Vijaypd Ceutical Ltd

Vijaypd Ceutical Ltd Management Discussions

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Apr 13, 2026|05:30:00 AM

Vijaypd Ceutical Ltd Share Price Management Discussions

OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the Fiscal Years 2025, 2024, and 2023 is based on, and should be read in conjunction with, our Restated Financial Statements, including the schedules, notes and significant accounting policies thereto, included in the chapter titled “Restated Financial Statements ” beginning on page 199 of this Draf Prospectus. Our Restated Financial Statements have been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in this Draft Prospectus. You should also read the section titled “Risk Factors” beginning on page 31 ofthis Draft Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelvemonth period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Vijaypd Ceutical Limited, our Company. Unless otherwise indicated, financial information included herein are based on our “Restated Financial Statements” for the period ended September 30, 2024 and Fiscal Years 2024, 2023, and 2022 included in this Draft Prospectus beginning on page 199 of this Draft Prospectus.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Report on Pharmaceutical Sector” dated December 2024 prepared and issued by Dun & Bradstreet (“D&B”), appointed by us on November 11, 2024, and exclusively commissioned and paid for by us in connection with the Issue (“D&B Report”). D&B is an independent agency which has no relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. The data included herein includes excerpts from the D&B Report and may have been reordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the D&B Report is available on the website of our Company at www.viiaypdceutical.com until the Issue Closing Date. For more information, see “Risk Factors No. 41 Certain sections of this Draft Prospectus disclose information from the D&B Report which has been commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks” on page 31.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be “Forward Looking Statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

Business Overview

We are engaged in the business of distribution and supply within the pharmaceutical and consumer goods sectors, offering a comprehensive range of services. Our roles include being representatives, dealers, agents, stockists, suppliers, traders, and packers. We offer a wide range of products serving both the pharmaceutical and wellness industries, as well as the fast moving consumer goods (FMCG) market. Our pharmaceutical and wellness product range includes medicines such as injections, tablets, capsules, ointments, suppositories, ophthalmic preparations, and liquid oral formulations. We also supply vitamins, hormones, enzymes, wellness tonics, serums, and diagnostic test kits. In the FMCG segment, we provide personal care and toiletry products, including soaps, sanitizers, and baby care items. Additionally, we deal in ayurvedic products, cosmetics, food products, dental products, and crude drugs.

Our Company Vijaypd Ceutical Limited was originally incorporated as M/s. Vijay Pharma, as a partnership firm, in the year 1971 before being converted into a public limited company. Further our Company has acquired the running business of M/s. P.D. Doshi, a Partnership firm on going concern basis vide Business Transfer Agreement dated April 1, 2024 entered by and between M/s. P.D. Doshi, Partnership firm and our company.

A pharmaceutical supply chain consists of various stages, ranging from manufacturing to distribution and the delivery of medicines and vaccines to consumers. This supply chain encompasses several processes such as drug distribution, inventory management, pharmaceutical logistics, and overall supply chain management. In addition to these processes, it involves multiple entities, including manufacturers, suppliers, distributors, logistics partners, shippers and pharmaceutical retailers.

Our company as a distributor of pharmaceutical products, known for leveraging advanced technology to deliver comprehensive healthcare solutions to pharmacies, nursing homes, and clinics across Western Suburban Mumbai, South Mumbai, Ratnagiri, Aurangabad and Akola. We operate three distribution warehouses located across Mumbai, ensuring timely and efficient deliveries. As of March 31, 2025, our customer base includes over 2,109 pharmacies, clinics, and nursing homes across four districts, covering 20 locations. Our distribution network is supported by connecting with more than 170 healthcare product manufacturers, granting us access to a diverse range of over 19,000 product stockkeeping units (“SKUs”). This extensive product portfolio enables us to meet the evolving needs of our customers while maintaining the standards of quality and reliability in pharmaceutical supply.

We provide quality products from trusted manufacturers and suppliers. Our diverse portfolio allows us to cater to a broad range of needs across the healthcare, wellness, and consumer goods sectors. We add value to healthcare product manufacturers by providing them with greater reach and accessibility to pharmacies, hospitals, and clinics. Our robust last mile delivery infrastructure and good relationships with healthcare providers enable manufacturers to make their products available to a wide range of customers, pharmacies, hospitals, and clinics through our distribution infrastructures.

Our company offers a comprehensive suite of services designed to ensure the effective and efficient delivery of pharmaceutical products. We manage the timely and safe distribution of medications to pharmacies, nursing homes, clinics, and other healthcare providers, supported by efficient inventory management systems that prevent shortages. Our logistics and supply chain management include coordinating the transportation of products under controlled conditions and providing secure, temperaturecontrolled warehousing for sensitive items. We handle all aspects of order fulfilment, from processing and packaging to delivery of product, while adhering to strict regulatory standards. Our commitment to regulatory compliance is reflected in our meticulous documentation and adherence to industry regulations. We also prioritize quality control through thorough product inspections and effective management of returns, recalls and expiry. Our customer support team offers expert consultation and technical assistance to resolve any issues related to product delivery. Additionally, we work closely with manufacturers and suppliers to optimize the supply chain, forecast demand, and offer services, such as cold chain management and customized solutions. Through these services, we ensure that pharmaceutical products are delivered safely, efficiently, and in full compliance with all relevant regulations, ultimately supporting the healthcare supply chain.

Our Company as a pharmaceutical distributor, we hold certifications from the Food and Drug Administration (“FDA”), the Food Safety and Standards Authority of India (“FSSAI”), and the competent authorities of the Brihanmumbai Municipal Corporation (“BMC”). These certifications help maintain the integrity of pharmaceutical products throughout storage, handling, and transportation, while also enhancing operational efficiency and quality control. Compliance with these standards minimizes legal risks and liabilities, builds trust with manufacturers and healthcare providers, and facilitates access to broader markets. These approvals ensure our adherence to stringent safety, efficacy, and quality standards, further affirming our commitment to upholding the highest standards in pharmaceutical distribution.

Our Company is positioning itself to expand its market presence by diversifying into the manufacturing of active pharmaceutical ingredient (“APIs”) which serves as a raw material for pharmaceutical formulations in preparation of various type of Finished Dosage Formula (“FDF”) such as tablet, capsules, ointment, syrup etc, and excipients. Excipients are nonactive ingredients used in drug formulations alongside the active pharmaceutical ingredient (“APIs”). These excipients play critical role in the pharmaceutical industry as they facilitate the drugs formulation, improve stability, enhance bioavailability, and ensure proper absorption of formulation.

This experienced leadership has been a driving force behind our comprehensive business growth. Each member of our senior management team brings significant expertise to our operations. Our Promoters, Narendra Nagindas Shah, Samit Madhukar Shah, Bhavin Dhirendra Shah and Rahul Jitendra Shah, who collectively possess more than a six decades of experience in the pharmaceuticals distribution industry, respectively. Their vision and growth strategies influence our company, enabling us to anticipate, guide, manage, develop, and control major aspects of our business operations, as well as leverage customer relationships His vision and growth strategies are instrumental in guiding the company, enabling us to anticipate, guide, manage, and develop key aspects of our business operations. They also help us leverage management and financial aspects of the company.

The experienced leadership has been a driving force behind our comprehensive business growth. Each member of our senior management team brings significant expertise to our operations. Our Promoters Narendra Nagindas Shah, Samit Madhukar Shah, Bhavin Dhirendra Shah, and Rahul Jitendra Shah collectively possess over six decades of experience in the pharmaceutical distribution industry. Their combined vision and strategic direction play a pivotal role in shaping our companys trajectory. They enable us to anticipate market trends, manage and develop key aspects of our business operations, and strengthen customer relationships. Additionally, their leadership helps us effectively oversee both management and financial aspects of the organization.

For a detailed overview of our management team and our promoters, please refer to the chapters titled “Our Management” and “Our Promoter and Promoter Group” on pages 177 and 191 of this Draft Prospectus. We attribute our success to their sustained efforts in process improvements and expanding our operational scale. We believe that the combined experience and industry insight of our management team, along with their expertise in regulatory affairs, sales, marketing, and finance, position us to capitalize on both current and future market opportunities.

Over the past three Fiscals, our business has grown significantly, as evidenced by the following operational and financial performance metrics for the specified periods.

As per Restated Financial Statements

(€ in Lakhs, otherwise mentioned)

Key Financial Performance	March 31, 2025	March 31, 2024	March 31, 2023
Financial KPIs
Revenue from Operations ⁽¹⁾	11,709.79	5,920.93	5,109.39
EBITDA ⁽²⁾	859.12	486.99	131.66
EBITDA Margin (%) ⁽³⁾	7.34%	8.22%	2.58%
PAT ⁽⁴⁾	479.55	165.02	18.16
PAT Margin (%) ⁽⁵⁾	4.10%	2.79%	0.36%
Return on equity (%) ⁽⁶⁾	24.74%	28.64%	3.96%
DebtEquity Ratio (times) ⁽⁷⁾	0.68	3.71	5.18
Current Ratio (times) ⁽⁸⁾	1.90	1.16	0.57
Return on capital employed (%) ⁽⁹⁾	17.30%	14.61%	8.90%
Net fixed asset turnover ratio (times) ⁽¹⁰⁾	25.27	24.37	18.72
Operational KPIs
Number of customers ⁽¹¹⁾	2,109	1,295	1,205

As certified by M/s. JD Shah & Associates, Chartered Accountants, by way of their certificate dated June 30, 2025.

Note:

(1) Revenue from operation means revenue from sales and other operating revenues

(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses Other Income

(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations

(4) PAT is calculated as Profit before tax Tax Expenses

(5) PAT Margin is calculated as PATfor the year divided by revenue from operations

(6) Return on Equity is ratio ofProfit after Tax and Average Shareholder fund

(7) Debt to Equity ratio is calculated as LongTerm Debt + Short Term Debt divided by equity

(8) Current Ratio is calculated by dividing Current Assets to Current Liabilities

(9) Return on capital employed is calculated by profit before tax + finance cost divided by Shareholders funds + Long Term Borrowings + Short Term Borrowings + Deferred Tax Liabilities (Net) Intangible assets Intangible Assets under development

(10) Net Fixed Asset Turnover ratio is calculated Sale ofproducts divided by tangible fixed assets

(11) Number of customers served means customers for the respective period/year. Such number of customers may consist of common parties in all of the respective period/year.

Significant Developments After March 31, 2025 that may affect our future results of operations

Except as discussed below and elsewhere in this Draft Prospectus, in the opinion of the Board of Directors of our Company, since the date of the stub period as disclosed in this Draft Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

1. Pursuant to Board resolution passed at meeting of Board of Directors dated June 20, 2025, and pursuant to resolution

passed at EOGM dated June 21, 2025, the member of our Company approved proposal to raise funds through initial

public offering.

Statement of Significant Accounting Policies

The notes to the Restated Summary Statements included in this Draft Prospectus contain a summary of our significant

accounting policies. For details relating to our significant accounting policies, see Significant Accounting Policies Notes

2 Restated Financial Information” beginning on page 199 of the Draft Prospectus.

Basis of Measurement and Basis of Preparation of our Restated Financial Statements

The restated financial information has been prepared and presented under historical cost convention on the accrual basis of accounting in accordance with the Generally Accepted Accounting Principles in India (“GAAP”) and comply with the mandatory Accounting Standards (“AS”) specified under section 133 of the Companies Act 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act 2013 (‘the Act). The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles in India.

The financial statements have been prepared on a historical cost convention and accrual basis. The financial statements have been prepared on a going concern basis and the accounting policies are applied consistently to all the periods presented in the financial statement.

All assets and liabilities have been classified as current or noncurrent as per the Companys normal operating cycle (twelve months) and other criteria set out in Division I of Schedule III to the Act.

The restated financial information has been prepared by the management to comply in all material respects with the requirements of:

a) Section 26 of Part I of Chapter III of the Act, 2013;

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended (the “Guidance Note”).

Functional and Presentation Currency

The financial statements are presented in the currency INR, which is the functional and presentation currency of the Company.

Rounding of Amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest Lakhs as per the requirement of Schedule III, unless otherwise stated.

Segment Reporting

The Company at present is engaged in the business of distribution and supply within the pharmaceutical and consumer goods sectors, which constitutes a single business segment. In view of above, primary and secondary reporting disclosures for business/ geographical segment as envisaged in AS 17 is not applicable to the Company.

Principle Components of our Restated Statement of Assets & Liabilities

Fiscal 2025 Compared with Fiscal 2024:

Particulars	For the year ended March 31,	Increase/ (Decrease)
	2025	2024	Amount	%
Liabilities
LongTerm Borrowings	42.52	78.78	(36.26)	(46.03%)
ShortTerm Borrowings	2,134.77	2,365.96	(231.19)	(9.77%)
Trade Payables	209.42	73.10	136.32	186.47%
Assets
Noncurrent investments	25.00	15.00	10.00	66.67%
Longterm loans and advances	188.27	76.77	111.50	145.22%
Inventories	1,153.66	411.30	742.36	180.49%
Trade Receivables	2,379.75	1,110.51	1,269.24	114.29%
Shortterm loans and advances	775.81	71.87	703.94	979.51%

LongTerm Borrowings

Longterm borrowings decreased by ?36.26 lakhs i.e. 46.03%, from ?78.78 lakhs in fiscal 2024 to ?42.52 lakhs in fiscal 2025. This decline is primarily due to the reclassification of the current maturities of longterm borrowings amounts due within the next 12 months under shortterm borrowings, in accordance with standard accounting practices.

ShortTerm Borrowings

Shortterm borrowings decreased by ?231.19 lakhs i.e. 9.77%, from ?2,365.96 lakhs in fiscal 2024 to ?2,134.77 lakhs in fiscal 2025. This decline is primarily due to company has repaid the loan from related parties of ^1,451.89 lakhs and had made incremental borrowings of ^1,166 lakhs from the bank during fiscal 2025.

Trade Payable

Trade payables increased by ?136.32 lakhs i.e. 186.47%, rising from ?73.10 lakhs in fiscal 2024 to ?209.42 lakhs in fiscal 2025. The increase is primarily aligned with the growth in revenue from operations. Although trade payables have increased, there has been a reduction in trade payable days from 9 days in fiscal 2024 to 5 days in fiscal 2025. This reduction is mainly attributable to the following reasons:

1. Advance Payments to Suppliers: In the pharmaceutical industry, it is common for suppliers to dispatch stock only upon receipt of advance payment. Only a few suppliers offer minimal credit lines.

2. Incentives for Advance Payments: Suppliers often provide quantity discounts or free units as incentives for advance payments, encouraging companies to settle dues upfront.

3. Stringent Payment Policies: Recently, the industry has adopted stricter policies, including charging interest on delayed payments to suppliers, further discouraging deferred settlements.

4. Improved Profit Margins: By adhering to these practices, the company benefits from free samples and quantity discounts, thereby enhancing its profit margins.

Calculation for trade payable days

(Z in lakhs)

Particulars	For year ended March 31,
	2025	2024
Purchases of Stock in Trade	10,629.53	5,214.75
Changes in inventories of finished goods, workinprogress and stockintrade	(742.36)	(16.42)
Cost of material sold	9,887.17	5,198.33
Trade Payables	209.42	73.10
Average Trade Payables	142.26	135.09
Trade Payables Days	5	9

Noncurrent Investment

Noncurrent investment includes investments by company in the unquoted shares. The investment increased by ?10.00 lakhs i.e. 66.67%, rising from ?15.00 lakhs in fiscal 2024 to ?25.00 lakhs in fiscal 2025.

Longterm loans and advances

Longterm loans and advances increased by ^111.50 lakhs i.e. 145.22%, rising from ?76.77 lakhs in fiscal 2024 to ?188.27 lakhs in fiscal 2025. This increase is primarily due to increase in employee advances from ?76.77 lakhs in fiscal 2024 to ?188.27 lakhs in fiscal 2025.

Inventories

The inventory of stockintrade increased by ?742.36 lakhs, from ^411.30 lakhs in fiscal 2024 to ?1,153.66 lakhs in fiscal 2025. This increase is primarily attributed to the companys strategy of maintaining a diverse inventory to cater to the varied demands of its customers coupled with increase in customer and supplier base. Additionally, the company has expanded its product portfolio to further support this demand.

Trade receivables had increased by ?1,269.24 lakhs i.e. 114.29%, rising from ?1,110.51 lakhs in fiscal 2024 to ?2,379.75 lakhs in fiscal 2025. This increase is primarily aligned with the growth in the revenue from operation as it has grown at 97.77%.

Shortterm loans and advances

Shortterm loans and advances increased by ?703.94 lakhs i.e. 979.51%, rising from ?71.87 lakhs in fiscal 2024 to ?775.81 lakhs in fiscal 2025. This increase is primarily due to increase in GST receivables by ?44.03 lakhs, advance to suppliers by ?500.06 lakhs and related parties by ?158.47 lakhs in fiscal 2025.

Fiscal 2024 Compared with Fiscal 2023:

For the year ended March 31^st,		Increase/ (Decrease)
2024	2023	Amount	%
Liabilities
LongTerm Borrowings	78.78	78.14	0.64	0.82%
ShortTerm Borrowings	2,365.96	2,478.24	(112.28)	(4.53%)
Trade Payables	73.10	197.08	(123.98)	(62.91%)

Assets
Noncurrent investments	15.00	16.16	(1.16)	(7.15%)
Longterm loans and advances	76.77	1,458.35	(1,381.58)	(94.74%)
Inventories	411.30	394.88	16.42	4.16%
Trade Receivables	1,110.51	873.82	236.69	27.09%
Shortterm loans and advances	71.87	250.34	(178.48)	(71.29%)

LongTerm Borrowings

Longterm borrowings increased by ?0.64 lakhs i.e. 0.82%, from ?78.14 lakhs in fiscal 2023 to ?78.78 lakhs in fiscal 2024. This rise is in line with the growth in the company.

ShortTerm Borrowings

Shortterm borrowings decreased by ^ 112.28 lakhs i.e. 4.53%, from ?2,478.24 lakhs in fiscal 2023 to ?2,365.96 lakhs in fiscal 2024. This decline is primarily due to company has repaid the loans repayable on demand from others of ?1,277.90 lakhs and was offset by the incremental borrowings of ?878.98 lakhs from the related parties in fiscal 2024.

Trade Payable

Trade payables decreased by ?123.98 lakhs i.e. 62.91%, declined from ?197.08 lakhs in fiscal 2023 to ?73.10 lakhs in fiscal 2024. The decrease is primarily due to a reduction in trade payable days from 13 days in fiscal 2023 to 9 days in fiscal 2024. This reduction is mainly attributable to the following reasons:

1. Advance Payments to Suppliers: In the pharmaceutical industry, it is common for suppliers to dispatch stock only upon receipt of advance payment. Only a few suppliers offer minimal credit lines.

2. Incentives for Advance Payments: Suppliers often provide quantity discounts or free units as incentives for advance payments, encouraging companies to settle dues upfront.

3. Improved Profit Margins: By adhering to these practices, the company benefits from free samples and quantity discounts, thereby enhancing its profit margins.

Calculation for trade payable days

(Z in lakhs)

Particulars	For the year ended March 31,
	2024	2023
Purchases of Stock in Trade	5,214.75	4,652.73

Particulars	For the year ended March 31,
	2024	2023
Changes in inventories of finished goods, workinprogress and stockintrade	(16.42)	3.48
Cost of material sold	5,198.33	4,656.21
Trade Payables	73.10	197.08
Average Trade Payables	135.09	169.70
Trade Payables Days	9	13

Noncurrent Investment

Noncurrent investment includes investments by company in the unquoted shares. The investment decreased by ?1.16 lakhs i.e. 7.15%, reduced from ?16.16 lakhs in fiscal 2023 to ?15.00 lakhs in fiscal 2024 due to sale of the unquoted shares.

Longterm loans and advances

Longterm loans and advances decreased by ^1,38.58 lakhs i.e. 94.74%, reduced from ?1,458.35 lakhs in fiscal 2023 to ?76.77 lakhs in fiscal 2024. This decrease is primarily due to realisation of loans of ?1,388.89 lakhs in fiscal 2024.

Inventories

The companys stockintrade increased by ?16.42 lakhs, from ?394.88 lakhs in fiscal 2023 to ^411.30 lakhs in fiscal 2024. Despite this increase, the number of inventory days remained stable, with only a slight decrease from 31 days in fiscal 2023 to 29 days in fiscal 2024. This suggests that the company has effectively maintained an optimal inventory level to ensure a seamless supply chain without overstocking.

Trade Receivables

Trade receivables had increased by ?236.69 lakhs i.e. 27.09%, rising from ?873.82 lakhs in fiscal 2023 to ?1,110.51 lakhs in fiscal 2024. This increase is in trade receivable is in line with the revenue from operations. As the trade receivable days has remained constant at 6061 days in fiscal 2024 as it was in fiscal 2023. primarily due to company had extended credit to its customer from 58 days in fiscal 2023 to 61 days in fiscal 2024. The summary is as follows:

(Z in lakhs)

For the year ended March 31,
2024	2023
Revenue from operations	5,920.93	> 5,109.39
Trade receivables	1,110.51	873.82

Average trade receivables	992.16	836.79
Trade Receivables Days	61	60

Shortterm loans and advances

Shortterm loans and advances decreased by ?178.48 lakhs i.e. 71.29%, reduced from ?250.34 lakhs in fiscal 2023 to ?71.87 lakhs in fiscal 2024. This decrease is primarily due to realisation of the advances from related parties of ?205.52 lakhs and was offset by increase in advances to suppliers by ^21.01 lakhs and GST receivable by ?7.32 lakhs.

Overview of Our Results of Operations Based on our Restated Financial Statements

The following table sets forth certain information with respect to our revenue, expenditures and profits, the periods indicated based on our Restated Financial Statements:

Revenue from operations

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of our Company for the financial years ended on 2025, 2024 and 2023:

(Z in lakhs)

For the year ended March 31,
2025	% of Total Revenue	2024	% of Total Revenue	2023	% of Total Revenue
Revenue:
Revenue from Operations	11,709.79	99.34%	5,920.93	99.98%	5,109.39	96.55%
Other income	77.52	0.66%	1.12	0.02%	182.33	3.45%
Total revenue	11,787.31	100.00%	5,922.06	100.00%	5,291.72	100.00%

Expenses:
Purchase of Stock in Trade	10,629.53	90.18%	5,214.75	88.06%	4,652.73	87.92%
Change in inventories of Stockintrade	(742.36)	(6.30%)	(16.42)	(0.28%)	3.48	0.07%
Employees Benefit Expenses	200.34	1.70%	90.83	1.53%	98.06	1.85%
Finance costs	215.30	1.83%	175.69	2.97%	235.77	4.46%
Depreciation and Amortization	69.15	0.59%	34.55	0.58%	42.70	0.81%
Other expenses	763.16	6.47%	144.77	2.44%	223.46	4.22%
Total Expenses	11,135.12	94.47%	5,644.18	95.31%	5,256.20	99.33%

Profit before tax	652.19	5.53%	277.87	4.69%	35.53	0.67%

Tax expense:
Current tax	168.87	1.43%	108.42	1.83%	20.18	0.38%
Net adjustments related to earlier years	1.99	0.02%
Deferred tax	1.79	0.02%	4.43	0.07%	(2.82)	(0.05%)
Net total tax expenses	172.64	1.46%	112.85	1.91%	17.37	0.33%

Profit after tax	479.55	4.07%	165.02	2.79%	18.16	0.34%

Revenue Recognition

Revenue from sale of goods is recognised when control and significant risks and rewards of ownership of the products being sold is transferred to the customer. This is generally fulfilled at the time of dispatch, delivery or upon formal customer acceptance depending on customer terms. Revenue is measured on the basis of contracted price, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government such as goods and services tax, etc. Previous experience is used to estimate the provision for such discounts and rebates. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur. Income from services rendered is recognised based on agreements/arrangements with the customers as the service is performed and there are no unfulfilled obligations.

Interest income is recognized on accrual basis, adopting a time proportion method, taking into account the amount outstanding and the rate applicable. Dividend income on investments is accounted for when the right to receive the income is established. Export incentives are recognised on accrual basis to the extent the management is certain of the income.

Factors Affecting Our Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors” beginning on page 31 of this Draft Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Disruption in our business process.

Our ability to successfully implement our strategy, growth, expansion, and technological changes.

Inability to accurately manage our inventory, which may adversely affect our goodwill, financial condition, and results of operations.

Increased competition in the pharmaceutical distribution sector in India, including as a result of the consolidation of our competitors.

Failure to acquire new customers or do so in a costeffective manner, which may impact revenue growth or profitability.

Delays, modifications, or cancellations of orders placed by customers, which may have an adverse effect on our business.

Any slowdown or shutdown in our proposed manufacturing operations.

Delay in placing orders for the purchase of plant and machinery.

Return of our products by customers due to issues like expired, unsafe, defective, ineffective, or counterfeit products, and product spoilage, breakage, and damage during transportation or storage, potentially leading to product liability claims.

Changes in laws and regulations applicable to pharmaceutical distributors in India, particularly those affecting price control or selling policies.

Working capital intensity of our business. If we experience insufficient cash flow or are unable to borrow to meet working capital requirements, it may adversely affect our operations.

Inability to attract, retain, and manage skilled employees, as well as transition management.

Inability to protect our intellectual property rights or the risk of infringing upon the intellectual property rights of others.

Failure to respond to technological changes.

Failure to comply with regulations prescribed by authorities in the jurisdictions where we operate.

General economic and business conditions in the markets in which we operate and in the local, regional, and national economies.

Inability to manage business, legal, regulatory, economic, social, and political risks associated with our operations.

Recession in the market.

Changes in laws and regulations affecting the industries in which we operate.

Lack of infrastructure facilities impacting our business.

Failure to adapt to changing technology in our industry, potentially harming our financial condition.

Failure to obtain necessary approvals, licenses, registrations, and permits in a timely manner.

Changes in political and social conditions in India or other countries we may enter, including changes in monetary and interest rate policies, inflation, or deflation.

Occurrence of natural disasters or calamities affecting the areas in which we operate.

Conflicts of interest with affiliated companies, the promoter group, and other related parties.

The performance of financial markets in India and globally.

Adverse outcomes in legal proceedings.

Inability to expand our geographical area of operation.

Concentration of ownership among our promoters.

Key Components of Companys Profit and Loss Statement

Revenue from operations: Revenue from operations mainly consists Sales of goods/products.

Other Income: Other Income includes interest income on loans, tax refunds, bank deposits and rent income.

Expenses: Companys expenses consist of Purchase of stock in trade, change in inventories of stockintrade, Employee Benefit Expenses, Finance Cost, Depreciation Expenses, Other Expenses and tax expenses.

Purchase of Stock in trade: Purchase of Stock in trade includes purchase of trading goods/products

Changes in inventories of stock in trade: This includes the change in the stock of the goods in trade.

Employee Benefits Expense: Employee benefit expenses include Salaries and Wages & Contribution to Statutory Funds.

Finance Cost: Finance Cost includes Interest paid on borrowings & Bank Charges, interest on late payment of taxes and interest on partners capital.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per the rates set forth in the Companies Act, 2013/ Companies Act, 1956, as applicable.

Other Expenses: Other expenses include Electricity, power and fuel, Rent Expenses, Repairs and maintenance, insurance expenses, Professional and consultancy charges, sales return of expired products, office administration expenses etc.

Comparison of our results of operations for the years ended March 31, 2025 and 2024

Revenue from Operation

Revenue from operations for the fiscal March 31, 2025, amounted to ?11,709.79 lakhs, representing 97.77% of the Total Revenue. This significant contribution is primarily attributed to the synergy effects realized from the acquisition of the partnership firm, which occurred during the fiscal March 31, 2025. The synergy manifested in the following ways:

1. The acquisition resulted in an expanded customer base, with the total number of customers increasing to 2,109 as of March 31, 2025, compared to 1,295 customers in the fiscal year 2024.

2. The acquisition resulted in a significant expansion of the companys supplier network, which played a key role in broadening its product portfolio for the fiscal March 31, 2025. The number of suppliers increased by 129.73%, rising from 74 suppliers in Fiscal 2024 to 170 suppliers during the fiscal March 31, 2025. This growth in the supplier base highlights the companys ability to enhance its supply chain capabilities and diversify the range of goods available for trading.

As a result, the company was able to achieve the revenue growth of 97.77% in fiscal 2025.

Other Income

Other Income includes interest income, rent income, miscellaneous income, and reversal of gratuity, increased significantly by ?76.40 lakhs, from ?1.12 lakhs in Fiscal 2024 to ?77.52 lakhs in Fiscal 2025. The sharp rise is primarily attributable to interest income of ?73.65 lakhs recognized on delayed payments received from debtors, in line with prevailing industry practices. Additionally, rent income increased by ?0.48 lakhs, miscellaneous income by ?0.07 lakhs, and reversal of gratuity by ?2.20 lakhs during Fiscal 2025.

Purchase of Stock in trade

Purchase of stock in trade had increased by 103.84% from ?5,214.75 lakhs in Fiscal 2024 to ?10,629.53 lakhs in Fiscal 2025. This increase in stock purchases is directly aligned with the growth in revenue from operations.

Change in inventory of Stock in Trade

The inventory of stockintrade increased by ?742.36 lakhs, from ?411.30 lakhs in fiscal 2024 to ?1,153.66 lakhs in fiscal 2025. This increase is primarily attributed to the companys strategy of maintaining a diverse inventory to cater to the varied demands of its customers coupled with increase in customer and supplier base. Additionally, the company has expanded its product portfolio to further support this demand.

Employee benefit expenses, which include salaries and wages, contributions to provident and other funds, Staff welfare expenses. It had increased by 120.56% from ?90.83 lakhs in Fiscal 2024 to ?200.34 lakhs in Fiscal 2025. This was primarily increased due to increase in salaries and wages by ?106.95 lakhs and contribution to employee funds by ?5.06 lakhs in fiscal 2025.

Finance Cost

Finance Cost, which includes interest on borrowings, bank charges/loan processing fees, and interest expense on late payment of taxes, increased by ?39.61 lakhs, from ?175.69 lakhs in Fiscal 2024 to ?215.30 lakhs in Fiscal 2025. This increase was primarily driven by a rise in interest on borrowings by ^12.38 lakhs and an increase in bank charges and loan processing fees by ?25.69 lakhs.

Depreciation and Amortization Expenses

Depreciation increased by 100.12%, from ?34.55 lakhs in Fiscal 2024 to ?69.15 lakhs in Fiscal 2025. The significant rise is primarily due to the addition of fixed assets amounting to ?205.67 lakhs from the acquired firm, along with further capital expenditure of ?63.88 lakhs on new fixed asset purchases during Fiscal 2025.

Other Expenses

Other expenses had increased by 427.14% from ?144.77 lakhs in Fiscal 2024 to ?763.16 lakhs in Fiscal 2025. This increase was mainly due to increase in electricity, power and fuel by ?8.74 lakhs, repairs and maintenance by ?6.30 lakhs, rates and taxes by ?1.64 lakhs, directors fees and commission by ?0.40 lakhs, professional and consultancy charges by ?22.73 lakhs, payment to auditors by ?3.38 lakhs, printing and stationery by ?7.44 lakhs, telephone and internet by ?0.37 lakhs, travelling expenses by ?1.38 lakhs, selling and distribution expenses by ?8.09 lakhs, commission and brokerage by ?2.96 lakhs, donations and charity by ?2.71 lakhs, discount by ?5.18 lakhs and sales return of expired products by ?581.21 lakhs. These were offset by decrease in rent expenses by ?0.96 lakhs, insurance expenses by ?1.21 lakhs, office and administration by ?3.33 lakhs, conveyance expenses by ?3.04 lakhs, ROC expenses by ?13.95 lakhs and loss on sale or disposal of property, plant and equipment [net] by ?1.28 lakhs.

Tax Expenses

The Companys tax expenses had increased by ?59.79 lakhs from 12.85 lakhs in the Fiscal 2024 to ?172.64 lakhs in

Fiscal 2025. This was primarily due to increase in current tax expenses during the year which got increased from ? 108.42 Lakhs in the Fiscal 2024 to ?168.87 lakhs in the Fiscal 2025.

Profit after Tax

After accounting for taxes at the applicable rates, the Company reported a net profit of ?479.55 lakhs in Fiscal 2025, compared to ?165.02 lakhs in Fiscal 2024. This translates to an increase in net profit margin from 2.79% in Fiscal 2024 to 4.10% in Fiscal 2025.

The improvement in profit margin is primarily attributable to a reduction in the cost of goods sold (COGS) as a percentage of revenue from operations, which decreased by 3.36%, from 87.80% in Fiscal 2024 to 84.44% in Fiscal 2025. Additionally, finance cost as a percentage of revenue from operations also declined by 1.13%, from 2.97% in Fiscal 2024 to 1.84% in Fiscal 2025, further contributing to the enhanced profitability. The summary is as follows:

Fiscal 2025		Fiscal 2024
Amt (in Lakhs)	% of Revenue from operation	Amt (in Lakhs)	% of Revenue from operation
Revenue from operation (A)	11,709.79		5,920.93
Purchases of Stock in Trade	10,629.53		5,214.75
Changes in inventories	(742.36)		(16.42)
Cost of goods sold (B)	9,887.17	84.44%	5,198.33	87.80%	(3.36%)
Finance Cost	215.30	1.84%	175.69	2.97%	(1.13%)
PAT & Margin	479.55	4.10%	165.02	2.79%	1.31%

Comparison of our results of operations for the years ended March 31, 2024 and 2023

Revenue from Operation

Revenue from Operation Revenue from operations increased by 15.88%, rising from ?5,109.39 lakhs in fiscal 2023 to ?5,920.93 lakhs in fiscal 2024. This growth in revenue was driven by the following factors:

The company specializes in branded generic medicines, and during fiscal 2024, a reduction in their prices made them more affordable to consumers who previously purchased generic alternatives. This shift in customer preference from generic to branded generic medicines significantly boosted demand for the companys products portfolio. As a result, the customer base grew from 1,205 in fiscal 2023 to 1,295 in fiscal 2024, contributing to the increase in revenue. Also supported by an increase in customer base in FY 20222023.

The pharmaceutical industry experiences varied demand for medicines, often requiring a robust stock and a diverse supplier network to meet customer needs. To address this, the company expanded its supplier base from 65 to 74 in fiscal 2024, enabling it to offer a wider range of medicines, including rare and specialized products. This expansion in supplier relationships helped improve sales with a better diverse product portfolio and better serve customers demand.

Other Income

Other income had decreased by 99.38% from ?182.33 lakhs in Fiscal 2023 to ?1.12 lakhs in Fiscal 2024 due to decrease in interest income on loan. The company s interest income in the Fiscal 2023 was ?181.16 lakhs which decreased in the Fiscal 2024 to NIL. The company had recovered the amount outstanding of Rs 1381.56 in FY 20232024.

Purchase of Stock in trade

Purchase of stock in trade had increased by 12.08% from ? 4652.73 lakhs in Fiscal 2023 to ?5214.75 lakhs in Fiscal 2024. This increase in stock purchases is directly aligned with the growth in revenue from operations.

Change in inventory of Stock in Trade

The inventories had increased by ?16.42 lakhs from ?394.88 lakhs in fiscal 2023 to ^411.30 lakhs in Fiscal 2024. This increase is primarily attributed to the companys strategy of maintaining a diverse inventory, increase in supplier to cater to the varied demands of its customers. Additionally, the company has expanded its product portfolio to further support this demand.

Employee Benefit Expenses

Employee benefit expenses had decreased by 7.37% from ? 98.06 lakhs in Fiscal 2023 to ? 90.83 lakhs in Fiscal 2024. Finance Cost

Finance costs decreased by 25.48%, from ?235.77 lakhs in fiscal 2023 to ?175.69 lakhs in fiscal 2024. This reduction was primarily due to a decrease in interest on borrowings, which fell from ?227.45 lakhs in fiscal 2023 to ?173.01 lakhs in fisca l 2024. The decline in interest costs was driven by the shifting of loans to other bank at lower interest rate, resulting in a lower interest, Further reduction in interest on loans from partners, along with the decision to convert these loans into equity capital for the respective partners, contributed to the decrease in finance cost.

Depreciation and Amortization Expenses

Depreciation had decreased by 19.08% from ?42.70 lakhs in Fiscal 2023 to ?34.55 lakhs in Fiscal 2024. Primary reason of decrease is that Company charges depreciation by WDV method and no significant additions in Fixed Asset has been done in Fiscal 2024.

Other Expenses

Other expenses had decreased by 35.21% from ? 223.46 lakhs in Fiscal 2023 to ? 144.77 lakhs in Fiscal 2024. This decrease was mainly due to decrease in Sales return of expired products by ?51.41 lakhs and bad debts written off by ?28.57 lakhs. There was a reduction in transport expense by ?3.08 lakhs from ?8.99 lakhs in Fiscal 2023 to ?5.91 lakhs in Fiscal 2024.

The Companys tax expenses had increased by ?95.48 lakhs from ?17.37 lakhs in the Fiscal 2023 to ?112.85 lakhs in Fiscal 2024. This was primarily due to increase in current tax expenses during the year which got increased from ?20.18 Lakhs in the Fiscal 2023 to ?108.42 lakhs in the Fiscal 2024.

Profit After Tax

(in lakhs)

For the year ended March 31
2024	2023
Revenue from Operations	5,920.93	5,109.39
PAT	165.02	18.16
PAT Margin	2.79%	0.36%

Cash Flow Data based on our Restated Financial Statements

The following table presents our cash flow data for the years ended March 31, 2025, 2024 and 2023 from our Restated Financial Statements.

(Z in lakhs)

Particulars	March 31, 2025	March 31, 2024	March 31, 2023
Profit before tax	652.19	277.87	35.53
Operating Profit Before Working Capital Changes	935.20	488.44	161.36
Income taxes paid	(102.20)	(0.96)	(20.18)
Net Cash from Operating Activities	(788.70)	292.86	30.00
Net Cash from Investing Activities	(55.34)	1,377.98	(8.99)
Net Cash from Financing Activities	(237.62)	(186.38)	(18.15)

Cash Flows from Operating Activities:

For the financial year ended March 31, 2025

Our net cash outflow from operating activities was ?788.70 lakhs for the financial year ended March 31, 2025. Our profit before tax was ?652.19 lakhs and operating profit before working capital changes was ?935.20 lakhs, which was primarily adjusted against increase in trade payables by ?77.66 lakhs, increase in other liabilities by ?3.69 lakhs, decrease in provisions by ? 12.63 lakhs, increase in Inventories by ?428.87 lakhs, increase in trade receivables by ?486.40 lakhs, increase in loans & advances by ?754.31 lakhs, increase in other assets by ?20.83 lakhs and Income taxes paid by ?102.20 lakhs.

For the financial year ended March 31, 2024

Our net cash inflow from operating activities was at ?292.86 lakhs for the financial year ended March 31, 2024. Our profit before tax was ?277.87 lakhs and operating profit before working capital changes was ?488.44 lakhs for the financial year ended March 31, 2024 which was primarily adjusted against decrease in trade payables by ?123.98 lakhs, increase in other liabilities by ?5.05 lakhs, decrease in provision by ?2.33 lakhs, increase in Inventories by ?16.42 lakhs, increase in trade receivables by ?236.69 lakhs, decrease in loans & advances by ?178.48 lakhs, decrease in other assets by ?1.28 lakhs and Income taxes paid by ?0.96 lakhs.

For the financial year ended March 31, 2023

Our net cash inflow from operating activities was ?30.00 Lakhs for the financial year ended March 31, 2023. Our profit before tax was ?35.53 Lakhs and operating profit before working capital changes was ?161.36 Lakhs for the financial year ended March 31, 2023 which was primarily adjusted against increase in trade payables by ?64.34 lakhs, decrease in other liabilities by ?1.17 Lakhs increase in provisions by ?6.93 lakhs, decrease in Inventories by ?3.48 lakhs, increase in trade receivables by ?102.63 lakhs, increase in loans & advances by ?81.96 lakhs, decrease in other assets by ?0.17 lakhs and Income taxes paid by ?20.18 lakhs.

Cash Flows from Investment Activities:

For the financial year ended March 31, 2025

Our net cash outflow from investing activities was ?55.34 lakhs. This was primarily due to purchase of property, plant and equipment and intangible assets of ^7 5.31 lakhs, realised the longterm loan of ? 18.53 lakhs and received rent income of ?1.44 lakhs.

For the financial year ended March 31, 2024

Our net cash inflow from investing activities was ?1377.98 lakhs. This was primarily due to purchase of property, plant and equipment and intangible assets of ?5.72 lakhs, realised noncurrent investment of ?1.16 lakhs, realised the longterm loan of ?1,318.58 lakhs and received rent income of ?0.96 lakhs.

For the financial year ended March 31, 2023

Our net cash outflow from investing activities was ?8.99 lakhs. This was primarily due to purchase of property, plant and equipment and intangible assets of ?2.15 lakhs, purchased noncurrent investment of ?0.26 lakhs, the longterm loan given of ?187.79 lakhs and interest received of ?181.21 lakhs.

Cash Flows from Financing Activities:

For the financial year ended March 31, 2025

Our net cash outflow from financing activities was ?237.62 lakhs. This was primarily due to repayment of longterm borrowings of ^ 114.17 lakhs, proceeds from shortterm borrowings of ?91.85 lakhs and interest paid of ?215.30 lakhs.

For the financial year ended March 31, 2024

Our net cash outflow from financing activities was ?186.38 lakhs. This was primarily due to receipt of proceeds from issue of share capital of ?100.95 lakhs, proceeds from longterm borrowing of ?0.64 lakhs, repayment of shortterm borrowings of ^112.28 lakhs and interest paid of ?175.69 lakhs.

For the financial year ended March 31, 2023

Our net cash outflow from financing activities was ?18.15 lakhs. This was primarily due to receipt of proceeds from issue of share capital of ?52.02 lakhs, proceeds from shortterm borrowings of ?250.32 lakhs, repayment of longterm borrowings of ?84.72 lakhs and interest paid of ?235.77 lakhs.

Related Party Transactions

Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to remuneration, salary, commission and issue of Equity Shares. For further details of related parties kindly refer chapter titled “Restated Financial Information” beginning on page 199 of this Draft Prospectus.

OffBalance Sheet Items

We do not have any other offbalance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating offbalance sheet arrangements.

Qualifications of the Statutory Auditors Which Have Not Been Given Effect to in The Restated Consolidated Financial Statements

There are no qualifications in the audit report that require adjustments in the Restated Financial Statements.

Qualitative Disclosure About Market Risk Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our access to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or writeoff such amounts.

Other Matters

Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution

Except as disclosed in chapter titled “Restated Financial Information” beginning on page 199 of this Draft Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

Unusual or infrequent events or transactions

Except as described in this Draft Prospectus, during the period/ years under review there have been no transactions or events, which in our best judgment, would be considered "unusual” or "infrequent”.

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors beginning on page 31 of this Draft Prospectus.

Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations

Other than as described in the section titled "Risk Factors” and chapter titled "Managements Discussion and Analysis of Financial Conditions and Results of Operations”, beginning on page 31 and 236 of this Draft Prospectus respectively to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.

Future relationship between Costs and Income

Other than as described in the section titled "Risk Factors” beginning on page 31 of this Draft Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.

The extent to which material increases in revenue or income from operations are due to increased volume, introduction of new products or services or increased prices

Changes in revenue in the last three financial years are as explained in the part "Financial Year 202425 compared with financial year 202324 and Financial Year 202324 Compared with Financial Year 202223” above.

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