krsnaa diagnostics limited

Book Built Offer
KRSNAA DIAGNOSTICS LIMITED
Krsnaa Diagnostics Limited (our “Company” or the “Issuer”) was originally incorporated as ‘Krsna Diagnostics Private Limited’ at Pune, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate
of incorporation dated December 22, 2010, issued by the Registrar of Companies, Maharashtra at Pune (“RoC”). The name of our Company was subsequently changed to ‘Krsnaa Diagnostics Private Limited’, pursuant to a fresh certificate
of incorporation issued by the RoC on January 29, 2015. Thereafter, our Company was converted into a public limited company pursuant to a special resolution passed in the extraordinary general meeting of the Shareholders of our
Company held on April 25, 2021 and consequently the name of our Company was changed to its present name pursuant to a fresh certificate of incorporation issued by the RoC on May 6, 2021. For further details relating to the changes
in the name of our Company and the registered office of our Company, see “History and Certain Corporate Matters” on page 168.
Corporate Identity Number: U74900PN2010PLC138068
Registered and Corporate Office: S.No. 243/A, Hissa No. 6, CTS No. 4519, 4519/1, Near Chinchwad Station, Chinchwad, Taluka – Haveli, Pune - 411 019, Maharashtra; Telephone: +91 20 4695 4695
Contact Person: Manisha Chitgopekar, Company Secretary and Compliance Officer; Telephone: +91 20 4695 4695; E-mail: [email protected]; Website: www.krsnaadiagnostics.com
OUR PROMOTER: RAJENDRA MUTHA
INITIAL PUBLIC OFFERING OF UP TO [] EQUITY SHARES OF FACE VALUE OF 5 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF [] PER EQUITY SHARE (INCLUDING A
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 8,525,520 EQUITY SHARES (“OFFERED SHARES”) AGGREGATING UP TO [] MILLION, COMPRISING UP TO 1,600,000
EQUITY SHARES AGGREGATING TO [] MILLION BY PHI CAPITAL TRUST-PHI CAPITAL GROWTH FUND-I, (“SELLING SHAREHOLDER 1”), UP TO 3,340,713 EQUITY SHARES AGGREGATING UP TO
[] MILLION BY KITARA PIIN 1104 (“SELLING SHAREHOLDER 2”), UP TO 3,563,427 EQUITY SHARES AGGREGATING UP TO [] MILLION BY SOMERSET INDUS HEALTHCARE FUND I LIMITED
(“SELLING SHAREHOLDER 3”) AND UP TO 21,380 EQUITY SHARES AGGREGATING UP TO [] MILLION BY LOTUS MANAGEMENT SOLUTIONS (ACTING THROUGH MAYUR SIRDESAI) (“SELLING
SHAREHOLDER 4”) AND TOGETHER WITH SELLING SHAREHOLDER 1, SELLING SHAREHOLDER 2 AND SELLING SHAREHOLDER 3, THE “SELLING SHAREHOLDERS” AND SUCH OFFER, THE
“OFFER FOR SALE”. THE OFFER INCLUDES A RESERVATION OF UP TO [] EQUITY SHARES AGGREGATING UP TO 200.00 MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED
HEREINAFTER) (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER
AND THE NET OFFER WILL CONSTITUTE []% AND []% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.
THE PRICE BAND, THE RUPEE AMOUNT OF DISCOUNT, IF ANY, TO THE ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”) AND THE
MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDERS IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE
FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND
PUNE EDITIONS OF LOKSATTA (A WIDELY CIRCULATED MARATHI DAILY NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA WHERE OUR REGISTERED AND
CORPORATE OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK
EXCHANGE OF INDIA LIMITED (“NSE”, TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).
*OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BRLMS, MAY OFFER A DISCOUNT OF UP TO []% OF THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION.
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Offer Period for a minimum of three Working Days, subject to the Bid/Offer Period not exceeding 10
Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the
respective websites of the BRLMs(s) and at the terminals of the members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations. This Offer is
being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations wherein, not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified
Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”),
out of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations.
In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate
basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received
at or above the Offer Price. If at least 75% of the Net Offer cannot be Allotted to QIBs, the Bid Amounts received by our Company shall be refunded. Further, not more than 15% of the Net Offer shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received from them at or above the Offer Price. Further, up to [] Equity Shares aggregating to [] million will be available for allocation to Eligible Employees, subject to valid Bids being received at or above the Offer Price. All
Bidders, other than Anchor Investors, are mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined
hereinafter), in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be. Anchor Investors are not permitted to participate in the Anchor
Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 355.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 5. The Offer Price or the Floor Price or the Price Band should not be taken
to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the
Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the
investors is invited to “Risk Factors” on page 24.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the
Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there
are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders,
severally and not jointly, accepts responsibility for and confirms that the statements specifically made or confirmed by such Selling Shareholder in this Red Herring Prospectus solely to the extent of information specifically pertaining
to itself and its portion of the Equity Shares offered by it in the Offer for Sale, and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. The Selling
Shareholders, severally and not jointly, assume no responsibility for any other statements, including, inter alia, any of the statements made by or relating to our Company or any other Selling Shareholder.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to
letters dated June 4, 2021 and June 22, 2021, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A copy of this Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance
with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus until the Bid/Offer Closing Date, see “Material Contracts
and Documents for Inspection” on page 400.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
JM Financial Limited
7th Floor, Cnergy
Appasaheb Marathe Marg
3262
Unit No. 1511,
Bandra Kurla Complex
Maharashtra
E-mail: [email protected]
Website: www.damcapital.in
Website: www.equirus.com
Website: www.iiflcap.com
Email: [email protected]
Website: www.kfintech.com/
SEBI registration no.: INR000000221
BID/OFFER PROGRAMME
BID/OFFER OPENS ON WEDNESDAY, AUGUST 4, 2021* BID/OFFER CLOSES ON FRIDAY, AUGUST 6, 2021**
*Our Company and the Selling Shareholders in consultation with the BRLMs may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day
prior to the Bid/Offer Opening Date, that is on Tuesday, August 3, 2021.
** Our Company and the Selling Shareholders in consultation with the BRLMs may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations.
OF PRESENTATION ................................................................................................................................................ 13 FORWARD-LOOKING STATEMENTS .................................................................................................................. 17
SECTION II - SUMMARY OF THE OFFER DOCUMENT ................................................................................... 19
SECTION III - RISK FACTORS ................................................................................................................................ 24
SECTION IV – INTRODUCTION ............................................................................................................................. 63
THE OFFER ............................................................................................................................................................... 63 SUMMARY FINANCIAL INFORMATION ............................................................................................................ 65 GENERAL INFORMATION .................................................................................................................................... 70 CAPITAL STRUCTURE ........................................................................................................................................... 79
SECTION V – PARTICULARS OF THE OFFER .................................................................................................... 92
OBJECTS OF THE OFFER ....................................................................................................................................... 92 BASIS FOR THE OFFER PRICE ............................................................................................................................ 108 STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .................................................................................... 111
SECTION VI - ABOUT OUR COMPANY .............................................................................................................. 118
INDUSTRY OVERVIEW ....................................................................................................................................... 118 OUR BUSINESS ...................................................................................................................................................... 142 KEY REGULATIONS AND POLICIES IN INDIA ................................................................................................ 163 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................................... 168 OUR SUBSIDIARIES ............................................................................................................................................. 173 OUR MANAGEMENT ............................................................................................................................................ 177 OUR PROMOTER AND PROMOTER GROUP ..................................................................................................... 196 GROUP COMPANIES ............................................................................................................................................ 199 DIVIDEND POLICY ............................................................................................................................................... 200
SECTION VII – FINANCIAL INFORMATION ..................................................................................................... 201
RESTATED FINANCIAL STATEMENTS ............................................................................................................ 201 OTHER FINANCIAL INFORMATION ................................................................................................................. 284 CAPITALISATION STATEMENT ........................................................................................................................ 287 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS ......................................................................................................................................................... 288 FINANCIAL INDEBTEDNESS .............................................................................................................................. 321
SECTION VIII – LEGAL AND OTHER INFORMATION ................................................................................... 326
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ................................................ 326 GOVERNMENT AND OTHER APPROVALS ...................................................................................................... 329 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................... 331
SECTION XI – OFFER RELATED INFORMATION ........................................................................................... 346
TERMS OF THE OFFER ......................................................................................................................................... 346 OFFER STRUCTURE ............................................................................................................................................. 350 OFFER PROCEDURE ............................................................................................................................................. 355 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ......................................................... 372
SECTION X - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................ 374
SECTION XI - OTHER INFORMATION ............................................................................................................... 400
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................. 400 DECLARATION ..................................................................................................................................................... 403
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This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines or policies shall unless the context otherwise requires, be deemed to
include all amendments, modifications and replacements notified thereto, as of the date of this Red Herring
Prospectus and any reference to a statutory provision shall include any subordinate legislation made from time
to time under that provision.
The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA,
the Depositories Act or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Possible
Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Financial Information”
and “Outstanding Litigation and Other Material Developments”, on pages 374, 111, 118, 163, 201 and 326 will
have the meaning ascribed to such terms in those respective sections.
General terms
Term Description
Issuer
Krsnaa Diagnostics Limited, a public limited company incorporated under the
Companies Act, 1956 and having its Registered and Corporate Office at S.No. 243/A,
Hissa No. 6, CTS No. 4519, 4519/1, Near Chinchwad Station, Chinchwad, Taluka –
Haveli, Pune - 411 019, Maharashtra
we / us / our Unless the context otherwise indicates or implies, refers to our Company together with
our Subsidiaries, on a consolidated basis
Company related terms
Term Description
2014 SPA The agreement dated March 25, 2014, entered into between our Company, our Promoter,
one of the members of our Promoter Group Sunita Mutha, certain public Shareholders
and Krsna Lifesciences Private Limited, pursuant to which our Company purchased
certain equity shares of Krsna Lifesciences Private Limited
AoA/Articles of Association or
The articles of association of our Company, as amended
Audit Committee Audit committee of our Company, described in “Our Management” on page 177
Auditors/ Statutory Auditors Statutory auditors of our Company, being MSKA & Associates
Board/ Board of Directors The board of directors of our Company, as constituted from time to time
Chief Financial Officer/ CFO Chief financial officer of our Company, Pawan Daga
Company Secretary and
Company secretary and compliance officer of our Company, Manisha Chitgopekar
CSR Committee/ Corporate Social
Responsibility Committee
The corporate social responsibility committee of our Company, described in “Our
Management” on page 177
Director(s) The director(s) on our Board
Equity Shares The equity shares of our Company of face value of 5 each
Executive Chairman Chairperson and executive director of our Company, Rajendra Mutha
Executive Director(s) Executive Directors of our Company, Rajendra Mutha, Pallavi Bhatevara and Yash
Mutha
Existing Investors SHA The Amended and Restated Shareholders Agreement dated December 22, 2018, entered
into between our Promoter, the Investors, Pallavi Bhatevara and the persons listed in
Schedule 1 therein, as amended
Existing Investors WCA The Waiver and Amendment Agreement dated May 14, 2021, entered into between the
parties to the Existing Investors SHA
Independent Directors Independent directors of our Company
Investors Collectively, Somerset, Kitara, Phi Capital and Mayur Sirdesai (as a partner and acting
on behalf of M/s Lotus Management Solutions)
IPO Committee The IPO committee of our Board, constituted to facilitate the Offer, comprising of
Rajendra Mutha, Yash Mutha, Pallavi Bhatevara and Prem Pradeep
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Kitara Kitara PIIN 1104
KMP/ Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as further
described in “Our Management-Key Managerial Personnel” on page 193
Managing Director The managing director of the Company, Pallavi Bhatevara
Materiality Policy The policy adopted by our Board on May 13, 2021, for identification of material: (a)
outstanding litigation proceedings; (b) Group Companies; and (c) creditors, pursuant
to the requirements of the SEBI ICDR Regulations and for the purposes of disclosure
in the Draft Red Herring Prospectus, this Red Herring Prospectus and the Prospectus
Minority Shareholders The persons listed in Schedule 1 to the Existing Investors SHA
MoA/ Memorandum
of Association
Nomination and Remuneration
Committee
The nomination and remuneration committee of our Company, described in “Our
Nominee Director(s) Nominee director of our Company, Prem Pradeep
Non-Executive Director A Director not being an Executive Director of our Company
Phi Capital Phi Capital Trust-Phi Capital Growth Fund-I
Preference Shares Collectively, the Series A CCPS, Series B CCCPS, and Series C CCPS. These
Preference Shares are not outstanding as on the date of this Red Herring Prospectus.
Project Consultant Oriens Advisors LLP, the project consultant appointed by our Company for purposes
of certifying certain details in relation to the capital expenditure proposed to be
incurred by our Company from the Net Proceeds
Promoter The Promoter of our Company, being Rajendra Mutha. For details, see “Our Promoter
and Promoter Group” on page 196
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoter
and Promoter Group” on page 196
Registered and Corporate Office The registered and corporate office of our Company, situated at S.No. 243/A, Hissa No.
6, CTS No. 4519, 4519/1, Near Chinchwad Station, Chinchwad, Taluka – Haveli, Pune
- 411 019, Maharashtra
Restated Financial Statements The restated financial information of our Company, which comprise the restated
statement of assets and liabilities as at March 31, 2021, March 31, 2020 and March
31, 2019, and the restated statement of profit and loss, the restated statement of
changes in equity and the restated statement of cash flows for the years ended March
31, 2021, March 31, 2020 and March 31, 2019 and the summary of significant
accounting policies, read together with the annexures and notes thereto, which have
been prepared in accordance with the Companies Act, 2013 and Ind AS, as applicable,
and restated in accordance with the SEBI ICDR Regulations. For details, see
“Financial Statements” on page 201.
RoC/Registrar of Companies The Registrar of Companies, Maharashtra at Pune
Selling Shareholders Collectively, Somerset, Kitara, Phi Capital and Mayur Sirdesai (as a partner and acting
on behalf of M/s Lotus Management Solutions)
Series A CCPS Series A fully paid-up compulsory convertible preference shares of our Company of
face value of 123
Series B CCCPS Series B fully paid-up compulsory convertible cumulative preference shares of our
Company of face value of 250.
Series C CCPS Series C fully paid-up compulsory convertible preference shares of our Company of
face value of 250
Shareholders The holders of the Equity Shares from time to time
Somerset Somerset Indus Healthcare Fund I Limited
Split Each equity share of face value of 10 each of our Company was split into 2 Equity
Shares of face value of 5
Stakeholders Relationship
The stakeholders’ relationship committee of our Company, described in “Our
Subsidiaries Subsidiaries of our Company namely, (i) KDPL Diagnostics (Amritsar) Private Limited;
(ii) KDPL Diagnostics (Bathinda) Private Limited; (iii) KDPL Diagnostics (Jalandhar)
Private Limited; (iv) KDPL Diagnostics (Ludhiana) Private Limited; (v) KDPL
Diagnostics (Patiala) Private Limited; (vi) KDPL Diagnostics (SAS Nagar) Private
Limited; and (vii) Krsnaa Diagnostics (Mohali) Private Limited
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Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf
Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
Allot/ Allotment/ Allotted Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the
Fresh Issue and transfer of the Offered Shares by the Selling Shareholders pursuant to
the Offer for Sale to successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the successful Bidders who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has been approved
by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and this Red
Herring Prospectus
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors in terms of this
Red Herring Prospectus and Prospectus, which will be decided by our Company and the
Selling Shareholders, in consultation with the BRLMs during the Anchor Investor
Bidding Date
Form
The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Portion and which will be considered as an application for Allotment in terms of this Red
Herring Prospectus and Prospectus
Anchor Investor Bidding Date The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids
by Anchor Investors shall be submitted, prior to and after which the BRLMs will not
accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be
completed
Anchor Investor Offer Price Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in
terms of this Red Herring Prospectus and the Prospectus, which price will be equal to or
higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer
Price will be decided by our Company and the Selling Shareholders, in consultation with
the BRLMs
Anchor Investor Pay-In Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
the event the Anchor Investor Allocation Price is lower than the Offer Price, not later
than two Working Days after the Bid/Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company and the Selling
Shareholders in consultation with the BRLMs, to Anchor Investors on a discretionary
basis, in accordance with the SEBI ICDR Regulations
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price
Applications Supported by
Blocked Amount/ ASBA
An application, whether physical or electronic, used by ASBA Bidders to make a Bid
and authorize an SCSB to block the Bid Amount in the ASBA Account and will include
applications made by RIBs using the UPI Mechanism where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by RIBs using the UPI Mechanism
ASBA Account A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA
Form submitted by such ASBA Bidder in which funds will be blocked by such SCSB to
the extent of the specified in the ASBA Form submitted by such ASBA Bidder and
includes a bank account maintained by a Retail Individual Investor linked to a UPI ID,
which will be blocked in relation to a Bid by a Retail Individual Investor Bidding through
the UPI Mechanism
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids which will be considered as the application for Allotment in terms of this Red
Herring Prospectus and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank and Public
Offer Account Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as
described in “Offer Procedure” on page 355
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Term Description
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an
Anchor Investor pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares at a price within the Price Band, including all
revisions and modifications thereto as permitted under the SEBI ICDR Regulations. The
term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such RIIs and mentioned in the
Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account
of the ASBA Bidders, as the case maybe, upon submission of the Bid in the Offer, as
applicable
However, Eligible Employees applying in the Employee Reservation Portion can apply
at the Cut-off Price and the Bid amount shall be the Cap Price net of Employee Discount,
if any, multiplied by the number of Equity Shares Bid for by such Eligible Employee and
mentioned in the Bid cum Application Form.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [] Equity Shares and in multiples of [] Equity Shares thereafter
Bid/ Offer Period Except in relation to Bid by Anchor Investors, the period between the Bid/Offer Opening
Date and the Bid/Offer Closing Date, inclusive of both days, during which prospective
Bidders can submit their Bids, including any revisions thereof, in accordance with the
SEBI ICDR Regulations. Provided that the Bidding shall be kept open for a minimum of
three Working Days for all categories of Bidders, other than Anchor Investors
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being Friday, August 6, 2021,
which shall be published in all editions of The Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi
national daily newspaper), and Pune editions of Loksatta (a widely circulated Marathi
daily newspaper). In case of any revisions, the extended Bid/Offer Closing Date shall
also be notified on the websites and terminals of the members of the Syndicate, as
required under the SEBI ICDR Regulations and communicated to the Designated
Intermediaries and the Sponsor Bank, as required under the SEBI ICDR Regulations
Our Company and the Selling Shareholders, in consultation with the BRLMs may,
consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer
Closing Date in accordance with the SEBI ICDR Regulations. In case of any revision,
the extended Bid/ Offer Closing Date shall be widely disseminated by notification to the
Stock Exchanges, and also be notified on the websites of the BRLMs and at the terminals
of the Syndicate Members, which shall also be notified in an advertisement in same
newspapers in which the Bid/ Offer Opening Date was published, as required under the
SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being Wednesday, August 4, 2021,
which shall be published in all editions of The Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi
national daily newspaper), and Pune editions of Loksatta (a widely circulated Marathi
daily newspaper)
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated
CDP Locations for CDPs
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made
Book Running Lead Managers/
BRLMs
The book running lead managers to the Offer namely, JM Financial Limited, DAM
Capital Advisors Limited (Formerly IDFC Securities Limited), Equirus Capital Private
Limited and IIFL Securities Limited
5
Term Description
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the ASBA
Forms, provided that Retail Individual Investors may only submit ASBA Forms at such
broker centres if they are Bidding using the UPI Mechanism. The details of such broker
centres, along with the names and contact details of the Registered Brokers, are available
on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
Note
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
have been allocated the Equity Shares, on/after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted
Cash Escrow and Sponsor Bank
Agreement
The agreement dated July 28, 2021, entered into amongst our Company, the Selling
Shareholders, the Registrar to the Offer, the BRLMs, and Banker(s) to the Offer in
accordance with the UPI Circulars, collection of the Bid Amounts from Anchor
Investors, transfer of funds to the Public Offer Account(s) and where applicable remitting
refunds, if any, to Bidders, on the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to the
Bidder’s beneficiary account.
CDP
A depository participant as defined under the Depositories Act, 1996, registered with
SEBI and who is eligible to procure Bids at the Designated CDP Locations as per the list
available on the websites of BSE and NSE
Collecting Registrar and Share
Transfer Agents/ CRTAs
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
the Designated RTA Locations in terms of, among others, circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Cut-off Price Offer Price, finalised by our Company and the Selling Shareholders, in consultation with
the BRLMs, which shall be any price within the Price Band.
Only Retail Individual Investors and Eligible Employees Bidding under the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional
Investors are not entitled to Bid at the Cut-off Price
DAM Capital DAM Capital Advisors Limited (Formerly IDFC Securities Limited)
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID, where
applicable
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of
such Designated CDP Locations, along with names and contact details of the Collecting
Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, to the Public Offer
Account(s) or the Refund Account(s), as appropriate, in terms of this Red Herring
Prospectus and the Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange, following which Equity Shares may
be Allotted to successful Bidders in the Offer
Designated Intermediaries In relation to ASBA Forms submitted by Retail Individual Investors (not using the UPI
Mechanism) authorizing an SCSB to block the Bid Amount in the ASBA Account,
Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by Retail Individual Investors (Bidding using the
UPI Mechanism) where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by such RII using the UPI Mechanism, Designated Intermediaries shall
mean Syndicate, sub-syndicate, Registered Brokers, CDPs and RTAs.
In relation to ASBA Forms submitted by QIBs and NIIs, Designated Intermediaries shall
mean SCSBs, Syndicate, sub-syndicate, Registered Brokers, CDPs and CRTAs
Designated RTA Locations Such locations of the CRTAs where Bidders can submit the ASBA Forms to CRTAs.
The details of such Designated CRTA Locations, along with names and contact details
of the CRTAs eligible to accept ASBA Forms are available on the respective websites
of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and updated from
time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.
do?doRecognised=yes or at such other website as may be prescribed by SEBI from time
to time
DRHP
The draft red herring prospectus dated May 15, 2021 issued in accordance with the SEBI
ICDR Regulations, which did not contain complete particulars of the price at which the
Equity Shares will be Allotted and the size of the Offer including any addenda or
corrigenda thereto
Eligible Employee (i) a permanent employee of our Company working in India or out of India; or (ii) a
director of our Company, whether whole-time or not but excluding promoter director or
an independent director; but excludes: (a) an employee who is the Promoter or belongs
to the Promoter Group; (b) a director who either by himself or through his relatives or
through any body corporate, directly or indirectly holds more than 10% of the issued and
subscribed shares of our Company; and (c) an independent director. It is clarified that
Eligible Employees shall only mean those employees who are employees of our
Company and are present in India as on the date of this Red Herring Prospectus.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed 500,000. However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed 200,000. Only in the
event of an under-subscription in the Employee Reservation Portion post initial
Allotment, such unsubscribed portion may be Allotted on a proportionate basis to
Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess
of 200,000, subject to the total Allotment to an Eligible Employee not exceeding
500,000.
Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws, other than
individuals, corporate bodies and family offices
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to
make an offer or invitation under the Offer and in relation to whom this Red Herring
Prospectus and the Bid Cum Application Form constitutes an invitation to subscribe or
purchase for the Equity Shares
Employee Discount Our Company and the Selling Shareholders, in consultation with the BRLMs, may offer a
discount of up to []% to the Offer Price (equivalent of [] per Equity Share) to Eligible
Employees and which shall be announced at least two Working Days prior to the Bid/Offer
Opening Date.
Employee Reservation Portion The portion of the Offer being up to [] Equity Shares aggregating up to 200.00 million,
available for allocation to Eligible Employees, on a proportionate basis. Such portion
shall not exceed 5% of the post-Offer Equity Share capital of our Company.
Equirus Equirus Capital Private Limited
Escrow Account(s) Account(s) to be opened with the Escrow Collection Bank(s) and in whose favour the
Anchor Investors will transfer money through direct credit/NEFT/RTGS/NACH in
respect of the Bid Amount when submitting a Bid
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue
and with whom the Escrow Account(s) will be opened, in this case being ICICI Bank
Limited
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name shall also appear as the first holder of the
beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which
the Offer Price and the Anchor Investor Offer Price will be finalised and below which
no Bids will be accepted
Fresh Issue The fresh issue of up to [] Equity Shares by our Company, at [] per Equity Share
(including a premium of [] per Equity Share) aggregating up to 4,000.00 million.
General Information Document The General Information Document for investing in public offers, prepared and issued
in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020 issued by SEBI, suitably modified and updated pursuant to, among others, the
circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 issued by SEBI
IIFL IIFL Securities Limited
JM JM Financial Limited
March 2021 Circular SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021
Monitoring Agency ICICI Bank Limited
Monitoring Agency Agreement Agreement dated July 28, 2021, entered into between our Company and the Monitoring
Agency, as applicable
Mutual Fund Portion 5% of the Net QIB Portion, or [] Equity Shares, which shall be available for allocation
to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or
above the Offer Price
Term Description
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Offer The Offer less the Employee Reservation Portion
Net Proceeds The proceeds from the Fresh Issue less the Offer related expenses applicable to the Fresh
Issue
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Investors/ NIIs All Bidders that are not QIBs or Retail Individual Investors and who have Bid for Equity
Shares for an amount more than 200,000 (but not including NRIs other than Eligible
NRIs)
Non-Institutional Portion The portion of the Net Offer being not more than 15% of the Net Offer, consisting of []
Equity Shares, which shall be available for allocation on a proportionate basis to Non-
Institutional Investors, subject to valid Bids being received at or above the Offer Price
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs
Offer The initial public offering of up to [] Equity Shares for cash at a price of [] each,
aggregating up to [] million comprising the Fresh Issue and the Offer for Sale. The
Offer comprises the Net Offer and Employee Reservation Portion
Offer Agreement The agreement dated May 15, 2021 as amended pursuant to the amendment to the Offer
Agreement dated July 24, 2021, entered into among our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in
relation to the Offer
Offer for Sale The offer for sale of up to 8,525,520 Equity Shares aggregating up to [] million,
comprising up to 1,600,000 Equity Shares aggregating to [] million by Phi Capital, up
to 3,340,713 Equity Shares aggregating up to [] million by Kitara, up to 3,563,427
Equity Shares aggregating up to [] million by Somerset and up to 21,380 Equity
Shares aggregating up to [] million by Lotus Management Solutions (acting through
Mayur Sirdesai)
Offer Price [] per Equity Share, being the final price within the Price Band, at which Equity
Shares will be Allotted to successful Bidders, other than Anchor Investors. Equity Shares
will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of this
Red Herring Prospectus. The Offer Price will be decided by our Company and the Selling
Shareholders, in consultation with the BRLMs on the Pricing Date, in accordance with
the Book Building Process and in terms of this Red Herring Prospectus
A discount of up to []% on the Offer Price (equivalent of [] per Equity Share) may be
offered to Eligible Employees bidding in the Employee Reservation Portion. This
Employee Discount, if any, will be decided by our Company and the Selling Shareholders,
in consultation with the BRLMs
Offered Shares The cumulative number of Equity Shares being offered by the Selling Shareholders in
the Offer for Sale comprising of an aggregate of up to 8,525,520 Equity Shares
aggregating up to [] million
Price Band Price band of a minimum price of [] per Equity Share (Floor Price) and the maximum
price of [] per Equity Share (Cap Price) including any revisions thereof. The Price
Band and the minimum Bid Lot for the Offer will be decided by our Company and the
Selling Shareholders in consultation with the BRLMs, and will be advertised in all
editions of The Financial Express (a widely circulated English national daily newspaper),
all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Pune
editions of Loksatta (a widely circulated Marathi daily newspaper, Marathi also being
the regional language of Maharashtra, where our Registered and Corporate Office is
situated) at least two Working Days prior to the Bid/Offer Opening Date, with the
relevant financial ratios calculated at the Floor Price and at the Cap Price, and shall be
made available to the Stock Exchanges for the purpose of uploading on their respective
websites
Pricing Date The date on which our Company and the Selling Shareholders in consultation with the
BRLMs, will finalise the Offer Price
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013,
and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined
at the end of the Book Building Process, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this
case being ICICI Bank Limited
8
Term Description
Public Offer Account(s) Bank account(s) opened with the Public Offer Account Bank(s) under Section 40(3) of
the Companies Act, 2013, to receive monies from the Escrow Account(s) and ASBA
Accounts on the Designated Date
QIB Category/ QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not less than
75% of the Net Offer, consisting of [] Equity Shares aggregating to [] million which
shall be Allotted to QIBs (including Anchor Investors) on a proportionate basis,
including the Anchor Investor Portion (in which allocation shall be on a discretionary
basis, as determined by our Company and the Selling Shareholders in consultation with
the BRLMs), subject to valid Bids being received at or above the Offer Price
Qualified Institutional Buyers/
QIBs/ QIB Bidders
Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations
Red Herring Prospectus/ RHP This red herring prospectus dated July 29, 2021, issued in accordance with Section 32 of
the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which does
not have complete particulars of the price at which the Equity Shares will be offered and
the size of the Offer including any addenda or corrigenda thereto
The Bid/Offer Opening Date shall be at least three Working Days after the filing of this
Red Herring Prospectus with the RoC. This Red Herring Prospectus will become the
Prospectus upon filing with the RoC after the Pricing Date, including any addenda or
corrigenda thereto
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole
or part of the Bid Amount to the Anchor Investors shall be made
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) has been opened, in this
case being ICICI Bank Limited
Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and eligible to procure Bids in terms of circular
number CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI
Registrar Agreement The agreement dated May 13, 2021 among our Company, the Selling Shareholders and
the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer
Retail Individual Investors(s)/
RII(s)
Individual Bidders, who have Bid for the Equity Shares for an amount not more than
200,000 in any of the bidding options in the Offer (including HUFs applying through
their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Net Offer being not more than 10% of the Net Offer consisting of []
Equity Shares aggregating to [] million, which shall be available for allocation to
Retail Individual Investors in accordance with the SEBI ICDR Regulations (subject to
valid Bids being received at or above the Offer Price)
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s) QIB Bidders and Non-
Institutional Investors are not allowed to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids
during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date
Self-Certified Syndicate Bank(s)/
SCSB(s)
(i) The banks registered with SEBI, offering services in relation to ASBA (other than
through UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=35, as applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is
available on the website of SEBI at
=40 or such other website as updated from time to time
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, KFin
Technologies Private Limited
Share Escrow Agreement Agreement dated July 28, 2021, entered into amongst the Selling Shareholders, our
Company and the Share Escrow Agent in connection with the transfer of Equity Shares
under the Offer by the Selling Shareholders and credit of such Equity Shares to the demat
account of the Allottees
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of
which will be included in the Bid cum Application Form
9
Term Description
Sponsor Bank The Banker to the Offer registered with SEBI, which has been appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to push
the UPI Mandate Request and/or payment instructions of the RIIs using the UPI and
carry out other responsibilities, in terms of the UPI Circulars, in this case being ICICI
Bank Limited
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited.
Syndicate Agreement Agreement dated July 28, 2021, into among our Company, the Selling Shareholders, the
BRLMs and the Syndicate Members in relation to collection of Bid cum Application
Forms by Syndicate
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept
bids, applications and place order with respect to the Offer and carry out activities as an
underwriter, namely, Equirus Securities Private Limited, JM Financial Services Limited
and Sharekhan Limited
Syndicate/members of the
Systemically Important Non-
Banking Financial Company/
2(1)(iii) of the SEBI ICDR Regulations
Underwriters []
Underwriting Agreement The agreement among the Underwriters, our Company and the Selling Shareholders to
be entered into on or after the Pricing Date, but prior to filing of the Prospectus
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 with and any subsequent
circulars or notifications issued by SEBI in this regard
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the NPCI
UPI Mandate Request A request (intimating the Retail Individual Investor, by way of a notification on the UPI
linked mobile application as disclosed by SCSBs on the website of SEBI and by way of
an SMS directing the Retail Individual Investor to such UPI linked mobile application)
to the Retail Individual Investor using the UPI Mechanism initiated by the Sponsor Bank
to authorize blocking of funds equivalent to the Bid Amount in the relevant ASBA
Account through the UPI linked mobile application, and the subsequent debit of funds in
case of Allotment
UPI Mechanism The Bidding mechanism that may be used by Retail Individual Investors to make Bids
in the Offer in accordance with UPI Circulars
UPI PIN Password to authenticate UPI transaction
Working Day All days on which commercial banks in Mumbai, Maharashtra, India are open for
business, provided however, for the purpose of announcement of the Price Band and the
Bid/Offer Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays
and public holidays on which commercial banks in Mumbai, Maharashtra, India are open
for business and the time period between the Bid/Offer Closing Date and listing of the
Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of
the Stock Exchanges excluding Sundays and bank holidays in India in accordance with
circulars issued by SEBI
Term Description
A/c Account
AIFs Alternative investment funds as defined in and registered under the SEBI AIF
Regulations
10
Term Description
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve month period ending
December 31
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires
Companies Act, 2013/
Companies Act, 2013 and the rules, regulations, notifications, modifications and
clarifications thereunder, to the extent notified
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CSR Corporate social responsibility
Depository or Depositories NSDL and CDSL
DIN Director Identification Number
DP/ Depository Participant A depository participant as defined under the Depositories Act
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce
and Industry
EEA European Economic Area
EGM Extraordinary general meeting
EPS Earnings per share
FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year, Fiscal, FY/ F.Y. Period of twelve months ending on March 31 of that particular year, unless stated
otherwise
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations
Fugitive Economic Offender A fugitive economic offender as defined under the Fugitive Economic Offenders Act,
2018
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board
of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI
GDP Gross domestic product
GoI Government of India
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
ICDS Income Computation and Disclosure Standards
IFRS International Financial Reporting Standards
IGAAP In accordance with the accounting principles generally accepted in India, including the
Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting
Standards Amendment) Rules, 2016 (as amended)
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act and
referred to in the Ind AS Rules
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015
IPO Initial public offer
IT Information technology
Mn/ mn Million
NAV Net asset value
Non-Resident A person resident outside India, as defined under FEMA
NPCI National payments corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
Term Description
NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’
cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to
the extent of at least 60% by NRIs including overseas trusts in which not less than 60%
of the beneficial interest is irrevocably held by NRIs directly or indirectly and which was
in existence on October 3, 2003 and immediately before such date had taken benefits
under the general permission granted to OCBs under the FEMA. OCBs are not allowed
to invest in the Offer
OPBDIT Operating profit before depreciation, interest and tax
P/E Ratio Price/earnings ratio
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
RTGS Real time gross settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as
repealed pursuant to SEBI AIF Regulations
State Government Government of a state of India
US GAAP Generally Accepted Accounting Principles in the United States of America
USA/ U.S. / US The United States of America
USD / US$ United States Dollars
U.S. Securities Act United States Securities Act of 1933, as amended
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations
Wilful Defaulter Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Technical and industry related terms
Term Description
Adjusted EBITDA Adjusted EBITDA means profit / (loss) for the period plus income tax expense plus
finance costs plus depreciation and amortization expenses plus loss / (gain) on fair value
movement of Compulsory Convertible Preference Shares
Adjusted Total Income Adjusted Total Income means total income minus gain on fair value movement of
Compulsory Convertible Preference Shares
BMD Bone Mineral Densitometry
CBC Complete Blood Count
ERP Enterprise Resource Planning
FDI Free Diagnostic Initiative
IIT Indian Institute of Technology
IMS Information Management System
MoHFW Ministry of Health and Family Welfare, Government of India
MRI Magnetic Resonance Imaging
NABH National Accreditation Board for Hospitals & Healthcare Providers
NCD Non-Communicable Disease
PHSC Punjab Health Systems Corporation
PMASBY Pradhan Mantri Atma Nirbhar Swasth Bharat Yojana
PMJAY Pradhan Mantri Jan Arogya Yojana
PPP Public private partnership
SDG Sustainable Development Goal
TRF Test Requisition Form
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.
All references herein to the “US”, the “U.S.” or the “United States” are to the United States of America and its
territories and possessions.
Unless indicated otherwise, all references to page numbers in this Red Herring Prospectus are to page numbers of
this Red Herring Prospectus.
Financial Data
Unless stated or the context requires otherwise, the financial information in this Red Herring Prospectus is derived
from our Restated Financial Statements.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year, so all references to a particular financial year or fiscal are to the 12-
month period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that
particular calendar year. Unless the context requires otherwise, all references to a year in this Red Herring
Prospectus are to a calendar year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that
calendar year. Certain other financial information pertaining to our Group Companies is derived from their
respective audited financial statements.
Restated Financial Statements and transition from Indian GAAP to Ind AS
Our Restated Financial Statements have been compiled from (i) our audited financial statements as at and for
the year ended March 31, 2021, prepared in accordance with Ind AS; and (ii) our audited financial statements as
at and for the years ended March 31, 2020 and 2019 prepared in accordance with Indian GAAP.
Further, in order to comply with the requirements of the SEBI ICDR Regulations, (a) our audited financial
statements as at and for the Fiscal ended March 31, 2020, which were prepared in accordance with Indian GAAP,
were subjected to a special purpose audit as per Ind AS by our Statutory Auditors; and (b) our audited financial
statements as at and for the Fiscal ended March 31, 2019, which were audited in accordance with Indian GAAP,
have been converted into Ind AS, on a proforma basis in accordance with requirements of SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 and Guidance Note on Reports in Company
Prospectus (Revised 2019) issued by the ICAI.
Our Restated Financial Statements have been prepared in terms of the requirements of Section 26 of the
Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the ICAI, as amended from time to time.
There are significant differences between Ind AS, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. We have not attempted to explain those
differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged
that you consult your own advisors regarding such differences and their impact on our Company’s financial data.
For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors
– Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP
and IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.”. The degree to which the financial information included in this Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting policies and practices on the financial disclosures presented in this Red Herring
Prospectus should accordingly be limited.
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Certain non-GAAP and certain other statistical information relating to our operations and financial measures
relating to our financial performance such as, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Total
Income, EBITDA, Return on Net Worth, net worth, net asset value per share and debt equity ratio have been
included in this Red Herring Prospectus. We compute and disclose such non-GAAP financial measures relating
to our financial performance as we consider such information to be useful measures of our business and financial
performance. These non-GAAP financial measures and other statistical and other information relating to
operations and financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and therefore, may not be comparable to financial measures of similar nomenclature
that may be computed and presented by other companies and are not measures of operating performance or
liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 24, 142
and 288, respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of our
Restated Financial Statements.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second
decimal to conform to their respective sources.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or
derived from the report titled “Assessment of the diagnostic industry in India with a special focus on government
spending” dated July 2021 by CRISIL (“CRISIL Report”) and publicly available information as well as other
industry publications and sources. The CRISIL Report has been commissioned by our Company and has been
exclusively prepared for the purpose of the Offer. CRISIL Limited was appointed by our Company on February
20, 2021. CRISIL submitted the CRISIL Report to our Company on May 14, 2021 and a further updated version
on July 23, 2021. The CRISIL Report is subject to the following disclaimer:
“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report
(Report) based on the Information obtained by CRISIL from sources which it considers reliable. However, CRISIL
does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any
errors or omissions or for the results obtained from the use of Data / Report. This Report is not a recommendation
to invest / disinvest in any entity covered in the Report and no part of this Report should be construed as an expert
advice or investment advice or any form of investment banking within the meaning of any law or regulation.
CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors
of this Report. Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL
providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary
permission and/or registration to carry out its business activities in this regard. Krsnaa Diagnostics Limited will
be responsible for ensuring compliances and consequences of non-compliances for use of the Report or part
thereof outside India. CRISIL Research operates independently of, and does not have access to information
obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their
regular operations, obtain information of a confidential nature. The views expressed in this Report are that of
CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be
published/reproduced in any form without CRISIL’s prior written approval.”
Although we believe that the industry and market data used in this Red Herring Prospectus is reliable, it has not
been independently verified by us, the Selling Shareholders, the BRLMs, or any of our or their respective affiliates
or advisors, and none of these parties makes any representation as to the accuracy of this information. The data
used in these sources may have been reclassified by us for the purposes of presentation and may also not be
comparable. Industry sources and publications may also base their information on estimates and assumptions that
may prove to be incorrect. The extent to which the industry and market data presented in this Red Herring
15
Prospectus is meaningful depends upon the reader’s familiarity with, and understanding of, the methodologies
used in compiling such information. There are no standard data gathering methodology in the industry in which
our Company conducts business and methodologies and assumptions may vary widely among different market
and industry sources. Such information involves risks, uncertainties and numerous assumptions and is subject to
change based on various factors, including those discussed in “Risk Factors - Industry information included in
this Red Herring Prospectus has been derived from the CRISIL Report prepared by CRISIL Limited and
exclusively commissioned and paid for by our Company for such purpose. There can be no assurance that such
third-party statistical, financial and other industry information is either complete or accurate” on page 42.
In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 108 includes
information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we nor the BRLMs have independently verified such information.
Currency and Units of Presentation
All references to “Rupees” or “” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.
All references to “U.S.$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official
currency of the United States of America.
In this Red Herring Prospectus, our Company has presented certain numerical information. All figures have been
expressed in millions. One million represents ‘10 lakhs’ or 1,000,000. However, figures that have been sourced
from third-party industry sources may be expressed in denominations other than millions and such figures appear
in this Red Herring Prospectus expressed in such denominations as provided in their respective sources.
Time
All references to time in this Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all
references to a year in this Red Herring Prospectus are to a calendar year.
Exchange Rates
This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions
should not be construed as a representation that such currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate, or at all.
The exchange rates of USD into Indian Rupees for the periods indicated are provided below. (in )
Currency Exchange rate as on
March 31, 2021 March 31, 2020 March 31, 2019 (1)
1 USD 73.50 75.39 69.17
Source: www.rbi.org.in and www.fbil.org.in (1) Exchange rate as on March 29, 2019, as FBIL reference rate is not available for March 30, 2019 and March 31, 2019 being a Saturday
and Sunday, respectively.
Notice to Prospective Investors in the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is
a criminal offence in the United States. In making an investment decision, investors must rely on their own
examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity
Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”) or any other applicable law of the United States and, unless so registered, may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be
“qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Red
Herring Prospectus as “U.S. QIBs”) in transactions exempt from the registration requirements of the U.S.
Securities Act and (b) outside the United States in compliance with Regulation S and the applicable laws of the
16
jurisdiction where those offers and sales are made. For the avoidance of doubt, the term “U.S. QIBs” does not
refer to a category of institutional investors defined under applicable Indian regulations and referred to in this Red
Herring Prospectus as “QIBs”.
Notice to Prospective Investors in the European Economic Area and the United Kingdom
This Red Herring Prospectus has been prepared on the basis that all offers of Equity shares in Member States of
the European Economic Area (“EEA”) (each a “Member State”) or the United Kingdom (“UK”) will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers
of Equity Shares. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and Council EC (and amendments thereto). Accordingly, any person making or intending to make an
offer within the EEA or the UK of Equity Shares which are the subject of the placement contemplated in this Red
Herring Prospectus should only do so in circumstances in which no obligation arises for our Company, any of the
Selling Shareholders or any of the members of the BRLMs to produce a prospectus for such offer. None of our
Company, the Selling Shareholders and the BRLMs have authorised, nor do they authorise, the making of any
offer of Equity Shares through any financial intermediary, other than the offers made by the Members of the
Syndicate which constitute the final placement of Equity Shares contemplated in this Red Herring Prospectus.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract
or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Equity Shares have been subject to a product approval process, which
has determined that such Equity Shares are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the
MiFID II Product Governance Requirements) (“Distributors”) should note that: the price of the Equity Shares
may decline and investors could lose all or part of their investment; the Equity Shares offer no guaranteed income
and no capital protection; and an investment in the Equity Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the Equity Shares. Each Distributor is
responsible for undertaking its own target market assessment in respect of the Equity Shares and determining
appropriate distribution channels.
FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain statements which are not statements of historical fact and may be
described as “forward-looking statements”. These forward-looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek
to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements
that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. All
statements regarding our expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to our business strategy,
plans, revenue and profitability (including, without limitation, any financial or operating projections or forecasts)
and other matters discussed in this Red Herring Prospectus that are not historical facts. However, these are not the
exclusive means of identifying