Sudeep Pharma Ltd IPOSUDEEPPHRM

The IPO opens on 21 Nov 2025 & closes on 25 Nov 2025.

Sudeep Pharma Limited was incorporated as Sudeep Pharma Private Limited' as a private limited company dated December 21, 1989, issued by the Registrar of Companies, Ahmedabad. Thereafter, Company was converted into a public limited company and the name of the Company was changed to Sudeep Pharma Limited' pursuant to fresh certificate of incorporation dated April 5, 1995, issued by the Assistant Registrar of Companies, Gujarat at Dadra & Nagar Haveli. Company was subsequently converted back to a private limited company vide a fresh certificate of incorporation dated October 1, 2014 issued by the Assistant Registrar of Companies, Gujarat at Ahmedabad, and the name of Company was accordingly changed from Sudeep Pharma Limited' to Sudeep Pharma Private Limited'. Further, Company was converted into a public limited company and consequently, the name of Company was changed to Sudeep Pharma Limited'. The Company is one of the pioneers in India to introduce a product range of liposomal ingredients for nutrient absorption and stability. The Company is a technology led manufacturer of excipients and specialty ingredients for the pharmaceutical, food and nutrition industries. It operate three manufacturing facilities in Vadodara, Gujarat with an annual installed capacity of 65, 579 MT. Since inception in 1989, Company has expanded business operations from production of excipients to a wide variety of over 100 products in the pharmaceutical, food and nutrition industries. Business is primarily structured into two verticals: Pharmaceutical, food and nutrition and Specialty ingredients. The Company focus on providing refined, mineral-based single ingredients essential to the pharmaceutical, food, and nutrition industries.. Many of these minerals act as excipients, supporting the efficacy and stability of pharmaceutical formulations. Specialty ingredients entails production of customized ingredients to improve functionality, stability, and bioavailability across food and nutraceutical applications. These specialty ingredients play a key role in enhancing nutritional profiles, texture, and flavour across applications such as fortified dairy, beverages, and bakery products, as well as dietary supplements. Company is planning to launch the initial public offer by raising funds of Rs 95 Crore equity shares through fresh issue and by issuing 10,076,492 equity shares, having the face value of Rs 1/- each via offer for sale.

Sudeep Pharma Ltd IPO will close on 25 Nov 2025.

<ul><li>Market leadership with a diversified product portfolio in a high barrier industry.</li><li>Distinguished global customer base with long-standing relationships with key customers. </li><li>Well-equipped and regulatory compliant Manufacturing Facilities.</li><li>Strong research and development capabilities.</li><li>Experienced Promoters and senior management team.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Sujit Jaysukh Bhayani</td> <td>27471220</td> <td>24.67</td> <td>23903550</td> <td>21.16</td> </tr> <tr> <td>2</td> <td>Avani Sujit Bhayani</td> <td>5807340</td> <td>5.22</td> <td>5053140</td> <td>4.47</td> </tr> <tr> <td>3</td> <td>Shanil Sujit Bhayani</td> <td>5775000</td> <td>5.19</td> <td>5025000</td> <td>4.49</td> </tr> <tr> <td>4</td> <td>Sujeet Jaysukh Bhayani HUF</td> <td>14879603</td> <td>13.36</td> <td>6460747</td> <td>5.72</td> </tr> <tr> <td>5</td> <td>Riva Resources Private Limited</td> <td>45570360</td> <td>40.93</td> <td>45570360</td> <td>40.35</td> </tr> <tr> <td>6</td> <td>Bhayani Family Trust</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> </tbody> </table>

<ul><li>The company generates a significant portion of its revenues from a limited number of customers and the loss of such customers or a decline in demand from such customers could adversely affect the company's business, results of operations, financial condition, and cash flows.</li><li>The company generated 66.43%, 65.84%, 67.64% and 77.01% of its revenue from operations from the company's pharmaceutical, food and nutrition segment, in the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. Any adverse developments affecting this segment may adversely affect its business, results of operations, financial condition, and cash flows.</li><li>The company's Manufacturing Facilities are subject to periodic inspections and audits by regulatory authorities and customers and any manufacturing or quality control problems may subject us to regulatory action, damage its eputation and have an adverse effect on its business and results of operations.</li><li>Three of the company's four Manufacturing Facilities and one of its two R&D facilities are concentrated in a single region and any adverse developments affecting this region could have an adverse effect on the company's business, results of operations, financial condition and cash flows.</li><li>Any disruption, slowdown or shutdown in the company's manufacturing or R&D operations could adversely affect its business, results of operations, financial condition and cash flows.</li><li>The company generates a substantial portion of its revenue from operations from the company's export sales (58.68%, 59.27%, 64.43% and 68.45% of its revenue from operations for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively) and any adverse developments in such regions, including the imposition of tariffs or other anti-sourcing legislation, could adversely affect the company's business, results of operations, financial condition and cash flows.</li><li>If the company is unable to introduce new products in a timely manner or if the products the company commercialize do not perform as expected, the company's business, results of operations, financial condition and cash flows may be adversely affected.</li><li>The company has recently undertaken the NSS Acquisition and may undertake similar acquisitions, investments, joint ventures or other strategic alliances in the future, which if unsuccessful, may adversely affect its business, results of operations and financial condition.</li><li>Any delay, interruption or reduction in the supply of raw materials and equipment to manufacture the company's products may adversely affect its business, results of operations, financial condition and cash flows.</li><li>The company's past performance may not be indicative of its future growth. The company may not be successful in implementing and managing its expansion and growth strategy effectively. Further, the company intend to diversify into different businesses beyond the pharmaceutical sphere, and failures to successfully implement such business ventures can negatively impact the company's results of operations and financial condition.</li><li>The company has not placed orders for machinery of value of Rs. 758.14 million constituting approximately 100% of the value of the total machinery to be purchased from the Net Proceeds.</li><li>The company is subject to extensive regulation from governmental and international authorities and if the company fails to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required to operate, the company's business and results of operations may be adversely affected. Further, non-compliance with and changes in environmental, health and safety, and labor laws and other applicable regulations may adversely affect its business and results of operations.</li><li>The company Corporate Office and certain Manufacturing Facilities are located on leased or licensed or rented premises. If these leases, leave and license agreements or rental deeds are terminated or not renewed on terms acceptable to it, it could adversely affect the company's business, financial condition, results of operations, and cash flows.</li><li>The Company, Directors, Promoters, Subsidiaries, Key Managerial Personnel and Senior Management are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have an adverse effect on the company's business, financial condition, cash flows and results of operations.</li><li>The company is unable to trace certain of its historical corporate filings with respect to certain corporate records and secretarial forms filled by it with the Registrar of Companies. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future in relation to such matters, which may adversely impact the company's financial condition and reputation.</li><li>Failures to comply with applicable quality standards may result in increased product liability claims, which could adversely affect the company's business, financial condition, cash flows, and results of operations.</li><li>The company has witnessed negative cash flow from operating activities in the three months ended June 30, 2025. Any negative cash flows in the future would adversely affect its cash flow requirements, which may adversely affect the company's ability to operate its business and the company's financial condition.</li><li>The RAHG Entities, who are deemed to be the company's Group Companies under the SEBI ICDR Regulations have not provided their consent to be identified as its Group Companies and have not provided any information in respect of themselves. The company cannot assure you that complete disclosures are included in respect of such Group Companies in this Red Herring Prospectus.</li><li>The company depends on its senior management and qualified and skilled personnel, and if the company is unable to recruit and retain senior management, qualified and skilled personnel, the company's business, financial conditions, cash flows and results of operations may be adversely affected.</li><li>The company's Promoters pledged some of the Equity Shares held by them in favour of Catalyst Trusteeship Limited, in its capacity as debenture trustee for the benefit of the debenture-holders, as security for debentures issued by its Promoter, Riva Resources Private Limited, which may be re-created in the future. Upon re-creation, any invocation of such pledge could dilute the aggregate shareholding of the company's Promoters, which may cause a change in control of the Company and trigger an open offer requirement under the SEBI Takeover Regulations.</li><li>The company is subject to counterparty credit risk and its inability to collect receivables in a timely manner, or at all, may have an adverse effect on the company's business, results of operations, financial condition and cash flows.</li><li>The company's business requires working capital and any failures in arranging adequate working capital for its operations may have an adverse effect on the company's business, results of operations, financial condition and cash flows.</li><li>The company's inability to accurately forecast demand for its products and manage the company's inventory may have an adverse effect on its business, results of operations, financial condition and cash flows.</li><li>Under-utilization of the company's facilities could have an adverse effect onits business, results of operations and financial condition.</li><li>The company is exposed to risks in relation to the supply of its products, particularly through third party transportation. A failures to deliver its products to the company's customers in an efficient and reliable manner could have an adverse effect on its business, results of operations, cash flows and financial condition.</li><li>The company's operations could be adversely affected by strikes or increased wage demands by its employees or any other kind of disputes with the company's employees.</li><li>The pharmaceutical industry in which the company operates is highly competitive. If the company cannot respond adequately to the competition the company expect to face, the company will lose market share and its profits will decline, which will adversely affect the company's business, financial condition and results of operations.</li><li>The company's operations involve activities and materials which are hazardous in nature and could result in a suspension of operations, injury to its personnel, emission of pollutants and/or the imposition of civil or criminal liabilities which could adversely affect the company's business, results of operations, cash flow and financial condition.</li><li>Certain of its Subsidiaries have incurred losses or have negative net worth. If the company's subsidiaries continue to incur losses or have negative net worth, the company may be required to continue providing financial support to them, which may have an adverse effect on its results of operations, financial condition and cash flows.</li><li>Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on the company's financial condition.</li><li>The company may be subject to pricing pressure from its customers, which could have an adverse effect on the company's business, cash flows, results of operations and financial condition.</li><li>The company is subject to risks arising from exchange rate fluctuations.</li><li>The company's operations are dependent on adequate and uninterrupted external supply of electricity, fuel, and water. Any disruption or shortage in electricity, fuel or water may lead to disruption in operations, higher operating cost and consequent decline in its operating margins.</li><li>Failures of the company's information technology infrastructure or any breach of its information technology systems may adversely affect the company's business, results of operations and financial condition.</li><li>Failures to maintain confidential information of its customers could adversely affect the company's business, results of operations, cash flows and financial condition or damage its reputation.</li><li>The company may be subject to employee misconduct, fraud, theft, employee negligence or similar incidents which may adversely affect its business, results of operations, cash flows and financial condition.</li><li>Failures in internal control systems could cause operational errors which may have an adverse impact on the company's profitability.</li><li>Certain supporting records evidencing exact years of experience of some of its Independent Directors are not traceable.</li><li>There are no peer group companies listed in India which are in the same line of business as the Company. Further, to its knowledge, there are no listed international peers in the same line of business as the Company which are comparable to it. Therefore, investors must rely on their own examination of accounting ratios of the Company for the purposes of investment in this Offer.</li><li>The company's reliance on certain senior management personnel who are employed through third-party agents may expose it to operational and compliance risks, and any disruption in their services could adversely affect the company's business, results of operations, cash flows and financial condition.</li><li>Negative publicity against it, the company's Promoters, Promoter Group, the company's customers or any of its or their affiliates could cause it reputational harm and could have an adverse effect on its business, results of operations, cash flows and financial condition.</li><li>The company has incurred indebtedness and an inability to comply with repayment and other covenants in its financing agreements could adversely affect the company's business, results of operations, cash flows and financial condition.</li><li>Any failures to protect the company's intellectual property rights could adversely affect its competitive position, business, financial condition and results of operation.</li><li>If the company inadvertently infringe on the intellectual property rights of others, the company's business and results of operations may be adversely affected.</li><li>The company's failures to keep its technical knowledge confidential could erode the company's competitive advantage.</li><li>An inability to maintain adequate insurance cover in connection with its business may adversely affect the company's operations and profitability.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future.</li><li>The company's Promoters will continue to hold a significant equity stake in the Company after the Offer and their interests may differ from those of the other shareholders.</li><li>Certain sections of this Red Herring Prospectus disclose information from the F&S Report which is a paid report and commissioned and paid for by it exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>Information relating to the installed manufacturing capacity and capacity utilisation of the company's facilities included in this Red Herring Prospectus are based on various assumptions and estimates. These assumptions and estimates may prove to be inaccurate and its future production and capacity may vary.</li><li>The company's Promoters, Directors, Key Management Personnel and Senior Management may have interests in the Company and Subsidiaries other than reimbursement of expenses incurred and normal remuneration or benefits.</li><li>Certain non-GAAP financial measures relating to the company's operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.</li><li>The company's funding requirements and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution and if there are any delays or cost overruns, the company's business, cash flows, financial condition and results of operations may be adversely affected.</li><li>Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of the Company.</li><li>The company's ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements and capital expenditures and the terms of the company's financing arrangements.</li><li>The average cost of acquisition of Equity Shares for the company's Selling Shareholders may be lower than the Offer Price.</li><li>The company has issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer Price.</li><li>The company's Directors or Promoters may enter into ventures that may lead to conflicts of interest with its business.</li><li>The Company will not receive any proceeds from the Offer for Sale. The company's Selling Shareholders will receive the proceeds from the Offer for Sale.</li><li>Some of its Directors do not have the experience of being a director on the board of a listed company.</li></ul>

The Issue type of Sudeep Pharma Ltd is Book Building.

The minimum application for shares of Sudeep Pharma Ltd is 25.

The total shares issue of Sudeep Pharma Ltd is 15092750.

Initial public offer of 15,092,749 equity shares of face value of Re.1/- each ("equity shares") of Sudeep Pharma Limited ("company") for cash at a price of Rs.593/- per equity share (including a share premium of Rs.592/- per equity share) ("offer price") aggregating to Rs.895.00 crores comprising a fresh issue of 1,602,023 equity shares of face value of Re.1/- aggregating to Rs. 95.00 crores by the company ("fresh issue") and an offer for sale of 13,490,726 equity shares of face value of Re.1/- aggregating to Rs.800.00 crores ("offered shares") by the selling shareholders, consisting of 3,567,670 equity shares of face value of Re.1/- aggregating to Rs.211.56 crores by SujitJjaysukh Bhayani, 8,418,856 equity shares of face value of Re.1/- aggregating to Rs. 499.24 crores by Sujeet Jaysukh Bhayani HUF, 750,000 equity shares of face value of Re.1/- aggregating to Rs.44.48 crores by Shanil Sujit Bhayani and 754,200 equity shares of face value of Re.1/- aggregating to Rs.44.72 crores by Avani Sujit Bhayani (collectively "the selling shareholders") and such equity shares offered by the selling shareholders ("offer for sale", and together with the fresh issue, the "offer"). Price Band: Rs. 593/- for equity share of face value of Rs. 1 each. The floor price is 593 times times the face value times of the face value of the equity shares. Bids can made for a minimum of 25 equity shares and in multiples of 25 equity shares thereafter.