Laxmi Dental

The only integrated dental products company in India, well-positioned to capture industry tailwinds.

Second largest player in domestic laboratory business and largest export laboratory with increasing adoption of digital dentistry.

Vertically integrated diverse branded product portfolio.

Large Dental Network providing us with competitive advantage in the market.

Robust technologically advanced capabilities with stringent regulatory compliance ensuring high quality standards.

Experienced management team with significant industry experience.

The Company has reported consolidated loss after tax, negative earning per share for Fiscals 2023 and 2022, and written off Assets in last three Fiscals and its cannot assure that the company will not experience such events in the future.

Its Statutory Auditors have included an emphasis of matter in their auditor`s report on its audited financial statements as at and for the Financial Year ended 2024 and 2023.

Its business success depends on expanding the company Dental Network, recommendations by its Dental Network and increasing the wallet share per dental clinic, dental company and dentist. Failures to achieve this in a cost-effective manner could have an adverse effect on its business, results of operations and financial condition.

The company`s business is concentrated in certain jurisdictions, globally and domestically, and any loss of business in such regions could have an adverse effect on its business, results of operations and financial condition.

There are outstanding legal proceedings involving the Company, Subsidiaries, Promoters, and Directors which could have an adverse effect on its business, financial condition and results of operations.

The company`s business depends heavily on its reputation and perception of the company brands. Any negative publicity or other harm to its brand or failures to maintain and enhance the company brand recognition and maintain such quality standards may materially and adversely affect its reputation, business, results of operations and financial condition.

All its major manufacturing facilities are situated in and around Mumbai and any disruptions in the region could have a material and adverse effect on its business, financial condition and results of operations.

Import and Exports are material to its business operation. Further, a failures to manage the company business in overseas markets or its inability to grow the company business in new geographic markets may affect its growth, which could have a material adverse effect on its business, operations, prospects or financial condition.

Its inability to effectively manage the company growth or to successfully implement its business plan and growth and expansion strategy could have an adverse effect on the company business, results of operations and financial condition.

There is an outstanding legal proceeding involving its Promoter, Chairperson and Whole-time Director. Any adverse decision in such proceeding could have an adverse effect on its business, financial condition and results of operations.

Its dental products are subject to extensive and dynamic regulations and any non-compliance with and changes in any of the applicable laws, rules or regulations related to the manufacturing, selling or distribution of its dental products, may adversely affect the company business, results of operations and financial condition and cash flows.

Its business is heavily reliant on a number of qualified and experienced dental technicians and skilled laboratory staff, and any failures to attract, retain, or manage these personnel effectively could have an adverse impact on business, operations and financial condition.

Its lack of long-term purchase orders or commitments from Dental Network increases the risk of pricing pressure from its Dental Network which may have an adverse effect on the company business, operations and financial condition.

Changes in public healthcare schemes or the fluctuation of the dental insurance coverage in U.S. and the UK regions could result in an adverse impact on its business, operations, financial condition, performance and growth prospect.

The company lack of long-term supply orders of key raw materials and components from its suppliers increases the risk of pricing pressure for the company demand of continued supply, any variation in the supply and cost of such key raw materials and traded goods could have an adverse effect on its business, financial condition and operations.

The company has experienced negative cash flows from operating activities in the past and may continue to do so in the future.

Any major outbreak of a health epidemic may have an adverse effect on its business, the compay financial condition, and the results of its operations.

Its inability to protect or use the company intellectual property rights may have an adverse effect on its business, results of operations and financial condition.

The company is reliant upon its employees to work within the scope of their profession and could be harmed by misconduct by its employees.

Failures to refine and improve its research and development capacities, introduce new technologies or acquire new or improved manufacturing equipment could adversely affect its business, results of operations and financial condition.

Any branded dental products withdrawal would damage its brand name and could have a material adverse effect on the company reputation, business, financial condition and results of operations.

Delivery delays and poor handling by third-party logistics service providers may have an adverse effect on its business, financial condition and results of operations.

Non-compliance with and changes in any of the applicable laws, rules or regulations, including safety, health, environmental and labour laws could have an adverse effect on its business, results of operations and financial condition and cash flows.

The company is not able to quantify its manufacturing capacity and accordingly, the company may not be able to accurately predict if its manufacturing capacity is adequate to meet the demands of the company Dental Network. An inability to effectively utilize its manufacturing capacities may have an adverse effect on its business, results of operations, and financial condition.

Demand for its dental products may not increase as rapidly as the company anticipate due to a variety of factors, including weakness in general economic conditions, which could have a material and adverse effect on its business, results, of operations and financial conditions.

If the company fails to turn its U.S. operation into a profitable and growing business, the Company`s financial condition and results of operation may be materially adversely affected.

Its indebtedness and the conditions and restrictions imposed by the company financing agreements and any noncompliance thereof may lead to, among others, suspension of further drawdowns, which could have an adverse effect on its business, results of operations and financial condition.

The company is dependent on a number of Key Managerial Personnel, its Senior Management, and the loss of, or the company inability to attract or retain such persons could have an adverse effect on its business, results of operations and financial condition.

The company is unable to trace certain of its 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 our financial condition and reputation.

If the company is unable to establish and maintain an effective internal controls and compliance system, over financial reporting, its reputation could be adversely affected.

The company has certain contingent liabilities that have not been provided for in its financial statements, which, if they materialize, may adversely affect its business, results of operations and financial condition.

Its business operations are being conducted on premises leased from third parties. The company inability to continue operating from such premises, or to seek renewal or extension of such leases may have an adverse effect on its business, operations and financial condition.

The company ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company faces competition from domestic as well as multinational companies and its inability to compete effectively may have an adverse effect on its business, operations and financial condition.

The company is exposed to a significant risk from exchange rate fluctuations. If its fail to manage the company foreign currency risk, its business, results of operations and financial condition may be materially and adversely affected.

Any withdrawal, or termination of, or unavailability of direct/ in-direct tax benefits and exemptions being currently availed by it may have an adverse effect on its business, results of operations, financial condition and cash flows.

If the company is unable to raise additional capital or are unable to obtain financing on favourable terms or at all, its business, results of operations, cash flows and financial condition could be adversely affected.

Its may become subject to various operational, reputational, medical and legal claims, regulatory actions or other liabilities and may be subject to liabilities arising from claims of product liability which could have an adverse effect on its business, results of operations and financial condition.

There have been certain instances of delays in payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future may result in the imposition of penalties and in turn may have a material adverse effect on its business, results of operations and financial condition.

Cyberthreats and non-compliance with and changesin privacy laws and regulations could have an adverse effect on its business, results of operations and financial condition and cash flows.

Its Promoters and Promoter Group will continue to exert substantial voting control over the Company after completion of the Offer, which may limit your ability to influence the outcome of matterssubmitted for approval of its shareholders.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.

Kids-E-Dental LLP in which the company hold 60% of the total equity share capital is classified as a Jointly Controlled Entity, respectively, in its Restated Consolidated Financial Information in accordance with Ind AS 28. Consequently, the impact of its consolidation on its financial statements is limited.

Certain of its Promoter, members of Promoter Group, Directors and Key Managerial Personnel have interests in the Company in addition to their normal remuneration or benefits and reimbursement of expenses incurred.

The company insurance coverage may not be sufficient or may not adequately protect it against all material hazards, which could have an adverse effect on its business, results of operations and financial condition.

The Company`s management will have flexibility in utilizing the Net Proceeds, subject to certain approvals. There is no assurance that the Objects of the Offer will be achieved within the timeframe expected or at all, or that the deployment of the Net Proceeds in the manner intended by it will result in any increase in the value of your investment. Further, the funding plan has not been appraised by any bank or financial institution.

Certain information in this Red Herring Prospectus is based on its internal classification methodologies, which may change, and which may or may not be consistent with companies operating in its industry, and hence the company cannot assure you of the completeness or the accuracy of such data.

Certain sections of this Red Herring Prospectus disclose information from the F&S Report which has been prepared exclusively for the Offer and commissioned by the Company and paid for by the Company 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.

The Company will not receive any proceeds from the Offer for Sale portion. The Selling Shareholders will receive the net proceeds from such Offer for Sale.