Senores Pharma.

Enhance market presence of our Marketed Products in North America and other Regulated Markets.

Launch of products in the US with New Drug Applications ("NDA") approval.

Expanding into new Regulated and Emerging Markets.

Strategic alliance for CMO/ CDMO in Regulated Markets.

Pursuing an integrated approach to our business by enhancing our capabilities for greater backward integration.

Inorganic growth through synergistic acquisitions.

Ability to cater to the Regulated Markets of US, Canada and the United Kingdom through our US FDA approved formulation manufacturing facility in the US.

Distinct niche product portfolio built in a short span for Regulated Markets of US, Canada and the United Kingdom.

Long-term marketing arrangements with pharmaceutical companies in the Regulated Markets, US, Canada and the United Kingdom.

Presence in the Emerging Markets with a product portfolio, including specialty or complex products.

R&D capabilities driving our differentiated portfolio of products.

Professional management teams for our diverse business verticals.

The company business is dependent on the sale of its products through third party marketing partners and distributors. The loss of one or more marketing partners or distributors, the deterioration of their financial condition or prospects, or a reduction in their demand for its products or the company inability to maintain and increase the number of its arrangements for the marketing and distribution of the company products could adversely affect its business, results of operations, financial conditions and cash flows.

The company business is dependent on the sale of its products and continued growth of the Regulated Markets. Decrease in market growth for its product or failures to respond to change in market conditions could adversely affect its business, results of operations, financial conditions and cash flows.

Failures to comply with the quality standards and technical specifications prescribed by its customers may lead to loss of business from such customers and could negatively impact its business, results of operations and financial condition, including cancellation of existing and future orders which may expose it to warranty claims.

The company derives a part of its revenue from few customers. If one or more of such customers choose not to source their requirements from it or to terminate the company contracts or purchase orders, its business, cash flows, financial condition and results of operations may be adversely affected.

The company has had negative cash flows from operating activities in the last three Fiscal years and may continue to have negative cash flows in the future which could have an impact on its business and operations.

The pharmaceutical market is subject to regulation and failures to comply with the existing and future regulatory requirements in any pharmaceutical market could expose it to litigation or other liabilities, which could adversely affect its reputation, business, financial condition and results of operations. There have been instances in the past where the company drugs failed to meet standards prescribed under applicable law and action was taken against it by regulatory authorities.

The company derives a major portion of its revenue from its operations in the United States. A reduction in demand for the company products in these regions could adversely affect its business, results of operations, financial conditions and cash flows.

Any manufacturing or quality control problems may damage its reputation for high quality production and expose it to potential litigation or other liabilities, which would negatively impact its business, prospects, results of operations and financial condition.

Some of its Directors and Promoters may have interest in entities, which are in businesses similar to its and this may result in conflict of interest with it. Further, certain of its Promoter Group, Subsidiaries and Group Companies are in the same line of business as it, which may result in a conflict of interest.

The erstwhile statutory auditors of the Company have issued a qualified opinion in connection with their audit report for Fiscal 2022.

Under-utilization of its manufacturing capacities and an inability to effectively utilize the company expanded manufacturing capacities could have an adverse effect on its business, future prospects and future financial performance.

The company depends on a limited number of contract development and manufacturing organization ("CDMO") and contract manufacturing operations ("CMO") customers both in Regulated Markets and Emerging Markets. Any adverse developments or inability to enter into or maintain relationships with these CDMO customers could have an adverse effect on its business, results of operations and financial condition.

The company has a limited operating history which may make it difficult for investors to assess its future growth prospects and business.

There are outstanding litigations pending against it, the company Subsidiaries and Directors, which, if determined adversely, could affect its operations. The company could suffer litigation expenses in defending these claims and could be subject to damage, compensation, or other remedies, which could adversely affect its reputation, business, results from operations, financial conditions and cash flows.

Its business is working capital intensive. If the company is unable to borrow to meet its working capital requirements, it may materially and adversely affect the company business and results of operations.

Its international operations expose it to complex management, legal, tax and economic risks, which could adversely affect its business, financial condition and results of operations. Further, the company is required to comply with the applicable regulations of the markets where the company export its products as well as obtain registrations to enable export of the company products to other jurisdictions.

Any failures of the contract research organisations, on whom the company relies for bioavailability and bioequivalence studies, in performing their obligations and complying with regulatory standards could result in a delay in receiving regulatory approval and adversely affect its business, financial condition and results of operations.

Its success depends on the company ability to develop and commercialize new products in a timely manner. If its research and development efforts do not succeed or the products the company commercialize does not perform as expected, this may hinder the introduction of new products, and could adversely affect its business, financial condition and results of operations.

Its business is dependent and will continue to depends on the company`s manufacturing and research and development facilities, and its subject to certain risks in the company manufacturing process such as the breakdown or failure of equipment, industrial accidents, severe weather conditions and natural disasters, which may have an adverse impact on its financial condition and results of operations.

The company has had instance of delays in payments of statutory dues by the Company. Any delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows.

The company intend to utilize a portion of the Net Proceeds for funding its capital expenditure requirements. In the event of any delay in placing the orders, or in the event the vendor is not able to provide the equipment in a timely manner, or at all, it may result in time and cost overruns and its business, prospects and results of operations may be adversely affected.

The company funding requirements and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.

Any variation in the utilization of the Net Proceeds or period of deployment would be subject to certain compliance requirements, including prior Shareholders` approval.

There has been a delay in the past in relation to reporting requirements to the Reserve Bank of India with respect to investment in one of its overseas Subsidiaries, namely, Havix.

Its inability to collect receivables and default in payment from the company customers could result in the reduction of its profits and affect the company cash flows.

The company relies on limited suppliers for its raw material, loss of these suppliers may have an adverse effect on its business, results of operations and financial conditions. Further, Havix, its subsidiary in the United States depends solely on one supplier for each API in an ANDA product, loss of any one of these suppliers may have an adverse effect on its business, results of operations and financial conditions.

The company relies on domestic and international third-party suppliers for the supply of raw materials. Any delay, interruption or reduction in such supply or any shortfall in the supply of its raw materials or an increase in the company raw material costs, or other input costs, may adversely affect the pricing and supply of its products and have an adverse effect on the company`s business, results of operations and financial condition.

Its may not derives the anticipated benefits from the company strategic investments and acquisitions and its may not be successful in pursuing future investments and acquisitions.

Two of its three manufacturing facilities are concentrated in one state and any adverse developments affecting this region could have an adverse effect on its business, results of operations and financial condition.

If the company is unable to protect its intellectual property rights, the company business, results of operations and financial condition may be adversely affected. Further, if its products were found to be infringing on the intellectual property rights of a third-party, its could be required to cease selling the infringing products, causing it to lose future sales revenue from such products and face liabilities for infringement of intellectual property rights.

The company relies on certain third-party manufacturers for manufacturing some of its products in the Critical Care Injectables Business. Any disruption, delay or termination by such third party-manufacturers may have an adverse impact on its ability to supply Critical Care Injectables to the company customers.

Its Subsidiaries, RPPL and RLPL (the company erstwhile subsidiary) have incurred losses in Fiscal 2024 and Fiscal 2023, respectively, and may do so in the future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.

The Company may not be successful in penetrating new markets. If the company is unable to do so and implement its business objectives effectively, the companay`s business, financial condition and results of operations may be adversely affected.

The US pharmaceutical markets in which the company operates are subject to certain key risks and challenges. If the company is unable to navigate these risks and challenges in the US markets, it could adversely affect its business, results of operations, financial conditions and cash flows.

The company operates in an industry with numerous challenges. If its unable to manage the risks faced by the industry, the company revenues and profits could decline, which could adversely affect its business.

Its inability to successfully implement some or all the company business strategies in a timely manner or at all could have an adverse effect on its business.

The company has major employee benefit expenses, such as salaries, wages and bonus, contribution to provident and other funds and staff welfare expenses. In case the company face an increase in employee costs that its unable to pass on to the company customers, its may be prevented from maintaining its competitive advantage and the company profitability may be impacted.

Any inability or delay in launching new generic pharmaceutical products in case innovator pharmaceutical companies are successful in limiting the use of generics through their legislative, regulatory and other efforts, including patent extensions, may adversely affect its business, results of operations and financial condition.

Its inability to adopt new technologies could adversely affect the company`s business, results of operations, cash flows and financial condition.

Its investments in new products may not be successful and may be less profitable or loss-making.

Any failures to comply with financial and other restrictive covenants imposed on it under its financing agreements may affect the company operational flexibility, business, results of operations and prospects.

The company has incurred capital expenditure during Fiscal 2024. Its may require financing for the company business operations and planned capital expenditure and the failures to obtain additional financing on terms commercially acceptable to it may adversely affect the company ability to grow and its future profitability.

The Company and its Subsidiaries have availed certain unsecured borrowings which are repayable on demand. Any such demand may adversely affect its business, cash flows, financial condition and results of operations.

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 and there can be no assurance that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties.

The company faces foreign exchange risks that could adversely affect its results of operations as a portion of the company revenue and expenditure is denominated in foreign currencies.

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

Its business may be adversely affected if the company is unable to maintain and grow its brand image.

The company is dependent on third party transportation and logistics service providers. Any increase in the charges of the services provided by these entities could adversely affect its business, results of operations and financial condition.

The company operates in a market that is highly competitive. If its unable to respond adequately to the increased competition or pricing pressure the company expect to face, its could lose market share and the company revenues and profits could decline, which could adversely affect its business.

The company is dependent on third parties for the supply of utilities, such as water, gas and electricity, at its manufacturing facilities and any disruption in the supply of such utilities could adversely affect the company manufacturing operations.

Failures to maintain confidential information of the company customers could adversely affect its results of operations or damage the company reputation.

Its Registered Office and Corporate Office, the company Naroda Facility and R&D centre are located on leased or rented premises and there can be no assurance that these lease agreements will be renewed upon termination or that the company will be able to obtain other premises on lease on same or similar commercial terms.

Its insurance coverage may not adequately protect the company against all losses or the insurance cover may not be available for all the losses depending on the insurance policy, which could adversely affect business, results of operations and financial condition.

The availability of counterfeit generic products passed off by others as its products, could adversely affect the company reputation, goodwill and results of operations.

The company is required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate its business, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on its results of operations.

The company is dependent upon its Promoters, its management team as well as on the company ability to attract and retain personnel with technical expertise. If the company is unable to attract or retain such qualified personnel, this could adversely affect its business, results of operations and financial condition.

The company does not hold 100% stake in some of its Subsidiaries, RPPL and Havix. Any future interest in these Subsidiaries may not accrue to the shareholders of the Company.

The proceeds from the Offer for Sale component of the Offer shall be received directly by the Selling Shareholders.

Any surplus production and failures to manage inventory could adversely affect its business, results of operations and financial condition.

Certain non-GAAP financial measures and other statistical information relating to its 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 with those presented by other companies.

Its employees, suppliers and distributors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

Its ability to pay dividends in the future may be affected by any material adverse effect on its future earnings, financial condition or cash flows.

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

The company currently relies on its systems including information technology systems and products processing/quality assurance systems and their failures could adversely affect its manufacturing operations.

Certain sections of this Red Herring Prospectus contain information from the F&S Report which the company has commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

Fluctuations in interest rates could adversely affect its results of operations.

Information relating to the installed manufacturing capacity, actual production and capacity utilization of its manufacturing facilities included in this Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary.

Upon listing, its may be subject to additional costs/unanticipated expenses arising from the obligations that a listed public company has to comply with, under the applicable regulatory framework in India. Further, certain Directors do not have any prior experience in directorship of listed entities, which may affect its ability to meet such additional compliance requirements.