Rajani Associates Advises on Justo IPO Amidst Flurry of High-Value M&A and Corporate Deals

New Delhi – In a sign of continued buoyancy in India’s capital markets, Rajani Associates has successfully acted as the legal counsel for both the issuer, Justo, and the Book Running Lead Manager (BRLM), Vivro Financial Services Private Limited, on the Justo Initial Public Offering (IPO). The transaction team, led by Senior Partner Sangeeta Lakhi and supported by Associate Shriya Nandedkar, navigated the complex regulatory landscape to bring the public issue to fruition.

This IPO is a prominent example of the vibrant deal-making environment characterizing the Indian corporate sector, which has recently seen a surge in high-stakes mergers and acquisitions (M&A), significant government tenders, and strategic international expansions across key industries like pharmaceuticals, medical devices, and defence. These activities underscore a robust demand for sophisticated legal advisory in areas spanning securities law, cross-border M&A, regulatory compliance, and international trade.

The Legal Architecture of Capital Raising: A Closer Look at the IPO

The role of legal counsel in an IPO is foundational to its success. For Rajani Associates, advising on the Justo IPO involved a multi-faceted mandate governed primarily by the regulations set forth by the Securities and Exchange Board of India (SEBI). The firm's responsibilities would have included conducting extensive legal due diligence on the issuer to identify and mitigate potential risks, ensuring the accuracy and completeness of disclosures in the Draft Red Herring Prospectus (DRHP) and subsequent offer documents.

This process is critical for investor protection and requires meticulous verification of corporate records, material contracts, litigation history, and regulatory compliance. The legal team is instrumental in drafting key sections of the prospectus, ensuring that all statements are legally sound and conform to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Advising both the issuer and the BRLM necessitates a delicate balance, ensuring that the interests of both parties are aligned while upholding stringent compliance standards.

Cross-Border M&A Heats Up in MedTech and Pharma

While capital markets remain active, the M&A space is witnessing particularly aggressive strategic moves, especially from Indian companies looking to establish a global footprint and acquire specialized technological capabilities.

The medical device manufacturer Poly Medicure has been notably active, recently announcing the acquisition of 100% of Medistream SA, the Italian parent of the Citieffe Group, for €31 million. This transaction marks the company’s strategic entry into the lucrative global orthopaedics market. From a legal standpoint, such a cross-border acquisition involves navigating Italian corporate law, conducting due diligence across multiple jurisdictions (Italy, USA, Mexico), and structuring the deal to optimize tax and regulatory outcomes. This followed an earlier €18.3 million acquisition of the Netherlands-based PendraCare Group, a move aimed at scaling its cardiology business. Funding these ambitious acquisitions through a Qualified Institutional Placement (QIP) of approximately ₹1,000 crore in late 2024 adds another layer of legal complexity, involving compliance with SEBI's specific regulations for such placements.

Rahul Gautam, President of Strategy and Corporate Development at Poly Medicure, highlighted the market's potential, noting the orthopaedics sector is a "$61 billion" industry. He added, "Within that, trauma and extremity is the largest segment at about $12 billion, and it's growing the fastest at about 6 to 7%.”

Similarly, pharmaceutical major Lupin has expanded its European presence through its subsidiary's €190 million acquisition of VISUfarma, an Amsterdam-based eyecare company. This deal not only diversifies Lupin's portfolio but also serves as a strategic hedge against potential trade headwinds. For legal teams, this transaction required deep expertise in European M&A regulations, intellectual property rights transfer for pharmaceutical products, and an understanding of the intricate regulatory frameworks governing the healthcare sector in countries like Italy, the UK, Spain, Germany, and France.

Navigating International Trade Law and Regulatory Hurdles

The current geopolitical climate has brought international trade law to the forefront of corporate legal strategy. Lupin's recent activities provide a compelling case study. The company, which earns approximately 40% of its revenue from the US, has been closely monitoring potential tariff implications. The clarification that a potential 100% US tariff would not apply to generic medicines—the bulk of Indian pharma exports—provided significant relief.

However, the company's legal and strategic teams are proactively planning for various contingencies. CEO Vinita Gupta outlined potential legal and operational shifts: “We may move a few high-value products to our US manufacturing site if tariffs are imposed. We are also exploring shifting product rights to the US, which may raise some tax costs but will benefit us.” This strategy involves complex legal considerations, including transfer pricing regulations, intellectual property law, and corporate restructuring to legally re-domicile product rights, all while navigating the tax implications of such moves.

On the regulatory front, Lupin’s receipt of US FDA approval for its Rivaroxaban oral suspension demonstrates another critical area for legal and compliance teams. Securing FDA approval is a monumental task requiring years of meticulous documentation, adherence to Good Manufacturing Practices (GMP), and navigating the complex procedural requirements of the US Food, Drug, and Cosmetic Act. Legal counsel plays a vital role in this process, from advising on the application strategy to managing communications with the regulatory agency.

Defence and Infrastructure: The Legal Framework of High-Value Tenders

The Indian government's focus on domestic manufacturing and infrastructure has created a pipeline of large-scale projects, each underpinned by a complex legal and contractual framework. An aerospace and defence company recently saw its stock rise after the Indian Army reportedly issued a massive ₹30,000 crore tender for the Quick Reaction Surface-to-Air Missile (QRSAM) project.

For legal teams involved in such public procurement, the process is governed by the Defence Procurement Procedure (DPP) or its successor frameworks. This involves preparing compliant bids, negotiating intricate contract terms related to performance guarantees, liability, intellectual property rights for indigenously developed technology, and navigating offset obligations. The appointment of a lead integrator in such a project also entails drafting and negotiating a web of sub-contracts and consortium agreements, each a legally complex document defining roles, responsibilities, and risk allocation. The successful execution of such large orders is contingent on a rock-solid legal foundation that can withstand the long-term nature and high stakes of defence contracting.

As Indian corporations continue to expand, raise capital, and navigate an increasingly complex global landscape, the demand for astute legal counsel has never been greater. The recent activities, from the Justo IPO advised by Rajani Associates to the strategic acquisitions by Poly Medicure and Lupin, highlight the indispensable role that legal professionals play in enabling growth, managing risk, and shaping the future of India Inc.