Indian Accounting Standard (Ind AS) 7 on "Statement of Cash
Flows".
3. For reconciliation of movements of liabilities to cash flows arising from financing activities refer note 4(c) for lease liabilities and 19(F) for borrowings.
The above annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in annexure V, notes to the Restated Consolidated Financial
Information appearing in annexure VI and Statement on Adjustments to Audited Financial Information appearing in Annexure VII.
As per our report of even date attached
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala Neeharika Shukla
Partner Chairman & Whole time director Managing Director Company Secretary
Membership Number : 507857 DIN: 00144656 DIN: 00144700 Membership No. : A42724
Gaurav Srivastava
Chief Financial Officer
43
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure IV-Restated Consolidated Statement of Changes in Equity
(Amount in INR millions, except for share data unless otherwise stated)
The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated Consolidated Financial
Information appearing in Annexure VI and Statement of Adjustments to the Restated Consolidated Financial information appearing in Annexure VII.
As per our report of even date attached
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala Neeharika Shukla
Partner Chairman & Whole time director Managing Director Company Secretary
Membership Number : 507857 DIN: 00144656 DIN: 00144700 Membership No. : A42724
Gaurav Srivastava
Chief Financial Officer
44
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure V- Basis of Preparation and Significant Accounting Policies
Basis of measurement
The Restated Consolidated Financial Information has been prepared on the historical cost basis except for the
following items:
Items Measurement basis
Financial assets and liabilities acquired Fair value
under business combination,
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in
the Restated Consolidated Financial Information from the date the Group gains control until the date the Group
ceases to control the subsidiary.
The Restated Consolidated Financial Information is prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the Group uses accounting policies other
than those adopted in the Restated Consolidated Financial Information for like transactions and events in similar
circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the
Restated Consolidated Financial Information to ensure conformity with the Group’s accounting policies.
48
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure V- Basis of Preparation and Significant Accounting Policies
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date
as that of the parent company. When the end of the reporting period of the parent is different from that of a
subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same
date as the financial statements of the parent to enable the parent to consolidate the financial information of the
subsidiary, unless it is impracticable to do so.
Following are the steps involved in consolidation procedure:
- Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its
subsidiaries. For this purpose, income and expenses of each subsidiary are based on the amounts of the assets and
liabilities recognised in the consolidated financial statements at the acquisition date.
- Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of
equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.
- Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated. Unrealised gains arising from transactions with equity accounted investees are
eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Business Combinations
Business combinations are accounted for using the acquisition accounting method as at the date of the acquisition,
which is the date at which control is transferred to the Group. The consideration transferred in the acquisition and
the identifiable assets acquired and liabilities assumed are recognised at fair values on their acquisition date.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the
amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets
acquired and liabilities assumed. In case of leases acquired as part of business combination, the Group measures
a right-of-use asset at the same amount as the lease liability. However, if the lease terms are favourable or
unfavourable when compared with market terms, then the right-of-use asset is adjusted by the fair value of the
off-market terms. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-
acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s
net identifiable assets. Consideration transferred does not include amounts related to settlement of pre-existing
49
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure V- Basis of Preparation and Significant Accounting Policies
relationships. Such amounts are recognised in the Restated Consolidated Statement of Profit and Loss. Transaction
costs are expensed as incurred, other than those incurred in relation to the issue of debt or equity securities. Any
contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in the fair
value of contingent consideration are recognised in the Restated Consolidated Statement of Profit and Loss.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. The financial statements of subsidiaries are included in the Restated Consolidated Financial
Information from the date on which control commences until the date on which control ceases.
Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and
any related NCI and other components of equity. Any interest retained in the former subsidiary is measured at fair
value at the date the control is lost. Any resulting gain or loss is recognised in Restated Consolidated Statement
of Profit and Loss.
(b) Financial instrument
A Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial assets
Initial recognition and measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial
liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (except trade receivable, that do not contain a significant financing component are measured at
transaction price) is recognised initially at fair value plus or minus transaction cost that are directly attributable
to the acquisition or issue of financial assets (other than financial assets at fair value through profit and loss).
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit or loss (‘FVTPL’) are recognised immediately in Restated Consolidated Statement of Profit and
Loss.
Subsequent measurement
On initial recognition, a financial asset is classified as measured at:
amortised cost
fair value through other comprehensive income (FVOCI)
fair value through profit or loss (FVTPL)
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group
changes its business model for managing financial assets.
Financial asset at amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated
as at FVTPL:
− the asset is held within a business model whose objective is to hold assets to collect contractual cash flows;
and
− the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
50
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure V- Basis of Preparation and Significant Accounting Policies
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for
trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103
applies are classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election
to present in other comprehensive income subsequent changes in the fair value. The Group makes such election
on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument,
excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the Restated
Consolidated Statement of Profit and Loss, even on sale of investment. However, the Group may transfer the
cumulative gain or loss to retained earnings.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised
in the Restated Consolidated Statement of Profit and Loss.
Financial assets: Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at a
portfolio level because this best reflects the way the business is managed and information is provided to
management. The information considered includes:
− the stated policies and objectives for the portfolio and the operation of those policies in practice. These include
whether management’s strategy focuses on earning contractual interest income, maintaining a particular
interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or
expected cash outflows or realising cash flows through the sale of the assets;
– how the performance of the portfolio is evaluated and reported to the Group’s management;
– the risks that affect the performance of the business model (and the financial assets held within that business
model) and how those risks are managed;
– how managers of the business are compensated – e.g. whether compensation is based on the fair value of the
assets managed or the contractual cash flows collected; and
– the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not
considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value
basis are measured at FVTPL.
Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial
recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated
with the principal amount outstanding during a particular period of time and for other basic lending risks and
costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers
the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual
term that could change the timing or amount of contractual cash flows such that it would not meet this condition.
In making this assessment, the Group considers:
− contingent events that would change the amount or timing of cash flows;
− terms that may adjust the contractual coupon rate, including variable interest rate features;
− prepayment and extension features; and
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− terms that limit the Group’s claim to cash flows from specified assets (e.g. non‑recourse features).
Financial assets – Subsequent measurement and gains and losses
a) Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses,
including any interest or dividend income, are recognised in profit or loss.
b) Financial assets at amortised cost: These assets are subsequently measured at amortised cost using the
effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on
derecognition is recognised in profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognized (i.e., removed from the Group’s Restated Consolidated Statement of Assets and
Liabilities) when:
- The rights to receive cash flows from the asset have expired, or
- The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or
(b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing
involvement. In that case, the Group also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as
at FVTPL if it is classified as held‑for‑trading, or it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,
are recognised in Restated Consolidated Statement of Profit and Loss. Other financial liabilities are subsequently
measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and
losses are recognised in Restated Consolidated Statement of Profit and Loss. Any gain or loss on derecognition
is also recognised in Restated Consolidated Statement of Profit and Loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the Restated Consolidated Statement of Profit and Loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the Restated Consolidated
Statement of Assets and Liabilities when, and only when, the Group currently has a legally enforceable right to
set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
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Subsequent expenditure
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognised when replaced. All other repairs and maintenance are charged to Restated Consolidated Statement
of Profit and Loss during the reporting period in which they are incurred.
Depreciation
Depreciation is calculated on cost of items of PPE less their estimated residual values over their estimated useful
lives using the straight-line method and is recognised in the Restated Consolidated Statement of Profit and Loss.
Depreciation on items of PPE is provided as per rates corresponding to the useful life specified in Schedule II to
the Companies Act, 2013 read with the notification dated 29 August 2014 of the Ministry of Corporate Affairs
except for certain classes of PPE which are depreciated based on the internal technical assessment of the
management. The estimated useful lives of items of PPE for the current and comparative periods are as follows:
Particulars Useful life as per Schedule II Management estimate of useful life
Building - Factory 30 Years 30 Years
Office equipment 5 Years 3 - 5 Years
Plant and equipment 3 - 15 Years 3-15 Years
Lab Equipments 10 Years 10 Years
Electrical installations 10 Years 10 Years
Vehicles 10 Years 10 Years
Furniture and fittings 10 Years 10 Years
Computer and Printer 3-6 Years 6 Years
Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if
appropriate.
Depreciation on additions (disposal) is provided on a pro-rata basis i.e. from (upto) the date on which asset is
ready for use (disposed of).
Depreciation on leasehold land and improvements carried out on buildings taken on lease is provided over the
period of the lease or useful life of assets, whichever is lower.
Derecognition
An item of PPE is derecognised on disposal or when no future economic benefits are expected from its use and
disposal. Losses arising from retirement and gains or losses arising from disposal of a PPE are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the
Restated Consolidated Statement of Profit and Loss.
(d) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration.
Leases in which the Group is a lessee
The Group’s lease asset classes primarily consist of leases for buildings and leasehold land. The Group, at the
inception of a contract, assesses whether the contract is a lease or not. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a time in exchange for a consideration.
The Group elected to use the following practical expedients on initial application:
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1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a
similar end date.
2. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months
of lease term on the date of initial application.
3. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.
The Group recognises a right-of-use asset (“ROU”) and a lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted
for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on
which it is located, less any lease incentives received.
The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated
impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is
depreciated using the straight-line method from the commencement date over the shorter of lease term or useful
life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as
those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any
indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the
Restated Consolidated Statement of Profit and Loss.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the Group’s incremental borrowing rate. The Group determines its
incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain
adjustments to reflect the terms of the lease and type of the asset leased. The lease liability is subsequently
remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying
amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or
lease modifications or to reflect revised in-substance fixed lease payments. The Group recognises the amount of
the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and Restated
Consolidated Statement of Profit and Loss depending upon the nature of modification. Where the carrying amount
of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability,
the Group recognises any remaining amount of the re-measurement in Restated Consolidated Statement of Profit
and Loss.
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;
- amounts expected to be payable under a residual value guarantee; and
- the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an
optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for
early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there
is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its
assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-
substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of
the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero. The Group presents right-of-use assets that do not meet the definition of investment property in
‘property, plant and equipment’ and lease liabilities in ‘financial liabilities’ in the statement of financial position.
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(f) Inventories
Inventories are valued at lower of cost or net realisable value. The method of determining cost of various
categories of inventories are as follows:
Raw materials (except goods in transit) Weighted average method
Traded goods Weighted average method
Packing material Weighted average method
Stores and spares Weighted average method
Work-in-progress and finished goods Variable cost at weighted average including an appropriate share
(manufactured) of variable and fixed production overheads. Fixed production
overheads are included based on normal capacity of production
facilities.
Goods in transit Specifically identified purchase cost
The cost of inventories includes expenditure incurred in acquiring the inventories, production or conversion costs
and other costs incurred in bringing them to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale. The net realisable value of work-in-progress is
determined with reference to the selling prices of related finished products.
Raw materials and other supplies held for use in the production of finished products are not written down below
cost, except in cases where material prices have declined and it is estimated that the cost of the finished products
will exceed their net realisable value. The Group reviews the condition of its inventories and makes provision
against obsolete and slow moving inventory items which are identified as no longer suitable for sale or use.
The comparison of cost and net realisable value is made on an item-by-item basis.
(g) Impairment
Impairment of financial assets
The Group recognises loss allowances for expected credit loss on financial assets measured at amortised cost.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit- impaired.
A financial asset is ‘credit-impaired’ when one or more events that have detrimental impact on the estimated
future cash flows of the financial assets have occurred.
Evidence that the financial asset is credit-impaired includes the following observable data:
- significant financial difficulty of the borrower or issuer;
- the breach of contract such as a default or being past due for 90 days or more;
- the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
- it is probable that the borrower will enter bankruptcy or other financial re-organisation; or
- the disappearance of active market for a security because of financial difficulties.
The Group measures loss allowances at an amount equal to lifetime expected credit losses, except for the
following, which are measured as 12 month expected credit losses:
- Bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial
instrument) has not increased significantly since initial recognition.
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Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the
expected life of a financial instrument.
12-month expected credit losses are the portion of expected credit losses that result from default events that are
possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is
less than 12 months). In all cases, the maximum period considered when estimating expected credit losses is the
maximum contractual period over which the Group is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition
and when estimating expected credit losses, the Group considers reasonable and supportable information that is
relevant and available without undue cost or effort. This includes both quantitative and qualitative information
and analysis, based on the Group’s historical experience and informed credit assessment and including forward
looking information.
Measurement of expected credit losses
Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the
present value of all cash shortfalls (i.e. difference between the cash flow due to the Group in accordance with
the contract and the cash flow that the Group expects to receive).
Expected credit losses are discounted at the effective interest rate of the financial asset.
Presentation of allowance for expected credit losses
Loss allowance for financial assets measured at the amortised cost is deducted from the gross carrying amount
of the assets.
Write-off
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is
no realistic prospect of recovery. This is generally the case when the Group determines that the debtors do not
have assets or sources of income that could generate sufficient cash flows to repay the amount subject to the
write-off. However, financial assets that are written off could still be subject to enforcement activities in order
to comply with the Group’s procedure for recovery of amounts due.
Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be
impaired. The Group’s non-financial assets other than inventories and deferred tax assets, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, then the
asset’s recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows (i.e. corporate assets) are grouped
together into cash-generating units (CGUs). Each CGU represents the smallest group of assets that generates cash
inflows that are largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less
costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a
discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU
(or the asset).
The Group’s corporate assets (e.g head office building for providing support to CGU) do not generate independent
cash inflows. To determine impairment of a corporate asset, recoverable amount is determined for the CGUs to
which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable
amount. Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying
amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the
CGU on a pro rata basis. An impairment loss in respect of goodwill is not subsequently reversed. An
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impairment loss in respect of assets for which impairment loss has been recognized in prior periods, the Group
reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortization, if no impairment loss had been
recognized.
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d) The Group exercises judgement in determining whether the performance obligation is satisfied at a point in
time or over a period of time. The Group considers indicators such as how customer consumes benefits as
services are rendered or who controls the asset as it is being created or existence of enforceable right to payment
for performance to date and alternate use of such product or service, transfer of significant risks and rewards
to the customer, acceptance of delivery by the customer, etc.
e) Revenue for fixed-price contract is recognised using percentage-of-completion method. The Group uses
judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of
completion of the performance obligation.
f) Contract fulfilment costs are generally expensed as incurred except for certain expenses which meet the criteria
for capitalisation. Such costs are amortised over the contractual period. The assessment of this criteria requires
the application of judgement, in particular when considering if costs generate or enhance resources to be used
to satisfy future performance obligations and whether costs are expected to be recovered.
g) Right of return - Group provides a customer with a right to return in case of any defects or on grounds of
quality. The Group uses the expected value method to estimate the goods that will not be returned because this
method best predicts the amount of variable consideration to which the Group will be entitled. The
requirements in Ind AS 115 on constraining estimates of variable consideration are also applied in order to
determine the amount of variable consideration that can be included in the transaction price. For goods that are
expected to be returned, instead of revenue, the Group recognizes a refund liability. A right of return asset and
corresponding adjustment to change in inventory is also recognized for the right to recover products from a
customer.
Export incentives
Export incentive entitlements are recognised as income when the right to receive credit as per the terms of the
scheme is established in respect of the exports made, and where there is no significant uncertainty regarding the
ultimate collection of the relevant export proceeds.
(i) Recognition of interest income or expense
Interest income or expense is recognised using the effective interest method.
The ‘effective interest rate’ is the rate that exactly discounts the estimated future cash payments or receipts
through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of
the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial
assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying
the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then
the calculation of interest income reverts to the gross basis.
(j) Government grant
The Company recognises government grants only when there is reasonable assurance that the conditions attached
to them will be complied with, and the grants will be received. Government grants related to capital assets are
recognised initially as deferred income at fair value when there is reasonable assurance that they will be received
and the Group will comply with the conditions associated with the grant; they are then recognised in Restated
Consolidated Statement of Profit and Loss as other income on a systematic basis.
Grants that compensate the Group for expenses incurred are recognised in Restated Consolidated Statement of
Profit and Loss as other income on a systematic basis in the periods in which such expenses are recognised.
Grants related to income are deducted in reporting the related expense in the statement of profit and loss. Export
entitlements from government authorities are recognised in the statement of profit and loss when the right to
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receive credit as per the terms of the scheme is established in respect of the exports made by the Company, and
where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.
(k) Employee benefits
Short-term employee benefits
All employee benefits falling due within twelve months of the end of the period in which the employees render
the related services are classified as short-term employee benefits, which include benefits like salaries, wages,
short term compensated absences, performance incentives, etc. and are recognised as expenses in the period in
which the employee renders the related service and measured on an undiscounted basis. A liability is recognised
for the amount expected to be paid e.g., salaries, wages and bonus, if the Group has a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation
can be estimated reliably.
Post-employment benefits
Post-employment benefit plans are classified into defined benefits plans and defined contribution plans as under:
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions
to a separate entity and will have no legal or constructive obligation to pay further amounts. The Group makes
specified monthly contributions towards employee provident fund and employee state insurance scheme (‘ESI’)
to Government administered scheme which is a defined contribution plan. The Group's contribution is recognised
as an expense in the Restated Consolidated Statement of Profit and Loss during the period in which the employee
renders the related service.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Gratuity is a
defined benefit plan. The Group has an obligation towards gratuity, a defined benefit retirement plan covering
eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while
in employment or on termination of employment of an amount based on the respective employee's salary and
the tenure of employment. The Group’s net obligation in respect of gratuity is calculated separately by estimating
the amount of future benefit that employees have earned in the current and prior periods and discounting that
amount. The calculation of defined benefit obligation is performed annually by a qualified actuary using the
projected unit credit method.
Other long-term employee benefits
Compensated absences
As per the Group's policy, eligible leaves can be accumulated by the employees and carried forward to future
periods to either be utilised during the service, or encashed. Encashment can be made during service, on early
retirement, on withdrawal of scheme, at resignation and upon death of the employee. Accumulated compensated
absences are treated as other long-term employee benefits. The Group's obligation in respect of long-term
employee benefits other than post-employment benefits is the amount of future benefit that employees have
earned in return for their service in the current and prior periods; that benefit is discounted to determine its
present value, and the fair value of any related assets is deducted. Such obligation such as those related to
compensate absences is measured on the basis of an actuarial valuation performed annually by a qualified actuary
using the projected unit credit method.
Termination benefits
Termination benefits are recognised as an expense when, as a result of a past event, the Group has a present
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required
to settle the obligation.
Actuarial valuation
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The liability in respect of all defined benefit plans is accrued in the books of account on the basis of actuarial
valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognizes each
year of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately
to build up the final obligation. The obligation is measured at the present value of estimated future cash flows.
The discount rates used for determining the present value of obligation under defined benefit plans, is based on
the market yields on Government securities as at the reporting date, having maturity periods approximating to
the terms of related obligations.
Remeasurement gains and losses in respect of all defined benefit plans arising from experience adjustments and
changes in actuarial assumptions are recognised in the period in which they occur, directly in other
comprehensive income. They are included in other equity in the Restated Consolidated Statement of Changes in
Equity and in the Restated Consolidated Statement of Assets and Liabilities. Changes in the present value of the
defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in
Restated Consolidated Statement of Profit and Loss as past service cost. Gains or losses on the curtailment or
settlement of any defined benefit plan are recognised when the curtailment or settlement occurs.
(l) Borrowing costs
Borrowing costs are interest and other costs incurred by the Group in connection with the borrowing of funds.
Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial
period of time to get ready for their intended use are capitalized as a part of cost of the asset. Other borrowing
costs are recognised as an expense in the Restated Consolidated Statement of Profit and Loss in the period in
which they are incurred.
(m) Foreign currency transactions
Initial recognition
Transactions in foreign currencies are translated into the functional currency of the Group at the exchange rates
at the dates of the transactions.
Measurement at the reporting date
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign
currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-
monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Exchange differences on restatement/settlement of all monetary items
are recognised in the Restated Consolidated Statement of profit and loss.
(n) Income tax
Income tax expense comprises current and deferred tax. It is recognised in Restated Consolidated Statement of
Profit and Loss except to the extent that it relates to a business combination, or items recognised directly in
equity or in other comprehensive income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or received after considering uncertainty
related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting
date. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulations is subject to interpretation. It establishes provisions or make reversals of provisions
made in earlier years, where appropriate, on the basis of amounts expected to be paid to / received from the tax
authorities.
Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised
amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
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Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits will be available against which they can be used.
Deferred tax assets, recognized or unrecognized, are reviewed at each reporting date and recognised / reduced
to the extent that it has become probable / no longer probable respectively that future taxable profits will be
available against which they can be used.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if there is a legally enforceable right to set off the current tax
liabilities and assets, and they relate to income taxes levied by the same tax authorities.
(o) Provisions (other than for employee benefits)
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required
to settle the obligation. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability. Where discounting is used, the increase in the
provision due to the passage of time is recognized as a finance cost.
The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. When
some or all of the economic benefits required to settle a provision are expected to be recovered from a third
party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and
the amount of the receivable can be measured reliably.
(p) Contingent liabilities and contingent assets
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may,
but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions but are disclosed unless the possibility of outflow of
resources is remote.
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility
of an inflow of economic benefits to the entity. Contingent assets are recognized when the realisation of income
is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate. A contingent
asset is disclosed where an inflow of economic benefits is probable.
Contingent liabilities and contingent assets are reviewed at each reporting date and adjusted to reflect the current
best estimates.
(q) Commitments
Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets.
Commitments are reviewed at each reporting date.
(r) Operating segment
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s
other components, and for which discrete financial information is available. All operating segments’ operating
results are reviewed regularly by the Group’s Chief Operating Decision Maker (CODM) to make decisions about
resources to be allocated to the segments and assess their performance.
63
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure V- Basis of Preparation and Significant Accounting Policies
i. Equity shares: Incremental costs directly attributable to the issue of equity shares are recognised as a
deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for
in accordance with Ind AS 12.
ii. Preference shares: The Group’s compulsorily convertible preference shares (“CCPS”) are classified as
financial liabilities, because the instrument holders, in terms of the underlying agreement, had exit rights
including requiring the Company to buy back shares held by them where upon the conversion ratio is
also not fixed. Since both the conversion and redemption feature is conditional upon an event not under
the control of the issuer, and may require entity to deliver cash, which issuer cannot avoid, or convert
the CCPS into equity shares, where the fixed for fixed condition is not met, therefore, CCPS have been
considered a “hybrid” financial liability.
64
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure V- Basis of Preparation and Significant Accounting Policies
65
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Accumulated depreciation
Balance as at 1 April 2020 - 30.10 54.94 - 4.85 1.09 4.77 0.62 1.01 97.38 -
Depreciation for the year - 10.51 29.41 - 4.71 0.58 3.73 1.14 1.99 52.07 -
Disposals - - (2.09) - - - - - - (2.09) -
Balance as at 31 March 2021 - 40.61 82.26 - 9.56 1.67 8.50 1.76 3.00 147.36 -
Balance as at 1 April 2021 - 40.61 82.26 - 9.56 1.67 8.50 1.76 3.00 147.36 -
Depreciation for the year - 12.89 38.62 1.80 6.27 3.55 4.57 1.20 1.52 70.42 -
Disposals - - (0.26) - - - - - - (0.26) -
Balance as at 31 March 2022 - 53.50 120.62 1.80 15.83 5.22 13.07 2.96 4.52 217.52 -
Balance as at 1 April 2022 - 53.50 120.62 1.80 15.83 5.22 13.07 2.96 4.52 217.52 -
Depreciation for the year - 18.58 55.31 5.87 8.31 3.95 5.52 1.00 2.54 101.08 -
Disposals - - (0.16) (0.24) - (0.06) - - - (0.46) -
Balance as at 31 March 2023 - 72.08 175.77 7.43 24.14 9.11 18.59 3.96 7.06 318.14 -
Carrying amounts (net)
As at 31 March 2021 57.48 282.24 337.66 - 24.67 30.94 26.66 1.79 2.15 763.59 72.64
As at 31 March 2022 169.57 511.95 671.91 61.26 69.16 31.87 41.71 2.28 5.89 1,565.60 0.31
As at 31 March 2023 169.57 500.19 642.07 52.12 61.09 30.44 37.71 1.84 6.03 1,501.06 215.43
# Represents capital work in progress capitalised during the respective years.
Notes:
a. Refer note 19 for information on property, plant and equipment pledged as security by the Holding and subsidiary Company.
b. Refer note 45 (ii) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
c. Plant and equipment includes INR Nil (31 March 2022: INR 7.44, 31 March 2021: INR 7.77) of capitalization towards research and development assets.
66
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
d. The Company has capitalized the following expenses to the cost of property, plant and equipment / capital work-in-progress (CWIP). Consequently, expenses disclosed
under the respective notes are net of these amounts:
Particulars As at As at As at
31 March 2023 31 March 2022 31 March 2021
Employee benefits expense 14.96 12.16 1.59
Finance costs 28.83 22.91 -
(Interest expense on financial liabilities measured at amortised cost - on
borrowings)#
Other expenses 0.74 3.90 2.10
Total 44.53 38.97 3.69
# Capitalisation of borrowing costs relates to funds borrowed both specifically and generally to acquire/construct qualifying assets. The capitalisation relating to
general borrowings was INR 18.94 at 8.11 % (31 March 2022: INR 10.24 at 4.69 % , 31 March 2021: INR Nil)
Accumulated amortization
Balance as at 1 April 2020 - 2.33
Additions - 2.53
Balance as at 31 March 2021 - 4.86
Balance as at 1 April 2021 - 4.86
Additions - 1.90
Balance as at 31 March 2022 - 6.76
Balance as at 1 April 2022 - 6.76
Additions - 1.60
Balance as at 31 March 2023 - 8.36
Carrying amounts (net)
As at 31 March 2021 - 4.44
As at 31 March 2022 166.94 4.53
As at 31 March 2023 166.94 7.73
* Refer note 47(b)
Note:
a. As at years ended on 31 March 2023, 31 March 2022 and 31 March 2021 the estimated remaining amortization period for other intangible assets are as follows:
Particulars As at As at As at
31 March 2023 31 March 2022 31 March 2021
Computer Software 0.5-4 years 0.5-5 years 0.5-5 years
67
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
b. For the purposes of impairment testing, goodwill is allocated to the Cash Generating Units (CGU) which represents the lowest level at which the goodwill is monitored
for internal management purposes, which is not higher than the Group’s operating segments. The entire goodwill of INR 166.94 has been allocated to the purchase of
business of Univentis Medicare Limited.
The recoverable amount of the above cash generating units was based on its value in use. The value in use of these units was determined to be higher than the carrying
amount by INR 477.46 (31 March 2022: INR 536.59, 31 March 2021: NA) and an analysis of the calculation’s sensitivity towards change in key assumptions did not
identify any probable scenarios where the CGU recoverable amount would fall below their carrying amount.
Value in use was determined by discounting the future cash flows generated from the continuing use of the CGU. The calculation was based on the following key
assumptions:
i. The anticipated annual revenue growth and margin included in the cash flow projections for five years are based on past experience, actual operating results and the
future business plan.
ii. The terminal growth rate is 5.00 % (31 March 2022; 5.00 %, 31 March 2021: Nil) representing management view on the future long-term growth rate.
iii. Post-tax discount rate of 14.58% (31 March 2022: 15.14%, 31 March 2021: Nil) was applied in determining the recoverable amount of the CGUs. The discount rate
was estimated based on the weighted average cost of capital. Pre-tax discount rate is 19.48% (31 March 2022: 20.23%, 31 March 2021: Nil).
iv. Budgeted earning before interest, tax, depreciation and amortisation ("EBITDA") growth rate (average of next five years) of 15.00 % (31 March 2022: 15.00 %, 31
March 2021: Nil) was applied in management forecast, which represents a conservative revenue to EBIDTA ratio of 12% (average of next five years) (31 March 2022:
12%, 31 March 2023: Nil) which is in line with long term estimates and historic profitability of management.
The values assigned to the key assumptions represent the management’s assessment of future trends in the industry and based on both internal and external sources.
a. Information about leases for which the Group is a lessee is presented below :
Right-of-use assets - building As at As at As at
31 March 2023 31 March 2022 31 March 2021
Right of use assets
Balance as at beginning of the year 5.76 3.99 5.25
Additions 6.70 - -
Additions on acquisition of subsidiary (Refer note 47(b)) - 3.46 -
Depreciation for the year (4.22) (1.69) (1.26)
Balance as at end of the year (A) 8.24 5.76 3.99
Right-of-use assets - land* As at As at As at
31 March 2023 31 March 2022 31 March 2021
Balance as at beginning of the year 87.52 19.38 -
Additions 61.15 55.16 -
Acquisition of business on account of slump sale (Refer note 47(a)) - - 19.38
Additions on acquisition of subsidiary (Refer note 47(b)) - 14.00 -
Depreciation for the year (3.87) (1.02) -
Balance as at end of the year (B) 144.80 87.52 19.38
* Leasehold land includes leasehold land of INR Nil (31 March 2022: INR 19.38, 31 March 2021: INR 19.38) situated at Plot no. 81-A & 81-B, EPIP
Phase I, Jharrnagri, Baddi, Solan which was acquired as part of acquisition of business on account of slump sale on 31 March 2021 (refer note 47(a)) for which the
Holding Company has completed the formalities for transferring the lease deed in its own name in the year ended on 31 March 2023. The title deed holder for the
year ended on 31 March 2022 and 31 March 2021 was not a promoter, director or relative of promoter/director or employee of promoter/director.
b. The aggregate depreciation expense on right-of-use assets is included under depreciation and amortisation expense in the Statement of Profit and Loss.
c. Set out below are the carrying amounts of lease liabilities and reconciliation of movements to cash flows arising from financing activities during the year :
Lease liabilities included in statement of assets and liabilities As at As at As at
31 March 2023 31 March 2022 31 March 2021
Current 3.96 3.96 1.18
Non-current 13.84 5.90 3.53
Total 17.80 9.86 4.71
68
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
f. The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as
and when they fall due.
g. The Group has also taken certain office premises and residential premises (used as guest house) on lease with contract terms within one year. These leases are short-term.
The Company has elected not to recognize right-of-use-assets and lease liabilities for these leases. The expenses relating to short-term leases for which the recognition
exemption has been applied have been charged to the Statement of Profit and Loss on straight line basis.
h. The table below provides details regarding amounts recognized in the Statement of Profit and Loss:
For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Expenses relating to short-term leases 1.14 0.81 0.87
Interest on lease liabilities 1.86 0.67 0.58
Depreciation expense 8.09 2.71 1.26
Total 11.09 4.19 2.71
i. The following are the amounts recognized in the Statement of Cash Flow: For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Total cash outflow for leases (including short term leases) 8.35 3.92 2.40
j The weighted average incremental borrowing rate applied to lease liabilities as at the date of origination of lease is 8.94%-11.36% (31 March 2022: 11.05% - 11.36%, 31
March 2021: 11.05% - 11.36%)
Note 5: Investments As at As at As at
31 March 2023 31 March 2022 31 March 2021
Non-current investments
Investments in equity shares
Unquoted equity shares (at cost)
- Shivalik Solid Waste Management Limited 0.00^ 0.00^ 0.00^
250 (31 March 2022: 250, 31 March 2021: 250) equity shares of INR 10 each fully paid-up
0.00^ 0.00^ 0.00^
^ The total value of shares in absolute value was INR 2,500/- but for reporting rounded upto INR 0.00 million
# These deposits include restricted bank deposits INR 0.16 (31 March 2022: INR 0.27, 31 March 2021: INR Nil) pledged as margin money.
69
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 10 - Inventories As at As at As at
(At lower of cost and net realizable value) 31 March 2023 31 March 2022 31 March 2021
Break-up: As at As at As at
31 March 2023 31 March 2022 31 March 2021
Trade receivables considered good - secured - - -
Trade receivables considered good - unsecured 2,661.17 2,132.91 1,386.63
Trade receivables which have significant increase in credit risk 5.75 5.51 3.54
Trade receivables - credit impaired - - -
2,666.92 2,138.42 1,390.17
Less: expected credit loss allowance
- Trade receivables considered good - secured - - -
- Trade receivables considered good - unsecured (8.99) (8.07) (1.10)
- Trade receivables which have significant increase in credit risk (5.75) (3.49) (3.54)
- Trade receivables - credit impaired - - -
Total trade receivables 2,652.18 2,126.86 1,385.53
70
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
# These deposits include restricted bank deposits INR 118.50 (31 March 2022: INR 15.64, 31 March 2021: INR 70.99) pledged as margin money.
71
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 17 - Equity share capital As at As at As at
31 March 2023 31 March 2022 31 March 2021
Authorized
64,000,000 (31 March 2022: 1,200,000, 31 March 2021: 1,200,000) equity shares of INR 10 each(31 March 640.00 120.00 120.00
2022: INR 100 , 31 March 2021: 100 each)
2,000,000 (31 March 2022: Nil, 31 March 2021: Nil) compulsorily convertible preference shares of INR 10 20.00 - -
each(31 March 2022: INR Nil , 31 March 2021: INR Nil each)*
20.00
660.00 -
120.00 -
120.00
\Issued, subscribed and paid-up
48,000,000 (31 March 2022: 1,200,000, 31 March 2021: 1,200,000) equity shares
480.00 120.00 120.00
of INR 10 each fully paid up( 31 March 2022: INR 100, 31 March 2021: INR 100
480.00 120.00 120.00
each)
* 1.41 million compulsorily convertible preference shares of INR 10 each have been issued during the year ending 31 March 2023 and are classified as financial liability.
a) Rights, preferences and restrictions attached to equity shares
As per the memorandum of association, the Holding Company's authorized share capital consist of equity shares. All equity shares rank equally with regard to dividends and share in the
Holding Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. Shareholders are entitled to one vote per equity share held in the Holding
Company. On winding up of the Holding Company, the holders of equity shares will be entitled to receive the residual assets of the Holding Company, remaining after distribution of all
preferential amounts in proportion to the number of equity shares held.
b) Rights, preferences and restrictions attached to Compulsorily convertible preference shares
During year ended 31 March 2023, 1,412,430 compulsorily convertible preference shares ("CCPS") have been issued as fully paid with a par value of INR 354 per share (31 March 2022: nil,
31 March 2021: Nil). The CCPS holders of the Holding company, in terms of the underlying agreement, have exit rights including requiring the Company to buy back shares held by them
where upon the conversion ratio is also not fixed. Each CCPS shall entitle its holder to preferential dividend at the rate of 0.01% (zero point zero one percent) per annum (“Preferential
Dividend”) of its face value. The Preferential Dividend is participative and cumulative and shall accrue from year to year. In addition to the Preferential Dividend, each CCPS shall entitle its
holder to also participate pari passu in any dividends paid to the holders of common equity shares of the Company (“Equity Shares”) on a pro-rata as converted basis. The holders of the CCPS
shall not be entitled to vote on any matter except to the extent permitted under the Companies Act 2013 or other applicable laws.
c) Reconciliation of the number of equity shares outstanding at the beginning and end of the reporting year:
As at 31 March 2023 As at 31 March 2022 As at 31 March 2021
No. of shares Amount No. of shares Amount No. of shares Amount
Balance at the beginning of the year 1,200,000 120.00 1,200,000 120.00 1,200,000 120.00
Sub division of 1 share of face value of INR 100 each to INR 10 each w.e.f 4 April 2022
(Increase in shares on account of sub-division)* 10,800,000 - - - - -
Add:- Bonus share issued during the year ended on 31 March 2023 36,000,000 360.00 - - - -
Balance at the end of the year 48,000,000 480.00 1,200,000 120.00 1,200,000 120.00
* The Shareholders of the Company, at the Extra ordinary general meeting held on April 4, 2022, had approved the sub-division of one equity share of face value 100/- each (fully paid-up) into
10 equity share of face value 10/- each. The record date for the said sub-division was set at April 4, 2022.
d) Details of shareholders holding more than 5 percent equity shares in the Group:
As at 31 March 2023 As at 31 March 2022 As at 31 March 2021
No. of shares % holding No. of % holding No. of % holding
in the class shares in the class shares in the class
Manoj Kumar Lohariwala # 19,036,000 39.66 475,900 39.66 475,900 39.66
Vinay Kumar Lohariwala # 14,436,000 30.08 360,900 30.08 243,900 20.33
Gian Parkash Aggarwal 14,512,000 30.23 362,800 30.23 479,800 39.98
# identified as promotors
e) Bonus shares, shares buyback and issue of shares for consideration other than in cash during five years immediately preceding 31 March 2023.
During the five years immediately preceding 31 March 2023 ('the year'), the Company have not issued any bonus shares except given below. Further, no shares have been issued for
consideration other than cash.
As at 31 March 2023 As at 31 March 2022 As at 31 March 2021
Number of Ratio Number of Ratio Number of Ratio
shares shares shares
Bonus issue 36,000,000 3:1 - - - -
f) Promoter Shareholding
Promoter's name As at 31 March 2023 As at 31 March 2022 As at 31 March 2021
No. of shares % of total % change No. of % of total % change No. of % of total % change
shares during the shares shares during the shares shares during the
year year year
Manoj Kumar Lohariwala 19,036,000 39.66 - 475,900 39.66 - 475,900 39.66 -
Vinay Kumar Lohariwala 14,436,000 30.08 - 360,900 30.08 9.76% 243,900 20.33 -
Gian Parkash Aggarwal - - - - - - - - -
Archit Aggarwal - - - - - - - - -
Veena Devi - - - - - - - - -
Vandana Lohariwala - - - - - - - - -
Chhavi Lohariwala - - - - - - - - -
g) During the year ended 31 March 2022, the Holding Company has initiated the process of filing Draft Red Herring Prospectus with SEBI in connection with the proposed Initial Public Offer
(‘IPO’) of equity shares of the Holding Company by way of fresh issue and an offer for sale by the existing shareholders. Separately, Gian Prakash Aggarwal,Archit Aggarwal,Veena
Devi,Vandana Lohariwala and Chhavi Lohariwala represented to the Holding Company on 19 March 2022, 15 March 2022, 15 March 2022, 10 March 2022 and 5 March 2022 respectively
that they never intended to / do not intend to be identified as a promoters of the Holding Company in regulatory filings with authorities, as applicable and Gian Prakash Aggarwal will hold not
more than 20.50% in the post-offer shareholding. Consequently, Gian Prakash Aggarwal and Chhavi Lohariwala also resigned as non-executive directors of the Holding Company on 1 April
2022. Further, the Board of Directors has taken on record the above declaration basis which the Holding Company has revised its annual return filings for the year ended 31 March 2021 and
has not identified Gian Prakash Aggarwal,Archit Aggarwal,Veena Devi,Vandana Lohariwala and Chhavi Lohariwala as promoter shareholders.
Note 18 - Other equity As at As at As at
31 March 2023 31 March 2022 31 March 2021
a Capital reserve
Balance at the beginning of the year 0.44 0.44 -
Add: Addition on acquisition of business on account of slump sale * - - 0.44
Balance at the end of the year 0.44 0.44 0.44
b Retained earnings
Balance at the beginning of the year 1,965.62 1,327.77 983.54
Less : Bonus share issued during the year (360.00) - -
Add: Profit for the year 679.54 639.53 345.00
Add: Other comprehensive (loss) for the year (remeasurement of defined benefit plans, net of tax) (0.54) (1.68) (0.77)
Balance at the end of the year 2,284.62 1,965.62 1,327.77
Total 2,285.06 1,966.06 1,328.21
Nature of reserves:
a. Capital reserve: Capital reserve represents the accumulated excess of the fair value of net assets acquired under business combination over the aggregate consideration transferred.
b. Retained earnings: Retained earnings are the profits that the Group has earned till date, less any dividends or other distributions paid to shareholders.
* also refer to note 47(a)
72
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 19 - Borrowings
A. Non-current borrowings As at As at As at
Notes
31 March 2023 31 March 2022 31 March 2021
Secured:
From banks
TermTerm
LoanLoan (I) 654.19 510.99 116.00
Unsecured:
From Others
Deposits
Deposits
fromfrom
directors
directors
& relative
(refer note 40) (III) 249.90 269.90 -
Non-Cumulative compulsorily
Cumlative compilsorily convertible
converitible preference
prefernce shares shares (IV) 468.45 - -
Less : Current maturities of non-current borrowings (30.77) (107.37) (56.00)
1,341.77 673.52 60.00
B. Current borrowings
Secured
From Banks
cash Cash
creditcredit
limit limit (I) 0.84 743.06 216.18
Working Capital demand loan ('WCDL') 973.69 150.00 -
Export packing credit limit ('EPCL') - 82.43 47.17
Credit Card 4.85 4.66 -
Term loan: current maturities of non current borrowings (I) 30.77 107.37 56.00
Unsecured:
From Others
Deposits
Deposits
fromfrom
directors
directors
& relative
(refer note 40) (III) - 220.78 70.91
1,010.15 1,308.30 390.26
Notes I: Term loans (Including the current maturities of non-current borrowings)
Non-current Current
Bank Name Nature of Rate of Repayment terms Security As at As at As at As at As at As at
facility & interest 31 March 2023 31 March 2022 31 March 2021 31 March 2023 31 March 2022 31 March 2021
currency % (p.a.)
State Bank Term Loan 3 Month 102 monthly instalments Equitable - 50.00 86.00 - - -
of India (INR) * MCLR + from September 2017 after mortgage
0.4% initial moratorium of 18 (first charge)
months (till August 2017) on (b) and (c),
and having first 6 monthly Pari passu
instalments of INR 1.88, charge on (h),
next 95 instalments of INR along with (a),
3.00 and last instalment of (j) and (k)
INR 3.75
Cash Credit 3 Month Equitable - - - - 448.56 115.22
Limit (INR) MCLR + mortgage
0.40% (first charge)
on (b), (c) and
WCDL 91 day - - - 500.00 - -
(d), First pari
(INR) T-bill
passu charge
linked
on (p) along
EPCL EBLR + with (j) and - - - - - 47.17
(INR) 2.2% (k)
Cash Credit EBLR + Equitable - - - 0.35 - 28.01
Limit (INR) 2.00% mortgage
(first charge)
on (d), (n) and
(o) along with
(j) - 189.47 - - - -
Yes Bank Term Loan 3 Month 78 monthly instalments First pari
Limited (INR) * MCLR + from December 2021 after passu charge
0.05% initial moratorium period of on (b) (c), (d)
6 months (till November and (h) along
2021) from the date of first with (a),
disbursement amounting (j) and (k)
INR 2.55 per month and last
instalment of INR 3.65
Term Loan 1 Month 60 monthly instalments - 10.00 30.00 - - -
(INR) * MCLR + from October 2017 after
0.2% initial moratorium period of
12 months (till September
2017) from the date of first
disbursement
Term Loan 3 Month 60 monthly instalments Exclusive - 69.87 - - - -
(INR) * MCLR + from April 2023 after initial charge on (f)
0.15% moratorium period of 18 along with (j)
months (till March 2023)
from the date of first
disbursement
Cash Credit 1 Month First pari - - - - 136.41 65.96
Limit (INR) MCLR + passu charge
0.35% on (i), (b), (c)
WCDL Overnight and (d) along - - - 300.00 150.00 -
(INR) MIBOR + with (j) and
1.28% (k)
EPCL 5.95% - - - - 82.43 -
(INR)
73
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Non-current Current
Bank Name Nature of Rate of Repayment terms Security As at As at As at As at As at As at
facility & interest 31 March 2023 31 March 2022 31 March 2021 31 March 2023 31 March 2022 31 March 2021
currency % (p.a.)
HDFC Bank Term Loan 3 M T 24 quarterly instalments First pari 492.87 - - - - -
(INR) * Bill + from October 2024 after passu charge
1.63% initial moratorium of 24 on (b), (c), (h)
months on repayment of and (i),
principle (till September along with (a),
2024) with monthly interest (j) and (k)
repayment from 1
December 2022.
Credit Card - - - - - 4.85 4.66 -
(INR)
WCDL 7.72% (g), (j) and (l) - - - 113.69 -
(INR)
Cash Credit 1 Month (g), (j) and (l) - - - 0.05 100.49 -
Limit (INR) MCLR +
0.35%
Hongkong Term Loan TBLR + 84 monthly instalments First pari 110.57 131.53 - - - -
and (INR) * 3.23% from December 2021 after passu charge
Shanghai initial moratorium period of on (b), (c), (h)
Banking 6 months (till November and (i),
Corporation 2021) along with (a),
Limited Term Loan TBLR + 78 monthly instalments (j) and (k) 50.75 60.12 - - - -
("HSBC (INR) * 3.23% from March 2022 till
Ltd") August 2028
WCDL 1 M T- First pari - - - 60.00 - -
(INR) bill + passu charge
1.34% on (b), (c) and
(m) along
with (j) and
Cash Credit Overnight (k)
First pari - - - 0.44 57.60 6.99
Limit (INR) MCLR + passu charge
0.05% on (b), (c) and
(m) along
with (j) and
(k) 654.19 510.99 116.00 979.38 980.15 263.35
*Term loans include the current maturities of non-current borrowings
74
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
C. The group has filed quarterly returns/statement of current assets with banks for the below mentioned quarters and there are certain variances between the amounts reported
and amounts as per the books of accounts which are shown below:
Innova Captab Limited
Quarter end date Particulars Amount as per State Bank of India Yes Bank Limited HSBC Ltd
books of account Amount as Amount of Amount as Amount of Amount as Amount of
reported difference reported difference reported difference
30 June 2020 Inventory 531.66 542.12 (10.46) 542.12 (10.46) - -
Trade Receivable 1,021.82 945.62 76.20 925.06 96.76 - -
Trade Payable 581.97 566.48 15.49 566.48 15.49 - -
30 September 2020 Inventory 481.71 479.44 2.27 479.44 2.27 479.44 2.27
Trade Receivable 1,134.02 1,078.88 55.14 1,078.12 55.90 1,078.12 55.90
Trade Payable 679.89 602.00 77.89 602.00 77.89 602.00 77.89
31 December 2020 Inventory 534.44 521.52 12.92 521.52 12.92 521.52 12.92
Trade Receivable 1,176.33 1,253.72 (77.39) 1,148.80 27.53 1,148.80 27.53
Trade Payable 781.18 734.00 47.18 734.00 47.18 734.00 47.18
31 March 2021 Inventory 914.45 556.85 357.60 556.85 357.60 556.85 357.60
Trade Receivable 1,385.53 1,436.53 (51.00) 1,354.27 31.26 1,354.27 31.26
Trade Payable 1,122.33 1,028.38 93.95 1,028.38 93.95 1,028.38 93.95
30 June 2021 Inventory 1,200.97 1,131.75 69.22 1,131.75 69.22 1,131.75 69.22
Trade Receivable 2,020.50 1,963.25 57.25 1,924.53 95.97 1,924.53 95.97
Trade Payable 1,895.92 1,749.70 146.22 1,749.70 146.22 1,749.70 146.22
30 September 2021 Inventory 919.72 916.71 3.01 916.71 3.01 916.71 3.01
Trade Receivable 1,795.04 1,793.33 1.71 1,680.74 114.30 1,680.74 114.30
Trade Payable 1,230.29 1,186.05 44.24 1,186.05 44.24 1,186.05 44.24
31 December 2021 Inventory 1,169.99 1,058.88 111.11 1,058.88 111.11 1,058.88 111.11
Trade Receivable 1,440.65 1,539.63 (98.98) 1,539.63 (98.98) 1,539.63 (98.98)
Trade Payable 1,214.71 1,287.31 (72.60) 1,287.31 (72.60) 1,287.31 (72.60)
31 March 2022 Inventory 1,052.86 1,053.15 (0.29) 1,053.63 (0.77) 1,053.63 (0.77)
Trade Receivable 1,738.53 1,738.08 0.45 1,738.08 0.45 1,738.08 0.45
Trade Payable 1,404.31 1,401.92 2.39 1,401.92 2.39 1,401.92 2.39
30 June 2022 Inventory 1,052.23 1,021.93 30.30 1,020.09 32.14 1,020.09 32.14
Trade Receivable 1,764.77 1,722.96 41.81 1,722.96 41.81 1,722.96 41.81
Trade Payable 1,563.33 1,575.96 (12.63) 1,575.96 (12.63) 1,575.96 (12.63)
30 September 2022 Inventory 888.58 888.60 (0.02) 888.57 0.01 888.57 0.01
Trade Receivable 2,355.57 2,355.60 (0.03) 2,355.57 (0.00) 2,355.57 (0.00)
Trade Payable 1,225.34 1,223.50 1.84 1,223.51 1.83 1,223.51 1.83
31 December 2022 Inventory 1,038.84 1,062.40 (23.56) 1,062.36 (23.52) 1,062.36 (23.52)
Trade Receivable 2,359.69 2,359.20 0.49 2,359.16 0.53 2,359.16 0.53
Trade Payable 1,545.72 1,571.50 (25.78) 1,571.52 (25.80) 1,571.52 (25.80)
31 March 2023 Inventory 972.72 985.38 (12.66) 985.38 (12.66) 985.38 (12.66)
Trade Receivable 2,296.76 2,307.08 (10.32) 2,307.08 (10.32) 2,307.08 (10.32)
Trade Payable 1,480.84 1,480.85 (0.01) 1,480.85 (0.01) 1,480.85 (0.01)
Univentis Medicare Limited (Refer note 47 (b))
Quarter end date Particulars Amount as per HDFC Bank
books of account Amount as Amount of
reported difference
30 June 2021 Inventory 226.85 226.44 0.41
Trade Receivable 781.84 781.84 -
Trade Payable 524.02 523.21 0.81
30 September 2021 Inventory 226.19 223.52 2.67
Trade Receivable 717.38 717.19 0.19
Trade Payable 410.72 409.93 0.79
31 December 2021 Inventory 277.48 246.64 30.84
Trade Receivable 566.17 613.87 (47.70)
Trade Payable 201.93 197.49 4.44
31 March 2022 Inventory 249.46 271.93 (22.47)
Trade Receivable 519.32 521.45 (2.13)
Trade Payable 174.72 174.70 0.02
30 June 2022 Inventory 272.28 272.28 -
Trade Receivable 519.53 519.53 -
Trade Payable 164.16 164.16 -
30 September 2022 Inventory 238.12 238.12 -
Trade Receivable 644.70 644.70 -
Trade Payable 213.26 213.26 -
31 December 2022 Inventory 248.67 248.67 -
Trade Receivable 653.93 653.93 -
Trade Payable 430.43 430.43 -
31 March 2023 Inventory 219.30 219.41 (0.11)
Trade Receivable 666.51 669.66 (3.15)
Trade Payable 415.08 417.69 (2.61)
75
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Innova Captab (Partnership firm) (Refer note 47 (a))
Quarter end date Particulars Amount as per State Bank of India
books of account Amount as Amount of
reported difference
30 June 2020 Inventory 315.05 303.50 11.55
Trade Receivable 367.29 352.82 14.47
Trade Payable 301.51 287.82 13.69
30 September 2020 Inventory 232.05 221.17 10.88
Trade Receivable 504.70 449.36 55.34
Trade Payable 300.93 248.77 52.16
31 December 2020 Inventory 203.56 192.11 11.45
Trade Receivable 541.22 474.04 67.18
Trade Payable 309.85 267.44 42.41
31 March 2021 Inventory 215.49 214.85 0.64
Trade Receivable 448.69 446.32 2.37
Trade Payable 306.50 305.41 1.09
The quarterly returns/statement of current assets as submitted to banks compared to books of accounts reflected material discrepancies in above mentioned quarters as the
Holding and subsidiary Company had not considered goods-in-transit while reporting the balance of inventories, had adjusted the advances from customers while reporting
the balance of trade receivables and had adjusted advances to vendors while reporting the balance of trade payables as at respective quarter ends.
Further, the quarterly returns/statement of current assets submitted to banks were prepared before incorporating the impact of certain adjustments pertaining to cut off of
revenue and purchase, overhead loading in inventories, accrual of interest towards MSME vendors as the Group did not have a formal quarterly closing process for its
books of accounts. The Group has subsequently improved its processes for better reporting and submission of such data.
Further, in the year ended 31 March 2023, 31 March 2022 and 31 March 2021 the actual utilization of working capital remained within the bank sanction limits.
E. Undrawn borrowing
Innova Captab Limited
As at 31 March 2023
Bank Nature of facility Denomination of currency of Sanctioned Total drawn amount as at Total undrawn amount as at
facility amount 31 March 2023 31 March 2023
YES Bank Limited Cash credit INR 750.00 300.00 450.00
SBI Bank Cash credit INR 850.00 500.35 349.65
HDFC Bank Limited Cash credit INR 200.00 118.53 81.47
HSBC Limited Cash credit INR 100.00 60.44 39.56
As at 31 March 2022
Bank Nature of facility Denomination of currency of Sanctioned Total drawn amount as at Total undrawn amount as at
facility amount 31 March 2022 31 March 2022
As at 31 March 2022
Bank Nature of facility Denomination of currency of Sanctioned Total drawn amount as at Total undrawn amount as at
facility amount 31 March 2022 31 March 2022
HDFC Bank Limited Cash credit INR 300.00 100.49 199.51
76
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
F. Reconciliation of movements of current and non-current borrowings to cash flows arising from financing activities
As at As at As at
31 March 2023 31 March 2022 31 March 2021
Borrowings at the beginning of the year 1,981.79 450.26 535.12
Proceeds from non-current borrowings 495.13 1,085.50 -
Repayments of non-current borrowings (350.56) (390.63) (56.09)
Proceeds from/ repayments of current borrowings (net) (241.53) 613.98 (100.98)
Acquired on account of business combination [refer note 47(a) and 47(b)] - 223.58 72.21
Transaction costs related to borrowings (1.36) (0.90) -
Borrowings at the end of the year 1,883.47 1,981.79 450.26
Note 21 - Provisions As at As at As at
31 March 2023 31 March 2022 31 March 2021
A. Non-current
Provision for employee benefits:
Long term provision
Provision- Leave
for compensated
encashmentabsences 6.13 4.52 2.14
Long term provision
Provision- Gratuity
for gratuity (refer note 39) 22.84 18.14 10.20
28.97 22.66 12.34
B. Current
Provision for employee benefits:
Short term provision
Provision- for
Leave
compensated
encashment absences 1.63 1.55 1.24
Short term provision
Provision- for
Gratuity
gratuity (refer note 39) 4.20 1.95 3.11
5.83 3.50 4.35
Others:
Provision forProvision
litigationfor litigation (refer note (a) below) - - 0.99
5.83 3.50 5.34
Note:
(a) Provision for litigation
Balance at the commencement of the year - 0.99 -
Add: Provision made during the year - - 0.99
Less: Provision utilised/reversed during the year - (0.99) -
Balance at the end of the year - - 0.99
77
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
As at 31 March 2022 Outstanding for following periods from due date of payment
Unbilled Not due < 1 year 1 year to 2 year > 3 years Total
2 years to 3 years
Outstanding dues of micro and small enterprises - 12.27 2.04 - - - 14.31
Outstanding dues of creditors other than micro and small enterprises 52.42 1,180.15 201.16 - - - 1,433.73
Disputed dues of micro and small enterprises - - - - - - -
Disputed dues of creditors other than micro and small enterprises - - - - - - -
Total 52.42 1,192.42 203.20 - - - 1,448.04
As at 31 March 2021 Outstanding for following periods from due date of payment
Unbilled Not due < 1 year 1 year to 2 year > 3 years Total
2 years to 3 years
Outstanding dues of micro and small enterprises - 34.62 0.20 - - - 34.82
Outstanding dues of creditors other than micro and small enterprises 13.61 932.98 140.23 0.67 - 0.02 1,087.51
Disputed dues of micro and small enterprises - - - - - - -
Disputed dues of creditors other than micro and small enterprises - - - - - - -
Total 13.61 967.60 140.43 0.67 - 0.02 1,122.33
Note 27 - Revenue from operations For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Sale of finished goods 8,298.32 7,452.52 3,834.91
Sale of traded goods 912.07 490.11 233.55
Sale of services 43.59 55.11 27.18
Other operating revenues
- Export incentives 6.95 5.22 10.05
- Scrap sales 2.87 2.30 0.93
9,263.80 8,005.26 4,106.62
Notes:
a. Reconciliation of revenue recognized (excluding other operating revenues) with the contract price is as follows:
Contract price 9,410.96 8,076.18 4,104.86
Adjustments for discounts and rebates (136.92) (76.40) (9.22)
Refund liability (20.06) (2.04) -
Revenue recognized 9,253.98 7,997.74 4,095.64
b. Contract Balances
Contract liability, which are included in ‘other current liabilities’ * 24.67 35.83 44.92
* Considering the nature of business of the Group, the above contract liability generally materializes as revenue within the same operating cycle.
78
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
c. Revenue from sale of goods and services disaggregated by primary For the year ended For the year ended For the year ended
geographical market 31 March 2023 31 March 2022 31 March 2021
India 8,447.35 7,229.93 3,697.73
Outside India 806.63 767.81 397.91
Total revenue from contracts with customers 9,253.98 7,997.74 4,095.64
d. Timing of Revenue recognition
Product transferred at point in time 5,399.55 4,708.79 1,979.31
Product and Services transferred over time 3,854.43 3,288.95 2,116.33
Revenue from contract with customers 9,253.98 7,997.74 4,095.64
Note 28 - Other income For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Interest income
- on bank deposits 7.11 1.41 2.35
Amortisation of government grant 21.52 0.43 0.43
Net gain on sale of property, plant and equipment 2.86 - 1.50
Gain on fair valuation of compulsorily convertible preference shares 19.76 - -
Gain on foreign exchange fluctuation (net) 32.28 16.98 4.47
Miscellaneous income 8.45 10.01 4.96
91.98 28.83 13.71
Note 29- Cost of materials consumed For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Raw material 5,076.64 4,851.87 2,637.77
Packing material 1,389.42 884.50 376.83
6,466.06 5,736.37 3,014.60
Movement of raw materials consumption (including purchased components and packing material consumed)
Particulars For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Note 30- Purchase of stock-in-trade For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Purchase of stock-in-trade 447.91 387.80 75.99
447.91 387.80 75.99
Note 31 - Changes in inventories of finished goods, work-in-progress and For the year ended For the year ended For the year ended
stock-in-trade 31 March 2023 31 March 2022 31 March 2021
Opening balance
- Finished goods 82.64 110.77 97.18
- Work-in-progress 117.94 99.72 83.81
- Stock-in-trade 233.79 0.28 0.60
- Right to return goods 8.26
Add: Inventory on acquisition of business on account of slump sale (refer note 47(a))
- Finished goods - - 9.94
- Work-in-progress - - 35.59
Add: Inventory on acquisition of subsidiary (refer note 47(b))
- Stock-in-trade - 277.44 -
- Right to return goods - 9.31 -
Less: Utilised as CSR expenditure
- Stock-in-trade 10.11 - -
Closing balance
- Finished goods 32.44 82.64 110.77
- Work-in-progress 180.61 117.94 99.72
- Stock-in-trade 202.98 233.79 0.28
- Right to return goods 14.84 8.26 -
1.65 54.89 16.35
79
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 32 - Employee benefits expense For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Salaries, wages and bonus 503.05 371.30 203.85
Contribution to provident and other funds (refer note 39) 32.36 23.72 13.32
Staff welfare expenses 12.56 9.57 6.17
547.97 404.59 223.34
Note 33 - Finance costs For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Interest expense on financial liabilities measured at amortised cost :
- on borrowings (other than compulsorily convertible preference shares) 97.82 48.29 32.36
- on compulsorily convertible preference shares 67.15 - -
- on lease liabilities 1.86 0.68 0.58
Interest to others * 22.53 4.05 2.92
Other borrowing cost 10.37 3.78 3.41
199.73 56.80 39.27
* Includes interest on shortfall of income tax of INR 0.12 [ 31 March 2022: INR 1.35; 31 March 2021: INR 1.16]
Note 34 - Depreciation and amortization expense For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Depreciation on property, plant and equipment (refer to note 3a) 101.08 70.42 52.07
Amortization of other intangible assets (refer to note 3b) 1.60 1.90 2.53
Depreciation on right-of-use assets (refer to note 4) 8.09 2.71 1.26
110.77 75.03 55.86
Note 35 - Other expenses For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Power and fuel 95.14 79.14 54.78
Stores and spares consumed 42.92 37.85 17.09
Sub contracting charges 22.49 32.11 9.33
Packing charges 70.60 60.30 35.44
Lab consumables 29.80 14.93 9.73
Repairs and maintenance
- Plant and machinery 26.00 5.62 6.82
- Building 3.08 0.32 0.83
- Others 8.67 31.82 12.19
Commission on sales 93.88 44.41 15.51
Sales promotion expense 9.10 9.29 -
Freight charges 39.45 15.64 6.27
Rates, fees and taxes 49.95 19.17 9.65
Legal and professional fee (refer note (a) below) 17.12 9.08 5.71
CSR expenditure (refer note (c) below) 14.35 7.32 2.56
Travelling and conveyance 66.04 25.84 9.49
House keeping expense 18.76 14.83 6.85
Security expenses 9.56 7.74 5.97
Printing and stationery 6.69 6.90 5.25
Rent 1.14 0.81 0.87
Expected credit loss on trade receivables 1.19 6.91 4.64
Bad debts written off 4.36 1.19 1.92
Insurance 10.81 7.45 6.44
Net loss on sale of property, plant and equipment - 0.07 -
Director sitting fees 2.02 0.08 0.25
Provision for obsolete Inventory - 2.57 -
Miscellaneous expenses 20.62 20.02 3.89
663.74 461.41 231.48
(a) Includes payment to auditors (excluding goods and services tax) For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
As auditor:
- Statutory audit 4.00 2.44 2.25
- Certification - 0.55 -
- Reimbursement of expenses 0.20 0.13 0.11
Total 4.20 3.12 2.36
80
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
(b) Excludes payment to auditors (excluding goods and services tax) in relation to proposed IPO*
- Fees 13.55 9.58 -
- Reimbursement of expenses 0.13 0.48 -
13.68 10.06 -
*Total expenses (including auditor fees) in relation to proposed IPO of INR 46.25 (31 March 2022:INR 12.14, 31 March 2021:INR Nil) and INR 39.19 (31 March 2022: INR
12.14, 31 March 2021: INR Nil) have been included in "IPO expenses recoverable" under other current financial assets and "prepaid expenses" under other current assets
respectively.
For the year ended For the year ended For the year ended
(c) Details of CSR expenditure: 31 March 2023 31 March 2022 31 March 2021
(i) Amount required to be spent by the Group during the year: 14.24 9.18 4.98
(ii) Amount of expenditure incurred on:
- Construction/acquisition of any asset: - - -
- On purposes other than above: 22.37 10.04 4.98
(iii) Shortfall at the end of the year: - - -
(iv) Total of previous years shortfall: - - -
(v) Reason for shortfall: - - -
(vi) Nature of CSR activities: Eradication of hunger and malnutrition, promoting education,
promoting rural sports, art and culture, healthcare, destitute care and
rehabilitation, animal welfare and COVID-19 relief.
a. Amount recognised in Statement of Profit and Loss (including other comprehensive income):
Current tax:
- Current year 223.02 217.37 114.98
- Changes in estimates related to prior year (4.42) 0.78 -
Deferred tax:
- Attributable to origination and reversal of temporary differences 19.63 (1.05) 3.20
Total tax expense recognized 238.23 217.10 118.18
81
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
For the year ended For the year ended For the year ended
b. Reconciliation of effective tax rate 31 March 2023 31 March 2022 31 March 2021
Profit before tax 917.95 857.20 463.44
Tax at India’s statutory tax rate of 25.17% 231.05 215.76 116.65
Tax effect of non-deductible expenses 11.78 1.13 1.79
Changes in estimates related to prior year (4.42) 0.78 -
Income tax expense recognized in the statement of profit and loss 238.41 217.67 118.44
c. Income tax expense recognized in other comprehensive income
Income tax on
Arising onRe-measurement gains/ recognized
income and expenses (losses) on in
defined
other benefit plans income
comprehensive
Remeasurement of defined benefit obligation 0.18 0.57 0.26
Total income tax recognized in other comprehensive income 0.18 0.57 0.26
Bifurcation of the income tax recognized in other comprehensive income into:-
Items that will not be reclassified to profit or loss 0.18 0.57 0.26
0.18 0.57 0.26
82
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 37 - Earnings per share For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
i. Profit for basic/diluted earning per share of face value of INR 10 each
Profit for the year 679.54 639.53 345.00
ii. Calculation of Weighted average number of equity shares for (basic and diluted)
Number of equity shares at the beginning and end of the year 48,000,000 48,000,000 48,000,000
Basic and diluted earnings per share (face value of INR 10 each) 14.16 13.32 7.19
Note: The equity shares and basic/diluted earnings per share has been presented to reflect the adjustments for sub-division of shares and issue of bonus shares in the
year ending on 31 March 2023, in accordance with Ind AS 33 - Earnings per Share.
For the year ended For the year ended For the year ended
i) Revenue from customers 31 March 2023 31 March 2022 31 March 2021
India 8,447.35 7,229.93 3,697.73
Outside India 806.63 767.81 397.91
9,253.98 7,997.74 4,095.64
83
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit
method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final
obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the
obligation under defined benefit plans is based on the market yields on government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are
recognized immediately in the Other Comprehensive Income (OCI).
This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at retirement, death while in employment
or on termination of employment. Vesting occurs upon completion of five years of service.
The above defined benefit plan exposes the Group to following risks:
Interest rate risk:
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
Salary inflation risk:
The estimates of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion and other relevant factors, such as supply
and demand in the employment market.
Demographic risk:
This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these
decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.
The following table sets out the status of the defined benefit plan as required under Ind AS 19 - Employee Benefits:
As at As at As at
31 March 2023 31 March 2022 31 March 2021
i. Reconciliation of present value of defined benefit obligation
Balance at the beginning of the year 20.09 13.31 6.47
On account of business combination during the year - 0.57 3.87
Interest cost 1.45 0.92 0.44
Current service cost 5.58 3.69 1.65
Past service cost - - -
Benefits paid (0.72) (0.65) (0.15)
Actuarial loss recognized in other comprehensive income
- from changes in financial assumptions (2.73) (0.25) -
- from changes in demographic assumptions 2.23 1.42 -
- from experience adjustments 1.22 1.08 1.03
Balance at the end of the year 27.12 20.09 13.31
For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
ii. Amount recognized in statement of profit and loss
Interest cost 1.45 0.92 0.44
Current service cost 5.58 3.69 1.65
Past service cost - - -
7.03 4.61 2.09
84
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
85
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Entities in which KMP and/or Univentis Medicare Limited (upto 31 December 2021)
their relatives have significant Innova Captab (partnership firm)
influence Azine Healthcare Private Limited
Pharmatech Healthcare
DMS Electronics Private Limited
Nugenic Pharma Private Limited
Signum Electrowave
Shubh Packaging
B. The following table provides the total amount of transactions that have been entered into with related parties for the relevant year
Nature of transaction For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
1 Revenue from operations (net of returns)
Univentis Medicare Limited - 809.07 674.30
Azine Healthcare Private Limited 5.29 23.29 5.84
Pharmatech Healthcare 14.25 14.09 5.45
DMS Electronics Private Limited - - 21.82
Innova Captab (partnership firm) - - 81.32
Nugenic Pharma Private Limited 0.05 0.13 0.06
3 Sale of asset
Nugenic Pharma Private Limited - 0.49 -
10 Finance costs
Manoj Kumar Lohariwala 8.02 3.15 1.62
Vinay Kumar Lohariwala 5.65 3.86 5.56
Gian Prakash Aggarwal 7.97 6.55 -
13 Sitting fees
Anup Agarwal - 0.03 0.12
Pradosh Kumar - 0.04 0.13
Priyanka Dixit Sibal 0.43 - -
Sudhir Kumar Bassi 0.84 - -
Shirish G Belapure 0.47 - -
K Mahendar 0.28 - -
86
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Nature of transaction For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
14 CSR contribution
Vinay kumar Lohariwala - 0.02 -
* Break-up of compensation of key managerial personnel of the Group For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Short-term employee benefits 21.03 13.05 2.78
Post-employment benefits 2.09 1.97 1.90
Total compensation paid to key management personnel 23.12 15.02 4.68
The amount disclosed above in the table are the amounts recognized as expense during the reporting period related to key management personnel
# Refer note 19 for details of personal guarantee provided by Vinay Kumar Lohariwala, Manoj Kumar Lohariwala and Gian Prakash Aggarwal for the borrowing facilities
availed by the group.
C. Balances outstanding at year end
Nature of balances For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
1 Non current borrowings
Gian Prakash Aggarwal 102.50 100.00 -
Manoj Kumar Lohariwala 84.00 - -
Vinay Kumar Lohariwala 63.40 - -
2 Current Borrowings
Manoj Kumar Lohariwala - 125.07 20.05
Vinay Kumar Lohariwala - 163.11 50.86
Gian Prakash Aggarwal - 102.50 -
3 Trade payables
Univentis Medicare Limited - - 0.32
Nugenic Pharma Private Limited 85.04 105.44 129.07
Shubh Packaging 2.73 - -
Azine Healthcare Private Limited 0.09 - -
4 Advance to supplier
Shubh Packaging - - 1.09
87
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
5 Trade receivables
Pharmatech Healthcare 10.50 7.76 11.22
DMS Electronics Private Limited - - 21.82
Azine Healthcare 4.31 6.76 6.18
Signum Electrowave - - 33.66
Univentis Medicare Limited - 153.54 304.50
88
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
A. List of related parties and nature of relationship with whom transactions have taken place during the current previous year
Description of Relationship Name of the Party
Subsidiary Univentis Medicare Limited (with effect from 31 December 2021)
Univentis foundation (incorporated on 14 June 2021)
Key management personnel Mr. Manoj Kumar Lohariwala (Chairman & Whole Time Director)
('KMP') Mr. Vinay Kumar Lohariwala (Whole Time Director- till 17 March 2022) (Managing Director- with effect from 18 March 2022)
Mr. Jayant Vasudeo Rao (Whole Time Director)
Mr. Archit Aggarwal (Non-executive Director - w.e.f 1 April 2022)
Ms. Priyanka Sibal (Independent Director- w.e.f 1 April 2022)
Mr. Sudhir Kumar Bassi (Independent Director- w.e.f 1 April 2022)
Mr. Shirish Gundopant Belapure (Independent Director- w.e.f 1 April 2022)
Mr. Mahendar Korthiwada (Independent Director- w.e.f 1 April 2022)
Ms. Chhavi Lohariwala (Executive Director) (till 1 April 2022)
Mr. Gian Parkash Aggarwal (Non-executive Director) (till 1 April 2022)
Mr. Pradosh Kumar (Non Executive Independent Director) (till 1 April 2022)
Mr. Anup Agarwal (Non Executive Independent Director) (till 1 April 2022)
Mr. Purushottam Sharma (Executive Director )
Mr. Rishi Gupta (Chief Financial officer) (w.e.f 1 April 2022) (till 26 April 2023)
Ms. Neeharika Shukla (Company Secretary) (w.e.f 9 May 2022)
Ms. Priyanka Jangid (Company Secretary) (w.e.f 1st November 2022)
Mr. Mukesh Kumar (Chief Financial officer) (till 1 April 2022)
Mr. Rajveer Singh( Company Secretary) (25 January 2022- 01 April 2022)
Ms. Shikha Kanwar (Company Secretary) (till 24th Jan 2022)
Ms. Anita Khurana (Company Secretary) (upto 15 October 2020)
Entities in which KMP and/or Univentis Medicare Limited (upto 31 December 2021)
their relatives have significant Innova Captab (partnership firm)
influence Azine Healthcare Private Limited
Pharmatech Healthcare
DMS Electronics Private Limited
Nugenic Pharma Private Limited
Signum Electrowave
Shubh Packaging
B. The following table provides the total amount of transactions that have been entered into with related parties for the relevant year
Nature of transaction For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
1 Revenue from operations (net of returns)
Univentis Medicare Limited 1,106.25 1,046.19 674.30
Azine Healthcare Private Limited 5.29 23.29 5.84
Pharmatech Healthcare 14.25 14.09 5.45
DMS Electronics Private Limited - - 21.82
Innova Captab (partnership firm) - - 81.32
Nugenic Pharma Private Limited 0.05 0.13 0.06
3 Sale of asset
Nugenic Pharma Private Limited - 0.49 -
7 Packing charges
Shubh Packaging 0.13 0.03 -
8 Repairs and maintenance
Nugenic Pharma Private Limited - - 0.07
89
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Nature of transaction For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
9 Loans repaid during the year
Manoj Kumar Lohariwala 41.07 70.05 48.64
Vinay Kumar Lohariwala 99.71 151.46 7.93
Gian Prakash Aggarwal 100.00 45.00 -
10 Loans received during the year
Manoj Kumar Lohariwala - 154.00 20.00
Vinay Kumar Lohariwala - 164.00 -
Gian Prakash Aggarwal - 247.50 -
11 Finance costs
Manoj Kumar Lohariwala 8.02 3.15 1.62
Vinay Kumar Lohariwala 5.65 3.86 5.56
Gian Prakash Aggarwal 7.97 6.55 -
12 Loans given to employees
Mukesh Kumar - 0.24 -
Rishi Gupta 5.00 - -
13 Loans repaid by employees
Mukesh Kumar 0.14 0.14 0.11
14 Sitting fees
Anup Agarwal - 0.03 0.12
Pradosh Kumar - 0.04 0.13
Priyanka Dixit Sibal 0.43 - -
Sudhir Kumar Bassi 0.84 - -
Shirish G Belapure 0.47 - -
K Mahendar 0.28 - -
15 CSR contribution
Vinay kumar Lohariwala - 0.02 -
16 Financial guarantee income#
Univentis Medicare Limited 1.63 - -
17 Financial guarantee charges##
Univentis Medicare Limited 0.88 - -
Manoj Kumar Lohariwala 0.60 - -
Vinay Kumar Lohariwala 0.60 - -
Gian Parkash Aggarwal 0.30 - -
18 Employee benefits expenses
Vinay Kumar Lohariwala 4.80 4.80 -
Manoj Kumar Lohariwala 4.80 4.80 -
Jayant Vasudeo Rao 1.47 1.34 1.16
Rajveer Singh - 0.19 -
Shikha Kanwar - 0.30 0.15
Rishi Gupta 8.81 - -
Neeharika Shukla 0.54 - -
Priyanka jangid 0.16 - -
Purushottam Sharma 0.45 - -
Mukesh Kumar - 1.62 1.33
Anita Khurana - - 0.14
* Break-up of compensation of key managerial personnel of the Group For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
Short-term employee benefits 21.03 13.05 2.78
Post-employment benefits 2.09 1.97 1.90
Total compensation paid to key management personnel 23.12 15.02 4.68
The amount disclosed above in the table are the amounts recognized as expense during the reporting period related to key management personnel.
#The Company has guaranteed an amount of INR 350.00 (31 March 2022: Nil,31 March 2021: Nil) to HDFC Bank on behalf of its Subsidiary Company in relation to acquisition
of Sharon Bio-Medicine Limited and has guaranteed an amount of INR 300.00 (31 March 2022: Nil,31 March 2021: Nil) to HDFC Bank on behalf of its Subsidiary Company in
relation to the short term borrowing facilities availed by the Subsidiary Company.
## Refer note 19 for details of personal guarantee provided by Vinay Kumar Lohariwala, Manoj Kumar Lohariwala and Gian Prakash Aggarwal for the borrowing facilities
availed by the group. Also, the subsidiary company has acquired an wholly owned subsidiary subsequent to year ending on 31 March 2023 as per the provisions of Insolvency
and bankruptcy code (refer note 48 for further details). The resolution plan required a performance guarantee to be furnished by holding company, which was issued by the
subsidiary on behalf of the holding company and was approved in extra ordinary general meeting of shareholding of the subsidiary on 4 November 2022.
C. Balances outstanding at year end
Nature of balances As at As at As at
31 March 2023 31 March 2022 31 March 2021
1 Non current borrowings
Gian Prakash Aggarwal 102.50 100.00 -
Manoj Kumar Lohariwala 84.00 - -
Vinay Kumar Lohariwala 63.40 - -
2 Current Borrowings
Manoj Kumar Lohariwala - 125.07 20.05
Vinay Kumar Lohariwala - 163.11 50.86
Gian Prakash Aggarwal - 102.50 -
3 Trade payables
Univentis Medicare Limited - - 0.32
Nugenic Pharma Private Limited 85.04 105.44 129.07
Shubh Packaging 2.73 - -
Azine Healthcare 0.09 - -
4 Advance to supplier
Shubh Packaging - - 1.09
5 Trade receivables
Pharmatech Healthcare 10.50 7.76 11.22
DMS Electronics Private Limited - - 21.82
Azine Healthcare 4.31 6.76 6.18
Signum Electrowave - - 33.66
Univentis Medicare Limited 311.96 130.99 304.50
6 Payable on account of acquisition of business on account of slump sale
Innova Captab (partnership firm) - - 542.50
90
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Nature of transaction As at As at As at
31 March 2023 31 March 2022 31 March 2021
7 Loan outstanding to employees
Mukesh Kumar - 0.10 0.24
Rishi Gupta 5.00 - -
8 Employee related payables
Manoj Kumar Lohariwala 0.30 0.30 -
Vinay Kumar Lohariwala 0.30 0.30 -
Jayant Vasudeo Rao 0.11 0.10 0.09
Mukesh Kumar - 0.11 0.10
Rajveer Singh - 0.08 -
Rishi Gupta 0.56 - -
Neeharika Shukla 0.05 - -
Purushottam Sharma 0.04 - -
Priyanka Jangid 0.03 - -
Shikha Kanwar - - -
Anita Khurana - - 0.02
9 Interest accrued but not due on borrowings
Manoj Kumar Lohariwala 1.48 0.33 0.14
Vinay Kumar Lohariwala 0.79 1.55 5.14
Gian Prakash Aggarwal 1.77 - -
10 CSR contribution received in advance
Vinay Kumar Lohariwala - 0.02 -
11 Prepaid expense
Univentis foundation 0.03 0.10 -
## Refer note 19 for details of personal guarantee provided by Vinay Kumar Lohariwala, Manoj Kumar Lohariwala and Gian Prakash Aggarwal for the borrowing facilities
availed by the group. Also, the subsidiary company has acquired an wholly owned subsidiary subsequent to year ending on 31 March 2023 as per the provisions of Insolvency
and bankruptcy code (refer note 48 for further details). The resolution plan required a performance guarantee to be furnished by holding company, which was issued by the
subsidiary on behalf of the holding company and was approved in extra ordinary general meeting of shareholding of the subsidiary on 4 November 2022.
Note 41 - Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should
mention in their correspondences with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect
of amounts payable to such enterprises as at the year end has been made in the Restated Consolidated Financial Information based on information available with the Group as
under:
Particulars As at As at As at
31 March 2023 31 March 2022 31 March 2021
(i) The principal amount and the interest due thereon (to be shown separately)
remaining unpaid to any supplier as at the end of each accounting year;
- Principal amount remaining unpaid to any supplier 5.73 14.31 34.82
- Interest due thereon remaining unpaid to any supplier 0.00 ^ 0.09 0.52
(ii) the amount of interest paid by the buyer under MSMED Act, 2006 along with the - - -
amounts of the payment made to the supplier beyond the appointed day during each
accounting year;
(iii) the amount of interest due and payable for the period of delay in making payment 0.04 0.11 1.30
(which has been paid but beyond the appointed day during the year) but without
adding the interest specified under the MSMED Act, 2006);
(iv) The amount of interest accrued and remaining unpaid at the end of accounting year; 5.06 5.04 4.84
and
(v) The amount of further interest remaining due and payable even in the succeeding 5.08 5.04 4.84
year, until such date when the interest dues as above are actually paid to the small
enterprise, for the purpose of disallowance as a deductible expenditure under section
23 of MSMED Act 2006.
^ The total value of interest in absolute value was INR 350/- but for reporting rounded upto INR 0.00 million.
91
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 42 - Financial instrument : fair value measurements
Set out below, is a comparison by class of the carrying amounts and fair value of the financial instruments of the Group, other than those which are measured at FVTPL:
As at 31 March As at 31 March As at 31 March
Note
2023 2022 2021
Amortised Amortised Amortised
Cost Cost Cost
Financial assets
Investments a 0.00 0.00 0.00
Loans c 14.89 5.16 -
Trade receivables c 2,652.18 2,126.86 1,385.53
Cash and cash equivalents c 35.25 1.52 47.95
Bank balances other than above c 153.50 22.87 70.99
Other financial assets c 77.53 50.77 57.18
2,933.35 2,207.18 1,561.65
Financial liabilities
Borrowings b 2,351.92 1,981.82 450.26
Lease liabilities b 17.80 9.86 4.71
Trade payables c 1,584.83 1,448.04 1,122.33
Other financial liabilities c 114.63 93.26 582.31
4,069.18 3,532.98 2,159.61
As at As at As at
Level Note
31 March 2023 31 March 2022 31 March 2021
FVTPL FVTPL FVTPL
Financial liabilities
Other financial liabilities 3 d 78.94 - -
78.94 - -
Notes:
a. The carrying value of investment in Shivalik Solid Waste Management Limited was INR 2,500/-. Fair value of this investment is not considered to be material.
b. The Group’s non-current borrowings have been contracted at market rates of interest. Accordingly, the carrying value of such non-current borrowings approximates fair
value. Further, in accordance with amendment Ministry of Corporate Affairs notified in Ind AS 113 on 30 March 2019, fair value measurement of lease liabilities is not
required. Fair value of other non-current other financial assets has not been disclosed as there is no significant differences between carrying value and fair value.
c. Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of
these instruments.
d. The fair value of separable derivative component has been derived by using Discounted cash flow method with terminal growth of 5% and weighted average cost of capital
at 13%. (level-3). Refer below details for valuation technique and unobservable inputs for the assets or liabilities.
Valuation technique Significant unobservable input Sensitivities analysis
Option value of Discounted cash flow Growth rate-5% Year on year growth rate - Increase / (decrease) in growth rate by 1%
compulsorily convertible method Cost of equity-13% would result in increase/(decrease) in CCPS liability by INR 22.46 /
preference shares (15.84)
Cost of equity - increase/(decrease) in cost of equity by 1% would
result in (decrease)/ increase in CCPS liability by INR (26.14) / 39.66
Reconciliation of Level 3 fair values
The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.
Particulars Option value of compulsorily
convertible preference shares
Balance at 1 April 2020 -
Gain included in Statement of Profit and Loss
– Net change in fair value -
Balance at 31 March 2021 -
Balance at 1 April 2021 -
Gain included in Statement of Profit and Loss
– Net change in fair value -
Balance at 31 March 2022 -
Initial recognition on issuance of instrument 98.70
Gain included in Statement of Profit and Loss
– Net change in fair value (19.76)
Balance at 31 March 2023 78.94
There are no transfers between level 1, level 2 and level 3 during the years presented.
Note 43 (a) - Financial risk management
Risk management framework
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s board of director oversees the management of these risks. The Group’s board of director is
responsible to ensure that Group’s financial risk activities which are governed by appropriate policies and procedures and that financial risks are identified, measured and
managed in accordance with the Group’s policies and risk objectives. The board of directors reviews and agrees policies for managing each of these risks, which are
summarized below.
(i) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest
rate risk and currency risk financial instruments affected by market risk include trade receivables, trade payables and borrowings. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters while optimizing the return.
(a) Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk
of changes in market interest rates relates primarily to the Group’s borrowings with floating interest rates. The Group is exposed to interest rate risk because funds are
borrowed at floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The exposure of the Group’s
borrowing to interest rate changes as reported to the management at the end of the reporting year are as follows:
92
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
The exposure of the Group’s borrowing to floating interest rate as reported at the end of the reporting year are as follows:
As at As at As at
31 March 2023 31 March 2022 31 March 2021
Floating rate borrowings 2,102.02 1,404.94 332.19
Fixed rate borrowings 249.90 573.11 118.07
Total borrowings (gross of transaction cost) 2,351.92 1,978.05 450.26
The following table provides information about the exposure to credit risk and expected credit loss for trade receivables :
Gross carrying Loss Weighted average Whether
As at 31 March 2023 amount allowance loss rate credit-impaired
Not due 2,169.53 (0.74) -0.03% No
Less than 90 days 382.16 (0.60) -0.16% No
90-180 days 66.17 (0.70) -1.06% No
More than 180 days 49.06 (12.70) -25.89% No
Total 2,666.92 (14.74)
Gross carrying Loss Weighted average Whether
As at 31 March 2022 amount allowance loss rate credit-impaired
Not due 1,490.01 (1.34) -0.09% No
Less than 90 days 564.40 (1.39) -0.25% No
90-180 days 54.00 (0.95) -1.77% No
More than 180 days 30.01 (7.88) -26.27% No
Total 2,138.42 (11.56)
Gross carrying Loss Weighted average Whether
As at 31 March 2021 amount allowance loss rate credit-impaired
Not due 929.22 (0.02) 0.00% No
Less than 90 days 396.98 (0.03) -0.01% No
90-180 days 38.00 (0.02) -0.05% No
More than 180 days 21.33 (4.57) -21.43% No
Total 1,385.53 (4.64)
(b) Cash and cash equivalents and deposits with banks
Cash and cash equivalents of the Group are held with banks which have high credit rating. The Group considers that its cash and cash equivalents have low credit risk based on
the external credit ratings of the counterparties.
(c) Security deposits
The Group furnished security deposits as margin money deposits to bank. The Group considers that its deposits have low credit risk or negligible risk of default as the parties
are well established entities and have strong capacity to meet the obligations. Also, where the Group expects that there is an uncertainty in the recovery of deposit, it provides for
suitable impairment on the same.
The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
As at 31 March 2023 Carrying amount On demand Upto 1 Year 1-3 year More than Total
3 years
Borrowings * 2,351.92 - 1,009.70 377.24 494.27 1,881.21
Other financial liabilities 114.63 - 114.63 - - 114.63
Trade payables 1,584.83 - 1,584.83 - - 1,584.83
Lease liabilities 17.80 - 5.56 49.06 - 54.62
Total 4,069.18 - 2,714.71 426.30 494.27 3,635.29
* The carrying amount of borrowings include CCPS amounting to INR 468.45. As the CCPS holders of the Holding Company, in terms of the underlying agreement, had exit
rights that include requiring the company to buy back shares held by them upon occurrence of an event not under the control of the Holding Company, the disclosure of
contractual undiscounted payments with respect to the CCPS has not been given.
As at 31 March 2022 Carrying amount On demand Upto 1 Year 1-3 year More than Total
3 years
Borrowings 1,981.82 220.78 1,087.27 466.52 206.35 1,980.92
Other financial liabilities 582.31 - 582.31 - - 582.31
Trade payables 1,448.04 - 1,448.04 - - 1,448.04
Lease liabilities 9.86 - 4.27 3.76 8.52 16.55
4,022.03 220.78 3,121.89 470.28 214.87 4,027.82
As at 31 March 2021 Carrying amount On demand Upto 1 Year 1-3 year More than Total
3 years
Borrowings 450.26 70.91 319.35 60.00 - 450.26
Other financial liabilities 582.31 - 582.31 - - 582.31
Trade payables 1,122.33 - 1,122.33 - - 1,122.33
Lease liabilities 4.71 - 1.64 3.99 - 5.63
Total 2,159.61 70.91 2,025.62 63.99 - 2,160.52
(iv) Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that
would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative
sensitivity of the Group’s performance to developments affecting a particular industry. In order to avoid excessive concentrations of risk, the Group’s policies and procedures
include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.
94
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Particulars As at As at As at
31 March 2023 31 March 2022 31 March 2021
Trade payables (Refer note 23) 1,584.83 1,448.04 1,122.33
Borrowings (Refer note 19) 2,351.92 1,981.82 450.26
Less: cash and cash equivalents (Refer note 12) 35.25 1.52 47.95
Less: Bank balances other than cash and cash equivalents (Refer note 13) 153.50 22.87 70.99
Net debt 3,748.00 3,405.47 1,453.65
(i) For assessment year 2017-2018, the Income tax Assessing Officer had raised the demand of INR 13.09 vide order dated 15 December 2019. On 19 July 2021, the Assistant
Commissioner of Income Tax reduced the demand to INR 0.60. The Holding Company is of the view that the demand of INR 0.60 has been raised erroneously and accordingly, the
Holding Company has filed an application for rectification with the Dy. Commissioner of Income Tax to contest the demand. No tax expense has been accrued in Restated
Consolidated Financial Information for the tax demand raised as the Holding Company is contesting the demand and the management, including its tax advisors, believe that its
position will be likely be upheld in appellate process. The management believes that the ultimate outcome of the proceeding will not have a material adverse effect on the Group’s
financial position and results of operations.
(ii) For assessment year 2018-2019, the Income tax Assessing Officer had raised the demand of INR 0.11 vide order dated 15 December 2019. The subsidiary Company is of the
view that the demand of INR 0.11 has been raised erroneously and accordingly, the Subsidiary Company has filed an appeal for rectification with the CIT(A) vide order no
CPC/1819/U6/1978175616 to contest the demand. The same has been dismissed by the CIT(A) vide order no ITBA/NFAC/S/250/2022-23/1043627809(1). The subsidiary Company
has filed appeal in ITAT against for the CIT(A) for contesting the demand. However, subsequent to year ending on 31 March 2023, ITAT also dismissed the appeal on order dated
19 May 2023 and adjusted the amount against the refund outstanding towards the subsidiary for assessment year 2019-20. Therefore, the liability has been adjusted accordingly for
the year ending on 31 March 2023.
(iii) Additionally, the Group is involved in other disputes, lawsuits, claims, governmental and/ or regulatory inspections, inquiries, investigations and proceedings, including
commercial matters that arise from time to time in the ordinary course of business. The Company believes that none of above matters, either individually or in aggregate, are
expected to have any material adverse effect on its financial statements.
95
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 45 (ii): Other Commitments
As at As at As at
31 March 2023 31 March 2022 31 March 2021
Estimated amount of contracts remaining to be executed on capital account (net of advances) not 1,584.38 10.46 172.89
provided for
Export commitments against import of capital goods under EPCG scheme - 126.54 -
1,584.38 137.00 172.89
Note 46 -
a) During the year ended 31 March 2020, the Holding Company had received advance from customer amounting to USD 0.01 (INR 0.57). Further, during the year ended 31 March
2021, the Holding Company had received advance from customer amounting to GBP 0.05 (INR 4.74) and USD 0.01 (INR 0.96) respectively. These products were not eventually
delivered and accordingly the entire amount continues to be outstanding in the books as at year ending on 31 March 2022. However, the Holding Company has settled the aforesaid
advances in accordance with relevant statutory requirements in the year ending on 31 March 2023.
b) As per the guidelines issued by the Reserve Bank of India (RBI), the Holding Company is required to realise foreign currency receivables within a stipulated time period. The
Holding Company has foreign currency receivables amounting to INR 5.89 which are outstanding for a period of more than twelve months as on 31 March 2022. However, the
Holding Company has settled the aforesaid balances in accordance with relevant statutory requirements in the year ending on 31 March 2023.
Note 47(a) - Business combination
The Board of directors approved a Business Transfer Agreement (BTA) between the Holding Company and Innova Captab, a partnership firm on 31 March 2021. Pursuant to the
said BTA, the partnership firm has transferred its assets and liabilities to company on a going concern basis by way of slump sale, with effect from closing of business hours of 31
March 2021 for a purchase consideration of INR 542.50. The assets and liabilities were transferred at fair value as at 31 March 2021.
This being a business purchase has been accounted for in accordance with the Ind AS 103 “Business Combinations” and the information about fair valuation of acquired assets and
assumed liabilities, is as follows:
Particulars Amount
Assets
Property, plant and equipment 59.71
Right-of-use assets 19.38
Inventories 215.49
Trade Receivables 448.69
Cash and cash equivalents 3.02
Bank balances other than above 28.52
Loans 1.16
Other financial assets 31.34
Other current assets 129.55
Total Assets (A) 936.86
Liabilities
Borrowings 75.18
Provisions 4.42
Trade payable 306.50
Other financial liabilities 4.64
Other current liabilities 3.18
Total Liabilities (B) 393.92
Net assets acquired (A-B) 542.94
Capital reserve (0.44)
Total consideration 542.50
Revenue from operations and profit before tax for the year ended 31 March 2021 includes INR Nil and INR Nil respectively pertaining to acquisition of business through slump sale
made during the year. If the acquisitions had happened at the beginning of the year, management estimates that the reported revenue from operations for the year ended 31 March
2021 would have been higher by INR 1,664.60 and profit before tax for the year higher by INR 155.83. In determining these amounts, management has assumed that the fair value
adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 April 2020.
96
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI - Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
This being a business purchase has been accounted for in accordance with the Ind AS 103 "Business Combinations" and price allocation as at 31 December 2021 and
certain information about fair valuation of acquired assets and liabilities is as follows:
Particulars Amount
Assets
Property, plant and equipment 34.70
Right-of-use assets 17.46
Other intangible assets 0.06
Income tax assets (net) 26.99
Inventories 277.48
Trade Receivables 566.17
Cash and cash equivalents 2.30
Bank balances other than above 2.00
Loans 0.14
Other financial assets 3.34
Other current assets 42.24
Total Assets (A) 972.88
Liabilities
Borrowings 223.58
Lease liabilities 4.55
Deferred tax liabilities (net) 0.16
Provisions 1.77
Trade payable 201.93
Other financial liabilities 44.14
Other current liabilities 63.69
Total Liabilities (B) 539.82
Net assets acquired (A-B) 433.06
Goodwill 166.94
Total consideration 600.00
Revenue from operations and profit before tax for the period ended 31 December 2021 includes INR Nil and INR Nil respectively pertaining to acquisition of subsidiary
made during the period. If the acquisitions had happened at the beginning of the period, management estimates that the reported revenue from operations for the period
ended 31 December 2021 would have been higher by INR 1311.18 and profit before tax for the period higher by INR 172.09. In determining these amounts, management
has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 April 2021.
Note 48: Disclosures pursuant to Section 186 of the Companies Act, 2013:
As at As at As at
31 March 2023 31 March 2022 31 March 2021
Investments:
(i) Investment in equity shares: Shivalik waste management system
Balance as at the year end ^ 0.00 0.00 0.00
Maximum amount outstanding at any time during the year ^ 0.00 0.00 0.00
97
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 49 - Additional information pursuant to paragraph 2 of Division II of Schedule III to the Companies Act 2013 - ‘General instructions for the preparation of Restated
Consolidated Financial Information’ of Division II of Schedule III
Name of entity in the group Net Assets Share in profit Share in other Share in total
(Total assets - Total liabilities) comprehensive income comprehensive income
As % of consolidated Amount As % of Amount As % of consolidated Amount As % of consolidated Amount
net assets consolidated profit other comprehensive total comprehensive
income income
As at 31 March 2023
Parent
Innova Captab Limited 97.04% 2,683.18 84.69% 575.52 109.18% (0.59) 84.67% 574.93
Subsidiary
Univentis Medicare Limited 18.96% 524.12 15.25% 103.62 -9.18% 0.05 15.27% 103.67
Univentis Foundation 0.00% 0.00 0.10% 0.68 - - 0.10% 0.68
Elimination -15.99% (442.24) -0.04% (0.28) - - -0.04% (0.28)
Total 100.00% 2,765.06 100.00% 679.54 100.00% (0.54) 100.00% 679.00
As at 31 March 2022
Parent
Innova Captab Limited 101.06% 2,108.27 103.48% 661.78 102.34% (1.72) 103.48% 660.06
Subsidiary
Univentis Medicare Limited 20.15% 420.44 -1.32% (8.44) -2.97% 0.05 -1.32% (8.39)
Univentis Foundation 0.00% 0.00 0.00% 0.00 - - 0.00% 0.00
Elimination -21.22% (442.65) -2.16% (13.80) 0.64% (0.01) -2.17% (13.82)
Total 100.00% 2,086.06 100.00% 639.53 100.00% (1.68) 100.00% 637.85
As at 31 March 2021
Parent
Innova Captab Limited 100.00% 1,448.21 100.00% 345.00 100.00% (0.77) 100.00% 344.23
Subsidiary
Univentis Medicare Limited - - - - - - - -
Elimination - - - - - - - -
Total 100.00% 1,448.21 100.00% 345.00 100.00% (0.77) 100.00% 344.23
Also, during the year ending on 31 March 2023, following major events took place in Sharon:
a) A Fire Broke out at API Unit at Plot No. 6, MIDC Area, Taloja on 26 February 2023 around 8.50 AM in Production Line -II. Property, plant and equipment having gross value INR
23.56 with its written down value INR 9.68 and Stock (Finished Goods) worth INR 1.10 were destroyed in the fire. The above assets were insured for which company has filed a claim of
INR 40.96 for property, plant and equipment and INR 1.10 for inventory.
b) On 9 March 2023, a search and Investigation was conducted by the Central Bureau of Investigation ("CBI") simultaneously at all business locations of the Company, including the
Dehradun Plant, API unit at Taloja, Toxicology unit at Taloja, Satra Plaza and Corporate Office at Vashi, and the same continued overnight and was concluded on March 10, 2023.
During the course of investigation, the CBI officials made enquiries with the management of the company, sought information from the key personnel and seized certain documents
which are relevant for their investigation. It is pertinent to note that the CBI officials have seized and taken complete control over the server and other related accounting and secretarial
records from the premises of the Corporate Office of the Company at Vashi and have carried the server with them for investigation purposes. They have also instructed the company
personnel at Toxicology unit to surrender the server at the earliest, which was handed over to CBI on 6 April 2023. As per the management's assessment this search and seizure did not
impact the ongoing operations of Sharon as the company had adequate data recovery measures in place. Further, the search and seizure, pertained to erstwhile promotors of Sharon and
bears no negative/adverse impact on the Company. 98
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VI-Notes to Restated Consolidated Financial Information
(Amount in INR millions, except for share data unless otherwise stated)
Note 51: Other Statutory Information
(i) The Group is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and the Group (as per the provisions of the Core Investment
Companies (Reserve Bank) Directions, 2016) does not have any CIC.
(ii) The Group has complied with the number of layers prescribed under clause (87) of Section 2 of the Act.
(iii) The Group has not declared wilful defaulter by any bank or financial institution or other lender.
(iv) The Group does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(v) The Group does not have any charges or satisfaction which are yet to be registered with ROC beyond the statutory period.
(vi) The Group have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(vii) The Group does not have any transactions/outstanding balances with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act,
1956.
(viii) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group to or in any other person(s)
or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified
by or on behalf of the Group (Ultimate Beneficiaries). The Group has not received any fund from any party(s) (Funding Party) with the understanding that the Group shall whether,
directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Group (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
Note 52:
Pursuant to amendment in Schedule III to the Companies Act, 2013, effective from 1 April 2021, the Company has modified the classification of certain assets and liabilities.
Comparative amounts in the financial statements were reclassified for consistency.
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala Neeharika Shukla
Partner Chairman & Whole time director Managing Director Company Secretary
Membership Number : 507857 DIN: 00144656 DIN: 00144700 Membership No. : A42724
Gaurav Srivastava
Chief Financial Officer
99
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VII - Statement of Adjustments to the Restated Consolidated Financial information
(Amount in INR millions, except for share data unless otherwise stated)
Summarised below are the restatement adjustments made to equity for the years ended 31 March 2023, 31 March 2022 and 31 March 2021, and their
consequential impact on the equity of the Group:
Particulars Notes As at As at As at
31 March 2023 31 March 2022 31 March 2021
A. Total Equity as per Audited Consolidated Financial Statements 2,765.06 2,086.06 1,448.21
/ Audited Standalone Financial Statements
B. Total Ind AS adjustments - - -
C. Total equity as per Ind AS (A+B) 2,765.06 2,086.06 1,448.21
D. Adjustments:
Material restatement adjustments
(i) Audit qualifications - - -
- - -
(ii) Adjustments due to prior period items / other adjustment
- Property, plant and equipment Note 3(a) - - (19.38)
- Right-of-use assets Note 3(a) - - 19.38
Total - - -
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable
Deferred tax impact on restatement adjustments - - -
- - -
(iv) Current tax impact on adjustments in (i) and (ii), as applicable
Current tax impact on restatement adjustments - -
- - -
F. Total equity as per restated consolidated financial information (C+E) 2,765.06 2,086.06 1,448.21
Summarised below are the restatement adjustments made to the net profit after tax for the years ended 31 March 2023, 31 March 2022 and 31 March 2021
their impact on the profit / (loss) of the Group:
Particulars Notes For the year ended For the year ended For the year ended
31 March 2023 31 March 2022 31 March 2021
A. Net Profit after tax as per Audited Consolidated Financial Statements/ 679.54 639.53 345.00
Audited Standalone Financial Statements
F. Net profit after tax as per restated consolidated financial information (C+E) 345.00 639.53 345.00
100
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VII - Statement of Adjustments to the Restated Consolidated Financial information
(Amount in INR millions, except for share data unless otherwise stated)
Note to adjustment:
1. Adjustments for audit qualification: None
2. Material regrouping
Appropriate adjustments have been made in the restated consolidated financial information, wherever required, by a reclassification of the corresponding items of income, expenses, assets,
liabilities and cash flows in order to bring them in line with the groupings as per the Division II Ind AS Schedule III of the Companies Act, 2013 (‘the Act’) and the requirements of the Securities
and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2009 (as amended). Accordingly, the Group has presented the Restated consolidated financial
information as at and for the years ended 31 March 2023, 31 March 2022 and 31 March 2021. Pursuant to amendment in Schedule III to the Companies Act, 2013, effective from 1 April 2021,
the Company has modified the classification of certain assets and liabilities. Comparative amounts in the financial statements were reclassified for consistency.
Name of the statue Nature of Amount Amount Period to Where dispute the is pending
the Dues Disputed Deposited which the
amount
relates
Income Tax Act, 1961 Income Tax 0.60 - 2017-18 Deputy commissioner of Income Tax
101
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VII - Statement of Adjustments to the Restated Consolidated Financial information
(Amount in INR millions, except for share data unless otherwise stated)
*The amount reported to Yes Bank Limited and HSBC Limited is INR 1,924.53 million with corresponding difference between books of account and quarterly return/statement amounting to
INR 95.97 million.
# The amount reported to Yes Bank Limited and HSBC Limited is INR 1,680.74 million with corresponding difference between books of account and quarterly return/statement amounting
to INR 114.30 million.
$ The amount reported to Yes Bank Limited and HSBC Limited is INR 1,053.63 million with corresponding difference between books of account and quarterly return/statement amounting
to INR (0.77) million.
The Company submits drawing power (DP) statements subsequent to the end of respective quarters, in which DP limit is computed as per the terms and conditions of sanction letter. Certain
adjustments pertaining to goods in transit, advances from customers and advances to vendors were excluded from inventory, trade receivables and trade payables respectively while arriving
at the figures reported in the DP statements submitted to banks as the Company did not have a formal quarterly book closing process of its books of account. Further, the actual utilization of
working capital remained within the bank sanction/DP limits for the year ended 31 March 2022.
Name of the statue Nature of Amount Period to Due date Date of Remarks, if any
the Dues (in INR which the payment
million) amount
relates
HP VAT Act, 2005 and CST Act, 1956 Value 1.24 FY 2021- - 27-Apr-22 Amount pertains to partnership firm whose assets and
Added 22 liabilities were acquired on account of slump sale on 31
Tax March 2021.
Name of the statue Nature of Amount Period to Period to Forum where Remarks, if any
the Dues (in INR which the which the dispute is
million) amount amount pending
relates relates
Income Tax Act, 1961 Income Tax 0.60 2017-18 2017-18 Deputy commissioner of Income Tax
102
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VII - Statement of Adjustments to the Restated Consolidated Financial information
(Amount in INR millions, except for share data unless otherwise stated)
The Company submits drawing power (DP) statements subsequent to the end of respective quarters, in which DP limit is computed as per the terms and conditions of sanction letter. Certain
adjustments pertaining to goods in transit, advances from customers and advances to vendors were excluded from inventory, trade receivables and trade payables respectively while arriving
at the
figures reported in the DP statements submitted to banks as the Company did not have a formal quarterly book closing process of its books of account. Further, the actual utilization of
Name of the statue Nature of the Amount Period to which the Forum where Remarks, if any
Dues Deposited amount relates dispute is
pending
Income Tax Act, 1961 Income Tax 0.11 AY 2018-19 CIT
(Appeals)
Quarter Name of bank Particulars Amount as per Amount as reported in Amount of Whether
books of the quarterly return/ difference return/statement
account statement (In INR million) subsequently
(In INR (In INR million) rectified
million)
Inventory 1,052.23 1,020.09 32.14 No
30 June 2022 HSBC Bank and Yes Bank Trade Receivable 1,764.77 1,722.96 41.81 No
Trade Payable 1,563.33 1,575.96 (12.63) No
Trade Payable 1,225.34 1,223.51 1.83 No
30 September 2022 HSBC Bank and Yes Bank
Inventory 888.58 888.57 0.01 No
Inventory 1,038.84 1,062.36 (23.52) No
HDFC Bank , HSBC Bank and Trade Payable 1,545.72 1,571.52 (25.80) No
31 December 2022
Yes Bank
Trade Receivable 2,359.69 2,359.16 0.53 No
Inventory 972.72 985.38 (12.66) No
HDFC Bank, HSBC Bank and Trade Receivable 2,296.76 2,307.08 (10.32) No
31 March 2023
Yes Bank
Trade Payable 1,480.84 1,480.85 (0.01) No
Inventory 1,052.23 1,021.93 30.30 No
30 June 2022 SBI Bank Trade Receivable 1,764.77 1,722.96 41.81 No
Trade Payable 1,563.33 1,575.96 (12.63) No
Inventory 888.58 888.60 (0.02) No
30 September 2022 SBI Bank Trade Receivable 2,355.57 2,355.60 (0.03) No
Trade Payable 1,225.34 1,223.50 1.84 No
Inventory 1,038.84 1,062.40 (23.56) No
31 December 2022 SBI Bank Trade Receivable 2,359.69 2,359.20 0.49 No
Trade Payable 1,545.72 1,571.50 (25.78) No
Inventory 972.72 985.38 (12.66) No
31 March 2023 SBI Bank Trade Payable 1,480.84 1,480.85 (0.01) No
Trade Receivable 2,296.76 2,307.08 (10.32) No
103
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Annexure VII - Statement of Adjustments to the Restated Consolidated Financial information
(Amount in INR millions, except for share data unless otherwise stated)
The Company submits drawing power (DP) statements subsequent to the end of respective quarters, in which DP limit is computed as per the terms and conditions of sanction letter. Certain
adjustments pertaining to goods in transit, advances from customers and advances to vendors were excluded from inventory, trade receivables and trade payables respectively while arriving
at the figures reported in the DP statements submitted to banks as the Company did not have a formal quarterly book closing process of its books of account. Further, the actual utilization of
working capital remained within the bank sanction/DP limits for the year ended 31 March 2023.
Clause (vii)(b) of CARO 2020 Order
According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to Income-Tax which have not been
deposited on account of any dispute are as follows:
Name of the statue Nature of Amount Period to Period to Forum where Remarks, if any
the Dues (in INR which the which the dispute is
million) amount amount pending
relates relates
Income Tax Act, 1961 Income Tax 0.60 2017-18 2017-18 Deputy commissioner of Income Tax
The Company submits drawing power (DP) statements subsequent to the end of respective quarters, in which DP limit is computed as per the terms and conditions of sanction letter. Certain
adjustments pertaining to goods in transit, advances from customers and advances to vendors were excluded from inventory, trade receivables and trade payables respectively while arriving
at the
figures reported in the DP statements submitted to banks as the Company did not have a formal quarterly book closing process of its books of account. Further, the actual utilization of
d. Other matters in annexures to Auditors’ Report, which do not require any corrective adjustments in the Restated Financial Information
104
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following set forth the Pro Forma Condensed Consolidated Financial Information which comprise the Pro
Forma Condensed Consolidated Balance Sheet as at March 31, 2023 and the Pro Forma Condensed Consolidated
Statement of Profit and Loss for the year ended March 31, 2023, read with the notes to the Pro Forma Condensed
Consolidated Financial Information.
Our Company has received written consent dated September 12, 2023 from our Statutory Auditors, B S R & Co.
LLP, Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Addendum as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as independent statutory auditors and in respect of their
(i) examination report dated September 9, 2023, on our Restated Consolidated Financial Information, and (ii)
report dated September 9, 2023, on our Pro Forma Condensed Consolidated Financial Information, included in
this Addendum. Such consent has not been withdrawn as on the date of this Addendum. The term “expert” and
consent thereof does not represent an expert or consent within the meaning under the U.S. Securities Act.
105
Unit No. A505A
B S R & Co. LLP 5th Floor, Elante Offices
Plot No. 178-178A, Industrial Area
Chartered Accountants Phase - 1, Chandigarh - 160002
Tel: +91 172 672 3400
Report on the Compilation of Pro Forma Condensed Consolidated Financial Information included
in the Addendum to the Draft Red Herring Prospectus (“Addendum DRHP”)
1. We have completed our assurance engagement to report on the compilation of Pro Forma Condensed
Consolidated Financial Information of Innova Captab Limited (“the Company” or “the Holding Company”),
its subsidiaries (the Company and its subsidiaries together referred to as the “Group”) and Sharon Bio-
Medicine Limited (“Sharon”) by the Company’s Management for the purpose of inclusion in the Addendum
DRHP of the Company. The Pro Forma Condensed Consolidated Financial Information consists of the Pro
Forma Condensed Consolidated Balance Sheet as at 31 March 2023, the Pro Forma Condensed Consolidated
Statement of Profit and Loss (including other comprehensive income) for the year ended 31 March 2023,
and related notes (together called the “Proforma Condensed Consolidated Financial Information”) as set out
in the Addendum DRHP prepared by the Company in connection with its proposed Initial Public Offer of
equity shares (“IPO”). The applicable criteria on the basis of which the Company’s Management has
compiled the Pro Forma Condensed Consolidated Financial Information are specified in clause (11)(I)(B)(iii)
of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended to date (the “ICDR Regulations”) issued by Securities and
Exchange Board of India (the “SEBI”) as further set out in Note 2 (c) to the Proforma Condensed Consolidated
Financial Information. Because of its nature, the Proforma Condensed Consolidated Financial Information
does not represent the Group’s actual financial position and financial performance.
2. The Pro Forma Condensed Consolidated Financial Information has been compiled by the Company’s
management to illustrate the impact of the acquisition of Sharon as set out in Note 2 (c) of the Pro Forma
Condensed Consolidated Financial Information on the Group’s financial position as at 31 March 2023
and the Group’s financial performance for the year ended 31 March 2023 as if the acquisition of Sharon
had taken place at 31 March 2023 and 1 April 2022 respectively. As part of this process, information
about the Group’s financial position and financial performance has been extracted by the Company’s
management from the Restated Consolidated Financial Information of the Group for the years ended 31
March 2023, 31 March 2022 and 31 March 2021, on which an examination report dated 9 September
2023 has been issued by us. Information about Sharon has been extracted and compiled by the
Company’s management from the Special Purpose Ind AS Financial Statements as at and for the year
ended 31 March 2023 on which the auditor of Sharon (E.A. Patil & Associates LLP), a peer reviewed
firm of Chartered Accountants (‘other auditor’) has issued a modified audit report on 9 September 2023.
We have been provided access to the modified audit report of the other auditor by the Management of
the Company.
Registered Office:
106
B S R & Co. LLP
Management’s Responsibility for the Pro Forma Condensed Consolidated Financial Information
3. The Company’s management is responsible for compiling the Pro Forma Condensed Consolidated
Financial Information on the basis as described in Note 2(c) to the Proforma Condensed Consolidated
Financial Information which has been approved by the Board of Directors of the Company on 9
September 2023. This responsibility includes the responsibility for designing, implementing and
maintaining internal control relevant for compiling the Pro Forma Condensed Consolidated Financial
Information on the basis as described in Note 2(c) to the Proforma Condensed Consolidated Financial
Information that is free from material misstatement, whether due to fraud or error. The Company’s
management is also responsible for identifying and ensuring that the Company complies with the laws
and regulations applicable to its activities, including compliance with the provisions of the laws and
regulations for the compilation of Pro Forma Condensed Consolidated Financial Information.
Auditor’s Responsibilities
4. Our responsibility is to express an opinion, as required by the ICDR Regulations, about whether the Pro
Forma Condensed Consolidated Financial Information has been compiled, in all material respects, by the
Company’s Management on the basis as described in Note 2(c) to the Proforma Condensed Consolidated
Financial Information.
5. We conducted our engagement in accordance with Standard on Assurance Engagements (SAE) 3420,
Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in
a Prospectus, issued by the Institute of Chartered Accountants of India. This standard requires that the
auditor comply with ethical requirements and plan and perform procedures to obtain reasonable
assurance about whether the Company’s Management has compiled, in all material respects, the Pro
Forma Condensed Consolidated Financial Information on the basis as described in Note 2(c) to the
Proforma Condensed Consolidated Financial Information.
6. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions
on any historical financial information used in compiling the Pro Forma Condensed Consolidated
Financial Information, nor have we, in the course of this engagement, performed an audit or review of
the financial information used in compiling the Pro Forma Condensed Consolidated Financial
Information.
7. The purpose of Pro Forma Condensed Consolidated Financial Information included in the Addendum
DRHP is solely to illustrate the impact of the acquisition of Sharon as described in Note 2(c) to the
Proforma Condensed Consolidated Financial Information on unadjusted restated consolidated financial
information of the Group as if the event had occurred or the transaction had been undertaken at an earlier
date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the
actual outcome of the event or transaction as at and for the year ended 31 March 2023 would have been
as presented.
8. A reasonable assurance engagement to report on whether the Pro Forma Condensed Consolidated
Financial Information has been compiled, in all material respects, on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Company’s
Management in the compilation of the Pro Forma Condensed Consolidated Financial Information
provide a reasonable basis for presenting the significant effects directly attributable to the event or
transaction, and to obtain sufficient appropriate evidence about whether:
107
B S R & Co. LLP
• The related pro forma adjustments give appropriate effect to those criteria; and
• The Pro Forma Condensed Consolidated Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
9. The procedures selected depend on the auditor’s judgment, having regard to the auditor’s understanding of
the nature of the Group, the event or transaction in respect of which the Pro Forma Condensed Consolidated
Financial Information has been compiled, and other relevant engagement circumstances.
10. The engagement also involves evaluating the overall presentation of the Pro Forma Condensed
Consolidated Financial Information.
11. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
qualified opinion.
Qualified Opinion
12. In our opinion, the Pro Forma Condensed Consolidated Financial Information has been compiled, in all
material respects, on the basis as described in Note 2 (c) to the Pro Forma Condensed Consolidated
Financial Information, except for the possible effects of the matter described in the Basis for Qualified
Opinion section of our report.
13. As more fully explained in Note 4(a) of the Proforma Condensed Consolidated Financial Information,
owing to the transition of management from Resolution Professional to the reconstituted Board of
Directors of Sharon in accordance with the order of the Hon’ble National Company Law Tribunal
(‘NCLT’) dated 17 May 2023 on the resolution plan submitted under the Corporate Insolvency
Resolution Process (“CIRP”) under the aegis of the Insolvency and Bankruptcy Code, 2016 (“IBC”), the
reconstituted Board of Directors of Sharon were not able to perform impairment testing of its property,
plant and equipment of Rs. 1,076.25 million as at 31 March 2023. The audit report of the other auditor
dated 9 September 2023 on the Special Purpose Ind AS Financial Statements of Sharon as at and for
the year ended 31 March 2023 included a qualification in relation to this matter.
Considering Sharon has not made any assessment for impairment in respect of these property, plant and
equipment in accordance with Indian Accounting Standard (Ind AS) 36 –“Impairment of assets” as
prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts)
Rules 2014, we are unable to comment whether any adjustments are necessary to the carrying values of
property, plant and equipment and its consequential impact on the profit for the year ended 31 March
2023 and retained earnings as at 31 March 2023 in the Pro Forma Condensed Consolidated Financial
Information.
Emphasis of Matter
14. We draw attention to Note 4 (d) of the Proforma Condensed Consolidated Financial Information with
respect to an expenditure of Rs. 96.73 million charged to the Statement of Profit and Loss of Sharon for
the year ended 31 March 2023 representing Rs. 73.95 million of sales tax / VAT receivables written off
and an accrual of Rs. 22.78 million towards claims made by sales tax/ VAT authorities which was
108
B S R & Co. LLP
admitted & settled in accordance with the order of the Hon’ble NCLT dated 17 May 2023. The audit
report of the other auditor dated 9 September 2023 on the Special Purpose Ind AS Financial Statements
of Sharon as at and for the year ended 31 March 2023 also contains an Emphasis of Matter with respect
to this matter. Sharon has made the relevant adjustments its Special Purpose Ind AS Financial Statements
in accordance with the accounting treatment prescribed under Indian Accounting Standard (Ind AS) 10
– “Events after the Reporting Period” which has resulted in a decrease in the profit for the year and a
corresponding decrease in other equity by Rs. 96.73 million in the Pro Forma Condensed Consolidated
Financial Information.
Restriction on Use
15. Our report is intended solely for use of the Board of Directors for inclusion in the Addendum DRHP to
be filed with SEBI, BSE Limited, National Stock Exchange of India Limited and Registrar of
Companies, Maharashtra at Mumbai, in connection with the proposed IPO. Our report should not be
used, referred to, or distributed for any other purpose except with our prior consent in writing. The
Proforma Condensed Consolidated Financial Information is not a complete set of financial statements
of the Group prepared in accordance with the Indian Accounting Standards prescribed under Section
133 of the Act, as applicable and is not intended to give a true and fair view of the financial position of
the Group as at 31 March, 2023 and of its financial performance (including other comprehensive
income) for the years ended 31 March, 2023 in accordance with the Indian Accounting Standards
prescribed under Section 133 of the Act, as applicable. As a result, this Proforma Condensed
Consolidated Financial Information may not be suitable for any other purpose. Accordingly, we do not
accept or assume any liability or any duty of care for any other purpose or to any other person to whom
this report is shown or into whose hands it may come without our prior consent in writing.
109
Innova Captab Limited (CIN: U24246MH2005PLC150371)
Pro Forma Condensed Consolidated Balance Sheet
(Amount in INR millions, except for share data unless otherwise stated)
As at 31 March 2023
Particulars Restated Consolidated Financial information Pro Forma Notes Pro Forma Condensed
Financial Information of the of Sharon Bio-Medicine Adjustments Consolidated Financial
Group Limited Information
(Historical) (Historical)
(a) (b) (c) (d)
Assets
(1) Non-current assets
(a) Property, plant and equipment 1,501.06 1,076.25 338.73 3(a) 2,916.04
(b) Right-of-use assets 153.04 202.40 89.91 3(a) 445.35
(c) Capital work-in-progress 215.43 2.01 - 217.44
(d) Goodwill 166.94 - - 166.94
(e) Other intangible assets 7.73 - 1.83 3(a) 9.56
(f) Financial assets
(i) Investments 0.00 - - 3(e) 0.00
(ii) Loans 4.78 - - 3(e) 4.78
(iii) Other financial assets 5.59 17.11 - 22.70
Deffered
(g)TaxDeferred
assets tax assets (net) 1.20 - 218.19 3(a) 219.39
(h) Income tax assets (net) 7.27 - - 7.27
(i) Other non-current assets 556.43 5.28 - 561.71
Total non-current assets 2,619.47 1,303.05 648.66 4,571.18
Liabilities
(2) Non- current liabilities
(a) Financial liabilities
(i) Borrowings 1,341.77 5,580.17 (4,130.13) 3(b), 3(d)(iii), 3(d)(iv), 3(e) 2,791.81
(ii) Lease liabilities 13.84 - - 13.84
(iii) Other financial liabilities 78.94 - - 78.94
(b) Provisions 28.97 62.92 - 91.89
Deffered
(c)TaxDeferred
Liabilities
tax liabilities (net) 39.21 - - 39.21
(d) Other non-current liabilities 0.85 - - 0.85
Total non-current liabilities 1,503.58 5,643.09 (4,130.13) 3,016.54
See accompanying notes to the pro forma condensed consolidated financial information.
As per our report of even date attached.
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala Neeharika Shukla Gaurav Srivastava
Partner Chairman & Wholetime Director Managing Director Company Secretary Chief Financial Officer
Membership Number : 507857 DIN : 00144656 DIN : 00144700 Membership No. A42724
Place: Panchkula
Date: 9 September 2023
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Innova Captab Limited (CIN: U24246MH2005PLC150371)
Pro Forma Condensed Consolidated Statement of Profit and Loss
(Amount in INR millions, except for share data unless otherwise stated)
For the year ended 31 March 2023
Particulars Restated Consolidated Financial Pro Forma Notes Pro Forma
Financial Information information of Adjustments Condensed
of the Group Sharon Bio-Medicine Consolidated
(Historical) Limited Financial Information
(a) (Historical)
(b) (c) (d)
IV Expenses
Cost of materials consumed 6,466.06 911.60 - 7,377.66
Purchase of stock-in-trade 447.91 - - 447.91
Changes in inventories of finished goods, 1.65 41.97 - 43.62
work-in-progress and stock-in-trade
Employee benefits expense 547.97 332.93 - 880.90
Finance costs 199.73 0.62 165.24 3(b) 365.59
Depreciation and amortization expense 110.77 107.42 (21.06) 3(a) 197.13
Other expenses 663.74 478.86 - 1,142.60
Total expenses (IV) 8,437.83 1,873.40 144.18 10,455.41
VI Tax expense:
(i) Current tax 218.60 - - 218.60
(ii) Deferred tax 19.81 - 160.42 3(a), 3(f) 180.23
Total tax expense (VI) 238.41 - 160.42 398.83
VII Profit for the year (V-VI) 679.54 93.32 238.34 1,011.20
IX Total comprehensive income for the year (VII+VIII) 679.00 97.10 239.63 1,015.73
See accompanying notes to the pro forma condensed consolidated financial information
As per our report of even date attached.
Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala Neeharika Shukla Gaurav Srivastava
Partner Chairman & Wholetime Director Managing Director Company Secretary Chief Financial Officer
Membership Number : 507857 DIN : 00144656 DIN : 00144700 Membership No. A42724
Place: Panchkula
Date: 9 September 2023
111
Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
1. Company Information
Innova Captab Limited (“the Company” or “the Holding Company”), a Company domiciled in India with its registered
situated at Office No. 606, Ratan Galaxie-6th Floor, J.N. Road, Plot No. 1, Mulund (W), Mumbai, MH 400080, India,
was incorporated in Mumbai on 3 January 2005 as a private limited company. The Company was initially incorporated
with the name of “Harun Healthcare Private Limited” and later on the name was changed to “Innova Captab Private
Limited”. The Company was converted into a Public Limited Company w.e.f 26 July 2018. After conversion, the name
of the Company is “Innova Captab Limited”.
The Company and its following subsidiaries are referred to collectively as the “Group”:
The Pro Forma Condensed Consolidated Financial Information have been approved by the Company’s Board of
Directors on 9 September 2023.
On 21 August 2022, the Board of Directors approved the submission of resolution plan for the acquisition of Sharon
Bio-Medicine Limited (‘Sharon’), a listed company, which was then under the Corporate Insolvency Resolution
Process. The Company exercised its power vested under the resolution plan to acquire Sharon Bio-Medicine Limited
through its wholly owned subsidiary i.e. Univentis Medicare Limited. The same was approved by the Board of
Directors of Univentis Medicare Limited on 20 March 2023 and by the shareholders of Univentis Medicare Limited
on 21 March 2023. The Resolution Plan was approved by Hon’ble National Company Law Tribunal, Mumbai Bench
on 17 May 2023. Subsequently, the payment of Rs. 10.00 million towards equity and Rs. 1,944.00 million towards
loan, as envisaged under the approved Resolution Plan was made on 26 June 2023. The implementation of the plan
was completed on 30 June 2023 viz. closing date as per the approved Resolution Plan and therefore the control over
Sharon Bio-Medicine Limited was established. The transfer was considered as business combination as per Ind AS
103.
Sharon, has undergone a corporate insolvency resolution process ("CIRP") under the aegis of the Insolvency and
Bankruptcy Code, 2016 ("IBC"). Company Petition bearing C.P. No. 246/I&BP/NCLT/MAH/2017 ("Company
Petition") filed by Mis. Culross Opportunities SP. and Peter Beck and Partners under Section 7 of the Insolvency
and Bankruptcy Code, 2016 ("Code"), against Sharon, was admitted by the Hon'ble National Company Law Tribunal,
Mumbai ("Hon'ble NCLT") on 11 April 2017 and the Corporate Insolvency Resolution Process ("CIR Process") for
Sharon was initiated vide order dated 25 April 2017 wherein the Hon'ble NCLT appointed the Mr. Dinkar T.
Venkatasubramanian as the Interim Resolution Professional for Sharon who was later confirmed as Resolution
Professional by the members of the Committee of Creditors ("CoC") on 22 May 2017. Sharon has been declared as
a wilful defaulter by the banks as it was under Corporate Insolvency Resolution Process since 11 April 2017.
After following the due process of law as prescribed under the IBC, the resolution plan ("erstwhile Resolution Plan")
submitted by Peter Beck and Partners ("erstwhile Resolution Applicant") for the Sharon was approved by members
of the CoC and later approved by the Hon'ble Tribunal on 28 February 2018 ("erstwhile Plan Approval Order"). The
Plan Approval Order was challenged by the erstwhile Promoters of Sharon before the National Company Law
Appellate Tribunal (''NCLAT") and the Supreme Court. The challenge was ultimately dismissed by the NCLAT on
19 December 2018 and by the Hon'ble Supreme Court on 05 April 2019. However, the erstwhile Resolution
Applicant did not implement the Resolution Plan for the Sharon and also contravened the terms of the erstwhile
Resolution Plan approved by the Hon'ble NCLT.
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Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
Pursuant to the erstwhile Resolution Plan, the erstwhile Resolution Applicant through Peter Beck and Peter
Vermoegensverwaltung Ltd had infused a sum of Rs. 100.60 million on 27 August 2019, for allotment of share
capital which is still pending allotment beyond the stipulated time as per the Companies Act 2013, since the erstwhile
Resolution Applicant had failed to implement the erstwhile resolution plan.
Since, the erstwhile Resolution Applicant had not implemented the erstwhile Resolution Plan, State Bank of India
(‘SBI’) on behalf of financial creditors ("Lenders") filed an appeal before Hon'ble NCLT on 06 December 2019 and
sought directions for re-initiation of CIRP in order to invite fresh bids from prospective resolution applicants.
Pursuant to the application, the erstwhile Resolution Applicant indicated his willingness to implement the erstwhile
Resolution Plan.
Hence, the Lenders in September 2020 agreed to give a final opportunity to the erstwhile Resolution Applicant for
implementation of the erstwhile Resolution Plan by 07 November 2020.
As part of the terms of the erstwhile Resolution Plan, Sharon completed the capital reduction process on 04 November
2020. However, the erstwhile Resolution Applicant yet again failed to implement the erstwhile Resolution Plan.
The Hon'ble NCLT vide its order dated 02 February 2021 directed the erstwhile Resolution Applicant to infuse funds
within two weeks, directed the lenders to provide bank details for infusion of funds and waived off the requirement
of submission of bank guarantee as stipulated in the erstwhile Resolution Plan.
On 18 February 2021 the SBI on behalf of financial creditors filed an appeal before NCLAT against the NCLT order
dated 02 February 2021. The Hon'ble NCLAT vide its order dated 05 January 2022 directed the erstwhile Resolution
Applicant to submit the bank guarantee as stipulated in the erstwhile Resolution Plan within 30 days and implement
the Resolution Plan within 2 months. However, the erstwhile Resolution Applicant did not abide by the directions of
the Hon'ble NCLAT and failed to provide the bank guarantee within 30 days from the date of the order passed by the
Hon'ble NCLAT.
On account of the failure by the erstwhile Resolution Applicant, SBI, on behalf of the Lenders, filed an application
before Hon'ble NCLT on 08 February 2022 seeking directions for liquidation of Sharon as going concern and
appointment of liquidator.
The erstwhile Resolution Applicant, instead of implementing the Resolution Plan, filed an appeal before Hon'ble
Supreme Court on 02 February 2022 seeking modification of the NCLAT order dated 05 January 2022. During the
hearing held before Hon'ble Supreme Court on 28 February 2022, the ld. counsel of erstwhile Resolution Applicant
on instructions submitted that it would not be possible for him to comply with the NCLAT order dated 05 January
2022.
The Hon'ble Supreme Court vide its order dated 28 February 2022 in Civil Appeal No. 1305-1306 of 2022 had, inter
alia, dismissed the appeal and gave liberty for initiation of fresh Corporate Insolvency Resolution Process (CIRP) of
the Sharon and take all consequential actions in furtherance thereof, in accordance with law.
In light of the direction passed by Hon'ble Supreme Court, State Bank of India filed an application bearing IA No.
1062/2022 and an additional affidavit ("Lender's Application) on behalf of all the Lenders of Sharon for granting 105
days for inviting Expression of Interest; inviting resolution plans from interested prospective resolution applicants;
appointment of Mr. Pulkit Gupta (IBBI IP Registration No. IBBI/IPA-001/IP-P-02364/2021- 2022/13697) as the
Interim Resolution Professional and to take all necessary actions for completion of resolution process of Sharon. The
Hon'ble NCLT, Mumbai Bench -1 vide order dated 3 June 2022 allowed the aforesaid lender's application and
appointed Mr. Pulkit Gupta as the Interim Resolution Professional. The Hon'ble NCLT, Mumbai Bench 1 also
permitted the withdrawal of the liquidation application that had been filed on 8 February 2022. The Committee of
Creditors ("CoC") subsequently confirmed the appointment of Mr. Pulkit Gupta as the Resolution Professional on
18 June 2022 in the 12th Meeting of the CoC.
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Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
After following the due process of law as prescribed under the IBC and its regulations, the resolution plan submitted
by Innova Captab Limited ("Resolution Plan of Innova") for Sharon was approved by members of the CoC on 16
November 2022 and later approved by the Hon'ble NCLT, Mumbai Bench - I on 17 May 2023.
Pursuant to the order passed by the Hon'ble NCLT approving the Resolution Plan of Innova, the Resolution
Professional demitted his office and Monitoring Committee comprising one representative of the Secured Assenting
Financial Creditors, one representative of the Company and the Resolution Professional (acting as the Monitoring
Agent), was constituted on 19 May 2023.
In accordance with the terms of the Resolution Plan of Innova approved by the Hon’ble NCLT, Univentis Medicare
Limited (wholly owned subsidiary of the Company) infused INR 1,954.00 (INR. 1,944.00 as loan and INR 10 as
equity share capital) into Sharon on 26 June 2023 and closure of implementation pursuant to the Resolution Plan was
achieved on 30 June 2023. Following such infusion of funds by Univentis Medicare Limited, Sharon became a wholly
owned subsidiary of Univentis Medicare Limited with effect from 30 June 2023.
Consequently, the Monitoring Committee was dissolved on 30 June 2023, and the management of Sharon was
transferred to the reconstituted Board of Directors of Sharon on 30 June 2023. In accordance with the CIRP, the
process of delisting of Sharon has been initiated and is currently ongoing.
Further, the Resolution Professional on behalf of Company had informed the Hon’ble NCLT vide an affidavit filed
with Hon’ble NCLT that consequent to the acquisition of Sharon by Univentis Medicare Limited, Sharon would
merge into Univentis Medicare Limited. However, the order of the Hon’ble NCLT dated 17 May 2023 did not record
the fact of the aforesaid merger and accordingly, the Monitoring Committee of Sharon (as constituted pursuant to the
Resolution Plan of Innova) filed an Interlocutory Application bearing IA no. 2573/2023 dated 9 June 2023 before
the Hon’ble NCLT requesting for a rectification of NCLT order dated 17 May 2023 and clarification on the approval
of the proposed merger of Sharon into Univentis Medicare Limited. The application dated 16 June 2023 was reserved
for order on 20 June 2023 and the final copy of the order is awaited.
Further, SBI on behalf of the secured financial creditors filed an Interlocutory Application bearing IA no. 2989/2023
dated 11 January 2023 before the Hon'ble NCLT seeking appropriate directions of the Hon'ble NCLT for forfeiture
and appropriation of INR 100.60 million, deposited by the erstwhile Resolution Applicant through Peter Beck and
Peter Vermoegensverwaltung Ltd, in Sharon, in earlier years, between the secured financial creditors of Sharon. The
matter is currently pending with the Hon’ble NCLT. Pending directions from the Hon’ble NCLT, this amount has
been disclosed under "Other financial liabilities" as "Share Application Money Pending Allotment" in the audited
special purpose Ind AS financial statements of Sharon for the year ended 31 March 2023.
The Pro Forma Condensed Consolidated Statement of Profit and Loss is prepared as if the above acquisition by
Univentis Medicare Limited as described in note 2(a) above occurred immediately before the start of the financial
year ended 31 March 2023, and Pro Forma Condensed Consolidated Balance Sheet is prepared as if the above
transaction occurred as at 31 March 2023.
Because of their nature, the Pro Forma Condensed Consolidated Financial Information addresses a hypothetical
situation and therefore, does not represent Group’s factual financial position or results. They purport to indicate the
results of operations and the financial position that would have resulted had the acquisition been completed at the
date prior to the first period presented but are not intended to be indicative of expected results or operations in the
future periods or the future financial position of the Group.
The Pro Forma Condensed Consolidated Financial Information of the Group comprises of the Pro Forma Condensed
Consolidated Balance Sheet as at 31 March 2023 and the Pro Forma Condensed Consolidated Statement of Profit
and Loss for the year ended 31 March 2023, read with the notes to the Pro Forma Condensed Consolidated Financial
Information (hereinafter referred as ‘Pro Forma Condensed Consolidated Financial Information’). The accounting
114
Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
policies have been consistently followed in the year presented in the Pro Forma Condensed Consolidated Financial
Information.
The Pro Forma adjustments are based upon available information and assumptions that the management of the Group
believes to be reasonable. Such Pro Forma Condensed Consolidated Financial Information has been prepared on the
basis as stated in Note 3 – “Pro Forma adjustments” and accordingly should not be relied upon as if it had been
prepared in accordance with the generally accepted accounting principles. The Pro Forma adjustments are included
only to the extent they are (i) directly attributable to the above transaction and (ii) factually supportable. These
adjustments do not consider any expected cost savings or potential synergies that may result from the transaction.
The Pro Forma Condensed Consolidated Financial Information for the year ended 31 March 2023 has been prepared
by using the following financial statements / information prepared as per generally accepted accounting principles in
India :
• the restated consolidated financial information of the Group for the year ended 31 March 2023, 31 March 2022
and 31 March 2021;
• the audited special purpose Ind AS financial statements of Sharon for the year ended 31 March 2023.
Accordingly, the Pro Forma Condensed Consolidated Financial Information consists of four columns wherein:
a) Column a represents Restated Consolidated Financial Information of the Group for the year ended 31 March
2023;
b) Column b represents financial information of Sharon extracted from the audited special purpose Ind AS financial
statements of Sharon for the year ended 31 March 2023 as mentioned in Note 2 above.
d) Column d represents total of ‘a’, ‘b’ and ‘c’ above which represents Pro Forma Condensed Consolidated Financial
Information.
The Pro Forma Condensed Consolidated Financial Information have been compiled in a manner consistent with the
accounting policies adopted in by the Company in the Restated Consolidated Financial Statements of the Company
for the year ended 31 March 2023.
This Pro Forma Condensed Consolidated Financial Information was authorised for issue by the Board of Directors
on 9 September 2023.
The following pro forma adjustments have been made to the historical financial information:
Following table provides the details of net assets acquired determined on the basis of carrying values of the net assets at
the year-end date after taking into account fair value adjustments in property, plant and equipment, right-of-use assets,
other intangible assets and deferred tax assets (net) as determined by an external expert in the purchase price allocation
(PPA) valuation as on acquisition date:
(in INR Million)
Particulars As at
31 March 2023
Non-current assets 1,951.71
Current assets 1,191.30
Total assets [A] 3,143.01
Non-current liabilities 2,006.95
Current liabilities 635.30
Total liabilities [B] 2,642.25
Preliminary value of net assets acquired [C] = [A-B] 500.76
115
Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
Further, pro forma adjustment has been made to reflect depreciation expense based on that estimated fair value of
property, plant and equipment, right-of-use assets, other intangible assets considering the following expected useful lives
of property, plant and equipment, right-of-use assets, other intangible assets :
As a result, depreciation expense of acquired property, plant and equipment, right-of-use assets, other intangible assets
of Sharon has been reduced by INR 21.06 million in the Pro Forma Condensed Consolidated Statement of Profit and
Loss.
The total purchase consideration has been paid in cash by the Company’s wholly owned subsidiary – Univentis Medicare
Limited, by way of issue of equity shares of Sharon of INR 10 million and grant of borrowings to Sharon of INR 1,944.00
million.
This acquisition was funded by the long-term borrowings of Rs. 1,450 million carrying interest of 8.5% per annum and
the balance of Rs. 504.00 million through internal funds generated by Univentis Medicare Limited. For the purpose of
Pro Forma Condensed Consolidated Balance Sheet, amount funded through internal funds generated by Univentis
Medicare Limited has been considered to be funded through current borrowings. Accordingly, for the purpose of Pro
Forma Condensed Consolidated Statement of Profit and Loss, pro forma adjustment in respect of finance cost has been
made assuming 8.5% interest on borrowings of Rs. 1,944.00 million. As a result, Rs. 165.24 million has been recognised
as finance cost for the year ended 31 March 2023 as pro forma adjustment, in the Pro Forma Condensed Consolidated
Statement of Profit and Loss with a corresponding other current financial liability in the Pro Forma Condensed
Consolidated Statement of Balance Sheet.
The allocation of the total purchase price is based on the fair value of the net assets acquired on the acquisition date
(30 June 2023). Goodwill / capital reserve as on the acquisition date has been pushed back to 1 April 2022 which has
resulted in net pro forma adjustment in other equity.
116
Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
(d) Consequent adjustments inherent in the resolution plan approved by Hon’ble NCLT:
In accordance with the terms of the resolution plan, impact of certain transaction inherent to the aforesaid acquisition
have also been adjusted on the closing date. The details of such transaction are as follows:
— (iv) Conversion of remaining borrowings of Sharon into equity and corresponding capital reduction by
Sharon
In accordance with the terms of the resolution plan, Sharon converted INR 224.36 million of current borrowings
and INR 5,250.30 million of non-current borrowings into equity share capital at face value of Rs. 2 per share
amounting to INR 26.25 million and the remaining balance of INR 5,448.41 million was reflected as securities
premium.
Thereafter, Sharon conducted capital reduction thereby reducing the entire equity share capital (i.e share capital held
with erstwhile public shareholders of Sharon and share capital issued against the non-current and current
borrowings) to zero by setting up a capital reserve of INR 37.66 million. The Company has made the aforesaid
adjustment in the Pro Forma Condensed Consolidated Financial Information as if the conversion and capital
reduction took place on 1 April 2022.
117
Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
The Company has presented the intragroup elimination adjustments in respect of transactions between the Company, its
subsidiaries and Sharon Bio-Medicine Limited have been eliminated from the Pro Forma Condensed Consolidated
Financial Information.
Tax expense is determined for respective entities as if these were separate taxable entities from the beginning of the first
period presented. Adjustment has been made to the deferred tax charge/credit considering the adjustments made in the
historical financial information after taking into account pro forma adjustments made.
Earnings per shares (Basic and Diluted) has been computed for all the years presented in the Pro Forma Condensed
Consolidated Financial Information considering the Profit for the year as per Pro Forma Condensed Consolidated
Statement of Profit and Loss. The weighted average number of equity shares outstanding during the period is adjusted
for events of bonus issue and share split as considered in the Restated Consolidated Financial Statements. There has
been no effect of the above transaction on the weighted average equity share of any year presented in the Pro Forma
Condensed Consolidated Financial Information.
4. Other matters
(a) Owing to the transition of management from Resolution Professional to the reconstituted Board of Directors of
Sharon in accordance with the order of the Hon'ble NCLT dated 17 May 2023 on the resolution plan submitted
under the corporate insolvency resolution process (“CIRP”) under the aegis of the Insolvency and Bankruptcy Code,
2016 (“IBC”), the reconstituted Board of Directors of Sharon were not able to perform impairment testing of its
property, plant and equipment of Rs. 1,076.25 million as at 31 March 2023 in accordance with Indian Accounting
Standard (Ind AS) 36 –“Impairment of assets” as prescribed under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules 2014.
(b) The gratuity benefits of Sharon were administered by a trust formed for this purpose through the group gratuity
scheme. Sharon has not contributed towards the trust for the pending changes in the trustees. Since there are no
transactions in the gratuity trust, the same has become inoperative. Accordingly, Sharon has not complied with the
provisions of Section 4A(5) of the Payment of Gratuity Act, 1972 in relation to failure to make contribution to the
gratuity fund formed for gratuity contribution through the group gratuity scheme of Sharon.
The current management is taking necessary actions to remediate the above and believes that the same will have no
impact pursuant to the terms of the Resolution Plan of Innova approved by the Hon’ble NCLT and accordingly no
provision for penalties etc. has been recognized in relation to the above.
(c) As at 31 March 2023, unclaimed dividend of Rs. 1.27 million pertaining to Sharon could not be transferred to
Investor’s protection Fund of Central Government and the relevant e-filings with registrar of Companies could not
be completed in this respect since there were no authorized persons registered with MCA. Accordingly, Sharon has
not complied with the provisions of Section 124(5) of Companies Act, 2013 and Rule 5 of The Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.
The current management is taking necessary actions to remediate the above and believes that the same will have no
impact pursuant to the terms of the Resolution Plan of Innova approved by the Hon’ble NCLT and accordingly no
provision for penalties etc. has been recognized in relation to the above.
(d) During the year ended 31 March 2023, expenditure of Rs. 96.73 million has been charged to the Statement of Profit
and Loss of Sharon by way of write off of amount receivable against sales tax/VAT refunds of Rs 73.95 million
pertaining to the financial years 2007-08 to 2017-18 which were presented as balance with government authorities
under other current assets till 31 March 2022 and accrual of Rs. 22.78 million towards the claim of the sales tax/VAT
authorities for the aforesaid years admitted and settled in accordance with the order of the Hon’ble NCLT dated 17
May 2023 on the Resolution Plan of Innova submitted by the Company. Since the implementation of resolution
118
Innova Captab Limited
Notes to the Pro Forma Condensed Consolidated Financial Information
plan resulted in an obligating event, which resulted in being an adjusting event after the reporting period, Sharon
has made the relevant adjustments in the audited special purpose Ind AS financial statements in accordance with
the accounting treatment prescribed under Indian Accounting Standard (Ind AS) 10 – “Events after the Reporting
Period” resulting in decrease in profit for the year of Sharon and corresponding decrease in other equity of Sharon
by Rs. 96.73 million.
119
OTHER FINANCIAL INFORMATION
The accounting ratios derived from Restated Consolidated Financial Information required to be disclosed under
the SEBI ICDR Regulations are set forth below:
Accounting ratios derived from the Pro Forma Condensed Consolidated Financial Information
The accounting ratios derived from Pro Forma Condensed Consolidated Financial Information required to be
disclosed under the SEBI ICDR Regulations are set forth below:
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company and
UML for Fiscals 2021, 2022 and 2023 (collectively, the “Audited Standalone Financial Statements”) are
available on our website at www.innovacaptab.com/investor-relations.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Standalone Financial Statements do not constitute, (i) a part of this Addendum;
or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under
the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere.
The Audited Standalone Financial Statements should not be considered as part of information that any investor
should consider subscribing for or purchase any securities of our Company or any entity in which our Shareholders
have significant influence and should not be relied upon or used as a basis for any investment decision. None of
the entities specified above, nor any of their advisors, nor BRLMs or the Selling Shareholders, nor any of their
respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss,
120
direct or indirect, arising from any information presented or contained in the Audited Standalone Financial
Statements, or the opinions expressed therein.
Reconciliation for the following non-GAAP financial measures included in this Addendum are as set out below:
The following table sets forth our earnings before interest and tax (EBIT), including a reconciliation of such
financial measure to the Restated Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal
2021. Earnings before interest and tax is calculated as the sum of (i) profit for the year, (ii) total tax expenses, and
(iii) finance costs.
(in ₹ million)
Particulars Year ended March Year Ended March Year Ended March
31, 2023 31, 2022 31, 2021
Profit for the year (A) 679.54 639.53 345.00
Add: Total tax expense (B) 238.41 217.67 118.44
Add: Finance costs (C) 199.73 56.80 39.27
EBIT (D=A+B+C) 1,117.68 914.00 502.71
Source: Derived from the Restated Consolidated Financial Information
The following table sets forth our EBITDA and EBITDA Margin, including a reconciliation of each such financial
measure to the Restated Consolidated Financial Information for Fiscal 2023, Fiscal 2022 and Fiscal 2021.
3. Net Debt
The following table sets forth our Net Debt for Fiscal 2023, Fiscal 2022 and Fiscal 2021, on a restated consolidated
basis. Net Debt is calculated as total borrowings less cash and cash equivalents and bank balances other than cash
and cash equivalents as at the end of the year.
(in ₹ million)
Particulars Year ended March Year Ended March Year Ended March
31, 2023 31, 2022 31, 2021
Non-current borrowings (1) 1,341.77 673.52 60.00
Current borrowings (2) 1,010.15 1,308.30 390.26
Total borrowings (A= (1) + (2)) 2,351.92 1,981.82 450.26
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The following table sets forth our Debt-Equity Ratio and Net Debt/EBITDA Ratio, including a reconciliation of
such financial measure to the Restated Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal
2021. Debt-Equity Ratio is calculated as total borrowings divided by total equity. Total borrowings is calculated
as the sum of (i) non-current borrowings, and (ii) current borrowings. Net Debt/EBITDA Ratio is calculated as
Net Debt divided by EBITDA. Net Debt is calculated as total borrowings less cash and cash equivalents and bank
balances as at the end of the year.
5. Return on Equity
The following table sets forth our Return on Equity, including a reconciliation of such financial measure to the
Restated Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal 2021. Return on Equity is
calculated as profit for the year divided by total equity.
6. PAT Margin
The following table sets forth our PAT Margin, including a reconciliation of such financial measure to the
Restated Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal 2021. PAT Margin is
calculated as profit for the year divided by revenue from operations.
7. Capital Employed
The following table sets forth our Capital Employed for Fiscal 2023, Fiscal 2022 and Fiscal 2021, on a restated
consolidated basis. Capital Employed is calculated as total assets less total liabilities less goodwill less other
intangible assets plus total borrowings as at the end of the year.
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(in ₹ million)
Particulars Year ended March Year Ended March Year Ended March
31, 2023 31, 2022 31, 2021
Total assets (1) 7,044.14 5,754.75 3,696.16
Total liabilities (2) 4,279.08 3,668.69 2,247.95
Goodwill (3.1) 166.94 166.94 -
Other intangible assets (3.2) 7.73 4.53 4.44
Non-current borrowings (4) 1,341.77 673.52 60.00
Current borrowings (5) 1,010.15 1,308.30 390.26
Total borrowings (6)=(4)+(5) 2,351.92 1,981.82 450.26
Capital Employed ((7) = (1) – (2) – (3.1) – 4,942.31 3,896.41 1,894.03
(3.2) + (6))
Source: Derived from the Restated Consolidated Financial Information
The following table sets forth our Return on Capital Employed, including a reconciliation of such financial
measure to the Restated Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal 2021. Return
on Capital Employed is calculated as earnings before interest and tax divided by Capital Employed. Earnings
before interest and tax is calculated as the sum of (i) profit for the year, (ii) total tax expenses, and (iii) finance
costs. Capital Employed is calculated as total assets less total liabilities less goodwill less other intangible assets
plus total borrowings as at the end of the year.
The following table sets forth our Fixed Asset Turnover Ratio, including a reconciliation of such financial measure
to the Restated Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal 2021. Fixed Asset
Turnover Ratio is calculated as revenue from operations divided by sum of the property, plant and equipment,
other intangible assets and capital work in progress as at the end of the year.
(in ₹ million, except ratios)
Particulars Year ended March Year Ended March Year Ended March
31, 2023 31, 2022 31, 2021
Property Plant and Equipment (A) 1,501.06 1,565.60 763.59
Other intangible assets (B) 7.73 4.53 4.44
Capital work in progress (C) 215.43 0.31 72.64
Revenue from operations (D) 9,263.80 8,005.26 4,106.62
Fixed Asset Turnover Ratio 5.37 5.10 4.88
(E=D/(A+B+C)))
Source: Derived from the Restated Consolidated Financial Information
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10. Net Worth
The following table sets forth our Net Worth, including a reconciliation of such financial measure to the Restated
Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal 2021. Net Worth is calculated as a
sum of Equity Share capital and other equity less capital reserves.
(in ₹ million)
Particulars Year ended March Year Ended March Year Ended March
31, 2023 31, 2022 31, 2021
Equity share capital (A) 480.00 120.00 120.00
Other equity (B) 2,285.06 1,966.06 1,328.21
Capital reserve (C) 0.44 0.44 0.44
Net Worth (D=A+B-C) 2,764.62 2,085.62 1,447.77
Source: Derived from the Restated Consolidated Financial Information
The following table sets forth our Return on Net Worth, including a reconciliation of such financial measure to
the Restated Consolidated Financial Information, for Fiscal 2023, Fiscal 2022 and Fiscal 2021. Return on Net
Worth is calculated as profit for the year divided by net worth as at the end of the year.
The following table sets forth our Net Asset value per Equity Share for Fiscal 2023, Fiscal 2022 and Fiscal 2021,
on a restated consolidated basis. Net Asset Value per Equity Share is calculated as net worth divided by number
of equity shares outstanding as at the end of the year.
The following table sets forth our Pro Forma Earnings Before Interest And Tax (“Pro Forma EBIT”), including
a reconciliation of such financial measure to the Pro Forma Condensed Consolidated Financial Information for
Fiscal 2023. Pro Forma EBIT is calculated as the sum of (i) profit for the year, (ii) total tax expenses, and (iii)
finance costs.
(in ₹ million)
Particulars Year ended March 31, 2023
Profit for the year (A) 1,011.20
Add: Total tax expense (B) 398.83
Add: Finance costs (C) 365.59
Pro Forma EBIT (D=A+B+C) 1,775.62
Source: Derived from the Pro Forma Condensed Consolidated Financial Information
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2. Pro Forma EBITDA and Pro Forma EBITDA Margin
The following table sets forth our Pro Forma EBITDA and Pro Forma EBITDA Margin, including a reconciliation
of each such financial measure to our Pro Forma Condensed Consolidated Financial Information for Fiscal 2023.
The following table sets forth our Pro Forma Net Debt for Fiscal 2023, on a pro forma condensed basis. Pro Forma
Net Debt is calculated as Total borrowings less cash and cash equivalents and bank balances other than cash and
cash equivalents as at the end of the year.
(in ₹ million)
Particulars Year ended March 31, 2023
Non-current borrowings (1) 2,791.81
Current borrowings (2) 1,514.15
Total borrowings (A = (1) + (2)) 4,305.96
4. Pro Forma Debt-Equity Ratio and Pro Forma Net Debt/EBITDA Ratio
The following table sets forth our Pro Forma Debt-Equity Ratio and Pro Forma Net Debt/EBITDA Ratio,
including a reconciliation of each such financial measure to the Pro Forma Condensed Consolidated Financial
Information for Fiscal 2023. Pro Forma Debt-Equity Ratio is calculated as total borrowings divided by total
equity. Total borrowings is calculated as the sum of (i) non-current borrowings, and (ii) current borrowings. Pro
Forma Net Debt/EBITDA Ratio is calculated as Pro Forma Net Debt divided by Pro Forma EBITDA. Pro Forma
Net Debt is calculated as total borrowings less cash and cash equivalents and bank balances as at the end of the
year.
125
The following table sets forth our Pro Forma Return on Equity, including a reconciliation of such financial
measure to the Pro Forma Condensed Consolidated Financial Information for Fiscal 2023. Pro Forma Return on
Equity is calculated as profit for the year divided by total equity.
The following table sets forth our Pro Forma PAT Margin, including a reconciliation of such financial measure
to the Pro Forma Condensed Consolidated Financial Information for Fiscal 2023. Pro Forma PAT Margin is
calculated as profit for the year divided by revenue from operations.
The following table sets forth our Pro Forma Capital Employed for Fiscal 2023, on pro forma consolidated basis.
Pro Forma Capital Employed is calculated as total assets less total liabilities less goodwill less other intangible
assets plus total borrowings as at the end of the year.
(in ₹ million)
Particulars Year ended March 31, 2023
Total assets (1) 10,187.16
Total liabilities (2) 6,931.33
Goodwill (3.1) 166.94
Other intangible assets (3.2) 9.56
Non-current borrowings (4) 2,791.81
Current borrowings (5) 1,514.15
Total borrowings (6)=(4)+(5) 4,305.96
Pro Forma Capital Employed ((7) = (1) – (2) – (3.1) – (3.2)+(6)) 7,385.29
Source: Derived from the Pro Forma Condensed Consolidated Financial Information
The following table sets forth our Pro Forma Return on Capital Employed, including a reconciliation of such
financial measure to the Pro Forma Condensed Consolidated Financial Information for Fiscal 2023. Pro Forma
Return on Capital Employed is calculated as Pro Forma EBIT divided by Pro Forma Capital Employed. Pro Forma
EBIT is calculated as the sum of (i) profit for the year, (ii) total tax expenses, and (iii) finance costs. Pro Forma
Capital Employed is calculated as total assets less total liabilities less goodwill less other intangible assets plus
total borrowings as at the end of the year.
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Particulars Year ended March 31, 2023
Total borrowings (6)=(4)+(5) 4,305.96
Pro Forma Capital Employed (E= (1) – (2) – (3.1) – (3.2) + (6))) 7,385.29
Pro Forma Return on Capital Employed (F=D/E) 24.04%
Source: Derived from the Pro Forma Condensed Consolidated Financial Information
The following table sets forth our Pro Forma Fixed Asset Turnover Ratio, including a reconciliation of such
financial measure to the Pro Forma Condensed Consolidated Financial Information for Fiscal 2023. Pro Forma
Fixed Asset Turnover Ratio is calculated as revenue from operations divided by the sum of property, plant and
equipment, other intangible assets and capital work in progress as at the end of the year.
The following table sets forth our Pro Forma Net Worth, including a reconciliation of such financial measure to
the Pro Forma Condensed Consolidated Financial Information for Fiscal 2023. Pro Forma Net Worth is calculated
as the sum of equity share capital and other equity less capital reserves.
(in ₹ million)
Particulars Year ended March 31, 2023
Equity share capital (A) 480.00
Other equity (B) 2,775.82
Capital reserve (C) 491.20
Pro Forma Net Worth (D=A+B-C) 2,764.62
Source: Derived from the Pro Forma Condensed Consolidated Financial Information
The following table sets forth our Pro Forma Return on Net Worth, including a reconciliation of such financial
measure to the Pro Forma Condensed Consolidated Financial Information for Fiscal 2023. Pro Forma Return on
Net Worth is calculated as profit for the year divided by Pro Forma Net Worth as at the end of the year.
The following table sets forth our Pro Forma Net worth for Fiscal 2023, on a pro forma consolidated basis. Pro
Forma Net Asset Value per Equity Share is calculated as Pro Forma Net Worth divided by number of equity shares
outstanding as at the end of the year.
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Source: Derived from the Pro Forma Condensed Consolidated Financial Information
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.
Ind AS 24 ‘Related Party Disclosures’ for the Fiscals 2023, 2022 and 2021, read with the SEBI ICDR Regulations,
and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial
Information – Note 40 – Related parties” on page 85 of this Addendum.
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OTHER KEY DEVELOPMENTS
Set forth hereunder are certain key developments following the filing of the Draft Red Herring Prospectus:
I. Updates to the section “Risk Factors” on page 33 of the Draft Red Herring Prospectus:
The following risk factors shall be added to the existing Risk Factors section of the Draft Red Herring
Prospectus as set forth hereunder.
Internal Risks
1. We have recently acquired Sharon, and do not yet know whether we will achieve the expected
benefits from such acquisition, which could materially adversely affect our business, results of
operation, cash flows and financial condition.
We acquired Sharon, a listed entity undergoing CIRP under the IBC. In accordance with the terms of the
resolution plan approved by the NCLT, we infused ₹1,954.00 million into Sharon on June 26, 2023, and
Sharon is now a wholly owned subsidiary of UML as of June 30, 2023. Sharon is engaged in the business
of manufacturing of intermediates and active pharmaceutical ingredients as well as finished dosages. It
also offers contract manufacturing services for formulations. It also offers contract manufacturing services
for pharmaceutical products. Revenue from Sharon on a pro forma consolidated basis was ₹1,922.16
million in Fiscal 2023.For further information, see “Acquisition of Sharon Bio Medicine Limited” on page
18 of this Addendum.
Our ability to realize the anticipated benefits of the Sharon acquisition will depend, to a large extent, on
our ability to integrate its business. The combination of two independent businesses is a complex, costly
and time-consuming process. The overall integration of the businesses may result in material unanticipated
problems, expenses, liabilities, competitive responses, loss of customers and other business relationships.
As a result, we will be required to devote significant management attention and resources to integrate our
business practices and operations with Sharon. The integration process may disrupt the businesses and, if
implemented ineffectively, would restrict the realization of the full expected benefits. Our failure to meet
the challenges involved in integrating Sharon and to realize the anticipated benefits of the transaction could
cause an interruption of, or a loss of momentum in, the activities of the combined businesses and could
adversely affect our business, results of operation, cash flows and financial condition.
Accordingly, if we are unable to successfully overcome the potential difficulties associated with the
integration process and achieve our objectives following the acquisition of Sharon, the anticipated benefits
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and synergies from it may not be realized fully, or at all, or may take longer to realize than expected, and
it could have a material adverse effect on our business, results of operations, cash flows and financial
condition.
In addition, also see, “We are required to transfer, obtain, renew or maintain statutory and regulatory
permits, licenses and approvals connected with Sharon’s business that became a wholly owned subsidiary
of UML as of June 30, 2023, and any delay or inability in transferring, renewing or maintaining such
permits, licenses and approvals could adversely affect on our business, results of operations and financial
condition” on page 130 of this Addendum.
2. We are required to transfer, obtain, renew or maintain statutory and regulatory permits, licenses
and approvals connected with Sharon’s business that became a wholly owned subsidiary of UML
as of June 30, 2023, and any delay or inability in transferring, renewing or maintaining such
permits, licenses and approvals could adversely affect on our business, results of operations and
financial condition.
We acquired Sharon, a listed entity undergoing CIRP under the IBC. In accordance with the terms of the
resolution plan approved by the NCLT, we infused ₹1,954.00 million into Sharon on June 26, 2023, and
Sharon is now a wholly owned subsidiary of UML as of June 30, 2023. Sharon is engaged in the business
of manufacturing of intermediates and active pharmaceutical ingredients as well as finished dosages. It
also offers contract manufacturing services for formulations.
Sharon’s operations are subject to extensive government regulation, and we are required to transfer, obtain,
renew or maintain statutory and regulatory permits, licenses and approvals connected with Sharon’s
business under central, state and local government rules in the geographies in which Sharon operates and
generally for carrying out Sharon’s business and for Sharon’s manufacturing facilities. Any inability to
obtain or transfer or renew or maintain certain or all of these permits, licenses and approvals in the time
frames prescribed under law or as may be required for the purpose of the business, or any failure to comply
with applicable conditions or any claim in relation to breach of any such conditions could adversely affect
Sharon’s business, results of operations, cash flows and financial condition and consequently, our business,
results of operations, cash flows and financial condition. We cannot assure you that the requisite statutory
and regulatory permits, licenses and approvals will be transferred, obtained, renewed or maintained in a
timely manner, or at all, and, if we fail to transfer, obtain, renew or maintain such statutory and regulatory
permits, licenses and approvals, our business, results of operations and financial condition could be
adversely affected.
II. Updates to the section “Our Management” on page 211 of the Draft Red Herring Prospectus:
While the Draft Red Herring Prospectus disclosed Late Mr. Rishi Gupta as the Chief Financial Officer, the
Company has now appointed Mr. Gaurav Srivastava as its new Chief Financial Officer on August 12, 2023.
Accordingly, all references to the Chief Financial Officer of the Company at all places in the Draft Red
Herring Prospectus, shall hereinafter be understood to mean and refer to Mr. Gaurav Srivastava.
Further, the specific updates in connection with Mr. Srivastava’s appointment including such as his profile,
the changes in the Key Managerial Personnel and Senior Management in the last three years, the updated
management organisation chart, among others, will be made in the Red Herring Prospectus to be filed with
the RoC, SEBI and the Stock Exchanges.
III. Updates to the section “Outstanding Litigation and Other Material Developments” on page 412 of the
Draft Red Herring Prospectus:
Except as stated below, there are no outstanding (i) criminal proceedings; (ii) actions by statutory or
regulatory authorities; (iii) claims for any direct or indirect tax liabilities; or (iv) other material proceedings
(other than proceedings covered under (i) to (ii) above) which have been determined to be material pursuant
to the Materiality Policy, involving our Subsidiary, Sharon. In terms of the Materiality Policy, the
following shall be considered ‘material’ for the purposes of disclosure in this Addendum:
(i) Any pending litigation/arbitration involving Sharon, in which the aggregate monetary claim made
by or against Sharon (individually or in the aggregate) in any such litigation / arbitration
proceedings is equal to or exceeds, an amount which is lesser of: (i) 0.10 percent of the revenue
130
from operations of our Company, or (ii) 1.00 percent of our profit for the period / year, derived
from the most recently completed fiscal year as per the Restated Consolidated Financial
Information included in this Addendum. The revenue from operations of our Company for Fiscal
2023 is ₹9,263.80 million, and the profit for the year of our Company for Fiscal 2023 is ₹679.54
million, as per the Restated Consolidated Financial Information included in this Addendum.
Accordingly, all litigation involving Sharon, in which the amount involved exceeds ₹6.80
million have been considered as material, if any;
(ii) Any pending litigation / arbitration proceedings involving Sharon wherein a monetary liability is
not quantifiable, or which may not meet the threshold as specified in (i) above, but the outcome of
which could, nonetheless, have a material adverse effect on the business, operations, performance,
prospects, financial position or reputation of our Company, irrespective of the amount involved in
such litigation; or
(iii) Any pending litigation / arbitration proceedings involving Sharon where the decision in one
litigation is likely to affect the decision in similar litigation, even though the amount involved in an
individual litigation may not exceed an amount which is lesser of: (i) 0.10% percent of the revenue
from operations of our Company, or (ii) 1.00 percent of our profit for the period / year, derived
from the most recently completed fiscal year as per the Restated Consolidated Financial
Information included in this Addendum.
For the purposes of the above, pre-litigation notices received by Sharon from third parties (excluding those
notices issued by statutory / regulatory / tax authorities or notices threatening criminal action) have not and
shall not, unless otherwise decided by our Board, be considered material until such time that Sharon is
impleaded as a defendant in litigation before any judicial/quasi-judicial/arbitral forum. Further, FIRs
initiated against Sharon, if any, shall be disclosed in the Offer Documents.
Unless stated to the contrary, the information provided below is as on the date of this Addendum.
1. Our Subsidiary, Sharon filed a complaint dated January 17, 2011 under Sections 138 and 141 of the
Negotiable Instruments Act, 1881, through Savita Gowda against Saloni Jaiswal, in the Courts of
Judicial Magistrate of First Class, C.B.D. Belapur, Navi Mumbai, Maharashtra alleging fraud and
cheating on account of failure by the defendant to repay an amount of ₹1.00 million. The matter is
currently pending.
Except as disclosed below, as on the date of this Addendum, there are no pending criminal
proceedings initiated against our Subsidiary, Sharon:
1. Siemens Financial Services Private Limited (“Siemens”) filed a complaint dated July 1, 2015 under
Sections 138 and 141 of the Negotiable Instruments Act, 1881, through its authorised person Amey
Purushottam Kudchadkar, against our Subsidiary, Sharon, and certain other persons before the
Metropolitan Magistrate, 23rd Court, Esplanade Court, Mumbai, which was subsequently
transferred to Additional Chief Metropolitan Magistrate, 37 th Court, Esplanade Court, Mumbai.
Pursuant to the complaint, it was alleged that a cheque dated April 30, 2015 for a sum of ₹1.76
million, issued by Sharon in favour of Siemens, was dishonoured due to account being closed. While
the matter is currently pending, Sharon has received a no-dues certificate dated July 12, 2023 from
Siemens confirming that in view of the implementation of the Resolution Plan, no further payment
is due to it from Sharon and that Siemens would reserve the right to either further initiate or continue
its ongoing legal proceedings against the other persons named in the complaint.
2. Siemens filed a complaint dated October 21, 2015 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar, against our
131
Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court,
Esplanade Court, Mumbai, which was subsequently transferred to Additional Chief Metropolitan
Magistrate, 37th Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a
cheque dated August 30, 2015 for a sum of ₹1.76 million, issued by Sharon in favour of Siemens,
was dishonoured due to account being closed. While the matter is currently pending, Sharon has
received a no-dues certificate dated July 12, 2023 from Siemens confirming that in view of the
implementation of the Resolution Plan, no further payment is due to it from Sharon and that Siemens
would reserve the right to either further initiate or continue its ongoing legal proceedings against
the other persons named in the complaint.
3. Siemens filed a complaint dated July 22, 2015 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar, against our
Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court,
Esplanade Court, Mumbai, which was subsequently transferred to Additional Chief Metropolitan
Magistrate, 37th Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a
cheque dated May 30, 2015 for a sum of ₹1.76 million, issued by Sharon in favour of Siemens, was
dishonoured due to account being closed. While the matter is currently pending, Sharon has received
a no-dues certificate dated July 12, 2023 from Siemens confirming that in view of the
implementation of the Resolution Plan, no further payment is due to it from Sharon and that Siemens
would reserve the right to either further initiate or continue its ongoing legal proceedings against
the other persons named in the complaint.
4. Siemens filed a complaint dated September 30, 2015 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar, against our
Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court,
Esplanade Court, Mumbai, which was subsequently transferred to Additional Chief Metropolitan
Magistrate, 37th Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a
cheque dated July 30, 2015 for a sum of ₹1.76 million, issued by Sharon in favour of Siemens, was
dishonoured due to account being closed. While the matter is currently pending, Sharon has received
a no-dues certificate dated July 12, 2023 from Siemens confirming that in view of the
implementation of the Resolution Plan, no further payment is due to it from Sharon and that Siemens
would reserve the right to either further initiate or continue its ongoing legal proceedings against
the other persons named in the complaint.
5. Siemens filed a complaint dated August 7, 2015 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar, against our
Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court,
Esplanade Court, Mumbai, which was subsequently transferred to Additional Chief Metropolitan
Magistrate, 37th Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that
two cheques dated April 20, 2015 and May 20, 2015 for an aggregate sum of ₹2.68 million, issued
by Sharon in favour of Siemens, were dishonoured due to account being closed. While the matter
is currently pending, Sharon has received a no-dues certificate dated July 12, 2023 from Siemens
confirming that in view of the implementation of the Resolution Plan, no further payment is due to
it from Sharon and that Siemens would reserve the right to either further initiate or continue its
ongoing legal proceedings against the other persons named in the complaint.
6. Siemens filed a complaint dated August 7, 2015 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar, against our
Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court,
Esplanade Court, Mumbai, which was subsequently transferred to Additional Chief Metropolitan
Magistrate, 37th Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a
cheque dated June 20, 2015 for a sum of ₹1.34 million, issued by Sharon in favour of Siemens, was
dishonoured due to account being closed. While the matter is currently pending, Sharon has received
a no-dues certificate dated July 12, 2023 from Siemens confirming that in view of the
implementation of the Resolution Plan, no further payment is due to it from Sharon and that Siemens
would reserve the right to either further initiate or continue its ongoing legal proceedings against
the other persons named in the complaint.
7. Siemens initially filed a complaint dated May 20, 2015 under Sections 138 and 141 of the
Negotiable Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar,
132
against our Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 44th
Court Andheri Court, Mumbai. Pursuant to the complaint, it was alleged that two cheques dated
January 20, 2015 and March 20, 2015, for an aggregate sum of ₹2.67 million, issued by Sharon in
favour of Siemens, were dishonoured due to account being closed. However, the complaint was
returned by the court pursuant to its order dated July 3, 2015 for lack of jurisdiction. Following
receipt of this order, Siemens filed an application dated September 2, 2015 before the Metropolitan
Magistrate, 23rd Court, Esplanade Court, Mumbai requesting condonation of delay and permission
to re-file the complaint before the appropriate court. Subsequently the complaint was transferred to
Additional Chief Metropolitan Magistrate, 37th Court, Esplanade Court, Mumbai. While the matter
is currently pending, Sharon has received a no-dues certificate dated July 12, 2023 from Siemens
confirming that in view of the implementation of the Resolution Plan, no further payment is due to
it from Sharon and that Siemens would reserve the right to either further initiate or continue its
ongoing legal proceedings against the other persons named in the complaint.
8. Siemens initially filed a complaint dated May 20, 2015 under Sections 138 and 141 of the
Negotiable Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar,
against our Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 44th
Court Andheri Court, Mumbai. Pursuant to the complaint, it was alleged that three cheques dated
January 30, 2015, February 28, 2015 and March 30, 2015 for an aggregate sum of ₹5.26 million,
issued by Sharon in favour of Siemens, were dishonoured due to account being closed. However,
the complaint was returned by the court pursuant to its order dated July 3, 2015 for lack of
jurisdiction. Following receipt of this order, Siemens filed an application dated September 2, 2015
before the Metropolitan Magistrate, 23rd Court, Esplanade Court, Mumbai requesting condonation
of delay and permission to re-file the complaint before the appropriate court. Subsequently the
complaint was transferred to Additional Chief Metropolitan Magistrate, 37 th Court, Esplanade
Court, Mumbai. While the matter is currently pending, Sharon has received a no-dues certificate
dated July 12, 2023 from Siemens confirming that in view of the implementation of the Resolution
Plan, no further payment is due to it from Sharon and that Siemens would reserve the right to either
further initiate or continue its ongoing legal proceedings against the other persons named in the
complaint.
9. Siemens filed a complaint dated October 1, 2015 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Amey Purushottam Kudchadkar, against our
Subsidiary, Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court,
Esplanade Court, Mumbai, which was subsequently transferred to Additional Chief Metropolitan
Magistrate, 37th Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a
cheque dated August 20, 2015 for a sum of ₹1.34 million, issued by Sharon in favour of Siemens,
was dishonoured due to account being closed. While the matter is currently pending, Sharon has
received a no-dues certificate dated July 12, 2023 from Siemens confirming that in view of the
implementation of the Resolution Plan, no further payment is due to it from Sharon and that Siemens
would reserve the right to either further initiate or continue its ongoing legal proceedings against
the other persons named in the complaint.
10. Siemens filed a complaint dated June 24, 2016 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Vaibhav Priyadarshi, against our Subsidiary,
Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court, Esplanade Court,
Mumbai, which was subsequently transferred to Additional Chief Metropolitan Magistrate, 37 th
Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a cheque dated
April 30, 2016 for a sum of ₹1.77 million, issued by Sharon in favour of Siemens, was dishonoured
due to account being closed. While the matter is currently pending, Sharon has received a no-dues
certificate dated July 12, 2023 from Siemens confirming that in view of the implementation of the
Resolution Plan, no further payment is due to it from Sharon and that Siemens would reserve the
right to either further initiate or continue its ongoing legal proceedings against the other persons
named in the complaint.
11. Siemens filed a complaint dated August 4, 2016 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Vaibhav Priyadarshi, against our Subsidiary,
Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court, Esplanade Court,
Mumbai, which was subsequently transferred to Additional Chief Metropolitan Magistrate, 37 th
Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that two cheques dated
133
May 20, 2016 and May 30, 2016 for an aggregate sum of ₹3.13 million, issued by Sharon in favour
of Siemens, were dishonoured due to account being closed. While the matter is currently pending,
Sharon has received a no-dues certificate dated July 12, 2023 from Siemens confirming that in view
of the implementation of the Resolution Plan, no further payment is due to it from Sharon and that
Siemens would reserve the right to either further initiate or continue its ongoing legal proceedings
against the other persons named in the complaint.
12. Siemens filed a complaint dated September 20, 2016 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Vaibhav Priyadarshi, against our Subsidiary,
Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court, Esplanade Court,
Mumbai, which was subsequently transferred to Additional Chief Metropolitan Magistrate, 37 th
Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a cheque dated July
20, 2016 for a sum of ₹1.35 million, issued by Sharon in favour of Siemens, was dishonoured due
to account being closed. While the matter is currently pending, Sharon has received a no-dues
certificate dated July 12, 2023 from Siemens confirming that in view of the implementation of the
Resolution Plan, no further payment is due to it from Sharon and that Siemens would reserve the
right to either further initiate or continue its ongoing legal proceedings against the other persons
named in the complaint.
13. Siemens filed a complaint dated January 21, 2017 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Vaibhav Priyadarshi, against our Subsidiary,
Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court, Esplanade Court,
Mumbai, which was subsequently transferred to Additional Chief Metropolitan Magistrate, 37 th
Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that two cheques dated
October 30, 2016 and November 30, 2016 for an aggregate sum of ₹3.58 million, issued by Sharon
in favour of Siemens, were dishonoured due to account being closed. While the matter is currently
pending, Sharon has received a no-dues certificate dated July 12, 2023 from Siemens confirming
that in view of the implementation of the Resolution Plan, no further payment is due to it from
Sharon and that Siemens would reserve the right to either further initiate or continue its ongoing
legal proceedings against the other persons named in the complaint.
14. Siemens filed a complaint dated January 21, 2017 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Vaibhav Priyadarshi, against our Subsidiary,
Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court, Esplanade Court,
Mumbai, which was subsequently transferred to Additional Chief Metropolitan Magistrate, 37 th
Court, Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that three cheques dated
October 20, 2016, November 20, 2016, and December 20, 2016 for an aggregate sum of ₹4.09
million, issued by Sharon in favour of Siemens, were dishonoured due to account being closed.
While the matter is currently pending, Sharon has received a no-dues certificate dated July 12, 2023
from Siemens confirming that in view of the implementation of the Resolution Plan, no further
payment is due to it from Sharon and that Siemens would reserve the right to either further initiate
or continue its ongoing legal proceedings against the other persons named in the complaint.
15. Siemens filed a complaint dated January 21, 2017 under Sections 138 and 141 of the Negotiable
Instruments Act, 1881, through its authorised person Vaibhav Priyadarshi, against our Subsidiary,
Sharon, and certain other persons before the Metropolitan Magistrate, 23rd Court, Esplanade Court,
Mumbai, which was subsequently transferred to Additional Metropolitan Magistrate, 37 th Court,
Esplanade Court, Mumbai. Pursuant to the complaint, it was alleged that a cheque dated September
30, 2016 for a sum of ₹1.79 million, issued by Sharon in favour of Siemens, was dishonoured due
to account being closed. While the matter is currently pending, Sharon has received a no-dues
certificate dated July 12, 2023 from Siemens confirming that in view of the implementation of the
Resolution Plan, no further payment is due to it from Sharon and that Siemens would reserve the
right to either further initiate or continue its ongoing legal proceedings against the other persons
named in the complaint.
16. Arti Drugs Limited filed a complaint dated September 11, 2017 under Sections 138 and 141 of the
Negotiable Instruments Act, 1881 against our Subsidiary, Sharon, and certain other persons before
the Additional Metropolitan Magistrate, Kurla, Mumbai. Pursuant to the complaint, it was alleged
that five cheques dated April 24, 2017, April 25, 2017, April 26, 2017, April 27, 2017 and April 28,
134
2017 for an aggregate sum of ₹14.28 million, issued by Sharon in favour of Arti Drugs Limited,
were dishonoured due to account being closed. The matter is currently pending.
As on the date of this Addendum, there are no pending actions initiated by statutory or regulatory
authorities against Sharon.
Except as disclosed below, as on the date of this Addendum, there are no pending claims related to direct
and indirect taxes involving Sharon.
In addition, set forth hereunder is a description of tax matters which involve an amount exceeding ₹6.80
million, as per the Materiality Policy.
1. Our Subsidiary, Sharon received a notice on February 20, 2023 by the Deputy Commissioner of
State Tax, Vikasnagar, Dehradun, Uttarakhand, in relation to erroneous IGST refunds availed under
IGST route provided under the Central Goods and Services Tax Rules, 2017. The notice alleges that
Sharon has received refunds amounting to ₹326.50 million between October 9, 2018 and March, 31,
2022, in violation of Rule 96(10) of the Central Goods and Services Tax Rules, 2017, and that Sharon
was required to deposit the IGST amount along with applicable interest as per Section 50 of the
Central Goods and Services Act, 2017, by February 28, 2023. The IGST amount payable was
determined to be ₹14.16 million along with applicable interest. While the IGST amount and
applicable interest was paid by Sharon on June 17, 2023, a response from the Deputy Commissioner
of State Tax, Vikasnagar, Dehradun, Uttarakhand regarding the receipt of the amount and closure of
the matter is currently awaited by Sharon.
2. Our Subsidiary, Sharon was issued five show cause notices under Section 73 of the Integrated Goods
and Services Tax Act, 2017, each dated April 28, 2022, by the Office of the Deputy Commissioner,
Vikasnagar, Dehradun, Uttarakhand, alleging erroneous refund of tax. The show cause notices
alleged that Sharon had a tax liability of (i) ₹1.74 million for the tax period of November 2017 to
December 2017, (ii) ₹4.19 million for the tax period of January 2018 to March 2018, (iii) ₹3.92
million for the tax period of April 2018 to June 2018, (iv) ₹8.14 million for the tax period of July
2018 to March 2019; and (v) ₹ 3.51 million for the tax period of April 2019 to January 2020, each
along with applicable interest and penalty. The matters are currently pending.
3. The Assistant Commissioner of Income Tax, Circle 15(3)(1), Mumbai passed three orders each dated
August 27, 2022, in relation to reassessment of income escaping assessment under Section 148A(d)
of the Income-tax Act, 1961, (“Orders”) against our Subsidiary, Sharon. The Orders alleged that
income amounting to ₹104.60 million, ₹258.00 million and ₹258.00 million escaped assessment for
assessment year 2013-2014, assessment year 2014-2015, and assessment year 2015-2016,
respectively.
In addition, the Orders referred to a criminal complaint lodged by Union Bank of India (“Bank”)
against our Subsidiary Sharon, and the then directors / guarantors of Sharon before the SP, Banking
Security & Fraud Cell, CBI, Bandra (East), Mumbai 400 050 pursuant to a FIR dated November 2,
2019 (“CBI Complaint”) alleging circular movement of funds and that there had been inflation of
sales and purchases through fictitious trading transactions. The CBI Complaint alleged that the then
promoters / directors / guarantors of Sharon had committed criminal conspiracy and cheating,
amongst others, and violated Section 13(2) read with Section 13(1)(d) of the Prevention of
Corruption Act, 1988 (“PC Act”), and Section 120-B read with Sections 409, 420, 467, 468, and
135
471 of the Indian Penal Code, 1860 (“IPC”). In relation to these offences, it was alleged in the CBI
Complaint that the then promoters / directors / guarantors of Sharon committed fraud against the
Bank by availing and misusing sanctioned funds by manipulating the financials and inflating the
sales and receivables and thereby diverted the funds through related parties, and allegedly caused a
loss of ₹1,299.60 million to the Bank.
Sharon subsequently filed three writ petitions before the High Court of Judicature at Bombay,
praying, among others, to quash and set aside the Orders. The matter is currently pending.
4. Various assessment orders were passed against our Subsidiary, Sharon, in relation to matters
involving Sharon’s liability to pay VAT or CST, as applicable, aggregating to an amount of
₹1,382.12 million. Set forth hereunder are the details of such proceedings:
(a) For the period 2005-2006, the Deputy Commissioner of Sales Tax, Mumbai, issued an order
dated November 13, 2019, directing Sharon to pay an amount of ₹58.18 million as VAT along
with interest. A notice of demand dated November 13, 2019, was also issued by the Deputy
Commissioner of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of
the date of receipt of the notice.
(b) For the period 2009-2010, the Deputy Commissioner of Sales Tax, Mumbai, issued an order
dated June 26, 2019, directing Sharon to pay an amount of ₹4.64 million as VAT along with
applicable penalty and interest. A notice of demand was also issued by the Deputy
Commissioner of Sales Tax to Sharon in this regard to pay the unpaid tax liability along with
interest and penalty.
(c) For the period 2009-2010, the Deputy Commissioner of Sales Tax, Mumbai, issued an order
dated June 26, 2019, directing Sharon to pay an amount of ₹4.98 million as CST along with
penalty and interest. A notice dated June 26, 2019, was also issued by the Deputy Commissioner
of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of the date of receipt
of the notice.
(d) For the period 2010-2011, the Deputy Commissioner of Sales Tax, Mumbai, issued an order
dated June 26, 2019, directing Sharon to pay an amount of ₹0.78 million as VAT along with
penalty and interest. A notice of demand was also issued by the Deputy Commissioner of Sales
Tax to Sharon in this regard to pay the unpaid tax liability along with interest and penalty.
(e) For the period 2010-2011, the Deputy Commissioner of Sales Tax, Mumbai, issued an order
dated June 26, 2019, directing Sharon to pay an amount of ₹14.64 million as CST along with
penalty and interest. A demand notice dated June 26, 2019, was also issued by the Deputy
Commissioner of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of
the date of receipt of the notice.
(f) For the assessment period 2011-2012, the Deputy Commissioner of Sales Tax, Mumbai, issued
an order dated April 6, 2017, directing Sharon to pay an amount of ₹14.98 million as VAT along
with penalty and interest. A demand notice dated April 6, 2017, was also issued by the Deputy
Commissioner of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of
the date of receipt of the notice.
(g) For the assessment period 2011-2012, the Deputy Commissioner of Sales Tax, Mumbai, issued
an order dated April 6, 2017, directing Sharon to pay an amount of ₹9.77 million as CST along
with penalty and interest. A demand notice dated April 6, 2017, was also issued by the Deputy
Commissioner of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of
the date of receipt of the notice.
(h) For the assessment period 2013-2014, the Deputy Commissioner of Sales Tax, Mumbai, issued
an order dated March 22, 2018, directing Sharon to pay an amount of ₹1,069.70 million as VAT.
A demand notice dated March 22, 2018, was also issued by the Deputy Commissioner of Sales
Tax to Sharon directing it to pay the tax within a period of 30 days of the date of receipt of the
notice.
136
(i) For the assessment period 2013-2014, the Deputy Commissioner of Sales Tax, Mumbai, issued
an order dated March 22, 2018, directing Sharon to pay an amount of ₹46.49 million as CST
along with interest. A demand notice dated March 22, 2018, was also issued by the Deputy
Commissioner of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of
the date of receipt of the notice.
(j) For the assessment period 2015-2016, the Deputy Commissioner of Sales Tax, Mumbai, issued
an order dated March 16, 2020, directing Sharon to pay an amount of ₹38.79 million as CST
along with interest. A demand notice dated March 16, 2020, was also issued by the Deputy
Commissioner of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of
the date of receipt of the notice.
(k) For the assessment period between April 1, 2015 to November 3, 2015, the Assistant
Commissioner of Sales Tax issued an order dated December 29, 2017, directing Sharon to pay
an amount of ₹111.77 million as VAT along with interest. A demand notice dated December
29, 2017, was also issued by the Assistant Commissioner of Sales Tax to Sharon directing it to
pay the tax within a period of 30 days of the date of receipt of the notice.
(l) For the period 2016-2017, the Deputy Commissioner of Sales Tax, Mumbai, issued an order
dated March 30, 2021, directing Sharon to pay an amount of ₹7.33 million as CST along with
interest. A demand notice dated March 30, 2021, was also issued by the Deputy Commissioner
of Sales Tax to Sharon directing it to pay the tax within a period of 30 days of the date of receipt
of the notice.
Except as disclosed below, as on the date of this Addendum, there are no other proceedings involving our
Subsidiaries, which have been considered material by our Company in accordance with the Materiality
Policy:
1. Our Company submitted a resolution plan dated August 22, 2022 (as modified on October 6, 2022)
(“Resolution Plan”) in relation to the CIRP involving Sharon. The Resolution Plan was approved
by the committee of creditors on November 16, 2022 by a majority of 79.28% and subsequently an
application for approval of the Resolution Plan was filed by the resolution professional with the
Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”). The Resolution Plan was
approved by the NCLT pursuant to its order dated May 17, 2023 and implementation of the
Resolution Plan commenced subsequently. In accordance with the terms of the Resolution Plan
approved by the NCLT, UML infused ₹1,954.00 million into Sharon on June 26, 2023 and closure
of implementation pursuant to the Resolution Plan was achieved on June 30, 2023. Following such
infusion of funds by UML, Sharon became a wholly owned subsidiary of UML. Further, as per the
resolution plan, following the acquisition of Sharon by UML, Sharon would merge into UML.
However, given that the order dated May 17, 2023 did not record the fact of such merger, the
monitoring committee of Sharon (as constituted pursuant to the Resolution Plan) filed an application
dated June 16, 2023 before the NCLT requesting for a rectification of such order dated May 17,
2023 and clarification therein to specifically mention the fact of the proposed merger of Sharon into
UML. The application dated June 16, 2023 was reserved for order on June 20, 2023 and the final
copy of the order is awaited.
However, Peter Beck und Partner Vermoegensverwaltung GMBH (the “Appellant”) filed an appeal
dated June 30, 2023 before the NCLAT against the order dated May 17, 2023 with Sharon, the
resolution professional, Ernst & Young LLP who were the advisors to the monitoring committee of
Sharon, our Company, committee of creditors and UML being named as the respondents (together,
the “Respondents”, and such appeal, the “Appeal”). The Appeal was filed alleging violation of the
provisions of the IBC in that the approved resolution plan allegedly discriminates within the creditors
of the same class of unsecured creditors including the Appellant, who was an unsecured dissenting
financial creditor of Sharon, as payment was being made to the assenting creditors but not to the
Appellant.
Prior to the approval of the Resolution Plan, the Appellant had submitted a resolution plan which
was approved by the NCLT pursuant to its order dated February 28, 2018 (“Previous Resolution
137
Plan”). However, on account of the inability of the Appellant to furnish the bank guarantee as
required, certain applications were filed before the NCLT by certain members of the committee of
creditors, seeking appropriate reliefs on account of delay and non-implementation of the Previous
Resolution Plan. The NCLT pursuant to its order dated February 2, 2021, dismissed the applications,
following which an appeal was filed before the NCLAT. The NCLAT pursuant to its order dated
January 5, 2022, directed the Appellant to furnish the required bank guarantee and to make the
payment within a period of two months. Subsequently, an appeal was filed before the Hon’ble
Supreme Court of India and this appeal was also dismissed on February 28, 2022 with liberty being
given to initiate fresh CIRP.
Thereafter, fresh CIRP was initiated and consequently, the Resolution Plan was approved by the
committee of creditors by a majority of 79.28%. The trustee of the Appellant, also being a member
of the committee of creditors with a voting share of 20.02%, abstained from voting. The Appellant
being a member of committee of creditors received regular communications throughout the process
of CIRP including the details of the payment to be made to various creditors along with a statement
of computation of the financial creditor-wise distribution of funds and details of remittances
proposed to be made. However, after the completion of implementation, an appeal dated June 30,
2023 was instituted given that no payment was proposed to be made to the Appellant and
accordingly, the Appellant has prayed that the order dated May 17, 2023 be set aside, among others.
However, pursuant to its order dated August 14, 2023, NCLAT has dismissed the appeal dated June
30, 2023.
IV. Updates to the section “Government and Other Approvals” on page 421 of the Draft Red Herring
Prospectus:
Pursuant to the filing of the Draft Red Herring Prospectus, our Company acquired Sharon, a listed entity
undergoing the CIRP under the IBC before the NCLT. In accordance with the terms of the resolution plan
approved by the NCLT, our Subsidiary UML infused ₹1,954.00 million into Sharon on June 26, 2023, and
Sharon is now a wholly owned subsidiary of UML as of June 30, 2023. The implementation of the plan
was completed on June 30, 2023, the closing date, as per the approved resolution plan and subsequently,
the control and sole ownership over Sharon was established. For further information, see “Our Business -
Acquisition of Sharon Bio Medicine Limited” on page 18 of this Addendum.
Further, as per the resolution plan, following the acquisition of Sharon by UML, Sharon would merge into
UML. However, given that the order dated May 17, 2023 did not record the fact of such merger, the
monitoring committee of Sharon filed an application dated June 16, 2023 before the NCLT requesting for
a rectification of such order dated May 17, 2023 and clarification therein to specifically mention the fact
of the proposed merger of Sharon into UML. The application dated June 16, 2023 was reserved for order
on June 20, 2023 and the final copy of the order is awaited.
In the event the NCLT were to approve the merger, Sharon shall file the necessary applications with
relevant statutory and regulatory authorities for reflecting the change of name of Sharon in the government
approvals and licenses held in SBML’s name, pursuant to such merger into UML. The section
“Government and Other Approvals” on page 559 of the Draft Red Herring Prospectus shall stand updated
to the extent the details of such approvals and licenses will be updated in the Red Herring Prospectus to be
filed with the RoC, SEBI and the Stock Exchanges.
138
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Mr. Manoj Kumar Lohariwala
Chairman and Whole-time Director
Place: Panchkula
139
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Mr. Vinay Kumar Lohariwala
Managing Director
Place: Panchkula
140
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Mr. Jayant Vasudeo Rao
Whole-time Director
Place: Baddi
141
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Mr. Archit Aggarwal
Non-Executive Director
Place: Baddi
142
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Mr. Sudhir Kumar Bassi
Non-Executive Independent Director
Place: Mumbai
143
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Mr. Shirish Gundopant Belapure
Non-Executive Independent Director
Place: Ahmedabad
144
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Ms. Priyanka Dixit Sibal
Non-Executive Independent Director
Place: Gurugram
145
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines/regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements
made in this Addendum are true and correct.
_____________________________________________
Mr. Mahender Korthiwada
Non-Executive Independent Director
146
DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
guidelines/regulations issued by the Government of India and the guidelines or regulations issued by the SEBI,
established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made
in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the
rules made or guidelines/regulations issued thereunder, as the case may be. I further certify that all statements made
in this Addendum are true and correct.
_____________________________________________
Mr. Gaurav Srivastava
Chief Financial Officer
Place: Panchkula
147
DECLARATION
The undersigned Selling Shareholder hereby certifies that all statements, disclosures and undertakings made or
confirmed by them in this Addendum about or in relation to themself and their portion of the Offered Shares, are
true and correct. The undersigned assumes no responsibility, for any other statements, disclosures and
undertakings including, any of the statements made or confirmed by or relating to the Company or any other
Selling Shareholder or any other person(s) in this Addendum.
_____________________________
Mr. Manoj Kumar Lohariwala
Place: Panchkula
148
DECLARATION
The undersigned Selling Shareholder hereby certifies that all statements, disclosures and undertakings made or
confirmed by them in this Addendum about or in relation to themself and their portion of the Offered Shares, are
true and correct. The undersigned assumes no responsibility, for any other statements, disclosures and
undertakings including, any of the statements made or confirmed by or relating to the Company or any other
Selling Shareholder or any other person(s) in this Addendum.
_____________________________
Mr. Vinay Kumar Lohariwala
Place: Panchkula
149
DECLARATION
The undersigned Selling Shareholder hereby certifies that all statements, disclosures and undertakings made or
confirmed by them in this Addendum about or in relation to themself and their portion of the Offered Shares, are
true and correct. The undersigned assumes no responsibility, for any other statements, disclosures and
undertakings including, any of the statements made or confirmed by or relating to the Company or any other
Selling Shareholder or any other person(s) in this Addendum.
_____________________________
Mr. Gian Parkash Aggarwal
150