Indegene

Domain expertise in healthcare.

Robust digital capabilities and in-house developed technology portfolio.

Track record of establishing long-standing client relationships.

Global delivery model.

Experienced management and motivated talent pool supported by marquee investors.

Track record of creating value through acquisitions.

Its business is solely focused on the life sciences industry and may be adversely impacted by factors affecting the life sciences industry, including the growth of the overall life sciences industry, outsourcing and other trends.

As its business is solely focused on the life sciences industry and a significant portion of its business is attributable to certain large clients located in North America and Europe, its business and profitability is dependent on factors affecting the life sciences industry and the company continuing relationships with such key clients.

Its business and revenue models may be unfamiliar to prospective investors.

The majority of its revenues are derived from the company Subsidiaries. Any disruptions in the operations of one or more of its Subsidiaries may adversely affect its business, financial condition, results of operations.

The company proposes to utilize approximately 52.41% of the Net Proceeds by way of investments in its Subsidiaries by way of debt, towards identified objects of the Offer. The use of such funds will be subject to the laws of the countries in which its Subsidiaries are incorporated, and the company may have limited control over the manner in which such funds are utilized.

The life sciences operations industry is highly competitive, and it is difficult to predict its future prospects.

Its business continuity and disaster recovery plans may be inadequate. If any disruption that the company has not contemplated in its business continuity and disaster recovery plans occurs or if the company is unable to ensure that key services are resumed within agreed timelines, its business, financial condition and results of operations may be adversely affected.

There may be delays in timing of revenue recognition which may cause its margins to fluctuate.

If the company is unable to manage attrition and attract and retain skilled professionals, it may have an adverse impact on its business prospects, reputation and future financial performance.

If the company underprice its work orders, overrun its cost estimates, or fail to receive approval for or experience delays in documentation of change orders, its business, financial condition, results of operations, or cash flows may be adversely affected.

The audit reports of the Company for the Financial Year 2022 and the nine months ended December 31, 2023 and 2022 contain certain emphasis of matter paragraphs, and the Companies (Auditor`s Report) Order, 2016 of the Company for the Financial Years 2023, 2022 and 2021 contain certain remarks.

If the company is unable to generate new engagements from its clients, it may have a negative impact on the company`s business, cash flows and results of operations.

If its client engagements are terminated or reduced in scope, it may have a negative impact on its business, cash flows and results of operations.

Its Registered and Corporate Office is on a leased premises. The company does not own any immovable property and failure to renew, any revocation or adverse changes in the terms of its leases may have an adverse effect on the company`s business, prospects, results of operations and financial condition.

The company is subject to regulatory requirements in the performance of services under its client contracts and if the company fail to comply with such requirements, its reputation, business, financial condition, results of operations and cash flows may be adversely affected.

The company is subject to data protection and other laws that restrict the collection, use and disclosure of health information and other sensitive or private information. Any failure to comply with such laws could result in liabilities and damage to its reputation.

The company relies on sub-contractors and third-party service providers who may not perform their obligations satisfactorily or in compliance with law, and its may have no recourse against such sub-contractors and service providers.

If its clients restructure their business and operations, this may result in terminations of their engagements with it or in a reduction of their reliance on its solutions, which could harm its operating results and financial condition.

There have been certain instances of delays in payment of statutory dues by the Company. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on its financial condition and cash flows.

The adoption of generative artificial intelligence ("Gen AI") by the life sciences industry could lead to changes in its customers` operations and, in turn, its revenue and profitability. The integration of Gen AI in its tools and platforms also exposes it to additional data security and privacy risks.

The company is exposed to counterparty credit risk and any delay in receiving payments or non-receipt of payments may adversely impact its business, financial condition, cash flows and results of operations.

If the company fail to deliver solutions in accordance with contractual requirements, its could be subject to significant costs or liability and its reputation could be harmed.

Its international operations expose it to complex management, legal, tax and economic risks, and exchange rate fluctuations, which could adversely affect its business, financial condition and results of operations.

Its inability to meet its obligations, including financial and other covenants under its debt financing arrangements could adversely affect its business, financial condition, results of operations and cash flows. Further, the company may be subject to prepayment penalties in the event its prepay some of the company loans.

Its past growth rates may not be indicative of its future growth, and if the company is unable to manage its growth, any business diversification initiatives, adapt to evolving client demands and market trends, or execute its strategies effectively, its business, financial condition, cash flows and prospects may be adversely affected.

If the company is unable to ensure that its tools and platforms interoperate with a variety of software applications that are developed by others, the company may become less competitive and its business, results of operations, and financial condition may be harmed.

Its results of operations and ability to grow could be affected if its cannot successfully yield the intended results from the company investment in tools and platforms or keep pace with technological changes in the provision of its solutions.

The company may be unable to fully realize the anticipated benefits of acquisitions or any future acquisitions successfully or within its intended timeframe. If the company is unable to identify expansion opportunities or experience delays or other problems in implementing its strategy of expanding its scale through acquisitions, its growth, business, financial condition, results of operations and prospects may be adversely affected.

Some of its Shareholders are also substantial shareholders in an entity which has an omnichannel SaaS platform business catering to a similar client base as its Omnichannel Activation solutions, which may result in conflicts of its Shareholders` interests.

The company is subject to non-compete provisions that limit its ability to take advantage of business opportunities.

Its sales efforts involve considerable time and expense, and the company revenues may not justify expenses incurred towards sales efforts.

Restrictions on work permits or travel may affect its ability to compete for and provide services to clients in North America or other regions, which could hamper its growth and adversely affect the company`s business, results of operations and financial condition. The company also face tax risks from its employees` time at client facilities in foreign jurisdictions.

Its relationships with existing or potential clients who are in competition with each other may adversely impact the degree to which other clients or potential clients avail of its solutions, which may adversely affect it.

Its clients faces intense competition from lower cost generic products and other competing products, which may lower the amount that they spend on its solutions and could have an adverse effect on the company`s business, results of operations, cash flows, and financial condition.

The company has in the past been in non-compliance with certain reporting requirements under FEMA, within the prescribed period.

Any failure to protect its intellectual property rights may have an adverse effect on its business, financial condition and results of operation.

The company may infringe the intellectual property rights of third parties, and any actions taken against it may have an adverse effect on its business, financial condition and reputation.

The company incur significant employee benefits expense. An increase in employee costs, including on account of changes in regulations, may prevent it from maintaining its competitive advantage and may reduce the company profitability.

The strength of its flagship "Indegene" brand as well as the company`s "NEXT" and "DT Consulting" brands is crucial to its success, and the company may not succeed in continuing to maintain and develop its brands.

Its ability to operate the company`s business, maintain its competitive position and implement its business strategy is dependent to a significant extent on the company Key Managerial Personnel, Senior Management Personnel and executives.

Certain of its corporate filings and records are not traceable, while certain corporate records have errors. The company cannot assure that regulatory proceedings or actions will not be initiated against us in the future and the company will not be subject to any penalty imposed by the competent regulatory authority in this regard.

Its insurance coverage may be inadequate, which could have an adverse effect on the company`s financial condition and results of operations.

There are outstanding legal proceedings involving the Company, Subsidiaries and Directors. Any adverse decision in such proceedings may render it liable to liabilities/penalties and may adversely affect its business and results of operations.

The company has certain contingent liabilities and commitments that may adversely affect its financial condition.

The company has entered into, and will continue to enter into, related-party transactions which may potentially involve conflicts of interest.

The COVID-19 pandemic, or any future pandemic or widespread public health emergency, could impact its business, financial condition, cash flows and results of operations.

Its Directors, Key Managerial Personnel and Senior Management Personnel may have interests in the Company in addition to reimbursement of expenses incurred and receipt of remuneration from the Company.

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

Its ability to pay dividends in the future will depends upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements.

The company has issued Equity Shares during the preceding 12 months from the date of this Red Herring Prospectus at a price which may not be indicative of the Offer Price.

The company is unable to disclose financial information regarding its Group Company, Exeevo, Inc.

Its ability to invest in foreign subsidiaries or joint ventures is constrained by applicable restrictions under Indian overseas investment laws as well as laws of the relevant international jurisdictions, which could adversely affect its business prospects and international growth strategy.

Grants of stock options under the Indegene Limited Employee Stock Option Plan 2020 ("ESOP 2020") and the Indegene Limited Employee Restricted Stock Unit Plan, 2020 ("RSU 2020") may result in a charge to its profit and loss account and will, to that extent, reduce its profits.

Certain sections of this Red Herring Prospectus contain information from the Everest Report which has been commissioned by it and any reliance on such information for making an investment decision in this Offer is subject to inherent risks.

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.