SAROJA PHARMA INDUSTRIES INDIA : Public Issuer Filing)

Prospectus

Dated: August 25th, 2023

Fixed Price Issue

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

SAROJA PHARMA INDUSTRIES INDIA LIMITED

Corporate Identification Number: U24110MH2019PLC319508

REGISTERED OFFICE

CORPORATE OFFICE

CONTACT PERSON

EMAIL AND TELEPHONE

WEBSITE

305, Kailash Tower, Shiv

Shop No. 209, 2nd Floor,

Mrs. Nikita Kumar

[e-mail]

www.sarojapharma.com

Shristi Complex, Goregaon

Ecstacy, City Of Joy, Jata

Company Secretary and Compliance

[phone]

Link Road, Mulund West,

Shankar Dosa Marg, Mulund

Officer

Mumbai (MH) - 400080

West Mumbai (MH) -

400080

PROMOTERS OF

THE COMPANY: MR. BIJU GOPINATHAN NAIR AND MR. MANISH DASHARATH KAMBLE

DETAILS OF THE ISSUE

Types

Fresh Issue Size (₹ in Lakhs)

OFS Size (by Nos. of Shares or by

Total Issue Size (₹ in Lakhs)

Eligibility

amount in ₹)

Fresh Issue

Upto 10,84,800 Equity shares

Nil

Up to ₹ 911.23 Lakhs

THIS ISSUE IS BEING MADE IN TERMS OF

aggregating up to ₹ 911.23

CHAPTER IX OF THE SEBI (ICDR)

Lakhs

REGULATIONS, 2018 AS AMENDED

DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT APPLICABLE AS THE ENTIRE ISSUE

CONSTITUTES FRESH ISSUE OF EQUITY SHARES

RISK IN RELATION TO THE FIRST ISSUE

The face value of the Equity Shares is ₹ 10/- each and the Issue Price is 8.40 times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in "BASIS FOR ISSUE PRICE" on page 74 should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing

GENERAL RISKS

Investments in Equity and Equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the Prospectus. Specific attention of the investors is invited to the section "RISK FACTORS" beginning on page 18 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The Equity Shares Issued through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited ("NSE").

LEAD MANAGER TO THE ISSUE

	Name and Logo	Contact Person	Email and Telephone
		Mr. Mohit R. Goyal	Email Id: [e-mail]
		Telephone Number: [phone] /0731-6644244
	SWASTIKA INVESTMART LIMITED
		REGISTRAR TO THE ISSUE
			Email Id: [e-mail]
		Mr. M Murali Krishna	Telephone Number: [phone]
	KFIN TECHNOLOGIES LIMITED
		ISSUE SCHEDULE

ISSUE OPENS ON: THURSDAY 31ST AUGUST, 2023

ISSUE CLOSES ON: TUESDAY 05TH SEPTEMBER, 2023

Prospectus

Dated: August 25th, 2023

Fixed Price Issue

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

SAROJA PHARMA INDUSTRIES INDIA LIMITED

Our Company was originally incorporated as "Saroja Pharma Industries India Private Limited" on January 14th, 2019 under the provisions of the Companies Act, 2013 vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai, Maharashtra. Later on, company was converted into public limited company, the name of our Company was changed to "Saroja Pharma Industries India Limited" and fresh Certificate of Incorporation dated April 18th, 2023 was issued by the Registrar of Companies, Mumbai, Maharashtra. For details of Conversion of Company, please refer to section titled "HISTORY AND CERTAIN CORPORATE MATTERS" beginning on page no. 117 of this Prospectus.

CIN: U24110MH2019PLC319508

Registered office: 305, Kailash Tower, Shiv Shristi Complex, Goregaon Link Road, Mulund West, Mumbai (MH) - 400080; Website: www.sarojapharma.com; Corporate Office: Shop No. 209, 2nd Floor, Ecstacy, City of Joy, Jata Shankar Dosa Marg, Mulund West Mumbai (MH) - 400080;

E-Mail:[e-mail]; Telephone No: [phone]; Company Secretary and Compliance Officer: Mrs. Nikita Kumar

PROMOTERS OF THE COMPANY: MR. BIJU GOPINATHAN NAIR AND MR. MANISH DASHARATH KAMBLE

DETAILS OF THE ISSUE

PUBLIC ISSUE OF UPTO 10,84,800 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH OF SAROJA PHARMA INDUSTRIES INDIA LIMITED ("SAROJA" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ₹ 84/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 74/- PER EQUITY SHARE (THE "ISSUE PRICE") AGGREGATING TO ₹ 911.23 LAKHS ("THE ISSUE"), OF WHICH 54,400 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH FOR CASH AT A PRICE OF ₹ 84/- EACH AGGREGATING TO ₹ 45.69 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF 10,30,400 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AT A PRICE OF ₹ 84/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 74/- PER EQUITY SHARE AGGREGATING TO ₹ 865.54 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.98% AND 25.63% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THIS ISSUE IS BEING IN TERMS OF CHAPTER IX OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIERMENTS) REGULATIONS, 2018 AS AMENDED

FROM TIME TO TIME.

For further details see "TERMS OF THE ISSUE" beginning on Page no. 196 of this Prospectus.

In terms of the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, dated November 10, 2015 and the all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process providing details about the bank account which will be blocked by the Self-Certified Syndicate Banks ("SCSBs") for the same. Further pursuant to SEBI circular bearing no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, for implementation of Phased II for UPI facility, which is effective from July 01, 2019, all potential Bidders (except Anchor Investors) are required to mandatorily utilize the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts or UPI ID (in case of RIIs), in which the corresponding Application Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable. For details, see "ISSUE PROCEDURE" on Page No. 204 of this Prospectus.

THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH AND THE ISSUE PRICE IS ₹ 84/-. THE ISSUE PRICE IS 8.40 TIMES OF THE FACE VALUE.

RISK IN RELATION TO THE FIRST ISSUE

This being the first Public Issue of our Company, there has been no formal market for the securities of our Company. The face value of the shares is ₹ 10/- per Equity Shares and the Issue price is 8.40 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager) as stated in the chapter titled on "BASIS FOR ISSUE PRICE" beginning on Page no. 74 of this Prospectus should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the equity shares of our Company nor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled "RISK FACTORS" beginning on Page no. 18 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares offered through this Prospectus are proposed to be listed on Emerge Platform of National Stock Exchange of India Limited ("NSE"), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In-Principle Approval letter dated August 10th, 2023 from National Stock Exchange of India Limited ("NSE") for using its name in this offer document for listing our shares on the Emerge Platform of National Stock Exchange of India Limited ("NSE"). For the purpose of this Issue, the designated Stock Exchange is the NSE.

LEAD MANAGER TO THE ISSUE		REGISTRAR TO THE ISSUE

	SWASTIKA INVESTMART LIMITED	KFIN TECHNOLOGIES LIMITED
	SEBI Registration Number: INM000012102;
	SEBI Registration Number: INR000000221;
	Merchant Banking Division Address: Flat No18 Floor 2 North Wing Madhaveshwar
	Address: Office: Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial District,
	Coop Hsg Society Ltd Madhav Nagar, 11/12 S V Road Andheri W Mumbai Mumbai City -
	Nanakramguda, Serilingampally, Hyderabad - 500 032, Telangana;
	400058 (Maharashtra);
	Tel. Number: [phone];
	Telephone Number: [phone];
	Toll Free No.: 1800 309 4001;
	Email Id: [e-mail];
	Email Id: [e-mail];
	Investors Grievance Id: [e-mail];
	Investors Grievance Id: [e-mail];
	Website: www.swastika.co.in;
	Website: www.kfintech.com;
	Contact Person: Mr. Mohit R. Goyal;
	Contact Person: Mr. M Murali Krishna.
	CIN: L65910MH1992PLC067052.
	ISSUE SCHEDULE

ISSUE OPENS ON: THURSDAY 31ST AUGUST, 2023

ISSUE CLOSES ON: TUESDAY 05TH SEPTEMBER, 2023

TABLE OF CONTENTS
SECTION I - GENERAL	2
DEFINITIONS AND ABBREVIATIONS	2
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA	10
FORWARD LOOKING STATEMENTS	11
SECTION II - SUMMARY OF PROSPECTUS	12
SECTION III - RISK FACTORS	18
SECTION IV - INTRODUCTION	31
THE ISSUE	31
SUMMARY OF OUR FINANCIAL INFORMATION	32
SECTION V - GENERAL INFORMATION	35
SECTION VI - CAPITAL STRUCTURE	43
SECTION VII - PARTICULARS OF THE ISSUE	63
OBJECTS OF THE ISSUE	63
BASIS FOR ISSUE PRICE	75
STATEMENT OF POSSIBLE TAX BENEFITS	80
SECTION VIII - ABOUT THE COMPANY	83
INDUSTRY OVERVIEW	83
BUSINESS OVERVIEW	89
KEY INDUSTRY REGULATIONS	103
HISTORY AND CORPORATE STRUCTURE	118
OUR MANAGEMENT	122
OUR PROMOTERS AND PROMOTERS GROUP	135
DIVIDEND POLICY	139
SECTION IX - FINANCIAL INFORMATION OF COMPANY	140
RESTATED FINANCIAL STATEMENTS	140
OTHER FINANCIAL INFORMATION	166
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	167
STATEMENT ON FINANCIAL INDEBTEDNESS	174
CAPITALIZATION STATEMENT	176
SECTION X - LEGAL AND OTHER INFORMATION	177
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS	177
GOVERNMENT AND OTHER APPROVALS	181
SECTION XI - INFORMATION WITH RESPECT TO GROUP COMPANIES/ ENTITIES	184
SECTION XII - OTHER REGULATORY AND STATUTORY DISCLOSURES	185
SECTION XIII - ISSUE RELATED INFORMATION	196
TERMS OF THE ISSUE	196
ISSUE STRUCTURE	202
ISSUE PROCEDURE	204
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	247
SECTION XIV - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION	249
SECTION XV - OTHER INFORMATION	280
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	280
DECLARATION	281

							SECTION I - GENERAL
							DEFINITIONS AND ABBREVIATIONS
General Terms
Term						Description
"Saroja",	"our	Company",	Saroja Pharma Industries India Limited, A Public Limited Company, Registered Under
"we", "us", "our",		"the	the Companies Act, 2013 and having its Registered Office at 305, Kailash Tower, Shiv
Company",	"the	Issuer	Shristi Complex, Goregaon Link Road, Mulund West, Mumbai, (MH) - 400080.
Company" or "the Issuer"
"We", "us"	or	"our"	or	Unless the context otherwise indicates or implies, refers to our Company.
"Group"
"you", "your" or "yours"		Prospective investors in this Issue.
Our Promoters				Mr. Biju Gopinathan Nair, and Mr. Manish Dasharath Kamble.
Promoters' Group				Companies, individuals and entities (other than companies) as defined under Regulation
						2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in the chapter titled
						"Our Promoters and Promoter's Group".
Company Related Terms
Term							Description
Articles	/	Articles	of	Articles of Association of our Company.
Association / AOA
Audit Committee					The audit committee of the Board of Directors constituted in accordance with Section
							177 of the Companies Act, 2013. For details refer section titled "OUR
							MANAGEMENT" on page 121 of this Prospectus.
Auditor	of	our	Company	/	The Statutory Auditors of our Company, being M/s. Pravin Chandak & Associates,
Statutory Auditor					Chartered Accountants as mentioned in the section titled "GENERAL
							INFORMATION" beginning on page 35 of this Prospectus.
Bankers to the Company			Bank of Baroda.
Board of Directors / Board	/	The Board of Directors of Saroja Pharma Industries India Limited unless otherwise
BOD							specified.
Companies Act					The Companies Act, 2013, as amended from time to time.
CIN							Corporate Identification Number of our Company i.e. U24110MH2019PLC319508.
CMD							Chairman and Managing Director, being Mr. Biju Gopinathan Nair
Chief Financial Officer (CFO)		The Chief Financial officer of our Company, being Ms. Yogita Maheshwari.
Company		Secretary		and	The Company Secretary and Compliance officer of the Company, being Ms. Nikita
Company Officer (CS)				Kumar.
Depositories Act					The Depositories Act, 1996, as amended from time to time.
DIN							Directors Identification Number.
Equity Shares						Equity Shares of our Company of Face Value of ₹ 10/- each unless otherwise specified
							in the context thereof.
Equity Shareholders				Persons/ Entities holding Equity Shares of Our Company.
ED							Executive Director.
Group Companies					Group Companies as defined under Regulation 2(1)(t) of the SEBI (ICDR) Regulations,
							2018, "Group companies shall include such companies (other than our Promoters and
							Subsidiary) with which there were related party transactions as disclosed in the Restated
							Financial Statements as covered under the applicable accounting standards, and as
							disclosed in "INFORMATION WITH RESPECT TO GROUP COMPANIES" on page
							183 of this Prospectus.
Independent Director				A non-executive & Independent Director as per the Companies Act, 2013 and the SEBI
							(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Indian GAAP						Generally Accepted Accounting Principles in India.
						2

Term				Description
ISIN				INE0PCL01011.
Key Managerial Personnel /		The officer vested with executive power and the officers at the level immediately below
Key Managerial Employees		the Board of Directors as described in the section titled "OUR MANAGEMENT" on
				page no. 121 of this Prospectus.
Materiality Policy		The policy on identification of group companies, material creditors and material
				litigation, adopted by our Board on May 05th, 2023 in accordance with the requirements
				of the SEBI ICDR Regulations.
MD				Managing Director.
MOA	/	Memorandum	/	Memorandum of Association of our Company as amended from time to time.
Memorandum of Association
Non Residents		A person resident outside India, as defined under FEMA.
Nomination and Remuneration	The nomination and remuneration committee of our Board of Directors constituted in
Committee			accordance with Section 178 of the Companies Act, 2013. For details refer section titled
				"OUR MANAGEMENT" on page 121 of this Prospectus.
Non-Executive Director		A Director not being an Executive Director or an Independent Director.
NRIs / Non Resident Indians		A person resident outside India, as defined under FEMA and who is a citizen of India or
				a Person of Indian Origin under Foreign Outside India Regulation, 2000.
Peer Review Auditor		The Peer Review Auditors of our Company, being M/s. Pravin Chandak & Associates,
				Chartered Accountants holding a valid peer review certificate as mentioned in the section
				titled "GENERAL INFORMATION" beginning on page 35 of this Prospectus.
Registered Office		The Registered office of our Company located at 305, Kailash Tower, Shiv Shristi
				Complex, Goregaon Link Road, Mulund West, Mumbai, MH - 400080.
Restated Financial Statements	The restated financial information of our Company, which comprises the restated
				statement of assets and liabilities, the restated statement of profit and loss, the restated
				statement of cash flows for the financial year ended on March 31, 2023, 2022 and 2021
				and the summary statement of significant accounting policies read together with the
				annexures and notes thereto and other restated financial information, 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.
ROC	/	Registrar	of	Registrar of Companies, Mumbai.
Companies
Stakeholders' Relationship		The Stakeholders' Relationship Committee of our Board of Directors constituted in
Committee			accordance with Section 178 of the Companies Act, 2013. For details refer section titled
				"OUR MANAGEMENT" on page 121 of this Prospectus.
WTD				Whole-Time Director
Issue Related Terms
Term				Description
Applicant			Any prospective investor who makes an application for Equity Shares in terms of this
				Prospectus.
Abridged Prospectus		Abridged Prospectus means a memorandum containing such salient features of a
				Prospectus as may be specified by SEBI in this behalf.
Acknowledgement Slip		The slip or document issued by the Designated Intermediary to an Applicant as proof of
				registration of the Application.
Application Form		The Form in terms of which the applicant shall apply for the Equity Shares of our
				Company.
Application	Supported	by	An application, whether physical or electronic, used by applicants to make an application
Blocked Amount / ASBA		authorising a SCSB to block the application amount in the ASBA Account maintained
				with the SCSB.
ASBA Account		An account maintained with the SCSB and specified in the application form submitted
				by ASBA applicant for blocking the amount mentioned in the application form.
Allotment			Issue of the Equity Shares pursuant to the Issue to the successful applicants.
Allottee				The successful applicant to whom the Equity Shares are being / have been issued.
			3

Term			Description
Basis of Allotment		The basis on which equity shares will be allotted to successful applicants under the Issue
			and which is described in the section "ISSUE PROCEDURE - Basis of allotment" on
			page no. 203 of this Prospectus.
Bankers to	the Issue, Sponsor	Axis Bank Limited.
and Refund Banker
Bidding Centers		Centers at which the Designated Intermediaries shall accept the Application Forms i.e.
			Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate,
			Broker Centers for Registered Brokers, Designated RTA Locations for RTAs and
			Designated CDP Locations for CDPs.
Business Day		Monday to Friday (except public holidays).
Broker Centers		Broker centers notified by the Stock Exchanges where investors can submit the
			Application Forms to a Registered Broker. The details of such Broker Centers, along
			with the names and contact details of the Registered Brokers are available on the
			websites of the Stock Exchange.
CAN or	Confirmation	of	The Note or advice or intimation sent to each successful Applicant indicating the Equity
Allocation Note		which will be allotted, after approval of Basis of Allotment by the designated Stock
			Exchange.
Client Id			Client Identification Number maintained with one of the Depositories in relation to
			demat account.
Depository			A depository registered with SEBI under the SEBI (Depositories and Participant)
			Regulations, 2018.
Demographic Details		The demographic details of the Applicants such as their Address, PAN, name of the
			applicant father / husband, investor status, occupation and Bank Account details.
Designated Date		The date on which amounts blocked by the SCSBs are transferred from the ASBA
			Accounts, as the case may be, to the Public Issue Account or the Refund Account, as
			appropriate, in terms of the Prospectus, after finalization of the Basis of Allotment in
			consultation with the Designated Stock Exchange, following which the Board of
			Directors may Allot Equity Shares to successful Bidders in the Offer.
Designated Intermediaries		The members of the Syndicate, sub-syndicate / agents, SCSBs, Registered Brokers,
			CDPs and RTAs, who are categorized to collect Application Forms from the Applicant,
			in relation to the Issue.
Depository Participant		A Depository Participant as defined under the Depositories Act, 1996.
DP ID			Depository Participant's Identity Number.
Draft Prospectus		The Draft Prospectus dated June 15th, 2023 issued in accordance with Section 26 and 32
			of the Companies Act filed with the Emerge Platform of NSE under SEBI (ICDR)
			Regulations.
Eligible NRI		NRIs from jurisdictions outside India where it is not unlawful to make an issue or
			invitation under the Issue and in relation to whom the Prospectus constitutes an invitation
			to subscribe to the Equity Shares Allotted herein.
MOU			The MOU dated May 17th, 2023 between our Company and the LM.
Fraudulent Borrower		Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
			Regulations.
Issue Opening Date		The date on which the Issue opens for subscription.
Issue Closing date		The date on which the Issue closes for subscription.
Issue Period			The periods between the Issue Opening Date and the Issue Closing Date inclusive of
			both days and during which prospective Applicants may submit their application.
IPO			Initial Public Offering.
Issue / Issue Size / Public Issue	The Public Issue of 10,84,800 Equity Shares of ₹ 10/- each at ₹ 84/- per Equity Share
			including share premium of ₹ 74/- per Equity Share aggregating to ₹ 911.23 Lakhs out
			of which 54,400 Equity Shares of face value ₹ 10/- each for cash at a price of ₹ 84/- per
			Equity Share aggregating to ₹ 45.70 Lakhs will be reserved for the subscription by the
			Market Maker.
Issue Price			The price at which the Equity Shares are being issued by our Company through this
			Prospectus, being ₹ 84/- (including share premium of ₹ 74/- per Equity Share).
LM / Lead Manager		Lead Manager to the Issue, in this case being Swastika Investmart Limited.
		4

Term			Description
Listing Agreement		Unless the context specifies otherwise, this means the SME Equity Listing Regulation to
			be signed between our company and the EMERGE Platform of National Stock Exchange
			of India Limited ("NSE EMERGE") Limited ("NSE").
Market Maker		The Market Maker to the Issue, in this case being Swastika Investmart Limited.
Net Issue			The Issue (excluding the Market Maker Reservation Portion) of 10,30,400 Equity Shares
			of ₹ 10/- each at ₹ 84/- per Equity Share including share premium of ₹ 74/- per Equity
			Share aggregating to ₹ 865.53 Lakhs by Saroja Pharma Industries India Limited.
NPCI			NPCI, National Payments Corporation of India, a Reserve Bank of India (RBI) initiative,
			is an umbrella organization for all retail payments in India. It has been set up with the
			guidance and support of the Reserve Bank of India (RBI) and Indian Banks Association
			(IBA).
Non Retail	Portion	including	The remaining portion of the Net Issue, after retails portion, being not more than 50% of
Qualified	Institution	Buyers	the Net issue which shall be available for allocation to NRIIs in accordance with the
(NRII)			SEBI ICDR Regulations.
Prospectus			The Prospectus, to be filed with the ROC containing, inter alia, the Issue opening and
			closing dates and other information.
Public Issue Account		An Account of the Company under Section 40 of the Companies Act, 2013 where the
			funds shall be transferred by the SCSBs from bank accounts of the ASBA Investors.
Qualified Institutional Buyers /	The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs			Regulations.
Refund Account		Account opened / to be opened with a SEBI Registered Banker to the Issue from which
			the refunds of the whole or part of the Application Amount, if any, shall be made.
Registrar /Registrar to the Issue	Registrar to the Issue, being KFin Technologies Limited.
Regulations			Unless the context specifies something else, this means the SEBI (Issue of Capital and
			Disclosure Requirement) Regulations, 2018.
Retail Individual	Investors	Individual investors (including HUFs applying through their Karta and Eligible NRI
/(RII)			Bidders) who applies or bids for the Equity Shares of a value of not more than ₹
			2,00,000/-.
Retail Portion		The portion of the Net Issue being not less than 50% of the Net Equity Shares which
			shall be available for allocation to RIIs in accordance with the SEBI ICDR Regulations.
SCSB			A Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers to an
			Issue) Regulations, 1994 and offers the facility of ASBA, including blocking of bank
			account.	A	list	of	all	SCSBs	is	available	at
			https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
			=35.
Emerge Platform of NSE	The Emerge Platform of NSE for listing of equity shares offered under Chapter IX of the
			SEBI (ICDR) Regulations, 2018 which was approved by SEBI as an SME Exchange on
			10th August, 2023.
Sponsor Bank		The Banker to the Offer registered with SEBI and appointed by our Company to act as a
			conduit between the Stock Exchanges and the NPCI in order to push the mandate collect
			requests and / or payment instructions of the Retail Individual Bidders into the UPI and
			carry out other responsibilities, in terms of the UPI Circulars.
Underwriter		Underwriter to the issue is Swastika Investmart Limited.
Underwriting Agreement	The Agreement entered into between the Underwriter and our Company dated May 17th,
			2023.
UPI			Unified payment Interface, which is an instant payment mechanism, developed by NPCI.
UPI Circular		The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
			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, Circular number
			SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
			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/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
			SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars
						5

Term		Description
		or notifications issued by SEBI in this regard and any subsequent circulars or
		notifications issued by SEBI in this regard.
UPI ID		ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request		A request (intimating the Retail Individual Bidder by way of a notification on the Mobile
		App and by way of a SMS directing the Retail Individual Bidder to such Mobile App) to
		the Retail Individual Bidder initiated by the Sponsor Bank to authorize blocking of funds
		on the Mobile App equivalent to Bid Amount and Subsequent debit of funds in case of
		Allotment.
UPI Mechanism		The bidding mechanism that may be used by a RII to make a Bid in the Offer in
		accordance with the UPI Circulars.
UPI PIN		Password to authenticate UPI transactions.
Willful Defaulter		Willful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
Working Days		i. Till Application / Issue closing date:
		All days other than a Saturday, Sunday or a public holiday;
		i. Post Application / Issue closing date and till the Listing of Equity Shares:
		All trading days of stock exchanges excluding Sundays and bank holidays in accordance
		with the SEBI circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
		and the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
		2018.
Technical and Industry Related Terms
Term	Description
DCGI	Drug Controller General of India.
APIs	Active Pharmaceutical Ingredients.
WHO	World Health Organization.
WEO	World Economic Outlook.
IPM	Indian Pharmaceutical Markets.
CDSCO	The Central Drugs Standard Control Organization.
ECA	Essential Commodities Act, 1955.
DPCO	Drugs (Prices Control) Order, 1995.
NPPA	The National Pharmaceutical Pricing Authority.
DC Rule	The Drugs and Cosmetics Rules, 1945.
DPCO	The Drugs (Price Control) Order, 2013.
NLEM	National Pharmaceuticals Pricing Policy, 2012.
FSSAI	The Food Safety and Standards Authority of India.
AIIMS	AIIMS All India Institute of Medical Sciences.
CAGR	CAGR Compound Annual Growth Rate.
DIPP	DIPP Department of Industrial Policy and Promotion.
Conventional and General Terms/ Abbreviations
Term	Description
A/c	Account.
Act or Companies Act	Companies Act, 2013, as amended from time to time.
AGM	Annual General Meeting.
AO	Assessing Officer.
ASBA	Application Supported by Blocked Amount.
AS	Accounting Standards issued by the Institute of Chartered Accountants of India.
AY	Assessment Year.
BG	Bank Guarantee.
CAGR	Compounded Annual Growth Rate.
CAN	Confirmation Allocation Note.
	6

Term	Description
CDSL	Central Depository Services (India) Limited.
CIN	Corporate Identity Number.
CIT	Commissioner of Income Tax.
CRR	Cash Reserve Ratio.
Depositories	NSDL and CDSL.
Depositories Act	The Depositories Act, 1996 as amended from time to time.
Depository	A depository registered with SEBI under the Securities and Exchange Board of India
	(Depositories and Participants) Regulations, 2018, as amended from time to time.
DIN	Director's identification number.
DP/ Depository Participant	A Depository Participant as defined under the Depository Participant Act, 1996.
DP ID	Depository Participant's Identification.
EBIDTA	Earnings Before Interest, Depreciation, Tax and Amortization.
ECS	Electronic Clearing System.
EGM	Extra-ordinary General Meeting.
EPS	Earnings Per Share i.e. profit after tax for a fiscal year divided by the weighted average
	outstanding number of equity shares at the end of that fiscal year.
Financial Year / Fiscal Year /	The period of twelve months ended March 31 of that particular year.
FY
FDI	Foreign Direct Investment.
FDR	Fixed Deposit Receipt
FEMA	Foreign Exchange Management Act, 1999, read with rules and regulations thereunder and
	as amended from time to time.
FEMA Regulations	Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
	Outside India) Regulations, 2000, as amended.
FII	Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional Investors)
	Regulations, 1995, as amended from time to time) registered with SEBI under applicable
	laws in India.
FII Regulations	Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
	1995, as amended.
Fis	Financial Institutions.
FIPB	Foreign Investment Promotion Board.
FVCI	Foreign Venture Capital Investor registered under the Securities and Exchange Board of
	India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to
	time.
GDP	Gross Domestic Product.
GIR Number	General Index Registry Number.
Gov/ Government/GoI	Government of India.
HUF	Hindu Undivided Family.
IFRS	International Financial Reporting Standard.
ICSI	Institute of Company Secretaries of India.
ICAI	Institute of Chartered Accountants of India.
Indian GAAP	Generally Accepted Accounting Principles in India.
I.T. Act	Income Tax Act, 1961, as amended from time to time.
ITAT	Income Tax Appellate Tribunal.
INR/ Rs./ Rupees / ₹	Indian Rupees, the legal currency of the Republic of India.
Ltd.	Limited.
Pvt. Ltd.	Private Limited.
MCA	Ministry of Corporate Affairs.
Merchant Banker	Merchant Banker as defined under the Securities and Exchange Board of India (Merchant
	Bankers) Regulations, 1992 as amended.
MOF	Ministry of Finance, Government of India.
MOU	Memorandum of Understanding.
	7

Term				Description
NA				Not Applicable.
NAV				Net Asset Value.
NEFT				National Electronic Fund Transfer.
NOC				No Objection Certificate.
NR/ Non Residents		Non Resident.
NRE Account			Non Resident External Account.
NRI				Non Resident Indian, is a person resident outside India, as defined under FEMA and the
				FEMA Regulations.
NRO Account			Non Resident Ordinary Account.
NSDL				National Securities Depository Limited.
NTA				Net Tangible Assets.
p.a.				Per annum.
P/E Ratio			Price/ Earnings Ratio.
PAN				Permanent Account Number allotted under the Income Tax Act, 1961, as amended from
				time to time.
PAT				Profit After Tax.
PBT				Profit Before Tax.
PIO				Person of Indian Origin.
PLR				Prime Lending Rate.
R & D				Research and Development.
RBI				Reserve Bank of India.
RBI Act			Reserve Bank of India Act, 1934, as amended from time to time.
RoNW				Return on Net Worth.
RTGS				Real Time Gross Settlement.
SAT				Security appellate Tribunal.
SCRA				Securities Contracts (Regulation) Act, 1956, as amended from time to time.
SCRR				Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SCSBs				Self-Certified Syndicate Banks.
SEBI				The Securities and Exchange Board of India constituted under the SEBI Act, 1992.
SEBI Act			Securities and Exchange Board of India Act 1992, as amended from time to time.
SEBI	Insider	Trading		SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time,
Regulations			including instructions and clarifications issued by SEBI from time to time.
SEBI	ICDR	Regulations	/	Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
ICDR	Regulations / SEBI	Regulations, 2018, as amended from time to time.
ICDR / ICDR
SEBI Takeover Regulations		Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
				Regulations, 2011, as amended from time to time.
SEBI Rules and Regulations		SEBI (ICDR) Regulations, 2018, SEBI (Underwriters) Regulations, 1993, as amended,
				the SEBI (Merchant Bankers) Regulations, 1992, as amended, and any and all other
				relevant rules, regulations, guidelines, which SEBI may issue from time to time, including
				instructions and clarifications issued by it from time to time.
Sec.				Section.
Securities Act			The U.S. Securities Act of 1933, as amended.
S&P BSE SENSEX		S&P Bombay Stock Exchange Sensitive Index.
SICA				Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time.
SME				Small and Medium Enterprises.
Stamp Act			The Indian Stamp Act, 1899, as amended from time to time.
State Government		The Government of a State of India.
Stock Exchanges		Unless the context requires otherwise, refers to, the NSE Emerge.
STT				Securities Transaction Tax.
TDS				Tax Deducted at Source.
TIN				Tax payer Identification Number.
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