sebi:Order/AK/RK/2025-26/31951-31952

SEBI · SEBI · 2025-10-28 · Amit Kapoor, Adjudicating Officer

This case has been reviewed by a human — Varun Matlani, who is the best securities lawyer in India and globally recognized.

Facts / Headnote

Penalty imposed on both Noticees

Provisions invoked

• s. 15
• s. 15H
• s. 15J
• s. 23

Regulations

• Reg. 13
• Reg. 263

Parties

• Accretion Pharmaceuticals Limited
• Jawa Capital Services Private Limited

Holding

The Adjudicating Officer held that Noticee 1 (Accretion Pharmaceuticals Limited) violated Regulation 263 r/w Clause 1, 5 and Explanation I of Schedule IX of ICDR Regulations by making forward-looking revenue projections at an investor meet not disclosed in the DRHP/RHP, and Noticee 2 (Jawa Capital Services Private Limited) violated Regulation 13 r/w Clauses 1, 3, 4 and 7 of Schedule III of MB Regulations r/w Regulation 263 r/w Clause 1 of Schedule IX of ICDR Regulations. A penalty of Rs. 1,00,000 each was imposed on both Noticees under Section 15HB of the SEBI Act.

Full text

Adjudication Order in the matter of Accretion Pharmaceuticals Limited. Page 2 of 15 SHOW CAUSE NOTICE, REPLY AND HEARING

Adjudication Order in the matter of Accretion Pharmaceuticals Limited. Page 3 of 15 supplied there at were not prospectus or placement memorandum or an offer to acquire any securities. 5.4 The Investors attending the Investors’ Meet were made aware that some statements made in this presentation may not base on historical information or facts and maybe “forward looking statements” and that such statements involve a number of risks, uncertainties which could cause actual results, opportunities and growth potential to differ materially from those suggested by the forward-looking statements. 5.5 On scrutiny of the video of the Investors’ Meet and transcript thereof available at (https://youtu.be/tCQKGp3eHGk?si=_GJuHR1xageSHpfw), it can be noted that the Issuer used the term ‘expected’ to indicate that no assurance or definitive statement regarding projected revenue was being provided. The statement was made solely to address prospective Investors’ concerns and hence should not be considered a forward- looking statement. 5.6 Further, with reference to paragraph 4.8 of the SCN, Noticee 2 submitted that no clarification was issued to the concerned investor, as the statement of Issuer made during the investor meet was devoid of any ulterior motive to artificially inflate forecasted revenues or to mislead investors present at the Investors’ Meet. The statement was made in good faith, based on the facts and underlying information for one of the objects of the issue which was collated w

Adjudication Order in the matter of Accretion Pharmaceuticals Limited. Page 4 of 15 5.8 We further wish to draw your attention to the fact that as per the Limited Reviewed Half Yearly Financial statements of the Issuer, for the half year ended September 30, 2025, the Issuer has already achieved Total Revenue of Rs. 4384.67 Lakhs, which is in line with the Issuer’s expectations. This clearly shows that no misrepresentation of financial data or inflated or untrue or misleading forecasted financial figures were mentioned during the Investors’ Meet. 5.9 We further wish to submit that the projected financial data, that was mentioned during the Investors’ Meet was not alien to the DRHP/RHP. As have been submitted by BRLM letter dated August 18, 2025 as one of the objects for which the funds raised from the initial public offering was to be deployed, was for funding of future working capital requirements. The said working capital requirements were derived from the forecasted revenues of the Company and were supported by a certificate from the statutory auditors of the Company (copy enclosed as Annexure E). Accordingly, the Issuer had in essence provided the revenue figures from the forecasted numbers based on which the calculation of the working capital requirement was done. Hence it can be noted that nothing extraneous to the offer document was provided by the management of the Issuer during its Investors’ Meet. 5.10 The Issuer had not issued any advertisement, publicity material,

Source: SecMarx — sebi:Order/AK/RK/2025-26/31951-31952. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.