Poly Medicure Ltd — Capital/Financing Update 2024

Nov 13, 2024

AVINASH CHANDRA

Digitally signed by AVINASH CHANDRA Date: 2024.11.13 18:22:18 +05'30'

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Monitoring Agency Report

for

Poly Medicure Limited for the quarter ended September 30, 2024

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CRL/MAR/POLML/2024-25/1192

November 13, 2024

To

Poly Medicure Limited

232B, 3rd Floor, Okhla Industrial Estate, Phase III New Delhi 110 020, India

Dear Sir,

Monitoring Agency Report for the quarter ended September 30, 2024 - in relation to the Qualified Institutional Placement (“QIP”) of Poly Medicure Limited (“the Company”)

Pursuant to Regulation 173A of SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) and Monitoring Agency Agreement dated August 17, 2024, enclosed herewith the Monitoring Agency Report, issued by CRISIL Ratings Limited, Monitoring Agency, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of QIP for the quarter ended September 30, 2024.

Request you to kindly take the same on records.

Thanking you,

For and on behalf of CRISIL Ratings Limited

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Sushant Sarode

Director, Ratings (LCG)

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Report of the Monitoring Agency (MA)

Name of the issuer: Poly Medicure Limited

For quarter ended: September 30, 2024

Name of the Monitoring Agency: CRISIL Ratings Limited

(a) Deviation from the objects: Not applicable

• (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature:

Name and designation of the Authorized Signatory: Sushant Sarode Designation of Authorized person/Signing Authority: Director, Ratings (LCG)

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1) Issuer Details:

Name of the issuer: Poly Medicure Limited Names of the promoter: Smt. Mukulika Baid, Jugal Kishore Baid, Bhupendra Raj Mehta,

Rishi Baid, Vishal Baid, Himanshu Baid

Industry/sector to which it belongs : Medical Equipment & Supplies

• 2) Issue Details

Issue Period: August 19, 2024 to August 22, 2024 Type of issue (public/rights): Qualified Institutional Placement (QIP) Type of specified securities: Equity Shares QIP Grading, if any: NA Issue size: Rs 99,999.98 lakh Issue size comprises of gross proceeds of Rs 99,999.98 lakh (Net proceeds of Rs 98,499.98 lakh*)

• CRISIL Ratings shall be monitoring the net proceeds amount.

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars	Reply	Source of information/ certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	Yes	Management undertaking, Statutory Auditors Certificate^, Final Offer Document, Bank Statements	No Comments	No Comments
Whether shareholder approval has been obtained in case of material deviations from expenditures disclosed in the Offer Document?	NA	Management Undertaking	No Comments	No Comments
Whether the means of finance for the disclosed objects of the issue has changed?	No		No Comments	No Comments
Is there any major deviation observed over the earlier monitoring agency reports?	NA		No Comments	No Comments

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Particulars	Reply	Source of information/ certifications considered by Monitoring Agency for preparation of report	Comments of the Monitoring Agency	Comments of the Board of Directors
Whether all Government/statutory approvals related to the object(s) have been obtained?	NA		No Comments	No Comments
Whether all arrangements pertaining to technical assistance/collaboration are in operation?	NA		No Comments	No Comments
Are there any favorable events improving the viability of these object(s)?	No		No Comments	No Comments
Are there any unfavorable events affecting the viability of the object(s)?	No		No Comments	No Comments
Is there any other relevant information that may materially affect the decision making of the investors?	No		No Comments	No Comments

NA represents Not Applicable

^ Certificate dated October 23, 2024, issued by M/s Doogar & Associates, (Firm Registration Number: 00561N) Statutory Auditors of the Company.

4) Details of object(s) to be monitored:

i. Cost of the object(s):

Sr. No .	Item Head	Source of information/ certification considered by MA for preparation of report	Original cost (as per the Offer Document) (Rs in lakh)	Revised Cost (Rs in lakh)	Comment of the MA	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
						Reason of Cost revision	Proposed financing option	Particulars of firm arrange- ments made
1	"Funding capital expenditure to be incurred by Company for setting up of manufacturing facilities (“Project”)"	Management undertaking, Statutory Auditors Certificate^, Final offer document	49,973.16	NA	No revision	No Comments	No Comments	No Comments
2	Pursuing inorganic initiatives		25,026.84	NA	No revision	No Comments	No Comments	No Comments

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Sr. No .	Item Head	Source of information/ certification considered by MA for preparation of report	Original cost (as per the Offer Document) (Rs in lakh)	Revised Cost (Rs in lakh)	Comment of the MA	Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
						Reason of Cost revision	Proposed financing option	Particulars of firm arrange- ments made
3	General corporate purposes#		23,499.98	NA	No revision	No Comments	No Comments	No Comments
	Total	-	98,499.98	NA	-	-	-	-

^ Certificate dated October 23, 2024, issued by M/s Doogar & Associates, (Firm Registration Number: 00561N) Statutory Auditors of the Company.

#The amount utilised for general corporate purposes does not exceed 25% of the Gross Proceeds (amounting to Rs 25,000.00 lakh) from the Fresh Issue.

Note: All figures in the above table are rounded off

ii. Progress in the object(s):

Sr. No.		Source of
				Amount utilized					Comments of the
		information/	Amount
		certifications	as	(Rs in lakh)					Board of Directors
		considered	proposed				Total	Comments
				As at
		by	in the			At the	unutilize	of the
	**Item Head# **	Monitoring	Offer	beginnin	During	end	d amount	Monitoring	Reasons	Proposed
		Agency for	Documen	g	the	of the	(Rs in	Agency	for idle	course of
		preparation	t	of the	quarter	quarter	lakh)		funds	action
				quarter
1	"Funding capital expenditure to be incurred by Company for setting up of manufacturing facilities (“Project”)"	~~of report~~ Management undertaking, Statutory Auditors Certificate^, Final Offer Document, Bank Statements	~~(Rs in~~ 49,973.16	0.00				No utilisation during the quarter	No Comments	No Comments
					0.00	0.00	49,973.16
2	Pursuing inorganic initiatives		25,026.84	0.00				No utilisation during the quarter	No Comments	No Comments
					0.00	0.00	25,026.84
3	General corporate purposes		23,499.98	0.00				No Comments	No Comments	No Comments
					8,499.00	8,499.00	15,000.98
	Total		98,499.98	0.00	8,499.00	8,499.00	90,000.98	-	-	-

^ Certificate dated October 23, 2024, issued by M/s Doogar & Associates, (Firm Registration Number: 00561N) Statutory Auditors of the Company.

Note: All figures in the above table are rounded off

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#Brief description of objects:

Object of the Issue	Description of objects asper the offer document filed by the issuer
"Funding capital expenditure to be incurred by Company for setting up of manufacturing facilities (“Project”)"	Company intends to establish three manufacturing facilities in order to manufacture medical devices, to be situated at Jaipur, Rajasthan (“Rajasthan Facility”), Palwal, Haryana (“Haryana Facility”) and Haridwar, Uttarakhand (“Uttarakhand Facility”, and together with the Rajasthan Facility and Haryana Facility, the “Proposed Facilities”).
Pursuing inorganic initiatives	Company intends to pursue inorganic growth initiatives through acquisitions towards expansion of operations. Company has, in the past, looked to create strategic value through inorganic growth and have acquired capabilities that have helped expand product offerings and scale operations. Pursuant to strategy to continue scaling business, Company intends to keep pursuing strategic investments and acquisitions which are complementary to business and operations and which will allow to (i) enhance scale and market position; (ii) enhance product portfolio including product category adjacencies by unlocking potential synergy benefits; (iii) extend reach to new geographic markets including outside India; and (iv) capture additional revenue opportunities from existing customer base to improve margin profile.
General corporate purposes	The general corporate purposes for which Company proposes to utilise the Net Proceeds include strategic initiatives, working capital requirements, business development activities, funding growth opportunities, including acquisitions and meeting exigencies, meeting expenses incurred by Company, as may be applicable and approved by Board, from time to time. In addition to the above, Company may utilise the Net Proceeds towards other expenditure considered expedient and as approved periodically by Board or a duly appointed committee thereof, subject to compliance with applicable law, including necessary provisions of the Companies Act, 2013.

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iii. Deployment of unutilised proceeds[^] :

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----- Start of picture text -----

Rs in lakh
Market value as at
the end of quarter
Return
Type of instrument (if the market
Amount Maturity on
S. and name of the Earning value is not
invested date Investm
No. entity invested in feasible, provide
ent (%)
NAV/NRV/Book
value of the same)
668.67
Invested in mutual
1 90,000.00 NA (Refer NA 90,668.67
funds
note)
Balance lying in
Monitoring agency
2 0.98 NA NA NA 0.98
account of the
Company
Total 90,000.98 668.67 90,669.65
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Note: Monitoring the deployment of Income earned from unutilised proceeds does not form part of the scope of Monitoring Agency report.

^On the basis of Management undertaking and Certificate dated October 23, 2024, issued by M/s Doogar & Associates, (Firm Registration Number: 00561N) Statutory Auditors of the Company.

iv. Delay in implementation of the object(s):

On the basis of Management undertaking and Certificate dated October 23, 2024, issued by M/s Doogar & Associates, (Firm Registration Number: 00561N) Statutory Auditors of the Company:

				Comments of the Board of	Comments of the Board of
	Completion Date
				Directors
			Delay
	As per the				Proposed course
Object(s)			(no. of days/	Reason of
	Offer				of
		Actual	months)	delay
	Document				action
	Not applicable

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document^:

Item heads	Amount (Rs in Lakh)	Remarks
Working capital requirements	8,499.00	• CC Limit repayment • The Board of Directors of the Company vide resolution dated 28 October 2024 has approved thequantum of utilisation of GCP

^ On the basis of Management undertaking and Certificate dated October 23, 2024, issued by M/s Doogar & Associates, (Firm Registration Number: 00561N) Statutory Auditors of the Company.

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Note: All figures in the above table are rounded off

Disclaimers:

• a) This Report is prepared by CRISIL Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

• b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like Independent Chartered Accountant s (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

• c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

• d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

• e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain creditrelated analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

• f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.

• g) Access or use of this report does not create a client relationship between CRL and the user.

• h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.

• i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

• j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.

• k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost

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• income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.

• l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.

• m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.

• n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.

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