Vilin Bio Med : Draft Offer Document filed with SEBI)

Prospectus

Dated: June 7, 2023

Fixed Price Issue

Please read section 26 of the Companies Act, 2013

VILIN BIO MED LIMITED

Corporate Identification Number: U24230TG2005PLC046689

Registered Office	Corporate Office	Contact Person		Email and Telephone	Website
Sy.No.115/GF/J,	N.A.	Mr.	Saket	Kansal,	E-mail: [e-mail]	www.vilinbiomed.co.in
Hanumanji Colony, Brig		Company Secretary and	Tel: [phone]
Sayeed Road, Bowempally,		Compliance Officer
Secunderabad -	500003,
Telangana, India
PROMOTERS: VISWA PRASAD SADHANALA, SADHANALA VENKATA RAO, D. SRINIVASA REDDY AND RAMESH REDDY
					SAMA
			DETAILS OF ISSUE TO PUBLIC
Type		Fresh Issue Size			Total Issue Size			Eligibility
Fresh Issue	40,00,000	Equity Shares at	the Issue	40,00,000 Equity	Shares	at the	This Issue is being made in terms of Chapter IX of
	Price of ` 30 each aggregating ₹	Issue	Price	of	` 30	each	the SEBI (ICDR) Regulations, 2018 as amended.
	1,200.00 Lakhs		aggregating ₹ 1,200.00 Lakhs	The Issue is being made pursuant to Regulation
									229 (2) of SEBI (ICDR) Regulations, as our
									Company's post issue paid up capital is more than
									` 10.00 Cr.

RISKS IN RELATION TO FIRST ISSUE

This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10/- each and the Issue Price of ₹ 30 is 3.00 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 under "Basis for Issue Price" beginning on page no. 66 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 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 the 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 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 contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" on page 16.

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 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 the EMERGE Platform of National Stock Exchange of India Limited ("NSE"). For the

purposes of this Issue, NSE is the Designated Stock Exchange.
LEAD MANAGER TO THE ISSUE	REGISTAR TO THE ISSUE

Name of Lead Manager to	Name of Contact Person: Arvind Gala	Name of Registrar to the	Name of Contact Person: Babu
the Issue:		Issue:	Rapheal
	Tel No.: [phone]
Inventure Merchant Banker	Email:		Tel. No.: [phone]
Services Private Limited	[e-mail]	Bigshare Services Private	Email: [e-mail]
		Limited
BID/ISSUE PROGRAMME
ISSUE OPENS ON:		FRIDAY, JUNE 16, 2023
ISSUE CLOSES ON:		WEDNESDAY, JUNE 21, 2023

Prospectus

Dated: June 7, 2023

Fixed Price Issue

Please read section 26 of the Companies Act, 2013

VILIN BIO MED LIMITED

Our Company was originally incorporated as a public limited company under the Companies Act, 1956 pursuant to a certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh, Hyderabad dated June 29, 2005 with the name 'Vilin Bio Med Limited'. We received a certificate of commencement of business on July 11, 2005 issued by Registrar of Companies, Andhra Pradesh, Hyderabad.

Registered Office: Sy No.115/GF/J, Hanumanji Colony, Brig Sayeed Road, Bowempally, Secunderabad - 500003, Telangana, India

Tel: [phone]; Website: www.vilinbiomed.co.in; E-mail: [e-mail]

Contact Person: Mr. Saket Kansal, Company Secretary and Compliance Officer

PROMOTERS: VISWA PRASAD SADHANALA, SADHANALA VENKATA RAO, D. SRINIVASA REDDY AND RAMESH REDDY SAMA PUBLIC ISSUE OF 40,00,000 EQUITY SHARES OF FACE VALUE OF ` 10.00 EACH OF VILIN BIO MED LIMITED ("OUR COMPANY" OR "THE ISSUER") FOR CASH AT A PRICE OF `30.00 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `20.00 PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING TO `1,200.00 LAKHS ("THE ISSUE"). OF THE ISSUE, 2,08,000 EQUITY SHARES AGGREGATING TO `62.40 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER ("MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 37,92,000 EQUITY SHARES OF FACE VALUE OF ` 10.00 EACH AT AN ISSUE PRICE OF `30.00 PER EQUITY SHARE AGGREGATING TO `1,137.60 LAKHS IS HEREINAFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 28.67% AND 27.18%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 172 OF THE PROSPECTUS.

THE FACE VALUE OF THE EQUITY SHARES IS ` 10.00 EACH AND THE ISSUE PRICE OF `30.00 IS 3.00 TIMES OF THE FACE VALUE

THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER IX OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (THE "SEBI (ICDR) REGULATIONS"), AS AMENDED. IN TERMS OF RULE 19(2)(b) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED, THIS IS AN ISSUE FOR AT LEAST 25% OF THE POST-ISSUEPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THIS ISSUE IS A FIXED PRICE ISSUE AND ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 253 OF THE SEBI (ICDR) REGULATIONS, AS AMENDED. FOR FURTHER DETAILS, SEE "ISSUE PROCEDURE" ON PAGE 180 OF THE PROSPECTUS.

All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process including through UPI mode (as applicable) by providing details of the irrespective bank accounts and / or UPI IDs, in case of UPI Applicants (Individual investors) applying through UPI mechanism, if applicable, which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. A copy will be delivered for registration to the Registrar of Companies as under Section 26 and Section 28 of the Companies Act, 2013. For details in this regard, specific attention is invited to "Issue Procedure" on page 180 copy of the Prospectus will be delivered for registration to the Registrar of companies as required under Section 26 of the Companies Act, 2013.

RISKS IN RELATION TO FIRST ISSUE

This being the first issue of the Issuer, there has been no formal market for the securities of our Company. The face value of the Equity Shares of our Company is `10.00. The Issue Price should not be taken to be indicative of the market price of the Equity Shares after such 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 Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to 'Risk Factors' on page 16.

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 offered through this Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited ("NSE"). Our Company has received the approval letter dated May 10, 2023 from NSE for using its name in the offer document for listing of our shares on the EMERGE Platform of NSE. For the

purpose of this Offer, the Designated Stock Exchange will be NSE.
LEAD MANAGER TO THE ISSUE	REGISTAR TO THE ISSUE

INVENTURE MERCHANT BANKER SERVICES PRIVATE LIMITED	Bigshare Services Private Limited
2nd Floor, Viraj Tower, Nr. Andheri Flyover (North End),	Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre,
Western Express Highway, Andheri (East) Mumbai - 400 069, Maharashtra	Mahakali Caves Road, Andheri (East), Mumbai - 400 093,
Tel No: [phone]	Maharashtra, India
Fax No: [phone]	Telephone: [phone]
Email: [e-mail]	Email: [e-mail]
Investor Grievance Email: [e-mail]	Investor grievance email: [e-mail]
Website: www.inventuremerchantbanker.com	Website: www.bigshareonline.com
SEBI Registration No: INM000012003	Contact Person: Babu Rapheal
Contact Person: Arvind Gala	SEBI Registration No.: INR000001385
ISSUE PROGRAMME
ISSUE OPENS ON: FRIDAY, JUNE 16, 2023	ISSUE CLOSES ON: WEDNESDAY, JUNE 21, 2023

INDEX
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION	10
FORWARD-LOOKING STATEMENTS	11
SECTION II - SUMMARY OF THE OFFER DOCUMENT	12
SECTION III - RISK FACTORS	16
SECTION IV - INTRODUCTION	35
THE ISSUE	35
SUMMARY FINANCIAL INFORMATION	36
GENERAL INFORMATION	41
CAPITAL STRUCTURE	47
OBJECTS OF THE ISSUE	60
BASIS FOR ISSUE PRICE	66
STATEMENT OF TAX BENEFITS	72
SECTION V: ABOUT THE COMPANY	74
INDUSTRY OVERVIEW	74
OUR BUSINESS	80
KEY INDUSTRIAL REGULATIONS AND POLICIES IN INDIA	96
HISTORY AND CERTAIN CORPORATE MATTERS	98
OUR MANAGEMENT	101
OUR PROMOTERS AND PROMOTER GROUP	111
OUR GROUP ENTITIES	117
RELATED PARTY TRANSACTIONS	119
DIVIDEND POLICY	120
SECTION VI - FINANCIAL INFORMATION	121
FINANCIAL STATEMENTS	121
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	145
FINANCIAL INDEBTEDNESS	154
SECTION VII - LEGAL AND OTHER INFORMATION	155
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	155
GOVERNMENT AND OTHER APPROVALS	158
OUR GROUP ENTITIES	160
OTHER REGULATORY AND STATUTORY DISCLOSURES	161
SECTION VIII - ISSUE RELATED INFORMATION	172
TERMS OF THE ISSUE	172
ISSUE STRUCTURE	177
ISSUE PROCEDURE	180
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	201
SECTION IX - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION	202
SECTION X - OTHER INFORMATION	249
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	249
DECLARATION	251

Vilin Bio Med Limited

Prospectus

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Prospectus

Vilin Bio Med Limited

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or our Articles of Association, Memorandum of Association, policies shall be to such legislation, act or regulation, as amended from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder.

Notwithstanding the foregoing in 'Main Provisions of the Articles of Association', 'Summary of Our Business', 'Our Business', 'Risk Factors', 'Industry Overview', 'Key Regulations and Policies in India', 'Financial Information', "Outstanding Litigation and Material Developments" and "Part B" of "Issue Procedure", defined terms, will have the meaning ascribed to such terms in these respective sections.

Company Related Terms

Term

"Vilin Bio Med Limited", "Vilin", "We" or "us" or "our Company" or "the Issuer'

"we", "us", or "our"

"you", "your" or "yours" AOA/Articles / Articles of Association

Audit Committee

Board/ Board of Directors

• Our Board Compliance Officer

Director(s)

Equity Shareholders Equity Shares/Shares

Group Companies / Group Entities

Key Management

Personnel / KMP

Materiality Policy

MoA / Memorandum

of Association

Peer Reviewed Auditor

Promoter Group

Promoters

Description

Unless the context otherwise requires, refers to Vilin Bio Med Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at Sy.No.115/GF/J, Hanumanji Colony, Brig Sayeed Road, Bowempally, Secunderabad - 500003, Telangana.

Unless the context otherwise indicates or implies, our Company.

Prospective investors in this Issue

Unless the context otherwise requires, refers to the Articles of Association of our Company, as amended from time to time.

The committee of the Board of Directors constituted as the Company's Audit Committee in accordance with Regulation 18 of the SEBI (LODR) Regulations and Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014

The Board of Directors of our Company, including all duly constituted Committees thereof.

The Company Secretary of our Company, being Saket Kansal, Company Secretary and Compliance Officer.

Director(s) on the Board of our Company, as appointed from time to time, unless otherwise specified.

The holders of the Equity Shares

The equity shares of our Company of a face value of `10.00 each unless otherwise specified in the context thereof

Such companies as covered under the applicable accounting standards, being Accounting Standard 18 or other entities as considered material in accordance with the Materiality Policy, as described in "Our Group Entities" on page 117.

Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI (ICDR) Regulations, Section 2(51) of the Companies Act, 2013. For details, please refer "Our Management" on page 101.

A policy adopted by our Company, in its Board meeting held on February 28, 2023 for identification of group companies, material creditors and material litigations.

The Memorandum of Association of our Company, as amended from time to time.

The independent peer reviewed Auditor of our Company M/s. PPKG & Co., Chartered Accountants

Persons and entities constituting the promoter group of our Company, pursuant to Regulation 2(1)(zb) of the SEBI (ICDR) Regulations.

Viswa Prasad Sadhanala, Sadhanala Venkata Rao, D. Srinivasa Reddy And Ramesh Reddy Sama

1