DRAFT RED HERRING PROSPECTUS

Dated September 25, 2024

Please read section 32 of the Companies Act, 2013
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer
(Please scan this QR code to view the Draft Red Herring Prospectus)

INDOGULF CROPSCIENCES LIMITED

CORPORATE IDENTITY NUMBER: U74899DL1993PLC051854
EMAIL AND
REGISTERED AND CORPORATE OFFICE CONTACT PERSON WEBSITE
TELEPHONE
501, Gopal Heights Plot No – D-9, Netaji Subhash Place, New Delhi – Sakshi Jain Email: cs@groupindogulf.com www.groupindogulf.com
110034, Delhi, India Company Secretary and Telephone: +91 11 4004 0417
Compliance Officer
OUR PROMOTERS: OM PRAKASH AGGARWAL, SANJAY AGGARWAL, ANSHU AGGARWAL AND ARNAV AGGARWAL
DETAILS OF THE OFFER TO THE PUBLIC
SIZE OF THE FRESH SIZE OF THE ELIGIBILITY AND SHARE RESERVATION AMONG QIBs, NIIs,
TYPE TOTAL OFFER SIZE
ISSUE OFFER FOR SALE RIIs AND ELIGIBLE EMPLOYEES
Fresh Issue and Offer Up to [●] Equity Shares of Up to 3,854,840 Up to [●] Equity Shares of This Offer is being made in compliance with Regulation 6(1) of the Securities
for Sale face value of ₹ 10 each Equity Shares of face face value of ₹ 10 each and Exchange Board of India (Issue of Capital and Disclosure Requirements)
aggregating up to ₹ 2,000 value of ₹ 10 each aggregating up to ₹ [●] Regulations, 2018, as amended (the “SEBI ICDR Regulations”). For further
million aggregating up to ₹ million details, see “Other Regulatory and Statutory Disclosures – Eligibility for the
[●] million Offer” on page 414. For details in relation to share reservation among QIBs, NIIs,
RIIs and Eligible Employees, see “Offer Structure” on page 433.
DETAILS OF THE OFFER FOR SALE
NAME OF THE SELLING TYPE NUMBER OF EQUITY SHARES OFFERED (UP WEIGHTED AVERAGE COST OF
SHAREHOLDER TO)/AMOUNT (IN ₹ MILLION) ACQUISITION PER EQUITY SHARE (IN ₹)*
Om Prakash Aggarwal (HUF) Selling Shareholder Up to 1,540,960 Equity Shares of face value of ₹ 10 each 0.16
aggregating up to ₹ [●] million
Sanjay Aggarwal (HUF) Selling Shareholder Up to 2,313,880 Equity Shares of face value of ₹ 10 each 0.02
aggregating up to ₹ [●] million
*As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated September 25, 2024.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Floor Price,
Cap Price and Offer Price (as determined by our Company, in consultation with the BRLM, in accordance with the SEBI ICDR Regulations and on the basis of the assessment of market
demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 124, should not be considered to be indicative of the market price of the
Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire
investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own
examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the Bidders is invited to “Risk Factors” on page
30.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and
the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly,
accept responsibility for, and confirm, the statements expressly and specifically made by them in this Draft Red Herring Prospectus only to the extent of information specifically pertaining to
them and their respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect.
The Selling Shareholders do not assume any responsibility, as a Selling Shareholder, for any other statements in Draft Red Herring Prospectus, including, inter alia, any of the statements
made by or relating to our Company or any other Selling Shareholder or any other persons(s).
LISTING
The Equity Shares, once offered through the Red Herring Prospectus, are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together
with BSE, the “Stock Exchanges”). For the purposes of the Offer, the Designated Stock Exchange is [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered
to the RoC (as defined hereinafter) for filing in accordance with Section 26(4) and Section 32 of the Companies Act, 2013, as amended. For details of the material contracts and documents
available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 482.
BOOK RUNNING LEAD MANAGER
NAME AND LOGO OF THE BOOK RUNNING LEAD MANAGER CONTACT PERSON EMAIL AND TELEPHONE

E-mail: mb.ipo@systematixgroup.in
Jinal Sanghvi / Kuldeep Singh
Telephone: +91 22 6704 8000

Systematix Corporate Services Limited

REGISTRAR TO THE OFFER
NAME AND LOGO OF THE REGISTRAR CONTACT PERSON EMAIL AND TELEPHONE

E-mail: ipo@bigshareonline.com
Vinayak Morbale
Telephone: +91 22 6263 8200
Bigshare Services Private Limited
BID/ OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [•]* BID/ OFFER OPENS ON [•]* BID/ OFFER CLOSES ON [•]**#
*Our Company and the Selling Shareholders, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall
Bid on the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/ Offer Opening Date.
**Our Company and the Selling Shareholders, in consultation with the BRLM, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance
with the SEBI ICDR Regulations.
#
The UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Offer Closing Day.
 DRAFT RED HERRING PROSPECTUS
Dated September 25, 2024
Please read section 32 of the Companies Act, 2013
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer

INDOGULF CROPSCIENCES LIMITED

Our Company was originally incorporated as “Jai Shree Rasayan Udyog Limited”, a public limited company, under the provisions of the Companies Act, 1956, pursuant to a certificate of incorporation dated January 22, 1993, issued by the
Additional Registrar of Companies, Delhi and Haryana, and was granted a certificate of commencement of business dated February 16, 1993 by the Registrar of Companies, Delhi and Haryana. Thereafter, the name of our Company was
changed to “Indogulf Cropsciences Limited” pursuant to a Board resolution dated March 19, 2015, and a special resolution passed by our Shareholders at the extraordinary general meeting dated April 2, 2015. A fresh certificate of
incorporation dated April 28, 2015 was issued by the Registrar of Companies, Delhi and Haryana. For further details of change in name and the address of the Registered Office of our Company, see “History and Certain Corporate
Matters” on page 260.
Corporate Identity Number: U74899DL1993PLC051854
Registered and Corporate Office: 501, Gopal Heights Plot No – D-9, Netaji Subhash Place, New Delhi – 110034, Delhi, India;
Telephone: +91 11 4004 0417; Contact Person: Sakshi Jain, Company Secretary and Compliance Officer;
E-mail: cs@groupindogulf.com; Website: www.groupindogulf.com
OUR PROMOTERS: OM PRAKASH AGGARWAL, SANJAY AGGARWAL, ANSHU AGGARWAL AND ARNAV AGGARWAL
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF INDOGULF CROPSCIENCES LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A
PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO [●] MILLION (THE “OFFER”) COMPRISING A FRESH
ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 2,000 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 3,854,840 EQUITY SHARES AGGREGATING UP
TO ₹ [●] MILLION (“OFFERED SHARES”) BY THE SELLING SHAREHOLDERS (“OFFER FOR SALE”, AND TOGETHER WITH FRESH ISSUE, THE “OFFER”), COMPRISING UP TO 1,540,960 EQUITY SHARES
AGGREGATING UP TO ₹ [●] MILLION BY OM PRAKASH AGGARWAL (HUF) AND UP TO 2,313,880 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION BY SANJAY AGGARWAL (HUF) (“SELLING
SHAREHOLDERS”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE ₹10 EACH, AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP
EQUITY SHARE CAPITAL, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER
REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR
COMPANY.

THE COMPANY MAY, IN CONSULTATION WITH THE BRLM, CONSIDER A PRE-IPO PLACEMENT OF SPECIFIED SECURITIES, AS MAY BE PERMITTED UNDER THE APPLICABLE LAW, AGGREGATING
UP TO ₹ [●] MILLION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY,
IN CONSULTATION WITH THE BRLM. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE GENERAL
CORPORATE PURPOSES PORTION OF THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED. THE PRE-
IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE
THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY WILL PROCEED WITH
THE OFFER OR THE OFFER WILL BE SUCCESSFUL AND RESULT IN LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH
INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND
PROSPECTUS.

THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED
BY OUR COMPANY, IN CONSULTATION WITH THE BRLM, AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITIONS
OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE REGIONAL LANGUAGE OF DELHI, WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO
WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE
WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Day, subject to the
Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also
by indicating the change on the respective websites of the BRLM and at the terminals of the members of the Syndicate Members and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the
Sponsor Banks, as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book
Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50%of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the
“QIB Category”), provided that our Company in consultation with the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which Equity Shares are allocated to Anchor Investors. In the event of under-subscription or non-allocation in
the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Category (excluding the Anchor Investor Portion) (the “Net QIB Category”). Further, 5% of the Net QIB Category shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the Net QIB Category shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer
Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Investors (“NIIs”) (“Non-Institutional Category”), in accordance with the SEBI ICDR Regulations, of which one-third of the Non-
Institutional Category shall be available for allocation to Bidders with a Bid size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Category shall be available for allocation to Bidders with a Bid size of
more than ₹1,000,000 and under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in the other sub-category of the Non-Institutional Category in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation to Retail Individual Investors (“RIIs”) (“Retail Category”), in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion,
subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and
shall provide details of their respective bank account (including UPI ID in case of UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or the Sponsor Bank(s), as
the case may be. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 438.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Offer Price, Floor Price or Cap Price, as determined and
justified by our Company, in consultation with the BRLM, and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 124, should not
be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk
factors carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer
have not been recommended or approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 30.
ISSUER’S AND SELLING SHAREHOLDERS’ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the
Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each of the
Selling Shareholders, severally and not jointly, accept responsibility for, and confirm, the statements expressly and specifically made by them in this Draft Red Herring Prospectus only to the extent of information specifically pertaining to
them and their respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. The Selling Shareholders do not assume any
responsibility, as a Selling Shareholder, for any other statements in Draft Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our Company or any other Selling Shareholder or any other persons(s).
LISTING
The Equity Shares, once offered through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant
to letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4)
and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date, see “Material Contracts and Documents for
Inspection” on page 482.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER

Systematix Corporate Services Limited Bigshare Services Private Limited

The Capital, A-wing, No. 603–606 Office No. S6-2, 6th floor, Pinnacle Business Park, Next to Ahura Centre
6th Floor, Plot No. C-70 Mahakali Caves Road, Andheri East, Mumbai – 400093, India
G Block, Bandra Kurla Complex Telephone: +91 22 6263 8200
Bandra (East), Mumbai – 400 051, India E-mail: ipo@bigshareonline.com
Telephone: +91 22 6704 8000 Investor grievance E-mail: investor@bigshareonline.com
E-mail: mb.ipo@systematixgroup.in Website: www.bigshareonline.com
Investor grievance E-mail: investor@systematixgroup.in Contact person: Vinayak Morbale
Website: www.systematixgroup.in SEBI registration number: INR000001385
Contact person: Jinal Sanghvi / Kuldeep Singh
SEBI registration number: INM000004224
BID/ OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE [●]*
BID/ OFFER OPENS ON [●]*
BID/ OFFER CLOSES ON [●]**#
*Our Company and the Selling Shareholders, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid on the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/
Offer Opening Date.
**Our Company and the Selling Shareholders, in consultation with the BRLM, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
The UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Offer Closing Day.
 TABLE OF CONTENTS

SECTION I – GENERAL .................................................................................................................................... 2

DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 2
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ................................................................................................................ 15
FORWARD-LOOKING STATEMENTS ........................................................................................................ 18
SUMMARY OF THE OFFER DOCUMENT ................................................................................................... 20
SECTION II – RISK FACTORS ...................................................................................................................... 30
SECTION III – INTRODUCTION ................................................................................................................... 64
THE OFFER ..................................................................................................................................................... 64
SUMMARY OF FINANCIAL INFORMATION ............................................................................................. 66
GENERAL INFORMATION ........................................................................................................................... 71
CAPITAL STRUCTURE ................................................................................................................................. 79
SECTION IV – PARTICULARS OF THE OFFER ...................................................................................... 107
OBJECTS OF THE OFFER ............................................................................................................................ 107
BASIS FOR OFFER PRICE ........................................................................................................................... 124
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................. 134
SECTION V – ABOUT OUR COMPANY ..................................................................................................... 140
INDUSTRY OVERVIEW .............................................................................................................................. 140
OUR BUSINESS ............................................................................................................................................ 220
KEY REGULATIONS AND POLICIES IN INDIA....................................................................................... 251
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 260
OUR SUBSIDIARIES .................................................................................................................................... 265
OUR MANAGEMENT .................................................................................................................................. 268
OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 287
GROUP COMPANIES ................................................................................................................................... 291
DIVIDEND POLICY ..................................................................................................................................... 294
SECTION VI – FINANCIAL INFORMATION ............................................................................................ 295
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................. 295
OTHER FINANCIAL INFORMATION ........................................................................................................ 365
RELATED PARTY TRANSACTIONS ......................................................................................................... 366
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................... 367
CAPITALISATION STATEMENT ............................................................................................................... 399
FINANCIAL INDEBTEDNESS .................................................................................................................... 400
SECTION VII – LEGAL AND OTHER INFORMATION .......................................................................... 404
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 404
GOVERNMENT AND OTHER APPROVALS ............................................................................................. 409
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 413
SECTION VIII – OFFER INFORMATION .................................................................................................. 426
TERMS OF THE OFFER ............................................................................................................................... 426
OFFER STRUCTURE .................................................................................................................................... 433
OFFER PROCEDURE ................................................................................................................................... 438
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 461
SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ................................................................................................................................................ 462
SECTION X – OTHER INFORMATION ..................................................................................................... 482
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................ 482
DECLARATION .............................................................................................................................................. 485
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below, and references to
any legislation, act, regulations, rules, guidelines, circulars, notifications, clarifications, directions, or policies
shall be to such legislation, act, regulations, rules, guidelines, circulars, notifications, clarifications, directions,
or policies, as amended, updated, supplemented, re-enacted or modified, from time to time and any reference to
a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI Act, the SEBI ICDR
Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Special
Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “History and Certain Corporate
Matters”, “Restriction on Foreign Ownership of Indian Securities”, “Restated Consolidated Financial
Information”, “Outstanding Litigation and Material Developments”, “Offer Procedure” and “Description of
Equity Shares and Terms of the Articles of Association”, on pages 107, 124, 134, 140, 251, 260, 461, 295, 404,
438 and 462, respectively, will have the meaning ascribed to such terms in those respective sections.

General terms

Term Description
“Our Company”, “the Company” or Indogulf Cropsciences Limited, a company incorporated as a public limited company
“the Issuer” under the Companies Act, 1956 and having its Registered Office at 501, Gopal Heights
Plot No - D-9, Netaji Subhash Place, New Delhi – 110034, Delhi, India.
“We”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company and our
Subsidiaries on a consolidated basis, as at and during the relevant period/ Fiscal Year.

Company and Selling Shareholder related terms

Term Description
“AoA” or “Articles of Association” or The articles of association of our Company, as amended
“Articles”
Audit Committee Audit committee of our Company, as described in “Our Management – Committees
of our Board” on page 275
“Auditors” or “Statutory Auditors” The current statutory auditors of our Company, being M/s Devesh Parekh & Co,
Chartered Accountants
“Board” or “Board of Directors” The board of directors of our Company, as constituted from time to time.
Chairman The executive chairman and whole-time director of our Company, being Om Prakash
Aggarwal. For further information, see “Our Management – Brief profiles of our
Directors” on page 270
“Chief Financial Officer” or “CFO” The chief financial officer of our Company, being Manoj Gupta. For further
information, see “Our Management – Key Managerial Personnel” on page 284
Company Secretary and Compliance The company secretary and compliance officer of our Company, being Sakshi Jain.
Officer For further information, see “General Information” and “Our Management – Key
Managerial Personnel” on pages 71 and 284
“Industry Report Provider” or CARE Analytics and Advisory Private Limited
“CARE”
“Industry Report” or “CareEdge The report titled “Industry Research Report on Agrochemical Industry in India”
Report” dated September 18, 2024 prepared by CARE Analytics and Advisory Private
Limited
“CSR Committee” or “Corporate The corporate social responsibility committee of our Company, described in “Our
Social Responsibility Committee” Management – Committees of our Board” on page 275
Director(s) The director(s) on our Board. For further details, see “Our Management – Board of
Directors” on page 268
Equity Shares The equity shares of our Company of face value of ₹ 10 each
“Executive Director(s)” or “Whole Executive director(s) of our Company. For further details of the Executive
time Director(s)” Directors, see “Our Management” on page 268

2
 Term Description
Group Companies Our group companies in accordance with the SEBI ICDR Regulations and the
Materiality Policy. For further details, see “Group Companies” on page 291
Independent Director(s) Non-executive and independent director(s) of our Company who are eligible to be
appointed as independent director(s) under the provisions of the Companies Act, 2013
and the SEBI Listing Regulations. For details of the Independent Directors, see “Our
Management – Board of Directors” on page 268
IPO Committee The IPO committee of our Board
“KMP” or “Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
Personnel” SEBI ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as further
described in “Our Management – Key Managerial Personnel” on page 284
Managing Director The managing director of our Company, namely Sanjay Aggarwal. For further
information, see “Our Management – Brief profiles of our Directors” on page 270
Materiality Policy The policy adopted by our Board on September 20, 2024, for identification of: (a)
outstanding material litigation proceedings; (b) material Group Companies; and (c)
material creditors, pursuant to the requirements of the SEBI ICDR Regulations and
for the purposes of disclosure in this Draft Red Herring Prospectus, the Red Herring
Prospectus and Prospectus
“MoA” or “Memorandum The memorandum of association of our Company, as amended
of Association”
Nomination and Remuneration The nomination and remuneration committee of our Company, described in “Our
Committee Management – Committees of our Board” on page 275
Non-Executive Non-Independent The non-executive non-independent Directors on our Board, described in “Our
Director(s) Management” on page 268
Preference Shares The preference shares of our Company of face value of ₹ 10 each
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters
and Promoter Group” on page 287
Promoters The promoters of our Company in terms of Regulation 2(1)(oo) of the SEBI ICDR
Regulations namely, Om Prakash Aggarwal, Sanjay Aggarwal, Anshu Aggarwal and
Arnav Aggarwal
“Registered Office” or “Registered The registered and corporate office of our Company, situated at 501, Gopal Heights
and Corporate Office” Plot No - D-9, Netaji Subhash Place, New Delhi – 110034, Delhi, India.
“Registrar of Companies” or “RoC” The Registrar of Companies, Delhi and Haryana
Restated Consolidated Financial The restated consolidated financial information of our Company and our Subsidiaries
Information as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022,
which comprises the restated consolidated statement of assets and liabilities as at
March 31, 2024, March 31, 2023 and March 31, 2022, the restated consolidated
statement of profit and loss (including other comprehensive income), the restated
consolidated statement of changes in equity, the restated consolidated statement of
cash flow for the years ended March 31, 2024, March 31, 2023 and March 31, 2022
and the summary of significant accounting policies and other explanatory information
prepared in terms of the requirements of Section 26 of Part I of Chapter III of the
Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in
Company Prospectuses (Revised 2019)” issued by ICAI, as amended from time to
time
Risk Management Committee The risk management committee of our Company, described in “Our Management –
Committees of our Board” on page 275
Selling Shareholders Om Prakash Aggarwal (HUF) and Sanjay Aggarwal (HUF)
Senior Management Personnel Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI
ICDR Regulations and as further described in “Our Management – Senior
Management Personnel” on page 284
Shareholders The holders of the Equity Shares of face value ₹10 each from time to time
“Stakeholders Relationship The stakeholders’ relationship committee of our Company as described in “Our
Committee” or “SR Committee” Management - Committees of our Board” on page 275
Subsidiaries The subsidiaries of our Company as on the date of this Draft Red Herring Prospectus,
as described in “Our Subsidiaries” on page 265

Offer related terms

Term Description
Abridged Prospectus A memorandum containing such salient features of a prospectus as may be specified
by the SEBI in this regard

3
 Term Description
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form
“Allot” or “Allotment” or “Allotted” Unless the context otherwise requires, the allotment of the Equity Shares of face
value ₹10 each pursuant to the Fresh Issue and transfer of the Offered Shares by the
Selling Shareholders pursuant to the Offer for Sale to successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are
to be Allotted the Equity Shares of face value ₹10 each after the Basis of Allotment
has been approved by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares of face value ₹ 10 each are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the SEBI ICDR Regulations and the Red Herring Prospectus, and
who has Bid for an amount of at least ₹ 100 million
Anchor Investor Allocation Price The price at which Equity Shares of face value ₹ 10 each will be allocated to Anchor
Investors according to the terms of the Red Herring Prospectus and the Prospectus,
which will be decided by our Company in consultation with the BRLM on the
Anchor Investor Bid/ Offer Date
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor
Investor Portion, and which will be considered as an application for Allotment in
terms of the Red Herring Prospectus and the Prospectus
Anchor Investor Bidding Date The date, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
Anchor Investors shall be submitted, prior to and after which BRLM will not accept
any Bids from Anchor Investors, and allocation to Anchor Investors shall be
completed
Anchor Investor Offer Price The final price at which the Equity Shares of face value ₹ 10 each will be Allotted to
Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which
price will be equal to or higher than the Offer Price but not higher than the Cap Price

The Anchor Investor Offer Price will be decided by our Company in consultation
with the BRLM, in accordance with the SEBI ICDR Regulations
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date,
and in the event the Anchor Investor Allocation Price is lower than the Offer Price,
not later than two Working Days after the Bid/ Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the BRLM, to Anchor Investors on a discretionary basis, in
accordance with the SEBI ICDR Regulations

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above
the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations
“Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders, to make a
Amount” or “ASBA” Bid and authorising an SCSB to block the Bid Amount in the relevant ASBA
Account and will include applications made by UPI Bidders where the Bid Amount
will be blocked upon acceptance of UPI Mandate Request by the UPI Bidders
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the
ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned
in the relevant ASBA Form and includes the account of a UPI Bidder which is
blocked upon acceptance of a UPI Mandate Request made by the UPI Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to
submit Bids which will be considered as the application for Allotment in terms of
the Red Herring Prospectus and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer
Account Bank(s) and the Sponsor Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares of face value ₹ 10 each will be Allotted to successful
Bidders under the Offer, as described in “Offer Procedure” on page 438
Bid An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding Date
by an Anchor Investor pursuant to submission of the Anchor Investor Application
Form, to subscribe to or purchase the Equity Shares of face value ₹ 10 each at a price
within the Price Band, including all revisions and modifications thereto as permitted
under the SEBI ICDR Regulations. The term “Bidding” shall be construed
accordingly

4
 Term Description
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form, and
payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the
case may be, upon submission of the Bid in the Offer, as applicable

In the case of RIIs Bidding at the Cut off Price, the Cap Price multiplied by the
number of Equity Shares Bid for by such RIIs and mentioned in the Bid cum
Application Form. Eligible Employees applying in the Employee Reservation
Portion can apply at the Cut-Off Price and the Bid Amount shall be Cap Price
multiplied by the number of Equity Shares Bid by such Eligible Employee and
mentioned in the Bid cum Application Form

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹ 500,000. However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in
the event of under-subscription in the Employee Reservation Portion, the
unsubscribed portion will be available for allocation and Allotment, proportionately
to all Eligible Employees who have Bid in excess of ₹ 200,000, subject to the
maximum value of Allotment made to such Eligible Employee not exceeding ₹
500,000
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot [●] Equity Shares of face value ₹ 10 each and in multiples of [●] Equity Shares of
face value ₹ 10 each thereafter
Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between the Bid/ Offer
Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during which
prospective Bidders can submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations and in terms of the Red Herring
Prospectus. Provided that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors

In cases of force majeure, banking strike or similar circumstances, our Company

may, for reasons to be recorded in writing, extend the Bid/ Offer Period for a
minimum of three Working Days, subject to the Bid/ Offer Period not exceeding 10
Working Days
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, being [●], which shall
be published in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper,
Hindi also being the regional language of Delhi where our Registered Office is
located). In case of any revisions, the extended Bid/ Offer Closing Date shall also be
notified on the websites and terminals of the members of the Syndicate, as required
under the SEBI ICDR Regulations and communicated to the Designated
Intermediaries and the Sponsor Bank

Our Company and the Selling Shareholders, in consultation with the BRLM, may
consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/
Offer Closing Date in accordance with the SEBI ICDR Regulations. In case of any
revision, the extended Bid/ Offer Closing Date shall be widely disseminated by
notification to the Stock Exchanges, and also be notified on the websites of the
BRLM and at the terminals of the Syndicate Members, which shall also be notified
in an advertisement in same newspapers in which the Bid/ Offer Opening Date was
published, as required under the SEBI ICDR Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids, being [●], which shall be
published in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper,
Hindi also being the regional language of Delhi where our Registered Office is
located).
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or
implied, includes an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs

5
 Term Description
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations,
in terms of which the Offer is being made
“Book Running Lead Manager” or Systematix Corporate Services Limited
“BRLM” or “Manager”
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the
ASBA Forms, provided that UPI Bidders may only submit ASBA Forms at such
broker centres if they are Bidding using the UPI Mechanism. The details of such
broker centres, along with the names and contact details of the Registered Brokers,
are available on the respective websites of the Stock Exchanges (www.bseindia.com
and www.nseindia.com)
“CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares of face value ₹ 10 each sent
Allocation Note” to Anchor Investors, who have been allocated the Equity Shares of face value ₹ 10
each, on/after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor
Investor Offer Price will not be finalised and above which no Bids will be accepted,
including any revisions thereof. The Cap Price shall be at least 105% of the Floor
Price and shall not be more than 120% of the Floor Price
Client ID Client identification number maintained with one of the Depositories in relation to
the Bidder’s beneficiary account
“Collecting Depository Participant” or A depository participant as defined under the Depositories Act, 1996, registered with
“CDP” SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms
of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued
by SEBI and other applicable circulars issued by SEBI as per the lists available on
the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com,
as updated from time to time
“Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents” or “CRTAs” at the Designated RTA Locations in terms of, among others, SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI as per
the lists available on the websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com, as updated from time to time
Cut-off Price Only Retail Individual Investors in the Retail Category and Eligible Employees
Bidding in the Employee Reservation Portion are entitled to Bid at the Cut-off Price.
QIBs (including Anchor Investors) and Non-Institutional Investors are not entitled
to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID,
where applicable
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) can submit
the ASBA Forms. The details of such Designated CDP Locations, along with names
and contact details of the Collecting Depository Participants eligible to accept ASBA
Forms are available on the respective websites of the Stock Exchanges at
www.bseindia.com and www.nseindia.com and updated from time to time
Designated Date The date on which funds are transferred from the Escrow Account(s) and the
amounts blocked are transferred from the ASBA Accounts, as the case may be, to
the Public Offer Account(s) or the Refund Account(s), as appropriate, in terms of
the Red Herring Prospectus and the Prospectus, after the finalisation of the Basis of
Allotment in consultation with the Designated Stock Exchange, following which
Equity Shares of face value ₹ 10 each may be Allotted to successful Bidders in the
Offer
Designated Intermediaries SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who are
authorized to collect ASBA Forms from the ASBA Bidders, in relation to the Offer
Designated RTA Locations Such centres of the RTAs where ASBA Bidders can submit the ASBA Forms (in
case of UPI Bidder only ASBA Forms under UPI). The details of such Designated
RTA Locations, along with the names and contact details of the RTAs are available
on the respective websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com and as updated from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time
Designated Stock Exchange [●]
“Draft Red Herring Prospectus” or This draft red herring prospectus dated September 25, 2024 issued in accordance
“DRHP” with the SEBI ICDR Regulations, which does not contain complete particulars of

6
 Term Description
the price at which the Equity Shares of face value ₹ 10 each will be Allotted and the
size of the Offer and includes any addenda or corrigenda thereto
Eligible Employees Permanent employees of our Company or of our Subsidiaries (excluding such
employees not eligible to invest in the Offer under applicable laws, rules, regulations
and guidelines), as on the date of filing the Red Herring Prospectus with the RoC
and who continue to be a permanent employee of our Company or our Subsidiaries
until the submission of the ASBA Form and is working and present in India or abroad
as on the date of submission of the ASBA Form and does not include our Promoters
or persons belonging to Promoter Group; or

Director of our Company, whether whole-time or otherwise, not holding either

himself/herself or through their relatives or through any body corporate, directly or
indirectly, more than 10% of the outstanding Equity Shares (excluding Directors not
eligible to invest in the Offer under applicable laws, rules, regulations and
guidelines) as of the date of filing of the Red Herring Prospectus with the RoC and
who continues to be a Director of our Company until submission of the ASBA Form
and is working and present in India or abroad as on the date of submission of the
ASBA Form

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹ 500,000. However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in
the event of an under-subscription in the Employee Reservation Portion post initial
Allotment, such unsubscribed portion may be Allotted on a proportionate basis to
Eligible Employees Bidding in the Employee Reservation Portion, for a value in
excess of ₹ 200,000, subject to the total Allotment to an Eligible Employee not
exceeding ₹ 500,000
Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful
to make an offer or invitation under the Offer and in relation to whom the Red
Herring Prospectus and the Bid Cum Application Form constitutes an invitation to
subscribe or purchase for the Equity Shares of face value ₹ 10 each
Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares of face value of ₹ 10 each
aggregating up to ₹ [●] million which shall not exceed 5% of the post Offer Equity
Share capital of our Company, available for allocation to Eligible Employees, on a
proportionate basis
Escrow Account(s) Account(s) to be opened with the Escrow Collection Bank and in whose favour
Anchor Investors will transfer the money through direct credit/NEFT/RTGS/NACH
in respect of the Bid Amount while submitting a Bid
Escrow and Sponsor Bank(s) The agreement to be entered into amongst our Company, the Registrar to the Offer,
Agreement the BRLM, the Syndicate Members and Banker(s) to the Offer in accordance with
the UPI Circulars, collection of the Bid Amounts from Anchor Investors, transfer of
funds to the Public Offer Account(s) and where applicable remitting refunds, if any,
to Bidders, on the terms and conditions thereof
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an
issue under the SEBI BTI Regulations and with whom the Escrow Account(s) will
be opened, in this case being [●]
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which
the Offer Price and the Anchor Investor Offer Price will be finalised and below
which no Bids will be accepted
Fresh Issue The fresh issue of up to [●] Equity Shares of face value ₹ 10 each by our Company,
at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share)
aggregating up to ₹ 2,000 million. For information, see “The Offer” on page 64

Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement
of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ [●] million prior to filing of the Red Herring Prospectus with the RoC.

The Pre-IPO Placement, if undertaken, will be at a price to be decided by our

Company, in consultation with the BRLM. If Pre-IPO Placement is completed, the
amount raised pursuant to the Pre-IPO Placement will be reduced from the general
corporate purposes portion of the Fresh Issue, subject to compliance with Rule

7
 Term Description
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our
Company will proceed with the Offer or the offer will be successful and result in
listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring
Prospectus and Prospectus.
General Information Document The General Information Document for investing in public offers, prepared and
issued in accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37)
dated March 17, 2020, issued by SEBI, suitably modified and updated pursuant to,
among others, the UPI Circulars and any subsequent circulars or notifications issued
by SEBI from time to time
Gross Proceeds The gross proceeds of the Fresh Issue
June 2021 Circular SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021
Monitoring Agency Monitoring agency appointed pursuant to the Monitoring Agency Agreement
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency prior
to filing of the Red Herring Prospectus
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of [●] Equity
Shares of face value ₹ 10 each which shall be available for allocation to Mutual Funds
only on a proportionate basis, subject to valid Bids being received at or above the
Offer Price
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Proceeds The proceeds of the Fresh Issue less our Company’s share of the Offer related
expenses. For details regarding the use of the Net Proceeds and the Offer related
expenses, see “Objects of the Offer – Net Proceeds” on page 107
Net Offer The Offer, less the Employee Reservation Portion
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares of face value ₹ 10
each Allotted to the Anchor Investors
“Non-Institutional Investors” or All Bidders, including FPIs other than individuals, corporate bodies and family
“NIIs” offices, registered with the SEBI, that are not QIBs (including Anchor Investors) or
Retail Individual Investors or the Eligible Employees Bidding in the Employee
Reservation Portion, who have Bid for Equity Shares for an amount of more than ₹
200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer consisting of [●]
Equity Shares of face value ₹ 10 each which shall be available for allocation to Non-
Institutional Investors, of which (a) one-third portion shall be reserved for applicants
with application size of more than ₹ 200,000 and up to ₹ 1,000,000, and (b) two-thirds
portion shall be reserved for applicants with application size of more than ₹
1,000,000, provided that the unsubscribed portion in either of such sub-categories
may be allocated to applicants in the other sub-category of Non-Institutional
Investors, subject to valid Bids being received at or above the Offer Price
“Non-Resident” or “NR” A person resident outside India, as defined under FEMA and includes NRIs, FPIs
and FVCIs
Offer The initial public offering of up to [●] Equity Shares of face value of ₹ 10 each for
cash at a price of ₹ [●] each (including a share premium of ₹ [●] each), aggregating
up to ₹ [●] million by our Company
Offer Agreement The agreement dated September 25, 2024 amongst our Company and the BRLM,
pursuant to which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale component of the Offer of up to 3,854,840 Equity Shares of face
value ₹ 10 each aggregating up to ₹ [●] million, comprising of an offer for sale of up
to 1,540,960 Equity Shares of face value ₹ 10 each by Om Prakash Aggarwal (HUF),
and up to 2,313,880 of face value ₹ 10 each by Sanjay Aggarwal (HUF)
Offer Price ₹ [●] per Equity Share, being the final price within the Price Band, at which Equity
Shares of face value ₹ 10 each will be Allotted to successful Bidders, other than
Anchor Investors as determined in accordance with the Book Building Process and
determined by our Company, in consultation with the Book Running Lead Manager,
in terms of the Red Herring Prospectus on the Pricing Date. Equity Shares of face
value ₹ 10 each will be Allotted to Anchor Investors at the Anchor Investor Offer
Price in terms of the Red Herring Prospectus

8
 Term Description
The Offer Price will be decided by our Company, in consultation with the BRLM on
the Pricing Date, in accordance with the Book Building Process and in terms of the
Red Herring Prospectus
Offered Shares Up to 3,854,840 Equity Shares of face value ₹ 10 each aggregating to ₹ [●] million
being offered for sale by the Selling Shareholders in the Offer for Sale component of the
Offer
Pre-IPO Placement Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement
of specified securities, as may be permitted under the applicable law, aggregating up
to ₹ [●] million prior to filing of the Red Herring Prospectus with the RoC.

The Pre-IPO Placement, if undertaken, will be at a price to be decided by our

Company, in consultation with the BRLM. If Pre-IPO Placement is completed, the
amount raised pursuant to the Pre-IPO Placement will be reduced from the general
corporate purposes portion of the Fresh Issue, subject to compliance with Rule
19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20%
of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our
Company will proceed with the Offer or the offer will be successful and result in
listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if
undertaken) shall be appropriately made in the relevant sections of the Red Herring
Prospectus and Prospectus.
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum price of ₹ [●] per Equity Share (Cap Price) including any revisions
thereof. The Cap Price shall be at least 105% of the Floor Price and shall be less than
or equal to 120% of the Floor Price. The Price Band and the minimum Bid Lot for
the Offer will be decided by our Company, in consultation with the BRLM, and will
be advertised in all editions of [●] (a widely circulated English national daily
newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper)
and [●] edition of [●] (a widely circulated Marathi daily newspaper, Marathi being
the regional language of Maharashtra, where our Registered Office is situated) at
least two Working Days prior to the Bid/ Offer Opening Date, with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, and shall be made
available to the Stock Exchanges for the purpose of uploading on their respective
websites
Pricing Date The date on which our Company, in consultation with the BRLM, will finalise the
Offer Price
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act,
2013, and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is
determined at the end of the Book Building Process, the size of the Offer and certain
other information, including any addenda or corrigenda thereto.
“Public Offer Account Bank(s)” The banks with which the Public Offer Account(s) is opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in
this case being [●]
Public Offer Account(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section
40(3) of the Companies Act, 2013, to receive monies from the Escrow Account(s)
and ASBA Accounts on the Designated Date
“QIB Category” or “QIB Portion” The category of the Offer (including the Anchor Investor Portion), being not more
than 50% of the Net Offer, consisting of [●] Equity Shares of face value ₹ 10 each
aggregating to ₹ [●] million, which shall be available for allocation to QIBs on a
proportionate basis, including the Anchor Investor Portion (in which allocation shall
be on a discretionary basis, as determined by our Company in consultation with the
BRLM), subject to valid Bids being received at or above the Offer Price or the
Anchor Investor Offer Price (for Anchor Investors)
“Qualified Institutional Buyers” or Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
“QIBs” or “QIB Bidders” ICDR Regulations
“Red Herring Prospectus” or “RHP” The red herring prospectus to be issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will
not have complete particulars of the price at which the Equity Shares of face value ₹
10 each will be offered and the size of the Offer including any addenda or corrigenda
thereto
The Bid/ Offer Opening Date shall be at least three Working Days after the filing of
Red Herring Prospectus with the RoC. The Red Herring Prospectus will become the

9
 Term Description
Prospectus upon filing with the RoC after the Pricing Date, including any addenda
or corrigenda thereto
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) The Banker(s) to the Offer which are a clearing member registered with SEBI under
the SEBI BTI Regulations with whom the Refund Account(s) will be opened, in this
case being [●]
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and eligible to procure Bids in terms of SEBI
circular number CIR/CFD/14/2012 dated October 4, 2012, and the UPI Circulars,
issued by SEBI
Registrar Agreement The agreement dated September 25, 2024 between our Company and the Registrar
to the Offer in relation to the responsibilities and obligations of the Registrar to the
Offer pertaining to the Offer
“Registrar to the Offer” or “Registrar” Bigshare Services Private Limited
“Retail Individual Investors(s)” or Individual Bidders, who have Bid for the Equity Shares of face value ₹ 10 each for
“RII(s)” an amount not more than ₹ 200,000 in any of the bidding options in the Offer
(including HUFs applying through their Karta and Eligible NRIs and does not
include NRIs other than Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Net Offer consisting of [●]
Equity Shares of face value ₹ 10 each, available for allocation to Retail Individual
Investors as per the SEBI ICDR Regulations, subject to valid Bids being received at
or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares of face value
₹ 10 each or the Bid Amount in any of their ASBA Form(s) or any previous Revision
Form(s)

QIB Bidders and Non-Institutional Investors are not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Investors and Eligible Employees Bidding in the Employee
Reservation Portion can revise their Bids during the Bid/ Offer Period and withdraw
their Bids until the Bid/ Offer Closing Date
“Self-Certified Syndicate Bank(s)” or (i) The banks registered with SEBI, offering services in relation to ASBA (other than
“SCSB(s)” through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
4 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
5, as applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
0 or such other website as updated from time to time
Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement,
namely, [●]
Share Escrow Agreement The agreement to be entered into between our Company, the Selling Shareholders
and the Share Escrow Agent in connection with the transfer of the respective portion
of Equity Shares of face value ₹ 10 each being offered by each Selling Shareholder
in the Offer for Sale portion of the Offer and credit of such Equity Shares of face
value ₹ 10 each to the demat account of the Allottees in accordance with the Basis of
Allotment
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list
of which will be included in the Bid cum Application Form
Sponsor Bank(s) The Bankers to the Offer registered with SEBI, which have been appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to
push the UPI Mandate Request and/or payment instructions of the UPI Bidders using
the UPI and carry out other responsibilities, in terms of the UPI Circulars, in this
case being [●]
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
Syndicate Agreement Agreement to be entered into among our Company, the BRLM and the Syndicate
Members in relation to collection of Bid cum Application Forms by Syndicate
Syndicate Members Intermediaries (other than the BRLM) registered with SEBI who are permitted to
accept bids, applications and place order with respect to the Offer and carry out
activities as an underwriter, namely, [●]
“Syndicate” or “Syndicate Members” Together, the BRLM and the Syndicate Members

10
 Term Description
“Systemically Important Non- Systemically important non-banking financial company as defined under Regulation
Banking Financial Company” or 2(1)(iii) of the SEBI ICDR Regulations
“NBFC-SI”
Underwriters [●]
Underwriting Agreement The agreement among the Underwriters and our Company to be entered into on or
after the Pricing Date, but prior to filing of the Prospectus with the RoC
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI.
UPI Bidder(s) Collectively, individual investors who applied as (i) Retail Individual Investors in
the Retail Category; (ii) Eligible Employees in the Employee Reservation Portion;
and (iii) Non-Institutional Investors with a Bid size of up to ₹ 500,000 in the Non-
Institutional Category bidding under the UPI Mechanism through ASBA Form(s)
submitted with Syndicate Members, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agents

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,

2022, all individual investors applying in public issues where the application amount
is up to ₹ 500,000 shall use UPI and shall provide their UPI ID in the bid-cum-
application form submitted with: (i) a syndicate member, (ii) a stock broker
registered with a recognized stock exchange (whose name is mentioned on the
website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as
eligible for such activity), and (iv) a registrar to an issue and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible for such
activity)
UPI Circulars Collectively, the SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated
November 1, 2018, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated
April 3, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28,
2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019,
SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019,
SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, SEBI
circular (SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021, SEBI
circular (SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2021/570) dated June 2, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/P/2022/45) dated April 5, 2022, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022 (to the extent these
circulars are not rescinded by the SEBI RTA Master Circular), SEBI RTA Master
Circular (to the extent that such circulars pertain to the UPI Mechanism), SEBI ICDR
Master Circular, SEBI circular (SEBI/HO/CFD/TPD1/CIR/P/2023/140) dated
August 9, 2023, NSE circulars (23/2022) dated July 22, 2022 and (25/2022) dated
August 3, 2022, the BSE notices (20220722-30) dated July 22, 2022 and (20220803-
40) dated August 3, 2022 and any subsequent circulars or notifications issued by
SEBI or Stock Exchanges in this regard from time to time
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by way of an
SMS directing the UPI Bidders to such UPI linked mobile application) to the UPI
Bidders using the UPI Mechanism initiated by the Sponsor Banks to authorize
blocking of funds equivalent to the Bid Amount in the relevant ASBA Account
through the UPI linked mobile application, and the subsequent debit of funds in case
of Allotment
UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Offer
in accordance with UPI Circulars
UPI PIN Password to authenticate UPI transaction
“Wilful Defaulter” or “Fraudulent Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(lll) of the
Borrower” SEBI ICDR Regulations
Working Day All days on which commercial banks in Maharashtra, India are open for business,
provided however, for the purpose of announcement of the Price Band and the Bid/
Offer Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays
and public holidays on which commercial banks in Maharashtra, India are open for
business and the time period between the Bid/ Offer Closing Date and listing of the
Equity Shares of face value ₹ 10 each on the Stock Exchanges, “Working Day” shall

11
 Term Description
mean all trading days of the Stock Exchanges excluding Sundays and bank holidays
in India in accordance with circulars issued by SEBI, including UPI Circulars

Conventional and general terms and abbreviations

Term Description
A/c Account
AGM Annual general meeting
AIF Alternate Investment Fund
BSE BSE Limited
“Calendar Year” or “Year” Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires
“Companies Act, 2013” or Companies Act, 2013 and the rules, regulations, notifications, modifications and
“Companies Act” clarifications thereunder
Consolidated FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT,
and any amendments or substitutions thereof, issued from time to time
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020, and a pandemic on March 11, 2020
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder
“Depository” or “Depositories” NSDL and/or CDSL
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
“DP” or “Depository Participant” A depository participant as defined under the Depositories Act
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India
EGM Extraordinary general meeting
FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
FI Financial institutions
“Financial Year” or “Fiscal” or “FY” Period of twelve months ending on March 31 of that particular year, unless stated
or “F.Y.” otherwise
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investor) Regulations, 2000) registered
with SEBI
“GoI” or “Central Government” Government of India
GST Goods and services tax
HUF Hindu undivided family
I.T. Act Income - tax Act, 1961
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles
generally accepted in India including the accounting standards specified under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, as amended
IPO Initial public offer
IT Information technology
IT Act Information Technology Act, 2000
MCA Ministry of Corporate Affairs, Government of India
“Mn” or “mn” Million
“N.A.” or “NA” Not applicable

12
 Term Description
NACH National Automated Clearing House
NAV Net asset value
NEFT National electronic fund transfer
Non-Resident A person resident outside India, as defined under FEMA
NPCI National Payments Corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
“NRI” or “Non-Resident Indian” A person resident outside India who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of
India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body” indirectly to the extent of at least 60% by NRIs including overseas trusts in which
not less than 60% of the beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003, and immediately before
such date had taken benefits under the general permission granted to OCBs under
the FEMA. OCBs are not allowed to invest in the Offer
P/E Ratio Price/earnings ratio
PAN Permanent account number allotted under the I.T. Act
R&D Research and development
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
“Rs.” or “Rupees” or “₹” or “INR” Indian Rupees
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI ICDR Master Circular SEBI master circular bearing reference SEBI/HO/CFD/PoD-2/P/CIR/2023/00094
and dated June 21, 2023
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
SEBI Mutual Funds Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/POD-1/P/CIR/2024/37
dated May 7, 2024
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
as repealed pursuant to SEBI AIF Regulations
State Government Government of a state of India.
U. S. Securities Act United States Securities Act of 1933, as amended
US GAAP Generally Accepted Accounting Principles in the United States of America.
“USA” or “U.S.” or “US” The United States of America
“USD” or “U.S.$” United States Dollars
VAT Value added tax

13
 Term Description
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF
Regulations (now repealed) or the SEBI AIF Regulations, as the case may be

Technical and Industry Related Terms

Term Description
A Aerosol
A.I. Active Ingredient
AF Aqueous Flowable
AS Aqueous Solution or Aqueous Suspension
B Bail
C Concentrate
CG Concentrate Granules
CM Concentrate Mixture
CS Capsule Suspensions
D Dust
DF Dry Flowable
DP Dustable Power
DS Soluble Dust
“EC” or “E” Emulsifiable Concentrate
EW Emusion, Oil in Water
“FL” or “F” Flowable (Liquid)
FS Flowable Concentrate for Seeds or Flowable
GL Gel
“GR” or “G” Generic Granules/ Granules
L Liquid (Flowable)
LC Liquid Concentrate or Low Concentrate
LV Low Volatile
“M” or “ME” Micro Encapsulated
MTF Multiple Temperature Formulation
OD Oil Dispersion
“P” or “PS” Pellets
PGP Plant Growth Promoter
PGR Plant Growth Regulator
RTU Ready-to-use
S Solution
SC Suspension Concentrate
SD Soluble Dust
SG Soluble Granules
SL Soluble (Liquid) Concentrate
SP Soluble Powder or Soluble Packet
TB Tablets
ULV Ultra Low Volume Concentrate or Ultra Low
“WDG” or “WG” Wettable Dispersible Granule
“WP” or “W” Wettable Powder
WS Water Soluble
WSC Water Soluble Concentrate
WSG Water Soluble Granules
WSL Water Soluble Liquid
SWP Water Soluble Powder or Water-Soluble Packet
ZC Zeon (Technology) Concentrate

14
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.

All references to:

• “Rupees” or “INR” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India;

• “U.S $”, “U.S. Dollar”, “USD” are to United States Dollars, the official currency of the United States of
America; and

All the figures in this Draft Red Herring Prospectus, except for figures derived from the CareEdge Report (which
are in million or billion), have been presented in million or in whole numbers where the numbers have been too
small to present in million unless stated otherwise. One million represents 1,000,000 and one billion represents
1,000,000,000. Certain figures contained in this Draft Red Herring Prospectus, including financial information,
have been subject to rounding adjustments. Any discrepancies in any table between the totals and the sum of the
amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal. In
certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure
given, and (ii) the sum of the figures in a column or row in certain tables may not conform exactly to the total
figure given for that column or row. However, figures sourced from third-party industry sources may be expressed
in denominations other than million or may be rounded off to other than two decimal points in the respective
sources, and such figures have been expressed in this Draft Red Herring Prospectus in such denominations or
rounded-off to such number of decimal points as provided in such respective sources.

Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page
numbers of this Draft Red Herring Prospectus.

Time

Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time
(“IST”). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar
year.

Financial Data

Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this
Draft Red Herring Prospectus have been derived from the Restated Consolidated Financial Information. For
further information, see “Restated Consolidated Financial Information” on page 295. Our Statutory Auditors have
provided no assurance or services related to any prospective financial information in this Draft Red Herring
Prospectus.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references in this Draft Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated
otherwise, are to the 12 month period commencing on April 1 of the immediately preceding calendar year and
ending on March 31 of that particular calendar year.

Unless the context requires otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar
year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar year. Certain other
financial information pertaining to our Subsidiaries and Group Companies are derived from their respective
audited financial statements.

Unless the context requires otherwise, the financial information in this Draft Red Herring Prospectus is derived
from our Restated Consolidated Financial Information, which comprise the restated consolidated statement of
assets and liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022; the restated consolidated

15
statement of profit and loss (including other comprehensive income); the restated consolidated statement of
changes in equity; the restated consolidated statement of cash flow for the years ended March 31, 2024, March
31, 2023 and March 31, 2022 and the summary of significant accounting policies and other explanatory
information prepared in terms of the requirements of Section 26 of Part I of the Chapter III of the Companies Act,
the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued
by the ICAI, as amended from time to time and e-mail dated October 28, 2021 from SEBI to Association of
Investment Bankers of India, instructing lead managers to ensure that companies provide consolidated financial
statements prepared in accordance with Indian Accounting Standards for the relevant period mentioned herein, as
applicable. For further information, see “Summary of Financial Information”, “Restated Consolidated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 66, 295 and 367, respectively.

There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Draft Red Herring
Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
Company’s financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP
and IFRS, see “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such
as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors’ assessment of our financial condition”
on page 59. The degree to which the financial information included in this Draft Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting policies and practices on the financial disclosures presented in this Draft Red
Herring Prospectus should accordingly be limited.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, discrepancies in any table
between the sums of the amounts listed in the table and totals are due to rounding off. Further, any figures sourced
from third party industry sources may be rounded off to other than to the second decimal to conform to their
respective sources.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 30, 220 and 367, respectively, and elsewhere
in this Draft Red Herring Prospectus, unless otherwise stated or context requires otherwise, have been derived
from Restated Consolidated Financial Information or non-GAAP financial measures as described below.

Non-GAAP Financial Measures

Certain measures included in this Draft Red Herring Prospectus, for instance EBITDA, EBITDA Margin, Return
on Capital Employed (the “Non-GAAP Measures’’), presented in this Draft Red Herring Prospectus are
supplemental measures of our performance and liquidity that are not required by, or presented in accordance with
Ind AS, IFRS or US GAAP. Furthermore, these Non-GAAP Measures, are not a measurement of our financial
performance or liquidity under Indian GAAP, IFRS or US GAAP and should not be considered as an alternative
to net profit/loss, revenue from operations or any other performance measures derived in accordance with Ind AS,
IFRS or US GAAP or as an alternative to cash flow from operations or as a measure of our liquidity. Further,
these Non-GAAP Measures and other statistical and other information relating to operations and financial
performance should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for
the years/ period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance
with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, these Non-GAAP Measures and other statistical and
other information relating to operations and financial performance, are not standardised terms and may not be
computed on the basis of any standard methodology that is applicable across the industry and therefore, may not
be comparable to financial measures of similar nomenclature that may be computed and presented by other
companies and are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable to similarly titled measures presented by other companies. Further, they may have limited utility as a
comparative measure. Although such Non-GAAP financial measures are not a measure of performance calculated
in accordance with applicable accounting standards, our Company’s management believes that they are useful to
an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance.

16
For further information, see “Management’s Discussion and Analysis of Financial Position and Results of
Operations – Key Performance Indicators and Non-GAAP Financial Measures” on page 385.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from the report titled “Industry Research Report on Agrochemical Industry in India” dated September 18,
2024 prepared by CARE Analytics and Advisory Private Limited, which has been prepared exclusively for the
purpose of understanding the industry in connection with the Offer and commissioned and paid for by our
Company, pursuant to the engagement letter dated February 20, 2024. The CareEdge Report is available on the
website of our Company at the following web-link: www.groupindogulf.com until the Bid/ Offer Closing Date.
Unless otherwise indicated, all financial, operational, industry and other related information derived from the
CareEdge Report and included in this Draft Red Herring Prospectus with respect to any particular year, refers to
such information for the relevant calendar year. CARE Analytics and Advisory Private Limited is an independent
agency which has no relationship with our Company, Promoters, any of our Directors, Key Managerial Personnel,
Senior Management Personnel or the Book Running Lead Manager.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but accuracy, completeness relevance
of such information shall be subject to the disclaimers, context and underlying assumptions of such sources. The
data used in these sources may have been reclassified by us for the purposes of presentation and may also not be
comparable. The excerpts of the Industry Report are disclosed in this Draft Red Herring Prospectus and there are
no parts, information, data (which may be relevant for the proposed Offer), left out or changed in any manner.
The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful
and depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such
information. There are no standard data gathering methodologies in the industry in which our Company conducts
business and methodologies, and assumptions may vary widely among different market and industry sources.
Such information involves risks, uncertainties and numerous assumptions and is subject to change based on
various factors, including those discussed in “Risk Factors – Industry information included in this Draft Red
Herring Prospectus has been derived from an industry report commissioned by us for such purpose. There can
be no assurance that such third-party statistical, financial and other industry information is either complete or
accurate” on page 54. Accordingly, no investment decision should be solely made on the basis of such
information.

In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for the Offer Price”
on page 124, includes information relating to our peer group companies. Such information has been derived from
publicly available sources specified therein.

Exchange Rates

This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees
that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These
conversions should not be construed as a representation that such currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate, or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the ₹ and certain currencies:
(in ₹)
Exchange Rate as on#
Currency
March 31, 2024 March 31, 2023 March 31, 2022
1 USD 83.37 82.22 75.81
Source: FBIL Reference Rate as available on www.fbil.org.in and www.oanda.com.
Note: Exchange rate is rounded off to two decimal points.
#
On instances where the given day is a holiday, the exchange rate from the previous working day has been considered.

17
 FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may
be described as “forward-looking statements”.

These forward-looking statements include statements which can generally be identified by words or phrases such
as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”, “may”,
“likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “will likely”, “will pursue” or
other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or
goals of our Company are also forward-looking statements. All statements regarding our expected financial
conditions, results of operations, business plans and prospects are forward-looking statements. These forward-
looking statements include statements as to our business strategy, plans, revenue, and profitability (including,
without limitation, any financial or operating projections or forecasts) and other matters discussed in this Draft
Red Herring Prospectus that are not historical facts. However, these are not the exclusive means of identifying
forward-looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties, and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries
we cater and our ability to respond to them, our ability to successfully implement our strategies, our growth and
expansion, technological changes, our exposure to market risks, general economic and political conditions in India
and globally, which have an impact on our business activities or investments, the monetary and fiscal policies of
India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other
rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,
regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts
of violence.

Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:

1. We are subject to regular inspections and audits, and the success and wide acceptability of our products is
largely dependent upon our quality controls and standards. Any failure to comply with quality standards may
adversely affect our business prospects and financial performance, including cancellation of existing and
future orders which may expose us to warranty claims.

2. The value of our brands may be diluted if there is a change in the brand name for a known product, quality
concern, negative publicity which could adversely affect our business, financial condition and results of
operations.

3. Our inability to collect receivables and default in payment from our customers could result in the reduction
of our profits and affect our cash flows.

4. Any shortfall in the supply of our components and raw materials or an increase in our component or raw
material costs, or other input costs, may adversely affect the pricing and supply of our products and have an
adverse effect on our business, results of operations and financial condition.

5. Our operations are dependent on research and development, and our inability to identify and understand
evolving industry trends, technological advancements, customer preferences and develop new products to
meet our customers’ demands may adversely affect our business.

6. We are required to obtain and/or renew certain registrations from the Central Insecticides Board and
Registration Committee (CIB&RC) for our products manufactured in India. We also register our products in
overseas jurisdictions through our International Distribution Partners to enable exports to such countries. Any
failure to successfully register our products in India or in the international markets may affect our results of
operations and financial condition.

7. We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to
operate our business and our manufacturing facilities, and any delay or inability in obtaining, renewing or

18
 maintaining such permits, licenses and approvals could result in an adverse effect on our results of operations.
We are also required to be in compliance with various laws that are applicable to us and any non-compliance
may have a material adverse effect on our business, financial condition or results of operation.

8. Our business is dependent on our manufacturing facilities and we are subject to certain risks in our
manufacturing process. Any unscheduled, unplanned or prolonged disruption of our manufacturing
operations could materially and adversely affect our business, financial condition and results of operations.

9. Our operations are labour intensive and our manufacturing operations may be materially adversely affected
by strikes, work stoppages or increased wage demands by our employees or those of our suppliers.

10. Newly developed products may replace our existing products and our research and development efforts may
not yield new products, processes and solutions consistently to enable us to remain competitive.

For a further discussion of factors that could cause our actual results to differ from the expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 30, 220 and 367, respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual future gains
or losses could materially be different from those that have been estimated. Forward-looking statements reflect
our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance.
These statements are based on our management’s belief and assumptions, which in turn are based on currently
available information. Although we believe that the assumptions on which such statements are based are
reasonable, any such assumptions as well as statements based on them could prove to be inaccurate and the
forward looking statements based on these assumptions could be incorrect.

Neither our Company, our Directors nor the Syndicate or any of their respective affiliates have any obligation to
update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with
the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of material
developments pertaining to our Company from the date of this Draft Red Herring Prospectus until the time of the
grant of listing and trading permissions by the Stock Exchanges.

19
 SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,
including the sections “Risk Factors”, “Our Business”, “Industry Overview”, “Capital Structure”, “The Offer”,
“Restated Consolidated Financial Information”, “Objects of the Offer”, “Management’s Discussion and
Analysis of Financial Position and Results of Operations” and “Outstanding Litigation and Material
Developments” on pages 30, 220, 140, 79, 64, 295, 107 and 404, respectively, of this Draft Red Herring
Prospectus.

Primary business of our Company

We are engaged in the business of manufacturing of crop protection products, plant nutrients and biologicals in
India. We manufacture Spiromesifen technical with the minimum purity of 96.5% in 2019. We are also one of the
first few indigenous manufacturers of Pyrazosulfuron Ethyl technical (Source: CareEdge Report), with the
minimum purity of 97% indigenously in India and commenced production in 2018. We are also a growing exporter
of crop protection, plant nutrients and biologicals products and we exported our products to over 34 countries.
(Source: CareEdge Report) We have earned the distinction of being a Government of India Recognized ‘Two
Star Export House’. (Source: CareEdge Report).

For further information, see “Our Business” beginning on page 220.

Summary of industry in which our Company operates

The global pesticide industry is dominated by the herbicides segment followed by the fungicides and insecticides
segments. Of the global market size of around USD 69,044 million, herbicides accounts for nearly half of the crop
protection industry globally, however it is on the lower side for India which is around 17% of the total
consumption. Apart from the crop market, another segment that has contributed to the global pesticides market
includes the non-crop market. This segment had a market size of about USD 11 billion in 2023. These pesticides
find their application in homes & gardens, turfs & ornamentals, pest control operations, industrial vegetation
management, forestry, public health, and aquatic, among others. They are used for control of weeds, diseases,
insects, and other pests. Also, they are used for plant growth regulation. With the expected increase in the
application of these pesticides on account of the benefits offered by them, the crop market is estimated to grow at
a faster CAGR compared to that of global non-crop. Accordingly, the global non-crop market is expected to rise
at a CAGR of about 4.1%-5% by 2028 and is estimated to reach the level of approximately USD 14 billion.

For further information, see “Industry Overview” beginning on page 140.

Our Promoters

Om Prakash Aggarwal, Sanjay Aggarwal, Anshu Aggarwal and Arnav Aggarwal are the Promoters of our
Company. For further details, see “Our Promoters and Promoter Group” at page 287.

The Offer

The following table summarizes the details of the Offer size:

Offer of Equity Up to [●] Equity Shares of face value ₹ 10 each for cash at price of ₹ [●] per Equity Share
Shares * (1) (including a premium of [●] per Equity Share), aggregating up to ₹ [●] million
Of which
Fresh Issue (1) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹ 2,000 million
Offer for Sale (2) (3) Up to 3,854,840 Equity Shares of face value ₹ 10 each aggregating up to ₹ [●] million
The Offer consists of
Employee Reservation Up to [●] Equity Shares of ₹ 10 each aggregating up to ₹ [●] million
Portion(4)
Net Offer Up to [●] Equity Shares of ₹ 10 each aggregating up to ₹ [●] million
*
Our Company may, in consultation with the BRLM, consider a Pre-IPO Placement of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ [●] million prior to filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the general corporate purposes portion of the Fresh

20
Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate
the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Offer or the Offer may be successful and will result in listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in
the relevant sections of the Red Herring Prospectus and Prospectus.
(1) The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on September 18, 2024. The Fresh Issue
has been authorized by a resolution of our Board at their meeting held on September 18, 2024 and a special resolution passed by our
Shareholders at their meeting held on September 19, 2024.
(2) Our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated September
18, 2024. For details on the consent and authorisations of the Selling Shareholders in relation to the Offer for Sale, see “The Offer”
beginning on page 64.
(3) Each of the Selling Shareholder, severally and not jointly, confirm that their respective portion of the Offered Shares are eligible for
being offered for sale in terms of Regulation 8 of the SEBI ICDR Regulations.
(4) Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹ 500,000.
However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in the event
of an under-subscription in the Employee Reservation Portion post the initial Allotment, such unsubscribed portion may be Allotted on a
proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹ 200,000, subject to the
total Allotment to an Eligible Employee not exceeding ₹ 500,000. For further details, see “Offer Structure” and “Offer Procedure” on
pages 433 and 438, respectively.

S. No. Name of Selling Shareholder Maximum number/ amount Date of board Date of consent letter
of Equity Shares offered in resolution/
the Offer for Sale authorisation letter
1. Om Prakash Aggarwal (HUF) 1,540,960 September 18, 2024 September 18, 2024
2. Sanjay Aggarwal (HUF) 2,313,880 September 18, 2024 September 18, 2024

The Net Offer shall constitute [●]% of the post-Offer paid-up Equity Share capital of our Company. For further
details, see “The Offer” and “Offer Structure” on pages 64 and 433, respectively.

Objects of the Offer

Our Company proposes to utilise the Net Proceeds towards funding the following objects:

(in ₹ million)

Particulars Estimated amount

Working capital requirements 1,000.00

Repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by our 400.00
Company
Capital expenditure for setting up a new sulphur plant 140.00
General corporate purposes(1) [●]
Net Proceeds# 2,000.00
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised
for general corporate purposes shall not exceed 25% of the gross proceeds from the Fresh Issue.
#
Our Company may, in consultation with the BRLM, consider a Pre-IPO Placement of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ [●] million prior to filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the general corporate purposes portion of the Fresh
Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement,
if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our
Company may proceed with the Offer or the Offer may be successful and will result in listing of the Equity Shares on the Stock Exchanges.
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately
made in the relevant sections of the Red Herring Prospectus and Prospectus.

For further details, see “Objects of the Offer” on page 107.

21
Aggregate pre-Offer shareholding of our Promoters, members of our Promoter Group (other than our
Promoters) and the Selling Shareholders

1. Promoters and Promoter Group (other than our Promoters)

Number of Equity Shares held as

S. % of total pre-Offer paid up equity
Name on the date of this Draft Red
No. share capital#
Herring Prospectus
Promoters
1. Om Prakash Aggarwal 10,542,348 21.61
2. Sanjay Aggarwal 12,797,620 26.23
3. Anshu Aggarwal 8,467,488 17.36
4. Arnav Aggarwal 8,597,392 17.62
Promoter Group (other than our Promoters)
1. Om Prakash Aggarwal HUF* 1,540,960 3.16
2. Sanjay Aggarwal HUF* 2,313,880 4.74
3. Sanshi Aggarwal 1,000,000 2.05
4. Anamica Aggarwal 1,000,000 2.05
5. Rachita Aggarwal 1,000,000 2.05
*
Also a selling shareholder.
#
The post-Offer shareholding of the Selling Shareholders is only indicative in nature and the actual post-Offer shareholding of the Selling
Shareholders will be updated in the Prospectus.

2. Selling Shareholders

Number of Equity
Shares as on the date Number of Offered Shares % of total pre-Offer paid
S. No. Name of the Shareholder
of this Draft Red (up to) up equity share capital*
Herring Prospectus
1. Om Prakash Aggarwal HUF 1,540,960 1,540,960 3.16
2. Sanjay Aggarwal HUF 2,313,880 2,313,880 4.74
*
The post-Offer shareholding of the Selling Shareholders is only indicative in nature and the actual post-Offer shareholding of the Selling
Shareholders will be updated in the Prospectus.

For further details, see “Capital Structure” on page 79.

Summary of Restated Consolidated Financial Information

The summary of selected financial information of the Company derived from the Restated Consolidated Financial
Statements is set forth below.

(₹ in million, unless otherwise specified)

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Equity Share capital 235.19 235.19 235.19
Net worth(1) 2,316.51 2,032.48 1,805.13
Revenue from operations 5,522.34 5,496.56 4,872.10
Profit/(loss) for the year 282.33 224.23 263.63
Basic EPS (₹)(2) 12.00 9.53 11.21
Diluted EPS (₹)(3) 11.94 9.48 11.15
Net asset value per equity share (₹)(4) 97.98 85.96 76.35
Total borrowings(5) 1,545.62 1,892.18 1,013.78
Notes:
(1)
Net worth means paid-up share capital plus other equity.
(2)
Basic earnings per share (₹) is calculated by dividing the net profit or net loss for the year attributable to equity shareholders by the
weighted average number of Equity Shares outstanding during the year.
(3)
Diluted earnings per share (₹) is calculated by dividing the net profit or net loss for the year attributable to equity shareholders by the
weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares
outstanding during the year.
(4)
Net asset value per Equity Share (₹) is computed as the closing net worth divided by the equity shares including preference shares
outstanding as at the respective year end.
(5)
Total borrowings includes both current and non-current borrowings.

For further details, see “Restated Consolidated Financial Information” on page 295.

22
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information

There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required
to be given in the Restated Consolidated Financial Information.

Summary of outstanding litigations and material developments

A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters
in accordance with the SEBI ICDR Regulations and the Materiality Policy as on the date of this Draft Red Herring
Prospectus, is provided below:

Name of Entity Criminal Tax Statutory or Disciplinary Material Aggregate

Proceedings Proceedings Regulatory actions by civil amount
Proceedings SEBI or Stock litigations^ involved*
Exchanges (in ₹
against our million)
Promoters
Company
By the Company 216 Nil N.A. N.A. Nil 104.57
Against the Company Nil 17 Nil N.A. Nil 88.79
Subsidiaries
By the Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against the Nil Nil Nil N.A. Nil Nil
Subsidiaries
Promoters$
By the Promoters Nil Nil N.A. Nil Nil Nil
Against the Promoters 1 7 Nil Nil Nil 39.59
Directors
By the Directors Nil Nil N.A. Nil Nil Nil
Against the Directors 4 7 Nil Nil Nil 40.34
*
To the extent quantifiable.
^
Determined in accordance with the Materiality Policy.
$
As on the date of this Draft Red Herring Prospectus, outstanding litigations involving our Promoters also reflect outstanding litigation
involving our Directors as our individual Promoters are also Directors of the Company.

For further details, see “Outstanding Litigation and Material Developments” on page 404.

Risk Factors
Specific attention of Bidders is invited to the section “Risk Factors” on page 30. Bidders are advised to read the
risk factors carefully before taking an investment decision in the Offer.

Summary of contingent liabilities

The following is a summary table of our contingent liabilities as at March 31, 2024, as indicated in the Restated
Consolidated Financial Information:

(₹ in million)
As at March 31,
Particulars
2024 2023 2022
Estimated amount of the contracts remaining to be executed 12.09 5.13 29.74
on capital account and not provided for (net of advances)
Guarantees issued by bank on behalf of Company 0.62 - -
Custom Duty demand 6.82 2.84 2.84
Sales Tax Matters 2.70 2.70 10.29
Goods & Service tax matters 8.64 1.34 1.34
Income tax matters 16.97 - -
Consumer Dispute Redressal Commission (Ahmedabad) 1.11 1.11 -
Letter of Credit with banks 157.35 89.86 493.94
Total Contingent Liabilities and Commitments 206.29 102.98 538.16

23
For details, see “Restated Consolidated Financial Information – Note 49 – Commitment and Contingent
Liabilities” on page 362.

Summary of related party transactions

The summary of related party transactions as per the requirements under Ind AS 24 – Related Party Disclosures
read with SEBI ICDR Regulations entered into by our Company with related parties as at and for the financial
years ended March 31, 2024, March 31, 2023 and March 31, 2022, derived from the Restated Consolidated
Financial Information are as set out in the table below:

(in ₹ million)
For the year ending
Nature of Transaction
March 31, 2024 March 31, 2023 March 31, 2022
Transactions during the year with related parties:
Rent Paid
Anshu Aggarwal 5.78 4.65 4.23
Sanjay Aggarwal 5.30 2.45 2.45
Om Prakash Aggarwal (HUF) 0.84 0.84 0.84
Arnav Aggarwal 0.40 0.30 -

Rent for Vehicles

Sanjay Aggarwal 0.50 0.50 0.50

Interest on Loans/Deposits
Anshu Aggarwal 0.48 0.52 2.23
Sanshi Aggarwal - - 0.08

Sales to related party

Indo Organics Private Limited 99.27 175.74 115.46
Insecticides (India) Ltd. 19.15 28.66 19.06
Crystal Crop Protection Limited 49.94 0.18 16.74
EYL Ventures LLP (formerly Indogulf Pharma LLP) - 13.74 -
Glownet Sciences Private Limited 0.00 - -

Purchases from related party

Max Indo Private Ltd. 23.09 20.85 18.59
Indo Organics Private Limited - 86.04 134.42
Insecticides (India) Ltd. 54.69 42.80 41.06
Crystal Crop Protection Limited 12.76 53.43 66.57
EYL Ventures LLP (formerly Indogulf Pharma LLP) - 21.35 0.16
HPM Industries limited - 10.07 -
Glownet Sciences Private Limited 0.25 - -

Rental Income
Max Indo Private Ltd. - - 2.00
Abhiprakash Infra Private Limited 0.12 0.03 -
Interest Income
EYL Ventures LLP (formerly Indogulf Pharma LLP) - - 3.76

Loans Accepted
Anshu Aggarwal 1.75 7.40 14.45
Om Prakash Aggarwal 35.69 26.95 28.80
Sanjay Aggarwal 81.68 36.70 32.35
Om Prakash Aggarwal (HUF) - - 36.05
Sanjay Aggarwal (HUF) - - 21.40
Sanshi Aggarwal - - 4.00

24
 For the year ending
Nature of Transaction
March 31, 2024 March 31, 2023 March 31, 2022
Loans Repaid
Anshu Aggarwal 7.69 9.43 42.80
Om Prakash Aggarwal 55.45 24.15 35.45
Sanjay Aggarwal 95.29 31.80 64.41
Sanshi Aggarwal - - 4.00

Advances Given
EYL Ventures LLP (formerly Indogulf Pharma LLP) - 5.26 10.44
Glownet Sciences Private Limited - 1.15 -

Advances Received Back

EYL Ventures LLP (formerly Indogulf Pharma LLP) - 50.40 -
Glownet Sciences Private Limited 1.15 - -
H P M Industries Limited - 9.90 -

Expenses recovered
Indo organics Private Limited 0.36 0.24 -
Crystal Crop Protection Limited 0.10 - -
Glownet Sciences Private Limited 0.05 - -

Salary Paid
Nisha Kaushik 1.50 1.50 1.50
Shrey Kaushik 1.20 1.20 1.13
Shriya Kaushik 0.90 0.90 0.90
Arunika Gupta 0.97 0.90 0.84
Sanshi Aggarwal - - 0.30
Neelam Abhiranjan 0.19 1.08 0.34

Purchase of Capital Goods

EYL Ventures LLP (formerly Indogulf Pharma LLP) 7.18 2.41 -

Expenses paid
EYL Ventures LLP (formerly Indogulf Pharma LLP) - 0.23 4.29
Glownet Sciences Private Limited 0.25 - -
EYL Ventures LLP (formerly Indogulf Pharma LLP) - 1.85 0.08
Glownet Sciences Private Limited 0.00 0.08 -
Sanshi Aggarwal 1.20 1.20 0.40

Remuneration paid*
Om Prakash Aggarwal 19.20 19.20 16.00
Sanjay Aggarwal 19.20 19.20 16.00
Bhupender Kaushik 1.90 1.90 1.90
Pushap Kumar 1.09 1.02 0.90
Saurabh Abhiranjan 0.30 1.74 0.65
Manoj Gupta 1.82 1.77 1.71
Monika Sharma 0.27 - -
Shweta Sharma - - 0.27
Sakshi Jain 0.09 0.38 0.12

Sitting fees
Rahul Gupta 0.01 0.01 0.02
Sandeep Bhutani 0.01 0.01 0.01
Balance outstanding with related parties
Remuneration payable

25
 For the year ending
Nature of Transaction
March 31, 2024 March 31, 2023 March 31, 2022
Om Prakash Aggarwal 0.99 0.99 0.85
Sanjay Aggarwal 0.77 0.77 0.80
Bhupender Kaushik 0.11 0.10 0.11
Pushap Kumar 0.08 0.07 0.05
Saurabh Abhiranjan - 0.14 0.08
Manoj Gupta 0.11 0.11 0.12
Sakshi Jain 0.04 0.02 0.03
Monika Sharma 0.01 - -

Loan Payable
Om Prakash Aggarwal - 19.76 16.96
Sanjay Aggarwal - 13.62 8.72
Anshu Aggarwal - 5.94 7.51

Trade Payables
Indo Organics Pvt Ltd. -0.03 0.85 -0.04
Max Indo Pvt. Ltd. 6.79 2.11 1.43
Insecticides (India) Ltd. 0.92 27.14 10.26
Crystal Crop Protection Limited - 2.65 1.41
EYL Ventures LLP (formerly Indogulf Pharma LLP) - 7.00 0.05
HPM Industries Limited - 0.01 -

Trade Receivables
Indo Organics Pvt Ltd. 133.94 140.97 98.08
Insecticides (India) Ltd. 12.67 - 0.01
Crystal Crop Protection Limited 59.05 - 16.65
EYL Ventures LLP (formerly Indogulf Pharma LLP) - - 0.47
Glownet Sciences Private Limited 0.05 - -

Advances given
H P M Industries Limited - - 9.90
EYL Ventures LLP (formerly Indogulf Pharma LLP) - - 45.14
Glownet Sciences Private Limited - 1.15 -

Salary payable
Nisha Kaushik 0.10 0.10 0.10
Shrey Kaushik 0.09 0.08 0.08
Shriya Kaushik 0.07 0.07 0.07
Arunika Gupta 0.08 0.07 0.06
Neelam Abhiranjan - 0.08 0.07

Rental Income receivable

Abhiprakash Infra Private Limited 0.18 0.04 -

Rent Payable
Anshu Aggarwal - 0.65 -
Arnav Aggarwal - 0.09 -

Rent Payable for Vehicles

Sanjay Aggarwal 0.10 0.01 -
* Excluding post-employment benefits

26
For details of the related party transactions, as per the requirements under Ind AS 24 ‘Related Party Disclosures’
and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial
Information – Note 45 – Related Party Transactions” on page 350.

Financing arrangements

There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our
Directors and their relatives (as defined under Companies Act, 2013) have financed the purchase by any other
person of securities of our Company (other than in the normal course of the business of the financing entity)
during a period of six months immediately preceding the date of this Draft Red Herring Prospectus.

Weighted average price at which the Equity Shares were acquired by our Promoters, members of our
Promoter Group, and the Selling Shareholders in the last one year preceding the date of this Draft Red
Herring Prospectus

The weighted average price at which equity shares were acquired by the Promoters, members of our Promoter
Group and Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus is as
follows:

Number of Equity Shares acquired in the Weighted average price of

Name of the Shareholder
one year preceding the date hereof^ acquisition per Equity Share* (₹)
Promoters
Om Prakash Aggarwal 5,194,924 0.14
Sanjay Aggarwal 6,350,060 0.08
Anshu Aggarwal 4,233,744 Nil
Arnav Aggarwal 470,000 Nil
Promoter Group
Om Prakash Aggarwal HUF# 4,470,480 Nil
Sanjay Aggarwal HUF# 1,156,940 Nil
#
Also a selling shareholder.
*As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated
September 25, 2024.
^Allotment pursuant to bonus issuance of Equity Shares in the ratio of one Equity Shares of face value of ₹ 10 each for every one Equity
Shares of face value of ₹ 10 each held by eligible shareholders as on the record date of our Company holding Equity Shares.

Average cost of acquisition for our Promoters and the Selling Shareholders

The average cost of acquisition per Equity Share acquired by our Promoters and the Selling Shareholders as on
the date of this Draft Red Herring Prospectus is:

Number of Equity
Average cost of acquisition
Name Shares of face value
per Equity Share*(₹)
₹ 10 each held
Promoters
Om Prakash Aggarwal 10,542,348 16.25
Sanjay Aggarwal 12,797,620 26.95
Anshu Aggarwal 8,467,488 8.83
Arnav Aggarwal 8,597,392 Nil
Selling Shareholders
Om Prakash Aggarwal HUF 1,540,960 3.16
Sanjay Aggarwal HUF 2,313,880 2.28
*As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated
September 25, 2024.

Weighted average cost of all Equity Shares transacted in the three years, 18 months and one year preceding
the date of this Draft Red Herring Prospectus

Range of acquisition
Weighted average Cap Price is ‘x’ times
price per Equity
Period cost of acquisition per the weighted average
Share: lowest price –
Equity Share (in ₹)* cost of acquisition**
highest price (in ₹)*
Last one year preceding the date of this 0.04 [●] 0.00 – 10.00
Draft Red Herring Prospectus

27
 Range of acquisition
Weighted average Cap Price is ‘x’ times
price per Equity
Period cost of acquisition per the weighted average
Share: lowest price –
Equity Share (in ₹)* cost of acquisition**
highest price (in ₹)*
Last 18 months preceding the date of this 0.04 [●] 0.00 – 10.00
Draft Red Herring Prospectus
Last three years preceding the date of this 0.04 [●] 0.00 – 10.00
Draft Red Herring Prospectus
*As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated
September 25, 2024.
**To be updated on finalization Price Band

Details of the price at which equity shares were acquired in the last three years immediately preceding the
date of this Draft Red Herring Prospectus by our Promoters, members of our Promoter Group and
Shareholders with the right to nominate Directors or any other rights

Except as stated below, none of our Promoters and members of our Promoter Group have acquired any Equity
Shares of face value ₹ 10 each in the three years immediately preceding the date of this Draft Red Herring
Prospectus:

Number of equity Acquisition price per

Name of Shareholder Date of acquisition
shares acquired equity share (in ₹)*
Promoters
April 25, 2024 76,250 10.00
Om Prakash Aggarwal
May 28, 2024 5,271,174 0.00
April 25, 2024 48,750 10.00
Sanjay Aggarwal
May 28, 2024 6,398,810 0.00
May 28, 2024 4,233,744 0.00
Anshu Aggarwal
March 29, 2023 470,000 0.00
Arnav Aggarwal April 29, 2024 3,700,000 0.00
April 29, 2024 85,216 0.00
May 17, 2024 43,480 0.00
May 28, 2024 4,298,696 0.00
Promoter Group
Om Prakash Aggarwal HUF# May 28, 2024 770,480 0.00
Sanjay Aggarwal HUF# May 28, 2024 1,156,940 0.00
September 29, 2021 500,000 0.00
Sanshi Aggarwal
May 28, 2024 500,000 0.00
Anamica Aggarwal May 28, 2024 500,000 0.00
Rachita Aggarwal May 28, 2024 500,000 0.00
*
As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated
September 25, 2024.
#
Also a selling shareholder.

There are no shareholders who have the right to nominate Directors or any other rights.

Details of pre-IPO placement

Our Company may, in consultation with the BRLM, consider a Pre-IPO Placement of specified securities, as may
be permitted under the applicable law, aggregating up to ₹ [●] million prior to filing of the Red Herring Prospectus
with the RoC.

The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
BRLM. If Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the general corporate purposes portion of the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the
completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior
to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company will proceed with
the Offer or the offer will be successful and result in listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall
be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.

28
Issue of equity shares of our Company for consideration other than cash in the last one year

While our Company has undertaken a bonus issuance, the details of which have been disclosed in “Capital
Structure” on page 79, our Company has not issued any equity shares for consideration other than cash in the one
year preceding the date of this Draft Red Herring Prospectus.

Split or consolidation of equity shares in the last one year

Our Company has not undertaken split or consolidation of its equity shares in the one year preceding the date of
this Draft Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by the SEBI

Our Company has not been granted any exemption by SEBI from complying with any provisions of securities
laws, as on the date of this Draft Red Herring Prospectus.

29
 SECTION II – RISK FACTORS

An investment in equity shares involves a high degree of risk. Potential investors should carefully consider all the
information in the Draft Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. The risks described below are not the only ones relevant to us or our
Equity Shares, the industry in which we operate or to India. Additional risks and uncertainties, not currently
known to us or that we currently do not deem material may also adversely affect our business, results of
operations, cash flows and financial condition. If any or some combination of the following risks, or other risks
that are not currently known or believed to be adverse, actually occur, our business, results of operations and
financial condition could suffer, the trading price of, and the value of your investment in, our Equity Shares could
decline and you may lose all or part of your investment. To the extent the COVID-19 pandemic adversely affects
our business and financial results, it may also have the effect of heightening many of the other risks described in
this section. In order to obtain a complete understanding of our Company and our business, prospective investors
should read this section in conjunction with “Our Business”, “Industry Overview”, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and “Financial Information” on pages 220, 140,
367 and 295, respectively, as well as the other financial and statistical information contained in this Draft Red
Herring Prospectus. In making an investment decision, prospective investors must rely on their own examination
of us and our business and the terms of the Issue including the merits and risks involved.

Potential investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Issue. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Prospective investors should pay
particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal
and regulatory environment, which may differ in certain respects from that of other countries.

Unless otherwise indicated or the context otherwise requires, the financial information for Fiscals 2024, 2023
and 2022 included herein is derived from the Restated Consolidated Financial Statements, included in this Draft
Red Herring Prospectus. For further information, see “Financial Information” on page 295.

Our Company’s Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and
references to a particular Fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise
indicated or the context otherwise requires, in this section, references to “the Company” or “our Company” are
to Indogulf Cropsciences Limited on a standalone basis, and references to “we”, “us”, “our”, are to Indogulf
Cropsciences Limited and its Subsidiaries on a consolidated basis.

Unless otherwise indicated, industry and market data used in this section have been derived from the report
“Industry Research Report on Agrochemical Industry in India” dated September 18, 2024 (the “CareEdge
Report”) prepared and released by CARE Analytics and Advisory Private Limited and commissioned and paid
by our Company in connection with the Offer. The CareEdge Report is available at the following web-link
www.groupindogulf.com. Unless otherwise indicated, all financial, operational, industry and other related
information derived from the CareEdge Report and included herein with respect to any particular year refers to
such information for the relevant calendar year. Also see, “Certain Conventions, Use of Financial Information
and Market Data and Currency of Presentation – Industry and Market Data” on page 17.

INTERNAL RISK FACTORS

1. We are subject to regular inspections and audits, and the success and wide acceptability of our products is
largely dependent upon our quality controls and standards. Any failure to comply with quality standards
may adversely affect our business prospects and financial performance, including cancellation of existing
and future orders which may expose us to warranty claims.

All our products and manufacturing processes are subject to stringent quality standards and specifications While
we believe we undertake the necessary measures and engage internal and external experts to ensure that our
facilities comply with the applicable standards, any failure on our part to maintain the applicable standards and
manufacture products according to prescribed specifications, may lead to loss of reputation and goodwill of our
Company, cancellation of the order and even lead to loss of customers. Additionally, it could expose us to
monetary liability and/or litigation. Certain of our key customers have also visited our facilities and manufacturing
processes in the past, and may undertake similar visits periodically in the future. In addition, certain customers
may require us to retain certain samples of our products supplied to them for a specific period of time in order for
them to conduct quality checks and inspections. Any such occurrence on account of errors and omission could

30
result in damage to our reputation and loss of customers, which could adversely affect our business, operations,
our cash flows and financial condition. In the Fiscals 2024, 2023 and 2022, we have not faced any such instance,
however, failure to meet quality and standards of our products and processes can have serious consequences
including rejection of the product, which will require us to incur additional cost, which will not be borne by the
customer, to replace the rejected product, and loss of customer which could have adverse effect on our reputation,
business and our financial condition. This may result in our customers cancelling present or future purchases of
our products.

The quality of our products is critical to the success of our business, and quality depends on the effectiveness of
our quality control system, which, in turn, depends on a number of factors, including the design of our system,
our quality control training program, and the implementation and application of our quality control policies and
guidelines. Any significant failure or deterioration of our quality control system could result in defective or
substandard products, which, in turn, may result in delays in the delivery of our products and the need to replace
defective or substandard products. As a result, our reputation, business, results of operations and financial
condition could be materially and adversely affected.

2. The value of our brands may be diluted if there is a change in the brand name for a known product, quality
concern, negative publicity which could adversely affect our business, financial condition and results of
operations.

Our brands are among our important assets, some of which have been established for many years. We believe our
brands serve in attracting customers to our products over those of our competitors. Our products are marketed
throughout India through our brands, many of which are well known to farmers. Our business is dependent on the
trust of farmers that they have in the quality of our products as well as on our ability to protect our brand value.
We believe that continuing to develop awareness of our brands, through focused and consistent branding and
marketing initiatives, among brand customers and farmers, is important for our ability to increase our sales
volumes and our revenues, grow our existing market share and expand into new markets.

We also believe most of our brands, including our key branded products like KRANTI, LOGIC, REFERY,
KRIFT, GULFTOP, INDO APACHE, ROOT-O-MAX, PICASO GOLD, command a strong brand recall in India
due to our long presence in the Indian market. Decrease in product quality due to reasons beyond our control or
allegations of product defects, even when false or unfounded, could tarnish the image of our brands and may cause
farmers to choose other products. Our reputation and brands could also be affected by socially motivated groups,
which could lead to a decline in our sales volume. In addition, the considerable expansion in the use of social
media over recent years has compounded the impact of negative publicity. As a result, any adverse publicity
involving our brands, our products or us may impair our reputation, dilute the impact of our branding and
marketing initiatives and adversely affect our business and our prospects. In the past, our Company had faced
certain claims of 116 farmers from various parts of the state of Maharashtra, alleging damages associated with the
use of Diafenthiuron. The aggregate claim of ₹ 7,418,350 was settled, out of which ₹ 7,118,350 was covered from
our insurance policies. Similarly, In July 2023, certain farmers from various parts of the state of Rajasthan,
complained of crop damages associated with the use of Atrazine 50% WP. Our Company is currently in the
process of settling claims of such farmers for an aggregate amount of ₹ 1.42 million. We cannot assure you that
such instances will not happen in the future. Any such incidents in future may have an adverse effect on our results
of operations and financial condition.

3. Our inability to collect receivables and default in payment from our customers could result in the reduction
of our profits and affect our cash flows.

The majority of our sales are to customers on an open credit basis, with standard payment terms of generally
between 15 to 150 days in brand sales, five days to 90 days in institutional sales, and up to 180 days in export
sales. While we generally monitor the ability of our customers to pay these open credit arrangements and limit the
credit we extend to what we believe is reasonable based on an evaluation of each customer’s financial condition
and payment history, we may still experience losses because of a customer being unable to pay. As a result, while
we maintain what we believe to be a reasonable allowance for doubtful receivables for potential credit losses
based upon our historical trends and other available information, there is a risk that our estimates may not be
accurate.

31
 Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
₹ million % of gross ₹ million % of gross ₹ million % of gross
revenue from revenue from revenue from
operations operations operations
Trade receivables 2,213.71 38.71 1,764.66 31.05 1,415.99 27.95

Further, our receivable turnover days were 146, 117 and 106 days, respectively, in the same periods. For further
information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Quantitative and Qualitative Disclosures About Market Risk – Credit Risk” and “Restated Consolidated Financial
Information – Note 45 – Related Party Transactions” on pages 394 and 350, respectively. Any increase in our
receivable turnover days will negatively affect our business. If we are unable to collect customer receivables or if
the provisions for doubtful receivables are inadequate, it could have a material adverse effect on our business,
financial condition and results of operations.

Macroeconomic conditions could also result in financial difficulties, including insolvency or bankruptcy, for our
customers and dealers, and as a result could cause customers and dealers to delay payments to us, request
modifications to their payment arrangements, that could increase our receivables or affect our working capital
requirements, or default on their payment obligations to us. In particular, farmers may be adversely affected by a
number of factors beyond their control, such as, severe monsoon, drought or low prices for their crops, which
could affect their financial condition and consequently their ability to pay the dealers for products that have already
been sold to them and used by them. An increase in bad debts or in defaults by our customer and dealers may
compel us to utilize greater amounts of our operating working capital and result in increased interest costs, thereby
adversely affecting our results of operations and cash flows.

4. Any shortfall in the supply of our components and raw materials or an increase in our component or raw
material costs, or other input costs, may adversely affect the pricing and supply of our products and have
an adverse effect on our business, results of operations and financial condition.

Success of our existing and planned operations depends on, among other things, our ability to source sufficient
amounts of raw materials at competitive prices for our manufacturing facilities. Our components and raw materials
are subject to supply disruptions and price volatility caused by various factors such as currency fluctuations,
customer demand, changes in government policies and regulatory sanctions. In connection with our manufacturing
facilities, we purchase the required raw materials from third party suppliers in India. Set forth below are the details
of the consolidated cost of raw materials and components consumed along with our percentage of consolidated
total expenses:
(in ₹ million, except percentages)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Cost of raw materials and components 4,026.65 4,183.60 3,062.96
consumed
Purchase of stock-in-trade 151.81 215.24 497.91
Total 4,178.46 4,398.84 3,560.87
% of total expenses 80.97 84.26 78.32

The quality of our products (and consequently, customer acceptance of such products) depends on the quality of
the raw materials, components and the ability of suppliers to timely deliver such materials. The success of our
business is significantly dependent on our supply chain management. We rely on a number of suppliers for our
components, materials and stock-in-trade which are an integral part of our products.

In Fiscal 2024, Fiscal 2023 and Fiscal 2022, our top 10 suppliers represented 13.64%, 24.38% and 21.60%,
respectively, of our total expenses. For details, refer to “Our Business – Procurement and Raw Materials” on page
243. We do not have any long-term contracts with our third-party suppliers and have not had any contracts with
suppliers that were not renewed or were cancelled in Fiscal 2024, Fiscal 2023 and Fiscal 2022.The terms and
conditions including the return policy are set forth in the purchase orders. However, our suppliers may be unable
to provide us with a sufficient quantity of raw materials, at prices acceptable to us, for us to meet the demand for
our products. We are also subject to the risk that one or more of our existing suppliers may discontinue their
operations, which may adversely affect our ability to source raw materials at a competitive price. While we have
not faced any instance of discontinued operations in Fiscal 2024, Fiscal 2023 and Fiscal 2022, any increase in
component or raw material prices may result in corresponding increases in our product costs. A failure to maintain
our required supply of raw materials, and any inability on our part to find alternate sources for the procurement
of such raw materials, on acceptable terms, could adversely affect our ability to deliver our products to customers

32
in an efficient, reliable and timely manner, and adversely affect our business, results of operations and financial
condition.

Given our reliance on our suppliers, if certain of our suppliers are unable to deliver the components, materials or
stock-in-trade in a timely manner, or at all, or meet our design or quality specifications, we may be unable to meet
our product and delivery timelines until such supplier is replaced. Delayed supplies from our suppliers may in
turn result in delayed deliveries by us to our customers and we may incur liquidated damages. While we have not
incurred such liquidated damages in the past due to delay in supply of raw materials by our suppliers in Fiscal
2024, Fiscal 2023 or Fiscal 2022, respectively, we cannot assure that such delays will not happen in the future,
resulting in material adverse effect on our results of operations or financial condition. There can be no assurance
that we will be able to maintain strategic relationships with our suppliers or diversify our supplier base. Further,
our suppliers may enter into exclusive arrangements with our competitors and we may be unable to obtain
alternative sources for our components at commercially reasonable prices, or at all or enter into alternative
arrangements with other manufacturing partners.

5. Our operations are dependent on research and development, and our inability to identify and understand
evolving industry trends, technological advancements, customer preferences and develop new products to
meet our customers’ demands may adversely affect our business.

The agrochemicals industry is characterised by technological advancements, introduction of innovative products,

price fluctuations and intense competition. The laws and regulations applicable to our products, and our
customers’ product and service needs, change from time to time, and regulatory changes may render our products
and technologies non-compliant or obsolete. Our ability to anticipate changes in technology and regulatory
standards, understand industry trends and requirements, changes in consumer preferences and to successfully
develop and introduce new and enhanced products to create new or address unidentified needs among our current
and potential customers in a timely manner, is a significant factor in our ability to remain competitive. This
depends on a variety of factors, including meeting development, production, certification and regulatory approval
schedules; execution of internal and external performance plans; availability of supplier and internally produced
parts and materials; performance of suppliers; hiring and training of qualified personnel; achieving cost and
production efficiencies; identification of emerging regulatory and technological trends in our target end markets;
validation and performance of innovative technologies; the level of customer interest in new technologies and
products; and the costs and customer acceptance of the new or improved products. There can be no assurance that
we will be able to secure the necessary technological knowledge through our own R&D or through strategic
acquisitions that will allow us to continue to develop our product portfolio or that we will be able to respond to
industry trends by developing and offering cost effective products. We may also be required to make significant
investments in R&D, which may strain our resources and may not provide results that can be monetized. If we are
unable to obtain such knowledge in a timely manner, or at all, we may be unable to effectively implement our
strategies, and our business and results of operations may be adversely affected.

Our R&D efforts may not result in new technologies or products being developed on a timely basis or meet the
needs of our customers as effectively as competitive offerings. We have invested substantial effort, funds and
other resources towards our R&D activities and have set-up a dedicated in-house R&D facility at Nathupur,
Haryana. We are dependent on our R&D activities and engineers/technical experts for our future success. Our
future results of operations depend, to a significant degree, on our ability to successfully develop new products in
a timely and cost-effective manner. However, our ongoing investments in research and development for new
products and processes may result in higher costs without a proportionate increase in revenues. Delays in any part
of the process, our inability to obtain necessary regulatory approvals for our products or failure of a product to be
successful at any stage could adversely affect our business. Consequently, any failure on our part to successfully
introduce new products and processes may have an adverse effect on our business, results of operations and
financial condition. Further, our competitors may develop competing technologies that gain market acceptance
before or instead of our products. In addition, we may not be successful in anticipating or reacting to changes in
the regulatory environments in which our products are sold, and the markets for our products may not develop or
grow as we anticipate. We are also subject to the risks generally associated with new process technologies and
product introductions, including lack of market acceptance, delays in product development and failure of products
to operate properly which may lead to increased warranty claims.

33
6. We are required to obtain and/or renew certain registrations from the Central Insecticides Board and
Registration Committee (“CIB&RC”) for our products manufactured in India. We also register our
products in overseas jurisdictions through our International Distribution Partners to enable exports to
such countries. Any failure to successfully register our products in India or in the international markets
may affect our results of operations and financial condition.

Our products must receive requisite regulatory registrations after being tested for their safety, efficacy and
environmental effect before they can be introduced and marketed in any jurisdiction. A submission of an
application to a regulatory authority does not itself lead to a grant of such application. In India, our current
principal market, the registration process for a new product is complex, lengthy and expensive. The time taken to
obtain registration in India is generally from six months to five years from the date of application. This registration
process increases our cost of developing new products and does not guarantee that we will be successful in selling
these products after their registration is granted. If we are unable to successfully obtain registrations in a timely
manner, we may lose the market opportunities which may result in our delay or failure to recover the costs incurred
towards seeking registrations and other related activities and may adversely affect our operations and profitability.
Although, we have duly obtained registrations for manufacturing and exporting the products we manufacture and
distribute in India and in the international markets, there can be no assurance that we will be able to maintain or
obtain the necessary registrations in the future. Additionally, under some registration clauses and scenarios after
a period of time, we are required to re-register our products by illustrating to the relevant authorities that our
products meet the current relevant standards.

We have already received registrations for 81 plant nutrients, nine biologicals and 691 crop protection products
out of which 15 plant nutrients, nine biologicals and 454 are crop protection formulations registered for
manufacturing and sale in India and 162 crop protection products in formulations and technical only for the
international markets. We have applied for registration from the CIB&RC for the manufacture and sale in India
of 22 crop protection products out of which two are formulations indigenous manufacturing, 17 are under technical
indigenous manufacturing, one in export only and two are in technical import which are pending at various stages
with the CIB&RC.

Additionally, our products must be registered in the relevant country in which the product is marketed and sold
which is applied by our distributors and channel partners in the relevant overseas jurisdiction. Each applicable
authority may impose its own requirements and/or delay or refuse to grant registration, even when a product has
already been approved in another country. Even after we obtain all the requisite regulatory or governmental pre-
approvals and registrations, our products may be subject to other continual governmental oversight in connection
with, among other things, quality control. Regulatory standards and trial procedures are continuously changing.
Responding to these changes and meeting existing and new requirements may be expensive and burdensome. Any
ban in the future on our products from manufacturing and sale in India could adversely affect our ability to
manufacture some of our products which could adversely affect our financial results. There can be no assurance
that we or our distributors/customers would be able to obtain the necessary approvals to import and undertake
sales of our products, or that we will be able to register or re-register our products in India or the countries where
we import or export. If we are unable to do so in a cost effective and timely manner, it would restrict our ability
to buy and sell our products in the relevant markets, which could have an adverse effect on our business, financial
condition and results of operations.

7. We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to
operate our business and our manufacturing facilities, and any delay or inability in obtaining, renewing
or maintaining such permits, licenses and approvals could result in an adverse effect on our results of
operations. We are also required to be in compliance with various laws that are applicable to us and any
non-compliance may have a material adverse effect on our business, financial condition or results of
operation.

Our operations are subject to extensive government regulation and we are required to obtain and maintain a
number of statutory and regulatory permits and approvals under central, state and local government rules in the
geographies in which we operate, generally for carrying out our business and for our manufacturing facilities. For
details of approvals relating to our business and operations, see “Government and Other Approvals” on page 409.
Several of these approvals are granted for a limited duration. Some of these approvals have expired and we have
either made or are in the process of making an application for obtaining the approval for its renewal. For details
of pending approvals, see “Government and Other Approvals” on page 409. Further, while we have applied for
some of these approvals, we cannot assure you that such approvals will be issued or granted to us in a timely

34
manner, or at all. If we do not receive such approvals or are not able to renew the approvals in a timely manner,
our business and operations may be adversely affected.

The approvals required by us are subject to numerous conditions and we cannot assure you that these would not
be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions
thereof, or pursuant to any regulatory action. If there is any failure by us to comply with the applicable regulations
or if the regulations governing our business are amended, we may incur increased costs, be subject to penalties,
have our approvals and permits revoked or suffer a disruption in our operations, any of which could adversely
affect our business. In addition, these registrations, approvals or licenses are liable to be cancelled or the
manufacture or sale of products may be restricted. In case any of these registrations, approvals or licenses are
cancelled, or its use is restricted, then it could adversely affect our results of operations or growth prospects.

Further, we are required to be in compliance with various laws that are applicable to us. While our Company is in
compliance with all corporate governance requirements as on the date of this Draft Red Herring Prospectus, there
can be no assurance that such non-compliances will not recur and that the relevant authorities or the RoC will not
take cognizance of our non-compliance and impose penalties on us. While no legal proceedings or regulatory
action has been initiated against our Company for non-compliances, we cannot assure you that no legal
proceedings or regulatory actions will be initiated against us in the future in relation to these non-compliances or
enquiries made, which may have an adverse impact on our business, financial condition and reputation.

8. Our business is dependent on our manufacturing facilities and we are subject to certain risks in our
manufacturing process. Any unscheduled, unplanned or prolonged disruption of our manufacturing
operations could materially and adversely affect our business, financial condition and results of
operations.

Our business is dependent upon our ability to efficiently manage our manufacturing facilities and the operational
risks associated with it, including those beyond our reasonable control. For further information in relation to our
manufacturing facilities, see “Our Business – Manufacturing Facilities” on page 241. Any unscheduled,
unplanned or prolonged disruption of our manufacturing operations, including, power failure, fire and unexpected
mechanical failure of equipment, performance below expected levels of output or efficiency, obsolescence, labour
disputes, strikes, lock-outs, earthquakes and other natural disasters, industrial accidents, any significant social,
political or economic disturbances or infectious disease outbreaks such as the COVID-19 pandemic, could reduce
our ability to meet the conditions of our contracts and adversely affect sales and revenues from operations in such
period. Disruptions in our manufacturing operations could delay production or require us to temporarily or
permanently, cease operations at our manufacturing facilities. There have been no such instances of disruptions
in our manufacturing operations in the Fiscal 2024, Fiscal 2023 and Fiscal 2022. Further, any significant
malfunction or breakdown of our machinery may entail significant repair and maintenance costs and cause delays
in our operations. In addition, we may be subject to manufacturing disruptions due to contraventions by us of any
of the conditions of our regulatory approvals, which may require our manufacturing facilities to cease, or limit,
production until the disputes concerning such approvals are resolved. As regulatory approvals are site specific,
we may be unable to transfer manufacturing activities to another location immediately. Moreover, some of our
products are permitted to be manufactured at only such facilities that have received specific approvals, and any
shut down of any such facility, including due to non-renewal of specific approvals, will result in inability to
manufacture the relevant products for the duration of such shut down. We may also be required to carry out
planned shutdowns of our facilities for maintenance, statutory inspections and testing, or may shut down certain
facilities for capacity expansion and equipment upgrades. Further, we may also face protests from local residents
at our existing facilities or while setting up new facilities, which may delay or halt our operations.

Certain raw materials that we use as well as our finished goods are corrosive and flammable and require expert
handling and storage, failing which we may be exposed to fires or other industrial accidents. While our Company
believes that it has necessary controls and processes in place and provides adequate training to employees who
handle such products/ operations, any failure of such systems, mishandling of hazardous chemicals or any adverse
incident related to the use of these chemicals or otherwise during the manufacturing process or storage of products
and certain raw materials, may cause industrial accidents, fire, loss of human life, damage to our and third-party
property and, or, environmental damage. If any industrial accident, loss of human life or environmental damage
were to occur we could be subject to significant penalties, other actionable claims and, in some instances, criminal
prosecution. In addition to adversely affecting our reputation, any such accidents, may result in a loss of property
of our Company and/or disruption in our manufacturing operations entirely, which may have a material adverse
effect on our results of operations and financial condition.

35
Similarly, there is no assurance that those of our manufacturing facilities unaffected by an interruption will have
the capacity to increase their output to manufacture products for the affected manufacturing facilities, to the extent
that all outstanding orders will be filled in a timely manner. In the event of prolonged interruptions in the
operations of our manufacturing facilities, we may have to import various supplies and products in order to meet
our production requirements, which could affect our profitability.

9. Our operations are labour intensive and our manufacturing operations may be materially adversely
affected by strikes, work stoppages or increased wage demands by our employees or those of our suppliers.

Our operations are labour intensive and we are dependent on a large labour force for our manufacturing operations.
As of August 31, 2024, we had 640 permanent employees. The success of our operations depends on availability
of labour and maintaining good relationship with our workforce. Shortage of skilled/ unskilled personnel or work
stoppages caused by disagreements with employees could have an adverse effect on our business and results of
operations. While we have not experienced any major prolonged disruption in our business operations due to
disputes or other problems with our work force in the past, there can be no assurance that we will not experience
any such disruption in the future. Such disruptions may adversely affect our business and results of operations and
may also divert the management’s attention and result in increased costs. Further, we engage independent
contractors through whom we engage contract labour for performance of certain functions at our manufacturing
units as well as at our offices. Although we do not engage these labourers directly, we are responsible for any
wage payments to be made to such labourers in the event of default by such independent contractors. Any
requirement to fund their wage requirements may have an adverse impact on our results of operations and our
financial condition. India has stringent labour legislation that protects the interests of workers, including
legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee
removal and legislation that imposes certain financial obligations on employers upon retrenchment. We are also
subject to laws and regulations governing relationships with employees, in such areas as minimum wage and
maximum working hours, overtime, working conditions, hiring and terminating of employees and work permits.

10. Newly developed products may replace our existing products and our research and development efforts
may not yield new products, processes and solutions consistently to enable us to remain competitive.

New plant supplements, crop protection products and special formulations, may be developed, which may replace
our existing products and/or render our existing products obsolete. While we conduct research and development
to develop innovative and cost – effective products, and to broaden our product range, we may not be able to
develop new products consistently. For further information in relation to our R&D efforts, see “Our Business –
Research and Development” on page 245. Any reduction in the utility of our products in the agriculture industry
or in general including due to the emergence of cost effective and more efficient alternatives and the shift of the
practice in the agriculture industries towards developing products in-house, may have an adverse impact on the
demand for our products and consequently, may have a material adverse impact on our business, results of
operations, cash flows and financial condition.

11. Our traditional agrochemical products may be subject to alternative crop protection products and measures
such as biotechnology products, pest resistant seeds or genetically modified crops.
Alternative plant supplements and crop protection measures, such as, biotechnology products, pest resistant seeds
or genetically modified crops may reduce the demand of our products. In particular, genetically modified crops
are crops whose DNA has been altered to provide them with certain desirable characteristics. The characteristics
are usually targeted at higher yields, lower sensitivity to weather conditions, and resistance to common pests. In
particular, significant research is being carried out to develop and commercialize seed traits that carry resistance
to many of the pests, such as insects and fungi, for which farmers currently use crop protection products.
Successful commercialization of such traits may result in lower demand for certain of our products. Conversely,
there have been instances of species of weeds and insects evolving to have resistance to agrochemicals products
designed to control or eradicate them. Such resistance may result in reduced demand for the affected product,
which may not be offset by increased sales of alternative products. If we fail to adapt our product range to respond
to such developments, demand for our products or their price may decline and adversely affect our business and
results of operations.

12. There are outstanding legal proceedings involving our Company, Promoters, and Directors which may
adversely affect our business, financial condition and results of operations

There are outstanding legal proceedings involving our Company, Promoters and Directors. These proceedings are
pending at different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals.

36
Such proceedings could divert management time and attention and consume financial resources in their defense.
Further, an adverse judgment in some of these proceedings could have an adverse impact on our business, financial
condition and results of operations.

A summary of the outstanding proceedings involving our Company, Subsidiaries, Promoters and Directors, as
applicable, as disclosed in this Draft Red Herring Prospectus, to the extent quantifiable, has been set out below.

Name of Entity Criminal Tax Statutory or Disciplinary Material Aggregate

Proceedings Proceedings Regulatory actions by civil amount
Proceedings SEBI or Stock litigations^ involved*
Exchanges (in ₹
against our million)
Promoters
Company
By the Company 216 Nil N.A. N.A. Nil 104.57
Against the Company Nil 17 Nil N.A. Nil 88.79
Subsidiaries
By the Subsidiaries Nil Nil N.A. N.A. Nil Nil
Against the Nil Nil Nil N.A. Nil Nil
Subsidiaries
Promoters$
By the Promoters Nil Nil N.A. Nil Nil Nil
Against the Promoters 1 7 Nil Nil Nil 39.59
Directors
By the Directors Nil Nil N.A. Nil Nil Nil
Against the Directors 4 7 Nil Nil Nil 40.34
*To the extent quantifiable.
^Determined in accordance with the Materiality Policy.
$
As on the date of this Draft Red Herring Prospectus, outstanding litigations involving our Promoters also reflect outstanding litigation
involving our Directors as our individual Promoters are also Directors of the Company.

For further details of legal proceedings and notices involving our Company, Subsidiaries, Promoters and
Directors, see “Outstanding Litigation and Material Developments” beginning on page 404. We cannot provide
assurance that these legal proceedings will be decided in favour of our Company, Subsidiaries, Promoters and
Directors, as applicable, or that no further liability will arise out of these proceedings. Decisions in such
proceedings may have an adverse effect on our business, prospects, reputation, results of operations and financial
condition.

13. Our business may expose us to potential warranty claims, product recalls and returns, which could
adversely affect our results operations, goodwill and the marketability of our products.

Due to the nature of our business, we face a risk of the products that we distribute containing quality issues or
undetected errors or defects and are exposed to risks of warranty claims, products recall and returns. In the event
of claimed defect, our practice is to replace the product., any defects in the Company’s products could adversely
affect demand for our products and designs and could also result in customer claims for damages, which may not
be covered by our insurance policies adequately, or at all. In defending such claims, the Company could incur
related costs and be subject to adverse publicity. Defects in our products or designs may also result in product
recalls. We do not have insurance coverage for product recall.

If we are unable to deliver reliable and high-quality products or timely resolve any issues relating to our products
and services, confidence in our business could be undermined and we may be unable to expand or maintain our
customer base and market share. We may incur additional expenses for resolving errors, providing damages for
the defects or delays, extending warranties, increasing insurance coverage, obsolescence of inventory and
defective products. In Fiscal 2024, Fiscal 2023 and Fiscal 2022, there has been no instance of product return from
our customers. In addition, we may have to divert significant research and development efforts to resolve such
defects in the future. Our customers may also bring legal actions against us, which could expose us to additional
liabilities. Further, we may also be unable to realise any results from our research and development efforts
undertaken to develop those products and recognise any revenue from the sales of those products in a timely
manner, or at all. If any of these eventualities materialise, our reputation, business, results of operations and
financial condition could be materially and adversely affected.

37
In addition, we may be exposed to potential product liability claims, and the severity and timing of such claims
are unpredictable. We face the risk of loss resulting from, and the adverse publicity associated with, product
liability lawsuits, whether or not such claims are valid. We may also be subject to claims resulting from
manufacturing defects or negligence which may lead to the deterioration of our products. Product liability claims,
regardless of their merits or the ultimate success of the defence against them, are expensive. Even unsuccessful
product liability claims would likely require us to incur substantial amounts on litigation and require our
management’s time and focus. Accordingly, such product liability claims, may adversely affect our results of
operations, goodwill and the marketability of our products.

14. Our manufacturing facilities are concentrated in the northern region of India and the inability to operate
and grow our business in other regions may have an adverse effect on our business, financial condition,
results of operations, cash flows and future business prospects.

Our manufacturing facilities are located in Samba, Jammu and Kashmir, Nathupur, Haryana and Barwasni,
Haryana. Any materially adverse social, political or economic development, natural calamities, civil disruptions,
or changes in the policies of the state government or state or local governments in these regions could adversely
affect manufacturing operations, and require a modification of our business strategy, or require us to incur
significant capital expenditure or suspend our operations. Any such adverse development affecting continuing
operations at our manufacturing facilities could result in significant loss due to an inability to meet customer
contracts and production schedules, which could materially affect our business reputation within the industry. The
occurrence of, or our inability to effectively respond to, any such events or effectively manage the competition in
the region, could have an adverse effect on our business, results of operations, financial condition, cash flows and
future business prospects.

15. We are dependent on our Promoters, Directors, Key Managerial Personnel, Senior Management and
persons with technical expertise and the loss of or our inability to attract or retain such persons could
adversely affect our business, results of operations and financial condition.

We are dependent on our Promoters, Directors, Senior Management and Key Managerial Personnel as well as
persons with technical expertise for setting our strategic business direction and managing our business.
Experienced Promoters and Senior Management team with significant experience in the agrochemicals industry
lead us. For further information, see “Our Management” on page 268. We believe that the inputs and experience
of our Promoters are valuable for the development of our business and operations and the strategic directions
taken by our Company. We are also dependent on our Key Managerial Personnel and our Senior Management for
the day to day management of our business operations. We cannot assure you that we will be able to retain these
employees or find adequate replacements in a timely manner, or at all.

The following table shows the attrition rate of our Key Managerial Personnel and Senior Management in the
periods indicated:

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

Number of KMP/ Senior 11 12 9
Management (1)
Attrition Rate (in %) 18% 16.67% 22.00%
(1)
At the end of the period or fiscal year.

Our ability to meet continued success and future business challenges depends on our ability to attract, recruit and
train experienced, talented and skilled professionals. Competition for individuals with specialized knowledge and
experience is intense in our industry. The loss of the services of any key personnel or our inability to recruit or
train a sufficient number of experienced personnel or our inability to manage the attrition levels in different
employee categories may have an adverse effect on our financial results and business prospects. Further, as we
expect to continue to expand our operations and develop new products, we will need to continue to attract and
retain experienced management personnel. If we are unable to attract and retain qualified personnel, our results
of operations may be adversely affected.

16. We are dependent on third party transportation providers for the supply of raw materials and delivery of
our products.

As a manufacturing business, our success depends on the smooth supply and transportation of the various raw
materials required for our manufacturing facilities and of our products from our manufacturing facilities to our
customers, both of which are subject to various uncertainties and risks. We transport our raw materials and our

38
finished products by air, road and sea. Our suppliers undertake the delivery of our raw materials and we rely on
third party logistic companies and freight forwarders to deliver our products. We do not have formal contractual
relationships with such logistic companies and freight forwarders. Transportation strikes may also have an adverse
effect on supplies and deliveries to and from our customers and suppliers. In addition, raw materials and products
maybe lost or damaged in transit for various reasons including occurrence of accidents or natural disasters. There
may also be delay in delivery of raw materials and products which may also affect our business and results of
operation negatively. A failure to maintain a continuous supply of raw materials or to deliver our products to our
customers in an efficient and reliable manner could have a material and adverse effect on our business, financial
condition and results of operations. Any recompense received from insurers or third party transportation providers
may be insufficient to cover the cost of any delays and will not repair damage to our relationships with our affected
customers. We may also be affected by an increase in fuel costs, as it will have a corresponding impact on freight
charges levied by our third party transportation providers. This could require us to expend considerable resources
in addressing our distribution requirements, including by way of absorbing these excess freight charges to
maintain our selling price, which could adversely affect our results of operations, or passing these charges on to
our customers, which could adversely affect demand for our products.

17. The agrochemicals industry is capital intensive, and we may need to seek additional financing in the future
to support our growth strategies. Any failure to raise additional financing could have an adverse effect on
our business, results of operations, financial condition and cash flows.

The agrochemicals industry is capital intensive. We require a substantial amount of capital and will continue to
incur significant expenditure in maintaining and growing our existing infrastructure, purchase equipment and
develop and implement new technologies in our new and existing manufacturing facilities.

Set forth below are the details of our cash outflow towards purchase of property, plant and equipment and
intangible assets, total borrowings outstanding on a consolidated basis and our financing costs on a consolidated
basis, of March 31, 2024, March 31, 2023, and March 31, 2022:
(in ₹ million)
Particulars As of March 31, 2024 As of March 31, 2023 As of March 31, 2022
Cash outflow:
Purchase of property, plant and 248.48 201.61 132.06
equipment and intangible assets

Total borrowings 1,545.62 1,892.18 1,013.78

Finance Costs 129.48 116.45 60.30

A significant amount of our capital expenditure in these periods was aimed at increasing our manufacturing
capacities for existing and new products. Our management adopts and implements business strategies that take
into account a number of macro and micro economic considerations, including our current financial condition and
expected levels of growth over the medium to long term. In addition, we expect to increase our expenditure from
the objects of the issue. For further information, see “Objects of the Offer” on page 107.

For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Capital Expenditure” on page 392. We cannot assure you that we will have sufficient capital
resources for our current operations or any future expansion plans that we may have. If our internally generated
capital resources and available credit facilities are insufficient to finance our capital expenditure and growth plans,
we may, in the future, have to seek additional financing from third parties, including banks, venture capital funds,
joint-venture partners and other strategic investors. Our ability to arrange financing and the costs of capital of
such financing are dependent on numerous factors, including general economic and capital market conditions and
the effect of events such as the COVID-19 pandemic, credit availability from banks, investor confidence, the
continued success of our operations and other laws that are conducive to our raising capital in this manner. If we
decide to meet our capital requirements through debt financing, we may be subject to certain restrictive covenants.
If we are unable to obtain such financing in a timely manner, at a reasonable cost and on acceptable terms or at
all, we may be forced to delay our expansion plans, downsize or abandon such plans, which may materially and
adversely affect our business, financial condition and results of operations, as well as our future prospects.

39
18. Our inability to accurately forecast demand or price for our products and manage our inventory may
adversely affect our business, results of operations and financial condition.

Our business depends on our estimate of the demand for our products from customers. As is typical in the
agrochemicals industry, we maintain a reasonable level of inventory of raw materials, work in progress and
finished goods. For further information, see “Our Business – Inventory Management” on page 244.

Our business also depends on our ability to estimate the demand for our products from customers. As is typical in
the manufacturing industry, we maintain a reasonable level of inventories of raw materials, work in progress and
finished goods. The table below contains the details of the inventory (days) as of March 31, 2024, March 31, 2023
and March 31, 2022:

Particulars As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Inventory Days(1) 187 161 162
(1)
Our “Inventory Days” are Average inventory/ cost of goods sold x no. of days in the year.

However, if we underestimate demand or have inadequate capacity due to which we are unable to meet the demand
for our products, we may manufacture fewer quantities of products than required, which could result in the loss
of business. While we forecast the demand and price for our products and accordingly, plan our production
volumes, any error in our forecast could result in a reduction in our profit margins and surplus stock, which may
result in additional storage cost and such surplus stock may not be sold in a timely manner, or at all. If we
overestimate demand, we may incur costs to build capacity or purchased more raw materials and manufacture
more products than required.

Our inability to accurately forecast demand for our products and manage our inventory may have an adverse effect
on our business, results of operations and financial condition. Our ability to maintain as well as expand our
international operations is dependent on us providing our products at prices competitive with international as well
as local manufacturers. Further, a majority of our business involves having robust supply networks in place. To
that extent, if any of our competitors is able to garner a better and more cost efficient supply network, they may
be able to provide their products at competitive prices as compared to us. Our inability to price our products at the
applicable prices in the international markets, may affect the demand for our products and consequently have a
material adverse effect on our results of operations and financial condition.

19. We have incurred indebtedness, and an inability to comply with repayment and other covenants in our
financing agreements could adversely affect our business, financial condition, cash flows and credit
rating.

We have incurred indebtedness of ₹1,933.65 million as of August 31, 2024. We have entered into agreements
with certain banks and financial institutions for short-term and long-term borrowings, which typically contain
restrictive covenants, including, requirements that we obtain consent from the lenders prior to undertaking certain
matters including any investments or loans and advices to group entities, change in management and modification
or amendment in the constitution, structure, members and ownership of our Company. Further, in terms of
security, we are typically required to create a charge on all our fixed and current assets (present and future),
mortgage over our immovable properties and hypothecation of our movable properties. While there have been no
defaults/ delays in repayments, restructuring or covenant breaches in any loans or debt payments in the past three
years, there can be no assurance that we will be able to comply with these financial or other covenants or that we
will be able to obtain consents necessary to take the actions that we believe are required to operate and grow our
business. We cannot guarantee that no adverse action will be taken by such lenders against our Company, in terms
of the respective financing documentation entered into with them.

Any fluctuations in the interest rates may directly impact the interest costs of such loans and could adversely affect
our financial condition. Our ability to make payments on and refinance our indebtedness will depend on our ability
to generate cash from our future operations.

We may not be able to generate enough cash flow from operations or obtain enough capital to service our debt.
Our current or future level of leverage could have significant consequences or our Shareholders and our future
financial results and business prospects, including increasing our vulnerability to a downturn in business in India
and other factors which may adversely affect our operations; limiting our ability to pursue growth plans; requiring
us to dedicate a substantial portion of our cash flow from operations to service debt, thereby reducing the
availability of cash-flows to fund capital expenditures and growth initiatives, meet working capital requirements
and use for other general corporate purposes or make dividend payouts; limiting our flexibility in planning for, or

40
reacting to, changes in our business and the industry in which we operate; placing us at a competitive disadvantage
to any of our competitors that have less debt; increasing our interest expenditure; and limiting our ability to raise
additional funds or refinance existing indebtedness. Our financing agreements also generally contain certain
financial covenants including the requirement to maintain, among others, specified debt-to-equity ratios. In
addition, lenders under our credit facility could foreclose on and sell our assets if we default under our credit
facilities. For further information, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Financial Indebtedness” and “Financial Indebtedness” on pages 393 and 400,
respectively.

Any failure to comply with the conditions and covenants in our financing agreements that is not waived by our
lenders or guarantors or otherwise cured could lead to a termination of our credit facilities, acceleration of all
amounts due under such facilities or trigger cross-default provisions under certain of our other financing
agreements, any of which could adversely affect our financial condition and our ability to conduct and implement
our business plans.

20. If we experience insufficient cash flows to meet required payments on our debt and working capital
requirements, our business and results of operations could be adversely affected.

Our business operations require working capital for activities including purchase of raw materials, for our
manufacturing operations as well as for the purchase of packing materials for our products. Presently, we meet
our working capital requirements through a mix of internal accruals and working capital facilities from banks and
financial institutions. As on August 31, 2024, we had sanctioned working capital facilities amounting to ₹2,081
million. Our future success depends on our ability to continue to secure and successfully manage sufficient
amounts of working capital. Management of our working capital requirements involves the timely payment of, or
rolling over of, our short-term indebtedness and securing new and additional loans on acceptable terms, timely
payment of, or re-negotiation of our payment terms for, our trade payables, collection of trade receivables and
preparing and following accurate and feasible budgets for our business operations. If we are unable to manage our
working capital requirements, our business, results of operations and financial condition could be materially and
adversely affected. We cannot assure that we will be able to effectively manage our working capital. Should we
fail to effectively implement sufficient internal control procedures and management systems to manage our
working capital and other sources of financing, we may have insufficient capital to maintain and grow our
business, and we may breach the terms of our financing agreements with banks, face claims under cross-default
provisions and be unable to obtain new financing, any of which would have a material adverse effect on our
business, results of operations and financial condition.

21. We will continue to depend on our distribution network for the distribution of our products. Any inability
to expand or effectively manage or any disruption in our distribution network will adversely affect our
business and results of operations.

As of August 31, 2024, we distribute our products through our distribution network and our distribution network
comprised 169 institutional business partners (b2b), 6,080 working domestic distributors (b2c), supported by 17
stock depots and 6 sales/branch offices supporting the distribution of our products in India and 130 overseas
business partners optimizing our product distribution in over 34 countries. Our future growth depends on
expanding our distribution network particularly our export markets through different sales and distribution
channels as well as effective management of our distribution network. As a result, we rely and will continue to
rely on a significant extent on the relationships we have with our distributors and channel partners. We
continuously seek to increase the penetration of our products by appointing new distributors and channel partners
targeted at different customer groups and geographies. We cannot assure you that we will be able to successfully
identify or appoint new distributors/channel partners or effectively manage our existing distribution network. If
the terms offered to such distributors/channel partners by our competitors are more favourable than those offered
by us, the distributors/channel partners may decline to distribute our products and terminate their arrangements
with us. Further, we do not have exclusive or long-term arrangements with our distributors and channel partners.
We may be unable to appoint replacement distributors/channel partners in a timely fashion, or at all, which may
reduce our sales volumes and adversely affect our results of operations.

Further, if our competitors provide better commissions or incentives to our customers, it could result in them
favouring the products of other agrochemical manufacturers including our direct competitors. In addition, our
competitors may have access to a wider base of customers than our Company or have exclusive arrangements
with certain distributors/channel partners who may be unable to stock and distribute our products, which may
limit our ability to expand our distribution network. Similarly, our competitors may adopt innovative distribution

41
models, which could be more effective than traditional distribution models resulting in a reduction in the sales of
our products.

22. We may become involved in claims concerning intellectual property rights, and we could suffer significant
litigation or related expenses in defending our own intellectual property rights or defending claims that we
infringed the rights of others.

We depend on the brands we have created and their brand value for our business and operations. As on the date
of this Draft Red Herring Prospectus, we have been granted 167 trademarks registrations including our logo and
branded products and are in the process of obtaining registrations for 102 trademarks. Further, as on the date of
this Draft Red Herring Prospectus, out of the 102 trademarks which we have applied for, 38 are objected. For
further information on details of trademarks owned by our Company and applications made for other trademarks,
see “Government and Other Approvals – Intellectual Property related approvals” and “Our Business –
Intellectual Property” on pages 412 and 249, respectively. We believe that our trademarks are important assets to
our business. The use of our trademarks or logos by third parties could adversely affect our reputation, which
could in turn adversely affect our business and results of operations. Therefore, we may have to take measures to
protect our intellectual property by relying on Indian laws and initiating legal proceedings. However, such
measures may not be adequate to prevent unauthorized use of our, intellectual property by third parties and thus,
we may not be able to prevent infringement of our intellectual property. Further, the application of laws governing
intellectual property rights in India is uncertain and evolving, and could involve substantial risks to us.
Notwithstanding the precautions we take to protect our intellectual property rights, it is possible that third parties
may copy or otherwise infringe on our rights, which may have an adverse effect on our business, results of
operations, financial condition and cash flows. In addition, our current and future trademarks are subject to
expiration and we cannot guarantee that we will be able to renew all of them prior to expiration. Our inability to
renew registration of certain trademarks and loss of such trademarks could have an adverse effect on our business,
results of operations, financial condition and cash flows. While we have not faced any material instances in Fiscals
2024, 2023 and 2022, we cannot assure you that in the future, we may not be subject to such instances.

While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine
with certainty whether we are infringing any existing third-party intellectual property rights which may force us
to alter our offerings. We may also be susceptible to claims from third parties asserting infringement and other
related claims. If similar claims are raised in the future, these claims could result in costly litigation, divert
management’s attention and resources, subject us to significant liabilities and require us to enter into potentially
expensive royalty or licensing agreements or to cease certain offerings. Further, necessary licenses may not be
available to us on satisfactory terms, if at all. Any of the foregoing could have an adverse effect on our business,
results of operations, financial condition and cash flows.

23. Resistance from farmers to crop protection chemicals and the inappropriate application of our products
from farmers may adversely affect our business, financial condition and results of operations.

Some plant supplements and crop protection products, which may include some of our products, are facing
increased resistance from certain groups because of concerns over their alleged effects on food safety and the
environment. These groups attempt to influence and, in some cases, litigate against governmental regulatory
bodies to restrict the use of plant supplements and crop protection products in their jurisdictions. Further, there
can be no assurance that such resistance would not continue to spread in the future and any future resistance could
adversely affect our business, financial condition and results of operations.

Further, farmers are required to be educated with the latest information on crop management, such as the
appropriate kind of product, its dosage and quantity and the frequency of its application, in order to apply our
products, appropriately and effectively. Although majority of our packaging contains information about the
optimum dosage and usage method, lack of education and awareness among farmers may lead to an inappropriate
application of our products, which could result in crop damage, and other serious consequences. There can be no
assurance that incidents involving inappropriate use of our products will not occur in the future, or that farmers
will be adequately educated on the safe use of our products. Any inappropriate application of our products could
result in a potential consumer dispute and adversely affect our brand image, prospects, business, financial
condition and results of operations.

42
24. We face competition from both domestic as well as multinational corporations and our inability to compete
effectively could result in the loss of customers, which could have an adverse effect on our business, results
of operations, financial condition and future prospects.

We face competition from both domestic as well as multinational corporations and our inability to compete
effectively could result in the loss of customers, therefore, our market share, could have an adverse effect on our
business, results of operations, financial condition and future prospects. The agrochemicals industry presents
significant entry barriers, approvals, intricacy of product development and manufacturing, lead time, expenditure
required for R&D, building customer confidence and relationships. The key players in agrochemicals include,
Aries Agro Limited, Maharashtra, Basant Agro Tech (India) Limited, Maharashtra, Best Agrolife Limited, Delhi,
Bhagiradha Chemicals and Industries Limited, Telangana, Dharmaj Group Guard Limited, Gujarat, Heranba
Industries Limited, Maharashtra and India Pesticides Limited, Uttar Pradesh (Source: CareEdge Report). Our
failure to obtain new customers or to retain or increase our existing market share or effectively compete could
adversely affect our business, financial condition and results of operations.

Competition in our business is based on pricing, relationships with customers, product quality and innovation. We
may face pricing pressures from multinational companies that are able to produce agrochemicals at competitive
costs and consequently, supply their products at cheaper prices. Further, Indian chemical companies are faced
with research and development costs, distribution systems, spurious products, lack of awareness, genetically
modified seeds, organic farming, high entry barriers and competition (Source: CareEdge Report). We are unable
to assure you that we shall be able to meet the pricing pressures imposed by such multinational competitors which
would adversely affect our profitability. Also, see “Our Business – Competition” and “Industry Overview” on
pages 246 and 140, respectively, for further details on competitive conditions that we face across our various
business segments. Additionally, some of our competitors may have greater financial resources, technology,
research and development capability, greater market penetration and operations in diversified geographies and
product portfolios, which may allow our competitors to better respond to market trends. Accordingly, we may not
be able to compete effectively with our competitors across our product portfolio, which may have an adverse
impact on our business, financial condition, results of operations and future prospects.

There is no assurance that we will remain competitive with respect to technology, design, quality or cost. In
addition, our competitors may develop competing technologies that gain market acceptance before or instead of
our products. Our competitors’ actions, including expanding manufacturing capacity, expansion of their
operations to newer geographies or product segments in which we compete, or the entry of new competitors into
one or more of our markets could cause us to lower prices in an effort to maintain our sales volume. Further, we
may incur significant expense in preparing to meet anticipated customer requirements that we may not be able to
recover or pass on to our customers. Increased competition may force us to improve our process, technical, product
and service capabilities and/or lower our prices or result in loss of customers, which may adversely affect our
profitability and market share, in turn, affecting our business, financial condition, results of operations and future
prospects.

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

Certain of our Company’s corporate regulatory filings and records are not traceable as the relevant information
was not available in the records maintained by our Company or on the online portal of the Ministry of Corporate
Affairs (“MCA Portal”) or in the physical records available at the RoC. Despite conducting internal searches and
engaging an independent practicing company secretary, i.e., Deepak Rawat, to conduct a physical search of our
records at the RoC, we have not been able to trace the following documents: including, (i) Board resolutions
approving the issue of Equity Shares which were allotted on March 31, 1993, March 31, 1994, March 31, 1995,
March 31, 1997, March 28, 1998, March 31, 1999, August 31, 2000, March 31, 2003, March 31, 2005, March 31,
2020, September 1, 2020, May 28, 2024 and June 6, 2024; (ii) Board resolutions approving the issue of Preference
Shares which were allotted on March 31, 2007, March 31, 2011 and January 5, 2012; (iii) Form 23 and the
corresponding challan for the Shareholders’ resolution passed at their meeting held on March 16, 1993, February
9, 1994, February 9, 1995, February 10, 1997, February 6, 1998, February 9, 1999, July 12, 2000, February 10,
2003, March 16, 2005, March 22, 2007, March 2, 2011 and December 5, 2011; (iv) challan for Form 2 filed
pursuant to allotment of shares made on March 31, 1994, March 31, 2005, March 31, 2007, March 31, 2011 and
January 5, 2012; (v) challan for Form PAS-3 filed pursuant to allotment of shares made on October 1, 2018, March
31, 2020 and September 1, 2020 and Form MGT-14 and the corresponding challan filed pursuant to Shareholders’
resolution dated March 31, 2020 and August 1, 2020. Further, the Form 2 available with in RoC records is

43
incomplete. Consequently, reliance has been placed on the RoC search certificate dated September 23, 2024,
prepared by Deepak Rawat (“RoC Search Report”). Further, the annual return for the Financial Year 2021, has
been erroneously filed with missing details of share transfers during the Fiscal. Therefore, the disclosures in this
Draft Red Herring Prospectus in relation to such untraceable or incorrect records, as the case may be, have been
made in reliance on other supporting documents available in our records, including the resolutions passed/noting
made by the Board or Shareholders in their meetings as well as the RoC Search Report.

While information in relation to corporate actions has been disclosed in the section “Capital Structure” on page
79, based on the available records including the RoC Search Report, resolutions of our Board, minutes of the
meetings of our Board and share transfer deeds, to the extent available, we may not be able to furnish any further
document evidencing such allotments and/or transfers.

We cannot assure you that the abovementioned corporate records will be available in the future. We have not
undertaken any compounding actions in respect of the aforesaid missing records. However, we have undertaken
certain measures, including a secretarial audit on an annual basis, as required under the Companies Act, 2013, to
avoid recurrence of such instances in future and will continue to take such steps in the future. While no legal
proceedings or regulatory action has been initiated against our Company or is pending in relation to untraceable
secretarial and other corporate records and documents as of the date of this Draft Red Herring Prospectus, we
cannot assure you that such legal proceedings or regulatory actions will not be initiated against our Company or
that any fines will be imposed by regulatory authorities on our Company in this respect in the future.

26. The availability of counterfeit products passed off by others as our products, could adversely affect our
reputation, goodwill and results of operations.

Entities in India and international locations could pass off their own products as ours, including counterfeit or
pirated products. For example, certain entities could imitate our brand names, packaging materials or attempt to
create look-alike products. As a result, our market share could be reduced due to replacement of demand for our
products and adversely affect our goodwill. Counterfeit products are frequently unsafe or ineffective and can be
potentially life-threatening. The proliferation of unauthorized copies of our products, and the time and attention
lost to defending claims and complaints about spurious products, could decrease our revenue and have an adverse
effect on our reputation, goodwill and results of operations.

27. The demand of our products in foreign countries is subject to international market conditions and
regulatory risks that could adversely affect our business and results of operations.

A significant portion of our revenue is generated from the sale of exports across Saudi Arabia, Ethiopia and Egypt.
In Fiscal 2024, 2023 and 2022, gross revenue from operations from exports accounted for ₹ 753.27 million, ₹
688.39 million and ₹ 1,039.39 million, representing 13.17%, 12.11% and 20.52%, respectively, of our total gross
revenue from operations in such periods. For further information on revenues from the various geographies where
we export our products, see “Our Business” on page 220. Therefore, any developments in the global agrochemical
industry or the industries in which our customers operate could have an impact on our sales from exports. From
time to time, tariffs, quotas and other tariff and non-tariff trade barriers may be imposed on our products in
jurisdictions in which we operate or seek to sell our products. There can be no assurance that Saudi Arabia,
Ethiopia and Egypt, among others, where we seek to sell our products will not impose trade restrictions on us in
future. We may also be prohibited from exporting to certain restricted countries that may be added to a sanctions
list maintained by the Government of India or other foreign governments, such as the Specially Designated
Nationals and Blocked Persons list maintained by the Office of Foreign Assets Control of the US Department of
Treasury in the United States. Any such imposition of trade barriers may have an adverse effect on our results of
operations and financial condition.

28. We operate in a hazardous industry and are subject to certain business and operational risks consequent
to our operations, such as, the manufacture, usage and storage of various hazardous substances.

Our manufacturing processes involve manufacturing, storage and transportation of various hazardous and
flammable substances. Accordingly, while we believe we have invested in engineering and safety infrastructure,
provided adequate training to our employees and engaged external and internal experts, we may still be subject to
operating risks associated with handling of such hazardous materials such as possibility for leakages and ruptures
from containers, explosions, and the discharge or release of toxic or hazardous substances, which in turn may
cause industrial accidents, fire, personal injury, loss of human life, damage to our and third-party property damage
and environmental contamination. While there have been no work related accidents in the past three years, in the
event of occurrence of any such accidents, our business operations may be interrupted. Any of these occurrences

44
may result in the shutdown of one or more of our manufacturing facilities and expose us to civil or criminal
liability, including significant penalties, which could have an adverse effect on our results of operations and
financial condition. Moreover, certain environmental laws imposes strict liability for accident/damages resulting
from hazardous substances and any failure to comply with such laws may lead to penalties, fines and
imprisonment.

In addition to natural risks such as earthquake, flood, lightning, cyclones and wind, other hazards, such as fire,
structural collapse and machinery failure are inherent risks in our operations. These and other hazards can cause
significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and
contamination of, or damage to, the environment and may result in the suspension of operations.

29. An inability to effectively manage our growth and expansion may have a material adverse effect on our
business prospects and future financial performance.

We have experienced stable growth over the past three years. Our total gross revenue have increased at a growth
of 12.18% from ₹ 5,066.21 million in Fiscal 2022 to ₹ 5,683.41 million in Fiscal 2023 and at a growth of 0.63%
from ₹ 5,683.41 million in Fiscal 2023 to ₹ 5,718.95 million in Fiscal 2024. However, there can be no assurance
that our growth strategy will be successful or that we will be able to continue to expand further, or at the same
rate.

The success of our business will depend greatly on our ability to effectively implement our business and growth
strategy. Our growth strategies, include, diversifying our product portfolio, expand production capacities, expand
across geographies, strengthen our R&D capabilities, focus on cost optimization and expand our sales and
distribution network and obtain foreign registrations. For further information, see “Our Business – Our Strategies”
on page 229. Our ability to achieve our growth strategies will be subject to a range of factors, including our ability
to identify trends and demands in the industry, develop innovative products and technologies, compete with
existing companies in our markets, consistently exercise effective quality control, hire and train qualified
personnel and undertake complex processes. Many of these factors are beyond our control and there is no
assurance that we will succeed in implementing our strategy. We may face increased risks when we enter new
markets in India and internationally, and may find it more difficult to hire, train and retain qualified employees in
new regions. In addition, we may have difficulty in finding reliable suppliers with adequate supplies of raw
materials meeting our quality standards.

Our business growth could strain our managerial, operational and financial resources. Our ability to manage future
growth will depend on our ability to continue to implement and improve operational, financial and management
information systems on a timely basis and to expand, train, motivate and manage our workforce. There can be no
assurance that our personnel, systems, procedures and controls will be adequate to support our future growth.
Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may
adversely affect our growth prospects. Our inability to manage our business and implement our growth strategy
could have a material adverse effect on our business, financial condition and profitability.

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

Our manufacturing facilities are located in Samba, Jammu and Kashmir, Nathupur, Haryana and Barwasni,
Haryana. The success of any capacity expansion and expected return on investment on capital expenditure is
subject to, among other factors, the ability to procure requisite regulatory approvals in a timely manner; recruit
and ensure satisfactory performance of personnel to further grow our business; and the ability to absorb additional
infrastructure costs and develop new expertise. The product requirements of our customers also affect our capacity
utilization. In recent times, we have made significant investments for the expansion of our manufacturing
capacities and are continuing to undertake additional investments to increase our existing capacity. In case of
oversupply in the industry or lack of demand we may not be able to utilise our expanded capacity efficiently. Our
aggregate capacity utilization was 30.35%, 25.37% and 19.69% in Fiscals 2024, 2023 and 2022. For further
information, see “Our Business – Capacity and Capacity Utilization” on page 242. Under-utilization of our
manufacturing capacities over extended periods, or significant under-utilization in the short term, or an inability
to fully realize the benefits of our recently implemented capacity expansion, could materially and adversely impact
our business, growth prospects and future financial performance.

45
31. A shortage or non-availability of essential utilities such as electricity and water could affect our
manufacturing operations and have an adverse effect on our business, results of operations and financial
condition.

Our business operations are heavily dependent on continuous and supply of electricity and water which are critical
to our manufacturing operations. our manufacturing operations require continuous supply of electricity and water
and any shortage or non-availability may materially and adversely affect our operations. The production process
of certain products requires significant power. We currently source our water requirements from bore wells and
industrial development corporations and depend on state-owned electricity distribution companies for our
electricity requirements. The following tables sets forth information relating to the operating costs and percentage
from costs of total expenses at our two manufacturing facilities as of, and for Fiscal 2024, Fiscal 2023 and Fiscal
2022:

Facilities As of, and for year ended March 31,

2024 2023 2022
Operating Costs % of total Operating Costs % of total Operating % of total
(₹ million) expenses (₹ million) expenses Costs expenses
(₹ million)
Samba, Jammu & 724.50 14.04% 673.40 12.90% 626.32 13.78%
Kashmir
Nathupur, Haryana 3,275.91 63.48% 3,746.59 71.77% 3,352.62 73.74%
Barwasni, Haryana 151.31 2.93% 231.12 4.43% 57.07 1.26%

Any shut-downs could, particularly if they are for prolonged periods, have an adverse effect our business, results
of operations and financial condition. Moreover, if we are required to operate for extended periods of time on
diesel-generator sets or if we are required to source water from third parties, our cost of operations would be
higher during such period which could have an adverse impact on our profitability.

32. Our business is subject to climatic conditions and is cyclical in nature. Seasonal variations and
unfavourable local and global weather patterns may have an adverse effect on our business, results of
operations and financial condition. Further, any change in Government policies towards the agriculture
sector or a reduction in subsidies and incentives provided to farmers could adversely affect our
agrochemicals business and result of operations.

Our business is sensitive to weather conditions such as drought, floods, cyclones and natural disasters, as well as
events such as pest infestations. There is growing concern that carbon dioxide and other greenhouse gases in the
atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity
of extreme weather and natural disasters. Our revenue from sale of products used by the agriculture industry is
significantly affected by weather conditions in the agricultural regions in which our products are used. The most
important determinant of our sales of such products is the volume of crops planted. Adverse conditions early in
the season, especially drought conditions, can result in significantly lower than normal plantings of crops and
therefore lower demand for plant supplements, crop protection products and special formulations. This can result
in our sales in a particular region varying substantially from year to year. In addition, sales of agrochemical
products in India are typically seasonal due to the monsoon.

The table below provides the proportion of quarter wise gross revenue as a percentage of total gross revenue from
operations, respectively, during the four quarters of the last three Fiscals:

(₹ in million)
Particulars Fiscal 2024 % of revenue Fiscal 2023 % of revenue Fiscal 2022 % of revenue
from from from operations
operations operations
Quarter One 1,368.26 23.92 1,378.02 24.25 1,370.96 27.06
Quarter Two 1,892.89 33.10 1,865.69 32.83 1,254.28 24.76
Quarter Three 993.91 17.38 1,224.63 21.55 1,012.10 19.98
Quarter Four 1,463.89 25.60 1,215.07 21.37 1,428.87 28.20
Total 5,718.95* 100.00 5,683.41* 100.00 5,066.21* 100.00
* Gross Revenue before discount

Further, the any changes in the regulations and policies in the end-use sectors of our products can also adversely
impact our results of operations. For example, any changes in government policies relating to the agriculture sector
such as the reduction of government expenditure towards agriculture, the withdrawal of or changes in incentives

46
and subsidies provided to farmers, export restrictions on crops, adverse changes in commodity prices or minimum
support prices could affect the ability of farmers to spend on agrochemical products, which in turn could adversely
affect our business and results of operations.

33. Our insurance coverage may not adequately protect us against all losses or the insurance cover may not
be available for all the losses as per the insurance policy, which could adversely affect business, results of
operations and financial condition.

Our operations are subject to various risks inherent to the manufacturing of products, as well as other risks such
as theft, robbery, acts of terrorism and other force majeure events. We maintain insurance coverage for anticipated
risks which are standard for our type of business and operations.

Set forth below are the details of our insurance coverage, total amount insured, gross value of all fixed assets
(including property, plant and equipment, capital work in progress, right of use asset and intangible assets) and
insurance cover for gross value of all fixed assets (including property, plant and equipment, capital work in
progress, right of use asset and intangible assets) as of March 31, 2024, March 31, 2023, and March 31, 2022:

(in ₹ million, except percentages)

Particulars As of As of As of
March 31, 2024 March 31, 2023 March 31, 2022
Net value of all tangible assets (i.e. A 2,608.15 2,847.07 2,167.86
inventories and fixed assets covering
property, plant and equipment; capital
work-in-progress and right-of-use assets but
excluding freehold land)
(₹ million)
Net value of insured tangible assets (i.e. B 2,386.00 2,773.26 2,077.62
inventories and fixed assets covering
property, plant and equipment; capital
work-in-progress and right-of-use assets but
excluding freehold land)
(₹ million)
Amount of insurance coverage (₹ million) C 3,067.32 4,283.96 3,467.84
Percentage of insured tangible assets (%) B/A*100 91.48% 97.41% 95.84%
Insurance coverage (%) C/B *100 128.55% 154.47% 166.91%

In Fiscal 2024, Fiscal 2023 and Fiscal 2022, we have had one insurance claim for ₹ 0.99 million due to an accident
of a vehicle covered under marine insurance policy. We have not had any instances where our insurance claim
amount has significantly exceeded our insurance coverage amount.

Our insurance policies cover our manufacturing facilities, warehouses and offices from losses in the case of fire,
special perils, burglary and theft. We have also obtained a marine cargo open insurance policy for the transport of
raw materials to our manufacturing facilities. We have also obtained inventory insurance for our products,
insurance for liabilities and losses incurred during implementation of our various projects. There are many events
that could significantly impact our operations, or expose us to third-party liabilities, for which we may not be
adequately insured. While we believe that we have obtained insurance against losses which are most likely to
occur in our line of business, there may be certain losses which may not be covered by the Company, which we
have not ascertained as on the date. There can be no assurance that we will be able to maintain insurance of the
types or at levels which we deem necessary or adequate or at premiums which we deem to be commercially
acceptable in the future. Further, we do not have insurance coverage for potential liabilities arising from, amongst
others, regulatory actions, cyber threats, employee fraud, and other frauds. There may be various other risks and
losses for which we are not insured because such risks are either uninsurable or not insurable on commercially
acceptable terms. There can be no assurance that any claim under the insurance policies maintained by us will be
honoured fully, in part, or on time. To the extent that we suffer any loss or damage that is not covered by insurance
or exceeds our insurance coverage, our business, results of operations and financial condition could be adversely
affected. For further details of insurance, see “Our Business” on page 220. Additionally, if we fail to comply with
insurance regulatory requirements in the regions where we operate, or other regulations governing insurance
coverage, our brand, reputation, business, results of operations and financial condition could be materially and
adversely affected.

47
34. A portion of our revenues and purchases are denominated in foreign currencies. As a result, we are
exposed to foreign currency exchange risks which may adversely impact our results of operations.

We have material exposure to foreign exchange related risks since a portion of our consolidated revenue from
operations are in foreign currency, including the US Dollar. The table set forth below provides gross revenue by
geographical segment and as a percentage of our gross revenue from operations during Fiscal 2024, Fiscal 2023
and Fiscal 2022:

Fiscal 2024 Fiscal 2023 Fiscal 2022

% of % of % of
Revenue by
gross Year gross Year on gross Year
Geographical ₹ ₹ ₹
revenue on year revenue year revenue on year
Segment million million million
from growth from growth from growth
operations operations operations
Within India 4,965.68 86.83% (0.59)% 4,995.01 87.89% 24.04% 4,026.81 79.48% (1.05)%
Outside India 753.27 13.17% 9.42% 688.39 12.11% (33.77)% 1,039.39 20.52% 73.25%
Total 5,718.95 100.00% - 5,683.41 100.00% - 5,066.21 100.00% -

A portion of our expenses, cost of any imported raw material and other operating expenses as well as certain of
our capital expenditure on equipment imported are denominated in US Dollar, and other foreign currencies. The
exchange rate between the Indian Rupee and foreign currencies, primarily the USD, has fluctuated in the past and
our results of operations have been impacted by such fluctuations in the past and may be impacted by such
fluctuations in the future. For example, during times of strengthening of the Indian Rupee, we expect that our
overseas sales and revenue will generally be negatively impacted as foreign currency received will be translated
into fewer Indian Rupees. However, the converse positive effect of depreciation in the Indian Rupee may not be
sustained or may not show an appreciable impact in our results of operations in any given financial period due to
other variables impacting our business and results of operations during the same period. Accordingly, any
appreciation or depreciation of the Indian Rupee against these currencies can impact our results of operations. We
may from time to time be required to make provisions for foreign exchange differences in accordance with
accounting standards.

Our ability to foresee future foreign currency fluctuations is limited. Further, due to the time gap between the
accounting of purchases and actual payments, the foreign exchange rate at which the purchase is recorded in the
books of accounts may vary with the foreign exchange rate at which the payment is made, thereby benefiting or
affecting us negatively, depending on the appreciation or depreciation of the Rupee. We may, therefore, be
exposed to risks arising from exchange rate fluctuations and we may not be able to pass on all losses on account
of foreign currency fluctuations to our customers, and as a result, suffer losses on account of foreign currency
fluctuations. There is no guarantee that we may be able to manage our foreign currency risk effectively or mitigate
exchange exposures, at all times and our inability may harm our results of operations and cause our results to
fluctuate and/or decline. Further, certain markets in which we sell our products may be subject to foreign exchange
repatriation and exchange control risks, which may result in either delayed recovery or even non-realization of
revenue. In addition, the policies of the RBI may also change from time to time, which may limit our ability to
effectively hedge our foreign currency exposures and may have an adverse effect on our results of operations and
cash flows.

We currently do not have a formal hedging policy. However, we enter into hedging arrangements, from time to
time, such as, forward exchange contracts, to hedge payments under our foreign currency borrowings or foreign
currency payables. In Fiscal 2024, Fiscal 2023 and Fiscal 2022, we recorded foreign currency exchange gain /
(loss) (Net) of ₹ 10.30 million, ₹ (28.02) million and ₹ 6.35 million, respectively, due to these fluctuations in
foreign currency. Any action that we may take and any amounts that we spend or invest in order to hedge the risks
to our business due to fluctuations in currencies may not adequately hedge against any losses and we cannot assure
you of the sufficiency of these procedures or whether the procedures we have in place will be successful in
managing our foreign currency exposure.

35. We have 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.

We have entered into transactions with related parties in the past and from, time to time, we may enter into related
party transactions in the future. These transactions principally include remuneration to executive Directors and
Key Managerial Personnel, rent paid to some of our Directors and Promoters, purchase from related parties, sale
to related parties and loans accepted from and repaid to related parties. For further information relating to our

48
related party transactions, see “Restated Consolidated Financial Information – Note 45 – Related Party
Disclosures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Related Party Transactions” on pages 350 and 397, respectively. While all such transactions have been conducted
on an arm’s length basis and in compliance with the applicable law, we cannot assure you that we might have
obtained more favourable terms had such transactions been entered into with unrelated parties. Further, it is likely
that we may enter into additional related party transactions in the future. Such related party transactions may
potentially involve conflicts of interest.

Set forth below is the aggregate amount of such related party transactions along with the percentage of aggregate
value of such related party transactions to our gross revenue from operations:

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

₹ million % of gross ₹ million % of gross ₹ million % of gross
revenue from revenue from revenue from
operations operations operations
Related party transactions 609.06 10.65 722.15 12.71 769.63 15.19

For further information on our related party transactions, see “Summary of the Offer Document – Summary of
related party transactions” on page 24. While there has been no conflict of interest among our Shareholders in
relation to related party transactions entered into the past three years, we cannot assure you that such transactions,
individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have
an adverse effect on our business, results of operations, cash flows and financial condition.

36. We derive a certain portion of our revenue from certain customers, and dependence on one or more such
customers in future, could adversely affect our business, results of operations, financial condition and
cash flows.

Certain portion of our revenues are derived from the top 10 customers. The table set forth below provides the split
of our consolidated gross revenue from operations by business and as a percentage of consolidated gross revenue
from operations in Fiscal 2024, Fiscal 2023 and Fiscal 2022.

Product/Service Fiscal 2024 Fiscal 2023 Fiscal 2022

₹ million % of gross ₹ million % of gross ₹ million % of gross
revenue from revenue from revenue from
operations operations operations
Brand sale
Revenue from top 10 138.80 2.43 173.29 3.05 166.15 3.28
Customers
Institutional sale
Revenue from top 10 883.35 15.45 858.12 15.10 599.74 11.84
Customers
Exports
Revenue from top 10 696.35 12.18 642.41 11.30 938.14 18.52
Customers

Our inability to increase the number of customers in future, may lead to our dependence on a few customers and
resulting in risks relating to customer concentration. Consequently, if we are unable to expand our sales volumes
to existing customers, maintain our relationship with our key customers or diversify our customer base, we may
experience material fluctuations or decline in our revenue and reduction in our operating margins, as a result of
which our business, results of operations and financial condition could be materially and adversely affected. In
addition, although we have had no cancellation of contracts or orders from our top 10 customers in Fiscal 2024,
Fiscal 2023 or Fiscal 2022, any cancellation by customers or delay or reduction in their orders or delay in payments
could have a material adverse effect on our business, results of operations and financial condition. Further, where
anticipated orders fail to materialize can result in mismatch between our inventories of raw materials and of
manufactured products, thereby increasing our costs relating to maintaining our inventory and reduction of our
margins, which may adversely affect our profitability and liquidity. In addition, we may not find any customers
or purchasers for the surplus or excess capacity, in which case we would be forced to incur a loss. Further, our
inability to find customers for surplus products may result in excessive inventories which may become obsolete
and may be required to be written off in the future.

49
37. If we are unable to establish and maintain an effective internal controls and compliance system, our
business and reputation could be adversely affected.

We are responsible for establishing and maintaining adequate internal measures commensurate with the size and
complexity of operations. Our internal audit functions make an evaluation of the adequacy and effectiveness of
internal systems on an ongoing basis so that our operations adhere to our policies, compliance requirements and
internal guidelines. We periodically test and update our internal processes and systems and there have been no
past material instances of failure to maintain effective internal controls compliance systems in Fiscal 2024, Fiscal
2023 or Fiscal 2022. However, we are exposed to operational risks arising from the potential inadequacy or failure
of internal processes or systems, and our actions may not be sufficient to ensure effective internal checks and
balances in all circumstances.

We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain
effective internal controls over our financial reporting so that we produce reliable financial reports and prevent
financial fraud. As risks evolve and develop, internal controls must be reviewed on an ongoing basis. Maintaining
such internal controls requires human diligence and compliance and is therefore subject to lapses in judgment and
failures that result from human error.

Further, our operations are subject to anti-corruption laws and regulations. These laws generally prohibit us and
our employees and intermediaries from bribing, being bribed or making other prohibited payments to government
officials or other persons to obtain or retain business or gain some other business advantage. We participate in
collaborations and relationships with third parties whose actions could potentially subject us to liability under
these laws or other local anti-corruption laws. While our code of conduct requires our employees and
intermediaries to comply with all applicable laws, and we continue to enhance our policies and procedures in an
effort to ensure compliance with applicable anti-corruption laws and regulations, these measures may not prevent
the breach of such anti-corruption laws, as there are risks of such breaches in emerging markets, such as India. If
we are not in compliance with applicable anti-corruption laws, we may be subject to criminal and civil penalties,
disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact
on our business, results of operations and financial condition. Likewise, any investigation of any potential
violations of anti-corruption laws by the relevant authorities could also have an adverse impact on our business
and reputation.

38. We do not own certain of the premises of our manufacturing facilities and our Registered and Corporate
Office, including our proposed Assembly Unit.

We do not own our Registered and Corporate Office in India and some premises of our manufacturing facility and
warehouse which are occupied by us on a leasehold basis. A summary of our leased premises including the tenure
of the lease agreements as of March 31, 2024, is set forth below:

S. Facility Address Leasehold / Details of Agreement / Address Duration/

No. Freehold of Facility period of
lease
1. Samba, Jammu and Kashmir Leasehold Leasehold of 90 years with effect 90 years
from June 13, 2005.
Address: 4 Kanal of land situated at
Industrial Growth Center, SIDCO,
Phase – I, Samba, Jammu, Jammu
and Kashmir 184 121
2. Barwasni, Haryana Leasehold Please refer Note (1) below. Please refer
Note (1)
Address: Please refer Note (1) below. below.
3. Nathupur – I Leasehold Leasehold of 36 months with 36 months
effect from April 1, 2024
Address: Khewat no. 425, V.P.O.
Nathupur, Sonipat 131 029, Haryana
4. Nathupur – II Leasehold (i) Leasehold of 36 months with 36 months
effect from November 1,
Address: 2023.

(i) Khewat no: 192, no. 16/22/3, The agreement may be terminated
23/2/2/5,3,27, by either party, without cause, by
V.P.O. Nathupur, Sonipat 131 029, providing a one month’s notice.
Haryana

50
 S. Facility Address Leasehold / Details of Agreement / Address Duration/
No. Freehold of Facility period of
lease
(ii) Khewat n o. 277, Khata no. 350/1, (ii) Leasehold of 99 years with
Killa no. 18/10/12, 18/11/1, V.P.O. effect from August 11, 2008.
NATHUPUR, Sonipat 131 029,
Haryana The agreement may be terminated
without mutual consent.
Note 1:
Barwasni Facility

S. No. Address Details of agreement Duration/

period of
lease
i. Khewat no. 23 Min, 477 Khata no. 23 Min, 552 under Killa no. Leasehold of 30 years 30 years
30//21, 22, 23 19/1, 19/2, 51//2/2, 3, 4, 5/1, 7/1, 8/, Barwasani, with effect from June 12,
Sonipat 131 001, Haryana 2018
ii. Khewat no. 481/386, Khata no. 536, Killa no. 30//20/1, Barwasni, Leasehold of 10 years 10 years
Sonipat 131 001, Haryana. with effect from June 16,
2023
Kewat no 465, Khata no. 520, Killa no. 19//14/1, Rakba 7-16 of
20/156, Khewat no. 483, Khata no. 583, Killa no. 19//25 (7-12),
30//20/2(3-11), 44//14/1/1(6-0), Barwasni, Sonipat 131 001,
Haryana.

Khewat no. 589, Khata no. 633, Killa no. 30//10/1(1-16),

30//11/1(3-18), 30//11/3(0-9), 12/3(0-6), Barwasni, Sonipat 131
001, Haryana.

Kewat no. 28, Min khata no. 28, Killa no. 29//4(3-4), Barwasni,
Sonipat 131 001, Haryana.

Khewat no. 578/2, Min khata no. 622/2, Killa no. 30//10/2 (0-18),
11/2 (3-4), 12/1 (4-12) and Khewat no. 578/7, Khata no. 622/7,
Killa no. 30//1/3 (0-9), 12/3(0-6), Barwasni, Sonipat 131 001,
Haryana.
iii. Khewat no. 240, Min. khatoni no. 253, Killa no. 63//25(8-0), Leasehold of 10 years 10 years
67//5(8-0), 6(3-3), Kitte 3; Khewat no. 241, Min khatoni no. 254, with effect from June 16,
Killa no. 67//4(4-16), 7(0-2), Kitte 2, Hullaheri, Sonipat 131 001, 2023
Haryana.

Khewat no. 216, Khata no. 229, Killa no. 63//19/1(6-13), 20/2(3-
19), 63//12/2(0-9), 19/2(0-1), 20/1(0-6), 24/1(0-9), Hullaheri,
Sonipat 131 001, Haryana.

Khewat no. 241, Khata no. 254, Killa no. 66//2/3/1(0-11), 9/2(1-
5), Hullaheri, Sonipat 131 001, Hariyana.

Khewat no. 216, Khata no. 229, 63//24/2(7-11), Hullaheri, Sonipat

131 001, Haryana.

Khewat no. 217, Khata no. 230, Killa no. 63//18/5(4-4) and
63//23/2, Hullaheri, Sonipat 131 001, Haryana.

Khewat no. 232, Khata no. 245, Killa no. 66//10(5-9), Hullaheri,
Sonipat 131 001, Haryana.
iv. Khewat no. 604, Khata no. 648, Killa no. 30//20/3(0-9), Barwasni, Leasehold of 11 months 11 months
Sonipat 131 001, Haryana. from September 20, 2024

While the lease agreements for our manufacturing facilities and proposed Assembly Unit are typically long term
in nature and provide us with an option to renew them, they also provide the lessor with the right to terminate the
lease for non-compliance of the terms of the agreement or by serving a without cause termination notice. We have
had no instances of termination of lease agreement for our premises in Fiscal 2024, Fiscal 2023 and Fiscal 2022.
Notwithstanding, termination of our leases may occur for reasons beyond our control, such as breaches of lease
agreements by the landlords of our premises which is detrimental to our operations. If we, our current or future
landlords breach the lease agreements, we may have to relocate to alternative premises or shut down our operations

51
at that site. Once we obtain a lease, we incur significant expenses to install necessary furniture, fittings, machinery,
lighting, security systems and air conditioning, to ensure such unit is designed in line with our requirements.
Relocation of any part of our operations may cause disruptions to our business and may require significant
expenditure, and we cannot assure you that in such a case, we will be able to find suitable premises on
commercially reasonable terms in a timely manner, if at all or we may have to pay significantly higher rent or
incur additional expenses towards interiors. Occurrence of any of these factors may materially and adversely affect
our business, results of operations and financial condition.

We may be delayed or be unable to enter a definitive lease deed for various reasons, some of which are beyond
our control, which may result in us not being able to recover deposits placed with relevant owners. Further, in the
event such letters of intent lapse or are terminated, we may have to identify suitable alternate locations for which
we may have to expend significant time and resources. Further, some of our lease deeds for our manufacturing
facilities and properties may not be registered and/or may not be adequately stamped and, consequently, may not
be accepted as evidence in a court of law and we may be required to pay penalties for inadequate stamp duty.
Further, we may not be able to assess or identify all risks and liabilities associated with any properties, such as
faulty or disputed title, unregistered encumbrances or adverse possession rights, improperly executed,
unregistered or insufficiently stamped instruments, or other defects of which we may not be aware. Further, there
are encumbrances on our manufacturing facilities and office properties in India.

39. We have certain contingent liabilities that have not been provided for in our financial statements, which
if they materialise, may adversely affect our financial condition.

The following table and notes set forth the principal components of our contingent liabilities for Fiscals 2024,
2023 and 2022:
(₹ in million)
S. Particulars As at
No. March 31, 2024 March 31, 2023 March 31, 2022
1. Estimated amount of contracts 12.09 5.13 29.74
remaining to be executed on capital
account and not provided for (net of
advances)
2. Guarantees issued by bank on behalf of 0.62 Nil Nil
Company
3. Custom Duty demand 6.82 2.84 2.84
4. Sales Tax Matters 2.70 2.70 10.29
5. Goods & Service tax matters 8.64 1.34 1.34
6. Income tax matters 16.97 Nil Nil
7. Consumer Dispute Redressal 1.11 1.11 Nil
Commission (Ahmedabad)
8. Letter of Credit with banks 157.35 89.36 493.94
Total 206.29 102.98 538.16

Our contingent liabilities may become actual liabilities. If a significant portion of these liabilities materialize, it
could have an adverse effect on our business, results of operations and financial condition. Further, there can be
no assurance that we will not incur similar or increased levels of contingent liabilities in the current fiscal year or
in the future. For further information, see “Financial Information” on page 295.

40. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.

Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flow, working
capital requirements, capital expenditure and restrictive covenants of our financing arrangements. The declaration
and payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at
their discretion, subject to the provisions of the Articles of Association and applicable law, including the
Companies Act 2013. For details, see “Dividend Policy” on page 294. We may retain all future earnings, if any,
for use in the operations and expansion of the business. As a result, we may not declare dividends in the foreseeable
future. Any future determination as to the declaration and payment of dividends will be at the discretion of our
Board and will depend on factors that our Board deems relevant, including among others, our future earnings,
financial condition, cash requirements, business prospects and any other financing arrangements. We cannot
assure you that we will be able to pay dividends in the future. Accordingly, realization of a gain on Shareholders’
investments will depend on the appreciation of the price of the Equity Shares. There is no guarantee that our
Equity Shares will appreciate in value.

52
41. We have had negative cash flows from operating activities in the past and a consequent decrease in cash
and cash equivalents in Fiscals 2024, 2023 and 2022.

We have experienced negative cash flows from operating activities in the past and may, in the future, experience
negative cash flows. The following table sets forth certain information relating to our cash flows for the periods
indicated below:
(in ₹ million)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Net cash generated from / (used in) operating activities 533.40 (570.10) (70.05)
Net cash generated from / (used in) investing activities (52.25) (192.94) (100.15)
Net cash generated from / (used in) financing activities (488.85) 751.98 160.94
Net increase / (decrease) in cash and cash equivalents (7.71) (11.06) (9.26)
Cash and cash equivalents at the beginning of the year 36.87 47.93 57.20
Cash and cash equivalents at the end of the year 29.16 36.87 47.93
For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Cash Flows Based on the Restated Consolidated Financial Information” and “Restated
Consolidated Financial Information” on pages 391 and 295, respectively. Negative cash flows over extended
periods, or significant negative cash flows in the short term, could materially impact our ability to operate our
business and implement our growth plans. As a result, our business, financial condition and results of operations
could be materially and adversely affected.

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

Certain of our Promoters, members of Promoter Group, Directors, Key Managerial Personnel and Senior
Management Personnel have interests in our Company that are in addition to reimbursement of expenses and
normal remuneration payable to them. Our Promoter, Directors, Key Managerial Personnel and Senior
Management Personnel may be deemed to be interested to the extent of Equity Shares held by them, as well as to
the extent of any dividends, bonuses or other distributions on such Equity Shares. We cannot assure you that our
Promoters, Directors and our Key Managerial Personnel will exercise their rights as shareholders to the benefit
and best interest of our Company. For further details of such interests, see “Our Management” and “Financial
Information” beginning on pages 268 and 295, respectively. For further details of our Promoter, see “Our
Promoters and Promotor Group” beginning on page 287.

43. Certain non-GAAP financial measures and certain other statistical information relating to our operations
and financial performance have been included in this Draft 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.

Certain non-GAAP financial measures and certain other statistical information relating to our operations and
financial performance have been included in this Draft Red Herring Prospectus. These non-GAAP Measures are
not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not
be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year/ period or any
other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or
cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian
GAAP, or IFRS. These non-GAAP financial measures and other statistical and other information relating to our
operations and financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and therefore may not be comparable to financial measures and statistical
information of similar nomenclature that may be computed and presented by other companies and are not
measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled
measures presented by other companies.

44. After the completion of the Offer, our Promoters along with the Promoter Group will continue to
collectively hold substantial shareholding in our Company.

As on the date of this Draft Red Herring Prospectus, our Promoter and Promoter Group together hold 96.87% our
pre-Offer Equity Share capital on a diluted basis. For further details, see “Capital Structure” beginning on page
79. Following the completion of the Offer, our Promoter and Promoter Group, shall continue to hold a majority
of our Company’s post-Offer Equity Share capital. This concentration of ownership could limit your ability to
influence corporate matters requiring shareholders’ approval. As a result of our shareholding, our Promoter and

53
Promoter Group will have the ability to significantly influence matters requiring shareholders’ approval, including
the ability to appoint Directors on our Board and the right to approve significant actions at Board and at
shareholders’ meetings, including the issuance of Equity Shares and dividend payments, business plans, mergers
and acquisitions, any consolidation or joint venture arrangements, any amendment to our Memorandum of
Association and Articles of Association. In addition, if our shareholders do not act together, such matters requiring
shareholders’ approval may be delayed or may not occur at all, which could adversely affect our business.
Moreover, these shareholders are not obligated to provide any business opportunities to us. If such other
shareholders invest in another company in competition with us, we may lose the support provided to us by them,
which could adversely affect our business, results of operations, financial condition and cash flows. We cannot
assure you that our existing shareholders will not have conflicts of interest with other shareholders or with our
Company. Any such conflict may adversely affect our ability to execute our business strategy or to operate our
business.

45. Our historical installed capacities and capacity utilization of our facilities included in this Draft Red
Herring Prospectus need not be an indication of future production capacity and capacity utilization.
Further, our existing capacities are under-utilised.

The historical installed capacities and capacity utilization of our facility included in this Draft Red Herring
Prospectus is based on various factors, including existing operational needs, availability of raw materials, potential
plant utilization levels, downtime resulting from scheduled maintenance activities, demand of agrochemical
formulations due seasonality or weather conditions, unscheduled breakdowns, as well as other factors affecting
operational efficiencies. However, there can be no assurance that the entire capacity will be available to us at all
times, or that actual production levels and utilisation rates will bear resemblance or be in line with historical
performance. Our future production levels may therefore vary significantly from the historical data. Our capacity
utilisation was 30.35%, 25.37% and 19.69% in Fiscals 2024, 2023 and 2022. Therefore, undue reliance should
therefore not be placed on our installed capacity or historical capacity utilization information for our existing
facility included in this Draft Red Herring Prospectus. For further information, see “Our Business” on page 220.

46. Industry information included in this Draft Red Herring Prospectus has been derived from an industry
report commissioned by us for such purpose. There can be no assurance that such third-party statistical,
financial and other industry information is either complete or accurate.

We have availed the services of an independent third party research agency, CARE Analytics and Advisory Private
Limited, to prepare an industry report titled “Industry Research Report on Agrochemical Industry in India” dated
September 18, 2024, for purposes of inclusion of such information in this Draft Red Herring Prospectus. Our
Company had appointed CARE Analytics and Advisory Private Limited on February 20, 2024, to prepare this
report. Further, this report is a paid report. This report is subject to various limitations and based upon certain
assumptions that are subjective in nature including fluctuation in demands due to seasonality of crops. We have
not independently verified data from this industry report. Although we believe that the data may be considered to
be reliable, the accuracy, completeness and underlying assumptions are not guaranteed and dependability cannot
be assured. While we have taken reasonable care in the reproduction of the information, the information has not
been prepared or independently verified by us, or the BRLM or any of our or its respective affiliates or advisors
and, therefore, we make no representation or warranty, express or implied, as to the accuracy or completeness of
such facts and statistics. Due to possibly flawed or ineffective collection methods or discrepancies between
published information and market practice and other problems, the statistics herein may be inaccurate or may not
be comparable to statistics produced for other economies and should not be unduly relied upon. Further, there is
no assurance that they are stated or compiled on the same basis or with the same degree of accuracy as may be
the case elsewhere. Statements from third parties that involve estimates are subject to change, and actual amounts
may differ materially from those included in this Draft Red Herring Prospectus.

47. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.

We propose to utilise the Net Proceeds towards (i) repayment or prepayment of certain borrowings availed by our
Company, (ii) funding capital expenditure of our Company for setting up an in-house dry flowable plant at
Barwasani, Sonipat, Haryana, (iii) funding working capital requirements, and (iv) general corporate purposes. For
further details of the proposed objects of the Offer, see “Objects of the Offer” on page 107. At this stage, we
cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or fund
any exigencies arising out of competitive environment, business conditions, economic conditions or other factors
beyond our control. In accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot undertake

54
any variation in the utilisation of the Net Proceeds without obtaining the shareholders’ approval through a special
resolution. In the event of any such circumstances that require us to undertake variation in the disclosed utilisation
of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any
delay or inability in obtaining such shareholders’ approval may adversely affect our business or operations.

Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with
our proposal to change the objects of the Issue or vary the terms of such contracts, at a price and manner as
prescribed by SEBI. Additionally, the requirement on Promoters to provide an exit opportunity to such dissenting
shareholders may deter the Promoters from agreeing to the variation of the proposed utilisation of the Net
Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoters
or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable
them to provide an exit opportunity at the price prescribed by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Issue to use any unutilized
proceeds of the Issue, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus,
even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to
any change in our business or financial condition by re-deploying the unutilised portion of Net Proceeds, if any,
or varying the terms of contract, which may adversely affect our business and results of operations.

48. Our funding requirements and the proposed deployment of Net Proceeds are not appraised by any
independent agency, which may affect our business and results of operations. Further, the schedule of the
implementation of the Objects for which funds are being raised in the Offer, is subject to risk of
unanticipated delays in implementation and cost overruns.

We intend to use the Net Proceeds for the purposes described in “Objects of the Offer” on page 107 of this Draft
Red Herring Prospectus. Our funding requirements are based on management estimates and our current business
plans and has not been appraised by any bank or financial institution. The deployment of the Net Proceeds will be
at the discretion of our Board. However, the deployment of the Net Proceeds will be monitored by a monitoring
agency appointed pursuant to the SEBI ICDR Regulations. We may have to reconsider our estimates or business
plans due to changes in underlying factors, some of which are beyond our control, such as interest rate fluctuations,
changes in input cost, inability to identify suitable location for our manufacturing facilities at favourable terms
and other financial and operational factors.

Accordingly, prospective investors in the Issue will need to rely upon our management’s judgment with respect
to the use of proceeds. If we are unable to deploy the Net Proceeds in a timely or an efficient manner, it may affect
our business and results of operations. Our internal management estimates may exceed fair market value or the
value that would have been determined by third party appraisals, which may require us to reschedule or reallocate
capital expenditure and may have an adverse impact on our business, financial condition, results of operations and
cash flows.

Various risks and uncertainties, such as economic trends and business requirements, competitive landscape, as
well as general factors affecting our results of operations, financial condition and access to capital and including
those set forth in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth
in our business. Accordingly, use of the Net Proceeds for other purposes identified by our management may not
result in actual growth of our business, increased profitability or an increase in the value of our business and your
investment.

Further, certain information contained in this Draft Red Herring Prospectus, such as our funding requirements and
our intended use of the proceeds of the Offer, in addition to not being appraised by any bank, financial institution
or agency are based on management estimates and internal management information systems and our business
plan. We may also have to revise our funding estimates, future projects and the estimated commencement and
completion dates of our future plans depending on future contingencies and events, including, among others:
changes in laws and regulations; competition; receipt of statutory and regulatory approvals and permits; the ability
of third parties to complete their services on schedule and on budget; delays, cost overruns or modifications to our
future projects; commencement of new projects and new initiatives; and changes in our business plans due to
prevailing economic conditions. Accordingly, the schedule of the implementation of the objects for which funds
are being raised in this Offer, is subject to risk of unanticipated delays in implementation and cost overruns. As a
consequence of any increased costs, our actual deployment of funds may be higher than our management estimates
and may cause an additional burden on our finance plans, as a result of which, our business, financial condition,
results of operations and cash flows could be materially and adversely impacted.

55
49. The objects of the Offer include funding working capital requirements of our Company, which are based
on certain assumptions and estimates and such working capital requirements may not be indicative of the
actual requirements of our Company.

Our funding working capital requirements, financing requirements and the deployment of the net proceeds of the
Offer are based on management estimates and certain assumptions in relation to inter alia cost and holding periods
of inventories of raw materials and finished goods as well as capacity utilisation and have not been appraised by
any bank or financial institution. In view of the nature of the industry in which we operate, factors beyond our
control including force majeure conditions and availability of funding from banks or financial institutions, we
may have to revise our management estimates from time to time and consequently our financing requirements and
the expected deployment of the net proceeds of the Offer may also change. For further details, please refer to
“Objects of the Offer” on page 107.

50. We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements. Our
inability to successfully implement such capacity expansion or any future capacity expansion plans could
have a material adverse effect on our business, prospects, operations, prospects or financial results.

We intend to use a portion of the Net Proceeds for funding our capital expenditure requirements which includes,
inter alia, funding capital expenditure of our Company for setting up an in-house dry flowable plant at Barwasani,
Sonipat, Haryana. Such expansion of our manufacturing capacities may be subject to operational challenges in
implementing such expansion. We are yet to place orders for the total capital expenditure proposed to be
undertaken. We have not entered into any definitive agreements to utilize the Net Proceeds for this object of the
Offer and have relied on the quotations received from third parties for estimation of the cost. We have obtained
the quotations from various vendors in relation to such capital expenditure; however most of these quotations are
valid for a certain period of time and may be subject to revisions, and other commercial and technical factors,
including financial and market condition, business and strategy, competition, negotiation with suppliers, variation
in cost estimates on account of factors, including changes in design or configuration of the equipment and interest
or exchange rate fluctuations and other external factors including changes in the price of the equipment due to
variation in commodity prices which may not be within the control of our management. We cannot assure you
that we will be able to undertake such capital expenditure within the cost indicated by such quotations or that there
will not be cost escalations. For details, see “Objects of the Offer” on page 107.

Further, we cannot assure you that we will be able to increase the capacity utilization of our manufacturing facility,
including due to any inability to secure orders from customers for our products. Additionally, the capital
expenditure incurred in relation to the manufacturing facilities is generally long term in nature and may not
generate the expected returns due to market conditions or due to reduced demand from our customers. Significant
adverse changes from our expected returns on investment in manufacturing plants could have a material adverse
effect on our business, prospects, operations, prospects or financial results.

EXTERNAL RISK FACTORS

51. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, results of operations, cash flows and financial condition

The Indian economy and capital markets are influenced by economic, political and market conditions in India and
globally. Adverse economic developments, such as rising fiscal or trade deficit, in other emerging market
countries may also affect investor confidence and cause increased volatility in Indian securities markets and
indirectly affect the Indian economy in general. Our Company is incorporated in India, and our assets and
employees are all located in India. As a result, we are dependent on prevailing economic conditions in India and
our results of operations are affected by factors influencing the Indian economy. Further, the following external
risks may have an adverse impact on our business and results of operations, should any of them materialize. Such
incidents could also create a perception that investment in Indian companies involves a higher degree of risk and
could have an adverse effect on our business and the price of the Equity Shares:

• increase in interest rates may adversely affect our access to capital and increase our borrowing costs, if
any, which may constrain our ability to grow our business and operate profitably;

• downgrade of India’s sovereign debt rating by an independent agency;

56
• political instability, resulting from a change in governmental or economic and fiscal policies, may
adversely affect economic conditions in India;

• strikes, lock-outs, work stoppages or increased wage demands by employees, suppliers or other service
providers;

• civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war;

• fires and/or severe weather, which can result in damage to our property or inventory and generally reduce
our productivity and may require us to evacuate personnel and suspend operations.

• India has experienced epidemics and natural calamities such as earthquakes, tsunamis, floods, and
drought in recent years;

• financial instability and turmoil in other countries; and

• contagious diseases such as the COVID-19 pandemic, the highly pathogenic H7N9, H5N1 and H1N1
strains of influenza in birds and swine. Any similar future outbreaks of COVID-19, avian or swine
influenza or a similar contagious disease could adversely affect the Indian economy and economic
activity in the region.

We are dependent on domestic and regional economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in
which we operate. Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the
Indian economy, could adversely affect our business, results of operations and financial condition and the price
of the Equity Shares. Our performance and the growth of our business depend on the overall performance of the
Indian economy as well as the economies of the regional markets in which we operate. As on the date of this Draft
Red Herring Prospectus, we have not faced any adverse impact on our business and results of operations due to
such external risks, except to the extent disclosed in our “Financial Information” on page 295.

52. Our operations may be adversely affected by the effects of health pandemics, civil disturbances, social
unrest, hostilities or acts of terrorism, natural disasters such as extreme weather events and other criminal
activities.

Certain events that are beyond our control, such as health pandemics, terrorist attacks, natural calamities and other
acts of violence or war, may adversely affect worldwide financial and Indian markets, and could potentially lead
to a severe economic recession, which could adversely affect our business, results of operations, financial
condition and cash flows, and more generally, any of these events could lower confidence in India’s economy.
India has experienced social unrest in some parts of the country. If such tensions occur in other parts of the country
leading to overall political and economic instability, it could have an adverse effect on our business, financial
condition, results of operations and the trading price of our Equity Shares. India has also experienced natural
calamities such as earthquakes, tsunamis, floods and droughts in the past. Instances of floods or other natural
calamities could have an adverse effect on our business, financial condition, results of operations and the trading
price of our Equity Shares. Such events may result in a temporary decline in the number of patients who seek
clinical testing services or in our employees’ ability to perform their duties. In addition, such events may
temporarily interrupt our ability to transport specimens, to receive materials from our suppliers or otherwise to
provide our services.

53. Changing laws, rules and regulations and legal uncertainties, including any adverse application of tax
laws and regulations across the multiple states we operate in, could have an adverse effect on our business,
financial condition, results of operations and cash flows

The regulatory and policy environment in which we operate is evolving and is subject to change. Such changes
may adversely affect our business, financial condition and results of operations, to the extent that we are unable
to suitably respond to and comply with any such changes in applicable law and policy. For instance, the Government
of India announced the union budget for Fiscal 2025, pursuant to which the Finance Bill, 2024 (“Finance Bill”),
proposes to introduce various amendments to taxation laws in India. The Finance Bill has received the assent of the
President of India and has been enforced as the Finance Act, 2024. We cannot predict whether any amendments

57
made pursuant to the Finance Act, 2024 would have any adverse effect on our business, financial condition, future
cash flows and results of operations.

Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us being
deemed to be in contravention of such laws and may require us to apply for additional approvals. We may incur
increased costs and other burdens relating to compliance with new requirements, which may also require
significant management time and other resources, and any failure to comply may adversely affect our business,
financial condition and results of operations. Uncertainty in the application, interpretation or implementation of
any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a
limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve
and may impact the viability of our current business or restrict our ability to grow our businesses in the future.

54. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the Book
Running Lead Managers or any of their directors and executive officers in India respectively, except by
way of a law suit in India.

Our Company is incorporated under the laws of India. Our Company’s assets are located in India and all of our
Company’s Directors and Key Managerial Personnel are residents of India. As a result, it may not be possible for
investors to effect service of process upon our Company or such persons in jurisdictions outside India, or to enforce
against them judgments obtained in courts outside India. Moreover, it is unlikely that a court in India would award
damages on the same basis as a foreign court if an action were brought in India or that an Indian court would
enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian public
policy or if judgments are in breach or contrary to Indian law.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code
of Civil Procedure, 1908 (“CPC”). India has reciprocal recognition and enforcement of judgments in civil and
commercial matters with a limited number of jurisdictions, which includes, the United Kingdom, Singapore,
United Arab Emirates and Hong Kong. A judgment from certain specified courts located in a jurisdiction with
reciprocity must meet certain requirements of the CPC. The United States and India do not currently have a treaty
providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a
final judgment for the payment of money rendered by any federal or state court in a non-reciprocating territory,
such as the United States, for civil liability, whether or not predicated solely upon the general laws, including
securities laws of the non-reciprocating territory, including United States, would not be enforceable in India under
the CPC as a decree of an Indian court.

The United Kingdom, Singapore, United Arab Emirates and Hong Kong have been declared by the Government
of India to be reciprocating territories for purposes of Section 44A of the Civil Code. Section 13 of the Civil Code
provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon between the
same parties or parties litigating under the same title, except (i) where the judgment has not been pronounced by a
court of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it
appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or
refusal to recognise the law of India in cases to which such law is applicable, (iv) where the proceedings in which
the judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained by fraud or
(vi) where the judgment sustains a claim founded on a breach of any law then in force in India. Under the CPC, a
court in India shall, on the production of any document purporting to be a certified copy of a foreign judgment,
presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on
record. The CPC only permits the enforcement of monetary decrees, not being in the nature of any amounts
payable in respect of taxes, other charges, fines or penalties. Judgments or decrees from jurisdictions which do
not have reciprocal recognition with India cannot be enforced by proceedings in execution in India. Even if an
investor obtained a judgment in such a jurisdiction against us, our officers or directors, it may be required to
institute a new proceeding in India and obtain a decree from an Indian court.

However, the party in whose favour such final judgment is rendered may bring a new suit in a competent court in
India based on a final judgment that has been obtained in the United States or other such jurisdiction within three
years of obtaining such final judgment. In addition, any person seeking to enforce a foreign judgment in India is
required to obtain the prior approval of the RBI to repatriate any amount recovered.

58
55. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

We are subject to Indian exchange control regulations that regulate borrowing in foreign currencies, including those
specified under FEMA and the rules thereunder. Under such foreign exchange regulations currently in force in
India, transfer of shares between non-residents and residents are freely permitted (subject to compliance with
sectoral norms and certain other restrictions), if they comply with the pricing guidelines and reporting requirements
specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such
pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior
regulatory approval of the RBI will be required. Additionally, shareholders who seek to convert Rupee proceeds
from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-
objection or a tax clearance certificate from the Indian income tax authorities.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which
share a land border with India or where the beneficial owner of an investment into India is situated in or is a citizen
of any such country, will require prior approval of the Government of India. Any such approval(s) would be
subject to the discretion of the regulatory authorities. Restrictions on foreign investment activities and any impact
on our ability to attract foreign investors may cause uncertainty and delays in our future investment plans and
initiatives.

We cannot assure investors that any required approval from the RBI or any other governmental agency can be
obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian
Securities” on page 461.

56. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS
and U.S. GAAP, which may be material to investors’ assessment of our financial condition.

Our Restated Consolidated Financial Information for Fiscals 2024, 2023 and 2022 have been derived from the
audited financial statements of our Company as at and for the financial years ended March 31, 2024, March 31,
2023 and March 31, 2022 prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed
under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and
other accounting principles generally accepted in India. The aforementioned financial statements have been
restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note.

Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting
principles with which prospective investors may be familiar in other countries. If our financial statement were to
be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial
position maybe substantially different. Prospective investors should review the accounting policies applied in the
preparation of our financial statements, and consult their own professional advisers for an understanding of the
differences between these accounting principles and those with which they may be more familiar. Any reliance
by persons not familiar with Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR
Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus should be limited
accordingly.

57. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including
in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of
other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an
Indian company than as shareholder of a corporation in another jurisdiction.

58. Any adverse change in India’s sovereign credit rating by an international rating agency could adversely
affect our business, results of operations and cash flows.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
Any downfall in the credit ratings for India and other jurisdictions we operate in, by international rating agencies
may adversely impact our ability to raise additional finances. This may have an adverse effect on our ability to

59
fund our growth on favourable terms and adversely affect our business operations, financial performance and the
price of the Equity Shares.

59. We may be affected by competition laws in India, the adverse application or interpretation of which could
adversely affect our business.

The Competition Act, 2002 (“Competition Act”) was enacted for the purpose of preventing practices that have
or are likely to have an adverse effect on competition in India and has mandated the Competition Commission of
India to prevent such practices. Under the Competition Act, any arrangement, understanding or action, whether
formal or informal, which causes or is likely to cause an appreciable adverse effect on competition (“AAEC”) is
void and attracts substantial penalties. Further, any agreement among competitors which, directly or indirectly,
involves determination of purchase or sale prices, limits or controls production, or shares the market by way of
geographical area or number of subscribers in the relevant market is presumed to have an appreciable adverse
effect in the relevant market in India and shall be void. The Competition Act also prohibits abuse of a dominant
position by any enterprise. On March 4, 2011, the Indian central government notified and brought into force the
combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011.
These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that
cross the prescribed asset-and turnover-based thresholds to be mandatorily notified to, and pre-approved by, the
CCI. In addition, on May 11, 2011, the CCI issued the Competition Commission of India (Procedure for
Transaction of Business Relating to Combinations) Regulations, 2011, as amended, which sets out the mechanism
for implementation of the merger control regime in India.

The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was notified on April 11, 2023,
which amends the Competition Act and gives the CCI additional powers to prevent practices that harm
competition and the interests of consumers. The Competition Amendment Act, inter alia, modifies the scope of
certain factors used to determine AAEC, reduces the overall time limit for the assessment of combinations by the
CCI from 210 days to 150 days and empowers the CCI to impose penalties based on the global turnover of entities,
for anti-competitive agreements and abuse of dominant position.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC
in India. Consequently, all agreements entered by us could be within the purview of the Competition Act. Further,
the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring
outside India if such agreement, conduct, or combination has an AAEC in India. However, the impact of the
provisions of the Competition Act on the agreements entered by us cannot be predicted with certainty at this stage.
However, since we pursue an acquisition driven growth strategy, we may be affected, directly or indirectly, by
the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated
by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any
prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business,
results of operations, cash flows, and prospects.

Risks relating to the Equity Shares and the Offer

60. The determination of the Price Band is based on various factors and assumptions, and the Offer Price of
our Equity Shares may not be indicative of the market price of our Equity Shares after the Offer.

The determination of the Price Band is based on various factors and assumptions, and will be determined in
accordance with applicable law and in consultation with the BRLM. Further, there can be no assurance that our
key performance indicators (“KPIs”) will improve or become higher than our listed comparable industry peers in
the future or whether we will be able to successfully compete against the listed comparable industry peers in these
KPIs in the future. An inability to improve, maintain or compete, or any reduction in such KPIs in comparison
with the listed comparable industry peers may adversely affect the market price of our Equity Shares. Moreover,
there are no standard methodologies in the industry for the calculations of such KPIs and as a result, the listed
comparable industry peers may calculate and present such financial ratios in a different manner. There can be no
assurance that our methodologies are correct or will not change and accordingly, our position in the market may
differ from that presented in this Draft Red Herring Prospectus.

61. Our Equity Shares have never been publicly traded, and, after the Offer, our Equity Shares may experience
price and volume fluctuations, and an active trading market for our Equity Shares may not develop.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. The Offer Price of our Equity Shares will be

60
determined in accordance with applicable law and in consultation with the BRLM, through the Book Building
Process. These will be based on numerous factors, including factors as described under “Basis for Offer Price”
on page 124 and may not be indicative of the market price for our Equity Shares after the Offer. The market price
of our Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in
our operating results, market conditions specific to the industry we operate in, developments relating to India,
volatility in the Stock Exchanges, securities markets in other jurisdictions, strategic actions by us or our
competitors, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by
research publications and changes in economic, legal and other regulatory factors. There is no assurance that
investors in our Equity Shares will be able to resell their Equity Shares at or above the Offer Price.

62. Any future issuance of our Equity Shares or convertible securities or other equity linked instruments by
us may dilute prospective investors’ shareholding, and sales of our Equity Shares by our major
shareholders may adversely affect the trading price of our Equity Shares.

We may be required to finance our growth through future equity offerings. Any future equity that we issue,
including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares,
including through the exercise of employee stock options, may lead to the dilution of investors’ shareholdings in
our Company. Any future issuances of Equity Shares or the disposal of Equity Shares by our major shareholders
including our Promoter, or the perception that such issuance or sales may occur, may adversely affect the trading
price of our Equity Shares, which may lead to other adverse consequences including difficulty in raising capital
through offering of our Equity Shares or incurring additional debt. There can be no assurance that we will not
issue further Equity Shares or that the major Shareholders will not dispose of, pledge or encumber their Equity
Shares. Any future issuances could also dilute the value of your investment in our Equity Shares. In addition, any
perception by investors that such issuances or sales might occur may also affect the market price of our Equity
Shares.

63. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have a material
adverse effect on the trading price of, and returns on, our Equity Shares, independent of our operating
results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect
of our Equity Shares will be paid in Indian Rupees and subsequently converted into the relevant foreign currency
for repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to
undertake such conversion may reduce the net dividend foreign investors receive. In addition, any adverse
movement in currency exchange rates during a delay in repatriating outside India the proceeds from a sale of
Equity Shares, for example, because of a delay in regulatory approvals that may be required for the sale of Equity
Shares, may reduce the proceeds received by Equity Shareholders. For example, the exchange rate between the
Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially
in the future, which may have a material adverse effect on the trading price of our Equity Shares and returns on
our Equity Shares, independent of our operating results.

64. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are
not permitted to withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount
on submission of the Bid and are not permitted to withdraw or lower their bids (in terms of quantity of equity
shares or the bid amount) at any stage after submitting a bid. Similarly, Retail Individual Bidders can revise or
withdraw their bids at any time during the Bid/Offer Period and until the Bid/Offer Closing Date, but not
thereafter. While we are required to complete all necessary formalities for listing and commencement of trading
of our Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed, including
Allotment within such period as may be prescribed by the SEBI, adverse events affecting the investors’ decision
to invest in our Equity Shares may arise between the date of submission of the Bid and Allotment. Therefore,
QIBs and Non-Institutional Bidders will not be able to withdraw or lower their bids following adverse
developments in international or national monetary policy, financial, political or economic conditions, our
business, results of operations, cash flows or otherwise at any stage after the submission of their bids. Our
Company may complete the Allotment of our Equity Shares even if such events occur, and such events limit the
Bidders’ ability to sell our Equity Shares Allotted pursuant to the Offer or cause the trading price of our Equity
Shares to decline on listing.

61
65. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby suffer future dilution of their ownership position.

Under the Companies Act, a company incorporated in India and having share capital must offer its equity
shareholders pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their
existing ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights have
been waived by the adoption of a special resolution by holders of three-fourths of the equity shares voting on such
resolution. However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive
rights without our filing an offering document or registration statement with the applicable authority in such
jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a filing. If we elect not
to file a registration statement, the new securities may be issued to a custodian, who may sell the securities for
your benefit. The value such custodian receives on the sale of any such securities and the related transaction costs
cannot be predicted. To the extent that you are unable to exercise pre-emptive rights granted in respect of our
Equity Shares, your proportional equity interests in us may be reduced.

66. The ability of investors to acquire and sell Equity Shares is restricted by the distribution and transfer
restrictions set forth in this Draft Red Herring Prospectus.

No actions have been taken to permit a public offering of our Equity Shares in any jurisdiction, other than India.
As such, our Equity Shares have not and will not be registered under the U.S. Securities Act or the securities laws
of any state of the United States. Furthermore, our Equity Shares are subject to restrictions on transferability and
resale. You are required to inform yourself about and observe these restrictions. See “Other Regulatory and
Statutory Disclosures – Disclaimer in respect of Jurisdiction” on page 417. We, our representatives and our agents
will not be obligated to recognize any acquisition, transfer or resale of our Equity Shares made other than in
compliance with the restrictions set forth herein.

67. Investors will not be able to sell any Equity Shares on the Stock Exchange until we receive the appropriate
listing and trading approvals.

Our Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must
be completed before our Equity Shares can be listed and trading of our Equity Shares may commence. Further, in
accordance with Indian law, permission for listing of our Equity Shares will be granted only after our Equity
Shares in this Offer have been Allotted and all other relevant documents authorizing the issuing of our Equity
Shares have been submitted. The Allotment of Equity Shares in this Offer and the credit of such Equity Shares to
the applicant’s demat account with depository participant could take approximately two Working Days from the
Bid/ Offer Closing Date and trading in the Equity Shares upon receipt of final listing and trading approvals from
the Stock Exchanges is expected to commence within three Working Days of the Bid/ Offer Closing Date. There
can be no assurance that our Equity Shares will be credited to investors’ demat accounts, or that trading in our
Equity Shares will commence, within the prescribed time periods. We could also be required to pay interest at the
applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to
investors within the time periods prescribed under law.

68. A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.

Certain provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the
market price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain types of
transactions involving actual or threatened change in control of our Company. Under the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI Takeover
Regulations”), an acquirer has been defined as any person who, directly or indirectly, acquires or agrees to acquire
shares or voting rights or control over a company, whether individually or acting in concert with others. Although
these provisions have been formulated to ensure that interests of investors/shareholders are protected, these
provisions may also discourage a third party from attempting to take control of our Company. Consequently, even
if a potential takeover of our Company would result in the purchase of our Equity Shares at a premium to their
market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be
attempted or consummated because of the SEBI Takeover Regulations.

62
69. The current market price of some securities listed pursuant to certain previous issues managed by the
BRLM is below their respective issue prices.

The current market price of securities listed pursuant to certain previous initial public offerings managed by the
BRLM is below their respective issue prices. For further information, see “Other Regulatory and Statutory
Disclosures – Price information of past issues handled by the Book Running Lead Manager” on page 421. The
factors that could affect the market price of our Equity Shares include, among others, broad market trends,
financial performance and results of our Company post-listing, and other factors beyond our control. We cannot
assure you that an active market will develop or that sustained trading will take place in our Equity Shares, or
provide any assurance regarding the price at which our Equity Shares will be traded after listing.

70. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.

SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance
market integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed
on securities of companies based on various objective criteria such as significant variations in price and volume,
concentration of certain client accounts as a percentage of combined trading volume, average delivery, securities
which witness abnormal price rise not commensurate with financial health and fundamentals such as earnings,
book value, fixed assets, net worth, price/ earnings multiple, market capitalization etc.

Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other
factors which may result in high volatility in price, low trading volumes, and a large concentration of client
accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any of the
abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the
Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance
measures, which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI
and the Stock Exchanges. These restrictions may include requiring higher margin requirements, requirement of
settlement on a trade for trade basis without netting off, limiting trading frequency, reduction of applicable price
band, requirement of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning
of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions
and curbs on trading may have an adverse effect on market price, trading and liquidity of our Equity Shares and
on the reputation and conditions of our Company.

71. Our Company has issued Equity Shares during the preceding one year at a price that may be below the
Issue Price.

In the preceding one year from the date of this Draft Red Herring Prospectus, our Company has issued Equity
Shares at a price that may be lower than the Issue Price. The price at which Equity Shares have been issued by
our Company in the preceding one year is not indicative of the price at which they will be issued or traded after
listing. For details on such allotments, see “Capital Structure” on page 79.

63
 SECTION III – INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer of Equity Shares(1)(5) Up to [●] Equity Shares of face value ₹10 each,
aggregating up to ₹ [●] million
Of which:
Fresh Issue(1) Up to [●] Equity Shares of face value ₹10 each,
aggregating up to ₹ 2,000 million
Offer for Sale(2) Up to 3,854,840 Equity Shares of face value ₹10 each,
aggregating up to ₹[●] million
Employee Reservation Portion(3) Up to [●] Equity Shares of face value of ₹10 each
aggregating up to ₹[●] million
Net Offer Up to [●] Equity Shares of face value of ₹10 each
aggregating up to ₹[●] million
The Net Offer comprises of:
A) QIB Portion(4)(5)(6) Not more than [●] Equity Shares of face value ₹10 each
aggregating up to ₹ [●] million
of which:
(i) Anchor Investor Portion(6) Up to [●] Equity Shares of face value ₹10 each
(ii) Net QIB Portion (assuming Anchor Investor Portion is fully Up to [●] Equity Shares of face value ₹10 each
subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% of the Up to [●] Equity Shares of face value ₹10 each
Net QIB Portion)
(b) Balance of QIB Portion for all QIBs including Mutual Up to [●] Equity Shares of face value ₹10 each
Funds

B) Non-Institutional Portion(4)(7) Not less than [●] Equity Shares of face value ₹10 each
aggregating up to ₹ [●] million
of which:
(a) One-third of the Non-Institutional Portion available for Up to [●] Equity Shares of face value ₹10 each
allocation to Bidders with an application size of more
than ₹ 0.20 million and up to ₹ 1.00 million
(b) Two-third of the Non-Institutional Portion available for Up to [●] Equity Shares of face value ₹10 each
allocation to Bidders with an application size of more
than ₹ 1.00 million

C) Retail Portion(4)(5) Not less than [●] Equity Shares of face value ₹10 each
aggregating up to ₹ [●] million

Pre- and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer (as on the date of 48,787,456 Equity Shares of face value ₹10 each
this Draft Red Herring Prospectus)
Equity Shares outstanding after the Offer* [●] Equity Shares of face value ₹10 each

Use of Net Proceeds of the Offer See “Objects of the Offer” on page 107 for information
about the use of the Net Proceeds of the Offer. Our
Company will not receive any proceeds from the Offer for
Sale.
* To be updated upon finalization of the Offer Price.

(1) The Offer has been authorized by a resolution of our Board dated September 18, 2024 and the Fresh Issue has been authorized by our
Shareholders by a special resolution dated September 19, 2024. Further, our Board has taken on record the consents of the Selling
Shareholders to participate in the Offer for Sale pursuant to a resolution of our Board dated September 18, 2024.

(2) The Equity Shares of face value ₹10 each being offered by the Selling Shareholders are eligible for being offered for sale as part of the
Offer for Sale in terms of the SEBI ICDR Regulations. Each Selling Shareholder, severally and not jointly confirms that it has authorized
the sale of its portion of the Offered Shares in the Offer for Sale as set out below:

S. Name of Selling Shareholder Maximum number/ amount of Date of board resolution/ Date of consent letter
No. Equity Shares offered in the Offer authorisation letter
for Sale
1. Om Prakash Aggarwal (HUF) 1,540,960 September 18, 2024 September 18, 2024
2. Sanjay Aggarwal (HUF) 2,313,880 September 18, 2024 September 18, 2024

64
(3) In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000, subject to the maximum value of Allotment
made to such Eligible Employees not exceeding ₹500,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after
allocation up to ₹500,000 to each Eligible Employee), shall be added to the Net Offer.

(4) Subject to valid bids being received at or above the Offer Price, under subscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders, as applicable, at the discretion
of our Company, in consultation with the BRLM and the Designated Stock Exchange, subject to applicable laws. Undersubscription, if
any, in the QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other categories or a
combination of categories.

(5) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Investors, shall
be made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual
Investors shall not be less than the minimum Bid Lot, subject to availability of Equity Shares of face value ₹10 each in the Retail Portion
and the remaining available Equity Shares of face value ₹10 each, if any, shall be allocated on a proportionate basis. Not less than 15%
of the Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be
available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the
Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 1.00 million and under-
subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of
Non-Institutional Portion. The allocation to each Non-Institutional Investors shall not be less than the minimum application size, subject
to availability of Equity Shares of face value ₹10 each in the Non-Institutional Portion and the remaining available Equity Shares of face
value ₹10 each, if any, shall be allocated on a proportionate basis.

(6) Our Company in consultation with the Book Running Lead Managers, may consider a Pre-IPO Placement of specified securities as may
be permitted under applicable law for an amount aggregating up to ₹ [●] million, at its discretion, prior to the filing of the Red Herring
Prospectus with the RoC. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the general corporate purposes portion of the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts
(Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior
to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment
pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful
and will result in listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the RHP and Prospectus.

(7) Our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investors Allocation Price. Further, 5% of the
Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB
Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. In the event of under-subscription, or non-allocation in the Anchor
Investor Portion, the balance Equity Shares of face value ₹10 each shall be added to the Net QIB Portion. For further information, see
“Offer Procedure” on page 438.

For details of the terms of the Offer, see “Terms of the Offer” on page 426.

65
 SUMMARY OF FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from the Restated Consolidated
Financial Information as at and for fiscal years ended March 31, 2024, March 31, 2023 and March 31, 2022.

The Restated Consolidated Financial Information referred to above are presented under “Financial Information”
on page 295. The summary financial information presented below should be read in conjunction with “Restated
Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 295 and 367, respectively.

[The remainder of this page has intentionally been left blank]

66
Summary of restated consolidated statement of assets and liabilities
(₹ in millions)
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 390.05 626.27 504.58
Capital work-in-progress 222.15 73.80 90.24
Investment Property - - 8.12
Investment Property under development - - -
Intangible assets 44.20 10.06 13.93
Intangible assets under development 8.53 19.21 7.34
Right-of-use assets 40.75 53.07 51.79

Financial assets
(i) Investments - - -
(ii) Other financial assets 5.83 6.62 6.11
Other non-current assets 72.10 65.29 127.29
Current tax assets (net) 108.97 107.15 94.80
Total non-current assets 892.57 961.48 904.21

Current assets
Inventories 1,952.09 2,090.82 1,517.98
Financial Assets
(i) Trade receivables 2,213.71 1,764.66 1,415.99
(ii) Cash and cash equivalents 29.16 36.87 47.93
(iii) Bank balances other than (ii) above - - -
(iii) Loans - - -
(iv) Other financial assets 70.71 5.59 3.27
Other current assets 256.29 307.71 246.54
Current tax assets (net) - - -
Total current assets 4,521.96 4,205.65 3,231.71

Assets Held for Sale 7.97 7.97 -

7.97 7.97 -

Total assets 5,422.49 5,175.10 4,135.91

Equity
Equity Share capital 235.19 235.19 235.19
Preference Share capital 1.25 1.25 1.25
Other Equity 2,080.07 1,796.04 1,568.69
Total equity 2,316.51 2,032.48 1,805.13

LIABILITIES
Non-current liabilities
Financial Liabilities
(i) Borrowings 185.56 219.22 137.90
(ii) Lease liabilities 35.91 44.55 44.92
(iii) Other financial liabilities 73.42 63.54 58.38
Provisions 21.10 20.31 19.84
Deferred tax liabilities (net) (21.51) (10.27) (10.07)
Total non-current liabilities 294.48 337.34 250.96

Current liabilities
Financial Liabilities

67
 As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
(i) Borrowings 1,360.06 1,672.96 875.88
(ii) Lease liabilities 9.15 12.52 8.38
(iii) Trade Payables:
Micro & Small Enterprises 279.52 50.70 59.66
Others 817.84 767.64 951.40
(iv) Other financial liabilities 208.12 199.20 67.08
Current tax liabilities 108.11 79.88 95.27
Other current liabilities 19.47 13.79 13.94
Provisions 9.23 8.58 8.20
Total current liabilities 2,811.50 2,805.27 2,079.82

Total equity and liabilities 5,422.49 5,175.10 4,135.91

68
Summary of restated consolidated statement of profit and loss
(₹ in millions)
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Income
Revenue from operations 5,522.34 5,496.56 4,872.10
Other income 35.53 25.33 30.20
Total Income 5,557.87 5,521.89 4,902.30

Expenses
Cost of raw material and components consumed 4,026.65 4,183.60 3,062.96
Purchase of Traded Goods 151.81 215.24 497.91
Changes in inventories of finished goods, work-in-
progress and traded goods (231.72) (320.72) 44.88
Employee benefits expense 388.90 349.21 298.03
Finance Costs 129.48 116.45 60.30
Depreciation and amortization expense 103.07 96.14 86.01
Other expenses 592.62 580.47 496.67
Total expenses 5,160.80 5,220.39 4,546.77

Profit exceptional items and before tax 397.07 301.50 355.53

Exceptional Items (36.65) 1.63 0.78

Profit before tax 360.42 303.14 356.32

Tax Expenses
- Current Tax 108.11 79.88 95.27
- Tax of earlier years (17.89) 0.28 0.47
- Deferred Tax (12.14) (1.26) (3.06)
Total Tax Expenses 78.09 78.90 92.68

Profit for the period 282.33 224.23 263.63

Other comprehensive income

Items that will not be reclassified to profit or loss
- Remeasurement of net defined benefit plans 2.60 4.16 (1.28)
- Income tax relating to these items (0.90) (1.05) 0.32

Other comprehensive income for the period (net of

tax) 1.70 3.11 (0.96)

Total comprehensive income for the period (net of

tax) 284.03 227.35 262.68

Earnings per equity share

Basic earnings per share (₹) 12.00 9.53 11.21
Diluted earnings per share (₹) 11.94 9.48 11.15

69
Summary of restated consolidated statement of cashflows
(₹ in millions)
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Net profit before tax 360.42 303.14 356.32
Adjustment on account of
- Depreciation 103.07 96.14 86.01
- (Profit)/ Loss on Sale of Assets 36.65 (1.63) (0.78)
- (Profit)/ Loss on Sale of Investment - - (0.97)
- Miscellaneous Expenses 2.60 4.16 (1.28)
- Interest Income (9.92) (2.17) (2.27)
- Interest Expenses 124.93 111.09 55.32
- Interest Expenses on lease liability 4.55 5.37 4.98

Operating Profit Before Working Capital Changes 622.30 516.08 497.33

Adjustments for
- (Increase)/Decrease in inventories 138.72 (572.84) 163.12
- (Increase)/Decrease in trade receivables (449.04) (348.67) (350.86)
- (Increase)/Decrease in other financial assets-long term 0.79 (0.55) (0.56)
- (Increase)/Decrease in other financial assets-short term (65.12) (2.33) 0.76
- (Increase)/Decrease in other current assets 44.61 0.84 (150.28)
- (Increase)/Decrease in provisions 1.44 0.85 4.27
- Increase/(Decrease) in trade payables 279.01 (192.71) (130.68)
- Increase/(Decrease) in other financial liabilities-short
term 8.91 132.12 (18.94)
- Increase/(Decrease) in other financial liabilities-long
term 9.88 5.17 8.12
- Increase/(Decrease) in other current liabilities 5.69 (0.16) 3.97
Cash (used)/generated from operations 597.20 (462.20) 26.25
Less: Income tax paid (63.80) (107.90) (96.30)
Net Cash Flow from Operating Activities (A) 533.40 (570.10) (70.05)

(B) Cash Flow from Investing Activities

- Addition to property, plant and equipment and
intangible assets (248.48) (201.61) (132.06)
- Proceeds from sale of property plant and equipment 186.31 6.49 9.64
- Interest received 9.92 2.17 2.27
- Proceeds from sale of investment - - 20.00

Net Cash Flow used in Investing Activities (B) (52.25) (192.94) (100.15)

(C) Cash Flow from Financing Activities

- Proceeds from long term borrowings (33.65) 81.31 (302.01)
- Proceeds/(Repayment) from/of short term borrowings (312.90) 797.08 530.26
- Interest paid (124.93) (111.09) (55.32)
- Dividend paid - - -
- Payment of lease liability (17.37) (15.33) (11.99)
Net Cash Flow generated from/(used in) Financing
Activities (C) (488.85) 751.98 160.94

Net increase/ (decrease) in Cash and Cash Equivalents

(A+B+C) (7.71) (11.06) (9.26)
Cash and Cash Equivalents at the beginning of the year 36.87 47.93 57.20
Cash and Cash Equivalents at the end of the year 29.16 36.87 47.93

70
 GENERAL INFORMATION

Our Company was originally incorporated as “Jai Shree Rasayan Udyog Limited”, a public limited company
under the provisions of the Companies Act, 1956, at New Delhi, India, pursuant to a certificate of incorporation
dated January 22, 1993, issued by the Additional Registrar of Companies, Delhi and Haryana. Our Company
commenced its operation pursuant to a certificate of commencement of business dated February 16, 1993, issued
by the Registrar of Companies, Delhi and Haryana. Subsequently, the name of our Company was changed to
“Indogulf Cropsciences Limited”, pursuant to a Board resolution dated March 19, 2015, and a special resolution
passed by our Shareholders at the extraordinary general meeting dated April 2, 2015. A fresh certificate of
incorporation dated April 28, 2015 was issued by the Registrar of Companies, Delhi and Haryana (“RoC”).

For further details in relation to change in name of our Company, see “History and Certain Corporate Matters –
Brief history of our Company” on page 260.

Registered and Corporate Office

Indogulf Cropsciences Limited

501, Gopal Heights Plot No - D-9, Netaji Subhash Place
New Delhi – 110034
Delhi, India

For details in relation to the change in the Registered Office of our Company, see “History and Certain Corporate
Matters – Changes in the registered office of our Company” on page 260.

Registration number and corporate identity number

Corporate Identity Number: U74899DL1993PLC051854

Company Registration Number: 051854

Address of the Registrar of Companies

Our Company is registered with the Registrar of Companies, Delhi and Haryana located at the following address:

Registrar of Companies, Delhi and Haryana

4th Floor, IFCI Tower
61, Nehru Place
New Delhi – 110019

Board of Directors of our Company

Details regarding our Board of Directors as on the date of this Draft Red Herring Prospectus are set forth below:

Name Designation DIN Address

Sanjay Aggarwal Managing Director 00763635 20 A, Ground Floor, Road No. 78, Punjabi Bagh
West, Punjabi Bagh, West Delhi, Delhi – 110026,
India
Om Prakash Aggarwal Chairman and Whole Time 00732440 20A, Road No-78, Punjabi Bagh West, West Delhi,
Director Delhi – 110026, India
Pushap Kumar Non-Executive Director 07864033 Vill. Kandor, Kangra, Himachal Pradesh – 176022,
India
Anshu Aggarwal Non-Executive Director 00732690 20A, Road No-78, Punjabi Bagh West, Punjabi Bagh,
West Delhi, Delhi – 110026, India
Rahul Gupta Non-Executive 09192630 H 158, Ashok Vihar Phase 1, Delhi – 110052, Delhi,
Independent Director India
Sandeep Bhutani Non-Executive 09463909 Flat No. 732, Nav Sansad Vihar CGHS, Plot No. 4,
Independent Director Sector-22, Dwarka, South West Delhi, Delhi –
110077, Delhi, India
Uma Verma Non-Executive 10197376 C-621, Chaudhary Aara Machine Dabua Colony,
Independent Director Faridabad, Haryana, India, 121001
Pankaj Vats Non-Executive 00842858 D-117 Bathla Apartment, 43 I. P. Extension,

71
 Name Designation DIN Address
Independent Director Patparganj, East Delhi, Delhi – 110092

For brief profiles and further details of our Directors, see “Our Management” on page 268.

Filing of this Draft Red Herring Prospectus

A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI Intermediary Portal at
https://siportal.sebi.gov.in, in accordance with Regulation 25(8) of the SEBI ICDR Regulations and the SEBI
ICDR Master Circular, and has been emailed at cfddil@sebi.gov.in, in accordance with the instructions issued by
the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing –
CFD”. Physical copy of this Draft Red Herring Prospectus may also be filed with the SEBI at the following
address.

Securities and Exchange Board of India

Corporation Finance Department, Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex Bandra (E)
Mumbai 400 051,
Maharashtra, India

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed with
the RoC in accordance with Section 32 of the Companies Act, and a copy of the Prospectus, required to be filed
under Section 26 of the Companies Act, shall be filed with the RoC at 4th Floor, IFCI Tower, 61, Nehru Place,
New Delhi – 110019, Delhi, India, and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.

Company Secretary and Compliance Officer

Sakshi Jain is the Company Secretary and Compliance Officer of our Company. Her contact details are set forth
below:

Sakshi Jain
501, Gopal Heights Plot No - D-9, Netaji Subhash Place
New Delhi – 110034
Delhi, India
Tel: +91 11 4004 0417
E-mail: cs@groupindogulf.com

Investor Grievances

Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, investors
may also write to the BRLM.

All Offer-related grievances, other than those of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid
Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant
Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment
Slip or the application number from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the
required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.

72
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor.

Book Running Lead Manager

Systematix Corporate Services Limited

The Capital, A-wing, No. 603–606,
6th Floor, Plot No. C-70,
G Block, Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051,
Maharashtra, India
Telephone: +91 22 6704 8000
E-mail: mb.ipo@systematixgroup.in
Investor Grievance E-mail: investor@systematixgroup.in
Website: www.systematixgroup.in
Contact person: Jinal Sanghvi / Kuldeep Singh
SEBI Registration No.: INM000004224

Statement of inter-se allocation of responsibilities amongst the BRLM

Systematix Corporate Services Limited is the sole Book Running Lead Manager to the Offer and all the
responsibilities relating to co-ordination and other activities in relation to the Offer shall be performed by it, and
hence a statement of inter-se allocation of responsibilities is not required.

Legal Counsel to the Offer

Trilegal
One World Centre
10th Floor, Tower 2A &2B
Senapati Bapat Marg
Lower Parel (West)
Mumbai – 400 013
Telephone: +(91) 22 4079 1000

Registrar to the Offer

Bigshare Services Private Limited

Office No. S6-2, 6th floor, Pinnacle Business Park, Next to Ahura Centre
Mahakali Caves Road, Andheri East, Mumbai – 400093, India
Telephone: +91 22 6263 8200
E-mail: ipo@bigshareonline.com
Investor grievance E-mail: investor@bigshareonline.com
Website: www.bigshareonline.com
Contact person: Vinayak Morbale
SEBI Registration Number: INR000001385

Statutory Auditors to our Company

M/s Devesh Parekh & Co, Chartered Accountants

675, Aggarwal Cyber Plaza-II
Netaji Subhash Place
Delhi – 110034, Delhi, India
Tel.: +91 11 4125 3699
E-mail: cadeveshparekh@yahoo.com
ICAI Firm Registration Number: 13338N
Peer Review Number: 013972

73
Changes in auditors

There has been no change in our statutory auditors in the three years preceding the date of this Draft Red Herring
Prospectus.

Syndicate Members

[●]

Bankers to the Offer

Escrow Collection Bank

[●]

Public Offer Account Bank

[●]

Refund Bank

[●]

Sponsor Bank

[●]

Bankers to our Company

HSBC Limited
The Hongkong and Shanghai Banking Corporation Limited
Birla Tower, 25, New Barakhamba Road
New Delhi - 110001
Telephone: +91 9873922240
Email: apra.garg@hsbc.co.in
Website: https://www.hsbc.co.in
Contact person: Apra Garg

HDFC Bank Limited

Plot No. 31, 3rd Floor, A Wing
Najafgarh Industrial Area, Shivaji Marg
Moti Nagar, New Delhi - 110015
Telephone: +91 9654067723
Email: Karishma.singh5@hsbc.co.in
Website: www.hdfcbank.com
Contact person: Karishma Singh

Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated Branches of the SCSBs with which an ASBA
Bidder (other than UPI Bidders using the UPI Mechanism), not bidding through Syndicate/ Sub Syndicate or
through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or at such other
websites as may be prescribed by SEBI from time to time.

74
Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of
Bidders (other than RIBs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may only apply
through the SCSBs and mobile applications whose names appears on the website of the SEBI, which may be
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI Mechanism is provided as ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is also available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for mobile
applications or at such other websites as may be prescribed by SEBI from time to time.

Syndicate Self-Certified Syndicate Banks Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of
the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from
time to time or any such other website as may be prescribed by SEBI from time to time. For more information on
such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) as
updated from time to time or any other website prescribed by SEBI from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the
Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products-
services/initial-public-offerings-asba-procedures, respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.

Grading of the Offer

No credit agency registered with SEBI has been appointed for grading for the Offer.

Monitoring Agency

Our Company will appoint a monitoring agency prior to the filing of the Red Herring Prospectus in accordance
with Regulation 41 of SEBI ICDR Regulations, for monitoring of the utilisation of the proceeds from the Fresh
Issue. For details in relation to the proposed utilisation of the proceeds from the Fresh Issue, please see “Objects

75
of the Offer” on page 107.

Other confirmations

As on the date of this Draft Red Herring Prospectus, our Company does not have any investors which are either
directly or indirectly related to the BRLM and/or their respective associates or affiliates.

There are no findings/ observations of any of the inspections conducted by SEBI or any other regulator.

Expert

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated September 25, 2024 from M/s Devesh Parekh & Co, Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under Section
26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus,
and as an ‘expert’ as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity
as our Statutory Auditors, and in respect of their (i) examination report dated September 18, 2024 relating to the
Restated Consolidated Financial Information; and (ii) the statement of tax benefits dated September 25, 2024
included in this Draft Red Herring Prospectus, and such consent has not been withdrawn as on the date of this
Draft Red Herring Prospectus.

Our Company has received written consent dated September 23, 2024 from R R & Company, independent
chartered engineer, to include their name as required under Section 26 of the Companies Act, 2013 in this Draft
Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in its capacity
as an independent chartered engineer certifying the installed and production capacity of our manufacturing
facilities as included in this Draft Red Herring Prospectus, and such consent has not been withdrawn as on the
date of this Draft Red Herring Prospectus.

Our Company has received written consent dated September 23, 2024 from Deepak Rawat, independent practicing
company secretary, to include their name as required under Section 26 of the Companies Act, 2013 in this Draft
Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect of
the certificate issued in their capacity as a practicing company secretary to our Company, and such consent has
not been withdrawn as on the date of this Draft Red Herring Prospectus.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Accordingly,
no appraising entity is appointed for the Offer.

Credit Rating

As this is an Offer of Equity Shares, there is no credit rating for the Offer.

Debenture Trustees

As this is an Offer of Equity Shares, the appointment of debenture trustees is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from Bidder on the basis of
the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms, if any, within the Price
Band and the minimum Bid lot which will be decided by our Company, in consultation with the BRLM, and
advertised in all editions of [●], an English language national daily with wide circulation and all editions of [●],
a Hindi language national daily with wide circulation (Hindi also being the regional language of Delhi where our
Registered Office is located) for at least two Working Days prior to the Bid/ Offer Opening Date and shall be

76
made available to the Stock Exchanges for the purposes of uploading on their respective websites. The Offer Price
shall be determined by our Company, in consultation with the BRLM, after the Bid/ Offer Closing Date. For
further details, see “Offer Procedure” on page 438.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the
ASBA process by providing details of their respective ASBA Account in which the corresponding Bid
Amount will be blocked by SCSBs, or in the case of UPI Bidders, by using the UPI Mechanism. In addition
to this, the UPI Bidders may participate through the ASBA process by either (a) providing the details of
their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or
(b) through the UPI Mechanism. Non-Institutional Investors with an application size of up to ₹ 500,000
shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form
submitted with the Syndicate Members, Registered Brokers, CDPs and RTAs. Anchor Investors are not
permitted to participate in the Offer through the ASBA process.

In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid
Amount) at any stage. Retail Individual Investors and other Eligible Employees Bidding in the Employee
Reservation Portion can revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until
Bid/ Offer Closing Date. Anchor Investors are not allowed to revise and withdraw their Bids after the
Anchor Investor Bidding Date. Except Allocation to Retail Individual Investors, Non-Institutional
Investors and the Anchor Investors, Allocation in the Offer will be on a proportionate basis. Further,
allocation to Anchor Investors will be on a discretionary basis and allocation to the Non-Institutional
Investors will be in a manner as prescribed under the SEBI ICDR Regulation. For further details on the Book
Building Process and the method and process of Bidding, see “Terms of the Offer”, “Offer Procedure” and “Offer
Structure” on pages 426, 438 and 433, respectively.

Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Offer, by
submitting their Bid in the Offer.

The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and
is subject to change. Bidders are advised to make their own judgment about an investment through this
process prior to submitting a Bid in the Offer.

Investors should note that the Offer is also subject to obtaining the final approval of the RoC after the Prospectus
is filed with the RoC and final listing and trading approvals of the Stock Exchanges, which our Company shall
apply for after Allotment within three Working Days of the Bid/ Offer Closing Date or such other time as
prescribed under applicable law.

Illustration of Book Building Process and Price Discovery Process

For an illustration of the Book Building Process, price discovery process and Allocation, see “Offer Procedure”
on page 438.

Underwriting Agreement

After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with
the Underwriters for the Equity Shares proposed to be offered through the Offer. The extent of underwriting
obligations and the Bids to be underwritten by the BRLM shall be as per the Underwriting Agreement. Pursuant
to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject
to certain conditions to closing, as specified therein.

The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares of face value ₹10 each:

(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus. This portion has
been intentionally left blank and will be completed before filing of the Prospectus with the RoC.)

Name, address, telephone number and e-mail Indicative number of Equity Shares to Amount underwritten
address of the Underwriters be Underwritten (₹ in million)
[●] [●] [●]

77
The abovementioned amounts are provided for indicative purposes only and will be finalised after the pricing and
actual allocation and subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations. In the opinion
of our Board (based on representation made to our Company by the Underwriters), the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the
Stock Exchange(s). Our Board/ IPO Committee, at its meeting held on [●], has approved the execution of the
Underwriting Agreement by our Company.

Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to the Equity Shares allocated to investors respectively procured by them in
accordance with the Underwriting Agreement. In the event of any default in payment, the respective Underwriter,
in addition to other obligations defined in the Underwriting Agreement, will also be required to procure
subscribers for or subscribe to the Equity Shares to the extent of the defaulted amount in accordance with the
Underwriting Agreement. The Underwriting Agreement has not been executed as on the date of this Draft Red
Herring Prospectus and will be executed after determination of the Offer Price and allocation of Equity Shares,
but prior to the filing of the Prospectus with the RoC.

78
 CAPITAL STRUCTURE

The share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below:

(In ₹ except share data)

Aggregate
Aggregate value at
S. No. Particulars nominal value at
Offer Price*
face value
A. AUTHORISED SHARE CAPITAL(1)
70,000,000 Equity Shares of face value of ₹ 10 each 700,000,000 -
150,000 Preference Shares of face value of ₹ 10 each 1,500,000 -
Total 701,500,000 -

B. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE OFFER

48,787,456 Equity Shares of face value of ₹ 10 each 487,874,560 -
Total 487,874,560 -

C. PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS

Offer of up to [●] Equity Shares of face value of ₹ 10 each [●] [●]
aggregating up to ₹ [●] million*** (2)(3)(5)
Comprising:
Fresh Issue of up to [●] Equity Shares aggregating up to ₹ 2,000 [●] [●]
million(2)(4)
Offer for Sale of up to 3,854,840 Equity Shares by the Selling [●] [●]
Shareholders aggregating up to ₹ [●] million(3)
Employee Reservation Portion of up to [●] Equity Shares of face [●] [●]
value of ₹10 each aggregating up to ₹[●] million(4)

D. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER#

[●] Equity Shares of face value of ₹ 10 each [●] -
[●] Preference Shares of face value of ₹ 10 each [●] -
Total [●] -

E. SECURITIES PREMIUM ACCOUNT

Before the Offer (as on the date of this Draft Red Herring 77.16
Prospectus)
After the Offer* ## [●]
*
To be updated upon finalization of the Offer Price.
** Subject to finalization of Basis of Allotment
#
Assuming full subscription in the Offer
##
Not adjust for Offer expenses
(1)
For details in relation to the changes in the authorised share capital in the last 10 years preceding the date of this Draft Red Herring
Prospectus, see “History and Certain Corporate Matters – Amendments to our Memorandum of Association in the last 10 years” on
page 260.
(2)
Our Board has authorised the Offer pursuant to its resolution dated September 18, 2024. Our Shareholders have authorised the Fresh
Issue pursuant to their special resolution dated September 20, 2024. Our Board has taken on record the consent of the Selling
Shareholders to participate in the Offer for Sale pursuant to its resolution dated September 18, 2024.
(3)
Each of the Selling Shareholders, severally and not jointly, confirms that the Equity Shares being offered by them have been held by
them for a period of at least one year prior to the filing of this Draft Red Herring Prospectus with SEBI, and are accordingly eligible
for being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations and have authorized their
participation in the Offer for Sale. For details on authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other
Regulatory and Statutory Disclosures” on page 413.
(4)
In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000, subject to the maximum value of Allotment
made to such Eligible Employee not exceeding ₹500,000. Further, an Eligible Employee Bidding in the Employee Reservation Portion
can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed portion,
if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of undersubscription in the Net Offer, spill-
over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion.
(5)
Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement, prior to the filing of the Red Herring Prospectus.
The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLM. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to
compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue.
Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer
may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the
Red Herring Prospectus and the Prospectus.

79
Notes to the Capital Structure

1. Equity Share Capital History of our Company

The history of the equity share capital of our Company is set forth in the table below:

No. of Issue Cumulative Cumulative

Face
S Date of Equity Nature of price per Nature of number of paid-up
Name(s) of allottee(s) value
No. allotment Shares allotment Equity consideration Equity Equity Share
(₹)
allotted Share (₹) Shares capital (₹)
1. January 22, 1993 350 Allotment of 50 Equity Shares each to Om Prakash Initial 10 10 Cash 350 3,500
Aggarwal, Abhilasha Aggarwal, Sanjay Aggarwal, Kanak subscription to
Agrawal, Nand Kishore Aggarwal, Naresh Kumar Kasera the MoA
and Anand Swarup Gupta
2. March 31,1993# 47,350* Allotment of 6,050 Equity Shares to Om Prakash Preferential 10 10 Cash 47,350** 473,500
Aggarwal, 20,050 Equity Shares to Abhilasha Aggarwal, allotment
50 Equity Shares to Sanjay Aggarwal, 15,050 Equity
Shares to Kanak Aggarwal, 6,050 Equity Shares to Nand
Kishor Aggarwal, 50 Equity Shares to Naresh Kumar
Kasera and 50 Equity Shares to Anand Swaroop Gupta
3. March 31, 1994# 357,600 Allotment of 14,000 Equity Shares to Blue Jay Overseas Preferential 10 10 Cash 404,950 4,049,500
Private Limited, 11,000 Equity Shares to Sumesh Traders allotment
Private Limited, 15,000 Equity Shares to Volta Finance &
Investment Private Limited, 20,000 Equity Shares to
Devina Marchants Private Limited, 25,000 Equity Shares
to Nav Tarang Electronics Private Limited, 20,000 Equity
Shares to Krishna Krishi Vikas Private Limited, 25,000
Equity Shares to Bansal Consultants Private Limited,
25,000 Equity Shares to Primal Builders Estate &
Developers Private Limited, 110,000 Equity Shares to
Barathi Trade Links Private Limited, 3,000 Equity Shares
to Ankur Aggarwal, 3,500 Equity Shares to Komal
Aggarwal, 3,400 Equity Shares to Puja Aggarwal, 32,500
Equity Shares to Sanjay Aggarwal, 12,000 Equity Shares
to Abhilasha Aggarwal, 12,000 Equity Shares to Kanak
Aggarwal, 12,000 Equity Shares to Om Prakash
Aggarwal, 12,000 Equity Shares to Nand Kishore
Aggarwal, 500 Equity Shares to Mahender Singh, 500
Equity Shares to Ram Singh, 600 Equity Shares to Arun
Jain and 600 Equity Shares to Rajesh Sharma
4. March 31, 1995# 87,500 Allotment of 75,000 Equity Shares to Barathi Trade Links Preferential 10 10 Cash 492,450 4,924,500
Private Limited, 10,000 Equity Shares to Seema allotment

80
 No. of Issue Cumulative Cumulative
Face
S Date of Equity Nature of price per Nature of number of paid-up
Name(s) of allottee(s) value
No. allotment Shares allotment Equity consideration Equity Equity Share
(₹)
allotted Share (₹) Shares capital (₹)
Consultants Private Limited and 2,500 Equity Shares to
Karobar Leasing & Finance Private Limited
5. March 31, 1997# 112,600 Allotment of 12,500 Equity Shares to Karobar Leasing & Preferential 10 10 Cash 605,050 6,050,500
Finance Private Limited, 100 Equity Shares to Rajender allotment
Kumar Bansal, 20,000 Equity Shares to Kamlesh
Aggarwal, 40,000 Equity Shares to Leaseman Finance
India Limited and 40,000 Equity Shares to L.M.
Securities Private Limited
6. March 28, 1998# 85,200 Allotment of 100 Equity Shares to Varun Bansal, 100 Preferential 10 10 Cash 690,250 6,902,500
Equity Shares to M.K. Bansal, 100 Equity Shares to allotment
Sunita Bansal, 100 Equity Shares to Satya Prakash
Bansal, 100 Equity Shares to Tarun Bansal, 33,500 Equity
Shares to Om Prakash Aggarwal, 100 Equity Shares to
Anshu Aggarwal, 1,000 Equity Shares to Rachita
Aggarwal, 50 Equity Shares to Shyam Sunder Vasudeva,
50 Equity Shares to Shakti Enterprises, 20,000 Equity
Shares to Sanjeev Aggarwal, 20,000 Equity Shares to
Leaseman Finance Investment India Limited, 5,000
Equity Shares to Kamlesh Bansal and 5,000 Equity Shares
to Sanjay Bansal
7. March 31, 1999# 205,000 Allotment of 30,000 Equity Shares to Abhilasha Preferential 10 10 Cash 895,250 8,952,500
Aggarwal, 40,000 Equity Shares to O P Aggarwal (HUF), allotment
30,000 Equity Shares to Om Prakash Aggarwal, 40,000
Equity Shares to Sanjay Aggarwal, 30,000 Equity Shares
to Rachita Aggarwal, 5,000 Equity Shares to Kamlesh
Aggarwal, 20,000 Equity Shares to Shashibala, 5,000
Equity Shares to Praveen Kumar Bansal (HUF) and 5,000
Equity Shares to Sandeep Aggarwal (HUF)
8. August 31, 2000# 330,000 Allotment of 200,000 Equity Shares to Karobar Leasing Preferential 10 10 Cash 1,225,250 12,252,500
& Finance Private Limited, 75,000 Equity Shares to allotment
Green Crop (India) Private Limited and 55,000 Equity
Shares to Barathi Trade Links Private Limited
9. March 31, 2003# 184,000 Allotment of 4,000 Equity Shares to Kamlesh Aggarwal, Preferential 10 50 Cash 1,409,250 14,092,500
4,000 Equity Shares to Shruti Gupta, 5,000 Equity Shares allotment
to Krishna Cinema India Limited, 5,000 Equity Shares to
Onysexim & Sales Private Limited, 5,000 Equity Shares
to Kohinoor Oil Mills Limited, 4,000 Equity Shares to
AKG Portfolio Private Limited, 5,000 Equity Shares to
Shimmer Marketing Private Limited, 4,000 Equity Shares

81
 No. of Issue Cumulative Cumulative
Face
S Date of Equity Nature of price per Nature of number of paid-up
Name(s) of allottee(s) value
No. allotment Shares allotment Equity consideration Equity Equity Share
(₹)
allotted Share (₹) Shares capital (₹)
to JMK Securities Limited, 4,000 Equity Shares to Passim
Portfolio Private Limited, 4,000 Equity Shares to Winsom
Portfolio Private Limited, 5,000 Equity Shares to Besion
Portfolio Private Limited, 5,000 Equity Shares to Volage
Chemicals Co Private Limited, 5,000 Equity Shares to
Weal Iron & Steel Co Private Limited, 5,000 Equity
Shares to CITO Garments Private Limited, 5,000 Equity
Shares to Umesh Securities Private Limited, 6,000 Equity
Shares to Maa Shakumbhari Stone Crushers Private
Limited, 4,000 Equity Shares to Shnam Softech Limited,
4,000 Equity Shares to Sparrow Marketing Private
Limited, 2,000 Equity Shares to Kuberco Sales Private
Limited, 2,000 Equity Shares to AKG Agencies Private
Limited, 3,000 Equity Shares to Thistle Marketing Private
Limited, 5,000 Equity Shares to Suvan Agro Ent. Private
Limited, 5,000 Equity Shares to Topchem India Private
Limited, 5,000 Equity Shares to Homeway Marketing
Private Limited, 5,000 Equity Shares to Hopewin Admark
& Consultancy Services Private Limited, 5,000 Equity
Shares to Gold Crop Securities Private Limited, 5,000
Equity Shares to Puri Milk & Foods Limited, 4,000
Equity Shares to Nector Marketing Service Private
Limited, 4,000 Equity Shares to Durable Sales Private
Limited, 4,000 Equity Shares to B V J Exports Private
Limited, 5,000 Equity Shares to Nishant Finvest Private
Limited, 35,000 Equity Shares to Festino Agro Private
Limited and 12,000 Equity Shares to Eversite
Commodities Private Limited
10. 31.03.2005# 150,000 Allotment of 10,000 Equity Shares to Murat Properties Preferential 10 100 Cash 1,559,250 15,592,500
Private Limited, 35,000 Equity Shares to Garlon Vinimay allotment
Private Limited, 10,000 Equity Shares to Maloo Finance
& Builders Private Limited, 10,000 Equity Shares to
Dintara Merchantile Private Limited, 15,000 Equity
Shares to Good Luck Industries Limited, 10,000 Equity
Shares to Rocky Syntex Private Limited, 5,000 Equity
Shares to Dhanraj Bhartraj Properties Private Limited,
10,000 Equity Shares to Victor Credit & Construction
Private Limited, 10,000 Equity Shares to Haridwar
Traders Private Limited, 5,000 Equity Shares to B.P.

82
 No. of Issue Cumulative Cumulative
Face
S Date of Equity Nature of price per Nature of number of paid-up
Name(s) of allottee(s) value
No. allotment Shares allotment Equity consideration Equity Equity Share
(₹)
allotted Share (₹) Shares capital (₹)
Buildtech Private Limited, 5,000 Equity Shares to
Rubicon Associate Private Limited, 5,000 Equity Shares
to Spring Medicare Private Limited, 5,000 Equity Shares
to A.K. Fabrics Private Limited, 5,000 Equity Shares to
Samarendra Leathers Private Limited, 5,000 Equity
Shares to B.P. Infotech Private Limited and 5,000 Equity
Shares to Garg Organics Private Limited
11. October 1, 2018 75,697 Allotment of 14,026 Equity Shares to Om Prakash Allotted pursuant 10 - Other than cash 979,947## 9,799,470
Aggarwal, 6,200 Equity Shares to Sanjay Aggarwal, to scheme of
28,832 Equity Shares to Abhilasha Aggarwal, 22,674 amalgamation of
Equity Shares to Anshu Aggarwal, 1,320 Equity Shares to Green Agriasia
O P Aggarwal (HUF), 1,984 Equity Shares to Rachita Private Limited,
Aggarwal, 16 Equity Shares to Bhupender Kaushik and Indogulf
645 Equity Shares to Anamica Aggarwal Organics Private
Limited and
Barathi Trade
Links Private
Limited with our
Company
12. March 31, 2020 2,939,841 Allotment of 711,678 Equity Shares to Om Prakash Bonus issue in 10 - N.A. 3,919,788 39,197,880
Aggarwal, 683,646 Equity Shares to Abhilasha Aggarwal, the ratio of 3
461,100 Equity Shares to Sanjay Aggarwal, 558,810 Equity Shares for
Equity Shares to O P Aggarwal (HUF), 73,152 Equity every one Equity
Shares to Rachita Aggarwal, 326,322 Equity Shares to Share held
Anshu Aggarwal, 57,150 Equity Shares to Sanjay
Aggarwal (HUF), 48 Equity Shares to Bhupender
Kaushik and 67,935 Equity Shares to Anamica Aggarwal
13. September 1, 19,598,940 Allotment of 4,744,520 Equity Shares to Om Prakash Bonus issue in 10 - N.A. 23,518,728 235,187,280
2020 Aggarwal, 4,557,640 Equity Shares to Abhilasha the ratio of 5
Aggarwal, 3,074,000 Equity Shares to Sanjay Aggarwal, Equity Shares for
3,725,400 Equity Shares to O P Aggarwal (HUF), every one Equity
487,680 Equity Shares to Rachita Aggarwal, 2,175,480 Share held
Equity Shares to Anshu Aggarwal, 381,000 Equity Shares
to Sanjay Aggarwal (HUF), 320 Equity Shares to
Bhupender Kaushik and 452,900 Equity Shares to
Anamica Aggarwal
Issue of Equity Shares in the last one year preceding the date of this Draft Red Herring Prospectus
14. April 25, 2024 125,000 Allotment of 76,250 Equity Shares to Om Prakash Conversion of 10 - 10@ 23,643,728 236,437,280
Aggarwal and 48,750 Equity Shares to Sanjay Aggarwal Preference

83
 No. of Issue Cumulative Cumulative
Face
S Date of Equity Nature of price per Nature of number of paid-up
Name(s) of allottee(s) value
No. allotment Shares allotment Equity consideration Equity Equity Share
(₹)
allotted Share (₹) Shares capital (₹)
Shares into
Equity shares
15. May 28, 2024 23,643,728 Allotment of 500 Equity Shares to Rudra Pratap Singh, Bonus issue in 10 - N.A. 47,287,456 472,874,560
2,000 Equity Shares to Ashish Goel, 2,000 Equity Shares the ratio of 1
to Saurabh Abhiranjan, 6,398,810 Equity Shares to Equity Share for
Sanjay Aggarwal, 5,271,174 Equity Shares to Om every one Equity
Prakash Aggarwal, 4,233,744 Equity Shares to Anshu Share held
Aggarwal, 770,480 Equity Shares to O.P. Aggarwal
(HUF), 1,156,940 Equity Shares to Sanjay Aggarwal
(HUF), 500 Equity Shares to Umesh Rai, 2,000 Equity
Shares to Anand Singh Negi, 500 Equity Shares to Rajan
Kumar, 500 Equity Shares to Pushap Kumar, 500 Equity
Shares to Harish Chandra Sharma, 500,000 Equity Shares
to Sanshi Aggarwal, 500 Equity Shares to Kamal Kishore
Gupta, 4,298,696 Equity Shares to Arnav Aggarwal, 500
Equity Shares to Chandra Shekher Tripathi, 1,000 Equity
Shares to Manoj Gupta, 500 Equity Shares to Vikas, 500
Equity Shares to Arun Kumar Misra, 500,000 Equity
Shares to Anamica Aggarwal, 2,384 Equity Shares to
Bhupender Kaushik and 500,000 Equity Shares to Rachita
Aggarwal
16. June 6, 2024 1,500,000 Allotment of 625,000 Equity Shares to Nipun Lohia, Private 10 80 Cash 48,787,456 487,874,560
625,000 Equity Shares to Pranshu Lohia, 125,000 Equity Placement
Shares to Bimla Aggarwal and 125,000 Equity Shares to
ACE Alpha Tech Private Limited (Formerly Known as
DM Prime Square Research & Analytics Private Limited)
*
Includes 350 equity shares already subscribed by the subscribers to the MOA.
**
Includes the number of Equity Shares held by the subscribers to the MOA.
#
Records in relation to certain allotments of equity shares are not internally traceable by the Company, which include certain certified true copies of the resolutions of the board of directors and shareholders authorising and approving the issue of
equity shares, and the form filings, along with the corresponding challans, made with the RoC. Accordingly, reliance for the details of the issue and nature of allotment of equity shares and the nature of consideration involved in relation to such
allotments has been placed on the supporting documents available with the Company, and a certificate dated September 23, 2024, issued by Deepak Rawat, independent practicing company secretary, aappointed by the Company to conduct a physical
search at the RoC premises and an online search on the MCA portal, for the records in relation to allotment of equity shares made by the Company during the period from its incorporation till the date of this Draft Red Herring Prospectus. In relation
to the untraceable secretarial and other corporate records, an intimation vide letter dated September 24, 2024, has also been made to the RoC by the Company. For the purpose of confirming compliance with the Companies Act, 1956 and the
Companies Act, 2013, as applicable, in relation to the issuances made by the Company in the past, we have relied on this certificate dated dated September 23, 2024, issued by Deepak Rawat, independent practicing company secretary. For further
information, please refer to “Risk Factors – Certain of our corporate filings and records are not traceable, while certain corporate records have errors. We cannot assure that regulatory proceedings or actions will not be initiated against us in the
future and we will not be subject to any penalty imposed by the competent regulatory authority in this regard” on page 43.
##
As of March 31, 2018, the total number of issued, subscribed and paid-up Equity Shares of the Company was 1,559,250, out of which 655,000 Equity Shares were held by Green Agriasia Private Limited, Indogulf Organics Private Limited and
Barathi Trade Links Private Limited collectively. Pursuant to the Scheme of Amalgamation of Green Agriasia Private Limited, Indogulf Organics Private Limited and Barathi Trade Links Private Limited with our Company, the 655,000 Equity Shares
were set off on account of cross shareholding of Green Agriasia Private Limited, Indogulf Organics Private Limited and Barathi Trade Links Private Limited (“Transferor Companies”), with our Company, the transferee company and 75,697 Equity
Shares were allotted to the shareholders of the Transferor Companies. Hence, after the allotment of 75,697 Equity Shares on October 1, 2018, the cumulative number of Equity Shares were 979,947 Equity Shares.
@
Preference Shares were converted into Equity Shares in the ratio 1:1.

84
2. Preference share capital

The history of the Preference Share capital of our Company is set forth in the table below:

Cumulative
No. of Issue price Cumulative
Face paid-up
S Date of Preference Nature of per Nature of number of
Name(s) of allottee(s) value Preference
No. allotment Shares allotment Preference consideration Preference
(₹) Share capital
allotted Share (₹) Shares
(₹)
1. March 31, 2007 50,000 Allotment of 10,000 Preference Shares to Shekhawati Preferential 10 200 Cash 50,000 500,000
Vanijya Vikas Private Limited, 5,000 Preference Shares allotment
to Panther Vanijya Private Limited, 5,000 Preference
Shares to Bhomiya Suppliers Private, 15,000 Preference
Shares to Shoka Trade Links Private Limited, 7,500
Preference Shares to Abex Infocom Private Limited and
7,500 Preference Shares to Champak Niketan Private
Limited
2. March 31, 2011 37,500 Allotment of 6,250 Preference Shares to Pragun Finance Preferential 10 400 Cash 87,500 875,000
Private Limited, 6,250 Preference Shares to Jaguar Equity allotment
Limited, 6,250 Preference Shares to Silversmith
Marketing Private Limited and 18,750 Preference Shares
to Green Vision Automotives Private Limited
3. January 5, 2012 37,500 Allotment of 6,250 Preference Shares to Frontier Preferential 10 400 Cash 125,000 1,250,000
Portfolio Management Private Limited, 6,250 Preference allotment
Shares to Laxman Sawarkar Marketing Private Limited,
11,250 Preference Shares to Murlidhar Apparels Private
Limited, 3,750 Preference Shares to Wiseman Trading
Private Limited and 10,000 Preference Shares to Starking
Agro Export Private Limited

85
 As on date of this Draft Red Herring Prospectus, our Company does not have any issued, subscribed
and paid-up Preference Share capital.

3. Equity shares issued for consideration other than cash or by way of a bonus issue

Except as disclosed below and in “– Capital Structure – Issue of Equity Shares pursuant to scheme of
arrangement” on page 87, our Company has not issued any Equity Shares for consideration other than
cash or by way of bonus issue.

Issue
No. of price Benefits
Face
Date of Equity Nature of per accrued to
Name(s) of allottee(s) value
allotment Shares allotment Equity our
(₹)
allotted Share Company
(₹)
March 31, 2,939,841 Allotment of 711,678 Equity Shares to Om Bonus 10 N.A. -
2020 Prakash Aggarwal, 683,646 Equity Shares issue in the
to Abhilasha Aggarwal, 461,100 Equity ratio of 3
Shares to Sanjay Aggarwal, 558,810 Equity
Equity Shares to O P Aggarwal (HUF), Shares for
73,152 Equity Shares to Rachita every one
Aggarwal, 326,322 Equity Shares to Equity
Anshu Aggarwal, 57,150 Equity Shares to Share held
Sanjay Aggarwal (HUF), 48 Equity Shares
to Bhupender Kaushik and 67,935 Equity
Shares to Anamica Aggarwal
September 19,598,940 Allotment of 4,744,520 Equity Shares to Bonus 10 N.A. -
1, 2020 Om Prakash Aggarwal, 4,557,640 Equity issue in the
Shares to Abhilasha Aggarwal, 3,074,000 ratio of 5
Equity Shares to Sanjay Aggarwal, Equity
3,725,400 Equity Shares to O P Aggarwal Shares for
(HUF), 487,680 Equity Shares to Rachita every one
Aggarwal, 2,175,480 Equity Shares to Equity
Anshu Aggarwal, 381,000 Equity Shares Share held
to Sanjay Aggarwal (HUF), 320 Equity
Shares to Bhupender Kaushik and 452,900
Equity Shares to Anamica Aggarwal
April 25, 125,000 Allotment of 76,250 Equity Shares to Om Conversio 10 10@ -
2024 Prakash Aggarwal and 48,750 Equity n of
Shares to Sanjay Aggarwal Preference
Shares into
Equity
shares
May 28, 23,643,728 Allotment of 500 Equity Shares to Rudra Bonus 10 N.A. -
2024 Pratap Singh, 2,000 Equity Shares to issue in the
Ashish Goel, 2,000 Equity Shares to ratio of 1
Saurabh Abhiranjan, 6,398,810 Equity Equity
Shares to Sanjay Aggarwal, 5,271,174 Share for
Equity Shares to Om Prakash Aggarwal, every one
4,233,744 Equity Shares to Anshu Equity
Aggarwal, 770,480 Equity Shares to O.P. Share held
Aggarwal (HUF), 1,156,940 Equity Shares
to Sanjay Aggarwal (HUF), 500 Equity
Shares to Umesh Rai, 2,000 Equity Shares
to Anand Singh Negi, 500 Equity Shares to
Rajan Kumar, 500 Equity Shares to
Pushap Kumar, 500 Equity Shares to
Harish Chandra Sharma, 500,000 Equity
Shares to Sanshi Aggarwal, 500 Equity
Shares to Kamal Kishore Gupta, 4,298,696
Equity Shares to Arnav Aggarwal, 500
Equity Shares to Chandra Shekher
Tripathi, 1,000 Equity Shares to Manoj
Gupta, 500 Equity Shares to Vikas, 500
Equity Shares to Arun Kumar Misra,
500,000 Equity Shares to Anamica

86
 Issue
No. of price Benefits
Face
Date of Equity Nature of per accrued to
Name(s) of allottee(s) value
allotment Shares allotment Equity our
(₹)
allotted Share Company
(₹)
Aggarwal, 2,384 Equity Shares to
Bhupender Kaushik and 500,000 Equity
Shares to Rachita Aggarwal
@
Consideration for such Equity Shares was paid at the time of issuance of Preference Shares.

4. Shares issued out of revaluation reserves

Our Company has not issued any Equity Shares or Preference Shares out of revaluation reserves since
its incorporation.

5. Issue of Equity Shares at a price lower than the Offer Price in the last year

Except as disclosed in “— Capital Structure – Equity Share capital history of our Company” on page
80, our Company has not issued Equity Shares at a price that may be lower than the Offer Price during
the last one year preceding the date of this Draft Red Herring Prospectus.

6. Issue of Equity Shares pursuant to scheme of arrangement

Except as disclosed below, our Company has not issued or allotted any Equity Shares pursuant to any
scheme of arrangement approved under Sections 391 to 394 of the Companies Act, 1956 or Sections
230-234 of the Companies Act, 2013:

No. of Issue
Face
S Date of equity Nature of price per
Name(s) of allottee(s) value
No. allotment shares allotment Equity
(₹)
allotted Share (₹)
1. October 1, 75,697 Allotment of 14,026 Equity Shares to Om Allotted 10 -
2018 Prakash Aggarwal, 6,200 Equity Shares to Sanjay pursuant to
Aggarwal, 28,832 Equity Shares to Abhilasha scheme of
Aggarwal, 22,674 Equity Shares to Anshu amalgamation
Aggarwal, 1,320 Equity Shares to O P Aggarwal of Green
(HUF), 1,984 Equity Shares to Rachita Agriasia
Aggarwal, 16 Equity Shares to Bhupender Private
Kaushik and 645 Equity Shares to Anamica Limited,
Aggarwal Indogulf
Organics
Private
Limited and
Barathi Trade
Links Private
Limited with
our Company

7. Details of acquisition of Equity Shares and Preference Shares of our Company through secondary
transaction

Except as disclosed below and in “– Details of shareholding of our Promoters and members of our
Promoter Group in our Company – Build-up of the Promoters’ shareholding in our Company” on page
98, there has been no acquisition or transfer of Equity Shares and Preference Shares through secondary
transactions by our Promoters, any member of our Promoter Group and Selling Shareholders, as on date
of this Draft Red Herring Prospectus:

87
 Transfer of Equity Shares through secondary transactions
Date of No. of Name of Name of Nature of Fac Issue/ Nature
acquisition/ Equit transferor transferee transaction e transfer price of
transfer y valu per Equity consider
Share e (₹) Share (₹) ation
s
January 31, 6,050 Nand Kishore Om Prakash Transfer of 10 2.50 Cash
1997 Aggarwal Aggarwal Equity Shares
January 31, 12,00 Nand Kishore Om Prakash Transfer of 10 2.50 Cash
1997 0 Aggarwal Aggarwal Equity Shares
January 31, 3,000 Ankur Sanjay Transfer of 10 3.00 Cash
1997 Aggarwal Aggarwal Equity Shares
January 31, 3,400 Puja Aggarwal Rachita Transfer of 10 3.00 Cash
1997 Aggarwal Equity Shares
January 31, 10,00 Seema Rachita Transfer of 10 3.00 Cash
1997 0 Consultants Aggarwal Equity Shares
Private
Limited
January 31, 15,05 Kanak Om Prakash Transfer of 10 3.00 Cash
1997 0 Aggarwal Aggarwal Equity Shares
(HUF)
January 31, 12,00 Kanak Om Prakash Transfer of 10 3.00 Cash
1997 0 Aggarwal Aggarwal Equity Shares
(HUF)
January 31, 3,500 Komal Anamika Transfer of 10 3.00 Cash
1997 Aggarwal Aggarwal Equity Shares
January 31, 3,500 Komal Anamica Transfer of 10 3.00 Cash
1997 Aggarwal Aggarwal Equity Shares
March 31, 15,00 Volta Finance Anamica Transfer of 10 3.00 Cash
1997 0 & Investment Aggarwal Equity Shares
Private
Limited
March 31, 25,00 Primal Anshu Transfer of 10 3.00 Cash
1997 0 Builders Aggarwal Equity Shares
Estate &
Developers
Private
Limited

August 31, 50 Naresh Kumar Om Prakash Transfer of 10 2.75 Cash

1997 Kasera Aggarwal Equity Shares
August 31, 50 Anand Om Prakash Transfer of 10 2.75 Cash
1997 Swaroop Aggarwal Equity Shares
Gupta
August 31, 500 Mahender Om Prakash Transfer of 10 2.75 Cash
1997 Singh Aggarwal Equity Shares
August 31, 600 Arun Jain Om Prakash Transfer of 10 2.75 Cash
1997 Aggarwal Equity Shares
August 31, 500 Ram Singh Om Prakash Transfer of 10 2.75 Cash
1997 Aggarwal Equity Shares
August 31, 600 Rajesh Sharma Om Prakash Transfer of 10 2.75 Cash
1997 Aggarwal Equity Shares
December 20,00 Devina Om Prakash Transfer of 10 3.00 Cash
31, 1997 0 Merchants Aggarwal Equity Shares
Private
Limited
December 25,00 Bansal Abhilasha Transfer of 10 3.00 Cash
31, 1997 0 Consultants Aggarwal Equity Shares
Private
Limited
December 25,00 Navtarang Sanjay Transfer of 10 3.00 Cash
31, 1997 0 Electronics Aggarwal Equity Shares
Private
Limited

88
 Transfer of Equity Shares through secondary transactions
Date of No. of Name of Name of Nature of Fac Issue/ Nature
acquisition/ Equit transferor transferee transaction e transfer price of
transfer y valu per Equity consider
Share e (₹) Share (₹) ation
s
February 3,500 Anamika Om Prakash Transfer of 10 10.00 Cash
10, 1999 Aggarwal Aggarwal Equity Shares
(HUF)
February 15,00 Anamika Om Prakash Transfer of 10 10.00 Cash
10, 1999 0 Aggarwal Aggarwal Equity Shares
(HUF)
July 06, 50 Shyam Sunder Om Prakash Transfer of 10 2.50 Cash
2002 Vasudev Aggarwal Equity Shares
July 06, 50 Shakti Om Prakash Transfer of 10 2.50 Cash
2002 Enterprises Aggarwal Equity Shares
July 06, 5,000 Kamlesh Om Prakash Transfer of 10 2.50 Cash
2002 Bansal Aggarwal Equity Shares
July 06, 5,000 Sanjay Bansal Om Prakash Transfer of 10 2.50 Cash
2002 Aggarwal Equity Shares
August 17, 20,00 Shashibala Abhilasha Transfer of 10 3.00 Cash
2007 0 Aggarwal Equity Shares
August 17, 100 Satya Prakash Om Prakash Transfer of 10 3.00 Cash
2007 Bansal Aggarwal Equity Shares
(HUF)
August 17, 100 Varun Bansal Om Prakash Transfer of 10 3.00 Cash
2007 Aggarwal Equity Shares
(HUF)
August 17, 100 M. K. Bansal Om Prakash Transfer of 10 3.00 Cash
2007 Aggarwal Equity Shares
(HUF)
August 17, 100 Rajender Om Prakash Transfer of 10 3.00 Cash
2007 Kumar Bansal Aggarwal Equity Shares
(HUF)
January 03, 50 Om Prakash Amrita Transfer of 10 2.50 Cash
2008 Aggarwal Gupta Equity Shares
February 50 Om Prakash Tarun Transfer of 10 3.00 Cash
17, 2009 Aggarwal Kumar Equity Shares
Bansal
(HUF)
February 50 Sanjay Sanjay Transfer of 10 10.00 Cash
17, 2009 Aggarwal Aggarwal Equity Shares
(HUF)
June 01, 50 Om Prakash Vineeta Transfer of 10 3.00 Cash
2009 Aggarwal Gupta Equity Shares
September 5,000 Krishna Om Prakash Transfer of 10 3.00 Cash
25, 2009 Cinema India Aggarwal Equity Shares
Limited
September 4,000 JMK Om Prakash Transfer of 10 2.50 Cash
25, 2009 Securities Aggarwal Equity Shares
Private
Limited
September 6,000 Maa Om Prakash Transfer of 10 3.00 Cash
25, 2009 Shakumbhari Aggarwal Equity Shares
Stone
Crushers
Private
Limited
September 5,000 Puri Milk & Om Prakash Transfer of 10 2.00 Cash
25, 2009 Foods Limited Aggarwal Equity Shares
September 4,000 Durable Sales Om Prakash Transfer of 10 2.00 Cash
25, 2009 Private Aggarwal Equity Shares
Limited
September 35,00 Garlon Om Prakash Transfer of 10 2.00 Cash
25, 2009 0 Vinimay Aggarwal Equity Shares

89
 Transfer of Equity Shares through secondary transactions
Date of No. of Name of Name of Nature of Fac Issue/ Nature
acquisition/ Equit transferor transferee transaction e transfer price of
transfer y valu per Equity consider
Share e (₹) Share (₹) ation
s
Private
Limited
September 15,00 Goodluck Om Prakash Transfer of 10 2.50 Cash
25, 2009 0 Industries Aggarwal Equity Shares
Limited
September 12,00 Eversite Om Prakash Transfer of 10 3.00 Cash
25, 2009 0 Commodities Aggarwal Equity Shares
Private
Limited
September 100 Tarun Bansal Om Prakash Transfer of 10 3.00 Cash
25, 2009 Aggarwal Equity Shares
September 3,000 Thistle Abhilasha Transfer of 10 2.00 Cash
25, 2009 Marketing Aggarwal Equity Shares
Private
Limited
September 5,000 Onysexim & Abhilasha Transfer of 10 2.50 Cash
25, 2009 Sales Private Aggarwal Equity Shares
Limited
September 5,000 Besion Abhilasha Transfer of 10 3.50 Cash
25, 2009 Portfolio Aggarwal Equity Shares
Private
Limited
September 2,000 Kuberco Sales Abhilasha Transfer of 10 3.00 Cash
25, 2009 Private Aggarwal Equity Shares
Limited
September 4,000 Nector Abhilasha Transfer of 10 3.50 Cash
25, 2009 Marketing Aggarwal Equity Shares
Service
Private
Limited
September 4,000 Maurat Abhilasha Transfer of 10 2.50 Cash
25, 2009 Properties Aggarwal Equity Shares
Private
Limited
September 4,000 AKG Portfolio Sanjay Transfer of 10 2.00 Cash
25, 2009 Private Aggarwal Equity Shares
Limited
September 4,000 Winsom Sanjay Transfer of 10 3.50 Cash
25, 2009 Portfolio Aggarwal Equity Shares
Private
Limited
September 5,000 Weal Iron & Sanjay Transfer of 10 2.00 Cash
25, 2009 Steel Co/ Aggarwal Equity Shares
Private
Limited
September 4,000 Sparrow Sanjay Transfer of 10 2.50 Cash
25, 2009 Marketing Aggarwal Equity Shares
Private
Limited
September 5,000 Hopewin Sanjay Transfer of 10 3.50 Cash
25, 2009 Admark & Aggarwal Equity Shares
Comsultancy
Private
Limited
September 5,000 Nishant Sanjay Transfer of 10 3.50 Cash
25, 2009 Finvest Private Aggarwal Equity Shares
Limited
September 5,000 B.P. Buildtech Sanjay Transfer of 10 2.50 Cash
25, 2009 Private Aggarwal Equity Shares
Limited

90
 Transfer of Equity Shares through secondary transactions
Date of No. of Name of Name of Nature of Fac Issue/ Nature
acquisition/ Equit transferor transferee transaction e transfer price of
transfer y valu per Equity consider
Share e (₹) Share (₹) ation
s
September 5,000 A.K. Fabrics Sanjay Transfer of 10 2.50 Cash
25, 2009 Private Aggarwal Equity Shares
Limited
September 5000 Samarendra Sanjay Transfer of 10 2.00 Cash
25, 2009 Leathers Aggarwal Equity Shares
Private
Limited
September 5,000 Garg Organics Sanjay Transfer of 10 3.50 Cash
25, 2009 Private Aggarwal Equity Shares
Limited
September 5,000 Kohinoor Oil Om Prakash Transfer of 10 3.50 Cash
25, 2009 Mills Limited Aggarwal Equity Shares
(HUF)
September 4,000 Passim Om Prakash Transfer of 10 3.00 Cash
25, 2009 Portfolio Aggarwal Equity Shares
Private (HUF)
Limited
September 5,000 Suvan Agro Om Prakash Transfer of 10 3.00 Cash
25, 2009 Ent/ Private Aggarwal Equity Shares
Limited (HUF)
September 20,00 Krishna Krishi Om Prakash Transfer of 10 2.50 Cash
25, 2009 0 Vikas Private Aggarwal Equity Shares
Limited (HUF)
September 35,00 Festino Agro Om Prakash Transfer of 10 2.00 Cash
25, 2009 0 Private Aggarwal Equity Shares
Limited (HUF)
September 10,00 Maloo Fin/ & Om Prakash Transfer of 10 3.00 Cash
25, 2009 0 Builders Aggarwal Equity Shares
Private (HUF)
Limited
September 10,00 Rocky Syntex Om Prakash Transfer of 10 2.00 Cash
25, 2009 0 Private Aggarwal Equity Shares
Limited (HUF)
September 10,00 Victor Credit Om Prakash Transfer of 10 2.50 Cash
25, 2009 0 & Aggarwal Equity Shares
Construction (HUF)
Private
Limited
September 5,000 Volage Sanjay Transfer of 10 3.00 Cash
25, 2009 Chemicals Co/ Aggarwal Equity Shares
Private (HUF)
Limited
September 5,000 Umesh Sanjay Transfer of 10 2.00 Cash
25, 2009 Securities Aggarwal Equity Shares
Private (HUF)
Limited
September 4,000 Shivam Sanjay Transfer of 10 3.50 Cash
25, 2009 Softtech Aggarwal Equity Shares
Limited (HUF)
September 5,000 Topchem Sanjay Transfer of 10 2.00 Cash
25, 2009 India Private Aggarwal Equity Shares
Limited (HUF)
September 5,000 Shimmer Anshu Transfer of 10 3.00 Cash
25, 2009 Marketing Aggarwal Equity Shares
Private
Limited
September 5000 Cito Garments Anshu Transfer of 10 2.50 Cash
25, 2009 Private Aggarwal Equity Shares
Limited

91
 Transfer of Equity Shares through secondary transactions
Date of No. of Name of Name of Nature of Fac Issue/ Nature
acquisition/ Equit transferor transferee transaction e transfer price of
transfer y valu per Equity consider
Share e (₹) Share (₹) ation
s
September 2,000 AKG Anshu Transfer of 10 2.00 Cash
25, 2009 Agencies Aggarwal Equity Shares
Private
Limited
September 5,000 Gold Corp Anshu Transfer of 10 3.00 Cash
25, 2009 Securities Aggarwal Equity Shares
Private
Limited
September 4,000 BVJ Exports Anshu Transfer of 10 2.50 Cash
25, 2009 Private Aggarwal Equity Shares
Limited
September 5,000 Rubicon Anshu Transfer of 10 3.00 Cash
25, 2009 Associates Aggarwal Equity Shares
Private
Limited
September 5000 Spring Anshu Transfer of 10 2.00 Cash
25, 2009 Medicare Aggarwal Equity Shares
Private
Limited
September 5000 B.P. Infotech Anshu Transfer of 10 3.00 Cash
25, 2009 Private Aggarwal Equity Shares
Limited
September 10,00 Dintara Abhilasha Transfer of 10 2.50 Cash
25, 2009 0 Marketing Aggarwal Equity Shares
Private
Limited
September 5,000 Dhanraj Abhilasha Transfer of 10 2.50 Cash
25, 2009 bhartaj prop. Aggarwal Equity Shares
Private limited
September 10,00 Haridwar Abhilasha Transfer of 10 2.50 Cash
25, 2009 0 Traders Aggarwal Equity Shares
Private
Limited
September 5,000 Homeway Abhilasha Transfer of 10 2.50 Cash
29, 2009 Marketing Aggarwal Equity Shares
Private
Limited
March 31, 5,000 Sandeep Om Prakash Transfer of 10 3.00 Cash
2010 Aggarwal Aggarwal Equity Shares
(HUF)
February 20,00 Kamlesh Abhilasha Transfer of 10 5.00 Cash
24, 2014 0 Aggarwal Aggarwal Equity Shares

February 4,000 Kamlesh Abhilasha Transfer of 10 5.00 Cash

24, 2014 Aggarwal Aggarwal Equity Shares
February 4,000 Shruti Gupta Abhilasha Transfer of 10 5.00 Cash
24, 2014 Aggarwal Equity Shares
February 20,00 Sanjeev Anshu Transfer of 10 6.00 Cash
24, 2014 0 Aggarwal Aggarwal Equity Shares
February 5,000 Praveen Anshu Transfer of 10 6.00 Cash
24, 2014 Kumar Bansal Aggarwal Equity Shares
(HUF)
February 5,000 Kamlesh Abhilasha Transfer of 10 2.50 Cash
24, 2014 Aggarwal Aggarwal Equity Shares
September 50 Amrita Gupta Om Prakash Transfer of 10 5.00 Cash
01, 2017 Aggarwal Equity Shares
September 100 Sunita Bansal Om Prakash Transfer of 10 5.00 Cash
01, 2017 Aggarwal Equity Shares
September 50 Tarun Kumar Om Prakash Transfer of 10 5.00 Cash
01, 2017 Bansal (HUF) Aggarwal Equity Shares

92
 Transfer of Equity Shares through secondary transactions
Date of No. of Name of Name of Nature of Fac Issue/ Nature
acquisition/ Equit transferor transferee transaction e transfer price of
transfer y valu per Equity consider
Share e (₹) Share (₹) ation
s
September 50 Vineeta Gupta Om Prakash Transfer of 10 5.00 Cash
01, 2017 Aggarwal Equity Shares
March 30, 22,00 Rachita Anamica Transfer of 10 Nil Gift
2020 0 Aggarwal Aggarwal Equity Shares
March 17, 546,9 Abhilasha Om Prakash Transfer of 10 Nil Gift
2021 168 Aggarwal Aggarwal Equity Shares
March 25, 2,661, Om Prakash Sanjay Transfer of 10 Nil Gift
2021 260 Aggarwal Aggarwal Equity Shares
March 25, 2,093, Om Prakash Anshu Transfer of 10 Nil Gift
2021 168 Aggarwal Aggarwal Equity Shares
March 25, 699,7 Om Prakash Sanjay Transfer of 10 Nil Gift
2021 40 Aggarwal Aggarwal Equity Shares
(HUF)
March 25, 2,000 Om Prakash Bhupender Transfer of 10 Nil Gift
2021 Aggarwal Kaushik Equity Shares
March 25, 1,000 Om Prakash Manoj Transfer of 10 Nil Gift
2021 Aggarwal Gupta Equity Shares
March 25, 2,000 Om Prakash Ashish Goel Transfer of 10 Nil Gift
2021 Aggarwal Equity Shares
March 25, 2,000 Om Prakash Saurabh Transfer of 10 Nil Gift
2021 Aggarwal Abhiranjan Equity Shares
March 25, 500 Om Prakash Rudra Transfer of 10 Nil Gift
2021 Aggarwal Pratap Equity Shares
Singh
March 25, 500 Om Prakash Chandra Transfer of 10 Nil Gift
2021 Aggarwal Shekhar Equity Shares
Tripathi
March 25, 69974 Om Prakash Sanjay Transfer of 10 Nil Gift
2021 0 Aggarwal Aggarwal Equity Shares
(HUF)
March 25, 2,093, Om Prakash Anshu Transfer of 10 Nil Gift
2021 168 Aggarwal Aggarwal Equity Shares
April 07, 4,470, Om Prakash Om Prakash Transfer of 10 Nil Gift
2021 480 Aggarwal Aggarwal Equity Shares
(HUF)
September 2,000 Om Prakash Anand Transfer of 10 Nil Gift
2, 2021 Aggarwal Singh Negi Equity Shares
September 500 Om Prakash Rajan Transfer of 10 Nil Gift
2, 2021 Aggarwal Kumar Equity Shares
September 500 Om Prakash Harish Transfer of 10 Nil Gift
2, 2021 Aggarwal Chandra Equity Shares
Sharma
September 500 Om Prakash Umesh Rai Transfer of 10 Nil Gift
2, 2021 Aggarwal Equity Shares
September 500 Om Prakash Arun Kumar Transfer of 10 Nil Gift
9, 2021 Aggarwal Misra Equity Shares
September 500 Om Prakash Vikas Transfer of 10 Nil Gift
9, 2021 Aggarwal Equity Shares
September 4,470, Om Prakash Om Prakash Transfer of 10 Nil Gift
14, 2021 480 Aggarwal Aggarwal Equity Shares
HUF
September 500,0 Om Prakash Sanshi Transfer of 10 Nil Gift
29, 2021 00 Aggarwal Aggarwal Equity Shares
February 500 Om Prakash Pushap Transfer of 10 Nil Gift
14, 2022 Aggarwal Kumar Equity Shares
March 29, 500 Om Prakash Kamal Transfer of 10 Nil Gift
2023 Aggarwal Kishore Equity Shares
Gupta

93
 Transfer of Equity Shares through secondary transactions
Date of No. of Name of Name of Nature of Fac Issue/ Nature
acquisition/ Equit transferor transferee transaction e transfer price of
transfer y valu per Equity consider
Share e (₹) Share (₹) ation
s
March 29, 470,0 Anshu Arnav Transfer of 10 Nil Gift
2023 00 Aggarwal Aggarwal Equity Shares
April 29, 3,700, Om Prakash Arnav Transfer of 10 Nil Gift
2024 000 Aggarwal Aggarwal Equity Shares
(HUF)
April 29, 85,21 Rachita Arnav Transfer of 10 Nil Gift
2024 6 Aggarwal Aggarwal Equity Shares
May 17, 43,48 Anamica Arnav Transfer of 10 Nil Gift
2024 0 Aggarwal Aggarwal Equity Shares

Transfer of Preference Shares through secondary transactions

Date of No. of Name of Name of Nature of Face Issue/ Nature of
acquisition Preferenc transferor transfere transactio valu transfer consideratio
/ transfer e Shares e n e (₹) price per n
Preferenc
e Share
(₹)
September 15,000 Shoka Trade Om Transfer of 10 5.00 Cash
25, 2009 Links Prakash Preference
Private Aggarwal Shares
Limited
September 10,000 Shekhawati Om Transfer of 10 5.00 Cash
25, 2009 Vanijya Prakash Preference
Vikash Aggarwal Shares
Private
Limited
September 7,500 Champak Om Transfer of 10 5.00 Cash
25, 2009 Niketan Prakash Preference
Private Aggarwal Shares
Limited
September 5,000 Panther Sanjay Transfer of 10 5.00 Cash
25, 2009 Vanijya Aggarwal Preference
Private Shares
Limited
September 5,000 Bhomiya Sanjay Transfer of 10 5.00 Cash
25, 2009 Suppliers Aggarwal Preference
Private Shares
Limited
September 7,500 Abex Sanjay Transfer of 10 5.00 Cash
25, 2009 Infocom Aggarwal Preference
Private Shares
Limited
February 6,250 Pragun Om Transfer of 10 5.00 Cash
19, 2014 Financial Prakash Preference
Private Aggarwal Shares
Limited
February 6,250 Jaguar Om Transfer of 10 5.00 Cash
19, 2014 Equity Prakash Preference
Limited Aggarwal Shares
February 6,250 S3 Infra Om Transfer of 10 5.00 Cash
19, 2014 Developers Prakash Preference
(P) Ltd Aggarwal Shares
February 18,750 3D Portfolio Om Transfer of 10 5.00 Cash
19, 2014 Private Prakash Preference
Limited Aggarwal Shares
February 6,250 Frontier Om Transfer of 10 5.00 Cash
19, 2014 Portfolio Prakash Preference
Managemen Aggarwal Shares

94
 t Private
Limited
February 6,250 Ortem Sanjay Transfer of 10 5.00 Cash
19, 2014 Equity (P) Aggarwal Preference
Ltd Shares
February 11,250 Murlidhar Sanjay Transfer of 10 5.00 Cash
19, 2014 Apparels Aggarwal Preference
Private Shares
Limited
February 3,750 Wiseman Sanjay Transfer of 10 5.00 Cash
19, 2014 Trading Aggarwal Preference
Private Shares
Limited
February 10,000 Starking Sanjay Transfer of 10 5.00 Cash
19, 2014 Agro Export Aggarwal Preference
Private Shares
Limited

95
 8. Shareholding pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus.

Shareholdi Number of
No. of
No. of ng, as a % Equity Shares
locked in
Number of Voting Rights held in each Equity assuming pledged or
Equity
Sharehold class of securities (IX) Shares full otherwise
Shares
ing as a % underlyi conversion encumbered
No. of (XII)
of total ng of (XIII)
No. of Equity Total no. No. of
no. of outstand convertible
No. of fully Partly Shares Of Equity No of Voting Rights Equity
No. of Equity ing securities
Category of paid-up paid-up underlyi Shares Shares held
Categor Sharehold Shares converti (as a
Shareholder Equity Equity ng held in
y (I) ers (calculate ble percentage As a
(II) Shares held Shares deposito (VII) = Total As a % dematerializ
(III) d as per securitie of diluted % of
(IV) held ry (IV)+(V)+ as a % of total ed form
SCRR) s equity No. total No.
(V) receipts (VI) of shares (XIV)
(VIII) As Class Class (includi share (a) share (a)
(VI) Total (A+B+ held
a % of (Equity) (Others) ng capital) s held
C) (b)
(A+B+C2) warrant (XI)= (b)
s) (VII)+(X)
(X) As a % of
(A+B+C2)
(A) Promoter and 9 47,259,688 - - 47,259,688 96.87 47,259,688 - 47,259,688 96.87 - - - - 47,259,688
promoter
group
(B) Public 18 1,527,768 - - 1,527,768 3.13 1,527,768 - 1,527,768 3.13 - - - - 1,527,768
(C) Non-Promoter - - - - - - - - - - - - - - -
Non Public
(C1) Shares - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held by - - - - - - - - - - - - - - -
employee
trusts
Total 27 48,787,456 - - 48,787,456 100.00 48,787,456 - 48,787,456 100.00 - - - - 48,787,456

96
9. As on the date of the filing of this Draft Red Herring Prospectus, our Company has 27 holders of Equity
Shares and no holders of Preference Shares.

10. Details of shareholding of major equity shareholders of our Company

(a) Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and
paid-up Equity Share capital of our Company as on the date of this Draft Red Herring
Prospectus:

Percentage of the
S. No. Name of the Shareholder No. of Equity Shares pre-Offer Equity
Share Capital (%)
1. Om Prakash Aggarwal 10,542,348 21.61
2. Sanjay Aggarwal 12,797,620 26.23
3. Anshu Aggarwal 8,467,488 17.36
4. Om Prakash Aggarwal (HUF) 1,540,960 3.16
5. Sanjay Aggarwal (HUF) 2,313,880 4.74
6. Sanshi Aggarwal 1,000,000 2.05
7. Anamica Aggarwal 1,000,000 2.05
8. Rachita Aggarwal 1,000,000 2.05
9. Arnav Aggarwal 8,597,392 17.62
10. Pranshu Lohia 625,000 1.28
11. Nipun Lohia 625,000 1.28
Total 48,509,688 99.43

(b) Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and
paid-up Equity Share capital of our Company as of 10 days prior to the date of this Draft Red
Herring Prospectus:

Percentage of the
S. No. Name of the Shareholder No. of Equity Shares pre-Offer Equity
Share Capital (%)
1. Om Prakash Aggarwal 10,542,348 21.61
2. Sanjay Aggarwal 12,797,620 26.23
3. Anshu Aggarwal 8,467,488 17.36
4. Om Prakash Aggarwal (HUF) 1,540,960 3.16
5. Sanjay Aggarwal (HUF) 2,313,880 4.74
6. Sanshi Aggarwal 1,000,000 2.05
7. Anamica Aggarwal 1,000,000 2.05
8. Rachita Aggarwal 1,000,000 2.05
9. Arnav Aggarwal 8,597,392 17.62
10. Pranshu Lohia 625,000 1.28
11. Nipun Lohia 625,000 1.28
Total 48,509,688 99.43

(c) Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and
paid-up Equity Share capital of our Company as of one year prior to the date of this Draft Red
Herring Prospectus:

Percentage of the
S. No. Name of the Shareholder No. of Equity Shares pre-Issue Equity
Share Capital (%)
1. Sanjay Aggarwal 6,350,060 27.00
2. Om Prakash Aggarwal 5,194,924 22.09
3. Anshu Aggarwal 4,233,744 18.00
4. Om Prakash Aggarwal (HUF) 4,470,480 19.01
5. Sanjay Aggarwal (HUF) 1,156,940 4.92
6. Sanshi Aggarwal 500,000 2.13
7. Anamica Aggarwal 543,480 2.31
8. Rachita Aggarwal 585,216 2.49
9. Arnav Aggarwal 470,000 2.00
Total 23,504,844 99.95

97
 (d) Set forth below are details of Shareholders holding 1% or more of the issued, subscribed and
paid-up Equity Share capital of our Company as of two years prior to the date of this Draft Red
Herring Prospectus:

Percentage of the
S. No. Name of the Shareholder No. of Equity Shares pre-Offer Equity
Share Capital (%)
1. Sanjay Aggarwal 6,350,060 27.00
2. Om Prakash Aggarwal 5,195,424 22.09
3. Anshu Aggarwal 4,703,744 20.00
4. Om Prakash Aggarwal (HUF) 4,470,480 19.01
5. Sanjay Aggarwal (HUF) 1,156,940 4.92
6. Sanshi Aggarwal 500,000 2.13
7. Anamica Aggarwal 543,480 2.31
8. Rachita Aggarwal 585,216 2.49
Total 23,505,344 99.95

(e) Our Company presently does not intend or propose and is not under negotiations or
considerations to alter its capital structure for a period of six months from the Bid/ Offer
Opening Date, by way of split or consolidation of the denomination of Equity Shares, or by way
of further issue of Equity Shares (including issue of securities convertible into or exchangeable,
directly or indirectly for Equity Shares), whether on a preferential basis, or by way of issue of
bonus Equity Shares, or on a rights basis, or by way of further public issue of Equity Shares, or
otherwise.

(f) There are no outstanding warrants, options, or rights to convert debentures, loans or other
convertible instruments that would entitle any person any option to receive Equity Shares of our
Company as on the date of this Draft Red Herring Prospectus.

11. Details of shareholding of our Promoters and members of our Promoter Group in our Company

(i) As on the date of this Draft Red Herring Prospectus, our Promoters hold 40,404,848 Equity
Shares, equivalent to 82.82% of the issued, subscribed, and paid-up Equity Share capital of our
Company as set forth in the table below.

Post-Offer Equity Share

Pre-Offer Equity Share capital
capital*
Percentage Percentage
S. No. Name of the Promoter
No. of Equity of total No. of Equity of total
Shares Equity Share Shares* Equity Share
capital (%) capital (%)*
1 Sanjay Aggarwal 12,797,620 26.23 [●] [●]
2 Om Prakash Aggarwal 10,542,348 21.61 [●] [●]
3 Anshu Aggarwal 8,467,488 17.36 [●] [●]
Arnav Aggarwal 8,597,392 17.62 [●] [●]
* Subject to finalisation of Basis of Allotment.

(ii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft
Red Herring Prospectus.

(iii) Build-up of the Promoters’ shareholding in our Company

The build-up of the Equity Shareholding of our Promoters since incorporation of our Company
is set forth in the table below.

98
1. Om Prakash Aggarwal

Pre-Offer Post-Offer
Percentage
Issue Percentage
Date of Face of pre-
No. of equity price per of post-
allotment/ Nature of transaction value Offer
shares Equity Offer
transfer (₹) Equity
Share (₹) Equity
Share
Share
capital
capital (%)#
(%)
January 22, Initial subscription to the 50 10 10.00 0.00 [●]
1993 MoA
March 31, Allotment 6,000 10 10.00 0.01 [●]
1993*
March 31, Allotment 12,000 10 10.00 0.02 [●]
1994
January 31, Transfer of shares 6,050 10 2.50 0.01 [●]
1997
January 31, Transfer of shares 12,000 10 2.50 0.02 [●]
1997
August 31, Transfer of shares 50 10 2.75 0.00 [●]
1997
August 31, Transfer of shares 50 10 2.75 0.00 [●]
1997
August 31, Transfer of shares 500 10 2.75 0.00 [●]
1997
August 31, Transfer of shares 600 10 2.75 0.00 [●]
1997
August 31, Transfer of shares 500 10 2.75 0.00 [●]
1997
August 31, Transfer of shares 600 10 2.75 0.00 [●]
1997
December 31, Transfer of shares 20,000 10 3.00 0.04 [●]
1997
March 28, Allotment 33,500 10 10.00 0.07 [●]
1998
March 31, Allotment 30,000 10 10.00 0.06 [●]
1999
July 06, 2002 Transfer of shares 50 10 2.50 0.00 [●]
July 06, 2002 Transfer of shares 50 10 2.50 0.00 [●]
July 06, 2002 Transfer of shares 5,000 10 2.50 0.01 [●]
July 06, 2002 Transfer of shares 5,000 10 2.50 0.01 [●]
January 03, Transfer of shares (50) 10 2.50 (0.00) [●]
2008
February 17, Transfer of shares (50) 10 3.00 (0.00) [●]
2009
June 01, 2009 Transfer of shares (50) 10 3.00 (0.00) [●]
September 25, Transfer of shares 5,000 10 3.00 0.01 [●]
2009
September 25, Transfer of shares 4,000 10 2.50 0.01 [●]
2009
September 25, Transfer of shares 6,000 10 3.00 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 2.00 0.01 [●]
2009
September 25, Transfer of shares 4,000 10 3.00 0.01 [●]
2009
September 25, Transfer of shares 35,000 10 2.00 0.07 [●]
2009
September 25, Transfer of shares 15,000 10 2.50 0.03 [●]
2009
September 25, Transfer of shares 12,000 10 3.00 0.02 [●]
2009
September 25, Transfer of shares 100 10 3.00 0.00 [●]
2009

99
 Pre-Offer Post-Offer
Percentage
Issue Percentage
Date of Face of pre-
No. of equity price per of post-
allotment/ Nature of transaction value Offer
shares Equity Offer
transfer (₹) Equity
Share (₹) Equity
Share
Share
capital
capital (%)#
(%)
March 31, Transfer of shares 5,000 10 3.00 0.01 [●]
2010
September 01, Transfer of shares 50 10 5.00 0.00 [●]
2017
September 01, Transfer of shares 100 10 5.00 0.00 [●]
2017
September 01, Transfer of shares 50 10 5.00 0.00 [●]
2017
September 01, Transfer of shares 50 10 5.00 0.00 [●]
2017
October 01, Allotted pursuant to 14,026 10 497.39 0.03 [●]
2018 scheme of amalgamation
of Green Agriasia Private
Limited, Indogulf
Organics Private Limited
and Barathi Trade Links
Private Limited with our
Company
March 31, Bonus issue in the ratio of 711,678 10 N.A. 1.46 [●]
2020 3 Equity Shares for every
one Equity Share held
September 01, Bonus issue in the ratio of 4,744,520 10 N.A. 9.72 [●]
2020 5 Equity Shares for every
one Equity Share held
March 17, Transmission of shares 5,469,168 10 0.00 11.21 [●]
2021
March 25, Transfer of shares (2,661,260) 10 0.00 (5.45) [●]
2021
March 25, Transfer of shares (2,093,168) 10 0.00 (4.29) [●]
2021
March 25, Transfer of shares (699,740) 10 0.00 (1.43) [●]
2021
March 25, Transfer of shares (2,000) 10 0.00 (0.00) [●]
2021
March 25, Transfer of shares (1,000) 10 0.00 (0.00) [●]
2021
March 25, Transfer of shares (2,000) 10 0.00 (0.00) [●]
2021
March 25, Transfer of shares (2,000) 10 0.00 (0.00) [●]
2021
March 25, Transfer of shares (500) 10 0.00 (0.00) [●]
2021
March 25, Transfer of shares (500) 10 0.00 (0.00) [●]
2021
April 07, Transfer of shares 4,470,480 10 0.00 9.16 [●]
2021
September 02, Transfer of shares (2,000) 10 0.00 (0.00) [●]
2021
September 02, Transfer of shares (500) 10 0.00 (0.00) [●]
2021
September 02, Transfer of shares (500) 10 0.00 (0.00) [●]
2021
September 02, Transfer of shares (500) 10 0.00 (0.00) [●]
2021
September 09, Transfer of shares (500) 10 0.00 (0.00) [●]
2021

100
 Pre-Offer Post-Offer
Percentage
Issue Percentage
Date of Face of pre-
No. of equity price per of post-
allotment/ Nature of transaction value Offer
shares Equity Offer
transfer (₹) Equity
Share (₹) Equity
Share
Share
capital
capital (%)#
(%)
September 09, Transfer of shares (500) 10 0.00 (0.00) [●]
2021
September 14, Transfer of shares (4,470,480) 10 0.00 (9.16) [●]
2021
September 29, Transfer of shares (500,000) 10 0.00 (1.02) [●]
2021
February 14, Transfer of shares (500) 10 0.00 (0.00) [●]
2022
March 29, Transfer of shares (500) 10 0.00 (0.00) [●]
2023
April 25, Allotment (Conversion of 76,250 10 10.00 0.16 [●]
2024 Preference shares)
May 28, 2024 Bonus issue in the ratio of 5,271,174 10 N.A. 10.80 [●]
1 Equity Share for every
one Equity Share held
Total 10,542,348** 21.61 [●]
#
Subject to finalization of Basis of Allotment
*Included 50 equity shares already subscribed as Subscribers to MOA
**Exclusive of 50 equity shares mentioned in allotment dated 31.03.93 as already subscribed as Subscribers to MOA

2. Sanjay Aggarwal

Issue Pre-Offer Post-Offer

Date of No. of Face price per Percentage
Percentage
allotment/ Nature of transaction Equity value equity of pre-
of post-Offer
transfer Shares (₹) share (₹) Offer
capital (%)#
capital (%)
January 22, Initial subscription to the 50 10 10.00 0.00 [●]
1993 MoA
March 31, Allotment 32,500 10 10.00 0.07 [●]
1994
January 31, Transfer of shares 3,000 10 3.00 0.01 [●]
1997
December 31, Transfer of shares 25,000 10 3.00 0.05 [●]
1997
March 31, Allotment 40,000 10 10.00 0.08 [●]
1999
February 17, Transfer of shares (50) 10 10.00 (0.00) [●]
2009
September 25, Transfer of shares 4,000 10 2.00 0.01 [●]
2009
September 25, Transfer of shares 4,000 10 3.50 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 2.00 0.01 [●]
2009
September 25, Transfer of shares 4,000 10 2.50 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 3.50 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 3.50 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 2.50 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 2.50 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 2.00 0.01 [●]
2009

101
 Issue Pre-Offer Post-Offer
Date of No. of Face price per Percentage
Percentage
allotment/ Nature of transaction Equity value equity of pre-
of post-Offer
transfer Shares (₹) share (₹) Offer
capital (%)#
capital (%)
September 25, Transfer of shares 5,000 10 3.50 0.01 [●]
2009
October 01, Allotted pursuant to 6,200 10 497.39 0.01 [●]
2018 scheme of amalgamation of
Green Agriasia Private
Limited, Indogulf Organics
Private Limited and
Barathi Trade Links
Private Limited with our
Company
March 31, Bonus issue in the ratio of 461,100 10 N.A. 0.95 [●]
2020 3 Equity Shares for every
one Equity Share held
September 01, Bonus issue in the ratio of 3,074,000 10 N.A. 6.30 [●]
2020 5 Equity Shares for every
one Equity Share held
March 25, Transfer of shares 2,661,260 10 0.00 5.45 [●]
2021
April 25, Allotment (Conversion of 48,750 10 10.00 0.10 [●]
2024 Preference shares)
May 28, 2024 Bonus issue in the ratio of 6,398,810 10 N.A. 13.12 [●]
1 Equity Share for every
one Equity Share held
Total 12,797,620 26.23
#
Subject to finalization of Basis of Allotment

3. Anshu Aggarwal

Pre-Offer Post-Offer
Issue
Date of No. of Face Percentage
price per Percentage
allotment/ Nature of transaction Equity value of pre-
equity of post-Offer
transfer Shares (₹) Offer
share (₹) capital (%)#
capital (%)
July 31, 1997 Transfer of shares 25,000 10 3.00 0.05 [●]
March 28, Allotment 100 10 10.00 0.00 [●]
1998
September 25, Transfer of shares 5,000 10 3.00 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 2.50 0.01 [●]
2009
September 25, Transfer of shares 2,000 10 2.00 0.00 [●]
2009
September 25, Transfer of shares 5,000 10 3.00 0.01 [●]
2009
September 25, Transfer of shares 4,000 10 2.50 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 3.00 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 2.00 0.01 [●]
2009
September 25, Transfer of shares 5,000 10 3.00 0.01 [●]
2009
February 24, Transfer of shares 20,000 10 6.00 0.04 [●]
2014
February 24, Transfer of shares 5,000 10 6.00 0.01 [●]
2014
October 01, Allotted pursuant to 22,674 10 497.39 0.05 [●]
2018 scheme of amalgamation of
Green Agriasia Private
Limited, Indogulf Organics

102
 Pre-Offer Post-Offer
Issue
Date of No. of Face Percentage
price per Percentage
allotment/ Nature of transaction Equity value of pre-
equity of post-Offer
transfer Shares (₹) Offer
share (₹) capital (%)#
capital (%)
Private Limited and Barathi
Trade Links Private
Limited with our Company
March 31, Bonus issue in the ratio of 3 326,322 10 N.A. 0.67 [●]
2020 Equity Shares for every one
Equity Share held
September 01, Bonus issue in the ratio of 5 2,175,480 10 N.A. 4.46 [●]
2020 Equity Shares for every one
Equity Share held
March 25, Transfer of shares 2,093,168 10 0.00 4.29 [●]
2021
March 29, Transfer (470,000) 10 0.00 (0.96) [●]
2023
May 28, 2024 Bonus issue in the ratio of 1 4,233,744 10 N.A. 8.68 [●]
Equity Share for every one
Equity Share held
Total 8,467,488 17.36
#
Subject to finalization of Basis of Allotment

4. Arnav Aggarwal

Pre-Offer Post-Offer
Issue
Date of No. of Face Percentage
price per Percentage
allotment/ Nature of transaction Equity value of pre-
equity of post-Offer
transfer Shares (₹) Offer
share (₹) capital (%)#
capital (%)
March 29, Transfer of shares 470,000 10 0.00 0.96 [●]
2023
April 29, Transfer of shares 3,700,000 10 0.00 7.58 [●]
2024
April 29, Transfer of shares 85,216 10 0.00 0.17 [●]
2024
May 17, 2024 Transfer of shares 43,480 10 0.00 0.09 [●]
May 28, 2024 Bonus issue in the ratio of 1 4,298,696 10 N.A. 8.81 [●]
Equity Share for every one
Equity Share held
Total 8,597,392 17.62
#
Subject to finalization of Basis of Allotment

(iv) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of
allotment or acquisition, as the case may be, of such Equity Shares. Further, none of the Equity
Shares held by our Promoters are pledged or otherwise encumbered.

(v) Other than as disclosed below, no member of our Promoter Group (other than our Promoters)
holds Equity Shares as on the date of filing of this Draft Red Herring Prospectus.

Pre-Offer Equity Share Post-Offer Equity Share

capital capital**
% of total
S. Name of Promoter and No. of % of total paid
paid up pre-
No. Promoter Group No. of Equity Equity up post-Offer
Offer Equity
Shares held Shares Equity Share
Share
held capital
capital
Promoter
1. Om Prakash Aggarwal 10,542,348 21.61 [●] [●]
2. Sanjay Aggarwal 12,797,620 26.23 [●] [●]
3. Anshu Aggarwal 8,467,488 17.36 [●] [●]
4. Arnav Aggarwal 8,597,392 17.62 [●] [●]
Promoter Group
1. Om Prakash Aggarwal (HUF) 1,540,960 3.16 [●] [●]

103
 Pre-Offer Equity Share Post-Offer Equity Share
capital capital**
% of total
S. Name of Promoter and No. of % of total paid
paid up pre-
No. Promoter Group No. of Equity Equity up post-Offer
Offer Equity
Shares held Shares Equity Share
Share
held capital
capital
2. Sanjay Aggarwal (HUF) 2,313,880 4.74 [●] [●]
3. Sanshi Aggarwal 1,000,000 2.05 [●] [●]
4. Anamica Aggarwal 1,000,000 2.05 [●] [●]
5. Rachita Aggarwal 1,000,000 2.05 [●] [●]
**
To be updated in the Prospectus.

(vi) Except as set forth in “Capital Structure - Build-up of the Promoters’ shareholding in our
Company”, none of our Promoters, the members of our Promoter Group, our Directors and their
relatives have purchased or sold any securities of our Company during the period of six months
immediately preceding the date of this Draft Red Herring Prospectus.

(vii) There have been no financing arrangements whereby our Promoters, members of the Promoter
Group, our Directors and their relatives have financed the purchase by any other person of
securities of our Company, other than in the normal course of the business of the financing
entity, during a period of six months immediately preceding the date of this Draft Red Herring
Prospectus.

12. Details of Promoters’ contribution and lock-in for three years

(i) Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the
fully diluted post-Offer Equity Share capital of our Company held by our Promoters shall be
locked in for a period of three years or such other period, as may be prescribed under the SEBI
ICDR Regulations, as minimum promoters’ contribution from the date of Allotment
(“Promoters’ Contribution”), and our Promoters’ shareholding in excess of 20% of the fully
diluted post-Offer Equity Share capital shall be locked in for a period of one year or such other
period, as may be prescribed under the SEBI ICDR Regulations, from the date of Allotment.

(ii) The details of the Equity Shares to be locked-in for three years from the date of Allotment as
Promoters’ Contribution are set forth in the table below:

Date up
Percentage to which
Date of Issue/
No. of of the the
Name of Allotment No. of Face acquisition
Nature of Equity post-Offer Equity
the of the Equity Value price per
transaction Shares paid-up Shares
Promoter Equity Shares (₹) Equity
locked-in* capital are
Shares Share (₹)
(%) subject to
lock-in
Om [●] [●] [●] [●] [●] [●] [●] [●]
Prakash
Aggarwal
Sanjay [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
Anshu [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
Arnav [●] [●] [●] [●] [●] [●] [●] [●]
Aggarwal
Total [●] [●]
* To be completed prior to filing of the Prospectus with the RoC.

For details on the build-up of the Equity Share capital held by our Promoters, see “— Build-up
of the Promoters’ shareholding in our Company” on page 98.

(iii) Our Promoters have given their consent to include such number of Equity Shares held by them
as part of the Promoters’ Contribution, subject to lock-in requirement as specified under
Regulation 14 of the SEBI ICDR Regulations. Our Promoters have agreed not to sell, transfer,

104
 charge on, pledge or otherwise encumber, in any manner, the Promoters’ Contribution from the
date of filing of this Draft Red Herring Prospectus until the expiry of the lock-in period specified
above or for such other time, as required under SEBI ICDR Regulations, except as may be
permitted, in accordance with the SEBI ICDR Regulations.

(iv) Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for
computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR
Regulations. In this connection, we confirm the following:

(a) The Equity Shares offered for Promoters’ Contribution do not include Equity Shares
acquired in the three years immediately preceding the date of this Draft Red Herring
Prospectus (a) for consideration other than cash, revaluation of assets or capitalisation of
intangible assets; or (b) resulting from bonus issue of shares out of revaluation reserves or
unrealised profits of our Company or bonus shares issued against Equity Shares, which
are otherwise ineligible for computation of Promoters’ Contribution;

(b) The Promoters’ Contribution does not include any Equity Shares acquired during the
immediately preceding one year at a price lower than the price at which the Equity Shares
are being offered to the public in the Offer;

(c) Our Company has not been formed by conversion of any partnership firm or limited
liability partnership firm into a company and hence, no Equity Shares have been issued in
the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant
to conversion from a partnership firm; and

(d) The Equity Shares forming part of the Promoters’ Contribution are not subject to any
pledge or any other form of encumbrance.

13. Details of other Equity Shares locked-in for one year

(i) In addition to the Promoters’ Contribution, which will be locked in for three years, as specified
above, the entire pre-Offer Equity Share capital of our Company will be locked-in for a period
of one year from the date of Allotment, in accordance with Regulations 16(b) and 17 of the
SEBI ICDR Regulations.

(ii) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that
the details of the Equity Shares locked-in are recorded by the relevant Depository.

14. Other requirements in respect of lock-in

Pursuant to Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and
locked-in, as mentioned above, may be pledged as collateral security for a loan with a scheduled
commercial bank, a public financial institution, Systemically Important Non-Banking Financial
Company or a deposit accepting housing finance company, subject to the following:

a. With respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of
the Equity Shares must be one of the terms of the sanction of the loan.
b. With respect to the Equity Shares locked-in as Promoters’ Contribution for three years from the date
of Allotment, the loan must have been granted to our Company for the purpose of financing one or
more of the objects of the Offer, which is not applicable in the context of this Offer.

However, the relevant lock-in period shall continue post the invocation of the pledge referenced above,
and the relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock-in
period has expired in terms of the SEBI ICDR Regulations.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and
locked-in may be transferred to another Promoter, any member of our Promoter Group or a new
promoter, subject to continuation of lock-in applicable with the transferee for the remaining period and
compliance with provisions of the Takeover Regulations. Further, in terms of Regulation 22 of the SEBI
ICDR Regulations, Equity Shares held by persons other than our Promoter prior to the Offer and locked-

105
 in for a period of one year may be transferred to any other person holding Equity Shares which are
locked-in along with the Equity Shares proposed to be transferred, subject to the continuation of the lock-
in with the transferee and compliance with the provisions of the Takeover Regulations

15. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors

50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-
in for a period of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor
Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of
Allotment.

16. Neither our Company nor any of our Directors or the BRLM have entered into any buyback arrangements
for purchase of equity shares from any person.

17. The Equity Shares issued and transferred pursuant to the Offer shall be fully paid-up at the time of
Allotment and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring
Prospectus.

18. As on the date of this Draft Red Herring Prospectus, the BRLM and their respective associates (as defined
under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold
any Equity Shares. The BRLM and their affiliates may engage in the transactions with and perform
services for our Company in the ordinary course of business or may in the future engage in commercial
banking and investment banking transactions with our Company for which they may in the future receive
customary compensation.

19. None of our Promoters or the members of our Promoter Group will participate in the Offer.

20. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless
otherwise permitted by law.

21. No person connected with the Offer, including, but not limited to, the members of the Syndicate, our
Company, the Directors, and the Promoters, shall offer or make payment of any incentive, direct or
indirect, in any manner, including in the nature of discount, commission and allowance, except for fees
or commission for services rendered in relation to the Offer, whether in cash or kind or services or
otherwise, to any Bidder for making a Bid.

22. Our Company shall ensure that transactions in the Equity Shares by our Promoters and the Promoter
Group between the date of filing of this Draft Red Herring Prospectus and the date of closure of the Offer
shall be intimated to the Stock Exchanges within 24 hours of such transaction.

23. Except for (i) the Offer; (ii) the Pre-IPO Placement; and/or (iii) the conversion of Preference Shares,
there will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from filing of the Draft Red
Herring Prospectus with SEBI until the Equity Shares are listed on the Stock Exchanges or all application
monies have been refunded, as the case may be.

24. Details of Equity Shares granted under employee stock option schemes

Our Company does not have any employee stock option plan or employee stock purchase scheme for
our employees.

106
 SECTION IV – PARTICULARS OF THE OFFER

OBJECTS OF THE OFFER

The Offer comprises the Fresh Issue and the Offer for Sale.
Offer for Sale
The Selling Shareholders will be entitled to their respective portion of the proceeds of the Offer for Sale after
deducting their proportion of Offer expenses and relevant taxes thereon. Our Company will not receive any
proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net
Proceeds. For further details of the Offer for Sale, please see below and see “The Offer” and “Other Regulatory
and Statutory Disclosures” on pages 64 and 413, respectively.
Maximum number/ Date of board
S. No. Name of Selling Shareholder amount of Equity Shares resolution/ Date of consent letter
offered in the Offer for Sale authorisation letter
1. Om Prakash Aggarwal (HUF) 1,540,960 September 18, 2024 September 18, 2024
2. Sanjay Aggarwal (HUF) 2,313,880 September 18, 2024 September 18, 2024

Fresh Issue

Our Company proposes to utilize the Net Proceeds from the Fresh Issue towards funding the following objects:

1. Funding working capital requirements of our Company;

2. Repayment/prepayment, in full or in part, of certain outstanding borrowings availed by our Company;

3. Capital expenditure of our Company for setting up an in-house dry flowable (DF) plant at Barwasni, Sonipat,
Haryana; and

4. General corporate purposes (collectively, the “Objects”).

In addition to the above Objects, we expect to receive the benefits of listing of the Equity Shares on the Stock
Exchanges, enhancement of our Company’s visibility and brand name amongst our existing and potential
customers, providing liquidity to its existing shareholders, and creation of a public market for our Equity Shares
in India. The main objects and objects incidental and ancillary to the main objects set out in our Memorandum of
Association enable us: (i) to undertake our existing business activities and other activities set out therein; (ii) to
undertake the activities proposed to be funded from the Net Proceeds; and (iii) the activities towards which the
loans proposed to be repaid/prepaid from the Net Proceeds were utilized.

Net Proceeds

After deducting the Offer-related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh
Issue to be ₹ [●] million (“Net Proceeds”). The details of the Net Proceeds of the Fresh Issue are set out below:

Particulars Estimated amount (in ₹ million)

Gross proceeds of the Issue* 2,000*
(Less) Offer related expenses in relation to the Fresh Issue (1) [●]
Net Proceeds of the Fresh Issue(2) [●]
(1)
See “— Offer Related Expenses” on page 120.
(2)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
*
Our Company may, in consultation with the BRLM, consider a Pre-IPO Placement of specified securities, as may be permitted under the
applicable law, aggregating up to ₹ [●] million prior to filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the general corporate purposes portion of the Fresh
Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate
the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Offer or the Offer may be successful and will result in listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in
the relevant sections of the Red Herring Prospectus and Prospectus.

107
Utilization of Net Proceeds

The Net Proceeds are proposed to be utilized in accordance with the details provided in the following table:

Amount^ Percentage of Net

Particulars
(in ₹ million) Proceeds (%)
Funding working capital requirements of our Company 1,000.00 [●]
Repayment/ prepayment, in full or in part, of certain outstanding 400.00 [●]
borrowings availed by our Company
Capital expenditure of our Company for setting up an in-house 140.00 [●]
dry flowable (DF) plant at Barwasni, District Sonipat, Haryana
General corporate purposes(1) [●] [●]
Net Proceeds(2)(^) 2,000.00 100.00
(1)
The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
^ Includes the proceeds, if any, received pursuant to the Pre-IPO Placement which may be undertaken at the discretion of our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Details of the Pre-IPO Placement, if undertaken, shall be
included in the Red Herring Prospectus. Upon allotment of specified securities pursuant to the Pre-IPO Placement, we may utilize the
proceeds from the Pre-IPO Placement towards the Objects as set out in this section. The Pre-IPO Placement shall not exceed 20% of the
size of the Fresh Issue.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds, as set forth in the table below:
(in ₹ million)
Amount to be Amount to be
deployed from deployed from
Total Amount to be
the Net the Net
estimated funded from Net
Particulars Proceeds in Proceeds in
costs Proceeds
Financial Year Financial Year
2025(3) 2026(3)
Funding working capital requirements - 1,000.00 250.00 750.00
of our Company
Repayment/ prepayment, in full or in - 400.00 400.00 N.A.
part, of certain outstanding borrowings
availed by our Company
Capital expenditure of our Company 140 140.00 25.00 115.00
for setting up an in-house dry flowable
(DF) plant at Barwasni, Sonipat,
Haryana
General corporate purposes(1) [●] [●] [●] [●]
Total Net Proceeds(2) [●] 2,000.00 [●] [●]
(1)
The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2)
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
(3)
Includes the proceeds, if any, received pursuant to the Pre-IPO Placement which may be undertaken at the discretion of our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced
from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. Details of the Pre-IPO Placement, if undertaken, shall be
included in the Red Herring Prospectus. Upon allotment of specified securities pursuant to the Pre-IPO Placement, we may utilize the
proceeds from the Pre-IPO Placement towards the Objects as set out in this section. The Pre-IPO Placement shall not exceed 20% of the
size of the Fresh Issue.

The above fund requirements are based on our current business plan, management estimates, other commercial
and technical factors including interest rates and other charges, and the financing and other agreements entered
into by our Company, quotations received from third-party vendors, which are subject to change in the future and
have not been appraised by any agency. These are based on current conditions and are subject to revisions in light
of changes in costs, our financial condition, our business operations or growth strategy or external circumstances
which may not be in our control. For further details of our proposed capital expenditure, see “— Details of the
Objects of the Fresh Issue – Capital expenditure for setting up an in-house dry flowable (DF) plant at Barwasni,
Sonipat, Haryana” on page 113.

Subject to applicable law, in the event of any increase in the actual utilization of funds earmarked for the purposes
set forth above, such additional funds for a particular activity will be met by way of means available to us,

108
including from internal accruals and any additional equity and/or debt arrangements. Further, if the actual
utilization towards any of the stated objects is lower than the proposed deployment, the balance remaining may
be utilized towards future growth opportunities, and/or towards funding any other purpose, and/or general
corporate purposes, subject to applicable laws to the extent that the total amount to be utilized towards general
corporate purposes will not exceed 25% of the Gross Proceeds in accordance with the SEBI ICDR Regulations
and in compliance with the objectives as set out under “—Details of the Objects — General corporate purposes”
below and will be consistent with the requirements of our business. The estimated schedule of deployment of Net
Proceeds is indicative and our management may vary the amount to be utilized in a particular Financial Year at its
discretion.

For further information on factors that may affect our internal management estimates, see “Risk Factors — Our
funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency,
which may affect our business and results of operations. Further, the schedule of the implementation of the Objects
for which funds are being raised in the Offer, is subject to risk of unanticipated delays in implementation and cost
overruns.” on page 55.

Further, our Company may decide to accelerate the estimated Objects ahead of the schedule specified above.
However, in the event that estimated utilization out of the Net Proceeds in a scheduled Financial Year being not
undertaken in its entirety, the remaining Net Proceeds shall be utilised in subsequent financial year, as may be
decided by our Company, in accordance with applicable laws. Any such change in our plans may require
rescheduling of our expenditure programs and increasing or decreasing expenditure for a particular object vis-a-
vis the utilization of Net Proceeds.

Means of finance

The fund requirements for the Objects are proposed to be met from the Net Proceeds and our internal accruals.
Accordingly, we confirm that there is no requirement to make firm arrangements of finance through verifiable
means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh
Issue as required under Regulation 7(1)(e) the SEBI ICDR Regulations.

Details of the Objects of the Fresh Issue

1. Funding working capital requirements of our Company

Our business is working capital intensive, and we fund the majority of our working capital requirements in the
ordinary course of business from internal accruals and financing from banks and financial institutions. For further
details of the working capital facilities currently availed by our Company, see “Financial Indebtedness” and
“Restated Consolidated Financial Information” on pages 400 and 295, respectively.

As on August 31, 2024, our Company had a total sanctioned limit of working capital facilities of ₹ 2,081.00
million, including fund based and non-fund based sub-limits, and has an aggregated outstanding borrowing of ₹
1,525.55 million for our Company. We propose to utilise up to ₹ 1000.00 million from the Net Proceeds to fund
the working capital requirements of our Company in Financial Year 2025 and Financial Year 2026.

Basis of working capital requirements and estimated working capital requirements

a) Existing working capital

Set forth below are the existing working capital requirements of our Company as of March 31, 2024, 2023 and
2022 as derived from our audited standalone financial statements:

(₹ in million)
S. As at March As at March As at March
Particulars
No. 31, 2024 31, 2023 31, 2022
I. Current Assets
(a) Inventories 1,952.09 2,090.82 1,517.98
(b) Trade receivables 2,214.12 1,764.75 1,415.99
(c) Other current and financial assets 326.89 313.26 249.78
Total current assets (A) 4,493.10 4,168.83 3,183.75

II. Current Liabilities

109
 S. As at March As at March As at March
Particulars
No. 31, 2024 31, 2023 31, 2022
(a) Trade payables 1097.36 818.35 1011.06
(b) Other current liabilities & provisions* 344.59 301.43 184.47
Total current liabilities (B) 1,441.95 1,119.78 1,195.53

III. Total working capital (A-B) 3,051.15 3,049.05 1,988.22

IV. Funding Pattern

(a) Working Capital funding from Banks 1,291.39 1,374.25 810.82
(b) Internal accruals 1,759.76 1,674.80 1,177.40
Total working capital 3,051.15 3,049.05 1,988.22
*
Includes other financial liabilities, current tax liabilities, other current liabilities and provisions.
Note: As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to certificate dated
September 25, 2024. See “Material Contracts and Documents for Inspection – Material Documents” on page 482.

(b) Future working capital

The details of the estimated working capital requirements of our Company for the financial years ended March
31, 2025 and March 31, 2026, based on our audited standalone financial statements, are as set out in the table
below:

(₹ in million)
Estimated amount as Estimated amount as
S.
Particulars at March 31, 2026 (in ₹ at March 31, 2025 (in
No.
million) ₹ million)
I. Current Assets
(a) Inventories 2,862.90 2,321.90
(b) Trade receivables 3,204.10 2,590.90
(c) Other current assets 215.2 327.20
Total current assets (A) 6,282.20 5,240.00

II. Current Liabilities

(a) Trade payables 1,176.00 980.00
(b) Other current liabilities & provisions 450.80 450.80
Total current liabilities (B) 1,626.80 1,430.80

III. Total working capital requirement (A-B) 4,655.40 3,809.20

(₹ in million)
Particulars For Fiscal ended March 31, For Fiscal ended March 31,
2026 (Estimated) 2025 (Estimated)
Working Capital Requirement 4,655.40 3,809.20

Funding Pattern
Working Capital funding from Banks 1,200.00 1,400.00
Internal accruals 2,705.40 2,159.20
Net Proceeds 750.00 250.00
Total 4,655.40 3,809.20

Holding levels

The following table sets forth the details of the holding period levels (days) considered:

The table hereunder contains the holding period (with days rounded to the nearest number) and justifications for
holding period levels on the basis of Restated Financial Information:

110
 For the year For the year For the year For the year For the year
ended ended ended ended ended
Particulars March 31, March 31, March 31, March 31, March 31,
2022 2023 2024 2025 2026
(Actual) (Actual) (Actual) (Estimated) (Estimated)
Current Assets
Inventories 154 187 181 177 184
as number of days of Cost of Goods Sold
Trade receivables 106 117 146 142 143
as number of days of Operating Revenue
Other Current Assets 19 21 22 18 10
as number of days of Operating Revenue
Current Liabilities
Trade payables 102 73 101 75 75
as number of days of Cost of Goods Sold
Other current liabilities & provision 14 20 23 25 20
As number of days of Operating Revenue
Notes:
1. Inventory days: Inventory for the current period/ revenue from operations * 365.
2. Trade receivable days: Trade receivables for the current period/ revenue from operations * 365.
3. Trade payable days: Trade payables for the current period/ revenue from operations * 365
4. Other current and financial assets days: Other current and financial assets for the current period/ revenue from operations * 365.
5. Other current and financial liabilities days: Other current and financial liabilities for the current period/ revenue from operations * 365.

Assumptions and justifications for Holding Period Levels

S.
Particulars Assumptions
No.
Current Assets
The inventory holding period has shown fluctuations over the past
three fiscal years, with 154 days in FY22, 187 days in FY23, and 181
days in FY24. Given the seasonal nature of our business and the
management of inventory for 123 products, each with four SKUs,
inventory fluctuations are inherent. To effectively meet seasonal
demand, we need to arrange raw materials in advance through detailed
material planning. Additionally, the unpredictability of pest outbreaks
1. Inventories
necessitates maintaining a minimum inventory level to address
potential threats.

Looking ahead, we anticipate that the inventory holding period will be

177 days for FY25 and 184 days for FY26, reflecting our commitment
to improving efficiency while managing seasonal demands and
unexpected challenges.
The trade receivables holding period increased from 106 days in FY22
to 117 days in FY23, and further increased to 146 days in FY24,
primarily due to adverse rainfall that affected payment from farmers.
Given the seasonal nature of our farmer-based business, our dealers &
distributors usually make partial payment in advance and balance are
typically received post-harvest i.e. once they get it from farmers. Due
to this, our receivable period gets extended as compared to other
2. Trade receivables industries.
Despite these challenges, we are committed to improve our receivables
period. As weather conditions stabilize, we plan to expand market
penetration in various regions to accelerate collections. Additionally,
we are improving collection efficiency by offering product updates
and reducing credit periods for distributors through better incentive
schemes. Based on these strategies, we anticipate the trade receivable
holding period to improve to 142 days in FY25 and 143 days in FY26.
The other current assets holding period for FY24, FY23 and FY22 was
19 days, 21 days and 22 days respectively.
A significant portion of our current assets consists of credit balances
3. Other Current Assets with the government, primarily related to GST input. This increase in
GST input is attributed to higher purchases made in January and
February every year, which leads to a greater accumulation of GST
credits. These credits are subsequently adjusted against sales during

111
 S.
Particulars Assumptions
No.
the period from May to September every year.

Considering the above, holding days for FY25 and FY26 is estimated
to be 18 and 10 days respectively.
Current Liabilities
Our purchases involve both imports and local sourcing, with major raw
materials procured from large companies and packaging materials
from MSMEs. These sourcing factors impact our credit periods. In
FY22, our credit period was 113 days, which decreased to 73 days in
FY23. It then rose to 103 days in FY 2024, as suppliers extended credit
due to a poor season and market cash crunch, which also contributed
to the rise in debtor days.
4. Trade Payables We recognize that timely payments are essential for ensuring the
uninterrupted supply of raw materials, especially since a large portion
of our materials comes from MNCs and large enterprises. To secure
prompt deliveries, we aim to reduce our credit period to 78 days.
Additionally, government regulations mandate that MSMEs must be
paid within 45 days, further contributing to the reduction of our overall
credit period. These factors have guided our assumptions for trade
payable days.
The other current liabilities holding period for FY24, FY23 and FY22
was 14 days, 20 days and 23 days respectively.

Our current liabilities primarily consist of payables to employees,

advances from customers, current tax liabilities, and other payables.

The advances from customers include funds received from distributors

for booking sales for the upcoming year.

5. Other Current Liabilities & Provisions Payables to employees and other payables mainly encompass salaries
and various expenses outstanding. As our business expands, we expect
an increase in both the number of employees and monthly expenses,
resulting in higher payable days.

Furthermore, our current tax liabilities are directly linked to our

profitability.

Considering the above, holding days for FY25 and FY26 is estimated
to be 25 and 20 days respectively.

Pursuant to a certificate and report dated September 25, 2024, M/s Devesh Parekh & Co, Chartered Accountants,
have certified the existing working capital requirements and estimated working capital requirements, respectively,
of our Company, as approved by the Board pursuant to its resolution dated September 25, 2024. See “Material
Contracts and Documents for Inspection – Material Documents” on page 482.

2. Repayment/ prepayment/ redemption, in full or in part, of certain outstanding borrowings availed by

our Company

Our Company has entered into various borrowing arrangements, including borrowings in the form of terms loans
and various fund based and non-fund based in the ordinary course of its business for purposes such as, inter alia,
meeting our working capital requirements or business requirements. As on August 31, 2024, we had outstanding
borrowings of ₹ 1,933.65 million on a consolidated basis. For more information, please see “Financial
Indebtedness” on page 400.

Our Company intends to utilize an aggregate amount of ₹ 400.00 million from the Net Proceeds towards
repayment/ prepayment/ redemption of all or a portion of certain outstanding borrowings availed by our Company,
comprising 20.76% of our total borrowings as of August 31, 2024. Pursuant to the terms of the borrowing
arrangements, prepayment of certain indebtedness may attract prepayment charges as prescribed by the respective
lender. Such prepayment charges, as applicable, will also be funded out of the Net Proceeds, as per the
requirements of the Company. If the Net Proceeds are insufficient for making payments for such pre-payment
penalties or premiums or interest, such excessive amount shall be met from our internal accruals of our Company.

112
 Given the nature of the borrowings and the terms of repayment/ prepayment/ redemption, the aggregate
outstanding amounts under the borrowings may vary from time to time and our Company may, in accordance with
the relevant repayment schedule, repay or refinance some of their existing borrowings prior to Allotment. We
believe that such repayment or prepayment or redemption will help reduce our outstanding indebtedness on a
consolidated basis and debt servicing costs and enable utilization of the internal accruals for further investment
towards business growth and expansion.

In addition, we believe that this would improve our ability to raise further resources in the future to fund potential
business development opportunities. The selection of borrowings proposed to be prepaid or repaid or redeemed
amongst our borrowing arrangements will be based on various factors, including (i) maturity profile and the
remaining tenor of the loan, (ii) cost of the borrowing, including applicable interest rates, (iii) any conditions
attached to the borrowings, restricting our ability to prepay/ repay/ redeem the borrowings and time taken to fulfil,
or obtain waivers for fulfilment of such conditions, or relating to the terms of repayment, (iv) levy of any
prepayment penalties and the quantum thereof, (v) provisions of any laws, rules and regulations governing such
borrowings, and (vi) other commercial considerations including, among others, the amount of the loan
outstanding.

Further, our Company may also avail additional borrowings and/ or draw down further funds under existing
borrowing facilities, from time to time, after the date of this Draft Red Herring Prospectus. Accordingly, in case
any of the below loans are pre-paid or further drawn down prior to the filing of the Red Herring Prospectus, we
may utilize the Net Proceeds towards repayment and/or pre-payment of such additional indebtedness. In light of
the above, if at the time of filing the Red Herring Prospectus, any of the below mentioned loans are repaid in part
or full or refinanced or if any additional credit facilities are availed or drawn down or if the limits under the
working capital borrowings are increased, then the table below shall be suitably revised to reflect the revised
amounts or loans as the case may be which have been availed by our Company.

The following table provides the details of the outstanding amount of borrowings including interest thereon
availed by our Company, as on August 31, 2024, which we propose to pre-pay/ repay, in full or in part, along with
the accrued interest from the Net Proceeds for an aggregate amount of ₹ 400.00 million:

(in ₹ million)
Balance Effective Purpose for Whether
Princip Prepaym Amount
amount rate of which used for
Name of Nature of al Repayme ent propose
S. outstanding interest as disturbed loan capital
the Borrowin Amount nt date condition d to be
No. as on on August amount was expendit
lender g sanctio /schedule s/ repaid/
August 31, 31, 2024 sanctioned ure
ned Penalty prepaid
2024 (% p.a.) and utilized (Yes/No)
December Term loan for
1. HDFC Term Loan 110 80.50 8.40
07, 2027
N.A. 80.50
project funding
Yes
October Term loan for
2. HDFC Term Loan 100 89.13 8.86
07, 2028
N.A. 89.13
project funding
Yes
April 07, Term loan for
3. HDFC Term Loan 100 98.67 8.89
2029
N.A. 98.67
project funding
Yes
August 04- Term loan for
4. HDFC Term Loan 100 100.00 9.00
08, 2029
N.A. 100.00
project funding
Yes
September Term loan for
5. HSBC Term Loan 23.07 2.56 9.36
28, 2024
N.A. 2.56
project funding
Yes
October Term loan for
6. HSBC Term Loan 16.93 2.35 9.36
31, 2024
N.A. 2.35
project funding
Yes
July 31, Term loan for
7. HSBC Term Loan 57.38 36.34 8.86
2027
N.A. 36.34
project funding
Yes
December Term loan for
8. HSBC Term Loan 16.08 11.52 9.20
31, 2027
N.A. 11.52
project funding
Yes
*As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated September 25, 2024.

For the purposes of the Offer, we have obtained the necessary consents from the lenders as is required under the
relevant loan documentation for undertaking activities in relation to the Offer.

3. Capital expenditure for setting up an in-house dry flowable (DF) plant in Barwasni, Sonipat, Haryana

Our Company intends to utilize ₹ 140.00 million of the Net Proceeds towards funding the capital expenditure
requirements of our Company, for setting up of a dry flowable (DF) plant in Barwasni, Sonipat, Haryana (“DF

113
Plant”, and the project, the “Project”). Dry flowable formulation is a type of pesticide formulation where the
active ingredient is finely ground and mixed with inert materials to create a dry, free-flowing powder. This
formulation is designed for ease of handling, storage and application. DF formulations are popular because they
offer advantages like reduced handling hazards, improved shelf life, and convenience in packaging and
transportation compared to other formulations like wet table powders or emulsifiable concentrates. Accordingly,
our Company intends to set up the DF Plant as a manufacturing facility where such dry flowable formulations are
produced.

Estimated Cost

The total estimated cost of funding the purchase of new equipment and machinery and availing services to set up
the DF Plant is ₹ 140.00 million, and such cost has been certified by way of the project report titled “Detailed
Project Report of Indogulf Cropsciences” dated September 22, 2024 (the “Report”), issued by CARE Analytics
and Advisory Private Limited, who has been appointed by our Company for this purpose.

The total estimated cost of the Project is set forth below:

Particulars Total* (in ₹ million)

Land# N.A.
Civil and Building work (pre engineering building) 43.47
Plant and Machinery 78.94
Miscellaneous fixed assets 15.31
Hard Cost 137.01
Contingency^ 2.28
Soft Cost 2.99
Total Project Cost 140.00
*
The costs are inclusive of 18% goods and services tax (GST).
#
The estimated cost for the Project excludes costs associated with purchase/rent of land as the land on which the DF Plant is proposed to be
set up is currently under lease by the Company from its Promoter, Sanjay Aggarwal vide lease deed dated June 12, 2018 at Khewat No 23
Min, Khata No 23 Min, 552 Under Killa No 30/21, 22,23, 19/1 ,19/2 Barwasni, Sonipat, Haryana-131001. Barwasni, our existing
manufacturing facility, is currently situated on the same land.
^
Contingency costs include charges towards power, water and other similar expenses, and price fluctuations towards logistics, freight,
commodity & raw material prices, etc. and other unforeseen expenses projected to be incurred during the Project.

An indicative list of such equipment and machinery, and services, that are intended to be purchased, along with
details of the purchase orders/ quotations obtained by our Company in relation to the Project are set forth below,
which has been certified by CARE Analytics and Advisory Private Limited pursuant to its Report:

1. The table below sets forth the break-down of the total estimated costs to be utilised towards civil and building
work in relation to setting up the DF Plant:
(in ₹ million)
S. Particulars Total cost Date of Quotations Period of Description of the
No. quotation received from validity service
1 Ground with earth filling 12.86 20/9/2024 J K Builderz 90 days Earth below the
level of approx.
21435 sq ft @ Rs
600 per sq ft to be
filled
2. Ground floor PEB work 23.11 20/9/24 J K Builderz 90 days Construction of shed
completed in respect of 243225 sq ft @ 95
with erection of the shed per sq ft
with Roofing with side
cladding along with
sheeting and general Air
circulation etc
3 Aluminium Doors and 0.10 20/9/24 J K Builderz 90 days Providing and fixing
windows the power coated
aluminium doors
and windows in
125mmX80mm
section with thick
glass 250 sq ft @450
per sq ft
4. Rolling Shutters 0.70 20/9/24 J K Builderz 90 days 20 gauge rolling

114
 S. Particulars Total cost Date of Quotations Period of Description of the
No. quotation received from validity service
shutter of approved
make, made of
required MS laths
interlocked together
through their length
and jointed together
2000 sq ft @350 per
sq ft
5. MS doors 0.06 20/9/24 J K Builderz 90 days Providing and fixing
1mm thick MS
Sheet door with
frame of
40X40X6mm angle
iron and 3mm guss
plate 150sq ft X400

2. The table below sets forth the break-down of the total estimated costs to be utilised towards plant and
machinery, and miscellaneous fixed costs in relation to setting up the DF Plant:

(in ₹ million)
S. Name of the Quantity Cost Total Date of Quotations Period Description of
No. machine per estimated quotation received from of the service
unit (in costs (in ₹ validity
₹ million)
million)
1 Homogenizer 2 1.25 2.50 19/9/24 MOJJ 90 days One S.S.-304
Engineering Pre-Crusher
Systems Ltd Unit assembled
on a Shaft
revolved
within a S.S.-
304
Closed
Chamber
having a
Hopper and
giving an
output size of
10-12 mm of
capacity
of 3T/hr.
Pulverising
Mill
comprising of
heavy duty
Cast Iron Main
Base Casting,
S.S-304
Centrifugal Air
Chamber with
connecting
pipes, S.S-304
2 Holding Tank 2 .9 1.8 19/9/24 MOJJ 90 days The tank is for
with Agitator Engineering holding the
Systems Ltd slurry and
sending it to
Dynomill
3 Bead Mill 8 .750 6.00 19/9/24 MOJJ 90 days The Bid Mill is
Engineering provided to
Systems Ltd achieve the
required fine
slurry for spray
drying
purpose. Type

115
S. Name of the Quantity Cost Total Date of Quotations Period Description of
No. machine per estimated quotation received from of the service
unit (in costs (in ₹ validity
₹ million)
million)
Vertical with
Media
Zirconox
4 Spray dryer 1 15.90 15.90 19/9/24 MOJJ 90 days Machine for
Engineering drying the
Systems Ltd material with
warm air
5. MCC Dryer 1 1.05 1.05 19/9/24 MOJJ 90 days Motor Control
Engineering Center (MCC)
Systems Ltd dryer, which is
used to
maintain
optimal
conditions for
the motor
control
systems and
electrical
equipment
within the
MCC.
6 Site activity 1 1.05 1.05 19/9/24 MOJJ 90 days Fixing all the
for spray Engineering dryers and
Dryers Systems Ltd making the
system for the
dryers
7 Nitrogen 1 1.80 1.80 19/9/24 MOJJ 90 days PSA Nitrogen
Plant Engineering Generator
Systems Ltd delivering 20
NM3/hr of N2
having 1 %
Oxygen (purity
99% with other
inert gases)
consisting of
after cooler,
Air Receiver,
Pre-filter, Oil
Removal
Filter, Air
Dryer, Dry Air
Receiver, PSA
System &
Surge Vessel
duly
interconnected
and mounted
on a heavy
duty skid
complete with
all instruments,
valves and
controls for
fully automatic
operation.
8. Slurry 2 1.00 2.00 19/9/24 MOJJ 90 days The tank is
Balance Tank Engineering provided for
Capacity Systems Ltd holding the
slurry and
sending it to
Dynomill.
9. Piping and 1 0.40 0.40 19/9/24 MOJJ 90 days Piping and

116
S. Name of the Quantity Cost Total Date of Quotations Period Description of
No. machine per estimated quotation received from of the service
unit (in costs (in ₹ validity
₹ million)
million)
Pump for wet Engineering power pump
station Systems Ltd for water
10. Zirconium 1 0.90 0.90 19/9/24 MOJJ 90 days filtration or
Beds (1.8 mm Engineering separation
to 2.0 mm) Systems Ltd technology that
uses
zirconium-
based
materials, often
in the context
of removing
impurities or
specific ions
from liquids,
particularly in
water
treatment or
chemical
processing
applications.
11. Thermopac 1 2.80 2,80 19/9/24 MOJJ 90 days Thermopac is
Unit: Engineering the filtering
8,00,000 Systems Ltd process
kcal/hr
12 Accessories 1 1.0 1.0 19/9/24 MOJJ 90 days Accessories to
for Engineering settle and
Thermopack Systems Ltd fitting
(Pump, Thermopac
piping, oil & unit required to
Chimney) process
13 Cooling 1 0.20 0.20 19/9/24 MOJJ 90 days Cooling tower
Tower (50 Engineering used for the
TR) Systems Ltd cooling the
water for
spraying the
cold water in
process
14 Plant 1 1.0 1.0 19/9/24 MOJJ 90 days Electric fitting
Electricals Engineering for the plant for
Systems Ltd running
15. MCC Wet 1 0.70 0.70 19/9/24 MOJJ 90 days Motor Control
Section Engineering Center (MCC)
Systems Ltd is located and
is designed to
handle
equipment in
wet or humid
environments.
This section
typically
houses the
electrical
controls for
motors and
other
machinery that
operate in
conditions
where moisture
or water
exposure is a
concern

117
S. Name of the Quantity Cost Total Date of Quotations Period Description of
No. machine per estimated quotation received from of the service
unit (in costs (in ₹ validity
₹ million)
million)
16 Civil work 1 2.20 2.20 19/9/24 MOJJ 90 days Mechanical
Engineering erection
Systems Ltd components as
per the GA
drawing:
Laying of
electrical
power and
control cables
for control
panel to
individual
components/
instruments
complete with
cable dressing
and
terminations.
Erection team
shall comply
with all local
safety
regulations.
ESI/ Pf/
Insurance
documentation
shall be
submitted prior
to starting the
work
17 Structural 1 9.00 9.00 19/9/24 MOJJ 90 days Weld joints
Work Engineering dressing. Other
(Approx. 75 Systems Ltd surface not
Tons + finished.
Roofing) Selected coil is
generally of
2B.
18 Firehyrant 1 6.43 6.43 18/9/24 Quench 90 days fire protection
system Technologies and safety. It
consists of
various
elements
designed to
supply water to
extinguish fires
effectively.
Here’s an
overview of its
key
components
and functions:
19 DG Set 250 2 1.14 2.28 06/9/24 SHUBHAM 90 days DG set (Diesel
KVA GENERATOR Generator set)
AND is a
ELECTRONICS combination of
STORE of M/s a diesel engine
Kirloskar Make and an electric
generator
(often an
alternator)
used to
generate

118
 S. Name of the Quantity Cost Total Date of Quotations Period Description of
No. machine per estimated quotation received from of the service
unit (in costs (in ₹ validity
₹ million)
million)
electricity.
3 kva ups 4 0.131 0.524 6/9/24 Fuji electric 90 days a backup
BACKUP power solution
20 that can
provide up to 3
kilovolt-
amperes (kVA)
of electrical
power, often
through an
uninterruptible
power supply
(UPS).:
21 Forklift 2 1.30 2.60 06/9/24 WATRANA 90 days powered
TRACTION industrial
PVT. LTD. vehicle used to
lift, move, and
stack materials.
It's an essential
piece of
equipment in
warehouses,
factories
22 Furniture 1 0.5 0.5 5/8/2024 Ping Pong 90 days Furniture like
Global limited table chair
working table
etc

Our Company has received quotations from various service providers and suppliers for constructional work and
sourcing of equipment and the Company is yet to place any orders or enter into definitive agreements for purchase
of such services and/or equipment. For further details of our strategies, see “Our Business – Our Strategies” on
page 229. Our Company intends to utilize ₹ 140.00 million from the Net Proceeds to purchase such equipment
and undertake such work based on our current estimates and the specific number and nature of such equipment,
plant and machinery to be procured by our Company may change, depending on our business requirements, from
time to time. Accordingly, the details of the equipment, plant and machinery to be procured from the Net Proceeds
will be suitably updated at the time of filing the Red Herring Prospectus. An indicative list of such services,
equipment, and machinery that we intend to purchase, along with details of the quotations we have received in
this respect is set forth below.

All quotations received from the above suppliers are valid as on the date of this Draft Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of the above suppliers which have provided
quotations and there can be no assurance that the abovementioned suppliers would be engaged to eventually
supply the service and/or machinery or that the abovementioned service/machinery would be purchased at the
specified costs. The quantity of machinery to be purchased is based on the estimates of our Company’s
management. No second-hand or used equipment is proposed to be purchased out of the Net Proceeds. Our
Promoters, Directors, Key Managerial Personnel and Senior Management do not have any interest in the proposed
construction of structural and civil works, purchase of machinery and upgradation of existing equipment, or in the
entities from whom we have obtained quotations in relation to such activities. See “Risk Factors – We intend to
utilize a portion of the Net Proceeds for funding our capital expenditure requirements. Our inability to successfully
implement such capacity expansion or any future capacity expansion plans could have a material adverse effect
on our business, prospects, operations, prospects or financial results.” on page 56.

Any services availed or equipment not purchased from the Net Proceeds shall be purchased from our internal
accruals. For details of the installed capacity and capacity utilisation of our manufacturing facilities in the financial
years ended March 31, 2024, March 31, 2023 and March 31, 2022, see “Our Business – Capacity and Capacity
Utilisation” on page 242.

119
Our Company shall have the flexibility to deploy such machinery at any of our existing and future plants,
according to our business requirements based on the estimates of our Company’s management. For details of the
risks applicable in this regard, see “Risk Factors” on page 30.

4. General corporate purposes

Our Company proposes to deploy the balance Net Proceeds aggregating up to ₹ [●] million towards general
corporate purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the
SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilize Net Proceeds
include but are not restricted to, the following:

a. strategic initiatives including inorganic expansion;

b. strengthening marketing capabilities and brand building exercises;
c. employee and other personnel expenses;
d. meeting ongoing general corporate exigencies and contingencies; and
e. any other purpose as may be approved by our Board or a duly appointed committee from time to time, subject
to compliance with applicable laws.

The quantum of utilization of funds towards each of the above purposes will be determined by our Board, based
on the amount actually available under this head and the business requirements of our Company and other relevant
considerations, from time to time. Our Company’s management, in accordance with the policies of our Board,
shall have flexibility in utilizing surplus amounts, if any. In addition to the above, our Company may utilize the
balance Net Proceeds towards any other expenditure considered expedient and as approved periodically by our
Board or a duly appointed committee thereof, subject to compliance with applicable law. However, usage of funds
will be as disclosed in the Objects of the Offer and any spill over from the intended Objects of the Offer to the
general corporate purposes will not be carried out by the Company.

Offer Related Expenses

The total expenses of the Offer are estimated to be approximately ₹ [●] million. The expenses of this Offer include,
among others, listing fees, underwriting commission (if any), selling commission and brokerage, fees payable to
the BRLM, fees payable to legal counsel, fees payable to the Registrar to the Offer, Escrow Collection Bank and
Sponsor Bank to the Offer, processing fee to the SCSBs for processing application forms, brokerage and selling
commission payable to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery
expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the
Equity Shares on the Stock Exchanges.

Except for (a) listing fees, (b) audit fees of the Statutory Auditors, and (c) expenses for corporate advertisements
and branding of the Company undertaken in the ordinary course of business by the Company, i.e. any corporate
advertisements consistent with past practices of the Company and not including expenses relating to marketing
and advertisements undertaken in connection with the Offer which will be borne by the Company , all costs,
charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia,
filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the
Registrar of Companies and any other Governmental Authority, advertising, printing, road show expenses,
accommodation and travel expenses, fees and expenses of the legal counsel to the Company and the Indian and
international legal counsel to the BRLM, fees and expenses of the statutory auditors, registrar fees and broker fees
(including fees for procuring of applications), bank charges, fees and expenses of the BRLM, Syndicate Members,
Self-Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or third party
in connection with the Offer shall be borne by the Company and each of the Selling Shareholders in proportion to
the number of Equity Shares issued and/or transferred by the Company and each of the Selling Shareholders in
the Offer, respectively, except as may be prescribed by the SEBI or any other regulatory authority.

The estimated Offer expenses are as follows:

120
 S. As a % As a
No. of the % of
Estimated total the
Activity
expenses* estimated total
Offer Offer
expenses size
1. Fees payable to the BRLM and commissions (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
2. Commission/processing fee for SCSBs and Sponsor Banks. Brokerage [●] [●] [●]
and selling commission and bidding charges for Members of the
Syndicate, Registered Brokers, RTAs and CDPs(1)(2)(3)(4)
3. Fees payable to the Registrar to the Offer [●] [●] [●]
4. Advertising and marketing expenses [●] [●] [●]
5. Other expenses: [●] [●] [●]
(i) Listing fees, SEBI and Stock Exchanges filing fees, book building
software fees and other regulatory expenses
(ii) Printing and stationery expenses
(iii) Advertising and marketing expenses
(iv) Fees payable to the legal counsel
(v) Fees payable to the Statutory Auditors
(vi) Fees payable to industry service provider and practicing company
secretary
(vii) Miscellaneous#.
Total estimated Offer expenses [●] [●] [●]
*
Estimated Offer expenses include goods and services tax, where applicable. Offer expenses will be incorporated in the Prospectus after
finalisation of the Offer Price. Offer expenses are estimates and are subject to change.
#
Comprising fees payable to depositories, stamp duty, additional intermediaries and agencies (if any), chartered engineer, that may be
appointed in the course of Offer.

(1) Selling commission payable to the SCSBs on the portion for Retail Individual Investors, Non-Institutional Investors and Eligible
Employees, which are directly procured by them would be as follows:

Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)*
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)*
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

No additional processing/uploading charges shall be payable by our Company to the SCSBs on the applications directly procured by them.
The selling commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE or
NSE.

SCSBs will be entitled to a processing fee for processing the ASBA Form procured by the members of the Syndicate (including their sub-
syndicate members), CRTAs or CDPs from Retail Individual Investors, and Non-Institutional Bidders and submitted to the SCSBs for blocking
as follows:

Portion for Retail Individual Investors* ₹[●] per valid ASBA Forms (plus applicable taxes)
Portion for Non-Institutional Investors* ₹[●] per valid ASBA Forms (plus applicable taxes)
*Based on valid ASBA Forms

(2) The processing fees for applications made by UPI Bidders would be as follows: Sponsor Bank will be entitled to processing fee of ₹[●] per
valid ASBA Form for Bids made by UPI Bidders using the UPI Mechanism. The Sponsor Bank shall be responsible for making payments to
third parties such as the remitter bank, NPCI and such other parties as required in connection with the performance of its duties under
applicable SEBI circulars, amendments, the Syndicate Agreement and other applicable laws.

(3) Brokerage, selling commission and processing/ uploading charges on the portion for UPI Bidders, RIIs and NIIs which are procured by the
members of the Syndicate (including their sub-syndicate members), CRTAs, CDPs or for using 3-in1 type accounts- linked online trading,
demat & bank account provided by some of the brokers which are members of Syndicate (including their sub-syndicate members) would be
as follows:

Portion for UPI Bidders* [●]% of the Amount Allotted (plus applicable taxes)*
Portion for Non-Institutional Investors (not using the UPI Mechanism)* [●]% of the Amount Allotted (plus applicable taxes)*
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

121
The selling commission payable to the Syndicate/ sub-syndicate members will be determined on the basis of the application form number/
series, provided that the application is also bid by the respective Syndicate/ sub-syndicate member. For clarification, if a Syndicate ASBA
application on the application form number/ series of a Syndicate/ sub-syndicate member, is bid by an SCSB, the selling commission will be
payable to the SCSB and not the Syndicate/ sub-syndicate member.

The payment of selling commission payable to the sub-brokers/ agents of sub-syndicate members are to be handled directly by the respective
sub-syndicate member.

The selling commission payable to the CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book
of BSE or NSE.
Uploading charges/ processing charges of ₹[●]/- per valid application (plus applicable taxes) are applicable only in case of bid uploaded by
the members of the Syndicate, CRTAs and CDPs:
• for applications made by UPI Bidders

• Uploading Charges/ Processing Charges of ₹[●]/- per valid application (plus applicable taxes) are applicable only in case of bid
uploaded by the members of the Syndicate, CRTAs and CDPs:

• for applications made by Retail Individual Investors using 3-in-1 type accounts

• for Non-Institutional Investor Bids using Syndicate ASBA mechanism/ using 3- in -1 type accounts,

The Bidding/uploading charges payable to the Syndicate/Sub-Syndicate Members, RTAs and CDPs will be determined on the basis of the
bidding terminal id as captured in the bid book of BSE or NSE.

(4) Selling commission payable to the registered brokers on the portion for Retail Individual Investors, Non Institutional Investors and
Eligible Employees which are directly procured by the Registered Brokers and submitted to SCSB for processing would be as follows:
Portion for Retail Individual Investors and Non-Institutional Investors: ₹[●]/- per valid ASBA Form (plus applicable taxes).

The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April
20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

Interim Use of Funds

Pending utilization of the Net Proceeds for the purposes described above, we undertake to temporarily deposit the
funds from the Net Proceeds only with scheduled commercial banks included in the second schedule of the
Reserve Bank of India Act, 1934, as amended, as may be approved by our Board. In accordance with Section 27
of the Companies Act 2013, our Company confirms that it shall not use the Net Proceeds for buying, trading or
otherwise dealing in shares of any other listed company or for any investment in the equity markets.

Bridge Loan

Our Company has not raised any bridge loans from any bank or financial institution as of the date of this Draft
Red Herring Prospectus, which are required to be repaid from the Net Proceeds.

Monitoring of Utilization of Funds

In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC,
our Company will appoint a Monitoring Agency to monitor the utilization of the Gross Proceeds as the proposed
Fresh Issue exceeds ₹ 1,000.00 million. The Monitoring Agency will monitor the utilisation of the Gross Proceeds
and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR
Regulations, on a quarterly basis, until such time as the Gross Proceeds have been utilised in full and Company
shall provide details/ information/ certifications obtained from our Statutory Auditors on the utilization of the Net
Proceeds to the Monitoring Agency. Our Company undertakes to place the report(s) of the Monitoring Agency on
receipt before the Audit Committee without any delay.

Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use
under a separate head in our balance sheet for such Fiscals as required under applicable law, clearly specifying
the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains
unutilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation
to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Further,
our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads, as

122
applicable, in the notes to our quarterly financial results. Our Company will indicate investments, if any, of
unutilised Gross Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of
listing and trading approvals from the Stock Exchanges.

In accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds
of the Gross Proceeds from the Objects as stated above; and (ii) details of category wise variations in the actual
utilisation of the Gross Proceeds from the Objects as stated above. Pursuant to Regulation 32(3) and Part C of
Schedule II, of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit
Committee the uses and applications of the Gross Proceeds. The Audit Committee shall make recommendations
to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of funds
utilised for purposes other than those stated in the Red Herring Prospectus and the Prospectus and place it before
the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds remain
unutilised. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilised in
full. The statement shall be certified by the Statutory Auditors of our Company in accordance with Regulation
32(5) of SEBI Listing Regulations.

Variation in Objects of the Offer

In accordance with Sections 13(8) and 27 of the Companies Act and the SEBI ICDR Regulations, our Company
shall not vary the objects of the Fresh Issue unless our Company is authorized to do so by way of a special
resolution of its Shareholders. In addition, the notice issued to the Shareholders in relation to the passing of such
special resolution (“Notice”) shall specify the prescribed details and be published in accordance with the
Companies Act. The Notice shall simultaneously be published in the newspapers, one in English and one in Hindi,
the vernacular language of the jurisdiction where our Registered Office is situated. Our Promoters and controlling
Shareholders, as of the time of such proposed variation, will be required to provide an exit opportunity to the
Shareholders who do not agree to the above stated proposal, at a price and in such manner and subject to such
conditions as prescribed by SEBI, in this regard.

Appraising Entity

None of the Objects for which the Net Proceeds will be utilized have been appraised by any bank/financial
institution.

Other Confirmations

Except to the extent of any proceeds received pursuant to the sale of Offered Shares proposed to be sold in the
Offer by the Selling Shareholders, no part of the Offer Proceeds will be paid to our Promoters, members of the
Promoter Group, Group Companies, Directors, our Key Managerial Personnel or Senior Management. Our
Company has neither entered into nor has planned to enter into any arrangement/ agreements with our Promoters,
members of the Promoter Group, Directors, our Key Managerial Personnel, our Senior Management or our Group
Companies in relation to the utilization of the Offer Proceeds. Further, there are no material existing or anticipated
interest of such individuals and entities in the Objects of the Offer except as set out above.

There has been no instance of delays, defaults, rescheduling/restructuring or evergreening in respect of the
outstanding borrowings for which the Net Proceeds will be utilized for repayment or prepayment.

123
 BASIS FOR OFFER PRICE

The Price Band and the Offer Price will be determined by our Company in consultation with the Book Running
Lead Manager, on the basis of assessment of market demand for the Equity Shares of face value ₹10 each issued
through the Book Building Process and on the basis of quantitative and qualitative factors as described below.
The face value of the Equity Shares is ₹ 10 each and the Offer Price is [●] times the Floor Price and [●] times the
Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times the face value. Bidders should
also see “Risk Factors”, “Our Business”, “Summary of Financial Information”, “Financial Information”, and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 220,
66, 295 and 367, respectively, to have an informed view before making an investment decision.

Qualitative Factors

We believe that some of the qualitative factors and our strengths which form the basis for computing the Offer
Price are:

1. Diversified product portfolio and specialized products across all three verticals;

2. Established distribution network in India and abroad;

3. Backward integrated manufacturing infrastructure;

4. Strong R&D and product development capabilities; and

5. Experienced Promoters and a strong management team.

For further details, see “Our Business – Our Strengths” on page 224.

Quantitative Factors

Some of the information presented below relating to our Company is derived from the Restated Consolidated
Financial Information. For details, see “Financial Information” and “Other Financial Information” on pages 295
and 365, respectively.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

A. Basic and Diluted Earnings per share for continuing operations (“EPS”) (face value of each Equity
Share is ₹10):
Financial period Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2024 12.00 11.94 3.00
March 31, 2023 9.53 9.48 2.00
March 31, 2022 11.21 11.15 1.00
Weighted Average 11.05 10.99
Notes:
1. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year/Total of weights
2. Basic Earnings per Equity Share (₹) = Net profit after tax attributable to owners of the Company, as restated / Weighted
average no. of Equity Shares outstanding during the year
3. Diluted Earnings per Equity Share (₹) = Net Profit after tax attributable to owners of the Company, as restated / Weighted
average no. of potential Equity Shares outstanding during the year
4. Earnings per Share calculations are in accordance with the notified Indian Accounting Standard 33 ‘Earnings per share’.
5. The figures disclosed above are based on the Restated Consolidated Financial Statements of the Company.

B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price (number
(number of times) of times)
Based on Basic EPS for Fiscal 2024* [●] [●]
Based on Diluted EPS for Fiscal 2024* [●] [●]
*To be updated in the Prospectus.

124
C. Industry Peer Group P/E ratio
Based on the peer group information (excluding our Company) given below in this section, the highest
P/E ratio is 101.81, the lowest P/E ratio is 12.23 and the average P/E ratio is 38.73.

P/E Ratio Name of the company Face value of

equity shares (₹)
Highest 101.81 Bhagiradha Chemicals & Industries Limited 1
Lowest 12.23 Best Agrolife Ltd 10
Average 38.73 - -
Notes:
1. The industry high and low have been derived from the peer set provided in the “Comparison with Listed Industry Peers” on
page 125. The industry composite has been calculated as the arithmetic average P/E ratio of the peer set disclosed below.
2. The industry P/E ratio mentioned above has been computed based on the closing market prices of the peer group's equity
shares on the BSE website as of April 1, 2024, divided by the diluted earnings per share for the financial year ended March
31, 2024.
3. Source: The financial information for the listed industry peers mentioned above is sourced from the audited financial
statements of the relevant companies for the financial year ended March 31, 2024, as available on the Stock Exchange
Websites.

D. Return on Net Worth (“RoNW”)

Fiscal RoNW (%) Weight

March 31, 2024 12.19% 3.00
March 31, 2023 11.03% 2.00
March 31, 2022 14.60% 1.00
Weighted Average 12.21%
Notes:
1. Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight) for
each year/Total of weights.
2. Return on Net Worth (%) = Net Profit after tax attributable to owners of the Company, as restated / Restated net worth at
the end of the year. ‘Net worth’ under Ind-As: Net worth has been defined as the aggregate value of the paid-up share capital
(including equity and preferential) and all reserves created out of the profits and securities premium account and debit or
credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out
of revaluation of assets, write-back of depreciation and amalgamation as on March 31, 2024, 2023 and 2022, in accordance
with Regulation 2(1)(hh) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended.

E. Net Asset Value (“NAV”) per Equity Share

Financial Period NAV per Equity Share (in INR)

March 31, 2024 97.98
After the Offer At Floor Price: [●]*
At Cap Price: [●]*
Offer Price [●]#
*
To be computed after finalisation of the Price Band.
#
To be determined on conclusion of the Book Building Process.

Notes:
1. Net asset value per Equity Share is computed as the closing net worth divided by the equity shares including preference shares
outstanding as at the year end.
2. ‘Net worth’ under Ind-As: Net worth has been defined as the aggregate value of the paid-up share capital and all reserves
created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting
the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the
audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation as on March 31, 2024; 2023 and 2022, in accordance with Regulation 2(1)(hh) of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

For further details, see “Other Financial Information” on page 365.

F. Comparison with Listed Industry Peers

Following is the comparison with our peer group companies listed in India and in the same line of
business as our Company:

125
 Name of Company Face Closing price Operating EPS (₹) NAV P/E RON
Value on April 01, Revenue, for Basic Diluted (₹ per (times W
(₹ per 2024 Fiscal 2024 share) ) (%)
share) (₹ per share) (in ₹ million)
Indogulf 10 N.A. 5,522.34 12.00 11.94 97.98 N.A. 12.19
Cropsciences
Limited*
Peer Group**
Aries Agro Ltd 10 261.05 5,164.58 14.94 14.94 200.20 17.47 7.07
Basant Agro Tech 1 19.17 4,047.52 0.43 0.43 19.22 44.58 2.27
India Ltd
Best Agrolife Ltd 10 549.70 18,733.19 44.94 44.94 273.64 12.23 16.42
Bhagiradha 1 1,639.20 4,076.48 17.50 16.10 397.59 101.81 4.40
Chemicals &
Industries Ltd
Heranba Industries 10 308.15 12,570.70 8.72 8.72 213.19 35.34 4.04
Ltd
India Pesticides Ltd 1 218.10 6,804.10 5.24 5.24 7.17 41.62 72.90
Dharmaj Crop 10 236.60 6,541.03 13.13 13.13 106.33 18.02 12.35
Guard Ltd
*
The financial information for our Company is based on the Restated Consolidated Financial Information at and for the financial
year ended March 31, 2024.
**
The financial information for listed industry peer mentioned above is on a consolidated basis and is sourced from the financial
statements for the financial year ended March 31, 2024, submitted to the Stock Exchanges.

Notes:
1. For listed peers, the P/E ratio has been computed based on the closing market price of equity shares on the BSE website as
of April 01, 2024, divided by the diluted EPS.
2. For listed peers, Return on Net Worth for equity shareholders (%) (RONW) is calculated as profit for the year divided by
total net worth. Total net worth is calculated as paid-up share capital plus other equity.
3. For listed peers, NAV is computed as total net worth divided by the number of equity shares outstanding for financial year
ended March 31, 2024.

G. Key Performance Indicators

The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at
the basis for Offer Price. All the KPIs disclosed below have been approved by a resolution of our Audit
Committee dated September 25, 2024 and the Audit Committee has confirmed that verified and audited
details of all the KPIs pertaining to our Company that have been disclosed to earlier investors at any
point of time during the three years period prior to the date of filing of this Draft Red Herring Prospectus
have been disclosed in this section. Further, the KPIs herein have been certified by M/s Devesh Parekh
& Co, Chartered Accountants, pursuant to certificate dated September 25, 2024. This certificate has been
designated as a material document for inspection in connection with the Offer. See “Material Contracts
and Documents for Inspection” on page 482.

The KPIs disclosed below have been used historically by our Company to understand and analyze the
business performance, which in result, help it in analyzing the growth of various verticals in comparison
to its peers.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic
basis, at least once a year (or any lesser period as may be determined by the Board of our Company), for
a duration of one year after the date of listing of the Equity Shares of face value ₹10 each on the Stock
Exchanges or till the utilisation of the Offer Proceeds as per the disclosure made in the section “Objects
of the Offer” starting on page 107 of this Draft Red Herring Prospectus, whichever is later, or for such
other duration as required under the SEBI ICDR Regulations.

126
A list of our KPIs for Fiscals 2024, 2023 and 2022 is set out below:

Financial Year
S. No. Particulars Units
2024 2023 2022
Financial Performance Indicators
1 Revenue from operations(1) (₹ in million) 5,522.34 5,496.56 4,872.10
2 EBITDA(2) (₹ in million) 557.44 490.40 472.43
3 EBITDA Margin(3) (%) 10.09% 8.92% 9.70%
4 EBIT(4) (₹ in million) 454.37 394.26 386.42
5 EBIT Margin(5) (%) 8.23% 7.17% 7.93%
6 PAT(6) (₹ in million) 282.33 224.23 263.63
7 PAT Margin(7) (%) 5.11% 4.08% 5.41%
8 Net Working Capital(8) (₹ in million) 1,710.45 1,400.37 1,151.89
9 Inventory turnover ratio(9) (Times) 2.02 1.95 2.38
10 Fixed asset turnover ratio(10) (Times) 7.83 7.03 7.21
11 Debt-equity ratio(11) (Times) 0.67 0.93 0.56
12 Return on net worth(12) (%) 12.19% 11.03% 14.60%
13 Return on capital employed(13) (%) 11.93% 10.12% 13.81%
Operational Performance Indicators
1 Product-wise Revenue Breakup(14)
- Crop Protection (₹ in million) 5,235.59 5,220.89 4,732.32
- Plant Nutrient (₹ in million) 194.34 183.53 152.96
- Biologicals (₹ in million) 289.02 278.98 189.92

2 Customer-wise Revenue Breakup(15)

- B2B Domestic (₹ in million) 1,971.96 2,142.06 1,357.52
- B2C Domestic (₹ in million) 2,950.19 2,839.57 2,584.48
- Export (₹ in million) 753.27 688.39 1,039.39
- Others (₹ in million) 43.53 13.39 84.82
3 Number of customers served(16) (Count) 5,043.00 4,330.00 3,963.00
4 New product added(17) (Count) 48.00 13.00 25.00
5 Revenue from top 10 customers(18) (₹ in million) 1,033.40 1,175.32 1,155.75
Notes:

1. Revenue from Operations means the revenue from operations as appearing in the Restated Consolidated Financial
Information
2. EBITDA is calculated as profit / (loss) for the year, plus total tax expense/(credit) for the year, finance costs and depreciation
and amortization expenses, excluding other Income.
3. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations.
4. EBIT is calculated as profit / (loss) for the year plus total tax expense / (credit) plus finance costs, excluding other Income.
5. EBIT Margin (%) is computed as EBIT divided by revenue from operations.
6. Profit after Tax means profit / (loss) for the year from continuing operations as appearing in the Restated Consolidated
Financial Information.
7. Profit after Tax Margin refers to the percentage margin derived by dividing profit after tax by revenue from operations.
8. Net working capital has been calculated as total current assets minus total current liabilities.
9. Inventory turnover ratio is calculated as Cost of goods sold divided by inventory at the end of the year. Cost of goods sold
includes cost of raw material and components consumed; purchase of traded goods; and changes in inventories of finished
goods, work-in-progress and traded goods.
10. Fixed asset turnover ratio is calculated as revenue from operations divided by fixed assets at the end of the year. Fixed assets
includes property, plant and equipment; capital work-in-progress; intangible assets (including intangible assets under
development) and right-of-use assets.
11. Debt-equity ratio is calculated by dividing total debt (including both current and non-current borrowings) by the total equity
for the year.
12. Return on net worth refers to the profit for the year attributable to equity shareholders of our Company divided by total equity
for the year.
13. Return on Capital Employed is calculated as earnings before interest and tax divided by Capital Employed. Earnings before
interest and tax is calculated as profit / (loss) for the year plus total tax expense / (credit) plus finance costs, less other income.
Capital Employed is calculated as total equity plus total borrowings minus intangible assets (including intangible assets under
development).
14. Product-wise revenue breakup indicates the contribution of each product segment to the total gross revenue. Product segments
are categorized into crop protection, plant nutrients, biologicals, and others.
15. Customer-wise revenue breakup indicates the contribution of each customer segment to the gross revenue. The customer
segments are categorized into B2B domestic, B2C domestic, exports, and others.
16. Number of customers served indicates the total count of customers served.
17. New product added accounts for the number of new products introduced into the Company’s product portfolio during the
year.

127
18. Revenue from the top 10 customers represents the aggregate gross revenue contribution of the top 10 customers, identified as
customers with the highest individual contribution to the overall gross revenue.

Explanation of the historic use of the Key Performance Indicators by our Company to analyse,
track or monitor the operational and/or financial performance of our Company

In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental
measure to review and assess our performance. The presentation of these KPIs is not intended to be
considered in isolation or as a substitute for the Restated Consolidated Financial Statements. These KPIs
may not be defined under Ind AS and are not presented in accordance with Ind AS and hence, should not
be considered in isolation or construed as an alternative to Ind AS measures of performance or as an
indicator of our performance, liquidity, profitability or results of operations. These KPIs have limitations
as analytical tools. Further, these KPIs may differ from the similar information used by other companies
and hence their comparability may be limited. Therefore, these metrics should not be considered in
isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our
operating performance, liquidity, profitability or results of operation. Although these KPIs are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it provides an additional tool for investors to use in evaluating our ongoing
operating results and trends.

Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial
or operational metric to evaluate our business. For further details please see “Risk Factors – Certain non-
GAAP financial measures and certain other statistical information relating to our operations and
financial performance have been included in this Draft 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.” on page 53.

The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations
are set forth below:

S. No. KPI Explanation

1. Revenue from Operations Revenue from operations represents the income generated by
the company from its core business activities, providing insight
into the scale and growth of operations.
2. EBITDA EBITDA (Earnings Before Interest, Taxes, Depreciation, and
Amortization) is an indicator of the company’s operational
profitability and efficiency, offering a clearer view of core
earnings.
3. EBITDA Margin The EBITDA margin benchmarks the operating profitability of
the company against peers and historical performance,
providing insights into cost management and operational
efficiency.
4. EBIT EBIT (Earnings Before Interest and Taxes) reflects the cost of
running the business by considering depreciation and
amortization, offering a more comprehensive view of the
company’s profitability.
5. EBIT Margin EBIT margin (%) tracks the operational efficiency after
accounting for depreciation and amortization, calculated as a
percentage of revenue from operations, helping assess
profitability trends.
6. PAT PAT (Profit After Tax) represents the net profit or loss for the
financial year , providing insights into the overall profitability
of the business.
7. PAT Margin PAT margin (%) indicates the company’s overall profitability
and helps benchmark financial performance against peers and
historical trends.
8. Net Working Capital Net working capital measures the company’s ability to meet
financial obligations and invest in operational needs, indicating
liquidity and operational efficiency.
9. Inventory Turnover Ratio This ratio helps evaluate how efficiently the company is
managing its inventory, reflecting the effectiveness of inventory
control and turnover.
10. Fixed Asset Turnover Ratio This ratio assesses how efficiently the company is generating

128
 S. No. KPI Explanation
sales from its fixed assets, highlighting asset utilization over
multiple periods.
11. Debt to Equity Ratio This metric tracks the company’s leverage position over time,
helping assess financial risk and guiding strategic adjustments
to the capital structure.
12. Return on Equity ROE measures the returns generated from equity financing,
indicating how effectively the company is using shareholders'
equity to generate profits.
13. Return on Capital Employed ROCE evaluates the operating returns generated from the total
capital employed in the business, providing insights into capital
efficiency.
14. Product-wise Revenue Breakup Breakdown of gross revenue based on individual products,
highlighting the contribution of each product to overall gross
revenue.
15. Customer-wise Revenue Breakup Breakdown of gross revenue based on customers/market,
showing the contribution of each customer/market to overall
gross revenue
16. Number of customers served Total count of customers that the company serves, reflecting the
market reach and customer base size
17. New product added Number of new products introduced in a specific period,
indicating innovation and product development activity.
18. Revenue from top 10 customers Revenue generated from the top 10 customers, reflecting the
concentration of revenue and dependency on major clients.

We believe that the KPIs, disclosed above, are the only relevant and material KPI pertaining to our
Company which may have a bearing on the Offer Price.

The other operational metrics of our Company have been disclosed in sections, see “Our Business” and
“Industry Overview – Key Performance Indicators and Non-GAAP Financial Measures” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages
220, 385 and 367, respectively.

Our Company confirms that it shall continue to disclose all the KPIs included in this section “Basis for
the Offer Price”, at least once in a year after the date of listing of the Equity Shares of face value ₹10
each or for any lesser period as determined by the Board of Directors of our Company until such time as
may be required under the SEBI ICDR Regulations.

H. Comparison of its KPIs with Listed Industry Peers

(a) Comparison of Operational Parameters of Fiscal 2024 with Listed Industry Peers

Bhagira
Basa
dha Heran Dhar
nt Best India
S. Indog Aries Chemic ba maj
Particulars Units Agro Agroli Pestici
No. ulf Agro als & Indust Crop
Tech fe des
Industri ries Guar
India
es d
Revenue from (₹ in 5,522. 5,164. 4,047. 18,733 12,570. 6,804.1 6,541.
1 operations million) 34 58 52 .19 4,076.48 70 0 03
(₹ in 557.4 554.2 247.6 2,255.
EBITDA
2 million) 4 9 9 89 429.13 768.70 866.10 629.42
3 EBITDA Margin (%) 10.09 10.73 6.12 12.04 10.53 6.12 12.73 9.62
(₹ in 454.3 476.9 176.0 1,929.
EBIT
4 million) 7 3 0 52 319.33 507.60 715.40 575.06
5 EBIT Margin (%) 8.23 9.23 4.35 10.30 7.83 4.04 10.51 8.79
(₹ in 282.3 183.9 1,062.
PAT
6 million) 3 9 39.57 67 182.21 345.00 601.70 443.76
7 PAT Margin (%) 5.11 3.56 0.98 5.67 4.47 2.74 8.84 6.78
Net Working (₹ in 1,710. 1,439. 980.3 2,687. 2,494.6 4,538.0 1,186.
8 Capital million) 45 36 9 26 1,547.61 0 0 10
Inventory turnover
9 ratio (Times) 2.02 2.06 1.60 1.48 2.21 3.15 1.91 5.56

129
 Bhagira
Basa
dha Heran Dhar
nt Best India
S. Indog Aries Chemic ba maj
Particulars Units Agro Agroli Pestici
No. ulf Agro als & Indust Crop
Tech fe des
Industri ries Guar
India
es d
Fixed asset
10 turnover ratio (Times) 7.83 5.29 3.65 6.08 1.45 2.16 2.02 2.09
11 Debt-equity ratio (Times) 0.67 0.27 0.88 0.97 0.15 0.19 0.02 0.31
Return on net
12 worth (%) 12.19 7.07 2.27 16.42 4.40 4.09 7.29 12.35
Return on capital
13 employed (%) 11.93 5.57 5.37 16.99 6.75 5.06 8.49 12.31
Source: The financial information for listed industry peers mentioned above is sourced from the audited financial statements of the relevant
companies for Financial Year ended March 31, 2024 as available on the websites of the Stock Exchanges.

(b) Comparison of Operational Parameters of Fiscal 2023 with Listed Industry Peers

Bhagira
Basa Dhar
dha Heran
nt Best India maj
S. Indog Aries Chemic ba
Particulars Units Agro Agroli Pestici Crop
No. ulf Agro als & Indust
Tech fe des Guar
Industri ries
India d
es
Revenue from (₹ in 5,496. 4,722. 5,492. 17,456 13,188. 8,849.4 5,242.
1 operations million) 56 36 60 .78 5,020.91 20 0 97
(₹ in 490.4 477.4 359.2 3,136. 1,560.3 1,969.4
2 EBITDA million) 0 5 6 58 773.25 0 0 411.27
3 EBITDA Margin (%) 8.92 10.11 6.54 17.97 15.40 11.83 22.25 7.84
(₹ in 394.2 399.0 295.7 2,891. 1,333.0 1,855.6
4 EBIT million) 6 6 4 56 675.17 0 0 360.46
5 EBIT Margin (%) 7.17 8.45 5.38 16.56 13.45 10.11 20.97 6.88
(₹ in 224.2 159.3 183.8 1,921. 1,043.7 1,432.4
6 PAT million) 3 0 5 46 451.52 0 0 268.60
7 PAT Margin (%) 4.08 3.37 3.35 11.01 8.99 7.91 16.19 5.12
Net Working (₹ in 1,400. 1,447. 855.4 3,138. 5,047.5 4,586.1 2,058.
8 Capital million) 37 27 6 08 1,275.01 0 0 96
Inventory turnover
9 ratio (Times) 1.95 1.71 2.14 1.77 3.43 2.91 2.16 5.92
Fixed asset turnover
10 ratio (Times) 7.03 6.29 4.82 8.04 2.49 4.71 3.21 4.03
11 Debt-equity ratio (Times) 0.93 0.39 0.72 1.06 0.16 0.11 0.00 0.17
12 Return on net worth (%) 11.03 6.56 10.76 36.44 14.41 12.88 18.53 8.52
Return on capital
13 employed (%) 10.12 14.11 12.19 26.65 18.61 14.82 23.89 9.89
Source: The financial information for listed industry peers mentioned above is sourced from the audited financial statements of the relevant
companies for Financial Year ended March 31, 2023 as available on the websites of the Stock Exchanges.

(c) Comparison of Operational Parameters of Fiscal 2022 with Listed Industry Peers

Bhagira
Basa Dhar
dha Heran
nt Best India maj
S. Indog Aries Chemic ba
Particulars Units Agro Agroli Pestici Crop
No. ulf Agro als & Indust
Tech fe des Guar
Industri ries
India d
es
Revenue from (₹ in 4,872. 4,323. 4,481. 12,107 14,503. 7,161.4 3,942.
1 operations million) 10 69 56 .95 4,356.67 73 3 08
(₹ in 472.4 466.2 303.3 1,658. 2,597.5 2,137.7
2 EBITDA million) 3 7 3 14 682.77 7 2 443.37
3 EBITDA Margin (%) 9.70 10.78 6.77 13.69 15.67 17.91 29.85 11.25
(₹ in 386.4 408.4 251.4 1,539. 2,399.7 2,052.6
4 EBIT million) 2 4 5 77 595.47 5 6 390.66

130
 Bhagira
Basa Dhar
dha Heran
nt Best India maj
S. Indog Aries Chemic ba
Particulars Units Agro Agroli Pestici Crop
No. ulf Agro als & Indust
Tech fe des Guar
Industri ries
India d
es
5 EBIT Margin (%) 7.93 9.45 5.61 12.72 13.67 16.55 28.66 9.91
(₹ in 263.6 189.9 1,047. 1,890.6 1,579.5
6 PAT million) 3 73.38 4 62 357.48 3 2 286.90
7 PAT Margin (%) 5.41 1.70 4.24 8.65 8.21 13.04 22.06 7.28
Net Working (₹ in 1,151. 1,328. 725.8 2,118. 5,000.9 4,168.5
8 Capital million) 89 13 0 23 412.60 4 5 471.33
Inventory turnover
9 ratio (Times) 2.38 1.57 1.79 2.17 4.07 3.64 2.36 4.91
Fixed asset turnover
10 ratio (Times) 7.21 6.38 4.49 6.57 2.70 6.98 3.28 6.74
11 Debt-equity ratio (Times) 0.56 0.47 0.47 0.80 0.42 0.07 0.02 0.43
12 Return on net worth (%) 14.60 5.77 12.39 31.75 18.83 26.46% 24.76 33.79
Return on capital
13 employed (%) 13.81 14.13 13.46 25.91 22.06 31.30 31.47 32.56
Source: The financial information for listed industry peers mentioned above is sourced from the audited financial statements of the relevant
companies for Financial Year ended March 31, 2022 as available on the websites of the Stock Exchanges.

Notes:
1. Revenue from Operations means the revenue from operations as appearing in the Restated Consolidated Financial Information
2. EBITDA is calculated as profit / (loss) for the year, plus total tax expense (credit) for the year, finance costs and depreciation and
amortization expenses, excluding other Income.
3. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations.
4. EBIT is calculated as profit / (loss) for the year plus total tax expense / (credit) plus finance costs, excluding other Income.
5. EBIT Margin (%) is computed as EBIT divided by revenue from operations, excluding other Income.
6. Profit after Tax means profit / (loss) for the year from continuing operations as appearing in the Restated Consolidated Financial
Information.
7. Profit after Tax Margin refers to the percentage margin derived by dividing profit after tax by revenue from operations.
8. Net working capital has been calculated as total current assets minus total current liabilities.
9. Inventory turnover ratio is calculated as Cost of goods sold divided by inventory at the end of the year. Cost of goods sold includes
cost of raw material and components consumed; purchase of traded goods; and changes in inventories of finished goods, work-
in-progress and traded goods.
10. Fixed asset turnover ratio is calculated as revenue from operations divided by fixed assets at the end of the year. Fixed assets
includes property, plant and equipment; capital work-in-progress; intangible assets (including intangible assets under
development) and right-of-use assets.
11. Debt-equity ratio is calculated by dividing total debt (including both current and non-current borrowings) by the total equity for
the year/period.
12. Return on net worth refers to the profit for the year/period attributable to equity shareholders of our Company divided by total
equity for the year/period.
13. Return on Capital Employed is calculated as earnings before interest and tax divided by Capital Employed. Earnings before
interest and tax is calculated as profit / (loss) for the period / year plus total tax expense / (credit) plus finance costs, less other
income. Capital Employed is calculated as total equity plus total borrowings minus intangible assets (including intangible assets
under development).

I. Comparison of KPIs over time based on additions or dispositions to the business

Our Company has not undertaken a material acquisition or disposition of assets/ business for the periods
that are covered by the KPIs and accordingly, no comparison of KPIs over time based on additions or
dispositions to the business, have been provided.

J. Disclosures in relation to valuation of our Company

(a) The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities)

There has been no instance of issuance of Equity Shares or convertible securities, during the 18
months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more
that 5% of the paid-up share capital of our Company (calculated based on the pre-Offer capital
before such transaction(s)), in a single transaction or multiple transactions combined together over a
span of rolling 30 days (“Primary Issuance”).

131
(b) The price per share of our Company based on the secondary sale/ acquisition of shares (equity/
convertible securities)

There have been no secondary sales/ acquisitions of Equity Shares or any convertible securities, where
the Promoters, members of the Promoter Group, Selling Shareholders or Shareholder(s) having the
right to nominate director(s) on our Board are a party to the transaction (excluding gifts), during the
18 months preceding the date of this Draft Red Herring Prospectus, where either acquisition or sale is
equal to or more than 5% of the paid up share capital of our Company (calculated based on the pre-Offer
capital before such transaction/s), in a single transaction or multiple transactions combined together
over a span of rolling 30 days (“Secondary Transactions”).

Since there are no such transactions to report under 1 and 2 above, the following are the details of the
price per share of our Company basis the last five primary or secondary transactions (secondary
transactions where Promoters, members of the Promoter Group, Selling Shareholder, or
Shareholder(s) having the right to nominate Director(s) on the Board, are a party to the transaction),
not older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size
of transactions:

Primary transactions:

There are no primary transactions in the last three years preceding where our Promoters, Promoter Group,
Selling Shareholders, or shareholder(s) having the right to nominate director(s) on our Board are a party
to the transaction, in the last three years preceding the date of this Draft Red Herring Prospectus
irrespective of the size of the transaction.

Secondary transactions:

There have been no secondary transactions where our Promoters, Promoter Group, Selling Shareholders,
or shareholder(s) having the right to nominate director(s) on our Board are a party to the transaction, in
the last three years preceding the date of this Draft Red Herring Prospectus.

K. Weighted average cost of acquisition, floor price and cap price *

Types of transactions Weighted average Floor price (₹) Cap price (₹)
cost of acquisition (₹
per Equity Share)
Weighted average cost of acquisition Nil [•] times [•] times
of Primary Transactions
Weighted average cost of acquisition Nil [•] times [•] times
of Secondary Transactions
*As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated September
25, 2024.

L. Explanation for Offer Price / Cap Price being [•] times of WACA of Primary Issuance (set out in
VIII above) along with our Company’s key financial and operational metrics and financial ratios
for Fiscals 2024, 2023 and 2022.

[•]*

* To be included on finalisation of Price Band.

M. Explanation for Offer Price / Cap Price being [•] times of WACA of Secondary Transactions (set
out in VIII above) in view of the external factors which may have influenced the pricing of the
Offer.

[•]*

* To be included on finalisation of Price Band.

132
N. The Offer price is [●] times of the face value of the Equity Shares
The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLM on the
basis of the demand from investors for the Equity Shares of face value ₹10 each through the Book
Building process. Our Company, in consultation with the BRLM are justified of the Offer Price in view
of the above qualitative and quantitative parameters.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”,
Management Discussion and Analysis of Financial Condition and Results of Operations” and “Financial
Information” on pages 30, 220, 367 and 295, respectively, to have a more informed view. The trading
price of the Equity Shares of face value ₹10 each could decline due to the factors mentioned in the “Risk
Factors” on page 30 and you may lose all or part of your investments.

133
 STATEMENT OF SPECIAL TAX BENEFITS

To,

The Board of Directors

Indogulf Cropsciences Limited
501, Gopal Heights, Netaji Subhash Place,
New Delhi – 110034
Delhi, India

Systematix Corporate Services Limited

The Capital, A-Wing, No. 603-606, 6th Floor,
Plot No. C-70, G-Block, Bandra-Kurla Complex,
Bandra (East), Mumbai – 400051

Dear Sir/Madam,

Re: Statement of possible special tax benefits available to Indogulf Cropsciences Limited and its
shareholders prepared in accordance with the requirements under Schedule VI (Part A)(9)(L) of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
as amended (“SEBI ICDR Regulations”)

Sub: Proposed initial public offering of equity shares of face value of ₹ 10 each (the “Equity Shares”) of
Indogulf Cropsciences Limited (the “Company” and such offer, the “Offer”)

1. We, Devesh Parekh & Co, Chartered Accountants (“the Firm”), the statutory auditors of the Company, hereby
confirm the enclosed statement (“Statement”) in the Annexure prepared and issued by the Company, which
provides the possible special tax benefits under Income-tax Act, 1961 (‘Act’) presently in force in India viz.
the Income-tax Act, 1961, (‘Act’), the Income-tax Rules, 1962, (‘Rules’), regulations, circulars and
notifications issued thereon, as applicable to the assessment year 2025-26 relevant to the financial year 2024-
25, possible special tax benefits under the Central Goods and Services Tax Act, 2017 / the Integrated Goods
and Services Tax Act, 2017 and applicable State Goods and Services Tax Act, 2017 (“GST Acts”), the
Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”), as amended by the
Finance Act 2024 including the relevant rules, notifications and circulars issued there under, applicable for the
Financial Year (“FY”) 2024-25 relevant to the Assessment Year (“AY”) 2025-26 presently in force in India
for inclusion in the Draft Red Herring Prospectus(“DRHP”), Red Herring Prospectus and the Prospectus
(collectively, the “ Offer Documents”) for the proposed initial, available to the Company and its shareholders.
Several of these benefits are dependent on the Company and its shareholders, as the case may be, fulfilling the
conditions prescribed under the relevant provisions of the Act. Hence, the ability of the Company and its
shareholders to derive the special tax benefits is dependent upon their fulfilling such conditions, which based
on business imperatives the Company and its shareholders face in the future, the Company and its shareholders
may or may not choose to fulfil.

2. This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended
(“SEBI ICDR Regulations”). While the term ‘special tax benefits’ has not been defined under the SEBI ICDR
Regulations, it is assumed that with respect to special tax benefits available to the Company, the same would
include those benefits as enumerated in the statement. Any benefits under the Taxation Laws other than those
specified in the statement are considered to be general tax benefits and therefore not covered within the ambit
of this statement. Further, any benefits available under any other laws within or outside India, except for those
specifically mentioned in the statement, have not been examined and covered by this statement.

3. Our views are based on the existing provisions of law and its interpretation, which are subject to change from
time to time. We do not assume responsibility to update the views consequent to such changes.

4. The benefits discussed in the enclosed Statement cover the possible special tax benefits available to the
Company and its shareholders and do not cover any general tax benefits available to them.

134
5. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country
in which the non-resident has fiscal domicile.

6. The benefits stated in the enclosed Statement are not exhaustive and the preparation of the contents stated is
the responsibility of the Company’s management. We are informed that this statement is only intended to
provide general information to the investors and is neither designed nor intended to be a substitute for
professional tax advice. In view of the distinct nature of the tax consequences and the changing tax laws, each
investor is advised to consult their own tax consultant with respect to the specific tax implications arising out
of their participation in the issue and we shall in no way be liable or responsible to any shareholder or
subscriber for placing reliance upon the contents of this statement. Also, any tax information included in this
written communication was not intended or written to be used, and it cannot be used by the Company or the
investor, for the purpose of avoiding any penalties that may be imposed by any regulatory, governmental
taxing authority or agency.

7. We do not express any opinion or provide any assurance whether:

• The Company and its shareholders will continue to obtain these benefits in future;
• The conditions prescribed for availing the benefits have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.

8. The contents of the enclosed Statement are based on information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the
Company. We have relied upon the information and documents of the Company being true, correct, and
complete and have not audited or tested them. Our view, under no circumstances, is to be considered as an
audit opinion under any regulation or law. No assurance is given that the revenue authorities/ courts will concur
with the views expressed herein. Our Firm or any of partners or affiliates, shall not be responsible for any loss,
penalties, surcharges, interest or additional tax or any tax or non-tax, monetary or non-monetary, effects or
liabilities (consequential, indirect, punitive or incidental) before any authority / otherwise within or outside
India arising from the supply of incorrect or incomplete information of the Company.

9. This Statement is addressed to Board of Directors and BRLM and issued at specific request of the Company
for submission to the BRLM to assist them in conducting their due-diligence and documenting their
investigations of the affairs of the company in connection with the proposed Offer. This report may be
delivered to SEBI, the stock exchanges, to the Registrar of Companies, Delhi at New Delhi or to any other
regulatory and statutory authorities by the BRLM only when called upon by SEBI or the stock exchanges in
connection with any inspection, enquiry or investigation, as the case may be, to evidence BRLM due diligence
obligations pertaining to subject matter of this report or for any defence that the BRLM may wish to advance
in any claim or proceeding with SEBI or stock exchanges in connection with due diligence obligations of the
BRLM in the Offer pertaining to subject matter of this report. It should not be used by any other person or for
any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this report is shown or into whose hands it may come without our
prior consent in writing.

For DEVESH PAREKH & CO

Chartered Accountants
ICAI Firm Registration Number: 013338N

Partner: DEVESH PAREKH

Membership No. 092160
Place: Delhi
UDIN: 24092160BKDGEE4429

135
ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO
INDOGULF CROPSCIENCES LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS

Outlined below are the Possible Special Tax Benefits available to the Company, its shareholders and its
Subsidiaries under the Tax Laws. These Possible Special Tax Benefits are dependent on the Company, its
shareholders and its Subsidiaries fulfilling the conditions prescribed under the Tax Laws. Hence, the ability of the
Company and its shareholders and its Subsidiaries to derive the Possible Special Tax Benefits is dependent upon
fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may not choose
to fulfil.

The benefits discussed in the enclosed statement are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only
intended to provide general information to guide the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing
tax laws, each investor is advised to consult their own tax consultant with respect to specific tax implications
arising out of their participation in the issue. We are neither suggesting nor are we advising the investor to invest
money or not to invest money based on this statement.

Our views expressed in this statement are based on the facts and assumptions as indicated above and in the
statement. No assurance is given that the revenue authorities/courts will concur with the views expressed herein.

Our views are based on the existing provisions of law and its interpretation, which are subject to change from time
to time. We do not assume responsibility to update the views consequent to such changes. Reliance on this
statement is on the express understanding that we do not assume responsibility towards the investors who may or
may not invest in the proposed issue or to any third party relying on this statement.

STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY

AND TO THE SHAREHOLDERS

1. Special tax benefits available to the Company

1.1 As per Section 115BAA of the Income-tax Act, 1961 (“the Act”), a company has an option to pay income
tax in respect of its total income at a concessional tax rate of 22% (plus applicable surcharge and cess)
subject to satisfaction of certain conditions with effect from Financial Year 2019-20 (i.e., the Assessment
Year 2020-21).Such option once exercised shall apply to subsequent assessment years.

In such a case, the Company will not be allowed to claim any of the following deductions / exemptions under
the Act:

i) Deduction under Section 10AA of the Act (deduction for units in Special Economic Zone);

ii) Deduction under clause (iia) of sub-section (1) of Section 32 of the Act (Additional depreciation);

iii) Deduction under Section 32AD, Section 33AB, or Section 33ABA of the Act (Investment allowance in
backward areas, Investment deposit account, site restoration fund);

iv) Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or sub-section
(2AA) or sub-section (2AB) of Section 35 of the Act (Expenditure on scientific research);

v) Deduction under Section 35AD or Section 35CCC of the Act (Deduction for specified business,
agricultural extension project);

vi) Deduction under Section 35CCD of the Act (Expenditure on skill development);

vii) Deduction under any provisions of Chapter VI-A other than of Section 80JJAA or Section 80M of the
Act;

viii) Deduction under Section 80LA of the Act other than deduction applicable to a unit in the International
Financial Services Centre, as referred to in sub-section (1A) of Section 80LA of the Act;

136
 ix) No set off of any loss brought forward or unabsorbed depreciation from any earlier assessment year(s),
if such loss or depreciation is attributable to any of the deductions referred from clause (i) to (viii)
above; and

x) No set off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A of the
Act, if such loss or depreciation is attributable to any of the deductions referred from clause (i) to (viii)
above.

Additionally, the provisions of Section 115JB of the Act i.e., MAT shall not apply to such a company on
exercise of the option under Section 115BAA of the Act, as specified under sub-section (5A) of Section 115JB
of the Act. It is also required to submit the prescribed form with the Income-tax authorities within the specified
due date for filing Income-tax Return.

In this regard, from Assessment Year 2020-21 (relevant to Financial Year 2019-20) onwards, the Company
has opted to be covered under the provisions of Section 115BAA of the Act and is eligible for a reduced tax
rate of 22% (plus applicable surcharge and cess) subject to fulfilment of above conditions.

1.2 As per Section 80M of the Act, dividend received by the Company from any other domestic company, or a
foreign company shall be eligible for deduction while computing its total income for the relevant year. The
amount of such deduction would be restricted to the amount of dividend distributed by the Company up to one
month prior to the date of filing of its Income-tax return for the relevant year. Since the Company has
investments in Indian subsidiaries, foreign subsidiaries, it can avail of the above-mentioned benefit under
Section 80M of the Act.

1.3 As per Section 80JJAA of the Act, an assessee subject to tax audit under Section 44AB of the Act, is
entitled to claim a deduction of an amount equal to thirty per cent of additional employee cost incurred
in the course of business in the previous year, for three assessment years including the assessment year
relevant to the previous year in which such employment is provided, subject to the fulfilment of
prescribed conditions therein.

The deduction under Section 80JJAA is available even if the Company opts for concessional tax rate
under Section 115BAA of the Act.

1.4 As per the provisions of Section 35D of the Act, the Company may be entitled to amortize preliminary
expenditure, being specific expenditure incurred in connection with the issue for public subscription or being
other expenditure as prescribed under this Section. This is subject to the specified limit under the Act i.e.,
maximum 5% of the cost of the project or 5% of the capital employed in the business of the company. The
deduction is allowable for an amount equal to one-fifth of such expenditure for each of five successive previous
years beginning with the previous year in which the business commences or as the case may be, the previous
year in which the extension of the undertaking is completed, or the new unit commences production or
operation.

2. Special tax benefits available to the Shareholders of the company

There are no special tax benefit available to the Shareholders of Company for investing in the shares of the
Company. However, such shareholders shall be liable to concessional tax rates on certain incomes under the
extant provisions of the Act.

Section 112A of the Act provides for concessional rate of tax as mentioned hereinunder:

- for transfer before 23 July 2024

Long term capital gain arising on transfer of equity shares with effect from April 1, 2019 (i.e., Assessment
Year 2019-20) is subject to tax @ 10% subject to the prescribed conditions. Any long-term capital gain,
exceeding INR 1,00,000 arising from the transfer of a long-term capital asset (i.e., capital asset held for the
period of 12 months or more) being an Equity Share in a company or a unit of an equity-oriented fund wherein
Securities Transaction Tax (‘STT’) is paid on both acquisition and transfer, income tax is charged @ 10%
without giving effect to indexation. Further, the benefit of lower rate is extended in case STT is not paid on
acquisition / allotment of equity shares through Initial Public Offering.

137
 - for transfer on or after 23 July 2024
Long term capital gain arising on transfer of equity shares with effect from July 23, 2024 (i.e., Assessment
Year 2025-26) is subject to tax @ 12.50% subject to the prescribed conditions. Any long-term capital gain,
exceeding INR 1,25,000 arising from the transfer of a long-term capital asset (i.e., capital asset held for the
period of 12 months or more) being an Equity Share in a company or a unit of an equity-oriented fund wherein
STT is paid on both acquisition and transfer, income tax is charged @ 12.50% without giving effect to
indexation. Further, the benefit of lower rate is extended in case STT is not paid on acquisition / allotment of
equity shares through Initial Public Offering.

Section 111A of the Act provides for concessional rate of tax as mentioned hereinunder:

- for transfer before 23 July 2024

Short-term capital gains (provided the short-term capital gains exceed the basic threshold limit of exemption,
where applicable) arising from the transfer of a short-term capital asset (i.e. capital asset held for the period of
less than 12 months) being an Equity Share in a company or a unit of an equity-oriented fund wherein STT is
paid on both acquisition and transfer, is subject to tax @ 15%.

- for transfer on or after 23 July 2024

Short-term capital gains (provided the short-term capital gains exceed the basic threshold limit of exemption,
where applicable) arising from the transfer of a short-term capital asset (i.e. capital asset held for the period of
less than 12 months) being an Equity Share in a company or a unit of an equity-oriented fund wherein STT is
paid on both acquisition and transfer, is subject to tax @ 20%.

Separately, any dividend income received by the shareholders would be subject to tax deduction at source by
the company under section 194 @ 10%. However, in case of individual shareholders, this would apply only if
dividend income exceeds INR 5,000. Further, dividend income shall be taxable in the hands of the shareholders
at the rates as applicable in their case.

In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country
in which the non-resident shareholder has fiscal domicile.

NOTES:
1. The above is as per the Tax Laws as on date.
2. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary
manner only and is not a complete analysis or listing of all the existing and potential tax consequences
of the purchase, ownership and disposal of equity shares of the Company.
3. This Statement does not discuss any tax consequences in any country outside India of an investment in
the equity shares of the Company. The shareholders / investors in any country outside India are advised
to consult their own professional advisors regarding possible income tax consequences that apply to
them under the laws of such jurisdiction.

STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE

COMPANY AND TO THE SHAREHOLDERS

The Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union
Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, the Customs
Act, 1962 and the Customs Tariff Act, 1975 (collectively referred to as ‘Indirect tax’)

Based on the various documents and the evidences produced before us and discussion with the Management, we
would like to certify that the Company not availing any special tax benefit or exemption from tax which is
contingent upon fulfilment of conditions nor any other similar special tax benefits, other than stated below:

1. Special tax benefits available to the Company

1.1 Under the GST regime, all supplies of goods and services which qualify as export of goods or services
are zero-rated.On account of zero rating of supplies, the supplier will be entitled to claim Input Tax Credit
(ITC) in respect of input and input services used for such supplies and can seek refund of accumulated/
unutilized ITC.

138
 GST law inter-alia allows export of goods at zero rate on fulfilment of certain conditions. Exporters can
export goods under Bond / Letter of Undertaking (LUT) without payment of IGST and claim refund of
accumulated ITC. There is also an alternative available to export goods with payment of IGST and
subsequently claim refund thereof, as per the provisions of Section 54 of CGST Act. We understand that
the Company is undertaking exports under both the alternatives mentioned above.

1.2 The objective of RoDTEP scheme is to refund various duties and taxes incurred on the export of goods.
Under the scheme, rebate of taxes will be given in the form of electronic scrip which could be utilised
for payment of Basic Customs Duty.The Company is availing benefit under RoDTEP Scheme.

1.3 As per section 75 of the Customs Act, Central Government is empowered to allow duty drawback on
export of goods,where the imported materials are used in the manufacture of such exported goods. The
main principle is that the Government fixes a rate per unit of final article to be exported out of the country
as the drawback amount payable on such goods. The Company is availing such duty drawback benefit.

1.4 GST refund at Samba Plant

The GST refund under the Budgetary Support Scheme at Samba, J&K, provides eligible industrial units
a partial refund of the CGST and IGST paid after GST implementation. This scheme supports units that
were earlier enjoying excise duty exemptions by reimbursing a percentage of the taxes on value addition,
up to 58% of CGST and 29% of IGST. It aims to promote industrial growth in the region.

1.5 Turnover Incentive at Samba Plant

The Turnover Incentive at the Samba Plant provides eligible units with 2% of their annual turnover, with
a maximum cap of ₹50 lakh per unit, per year. This incentive is aimed at boosting production and sales
to promote industrial growth in the region. Units must meet specific production targets and comply with
the scheme's guidelines to qualify.

2. Special tax benefits available to the Shareholders of the Company

No special tax benefits available to the Shareholders of the Company under the Indirect Tax Laws.

NOTES:
1. The above is as per the Tax Laws as on date.
2. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary
manner only and is not a complete analysis or listing of all the existing and potential tax consequences of
the purchase, ownership and disposal of equity shares of the Company.
3. This Statement does not discuss any tax consequences in any country outside India of an investment in the
equity shares of the Company. The shareholders / investors in any country outside India are advised to
consult their own professional advisors regarding possible income tax consequences that apply to them
under the laws of such jurisdiction.

For Indogulf Cropsciences Limited

Sanjay Aggarwal
Managing Director
DIN: 00763635
Place: Delhi
Date: September 25, 2024

139
 SECTION V – ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data contained in this section is derived from the report “Industry
Research Report on Agrochemical Industry in India” dated September 18, 2024 (the “CareEdge Report”)
prepared and issued by CARE Analytics and Advisory Private Limited, appointed by us on September 18, 2024,
and exclusively commissioned and paid for by us in connection with the Offer. A copy of the CareEdge Report is
available on the website of our Company at investor.groupindogulf.com.

Unless otherwise indicated, all financial, operational, industry and other related information derived from the
CareEdge Report and included herein with respect to any particular year, refers to such information for the
relevant Fiscal. The information included in this section includes excerpts from the CareEdge Report and may
have been re-ordered by us for the purposes of presentation.

For more information, see “Risk Factors – Industry information included in this Draft Red Herring Prospectus
has been derived from an industry report commissioned by us for such purpose. There can be no assurance that
such third-party statistical, financial and other industry information is either complete or accurate.” on page 54.
Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation –
Industry and Market Data” on page 17.

[The remainder of this page has intentionally been left blank]

140
• Economic Outlook

1. Global Economy

Global growth, which stood at 3.2% in CY23, is anticipated to maintain this rate throughout CY24 and CY25.
The CY24 forecast has been adjusted upwards by 0.1 percentage point compared to the January 2024 World
Economic Outlook (WEO) Update, and by 0.3 percentage point compared to the October 2023 WEO. Despite
this, the expansion remains historically low, attributed to factors including sustained high borrowing costs,
reduced fiscal support, lingering effects of the COVID-19 pandemic and Russia’s Ukraine invasion, Iran–Israel
Cold War, sluggish productivity growth, and heightened geo-economic fragmentation.

Besides, Israel and Iran which have a long-standing history of conflict. Recently Israel launched an air strike on
the Iranian Consulate in Damascus, Syria targeting the high-ranking officials from Iran including Brig Gen
Mohammad Reza Zahedi a senior commander. He was instrumental in providing backing to the rebel groups who
were operating with an aim to destroy Israel. In retaliation Iran had launched more than 300 drones and missiles
on Israel. However, Israel intercepted almost 99% of the drones/missiles along with help from some countries like
US, France, UK and Jordan which intercepted missiles outlines the Israeli air space. With this the Middle East
tension is escalated which may have contagion effect on the world economy. Hence, ongoing escalation in Middle
East region would be key monitorable from the world economic growth perspective.

Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)

8.0%

6.0%
GDP growth (Y-o-Y %)

4.0%

2.0%

0.0%
CY19 CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
-2.0%

-4.0%

-6.0%

World Advanced Economies Emerging Market and Developing Economies

Notes: P-Projection; Source: IMF – World Economic Outlook, April 2024

Table 1: GDP growth trend comparison - India v/s Other Economies (Real GDP, Y-o-Y change in %)

Real GDP (Y-o-Y change in %)

CY20 CY21 CY22 CY23 CY24P CY25P CY26P CY27P CY28P CY29P
India -5.8 9.7 7.0 7.8 6.8 6.5 6.5 6.5 6.5 6.5
China 2.2 8.5 3.0 5.2 4.6 4.1 3.8 3.6 3.4 3.3
Indonesia -2.1 3.7 5.3 5.0 5.0 5.1 5.1 5.1 5.1 5.1
Saudi Arabia -3.6 5.1 7.5 -0.8 2.6 6.0 4.0 3.5 3.0 3.5
Brazil -3.3 4.8 3.0 2.9 2.2 2.1 2.1 2.0 2.0 2.0
Euro Area -6.1 5.9 3.4 0.4 0.8 1.5 1.4 1.3 1.3 1.2
United States -2.2 5.8 1.9 2.5 2.7 1.9 2.0 2.1 2.1 2.1
P- Projections; Source: IMF- World Economic Outlook Database (April 2024)

Advanced Economies Group

Advanced economies are expected to experience a gradual increase in growth, climbing from 1.6 % in CY23 to
1.7% in CY24 and further to 1.8% in CY25. The projection for CY24 has been adjusted upwards by 0.2 percentage
points compared to the January CY24 WEO Update, while the forecast for CY25 remains unchanged. This
adjustment primarily reflects a revision in US growth, compensating for a slight downward revision in the euro
area for CY25.

141
The United States is expected to see growth rise to 2.7% in CY24, followed by a slight slowdown to 1.9% in
CY25. This deceleration is attributed to gradual fiscal tightening and labor market softening, which dampen
aggregate demand. The CY24 projection has been revised upward by 0.6 percentage points since the January
CY24 WEO Update. This revision primarily reflects carryover effects from stronger-than-expected growth in the
fourth quarter of CY23, with some of this momentum expected to continue into CY24.

The Euro Area's growth is anticipated to rebound from its sluggish rate of 0.4% in CY23, mainly influenced by
significant exposure to the conflict in Ukraine. Projections indicate an increase to 0.8% in CY24 and further to
1.5% in CY25. This recovery is driven by stronger household consumption, as the impact of elevated energy
prices diminishes and declining inflation bolsters real income growth. Despite a downward revision of 0.3
percentage points for Germany in both CY24 and CY25 due to persistent weak consumer sentiment, this
adjustment is largely balanced by upgrades for several smaller economies, including Belgium and Portugal.

Emerging Market and Developing Economies Group

Emerging market and developing economies are forecasted to maintain stable growth at 4.2% in both CY24 and
CY25. While there's a slowdown expected in emerging and developing Asia, this is counterbalanced by increasing
growth in economies across the Middle East, Central Asia, and sub-Saharan Africa. Low-income developing
countries are anticipated to experience a gradual growth uptick, starting at 4.0% in CY23 and climbing to 4.7%
in CY24 and 5.2% in CY25, as certain constraints on near-term growth begin to ease.

The economic forecast for emerging and developing Asia reveals a modest deceleration in growth, with
projections indicating a decline from 5.6% in CY23 to 5.2% in CY24 and 4.9% in CY25. China's trajectory
reflects a slowdown, transitioning from 5.2% in CY23 to 4.6% in CY24 and 4.1% in CY25 due to fading post-
pandemic stimuli and ongoing property sector challenges. In contrast, India's growth remains robust, with
anticipated rates of 6.8% in CY24 and 6.5% in CY25, bolstered by resilient domestic demand and a burgeoning
working-age populace.

The Indonesian economy is expected to register growth of 5.0% in CY24 and 5.1% in CY25 with a strong
domestic demand, a healthy export performance, policy measures, and normalization in commodity prices. In
CY22, Saudi Arabia’s growth slowed at -0.8% in CY23 attributed to lower oil production. CY24 is predicted to
see a revamp in the growth rates to 2.6% on account of Vision 2030 reforms that helped advance the country’s
economic diversification agenda, including through reduced reliance on oil. Going forward, GDP is expected to
grow at 6.0% and 4.0% in CY25 and CY26, respectively. On the other hand, Brazil's growth is projected to ease
to 2.2% in CY24, driven by fiscal consolidation, the lingering impact of tight monetary policies, and reduced
contributions from the agricultural sector.

Despite the turmoil in the last 2-3 years, India bears good tidings to become a USD 5 trillion economy by CY27.
According to the IMF dataset on Gross Domestic Product (GDP) at current prices, the nominal GDP has been
estimated to be at USD 3.6 trillion for CY23 and is projected to reach USD 5.3 trillion by CY27 and USD 6.4
trillion by CY29. India’s expected GDP growth rate for coming years is almost double compared to the world
economy.

Besides, India stands out as the fastest-growing economy among the major economies. The country is expected
to grow at more than 6.5% in the period of CY24-CY29, outshining China’s growth rate. By CY27, the Indian
economy is estimated to emerge as the third-largest economy globally, hopping over Japan and Germany.
Currently, it is the third-largest economy globally in terms of Purchasing Power Parity (PPP) with a ~7.6% share
in the global economy, with China [~18.7%] on the top followed by the United States [~15.6%]. Purchasing Power
Parity is an economic performance indicator denoting the relative price of an average basket of goods and services
that a household needs for livelihood in each country.

Despite Covid-19’s impact, high inflationary environment and interest rates globally, and the geopolitical tensions
in Europe, India has been a major contributor to world economic growth. India is increasingly becoming an open
economy as well through growing foreign trade. Despite the global inflation and uncertainties, Indian economy
continues to show resilience. This resilience is mainly supported stable financial sector backed by well-capitalized
banks and export of services in trade balance. With this, the growth of Indian economy is expected to fare better
than other economies majorly on account of strong investment activity bolstered by the government’s capex push
and buoyant private consumption, particularly among higher income earners.

142
2. Indian Economic Outlook

• GDP Growth and Outlook

Resilience to External Shocks remains Critical for Near-Term Outlook

India’s real GDP grew by 7.0% in FY23 and stood at ~Rs. 161 trillion, as per the First Revised Estimate, despite
the pandemic in previous years and geopolitical Russia-Ukraine spillovers. In Q1FY24, the economic growth
accelerated to 8.2%. The manufacturing sector maintained an encouraging pace of growth, given the favorable
demand conditions and lower input prices. The growth was supplemented by a supportive base alongside robust
services and construction activities. This momentum remained in the range in the Q2FY24 with GDP growth at
8.1%, mainly supported by acceleration in investments. However, private consumption growth was muted due to
weak rural demand and some moderation in urban demand amid elevated inflationary pressures in Q2FY24. The
GDP growth number improved for Q3FY24 at 8.6%.

India's GDP at constant prices surged to Rs. 47.24 trillion in Q4FY24 from Rs. 43.84 trillion in Q4FY23, marking
a 7.8% growth rate. This upswing was fueled by robust performances in construction, mining & quarrying, utility
services, and manufacturing sectors and investment drove the GDP growth, while both private and government
consumption remained subdued.

Real GDP in the year FY24 is estimated to grow at 8.2% at Rs. 173.82 trillion as per provisional estimate of the
Ministry of Statistics and Programme Implementation. It is expected that domestic demand, especially investment,
to be the main driver of growth in India, amid sustained levels of business and consumer confidence.

GDP Growth Outlook

• Driven by fixed investment and improving global environment, domestic economic activity continues to
expand. The provisional estimates (SAE) placed real GDP growth at 8.2% for FY24.

• Industrial activity led by manufacturing continues its momentum on the back of strengthening domestic
demand. The eight-core industries also show healthy growth. Moreover, services sector shows exhibit
broad based buoyancy. The purchasing managers’ index for both manufacturing and services continues
to exhibit a sustained and healthy expansion.

• The outlook for agriculture and rural activity appears bright owing to good rabi wheat crop and expected
improvements in kharif crop due to expected normal south-west monsoon. This combined with
increasing rural demand on the back of improving farm activity, improvement in informal activity,
improving employment condition, and alleviating inflationary pressures are expected to boost private
investment. Additionally, consumption is expected to support economic growth in FY25 owing to
strengthening rural demand.

• Investment activity is also expected to be further supported by sustained and robust government
spending, strong financial positions of banks and corporations, increasing capacity utilization, and rising
business confidence as indicated by surveys. Additionally, improving global economic growth and trade
prospects are expected to boost external demand for goods and services.

Persistent geopolitical tensions and volatility in international commodity prices do pose risk to this outlook. Based
on these considerations, the RBI, in its June 2024 monetary policy, has projected real GDP growth at 7.2% y-o-y
for FY25.

Table 2: RBI's GDP Growth Outlook (Y-o-Y %)

FY25P Q1FY25P Q2FY25P Q3FY25P Q4FY25P

7.2% 7.3% 7.2% 7.3% 7.2%
Note: P-Projected; Source: Reserve Bank of India

• Gross Value Added (GVA)

Gross Value Added (GVA) is the measure of the value of goods and services produced in an economy. GVA gives
a picture of the supply side whereas GDP represents consumption.

143
Industry and Services sector leading the recovery charge

• The gap between GDP and GVA growth turned positive in FY22 (after a gap of two years) due to robust
tax collections. Of the three major sector heads, the service sector has been the fastest-growing sector in
the last 5 years.

• The agriculture sector was holding growth momentum till FY18. In FY19, the acreage for the rabi crop
was marginally lower than the previous year which affected the agricultural performance. Whereas FY20
witnessed growth on account of improved production. During the pandemic-impacted period of FY21,
the agriculture sector was largely insulated as timely and proactive exemptions from COVID-induced
lockdowns to the sector facilitated uninterrupted harvesting of rabi crops and sowing of kharif crops.
However, supply chain disruptions impacted the flow of agricultural goods leading to high food inflation
and adverse initial impact on some major agricultural exports. However, performance remained steady
in FY22.

In FY23, the agriculture sector performed well despite weather-related disruptions, such as uneven monsoon and
unseasonal rainfall, impacting yields of some major crops and clocked a growth of 4% y-o-y, garnering Rs. 22.3
trillion.

In Q1FY24, this sector expanded at a slower pace of 3.7% y-o-y growth compared to y-o-y growth a quarter ago.
This further stumbled to 1.7% in Q2FY24.Further, its experienced y-o-y growth of 0.4% in Q3 and 0.6% in Q4.
leading to expectations of a modest 1.4% rise for the full year, contrasting sharply with the 4.7% growth recorded
in FY23. In the Interim Budget 2024-25, the government plans to boost private and public investment in post-
harvest activities and expand the application of Nano-DAP across agro-climatic zones. Strategies for self-reliance
in oilseeds and dairy development are to be formulated, alongside ramping up the Pradhan Mantri Matsaya
Sampada Yojana and establishing Integrated Aquaparks. Allocation for PM-Formalisation of Micro Food
Processing Enterprises scheme has increased from Rs. 639 in FY24 to Rs. 880 crores in FY25.

Going forward, rising bank credit to the sector and increased exports will be the drivers for the agriculture sector.
However, a deficient rainfall may have impact on the reservoir level, weighing on prospects of Kharif sowing.
Considering these factors, the agriculture sector is estimated to attain Rs. 23.7 trillion and mark 1.4% y-o-y growth
for complete FY24.

• From March 2020 onwards, the nationwide lockdown due to the pandemic significantly impacted the
industrial sector. In FY20 and FY21, this sector felt turbulence due to the pandemic and recorded a
decline of 1.4% and 0.9%, respectively, on a y-o-y basis. With the opening up of the economy and
resumption of industrial activities, it registered 11.6% y-o-y growth in FY22, albeit on a lower base.

The industrial output in FY23 grew by only 2.1% with estimated value Rs. 44.74 trillion owing to decline in
manufacturing activities.

The industrial sector grew by 6.0% in Q1FY24, while Q2FY24 growth was up by 13.6% owing to positive
business optimism and strong growth in new orders supported manufacturing output. The industrial growth was
mainly supported by sustained momentum in the manufacturing and construction sectors. Within manufacturing,
industries such as pharma, motor vehicles, metals, petroleum and pharma witnessed higher production growth
during the quarter. The construction sector (13.6% growth in Q2FY24) benefited from poor rainfall during August
and September and higher implementation of infrastructure projects. This was reflected in robust cement and steel
production and power demand in Q2FY24. Overall, H1FY24 picked up by 9.3% with manufacturing and
construction activities witnessing significant acceleration. In Q3FY24, growth rate slowed down to 10.5%. It
further fell down to 8.4% in Q4FY24.

India’s industrial sector is experiencing strong growth, driven by significant expansion in manufacturing, mining,
and construction. This growth is supported by positive business sentiment, declining commodity prices, beneficial
government policies like production-linked incentive schemes, and efforts to boost infrastructure development.
These factors collectively contribute to the sustained buoyancy in industrial growth due to which the industrial
growth is estimated at 9.5% on y-o-y basis registering the value of Rs. 48.9 trillion in FY24.

• The Services sector was the hardest hit by the pandemic and registered an 8.2% y-o-y decline in FY21.
The easing of restrictions aided a fast rebound in this sector, with 8.8% y-o-y growth witnessed in FY22.

144
Overall, in FY23, benefitting from the pent-up demand, the service sector was valued at Rs. 80.6 trillion and
registered growth of 10.0% y-o-y.

In Q1FY24, the services sector growth jumped to 10.7%. Within services, there was a broad-based improvement
in growth across different sub-sectors. However, the sharpest jump was seen in financial, real estate, and
professional services. Trade, hotels, and transport sub-sectors expanded at a healthy pace gaining from strength
in discretionary demand. The service sector growth in Q2FY24 moderated to 6.0% partly due to the normalization
of base effect and some possible dilution in discretionary demand. Considering these factors, service sector
marked 8.3% growth in H1FY24. In Q3FY24 growth increased to 7.1% compared to 7.2% last year in the same
quarter. In Q4FY24, growth declined to 6.7% compared to 7.2% last year in the same quarter.

With this performance, steady growth in various service sector indicators like air passenger traffic, port cargo
traffic, GST collections, and retail credit are expected to support the services sector. With this, the growth of
service sector is estimated at Rs. 86.7 trillion registering 7.6% growth in FY24 overall.

Table 3: Sectoral Growth (Y-o-Y % Growth) - at Constant Prices

At constant Prices FY19 FY20 FY21 FY22 FY23 (FRE) FY24 (PE)
Agriculture, Forestry & Fishing 2.1 6.2 4.1 3.5 4.7 1.4
Industry 5.3 -1.4 -0.9 11.6 2.1 9.5
Mining & Quarrying -0.9 -3.0 -8.6 7.1 1.9 7.1
Manufacturing 5.4 -3.0 2.9 11.1 -2.2 9.9
Electricity, Gas, Water Supply & Other 7.9 2.3 -4.3 9.9 9.4 7.5
Utility Services
Construction 6.5 1.6 -5.7 14.8 9.4 9.9
Services 7.2 6.4 -8.2 8.8 10.0 7.6
Trade, Hotels, Transport, 7.2 6.0 -19.7 13.8 12.0 6.4
Communication & Broadcasting
Financial, Real Estate & Professional 7.0 6.8 2.1 4.7 9.1 8.4
Services
Public Administration, Defence and 7.5 6.6 -7.6 9.7 8.9 7.8
Other Services
GVA at Basic Price 5.8 3.9 -4.2 8.8 6.7 7.2
Note: FRE – First Revised Estimates, PE – Provisional Estimate; Source: MOSPI

• Investment Trend in Infrastructure

Gross Fixed Capital Formation (GFCF), which is a measure of the net increase in physical assets, witnessed an
improvement in FY22. As a proportion of GDP, it is estimated to be at 33.4%, which is the highest level in 5 years
(since FY17). In FY23, the ratio of investment (GFCF) to GDP remained flat at 33.3%. Continuing in its growth
trend, this ratio has reached 33.5% in FY24.

Chart 2: Gross Fixed Capital Formation (GFCF) as % of GDP (At constant prices):

33.4% 33.5%
33.3%

32.4%

31.1% 31.1%
30.8% 30.8%

FY17 FY18 FY19 FY20 FY21 FY22 FY23 [FRE] FY24 [PE]
Note: 3RE – Third Revised Estimate, 2RE – Second Revised Estimates, 1RE – First Revised Estimates, PE – Provisional Estimate,
FAE-First Advance Estimate; Source: MOSPI

145
Overall, the support of public investment in infrastructure is likely to gain traction due to initiatives such as
Atmanirbhar Bharat, Make in India, and Production-linked Incentive (PLI) scheme announced across various
sectors.

• Industrial Growth

Improved Core and Capital Goods Sectors helped IIP Growth Momentum

The Index of Industrial Production (IIP) is an index to track manufacturing activity in an economy. On a
cumulative basis, IIP grew by 11.4% y-o-y in FY22 post declining by 0.8% y-o-y and 8.4% y-o-y, respectively,
in FY20 and FY21. This high growth was mainly backed by a low base of FY21. FY22 IIP was higher when
compared with the pre-pandemic level of FY20, indicating that while economic recovery was underway.

During FY23, the industrial output recorded a growth of 5.2% y-o-y supported by a favorable base and a rebound
in economic activities. The period April 2023 – March 2024, industrial output grew by 5.9% compared to the
5.2% growth in the corresponding period last year. For the month of April 2024, the IIP growth increased to 5.0%
compared to the last year’s 4.6%, on account of growth in mining and electricity. The manufacturing sector grew
modestly with the top three contributors being Manufacture of basic metals, Manufacture of coke and refined
petroleum products, and Manufacture of motor vehicles, trailers and semi-trailers.

So far in the current fiscal, the government's spending on infrastructure has been strong, but private investment
hasn't picked up significantly yet. Consumer durables production increased due to favorable conditions, while
non-durables saw a slight decline. Urban demand is driving consumption, while rural demand is still recovering.
Good monsoon forecasts are positive, but high unemployment and food inflation pose challenges.
Infrastructure/construction output is growing well due to government spending. Private investment and
manufacturing capacity utilization are increasing, supporting hopes for private sector growth. Good monsoon
could boost rural demand, but food inflation remains a concern. Overall, sustained improvements in consumption
and private investment are crucial for industrial performance.

Chart 3: Y-o-Y growth in IIP (in %)

11.4
Y-o-Y growth in IIP (in

5.2 5.9
4.0 4.6 4.4 3.8
3.3 3.3
%)

-0.8
FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

FY24

-8.4
Source: Mospi

• Consumer Price Index

India’s consumer price index (CPI), which tracks retail price inflation, stood at an average of 5.5% in FY22 which
was within RBI’s targeted tolerance band of 6%. However, consumer inflation started to upswing from October
2021 onwards and reached a tolerance level of 6% in January 2022. Following this, CPI reached 6.9% in March
2022.

CPI remained elevated at an average of 6.7% in FY23, above the RBI’s tolerance level. However, there was some
respite toward the end of the fiscal wherein the retail inflation stood at 5.7% in March 2023, tracing back to the
RBI’s tolerance band. Apart from a favorable base effect, the relief in retail inflation came from a moderation in
food inflation.

In FY24, the CPI moderated for two consecutive months to 4.7% in April 2023 and 4.3% in May 2023. This trend
snapped in June 2023 with CPI rising to 4.9%. In July 2023, the CPI had reached its highest point at 7.4%, this
was largely due to increase in food prices. The notable surge in vegetable prices and in other food categories such

146
as cereals, pulses, spices, and milk have driven this increase. In August 2023, the food inflation witnessed some
moderation owing to government’s active intervention. This was further moderated for second consecutive month
in September 2023 to 5%, led by a sharp correction in vegetables prices and lower LPG prices. Helped by deflation
in the fuel and light category, the retail inflation in October 2023 softened at 4.9%. This trend revsered in
November 2023 due to spike in certain vegetable prices as well as sticky inflation in non-perishable food items
such as cereals, pulses and spices and the CPI rose to 5.6%. In the month of December 2023, elevated food prices
and an unfavourable base drove headline inflation to a four-month peak of 5.7%. However in the month of January
and February, food prices softened and the inflation was reported at 5.1% for both the months. March witnessed
furthur softning of prices registering 4.9% growth. For FY24 inflation moderated to 5.4% which are within the
boundaries set of 2% to 6% by the RBI.

High inflation in specific food items poses inflation risk, even though normal monsoon forecasts are improving
the food inflation outlook. This makes it crucial to monitor monsoon distribution. Government measures like the
Open Market Sale Scheme (OMSS) and export restrictions aim to stabilize food prices. Additionally, recent move
to cut LPG cylinder prices have sustained deflation in fuel and light category. While government initiatives are
expected to mitigate upward price pressure, external risks from geopolitical tensions may affect supply chains and
commodity prices. The numbers for May FY25 show an increase in inflation growth y-o-y to 4.7% as compared
to inflation growth y-o-y of 4.3% in May FY24.

Chart 4: Retail Price Inflation in terms of index and Y-o-Y Growth in % (Base: 2011-12=100)

5.9%
6.7%
6.2% 163.8 174.7
184.1 179.1 187.6
Retail price index (number)

146.3 155.3
4.9% 135.0 139.6 4.7%
118.9 124.7 130.3 4.8% 5.5% 4.3%
110.0 112.2 4.5% 5.4%

3.4%

Y-o-Y growth in %
3.6%
2.0%
FY16

FY21

May'23
FY13

FY14

FY15

FY17

FY18

FY19

FY20

FY22

FY23

FY24

May'24
Index number Y-o-Y growth in %

Source: MOSPI

The CPI is primarily factored in by RBI while preparing their bi-monthly monetory policy. At the bi-monthly
meeting held in June 2024, RBI projected inflation at 4.5% for FY25 with inflation during Q1FY25 at 4.9%,
Q2FY25 at 3.8%, Q3FY25 at 4.6% and Q4FY25 at 4.5%.

Considering the current inflation situation, RBI has kept the repo rate unchanged at 6.5% again in the June 2024
meeting of the Monetary Policy Committee.

Chart 5: RBI historical Repo Rate

7.00
6.00
5.00
4.00
3.00
2.00
1.00
0.00
Oct-18

Oct-20

Aug-23
Oct-23
Jun-18
Aug-18

Jun-19
Aug-19
Oct-19

Jun-20
Aug-20

Jun-21
Aug-21
Oct-21

Jun-22
Aug-22
Oct-22

Jun-23

Jun-24
Feb-18
Apr-18

Feb-19
Apr-19

Feb-20
Apr-20

Feb-21
Apr-21

Feb-22
Apr-22

Feb-23
Apr-23

Feb-24
Apr-24
Dec-18

Dec-19

Dec-20

Dec-21

Dec-22

Dec-23

Source: RBI

147
In a meeting held in June 2024, RBI also maintained the liquidity adjustment facility (LAF) corridor by adjusting
the standing deposit facility (SDF) rate of 6.25% as the floor and the marginal standing facility (MSF) at the upper
end of the band at 6.75%.

Further, the central bank continued to remain focused on the withdrawal of its accommodative stance. While
headline inflation has started easing due to softening in core component and economic activity has been resilient
supported by domestic and investment demand, volatility in food proces due to adverse weather conditions pose
a risk to the path of disinflation. Given the uncertainities in food prices that might derail the path to bring down
inflation, the Central Bank has decided to be vigilant and maintain an active disinflationary stance to ensure
complete transmission of past rate cuts and anchoring of inflation expectations until a better alignment of the
headline CPI inflation with the target is achieved.

• Share of Agriculture in India’s GDP

Agriculture is the primary source of livelihood for about 58% of India’s population. As a result, the share of
agriculture and allied sectors to the total economy’s Gross Value Added (GVA) has been significant and has
increased over the years as shown in the table.

Table 4: Percentage share of GVA of Agriculture and Allied Sector in Total Economy (At Current Prices)

Year % Share
2011-12 18.5
2012-13 18.2
2013-14 18.6
2014-15 18.2
2015-16 17.7
2016-17 18.0
2017-18 18.3
2018-19 17.6
2019-20 18.3
2020-21 20.4
2021-22 18.9
2022-23 18.2
2023-24 (SAE) 17.6
Source: PIB Release, MOSPI; SAE: Second Advance Estimates

As of 2022-23, the agriculture sector is the largest employer of the workforce and accounted for a sizeable 18.2%
of the Gross Value Added (GVA) of the country. Growth in allied sectors including livestock, dairying, and
fisheries has also been the major drivers of overall growth in the sector.

Further, the expansion in the share of agriculture and allied sector’s GVA is backed by an upward trend in the
GVA of agriculture activities. During the five-year period 2019-20 to 2023-24, the GVA for agriculture increased
at a CAGR of 3.3% from Rs. 19,943 billion in 2019-20 to Rs. 22,749 billion in 2023-24.

Chart 6: Trend in Agriculture GVA at Constant Prices (Rs. Billion)

23,000 7.0%
6.2% 6.0%
22,000
5.0%
21,000 4.1% 4.0%
4.0%
3.5%
20,000 3.0%
1.8% 2.0%
19,000
19,943 20,763 21,491 22,343 22,749
1.0%
18,000 0.0%
2019-20 2020-21 2021-22 2022-23 2023-24

Rs. Billion (LHS) y-o-y % change (RHS)

Source: RBI, MOSPI

148
The growth in agriculture GVA has been supported by various measures on credit, market reforms, and food
processing. Moreover, several measures are in place to raise productivity and improve the marketing of
agricultural produce. Accordingly, the government has a large food management programme in place with
significant financial implications in terms of food subsidies.

Furthermore, the thriving agriculture sector is expected to result in more demand for agrochemicals in India, thus
aiding its overall production and consumption.

• Monsoon in India

The rainfall in India in the past decade has decreased marginally owing to extreme weather conditions. This
resulted in huge crop losses, adversely impacting the industry. Monsoons are integral to India, providing about
70% of annual rainfall and affecting major crops such as rice, wheat, sugarcane, soybeans, and groundnuts.

Further, meteorological experts have predicted that El Nino will weaken in 2024 and La Nina may develop with
a significant probability which will result in good rainfall. El Nino weather pattern has occurred many a time, the
most recent during June 2023 to September 2023.

India experienced extreme rainfall which later resulted in drought in several areas. Another reason affecting the
rainfall in India is rapid urbanization. The urban population in India is estimated to have increased from 403
million (31.6% of total population) in 2012 to 508 million (35.9% of total population) in 2022.

Chart 7: Trend in Rainfall in India (In MM)

1,400

1,200
Rainfall (in mm)

1,000

800

600

400
1,243

1,045

1,085

1,083

1,127

1,021

1,289

1,290

1,236

1,257

1,071
200

0
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Source: CareEdge Research, Maia Research

However, the warm and wet weather brought by the normal Indian monsoon will lead to more disease pests during
this period, which will promote the demand for agriculture and crop protection. The growth of the market segment
will further promote the development of the industry.

• Overview of Key Demographic Parameters

• Population growth and Urbanization

The trajectory of economic growth of India and private consumption is driven by socio-economic factors such as
demographics and urbanization. According to the world bank, India’s population in 2022 surpassed 1.42 billion
slightly higher than China’s population 1.41 billion and became the most populous country in the world.

Age Dependency Ratio is the ratio of dependents to the working age population, i.e., 15 to 64 years, wherein
dependents are population younger than 15 and older than 64. This ratio has been on a declining trend. It was as
high as 76% in 1982, which has reduced to 47% in 2022. Declining dependency means the country has an
improving share of working-age population generating income, which is a good sign for the economy.

149
Chart 8: Trend of India Population vis-à-vis dependency ratio

1.60 90%
1.40 80%
Population (in billion)

Dependency ratio (%)

76%
1.20 71% 70%
64% 60%
1.00 55%
47% 50%
0.80
1.42 40%
0.60 1.27
1.10 30%
0.40 0.91
0.73 20%
0.20 10%
0.00 0%
1982 1992 2002 2012 2022

Population (Billion) Dependency Ratio (%)

Source: World Bank Database

With an average age of 29, India has one of the youngest populations globally. With vast resources of young
citizens entering the workforce every year, it is expected to create a ‘demographic dividend’. India is home to a
fifth of the world’s youth demographic and this population advantage will play a critical role in economic growth.

Chart 9: Age-Wise Break Up of Indian population

7%

25%

Population ages 0-14

Population ages 15-64
Population ages 65 and above

68%

Source: World Bank Database

Chart 10: Yearly Trend - Young Population as % of Total Population

67.5% 67.8%
66.9% 67.2%
66.4% 66.7%
66.0%
65.7%
65.4%
65.1%

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Population Ages 15 - 64 (as % of total population)

Source: World Bank database

150
• Urbanization

The urban population is significantly growing in India. The urban population in India is estimated to have
increased from 403 million (31.6% of total population) in 2012 to 508 million (35.9% of total population) in the
year 2022. People living in Tier-2 and Tier-3 cities have greater purchasing power.

Chart 11: Urbanization Trend in India

35.9%
35.4%
Urban population (% of total

34.9%
34.5%
34.0%
population)

33.6%
33.2%
32.8%
32.4%
32.0%

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Source: World Bank Database

• Increasing Per Capita Disposable Income

Gross National Disposable Income (GNDI) is a measure of the income available to the nation for final
consumption and gross savings. Between the period FY14 to FY24, per capita GNDI at current prices registered
a CAGR of 8.88%. More disposable income drives more consumption, thereby driving economic growth.

The chart below depicts the trend of per capita GNDI in the past decade:

Chart 12: Trend of Per Capita Gross National Disposable Income

250,000
CAGR 214,951
198,125
200,000 (FY14-FY24)
8.88% 174,816
152,504 148,408
144,620
150,000 131,743
120,052
109,315
100,439
100,000 91,843

50,000

-
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
[FRE] [PE]

Per Capita Gross National Disposable Income

Note: 3RE – Third Revised Estimate, 2RE – Second Revised Estimates, 1RE – First Revised Estimates, PE – Provisional Estimate; Source:
MOSPI

151
• Increase in Consumer Spending

With increase in disposable income, there has been a gradual change in consumer spending behaviour as well.
Private Final Consumption Expenditure (PFCE) which is measure of consumer spending has also showcased
significant growth in the past decade at a CAGR of 9.46%. Following chart depicts the trend of per capita PFCE
at current prices:

Chart 13: Trend of Per Capita Private Final Consumption Expenditure (Current Price)

140,000
127,760
CAGR 118,755
120,000 (FY14-FY24)
9.46% 105,092
100,000 91,315 89,641
84,441
76,379
80,000 70,258
63,339
57,201
60,000 51,764

40,000

20,000

-
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
[FRE] [PE]

Per capita PFCE

Source: MOSPI

• Concluding Remarks

The major headwinds to global economic growth are escalating geopolitical tensions, volatile global commodity
prices, and a shortage of key inputs. Despite the global economic growth uncertainties, the Indian economy is
relatively better placed in terms of GDP growth compared to other emerging economies. According to IMF’s
forecast, it is expected to be 6.8% in CY24 compared to the world GDP growth projection of 3.2%. The bright
spots for the economy are continued healthy domestic demand, support from the government towards capital
expenditure, moderating inflation, investments in technology and improving business confidence.

Likewise, several high-frequency growth indicators including the purchasing managers index, auto sales, bank
credit, and GST collections have shown improvement in FY23. Moreover, normalizing the employment situation
after the opening up of the economy is expected to improve and provide support to consumption expenditure.

The India Meteorological Department (IMD) has made a significant forecast, predicting "above normal" rainfall
for the upcoming monsoon season, marking the first time in a decade that such an optimistic outlook has been
declared at the initial stage. This forecast, coupled with an anticipated eight-year-high rainfall, offers promising
prospects for the agrarian economy and inflation. The weakening of El Nino to a neutral stage in the early monsoon
season, followed by the likely development of La Nina conditions in the later part, adds to the positive outlook.
El Nino typically leads to suppressed rainfall during the Indian monsoon, whereas La Nina tends to enhance
rainfall activity. IMD's more optimistic prediction is expected to bolster agricultural growth and incomes, while
also potentially alleviating stubborn food inflation pressures.

At the same time, public investment is expected to exhibit healthy growth as the government has allocated a strong
capital expenditure of about Rs. 11.11 lakh crores for FY25. The private sector’s intent to invest is also showing
improvement as per the data announced on new project investments and resilience shown by the import of capital
goods. Additionally, improvement in rural demand owing to good rabi crop and an expected normal monsoon will
aid the investment cycle in gaining further traction.

152
• Agri Inputs

India is an agrarian country, where more than 50% people are dependent on agriculture for their livelihood and is
the largest producer of spices, pulses, milk, tea, cashew and jute & the 2nd largest producer of wheat, rice, fruits
and vegetables, sugarcane, cotton and oilseeds. Agricultural inputs, essential for enhancing farm productivity and
crop quality, encompass seeds, nutrients, and agrochemicals. High-quality seeds, including hybrid, open-
pollinated, and genetically modified varieties, form the foundation of successful crop production by offering traits
such as higher yield, disease resistance, and better adaptability. Nutrients, divided into macronutrients like
nitrogen, phosphorus, and potassium, and micronutrients such as iron and zinc, are crucial for plant growth and
development, typically provided through organic or synthetic fertilizers. Agrochemicals, including pesticides,
herbicides, fungicides, and plant growth regulators, play a significant role in managing pests, diseases, and weeds,
thereby ensuring healthy crop growth. The judicious use of these inputs can significantly boost agricultural
productivity, ensure sustainability, and support food security, although challenges such as accessibility,
affordability, environmental impact, and regulatory compliance need to be addressed to maximize their benefits
and minimize potential risks.

Chart 14: Flow of Agricultural Inputs Application of agrochemicals & fertilizers

Ploughing of Farming and Crop growing

Sowing of Seeds
Land Irrigation stage

Seeds

Seed is the fundamental and most critical input for sustainable agriculture. The effectiveness of all other inputs
largely depends on the quality of seeds. It is estimated that quality seeds alone contribute directly to about 15-
20% of total production, depending on the crop, and this contribution can be increased up to 45% with efficient
management of other inputs. The developments in the seed industry in India, particularly over the last 30 years,
have been very significant. The Government of India undertook major restructuring of the seed industry through
the National Seed Project Phase-I (1977-78), Phase-II (1978-79), and Phase-III (1990-1991), which strengthened
the necessary seed infrastructure. This restructuring marked the first turning point in shaping an organized seed
industry. Another significant milestone was the introduction of the New Seed Development Policy (1988-1989),
which transformed the seed industry's character. The policy provided Indian farmers with access to the best seeds
and planting materials available globally. It stimulated appreciable investments by private individuals, Indian
corporations, and MNCs in the Indian seed sector, with a strong R&D base for product development in each seed
company, emphasizing high-value hybrids of cereals and vegetables and hi-tech products such as Bt. Cotton. As
a result, farmers now have a wide range of products to choose from, and the seed industry today operates with a
‘farmer-centric’ and market-driven approach. However, there is an urgent need for State Seed Corporations to
transform themselves in terms of infrastructure, technologies, approach, and management culture to survive in the
competitive market and enhance their contribution to the national endeavor of increasing food production to attain
food and nutritional security.

The Indian seed program largely adheres to the limited generations’ system for seed multiplication in a phased
manner. The system recognizes three generations namely breeder, foundation and certified seeds and provides
adequate safeguards for quality assurance in the seed multiplication chain to maintain the purity of the variety as
it flows from the breeder to the farmer.

The seed industry is gaining attention due to the government authorizing FDI in the agriculture sector such as in
development and production of seeds and planting material.

Apart from this, leading seed companies are inculcating digital technologies to mitigate threats of pests, climate
etc. Along with this, data science, phenomic analysis, genomic sequencing etc. are being leveraged to enhance
production. However, there are certain challenges that are hampering the growth of this sector. For instance,
marginal investment in R&D, short shelf life, unpredictability of demand, lack of effective monitoring mechanism,
among others, are becoming a dampener in this growing sector.

153
Nutrients

Nutrients are essential for plant growth and development. They can be divided into macronutrients and
micronutrients:

• Macronutrients: These are required in large quantities and include nitrogen (N), phosphorus (P), and
potassium (K), commonly referred to as NPK. They are crucial for various plant functions such as
growth, energy transfer, and water regulation.

• Micronutrients: Needed in smaller quantities, these include elements like iron (Fe), manganese (Mn),
zinc (Zn), copper (Cu), molybdenum (Mo), boron (B), and chlorine (Cl). They play vital roles in enzyme
function and plant metabolism.

Nutrients are typically supplied through fertilizers, which can be organic (manure, compost) or inorganic
(synthetic chemical fertilizers). In India, the nutrient input in agriculture involves a combination of organic and
inorganic fertilizers, with a significant reliance on chemical fertilizers like nitrogen (N), phosphorus (P), and
potassium (K). The Indian government promotes the Nutrient Based Subsidy (NBS) scheme, which subsidizes
non-urea fertilizers to ensure their availability at affordable prices. This scheme encourages balanced fertilization,
crucial for maintaining soil health and productivity. Recent efforts include the introduction of fortified fertilizers
and promoting micronutrient-rich options to address soil-specific deficiencies.

Historically, the nutrient input in Indian agriculture has seen a substantial increase since the Green Revolution.
However, imbalanced fertilizer use remains a challenge, often skewed towards nitrogen over phosphorus and
potassium, leading to potential soil health issues. The government continues to adjust policies and subsidies to
address these imbalances and promote sustainable practices.

Furthermore, there are other forms of nutrients such as biofertilizers and biostimulants that support plant growth.
Unlike conventional fertilizers, which are typically chemical compounds, biofertilizers contain living organisms,
whereas biostimulants are comprised of non-living substances.

Agro-chemical

Agrochemicals (Crop protection products) are designed to protect crops from insects, diseases and weeds. They
do so by controlling pests that infect, consume or damage the crops. Uncontrolled pests significantly reduce the
quantity and quality of food production. The Food and Agriculture Organization (FAO) estimates that up to 40%
of food crops are lost due to plant pests and diseases annually. Furthermore, food crops must compete with 30,000
species of weeds, 3,000 species of nematodes and 10,000 species of plant-eating insects. Agrochemicals are the
last and one of the key inputs in agriculture for crop protection and better yield. Notably, India is in top 5 global
producer of agrochemicals.

The agrochemicals are diluted in recommended doses and applied on seeds, soil, irrigation water and crops to
prevent the damages from pests, weeds and diseases. Hence, for enhancing crop performance, increasing yields,
or managing pests, agrochemicals remain the most relevant and reliable solution in the current agricultural context.

Agrochemicals are broadly classified as insecticides, herbicides, fungicides, rodenticides etc. depending on the
type of pest they control.

Chart 15: Types of key Agro-Chemicals

Insecticides Fungicides Herbicides

• Control insect, pests which • Prevent and cures fungal plant • Prevents or reduces weeds,
reduce crop yields and quality diseases which hamper crop growth
and harvest

154
• Crop Protection & Nutrition Industry

The different types of nutrients and crop protection chemicals covered in the industry includes:

a. Bio-fertilisers

b. Pesticides

c. Bio stimulants

• Bio-fertilisers

Bio-fertilisers are substances that contain microbes, when supplied to soil boost fertility and contribute to plant
growth. Bio-fertilisers are required to restore soil fertility and also help in increasing the crop yield. They are
natural form of fertilisers.

• Pesticides

Pesticides are any substance or product that can prevent, destroy, repel, or mitigate pests.

• Bio stimulants

Bio-stimulants are substances used in seeds, plants, and rhizomes to stimulate natural processes and enhance
nutrient availability and improve abiotic stress tolerance etc.

3. Global Crop Protection & Nutrition Market Size

During 2019-2023, the market size of the global crop protection & nutrition industry grew at a CAGR of 7.7% on
account of continuous growth in agricultural activities. After a steady growth till 2022, the industry observed a
decline of about 2.4% in 2023 due to factors such as a slowdown in global demand, higher energy prices, and
erratic monsoons. However, it is expected to grow by 2.2% y-o-y in 2024. The expansion will be attributed to the
continuous upgrading of products and the development of technology and economic developments.

Further, Asia-Pacific (APAC), Europe and North America are the largest markets in terms of value owing to the
rising demand for commercial farming and adapting to changes in crop mix. APAC region is well-known for its
production of rice, soybeans, wheat, and horticultural crops such as fruits and vegetables, but it also faces issues
that affect agricultural productivity due to a variety of weeds targeting staple and commercial crops. As a result,
there is tremendous demand for crop protection chemicals. The rising use of pesticides and the adoption of
sustainable farming methods in countries across this region are driving the demand for nutrition & crop protection
chemicals.

Whereas Europe is the second-largest market for crop protection & nutrition, followed by North America. The
robust growth in the USA and Canada is contributing to the increase in the North American region.

Further, the shift in consumption patterns, change in trends of agricultural practices, usage of fertilisers &
chemicals by farmers to enhance crop yield and protect crops from pests, changing preferences of consumers
including concerns over the safety of food, and chemicals used in crop cultivation are raising the demand for
nutrition & crop protection chemicals. In addition, the healthy demand in the agriculture sector contributes to the
industry’s growth. Such factors are projected to facilitate the global crop protection & nutrition market growth at
a CAGR of about 5.3% over the forecast period 2023-2029.

155
Chart 16: Global Crop Protection & Nutrition Industry Market Size

160,000
Market Size (In USD million)

140,000
120,000
100,000
80,000
60,000

101,918

102,186

105,762

116,250

122,942

130,544

138,691
40,000
75,718

80,247

86,450

99,047
20,000
-
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F
Source: CareEdge Research, Maia Research
Note: Data is for calendar year; ‘F’ denotes Forecasted;

4. Global Crop Protection & Nutrition Industry - Demand Across Regions

The global crop protection & nutrition market is expected to grow on account of a substantial increase in the
production of food products worldwide. The rising consumption of food grains globally is expected to fuel market
expansion. APAC region holds the maximum market share with 41% in consumption followed by Europe at 19%.
South America and North America jointly accounted for 35% in 2023.

Chart 17: Region-Wise Global Crop Protection & Nutrition - Consumption Market Share in 2023

1%

4% APAC

17% Europe

41% South
America
North
America
18% Africa

Middle
East

19%

Source: CareEdge Research, Maia Research

• APAC - Crop Protection & Nutrition Demand

Asia-Pacific will continue to be the dominant region in the crop protection & nutrition industry and is projected
to grow by a CAGR of about 3.1% during the forecast period 2023-2029. Countries in this region, including
China, India, Japan, Australia, Indonesia, and Vietnam, are expanding the use of nutrition & crop protection
chemicals in order to boost overall crop production and yield.

China is one of the largest producers and consumers of nutrition & crop protection chemicals across the globe.
Despite COVID-19, the Chinese market has been catering to the demand and their exports have been stable. The

156
rising consumption is driven by the thriving agriculture industry, innovations, and the growing awareness of crop
protection chemicals. Moreover, factors such as the flourishing agricultural sector in the country, rising food
demand, and a huge population are driving the demand for nutrition & crop protection chemicals, leading to
increased production. In addition to that, the country has implemented various policy measures that benefit
agriculture and farmers such as agricultural tax relief and exemption, grain subsidies, seed subsidies, machinery
subsidies, and increased funding for rural infrastructure.

India is one of the largest producers of nutrition & crop protection chemicals globally and has a diverse range of
crops and agro-climatic zones. The agriculture sector in the country faces issues such as pests, diseases, and soil
deterioration, driving the demand for nutrition & crop protection chemicals.

The crop protection & nutrition market growth in Japan is influenced by the diverse agricultural sector with a
variety of crops, product innovations, advanced farming techniques, environmental regulations, and sustainable
practices. Further, the increasing demand for fruits and vegetables, driven by consumer choices with regard to diet
and health and significant demand for flower and ornamental plants are fueling the demand in this region. Also,
the rising population in the country is driving the crop protection & nutrition demands to ensure food security.
Moreover, Japan is likely to witness market expansion owing to large-scale farming operations, improved pest
management measures, and investments in crop protection & nutrition industry to improve yield and safeguard
crops.

The Australia crop protection & nutrition market encompasses a wide range of products, including pesticides,
fertilizers, and plant growth regulators, which play a vital role in crop protection, soil fertility management, and
yield optimization. Crop protection & nutrition help farmers mitigate the impact of pests, diseases, and weeds,
thereby ensuring healthy crop growth, minimizing yield losses, and maximizing farm productivity. The growth
trajectory in this country reflects the crucial role of nutrition & crop protection chemicals in supporting sustainable
agriculture, food security, and rural livelihoods in Australia.

Agriculture contributes significantly to Indonesia's economy, with the country being a major producer of
commodities such as palm oil, rubber, and coffee. It also contributes to rice production. The country's agricultural
sector is primarily focused on the production of export commodities such as rubber, cocoa, coffee, rice, and palm
oil, as well as the cultivation of horticulture crops such as soybeans, maize, rice, fruits, and vegetables for domestic
consumption, resulting in increased use of crop protection chemicals. As a result, farmers in the Indonesian market
heavily rely on nutrition and crop protection chemicals and are widely utilized in agriculture to manage pests,
crops, and weeds.

Vietnam's agriculture sector is characterized by small-scale farming and a varied range of crops such as coffee,
rice and cashew nuts. Agrochemicals have an important role in raising crop productivity and quality in agriculture.
The government's attempts to modernize agriculture and enhance exports will boost demand for agrochemicals in
this region. The usage of crop protection chemicals like insecticides and herbicides are generally in high in demand
due to intense farming methods. Furthermore, the individuals shift to more nutritious options and organic food
products will aid in advancement of pesticides and contribute to the growth of the crop protection & nutrition
market.

Moreover, rapid economic and population growth in emerging countries such as China and India are expected to
drive the demand for food grains. This will continue to play a role in the development of the global market.
Besides, technological advancements will continue to shape the industry with new and improvised technologies
in order to boost the efficiency and effectiveness of crop protection & nutrition products. This, in turn, will
increase the yield in the coming years.

157
Chart 18: Crop Protection & Nutrition Demand in APAC

47,295
45,109
30,000 50,000

42,530
40,555
36,631
In thousand tonnes

25,000

35,857

35,480
34,820
40,000

In USD million
30,581
28,043
20,000

26,779
30,000
15,000
20,000
10,000

26,357
22,894

23,249

24,446

24,307

23,736

23,923

24,777

25,813

27,773

28,537
5,000 10,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value
Source: CareEdge Research, Maia Research

• Europe - Crop Protection & Nutrition Demand

The crop protection & nutrition demand in Europe is projected to grow at a CAGR of 2.8% over the forecast
period, 2023-2029. Europe accounted for 19% of the global demand for nutrition & crop protection chemicals in
2023. The region is rich in crop diversity with a range of crops including fruits, vegetables, cereals, wine grapes
etc. Each of the crops has distinctive insect, disease, and weed stresses, prompting the requirement for
agrochemicals made according to its management. For example, fungicides are widely used in vineyards to control
fungal diseases and to protect grapevines against pests.

The demand for nutrition & crop protection chemicals is increasing as farmers seek to produce nutritious and
high-quality crops. Furthermore, agrochemical pest control measures, availability of agricultural land, and
investments made in the agricultural sector are expected to contribute to market growth. However, expansion may
be impeded by a stringent regulatory system and environmental concerns.

Chart 19: Crop Protection & Nutrition Demand in Europe

14,000 35,000
29,106
27,892

12,000 30,000
26,467
24,570
In thousand tonnes

23,131
22,455

10,000 25,000 In USD million

22,113
21,988
18,842
18,098

8,000 20,000
16,897

6,000 15,000

4,000 10,000
10,773

11,101

11,134

11,399

11,040

11,085

11,649

11,582

12,176

12,728

13,044

2,000 5,000

- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F
Source: CareEdge Research, Maia Research

• South America - Crop Protection & Nutrition Demand

The crop protection & nutrition market in South America was valued at USD 18,536 million in 2023. The
increasing demand for food and agricultural products mainly, corn and soybeans, is driving the demand in this
region. Accordingly, the expansion in the agriculture sector has resulted in increased usage of nutrition & crop
protection chemicals.

Furthermore, there is a growing awareness of environmental and health concerns associated with chemical use.
Although they help increase crop yield and overall productivity, they have a substantial impact on the ecosystem.
This has led to a gradual shift toward advanced farming methods, the development of eco-friendly agrochemicals,
and the expansion of organic farming.

158
Countries such as Brazil and Argentina have emerged as the fastest-growing markets for agrochemicals and are
more inclined toward organic farming. Brazil is the largest country with vast agricultural operations and has a
wide range of crop portfolios such as soybeans, sugar cane (cash crop), rice, cotton, coffee etc. Other countries
like Paraguay, Chile and Colombia are also contributing to the growth in agrochemical industry because of their
agricultural activities. Farmers are shifting to environmentally friendly and sustainable agriculture in order to
avoid water and soil contamination and crop failures, which is fuelling market demand. Furthermore, the support
from the Brazilian government is expected to boost the growth. The demand in this region is projected to grow by
a CAGR of about 4.5% over the forecast period 2023-2029.

Chart 20: Crop Protection & Nutrition Demand in South America

16,000 30,000

26,556
24,734
14,000

23,261
25,000

21,707
In thousand tonnes

12,000

19,634

In USD million
18,782
18,536
17,988
20,000
10,000
15,495
14,300
13,359

8,000 15,000
6,000
10,000
10,114

10,559

10,753

10,509

10,856

11,402

11,798

12,339

13,015

13,723
4,000
9,821

5,000
2,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

• North America - Crop Protection & Nutrition Demand

The crop protection & nutrition market in North America was valued at USD 20,082 million in 2023. It has
witnessed significant improvements and is growing on account of increased demand for food grains, shifting crop
mix patterns, and environmental regulations.

The United States and Canada are major producers of a wide range of crops, including grains like corn and wheat,
oilseeds like soybeans and canola, fruits, vegetables and specialty crops. Corn is an important crop in this region,
mainly in the United States, where it is used for a multiple purpose such as food, livestock feed, production of
ethanol, and industrial applications. On the other hand, soybeans are majorly grown in Canada as well as USA.
Another major important cash crop, cotton is mainly cultivated in the southern United States. Other specialty
crops produced in this region include almonds and other tree nut crops with California being the largest producer
in this market.

The rising demand for nutritional food and the need to increase production & productivity have led to the
utilization of agrochemicals by farmers to avoid crop loss. Moreover, the shift from synthetic chemicals to bio-
based chemicals has been observed in the region. This demand is driven by the rising adoption of sustainable
agricultural practices, innovations in methods, and the expansion of organic farming to improve yield and maintain
nutritional quality. Furthermore, investments in this area are expected to aid the market growth. The demand in
this region is projected to grow with a CAGR of 4.8% from 9,634 thousand tonnes in 2023 to 12,769 thousand
tonnes in 2029.

159
Chart 21: Crop Protection & Nutrition Demand in North America

14,000 35,000

28,859
In thousand tonnes

26,361
12,000 30,000

24,664

In USD million
23,806
21,145
10,000 25,000

20,790
20,082
19,445
17,396
8,000 20,000

15,881
6,000 14,996 15,000

10,264

10,520

10,904

11,114

11,742

12,769
4,000 10,000
9,434

9,482

9,915

9,841

9,634
2,000 5,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

• Africa - Crop Protection & Nutrition Demand

The demand in the African region has grown at a CAGR of around 1% during the period, 2019-2023. The crop
protection & nutrition market was valued at USD 3,619 million in 2023. Factors such as the rising population, the
increasing demand for food grains, and the growing awareness of utilizing nutrients and crop protection chemicals
are expected to propel the market growth.

In addition to rice, maize, fruits, and vegetables, Africa produces root and tuber crops such as sweet potatoes,
cassava, plantain, yam, and taro. Bananas and plantains are an important staple and and food security crops in
Sub-Saharan Africa. Furthermore, coffee is grown extensively in countries such as Ethiopia, Uganda, Tanzania,
and Kenya, where it is a key export commodity.

The demand in this region is projected to grow at a CAGR of 3.9% over the forecast period 2023-2029. However,
environmental risks and the growing use of synthetic/organic chemicals may hamper the growth.

Chart 22: Crop Protection & Nutrition Demand in Africa

3,000 6,000
5,008
4,688

2,500 5,000
In thousand tonnes

4,347
4,054

In USD million
3,791
3,649
3,619

2,000 4,000
3,463
2,981
2,845
2,674

1,500 3,000
1,000 2,000
1,968

2,014

2,033

2,073

2,054

2,111

2,204

2,206

2,309

2,469

2,591

500 1,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

• Middle East - Crop Protection & Nutrition Demand

The demand for nutrition and crop protection chemicals in the Middle East is limited mainly due to climatic
conditions and water scarcity as agricultural production requires water for irrigation. Many Middle Eastern
countries import in order to meet their domestic demand. The demand in the Middle East has grown at a CAGR
of about 1% during the period, 2019-2023.

The region primarily focusses on production of crops such as cereals like wheat and barley, fruits, vegetables, and
specialty crops. In addition to that, citrus fruits like oranges and grapefruits are grown in Egypt, Morocco, and
Israel countries. Besides Saudi Arabia, Egypt, Iran and Iraq are the largest producers of date palms in Middle East.
Apart from this, olive cultivation is common in Middle Eastern Mediterranean nations such as Turkey, and
Tunisia.

160
The horticultural industry in Middle East has witnessed rapid transformation over the years with the adoption to
greenhouse farming techniques. Further the support from government and adaptation to climate change has
resulted in a substantial increase in productivity and improvement in the overall quality of their produce. As a
result, the demand for nutrition and crop protection chemicals is on rise and is projected to grow at a CAGR of
3.7% to 942 thousand tonnes over the forecast period 2023-2029.

Chart 23: Crop Protection & Nutrition Demand in Middle East

1,867
1,000 2,000

1,759
1,672
1,558
800

1,429
In thousand tonnes

1,372
1,370
1,500

1,343

In USD million
1,155
1,081

600
1,014

1,000
400
500
200
727

826
746

768

784

758

774

810

866

904

942
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value
Source: CareEdge Research, Maia Research

5. India - Crop Protection & Nutrition Demand

The Indian crop protection & nutrition market is poised for growth due to the growing demand for food products.
The demand has grown substantially over the last decade on account of increased agricultural output, growing
population, and favourable government initiatives such as Make in India and Aatmanirbhar Bharat Abhiyan.
Despite challenges such as a slowdown in global demand, crop failures due to erratic monsoons, high energy
costs, geo-political tensions, etc., consumption of nutrients and crop protection chemicals has increased in 2023.

Further, the rising population and depleting arable land are increasing the demand for food grains. The usage of
nutrients and crop protection chemicals has increased to produce good quality crops and protect them from damage
caused by pests and weeds. Also, environmental factors such as weather and rainfall patterns and warmer
temperatures in various regions of the country have led to increased consumption of nutrients and crop protection
chemicals and are expected to continue in future.

Moreover, the cost of manufacturing nutrients and crop protection chemicals in India is comparatively low
because of the sufficient availability of manpower and tax benefits for the manufacturers. The production capacity
in India not only meets domestic demand but also fulfils global demand. In addition, exports from India are
increasing to cater to the demand across foreign countries and they contribute to a larger share of the market.

According to the World Trade Organization, India emerged as the second-largest exporter of agrochemicals
globally in 2022. Also, the global manufacturers have shifted their production to India from China post-COVID-
19, providing an edge for India to act as a global manufacturing hub. Besides, various initiatives such as ‘Make
in India’ and the Production Linked Incentive (PLI) scheme have been taken by the government to increase
production capacities in the country. The PLI scheme is also expected to strengthen domestic manufacturing and
reduce imports in the country. This, in turn, is evaluated to bring more investments from the global nations.

Furthermore, nutrients and crop protection chemicals will continue to boost economic growth through
improvements in agricultural output. Also, government support to develop the crop protection & nutrition industry
is expected to aid the market growth.

6. Global Crop Protection & Nutrition Consumption by Type

• Bio-fertilisers

161
• Pesticides

• Bio stimulants

Chart 24: Global Consumption of Crop Protection & Nutrition by Type in Value Terms - 2023 (%)

2%

30%

68%

Biofertilizer Pesticides (Formulations) Bio Stimulants

Source: CareEdge Research, Maia Research

Bio-fertilisers is likely to rise in the medium term as there is more awareness of environmental risks associated
with the use of chemical agrochemicals, particularly soil contamination and land degradation. They account for
87% of the total volumes consumed across the globe. Simultaneously, there is a need for a transition toward
sustainable farming systems in future considering the safety of the environment. The demand for bio-fertilisers is
expected to grow with a CAGR of 4.1% and 3.7% in terms of value and volume, respectively, during the forecast
period, 2023-2029.

Chart 25: Global Consumption of Bio-fertilisers

70,000 45,000
39,060
36,710

40,000
34,602

60,000
34,054
In thousand tonnes

32,629
31,131
30,997

30,638

35,000
30,309

In USD million
50,000
27,036

30,000
24,826

40,000 25,000
30,000 20,000
15,000
48,533

49,416

51,566

51,710

50,050

51,176

53,138

54,975

56,608

59,775

62,382

20,000
10,000
10,000 5,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

On the other hand, pesticides account for 12% of the total volumes consumed in the industry but contribute 68%
of the total agrochemicals revenue in the industry. Pesticides help farmers increase their crop productivity, offering
protection from insects, weeds, fungi, rodents, bacteria, etc. Also, pesticide consumption in 2023 has grown by
3.1% on a y-o-y basis on account of crop protection from pests, higher yields, and rising food grain production.
The demand for these agrochemicals is expected to grow at a CAGR of around 3% during 2023-2029.

162
Chart 26: Global Consumption of Pesticides

10,000 120,000

96,606
90,983
In thousand tonnes

100,000

86,274
8,000

In USD million
81,166
72,249
69,570
69,044
80,000

62,412
6,000

53,674
51,490
49,231
60,000
4,000
40,000
6,554

6,747

6,746

6,890

7,106

7,251

7,612

7,546

7,914

8,175

8,514
2,000 20,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

Note: The above data includes formulation grade

The global biostimulants market was valued at USD 2,236 million in 2023. The rising demand for organic food
is boosting the demand for biostimulants as consumers are now more concerned about their health and the
nutritious content of the food. Organic food items do not utilize fertilisers or pesticides. Moreover, the usage of
these stimulants assists farmers by increasing crop yields and enhancing tolerance to abiotic stress.

Further, the shift toward sustainable farming methods is gaining traction, and as a result, the demand for
biostimulants is going to expand going forward. It is projected to grow with a CAGR of 3.6% in terms of volumes
and 5.2% in terms of value during the forecast period, 2023-2029. However, the effectiveness of these stimulants
and the lack of awareness among farmers are constraining factors for their growth.

Chart 27: Global Consumption of Biostimulants

800 3,500

3,024
2,850
In thousand tonnes

3,000
2,614

In USD million
2,455
2,382
2,307

600
2,236

2,500
2,033
1,779
1,721

2,000
1,662

400
1,500
200 1,000
709
530

543

544

556

574

585

611

607

638

681

500
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

7. India - Agri-input Production by Type

The production of agri-inputs in India increased at a CAGR of 16.4% from 689 thousand tonnes in 2019 to 1,267
thousand tonnes in 2023. Pesticides constituted almost 59% share in overall agri-inputs production and are
projected to grow by CAGR 3.6% during the period, 2023-2029. Further, the overall agri-inputs production during
the forecast period 2023-2029 is projected to grow with a CAGR of 6.9% on account of rising demand for
agricultural use.

Table 5: Production of Agri-inputs in India by Type (Thousand tonnes)

Particulars 2019 2021 2023 2025F 2027F 2029F CAGR 2019-2023 CAGR 2023-2029
Biofertilizer 111 315 450 591 735 873 41.8% 11.7%
Pesticides 514 624 745 781 856 922 9.7% 3.6%
Bio Stimulants 63 62 72 76 85 91 3.3% 4.0%
Total 689 1,001 1,267 1,448 1,676 1,886 16.4% 6.9%
Source: CareEdge Research, Maia Research
Note: Pesticides data includes formulation grade

163
8. India - Agri-input Consumption by Type

The consumption of agri-inputs (bio-fertilisers, pesticides and pesticides) in India has increased at a CAGR of
24.8% during the period, 2019-2023.

Bio-fertilisers are natural fertilisers and demand for these mixtures is actively rising due to consumer preference
toward organic commodities, increasing awareness among farmers, and government measures to promote
sustainable practices of producing food products. These restore the natural nutrient cycle of the soil and build
organic matter. Also, they are eco-friendly and cost-effective.

Bio-fertilisers were valued at Rs. 27,166 million in 2023 and are estimated to reach Rs. 54,498 million in 2029.
While there will be steady consumption of this mixture, further growth will require time. Bio-fertilisers are
projected to grow by a CAGR of 11.7% and 12.3% in volume and value terms, respectively, during the forecast
period, 2023-2029.

Chart 28: Consumption of Bio-fertilisers - India

1,080
54,498
996
1,200 60,000

919

49,295
840

44,506
1,000 50,000

750
In thousand tonnes

40,130
653

In Rs. million
35,423
800 40,000
558

30,799
464

27,166

600 30,000
380

23,029
291

15,970

400 20,000
11,264
131

200 10,000
4,716

- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

Further, the usage of pesticides has been increasing over the years. The demand is driven by the country’s
agricultural activities. Insecticides, fungicides, and herbicides are generally used for pest control in agriculture. In
order to protect the crop from losses due to pests, farmers employ these chemical substances. These improve
agricultural productivity and ensure food security in the country. The pesticide market in India, which registered
a CAGR of 6.5% during 2019-2023, is projected to record a CAGR of 5.9% over the forecast period, 2023-2029.
However, the growth in this segment may be impeded due to soil contamination, environmental concerns, and
risks associated with health.

Chart 29: Consumption of Pesticides – India

250 200,000
171,502
159,777

180,000
157,052

200 160,000
137,813
In thousand tonnes

124,271

140,000
In Rs. million
112,215
110,812

150 120,000
95,261

100,000
65,507

100 80,000
57,301

53,946

60,000
50 40,000
115

103

125

144

148

152

161

177

199

199

208

20,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

164
Note: The above data includes formulation grade

Biostimulants are another sustainable way to enhance the yield of crops and not affect the environment. There is
a rising need for organic farming in India to safeguard adequate food availability while not compromising on the
health factor. These are biologically-derived substances applied to soil to improve nutrient uptake ability, and
abiotic & biotic stress tolerance. The demand in this segment is expected to increase given the need for organic
farming. Biostimulants are projected to increase by a CAGR of 2.8% and 4.3% in volume and value terms,
respectively, during the forecast period, 2023-2029.

Chart 30: Consumption of Biostimulants – India

130
124
122
140 40,000

36,662
118

116
114

34,102
110

32,946
35,000
120 103

30,799

30,634
29,396
28,405
91

30,000
90
In thousand tonnes

100
82

23,501

In Rs.million
25,000
80
17,301

20,000
15,979

15,265

60
15,000
40
10,000
20 5,000
- -
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Volume Value

Source: CareEdge Research, Maia Research

9. Global Crop Protection & Nutrition Consumption by Application

With regard to application, the fruits and vegetables segment dominates the market with a 28% revenue share,
followed by cereals & grains whose share is about 27% as of 2023. The demand for cereals and grains such as
wheat, rice, corn, oats, barley, and quinoa are rising, especially in Asia-Pacific, due to the growing population in
India and China. Further, the amount of consumption of pulses, cereals, and grains in western regions is increasing,
attributed to the shifting consumer preferences, changing lifestyles, and adaption to nutritious food.

Moreover, the consumption of fruits and vegetables is increasing due to growing health consciousness among
individuals. Accordingly, pesticides are being used to maintain good quality and protect the crop from pests.
Another category, oilseeds and pulses, which constitute 22% of the total revenue is contributing towards the
increase in demand. Such factors are fuelling the demand for nutrition and crop protection chemicals, playing a
pivotal role in the advancement of these applications.

Chart 31: Share of Nutrition & Crop Protection Chemicals by Application in Global Market in Value
Terms - 2023 (%)

165
 22%, USD 22,514
million 27%, USD 27,998
million

28%, USD 28,994

million 22%, USD 22,412
million

Cereals & Grains Oilseeds & Pulses Fruits & Vegetables Others

Source: CareEdge Research, Maia Research

Note: Nutrition & crop protection chemicals refer to bio-fertilizers, pesticides and bio stimulants

In terms of volume, the usage of nutrition & crop protection chemicals in cereals and grains and fruits and
vegetables accounts 27% share each. The demand for cereals and grains is projected to grow by a CAGR of 3.9%
during the forecast period, 2023-2029. Whereas fruits and vegetables are projected to grow at a CAGR of 4.2%
during the same period. While the demand for oilseeds and pulses which account for 23% is projected to grow at
a CAGR of 4.5% during the same period.

Chart 32: Global Demand of Nutrition & Crop Protection Chemicals Across Applications (In Thousand
Tonnes)

19,911
19,790
25,000

19,038
18,882
18,010
17,843
17,390
17,201

17,094
16,845
16,644

16,256
16,172
16,115
15,978

15,918
15,810

15,782
15,651

15,502
15,342

15,300
15,021

15,012

14,809
14,682
14,642

14,455
20,000
14,143
14,119

14,006
13,931

13,856
13,837
13,780

13,729
13,490
13,432
13,352
13,301
13,107

13,094
12,515
12,174

15,000

10,000

5,000

-
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Cereals & Grains Oilseeds & Pulses Fruits & Vegetables Others

Source: CareEdge Research, Maia Research

Note: Nutrition & crop protection chemicals refer to bio-fertilizers, pesticides and bio stimulants

10. India - Crop Protection & Nutrition Consumption by Application

The total revenue generated from the consumption of nutrition and crop protection chemicals was recorded at Rs.
1,66,383 million out of which cereals and grains generated a sum of Rs. 1,03,710 million while fruits and
vegetables and oilseeds and pulses totalled Rs. 26,093 million and Rs. 18,166 million, respectively. In India, the
cereals & grains segment accounts for the highest market share with 62% of the total revenue, followed by fruits
and vegetables and oilseeds and pulses with about 16% and 11%, respectively, in 2023.

166
Chart 33: Share of Nutrition & Crop Protection Chemicals by Application in Indian Market in Value
Terms - 2023 (%)

11%, Rs. 18,414

million

16%, Rs. 26,093

million

62%, Rs. 1,03,710

11%, Rs. 18,166
million
million

Cereals & Grains Oilseeds & Pulses Fruits & Vegetables Others

Source: CareEdge Research, Maia Research

Note: Nutrition & crop protection chemicals refer to bio-fertilizers, pesticides and bio stimulants

The demand for nutrition & crop protection chemicals across different applications in India is going to grow
swiftly on account of rapid population growth, increased pest infestations, and decreased crop yields.

Whereas the demand for cereals and grains is expected to grow steadily over the years at a CAGR of 10.1% during
the forecast period, 2023-2029. On the other hand, the need for fresh fruits & vegetables and oilseed & pulses is
projected to grow with a CAGR of 10.7% and 11.3%, respectively, during the same period.

Chart 34: Demand of Nutrition & Crop Protection Chemicals Across Applications in India (In Thousand
Tonnes)

888
1,000
822
770

900
701

800
635
564

700
499

600
433
361

500
287

400
222
204
203

190
172

171
157
155

300
145

138
137

135
134
131
129
123
121

117
115
106
104

103
96

90

200
86
84

77
70
68

64
51

50
48
35

100
-
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F

Cereals & Grains Oilseeds & Pulses Fruits & Vegetables Others

Source: CareEdge Research, Maia Research

Note: Nutrition & crop protection chemicals refer to bio-fertilizers, pesticides and bio stimulants

• Soil Fertility Status in India

• Soil health and quality are a matter of great concern for the Government of India. The Soil Health Card
(SHC) scheme is a flagship programme launched in February 2015 under which are uniform norms
followed across different states for analysis of the soil and thereby diagnose fertility-related constraints
before making site-specific fertiliser recommendations.

• There were two cycles of this programme conducted namely: Cycle-I during 2015-17 and Cycle-II during
2017-19. Also, during the financial year 2019-20, the Model Villages Programme was taken up under
the Soil Health Card (SHC) Scheme on a pilot basis.

167
• This programme included adopting one village per block for landholding-based soil sampling, testing,
and distribution of soil health cards before conducting SHC-based demonstrations in each model village
to scale awareness amongst farmers across India.

• In the Model Village Programme, with farmer’s participation, sample collection is taken up at individual
farm holdings instead of sample collection at grids. The scheme is managed by the Integrated Nutrient
Management (INM) Division in the Ministry of Agriculture and Farmers Welfare, Government of India.

Under the SHC scheme, soil health condition is assessed with respect to twelve important soil parameters:

o Nitrogen (N), Phosphorous (P), Potassium (K) - primary macro-nutrients

o Sulphur (S) - secondary macro-nutrient

o Zinc (Zn), Iron (Fe), Copper (Cu), Manganese (Mn), Boron (B) - micro-nutrients

o Electrical Conductivity (EC), Organic Carbon (OC), pH - physical parameters

• As per the norms provided in the scheme’s operational guideline, the soil samples collected from
different locations are then analyzed in the soil testing labs. The authorities provide a report to the farmers
once in 3 years after observing the soil regularly.

• This examination of the farmer’s soil helps decide the type of crops to be cultivated for more income
generation alongside giving remedial measures. To enable a comparison of the level of soil fertility in
one area with another, it is desirable to have a single value for each nutrient, so the Nutrient Index (N.I.)
value is one such measure of the nutrient-supplying capacity of soil to plants. The nutrient index is
compiled using the assessment of soil fertility classified into three classes namely – low, medium, and
high.

As of FY23, the state-wise distribution of soil nutrient indices is as follows:

State/UT Fertility Status

Low Medium High
Andaman & Nicobar Islands N, P, K, OC, Cu, S, Zn B, Fe, Mn -
Andhra Pradesh N, OC, Zn B, Cu, Fe, Mn, S P, K
Arunachal Pradesh - - -
Assam P, K, B N, Cu, Fe, Mn, S, Zn OC
Bihar N P, K, OC, B, Cu, Fe, Mn, S, Zn -
Chhattisgarh N, P, OC, S K, B, Cu, Fe, Mn, Zn
Delhi - - -
Goa P, B, S N, K, Cu, Fe, Mn, Zn OC
Gujarat N, B, Fe, Zn P, OC, Cu, Mn, S K
Haryana N, P, OC, B K, Cu, Fe, Mn, S, Zn
Himachal Pradesh N P, K, B, Cu, Fe, Mn, S, Zn OC
Jammu & Kashmir P, B, Fe, Mn N, K, Cu, S, Zn OC
Jharkhand N P, K, OC, B, Cu, Fe, Mn, S, Zn
Karnataka N, OC, B, Fe, S, Zn P, K, Cu, Mn
Kerala N, B P, K, Cu, Fe, Mn, S, Zn OC
Ladakh - - -
Madhya Pradesh N, P, Zn K, OC, B, Cu, Fe, Mn, S
Maharashtra N, B, Fe, S, Zn P, OC, Cu, Mn K
Manipur N, P, K OC
Meghalaya P, Mn K, Cu, Fe, S, Zn OC
Mizoram N, P K, OC
Nagaland - - -
Odisha N, P, K, OC, B, S, Zn Cu, Fe, Mn
Puducherry N, P, B, S Cu, Fe, Mn, Zn K
Punjab N, P, B, Mn K, OC, Cu, Fe, S, Zn
Rajasthan - - -
Sikkim N, B, Zn P, K, Cu, Fe, Mn, S OC
Tamil Nadu N, OC, B, Zn P, Cu, Fe, Mn, S K
Telangana N, OC, Fe, Zn P, K, B, Cu, Mn, S

168
 State/UT Fertility Status
Low Medium High
Dadra and Nagar Haveli & - - -
Daman and Diu
Tripura N, K P, OC, B, Cu, Fe, Mn, S, Zn
Uttar Pradesh N, P, OC K, B, Cu, Fe, Mn, S, Zn
Uttarakhand N, B P, K, OC, Cu, Fe, Mn, S, Zn
West Bengal - - -
Source: EnviStats India 2021, Soil Health Card, Government of India
(Note: This ‘-‘denotes data is not available for the respective states)

Some inferences that can be made from these indices are:

o Nitrogen fertility status has been generally low, except in the case of Meghalaya, Jammu & Kashmir,
Goa, and Assam

o Potassium fertility status has been medium in most of the states

o Phosphorous fertility status has either been low or medium in the majority of the states

o As we can see above, the demand for Nitrogen, Potassium, and Phosphorous fertilisers will remain stable
in the medium-to-long term as all three nutrients are available in low to medium quantities only.

Barren Land in Agriculture

India is the most populous country with 1.42 billion people in 2022. It has a variety of land use and land cover
types, including evergreen forests, barren areas, cold/hot deserts, productive agricultural lands, glaciers, and sand
dunes, among others. Climate-wise, there are areas with heavy rainfall and areas with little rainfall. Temperatures
in some locations reach 50 degrees C during the summer, while temperatures in others drop to 30 degrees C.

Agricultural land in India constitutes about 60% of the total land area in 2021. Moreover, the availability of arable
land (currently used land, or potentially capable of being used, to grow seasonal crops) is huge in the country with
154,447,948 million hectares according to the World Bank.

On the other hand, the prevalence of barren land (unproductive or land not used for agriculture) in India is
significant. However, these are generally not suitable for farming and are left untouched. Furthermore, factors
such as deforestation, over-cultivation, and overgrazing contribute to the formation of these wastelands, which
are exposed to environmental deterioration.

As per the Desertification and Land Degradation Atlas of India, prepared by the Space Applications Centre for
the period 2018-19, 97.85 million hectares i.e. 29.77% of the total geographical area of the country is undergoing
the process of desertification/land degradation.

Furthermore, it has become necessary to conserve the barren land in the country to use it for cultivation,
development of crops, and preservation for the future. This, in turn, will build fertile land which will help produce
good-quality crops leading to greener surroundings. Various schemes, such as the Green India Mission, the
Compensatory Afforestation Fund Management and Planning Authority (CAMPA), the Nagar Van Yojana, and
others, contribute to the prevention and restoration of forest landscape degradation.

Moreover, the Ministry of Environment, Forest, and Climate Change (MoEF & CC) promotes tree outside forests,
recognizing that the country has enormous potential for increasing its Trees Outside Forest (TOF) area, especially
through agroforestry expansion and the optimal use of wastelands and vacant lands.

State- Wise Details of Barren Land 2017-18 to 2021-22

State/Union Territory 2017-18 2018-19 2019-20 2020-21 2021-22

Andhra Pradesh 1,345 1,345 1,336 1,335 1,335
Arunachal Pradesh 37 37 37 37 37
Assam 1,216 1,215 1,217 1,209 1,180
Bihar 432 432 432 432 432
Chhattisgarh 287 288 287 288 294

169
 State/Union Territory 2017-18 2018-19 2019-20 2020-21 2021-22
Gujarat 2,069 2,077 2,077 2,087 2,080
Haryana 117 289 199 171 171
Himachal Pradesh 777 774 767 766 771
Jharkhand 584 579 584 580 586
Karnataka 793 769 752 743 742
Kerala 11 10 11 10 10
Madhya Pradesh 1,369 1,350 1,354 1,314 1,320
Maharashtra 1,835 1,849 1,882 1,951 1,975
Manipur 1 1 1 1 1
Meghalaya 129 129 129 129 126
Mizoram 6 6 6 6 6
Nagaland 2 2 2 2 2
Odisha 976 1,016 948 1,109 978
Punjab 43 41 35 35 36
Rajasthan 2,383 2,383 2,372 2,367 2,366
Tamil Nadu 458 458 457 457 457
Telangana 607 607 607 607 607
Tripura 8 8 8 8 8
Uttarakhand 250 249 249 249 250
Uttar Pradesh 444 442 438 438 392
West Bengal 9 8 8 8 8
A&N Island 2 2 2 2 2
Dadra and Nagar Haveli - - - - -
Delhi 18 18 18 18 18
Jammu & Kashmir 303 308 298 295 295
Ladakh UT was constituted in 28 28 28
October, 2019
Puducherry 0 0 0 0 0
ALL INDIA 16510 16693 16542 16684 16515
Source: Economics Statistics and Evaluation Division, Ministry of Agriculture and Farmers Welfare

Net Sown Area - Agricultural Land (In 000’ hectares)

The net sown area pattern across different states during 2016-17 to 2020-21 is as follows:

State/Union Territory 2016-17 2017-18 2018-19 2019-20 2020-21

Andhra Pradesh 6,077 6,048 6,049 5,884 5,915
Arunachal Pradesh 232 233 234 235 242
Assam 2,774 2,723 2,723 2,699 2,724
Bihar 5,293 5,242 5,167 5,077 5,045
Chhattisgarh 4,664 4,653 4,679 4,635 4,623
NCT of Delhi 22* 22* 22* 22* 22*
Goa 130 129 128 127 127 (p)
Gujarat 9,886 9,891 9,390 9,787 9,822
Haryana 3,499 3,517 3,601 3,552 3,611
Himachal Pradesh 548 543 542 530 526
Jammu & Kashmir 757 752 713 720 736
Jharkhand 1,451 1,444 1,281 1,291 1,328
Karnataka 9,855 9,895 10,664 10,804 11,453
Kerala 2,015 2,040 2,034 2,026 2,035
Madhya Pradesh 15,228 15,191 15,205 15,512 15,800
Maharashtra* 16,910 16,943 16,815 16,722 16,650
Manipur* 469 446 441 331 410
Meghalaya 252 253 255 255 253
Mizoram 145* 145* 145* 145* 145*
Nagaland 385 385 384 384 386
Odisha 4,099 3,863 4,006 4,102 4,179
Puducherry 15 15 15 15 15
Punjab 4,130 4,124 4,119 4,127 4,126
Rajasthan 18,169 17,903 17,778 18,032 17,948
Sikkim* 77 77 77 77 77
Tamil Nadu 4,347 4,639 4,582 4,738 4,833
Telangana 4,774 4,898 4,660 5,500 5,927

170
 State/Union Territory 2016-17 2017-18 2018-19 2019-20 2020-21
Tripura 255 255 256 255 255
Uttar Pradesh 16,564 16,542 16,538 16,368 16368 (p)
Uttarakhand 691 673 648 638 621
West Bengal 5,246 5,247 5,248 5,250 5,282
ALL INDIA 1,39,000 1,38,770 1,38,439 1,39,901 1,41,544
Source: RBI Handbook of Statistics
Note: ‘p’ denotes provisional; ‘*’ - These data are taken from the latest Agriculture Census or are estimated based on the latest available
year data received from the States/UTs respectively

• Minimum Support Price (MSP)

The government’s price policy for major agricultural commodities seeks to ensure remunerative prices to the
growers for their produce with a view to encourage higher investment and production and thereby safeguard the
interest of consumers by making available supplies at reasonable prices.

The government fixes the MSP of 22 mandated agricultural crops on the basis of the recommendations of the
Commission for Agricultural Costs & Prices (CACP) and after due consideration of the views of state
governments and the concerned central ministries/departments.

The 22 mandated crops include:

Kharif crops which are typically sown in the rainy season include 14 major types of kharif crops namely paddy,
jowar, bajra, maize, ragi, tur (arhar), moong, urad, groundnut, sunflower seed, soyabean (yellow), sesamum,
nigerseed, cotton

Whereas Rabi crops which are sown in winter season include 6 major types of rabi crops namely wheat, barley,
gram, Masur (lentil), rapeseed and mustard, safflower

Apart from these, 2 commercial crops are also included viz. jute and copra

In addition to that, MSPs for toria and de-husked coconut are also fixed on the basis of MSPs for rapeseed &
mustard and copra respectively.

While recommending MSPs, CACP considers important factors like cost of production, overall demand-supply
conditions, domestic and international prices, inter-crop price parity, terms of trade between agricultural and non-
agricultural sectors, and the likely effect on the rest of the economy, besides ensuring rational utilization of land,
water and other production resources, and a minimum of 50% as the margin over cost of production.

Accordingly, the government has increased the MSP for all mandated kharif, rabi, and other commercial crops
with a return of at least 50% of India’s weighted average cost of production from the agricultural year 2018-19
onwards. The MSPs announced for all the kharif and rabi crops for the last 5 years are as follows:

Chart 35: Trend in MSP for Selected Kharif and Rabi Crops

9,000
8,000
7,000
Rs/Quintal

6,000
5,000
4,000
3,000
2,000
1,000
-

2019-20 2020-21 2021-22 2022-23 2023-24

Source: Directorate of Economics and Statistics, PIB release

171
Table 6: MSPs for all Kharif Crops During Past 5 Years (Rs. /Quintal)

S.No. Crop 2019-20 2020-21 2021-22 2022-23 2023-24

1 Paddy (Common) 1,815 1,868 1,940 2,040 2,183
2 Paddy (Grade A) ^ 1,835 1,888 1,960 2,060 2,203
3 Jowar (Hybrid) 2,550 2,620 2,738 2,970 3,180
4 Jowar (Maldandi)^ 2,570 2,640 2,758 2,990 3,225
5 Bajra 2,000 2,150 2,250 2,350 2,500
6 Ragi 3,150 3,295 3,377 3,578 3,846
7 Maize 1,760 1,850 1,870 1,962 2,090
8 Tur (Arhar) 5,800 6,000 6,300 6,600 7,000
9 Moong 7,050 7,196 7,275 7,755 8,558
10 Urad 5,700 6,000 6,300 6,600 6,950
11 Groundnut 5,090 5,275 5,550 5,850 6,377
12 Sunflower Seed 5,650 5,885 6,015 6,400 6,760
13 Soyabean (yellow) 3,710 3,880 3,950 4,300 4,600
14 Sesamum 6,485 6,855 7,307 7,830 8,635
15 Nigerseed 5,940 6,695 6,930 7,287 7,734
16 Cotton (Medium Staple) 5,255 5,515 5,726 6,080 6,620
17 Cotton (Long Staple) ^ 5,550 5,825 6,380 6,380 7,020
Source: PIB release
^Cost data are not separately compiled for Paddy (Garde A), Jowar (Maldandi) and Cotton (Long staple)

Table 7: MSPs for all Rabi During Past 5 Years (Rs. /Quintal)

S. No. Crops 2019-20 2020-21 2021-22 2022-23 2023-24

1 Wheat 1,925 1,975 2,015 2,125 2,275
2 Barley 1,525 1,600 1,635 1,735 1,850
3 Gram 4,875 5,100 5,230 5,335 5,440
4 Lentil (Masur) 4,800 5,100 5,500 6,000 6,425
5 Rapeseed & Mustard 4,425 4,650 5,050 5,450 5,650
6 Safflower 5,215 5,327 5,441 5,650 5,800
7 Toria 4,425 4,650 5,050 5,450 -
Other crops
8 Copra (Calendar Year) (Milling) 9,521 9,960 10,335 10,590 10,860
9 Copra (Calendar Year) (Ball) 9,920 10,300 10,600 11,000 11,750
10 De-husked coconut (Calendar Year) 2,571 2,700 2,800 2,860 2,930
11 Jute 3,950 4,225 4,500 4,750 5,050
Source: PIB release

• Top 5 States- Major Crops

The major crops produced in top 5 states in India during kharif season in 2023-24 are:

Food Grains:

Crop State Production (Lakh Tonnes)

Rice Uttar Pradesh 163.0
Punjab 144.5
West Bengal 115.2
Chhattisgarh 78.2
Telangana 93.5
All India 1,114.6
Maize Madhya Pradesh 49.3
Karnataka 45.0
Maharashtra 14.4
Rajasthan 18.1
Uttar Pradesh 18.3
All India 227.2
Jowar Rajasthan 5.3
Uttar Pradesh 4.6

172
 Crop State Production (Lakh Tonnes)
Madhya Pradesh 1.6
Tamil Nadu 1.3
Maharashtra 0.9
All India 15.5
Bajra Rajasthan 42.8
Uttar Pradesh 22.0
Haryana 11.7
Madhya Pradesh 9.6
Maharashtra 2.0
All India 95.3
Ragi Karnataka 8.7
Tamil Nadu 1.9
Uttarakhand 1.0
Maharashtra 0.9
Odisha 0.4
All India 13.9
Small Millets Madhya Pradesh 1.5
Uttarakhand 0.6
Odisha 0.3
Maharashtra 0.2
Karnataka 0.2
All India 4.3
Tur Maharashtra 8.8
Karnataka 9.5
Uttar Pradesh 3.8
Gujarat 2.7
Jharkhand 2.1
All India 33.4
Urad Madhya Pradesh 4.7
Uttar Pradesh 4.4
Maharashtra 1.1
Rajasthan 1.7
Jharkhand 0.9
All India 15.5
Moong Rajasthan 11.0
Karnataka 0.7
Maharashtra 0.7
Gujarat 0.3
Odisha 0.3
All India 14.1
Other Pulses Rajasthan 4.6
Odisha 0.9
Maharashtra 0.5
Tamil Nadu 0.4
Karnataka 0.6
All India 8.2

Oilseeds:

Crop State Production (Lakh Tonnes)

Groundnut Gujarat 36.7
Rajasthan 20.9
Madhya Pradesh 9.1
Tamil Nadu 4.3
Andhra Pradesh 1.6
All India 79.1

173
 Crop State Production (Lakh Tonnes)
Castorseed Gujarat 15.1
Rajasthan 3.3
Andhra Pradesh 0.2
Telangana 0.0
Odisha 0.1
All India 18.8
Sesamum Madhya Pradesh 1.2
Uttar Pradesh 1.2
Rajasthan 0.9
Gujarat 0.3
Karnataka 0.1
All India 4.0
Nigerseed Odisha 0.2
Chhattisgarh 0.1
Madhya Pradesh 0.0
Assam 0.0
Maharashtra 0.0
All India 0.3
Soybean Maharashtra 52.7
Madhya Pradesh 51.3
Rajasthan 10.5
Karnataka 4.4
Gujarat 3.0
All India 125.6
Sunflower Karnataka 0.6
Andhra Pradesh 0.0
Maharashtra 0.0
Tamil Nadu 0.0
Bihar 0.0
All India 0.7

Commercial:

Crop State Production (Lakh Tonnes)

Sugarcane Uttar Pradesh 2,056.3
Maharashtra 1,060.0
Karnataka 531.9
Tamil Nadu 144.1
Gujarat 133.6
All India 4,464.3
Cotton Gujarat 89.7
Maharashtra 82.4
Telangana 48.1
Rajasthan 27.4
Karnataka 16.9
All India 323.1
Jute West Bengal 74.9
Assam 6.7
Bihar 9.5
Odisha 0.5
All India 92.2
Mesta West Bengal 1.6
Bihar 1.6
Assam 0.2

174
 Crop State Production (Lakh Tonnes)
Odisha 0.2
All India 4.2
Source: Department of Agriculture & Farmers Welfare (DA&FW)
Note: 1. Data for the year 2023-24 is of 2nd Advance Estimates
2. Cotton Production in Bales, 1Bale=170 Kg
3. Jute & Mesta Production in Bales, 1Bale=180 Kg

• Pesticides Industry

11. Overview of the Global Pesticides Industry

• Segments and Structure of the Global Pesticides Industry

The global pesticide industry is dominated by the herbicides segment followed by the fungicides and insecticides
segments. Of the global market size of around USD 69,044 million, herbicides accounts for nearly half of the crop
protection industry globally, however it is on the lower side for India which is around 17% of the total
consumption.

Apart from the crop market, another segment that has contributed to the global pesticides market includes the non-
crop market. This segment had a market size of about USD 11 billion in 2023. These pesticides find their
application in homes & gardens, turfs & ornamentals, pest control operations, industrial vegetation management,
forestry, public health, and aquatic, among others. They are used for control of weeds, diseases, insects, and other
pests. Also, they are used for plant growth regulation.

With the expected increase in the application of these pesticides on account of the benefits offered by them, the
crop market is estimated to grow at a faster CAGR compared to that of global non-crop. Accordingly, the global
non-crop market is expected to rise at a CAGR of about 4.1%-5% by 2028 and is estimated to reach the level of
approximately USD 14 billion.

• Trends in Global Pesticides Industry

During 2019-2023, the global pesticides market has grown at a CAGR of 8.8% from USD 49,231 million in 2019
to USD 69,044 million in 2023. The demand in the market has grown despite the geopolitical tensions and global
supply chain issues due to which the prices of raw material prices rose high. However, in 2023, the demand
remained subdued as the export restrictions were eased in China leading to increase in supply and also resulted in
decline in prices.

Chart 36: Trend in the Global Pesticides Market (USD million)

96,606

120,000
90,983
86,274
81,166
72,249

100,000
69,570
69,044
62,412
53,674

80,000
51,490
49,231

60,000

40,000

20,000

-
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F
Source: CareEdge Research, Maia Research
Note: Pesticides data includes formulation grade

Pesticides, also called agrochemicals, are used in agriculture to support the growth and safety of plants, protect
crops from pests, and increase the yields of crops. They also protect crops from insects, diseases, and weeds. The
mentioned benefits are the primary reasons that have supported the growth of this industry globally over the years.
In addition to this, the sufficiency of global food production in the world to meet the requirements of the increasing

175
world population has also been supporting the market of the pesticides industry globally.

Moreover, the above-mentioned factors are expected to continue to provide support to the global pesticides
industry. Thus, this market is expected to register a growth of around 6% during 2023-2029 and is likely to reach
approximately USD 96,606 million by 2029.

12. Evolution of the Pesticides Industry in India

The evolution of pesticides in India was led by the Green Revolution. In 1943, India saw one of the worst food
disasters during the Bengal famine. Food shortages have resulted in the death of around 40 lakh people in the
eastern part of India. The problem of food shortage in India continued even after independence during different
time periods and the frequent food scarcity issue led to the beginning of the Green Revolution in India.

The Green Revolution

• The Green Revolution started around the world in several countries between the 1950s and the late 1960s.
This resulted in various research technology transfer initiatives throughout the world, which in turn,
focused on increasing agricultural production. The revolution started with Norman Borlaug’s genetic
testing. A hybrid wheat plant that could withstand diseases and fungi (in addition to high yield) was
created by him. He is also known as the father of the Green Revolution.

• Around the 1960s the Green Revolution was launched by the Government of India with the support of
M.S. Swaminathan, a geneticist, who is now referred to as the father of India's Green Revolution. The
revolution started in 1967 and continued till 1978.

• The Green Revolution in India resulted in growth in agricultural production, primarily in the states of
Haryana, Punjab, and Uttar Pradesh. The main achievement in this revolution was the development of a
high-yielding variety of seeds of wheat and rust-resistant strains of wheat.

Aspects of Green Revolution in India

o High Yielding Varieties (HYV)

o Mechanization of Agriculture

o Use of Chemical Fertilisers and Pesticides

o Irrigation

• The Green Revolution that engaged agricultural production with the usage of modern tools and
techniques involved the aspect of pesticides and chemical fertilisers. This revolution resulted in the
conversion of agricultural systems into industrial systems. This further required the utilization of modern
methodologies like high-yielding variety seeds, tractors, pesticides, fertilisers, and irrigation facilities.
Until 1967, the government primarily focused on augmenting the farming areas. However, the rapid
growth in population compared to food production demanded a major and immediate requirement to
raise yield, which resulted in the evolution of the Green Revolution.

13. Classification of Pesticides - By Types & Application

The Indian agrochemicals industry can be primarily divided into the following types:

o Insecticides

o Fungicides

o Herbicides

• Insecticides

Insecticides enable protection of the crops from insects by either preventing their attack or destroying them. They

176
help in controlling the pest population below a desired threshold level.

They can be further classified based on their mode of action:

o Contact Insecticides: Insects get killed on direct contact with these insecticides and they leave marginal
residual activity which affects the environment minimally.

o Systemic Insecticides: Plant tissues absorb these insecticides and destroy insects when the insects feed
on plants. These are generally related to long-term residual activity.

• Fungicides

Fungicides are used to prevent fungi attacks on crops and to tackle crop diseases. Protectants and eradicants are
two types of fungicides. Protectants protect or hinder fungal growth and eradicants destroy the diseases on usage.
This results in better productivity, contraction in crop blemishes, and increased storage life.

• Herbicides

Herbicides, also known as weedicides, are used to destroy unwanted plants. The unavailability of cheap labour
leads to the major usage of herbicides in rice and wheat crops. The demand for herbicides is seasonal as they
develop in damp, warm climates, and perishes in cold spells. They are of two types depending on the way of
action, selective and non-selective. Selective herbicides destroy specific weeds not harming the desired crop and
non-selective herbicides are used for widespread ground clearance to handle weeds pre-crop planting.

Based on the usage, there are three types of herbicides:

Application prior to sowing of the crop (pre-planting)

Application post-development of weeds (pre-emergence)

Application right away subsequent to sowing (post-emergence)

• Bio-Pesticides

These are the new-age chemicals produced from substances of nature like plants, animal waste, bacteria, and
minerals. Bio-pesticides have a small share in the agrochemicals market in India, which is expected to grow,
backed by government support and increased awareness about pesticides that are eco-friendly. These pesticides
are environment-friendly and easy to use.

• Others

This others segment comprises fumigants, biostimulants, nematicides, rodenticides, and plant growth regulators
(PGR). Plant growth regulators are chemicals used to modify and enhance plant growth such as increasing
branching, suppressing shoot growth, increasing return bloom, removing excess fruit, or altering fruit maturity.
Various factors such as how well the chemical is absorbed by the plant, tree vigour, and age, dose, timing, and
weather conditions before, during, and after application affect the PGR performance. They prevent cops from
attacking pests at the time of crop storage.

14. Overview of Pesticide Value Chain

The value chain of the pesticide industry involves five stages as shown in the chart below. The chain starts with
intermediates moves to technical grades, formulations, and distributors and concludes at end-users.

The intermediates consist of petrochemical derivatives, natural feedstock, and chemicals that go into the making
of technical grades. Once the technical grade or active ingredient is synthesized, the process moves to
formulations.

Chemical synthesis is the method of transforming a reactant or starting material into a product or several products
by one or more chemical reactions. The active ingredient controls pests and gives controlling action to the
pesticides. This ingredient repels, destroys, or alleviates pests. It is also known as a pesticide’s technical grade.

177
The active ingredient is the technical grade of the pure pesticide.

Figure 1: Pesticide Value Chain

Identification
Basic & Applied & Registration Active Ingredient Formulation & Marketing &
Research Manufacturing Packaging Distribution

Pesticides are generally not applied in their pure form. It is usually formulated by adding inert ingredients that
improve storage, handling, application, effectiveness, or safety. The inert ingredients, which involve solvents,
adjuvants, and fillers aid in the handling, application, storage, effectiveness, or safety of the pesticides. This is the
formulation process of pesticides.

While the active ingredient destroys the pest, the inert ingredient facilitates ease of handling, spraying, and coating
on plants. Following this, formulations are available to distributors who sell them to the end-users like farmers.

Enhanced Supply Chain Efficiency in the Agrochemical Space

The Agrochemical supply chain has been considered as one of the most complex activities due to factors like
seasonal demand, unpredictability of pest attacks, and high dependency on monsoons, which hinder the inventory
and distribution of products. The Indian Agrochemical supply chain entails technical grade manufacturers,
formulators producing end products, distributors, dealers, and retailers. An effective distribution channel plays a
critical role in determining the growth of players in the industry.

While distributors are a large portion of the system, the trend is shifting and manufacturers are moving to deal
directly with dealers. This is further expected to make the supply chain more effective going forward as it will
reduce time as well as cost for the players.

15. Review of Domestic Pesticide Industry

The overall Indian pesticides market grew at a CAGR of 13.3% from USD 814 million in 2019 to USD 1,342
million in 2023. It is projected to grow with a CAGR of 7.6% over the forecast period 2023-2029.

Chart 37: Indian Pesticides Industry (USD million)

2,077

2,500
1,935
1,902
1,669
1,505

2,000
1,359
1,342
1,212

1,500
886
814

728

1,000

500

-
2019 2020 2021 2022 2023 2024F 2025F 2026F 2027F 2028F 2029F
Source: CareEdge Research, Maia Research
Note: Pesticides data includes formulation grade

The Indian pesticide industry can be primarily divided into the following types:

a. Insecticides

178
b. Fungicides

c. Herbicides

Insecticides account for a major share of around 35% followed by fungicides and herbicides, with an approximate
share of 31% and 17%, respectively.

Chart 38: Segment-Wise Share of Agrochemicals in Indian Market in 2023 (in %)

17%

35% Insecticide
Fungiside
17%
Herbicide
Others

31%

Source: Based on Industry sources, CareEdge Research estimates, Directorate of Plant Protection, Quarantine & Storage
Note: Others include- Rodenticides, PGR and Bio- Pesticide.

• Production of Pesticides in India

The output of pesticides in India (which includes 42 technical grades) increased at a CAGR of 4.5% from 217
thousand tonnes in 2018-19 to 258 thousand tonnes in 2022-23.

Chart 39: Trend in Production of Pesticides in India (‘000 tonnes)

350
300
250
122
200 101 87
73
150 64
55 59
42 45
100 39
50 96 100 110 103
82
0
2018-19 2019-20 2020-21 2021-22 2022-23

Insecticides Herbicides Fungicides Others

Source: Directorate of Plant Protection, Quarantine & Storage

Note: The production data includes quantity of technical grades only. ‘Others’ include plant growth regulators, fumigants, bio stimulants,
rodenticides and nematicides.

During 2022-23, the production of pesticides declined by 13.3% y-o-y to 258 thousand tonnes. The demand for
pesticides from agriculture was also subdued globally and domestically, which is believed to be the reason for

179
degrowth.

Outlook

The overall Indian pesticide industry is estimated to increase at a CAGR of around 8% during the period 2023-
29. on account of an upward growth expected in the international market and a likely increase in domestic usage
of pesticides in India.

While the demand for India's pesticides is likely to remain high, India aims to strengthen the process of backward
integration for industry. This is because India is dependent on China for some of the technical insecticides, and
thus, any disruptions at this source destination (like a chemical plant shutdown in China to reduce pollution) have
the potential to affect India’s supply chain. While such situations also provide an opportunity for India to increase
the exports of pesticides, it does impact the supply chain of the industry. To avoid such instances, the Indian
government said that it is considering increasing the scope of the Production Linked Incentive (PLI) scheme to
include the domestic manufacturing of agrochemicals.

If implemented, the scheme will result in increased competitiveness of domestic producers, and given the reliance
on exports, benefits will help India increase its market share in the global agrochemicals markets. The scheme
will also help the industry become self-sufficient and will be able to integrate backwards to produce its own
technical-grade ingredients instead of relying on China for supplies.

Moreover, many countries across the world are looking forward to a ‘China plus one strategy’ to avoid excess
dependence on China. The adoption of this strategy internationally will benefit India, as the countries that import
pesticides from China may now opt for India, which is the 4th largest producer and 13th largest exporter of
agrochemicals globally.

While the above-mentioned factors will support the Indian pesticide industry going forward, it is worth mentioning
that the Indian pesticide industry remained resilient even during the pandemic year (2021-22) as exports from the
Indian pesticide industry increased by a healthy 22% to 648 thousand tonnes and grew by 37.7% to Rs.365 billion
on a y-o-y basis.

In addition, India has a competitive edge in terms of low labour costs and has support towards chemical clusters,
which will also aid the growth of the agrochemical industry in the coming years.

16. Overview of Generic and Premium Products in the Market

The Indian pesticides market is primarily dominated by generics that account for almost 75%-80% of the total
market with specialty or premium pesticides accounting for the remaining share. The generic pesticides are sold
at a cheaper price compared to specialty pesticides that offer higher effectiveness.

Further, generic pesticides are manufactured with the availability of molecules that go off-patent since this enables
the commercial development of generic pesticides. A patent is an exclusive right granted by the government for
an invention, which is a product or a process that provides, in general, a new way of doing something, or offers a
new technical solution to a problem.

In addition, a patent grants its owner the legal right to prevent others from manufacturing, using, selling, or
importing the patented product without the owner’s permission, for a duration of 20 years. As per government
guidelines, the term of all patents after 2002 was uniformly set at 20 years. The period of 20 years commences
from the date of the filing of the relevant patent application. The patent protection period of 20 long years gives
the patentee ample opportunity to recoup the money spent on initial research and subsequent commercial
introduction. The patent rights are territorial and limited to the country where they have been granted.

17. Production Capacity of Pesticides in India

The pesticide production capacity in India meets the domestic and export requirements of the nation. Over the
years, the production capacity in India has increased at a CAGR of 4.0%. It has increased from 325 thousand
tonnes in 2017-18 to 380 thousand tonnes in 2021-22.

It can be seen that the pesticide production capacity has grown in each of the years for the period 2018-2022
except for 2018-19, where the capacity declined by a marginal 0.3% to 324 thousand tonnes. It is important to

180
note that the industry’s capacity utilisation on average has been around 65% in these last five years.

Chart 40: Trend in Production Capacity of Pesticides in India (‘000 tonnes)

390 380
380 371
370
360
350
340 334
330 325 324
320
310
300
290
2017-18 2018-19 2019-20 2020-21 2021-22
Source: Department of Chemicals and Petrochemicals
Note: The capacity refers only to technical grade

18. Low Per Hectare Pesticides Consumption in India

Of the total pesticides produced in India, the average per hectare chemical pesticides consumption accounted for
around 0.26 kg/hectare during the period 2018-19 to 2022-23. In FY23, the per-hectare pesticide consumption in
India was 0.23 kg/hectare. India’s share is the smallest compared to all other nations. India’s per hectare
consumption is even lower than the world average of 2.6 kg per hectare and that of Asia which stood at 3.7 kg per
hectare.

Chart 41: Per-Hectare Pesticide Consumption in India (Kg/Hectare)

0.35 0.32
0.29
0.30
0.25
0.25 0.23
0.22
0.20
0.15
0.10
0.05
0.00
2019 2020 2021 2022 2023
Source: Directorate of Plant Protection, Quarantine & Storage

India’s per hectare consumption is lower than the world average of 2.6 kg per hectare and of Asia at 3.7 kg per
hectare. The per hectare consumption of pesticides in India is minimal at 0.2 kg compared to the per hectare
consumption of 13 kg and 12 kg in China and Japan, respectively. The low consumption at home has made India
the net exporter of pesticides and India has emerged as the 13th largest exporter of pesticides globally which is
discussed later in the report. 1

Table 8: Country-Wise Consumption of Pesticides

Countries Consumption (in '000 Tonnes) World Share (in %)

China 1763 43%
USA 407 10%
Brazil 377 9%
Argentina 172 4%

1 The data is taken from FICCI – Overview of Agrochemicals Report 2021.

181
 Countries Consumption (in '000 Tonnes) World Share (in %)
Canada 90 2%
France 85 2%
Russia 76 2%
Australia 63 2%
Spain 61 2%
Ecuador 60 1%
Turkey 60 1%
India 58 1%
Italy 54 1%
Others 796 20%
Source: Lok Sabha Documents

China has the highest share in terms of consumption of pesticides at 43% followed by the USA (10%) and Brazil
(9%). As aforementioned, India’s share is significantly low at 1%.

19. Trade Scenario of Pesticides in India

• Trend in Pesticides Exports by India

India is a net exporter of pesticides and the outbound shipments account for a significant share of the total market
size of the Indian agrochemicals industry. Exports of pesticides (technical and formulations both) grew at a CAGR
of 8.1% from 461 thousand tonnes in 2018-19 to 630 thousand tonnes in 2022-23. It is to be noted that export
CAGR increased at a faster pace compared to that of production, which grew at a CAGR of 4.5%.

Chart 42: Trend in Pesticides Export by India (‘000 tonnes)

700 648 500,000

630
450,000
600 431,644
533 400,000
500 461 452 364,979 350,000

400 300,000
265,035 250,000
237,199
300 220,902 200,000
200 150,000
100,000
100
50,000
0 0
2018-19 2019-20 2020-21 2021-22 2022-23

Quantity (in '000 tonnes) (LHS) Value (in Rs.million) (RHS)

Source: Directorate of Plant Protection, Quarantine & Storage

Note: This includes data on both technical and formulations

Moreover, the export value of pesticides grew at a relatively higher CAGR of 18.2% from Rs. 2,20,902 million
in 2018-19 to Rs. 4,31,644 million in 2022-23.

Table 9: Volume-Wise Top 10 Export-Destinations of Pesticides for India 2022-23

Country Share Country Share

Brazil 19.82% France 1.65%
USA 16.13% Indonesia 2.61%
Bangladesh 6.87% China 2.20%
Vietnam 5.46% Argentina 1.74%
Australia 3.17% Colombia 1.75%
Source: CMIE

182
Trends in Segment-Wise Exports Volume

• Segment-Wise Export Volume

Of all the pesticide segments, fungicides accounted for the largest share of about 35% on average over the five-
year period 2018-19 to 2022-23 in terms of volume. This was followed by herbicides, insecticides, and others that
contributed 30%, 22% and 13%, respectively, towards total pesticide exports.

In terms of CAGR, the largest segment – fungicides, increased at a CAGR of 3.4%, which was slower than the
CAGR of herbicides (18.1%) and insecticides (14.1%) segments in 2019-23. The remaining segment, others,
however, declined at a CAGR of 2.4% during the same period.

Chart 43: Segment-Wise Pesticides Export Volume (‘000 tonnes)

300

244
250
221
209
193 188
200
167 174
151
150 135 140
129 123
97 89 99
100 82 79 81
66
57
50

0
2018-19 2019-20 2020-21 2021-22 2022-23

Insecticides Fungicides Herbicides Others

Source: Directorate of Plant Protection, Quarantine & Storage

Note: This includes data on both technical and formulations

• Segment-Wise Export Value

The scenario of segments in terms of contribution towards pesticides export value however is different with the
insecticides segment accounting for the highest share of 35% on an average during 2018-19 to 2022-23. This was
followed by the herbicides segment, which contributed 34% of total pesticide export value. The fungicides
segment that had the largest share in terms of volume accounted for a smaller share of 19% in outbound shipments.
The remaining segment, others, contributed 12% on average during the five years.

Further, in terms of CAGR, the herbicides segment reported the fastest CAGR of 26.7% during 2018-19 to 2022-
23 followed by fungicides and insecticides which increased at a CAGR of 19.4% and 16.4%, respectively. The
other segment, on the other hand, increased at a CAGR of 2.7% during the five-year period.

183
Chart 44: Segment-Wise Pesticides Export Value (in Rs. Million)

180,000
160,000

165,694
140,000
120,000

127,857
100,000
80,000

89,191

85,603
75,065
60,000

72,925
64,390

124,875

134,616
73,228
42,168

41,116

97,340
43,472

21,322

96,815
50,522

28,507

39,322

45,730
40,000
20,000
-
2018-19 2019-20 2020-21 2021-22 2022-23

Insecticides Fungicides Herbicides Others

Source: Directorate of Plant Protection, Quarantine & Storage

Note: This includes data on both technical and formulations

• Trend in Pesticides Imports by India

The quantity of pesticides imported by India is quite less compared to that of the pesticide exports. However, the
quantity of pesticides imported by India has increased at a CAGR of 3.5% during the period 2019-23. The imports
increased to 134 thousand tonnes in 2022-23 from 117 thousand tonnes in 2018-19. The value of imports grew at
a higher CAGR of 11.5% from Rs. 92,668 million in 2018-19 to Rs. 1,43,103 million in 2022-23.

Chart 45: Trend in Imports of Key Pesticides by India

180 160,000

143,103
133,644

160 140,000
124,175

140 120,000
120
92,668

90,960

100,000
100
80,000
80
60,000
60
40 40,000

20 20,000
117 107 157 134 134
0 0
2018-19 2019-20 2020-21 2021-22 2022-23

Quantity ('000 tonnes) (LHS) Value (Rs. million) (RHS)

Source: Directorate of Plant Protection, Quarantine & Storage

Note: This includes data on both technical and formulations

China is the major source of pesticide imports and accounted for more than half of India’s total imports with a
share of 51.97% during 2022-23. This was followed by the USA, Israel, and Taiwan, contributing 10.24%, 7.69%,
and 6.91%, respectively. Other countries from which pesticides were imported included Thailand (a share of
around 4%), while Singapore, Japan, and Belgium each accounted for 2-3% of the total pesticide imports by India.

Table 10: Volume-Wise Top Source of Pesticides Imports for India 2022-23

Country Share
China 51.97%
USA 10.24%
Israel 7.69%
Taiwan 6.91%

184
Source: CMIE

Trend in Segment-Wise Imports

• Segment-Wise Import Volume

Of all the pesticides segment imported by India, herbicides accounted for 19.8% followed by insecticides and
fungicides with a share of 12.8% and 9.7%, respectively, on an average during 2018-19 to 2022-23. In terms of
CAGR, while herbicides and fungicides grew in the range of around 10%-20%, the quantity of insecticides
imported decreased at a CAGR of 1.5% during 2018-19 to 2022-23.

Chart 46: Segment-Wise Pesticides Import Volume (‘000 Tonnes)

120

100 95

80 75
69 68 66

60

40 33 33
26
19 21
17 17 17 17 18 17
20 14 12
8 8

0
2018-19 2019-20 2020-21 2021-22 2022-23

Insecticides Fungicides Herbicides Others

Source: Directorate of Plant Protection, Quarantine & Storage

Note: Others include fumigants, plant growth regulators and miscellaneous (where miscellaneous comprises disinfectants, paper impregnated,
repellent for insect, weedicides and weed killing agents, etc.)

Apart from this, imports also include fumigants, plant growth regulators, and miscellaneous (where miscellaneous
includes disinfectants, paper impregnated, repellent for insects, weedicides, weed killing agents, etc.) covered
under the other segment. The component others accounted for the remaining share of 57.6% on an average during
the period 2018-19 to 2022-23. It largely remained flat at 66 thousand tonnes in FY23 vs 69 thousand tonnes in
FY19.

• Segment-Wise Import Value

During the five-year period 2018-19 to 2022-23, insecticides, herbicides, and fungicides contributed about 27.9%,
16.4%, and 14.3%, respectively, in the overall import value of pesticides. The component others accounted for
the remaining share of 41.4% on average in terms of import value.

185
Chart 47: Segment-Wise Pesticides Import Value (in Rs. Million)

60,000

50,000

40,000

30,000

20,000
24,327

12,827
45,693

26,905
10,247
10,918
42,890

34,391
14,712
19,308
55,765

38,653
22,814
21,613
50,565

38,879
25,913
31,392
46,919
9,822

10,000

-
2018-19 2019-20 2020-21 2021-22 2022-23

Insecticides Fungicides Herbicides Others

Source: Directorate of Plant Protection, Quarantine & Storage

Note: Others include fumigants, plant growth regulators and miscellaneous (where miscellaneous comprises disinfectants, paper impregnated,
repellent for insect, weedicides and weed killing agents etc.)

20. Review of Pesticide Usage Dynamics in India

• Trend in Chemical Pesticides Consumption

The domestic consumption of chemical pesticides declined at a CAGR of 3.2% from 60 thousand tonnes in 2018-
19 to 52 thousand tonnes in 2022-23. This was due to the impact of new-age agrochemicals where the active
ingredient or formulation was at a lower dosage per acre.

Chart 48: Trend in Chemical Pesticides Consumption in India (technical grade) (‘000 tonnes)

62 62 63
60
60
52
50

40

30

20

10

0
2018-19 2019-20 2020-21 2021-22 2022-23
Source: Directorate of Plant Protection, Quarantine & Storage
Note: This does not include data on the states/UTs that have not reported pesticides consumption. Also, figures for 2019-20 for Haryana,
Jammu and Kashmir, Tripura, Pondicherry, Goa and Nagaland have been taken from inputs provided by the States/UTs during the Zonal
Conference (PP) for Rabi, 2020-21 Season.

• State-Wise Consumption of Chemical Pesticides in India

The top ten states and UTs that reported chemical pesticide consumption accounted for around 83% of the total
chemical pesticide domestic consumption in India during 2022-23.

Of the total, Uttar Pradesh and Maharashtra contributed to a significant share of 23% and 13%, respectively.
Telangana accounted for around 9% of overall chemical pesticide consumption. Following this, Haryana, West
Bengal, Rajasthan, Andhra Pradesh, Karnataka, Tamil Nadu, and Gujarat contributed in the range of around 3%-

186
8%. Others (which include remaining states and UTs) accounted for 6% of the total chemical pesticide
consumption during 2022-23.

Chart 49: State-Wise Consumption of Chemical Pesticides in India during 2022-23 (technical grade) (in %)

Orissa, 3%
Karnataka, 3% Others,
Gujarat, 3% 6%
Chhattisgarh, 3%
Uttar Pradesh, 23%
Rajasthan, 4%

Tamil Nadu, 4%
Maharashtra, 13%

Andhra Pradesh,
4%
West Bengal, 6%
Haryana, Punjab, 10%
8% Telangana,
9%

Source: Directorate of Plant Protection, Quarantine & Storage

• State-Wise Consumption of Bio-Pesticides in India

The top ten states’ and UTs’ bio-pesticide consumption accounted for around 86% of the total bio-pesticide
domestic consumption in India during 2022-23.

Of these, West Bengal, Tamil Nadu, and Chhattisgarh contributed to a significant share of 17%, 12.5%, and
10.2%, respectively. Kerala accounted for around 9% of overall bio-pesticide consumption. Following this,
Gujarat, Telangana, Haryana, Madhya Pradesh, Karnataka, Bihar, and Assam contributed in the range of around
3%-8%. Others (which include remaining states and UTs) accounted for around 6% of the total bio-pesticide
consumption during 2022-23.

Due to warmer weather, the infestation by pests increases, thereby leading to increased consumption of bio-
pesticides majorly in the top states.

Chart 50: State-Wise Consumption of Bio-pesticides in India during 2022-23 (in %)

Rajasthan, 2.3% Others, 5.9%

Punjab, 2.4%
Assam, 3.8% West
Bengal,
Bihar, 5.0% 17.0%
Madhya Pradesh,
5.2% Tamil Nadu, 12.5%
Haryana, 6.1%

Karnataka, 6.3% Chhattisgarh, 10.2%

Telangana, 7.2%
Kerala, 8.7%
Gujarat, 7.6%
Source: Directorate of Plant Protection, Quarantine & Storage

187
• Commodity-Wise Consumption of Chemical Pesticides in India

Pesticides are used and applied across a variety of commodities which includes cereals, vegetables, pulses,
oilseeds, fruits, plantation, cash crops, fibre, and others.

Chart 51: Commodity-Wise Consumption of Chemical Pesticides (Technical Grade) (‘Metric Tonnes)

2018-19

1,055 , 2% 432 , 1%

Cereal
3,567 ,
Vegetable
8%
Pulse
4,995 , 11% Oilseed
17,270 , 39%
2,449 , 6% Fruit
4,881 , 11% Cash Crop

Fibre
3,845 ,
5,759 , 13% Other
9%
Plantation

Source: Directorate of Plant Protection, Quarantine & Storage

2022-23

3,529 , 8% 219 , 1%

1,899 , 5% Cereal
Vegetable
Pulse
Oilseed
6,368 , 15% 17,179 , 41%
Fruit
Cash Crop
1,812 , 4% Fibre
Other
3,024 , 7% Plantation
3,766 , 9% 3,997 , 10%
Source: Directorate of Plant Protection, Quarantine & Storage

Of the total commodities covered by chemical pesticides, cereals account for the majority of the share,
contributing around 39% on average during the five-year period 2018-19 to 2022-23. Following this, pulses, cash
crops, oilseeds, vegetables, and fibres contributed in the range of about 8%-13% on average. The other
commodities that have a small share include fruits (5%), plantations (1%), and others (4%).

• Commodity-Wise Consumption of Bio- Pesticides in India

Among bio-pesticides, cereals account for the largest share with 26% on average during the five-year period 2018-
19 to 2022-23. Following this, pulses, vegetables and oilseeds contributed in the range of about 11%-16% on
average. The use of bio-pesticides in cash crop accounted for about 9%. The other commodities that have a
relatively smaller share include fruits with 5%, plantations and fibres of 3% each.

188
Chart 52: Commodity-Wise Consumption of Bio-Pesticides (Technical Grade) (‘Metric Tonnes)

2018-19

39 , 1% 48 , 1%

Cereal
122 , 3%
282 ,
Vegetable
8%
304 , 808 , 22% Pulse
8% Oilseed
Fruit
575 , 15%
909 , 24% Plantation
Cash Crop
664 , 18% Fibre
Other

Source: Directorate of Plant Protection, Quarantine & Storage

2022-23

Cereal
Vegetable
Pulse
1,251 , 25% Oilseed
1,900 , 38%
Fruit
505 , 10%
Plantation
Cash Crop
466 , Fibre
73 , 2% 9% 312 , 6% Other
159 , 3%
102 , 2% 220 , 5%
Source: Directorate of Plant Protection, Quarantine & Storage

• Areas under Cultivation and Use of Chemical and Bio-Pesticides

The area available for agriculture largely is the same, catering to the growing population and rising demand. There
was a dire need over the years to improve the crop yield and increase efficiency. Consequently, from 2019 to
2023, the area under cultivation has increased at a CAGR of 10%. Whereas the area under cultivation using bio-
pesticides has increased at a faster CAGR of 21.7% during the same period. The usage of bio-pesticides has
increased significantly on account of the various advantages it holds for the soil as well as crop yield.

Furthermore, the area under cultivation using chemical pesticides has increased at a slower pace exhibiting a
CAGR of 7.5% from 2019 to 2023. The government’s thrust towards increasing the usage of organic pesticides
is expected to augur well for bio-pesticides compared to chemical pesticides.

189
Chart 53: Areas under Cultivation and Use of Chemical and Bio-Pesticides

207,562
250,000

198,552

195,875
188,595
200,000

141,555
(in '000 hectare)

111,289

108,216
108,035
150,000

96,042
81,120

100,000

16,868

15,636
14,636

14,014
50,000
7,119

0
2018-19 2019-20 2020-21 2021-22 2022-23

Area under cultivation ('000 hectare) Area under chemical pesticides ('000 hectare)

Area under bio-pesticides ('000 hectare)

Source: Directorate of Plant Protection, Quarantine & Storage

21. Key Growth Drivers

• Agriculture

Agriculture is the primary source of livelihood for about 58% of India’s population. As a result, the share of
agriculture and allied sectors to the total economy’s Gross Value Added (GVA) has been significant and has
increased over the years.

As of 2022-23, the sector is the largest employer of workforce and accounted for a sizeable 15.1% in Gross Value
Added (GVA) of the country. Growth in allied sectors including livestock, dairying and fisheries has also been
the major drivers of overall growth in the sector.

The expansion in the share of agriculture and allied sector’s GVA is backed by an upward trend in the GVA of
agriculture activities. The growth in agriculture GVA has been supported by various measures on credit, market
reforms, and food processing. Moreover, in addition to several measures aimed at increasing productivity and
improving the marketing of agricultural produce, the government also carries out a large food management
programme with significant financial implications in terms of food subsidies.

The growth in the agriculture sector is expected to result in more demand for agrochemicals in India thus aiding
its overall production and consumption.

• Government Support:

The government provides aid to the rural economy through various budget announcements that aim at reviving
rural areas and raising farmers' income. In addition, growth in credit facilities to farmers through institutional
credit mechanisms and low-interest rate farm loans are likely to motivate farmers towards usage of pesticides that
help increase the productivity and yields of crops. Besides, the increased minimum support price (MSP) of crops
also may contribute to pesticide usage. Moreover, in the recent Union Budget 2022-23, the government promoted
the concept of natural and organic farming, thereby encouraging the usage of environment-friendly agrochemicals.

• Growth in Food Demand:

With the expected increase in population, the demand for food grain in India is likely to rise. Accordingly, the
growing consumption needs are to be met with almost the same arable land. Thus, raising farm productivity

190
becomes important and this can be done with optimal usage of products like agrochemicals. It is to be noted that
per hectare consumption of pesticides in India is one of the lowest in the world.

• Increasing Demand for Horticulture and Floriculture:

Fruits and vegetables have a significant share of around 90% of the Indian horticulture output. With increased
consumption of healthy and nutritive foods, the demand for fruits and vegetables is likely to increase. This, in
turn, is expected to support higher consumption of fungicides, which helps in contracting post-harvest losses in
fruits and vegetables.

• Growing Awareness of Bio-Pesticides:

The rising awareness with respect to the environment-friendly usage of agrochemicals and the use of integrated
pest management (IPM) mechanisms are expected to encourage the application of biopesticides. The biopesticides
market in India constitutes a small proportion, offering growth opportunities for the segment.

• Off-Patent Molecules:

Any pesticide that goes off-patent provides an opportunity for the Indian industry to develop generic molecules.
Such an event thus opens up opportunities for Indian manufacturers to increase their exports. An opportunity
amounting to around USD 5 billion is estimated to go off-patent by FY27. This is likely to support pesticide
exports from India going forward.

• Export Markets:

The outbound shipments account for a major share of the Indian agrochemicals market and have grown at a CAGR
of around 8.1% over the five-year period 2018-19 to 2022-23, thus driving the overall agrochemicals industry.
These exports have not just supported the agrochemicals industry but also the overall chemical exports from India
as the contribution of pesticides has been significant. To support the ambition of making India a USD 5 trillion
economy by 2025, the Indian agrochemical industry is estimated to make outbound shipments of around Rs.385
billion by 2025. This target is also likely to encourage agrochemical/pesticide exports from India.

22. Key Government Regulations

Proposed Pesticide Management Bill 2020

The Insecticides Act, 1968 (the Act) was enacted to regulate the import, manufacture, sale, transport, distribution
and use of insecticides with a view to preventing risk to human beings or animals. In the said Act, there is a lack
of sufficient deterrence against violations and there is no stricter penalty to safeguard the farmers' interest. There
is also no mechanism to regulate pricing and disposal in an environmentally sound manner. Further, the Act is
more than fifty years old and its provisions are inadequate to meet the multi-dimensional management and
administration of pesticides in present times. It is also important to align India's obligations with various
International forums.

In view of the above, stricter penalties are required to safeguard the interest of farmers, which is jeopardized by
the rampant availability of pesticides which are of dubious and deceptive identity, composition and source. In this
background, a need was felt to bring new legislation providing for better management of pesticides. With this in
view, it is proposed to replace the Insecticides Act, 1968, with a new legislation, namely, the Pesticide
Management Bill, 2020.

The proposed bill will ensure transparency and effective implementation of the provisions of the proposed
legislation and also enable the central government to make rules relating to the manner in which the powers and
functions of the Registration Committee would be exercised. The provision is also made to encourage indigenous
manufacturing and to promote pesticides that are biological and based on traditional knowledge. While registering
a pesticide, the Registration Committee apart from evaluating its safety and efficacy, would also be guided by
factors like necessity, end use, risk involved and availability of safer alternatives. The provision has been made to
constitute an authority to exercise such powers and perform such functions relating to regulating the price of
pesticides.

191
Proposal to Ban Certain Molecules in India

The government considering the demands of nations that import from India has banned certain pesticides to avoid
the loss of exports from India. For example, pesticide residue problems affected the exports of Basmati rice to the
European Union (EU) following strict rules imposed by the EU on the usage of chemicals. Similarly, Saudi Arabia
also insisted on tightening norms on the minimum residue levels of pesticides on Basmati rice imported from
India. Punjab, which accounts for close to half of the exported rice from India, then announced a ban on the usage
of 9 chemicals during the kharif season 2020.

The Union government also reviewed 66 contentious pesticides for their toxicity. While 18 of these were banned
in 2018, the government, in January 2021, had appointed an expert panel to review the agrochemicals industry’s
objections to the proposed ban on 27 widely used pesticides.

The list of 18 pesticides that were banned in 2018 and the list of 27 pesticides for the proposed ban is given
below.

List of 18 Pesticides

S.No. Pesticides S.No. Pesticides S.No. Pesticides

1 Alachlor 7 Fenthion 13 Sodium Cyanide
2 Benomyl 8 Linuron 14 Thiometon
3 Carbaryl 9 Methoxy Ethyl Mercury Chloride 15 Triazophos
4 Diazinon 10 Methyl Parathion 16 Tridemorph
5 Dichlorvos 11 Phorate 17 Trichlorfon
6 Fenarimol 12 Phosphamidon 18 Trifluralin
Source: Government notifications and releases

List of 27 Pesticides

S.No. Pesticides S.No. Pesticides S.No. Pesticides

1 Acephate 10 Deltamethrin 19 Oxyfluorfen
2 Atrazine 11 Dicofol 20 Pendimethalin
3 Benfuracarb 12 Dimethoate 21 Quinalphos
4 Butachlor 13 Dinocap 22 Sulfosulfuron
5 Captan 14 Diuron 23 Thiodicarb
6 Carbendazim 15 Malathion 24 Thiophanat emethyl
7 Carbofuran 16 Mancozeb 25 Thiram
8 Chlorpyriphos 17 Methomyl 26 Zineb
9 2,4-D 18 Monocrotophos 27 Ziram
Source: Government notifications and releases

The ban on these products will cause a significant amount of disruption in the market. Major players like UPL
Ltd, despite having a wide portfolio will suffer an impact. Rallis India and Insecticides India would further be
affected by the ban of pendimethalin, atrazine and captan. Considering India is one of the major exporters of some
molecules listed in the draft order, the ban will lead to an adverse impact on the global supply chain.

Regulation of Pesticides Awaiting to undergo Modifications

The Government of India regulates the manufacture, sale, transport, export/import etc. of pesticides under the
guidelines of the Insecticides Act, 1968. The Insecticide Act, 1968 is administered through the Ministry of
Agriculture, Department of Agriculture and Cooperation (DAC). Central Insecticides Board and the Registration
Committee are the agencies under the Department to regulate the manufacture, distribution, export, import, ban
and usage of pesticides. The Insecticide Act is enforced by the State Governments.

As per this act, no pesticide is allowed for production/import without registration. Compulsory registration is
needed for the product at the central level and licenses for manufacture, formulation and sale at the state level.
This creates hindrances as various state governments have different sets of rules. Also, the government has
proposed a steep hike in registration fees for pesticides. The price hike proposed is from Rs. 5000 to Rs. 4,50,000.

The government is in the process of replacing the old legislation with the proposed Pesticides Management Bill,

192
2020.

Central Insecticides Board - Established Under Section 4 of the Insecticides Act, 1968

Objectives

The Central Insecticides Board advises the Central Government and State Governments on technical matters
arising out of the administration of this Act and to carry out the other functions assigned to the Board by
or under this Act.

The matters on which the Board may advise include:

• the risk to human beings or animals involved in the use of insecticides and the safety measures necessary
to prevent such risk;

• the manufacture, sale, storage, transport and distribution of insecticides with a view to ensuring the safety
of human beings or animals.

Functions

a. Advise the Central Government on the manufacture of insecticides under the Industries (Development
and Regulation) Act, 1951 (65 of 1951).

b. Specify the uses of the classification of insecticides on the basis of their toxicity as well as their suitability
for aerial application.

c. Advise tolerance limits for insecticide residues and establishment of minimum intervals between the
application of insecticides and harvest with respect to various commodities.
d. Specify the shelf-life of insecticides.

e. Suggest colourization, including colouring matter which may be mixed with concentrates of insecticides,
particularly those of a highly toxic nature.

f. Carry out such other functions as are supplemental, incidental or consequential to any of the functions
conferred by the Act or the Rules.

By-laws have been framed for the Central Insecticides Board. The by-laws require the Central Insecticides Board
to meet at least once in 6 months.

23. Key Government Initiatives

Agriculture being a state subject, the state government is primarily responsible for the growth and development
of the agriculture sector developing perspective plans for their respective states and ensuring effective
implementation of the programmes/schemes. However, the Government of India supplements the efforts of the
State Governments through various schemes/programmes.

The details of various schemes, reforms and policies are given below:

A. Agri Infrastructure Fund

B. Agricultural Mechanization

C. Changes in Disaster Relief Standards

D. Creation of a Start-up Ecosystem in agriculture and allied sector

E. Fixing MSP at one-and-a-half times the cost of production

F. Improvement in farm produce logistics, Introduction of Kisan Rail

193
G. Income support to farmers through PM KISAN

H. Increase in procurement from farmers

I. Institutional credit for the agriculture sector

J. Micro Irrigation Fund

K. National Bee and Honey Mission (NBHM)

L. Neem Coating of Urea

M. Pradhan Mantri Fasal BimaYojana (PMFBY)

N. Pradhan Mantri Krishi Sinchai Yojana (PMKSY)

O. Promotion of FPOs Scheme

P. Promotion of organic farming in the country

Q. Providing Soil Health Cards to farmers

R. Setting up of E-NAM extension Platform

S. Unprecedented enhancement in budget allocation

The government has taken several steps to increase investment in the agriculture sector such as enhanced
institutional credit to farmers; promotion of scientific warehousing infrastructure for increasing shelf life of
agricultural produce; setting up of Agri-tech Infrastructure Fund for making farming competitive and profitable;
developing commercial organic farming etc.

The government is implementing various schemes for the supply of farm inputs, like seeds, fertilisers, agricultural
machinery and equipment, irrigation facilities, institutional credit, etc., at subsidized rates to the farmers in the
country. The government has recently taken several steps to increase investment and growth in the agriculture
sector which include the creation of the Long-Term Irrigation Fund (LTIF), the Micro Irrigation Fund for water
use efficiency, the promotion of commercial organic farming, etc. The details of such major schemes /steps are
given below.

The government of India has launched the Central Sector Scheme of financing facility under the Agriculture
Infrastructure Fund (AIF) to boost Agriculture Infrastructure relating to post-harvest management and community
farming assets. Under this scheme entities such as farmers, agri entrepreneurs, start-ups, Central/ State agencies
or local body-sponsored public-private partnership projects, etc., can take benefit for setting up eligible
infrastructure projects.

Some of the schemes are:

• Rashtriya Krishi Vikas Yojana (RKVY): Under the Rashtriya Krishi Vikas Yojana (RKVY) Scheme
of the Ministry of Agriculture, grants-in-aid is given to state governments on the basis of the projects
approved in State Level Sanctioning Committee Meeting (SLSC). States can take up projects for the
development of Agriculture and allied sectors in Public Private Partnership (PPP) for the Integrated
Agriculture Component.

• Mission for Integrated Development of Horticulture (MIDH): Under the Mission for Integrated
Development of Horticulture (MIDH) of this Ministry financial assistance in the range of 35% to 55%
of the eligible project cost is available in the form of credit-linked back-ended for creation of Post-
Harvest management infrastructure like Pack Houses, Pre-cooling units, Integrated pack houses,
Refrigerator van, Primary/mobile Processing unit, cold storage etc farm gate level to consumption level.

• Pradhan Mantri Kisan Samman Nidhi (PM-KISAN) Scheme: The Pradhan Mantri Kisan Samman
Nidhi (PM-KISAN) Scheme is being implemented with a view to provide income support to all

194
 landholding farmer families across the country, to enable them to take care of expenses related to
agriculture and allied activities as well as domestic needs. The Scheme, effective from 1.12.2018, aims
to provide a payment of Rs.6000/- per year for the farmers’ families with cultivable land holding, subject
to certain exclusions. The financial benefit of Rs.6000/- is being released by the Central Government in
three 4-monthly instalments of Rs.2000/- over the year directly into the bank accounts of the eligible
farmers under the Direct Benefit Transfer mode.

Impact of Schemes and Initiatives by the Government of India

The efforts from the Government of India is very crucial to uplift the agricultural segment of the rapidly advancing
country. The budgetary allocations to this segment is Rs. 7.27 lakh crore in FY25 which is 5 times more than that
of FY07-FY14 duration.

Infrastructure near farms is key to farmers’ welfare. Since the inception of the Agriculture Infrastructure Fund,
₹35,262 crore have been sanctioned for 48,352 projects. Major projects include 11,165 warehouses, 10,307
primary processing units, 10,948 custom hiring centers, 2,420 sorting and grading units, 1,486 cold storage
projects, 169 assaying units, and around 11,857 other post-harvest management projects and community farming
assets.

The introduction of 100% neem coated urea and the rise in urea production to 310 lakh metric tonnes from 225
lakh metric tonnes in 2014 highlight significant progress. Under the Paramparagat Krishi Vikas Yojana, Rs
1,980.88 crore have been released since FY16, benefiting 16.19 lakh farmers across 8.13 lakh hectares.

Agricultural mechanization has been boosted with Rs 6,405.55 crore till December 2023. The Sub-Mission on
Agricultural Mechanization (SMAM) includes Rs 141.41 crore for Kisan drone promotion, facilitating the
purchase of 317 drones for demonstration across 79,070 hectares and supplying 527 drones to farmers on subsidy.

Recognizing the invaluable role farmers play in driving the economy, the Government of India has extended
support through numerous policies and schemes. These policies provide financial aid to farmers, alleviating
hardships and enabling them to sustain their families while contributing to the nation's welfare. Agriculture
constitutes an estimated 18% of India's GVA in FY24, which is very import for the nation's economy. Despite
challenges like the global health crisis and climate variability, the sector has shown remarkable resilience,
significantly contributing to India's economic recovery and development.

The total food grains production for FY24 was 309.3 million tonnes. Production of rice, wheat, pulses, coarse
cereals, and oilseeds saw record increases, making India a global leader in the production of milk, pulses, and
spices, and the second-largest producer of fruits, vegetables, tea, farmed fish, sugarcane, wheat, rice, cotton, and
sugar. With appropriate policies, India's farmers have demonstrated their ability to meet global food demands.

The government's initiatives, such as Pradhan Mantri Kisan Maandhan Yojana (PM-KMY), Pradhan Mantri Kisan
Samman Nidhi (PM-KISAN), and PMFBY, have been instrumental in providing financial and income support to
farmers. Every year, under PM-KISAN, direct financial assistance is provided to 11.8 crore farmers with over Rs
2.80 lakh crore disbursed so far.

The government has introduced various initiatives for digital inclusion and mechanization to foster productivity.
The launch of the digital platform e-NAM (National Agriculture Market) in 2016 has facilitated the integration of
Agriculture Produce Marketing Committees (APMC) mandis to provide a wide range of benefits to farmers,
farmer-producer organizations (FPOs), buyers, and traders. The number of markets linked to the e-NAM platform
has increased from 250 in 2016 to 1,389 in 2023, facilitating the online trading of 209 agriculture and horticulture
commodities.

Apart from the above schemes, the government has also introduced the Agricultural Export Policy which has led
the export reaching over Rs 4.2 lakh crore in FY23. Ministry of Cooperation has been established under which
the world’s largest Grain Storage Plan has been launched. 2 lakhs societies are also being established in the
villages under the Ministry. To ensure the momentum, the government is also promoting private and public
investment in the post-harvest activities.

• Overview and Types of Fertilisers

Fertiliser is any material of natural or synthetic origin that is applied to plant tissues or soil to supply plant

195
nutrients. For most modern agricultural practices, fertilization focuses on three main macronutrients: Nitrogen
(N), Phosphorous (P), and Potassium (K).

Fertilisers are mainly classified as:

a. Chemical fertilisers

b. Organic fertilisers

c. Bio-fertilisers

Figure 2: Classification of Fertilisers

Source: CareEdge Research based on Industry Sources

Chemical fertilisers are the artificial fertilisers manufactured in the industries. Some examples of chemical
fertilisers are ammonium phosphate and potassium sulphate. Chemical fertilisers are further classified into urea
and non-urea fertilisers. The total production of chemical fertilisers as of March 2023 was 48.6 million tonnes. Of
this, 28.5 million tonnes were urea and 20.1 million tonnes was non-urea fertilisers.

Bio-fertilisers are substances containing microbes that enhance plant nutrition or increase nutrient availability in
soils. For example, azospirillum and rhizobium.

Organic fertilisers are natural products used by farmers to provide plant nutrients for crops. They increase the
organic matter in the soil, which further releases plant food in the available form for the use of crops.

A. Bio-fertilisers

24. Overview and Key Types of Bio-Fertilisers

As per several studies conducted by Centre of Science & Environment, crops no longer respond to chemical
fertilisers as they used to. The fertiliser response ratio used to be 13.4 in 1970 which further reduced to 2.7 by
2015. Due to heavy subsidies provided for nitrogen, the nitrogen-phosphorous-potassium ratio has been skewed
toward nitrogen. However, the continuous use of nitrogenous fertilisers adversely affected the soil health in India.
The crops displayed symptoms of deficiencies in macro and micronutrients. This became a growing concern and
led to the search for alternative non-chemical choices, which included bio-fertilisers and organic fertilisers.

Bio-fertilisers contain microbes that enhance plant nutrition or increase nutrient availability in soils. E.g.

196
azospirillum, rhizobium, etc. They are regulated under the Fertiliser Control Order (FCO).

Bio-fertilisers are primarily classified into two types:

• Bacterial Bio-fertilisers

• Fungal Bio-fertilisers

Figure 3: Classification of Bio-fertilisers

Source: CareEdge Research

Bacterial Bio-fertilisers

Of the two types of bio-fertilisers, bacterial bio-fertilisers account for a major share while fungal bio-fertilisers
account for a relatively smaller share. This is because bacterial bio-fertilisers include nitrogen fixers that are used
largely to fix the nitrogen levels of plants. As nitrogen fixers are used in large quantities, their application is made
convenient with two physical forms – carrier-based and liquid-based. This is explained in detail later in the
chapter.

Apart from nitrogen fixers, bacterial bio-fertilisers include phosphate-solubilizing, zinc-solubilizing, and
potassium-mobilizing bio-fertilisers. The application of these bio-fertilisers however is low compared to that of
nitrogen fixers.

Some of the types of bacterial bio-fertilisers are:

1. Nitrogen Fixers

• Rhizobium:

o This belongs to a bacterial group and a classic example is symbiotic nitrogen fixation. The
bacteria infect the legume root and form root nodules within which they reduce molecular
nitrogen to ammonia further utilized by the plant to produce valuable vitamins, proteins, and
other nitrogen-containing compounds.

o It is a relatively more effective and widely used biofertiliser. The rhizobium population in the
soil is dependent on the presence of legume crops in the field. When there is an absence of
legumes, the population of rhizobium in the soil diminishes.

197
• Azotobacter:

o It is a common soil bacterium. Soil organic matter is an important factor that decides the growth
of this bacteria.

o It is well known as a free-living nitrogen-fixing aerobic bacterium and is used as a biofertiliser

for all non-leguminous plants, especially rice, cotton, vegetables, etc.

• Azospirillum:

o This is known to have a close associative symbiosis with the higher plant system.

o It is known to fix the considerable quantity of nitrogen in the rhizosphere in non-leguminous

plants such as cereals, millets, oilseeds, cotton, and other minor millets and fodder grasses.

2. Phosphate Solubilizing Bacteria (PSB)

These bacteria are beneficial in solubilizing inorganic phosphorous from insoluble compounds. One of the most
important traits associated with plant phosphate nutrition is the solubilization ability of rhizosphere
microorganisms. Phosphorous is a major essential macronutrient for plants, and hence, is applied to soil in the
form of phosphate fertilisers. The main purpose of managing soil phosphorous is to optimize crop production and
minimize the loss of phosphorous from soils.

The other types of bacterial bio-fertilisers are zinc-solubilizing bacteria and potassium-mobilizing bacteria.
However, these are not as widely used as the aforementioned.

Fungal Bio-fertilisers

Fungal bio-fertilisers are of two types, phosphate solubilizing and mycorrhizal. Both are essential for plants as
phosphorous is a major essential macronutrient. These bio-fertilisers manage soil phosphorous to optimize crop
production, minimize loss of phosphorous, and protect plants from nematodes or worms.

• Vesicular Arbuscular Mycorrhiza (VAM):

o VAM associates symbiotically with the roots of the plants and helps in increased absorption of
phosphorous. It is an effective soil inoculant. Mycorrhizae in nature are obligate and require a
living host for its survival.

o Further, it protects the plants from nematodes or worms and pathogenic fungi and acts as an
accessory to the root hairs in the process of nutrient absorption and mobilization. VAM is used
as a biofertiliser for fibre and sugar crops, cereals, millets, pulses, fruits, vegetables, etc.

Another type of fungal biofertiliser used is phosphate-solubilizing fungal bacteria.

Furthermore, bio-fertilisers are disseminated through two modes –

a) Carrier-Based Fertilisers

In this category of fertilisers, bio-fertilisers are supplied as carrier-based microbial inoculants to the soil to provide
extra immunity and/or enrich soil fertility. The carrier is a medium that under specified conditions carries
microorganisms in sufficient quantities and keeps them viable. One crucial factor for the production of good-
quality bio-fertilisers is ensuring that the ideal carrier material is used.

An ideal carrier material should have the following characteristics:

• It should be highly-absorptive and easy to process

• Non-toxic to microorganisms

198
• Should be easily sterilizable

• Available in low-cost and ample amounts

• Provide good adhesion to seeds

• Should have a good buffering capacity

• Should have high organic matter content and a water-holding capacity of more than 50%

Bio-fertilisers are supplied to the soil by seed inoculation in which the bacteria-carrier mixture is mixed with water
to make a slurry and then mixed with seeds or by soil inoculation, wherein it is spread over the field during
cultivation.

b) Liquid Bio-fertilisers

In this category of fertilisers, as the name suggests the formulation is liquid and contains the dormant form of
desired microorganisms and their nutrients alongside a few other substances that enable the formation of cysts or
resting spores for longer shelf-life and tolerance to adverse conditions.

On reaching the soil, the dormant forms germinate to produce a fresh batch of active cells. Further, with the help
of a carbon source in the soil or root exudates, the cells grow and multiply. These bio-fertilisers are more
advantageous compared to conventional carrier-based bio-fertilisers.

Some of the advantages of liquid bio-fertilisers over conventional carrier-based bio-fertilisers are:

• Longer shelf life, typically 12-24 months

• No contamination

• No loss of properties takes place as the storage is up to 45 degrees Celsius

• Can be identified easily as it has a typical fermented smell

• A lot of cost is saved on carrier material, pulverization, neutralization, sterilization, packing, and support

• Quality control protocols are easy and quick

• Can be easily used by the farmer

• High commercial revenues and export potential

❖ Different kinds of carrier-based and liquid bio-fertilisers are listed below. These are the most commonly used
bio-fertilisers in the country.Share of Liquid and Carrier Bio-Fertilisers

Chart 54: Share of Liquid and Carrier-Based Bio-Fertilisers

100% 7
23 27 18
80%
58
60%
93
40% 77 73 82

20% 42

0%
2017-18 2018-19 2019-20 2020-21 2021-22

Carrier based Liquid based

199
Source: Biofertiliser Statistics 2019-20, Fertiliser Association of India, Department of Agriculture & Farmers Welfare

Out of both the bio-fertilisers produced, liquid and carrier-based, the production of carrier-based is more compared
to the liquid fertiliser. However, this trend changed in 2021-22. The carrier-based bio-fertilisers produced were
1,69,379 tonnes and the liquid fertilisers produced were 2,32,934 kilolitres in 2021-22.

Further, the share of carrier-based fertiliser in the total production of fertilisers is more in all the years ranging
from 2018-2021. However, in 2021-22, the share of carrier-based fertiliser contracted to 42% y-o-y and that of
liquid-based fertiliser contracted to 58% y-o-y.

Carrier-based fertilisers are less efficient, and hence, to enhance and increase the yield of the crops, there was a
need to raise the production of liquid fertilisers. The share of liquid fertilisers has been increasing on account of
growing demand for high-efficiency fertilisers, convenience of use and application, and adoption of precision
farming and protected agriculture. Liquid fertilisers get easily absorbed and offer faster outcomes.

Moreover, the other major growth drivers of the liquid fertiliser market are the need for micro-nutrients,
investment by government and private players, and increasing research & development activities. The handling
and storage costs of liquid fertilisers are higher compared to carrier-based fertilisers, and hence, during the
pandemic, the production and demand for liquid fertilisers were reduced.

Furthermore, between 2023 to 2025, carrier-based biofertiliser production is expected to shrink at a CAGR of
around 15-20% and liquid bio-fertilisers are expected to grow at a CAGR of around 10-15%.

• Trend in Bio-Fertiliser Production and Outlook

The total production in 2021-22 of carrier-based solid bio-fertilisers in India was about 169 thousand tonnes. This
marked a growth of about 40% from 2018-19. It increased at a CAGR of 8.7% during 2017-18 to 2021-22.

In the case of liquid fertilisers, India produced about 2,32,934 kiloliters of liquid bio-fertilisers in 2021-22. This
marked a growth of about 2479% from 9,033 kiloliters in 2017-18. This segment grew by a higher 125% CAGR
during 2017-18 to 2021-22.

Chart 55: Trend in Carrier-Based Fertiliser Chart 56: Trend in Liquid Fertilisers
(In Thousand Tonnes) (In Kilolitres)
250 250,000 232,934
225,000
Production (in kilo litres)

192 200,000
200
169 175,000
150,000
Production

150
121 125,000
100,000
100 73 79 75,000
42,240
50,000 22,646 30,106
50 25,000 9,033
0
0 2017-18 2018-19 2019-20 2020-21 2021-22
2017-18 2018-19 2019-20 2020-21 2021-22 Years

Years

Source: Biofertiliser Statistics 2019-20, Fertiliser Association of Source: Biofertiliser Statistics 2019-20, Fertiliser Association of
India, Department of Agriculture & Farmers Welfare India, Department of Agriculture & Farmers Welfare

The following reasons are attributed to the growth in the production of carrier-based fertilisers as well as liquid
fertilisers:

Development of New Eco-Friendly Technologies for Production:

Development of new technologies like the development of mixed inoculants has taken place. This is considered
an important approach as different microbial strains facilitate combined biofertilization effect and help plants to
promote better uptake of nutrients.

200
Such technologies will overcome the shortcomings of conventional chemical-based farming and have a positive
influence on both soil sustainability and plant growth.

Rising Government Support to Promote Bio-fertilisers:

The government has taken various initiatives and programmes such as the National Food Security Mission
(NFSM), which assists of up to Rs.300 per hectare for the promotion of various bio-fertilisers such as rhizobium,
azospirillum, azotobactor, phosphate-solubilizing bacteria, potash-mobilizing bacteria, zinc-solubilizing bacteria,
and mycorrhiza culture.

Under the Capital Investment Subsidy Scheme (CISS) of Soil Health Management Scheme (SHM) of National
Mission of Sustainable Agriculture (NMSA), Government is aiding for setting up of state of art liquid/ carrier-
based bio-fertiliser/ bio-pesticide units of 200 Ton Per Annum (TPA) capacity. 100% assistance is provided to
State Government / Government agencies up to a maximum limit of Rs.160.00 lakh/unit. Similarly, for
individuals/ private agencies assistance up to 25% of cost limited to Rs.40 lakh/unit as capital investment is
provided through NABARD.

Increasing Emphasis on Organic Culture:

The excessive use of synthetic fertilisers has led to the contamination of soil and the destruction of
microorganisms. To reduce the increasing pollution of soil, organic farming is being adopted.

The rising demand for organic food is further motivating farmers to adopt bio-fertilisers. Also, the general
population is increasingly concerned about the quality of food they consume and are willing to pay for the same.
Thus, farmers too consider investing in bio-fertilisers.

Increased Demand for Cereals and Grains:

The demand for cereals and grains has increased and rhizobium is widely used as a biofertiliser and crop enhancer
for cereal. It has been found that rhizobia can make an association with gramineous plants without forming nodule-
like structures or any disease symptoms.

Outlook:

The market for bio-fertilisers is expected to continue to grow in the coming years. This will be backed by a higher
understanding of environmental hazards caused by the use of synthetic agrichemicals, primarily the pollution and
contamination of soil, and growing health concerns that come along with it. As evidenced by past trends, liquid-
based bio-fertilisers are expected to increase at a faster rate than carrier-based bio-fertilisers.

Also, there is an urgent need for a shift to more sustainable agricultural production methods with a greater focus
on promoting sustainable mechanisms. Accordingly, bio-fertilisers are considered one of the best strategies and a
possible solution to meet the parallel challenges of global food security and environmental stability.

Similarly, factors like increased plant nutrient absorption, improved soil fertility, and lower human health risks
associated with the product are some of the factors that will help in augmenting the biofertiliser industry market
growth.

• Region-Wise Split of Bio-Fertiliser Production for the year 2020-21

The production of carrier-based and liquid fertilisers can be looked at zone wise as given below:

❖ South Zone: In the south, Tamil Nadu produced most of the carrier-based fertilisers and Karnataka was
responsible for the highest production of liquid fertilisers.

Table 11: Zone-Wise Production of Fertilisers (South)

Types of Bio-Fertilisers(2020-21) States

Andhra Karnataka Kerala Puducherry Tamil Nadu Telangana
Pradesh
Carrier-based fertilisers (in tonnes) 181 1,866 97 76 64,384 320

201
 Types of Bio-Fertilisers(2020-21) States
Andhra Karnataka Kerala Puducherry Tamil Nadu Telangana
Pradesh
Liquid fertilisers (in kiloliters) 99 9,713 2,112 2 732 150
Source: State of Bio-fertilisers & Organic fertilisers in India, Centre for Science & Environment (CSE)

❖ West Zone: In the west, Maharashtra produced most of the carrier-based fertilisers after Gujarat. Gujarat,
along with carrier-based fertilisers was also the highest liquid fertilisers producing state.

Table 12: Zone-Wise Production of Fertilisers (West)

Types of Bio-Fertilisers (2020-21) States

Chhattisgarh Gujarat Goa Madhya Maharashtra Rajasthan
Pradesh
Carrier-based fertilisers (in tonnes) 56 19,108 30 1,748 15,591 1,570
Liquid fertilisers (in kiloliters) 163 8,056 - 262 2,141 -
Source: State of Bio-fertilisers & Organic fertilisers in India, Centre for Science & Environment (CSE)

❖ North Zone: In the north, Uttar Pradesh was responsible for the highest production of carrier-based fertilisers
and Uttarakhand was responsible for the highest production of liquid fertilisers.

Table 13: Zone-Wise Production of Fertilisers (North)

Types of Bio-Fertilisers States

(2020-21) Delhi Chandigarh Haryana Himachal Punjab Uttar Uttarakhand
Pradesh Pradesh
Carrier-based fertilisers (in 347 - 8,517 200 - 13,724 2,692
tonnes)
Liquid fertilisers (in - - 108 0 157 593 1,151
kiloliters)
Source: State of Bio-fertilisers & Organic fertilisers in India, Centre for Science & Environment (CSE)

❖ East Zone: In the east, West Bengal was the highest carrier-based fertilisers producing state followed by
Odisha. Whereas, Odisha was the highest liquid fertiliser producing state.

Table 14: Zone-Wise Production of Fertilisers (East)

Types of Bio-Fertilisers (2020-21) States

Bihar Jharkhand Odisha West Bengal
Carrier-based fertilisers (in tonnes) 162 15 1,405 2,235
Liquid fertilisers (in kiloliters) 2 - 860 34
Source: State of Bio-fertilisers & Organic fertilisers in India, Centre for Science & Environment (CSE)

❖ North-East Zone: For the north-east, according to the past year data, Assam and Tripura are the highest
carrier-based fertiliser producing states whereas Assam and Sikkim are the highest liquid fertiliser producing
states.

• Usage of Bio-Fertilisers in Crops and Plantations

Bio-fertilisers like bacterial bio-fertilisers include nitrogen fixers that are used largely to fix the nitrogen levels of
plants which is generally low in Indian states. Despite India holding a prominent position in the production of
crops like rice and cotton, the level of nitrogen for these crops continues to be a barrier. The usage of bio-fertilisers
helps in improving the crop yield, aids in nutrition absorption, and is environment-friendly unlike chemical
fertilisers (which are also used to fix the nitrogen levels).

Rice

Application of Bio-fertilisers in Rice

Symbiotic systems such as the Azolla and Anabaena complex and that of leguminous green manures with
rhizobium and azo rhizobium association are of value to wetland rice crops and supplement inorganic nitrogen
for cereals.

202
Further, Azotobacter can be applied to rice through seed or seedling or soil to fix the nitrogen in the soil.
Inoculation with Azospirillum promotes early tillering and growth of rice. It also significantly increases the filling
rate of grain and the grain per weight per plant at harvest.

The production of rice as of 2022-23 is estimated to be 130.8 million tonnes as per the 2nd Advance Estimates
released by the Ministry of Agriculture and Farmers Welfare. Andhra Pradesh accounts for around 7% of the total
rice production in India.

Chart 57: Production Trend of Rice in India (million tonnes)

135
130.8
129.5
130
124.4
125

120 118.7
116.5
115

110

105
2018-19 2019-20 2020-21 2021-22 2022-23*
Source: National Food Security Mission, Ministry of Agriculture & Farmers Welfare
Note: * As per 2nd Advance Estimates

Cotton

Application of Bio-fertilisers in Cotton

When the crop preceding cotton is heavily fertilised, it reduces the nitrogen recommendation by 25%. The seeds
are treated with 600g/ha of azospirillum and 600g/ha of phosphobacteria or 1200g/ha of azophos. Additionally,
2000g/ha of azospirillum and phoshphobacteria or azophos (4000g/ha) each is mixed with 25kg of farmyard
manure and 25kg of soil on the seed line. This saves 25% nitrogen and also increases the yield. Whereas to increase
the germination and vigour, the seeds are coated with arappu leaf powder, DAP, micronutrient mixture,
azospirillum, phosphobacteria, azophos, and maida solution or gruel as an adhesive.

Chart 58: Production Trend of Cotton in India (in ‘000 tonnes)

8000.00
6,749.78 6,596.87
7000.00 6,311.46
5,823.92
6000.00 5,248.23
5000.00
4000.00
3000.00
2000.00
1000.00
0.00
2018-19 2019-20 2020-21 2021-22 2022-23*
Source: Cotton Association of India
Note: * indicates estimate

The production of cotton as on 2021-22 was 5,823 thousand tonnes and it is estimated to be 6,311 thousand tonnes
in 2022-23.

203
In addition to crops like rice and cotton, chilli also requires high levels of nitrogen for its growth.

Chilli

Application of Bio-fertilisers in chilli

Earlier, little fertiliser was used on chillies but the development of early maturing varieties with high yield
potentials and growing chillies under irrigated conditions resulted in increased use of fertilisers. Chillies heavily
use Nitrogen (N), Phosphorous (P) and Potassium (K). When nitrogen is applied heavily, there is an increase in
vegetative growth and the maturity is delayed. It also delays flowering by 5 days while application of phosphorous
reduces flowering days to 13 days.

Chart 59: Production Trend of Chilli in India

5.0
4.5
4.0
3.5
in thousand tonnes

3.0
2.5
2.0
1.5
1.0
0.5
0.0
2017-18 2018-19 2019-20 2020-21 2021-22

Red Chilli Green Chilli

Source: APEDA (Agricultural and Processes food products Export Development Authority)

The production of green chilli as on 2021-22 was 4,220.7 thousand tonnes and of red chilli was 1,874 thousand
tonnes.

Table 15: Production of Red Chilli in 2021-22 ('000 Table 16: Production of Green Chilli in 2021-22 ('000
tonnes) tonnes)
State Production Share (%) State Production Share (%)
Andhra Pradesh 700 37.35 Karnataka 1,006.96 23.86
Telangana 433.12 23.11 Madhya Pradesh 726.9 17.22
Madhya Pradesh 296.69 15.83 Andhra Pradesh 506.87 12.01
Karnataka 184.53 9.85 Bihar 481.33 11.4
Orissa 69.26 3.7 Maharashtra 353.33 8.37
Maharashtra 23.73 1.27 Jharkhand 256.36 6.07
Gujarat 22.36 1.19 West Bengal 213.53 5.06
Tamil Nadu 21.59 1.15 Chhattisgarh 206.88 4.9
Assam 19.65 1.05 Haryana 141.65 3.36
Punjab 15.88 0.85 Telangana 98.19 2.33
Others 87.2 4.65 Others 228.72 5.42
Total 1874.01 100.00 Total 4220.72 100.00
Source: APEDA (Agricultural and Processes food products Export Development Authority)

B. Organic Fertilisers

25. Overview of Organic fertilisers

Organic fertilisers are natural products used by farmers to provide plant nutrients for crops. They increase the
organic matter in soil which in turn releases plant food in available form for the use of crops. They also enable
the soil to hold more water and help in improving the drainage in clay soils.

204
Organic Fertiliser Production in India

Chart 60: Organic Fertiliser Production in India (in ‘000 MT)

70,000
60,594
60,000

50,000
41,101 42,941
40,000 33,872
28,030
30,000

20,000

10,000

0
2016-17 2017-18 2018-19 2019-20 2020-21
Source: National Centre for Organic and Natural Farming

During the five-year period 2017-2021, the production of organic fertilisers has grown at a Compound Annual
Growth Rate (CAGR) of 11.3% from 28,030 million tonnes in 2017 to 42,941 million tonnes in 2021.

The most widely-used organic fertiliser is farmyard manure, holding approximately 80% share followed by rural
compost which is around 10%.

Chart 61: Share of Different Types of Organic Fertilisers in 2019-20 (in %)

City compost, Organic manure, Vermi-compost,

0.67 5.11 4.39
PROM, 0.15 Bioenriched
organic manure ,
0.06

Rural compost,
9.93

Farmyard
manure, 79.68

Source: National Centre for Organic and Natural Farming

Some of the organic fertilisers are:

• Farmyard Manure

It refers to the decomposed mixture of dung and urine of farm animals alongside litter and left-over material from
roughages or fodder fed to the cattle. Several vegetable crops like potato, tomato, sweet potato, carrot, radish,
onion, etc., respond well to farmyard manure.
• Vermicompost

In this process, earthworms are used for composting organic residues. Earthworms are capable of consuming
practically all kinds of organic matter and they can eat as much as their own body weight per day. The excreta or

205
casting of earthworms is rich in nutrients such as nitrogen, phosphorous, potassium, and manganese alongside
bacterial and actinomycetes populations. This whole process of collecting vermicast along with microbially
degraded organic compost is known as vermicompost.

• Phosphate Rich Organic Manure (PROM)

PROM is enriching manure with phosphate minerals that improve the level of nutrient elements in them. It is
produced by co-composting organic manure with high-grade (32% phosphorous pentoxide) rock phosphate
mineral in fine (min 80% finer than 74 microns) size.

The addition of phosphate-solubilizing microorganisms enhances the effect. Usage of PROM reduces the cost of
fertilization to the farmers and also leads to the conservation of phosphate minerals, a non-renewable resource,
due to the high residual effect.

Some of the benefits of using PROM are:

• Cheaper than chemical fertilisers

• Enriches the soil to its natural cultivable source

• Saves soil from becoming dead due to inorganic fertiliser utilization

• Helps in soil rejuvenation and is sustainable

• Suitable to neutral and alkaline soils, which is proving to be a boon to Indian farmers

• Organic Manure

Organic manure is a well-decomposed material used in organic agriculture. It is free from chemicals, harmful
chemicals, organisms, and weed seeds and the origin is from either plant or animal. Organic manure increases the
organic matter in the soil, and in turn, releases the plant food available for the use of crops.

• Phospho-Compost

It is produced from crop residues, cattle dung, urine and other similar organic matter. Phosphorous-rich rock
phosphates or pyrite enriched with phosphate solubilising microbes are mixed with the organic residues. This
enables the non-solubilised nutritional factors like phosphorous to get solubilised, which can easily be taken up
by plants from the soil. Traditionally prepared compost is very low in nitrogen and phosphorous but phospho-
compost contains these ingredients 2-8 times more.

• Oil Cakes

After extracting oil from oilseeds, the remaining solid portion is dried as a cake which can then be used as manure.
After mineralization, the nutrients present in oil cakes are made available to crops 7 to 10 days after application.
It is very important for the oil cakes to be well powdered before application to ensure even distribution and quicker
decomposition.

There are two types of oil cakes:

o Edible Oil Cakes - These oil cakes can be safely fed to the livestock. Examples include Groundnut cake
and coconut cake.

o Non-Edible Oil Cakes - These oil cakes are not fit for feeding livestock. Examples include Castor cake
and mahua cake. They are used as manures for horticultural crops.

• Enriched Composting

In this type of composting, recycled green materials such as garden cuttings are used. It is a kind of soil improver
suitable for mixing with soil but can also be used as topdressing, a mulch or in ‘no-dig’ approaches.

206
Some of the key benefits of using enriched composting are:

• Improves soil structure

• Weed free
• Suitable for organic growing
• Easy to work with and spread
• Reduces the risk of plant failure
• Improves soil drought resistance

• Green Manuring

The practice of ploughing or turning the soil into undecomposed green plant tissues for the purpose of improving
the soil's physical, chemical, and biological environment is known as green manuring.

According to suitable soil and climatic conditions of a particular area, green manuring is performed in different
ways.

Broadly, the practice of green manuring in India can be divided into two types:

o Green Manuring in Situ: It is a system in which green manure crops are grown and incorporated into
the soil of the same field that is to be green manured, either as a pure crop or an intercrop with the main
crop. Common green manure crops in this system are sun hemp, dhaincha, guar, etc.

o Green Manuring through a Collection of Green Plant Tissues from Other Places: It refers to turning
into the soil green leaves and tender green twigs collected from outside the shrubs and trees grown on
bunds, wastelands, and nearby forest areas. E.g. Glyricidia, karanj.

The advantages of green manuring include the addition of organic matter to the soil and simulating soil micro-
organisms, improving the structure of the soil, decreasing run-off and erosion caused by rain, and increasing the
availability of certain plant nutrients like calcium, manganese, iron, etc.

All India Production of Organic Manure

In 2020, Karnataka was the highest organic manure-producing state. It had a share of 64.1% of the total production
of organic manure. After Karnataka, Andhra Pradesh is the second-highest organic manure-producing state, it
holds a share of 13% and the third-highest organic manure-producing state is Chhattisgarh with a share of 4.6%.
Accordingly, it can be inferred that organic fertiliser production is the highest in the southern part of India.

Chart 62: All India Production of Organic Manure

Chhattisgarh, 4.6
Andhra Punjab , 3.6 Telangana, 3.3
Pradesh, Himachal Pradesh, 2.9 Sikkim, 0.3
13.0 Rajasthan,
Kerala, 2.1
Madhya Pradesh, 2.0 0.4
Tamil Nadu , 1.5 Bihar, 0.2
Assam, 0.7 Gujarat, 0.6
Karnataka, 64.1 Other, 2.2 Others, 0.7

Source: National Centre for Organic and Natural Farming

(Note: The ‘others’ category of the state comprises of the following states: Maharashtra, Nagaland, West Bengal, Odisha, Tripura, Jammu &
Kashmir, Meghalaya, Puducherry, Arunachal Pradesh, Jharkhand, Goa, Delhi, Uttar Pradesh, Uttarakhand and Haryana)

• Rise in Exports for Organic Production

207
The total exports stood at 4,60,320 metric tonnes in the year 2021-22 and in 2022-23, it stood at 3,12,800 metric
tonnes. During 2022-23, there was a significant degrowth of 32% in the exports. The top 3 entities to whom
exports were made are the USA, the European Union, and Canada and the top 3 products exported were processed
food, oil seeds, and cereals & millets.

Also, Shipments to several countries were sent for the first time. These include Trinidad & Tobago, Indonesia,
Colombia, and French Guiana. The demand for a lot of products like ginger, turmeric, and quinoa is rising and
this demand has grown majorly post-pandemic.

• Key Growth Drivers for Bio-fertilisers and Organic Fertilisers Industry

➢ Introduction and promotion of new technologies such as usage of drones

• The necessity of increasing food production to meet the demand of the ever-increasing population in
India needs no emphasis, but doing so while maintaining soil nutrients and fertility is more crucial.

• The use of conventional methods for application of fertiliser has its own limitations and challenges of
labour shortage, energy, low input use efficiency. Furthermore, the conventional machines used for crop
nutrient spraying are heavy and may compact the soil along with mechanical damage to the crop.

• This is when Unmanned Aerial Vehicles (UAVs) which are usually known as drones become a vital
alternative to overcome these challenges. Drones can be used for targeted input application, timely
diagnosis of nutrient deficiency, crop health monitoring, rapid assessment of crop yield and crop losses.
There is a variety of imaging technologies which includes multi spectral, hyper spectral and thermal
imaging, with the help of which farmers are able to get a better picture of farms and fields.

• Crop nutrient spraying through drone ensures rapid application and can be used to treat large areas
quickly. The drones also have the capability to fly at low height (1-3m) over the canopy of the crop and
this makes them even more suitable for spraying crop nutrient and is more viable compared to aerial
spray. This also saves input cost and environment.

• Drones use multiple batteries and it is very beneficial for farmers as it helps in saving effort, time and
dependencies on labour. It is also helpful for tall crops like sugarcane, bushy crops like cotton and fields
like paddy.

• Drones can be more effectively used in hilly regions where it is difficult for another farm equipment to
reach. Drones not only encourage farmers to solve other problems and receive plenty of benefits through
precision agriculture but enhances the overall performance of the farmers, crop and soil.

• Drones with special features like lasers, sensors, reservoirs can be filled with fertiliser and pesticide for
spraying on the crops and for planting seedlings since they have flexibility and can maneuver over the
desired locations. Further, drones can also provide accurate information, quantify and identify risks faster
and safely. Hence it is used in insurance to assess the extent of damage based on visuals provided by the
drones and in monitoring for timely harvest, aversion of pest attacks etc. Drones can prove to be vital for
agriculture as they provide real time information which can improve the health of crop.

➢ Other Key Growth Drivers:

Changing Perception

There is an increased awareness about the harmful effects of chemical fertilisers on the environment in recent
times. People are now more focused on their well-being and what goes into their food. They are willing to pay
more alongside wanting to do better for the environment. Such aspects have led to the increased use of bio-
fertilisers.

Farm Mechanization

Farm mechanization is the process of using agricultural machinery to mechanize the work of agriculture, which
greatly increases farmer productivity. It helps in increasing farm labour efficiency and reducing workload. It is

208
estimated that farm mechanization can help reduce time by approximately 15-20%.

Additionally, farm mechanization helps in improving the harvest and reducing post-harvest losses alongside
improving the quality of cultivation. These benefits help in the reduction of production costs and allow farmers
to earn more income. As of June 2019, the percentage of farmers accessing technical advice was 42% and the
percentage of farmers who adopted the advice was 90%. This means farmers are willing to adopt technical advice
and assistance for improving the crop yield, as well as their income.

Further, the cost of deploying labour is also increasing substantially and farm mechanization is the only way to
reduce labour costs, and thus, the cost of cultivation. It also helps in the conversion of uncultivable land to
agricultural land through advanced tilling techniques, improvement in the safety of farm practices, and helps
encourage the youth to join farming, attracting more people to work and live in rural areas. However, the
increasing levels of mechanization do not necessarily mean big investments.

Besides, women play an important role in farming-based communities and more percentage of total farm labour
comprises women. This implies the power sources should be chosen accordingly (human, animal, or motor-based),
depending on the work to be done. Accordingly, taking into consideration technologies that are apt to women's
needs and improving their access to appropriate forms of farm power can reduce drudgery and lead to sustainable
mechanization.

Government Initiatives

Declining soil quality due to overuse of chemical fertilisers and their ill effects on human health is a rising concern,
and thus, has encouraged the government to opt for various plans, schemes, and other initiatives to encourage the
adoption of bio-based fertilisers among farmers. For instance, regular training courses and frontline
demonstrations are organized by the National Center for Organic Farming (NCOF) and the Indian Council of
Agricultural Research (ICAR) to educate farmers about biological fertilisers.

Surging Demand for Cereals and Grains

Bio-fertilisers help to fix atmospheric nitrogen in the soil and root nodules of legume crops. Rhizobium is used as
a biofertiliser and crop enhancer for increased cereal production. It has been found that rhizobia can make an
association with gramineous plants such as wheat, rice, maize, barley, and other cereals without forming any
nodule-like structure or causing any disease symptoms. Hence, the increase in demand for cereals and grains will
also result in increasing use of bio-fertilisers.

Increasing Farm Incomes

The National Statistical Office (NSO) has conducted a survey twice since 2003 and the farmer’s average monthly
income has increased over a period of time. In 2013, income increased from Rs.969 to Rs.6,426 and as of 2019,
income stood at Rs.10,218.

Average Monthly Income of Farmers in India (in Rs.)

Year 2003 2013 2019

Income (Rs.) 969 6,426 10,218
Source: National Statistical Office (NSO)

Similarly, the income of agricultural households has increased over the years backed by growth in income from
farm activities and farm-allied activities as shown in the chart below and MSP fixed by the government has been
supporting farmer’s income over the years. The MSPs are primarily linked to market prices and have been very
important in passing better prices to farmers.

MSP has also encouraged farmers to move towards crops that provide better yield and value. Apart from this,
agricultural marketing, food management practices, and encouragement of the food processing sector coupled
with various initiatives by the government have been aiding the income of agricultural households.

Strong brand presence with wide variety of ranging products

Strong and recognizable brands are crucial in the industry, as they enhance customer trust and credibility. The

209
brands not only instill confidence in product quality but also significantly influence purchase decisions, giving
companies with well-established brands a competitive edge as well as wide choices for customers to choose
between products.

Chart 63: Composition of Average Monthly Income Chart 64: Composition of Average Monthly Income
of Agricultural Households in % (2013) of Agricultural Households in % (2019)
Income from
Net receipt from 1 wage salary
cultivation
8 6 Net receipt from
12 Income fom cultivation
16
wage salary 40
48 Net receipt from
Net receipt from farming of
farming of animals
32 animals Net receipt from
Net receipt from 37 non-farm
non-farm business
business Income from
leasing out of
land
Source: Economic Survey 2021-22 Source: Economic Survey 2021-22

The above charts show class-wise distribution of sources of incomes among the agricultural households and
depicts that there is a visible diversification in the sources of income of the farmers. The net receipts from
cultivation (crop production) continued to account for a major share of agricultural household income and
contributed 37% of the agricultural household income. The income from cultivation increased by 22.6% to
Rs.3,781 in 2019 from Rs.3,084 in 2013. The net receipts from other sources (excluding income from cultivation)
increased by 92.6% where total income grew by 59%. However, the income still remains very low due to which
usage of pesticides also remains lower compared to developed nations. Government’s support and impetus to
improve the situation of farmer income, is likely to help the industry.

Kisan Programmes

There are several business segments of companies wherein the aim is to create a bridge between the point of
research to farmer fields to attain its objective of generating revenue by adding more satisfied loyal customers by
providing need-based solutions with production, technologies, and usage skills. With the help of such applications,
data related to farmers are collected, which can be used to connect and provide support further.

The role of people involved is to provide information about a product, help in identifying the problem, and help
in solving it. The problem is fed into the system, identification is done and the solution is provided accordingly.
Furthermore, feedback is taken if the problem still persists. It is addressed again.

Some of the companies that have such initiatives are:

Indian Farmers Fertiliser Cooperative (IFFCO Kisan Sanchar Ltd)

Nova Agri Tech Limited (Nova Kisan Seva Kendra)

Increasing Emphasis on Organic Agriculture

One of the fastest-growing agricultural methods is organic farming. The excessive use of synthetic fertilisers has
led to the contamination of soil and the destruction of microorganisms. To reduce the increasing pollution of soil,
organic farming is being adopted. Besides, the rising demand for organic food is further motivating farmers to
adopt bio-fertilisers.

C. Bio-Stimulants

Bio-stimulants are compounds or products that include microorganisms, whose function when applied to
plants/seeds/ rhizosphere is to enhance and regulate the crop’s physiological process to improve input use
efficiency, growth, yield, quality, and stress tolerance. These bio-stimulants may include products of plants/

210
animals or microbial origin.

It not only enhances plant immunity but is also effective in the management of pests and withstanding abiotic as
well as biotic stress. It shows an immense effect on pests like leaf-eating caterpillars and borers that last for a long
time. There are many categories of bio-stimulants.

Some of the widely used bio-stimulants are:

• Humic and Fulvic Acids: This has parts of soil organic matter resulting from the decomposition of plant,
animal, and microbial residues.

• Seaweed Extracts: These are insoluble powder or liquid form and are derived through different extraction
processes.

Amino-Chelated Fertilisers

Amino-chelated fertilisers contain micronutrients based on key amino acids that increase nitrogen using efficiency
and optimize overall plant metabolism by improving crop production. These helps accelerate the growth of the
plant by inducing stress resistance and tolerance and significantly enhancing seedling growth, postponing plant
deterioration with age and increasing plant canopy.

Further, amino-chelated fertilisers help in increasing the pollen germination rate and length of the pollen tube. It
focuses on crops like chilli, cotton, tomato, paddy, tobacco, cereals, pulses, creeper vegetables, etc. In addition,
these act as a deficiency corrector and assist in the rapid and healthy growth of plants, which results in good
quality high yields. These fertilisers focus on crops like chilli, jasmine, rose, rice, sugarcane, red gram, melon,
etc.

• Threats and Challenges

For pesticides-

• Research & Development (R&D) Costs:

The companies are required to invest in R&D to develop new molecules, which usually involves high costs. Also,
developing a new molecule takes around 9 years on average. While R&D is important to introduce innovation,
the investment and time it demands restricts the development of R&D.
• Distribution Systems:

The weak distribution system hinders the reach of agrochemicals to each and every remote area of the country.
This, in turn, restricts its availability to the users that are spread at the remotest location in India. The industry
requires efficient distribution through retailers to enhance its availability.

• Spurious Products:

The unavailability of pesticides at different locations gives an opportunity for spurious products to make their
way. The usage of these counterfeit products, in turn, may also affect the crops, thus harming the honour of the
agrochemicals industry and its sales. Besides, the unawareness among farmers contributes towards the growth of
such products.

• Lack of Awareness:

There is a lack of awareness among farmers with respect to the optimum and proper application of pesticides,
which is affecting the growth of the agrochemicals industry. The companies, however, have been working toward
increasing awareness about the usage of pesticides by farmers. They are educating the farmers about the benefits
of agrochemicals and their safe usage. This is further expected to increase the demand for pesticides.

Further, companies are also educating farmers on aspects such as the right quantity, right use, and right application
method for the usage of pesticides. Besides, farmers are trained with respect to appropriate chemicals that are to
be used for identified pest problems.

211
• Genetically Modified (GM) Seeds:

GM seeds have the potential to decrease the application of pesticides. These seeds introduce pest avoidance
qualities in high-yielding crops. GM seeds, thus, have immunity developed in them, which tends to prevent them
from the vagaries of nature. Accordingly, this quality of GM seeds has the potential to affect the demand for
agrochemicals.

• Organic Farming:

With growing health consciousness among people, there has been an increase in demand for organic food, and
thus, organic farming. Thus, there is a need for the agrochemicals industry to consider and work toward these
concerns to prevent their impact on industry growth.

• Competition:

The pesticides market is fiercely competitive with several domestic and international players. Companies face
challenges on regulatory compliance including obtaining approvals and meeting safety standards. There is an
increasing demand for innovation in environmentally friendly products. The companies must also ensure their
products are meeting the specific needs of various crops and regions. Additionally, establishing efficient
distribution networks is crucial for gaining a competitive edge.

• High entry barriers

Entry barriers include the high cost, complex regulatory approvals, intricacy of product development and
manufacturing, lead time, expenditure required for R&D, building customer confidence and relationships which
play a crucial role in shaping the business.

For bio-fertilisers and organic fertilisers industries-

• Lack of Awareness and Low Adoption Rates due to High Production Costs

Farmers are not aware of the usefulness of bio-fertilisers and how they increase crop yields sustainably. Their lack
of awareness about the concentration, time, and method of biofertiliser application and the efficacy of bio-
fertilisers compared to their familiarity with the use of conventional fertilisers is a serious challenge of their wide-
scale application and adoption. Also, specific machinery and equipment are needed for the production and storage
of bio-fertilisers, which, in turn, increases production costs. This further leads to lower adoption rate, limiting the
growth of the biofertiliser market.

• Poor Infrastructure

Non-availability of suitable facilities for production is a major infrastructural constraint. In addition to this,
inadequate availability of inputs and unavailability of inputs at appropriate times is another problem. Also, the
shortage of essential equipment, power supply and less space availability for the laboratory is also a major
constraint.

• Staff Competence

The lack of technically qualified staff in production units is a serious problem and this constraint is in direct
connection with the lack of proper training and adoption of technical qualifications for the production of bio-
fertilisers. Improving the technical and human capacity for quality control of bio-fertilisers also has been identified
as critical for adequate biofertiliser market realization.

• Lack of Regulations

The lack of effective regulation on bio-fertilisers is among the greatest contributors to the low availability and
adoption of the products. Due to the absence of a supportive regulatory and policy framework the research to
improve the agricultural application of bio-fertilisers is often disrupted. Whereas effective regulatory
environments can significantly reveal the potential of biofertiliser use.

In addition, the lack of such an environment leads to poor facilitation of production, distribution, and use of bio-

212
fertilisers. Poor management of fertilisers and supplements registration further raises more problems, leading to
low accessibility to novel products.

• Low Shelf-Life

To increase the shelf-life of bio-fertilisers there are other processes to be followed adding to an extra cost to the
farmer. For storing bio-fertilisers, a cool place is required. In areas where temperatures are hot and proper care of
storage is not taken, the quality gets reduced as microbial count decreases.

• Seasonal Demand for Bio-Fertilisers

Bio-fertiliser demands are seasonal in nature and so are the requirements of its supply. Hence, the production and
distribution are done only a few months in a year. The bio-fertiliser producers thus face a challenge to design
improved formulations tailored to local conditions and supply them in a way that satisfies the variability of crop
responses. Thus, extensive research on technology to develop formulations that can satisfy these requirements is
necessary and without this research, the producers will not benefit from the full potential of bio-fertilisers.

• Competitive Landscape

Competition in the Agrochemical Market

The agrochemical market in India faces strong competition from both domestic and international players. The
intensity of competition varies across market segments, geographic regions, and product categories. To remain
competitive, companies in this sector must continuously focus on reducing operating costs and improving overall
efficiency to sustain their market position.

• Aries Agro Limited

Incorporated in 1969, Aries Agro Ltd. manufactures micronutrients and other customized nutritional products for
plants and animals. It also offers equipment like soil testing kits and drones. It has total installed capacity of 95,400
MTPA in India. The company has 25 branches across 27 Indian states and around 6,400+ registered distributors
and dealers. It also has a manufacturing unit at Fujairah, UAE, which produces 1,888.75 MT of sulphur bentonite
and other value-added sulphur products for sale in India and globally.

Aries Agro Limited (Consolidated) FY21 FY22 FY23 FY24

Financial indicators
Net Sales (Rs. Million) 4,745.1 4,323.7 4,722.4 5,164.6
Operating profit (EBITDA) (Rs. Million) 570.2 505.4 565.8 584.0
Operating margin (in %) 12.0% 11.7% 12.0% 11.3%
Net profit (Rs. Million) 164.0 116.0 159.3 183.9
Net profit margin (in %) 3.5% 2.7% 3.4% 3.6%
Total debt (Rs. Million) 1,346.0 1,059.0 955.4 703.4
Debt -to- Equity 0.6 0.5 0.4 0.3
Return on Capital Employed (ROCE) (in %) 20.9% 17.3% 17.3% 16.6%
Interest coverage (in times) 1.9 1.8 2.1 2.3
Return on Equity (ROE) (in %) 8.0% 5.6% 6.4 % 6.9%
Asset Turnover Ratio (in times) 1.0 0.9 0.9 1.0
Source: Company disclosures, CareEdge Research

• Basant Agrotech India Limited

The company was incorporated in 1990. Its wide product portfolio includes various grades of fertilizer, seeds,
agriculture plastics, organic products, and chemicals. The company has its three Single Super Phosphate (SSP)
manufacturing plants located at Akola and Jalgaon in Maharashtra and Neemuch in Madhya Pradesh. The
Company has its three mixture manufacturing plants at Akola and Sangli in Maharashtra and Hospet in Karnataka.
Its fertilizer division has a total plant capacity of 454075 MTPA. The company provides warehousing and is into
renewable energy generation with four windmills, three in Maharashtra and one in Gujarat with installed capacity
of 3.050MW. Warehouses and cold storage units of the company are located at Shivni, Dalambi, Bramhandari,
Kumbhari in Maharashtra.

213
 Basant Agrotech India Limited (Consolidated) FY21 FY22 FY23 FY24
Financial indicators
Net Sales (Rs. Million) 3,229.8 4,481.6 5,492.6 4,047.5
Operating profit (EBITDA) (Rs. Million) 184.4 305.1 368.6 270.0
Operating margin (in %) 5.7% 6.8% 6.7% 6.7%
Net profit (Rs. Million) 91.6 189.9 183.8 39.5
Net profit margin (in %) 2.8% 4.2% 3.3% 1.0%
Total debt (Rs. Million) 326.7 720.9 1,238.9 1,536.8
Debt -to- Equity 0.2 0.5 0.7 0.9
Return on Capital Employed (ROCE) (in %) 8.7% 14.4% 15.0% 9.3%
Interest coverage (in times) 3.3 4.2 2.9 1.3
Return on Equity (ROE) (in %) 6.8% 12.4% 10.8% 2.3%
Asset Turnover Ratio (in times) 1.2 1.4 1.3 0.9
Source: Company disclosures, CareEdge Research

• Best Agrolife Limited

The company was incorporated in 1992. It offers technicals, intermediates, and novel formulations specializing
in insecticides, herbicides, fungicides, plant-growth regulators, and public health products. It has 52,000+
distribution networks. It has a technicals manufacturing capacity of 7,000 MTPA & formulations manufacturing
capacity of 30,000 MTPA with plants located in Gajraula (UP), Jammu, and Greater Noida. The company has
presence in 19 Indian states, 23 countries, and 5 continents.

Best Agrolife Limited (Consolidated) FY21 FY22 FY23 FY24

Financial indicators
Net Sales (Rs. Million) 9,054.5 12,108.0 17,456.8 18733.1
Operating profit (EBITDA) (Rs. Million) 584.7 1,675.9 3,162.6 2,287.4
Operating margin (in %) 6.5% 13.8% 18.1% 12.2%
Net profit (Rs. Million) 370.8 1,047.6 1,921.5 1062.6
Net profit margin (in %) 4.1% 8.7% 11.0% 5.7%
Total debt (Rs. Million) 271.3 2,644.1 5,576.5 6,277.2
Debt -to- Equity 0.2 0.8 1.1 1.0
Return on Capital Employed (ROCE) (in %) 39.7% 39.0% 50.0% 27.7%
Interest coverage (in times) 11.7 10.3 7.5 3.1
Return on Equity (ROE) (in %) 28.6% 31.8 % 36.4% 16.4%
Asset Turnover Ratio (in times) 2.2 1.8 1.1 0.9
Source: Company disclosures, CareEdge Research

• Bhagiradha Chemicals & Industries Limited

The agrochemical manufacturing company was incorporated in 1992 and is based at Hyderabad. It manufactures
various technical-grade insecticides, herbicides, and fungicides. The company has an annual capacity of 3,250
tonnes. It has presence in 23 countries.

Bhagiradha Chemicals & Industries Limited (Consolidated)

Financial indicators FY21 FY22 FY23 FY24
Net Sales (Rs. Million) 3,179.0 4,356.7 5,020.9 4,076.4
Operating profit (EBITDA) (Rs. Million) 475.2 691.3 785.8 455.9
Operating margin (in %) 14.9% 15.9% 15.7% 11.2%
Net profit (Rs. Million) 233.2 357.5 451.5 110.1
Net profit margin (in %) 7.3% 8.2% 9.0% 4.5%
Total debt (Rs. Million) 623.4 805.4 499.7 614.2
Debt -to- Equity 0.4 0.4 0.2 0.1
Return on Capital Employed (ROCE) (in %) 22.1% 28.8% 14.5% 10.8%
Interest coverage (in times) 4.8 6.6 13.8 4.5
Return on Equity (ROE) (in %) 15.0% 18.8% 14.4% 4.4%
Asset Turnover Ratio (in times) 1.2 1.3 0.9 0.9
Source: Company disclosures, CareEdge Research

• Heranba Industries Limited

Present across 70+ countries, the company was incorporated in 1992. It manufactures pesticides including

214
insecticides, herbicides, fungicides, and public health products. The company has four manufacturing facilities
across Gujarat with an aggregate plant capacity of 16,224 MTPA. It has 10,000 dealers across 19 states and union
territory.

Heranba Industries Limited (Consolidated)

Financial indicators FY21 FY22 FY23 FY24
Net Sales (Rs. Million) 12,186.5 14,503.7 13,188.2 12,570.0
Operating profit (EBITDA) (Rs. Million) 2,283.7 2,791.1 1,682.5 907.0
Operating margin (in %) 18.7% 19.2% 12.8% 7.2%
Net profit (Rs. Million) 1,542.3 1,890.6 1,043.7 345.0
Net profit margin (in %) 12.7% 13.0% 7.9% 2.7%
Total debt (Rs. Million) 502.8 523.3 890.1 1609.5
Debt -to- Equity 0.1 0.1 0.1 0.2
Return on Capital Employed (ROCE) (in %) 39.4% 35.5% 17.7% 7.3%
Interest coverage (in times) 39.6 63.6 18.3 5.2
Return on Equity (ROE) (in %) 29.2% 26.5% 12.9% 4.0%
Asset Turnover Ratio (in times) 1.7 1.5 1.1 0.8
Source: Company disclosures, CareEdge Research
Note: Standalone financials have been considered for FY21 & FY22

• India Pesticides Limited

The company was incorporated in 1984 and globally operates chemical manufactures in India. It is in the
manufacturing of both technicals & formulations in agro-chemicals and active pharma ingredients for the pharma
industry. It exports its products in 29 countries. The company has 26 branches, 18 warehouses, and 5,112 dealers.
The technical capacity of the company is 24,000 MTPA and formulations capacity is 6,500 MTPA.

India Pesticides Limited (Consolidated)

Financial indicators FY21 FY22 FY23 FY24
Net Sales (Rs. Million) 6,489.5 7,161.4 8,849.4 6,804.1
Operating profit (EBITDA) (Rs. Million) 1,895.1 2,269.3 2,101.7 1017.5
Operating margin (in %) 29.2% 31.7% 23.7% 15.0%
Net profit (Rs. Million) 1,345.3 1,579.5 1,432.4 601.7
Net profit margin (in %) 20.7% 22.1% 16.2% 8.8%
Total debt (Rs. Million) 303.0 143.5 35.8 184.0
Debt -to- Equity 0.1 0.0 0.0 0.0
Return on Capital Employed (ROCE) (in %) 45.2% 33.2% 25.0% 10.2%
Interest coverage (in times) 53.4 31.9 27.8 19.8
Return on Equity (ROE) (in %) 34.5% 24.8% 18.5% 7.3%
Asset Turnover Ratio (in times) 1.5 1.1 1.0 0.7
Source: Company disclosures, CareEdge Research

• Dharmaj Crop Guard Limited

The company was incorporated in 2015 and manufactures, distributes, and markets a wide range of agro chemical
formulations, such as insecticides, fungicides, herbicides, plant growth regulators, micro fertilizers and antibiotics.
The company’s installed manufacturing capacity is 25,500 TPA and exports its products to around 20 countries.
It also manufactures and sells general insect and pest control chemicals for public health and animal health
protection with 13,500 retail touchpoints. It has a network of 4,500+ dealers and distributors across 26 countries
and 20 Indian states.

Dharmaj Crop Guard Limited (Standalone)

Financial indicators FY21 FY22 FY23 FY24
Net Sales (Rs. Million) 3,024.1 3,942.1 5,242.9 6,541.0
Operating profit (EBITDA) (Rs. Million) 322.1 464.2 456.3 663.6
Operating margin (in %) 10.7% 11.8% 8.7% 10.1%
Net profit (Rs. Million) 209.6 286.9 268.6 433.7
Net profit margin (in %) 6.9% 7.3% 5.1% 6.8%
Total debt (Rs. Million) 269.2 369.3 524.2 1,118.9
Debt -to- Equity 0.5 0.4 0.2 0.3
Return on Capital Employed (ROCE) (in %) 40.2% 36.5% 11.6% 13.9%
Interest coverage (in times) 20.9 15.7 17.4 17.7

215
 Dharmaj Crop Guard Limited (Standalone)
Financial indicators FY21 FY22 FY23 FY24
Return on Equity (ROE) (in %) 37.2% 33.8% 8.5% 12.3%
Asset Turnover Ratio (in times) 3.0 2.3 1.2 1.2
Source: Company disclosures, CareEdge Research

• Indogulf Cropsciences Limited

The company is focused in field research, manufacturing, R&D and branding. They manufacture and market
products, such as biostimulants, crop protection, public health and veterinary, and plant supplements. The
company exports their products in 34+ countries. Besides this, the company has been recognized with ‘Two Star
Export House’ in 2021 for delivering higher export performance.

The company also manufactures both technical and formulation products. The company is amongst the first few
manufacturers of Pyrazosulfuron Ethyl. Technical products are concentrated chemicals, which form the base of
pesticides; however, they are not yet suited for direct application to the crops. Formulation products are made by
adding various solvents etc. called formulants to the technical pesticides to make them ready for application on
crops.

Indogulf Cropsciences Limited (Consolidated)

Financial indicators FY21 FY22 FY23 FY24
Net Sales (Rs. Million) 4,669.5 5,066.2 5,683.4 5,522.0
Operating profit (EBITDA) (Rs. Million) 410.0 488.5 502.7 592.4
Operating margin (in %) 8.8% 9.6% 8.8% 10.7%
Net profit (Rs. Million) 222.9 264.5 229.3 282.3
Net profit margin (in %) 4.8% 5.2% 4.0% 5.1%
Total debt (Rs. Million) 784.9 1,016.2 1,889.1 1,545.8
Debt -to- Equity 0.5 0.6 0.9 0.7
Return on Capital Employed (ROCE) (in %) 19.6% 21.0% 18.5% 18.7%
Interest coverage (in times) 7.2 7.5 3.8 3.8
Return on Equity (ROE) (in %) 14.5% 14.7% 11.3% 12.2%
Asset Turnover Ratio (in times) 1.2 1.2 1.2 1.0
Source: Company disclosures, CareEdge Research

Benchmarking Based on Financial Parameters

Operating Profit margin

The operating profit margins fluctuate for companies in these industries. While a few companies have witnessed
significant fluctuations in their margins, Indogulf Cropsciences has consistently remained stable over the past four
years. This steady improvement is driven by a gradual rise in revenue and increased operational efficiency.

Chart 65: Operating Profit Margin

32%
29%
24%
18% 16% 19% 19%
14% 12% 15% 16% 15%
12% 12%12% 11% 11% 12% 13% 10%
11% 7% 7% 7% 7% 9% 10% 7% 9% 9% 11%
6%

Aries Agro Basant Best Agrolife Bhagiradha Dharmaj Crop Heranba India Pesticides Indogulf
Limited Agrotech India Limited Chemicals & Guard Limited Industries Limited Cropsciences
Limited Industries Limited Limited
Limited

FY21 FY22 FY23 FY24

Source: Company disclosures, CareEdge Research

Net Profit Margin

While many companies have experienced significant volatility in net profit margins, Indogulf Cropsciences has

216
consistently maintained stable margins over the past four years.

Chart 66: Net Profit Margin

22%
21%

16%
13%
11% 13%
9% 8%9% 7% 8% 9%
6% 7% 7% 5%7% 5% 5%
3% 4% 4% 4% 5% 5% 4%
4% 3% 3% 3%
3% 1%

Aries Agro Basant Agrotech Best Agrolife Bhagiradha Dharmaj Crop Heranba India Pesticides Indogulf
Limited India Limited Limited Chemicals & Guard Limited Industries Limited Cropsciences
Industries Limited Limited
Limited
FY21 FY22 FY23 FY24

Source: Company disclosures, CareEdge Research

Debt to Equity Ratio

This ratio measures the company’s financial leverage. The debt-to-equity ratio for major agrochemical players is
currently below 1, indicating a conservative financial structure with lower reliance on debt financing. With a D/E
ratio below 1, these companies face lower financial risk, reduced interest obligations, and greater flexibility to
invest in growth and innovation without becoming overleveraged. This conservative approach provides stability,
positioning them well to navigate market volatility.
Chart 67: Debt to Equity Ratio

1.1
1.0
0.9 0.9
0.8
0.7 0.7
0.6 0.6
0.5 0.5 0.5 0.5
0.4 0.40.4 0.4
0.3 0.3
0.2 0.2 0.2 0.2 0.2
0.1 0.10.10.1 0.1
0 0 0

Aries Agro Basant Best Agrolife Bhagiradha Dharmaj Crop Heranba India Pesticides Indogulf
Limited Agrotech India Limited Chemicals & Guard Limited Industries Limited Cropsciences
Limited Industries Limited Limited
Limited

FY21 FY22 FY23 FY24

Source: Company disclosures, CareEdge Research

Return on Capital Employed

Return on Capital Employed (ROCE) measures a company's efficiency at generating profits. Indogulf
Cropsciences has demonstrated resilience keeping ROCE ranging between 19–21% over the last four years.

217
Chart 68: Return on Capital Employed (ROCE)

50%
45%
40% 39% 40% 39%
37% 36% 33%
28% 29%
22% 25% 21%
21%
17%17%17% 14%15% 15% 18% 20% 19% 19%
11% 14%
12%
9% 9% 7% 10%

Aries Agro Basant Agrotech Best Agrolife Bhagiradha Dharmaj Crop Heranba India Pesticides Indogulf
Limited India Limited Limited Chemicals & Guard Limited Industries Limited Cropsciences
Industries Limited Limited
Limited

FY21 FY22 FY23 FY24

Source: Company disclosures, CareEdge Research

Interest Coverage Ratio

The Interest Coverage Ratio is a key indicator of a company’s ability to meet its interest obligations, reflecting
financial stability. In agrochemical industry, this ratio varies peers to peers indicating diverse capital structure and
debt management strategies. For FY24, Indogulf Cropsciences’ interest coverage ratio stands at 3.8x.

Chart 69: Interest Coverage Ratio

63.6
53.4
39.6
31.9
27.8
17.4 19.8
20.9 15.7 17.7 18.3
10.3 13.8
11.7 7.5 7.2 7.53.8 3.8
1.9 1.8 2.1 2.3 3.3 4.2 2.91.3 3.1 4.8 6.6 4.5 5.2

Aries Agro Basant Best Agrolife Bhagiradha Dharmaj Crop Heranba India Pesticides Indogulf
Limited Agrotech India Limited Chemicals & Guard Limited Industries Limited Cropsciences
Limited Industries Limited Limited
Limited

FY21 FY22 FY23 FY24

Source: Company disclosures, CareEdge Research

Return on Equity

Return on Equity (ROE) assesses a company’s efficiency to generate profits for its shareholders. Although ROE
varies across companies due to differing capital structure, many industry players have experienced significant
fluctuations. While several players have seen sharp declines in ROE in FY24, whereas Indogulf Cropsciences has
maintained a stable yet moderate ROE.

218
Chart 70: Return on Equity

36% 37%
34% 35%
32%
29% 29%
27%
25%

19% 19%
16%
15% 14% 15%
12% 12% 13% 15%
11% 11%12%
8% 9% 7%
6% 7% 7%
6% 4% 4%
2%

Aries Agro Basant Agrotech Best Agrolife Bhagiradha Dharmaj Crop Heranba India Pesticides Indogulf
Limited India Limited Limited Chemicals & Guard Limited Industries Limited Cropsciences
Industries Limited Limited
Limited

FY21 FY22 FY23 FY24

Source: Company disclosures, CareEdge Research

Asset Turnover Ratio

The Asset Turnover Ratio reflects how efficiently a company utilizes its assets to generate revenue. Indogulf
Cropsciences has maintained stable ratio. For FY24, the ratio stood at 1.0x.

Chart 71: Asset Turnover Ratio

2.2 2.3
1.8 1.7
1.4 1.3 1.5 1.5 1.2 1.2 1.2
1.2 1.1 1.21.3 1.2 1.2 1.1 1.1 1
1 0.9 0.9 1 0.9 0.9 0.9 0.9 1.0
0.8 0.7

Aries Agro Basant Best Agrolife Bhagiradha Dharmaj Crop Heranba India Pesticides Indogulf
Limited Agrotech India Limited Chemicals & Guard Limited Industries Limited Cropsciences
Limited Industries Limited Limited
Limited

FY21 FY22 FY23 FY24

Source: Company disclosures, CareEdge Research

219
 OUR BUSINESS

Some of the information in this section, including information with respect to our business plans and strategies,
contains forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 18 for a discussion of the risks and uncertainties related to those statements and also “Risk
Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 30, 295 and 367, respectively, for a discussion of certain factors that may affect
our business, financial condition or results of operations. Our actual results may differ materially from those
expressed in or implied by these forward-looking statements.

Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year,
and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless
otherwise indicated or the context otherwise required, the financial information included herein is based on or
derived from our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus.
For further information, see “Restated Consolidated Financial Information” on page 295. Additionally, please
refer to “Definitions and Abbreviations” on page 2 for certain terms used in this section. Unless the context
otherwise requires, in this section, references to “we”, “us” and “our” refer to Indogulf Cropsciences Limited
on a consolidated basis while “our Company” or “the Company”, refers to Indogulf Cropsciences Limited on a
standalone basis.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Industry Research Report on Agrochemical Industry in India” dated September 18, 2024 (the
“CareEdge Report”) prepared and issued by CARE Analytics and Advisory Private Limited, appointed by us on
September 18, 2024, and exclusively commissioned and paid for by us in connection with the Offer. There are no
parts, data or information (which may be relevant for the proposed Offer), that has been left out or changed in
any manner. Unless otherwise indicated, financial, operational, industry and other related information derived
from the CareEdge Report and included herein with respect to any particular year refers to such information for
the relevant calendar year. A copy of the CareEdge Report is available on the website of our Company at
www.groupindogulf.com. For more information, see “Risk Factors – Industry information included in this Draft
Red Herring Prospectus has been derived from an industry report commissioned by us for such purpose. There
can be no assurance that such third-party statistical, financial and other industry information is either complete
or accurate.” on page 54. Also see, “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation – Industry and Market Data” on page 17.

OVERVIEW

We are engaged in the business of manufacturing of crop protection products, plant nutrients and biologicals in
India. We manufacture Spiromesifen technical with the minimum purity of 96.5% in 2019. We are also one of the
first few indigenous manufacturers of Pyrazosulfuron Ethyl technical (Source: CareEdge Report), with the
minimum purity of 97% indigenously in India and commenced production in 2018. We are also a growing exporter
of crop protection, plant nutrients and biologicals products and we exported our products to over 34 countries.
(Source: CareEdge Report) We have earned the distinction of being a Government of India Recognized ‘Two
Star Export House’. (Source: CareEdge Report)

We commenced our operations in 1993 and primarily operate under three business verticals namely crop
protection, plant nutrients and biologicals, to retail and institutional customers focused on improving the crop
yield. We manufacture and market extensive range of products in all types of available formulations such as water
dispersible granules (“WDG”), suspension concentrate (“SC”), capsule suspension (“CS”), ultra low volume
(“ULV”), emulsion in water (“EW”), soluble granule (“SG”), flowable suspension (“FS”), etc. which can be in
powder, granules and liquid form to our customers. Our products are designed to improve crop yield while
promoting sustainable agriculture and environmental stewardship.

Our registered and licensed products are further categorised in following three verticals:

Registered Products

Following are the registered products which have been officially registered with a regulatory body or authority
based on the data requirements guided by the specific clause under which the approval is obtained:

220
1. Crop protection: It refers to the various practices, techniques, and strategies employed to safeguard crops
from insects, diseases, weeds, and other threats, thereby ensuring their healthy growth, development, and
productivity. It aims to minimize yield losses and maintain crop quality while minimizing negative
environmental impacts. Under this vertical, we manufacture and offer a variety of insecticides, fungicides,
herbicides, plant growth regulators and efficacy enhancers. Crop protection products include formulations
and technical. These, among others, includes (i) formulations, namely, Lambda Cyhalothrin 5% EC (brand
name – Farrate), Emamectin Benzoate 5% SG (brand name – Dominator), Profen.40%EC+Cyper.4%EC
(brand name – Corsa-808), Tembotrione 34.4% SC (brand name – Alkazar) and Glyphosate 41% SL (brand
name – Bound Off); and (ii) technical, namely, Abamectin Tech, B.P.M.C Tech, Chlorantraniliprole,
Quizalofop, Spiromesifen and Azoxystrobin Technical.

2. Biologicals: Biologicals empower farmers with a comprehensive approach to crop management, offering
novel solutions to combat pests and diseases, build resilience against abiotic stress, and unlock improved
nutrient use efficiency. It also mitigate the impact of environmental stresses, and optimize nutrient uptake
and soil well-being, driving progress toward a more sustainable food system ultimately leading to more
resilient and sustainable agricultural practices. We manufacture various types of bio-simulants under this
vertical. These, among others, include sea-weed (brand name – Breeza), humate (brand name – Apache)
mycorrhiza (brand name – Root-o-Max Gold) and combinations thereof (brand name: Empire).

Licensed Products

Following are the licensed products have been granted permission to be manufactured, sold, or used under specific
terms and conditions:

1. Plant nutrients: Plant nutrients are aimed at improving the soil fertility, strengthen roots, enhance quality of
produce and boost crop yields. We manufacture various types of straight fertilizers and nutrient deficiency
corrector for oil and plant health products under this vertical. These, among others, include Picaso Gold,
Picaso Power, Jagromin-99, Zinc Super Gold and Zinc Super+.

The following table sets forth the gross revenue from operations contributed by each of our verticals and the
percentage of our total gross revenue from sale of products for the periods indicated:

Product Fiscal 2024 Fiscal 2023 Fiscal 2022

segments (₹ in % of gross (₹ in million) % of gross (₹ in million) % of gross
million) revenue from revenue from revenue from
operations operations operations
Crop protection 5,235.59 91.55 5,220.89 91.86 4,732.32 93.23
Plant nutrients 194.34 3.40 183.53 3.23 152.96 3.02
Biologicals 289.02 5.05 278.98 4.91 189.92 3.75
Total 5,718.95 100.00 5,683.41 100.00 5,066.21 100.00

We also provide contract manufacturing services which are customizable to meet the specific requirements and
formulations requested by our clients and deliver tailored solutions. Our longevity in the industry for over three
decades is a testament to our ability to adapt to the evolving industry landscapes, business environments and
customer requirements. We have built long – standing relationships with a number of our customers and have
catered to major domestic and international brands, with some our key customers being, namely, Krishi Rasayan
Exports Private Limited, Delhi, Parijat Industries (India) Private Limited, Delhi, BR Agrotech Private Limited,
Delhi, Crystal Crop Protection Limited, Delhi, and Asasiat of Development for Agric & Trade Co., UAE. We
have also established long-term relationships with a network of reliable suppliers who provide us with essential
raw materials and components. These suppliers include Coromandel International Limited, GSP Crop Science
Private Limited, Gujarat, Dagro Chemical (Changzhou) Co. Ltd., China, Hubei Benxing Supply Chain
Management Co. Ltd, China, and MaxxGro Agrology Private Limited, Delhi.

Presently we operate four manufacturing facilities located in (i) Samba, Jammu and Kashmir; (ii) Nathupur - I,
Haryana; (iii) Nathupur - II, Haryana; and (iv) Barwasni, Haryana, collectively, spread across approximately
twenty acres. Our manufacturing facilities are ISO 9001: 2015 and ISO 14001: 2015 certified, for quality
management system and environment management system and we are recognized as a Two Star Export House
under the Ministry of Commerce scheme. Additionally, as on the date of this Draft Red Herring Prospectus, we
have two Subsidiaries, Indogulf Cropsciences Australia Pty Ltd located in Sydney, Australia and Abhiprakash
Globus Private Limited located in Delhi, India. Indogulf Cropsciences Australia Pty Ltd helps us to get
registrations in the countries which required OECD registered products and Abhiprakash Globus Private Limited

221
will facilitate to expand our market reach, drive growth, and open new avenues for business development in
domestic as well as overseas markets while optimizing resource use and fostering healthy competition.

222
We have a sales and dealer presence across 22 states and 3 Union Territories in India and over 34 countries outside
India with a dedicated sales and development force that provides customer service and undertakes product
promotion. As on August 31, 2024, our marketing network had 169 institutional business partners (b2b), 5,772
working domestic distributors (b2c), supported by 17 stock depots and six sales/branch offices supporting the
distribution of our products in India and 129 overseas business partners present outside India optimizing our
product distribution in over 34 countries.

We have a strategic focus on R&D and our R&D capabilities includes a national accreditation board for testing
and calibration laboratories (“NABL”) certified laboratory located at Nathupur, Haryana. Our efforts are led by a
dedicated R&D team that comprises skilled scientists, agronomists and micro-biologist. Our dedicated R&D team
constantly explores new technologies and methodologies to enhance product portfolio, product efficacy and
sustainability. Our team strives for achieving zero defects products and zero environmental impact practices. Our
R&D efforts have led to the grant of three patents since Fiscal 2019 and two patent applications are in pipeline.

Our Promoters, Om Prakash Aggarwal and Sanjay Aggarwal, have significant experience in the agrochemical
industry, including, manufacturing, finance and marketing sector and our Senior Management include experts
from the agrochemical industry with wide experience. For further information, see “Our Management” on page
268. We believe we have benefited significantly from their experience and leadership, and they along with our
Senior Management, have been instrumental in formulating and executing the strategies of our Company.

The table below shows our key financial and operational metrics for the periods indicated below:

Financial Year
S. No. Particulars Units
2024 2023 2022
Financial Performance Indicators
1 Revenue from operations(1) (₹ in million) 5,522.34 5,496.56 4,872.10
2 EBITDA(2) (₹ in million) 557.44 490.40 472.43
3 EBITDA Margin(3) (%) 10.09% 8.92% 9.70%
4 EBIT(4) (₹ in million) 454.37 394.26 386.42
5 EBIT Margin(5) (%) 8.23% 7.17% 7.93%
6 PAT(6) (₹ in million) 282.33 224.23 263.63
7 PAT Margin(7) (%) 5.11% 4.08% 5.41%
8 Net Working Capital(8) (₹ in million) 1,710.45 1,400.37 1,151.89
9 Inventory turnover ratio(9) (Times) 2.02 1.95 2.38
10 Fixed asset turnover ratio(10) (Times) 7.83 7.03 7.21
11 Debt-equity ratio(11) (Times) 0.67 0.93 0.56
12 Return on net worth(12) (%) 12.19% 11.03% 14.60%
13 Return on capital employed(13) (%) 11.93% 10.12% 13.81%

223
 Financial Year
S. No. Particulars Units
2024 2023 2022
Operational Performance Indicators
1 Product-wise Revenue Breakup(14)
- Crop Protection (₹ in million) 5,235.59 5,220.89 4,732.32
- Plant Nutrient (₹ in million) 194.34 183.53 152.96
- Biologicals (₹ in million) 289.02 278.98 189.92

2 Customer-wise Revenue Breakup(15)

- B2B Domestic (₹ in million) 1,971.96 2,142.06 1,357.52
- B2C Domestic (₹ in million) 2,950.19 2,839.57 2,584.48
- Export (₹ in million) 753.27 688.39 1,039.39
- Others (₹ in million) 43.53 13.39 84.82
3 Number of customers served(16) (Count) 5,043.00 4,330.00 3,963.00
4 New product added(17) (Count) 48.00 13.00 25.00
5 Revenue from top 10 customers(18) (₹ in million) 1,033.40 1,175.32 1,155.75
Notes:

19. Revenue from Operations means the revenue from operations as appearing in the Restated Consolidated Financial Information
20. EBITDA is calculated as profit / (loss) for the year, plus total tax expense/(credit) for the year, finance costs and depreciation and
amortization expenses, excluding other Income.
21. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations.
22. EBIT is calculated as profit / (loss) for the year plus total tax expense / (credit) plus finance costs, excluding other Income.
23. EBIT Margin (%) is computed as EBIT divided by revenue from operations.
24. Profit after Tax means profit / (loss) for the year from continuing operations as appearing in the Restated Consolidated Financial
Information.
25. Profit after Tax Margin refers to the percentage margin derived by dividing profit after tax by revenue from operations.
26. Net working capital has been calculated as total current assets minus total current liabilities.
27. Inventory turnover ratio is calculated as Cost of goods sold divided by inventory at the end of the year. Cost of goods sold includes cost
of raw material and components consumed; purchase of traded goods; and changes in inventories of finished goods, work-in-progress
and traded goods.
28. Fixed asset turnover ratio is calculated as revenue from operations divided by fixed assets at the end of the year. Fixed assets includes
property, plant and equipment; capital work-in-progress; intangible assets (including intangible assets under development) and right-of-
use assets.
29. Debt-equity ratio is calculated by dividing total debt (including both current and non-current borrowings) by the total equity for the year.
30. Return on net worth refers to the profit for the year attributable to equity shareholders of our Company divided by total equity for the
year.
31. Return on Capital Employed is calculated as earnings before interest and tax divided by Capital Employed. Earnings before interest and
tax is calculated as profit / (loss) for the year plus total tax expense / (credit) plus finance costs, less other income. Capital Employed is
calculated as total equity plus total borrowings minus intangible assets (including intangible assets under development).
32. Product-wise revenue breakup indicates the contribution of each product segment to the total gross revenue. Product segments are
categorized into crop protection, plant nutrients, biologicals, and others.
33. Customer-wise revenue breakup indicates the contribution of each customer segment to the gross revenue. The customer segments are
categorized into B2B domestic, B2C domestic, exports, and others.
34. Number of customers served indicates the total count of customers served.
35. New product added accounts for the number of new products introduced into the Company’s product portfolio during the year.
36. Revenue from the top 10 customers represents the aggregate gross revenue contribution of the top 10 customers, identified as customers
with the highest individual contribution to the overall gross revenue.

OUR STRENGTHS

1. Diversified product portfolio and specialized products across all three verticals

We have, over the span of three decades, diversified our product portfolio and have grown into multi-product
manufacturer of crop protection, plant nutrients and biologicals in India. Our product portfolio has expanded from
198 products in Fiscal 2022 to 259 products in Fiscal 2024, consisting of products that we manufacture using in-
house innovative processes, which enable us to cater to a wide range of customers in domestic and international
markets. We manufacture a wide range of product categories consisting, among others, water dispersible granules
(“WDG”), suspension concentrate (“SC”), capsule suspension (“CS”), ultra low volume (“ULV”), emulsion in
water (“EW”), soluble granule (“SG”), flowable suspension (“FS”), which can be in powder, granules and liquid
form. Our packaging features a QR code that provides detailed information about the product including its content,
uses and usage instructions Our innovative packaging solutions, protected by three packaging patents, enhance
product quality, safety, and sustainability. These patented designs contribute to our competitive advantage and
provide added value to our customers.

224
Strong and recognizable brands are a key attribute in our industry, which increase customer confidence and
influences purchase decision. As on the date of this Draft Red Herring Prospectus, we had 167 trademarks, seven
copyrights and six design registrations for our logo and branded products. We manufacture our products in our
facilities which are endorsed under manufacturing licenses:

S. No. Unit Name Category License No. No. of Products

1. Samba Insecticides J/M-PVT/30 382
2. Nathupur- I Insecticides TA/PP/DGA/201213/115 550
3. Nathupur-II Insecticides TA/DA/69/1996-97 548
4. Barwasni Fertilizer 2021280 92

As on the date of this Draft Red Herring Prospectus, we have applied for 113 trademark and one copyright
registrations. As on the date of this Draft Red Herring Prospectus, we had 114 valid product registrations across
17 foreign countries. The details of the registrations and products manufactured by us, as on the date of this Draft
Red Herring Prospectus, are as given below:

Category Product registrations Products manufactured

Crop protection 690 259

Plant nutrients 78 16
Biologicals 19 10
Total 787 285

The table below sets forth our revenue from operations from our top five products in each of our business vertical
for the periods indicated:

Fiscal 2024 Fiscal 2023 Fiscal 2022

% of % of % of
Product Gross Gross Gross
S. No. Products
segment (₹ in (₹ in (₹ in
revenue revenue revenue
million) million) million)
from from from
operations operations operations
Crop protection
Thiomethoxam Crop
1. 288.19 5.04 388.6 6.84 148.05 2.92
Tech. Protection
Crop
2. Bifenthrin Tech 239.74 4.19 153.38 2.70 131.15 2.59
Protection
Crop
3. Glyphosate 41% SL 155.68 2.72 190.56 3.35 220.81 4.36
Protection
Crop
4. Pretilachlor Tech. 140.54 2.46 233.69 4.11 95.84 1.89
Protection
Lambda Crop
5. 138.98 2.43 37.07 0.65 161.9 3.20
Cyhalothrin 5% EC Protection
Total (A) 963.13 16.84 1,003.30 17.65 757.75 14.96
Plant nutrients
Micronutrient Plant
1. 95.71 1.67 96.06 1.69 77.24 1.52
Mixture nutrients
JAGROMIN-99
Plant
2. (Micronutrient 22.89 0.40 31.84 0.56 21.6 0.43
nutrients
Mixture)
Plant
3. N.P.K 13-0-45 12.79 0.22 8.03 0.14 7.82 0.15
nutrients
Plant
4. Zinc Sulphate 33% 12.75 0.22 11.32 0.20 9.74 0.19
nutrients
Plant
5. Chilated Zinc 12% 11.86 0.21 9.48 0.17 10.54 0.21
nutrients
Total (B) 156.00 2.73 156.73 2.76 126.94 2.51
Biologicals
1. HUMIC Biologicals 104.58 1.83 97.47 1.71 41.38 0.82
2. Sea Weed Biologicals 84.06 1.47 87.57 1.54 79.76 1.57
3. Empire - Bulk Biologicals 28.03 0.49 41.82 0.74 21.77 0.43

225
 Fiscal 2024 Fiscal 2023 Fiscal 2022
% of % of % of
Product Gross Gross Gross
S. No. Products
segment (₹ in (₹ in (₹ in
revenue revenue revenue
million) million) million)
from from from
operations operations operations
BLOOM FLOWER
4. Biologicals 25.8 0.45 19.41 0.34 17.48 0.35
GR
5. Mycorrhiza BULK Biologicals 21.04 0.37 13.94 0.25 15.17 0.30
Total (C) 263.51 4.61 260.21 4.58 175.56 3.47
Total (A+B+C) 1,382.64 24.18 1,420.24 24.99 1,060.25 20.93

As on the date of this Draft Red Herring Prospectus, we had 152 products in the pipeline for registration in
domestic and overseas, and 19 products under manufacturing. In addition, our diversified product portfolio allows
for limited dependence on individual products, helps counter seasonal trends and addresses different business
cycles across industries where our products are used. Further, our leadership position in our key products offers
us advantages such as cost efficiency due to economies of scale, competitive product pricing, ability to scale our
business, ensure customer loyalty and expand our product pipeline into new end-uses.

In addition, our facilities are multi-purpose that are designed to allow a level of flexibility enabling us to
manufacture a diverse range of products and provide us with the ability to modify and customize our product
portfolio to address the changing requirements of customers. Our competitive advantage is further augmented by
the high regulatory barriers to entry in the agrochemical industry. Such entry barriers include the high cost,
complex regulatory approvals, intricacy of product development and manufacturing, lead time, expenditure
required for R&D, building customer confidence and relationships, which can only be achieved over a period of
time. (Source: CareEdge Report)

2. Established distribution network in India and abroad

We have a pan-India sales and dealer presence in 22 states and three Union Territories in India and over 34
countries outside India with a dedicated sales and development force that provides customer service and
undertakes product promotion. As on June 30, 2024, our marketing network had 169 institutional business partners
(b2b), 5,772 working domestic distributors (b2c), supported by 17 stock depots and six sales/branch offices
supporting the distribution of our products in India and 129 overseas business partners present outside India
optimizing our product distribution in over 34 countries.

The map sets forth our dealership network in India as on August 31, 2024:

226
As of August 31, 2024, we had a marketing team of 254 employees who analyse industry trends, develop strategies
to differentiate our products, direct sales effort, generate leads, build and maintain relationships with key
customers and provide customer service and support. Our marketing team coordinates with our dealer network on
a regular basis to understand demand patterns and also offer them various incentive structures and fixed payment
terms to grow our product sales. Our Company has also launched a new mobile and website application, which is
a valuable tool for both employees and channel partners. It provides access to sales data, order management,
financial information, and other relevant metrics. This empowers users to make informed decisions, improve
efficiency, and enhance customer relationships. Key features include online ordering, real-time tracking, and
automated reminders. Overall, the app supports better decision-making and operational control.

Due to our widespread dealer network, we are able to supply crop protection, plant nutrients and biologicals
products to our customers, within the required time, which is critical considering the seasonal nature of the
agricultural business. We follow a defined process of identifying a dealer, based on an assessment system, to
ensure that we reach out to as much of the geographical limits as possible.

We are recognized as a Two Star Export House under the Ministry of Commerce scheme, and our marketing team
generates business orders and understands the requirements of our customers outside India. As on August 31,
2024, we export our products to over 34 countries located in Asia, Africa, Europe and United States of America.

The table set forth below provides geographic split of our revenue from operations and as a percentage of gross
revenue from operations for the periods indicated below:

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

₹ million % of gross ₹ million % of gross ₹ million % of gross
revenue from revenue from revenue from
operations operations operations
Domestic Sales 4,965.68 86.83% 4,995.01 87.89% 4,026.82 79.48%
Export 753.27 13.17% 688.39 12.11% 1,039.39 20.52%
Total 5,718.95 100% 5,683.40 100% 5,066.21 100%

As on the date of this Draft Red Herring Prospectus, we have two Subsidiaries, Indogulf Cropsciences Australia
Pty Ltd located in Australia and Abhiprakash Globus Private Limited located in India. Indogulf Cropsciences
Australia Pty Ltd helps us to get registrations in the countries which required OECD registered products and
Abhiprakash Globus Private Limited will facilitate to expand our market reach, drive growth, and open new
avenues for business development in domestic as well as overseas markets while optimizing resource use and
fostering healthy competition.

We also carry out institutional sales of our products across India and international markets. We participate in
various international and domestic agriculture exhibitions and events, trade summits and industry conferences to
market our products.

3. Backward integrated manufacturing infrastructure

We currently have four manufacturing facilities including formulation, technical and fertilizer plants having
international quality standards located in (i) Samba, Jammu and Kashmir; (ii) Nathupur - I, Haryana; (iii) Nathupur
- II, Haryana; and (iv) Barwasni, Haryana, collectively, spread across approximately twenty acres. Our
manufacturing facilities are ISO 9001: 2015 and ISO 14001: 2015 certified, for quality management system and
environment management system.

We primarily source the raw materials for our manufacturing process through both our internal backward
integration and external suppliers in India and globally. We source our primary raw materials from sources within
and outside India and have developed relationships with multiple vendors for our major raw materials to ensure
timely delivery and adequate supply. We have had long-standing business relations with certain of our vendors.
The backward integration enables us to manufacture key raw material for certain products, reduces our reliance
on imports, third party supplies and logistics costs, provides us the flexibility to control our manufacturing
processes and improves our operating margins. As of Fiscal 2024, Fiscal 2023 and Fiscal 2022, 17%, 37% and
26% of our total production were used for own captive consumption as part of the production of our formulation
products. We commenced backward integration production at the Samba facility on November 24, 2006 and at
the Nathupur – 2 facility on December 30, 2013.

227
In addition, our facilities are multi-purpose that are designed to allow a level of flexibility enabling us to
manufacture a diverse range of products across our all three verticals i.e. crop protection, plant nutrients and
biologicals and provide us with the ability to modify and customize our product portfolio to address the changing
requirements of customers.

4. Strong R&D and product development capabilities

We have substantial experience in undertaking R&D activities as part of our manufacturing operations. Our R&D
laboratory is located at our Nathupur, Haryana facility with modern research and development infrastructure. Our
R&D laboratory has received certificate of accreditation from the NABL which has assessed and accredited in
accordance with the standard ISO/IEC 17025:2017. We have been able to diversify our products range mainly
due to our R&D and product development capabilities. Further, we are currently in the process of developing and
upgrading 39 products. Our R&D efforts are mainly focused on developing new products and processes,
improving our existing production processes, adopting advance production technology, and improving the quality
of our existing products coupled with cost efficiency. Our R&D efforts are important to maintain our competitive
position in various business lines as well as to address evolving customer needs, industrial development and
business models.

Our R&D efforts focus on product development and improvement through a strategic approach involving short-
term, mid-term, and long-term planning. In the short term, our Company prioritizes obtaining registrations for
existing products in the marketplace. Leveraging its expertise and advanced technologies, our Company
successfully develops and manufactures a wide range of products, meeting regulatory standards both domestically
and internationally.

For mid-term planning, we focus on product upgradation through partnerships and collaborations. By engaging
in technology transfer and knowledge sharing, our Company aims to enhance existing products and introduce new
variations. This approach has led to significant achievements, including the successful development of over 600
products and a strong market presence.

Our efforts are led by a dedicated R&D team of 9 employees, as of August 31, 2024, that comprises skilled
scientists, agronomists, chemists, and biologists. Our R&D laboratory is well equipped with advanced instruments
and technology such as karl fisher titrator, digital weighing machine, ph meter, ultra-violet spectrophotometer,
water bath and fume hood.

5. Experienced Promoters and a strong management team

We are led by a set of experienced Promoters. Om Prakash Aggarwal, Chairman, provides strategic direction to
the team and has over 30 years of experience and knowledge of the industry. Sanjay Aggarwal, Managing
Director, has been associated with our Company since its inception and has an experience of over 30 years in the
industry.

We are assisted by experienced team of personnel including agronomists, and advisors on product portfolio
development, workforce management, and strategic planning. Their industry experience has enabled us to
anticipate and address market trends, manage and grow our operations including expanding globally, enhance our
manufacturing capabilities, leverage customer relationships, innovate continuously and respond to changes in
customer preferences. Further, our regulatory team enables us to obtain product registrations in a timely and
efficient manner. We will continue to leverage on the experience of our management team and their understanding
of agricultural science and industry in order to take advantage of current and future market opportunities. Our
employee base is the key to our competitive advantage. Our employee value proposition is based on a strong focus
on employee development, friendly environment, and competitive compensation. Continued talent development
is a key focus area for us and is implemented through diligently designed talent management processes. We
believe that the skills and diversity of our employees give us the flexibility and agility to adapt to the future needs
of our business.

We are committed to implementing best practices of corporate governance and achieving a high level of
transparency, with a focus on investors’ best interests and the maximisation of shareholder value.

228
OUR STRATEGIES

1. Expand our existing production capacities to facilitate cost efficiency

We operate four manufacturing facilities located in (i) Samba, Jammu and Kashmir; (ii) Nathupur - I, Haryana;
(iii) Nathupur - II, Haryana; and (iv) Barwasni, Haryana, collectively, spread across approximately twenty acres.
Set forth below are the details of the installed capacity of each of our manufacturing facilities:

As on August As on March 31, As on March 31, As on March 31,

Particulars Unit
31, 2024 2024 2023 2022
A. Samba, Jammu
and Kashmir
Installed capacity(1) MT/KL 9,000 9,000 9,000 9,000
B. Nathupur - I,
Haryana
Installed capacity(1) MT/KL 13,500 13,500 13,500 13,500
C. Nathupur - II,
Haryana
Installed capacity(1) TPA 1,360 1,360 1,360 1,360
D. Barwasni,
Haryana
Installed capacity(1) MT/KL 20,000 20,000 20,000 20,000

We have approximately 16 acres of land at Barwasni, Haryana on leasehold basis which we plan to use for
expansion of our manufacturing capacity. We have also obtained certain regulatory approvals including, among
others, factories license, environmental clearances, registration from the pollution control board, licenses for
import and storage of petroleum, permission certificate for extraction of groundwater, certificate from the
department of legal metrology and certificate for use of boilers. This facility will feature seven sheds dedicated to
various production purposes, including complete formulation, raw material warehouses, and finished goods
warehouses. Additionally, approximately 9,000 square feet will be allocated for the dry flowable plant.

As a part of our expansion plans, we propose to set up a dry flowable plant for manufacturing of dry flowable
formulations, which will be used to manufacture products in all three segment, where the active ingredient is
finely grinded and mixed with inert materials to create a dry, free-flowing powder. This formulation is designed
for ease of handling, storage, and application. The dry flowable plant will manufacture various dry flowable
granule such as combination of sulphur and tebuconazole, sulphur, imidacloprid, combination of imidacloprid and
fipronil, mancozeb, combination of nitrogen, phosphorus and potassium along with other micro elements and
fulvic, amino, seaweed and humic.

Establishing an in-house dry flowable plant for production provides strategic advantages that can significantly
enhance our operational efficiency, market competitiveness and overall business sustainability.

2. Grow our product portfolio across all three verticals

We will continue to leverage our ability to launch new products in order to increase our revenues and market share
in our target markets. With the ever-evolving consumer needs and preferences, we intend to continuously work
towards launching new products and categories at various price points with an aim to increase our market share.
In this regard, we intend to further improve our product offerings and are looking at opportunities in similar
product categories.

We believe that the repeated business we have received from our customers is an indicator of our position as a
preferred supplier. We intend to tap into the market share of existing customers for other products as well as the
corresponding market and supply chain for other products. As on the date of this Draft Red Herring Prospectus,
we had a portfolio of 259 products, which enabled us to cater to existing and new customers and markets. We
believe that our continuing R&D endeavours for quality will help increase our overall market share for product
groups. We have built long – standing relationships with our customers by capitalizing on our diversified product
portfolio and services we offer.

We intend to continue to strengthen our existing product portfolio and to further diversify into products with
prospects for increased growth and profitability. For example, we intend to increase our focus on plant nutrients
and biologicals as these will provide us promising value propositions with comprehensive range of product

229
offerings, far-reach, better profitability and create a niche market. Our product pipeline is aimed at offering long
term visibility. Additionally, we intend to expand in Morocco, Turkey, Tanzania, South Korea, USA and Oman
regions.

With our experience in registration of agrochemical products, we believe we are rightly placed to register more
products. We will make use of our established R&D expertise to augment our registration capabilities to obtain
registrations efficiently. Our R&D team is focused on building knowledge-based value added products, new
innovative processes, scaling up the capacity of existing products while lowering the cost of production and
improving the existing design parameters to increase the yields and thus the overall product quality.

3. Further strengthen our existing R&D capabilities

We have consistently invested in our R&D capabilities and technologies at our manufacturing facilities to enable
more cost efficient and scalable processes. We have incurred ₹ 12.77 million, ₹ 11.67 million and ₹ 9.32 million,
in our R&D activities, debited under the head ‘quality testing expenses’, representing 0.22%, 0.21% and 0.18%
of our gross revenue from operations, in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. We intend to
further develop our research and development capabilities in order to enhance our diversified product portfolio
and reduce the production cost. We have expanded our product offerings from 198 products in Fiscal 2022 to 259
products in Fiscal 2024 and all products have been tested and verified using our in-house R&D capabilities.

Our R&D initiatives are strategically aligned to drive product innovation and enhance market competitiveness.
Our Company's approach involves a three-pronged strategy:

1. Product Development:

a. Short-term focus: Prioritizing the registration of existing products in the marketplace under the
Insecticide Act 1968.
b. Mid-term focus: Collaborating with partners to acquire and develop new products through technology
transfer.
c. Long-term focus: Discovering new molecules and investing in R&D for innovative product
development by identifying potential collaborations with research institutions, universities, or other
industry players to develop and distribute new molecules.

2. Quality and Sustainability:

a. Adhering to ISO 14001:2015 standards for environmental sustainability.

b. Investing in green technology and waste reduction measures.
c. Continuously improving quality through certifications like ISO 9001:2015 and NABL accreditation.

3. Strategic Partnerships:

a. Collaborating with universities, research centers, and CROs for in-depth studies.
b. Partnering with government institutions for regulatory support.

Our R&D department has achieved several key milestones and benefits, including the addition of ~15 to 20 new
products to our portfolio each year, covering all three market segments. This has significantly expanded our reach
and established unique selling propositions for our products, contributing to the overall growth of our company.
Our efforts encompass both field trials to assess product efficacy and laboratory work to transition from kilo-scale
to full commercial production.

Key achievements and benefits achieved by our R&D department is to have over 800 registrations for products
across various categories and to enable our Company to collaborate with leading research institutions and
government bodies.

Our Company’s R&D efforts are focused on driving innovation, improving product quality, and ensuring
compliance with industry standards. These initiatives contribute to our Company's long-term success and
competitiveness in the agriculture market. We will continue to develop and improve products and processes to
meet existing and prospective customer demands, to enhance the quality of our products, and to meet increasing
compliance requirements under the environmental regulations. We also intend to expand our R&D team and to

230
hire experienced personnel to achieve this vision. We believe that investment in R&D and expansion of our R&D
team, provides us a long-term growth opportunity, and helps us align ourselves with the projected demand in our
product segments and better position ourselves to meet the evolving requirements of our customers.

4. Expand our sales and distribution network and obtain foreign registrations

We have a sales and dealer presence across 22 states and three Union Territories in India and in over 34 countries
outside India with a dedicated sales and development force that provides customer service and undertakes product
promotion. As on August 31, 2024, our marketing network had 169 institutional business partners (b2b), 5,772
working domestic distributors (b2c), supported by 17 stock depots and 6 sales/branch offices supporting the
distribution of our products in India and 129 overseas business partners present outside India optimizing our
product distribution in over 34 countries.

In order to broaden our market reach and seize new business opportunities, our Company has established
Abhiprakash Globus Private Limited as a wholly owned subsidiary with the aim to target underserved farmers
and boost sales through internal competition. By leveraging our existing resources and infrastructure, AGPL aims
to lower costs and enhance operational efficiency. Additionally, it will engage in the trading of commodities such
as pulses, coffee beans, and kidney beans, diversifying our product portfolio and paving the way for new growth
opportunities. This subsidiary will aim to drive increased market penetration, expand our geographical reach, and
optimize resource use, thereby strengthening our overall market position. Our future growth depends on expanding
our supply chain capabilities, particularly to our export markets, through improved and robust sales and
distribution network. We will continuously seek to increase the penetration of our products by appointing new
distributors and dealers targeted at different customer groups and geographies. Further, our focus will be to
increase the number of stock points and strengthen our sales team in India and globally to ensure that we are able
to deliver our products to customers in a timely and desired manner. We have also focused on increasing the
number of product registrations in overseas market, including in Mexico, Brazil and Spain as sales in these markets
generally have high volumes.

5. Focus on cost optimization

Optimisation and reduction of costs remains our key focus area and we continue to work towards attaining cost
efficiencies. Increased competition and stringent regulations have encouraged the players in agrochemical
industry to find innovative ways to reduce cost and increase the overall efficiency. We conduct a thorough
assessment of all business operations, processes, and expenses on monthly basis and identify areas with high costs,
inefficiencies and/or underutilized resources. For instance, we have established SAP system to control the internal
costs, installed automated packaging machinery for reducing the labour costs and capitalized on surplus
production capacity by undertaking job work orders. Further, our R&D team is dedicated to developing alternative
recipes to reduce material costs and increase profitability. We analyse historical data, financial statements, and
performance indicators to identify areas for improvement. We intend to undertake a number of strategic initiatives
that will allow us to benefit from economies of scale and improve process efficiency in our manufacturing process.

We have approximately 16 acres of land at Barwasni, Haryana on leasehold basis which we plan to use for
expansion of our manufacturing capacity. Further, by expanding our manufacturing operations within our existing
facilities, we aim to capitalize on economies of scale and further reduce costs. This expansion will allow us to
optimize resource utilization, increase production capacity, and negotiate better terms with suppliers. By
leveraging our existing infrastructure and expertise, we can achieve greater efficiencies and improve our overall
profitability.

Another key area that we intend to focus on will be to further reduce our dependence on import of raw materials.
We will identify suppliers of our key raw materials and enter into long-term supply contracts to ensure availability
of such raw materials at viable prices. We intend to continue further integration of our manufacturing facilities
and carry out most of the processes in-house to maximize our efficiencies. We will also endeavour to improve our
production process, skill up-gradation of workers, modernization of equipment to further optimize the utilization
of resources.

231
OUR BUSINESS OPERATIONS

Our Product Portfolio

We operate under three distinct verticals which are; (i) Plant Nutrients; (ii) Crop Protection Products; and (iii)
Biologicals.

[The remainder of this page has intentionally been left blank]

232
233
A brief description of each of our verticals are as follows:

Plant Nutrients

Plant nutrients are aimed at enhancing the soil fertility, stimulate root development and boost crop yields. We
manufacture various types of speciality fertilizers, bio-simulants and performance products, under this vertical.
These products are designed to strengthen the plants and enhance their yields. Plant nutrients comprise of the
following categories of products:

S. No. Category Uses Notable products

1. Straight fertilizers o Fertilizers contain beneficial micro- • Indo Mychoriza
organisms that promoter plant growth by • Root-o-Max Ultra
increasing nutrient availability in the soil. • Kargil909
• Indogulf Can
o Nitrogen, Phosphorus and potassium • Green Gold
fertilizers provide essential nutrients to • Green Power
plants in balanced proportions.
• Picaso Ultra
• Pradhan
• Pradhan Plus
2. Soil health / stress o Micro-nutrients include essential elements • Picaso Gold
management like iron, zinc, sulphates, boron, copper and • Picaso Power
manganese crucial for plant growth. • Jagromin-99
o Micronutrient deficiency correction • Zinc Super Gold
products are designed to address • Zinc Super+
deficiencies in essential trace elements such • Sona Shree Gold
as iron, zinc, manganese, and others, which
• Green Valley
are vital for healthy plant growth.
• Green Zinc
• Indogulf B-20
• Sona Shree 33d

Crop Protection Products

It refers to the various practices, techniques, and strategies employed to safeguard crops from pests, diseases,
weeds, and other threats, thereby ensuring their healthy growth, development, and productivity. It aims to
minimize yield losses and maintain crop quality while minimizing negative environmental impacts. Under this
vertical, we manufacture and offer a variety of insecticides, fungicides, herbicides and bio-stimulants. Crop
protection products also include technical synthesis and special formulations.

S. No. Category Uses Notable products

1. Insecticides Formulations designed to control and manage • Aakrosh+

234
 S. No. Category Uses Notable products
insect infestations that can damage crops. • Avon 25
• Baton
• Corsa-808
• Dawn super
• Dawn-2000
• Dawn-7000
• Dhamaal-50
• Dominator
• Domistar
• Farrate
• Furtex gr
• Indo dost
• Indo vaada
• Indogen
• Indogulf sitara
• Jabar-75
• Kranti-4g
• Kranti-50
• L-drint super
• L-drint-20
• Lehar
• Paarth1545
• Paarth-3935
• Planogulf
• Port+ 525
• Port-10
• Prize
• Prominent
• Pyrifen
• Rogorus
• Rusban
• Rusdol
• Rusmite-50
• Rusphort-10
• Savera-fs
• Spine
• Spine-505
• Spot
• Srigent
• Srigent plus
• Srigent ultra
• Twins-4040
• Abamite
• Indomite
• Spiderman

Formulations designed for, among others, non- • Aldrin

agrichem usage, household and kitchen gardens. • Cypermethrin

2. Herbicides Formulations designed to eliminate or manage • Alkazar

unwanted weeds that compete with crops for • Alto
nutrients, water, and sunlight. • Alto with surf.
• Arjun-32
• Bound off
• Cigante

235
 S. No. Category Uses Notable products
• Cut off-38
• Cut off-58
• Cut off-80
• Factor
• Fire
• Glytac power
• Gulf top
• Indomix power
• Jai ho
• Jai ho plus
• Krift
• Krift plus
• Meta smart
• Orion gold
• Oxytech
• Parker-64
• Peak-5.1
• Penda power
• Pendashree
• Ruszine
• Shaktiban
• Super mix
• Tower
• Trick
• Weeder

3. Fungicides Formulations that are designed to prevent, • Collector

mitigate, or eradicate fungal diseases that can • Coprus
affect crop health and yield. • Fang-75
• Figon
• Gulf star
• Indo everfast
• Indocap
• Indogulf valida
• Indogulf z80
• Jabardast plus
• Jannat
• Kargill
• Kargill-n
• Logic-1811
• Nector
• Nector plus
• Orozeb
• Refery
• Remote power
• Rexcel-2 ds
• Sandesh
• Srilaxyl
• Srilaxyl-35
• Srizol
• Veer
• Wind
Formulations designed for, among others, non- • Lambda Cyhelothrin
agrichem usage, household and kitchen gardens. • Bifenthrin
4. Plant growth Products that regulate plant growth processes • Gajab ultra
regulators such as flowering, fruiting, and overall plant • Jolt23
development, optimizing crop yield and quality. • Rusphon
• Sriculan gold
• Sriculan plus
5. Adjuvants and Enhance the uptake of agrochemicals into plants • Ankur Gold
Efficacy Enhancer via stomatal infiltration making the solution
‘rainfast’

236
Biologicals

Biologicals empower farmers with a comprehensive approach to crop management, offering novel solutions to
combat pests and diseases, build resilience against abiotic stress, and unlock improved nutrient use efficiency. It
also mitigate the impact of environmental stresses, and optimize nutrient uptake and soil well-being, driving
progress toward a more sustainable food system ultimately leading to more resilient and sustainable agricultural
practices. These products include:

S. No. Category Uses Notable products

1. Bio-stimulants o Botanical extracts • Biogold
(include a • Bioking
substance or a o Humic and Fulvic derivates • Indo Breeza
microorganism or • Root -o-Max Gold
a combination of o Protein Hydrosylates • Bloom Flower GR
both whose • Indo Apache
primary function
• Bactro Plus Gold
when applied to
• Empire
plants, seeds of
rhizosphere,
among others, is to
stimulate
physiological
process in the
plants and to
enhance its
nutrient uptake,
growth, yield,
nutrition
efficiency, crop
quality and
tolerance to stress,
regardless of its
nutrient content,
but does not
include pesticides
or plant growth
regulators)
2. Bio-fertilizers Bio-fertilizers • Indo Mychoriza
(include the • Root-O-Max Ultra
products
containing carrier
based (solid or
liquid) living
microorganisms
which are
agriculturally

237
 S. No. Category Uses Notable products
useful in terms of
nitrogen fixation,
phosphorus
solubilisation or
nutrient
mobilization, to
increase the
productivity of the
soil and/or crop)

Manufacturing Process

We sell our products in water dispersible granules, suspension concentrate, powder and liquid form to our
customers.

Manufacturing Process Flow Diagram for Fipronil 0.3% GR

238
Material Process Flow Chart for Powder:

Manufacturing Process Flow Diagram for Liquid (EC):

239
Manufacturing Process Flow Diagram For Cartap Hydrochloride 4%GR:

Manufacturing Process Flow Diagram for SC Formulation:

240
Manufacturing Process Flow Chart for WDG Formulation:

Manufacturing Facilities

We have four manufacturing facilities having an aggregate installed capacity of 19,620 KL for liquid suspension
concentrate, 27,930 MT for granules and 1,980 MT for powder, as on August 31, 2024. Our technical plant has
aggregate capacity of 1,360 TPA for production of insecticides, fungicides and herbicides, as on August 31, 2024.

Each of our manufacturing facilities has the ability to manufacture a wide range of products and products can be
inter-changed to address the requirements of customers.

241
Samba, Jammu & Kashmir

Our facilities enjoy close proximity to agricultural states such as Haryana, Jammu and Kashmir, Punjab, Uttar
Pradesh, Rajasthan and Uttarakhand. Our facilities are strategically situated near Delhi, a major transportation hub
with access to highways, dry ports, and airports. This strategic positioning ensures seamless connectivity and
efficient logistics operations, facilitating timely and cost-effective transportation of raw materials and finished
goods. By minimizing lead times, reducing transportation costs, and optimizing supply chain efficiency, we can
explore new markets, expand distribution networks, and enhance customer service levels, thereby strengthening
our competitive position and fostering long-term customer relationships. The location of our facilities grants us
direct access to lucrative markets, enabling us to capitalize on robust demand and maximize revenue potential.
Further, we benefit from a favourable cost structure for infrastructure development owing to lower construction
expenses, and operational overheads. The location of our facilities attracts a diverse pool of talent with specialized
skills and expertise relevant to our industry.

Capacity and Capacity Utilization

Our manufacturing facilities have the ability to manufacture a wide range of products. The following table sets
forth the aggregate production capacity of our Company’s manufacturing facilities and the actual production
volumes for the periods indicated:

As on August As on March 31, As on March 31, As on March 31,

Particulars Unit
31, 2024 2024 2023 2022
A. Samba, Jammu
and Kashmir
Installed capacity(1) MT 9,000 9,000 9,000 9,000
Actual Production(2) MT 1,310 2,157 2,400 2,410
Capacity utilization(3) (%) 14.55 23.96 26.66 26.77

B. Nathupur - I,

242
 As on August As on March 31, As on March 31, As on March 31,
Particulars Unit
31, 2024 2024 2023 2022
Haryana
Installed capacity(1) MT 13,500 13,500 13,500 13,500
Actual Production(2) MT 3,361 4,963 3,650 3,600
Capacity utilization(3) (%) 24.89 36.76 27.03 26.66

C. Nathupur - II,
Haryana
Installed capacity(1) TPA 1,360 1,360 1,360 1,360
Actual Production(2) TPA 266 987.33 1,499.40 577.20
Capacity utilization(3) (%) 19.00 72.6 110 42

D. Barwasni,
Haryana
Installed capacity(1) MT 20,000 20,000 20,000 20,000
Actual Production(2) MT 1,691 5,206 3,580 2,050
Capacity utilization(3) (%) 8.45 26.03 17.90 10.25
The above information has been certified by Praphull Gupta, Chartered Engineer, by certificate dated September 23, 2024.
Notes:
(1). The information relating to the installed capacity of the manufacturing facilities as of the dates included above are based on various
assumptions and estimates that have been taken into account for calculation of the installed capacity.
(2). The information relating to the actual production at the manufacturing facilities as of the dates included above are based on the
following assumptions.
The actual production capacity of the company is derived from a collaboratively developed ‘Suggestive Production Plan’ on a monthly
basis. It is understood that the production team adjusts their capacity in response to market demands that fluctuate between the Rabi
and Kharif seasons. Given the inherent seasonal nature of the agro-business, I assume thatthe plant capacity utilization is expected to
peak from April to September and decline during the lean season from October to March. This assumption is critical for ensuring
alignment with crop protection requirements and optimizing overall production efficiency.
(3). Capacity utilization has been calculated on the basis of actual production during the relevant period divided by the aggregate installed
capacity of relevant manufacturing facilities as of at the end of the relevant period.

Procurement and Raw Materials

The key raw materials that we use in our manufacturing operations include, among others, 3 Methyl 4 Nitro
Iminoperhydro 1,3,5 Oxadiazine (MNIO), 2-Chloro-5-Chloro Methyl Thiazole (CCMT), Glyphosate Tech., CIX,
3-BROMO-1-(3-CHLOROPYR-2-YL)-1H-PYRAZOLE-5-CARBO ACID (BPCA) in technical Thiomethoxam,
Bifenthrin, Pretilachlor, Lambda Cyhalothrin, seaweed, potassium humate, ferasulphute, zinc sulphate in
formulation.

We primarily source the raw materials for our manufacturing process through both our internal backward
integration and external suppliers in India and globally. We believe that such backward integration greatly reduces
our production costs, ensures the availability of raw materials, reduces lead time and minimizes the dependence
on an external supply chain.

Historically, we have sourced raw materials from multiple vendors in India and China sets forth the purchase of
raw materials for the periods indicated below:
(₹ in million)
Fiscal 2024 Fiscal 2023 Fiscal 2022
Particulars % of total % of total % of total
(₹ in million) (₹ in million) (₹ in million)
purchase purchase purchase
Domestic 2,798.76 73.50% 2,825.72 60.76% 2,457.67 71.39%
Imported 1,009.24 26.50% 1,825.24 39.24% 984.95 28.61%
Total 3,808.00 100.00% 4,650.96 100.00% 3,442.63 100.00%

We identify and approve multiple vendors to source our key raw materials pursuant to conducting a feasibility
study that involves price competitiveness, quality assurance measures, delivery timelines, and supplier reliability.
We typically purchase raw materials based on the historical consumption patterns, current market trends and the
anticipated production requirements taking into consideration any expected fluctuation in raw material prices and
delivery delay. Typically, the time difference purchase and receipt of raw materials for imported shipment is
between 15 to 20 days and for domestic shipment is between two days to one week. There have not been any
substantial delays between purchase and receipt of raw materials in the past.

243
Inventory Management

Our finished products are stored in multiple locations, including on-site at our manufacturing facilities. We operate
a network of four strategically located warehouses in the states of Haryana, Gujarat, Punjab and Uttar Pradesh in
India to ensure efficient supply to customers through distributors. The inventory levels of finished products are
adjusted based on the seasonal demand cycles for crops such as Rabi and Kharif. Inventory is aligned with
confirmed and expected orders, as well as customer-provided annual forecasts, which vary according to the crop
cycles. For instance, higher stock levels are maintained leading up to the Rabi and Kharif seasons to meet the
increased demand from farmers during planting and growing periods. We have implemented real-time tracking
systems to monitor inventory movement, stock levels, and replenishment needs, enabling us to respond quickly
to these seasonal fluctuations.

Our production and inventory planning operates on a monthly basis, with adjustments made to the production
schedule depending on actual orders and seasonal demand. We monitor our daily production closely monitored to
ensure that both raw materials and finished goods inventory levels remain adequate across our facilities and
warehouses. For raw materials, inventory is managed based on lead times and anticipated demand, ensuring that
we can meet production needs without interruption, especially during peak agricultural seasons.

Logistics

We transport our raw materials and our finished products by road, train, sea and air. Depending on our contractual
arrangements, our suppliers either deliver our raw materials directly to us or we are required to collect the raw
materials from our suppliers at our own costs. We outsource the delivery of our raw materials to third party
logistics providers.

We maintain stock in our 17 depots, which allows us to fulfil customer orders promptly through local transporters
and our own vehicles. Our inventory management team track stock levels, manage reorders and optimises
inventory to align supply with demand. Our logistics team collaborates with the marketing team to develop a sales
plan based on historical data, projected seasonal changes, and meteorological forecasts. This plan is divided into
monthly sales targets and is formulated two months in advance, taking into account stock levels at each depot.
The team reviews inventory on a fortnightly basis and adjusts stock distribution as needed, including reallocating
the inventory to ensure timely supply to high-demand areas. By closely monitoring stock levels and movement,
the logistics team ensures timely replenishment and maximizes sales opportunities, while also finding alternatives
to redirect non-moving stock to regions where it is more likely to sell. We have established contracts with
transportation agencies to handle various logistics needs. In cases where customers have their own designated
transport, we coordinate delivery directly to those vehicles. Our returns management team verifies that all the
returns are properly supported by the necessary documents as per the SOP and proper return entry has been made.
In terms of technological integration, our Company utilizes SAP ERP systems to streamline operations. Further,
we have developed our own mobile application to facilitate order collection and provide real time tracking from
order placement to final delivery. We track our key performance indicators to evaluate efficiency and identify
areas for enhancement.

Our logistics process involve order fulfilment, inventory management, distribution network, transportation
management, returns management, technology integration and performance measurement, which results in
enhancing our operational efficiency and boosts overall customer satisfaction.

Pricing

We determine the pricing for our products using a margin and market basis model that factors in several
parameters, including market demand, transportation costs, and raw material prices for that specific period. Our
pricing is closely tied to fluctuations in raw material costs, allowing us to adjust prices accordingly to protect
margins during periods of price volatility. We use a transparent cost-pricing model that incorporates key cost
elements such as raw materials, packaging, labor, utilities, insurance, and taxes.

The final purchase price is typically pre-determined annually or for the duration of the agreement, based on
mutually agreed terms between our customers and us. However, in cases where raw material prices fluctuate
significantly, we may adjust pricing within the terms of the agreement to reflect the actual costs during that period,
ensuring sustainable profitability while maintaining competitive market positioning.

244
Sales, distribution and marketing

Our customer portfolio comprises three major segments which are institutional customers, retail customers and
export customers. We presently sell our products to the customers, directly as well as indirectly. The indirect sales
come through our dealer network whose sales effort is supported by our stock depots and the direct sales comes
through institutional sales and exports wherein our sales team reaches out to institutional buyers to recommend
our trusted products.

The following table sets forth, for the periods indicated, the revenue contribution of our top three, top five and top
ten largest customers by gross revenue contributions as a percentage of our gross revenue from operations.

(in ₹ million, unless stated otherwise)

Revenue from customers Fiscal 2024 Fiscal 2023 Fiscal 2022
Amount Percentage of Amount Percentage Amount Percentage of
total gross of gross total total gross
revenue from revenue revenue from
operations from operations
operations
(%) (%) (%)
Top 3 customers 574.11 10.04 550.63 9.69 538.57 10.63
Top 5 customers 804.18 14.06 768.65 13.52 752.62 14.86
Top 10 customers 1,155.75 20.21 1,175.32 20.68 1,033.40 20.40
Total gross revenue from 5,718.95 N.A. 5,683.41 N.A. 5,066.21 N.A.
operations

We conduct market research to gain insights into the agricultural sector, encompassing crop varieties, regional
disparities, and prevalent pest and disease challenges. For further details, please see “- Our Strengths – Strong
R&D and product development capabilities” on page 228. Our marketing team, spanning across India, actively
engage with farmers and rural communities to market data. Additionally, we harness data from various sources to
analyse crop patterns, pest occurrences, soil conditions, and nutritional requirements. This approach enables us to
ascertain the prevalent crops and pests in different regions, facilitating decisions regarding the sale of pesticides
and development of tailored agricultural solutions. Segmenting the market based on criteria such as crop types,
farm sizes, geographical locations, and farming methodologies is integral to our strategy. We have constantly
sought to adapt to the changing industry landscapes, business environments and customer requirements. As a
result, we have built long – standing relationships with a number of our key customers. We have catered to major
domestic and international brands, with some our key customers being Asasiat of Development for Agric & Trade
Co, UAE, and Mezgebu Duguma (MDD Chemical Products Importer - Ethiopia).

We specialize in curating informative content aimed at educating farmers, agronomists, and other stakeholders on
the significance of crop protection and sustainable farming practices. We have several publications that highlight
the benefits of specific products, innovative technologies, and management practices, such as Krishi Mitra,
Indogulf Times, Handbook of Plant Nutrition, and the Indogulf Product Booklet. Our marketing material includes
among others, packing brochures, pocket product catalogues, product albums, plant supplement flyers, technical
and formulation flyers. We are fully committed to leveraging digital technologies and platforms to enhance
customer engagement, streamline communication channels, and facilitate seamless e-commerce transactions.

Research and Development

We believe that R&D is critical in maintaining our competitive position, addressing changing consumer trends
and industry developments, developing innovative processes, undertaking complex chemistries, environmental
management and developing costs and operating efficiencies.

We have a strategic focus on R&D and our R&D capabilities includes a national accreditation board for testing
and calibration laboratories (“NABL”) certified laboratory located at Nathupur, Haryana. Our efforts are led by a
dedicated R&D team that comprises skilled scientists, agronomists, chemists, and biologists. Our dedicated R&D
team constantly explores new technologies and methodologies to enhance product efficacy and sustainability. Our
R&D efforts have led to the grant of three patents since Fiscal 2019. As on August 31, 2024, our R&D team
consisted of nine employees.

We conduct a comprehensive gap analysis between the market needs and our offerings to identify areas to focus
our R&D efforts into short, medium and long term time periods.

245
Short-Term R&D: Product Development

Our short-term focus is on developing existing market products by obtaining registrations under the Insecticide
Act of 1968 (“Insecticide Act”), particularly for ‘ME-TOO’ products (i.e. products which already exist in the
market and are being developed by obtaining registrations under the Insecticide Act). We standardize formulations
based on approved chemical compositions, ensuring compliance with regulations. Our skilled R&D team uses
advanced technologies like suspension concentrate, emulsifiable concentrate, wettable granule, and capsule
suspension, along with high performance liquid chromatography and gas liquid chromatography for validation.

Medium-Term R&D: Product Upgradation

In the mid-term, we focus on upgrading products through collaborations and technology transfers, both locally
and globally. These partnerships facilitate data sharing and new product registrations. We continue to expand our
capabilities through strategic alliances and knowledge-sharing.

Long-Term R&D: New Molecule Discovery

Our long-term strategy includes new molecule discovery, manufacturing R&D, and field research, with a focus
on patenting and registration. We invest in sustainability through ISO 14001:2015-certified processes,
incorporating green technologies, waste reduction, and recycling. We also emphasize continuous quality
improvement with ISO 9001:2015 certification and NABL accreditation in progress.

Strategic Collaborations

We collaborate with universities, research centers, and Contract Research Organizations (CROs) like IIRT and
Zade Biosciences to conduct toxicological and chemical studies following international OECD protocols. Our
partnerships extend to ICRA institutes and various agricultural universities across India.

Packaging R&D

We ensure compliance with packaging regulations, focusing on quality, durability, and sustainability. Our R&D
team has developed three patented bottle designs and holds over 50 UN certifications for international shipping
compliance, reinforcing our commitment to product safety and innovation.

Each of our products are subjected to quality check by our in-house R&D team, to ensure that the finished product
meets customer standards and other specifications. We believe that our R&D has and will continue to assist us in
developing newer technologies, manufacturing processes and chemistries for existing as well as new products,
which will help reduce the cost of production, simplify manufacturing processes to improve safety, reduce
environmental load and provide us with other growth opportunities. Our R&D has played a key role in the
expansion of our commercialized product portfolio from portfolio from 198 products in Fiscal 2022 to 259
products in Fiscal 2024.

For further details, please see “- Our Strengths – Strong R&D and product development capabilities” on page
228.

Competition

India is our primary market, and our Company faces competition in the agro chemical market from domestic as
well as from overseas. Our competition varies by market, geographic area and type of product. As a result, to
remain competitive in our market, our Company must continuously strive to reduce our operating costs and
improve our operating efficiencies. (Source: CareEdge Report)

Quality Control, Testing and Certifications

We have implemented quality assurance management systems and procedures that are aimed at ensuring
consistency. Our products are rigorously inspected, tested and certified for quality, in-house. We continue to strive
to upgrade and meet our customers’ requirements, to have an edge over competitors and to deliver quality products
which give complete customer satisfaction. We invest in upgrading our equipment and technology and add new
equipment from time to time.

246
Our manufacturing facilities are ISO 9001: 2015 and ISO 14001: 2015 certified, for quality management system
and environment management system. Our quality control and quality assurance team monitors the manufacturing
process at all stages of the manufacturing and development of our products, from initial testing stage of incoming
raw materials up to the final product prior to packaging and shipment. Any of our final products receive clearance
only after the quality control and quality assurance teams test a sample of the product batch against customer
specifications as well as in-house specifications before any dispatch to a customer.

The table below sets out our total return and rejection of our products as a percentage of our sales attributable to
such products, during the periods indicated below:

(₹ in million, unless stated otherwise)

Fiscal 2024 Fiscal 2023 Fiscal 2022
Number of As a (%) of Number of As a (%) of Number of As a (%) of
Product category total return our gross total return our gross total our gross
and revenue and revenue return and revenue
rejections rejections rejections
Crop protection 167.37 2.93 123.78 2.18 135.15 2.67
Plant nutrients 7.32 0.13 5.76 0.10 4.84 0.10
Biologicals 16.47 0.29 19.28 0.34 7.04 0.14
Total gross revenue 5,718.95 N.A. 5,683.41 N.A. 5,066.21 N.A.

Environment, Sustainability, Health and Safety

We are subject to a wide range of safety and environmental laws and regulations, including the Water Act, the
Air Act, the Environment (Protection) Act, 1986 and the Hazardous Waste Rules. For further details on the
regulations that are applicable to us, see “Key Regulations and Policies in India” on page 251.

We are committed to ensure a safe and healthy workplace for our employees and minimise our potential impact
on the environment. We implement work safety measures to ensure a safe working environment including general
guidelines for health and safety at our Manufacturing Facility, accident reporting, wearing safety equipment and
maintaining clean and orderly work locations. We are committed to zero defects and zero environmental impact
practices. A safety committee is constituted to build a safety culture among the workers and management.

We have adopted zero discharge concept in our facilities, wherein we collect, treat and reuse the plant effluents.
Further, internal and external training sessions are arranged to create awareness about the environment,
sustainability, health and safety measures.

Information Technology

We believe that an appropriate information technology infrastructure is important in order to support the growth
of our business. Our facilities are connected to our central IT network that facilitates monitoring of our operations
and management of supply chain. Our IT infrastructure enables us to track procurement of raw materials, sale of
finished goods, payments to vendors and contract suppliers, receivables from customers and distribution network.
We also utilize an enterprise resource planning solution that covers production, finance, sales, marketing logistics,
purchase and inventory, across all our offices and manufacturing facilities.

We have implemented various IT and software solutions to cover key areas of our operations. Our Company
leverages SAP software to manage operations, finances and customer interactions efficiently. We intend to
continue to make investments in our IT systems and processes, including our backup systems. We believe this
investment in our IT systems will improve our operational efficiency, customer service and decision-making
process to reduce manual intervention and the potential risk of system failures.

We have newly launched the AHSAS mobile and web app is designed to streamline operations for both employees
and channel partners, improving efficiency and data accessibility.

For channel partners, the app allows them to:

• View total sales and access ledgers

• Review new product launches
• Check outstanding balances and price lists

247
 • Place and track orders online seamlessly

For employees, the app provides:

• Detailed information on customers, including ledgers, sales data, and outstanding balances
• Tools to place and track orders, view warehouse stock, and submit travel claims
• Daily visit tracking to give supervisors insights on employee activities

Overall, the app supports Management Information Systems (“MIS”) by delivering real-time data to improve
sales and collection planning. Key features include distributor appointment, daily activity tracking, data collection
for farmers and retailers, and automated reminders for timely outstanding collections.

Insurance

Our operations are subject to various risks inherent in the agrochemicals industry. Accordingly, we have obtained
burglary, loss of profit, fire, earthquake, commercial general liability, comprehensive marine, group health, group
personal accident and directors’ and officers’ liability policies.

As of March 31, 2024, we had a total insurance coverage of ₹ 3,067.32 million aggregating to 128.55% of our
total insured assets.

Human Resources

Our employees and contract labourers contribute significantly to our business operations. As of August 31, 2024,
we had 640 permanent employees. In addition, we have entered into arrangements with third party personnel
companies for the supply of contract labour. The number of contract labourers varies from time to time based on
the nature and extent of work contracted to independent contractors.

We conduct training workshops for our employees to develop a variety of skill sets and organize modules at
regular intervals to promote teamwork and personal growth of employees.

Our human resource department focuses on employee engagement and motivation, which further helps in
achieving the strategic objectives of the organization. Our human resource practices are aimed at recruiting
talented individuals, ensuring continuous development and addressing their grievances, if any, in a timely manner.

The table below sets forth details of our permanent employees as of August 31, 2024:

Department No. of employees

Accounts 57
Administration 72
Human Resource 9
Information Technology 3
Maintenance 43
Management 3
Marketing 270
Operations 4
Production 91
Purchase 7
Quality Control 33
Regulatory Affairs 4
Supply Chain 44
Total 640

Further we have also hired 71 employees on retainership basis in project development team, administration,
accounts and regulatory departments.

Our workforce is a critical factor in carrying out our operations and maintaining quality, productivity and safety,
which strengthens our competitive position.

248
Intellectual Property

We have registered our logo “ ” under class 35 with the Registrar of Trademarks.
As on the date of this Draft Red Herring Prospectus, we have been granted 167 trademarks registrations
including our logo and branded products, under classes 1, 2, 3, 5, 16 and 35.

As on the date of this Draft Red Herring Prospectus, we have been granted three registered patents under The
Patents Act, 1970, 6 registered designs under the Designs Act, 2000. We also have a copyright on the brand “Indo
Apache” for one of our bio-stimulant products.

Corporate Social Responsibility

Our Company has formulated a Corporate Social Responsibility (“CSR”) policy in accordance with the
requirements of the Companies Act 2013 and the rules thereunder. Our Board of Directors have also constituted
a Corporate Social Responsibility Committee. Our CSR activities focus on education, animal welfare and
restoration of heritage.

In Fiscal 2024, Fiscal 2023 and Fiscal 2022, we spent ₹ 6.55 million, ₹ 6.45 million and ₹ 5.45 million on our
CSR activities.

Property

Our registered office is located at 501, Gopal Heights Plot No - D-9, Netaji Subhash Place, New Delhi 110 034,
Delhi, India and the same is obtained on rental basis from Sanjay Aggarwal (HUF) for a period commencing on
April 1, 2024 to March 31, 2026.

The table below provides details of our manufacturing facilities:

Facility Owned / Leased Term

Samba, Jammu and Kashmir Leased Leasehold of 90 years between our
Company and J&K State Industrial
4 Kanal of land situated at Development with effect from June
Industrial Growth Center, 13, 2005.
SIDCO, Phase – I, Samba,
Jammu, Jammu and Kashmir
184 121
Nathupur - I, Haryana Leased Leasehold of 36 months between
our Company and Om Prakash
Khewat no. 425, V.P.O. Aggarwal (HUF) (member of our
Nathupur, Sonipat 131 029, Promoter Group) with effect from
Haryana April 1, 2024.
Nathupur - II, Haryana Leased (iii) Leasehold of 36 months
between our Company and
(i) Khewat no: 192, no. Anshu Aggarwal (one of our
16/22/3, 23/2/2/5,3,27, Promoter and Director), with
V.P.O. Nathupur, Sonipat 131 effect from November 1, 2023.
029, Haryana
The agreement may be terminated
(ii) Khewat n o. 277, Khata no. by either party, without cause, by
350/1, Killa no. 18/10/12, providing a one month’s notice.
18/11/1, V.P.O. NATHUPUR,
Sonipat 131 029, Haryana (iv) Leasehold of 99 years between
our Company and Anshu
Aggarwal (one of our Promoter
and Director), with effect from
August 11, 2008.

The agreement may be terminated

without mutual consent.

Barwasni, Haryana Leased Please refer to note (1) below

249
 Facility Owned / Leased Term

Address: Please refer Note (1)

below.
Note 1:

S. No. Address Details of agreement Duration/

period of
lease
v. Khewat no. 23 Min, 477 Khata no. 23 Min, 552 under Killa no. 30//21, 22, Leasehold of 30 years 30 years
23 19/1, 19/2, 51//2/2, 3, 4, 5/1, 7/1, 8/, Barwasani, Sonipat 131 001, between our Company and
Haryana Sanjay Aggarwal (our
Promoter and Managing
Director) with effect from
June 12, 2018
vi. Khewat no. 481/386, Khata no. 536, Killa no. 30//20/1, Barwasni, Sonipat Leasehold of 10 years 10 years
131 001, Haryana. between our Company and
Sanjay Aggarwal (our
Kewat no 465, Khata no. 520, Killa no. 19//14/1, Rakba 7-16 of 20/156, Promoter and Managing
Khewat no. 483, Khata no. 583, Killa no. 19//25 (7-12), 30//20/2(3-11), Director) with effect from
44//14/1/1(6-0), Barwasni, Sonipat 131 001, Haryana. June 16, 2023

Khewat no. 589, Khata no. 633, Killa no. 30//10/1(1-16), 30//11/1(3-18),
30//11/3(0-9), 12/3(0-6), Barwasni, Sonipat 131 001, Haryana.

Kewat no. 28, Min khata no. 28, Killa no. 29//4(3-4), Barwasni, Sonipat
131 001, Haryana.

Khewat no. 578/2, Min khata no. 622/2, Killa no. 30//10/2 (0-18), 11/2 (3-
4), 12/1 (4-12) and Khewat no. 578/7, Khata no. 622/7, Killa no. 30//1/3
(0-9), 12/3(0-6), Barwasni, Sonipat 131 001, Haryana.
vii. Khewat no. 240, Min. khatoni no. 253, Killa no. 63//25(8-0), 67//5(8-0), Leasehold of 10 years 10 years
6(3-3), Kitte 3; Khewat no. 241, Min khatoni no. 254, Killa no. 67//4(4- between our Company and
16), 7(0-2), Kitte 2, Hullaheri, Sonipat 131 001, Haryana. Sanjay Aggarwal (our
Promoter and Managing
Khewat no. 216, Khata no. 229, Killa no. 63//19/1(6-13), 20/2(3-19), Director) with effect from
63//12/2(0-9), 19/2(0-1), 20/1(0-6), 24/1(0-9), Hullaheri, Sonipat 131 001, June 16, 2023
Haryana.

Khewat no. 241, Khata no. 254, Killa no. 66//2/3/1(0-11), 9/2(1-5),
Hullaheri, Sonipat 131 001, Hariyana.

Khewat no. 216, Khata no. 229, 63//24/2(7-11), Hullaheri, Sonipat 131
001, Haryana.

Khewat no. 217, Khata no. 230, Killa no. 63//18/5(4-4) and 63//23/2,
Hullaheri, Sonipat 131 001, Haryana.

Khewat no. 232, Khata no. 245, Killa no. 66//10(5-9), Hullaheri, Sonipat
131 001, Haryana.
viii. Khewat no. 604, Khata no. 648, Killa no. 30//20/3(0-9), Barwasni, Sonipat Leasehold of 11 months 11 months
131 001, Haryana. between our Company and
Sanjay Aggarwal (our
Promoter and Managing
Director) from September 20,
2024

Further, we had six sales/ branch offices, four godowns and 17 stock depots located across seven states of India.

250
 KEY REGULATIONS AND POLICIES IN INDIA

The following description is a summary of certain key regulations, statutes, circulars, directions and policies
which are applicable to our Company and our Subsidiaries. The information detailed in this chapter has been
obtained from publications available in the public domain. Further, the information detailed in this section is
based on the provisions of statutes, bills, regulations, notifications, memorandum, circulars and policies which
are subject to amendment, modification and/or change by subsequent legislative, regulatory, administrative or
judicial decisions. The descriptions of the applicable statutes, regulations, circulars, directions and policies set
out below are not exhaustive and are only intended to provide general information to the investors and are neither
designed nor intended to be a substitute for professional legal advice. The statements below are based on the
current provisions of applicable law, which are subject to change or modification by subsequent legislative,
regulatory, administrative or judicial decisions. Taxation statutes such as the Income-tax Act, 1961, the Customs
Act, 1962, professional tax legislations, wherever applicable and the relevant goods and service tax legislation
apply to us as they do to any Indian company.

For details of the material government approvals obtained by our Company, see “Government and Other
Approvals” on page 409.

The Insecticides Act, 1968 (the “Insecticides Act”)

The Insecticides Act, as amended, regulates the (i) registration; (ii) licensing; and (iii) quality-control of
insecticides.

Registration: The definition of insecticides includes fungicides and weedicides. Any person who desires to import
or manufacture any insecticide is required to apply to the registration committee under the Insecticides Act, for
the registration of such insecticide. The functions of the registration committee include registering insecticides
after scrutinizing their formulae and verifying claims made by the importer or the manufacturer, as the case may
be, as regards their efficacy and safety to human beings and animals. The registration is granted by a central
authority and is effective throughout India.

Licensing: Any person who desires to manufacture or sell, stock or exhibit for sale or distribute any insecticide,
or to undertake commercial pest control operations with the use of any insecticide may make an application to the
licensing officer for the grant of a license under the Insecticides Act. Our Company is required to obtain a separate
license for each place in which we manufacture, sell or stock for sale our products. The license granted may be
revoked or suspended or amended, inter alia, for misrepresentation of an essential fact and failure to comply with
the conditions subject to which the license was granted.

Quality control: If the use of an insecticide or a batch thereof is likely to lead to such risk to human beings or
animals as to render it expedient or necessary to take immediate action, the Central Government or the State
Government may prohibit its sale, distribution or use, by notification, for a specified period pending investigation
in the matter. If, as a result of its own investigation or on receipt of a report from the State Government, and after
consultation with the registration committee, the Central Government is satisfied that the use of the said insecticide
or batch is or is not likely to cause any such risk, it may pass such order as it deems fit.

The Insecticides Act makes it punishable to import, manufacture, sell, stock and exhibit for sale or distribution
any misbranded insecticides. An insecticide is deemed to be misbranded if: (i) its label contains any statement,
design or graphic representation relating thereto which is false or misleading in any material particular, or if its
package is otherwise deceptive in respect of its contents; or (ii) it is an imitation of, or is sold under the name of,
another insecticide; or (iii) its label does not contain a warning or caution which may be necessary and sufficient,
if complied with, to prevent risk to human beings or animals; or (iv) any word, statement or other information
required by or under the Insecticides Act to appear on the label is not displayed thereon in such conspicuous
manner as the other words, statements, designs or graphic matter have been displayed on the label and in such
terms as to render it likely to be read and understood by any ordinary individual under customary conditions of
purchase and use; or (v) it is not packed or labelled as required by or under the Insecticides Act; or (vi) it is not
registered in the manner required by or under the Insecticides Act; or (vii) the label contains any reference to
registration other than the registration number; or (viii) the insecticide has a toxicity which is higher than the level
prescribed or is mixed or packed with any substance so as to alter its nature or quality or contains any substance
which is not included in the registration.

Penalties: Contravention of the Insecticides Act is punishable with imprisonment or fine or both, with enhanced

251
punishment for repeat offences. Similarly, a person may be imprisoned for a period of six months to three years
depending upon the nature of the offence. Further, the prescribed officer under the Insecticides Act has the power
to stop the distribution, sale or use of an insecticide for a specified period which he has reason to believe is being
distributed, sold or used in contravention of the Insecticides Act. Additionally, if any person is convicted under
the Insecticides Act, the stock of insecticide in respect of which the contravention has been made is liable to be
confiscated. The Pesticides (Prohibition) Order, 2018 provides a list of 18 pesticides that no person shall
manufacture, import, formulate, transport or sell from the date specified in the order. Further, the Government of
India had also proposed to introduce the Banning of Insecticides Order, 2020 which provided a list of 27 prohibited
insecticides. This Order has not come into effect as of the date of filing of this Prospectus. We are also required
to comply with the guidelines issued by the Central Insecticides Board and Registration Committee (“CIBRC”)
and the Insecticides Rules, 1971. The functions of the CIBRC include to advise the Central Government and State
Governments on technical matters such as the risk to human beings or animals involved in the use of insecticides
and the safety measures necessary to prevent such risk and the manufacture, sale, storage, transport and
distribution of insecticides with a view to ensure safety to human beings or animals and to carry out other functions
assigned to it by or under the Insecticides Act.

The Pesticides Management Bill, 2020 (the “Pesticides Management Bill”)

The Pesticides Management Bill was introduced in the Rajya Sabha on March 23, 2020 and is currently pending
approval. It seeks to replace the Insecticides Act, 1968. It seeks to regulate the import, manufacture, storage, sale,
distribution, use and disposal of pesticides with a view to ensure availability of safe and effective pesticides and
minimise its risk on human beings, animals, living organisms other than pests and the environment.

It defines a pest as species, strain or biotype of plant, animal or pathogenic agent that is unwanted or injurious to
plants, plant products, human beings, animals, other living creatures and the environment and includes vectors of
parasites or pathogens of human and animal diseases and vermin as defined in the Wild Life (Protection) Act,
1972. A pesticide is defined as any substance or mixture of substances, including a formulation of chemical or
biological origin intended for preventing, destroying, attracting, repelling, mitigating or controlling any pest in
agriculture, industry, pest control operations, public health, storage or for ordinary use, and includes any substance
intended for use as a plant growth regulator, defoliant, desiccant, fruit thinning agent, or sprouting inhibitor and
any substance applied to crops either before or after harvest to protect them from deterioration during storage and
transport.

The Pesticides Management Bill provides that any person seeking to import or manufacture any pesticides for
ordinary use, agricultural use, etc. shall have to make an application to the registration committee for a certificate
of registration. Further, anyone desiring to manufacture, distribute, sell or stock pesticides would have to obtain
a licence for the same. Such a license can be revoked by the Licensing Officer if the holder contravenes any
provisions of the Pesticides Management Bill or rules made thereunder. State Governments may also appoint
qualified persons for sale of extremely toxic or highly toxic pesticides by prescription. Under the Pesticides
Management Bill, manufacturing, importing, distributing, selling, exhibiting for sale, transporting, stocking a
pesticide, or undertaking pest control operations, without a licence is punishable with imprisonment of up to three
years, or a fine of not less than ₹ 1 million and extending up to ₹ 4 million, or both.

It also contemplates the constitution of the Central Pesticides Board to advise the Central and state governments
on scientific and technical matters arising under the Pesticides Management Bill. It also proposes for the Central
Pesticides Board to advise the Central government in making or formulating (i) criteria for good manufacturing
practices for pesticide manufacturers, standards to be observed by laboratories, and best practices for pest control
operators, (ii) standards for working conditions and training of workers, and (iii) procedure for recall and disposal
of pesticides. The Board will also frame model protocols to deal with occurrences of poisoning.

The Fertilizer (Inorganic, Organic or Mixed) (Control) Order, 1985 (the “Fertilizer Order”)

In exercise of the powers conferred on the Government of India by Section 3 of the EC Act, the Government of
India notified the Fertilizer Order. As per the Fertilizer Order, no person shall sell or carry on the business of
selling fertilizer without obtaining prior permission of the State Government. The State Government has the power
to issue license for trading in fertilizers for a period of three years, which may be renewed, suspended or cancelled
at its discretion. Further, the State Government also has the power to issue a certificate of manufacture, without
which, no person can carry on the business of manufacture of fertilizers. The Fertilizer Order also prescribes
certain standards that are required to be followed during the manufacture of fertilizers. No person can manufacture,
import or sell any mixture of fertilizers unless such mixture conforms to the standards laid down by the

252
Government of India vide the Fertilizer Order. Further, the Government of India has the power to regulate prices,
and to direct manufacturers/importers to sell fertilizers to particular States, in order to ensure fair and equitable
access to farmers across India.

Fertiliser (Movement Control) Order, 1973 (the “FM Order”)

In exercise of the powers conferred on the Government of India by Section 3 of the EC Act, the Government of
India notified the FM Order. It prohibits the export of any fertilizer from any state. However, the export of
fertilizers is permitted with the authorisation of the Government of India or an officer of the relevant state
government, as the case may be. The FM Order also prescribes conditions for the search and seizure of fertilizers.

The Petroleum Act, 1934

The Petroleum Act, 1934 regulates the import, transport and storage of petroleum. Persons intending to use
petroleum in the manner provided need to acquire a license for the same from relevant authorities.

The Central Government, may from time to time, declare by rules and notifications places where petroleum may
be imported, the periods within which license shall be applied for, regulations relating to transport of petroleum,
nature and conditions in which they may be stored etc.

The Explosives Act, 1884 (“Explosives Act”)

The Explosives Act is a comprehensive law which regulates by licensing the manufacturing, possession, sale,
transportation, export and import of explosives. As per the definition of ‘explosives’ under the Explosives Act,
any substance, whether a single chemical compound or a mixture of substances, whether solid or liquid or gaseous,
used or manufactured with a view to produce a practical effect by explosion or pyrotechnic effect shall fall under
the Explosives Act. The Central Government may, for any part of India, make rules consistent with this act to
regulate or prohibit, except under and in accordance with the conditions of a licence granted as provided by those
rules, the manufacture, possession, use sale, transport, import and export of explosives, or any specified class of
explosives. Extensive penalty provisions have been provided for manufacture, import or export, possession, usage,
selling or transportation of explosives in contravention of the Explosives Act.

The Legal Metrology Act, 2009 (“Legal Metrology Act”)

The Legal Metrology Act seeks to establish and enforce standards of weights and measures, regulate trade and
commerce in weights, measures and other goods which are sold or distributed by weight, measure or number and
for matters connected therewith or incidental thereto. The Legal Metrology Act provides that for prescribed
specifications all weights and measures should to be based on metric system only.

Further, the Legal Metrology Act lays down penalties for various offences, including but not limited to, use or
sale of non-standard weight or measure, contravention of prescribed standards, counterfeiting of seals and
tampering with license.

Indian Boilers Act, 1923 (the “Boilers Act”) and Indian Boiler Regulations, 1950 (the “Boilers Regulations”)

The Boilers Act intends to regulate inter alia, the manufacture, possession and use of steam boilers. Under the
provisions of the Boilers Act, an owner of a boiler is required to get the boiler registered and certified for its use,
by the Inspector so appointed by the relevant State Government. In the event of the use of boilers in non-
compliance with the Boilers Act, a fine may be imposed on the owner of such boiler and in certain cases,
imprisonment as well. The Boilers Regulations provide for inter alia, requirements with respect to material,
construction, safety and testing of boilers.

Environment protection laws

Environment Protection Act, 1986 (“EPA”)

The EPA is the umbrella legislation in respect of the various environmental protection laws in India. Under the
EPA, the Government of India is empowered to take any measure it deems necessary or expedient for protecting
and improving the quality of the environment and preventing and controlling environmental pollution. This
includes rules for, inter alia, laying down standards for the quality of environment, standards for emission of

253
discharge of environment pollutants from various sources, as provided under the Environment (Protection) Rules,
1986, inspection of any premises, plant, equipment, machinery, examination of manufacturing processes and
materials likely to cause pollution. Penalties for violation of the EPA include fines up to ₹100,000 or imprisonment
of up to five years, or both. The imprisonment can extend up to seven years if the violation of the EPA continues
beyond a period of one year after the date of conviction. There are provisions with respect to certain compliances
by persons handling hazardous substances, furnishing of information to the authorities in certain cases,
establishment of environment laboratories and appointment of government analysts.

Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous
Waste Rules”)

The Hazardous Waste Rules, read with the Environment Protection Act, ensure resource recovery and disposal of
hazardous waste in an environmentally sound manner. A categorical list of processes and their respective
hazardous wastes, and waste constituents with respective concentration limits has been provided in the schedules
of the Hazardous Waste Rules. The Hazardous Wastes Rules require every occupier engaged in the generation,
handling, processing, treatment, package, storage, transportation, use, collection, destruction, transfer or the like
of hazardous wastes to obtain authorisation from the concerned state pollution control board, as applicable.

The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) and the Water (Prevention and Control
of Pollution) Act, 1974 (the “Water Act”)

The Air Act was enacted to provide for the prevention, control and abatement of air pollution in India. The Air
Act requires any person establishing or operating any industrial plant in an air pollution control area to obtain
prior consent from the concerned state pollution control board. Further, it prohibits any person operating any
industrial plant in an air pollution control area from causing or permitting to be discharged the emission of any air
pollutant in excess of prescribed standards. The Water Act was enacted to control and prevent water pollution and
for maintaining or restoring of wholesomeness of water in the country and ensure that domestic and industrial
pollutants are not discharged into water bodies without adequate treatment. Both these Acts have been enacted to
also provide for the establishment, with a view to carrying out the purposes aforesaid, of Boards for the prevention
and control of air and water pollution, for conferring on and assigning to such Boards powers and functions
relating thereto and for matters connected therewith. Any violation of the provisions of the Air Act and Water Act
is punishable with a fine and/or imprisonment, as applicable.

E-Waste (Management), 2022 (“E-Waste Rules”)

The E-Waste Rules apply to every manufacturer, producer, consumer, bulk consumer, collection centres, dealers,
e-retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection,
storage and processing of e-waste or electrical and electronic equipment as classified under the E-Waste Rules,
including their components, consumables, parts and spares which make the product operations. The E-Waste
Rules mandate that a manufacturer must register with the state pollution control board and also submit annual
returns to the same authority. Producers of such e-waste also have extensive responsibilities and obligations and
may come under the scrutiny of either the central pollution control board or the state pollution control board. The
manufacturer, producer, importer, transporter, refurbisher, dismantler and recycler shall be liable for all damages
caused to the environment or a third party due to improper handling and management of the e-waste and may have
to pay financial penalties as levied for any violation of the provisions under these rules by the state pollution
control board with the prior approval of the central pollution control board.

Manufacture, Storage and Import of Hazardous Chemical Rules, 1989 (the “Hazardous Chemical Rules”)

The Hazardous Chemical Rules, as amended, were framed under the Environment Protection Act, 1986. These
Hazardous Chemical Rules apply to sites in which certain hazardous chemicals are manufactured or stored. An
occupier who has control of an industrial activity is required to provide evidence to show that it has, identified the
major accident hazards; and taken adequate steps to prevent such major accidents and to limit their consequences
to persons and the environment. Further, the occupier is required to provide to persons working on the site with
the information, training and equipment including antidotes necessary to ensure their safety. Under the Hazardous
Chemical Rules, the occupier is required to submit safety report as specified in Schedule 8 of the Hazardous
Chemical Rules. Among other things, the occupier is required to prepare and keep updated on site emergency plan
as per Schedule 11 of the Hazardous Chemical Rules, detailing how a major accident will be dealt with on the site
on which industrial activity is carried on.

254
The Chemical Accidents (Emergency Planning, Preparedness and Response) Rules, 1996 (the “Chemical
Accidents Rules”)

The Chemical Accidents Rules, formulated pursuant to the provisions of the EPA, seek to manage the occurrence
of chemical accidents, by inter alia, setting up a central crisis group and a crisis alert system. The functions of the
central crisis group inter alia include, (i) conducting post-accident analysis of major chemical accidents; (ii)
rendering financial and infrastructural help in the event of a chemical accident; and (iii) review district off site
emergency plans.

Public Liability Insurance Act, 1991 (the “Public Liability Act”)

The Public Liability Act imposes liability on the owner or controller of hazardous substances for any damage
arising out of an accident involving such hazardous substances. A list of ‘hazardous substances’ covered by the
legislation has been enumerated by the GoI by way of a notification. The owner or handler is also required to take
out an insurance policy insuring against liability under the legislation. The rules made under the Public Liability
Act mandate that the employer has to contribute towards the Environment Relief Fund, a sum equal to the premium
paid on the insurance policies. This amount is payable to the insurer.

Intellectual property laws

The Patents Act, 1970 (“Patents Act”)

The Patents Act governs the patent regime in India. Being a signatory to the Agreement on Trade Related Aspects
of Intellectual Property Rights, India is required to recognize product patents as well as process patents.

In addition to the broad requirement that an invention satisfy the requirements of novelty, utility and non-
obviousness in order for it to avail patent protection, the Patents Act further provides that patent protection may
not be granted to certain specified types of inventions and materials even if they satisfy the above criteria. Section
39 of the Patents Act also prohibits any person resident in India from applying for a patent for an invention outside
India without making an application for a patent for the same invention in India. The term of a patent granted
under the Patents Act pursuant to Section 53 is for a period of twenty years from the date of filing of the application
for the patent. A patent shall cease to have effect if the renewal fee is not paid within the period prescribed for the
payment of such renewal fee. In terms of the Patents Act, the patentee holds the exclusive right to prevent third
parties from the using, offering for sale, selling or importing for such purposes, the patented product or product
obtained directly by a process patented in India.

The Trade Marks Act, 1999 (“Trade Marks Act”)

The Trade Marks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks
in India. Indian law permits the registration of trademarks for both goods and services. It also provides for
exclusive rights to marks such as brand, label, and heading and to obtain relief in case of infringement for
commercial purposes as a trade description. Under the provisions of the Trade Marks Act, an application for
trademark registration may be made with the Trade Marks Registry by any person or persons claiming to be the
proprietor of a trademark, whether individually or as joint applicants, and can be made on the basis of either actual
use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years unless
cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration is required
to be restored to gain protection under the provisions of the Trade Marks Act. The Trade Marks Act prohibits
registration of deceptively similar trademarks and provides for penalties for infringement, falsifying and falsely
applying trademarks among others. Further, pursuant to the notification of the Trade Marks (Amendment) Act,
2010, simultaneous protection of trademark in India and other countries has been made available to owners of
Indian and foreign trademarks. It also seeks to simplify the law relating to the transfer of ownership of trademarks
by assignment or transmission and to bring the law in line with international practices.

The Copyright Act, 1957 (“Copyright Act”)

The Copyright Act serves to create property rights for certain kinds of intellectual property, generally called works
of authorship. The intellectual property protected under the Copyright Act includes copyrights subsisting in artistic
works, original literary, dramatic, musical or artistic works, cinematograph films, and sound recordings, including
computer programs, tables and compilations including computer databases. While copyright registration is not a
prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work, registration under the

255
Copyright Act acts as prima facie evidence of the particulars entered therein and may help expedite infringement
proceedings and reduce delay caused due to evidentiary considerations. Upon registration, the copyright
protection for a work exists for a period of 60 years following the demise of the author. Reproduction of a
copyrighted work for sale or hire and issuing of copies to the public, among others, without consent of the owner
of the copyright are acts which expressly amount to an infringement of copyright.

Shops and establishments legislations

Under the provisions of local shops and establishments legislations applicable in the states in which establishments
are set up, establishments are required to be registered. Such legislations regulate the working and employment
conditions of the workers employed in shops and establishments including commercial establishments and provide
for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of
shops and establishments and other rights and obligations of the employers and employees. All establishments
must be registered under the shops and establishments legislations of the state where they are located. There are
penalties prescribed in the form of monetary fine or imprisonment for violation of the legislations, as well as the
procedures for appeal in relation to such contravention of the provisions.

Labour law legislations

We are subject to various labour and industrial laws for the safety, protection, condition of working, employment
terms and welfare of labourers and/or employees of us.

The Factories Act, 1948 (the “Factories Act”)

The Factories Act defines a “factory” to cover any premises including the precincts which employs ten or more
workers or employed such number of workers on any day of the preceding twelve months and in which
manufacturing process is carried on with the aid of power and, any premises where there are at least twenty
workers or employed such number of workers on any day of the preceding twelve months, even though there is
no electricity or energy aided manufacturing process being carried on. Each State Government has rules in respect
of the prior submission of plans and their approval for the establishment of factories and registration and licensing
of factories. The Factories Act provides that an occupier of a factory i.e. the person who has ultimate control over
the affairs of the factory and in the case of a company, any one of the directors must ensure the health, safety and
welfare of all workers. The occupier and the manager of a factory may be punished in accordance with the
Factories Act for different offences in case of contravention of any provision thereof and in case of a continuing
contravention after conviction, an additional fine for each day of contravention may be levied.

Other labour laws

The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable Labour laws. The following is an indicative list of Labour laws other than the Factories Act and state-
wise shops and establishments acts, which may be applicable to our Company due to the nature of our business
activities:
• Contract Labour (Regulation and Abolition) Act, 1970

• Employees' Provident Funds and Miscellaneous Provisions Act, 1952

• Employees' State Insurance Act, 1948

• Minimum Wages Act, 1948

• Payment of Bonus Act, 1965

• Payment of Gratuity Act, 1972

• Payment of Wages Act, 1936

• Maternity Benefit Act, 1961

• Industrial Disputes Act, 1947

• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

256
• Employees Compensation Act, 1923

• The Child Labour (Prohibition and Regulation) Act, 1986

• The Equal Remuneration Act, 1976 T

• The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979

• Building and Other Construction Workers Regulation of Employment and Conditions of Service Act,
1996

• Industrial Employment (Standing Order), Act, 1946

• The Trade Unions Act, 1926 and the Trade Union (Amendment) Act, 2001

• The Code on Wages, 2019*

• The Occupational Safety, Health and Working Conditions Code, 2020 **

• The Industrial Relations Code, 2020***

• The Code on Social Security****

* The GoI enacted The Code on Wages, 2019 which received the assent of the President of India on August 8, 2019 Through
its notification dated December 18, 2020, the Gol brought into force sections 42(1), 42(2).42(3), 42(10), 42(11), 67(00(x).
67(1)(10) (to the extent that they relate to the Central Advisory Board) and 69 (to the extent that it relates to sections 7.
9 (to the extent that they relate to the Gol) and 8 of the Minimum Wages Act, 1986)) of the Code on Wages. 2019. The
remaining provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to subsume
four separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of
Bonus Act, 1963 and the Equal Remuneration Act, 1976.
** The Gol enacted The Occupational Safety, Health and Working Conditions Code, 2020' which received the assent of the
President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified
by the Gol. It proposes to subsume several separate legislations, including the Factories Act, 1948, the Contract Labour
(Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of
Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996.
*** The Gol enacted The Industrial Relations Code, 2020' which received the assent of the President of India on September
28, 2020. The provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to subsume
three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial
Employment (Standing Orders) Act, 1946.
****
The Gol enacted The Code on Social Security, 2020 which received the assent of the President of India on September 28.
2020. The provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to subsume
several separate legislations including the Employee's Compensation Act, 1923, the Employees State Insurance Act, 1948,
the Employees Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment
of Gratuity Act, 1972, the Building and Other Construction Workers' Welfare Cess Act, 1996 and the Unorganised
Workers Social Security Act, 2008.

Foreign Investment and Trade Related Laws

Foreign Investment in India

The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the Consolidated FDI
Policy (effective from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy
and Promotion) (“FDI Policy”), each as amended. Further, the Reserve Bank of India has enacted the Foreign
Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 on
October 17, 2019, which regulate mode of payment and remittance of sale proceeds, among others. 100% foreign
investment under the automatic route, i.e., without requiring prior governmental approval, is permitted in the
agriculture and animal husbandry sector. The FDI Policy and the FEMA Rules prescribe inter alia the method of
calculation of total foreign investment (i.e., direct foreign investment and indirect foreign investment) in an Indian
company. In terms of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
the investment in equity shares by a single FPI or an investor group (which means multiple entities registered as

257
FPIs and directly or indirectly having common ownership of more than 50% or common control) must be below
10% of our post-Offer Equity Share capital. Further, in terms of the FEMA NDI Rules, the total holding by each
FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company and the
total holdings of all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable to
the sector in which our Company operates (i.e., up to 100%).

Foreign Trade (Development and Regulation) Act, 1992 (the “FTA”)

The FTA seeks to provide for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India. The FTA provides that no person shall make any import or export except under
an importer-exporter code number (“IEC”) granted by the Director General of Foreign Trade, Ministry of
Commerce (“DGFT”). The IEC granted to any person may be suspended or cancelled inter alia in case the person
contravenes any of the provisions of FTA or any rules or orders made thereunder or the DGFT or any other officer
authorized by him has reason to believe that any person has made an export or import in a manner prejudicial to
the trade relations of India. Any person who makes any export or import in contravention of any provision of this
Act or any rules or orders made thereunder or the foreign trade policy would become liable to a penalty under the
FTA.

Foreign Trade Policy 2023

The Foreign Trade Policy 2023 shall remain to be in operation unless otherwise specified or amended.

The FTA read with the Foreign Trade Policy 2023 prohibits anybody from undertaking any import or export
except under an Importer-Exporter Code number (“IEC”) granted by Directorate General of Foreign Trade
(“DGFT”). Hence, every entity in India engaged in any activity involving import or export is required to obtain
an IEC unless specifically exempted from doing so. IEC shall be valid until it is cancelled by the issuing authority.
IEC allotted to an applicant is valid for all its branches, divisions, units and factories. Failure to obtain IEC shall
attract penalty under the FTA.

Other applicable laws

The Consumer Protection Act, 2019

The Ministry of Consumer Affairs notified certain sections of the Consumer Protection Act, 2019 (“COPRA”)
by way of the notification dated July 15, 2020 (with effect from July 20, 2020), including sections regulating the
formation and functioning of the Consumer Protection Council at the national, state and district levels, the
formation and functioning of Consumer Dispute Redressal Commissions at the national, state and district levels,
mediation of consumer disputes, product liability actions and punishment for manufacturing for sale or storing,
selling or distributing or importing products containing adulterants and spurious goods. The COPRA has been
enacted to provide for protection of the interests of consumers and for the said purpose, to establish authorities
for timely and effective administration and settlement.

The COPRA provides a mechanism for the consumer to file a complaint against a product manufacturer, seller,
or service provider in cases of unfair contract or trade practices, restrictive trade practices, defected goods, goods
which are hazardous or likely to be hazardous to life being sold in contravention to safety standards, deficiency
in services and price charged being unlawful. It also places product liability on a manufacturer or product service
provider or product seller, to compensate for any harm caused by defective product or deficiency in services. It
provides for a three-tier consumer grievance redressal mechanism at the national, state and district levels. Non-
compliance of the orders of the redressal commissions attracts criminal penalties. The COPRA has, inter alia, also
introduced a Central Consumer Protection Authority to regulate matters relating to violation of rights of
consumers, unfair trade practices and false or misleading advertisements, which are prejudicial to the interests of
public and consumers and promote, protect, and enforce the rights of consumers. The COPRA has also brought
e- commerce entities and their customers under its purview including providers of technologies or processes for
enabling product sellers to engage in advertising or selling goods or services to a consumer, online marketplaces
and online auction sites.

The Ministry of Consumer Affairs issued the Consumer Protection (E-Commerce) Rules, 2020 (“E-Commerce
Rules”) under the COPRA on July 23, 2020, which govern the online sale of goods, services, digital products by
entities which own, operate, or manage digital or electronic facility or platform for electronic commerce
(“ECommerce Entities”), all models of e-commerce (including marketplace or inventory based), and all

258
ecommerce sellers. The E-Commerce rules lay down the duties and liabilities of E-Commerce Entities and
ecommerce sellers.

In addition to the above, our Company is also required to comply with the Companies Act, 2013 and rules framed
thereunder, the Competition Act, 2002 and other applicable statutes imposed by the Centre or the State
Government and authorities for our day-to-day business and operations.

The Bureau of Indian Standards Act, 2016 (the “BIS Act”)

The BIS Act provides for the establishment of bureau for the standardization, marking and quality certification of
goods. Functions of the bureau include, inter-alia, (a) recognizing as an Indian standard, any standard established
for any article or process by any other institution in India or elsewhere; (b) specifying a standard mark which shall
be of such design and contain such particulars as may be prescribed to represent a particular Indian standard; and
(c) conducting such inspection and taking such samples of any material or substance as may be necessary to see
whether any article or process in relation to which the standard mark has been used conforms to the Indian
Standard or whether the standard mark has been improperly used in relation to any article or process with or
without a license.

Information Technology Act, 2000 (“IT Act”)

The IT Act was enacted with the purpose of providing legal recognition to transactions carried out by the means
of electronic data interchange and other means of electronic communication, commonly referred to as electronic
commerce‖, which involve the use of alternatives to paper-based methods of communication and storage of
information. various means of electronic data interchange involving alternatives to paper-based methods of
communication and storage of information. The IT Act also seeks to facilitate electronic filing of documents and
create a mechanism for the authentication of electronic documentation through digital signatures. The IT Act
prescribes punishment for publishing and transmitting obscene material in electronic form. The IT Act has
extraterritorial jurisdiction over any offence or contravention under the IT Act committed outside India by any
person, irrespective of their nationality, if the act or conduct constituting the offence or contravention involves a
computer, computer system or computer network located in India. The Information Technology (Amendment)
Act, 2008, which amended the IT Act facilitates electronic commerce by recognizing contracts concluded through
electronic means, protects intermediaries in respect of third-party information liability and creates liability for
failure to protect sensitive personal data. The IT Act also prescribes civil and criminal liability including fines and
imprisonment for computer related offences including those relating to unauthorized access to computer systems,
tampering with or unauthorized manipulation of any computer, computer system or computer network and,
damaging computer systems and creates liability for negligence in dealing with or handling any sensitive personal
data or information in a computer resource and in maintaining reasonable security practices and procedures in
relation thereto.

Other applicable laws

In addition to the above, we are also governed by the provisions of the Companies Act and rules framed
thereunder, contract act, and other applicable laws and regulation imposed by the Central Government and State
Governments and other authorities for our day to day business, operations and administration.

259
 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was originally incorporated as “Jai Shree Rasayan Udyog Limited”, a public limited company
under the provisions of the Companies Act, 1956, at New Delhi, India, pursuant to a certificate of incorporation
dated January 22, 1993, issued by the Additional Registrar of Companies, Delhi and Haryana. Our Company
commenced its operation pursuant to a certificate of commencement of business dated February 16, 1993, issued
by the Registrar of Companies, Delhi and Haryana. Subsequently, with the objective of increasing our brand value
in the market and better reflect the business activities of the Company, the name of our Company was changed to
“Indogulf Cropsciences Limited”, pursuant to a Board resolution dated March 19, 2015, and a special resolution
passed by our Shareholders at the extraordinary general meeting dated April 2, 2015. A fresh certificate of
incorporation dated April 28, 2015 was issued by the Registrar of Companies, Delhi and Haryana.

Changes in the registered office of our Company

Except as disclosed below, there has been no change in the registered office of our Company since its
incorporation:

Effective date Details of change in the registered office Reasons for change
November 3, 2010 The registered office of our Company was changed from For business and administrative
M-4 Aradhana Bhawan Commercial Complex Azadpur, convenience
Delhi India – 110033 to 501, Gopal Heights Plot No - D-
9, Netaji Subhash Place, New Delhi - 110034, Delhi,
India.

Main Objects of our Company

The main objects contained in the Memorandum of Association of our Company are as mentioned below:

1. To manufacture, produce, process, buy, sell, import, export, manipulate and or otherwise deal in fertilizers,
insecticides, fungicides, weedicides rodenticide and formulations thereof namely emulsifiable concentrates,
wettable/dusting powders, benzene Hexa Chloride, DDT, Aldrin, Solvents, Dilutants and organic and
inorganic.

2. To provide technical know-how and consultancy and other services for manufacturing, providing and
processing of all the products mentioned in sub clause (1) above.

3. To buy, sell, import, export, manipulate and/ or otherwise deal in agricultural produce, agricultural
commodities such as cereals, pulses, millets, fibres, spices, fruits, vegetables or other allied products.

4. To cultivate, grow, produce, harvest, raise, trade or deal in agriculture produce (such as cereals, pulses,
millets, fibres, vegetables, fruits etc) as agriculturists, farmers or gardeners and to set up processing unit for
import, export, distribute or deal in agriculture produce of all description, like fruits, vegetable, seeds and
herbal products and trade in all the products required for cultivation, harvesting, production and
developments of seeds, vegetable, fruits and herbal items.

5. To buy, import, export, sell and generally deal in all plant and machinery, implements, accessories, tools,
goods or things and all types of modern agricultural implements, veterinary, live stock and also to carry on
the business of agricultural farming and allied activities.

6. To provide technical know – how and consultancy and other services for manufacturing, trading, providing
and processing of all the products or equipments mentioned in sub clause (3), (4) & (5) above.

Amendments to our Memorandum of Association in the last 10 years

Except as stated below, there have been no amendments to our Memorandum of Association in the 10 years
preceding the date of this Draft Red Herring Prospectus:

260
 Date of Shareholders’ Particulars
resolution/ Effective date
April 2, 2015 Clause I of our Memorandum of Association was amended to reflect the change in the name
of our Company from “Jai Shree Rasayan Udyog Limited” to “Indogulf Cropsciences
Limited”.
Clause III B of our Memorandum of Association was amended to reflect the change in the
heading of the clause from “OBJECTS INCIDENTAL OR ANCILLARY TO THE
ATTAINMENT OF THE MAIN OBJECTS” to “Matters which are necessary for the
furtherance of the objects specified in clause III(a) are:-”; Clause III(b) of our Memorandum
of Association was amended to be replaced with clauses so as to comply with the Companies
Act; and the heading of Clause III C, “C. OTHER OBJECTS” was deleted from our
Memorandum of Association. Further, the clauses in Clause III(b) were renumbered pursuant
to the amendment and necessary corrections in terms of spelling, grammatical and
typographical errors, as required, were made.
April 2, 2015 Clause IV (Liability) was altered to make the clause in conformity with the Companies Act,
2013.
July 17, 2018 Pursuant to amalgamation order passed by the Hon’ble National Company Law Tribunal
(NCLT) dated July 17, 2018, Clause V of our Memorandum of Association was amended to
reflect the increase in the authorised share capital of our Company from ₹ 17,500,000 to ₹
53,500,000, divided into 5,200,000 Equity Shares of ₹ 10 each and 150,000 Preference Shares
of ₹ 10 each.
August 1, 2020 Clause V of our Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 53,500,000 consisting of 5,200,000 Equity
Shares of face value of ₹ 10 each and 150,000 Preference Shares of face value of ₹ 10 each
to ₹ 253,500,000 consisting of 25,200,000 Equity Shares of face value of ₹ 10 each and
150,000 Preference Shares of face value of ₹ 10 each.
February 22, 2021 Clause III-A of our Memorandum of Association was amended to insert the following
objects:

3. To buy, sell, import, export, manipulate and/ or otherwise deal in agricultural produce,
agricultural commodities such as cereals, pulses, millets, fibres, spices, fruits, vegetables or
other allied products.

4. To cultivate, grow, produce, harvest, raise, trade or deal in agriculture produce (such as
cereals, pulses, millets, fibres, vegetables, fruits etc) as agriculturists, farmers or gardeners
and to set up processing unit for import, export, distribute or deal in agriculture produce of
all description, like fruits, vegetable, seeds and herbal products and trade in all the products
required for cultivation, harvesting, production and developments of seeds, vegetable, fruits
and herbal items.

5. To buy, import, export, sell and generally deal in all plant and machinery, implements,
accessories, tools, goods or things and all types of modern agricultural implements,
veterinary, live stock and also to carry on the business of agricultural farming and allied
activities.

6. To provide technical know – how and consultancy and other services for manufacturing,
trading, providing and processing of all the products or equipments mentioned in sub clause
(3), (4) & (5) above.
April 16, 2024 Clause V of our Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from ₹ 253,500,000, consisting of 25,200,000
Equity Shares of ₹ 10 each and 150,000 Preference Shares of ₹ 10 each to ₹ 701,500,000
consisting of 70,000,000 Equity Shares of ₹ 10 each and 150,000 Preference Shares of ₹ 10
each.

261
Major events and milestones of our Company

The table below sets forth some of the key events and milestones in the history of our Company:

Calendar Year Milestone

1996 Established a pesticides unit at Nathupur, Haryana.
2006 Obtained license to manufacture insecticides for our facility at Samba, Jammu and Kashmir.
2012 Obtained license to manufacture insecticides for our Nathupur-I facility at Sonipat, Haryana.
2019 Incorporated Indogulf Cropsciences Australia Pty Ltd., the subsidiary situated in Australia.
2021 Received a certificate of recognition as a ‘Two Star Export House’ issued by the Ministry of Commerce
and Industry, Government of India

Awards, accreditations, and recognition

The table below sets forth some of the key awards, accreditations and recognition received by our Company:

Calendar Awards, accreditations, and recognition

Year
2016 Received a certificate of recognition as a ‘One Star Export House’ from the Ministry of Commerce and
Industry, Government of India
2016 Received first prize for manufacturing outstanding quality products from the Ministry of Micro, Small &
Medium Enterprises, Government of India
2017 Received ISO accreditation for ‘general requirements for the competence of testing and calibration
laboratories’ for its facilities at Sonepat, Haryana in the field of testing
2018 Received ‘Shaurya Sammaan’, an initiative by India News, Haryana
2019 Received ‘2018 Overseas Market Expansion Award’ at CAC 2019
2020 Received the ‘Company of the Year’ award issued by Industry Outlook
2021 Received a certificate of recognition as a ‘Two Star Export House’ issued by the Ministry of Commerce
and Industry, Government of India
2021 Received ISO accreditation for ‘Environmental Management System’
2020 Our Indogulf group received the ‘Company of the Year’ award for agrochemicals products recognized
by Industry Outlook
2022 Certified as an Authorized Economic Operator (Importer and Exporter) by the Ministry of Finance,
Government of India
2022 Received ISO accreditation for ‘general requirements for the competence of testing and calibration
laboratories’ for its facilities at Sonepat, Haryana in the field of testing
2023 Received ISO accreditation for ‘Quality Management System’
2024 Received a statement of compliance from Ecocert India Private Limited acknowledging our products
mentioned therein to be in compliance for use in organic production

Significant financial and strategic partnerships

Our Company does not have any significant financial or strategic partnerships as on the date of this Draft Red
Herring Prospectus.

Time/ cost overrun in setting up projects

There has been no time or cost overrun in respect of our business operations.

Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks

There has been no instance of rescheduling/ restructuring of borrowings with financial institutions/ banks in
respect of our borrowings from lenders.

Launch of key products or services, entry into new geographies or exit from existing markets, capacity/
facility creation, location of projects

For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” and “– Major Events and Milestones of our Company” on pages 220 and 262,
respectively.

262
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years

Except as disclosed below, our Company has not made any material acquisitions or divestments of business/
undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years:

Scheme of Amalgamation of Green Agriasia Private Limited (“Petitioner 1”), Indogulf Organics Private
Limited (“Petitioner 2”) and Barathi Trade Links Private Limited (“Petitioner 3”, and together with Petitioner
1 and Petitioner 2, the “Transferor Companies”, and individually, “Transferor Company”) with our Company
and their respective creditors and shareholders dated July 17, 2018 (the “Scheme”)

In terms of the Scheme (under Section 230 and 232 of the Companies Act, 2013), the undertakings of the
Transferor Companies were amalgamated into our Company. The rationale of the Scheme was, inter alia, as
follows:

i. For greater efficiency in resource management, cost savings resulting from rationalization, standardization
and simplification of business processes.

ii. Improved organizational capability arising from pooling of financial, managerial and technical resources.

iii. Re-aligning the business operations as part of overall business reorganization plan.

iv. Avoiding unnecessary duplication of costs of administration, distribution, selling and marketing costs.

v. Maximizing the overall shareholders value by strengthening its core competencies.

The Scheme, inter alia, provides for the following:

i. The dissolution of the Transferor Companies without being wound up along with all undertaking, business
and immovable and movable properties held by the Transferor Companies were transferred to and vested in
our Company pursuant to Section 230 to Section 232 of the Companies Act.

ii. All liabilities, duties and obligations of the Transferor Companies stood transferred or were deemed to be
transferred to our Company pursuant to the provisions of Section 230 to Section 232 and other applicable
provisions of the Companies Act.

iii. All legal proceedings pending by or against the Transferor Companies on the effective date, as defined in the
Scheme, may be continued, prosecuted and enforced by or against our Company in the same manner as it
would or might have been continued, prosecuted and enforced by or against such Transferor Company.

iv. Allotment of Equity Shares of face value ₹10 each by our Company to the equity shareholders of the
Transferor Companies as stipulated under the Scheme.

The National Company Law Tribunal, New Delhi approved the Scheme vide its order dated July 17, 2018 and the
Scheme came into effect from October 29, 2018. Additionally, pursuant to the Scheme, our Company has issued
and allotted Equity Shares of face value ₹ 10 each in the following ratios:

i. 1 Equity Share of face value ₹ 10 for every 59 equity shares of face value ₹ 10 each held by the shareholders
of Petitioner 1;

ii. 10 Equity Shares of face value ₹ 10 each for every 65 equity shares of face value ₹ 10 each held by the
shareholders of Petitioner 2; and

iii. 1 Equity Share of face value ₹ 10 for every 53 equity shares of face value ₹ 10 each held by the shareholders
of Petitioner 3.

Guarantees provided to third parties by our Promoters offering their Equity Shares in the Offer for Sale

As on the date of this Draft Red Herring Prospectus, there have been no guarantees issued by our Promoters
offering their Equity Shares in the Offer for Sale to third parties.

263
Inter-se agreements between Shareholders

As on the date of this Draft Red Herring Prospectus, our Company, Promoters and Shareholders do not have any
inter-se agreements/ arrangements and clauses/ covenants which are material in nature and that there are no other
clauses/ covenants which are adverse/ pre-judicial to the interests of the minority/ public shareholders. Also, there
are no other agreements, deed of assignments, acquisition agreements, shareholders’ agreement, inter-se
agreements or agreements of like nature.

Agreements with Key Managerial Personnel or Senior Managerial Personnel or Directors or Promoters or
any other employee

As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial
Personnel or Senior Managerial Personnel or Directors or Promoters or any other employee of our Company,
either by themselves or on behalf of any other person, with any shareholder or any other third-party regarding
compensation or profit sharing in connection with dealings in the securities of our Company.

Key terms of other subsisting material agreements

Except as disclosed in “Our Business – Property”, “– Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years” and “– Inter-
se agreements between Shareholders” on pages 249, 263 and 264, our Company has not entered into any other
subsisting material agreement, other than in the ordinary course of business, and there are no other agreements/
arrangements and clauses/ covenants in the agreements entered into between our Company and our Shareholders,
which are material and need to be disclosed or non-disclosure of which may have bearing on the investment
decision, other than the ones which have already disclosed in this Draft Red Herring Prospectus.

There are no agreements entered into by our Company pertaining to the primary and secondary transactions of
securities of our Company, including any financial arrangements thereof. Further, there are no findings or
observations from any of the inspections conducted by SEBI or any other regulatory authority. Additionally, this
Draft Red Herring Prospectus includes all the material covenants of the agreements disclosed hereunder.

Holding company

As on the date of this Draft Red Herring Prospectus, our Company has no holding company.

Our Subsidiaries

As on the date of this Draft Red Herring Prospectus, our Company has two subsidiaries, namely Indogulf
Cropsciences Australia Pty Ltd and Abhiprakash Globus Private Limited. For details with respect to our
Subsidiaries, see “Our Subsidiaries” on page 265.

Details of our Joint Ventures and Associate Companies

As on the date of this Draft Red Herring Prospectus, our Company does not have any joint venture or associate
company.

264
 OUR SUBSIDIARIES

As on the date of this Draft Red Herring Prospectus, our Company has two Subsidiaries, the details of which are
provided below:

1. Indogulf Cropsciences Australia Pty Ltd. (“ICAPL”)

Corporate Information

ICAPL was incorporated on August 5, 2019, as a proprietary (i.e. private) company under the laws of Australia.
Its registration number is ACN 635 320 348 and its registered office is situated at 'Maestri Towers' Suite 100,
Level 4, 515 Kent Street, Sydney NSW 2000.

Nature of Business

ICAPL is primarily engaged in the business of marketing pesticides and other agricultural chemicals.

Capital Structure

The authorised share capital of ICAPL is $120.00 AUD consisting of 120 equity shares of face value of $1.00
AUD each. Its issued and paid-up share capital is $120.00 AUD consisting of 120 equity shares of face value of
$1.00 AUD each.

Shareholding Pattern

The shareholding pattern of ICAPL as on the date of this Draft Red Herring Prospectus is as follows:

S. Name of the shareholder Number of equity shares Percentage of total capital (%)
No. held
1. Indogulf Cropsciences Limited 120 100

Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023 and 2022 of ICAPL are as follows:

(in AUD $, except EPS)

Particulars As of and for the Fiscals ended
March 31, 2024 March 31, 2023 March 31, 2022
Total assets 139,530 139,530 139,530
Sales/ Revenue from Nil Nil Nil
operations
Profit/Loss after tax (10,493) (16,884) (3,496)
Basic earnings per equity (87.44) (140.70) (29.13)
share (in ₹)
Diluted earnings per equity (87.44) (140.70) (29.13)
share
Total borrowings 173,338 162,845 145,861
Net worth (33,808) (23,315) (6431)

2. Abhiprakash Globus Private Limited (“AGPL”)

Corporate Information

AGPL was incorporated as a private limited company on December 8, 2020, under the Companies Act, 2013,
pursuant to an incorporation certificate issued by the Registrar of Companies, Maharashtra at Mumbai.

The CIN of AGPL is U46209DL2020PTC374277 and its registered office is situated at 501, Gopal Heights, Netaji
Subhash Place Pitampura, Delhi, West Delhi – 110034, India.

265
Nature of Business

AGPL is engaged in the business of manufacturing, producing, processing, buying, selling, importing, exporting,
manipulating and or otherwise dealing in fertilizers, insecticides, pesticides, fungicides, weedicides, rodenticide
and formulations thereof, namely, emulsifiable concentrates, wettable/dusting powders, benzene, hexa chloride,
DDT, aldrin, solvent.

Capital Structure

The authorised share capital of AGPL is ₹ 1,500,000 consisting of 150,000 equity shares of face value of ₹ 10
each. Its issued and paid-up share capital is ₹ 200,000 consisting of 20,000 equity shares of face value of ₹ 10
each.

Shareholding Pattern

The shareholding pattern of AGPL as on the date of this Draft Red Herring Prospectus is as follows:

S. No. Name of the shareholder Number of equity shares Percentage of total capital (%)
(of ₹ 10 each) held
1. Indogulf Cropsciences Limited 19,998 99.99
2. Om Prakash Aggarwal* 1 0.005
3. Sanjay Aggarwal* 1 0.005
Total 20,000 100%
* In the capacity of nominees of our Company

Brief financial highlights

The brief financial highlights for the Fiscals 2024, 2023 and 2022 of AGPL are as follows:

(in ₹ million, except EPS)

Particulars As of and for the Fiscals ended
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (excluding (0.49) (0.13) (0.04)
revaluation reserves)
Sales/ Revenue from 0.00 0.00 0.00
operations
Profit/Loss after tax (0.36) (0.10) (0.04)
Basic earnings per equity (17.97) (4.84) (1.89)
share
Diluted earnings per equity (17.97) (4.84) (1.89)
share
Total borrowings 0.20 0.00 0.00
Net worth (0.29) 0.07 0.16

Accumulated profits or losses

As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of any of our
Subsidiaries that have not been accounted for by our Company.

Interest in our Company

Our Subsidiaries do not have any interest in our Company’s business, other than as stated in “Our Business”,
“History and Certain Corporate Matters”, “Financial Information” and “Restated Consolidated Financial
Information – Note 45 – Related Party Transactions”, on pages 220, 260, 295, and 350, respectively.

Common pursuits

Our Subsidiaries are in the same line of business as that of our Company and accordingly, there are certain
common pursuits between our Subsidiaries and our Company. However, as the result of such common pursuits,
there is no conflict of interest between our Subsidiaries and our Company, as their business is synergistic with the
business of our Company. Our Company will adopt necessary procedures and practices as permitted by law and
regulatory guidelines to address any conflict situations as and when they arise.

266
Listing of our Subsidiaries

As on date of this Draft Red Herring Prospectus, none of our Subsidiaries have their securities listed on any stock
exchange in India or abroad. Further, none of our Subsidiaries have been refused listing of their securities by any
stock exchange in India or abroad.

Other confirmations

There is no conflict of interest between the suppliers of raw materials or third-party service providers (which are
crucial for operations of our Company) with the Subsidiaries or their respective directors / partners.

There is no conflict of interest between the lessors of the immovable properties of our Company and/or our
Subsidiaries (which are crucial for operations of our Company) with the Subsidiaries or their respective directors/
partners.

267
 OUR MANAGEMENT

Board of Directors

In accordance with the Companies Act, 2013 and the Articles of Association of our Company, our Board is
required to have not less than three Directors and not more than 15 Directors. As on the date of filing this Draft
Red Herring Prospectus, our Board comprises eight Directors, including two Executive Directors (including our
Chairman and Managing Director), two Non-Executive Non-Independent Directors, and four Independent
Directors. One Independent Director on our Board is a woman. Our Company is in compliance with the corporate
governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the
composition of our Board and constitution of committees thereof.

The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:

S. Name, designation, date of birth, address, occupation, current Age Other directorships
No. term, period of directorship and DIN (years)
1. Om Prakash Aggarwal 74 Indian companies

Designation: Chairman and Whole time Director • Abhiprakash Globus

Private Limited
Date of birth: February 26, 1950
Foreign companies
Address: 20A, Road No-78, Punjabi Bagh, West Delhi, Delhi –
110026, India NIL

Occupation: Business

Current term: For a period of five years with effect from April 1,
2021.

Period of directorship: Director since January 22, 1993

DIN: 00732440
2. Sanjay Aggarwal 50 Indian companies:

Designation: Managing Director • Max Indo Private

Limited
Date of birth: February 11, 1974 • Abhiprakash Globus
Private Limited
Address: 20 A, Ground Floor, Road No 78, Punjabi Bagh West, • Indo Organics Private
Punjabi Bagh, West Delhi, Delhi – 110026, India Limited

Occupation: Business Foreign companies

Current term: For a period of five years with effect from April 1, NIL
2021

Period of directorship: Director since January 22, 1993

DIN: 00763635
3. Anshu Aggarwal 50 Indian companies:

Designation: Non-Executive Non-Independent Director NIL

Date of birth: February 17, 1974 Foreign companies

Address: 20A, Road No-78, Punjabi Bagh West, Punjabi Bagh, NIL
West Delhi, Delhi – 110026, India

Occupation: Business

268
S. Name, designation, date of birth, address, occupation, current Age Other directorships
No. term, period of directorship and DIN (years)

Current term: With effect from July 7, 2018

Period of directorship: Director since July 7, 2018

DIN: 00732690
4. Pushap Kumar 50 Indian companies:

Designation: Non-Executive Non-Independent Director NIL

Date of birth: January 22, 1974 Foreign companies

Address: Vill. Kandor, Kangra, Himachal Pradesh – 176022, India NIL

Occupation: Service

Current term: With effect from June 29, 2017

Period of directorship: Director since June 29, 2017

DIN: 07864033
5. Rahul Gupta 34 Indian companies:

Designation: Independent Director NIL

Date of birth: February 12, 1990 Foreign companies

Address: H. No. 158, Ashok Vihar, Phase 1, Delhi – 110052, India NIL

Occupation: Business

Current term: Appointed under casual vacancy up to December 29,

2025

Period of directorship: Director since July 31, 2021

DIN: 09192630
6. Sandeep Bhutani 50 Indian companies:

Designation: Independent Director NIL

Date of birth: December 21, 1973 Foreign companies

Address: Flat No. 732, Nav Sansad Vihar CGHS, Plot No. 4, NIL
Sector-22, Dwarka, South West Delhi, Delhi – 110077, India

Occupation: Business

Current term: Appointed under casual vacancy until December 29,

2025

Period of directorship: Director since January 11, 2022

DIN: 09463909
7. Uma Verma 55 Indian companies:

Designation: Independent Director • Unicorn Denmart

Date of birth: February 9, 1976 Limited

269
 S. Name, designation, date of birth, address, occupation, current Age Other directorships
No. term, period of directorship and DIN (years)
• Kaushalya Logistics
Address: House no. C-621, Chaudhary Aara Machine, Dabua Limited
Colony, NIT Faridabad, Haryana – 121001
Foreign companies
Occupation: Professional
NIL
Current term: For a period of five years with effect from
September 3, 2024

Period of directorship: Director since September 3, 2024

DIN: 10197376
8. Pankaj Vats 56 Indian companies:

Designation: Independent Director JMD Global Forwarders Inc

Private Limited
Date of birth: August 13, 1968
Foreign companies
Address: D-117 Bathla Apartment, 43 I. P. Extension, Patparganj,
East Delhi, Delhi – 110092. NIL

Occupation: Business

Current term: For a period of 5 years with effect from September

19, 2024

Period of directorship: Director since September 19, 2024

DIN: 00842858

Brief profiles of our Directors

Om Prakash Aggarwal, aged 74 years, is the Chairman and Whole time Director (Executive) and one of the
Promoters of our Company. He holds a bachelor’s degree in commerce from University of Delhi, Delhi. He has
over 27 years of experience in the agrochemical industry. He has been associated with our Company since 1993.

Sanjay Aggarwal, aged 50 years, is Managing Director and one of the Promoters of our Company. He holds a
bachelor’s degree in commerce from the University of Delhi and a master’s degree in business administration
(marketing and finance) from IIBM Institute of Business Management, Maharashtra. He has also qualified the
intermediate examination held by the Institute of Cost and Work Accountants of India. He has over 30 years of
experience in the agrochemical industry. He has been associated with the Company in the capacity of Managing
Director since 1997.

Anshu Aggarwal, aged 50 years, is a Non-Executive Non-Independent Director and one of the Promoters of our
Company. She holds a bachelor’s degree in arts from the University of Delhi and a diploma in interior design
from South Delhi Polytechnic for Women, Vocation Education Society, New Delhi. She has over 6 years of
experience in the agrochemical industry. She has been associated with the Company in the capacity of Non-
Executive Director since 2018.

Pushap Kumar, aged 50 years, is a Non-Executive Non-Independent Director of our Company. He has been
associated with our Company since June 1, 2003. He holds a bachelor’s degree in science from the Chaudhary
Charan Singh University, Meerut. He is also the head of marketing operation and marketing strategies of our
Company. He has over 21 years of experience in the agrochemical industry.

Rahul Gupta, aged 34 years, is a Non-Executive Independent Director of our Company. He holds a bachelor’s
degree in technology (computer science and engineering) from the Maharshi Dayanand University, Rohtak. He
has over 10 years of experience in business administration. He is currently a partner at Everest Sanitation India.

270
Sandeep Bhutani, aged 50 years, is a Non-Executive Independent Director of our Company. He holds a
bachelor’s degree in commerce from the University of Delhi. He has over 20 years of experience in business
administration. He is currently a partner at Colour Mate Digital.

Uma Verma, aged 48 years, is a Non-Executive Independent Director of our Company. She has qualified the
final year examination of bachelor’s degree in commerce pursued from University of Delhi, Delhi and bachelor’s
in law pursued from Dr. Bhimrao Ambedkar University, Agra. She is an Associate Member of Institute of
Company Secretaries of India, Registered Independent Director in IICA. Prior to joining our Company, she was
associated with Fibrex Constructions Chemicals.

Pankaj Vats, aged 56 years, is a Non-Executive Independent Director of our Company. He holds a bachelor’s
degree in commerce from University of Delhi, Delhi. He has over 12 years of experience in the field of export
administration. He is currently a director of JMD Global Forwarders Inc Private Limited.

Details of directorship in companies suspended or delisted

None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been
or were suspended from being traded during the five years preceding the date of this Draft Red Herring Prospectus,
during the term of his/her directorship in such company.

None of our Directors is or was a director on the board of directors of any listed company, which has been or was
delisted from any stock exchange, during the term of his/her directorship in such company.

No consideration, either in cash or shares or in any other form, has been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any
of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them
or by the firm, trust or company in which they are interested, in connection with the promotion or formation of
our Company.

Further, none of our Directors have been identified as a Wilful Defaulters or Fraudulent Borrowers as defined
under the SEBI ICDR Regulations.

Except as stated in “Restated Consolidated Financial Information – Note 45 – Related Party Disclosures” on page
350, none of our Directors have any conflict of interest with the suppliers of raw materials, third party service
providers or lessors of immovable properties, crucial to our business and operations of our Company.

Relationship between our Directors

Except as stated below, none of our Directors are related to each other (as defined in the Companies Act, 2013):

Name of Director / Key Managerial Name of the related Director / Key Managerial Relationship
Personnel / Senior Management Personnel / Senior Management
Om Prakash Aggarwal Sanjay Aggarwal Father
Sanjay Aggarwal Om Prakash Aggarwal Son
Sanjay Aggarwal Anshu Aggarwal Husband
Anshu Aggarwal Sanjay Aggarwal Wife

Arrangement or understanding with major Shareholders, customers, suppliers or others

None of our Directors have been appointed on our Board pursuant to any arrangement or understanding with our
major shareholders, customers, suppliers or others. For further details, see “History and Certain Corporate
Matters – Inter-se agreements between Shareholders” on page 264.

Service contracts with Directors

Our Company has not entered into any service contracts with any of our Directors which provide for benefits upon
the termination of their employment.

Borrowing Powers

In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant

271
to a special resolution passed by our Shareholders in their extra-ordinary general meeting held on April 28, 2023,
our Board is authorised to borrow any sums of money from time to time, from Directors, Shareholders, firms,
bodies corporate, banks or financial institutions or any other person, whether by way of cash credit, advances or
deposits, debentures, loans or bill discounting or otherwise, whether unsecured or secured by mortgage, charge,
hypothecation or lien or pledge of the Company’s assets and properties, whether movable or stock in trade
(including raw materials, stores, spare parts and components in stock or in transit) and work-in-progress, or all or
any of the undertakings of the Company, notwithstanding that the moneys to be borrowed together with the
moneys already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers
in the ordinary course of business) may exceed the aggregate of the paid up share capital, free reserves and
securities premium of our Company, provided that the total amount outstanding so borrowed at any point of time
shall not exceed ₹ 10,000 million.

Terms of appointment of our Directors

Executive Directors

Om Prakash Aggarwal

Om Prakash Aggarwal was appointed as the Chairman and Whole time Director of our Company pursuant to the
resolution passed by our Board in its meeting held on March 19, 2021 and the special resolution passed by our
Shareholders in their extraordinary general meeting held on March 31, 2021, for a period of five years with effect
from April 1, 2021.

The Nomination and Remuneration Committee and our Board pursuant to the resolutions dated April 4, 2023 and
our Shareholders at their meeting held on April 28, 2023, have approved the overall remuneration payable to Om
Prakash Aggarwal, our Chairman and Executive Director, as set out below:

Basic salary Up to ₹ 2.50 million per month.

Provident fund Company’s contribution to provident fund to the extent it is not taxable under the
Income Tax Act, 1961.
Other benefits Any other allowances, benefits, and perquisites as per the policy of the Company.

Sanjay Aggarwal

Sanjay Aggarwal was appointed as the Managing Director of our Company, pursuant to a resolution passed by
our Board in its meeting held on March 19, 2021 and a special resolution passed by our Shareholders in their
extraordinary general meeting held on March 31, 2021, for a period of five years with effect from April 1, 2021.

The Nomination and Remuneration Committee and our Board pursuant to their resolutions dated April 4, 2023,
and our Shareholders at their meeting held on April 28, 2023, have approved the overall remuneration payable to
Sanjay Aggarwal, our Managing Director, as set out below:

Basic salary Up to ₹ 2.50 million per month.

Provident fund Company’s contribution to provident fund to the extent it is not taxable under the
Income Tax Act, 1961.
Other benefits Any other allowances, benefits, and perquisites as per the policy of the Company.

Non-Executive Directors and Independent Directors

None of our Non-Executive Non-Independent Directors are entitled to any sitting fees for attending a meeting of
our Board.

Pursuant to the resolution of our Board dated April 15, 2024, Independent Directors are entitled to receive sitting
fees of ₹ 0.01 million for attending each meeting of our Board.

Except as disclosed under “– Terms of appointment of our Directors – Executive Directors” on page 272, our
Company has not entered into any contract appointing or fixing the remuneration of a Director, Executive or
Whole-time Director, or manager in the two years preceding the date of this Draft Red Herring Prospectus.

272
Payments or benefits to our Directors

In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any
of our Directors, other than the remuneration and sitting fees paid to them for such period as disclosed below and
in “– Terms of appointment of our Directors” on page 272.

a) Executive Directors

The table below sets forth the details of the remuneration (including salaries and perquisites) paid to our
Executive Directors for Fiscal 2024:

S. No. Name of the Executive Director Remuneration for Fiscal

2024 (in ₹ million)
1. Om Prakash Aggarwal 19.20
2. Sanjay Aggarwal 19.20

b) Non-Executive Directors

The table below sets forth the details of the remuneration (including sitting fees and commission) paid
to our Non-Executive Directors for the Fiscal 2024:

S. No. Name of the Director Remuneration for Fiscal

2024 (in ₹ million)
1. Anshu Aggarwal 0.00
2. Pushap Kumar* 0.00*
3. Rahul Gupta 0.01
4. Sandeep Bhutani 0.01
5. Uma Verma N.A.
6. Pankaj Vats N.A.
*
Pushap Kumar is separately entitled to remuneration in his capacity as an employee of the Company.

Contingent and deferred compensation payable to the Directors

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to
the Directors, which does not form part of their remuneration.

Remuneration paid or payable to our Directors by our Subsidiaries

None of our Directors were paid any remuneration, including any contingent or deferred compensation accrued
for the year and payable at a later date, by our Subsidiaries in Fiscal 2024.

Bonus or profit-sharing plan for our Directors

Our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have
participated.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares.

Except as disclosed below, none of our Directors hold any Equity Shares of our Company as on the date of this
Draft Red Herring Prospectus:

Name No. of Equity Shares Percentage of the pre-Offer Percentage of the post-Offer
paid up share capital (%) paid up share capital (%)*
Om Prakash Aggarwal 10,542,348 21.61 [●]
Sanjay Aggarwal 12,797,620 26.23 [●]
Anshu Aggarwal 8,467,488 17.36 [●]
Pushap Kumar 1,000 0.00 [●]

273
Interest of Directors

Our Executive Directors may be deemed to be interested to the extent of the remuneration and reimbursement of
expenses payable to them or their relatives on our Board or in the ordinary course of their employment with us, if
any, and as disclosed in “Related Party Transactions” on page 366. Our Non-Executive Directors, including the
Independent Directors, may be deemed to be interested to the extent of sitting fees and commission, if any, payable
to them for attending meetings of our Board and/or Committees thereof, the reimbursement of expenses payable
to them as approved by our Board, and as disclosed in “Related Party Transactions” on page 366.

Our Directors may also be regarded as interested to the extent of the Equity Shares held by them and their relatives,
if any, or held by the entities in which they are associated as partners, promoters, directors, proprietors, members,
trustees or beneficiaries, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which
they are interested as promoters, directors, partners, proprietors, members, trustees or beneficiaries, pursuant to
the Offer, and any dividend and other distributions payable in respect of such Equity Shares. For details regarding
the shareholding of our Directors, see “– Shareholding of Directors in our Company” on page 273.

Our Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be
entered into by our Company with any company which is promoted by them or in which they hold directorships
or any partnership firm in which they are partners in the ordinary course of business.

Except Om Prakash Aggarwal, Sanjay Aggarwal and Anshu Aggarwal, who are also the Promoters of our
Company, none of our other Directors have any interest in the promotion or formation of our Company. For details
regarding the promotion of our Directors, see “Our Promoters and Promoter Group – Interests of our Promoters
and common pursuits” on page 288.

Our Directors may be deemed to be interested to the extent of employee stock options that may be granted to them
under the employee stock option schemes that may be formulated by our Company from time to time, or Equity
Shares that may be allotted pursuant to the exercise of options granted to them under such schemes. For details
regarding the employee stock option plan of our Company, see “Capital Structure – Details of Equity Shares
granted under employee stock option scheme” on page 106.

There is no material existing or anticipated transaction whereby Directors will receive any portion of the proceeds
from the Offer.

None of our Directors have any interest in any property acquired or proposed to be acquired of or by our Company
or in any transaction by our Company with respect to the acquisition of land, construction of building or supply
of machinery during the three years preceding the date of this Draft Red Herring Prospectus.

Except in the ordinary course of business and as disclosed in “Related Party Transactions” on page 366, our
Directors do not have any other interest in the business of our Company.

None of our Directors have availed loans from our Company.

Other confirmations

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any
of our Directors to become or to help any of them qualify as a Director, or otherwise for services rendered by
them or by the firm, trust or company in which they are interested, in connection with the promotion or formation
of our Company.

Changes to our Board in the last three years

Except as mentioned below, there have been no change in our Directors in the last three years:

Name Designation (at the time of Date of appointment/ Reason

appointment/ change in change in designation/
designation/ cessation) cessation
Pankaj Vats Non-Executive Independent September 19, 2024 Appointment as Non-Executive
Director Independent Director
Uma Verma Non-Executive Independent September 3, 2024 Appointment as Non-Executive

274
 Name Designation (at the time of Date of appointment/ Reason
appointment/ change in change in designation/
designation/ cessation) cessation
Director Independent Director
Sunil Datt Non-Executive Independent Resignation-
August Cessation as no longer meet the
Director 14, 2024 criteria of independence as per
Section 149 (6) of Companies Act,
2013
Sunil Datt Non-Executive Independent Appointment- May 20, Appointment as Non-Executive
Director 2024 Independent Director
Bhupender Kaushik Executive Non-Independent Cessation- March 31, Cessation as Executive Non-
Director 2024 Independent Director due to
personal commitments.
Sandeep Bhutani Non-Executive Independent Appointment- January Appointment as Non-Executive
Director 11, 2022 Independent Director to fill casual
vacancy
Note: This table does not include details of regularisations of additional Directors.

Corporate Governance

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable requirements in respect of
corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including
those pertaining to the constitution of the Board and committees thereof.

Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI
Listing Regulations and the Companies Act, 2013.

As on the date of filing this Draft Red Herring Prospectus, we have eight Directors on our Board, of whom four
are Independent Directors.

Committees of our Board

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board committees:

(a) Audit Committee;

(b) Nomination, Remuneration and Compensation Committee;

(c) Stakeholders’ Relationship Committee;

(d) Corporate Social Responsibility Committee; and

(e) Risk Management Committee.

For purposes of the Offer, our Board has also constituted an IPO Committee.

(a) Audit Committee

The Audit Committee was constituted on November 20, 2014, and was last re-constituted by our Board
through its resolution dated September 20, 2024. The current constitution of the Audit Committee is as
follows:

Name of Director Position in the Committee Designation

Sandeep Bhutani Chairperson Independent Director
Rahul Gupta Member Independent Director
Om Prakash Aggarwal Member Whole Time Director

The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI Listing Regulations. The terms of reference of the Audit Committee
are as follows:

275
(a) The Audit Committee shall have powers, which should include the following:

(i) To investigate any activity within its terms of reference;

(ii) To seek information from any employee of the Company;

(iii) To obtain outside legal or other professional advice;

(iv) To secure attendance of outsiders with relevant expertise if it considers necessary; and

(v) Such powers as may be prescribed under the Companies Act and SEBI Listing
Regulations.

(b) The role of the Audit Committee shall include the following:

(i) Oversight of the Company’s financial reporting process, examination of the financial
statements and the auditors’ report thereon and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;

(ii) Recommendation to the board of directors for appointment, re-appointment and

replacement, removal, remuneration and terms of appointment of auditors, including
the internal auditor, cost auditor and statutory auditor, or any other external auditor, of
the Company and the fixation of audit fees and approval for payment for any other
services;

(iii) Approval of payments to statutory auditors for any other services rendered by the
statutory auditors of the Company;

(iv) Reviewing, with the management, the annual financial statements and auditor’s report
thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to

be included in the Board’s report in terms of clause I of sub-section 3 of
section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of

judgment by the management of the Company;

(d) Significant adjustments made in the financial statements arising out of audit
findings;

(e) Compliance with listing and other legal requirements relating to financial
statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications / modified opinion(s) in the draft audit report.

(v) Reviewing, with the management, the quarterly, half yearly and annual financial
statements before submission to the board for approval;

(vi) Reviewing, with the management, the statement of uses/application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilised for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue or preferential issue
or qualified institutions placement, and making appropriate recommendations to the
Board to take up steps in this matter;

(vii) Reviewing and monitoring the auditor’s independence and performance, and
effectiveness of audit process;

276
(viii) Formulating a policy on related party transactions, which shall include materiality of
related party transactions;

(ix) Approval or any subsequent modification of transactions of the Company with related
parties and omnibus approval for related party transactions proposed to be entered into
by the Company subject to such conditions as may be prescribed;

(x) Review, at least on a quarterly basis, the details of related party transactions entered
into by the Company pursuant to each of the omnibus approvals given;

(xi) Scrutiny of inter-corporate loans and investments;

(xii) Valuation of undertakings or assets of the company, wherever it is necessary;

(xiii) Evaluation of internal financial controls and risk management systems;

(xiv) Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

(xv) Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;

(xvi) Discussion with internal auditors of any significant findings and follow up there on;

(xvii) Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;

(xviii) Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

(xix) Looking into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;

(xx) Reviewing the functioning of the whistle blower mechanism;

(xxi) Approval of the appointment of the Chief Financial Officer of the Company (“CFO”)
(i.e., the whole-time finance director or any other person heading the finance function
or discharging that function and who will be designated as the CFO of the Company)
after assessing the qualifications, experience and background, etc., of the candidate;

(xxii) Carrying out any other functions as provided under or required to be performed by the
audit committee under the provisions of the Companies Act, the SEBI Listing
Regulations and other applicable laws;

(xxiii) To formulate, review and make recommendations to the Board to amend the Audit
Committee charter from time to time;

(xxiv) Establishing a vigil mechanism for directors and employees to report their genuine
concerns or grievances;

(xxv) Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee;

(xxvi) Reviewing the utilization of loans and/or advances from/ investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans/ advances/ investments
existing as per the SEBI Listing Regulations;

(xxvii) Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders; and

277
 (xxviii) Such roles as may be prescribed under the Companies Act and SEBI Listing
Regulations.

(c) The Audit Committee shall mandatorily review the following information:

(i) Management discussion and analysis of financial condition and results of operations;

(ii) Management letters/letters of internal control weaknesses issued by the statutory

auditors of the Company;

(iii) Internal audit reports relating to internal control weaknesses;

(iv) The appointment, removal and terms of remuneration of the chief internal auditor shall
be subject to review by the Audit Committee;

(v) Statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if

applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the
SEBI Listing Regulations; and

ii. annual statement of funds utilised for purposes other than those stated in the
issue document/prospectus/notice in terms of Regulation 32(7) of the SEBI
Listing Regulations; and

(vi) Review the financial statements, in particular, the investments made by any unlisted
subsidiary.

The Company Secretary of our Company shall serve as the secretary of the Audit Committee.

The Audit Committee is required to meet at least four times in a year under Regulation 18(2)(a) of the
SEBI Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or
one third of the members of the audit committee, whichever is greater, with at least two independent
directors.

(b) Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation committee was constituted on November 20, 2014
and last re-constituted by our Board through its resolution dated September 20, 2024. The current
constitution of the Nomination, Remuneration and Compensation committee is as follows:

Name of Director Position in the Committee Designation

Rahul Gupta Chairperson Independent Director
Anshu Aggarwal Member Director
Uma Verma Member Independent Director

The scope and function of the Nomination, Remuneration and Compensation Committee is in accordance
with Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations.
The terms of reference of the Nomination, Remuneration and Compensation Committee are as follows:

(a) Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board a policy, relating to the remuneration of the directors,
key managerial personnel and other employees;

The Nomination and Remuneration Committee, while formulating the above policy, should
ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract, retain
and motivate directors of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate

performance benchmarks; and

278
 (iii) remuneration to directors, key managerial personnel and senior management involves
a balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the Company and its goals.

(b) For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and on
the basis of such evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Nomination and Remuneration Committee may:

(i) use the services of any external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity;
and

(iii) consider the time commitments of the candidates.

(c) Formulation of criteria for evaluation of performance of independent directors and the Board;

(d) Devising a policy on Board diversity;

(e) Identifying persons who are qualified to become directors of the Company and who may be
appointed in senior management in accordance with the criteria laid down and recommend to
the Board their appointment and removal. The Company shall disclose the remuneration policy
and the evaluation criteria in its annual report;

(f) Analysing, monitoring and reviewing various human resource and compensation matters;

(g) Determining the Company’s policy on specific remuneration packages for executive directors
including pension rights and any compensation payment, and determining remuneration
packages of such directors;

(h) Recommending to the Board the remuneration, in whatever form, payable to the senior
management personnel and other staff (as deemed necessary);

(i) Reviewing and approving compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws;

(j) Determining whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;

(k) Perform such functions as are required to be performed by the compensation committee under
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended;

(l) Construing and interpreting the employee stock option scheme/plan approved by the Board and
shareholders of the Company in accordance with the terms of such scheme/plan (“ESOP
Scheme”) and any agreements defining the rights and obligations of the Company and eligible
employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and
regulations relating to the administration of the ESOP Scheme;

(m) Framing suitable policies, procedures and systems to ensure that there is no violation of
securities laws, as amended from time to time, including:

a. the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015, as amended; and

b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices Relating to Securities Market) Regulations, 2003, as amended, by the
Company and its employees, as applicable;

279
 (n) Performing such other activities as may be delegated by the Board of Directors and/or are
statutorily prescribed under any law to be attended to by the Nomination and Remuneration
Committee.

(o) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing
Regulations.

The Nomination, Remuneration and Compensation Committee is required to meet at least once in a year
under Regulation 19(3A) of the SEBI Listing Regulations.

The quorum for a meeting of the Nomination, Remuneration and Compensation shall be two members
or one third of the members of the committee, whichever is greater, including at least one independent
director.

(c) Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted on September 20, 2024. The current
constitution of the Stakeholders’ Relationship Committee is as follows:

Name of Director Position in the Committee Designation

Anshu Aggarwal Chairperson Director
Pankaj Vats Member Independent Director
Om Prakash Aggarwal Member Independent Director

The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178
of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the
Stakeholders’ Relationship Committee are as follows:

(a) Redressal of all security holders’ and investors’ grievances including complaints related to
transfer/transmission of shares, non-receipt of share certificates and review of cases for refusal
of transfer/transmission of shares and debentures, non-receipt of declared dividends, non-receipt
of annual reports, issue of new/duplicate certificates, etc., and assisting with quarterly reporting
of such complaints;

(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of

shares, debentures or any other securities;

(d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares
and re-materialisation of shares, split and issue of duplicate/consolidated share certificates,
compliance with all the requirements related to shares, debentures and other securities from
time to time;

(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company;

(f) Reviewing the adherence to the service standards by the Company with respect to various
services rendered by the registrar and transfer agent of the Company and to recommend
measures for overall improvement in the quality of investor services; and

(g) Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or SEBI Listing Regulations, or by any other
regulatory authority.

The Stakeholders’ Relationship Committee is required to meet at least once in a year under Regulation
20(3A) of the SEBI Listing Regulations.

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted on November 20, 2014 and last re-

280
 constituted by our Board through its resolution dated September 20, 2024. The current constitution of
the Corporate Social Responsibility Committee is as follows:

Name of Director Position in the Committee Designation

Rahul Gupta Chairperson Independent Director
Sandeep Bhutani Member Independent Director
Om Prakash Aggarwal Member Independent Director

The scope and function of the Corporate Social Responsibility Committee is in accordance with Section
135 of the Companies Act, 2013. The terms of reference of the Corporate Social Responsibility
Committee are as follows:

(a) To formulate and recommend to the board, a corporate social responsibility policy which shall
indicate the activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder and make any revisions therein as and when
decided by the Board;

(b) To identify corporate social responsibility policy partners and corporate social responsibility
policy programmes;

(c) To recommend the amount of expenditure to be incurred for the corporate social responsibility
activities and the distribution of the same to various corporate social responsibility programmes
undertaken by the Company;

(d) To formulate the annual action plan of the Company;

(e) To delegate responsibilities to the corporate social responsibility team and supervise proper
execution of all delegated responsibilities;

(f) To review and monitor the implementation of corporate social responsibility programmes and
issuing necessary directions as required for proper implementation and timely completion of
corporate social responsibility programmes; and

(g) To perform such other duties and functions as the Board may require the corporate social
responsibility committee to undertake to promote the corporate social responsibility activities
of the Company and exercise such other powers as may be conferred upon the CSR Committee
in terms of the provisions of Section 135 of the Companies Act, as amended.

(e) Risk Management Committee

The Risk Management Committee was constituted on September 20, 2024. The current constitution of
the Risk Management Committee is as follows:

Name of Director Position in the Committee Designation

Pankaj Vats Chairperson Independent Director
Om Prakash Aggarwal Member Whole Time Director
Sandeep Bhutani Member Independent Director

The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the
SEBI Listing Regulations. The terms of reference of the Risk Management Committee are as follows:

(a) To formulate a detailed risk management policy, which shall include:

i. A framework for identification of internal and external risks specifically faced by the
listed entity, in particular including financial, operational, sectoral, sustainability
(particularly, ESG related risks), information, cyber security risks or any other risk as
may be determined by the Committee;

ii. Measures for risk mitigation including systems and processes for internal control of
identified risks; and

iii. Business continuity plan.

281
 (b) To ensure that appropriate methodology, processes and systems are in place to monitor and
evaluate risks associated with the business of the Company;

(c) To monitor and oversee implementation of the risk management policy, including evaluating
the adequacy of risk management systems;

(d) To periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;

(e) To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;

(f) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be
subject to review by the Risk Management Committee.

The Risk Management Committee is required to meet at least twice in a year under Regulation 21(3A) of the SEBI
Listing Regulations. The quorum for a meeting of the Risk Management Committee shall be two members or one
third of the members of the committee, whichever is higher, including at least one member of the Board in
attendance.

282
Management organization chart

283
Key Managerial Personnel

In addition to Om Prakash Aggarwal, Chairman and Executive Director, and Sanjay Aggarwal, Managing
Director, whose details are set out in “– Brief profiles of our Directors” on page 270, the details of our other Key
Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth below:

Manoj Gupta is the Chief Financial Officer of our Company since January 1, 2021. He has been associated with
our Company since October 10, 2017, and is responsible for inter alia, maintaining internal control systems,
arranging long-term and short-fund funds and maintenance of day-to-day accounts of the Company. He holds a
bachelor's degree in commerce from the Kurukshetra University, Haryana. He is a chartered accountant registered
with the Institute of Chartered Accountants of India. He has over 7 years of experience in the field of corporate
finance and accounts in our Company. Prior to joining our Company, he was associated with Agrimas Chemicals
Limited in the capacity of Deputy General Manager – Finance & Accounts. In Fiscal 2024, the remuneration paid
to him was ₹ 1.82 million.

Sakshi Jain is the Company Secretary of our Company and Compliance Officer of our Company on September
18, 2024. She has been associated with our Company since March 11, 2024, and is responsible for secretarial and
compliance-related matters of our Company. She has qualified the final year examination of bachelor’s in
commerce pursued from School of Open Learning, Delhi University and is currently pursuing bachelor’s in law
from the Mahatma Jyotiba Phule Rohilkhand University, Uttar Pradesh. She is an associate member of the Institute
of Company Secretaries of India. Prior to joining our Company, she was associated with Jawa Capital Services
Private Limited in the capacity of company secretary. She has over two years of experience in corporate
governance. In Fiscal 2024, the remuneration paid to her was ₹ 0.09 million.

Senior Management

In addition to Manoj Gupta, Chief Financial Officer and Sakshi Jain, Company Secretary and Compliance Officer,
whose details are set out in “– Key Managerial Personnel” on page 284, the details of our other Senior
Management as on the date of this Draft Red Herring Prospectus are as set forth below:

Anand Singh Negi is the vice president – marketing (west & central zone) of our Company. He has been
associated with our Company since April 1, 2002, and is responsible for marketing, product development and
sales strategizing of our Company and its products in the west and central zone of India. He holds a bachelor's
degree in commerce from the University of Delhi and postgraduate diploma in business administration from the
Symbiosis Centre for Distance Learning, Pune. He has over 22 years of experience in the agrochemical industry.
In Fiscal 2024, the remuneration paid to him was ₹ 1.72 million.

Surinder Kumar is the vice-president – marketing (north & south zone) of our Company. He has been associated
with the Company since August 18, 2022, and is responsible for marketing, product development and sales
strategizing of our Company and its products in the north and south zone of India He holds a bachelor’s degree in
science (agriculture) and a master’s degree in science (agriculture) from the Guru Nanak Dev University,
Amritsar. Prior to joining our Company, he was associated with Gujarat Pesticide Company. In Fiscal 2024, the
remuneration paid to him was ₹ 2.56 million.

Ashish Goel is the vice president – commercial and corporate business of our Company. He has been associated
with our Company since April 1, 2014, and is responsible for procurement and institutional business of our
Company domestically and overseas. He holds a bachelor's degree in commerce from the University of Delhi. He
has over 10 years of experience in the agrochemical industry. In Fiscal 2024, the remuneration paid to him was ₹
1.20 million.

Sanjay Chaudhary is the vice president – strategic and corporate affairs of our Company. He has been associated
with our Company since August 16, 2022, and is responsible for matters related to product portfolio development,
strategic planning and workforce management. He holds a bachelor’s degree in science agriculture and animal
husbandry from the Govind Ballabh Pant University of Agriculture & Technology, Pantnagar. and a master’s
degree in science (agriculture) in soil science from the Chaudhary Charan Singh Haryana Agricultural. Prior to
joining our Company, he was associated with Sinochem India Company Private Limited in the capacity of Country
Director. In Fiscal 2024, the remuneration paid to him was ₹ 3.23 million.

Bhupender Kaushik is the vice president – production of our Company. He has been associated with our
Company since August 2, 1994 and is responsible for leading all manufacturing units of our Company. He holds

284
a bachelor's degree in arts from the Kurukshetra University, Haryana. He has over 30 years of experience in the
agrochemical industry. In Fiscal 2024, the remuneration paid to him was ₹ 1.90 million.

Devesh Sengar is the associate vice president – operations & compliance of our Company. He has been associated
with the Company since May 1, 2024 and is responsible for leading the establishment of the Barwasni plant,
overseeing the entire process from planning and construction to operational readiness and administer and smooth
functioning of the plant. He holds a bachelor's degree in science and from Agra University. Prior to joining our
Company, he was associated with Agrow Allied Ventures Private Limited in the capacity of Deputy General
Manager – Operations. In Fiscal 2024, the remuneration paid to him was NIL.

Relationship among our Key Managerial Personnel and Senior Management

Except as disclosed under “– Relationship between our Directors” on page 271, none of our Key Managerial
Personnel or Senior Management Personnel are related to any of our Directors, or other Key Managerial Personnel
and Senior Management Personnel of the Company.

Arrangements or understanding with major Shareholders, customers, suppliers or others

None of our Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement
or understanding with any major Shareholders, customers or suppliers of our Company, or others.

Changes in the Key Managerial Personnel or Senior Management in last three years

Except as mentioned below and at “— Changes to our Board in the last three years” on page 274, there have been
no changes in the Key Managerial Personnel or Senior Management in the last three years:

Name Date of change Reason

Shweta Sharma November 30, 2021 Resignation as the company secretary
Sakshi Jain December 1, 2021 Appointment as the company secretary
Sanjay Aggarwal September 8, 2021 Cessation as the chief executive officer
Saurabh Abhiranjan December 2, 2021 Appointment as the chief executive officer
Surinder Kumar August 18, 2022 Appointment as vice-president – marketing.
Sakshi Jain May 13, 2023 Resignation as the company secretary
Saurabh Abhiranjan June 13, 2023 Resignation as the chief executive officer
Monika Sharma June 20, 2023 Appointment as the company secretary
Monika Sharma March 10, 2024 Resignation as the company secretary
Sakshi Jain March 11, 2024 Appointment as the company secretary

The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the
industry in which we operate.

Status of Key Managerial Personnel and Senior Management

As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel and Senior Management
are permanent employees of our Company.

Retirement and termination benefits

Our Key Managerial Personnel or Senior Management have not entered into any service contracts with our
Company which include termination or retirement benefits.

Except applicable statutory benefits upon termination of their employment in our Company or superannuation,
none of the Key Managerial Personnel or Senior Management is entitled to any benefits upon termination of
employment or superannuation.

Shareholding of the Key Managerial Personnel and Senior Management

Except as disclosed under “– Shareholding of Directors in our Company” on page 273, none of our other Key
Managerial Personnel and Senior Management hold any Equity Shares in our Company as on date of this Draft
Red Herring Prospectus:

285
 Name No. of Equity Shares Percentage of the pre-Offer Percentage of the post-Offer
paid up share capital (%) paid up share capital (%)*
Manoj Gupta 2,000 0.00 [●]
Anand Singh Negi 2,000 0.01 [●]
Ashish Goel 4,000 0.01 [●]
Bhupender Kaushik 4,768 0.01 [●]

Payments or benefits to Key Managerial Personnel and Senior Management Personnel

In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any
of our Key Managerial Personnel or Senior Management (including contingent or deferred compensation) other
than the remuneration as disclosed above in “– Terms of appointment of our Directors – Executive Directors”, “–
Payments or benefits to Directors”, “– Key Managerial Personnel” and “— Senior Management” on pages 272,
273, 284 and 284, respectively.

Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which
accrued to our Key Managerial Personnel and Senior Management for Fiscal 2024, which does not form part of
their remuneration for such period.

Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management

Except for Ashish Goel and Anand Singh Negi, who are entitled to performance linked bonus, none of our Key
Managerial Personnel and Senior Management Personnel are entitled to any performance linked bonus or a profit-
sharing plan as on the date of this Draft Red Herring Prospectus. For further details, see “– Terms of appointment
of our Directors – Executive Directors” and “– Bonus or profit-sharing plan for our Directors” on pages 272 and
273, respectively.

Interest of Key Managerial Personnel and Senior Management

For details of the interest of the Managing Director and Executive Directors of our Company, see “– Interest of
Directors” on page 274.

Other than our Executive Directors, our other Key Managerial Personnel and Senior Management are interested
in our Company only to the extent of the remuneration or benefits to which they are entitled to as per their terms
of appointment and reimbursement of expenses incurred by them during the ordinary course of their business or
any dividend payable to them and other distributions in respect of any Equity Shares held by them in our Company.

None of our Key Managerial Personnel and Senior Management Personnel hold employee stock options in our
Company.

Payments or benefits to officers of our Company (non-salary related)

Except as disclosed in “Restated Consolidated Financial Information – Note 45 – Related Party Disclosures” on
page 350, no non-salary related amount or benefit has been paid or given within the two years preceding the date
of this Draft Red Herring Prospectus or is intended to be paid or given to any officer of our Company, including
our Directors, Key Managerial Personnel and Senior Management.

Employee stock option

As on the date of this Draft Red Herring Prospectus, our Company does not have any employee stock options
scheme or any employee stock purchase scheme.

286
 OUR PROMOTERS AND PROMOTER GROUP

Om Prakash Aggarwal, Sanjay Aggarwal, Anshu Aggarwal and Arnav Aggarwal are the Promoters of our
Company.

As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 40,404,848 Equity Shares,
representing 82.82% of the issued, subscribed and paid-up capital, on a fully diluted basis, of our Company. For
details of the build-up of the Promoters’ shareholding in our Company, please see “Capital Structure – Build-up
of the Promoters’ shareholding in our Company” on page 98.

Details of our Promoters

Om Prakash Aggarwal

Om Prakash Aggarwal, aged 74 years, is the Chairman and Whole time Director
and one of the Promoters of our Company.

For a complete profile of Om Prakash Aggarwal, along with details of his date
of birth, personal address, educational qualifications, professional experience
and positions and posts held in the past, directorships held, other ventures,
special achievements and business and financial activities, see “Our
Management” on page 268.

His PAN is ABKPA7249J.

Sanjay Aggarwal

Sanjay Aggarwal, aged 50 years, is the Managing Director and one of the
Promoters of our Company.

For a complete profile of Sanjay Aggarwal, along with details of his date of
birth, personal address, educational qualifications, professional experience and
positions and posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management” on
page 268.

His PAN is AAEPA7338P.

Anshu Aggarwal

Anshu Aggarwal, aged 50 years, is a Non-Executive Non-Independent Director

and one of the Promoters of our Company.

For a complete profile of Anshu Aggarwal, along with details of her date of
birth, personal address, educational qualifications, professional experience and
positions and posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management” on
page 268.

Her PAN is ACMPA2650C.

Arnav Aggarwal

Arnav Aggarwal, aged 20 years, is one of the Promoters of our Company.

Date of Birth: August 24, 2004

Address: 20 A, Road No. 78, Punjabi Bagh West, Punjabi Bagh, Punjabi Bagh,
Punjabi Bagh, West Delhi, Delhi - 110026

He is currently pursuing bachelor’s degree in business administration from

Babson College, USA.

His PAN is EARPA1884B.

287
Our Company confirms that the PAN, bank account number, driving license number, passport number and
Aadhaar card number of each of our Promoters will be submitted to the Stock Exchanges, at the time of filing of
this Draft Red Herring Prospectus.

Change in the control of our Company

There has been no change in the control of our Company during the five years immediately preceding the date of
this Draft Red Herring Prospectus. For further details, see “Capital Structure” on page 79.

Interests of our Promoters and common pursuits

Our Promoters are interested in our Company to the extent: (1) that they have promoted our Company; (2) of the
Equity Shares held by them, their relatives and entities in which the Promoters are interested, in our Company,
and the dividend payable, if any, upon such shareholding and other distributions in respect of such Equity Shares
held by them, their relatives or such entities, if any; (3) of being Director and Key Managerial Personnel of our
Company, as applicable, and the sitting fees/ remuneration, benefits and reimbursement of expenses payable by
our Company to them, as per the terms of their employment agreement, as applicable; and (4) that our Company
has undertaken any transactions or business arrangements with them, or their relatives or entities in which our
Promoters hold equity shares or have an interest, if applicable. For further details, see “Capital Structure”, “Our
Management”, and “Summary of the Offer Document – Summary of Related Party Transactions” on pages 79,
268 and 24, respectively.

Further, Om Prakash Aggarwal, Sanjay Aggarwal and Anshu Aggarwal are also directors on the boards, and/or
shareholder, member or partner of certain entities forming part of the Promoter Group and/or Group Companies
and may be deemed to be interested to the extent of the payments made, if any, by our Company to such entities
forming part of the Promoter Group and/or Group Companies. For the payments that are made by our Company
to certain entities forming part of the Promoter Group and Group Companies, see “Summary of the Offer Document
– Summary of Related Party Transactions” on page 24.

Our Promoters do not have any interest, whether direct or indirect, in any property acquired by our Company
within the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by
the Company or in any transaction by our Company for acquisition of land, construction of building or supply of
machinery, etc. as on the date of this Draft Red Herring Prospectus.

No sum has been paid or agreed to be paid to our Promoters or to such firm or company, in which our Promoters
are interested as members, in cash or shares or otherwise by any person either to induce them to become or qualify
them as directors, or otherwise for services rendered by our Promoters or by such firm or company in connection
with the promotion or formation of our Company.

Except as stated in “Our Management” and “Summary of the Offer Document – Summary of Related Party
Transactions” on pages 268 and 24, respectively, there has been no payment of any amount or benefit given to
our Promoters or the members of the Promoter Group during the two years preceding the date of this Draft Red
Herring Prospectus nor is there any intention to pay any amount or give any benefit to our Promoters or the
members of the Promoter Group as on the date of filing of this Draft Red Herring Prospectus.

There is no conflict of interest between our Promoters or members of our Promoter Group and the suppliers of
raw materials and third-party service providers of our Company and/or Subsidiaries, which are crucial for the
operations of our Company. There is no conflict of interest between our Promoters or members of our Promoter
Group and lessors of the immovable properties of our Company and/or Subsidiaries, which are crucial for the
operations of our Company.

Our Promoters are interested in certain ventures which are empowered under their constitutional documents, to
undertake similar line of business as that of the Company and the Subsidiaries. However, currently, there are no
common pursuits between our Company and these ventures. In case any conflict arises in the future, our Company
and these ventures will adopt the necessary procedures and practices as permitted by law to address any conflict
situation as and when they may arise.

Material guarantees given by our Promoters to third parties

As on the date of the Draft Red Herring Prospectus, our Promoters have not given any material guarantees to third

288
parties with respect to the Equity Shares of our Company.

Companies or firms with which our Promoters have disassociated in the last three years

Except Om Prakash Aggarwal, who ceased to be a director of Abhiprakash Infra Private Limited with effect from
November 27, 2021 and Abhiprakash Globus Private limited with effect from March 31, 2024 and appointed as
Director in Glownet Sciences Private Limited with effect from May 10, 2023; and Sanjay Aggarwal, who
appointed as Director of Abhiprakash Infra Private Limited with effect from September 21, 2021, and ceased to
be a director of Abhiprakash Infra Private Limited with effect from November 20, 2021 and from Abhisatya
Private Limited with effect from March 8, 2022, and appointed as a director of RDZ Human Care Foundation
with effect from November 8, 2021 and ceased to be a director of RDZ Human Care Foundation with effect from
November 8, 2024, our Promoters have not disassociated themselves from any company or firm during the three
years immediately preceding the date of filing of this Draft Red Herring Prospectus.

Confirmations

Our Promoters and members of our Promoter Group have not been declared as a Wilful Defaulter or Fraudulent
Borrower.

Our Promoters and members of our Promoter Group are not prohibited or debarred from accessing the capital
markets or from buying, selling or dealing in securities under any order or direction passed by SEBI or any other
securities market regulator or any other authority, court or tribunal inside and outside India.

Our Promoters are not promoters or directors of any other company which is debarred from accessing or operating
in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters are not Fugitive Economic Offenders.

There has been no disciplinary action, including penalty (including any outstanding actions), imposed by the SEBI
or the Stock Exchanges in the five years preceding the date of this Draft Red Herring Prospectus against our
Promoters.

Promoter Group

Details of the members of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR
Regulations (other than our Promoters) are provided below:

Natural persons forming part of our Promoter Group (other than our Promoters)

S. No. Name of Individual forming part of the Promoter Group Relationship with the Promoter
Om Prakash Aggarwal
1. Prem Prakash Aggarwal Brother
2. Hari Chand Aggarwal Brother
3. Ashok Kumar Aggarwal Brother
4. Nand Kishore Aggarwal Brother
5. Hem Lata Kanodia Sister
6. Suman Lata Sister
7. Rachita Aggarwal Daughter
8. Anamica Aggarwal Daughter
9. Ashok Kumar Spouse’s brother
10. Suresh Kumar Agarwal Spouse’s brother
11. Mithlesh Agarwal Spouse’s sister
12. Kamlesh Agarwal Spouse’s sister
13. Anita Agarwal Spouse’s sister
14. Sunita Bansal Spouse’s sister
15. Anju Aggarwal Spouse’s sister
16. Suman Agarwal Spouse’s sister
Sanjay Aggarwal
1. Rachita Aggarwal Sister
2. Anamica Aggarwal Sister
289
 S. No. Name of Individual forming part of the Promoter Group Relationship with the Promoter
3. Sanshi Aggarwal Daughter
4. Rani Gupta Spouse’s mother
5. Pankaj Gupta Spouse’s brother
Anshu Aggarwal
1. Rani Gupta Mother
2. Pankaj Gupta Brother
3. Sanshi Aggarwal Daughter
4. Rachita Aggarwal Spouse’s sister
5. Anamica Aggarwal Spouse’s sister
Arnav Aggarwal
1. Sanshi Aggarwal Sister

Entities forming part of our Promoter Group

S. No. Name of the entity forming part of the Promoter Group

1. Abhiprakash Globus Private Limited
2. Abhiprakash Infra Private Limited
3. Aviral Crop Science Private Limited
4. Crystal Crop Protection Australia (Pty) Ltd
5. Crystal Crop Protection Limited
6. Crystal Crop Protection South Africa (Pty) Ltd
7. Crystal Crop Techno Solutions Private Limited
8. Dreams Comfort Products Private Limited
9. EYL Ventures LLP
10. Glownet Sciences Private Limited
11. HPM Industries Limited
12. Indo Organics Private Limited
13. Indogulf Cropsciences Australia Pty Ltd.
14. Kunzite Crop Sciences Private Limited
15. Max Indo Private Limited
16. Nexus Crop Science Private Limited
17. Om Prakash Aggarwal HUF
18. Redson Retail and Reality Private Limited
19. Saffire Crop Science Private Limited
20. Sanjay Aggarwal HUF
21. Singhal Agro Foods
22. Singhal Tarai Seeds
23. R P Foam Home Private Limited
24. R P Foamrex Comfort Products Private Limited
25. Quay Intech Private Limited

290
 GROUP COMPANIES

In terms of the SEBI ICDR Regulations and the applicable accounting standards, the term “group companies”, for
the purpose of identification and disclosure in the offer documents, includes (i) such companies (other than
promoter(s) and subsidiary(ies)) with which the relevant issuer company had related party transactions, in
accordance with Ind AS 24, during the period for which financial information is disclosed in the offer document,
and (ii) any other companies considered material by the board of directors of the relevant issuer company.

Accordingly, for (i) above, all such companies (other than our Subsidiaries) with which the Company had related
party transactions during the period covered in the Restated Consolidated Financial Information included in the
Offer Documents, as covered under the applicable accounting standards, shall be considered as ‘group companies
of the Company in terms of the SEBI ICDR Regulations.

With respect to (ii) above, our Board, in its meeting held on September 20, 2024, adopted the Materiality Policy,
pursuant to which companies (except those covered in (i) above) shall be considered “material” and will be
disclosed as a “group company” if (a) such company was categorized as a subsidiary in the Restated Consolidated
Financial Information and has ceased to be a subsidiary of our Company and with which there were related party
transactions during the periods covered in the Restated Consolidated Financial Information, or (b) such companies
which are part of our Promoter Group and with which our Company has entered into one or more transactions
during the most recent financial year (or relevant stub period, if applicable) included in the Restated Consolidated
Financial Information of our Company, which individually or in the aggregate exceed 10% of the consolidated
revenue from operations of our Company for the most recent financial year (or relevant stub period, if applicable)
as per the Restated Consolidated Financial Information of our Company.

Based on the above, our Group Companies are set forth below:

1. Indo Organics Private Limited;

2. Max Indo Private Limited;
3. Glownet Sciences Private Limited; and
4. Abhiprakash Infra Private Limited.

In accordance with the SEBI ICDR Regulations, the following financial information in relation to our Group
Companies for the previous three financial years, extracted from their respective audited financial statements (as
applicable) are available on the website of our Company and/or the respective Group Companies (as indicated
below):

a) reserves (excluding revaluation reserves);

b) sales;
c) profit after tax;
d) earnings per share;
e) diluted earnings per share; and
f) net asset value.

Our Company is providing link to the websites solely to comply with the requirements specified under the SEBI
ICDR Regulations. Such financial information of the Group Companies and other information provided on such
website does not constitute a part of this Draft Red Herring Prospectus. Neither our Company nor the BRLM or
any of their respective directors, employees, affiliates, associates, advisors, agents or representatives have verified
the information available on the websites indicated above. Anyone placing reliance on any other source of
information, would be doing so at their own risk

Details of our Group Companies

1. Indo Organics Private Limited

Registered office

The registered office of Indo Organics Private Limited is situated at M-3, B-02/4, Aradhna Bhawan, Naniwal
Bagh, Commercial Complex, Azadpur Delhi – 110033, India.

291
 Financial information

The financial information derived from the audited financial statements of Indo Organics Private Limited for
Fiscals 2024, 2023 and 2022, as required by the SEBI ICDR Regulations, are available on our group’s website
at www.groupindogulf.com.

2. Max Indo Private Limited

Registered office

The registered office of Max Indo Private Limited is situated at Block A-1/327, Upper Ground Floor, Paschim
Vihar, New Delhi – 110063, India.

Financial information

The financial information derived from the audited financial statements of Max Indo Private Limited for
Fiscals 2024, 2023 and 2022, as required by the SEBI ICDR Regulations, are available on our group’s website
at www.groupindogulf.com.

3. Glownet Sciences Private Limited

Registered office

The registered office of Glownet Sciences Private Limited is situated at 309, 3rd Floor, Gopal Heights, Plot
No D-9, Netaji Subhash Place, Shakur Pur I Block, North West Delhi – 110034, India.

Financial information

The financial information derived from the audited financial statements of Glownet Sciences Private Limited
for Fiscals 2024, 2023 and 2022, as required by the SEBI ICDR Regulations, are available on our group’s
website at www.groupindogulf.com.

4. Abhiprakash Infra Private Limited

Registered office

The registered office of Abhiprakash Infra Private Limited is situated at Office No. 1M, B-02/4, Aradhana
Bhawan Naniwala Bagh, North West, Delhi – 110033, India.

Financial information

The financial information derived from the audited financial statements of Abhiprakash Infra Private Limited
for Fiscals 2024, 2023 and 2022, as required by the SEBI ICDR Regulations, are available on our group’s
website at www.groupindogulf.com.

Litigation

Our Group Companies are not a party to any pending litigation which may have material impact on our Company.

Common Pursuits

As on the date of this Draft Red Herring Prospectus, there are no common pursuits between our Group Companies
and our Company. However, certain of our Group Companies are authorized under their constitutional documents,
to engage in similar line of business as our Company and may undertake such business in the future. While some
of our Directors and Promoters are currently on the board and/or hold equity shares in certain of these Group
Companies, our Company and such Group Companies shall adopt necessary procedures and practices as permitted
by law to address any instances of conflict of interest, if and when they may arise.

292
Related business transactions with our Group Companies and significance on the financial performance of
our Company

Other than disclosed in “Summary of the Offer Document – Summary of Related Party Transactions” and the
“Restated Consolidated Financial Information – Note 45 – Related Party Transactions” on page 24 and 350, there
are no other related business transactions between our Group Companies and our Company.

Nature and extent of interest of our Group Companies in our Company

a) Business interest

Except as disclosed in “Summary of the Offer Document – Summary of Related Party Transactions” and
the “Restated Consolidated Financial Information – Note 45 – Related Party Transactions” on page 24
and 350, our Group Companies have no business interest in our Company.

b) In the promotion of our Company

Our Group Companies do not have any interest in the promotion of our Company.

c) In the properties acquired by us in the three years preceding this Draft Red Herring Prospectus or
proposed to be acquired by our Company

Our Group Companies are not interested, directly or indirectly, in the properties acquired by our
Company in the preceding three years or proposed to be acquired by our Company.
d) In transactions for acquisition of land, construction of building and supply of machinery

Our Group Companies are not interested, directly or indirectly, in any transactions for acquisition of land,
construction of building, supply of machinery, with our Company.

Other confirmations

None of our Group Companies are listed on any stock exchange.

Further, none of our Group Companies has made any public or rights issue (as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus.

There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of the Company) and any of the Group Companies and its directors.

There is no conflict of interest between the lessors of the immovable properties (crucial for the operations of the
Company) and any of the Group Companies and its directors.

293
 DIVIDEND POLICY

Our Board at its meeting held on September 20, 2024, has adopted a dividend distribution policy (“Dividend
Policy”). The declaration and payment of dividends, if any, will be recommended by our Board and approved by
our Shareholders, at their discretion, subject to the provisions of the Articles of Association and other applicable
law, including the Companies Act.

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the
Board and will depend on a number of factors, including but not limited to, (i) financial parameters such as profits
earned during the year, our company’s liquidity position and future cash flow needs, and capital expenditure
requirements considering expansion and acquisition opportunities; (ii) internal factors such as inorganic growth
plans, reinvestment opportunities, past dividend trends and providing for contingencies; and (iii) external factors
such as the economic environment, legal and regulatory framework, and prevailing taxation policy. In addition,
the ability of our Company to pay dividends may be impacted by a number of factors, including restrictive
covenants under the loan or financing arrangements our Company is currently availing of or may enter into to
finance our funding requirements for our business activities.

Our Company has not declared any dividend on the Equity Shares of face value ₹10 each of our Company in
Fiscals 2024, 2023 and 2022 and the period from April 1, 2024, until the date of this Draft Red Herring Prospectus.
However, this is not necessarily indicative of any dividend declaration or the quantum of our Company’s dividend,
in the future. See, “Risk Factors – Our ability to pay dividends in the future will depend on our earnings, financial
condition, working capital requirements, capital expenditures and restrictive covenants of our financing
arrangements.” on page 52.

294
 SECTION VI – FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

[The remainder of this page has intentionally been left blank]

295
 EXAMINATION REPORT
Independent Auditors Examination Report on the Restated Consolidated Balance Sheet as at March 31, 2024,
March 31, 2023 and March 31, 2022, the Restated Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Restated Consolidated Statement of Changes in Equity, the Restated
Consolidated Statement of Cash Flows for the years ended March 31, 2024, March 31, 2023 and March 31,
2022 along with the Material Accounting Policies and the Notes (including other explanatory information)
(collectively, the “Restated Consolidated Financial Statements”) of Indogulf Cropsciences Limited

The Board of Directors

Indogulf Cropsciences Limited
501, Gopal Heights, Netaji Subhash Place,
Delhi – 110034,
India

Dear Sirs/Madams,
1. We, Devesh Parekh & Co., Chartered Accountants (“We” or “Us” or “Our” or “the Firm”) have examined the
attached Restated Consolidated Financial Statements of Indogulf Cropsciences Limited (the “Company” or the
“Issuer”) and its subsidiaries (the Company and its subsidiaries together referred to as the “Group") which
comprises of the Restated Consolidated Balance Sheet as at March 31, 2024, March 31, 2023 and March 31,
2022, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the
Restated Consolidated Statement of Cash Flows, the Restated Consolidated Statement of Changes in Equity for
the years ended March 31, 2024, March 31, 2023 and March 31, 2022, the Material Accounting Policies and the
Notes (including other explanatory information) (collectively, the “Restated Consolidated Financial
Statements”), annexed to this report for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”)
prepared by the Company in connection with its proposed Initial Public Offer of equity shares of face value of
Rs. 10 each (“Offer”). The Restated Consolidated Financial Statements, which have been approved by the Board
of Directors of the Company (the “Board of Directors”) at their meeting held on September 18, 2024, and have
been prepared by the Company in accordance with the requirements of:

i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”) as amended from time to time;

ii) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the “SEBI ICDR
Regulations”) issued by the Securities and Exchange Board of India (the “SEBI”);

iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”); and

iv) Email dated October 28, 2021 from Securities and Exchange Board of India (SEBI) to Association of
Investment Bankers of India (“SEBI Communication”).
Management’s Responsibility for the Restated Consolidated Financial Information

2. The Company’s Board of Directors are responsible for the preparation of Restated Consolidated Financial
Statements for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India
(“SEBI”), BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (collectively, “the
Stock Exchanges”) and the Registrar of Companies, Delhi & Haryana (“ROC”) in connection with the Offer.
The Restated Consolidated Financial Statements have been prepared by the management of the Company in
accordance with the basis of preparation stated in Note 2 of Annexure V of the Restated Consolidated Financial
Statements. The respective Board of Directors of the Companies of the Group are responsible for designing,
implementing and maintaining adequate internal control relevant to the preparation and presentation of the
Restated Consolidated Financial Statements. The respective Board of Directors of the Companies included in the
Group are also responsible for identifying and ensuring that the Group complies with the Act, the SEBI ICDR
Regulations, the Guidance Note and SEBI Communication.

296
Auditor’s Responsibilities
3. We have examined such Restated Consolidated Financial Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter dated April 09, 2024 in connection with the proposed IPO of equity shares of the Company;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by
the ICAI;
c) the Concepts of test check and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with
the Act, the ICDR Regulations and the Guidance Note read with the SEBI Communication, in connection with the
Offer.
4. These Restated Consolidated Financial Information expressed in Indian Rupees in millions, has been prepared by
the Company’s Management from the audited consolidated financial statements of the Group and subsidiaries as
at and for the years ended on March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with
Accounting Standard (referred to as “AS”) as prescribed under Section 133 of the Act, read with Companies
(Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India,
which have been approved by the Board of Directors at their meeting held on August 14, 2024, September 06,
2023 and September 07, 2022 respectively and Audited consolidated financial statements of the Group as at and
for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with the Indian
Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in
India, which have been approved by the Board of Directors at their meeting held on September 18, 2024.

5. For the purpose of our examination, we have relied on

i. Auditors’ Reports issued by us dated August 14, 2024, September 06, 2023 and September 07, 2022, on the
Consolidated Financial Statements of the Group as at and for the year ended March 31, 2024, March 31,
2023 and March 31, 2022 respectively as referred in Paragraph 4 above.

ii. Auditor’s report issued by us dated September 18, 2024 on the consolidated financial statements of the
Group as at and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022, as referred
in Paragraph 4 above.

iii. Further, Indogulf Cropsciences Australia Pty Limited which is located outside India, whose financial
statements for the Financial Year ended March 31, 2024, March 31 2023, and March 31, 2022 have been
prepared in accordance with accounting principles generally accepted in that country and which have been
prepared and compiled by Gambhir Babbr Watts OAM under generally accepted auditing standards
applicable in that country. The Company’s management has converted the financial statements of the
subsidiary located outside India from accounting principles generally accepted in that country to accounting
principles generally accepted in India. We have audited these conversion adjustments made by the
Company’s management.

Opinion

6. Based on our examination and according to the information and explanations given to us, we report that the
Restated Consolidated Financial Statements:
a) have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note;
b) have been prepared after incorporating adjustments if any, in respect of changes in the in accounting policies,
material errors, regrouping/reclassifications, retrospectively to reflect the same accounting treatment as per
the accounting policies in the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022;
and

297
 c) there are no qualifications in the auditors’ reports which require any adjustments.

7. The Restated Consolidated Financial Statements does not reflect the effects of events that occurred subsequent to
the respective dates of the reports on the audited consolidated financial statements mentioned in paragraph 5
above.

8. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit report
issued by us or other auditors on the consolidated financial statements of the Group, or any components included
in those financial statements as may be applicable for the reporting periods.

9. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
Restriction on Use

10. This report is addressed to and is provided to enable the Board of Directors of the Company to include this report
in the Draft Red Herring Prospectus, prepared in connection with the proposed Initial Public Offering of Equity
Shares of the Company, to be filed by the Company with the Securities and Exchange Board of India, BSE
Limited and National Stock Exchange of India Limited in connection with the proposed Initial Public Offering
of the equity shares of the Company. Our report should not be used, referred to, or distributed for any other
purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any
duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may
come without our prior consent in writing.
FOR DEVESH PAREKH & CO.
Chartered Accountants
ICAI Firm Registration No.: 013338N

Devesh Parekh
Partner
Membership No.: 092160
UDIN: 24092160BKDGDN8911

Place: Delhi
Date: September 18, 2024

298
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure I - Restated Consolidated Balance Sheet
All amounts are in INR in Millions, except otherwise stated
Note As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
ASSETS
1 Non-current assets
Property, plant and equipment 3 390.05 626.27 504.58
Capital work-in-progress 4 222.15 73.80 90.24
Investment Property 5 - - 8.12
Investment Property under development - - -
Intangible assets 6 44.20 10.06 13.93
Intangible assets under development 7 8.53 19.21 7.34
Right-of-use assets 8 40.75 53.07 51.79

Financial assets #REF!

(i) Investments - - -
(ii) Other financial assets 9 5.83 6.62 6.11
Other non-current assets 10 72.10 65.29 127.29
Current tax assets (net) 11 108.97 107.15 94.80
Total non-current assets 892.57 961.48 904.21
2 Current assets
Inventories 12 1,952.09 2,090.82 1,517.98
Financial Assets 13
(i) Trade receivables 13 2,213.71 1,764.66 1,415.99
(ii) Cash and cash equivalents 14 29.16 36.87 47.93
(iii) Bank balances other than (ii) above - - -
(iii) Loans - - -
(iv) Other financial assets 15 70.71 5.59 3.27
Other current assets 16 256.29 307.71 246.54
Current tax assets (net) - - -
Total current assets 4,521.96 4,205.65 3,231.71

3 Assets Held for Sale 17 7.97 7.97 -

7.97 7.97 -
Total assets 5,422.49 5,175.10 4,135.91
EQUITY AND LIABILITIES
Equity
Equity Share capital 18 235.19 235.19 235.19
Preference Share capital 18 1.25 1.25 1.25
Other Equity 19 2,080.07 1,796.04 1,568.69
Total equity 2,316.51 2,032.48 1,805.13
LIABILITIES
1 Non-current liabilities
Financial Liabilities
(i) Borrowings 20 185.56 219.22 137.90
(ii) Lease liabilities 8 35.91 44.55 44.92
(iii) Other financial liabilities 21 73.42 63.54 58.38
Provisions 22 21.10 20.31 19.84
Deferred tax liabilities (net) 23 (21.51) (10.27) (10.07)
Total non-current liabilities 294.48 337.34 250.96
2 Current liabilities
Financial Liabilities 24
(i) Borrowings 24 1,360.06 1,672.96 875.88
(ii) Lease liabilities 8 9.15 12.52 8.38
(iii) Trade Payables: 25
Micro & Small Enterprises 279.52 50.70 59.66
Others 817.84 767.64 951.40
(iv) Other financial liabilities 26 208.12 199.20 67.08
Current tax liabilities 27 108.11 79.88 95.27
Other current liabilities 28 19.47 13.79 13.94
Provisions 29 9.23 8.58 8.20
Total current liabilities 2,811.50 2,805.27 2,079.82
Total equity and liabilities 5,422.49 5,175.10 4,135.91
- - -
Summary of significant accounting policies `1-2
The accompanying notes are an integral part of the financial statements
The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated Consolidated
Financial Information in Annexure VI and Statement of Adjustments to the Restated Consolidated Financial Information appearing in Annexure VII.
As per our report of even date
For DEVESH PAREKH & CO. FOR AND ON BEHALF OF THE BOARD
Chartered Accountants INDOGULF CROPSCIENCES LIMITED
Firm's Registration Number 013338N

Devesh Parekh Sanjay Aggarwal Om Prakash Aggarwal

Partner Managing Director Whole Time Director
Membership Number 092160 DIN 00763635 DIN 00732440

Place: Delhi Manoj Gupta Sakshi Jain

Date: September 18, 2024 Chief Financial Officer Company Secretary
UDIN: 24092160BKDGDN8911 FCA - 513136 ACS -A67325

299
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure II - Restated Consolidated Statement of Profit and Loss
All amounts are in INR in Millions, except otherwise stated

Note Year ended Year ended Year ended

March 31, 2024 March 31, 2023 March 31, 2022
Income
Revenue from operations 30 5,522.34 5,496.56 4,872.10
Other income 31 35.53 25.33 30.20
Total Income 5,557.87 5,521.89 4,902.30

Expenses
Cost of raw material and components consumed 32 4,026.65 4,183.60 3,062.96
Purchase of Traded Goods 33 151.81 215.24 497.91
Changes in inventories of finished goods, work-in-progress and traded goods 34 (231.72) (320.72) 44.88
Employee benefits expense 35 388.90 349.21 298.03
Finance Costs 36 129.48 116.45 60.30
Depreciation and amortization expense 37 103.07 96.14 86.01
Other expenses 38 592.62 580.47 496.67
Total expenses 5,160.80 5,220.39 4,546.77

Profit exceptional items and before tax 397.07 301.50 355.53

Exceptional Items 39 (36.65) 1.63 0.78

Profit before tax 360.42 303.14 356.32

Tax Expenses 40
- Current Tax 108.11 79.88 95.27
- Tax of earlier years (17.89) 0.28 0.47
- Deferred Tax (12.14) (1.26) (3.06)
Total Tax Expenses 78.09 78.90 92.68

Profit for the period 282.33 224.23 263.63

Other comprehensive income

Items that will not be reclassified to profit or loss
Remeasurement of net defined benefit plans 2.60 4.16 (1.28)
Income tax relating to these items (0.90) (1.05) 0.32

Income tax relating to DBP remeasurements (0.90) (1.05) 0.32

Other comprehensive income for the period (net of tax) 1.70 3.11 (0.96)

Total comprehensive income for the period (net of tax) 284.03 227.35 262.68

Earnings per equity share 50

Basic earnings per share 12.00 9.53 11.21
Diluted earnings per share 11.94 9.48 11.15

The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated
Consolidated Financial Information in Annexure VI and Statement of Adjustments to the Restated Consolidated Financial Information appearing in Annexure
VII.

As per our report of even date

For DEVESH PAREKH & CO. FOR AND ON BEHALF OF THE BOARD
Chartered Accountants INDOGULF CROPSCIENCES LIMITED
Firm's Registration Number 013338N

Devesh Parekh Sanjay Aggarwal Om Prakash Aggarwal

Partner Managing Director Whole Time Director
Membership Number 092160 DIN 00763635 DIN 00732440

Place: Delhi Manoj Gupta Sakshi Jain

Date: September 18, 2024 Chief Financial Officer Company Secretary
UDIN: 24092160BKDGDN8911 FCA - 513136 ACS -A67325

300
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure III - Restated Consolidated Statement of Changes in Equity
All amounts are in INR in Millions, except otherwise stated

(a) Equity share capital

Equity shares of INR 10 each issued, subscribed and fully paid Number of shares Share capital

At April 01, 2021 2,52,00,000 252.00

Changes in equity share capital during the current year - -
Balance as at March 31, 2022 2,52,00,000 252.00
Changes in equity share capital during the current year - -
Balance as at March 31, 2023 2,52,00,000 252.00
Changes in equity share capital during the current year - -
Balance as at March 31, 2024 2,52,00,000 252.00

b. Other Equity

Reserve and Surplus Other Reserve Total

Retained General Securities Premium FVTOCI
Particulars
Earnings Reserve reserve - equity
instruments

Balance as at March 31, 2021 - IGAAP 1,214.25 15.63 77.16 - 1,307.04

IND AS Adjustments:
Leasehold Land amortization (0.14) (0.14)
Investment Property (0.88) (0.88)
Deferred Tax
Balance as at April 1, 2022 1,213.23 15.63 77.16 - 1,306.02

Profit for the period 263.63 263.63

Other comprehensive income for the year (0.96) - - - (0.96)
Total comprehensive income for the year 262.68 - - - 262.68
Dividend paid during the year -
Tax on Dividend paid - - - - -

Balance as at March 31, 2022 1,475.90 15.63 77.16 - 1,568.69

Profit for the period 224.23 - - - 224.23

Other comprehensive income for the year 3.11 - - - 3.11
Total comprehensive income for the year 227.35 - - - 227.35
Dividend paid during the year - - - - -
Tax on Dividend paid - - - - -
Balance as at March 31, 2023 1,703.25 15.63 77.16 - 1,796.04

Profit for the period 282.33 - - - 282.33

Other comprehensive income for the year 1.70 - - - 1.70
Total comprehensive income for the year 284.03 - - - 284.03
Dividend paid during the year - - - - -
Tax on Dividend paid - - - - -
Balance as at March 31, 2024 1,987.28 15.63 77.16 - 2,080.07

The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated Consolidated Financial
Information in Annexure VI and Statement of Adjustments to the Restated Consolidated Financial Information appearing in Annexure VII.

As per our report of even date

For DEVESH PAREKH & CO. FOR AND ON BEHALF OF THE BOARD
Chartered Accountants INDOGULF CROPSCIENCES LIMITED
Firm's Registration Number 013338N

Devesh Parekh Sanjay Aggarwal Om Prakash Aggarwal

Partner Managing Director Whole Time Director
Membership Number 092160 DIN 00763635 DIN 00732440

Place: Delhi Manoj Gupta Sakshi Jain

Date: September 18, 2024 Chief Financial Officer Company Secretary
UDIN: 24092160BKDGDN8911 FCA - 513136 ACS -A67325

301
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure IV - Restated Consolidated Statement of Cash Flows
All amounts are in INR in Millions, except otherwise stated

Year ended Year ended Year ended

March 31, 2024 March 31, 2023 March 31, 2022
(A) Cash Flow From Operating Activities
Net profit before tax 360.42 303.14 356.32
Adjustment on account of
- Depreciation 103.07 96.14 86.01
- (Profit)/ Loss on Sale of Assets 36.65 (1.63) (0.78)
- (Profit)/ Loss on Sale of Investment - - (0.97)
- Miscellaneous Expenses 2.60 4.16 (1.28)
- Interest Income (9.92) (2.17) (2.27)
- Interest Expenses 124.93 111.09 55.32
- Interest Expenses on lease liability 4.55 5.37 4.98

Operating Profit Before Working Capital Changes 622.30 516.08 497.33

Adjustments for
- (Increase)/Decrease in inventories 138.72 (572.84) 163.12
- (Increase)/Decrease in trade receivables (449.04) (348.67) (350.86)
- (Increase)/Decrease in other financial assets-long term 0.79 (0.55) (0.56)
- (Increase)/Decrease in other financial assets-short term (65.12) (2.33) 0.76
- (Increase)/Decrease in other current assets 44.61 0.84 (150.28)
- (Increase)/Decrease in provisions 1.44 0.85 4.27
- Increase/(Decrease) in trade payables 279.01 (192.71) (130.68)
- Increase/(Decrease) in other financial liabilities-short term 8.91 132.12 (18.94)
- Increase/(Decrease) in other financial liabilities-long term 9.88 5.17 8.12
- Increase/(Decrease) in other current liabilities 5.69 (0.16) 3.97
Cash (used)/generated from operations 597.20 (462.20) 26.25
Less: Income tax paid (63.80) (107.90) (96.30)
Net Cash Flow from Operating Activities (A) 533.40 (570.10) (70.05)

(B) Cash Flow From Investing Activities

- Addition to property, plant and equipment and intangible assets (248.48) (201.61) (132.06)
- Proceeds from sale of property plant and equipment 186.31 6.49 9.64
- Interest received 9.92 2.17 2.27
- Proceeds from sale of investment - - 20.00

Net Cash Flow used in Investing Activities (B) (52.25) (192.94) (100.15)

(C) Cash Flow From Financing Activities

- Proceeds from long term borrowings (33.65) 81.31 (302.01)
- Proceeds/(Repayment) from/of short term borrowings (312.90) 797.08 530.26
- Interest paid (124.93) (111.09) (55.32)
- Payment of lease liability (17.37) (15.33) (11.99)
Net Cash Flow generated from/(used in) Financing Activities (C) (488.85) 751.98 160.94

Net increase/ (decrease) in Cash and Cash Equivalents (A+B+C) (7.71) (11.06) (9.26)
Cash and Cash Equivalents at the beginning of the year 36.87 47.93 57.20
Cash and Cash Equivalents at the end of the year 29.16 36.87 47.93

302
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:

Year ended Year ended Year ended

March 31, 2024 March 31, 2023 March 31, 2022
Balances with banks
On current accounts 3.98 0.98 11.19
Cash on hand 1.67 1.00 0.68
Deposits with remaining maturity between three and twelve months 23.51 34.89 36.07
Total cash and cash equivalents 29.16 36.87 47.93

The above Annexure should be read with the Basis of Preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Restated
Consolidated Financial Information in Annexure VI and Statement of Adjustments to the Restated Consolidated Financial Information appearing in Annexure
VII.

As per our report of even date

For DEVESH PAREKH & CO. FOR AND ON BEHALF OF THE BOARD
Chartered Accountants INDOGULF CROPSCIENCES LIMITED
Firm's Registration Number 013338N

Devesh Parekh Sanjay Aggarwal Om Prakash Aggarwal

Partner Managing Director Whole Time Director
Membership Number 092160 DIN 00763635 DIN 00732440

Place: Delhi Manoj Gupta Sakshi Jain

Date: September 18, 2024 Chief Financial Officer Company Secretary
UDIN: 24092160BKDGDN8911 FCA - 513136 ACS -A67325

303
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

1. Group Information

Indogulf Cropsciences Limited ( the “Company” or the “Parent Company” or the “Holding Company) was
incorporated on January 22, 1993 as an unlisted public company under under the Companies Act, 1956,. vide
registration no. U74899DL1993PLC051854.The Holding Company and its Wholly owned subsidiaries
(collectively referred to as the “Group”) are majorly engaged in the manufacturing and trading activities of
Agro chemicals viz. Micro Nutrients, Pesticides, Fertilizers, etc for agriculture purposes. The Group caters to
both domestic and international markets. The registered office of the Parent Company is located at 501, Gopal
Heights, Netaji Subhash Place, New Delhi-110034, India.

The Restated Consolidated financial information of the Group includes the restated financial information of the
Holding Company and its undermentioned subsidiary companies:

a) Abhiprakash Globus Private Limited,Wholly owned subsidiary since incorporation.

b) Indogulf Cropsciences Australia PTY Limited, Wholly owned subsidiary since incorporation.

2. Basis of preparation and significant accounting policies

2.1. Basis of preparation

The restated consolidated financial statements of the Group have been prepared by the Management and
approved by the Board of directors of the Holding company at their meeting held on September 18, 2024 and
has been specifically prepared for inclusion in the addendum to Draft Red Herring Prospectus (“DRHP”), Red
Herring Prospectus (“RHP”) and prospectus to be filed by the Holding Company with the Securities and
Exchange Board of India (“SEBI”) in connection with the proposed Initial Public Offer (“IPO”) through a fresh
issue and offer of sale of equity shares of the Holding company (referred to as the “Issue”).

The Restated Consolidated financial Information of the Group comprises of the Restated Consolidated
Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated
Consolidated Statements of Profit & Loss (including other comprehensive income), , the Restated Consolidated
Statement of Cash flows, the Restated Consolidated Statement of Changes in Equity for the year ended March
31, 2024, March 31, 2023 and March 31, 2022 and the summary of significant accounting policies and other
explanatory information of the Group (hereinafter collectively referred to as the “Restated Consolidated
Financial Information”).

These Restated Consolidated Financial Information have been prepared to comply in all material respects with
the requirements of:

a) Section 26 of Part I of Chapter I of the Companies Act, 2013 (*the Act'); and

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ('the SEBI ICDR Regulations').

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
CharteredAccountants of India (“ICAI”), as amended (the “Guidance Note”).

These Restated Consolidated Financial Information of the Group have been compiled by the management from
Audited consolidated financial statements of the Group as at and for the years ended March 31, 2024, March
31, 2023 and March 31, 2022 in accordance with Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation
requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as
applicable to the consolidated financial statements which have been approved by the Board of Directors at their
meeting held on September 18, 2024

The Group has prepared its consolidated financial statements on the basis that it will continue to operate as a
going concern.

304
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

In accordance with the notification issued by the Ministry of Corporate Affairs, the Group is required to adopt
Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1,
2021. The transition from Previous GAAP to Ind AS is required to account for in accordance with Ind AS 101
“First Time Adoption of Indian Accounting Standards”, with April 1, 2021 being the transition date. In
accordance with Ind As 101 “First time adoption of Indian Accounting Standard”, the Group has presented a
reconciliation from the presentation of financial statements under accounting standards notified under the
Companies (Accounting Standards) Rules, 2006 (“Previous GAAP”) to Ind AS of total equity as at March 31,
2024, March 31, 2023 and March 31, 2022, total comprehensive income and cash flows for the year ended
March 31, 2024, March 31, 2023 and March 31, 2022. Refer to Note 47 for information on how the Group
adopted Ind AS.

These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent
to the respective dates of the board meeting held for approval of the consolidated financial statements, as
mentioned above.

The Restated Consolidated Financial Information have been prepared so as to contain information/ disclosures
and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:

a) Adjustments to the profits or losses of the earlier periods and of the period in which the change in the
accounting policy has taken place is recomputed to reflect what the profits or losses of those periods
would have been if a uniform accounting policy was followed in each of these periods, if any;

b) Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities,
in order to bring them in line with the groupings as per the audited consolidated financial statements of
the Group for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 and the
requirements of the SEBI ICDR Regulations, if any;

c) The resultant impact of tax due to the aforesaid adjustments, if any.

2.2. Basis of Measurement

The financial statements have been prepared on a historical cost convention with the exception of certain assets
and liabilities that are required to be carried at fair values by Ind AS.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.

The following assets and liabilities which have been measured at fair value or revalued amount:

(a) Derivative financial instruments, if any

(b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding
financial instruments)

The financial statements are presented in Indian Rupees (INR) which is also the Group's functional currency,
and all values are rounded to the nearest millions, up to two places of decimal, except when otherwise stated.
The Restated consolidated financial information Summary Statements are presented in Indian Rupees ( ₹.) and
all values are rounded to the nearest millions, up to two palces of decimal, unless otherwise indicated.

2.3. Summary of Significant Accounting Policies

The Restated Consolidated Financial Information has been prepared using the significant accounting policies
and measurement basis summarised below and have been consistently applied to all the years presented, unless
otherwise stated.

305
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

2.4. Basis of Consolidation

The Restated Consolidated Financial Statements comprise of the financial statements of Indogulf Cropsciences
Limited (Parent Company) and its following subsidiaries as at March 31, 2024, March 31, 2023 and March
31, 2022:
Subsidiary: The Control in subsidiary is gained when the Company is exposed, or has rights, to variable
returns from its involvement with the entity and can affect those returns through its power over the entity.
Generally, there is a presumption that most of the voting rights result in control. To support this presumption
and when the Company has less than a majority of the voting or similar rights, it considers all relevant facts
and circumstances in assessing the control including the contractual arrangements, potential voting rights, right
to direct relevant activities of entity

Name of Subsidiary Country of Proportion of Proportion of Proportion of

Incorporation ownership interest ownership interest ownership interest
as on March 31, as on March 31, as on March 31,
2024 2023 2022
Abhiprakash Globus India 100% 100% 100%
Private Limited
Indogulf Cropsciences Australia 100% 100% 100%
Australia PTY Limited

Consolidation procedure:
The Financial Statements of the parent company and its subsidiaries have been consolidated on a line-by-line
basis by adding together the book value of like items of assets, liabilities, income and expenses, after
eliminating Intra-group balances, Intra-group transactions and unrealised profits or losses in accordance with
Ind AS 110 – “Consolidated Financial Statements”. The deferred tax to be recognised for temporary
differences arises from elimination of profits and losses resulting from intra
group transactions
Non-controlling Interest represents the equity in a subsidiary not attributable, directly or indirectly to a Parent.
Non-controlling interest in the net assets of the subsidiaries being consolidated is identified and presented in
the consolidated Balance Sheet separately from the equity attributable to the Parent’s shareholders and
liabilities. Profit or loss and each component of other comprehensive income are attributed to Parent and to the
non-controlling interest. Impact of any insignificant and immaterial Non-controlling Interest is not considered.
The changes in the Company’s interest in subsidiaries that do not result in a loss of control are accounted as
equity transactions. The carrying amount of the Company’s interests and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount
by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is
recognised directly in equity attributed to owners of the Parent.
The difference between the cost of investment and the share of net assets at the time of acquisition of shares in
the subsidiaries and associates is identified in the financial statements as Goodwill or Capital Reserve as the
case may be.

2.5. Current versus non-current classification

The Group presents assets and liabilities in the Restated Consolidated Financial Information based on current/
non-current classification. An asset is treated as current when it is:

a) Expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle;
b) Held primarily for the purpose of trading;
c) Expected to be realised within twelve months after the reporting period; or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.

306
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

All other assets are classified as non-current.

A liability is current when it is :

a) Expected to be settled in the Group’s normal operating cycle;

b) Held primarily for the purpose of trading;
c) Due to be settled within 12 months after the reporting date; or
d) The Group does not have an unconditional right to defer the settlement of the liability for at least
twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Based on the nature of products and the time between acquisition of assets for processing and their realisation in
cash and cash equivalents, the Group has identified twelve months as its operating cycle for the purpose of
current / non-current classification of assets and liabilities.

2.6. Significant accounting policies

(a) Revenue recognition

Revenue from Contracts with Customers

Revenue from contracts with customers is recognised when control of the goods or services are transferred to
the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange
for those goods or services. The Group has generally concluded that it is the principal in its revenue
arrangements, because it typically controls the goods or services before transferring them to the customer.
Revenue is stated exclusive of Goods and Service Tax (GST).

The specific recognition criteria described below must also be met before revenue is recognised.

Sales of goods

Revenue from the sale of goods is recognised at the point in time when control is transferred to the customer
which is usually on shipment. Revenue is measured based on the transaction price, which is the consideration,
adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any, as
specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the
government. Accruals for discounts/incentives and returns if any are estimated (using the most likely method)
based on accumulated experience and underlying schemes and agreements with customers. Due to the short
nature of credit period given to customers, there is no financing component in the contract.

Rendering of services

Revenue from sale of services is recognised over the period of time as per the terms of the contract with
principal/customer based on the stage of completion when the outcome of the transactions involving rendering
of services can be estimated reliably.

Contract Balances

Trade receivables

A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is
required before payment of the consideration is due). Refer to accounting policies of financial assets in
section (n) financial instruments.

307
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

Contract liabilities

A contract liability is recognised if a payment is received, or a payment is due (whichever is earlier) from a
customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue
when the Group performs under the contract (i.e., transfers control of the related goods or services to the
customer).

(b) Other income

Interest Income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and
applicable interest rate.

Dividends

Revenue is recognised when the Group’s right to receive the payment is established, which is generally when
shareholders approve the dividend.

(c) Property, plant and equipment

Items of property, plant and equipment and capital work-in progress are stated at cost, net of accumulated
depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if
capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the
intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Such cost includes
the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if
the recognition criteria are met. Subsequent expenditure related to an item of fixed asset is added to its book
value only if it increases the future benefits from the existing asset beyond its previously assessed standard of
performance. When significant parts of plant and equipment are required to be replaced at intervals, the Group
depreciates them separately based on their specific useful lives. All other repair and maintenance costs are
recognised in Statement of Profit and Loss as incurred. In respect of additions to /deletions from the property,
plant and equipment, depreciation is provided on pro-rata basis i.e. from (upto) the date on which asset is ready
for use (disposed of) .

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement
of an item of property, plant and equipment is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in Statement of Profit and Loss.

Assets in the course of construction are capitalised in the assets under Capital work in progress net of
accumulated impairment loss if any. At the point when an asset is operating at management’s intended use, the
cost of construction is transferred to the appropriate category of property, plant and equipment and depreciation
commences. Costs associated with the commissioning of an asset and present value of any obligatory
decommissioning costs are capitalised in the asset when the recognition criteria for provisions are satisfied.
Revenue (net of cost) generated from production during the trial period is capitalised.

Property, plant and equipment except freehold land held for use in the production, supply or administrative
purposes, are stated in the consolidated financial statement at cost less accumulated depreciation and
accumulated impairment losses, if any.

The Group has elected to continue with the carrying value for all of its property, plant and equipment as
recognised in the consolidated financial statements on transition to Ind AS measured as per the previous GAAP
and use that as its deemed cost as at the date of transition.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated
residual value. Depreciation is recognised so as to write off the cost of assets (other than freehold land and
properties under construction) less their residual values over their useful lives, using written down value
method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

308
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

Estimated useful lives of the assets are as follows:

Nature of Tangible Assets Useful Life (years)

Plant & Equipment 10-15
Building 30
Laboratory Equipment 10
Office Equipment 5
Furniture, Fixtures & Equipment 10
Vehicles 8-10
Leasehold Improvements Over the period of lease or useful life whichever is lower

Leasehold Land:

Leasehold land is amortised on straight line basis over the period of lease. No depreciation is provided for
leasehold land when the leases are renewable at the option of the Company for a further period of 99 years at the
end of the lease period of 99 years, without / with marginal payment of further premium.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at
each financial year end and adjusted prospectively, if appropriate.

(d) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition,
intangible assets with finite life are carried at cost less any accumulated amortisation and accumulated
impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised
and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

Intangible assets are amortized on a straight- line basis over the estimated useful economic life.

The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed
at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset are considered to modify the amortisation period
or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on
intangible assets with finite lives is recognised in the Statement of Profit and Loss unless such expenditure
forms part of carrying value of another asset.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss
when the asset is derecognised.

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as
an intangible asset when the Group can demonstrate technical and commercial feasibility of making the asset
available for use or sale.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any
accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when
development is complete and the asset is available for use. It is amortised over the period of expected future
benefit. Amortisation expense is recognised in the Statement of Profit and Loss unless such expenditure forms
part of carrying value of another asset.

A summary of the policies applied to the Group’s intangible assets is as follows:

Intangible assets Useful Life (years)

Software 5
Patents and Trademarks 6

309
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

(e) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the
asset. All other borrowing costs are expensed in the period in which they occur.

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of
funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.

(f) Foreign currencies

Transactions and Balances

Transactions in foreign currency are recorded applying the exchange rate at the date of transaction.

Monetary assets and liabilities denominated in foreign currency remaining unsettled at the end of the year, are
translated at the closing rates prevailing on the Balance Sheet date.

Non-monetary items which are carried in terms of historical cost denominated in foreign currency are reported
using the exchange rate at the date of initial transaction.

Exchange differences arising as a result of the above are recognized as income or expenses in the Statement of
Profit and Loss. Exchange difference arising on the settlement of monetary items at rates different from those at
which they were initially recorded during the year, or reported in previous financial statements, are recognised
as income or expenses in the year in which they arise.

(g) Fair value measurement

The Group measures financial instruments, such as, derivatives and equity investments at fair value at each
balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:

a) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
b) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.

310
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

c) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as
explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the
relevant notes.

- Quantitative disclosures of fair value measurement hierarchy (Note 46)

- Financial instruments (including those carried at amortised cost) (Note 46)

(h) Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

A lease is a contract that contains right to control the use of an identified asset for a period of time in exchange
for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term and low
value leases. The Group recognises lease liabilities to make lease payments and right-of-use assets representing
the right to use the underlying assets.

The Group has lease contracts for various items of office premises and warehouses.

i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or
before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a
straight-line method basis over the lease term, as follows:

Nature of Right-of-use assets Depreciation period

Factory Godown 30-99 years
Office premises 1-5 years
Warehouses 1-5 years

There are renewal terms that can extend the lease term for up to 1-2 years and are included in the lease term
when it is reasonably certain that the Group will exercise the option. The right-of-use assets are also subject to
impairment. Refer to the accounting policies in section (j) Impairment of non-financial assets.

The Right-of-use assets are presented as separate line item in the balance sheet.

311
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including in-
substance fixed payments) less any lease incentives. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the
lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not
depend on an index or a rate are recognised as expense in the period in which the event or condition that triggers
the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments.

The lease liabilities are presented as separate line item in the balance sheet under financial liabilities.

iii) Short-term leases

The Group applies the short-term lease recognition exemption to its short-term leases of office premises, and
warehouses (i.e., those leases that have a lease term of 12 months or less from the commencement date and do
not contain a purchase option).

Lease payments on short-term leases are recognised as expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the
lease terms and is included in other income in the statement of profit or loss due to its operating nature. Initial
direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognised over the lease term on the same basis as rental income.

(i) Inventories

The items of inventories are measured at cost after providing for obsolescence, if any. Cost of inventories
comprise of cost of purchase, cost of conversion and appropriate portion of variable and fixed proportion
overheads and such other costs incurred in bringing them to their respective present location and condition.
Fixed production overheads are based on normal capacity of production facilities.

Stores and spares, packing materials and raw materials are valued at lower of cost or net realisable value.
However, the aforesaid items are not valued below cost if the finished products in which they are to be
incorporated are expected to be sold at or above cost.

Semi-finished products, finished products and by-products are valued at lower of cost or net realisable value.

Traded goods are valued at lower of cost and net realizable value.

Cost of raw material, process chemicals, stores and spares packing materials, trading and other products are
determined on weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and the estimated costs necessary to make the sale.

312
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

(j) Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU)
net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of those from other assets. Where the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down
to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining net selling price, recent market transactions are taken into
account, if available. If no such transactions can be identified, an appropriate valuation model is used.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful
life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized
impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the
asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only
if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed
its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the Statement
of Profit and Loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a
revaluation increase.

(k) Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a
provision is presented in the Statement of Profit and Loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost. Provisions are reviewed at each balance
sheet and adjusted to reflect the current best estimates.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a
present obligation that is not recognized because it is not probable that an outflow of resources will be required
to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that
cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent
liability but discloses its existence in the financial statements.

Contingent Assets

A contingent asset is not recognised unless it becomes virtually certain that an inflow of economic benefits will
arise. When an inflow of economic benefits is probable, contingent assets are disclosed in the financial
statements.

Contingent liabilities and contingent assets are reviewed at each balance sheet date.

(l) The expenses related to scheme/business promotion/various discounts are accounted for on acceptance basis.

313
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

(m) Retirement and other employee benefits

A. Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as
short-term employee benefits. Benefits such as salaries, allowances, etc., are recognised as an expense
at the undiscounted amount in the Statement of Profit and Loss of the year in which the employee
renders the related service.

B. Post employment benefits

i) Defined contribution plans
The Company’s contribution to provident fund is considered as defined contribution plans and are
charged as an expense as it falls due based on the amount of contribution required to be made and
when services are rendered by the employees.

ii) Defined benefit plans

For defined benefit plans of gratuity determined using the Projected Unit Credit Method with
actuarial valuations being carried out at each balance sheet date. Actuarial gain and losses are
recognized immediately in the Statement of Profit and Loss in the period in which they occur.
Obligation is measured at the present value of estimated future cash flows using a discounted rate
that is determined by reference to market yields at the Balance Sheet date on Government
Securities as reduced by the fair value of scheme assets.

iii) Other long-term employee benefits

Long-term Compensated Absences and Long Service Awards are provided for on the basis of an
actuarial valuation, using the Projected Unit Credit Method, as at the date of the Balance Sheet.
Actuarial gains / losses comprising of experience adjustments and the effects of changes in
actuarial assumptions are immediately recognised in the Statement of Profit and Loss. The
obligation is measured at the present value of estimated future cash flows using a discounted rate
that is determined by reference to market yields at the Balance Sheet date on Government
Securities.

(n) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

a) Debt instruments at amortised cost

b) Debt instruments at fair value through other comprehensive income (FVTOCI)
c) Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
d) Equity instruments measured at fair value through other comprehensive income (FVTOCI)

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual
cash flows, and

314
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective
interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other
income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement
of Profit and Loss. This category generally applies to trade receivables, security deposits & other receivables.

Debt instrument at FVTOCI

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling
the financial assets, and
b) The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date
at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the
Group recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the
Statement of Profit and Loss. On derecognition of the asset, cumulative gain or loss previously recognised in
OCI is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI debt
instrument is reported as interest income using the EIR method.

Debt instrument at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for
categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized cost or
FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Group has designated
certain debt instrument as at FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in
the Statement of Profit and Loss.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for
trading are classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election
to present in other comprehensive income subsequent changes in the fair value. The Group makes such election
on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to
profit and loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within
equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized
in the Statement of Profit and Loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised (i.e. removed from the Group’s consolidated balance sheet) when:

a) The rights to receive cash flows from the asset have expired, or

315
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

b) The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the
asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing
involvement. In that case, the Group also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of
the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.

Impairment of financial assets

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and
recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt
securities, deposits, trade receivables and bank balance
b) Financial assets that are debt instruments and are measured as at FVTOCI
c) Trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on Trade and other
receivables.

The application of simplified approach does not require the Group to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial
recognition.

(o) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings including cash credits
and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities are
derecognised as well as through the EIR amortisation process.

316
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit
and Loss.

This category generally applies to borrowings.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category
also includes derivative financial instruments entered into by the group that are not designated as hedging
instruments in hedge relationships as defined by Ind AS 109.

Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.

(p) Derivative financial instruments

Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as interest rate swaps, currency swaps, options and
forward contracts to hedge its interest rate and foreign currency risks. Such derivative financial instruments are
initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently
re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as
financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profit
and Loss.

(q) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the
Group’s cash management.

(r) Dividend

The Group recognises a liability to make cash distributions to equity holders when the distribution is authorised
and the distribution is no longer at the discretion of the Group. As per the corporate laws in India, a distribution
is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in other
equity.

During the year the Company has not declared and paid any Interim Dividend.

317
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

(s) Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting date in the countries where the Group operates and generates taxable
income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either
in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying
transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax
returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes
provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

a) When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss
b) In respect of taxable temporary differences associated with interests in joint ventures, when the timing
of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry forward of unused tax
credits and unused tax losses can be utilised except:

- When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to
be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the
extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.

Deferred tax relating to items recognised outside Statement of Profit and Loss is recognised outside Statement
of Profit and Loss (in other comprehensive income). Deferred tax items are recognised in correlation to the
underlying transaction either in Statement of Profit and Loss or in OCI.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.

318
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

(t) Government grants

Government grants, if any, are recognised where there is reasonable assurance that the grant will be received,
and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as
income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are
expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected
useful life of the related assets.

(u) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders after deducting preference dividend and attributable taxes by the weighted average number of
equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.

(v) Segment reporting

Based on "Management Approach" as defined in Ind AS 108 -Operating Segments, the Chief Operating
Decision Maker (CODM) evaluates the Group's performance and allocates the resources based on an analysis of
various performance indicators by business segments. Inter segment sales and transfers are reflected at market
prices. The Group has identified the Managing Director as the CODM who assesses the financial performance
and makes strategic decisions. Refer Note 48 for segment information presented.

(w) Investments in subsidiaries

Investments in subsidiaries are carried at cost/deemed cost applied on transition to Ind AS, less accumulated
impairment losses, if any. Where an indication of impairment exists, the carrying amount of investment is
assessed and an impairment provision is recognised, if required immediately to its recoverable amount. On
disposal of such investments, difference between the net disposal proceeds and carrying amount is recognised in
the statement of profit and loss.

(x) Critical accounting estimates and assumptions

The preparation of these consolidated financial statements requires the management to make judgments, use
estimates and assumptions that effects the reported amounts of revenues, expenses, assets and liabilities and the
ac grouping disclosures of contingent liabilities. Uncertainty about these judgements, assumptions and estimates
could result in outcomes that require a material adjustment to the carrying amount of the asset or liabilities
affected in future periods.
i. Taxes
Uncertainties exist with respect to the interpretation of tax regulations, charges in tax laws, and the
amount and timing of future taxable income. Given the wide range of business relationships difference
arising between the actual results and the assumptions made, or future changes to such assumptions
could necessitate future adjustments to tax income and expense already recorded. The Group
establishes provisions based on reasonable estimates. The amount of such provisions is based on
various factors, such as experience of previous tax assessments and altering interpretations or tax
regulations by the taxable entry and the responsible tax authority.

ii. Employee benefit plans

The cost of defined benefit plan (i.e. Gratuity benefit) is determined using actuarial valuation involves
making various assumptions which may differ from actual developments in the future. These include
the determination of the discount rate, future salary increases, morality rates and future pension
increases. Due to the complexity of the valuation, the underlying assumptions and its long term nature,

319
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

a defined benefits obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date in determining the appropriate discount rate, management considers the
interest rates of long term government bonds with extrapolated maturity corresponding to the expected
to the expected duration of the defined benefit obligation. The mortality rate is based on publicity
mortality tables for India. Future salary increases and pension increases are based on expected future
inflation rates for India.

iii. Contingencies
Contingent liabilities may arise from the ordinary course of business in relation to claims against the
group, including legal contractor and other claims by their nature, contingencies will be resolved only
when one or more uncertain future events occur or fall or occur. The assessment of the existence, and
potential quantum, of contingencies inherently involves the exercise of significant judgement and the
use of estimates regarding the outcome of future events.

iv. Property Plant and Equipment

Property Plant and Equipment represent significant portion of the asset base of the Group. The Charge
in respect of periodic depreciation is decided after determining an estimate of assets expected useful
life and expected value at the end of its useful life. The useful life and residual value of Group’s assets
are determined by Management at the time asset in acquired and reviewed periodically including at the
end of each year. The useful life is based on historical experience with similar assets, in anticipation of
future events, which may have impact on their life such as change in technology.

v. Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset including
intangible assets having indefinite useful life and goodwill may be impaired. if any indication exists, or
when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable
amount. An asset’s recoverable amount is the higher of an asset’s CGU’s fair value less cost of
disposal and its value in use where the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. In assessing
value in use, the estimated future cash flows are estimated based on past trend and discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specify to the asset in determining fair value less costs of disposal, recent market
transactions are taken into account. If no such transactions can be identified, an appropriate valuation
model is used. These calculations are corroborated by valuation multiples, or other fair value indicates.

vi. Provision for expected credit losses (ECL) of trade receivable and contracts assets
The Group follows simplified approach for recognition of impairment loss allowance one trade
receivables. Under this approach the Group does not track Changes in credit risk but recognizes
impairment loss allowance based on lifetime ECLs at each reporting date. For this purpose the Group
uses a provision matrix to determine the impairment loss allowance on the portfolio of trade
receivables. The said matrix is based on historically observed default rates over the expected life of the
trade receivables duly adjusted for forward looking estimates.

Measurement of Expected Credit Loss:

a. Management utilities judgment and available information to estimate EQ.
b. Factors considered may include past payment behavior, changes in economic conditions,
customer credit ratings, industry trends, and other relevant data.
c. Regular reviews and adjustments are mode based on changes in circumstances or information
effecting credit risk.

Determination of Expected Credit (ECL)

a. ECL is estimated based on management’s analysis, incorporating historical credit loss

experiences, current economic conditions, and relevant qualitative and quantitative factors.

320
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure V - Basis of preparation and significant Accounting Policies for the year ended March 31, 2024
(All amounts are in INR in Millions, except otherwise stated)

vii. Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of IND AS 116.
Identification of a lease requires significant judgement. The Group uses significant judgement in
assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group
determines the lease term as the non-cancellable period of a lease, together with both periods covered
by an option to extend the lease if the group is reasonably certain to exercise that option; and periods
covered by an option to terminate the lease if the Group is reasonable certain not to exercise that
option. In assessing whether the Group is reasonable certain to exercise an option to extend a lease, or
not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that
create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise
the option to terminate the lease. The Group revises the lease term if there is change in the non-
cancellable period of a lease.

Estimates and judgements are continuously evaluated. They are based on historical experience and other factors
including expectation of future events that may have a financial impact on the Group and that are believed to be
reasonable under the circumstances.

(y) Recent Accounting Pronouncements

Ministry of Corporate Affairs (MCA) notices new standard or amendments to the existing standards under
companies Indian Accounting Standard Rules as issued from time to time. On March 23, 2022, MCA amended
the Companies (Indian Accounting Standards) Amendments Rules, 2022, applicable from April 1, 2022 as
below:

(i) Ind AS 103- Reference to Conceptual Framework

The amendments specify that to qualify for recognition as part of applying the acquisition method, the
identifiable assets, acquired, and liabilities assumed must meet the definitions or assets and liabilities in the
conceptual framework for financial Reporting under Indian Accounting Standards (Conceptual Framework
issued by the institute of Chartered Accountants of India act the acquisition date. These changes do not
significant change the requirements of Ind As 103. The Group does not expect the amendments to have any
significant impact in its Financial Statements.

(ii) Ind AS 16- Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment
amounts received from selling items produced while the Group is preparing the assets for its intended use.
Instead , an entity will recognize such sales proceeds and related cost. In profit or loss. The Group does not
expect the amendments to have any impact in its recognition its property, plant and equipment in its
Financial Statements.

(iii) Ind AS 109 – Annual Improvements to Ind AS (2021)

The amendment clarifies which fees an entity includes when it applies the “10 percent” test of Ind AS 109
in assessing whether to derecognize a financial liability. The Group does not expect the amendment to have
any significant impact in its Financial Statements.

(iv) Ind AS 116- Annual Improvements to Ind AS (2021)

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in
order to resolve any potential confusion regarding the treatment of lease incentive that might arise because
of how lease incentives were described in that illustration. The Group does not expect the amendment to
have any significant impact in its Financial Statements.

321
 Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

3 Property, plant and equipment

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount
Description of Assets Balance as at Addition Sale / Balance as at Balance as at Depreciation Disposal / Balance as at As at March 31, As at March 31,
April 01, 2023 Adjustment March 31, 2024 April 01, 2023 adjustments March 31, 2024 2024 2023
Land- Freehold 4.85 - - 4.85 - - - - 4.85 4.85
Factory Building 380.66 31.20 253.30 158.56 41.44 15.75 30.85 26.34 132.22 339.22
Furniture & Fittings 43.92 13.43 57.35 11.07 10.57 - 21.63 35.72 32.85
Plant & Machinery 298.80 17.40 0.24 315.96 72.96 50.37 - 123.33 192.63 225.84
Motor Vehicles 44.95 10.86 0.27 55.54 21.45 9.47 - 30.91 24.63 23.50
Total 773.18 72.89 253.81 592.26 146.92 86.15 30.85 202.21 390.05 626.27

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

Description of Assets Deemed cost as Addition Sale / Balance as at Balance as at Depreciation Disposal / Balance as at As at March 31, As at April 1,
at April 1, 2022 Adjustment March 31, 2023 April 1, 2022 adjustments March 31, 2023 2023 2022
` Land- Freehold 4.85 - - 4.85 - - - - 4.85 4.85
Factory Building 345.55 35.11 - 380.66 20.91 20.53 - 41.44 339.22 324.63
Furniture & Fittings 20.85 23.07 - 43.92 4.08 6.99 - 11.07 32.85 16.77
Plant & Machinery 161.09 137.71 - 298.80 31.46 41.50 - 72.96 225.84 129.62
` Motor Vehicles 41.06 8.75 4.86 44.95 12.36 9.08 - 21.45 23.50 28.70
Total 573.40 204.64 4.86 773.18 68.82 78.10 - 146.92 626.27 504.58

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

Description of Assets Deemed cost as Addition Sale / Balance as at Balance as at Depreciation Disposal / Balance as at As at March 31, As at April 1,
at April 1, 2021 * Adjustment March 31, 2022 April 1, 2021 * adjustments March 31, 2022 2022 2021
Land- Freehold 4.85 - 4.85 - - - - 4.85 4.85
Factory Building 292.78 60.74 7.97 345.55 - 20.91 - 20.91 324.63 292.78
Furniture & Fittings 16.11 4.75 - 20.85 - 4.08 - 4.08 16.77 16.11
Plant & Machinery 138.58 22.51 0.00 161.09 - 31.46 - 31.46 129.62 138.58
Motor Vehicles 37.55 4.40 0.89 41.06 - 12.36 - 12.36 28.70 37.55
Total 489.87 92.39 8.86 573.40 - 68.82 - 68.82 504.58 489.87

On transition to Ind AS (i.e. 1 April 2021), the Company has elected to continue with the carrying value of all Property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of
Property, plant and equipment.

322
 Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

4 Capital work in progress

Amount of
Capital Work in
Progress
` As at April 01, 2021 53.93
Additions 303.52
Capitalisation/sale (267.21)
As at March 31, 2022 90.24

` As at April 01, 2022 90.24

Additions 178.31
Capitalisation/sale (194.74)
As at March 31, 2023 73.80

As at April 01, 2023 73.80

Additions 181.30
Capitalisation/sale (32.95)
As at March 31, 2024 222.15

Capital work in progress (CWIP) Ageing Schedule

As at 31 March 2024 Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3 years
year
Projects in progress 175.37 45.68 1.11 - 222.15
Projects temporarily suspended - - - - -
Total 175.37 45.68 1.11 - 222.15

As at 31 March 2023 Amount in CWIP for a period of Total

Less than 1 1-2 years 2-3 years More than 3 years
year
Projects in progress 72.70 1.11 - - 73.80
Projects temporarily suspended - - - - -
Total 72.70 1.11 - - 73.80

As at 31 March 2022 Amount in CWIP for a period of Total

Less than 1 1-2 years 2-3 years More than 3 years
Projects in progress 78.26 11.83 0.15 - 90.24
Projects temporarily suspended - - - - -
Total 78.26 11.83 0.15 - 90.24

Note: Capital work-in-progress - Capital work-in-progress majorly comprises expenditure in the course of construction at Barwasni Plant, Haryana.

323
 Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

5 Investment Property

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

Deemed cost as Addition Deletion Balance as on Balance as at Depreciation Disposal / Balance as at As on March 31, As on April 1,
Description of Assets
on April 1, 2022 * March 31, 2023 April 01, 2022 adjustments March 31, 2023 2023 2022

Land 4.50 - 4.50 - - - - - - 4.50

` Building 4.65 - 4.65 - 1.03 0.15 1.18 - - 3.62
Total 9.15 - 9.15 - 1.03 0.15 1.18 - - 8.12

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

Deemed cost as Addition Deletion Balance as on Balance as at Depreciation Disposal / Balance as at As on March 31, As on April 1,
Description of Assets
on April 1, 2021 * March 31, 2022 April 01, 2021 adjustments March 31, 2022 2022 2021

Land 4.50 - - 4.50 - - - - 4.50 4.50

` Building 4.65 - - 4.65 0.88 0.15 - 1.03 3.62 3.77
Total 9.15 - - 9.15 0.88 0.15 - 1.03 8.12 8.26

1. Fair Value of investment properties:

The fair value of investment property has been determined by the management using the prevailing circle rates applicable to the same location and are considered to be a fair representation at which such properties can be sold in an active market. The Company has not
used the services of a registered valuer in accordance with rule 2 of Companies (Registered valuer and valuation) Rules, 2017) for the valuation of the investment property.
Description of item of properties Fair Value as at 31st March, 2024
Land & Building - Gurgaon 24.00

324
 Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

6 Intangible assets
Gross Carrying Amount Accumulated Depreciation Net Carrying Amount
Description of Assets Balance as on Addition Sale / Balance as on Balance as on Amortisation Disposal / Balance as on As on March 31, As on March 31,
April 01, 2023 Adjustment March 31, 2024 April 01, 2023 adjustment March 31, 2024 2024 2023

` Software 15.46 37.93 53.39 5.40 3.79 9.19 44.20 10.06

Total 15.46 37.93 - 53.39 5.40 3.79 - 9.19 44.20 10.06

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

Deemed cost as Addition Sale / Balance as on Balance as on Amortisation Balance as on As on March 31, As on April 1,
Description of Assets
on April 1, 2022 * Adjustment March 31, 2023 April 1, 2022 * Disposal / March 31, 2023 2023 2022
adjustment

` Software 13.93 1.52 15.46 - 5.40 - 5.40 10.06 13.93

Total 13.93 1.52 - 15.46 - 5.40 - 5.40 10.06 13.93

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

Deemed cost as Addition Sale / Balance as on Balance as on Amortisation Balance as on As on March 31, As on April 1,
Description of Assets
on April 1, 2021 * Adjustment March 31, 2022 April 1, 2021 * Disposal / March 31, 2022 2022 2021
adjustment

` Software 15.12 6.51 21.64 - 7.70 - 7.70 13.93 15.12

Total 15.12 6.51 - 21.64 - 7.70 - 7.70 13.93 15.12

*On transition to Ind AS (i.e. 1 April 2021), the Company has elected to continue with the carrying value of all Intangible Assets measured as per the previous GAAP and use that carrying value as the deemed cost of Intangible Assets.

325
 Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated
7 Intangible Assets under development*
Amount of
Capital Work in
Progress
` As at April 01, 2021 10.49
Additions 3.39
Capitalisation/sale (6.53)
As at March 31, 2022 7.34
` As at April 01, 2022 7.34
Additions 12.97
Capitalisation/sale (1.09)
As at March 31, 2023 19.21

As at April 01, 2023 19.21

Additions 27.24
Capitalisation/sale (37.93)
As at March 31, 2024 8.53

* Intangible assets under development mainly comprises software under development and patents for which registration is awaited.

Intangible Assets under development Ageing Schedule

As at 31 March 2024 Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3 years
year
Projects in progress 1.20 0.07 6.98 0.28 8.53
Projects temporarily suspended - - - - -
Total 1.20 0.07 6.98 0.28 8.53

As at 31 March 2023 Amount in CWIP for a period of Total

Less than 1 1-2 years 2-3 years More than 3 years
year
Projects in progress 11.96 6.98 0.22 0.06 19.21
Projects temporarily suspended - - - - -
Total 11.96 6.98 0.22 0.06 19.21

As at 31 March 2022 Amount in CWIP for a period of Total

Less than 1 1-2 years 2-3 years More than 3 years
year
Projects in progress 6.97 0.30 0.03 0.03 7.34
Projects temporarily suspended - - - - -
Total 6.97 0.30 0.03 0.03 7.34

326
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

8 Right-of-Use Assets

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

GROSS CARRYING AMOUNT ACCUMULATED AMORTISATION NET CARRYING AMOUNT

Balance as at April Additions / Disposal / Balance as at March Balance as at April Depreciation Disposal / Balance as at As at March 31, As at March 31,
Description of assets
01, 2023 Modifications during Derecognition during 31, 2024 01, 2023 expense Derecognized during March 31, 2024 2024 2023
the year the year the year
Leasehold Land 0.80 - - 0.80 0.16 0.01 - 0.17 0.63 0.64

Factory Godown,
Office and warehouses 74.25 0.81 - 75.06 21.82 13.12 - 34.94 40.12 52.43
Total 75.05 0.81 - 75.86 21.98 13.13 - 35.11 40.75 53.07

GROSS CARRYING AMOUNT ACCUMULATED AMORTISATION NET CARRYING AMOUNT

Balance as at Additions / Disposal / Balance as at March Balance as at April Depreciation Disposal / Balance as at As at March 31, As at March 31,
Description of assets
April 01, 2022 Modifications during Derecognition during 31, 2023 01, 2022 expense Derecognized during March 31, 2023 2023 2022
the year the year the year
Leasehold Land 0.80 - - 0.80 0.15 0.01 - 0.16 0.64 0.65

Factory Godown,
Office and warehouses 60.48 13.77 - 74.25 9.34 12.49 - 21.82 52.43 51.15
Total 61.28 13.77 - 75.05 9.49 12.49 - 21.98 53.07 51.79

GROSS CARRYING AMOUNT ACCUMULATED AMORTISATION NET CARRYING AMOUNT

Balance as at Additions / Disposal / Balance as at March Balance as at April Depreciation Disposal / Balance as at As at March 31, As at March 31,
Description of assets
April 01, 2021 Modifications during Derecognition during 31, 2022 01, 2021 expense Derecognized during March 31, 2022 2022 2021
the year the year the year
Leasehold Land 0.80 - - 0.80 0.14 0.01 - 0.15 0.65 0.66

Factory Godown,
Office and warehouses 60.48 - 60.48 - 9.34 9.34 51.15 60.48
Total 61.28 - - 61.28 0.14 9.34 - 9.49 51.79 61.14

327
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

8 Leases

The Company holds lease contracts for godown, office, and warehouse buildings used in its operations. The lease terms typically
range from 1 to 5 years for office and warehouse buildings, and from 30 to 99 years for godown buildings. The Company has also
availed exemptions for certain short-term leases.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

Gowdown, Office
and warehouse
building
As at 1 April 2021 61.14
Additions -
Depreciation expense (9.34)
As at 31 March 2022 51.79
Additions 13.77
Depreciation expense (12.49)
As at 31 March 2023 53.07
Additions 0.81
Depreciation expense (13.13)
As at 31 March 2024 40.75

Set out below are the carrying amounts of lease liabilities and the movements during the period:

As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
As at 1 April 57.06 53.29 60.30
Additions 0.81 13.73 -
Accretion of interest 4.55 5.37 4.98
Payments (17.37) (15.33) (11.99)
As at 31 March 45.06 57.06 53.29

As at As at As at
March 31, 2024 March 31, 2023 April 01, 2022
Current 9.15 12.52 8.38
Non-current 35.91 44.55 44.92
45.06 57.06 53.29
The maturity analysis of lease liabilities is disclosed in Note - 46.

The estimated interest rate for lease liabilities is 9.07%.

The following are the amount recognised in the statement of profit and loss:
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Depreciation expenses in respect of right-of-use assets 13.13 12.49 9.34
Interest expense in respect of lease liabilities 4.55 5.37 4.98
Expenses relating to short-term lease (included on other expenses) 4.75 8.63 4.18
Total amount recognised in profit and loss 22.44 26.49 18.51

328
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

Financial assets - non-current

9 Other financial assets

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Measured at amortised cost (Unsecured, considered good unless otherwise stated)
Security deposits 5.83 6.62 6.11

Total 5.83 6.62 6.11

10 Other non-current assets

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
(Unsecured, considered good unless otherwise stated)
Capital advances 9.51 5.10 18.83
Advances to suppliers 10.30 10.80 56.74

Advances other than Capital Advances

Balances with government authorities 52.29 49.39 51.73
Total 72.10 65.29 127.29

11 Non-Current Tax Assets (Net)

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Advance income tax (net of TDS/TCS and provision) 108.97 107.15 94.80

Total 108.97 107.15 94.80

12 Inventories
Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
At the lower of cost and net realisable value
Raw Material 525.89 932.90 669.92
Packing Material 99.46 62.89 73.75
Finished Goods 1,323.11 1,022.25 715.60
Trading goods 3.64 72.78 58.71
Total 1,952.09 2,090.82 1,517.98

329
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated
13 Trade receivables

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Trade receivables 2,009.30 1,624.62 1,317.44
Trade receivables - related parties 204.41 140.04 98.55
Total 2,213.71 1,764.66 1,415.99

Break-up for trade receivables:

Secured, considered good
Trade Receivables unsecured, considered good 2,226.96 1,777.48 1,428.33
Trade Receivables which have significant increase in credit risk - - -
Trade Receivables - credit impaired (13.26) (12.82) (12.34)
2,213.71 1,764.66 1,415.99

Impairment allowance (allowance for bad and doubtful debts)

Trade Receivable unsecured, considered good - - -
Trade Receivables which have significant increase in credit risk - - -
Trade Receivables - credit impaired - - -
Total - - -

Trade receivables Ageing Schedule

As at 31 March 2024 Current but Outstanding for following periods from due date of payment Total
not due** Less than 6 6 months 1-2 years 2-3 years More than
Months –1 year 3 years
Undisputed Trade Receivables –
considered good 1,806.24 266.00 58.58 50.55 32.33 2,213.71
Undisputed Trade Receivables –
which have significant increase in
credit risk - - - - - - -
Undisputed Trade receivable –
credit impaired - - - - - - -
Disputed Trade receivables -
considered good - - - - - - -
Disputed Trade receivables –
which have significant increase in
credit risk - - - - - - -
Disputed Trade receivables –
credit impaired - - - - - - -
- 1,806.24 266.00 58.58 50.55 32.33 2,213.71

As at 31 March 2023 Current but Outstanding for following periods from due date of payment Total
not due** Less than 6 6 months – 1-2 years 2-3 years More than
Months 1 year 3 years
Undisputed Trade Receivables –
considered good 1,557.43 103.28 46.02 28.01 29.91 1,764.66
Undisputed Trade Receivables – - - - - - - -
which have significant increase in
credit risk
Undisputed Trade receivable – - - - - - - -
credit impaired
Disputed Trade receivables - - - - - - - -
considered good
Disputed Trade receivables – - - - - - - -
which have significant increase in
credit risk
Disputed Trade receivables – - - - - - - -
credit impaired
- 1,557.43 103.28 46.02 28.01 29.91 1,764.66

330
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

As at 31 March 2022 Current but Outstanding for following periods from due date of payment Total
not due** Less than 6 6 months – 1-2 years 2-3 years More than
Months 1 year 3 years
Undisputed Trade Receivables –
considered good 1,274.76 76.18 32.44 17.98 14.79 1,416.15
Undisputed Trade Receivables –
which have significant increase in - - - - - - -
Undisputed Trade receivable –
credit impaired - - - - - - -
Disputed Trade receivables -
considered good - - - - - - -
Disputed Trade receivables –
which have significant increase in
credit risk - - - - - - -
Disputed Trade receivables –
credit impaired - - - - - - -
- 1,274.76 76.18 32.44 17.98 14.79 1,416.15

Trade receivables are non-interest bearing and are generally on terms of 0 to 150 days.
* Unbilled receivables represents receivables where the goods and/or services have been provided to the customer, however, Company is yet to raise
** Current but not due represent receivables which aren't due as per credit terms agreed with the customer.

14 Cash and cash equivalents

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Balances with banks
On current accounts 3.98 0.98 11.19
Cash on hand 1.67 1.00 0.68
Fixed Deposit (held against margin money) 23.51 34.89 36.07
Total 29.16 36.87 47.93

15 Other financial assets

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Measured at amortised cost (unsecured, considered good)
Interest accrued but not due on fixed deposits 0.16 0.30 0.26
Export incentive recoverable 0.71 0.37 2.98
Insurance claim recoverable 0.13 4.88 -
Others 69.71 0.03 0.02

Total 70.71 5.59 3.27

16 Other current assets

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
(Unsecured, considered good unless otherwise stated)
Advances to suppliers 4.87 9.07 32.24
` Advances to Employees 0.30 0.10 0.26
Balances with government authorities 237.52 286.31 203.26
Prepaid expenses 13.59 12.23 10.78
Total 256.29 307.71 246.54

331
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

17 Assets held for sale

As at
As at As at
March 31,
March 31, 2024 March 31, 2023
2022
Land 4.50 4.50 -
Building 3.47 3.47 -
7.97 7.97 -

Note:
a) The property under considereation is located at Gurgaon.

During the year 2022-23, the Company has reclassified land and building from Investment Property to Assets held for sale. This is
b)
because of the management’s intention to sell the property and the active efforts are being made to locate a buyer.
The property meets the criteria for classification as held for sale, such as being available for immediate sale and being actively
c)
marketed.
d) In FY 2023-24, the company has received advance against sale of the above property amounting to Rs. 23 millions.
On transfer, the Company has elected to continue with the carrying value of Investment property measured as earlier and use the
e) carrying value as the deemed cost of Asset held for sale in terms of IND-AS 105 where lower of carrying value and fair value is
tobe considered.

f) Fair Value of Asset held for sale

The fair value of asset held for sale has been determined by the management using the prevailing circle rates applicable to the same location and are
considered to be a fair representation at which such properties can be sold in an active market. The Company has not used the services of a registered
valuer in accordance with rule 2 of Companies (Registered valuer and valuation) Rules, 2017) for the valuation of the investment property.

Description of item of properties Fair Value as at 31st March, 2024

Land & Building - Gurgaon 24.00

332
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

18 Share capital
As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Number of shares Amount Number of shares Amount Number of shares Amount
Authorized
Equity shares of Rs. 10 each 2,52,00,000 252.00 2,52,00,000 252.00 2,52,00,000 252.00
Non Cumulative Prefernce Shares 1,50,000 1.50 1,50,000 1.50 1,50,000 1.50
2,53,50,000 253.50 2,53,50,000 253.50 2,53,50,000 253.50
Issued, subscribed and paid up
Equity shares of Rs. 10 each fully paid up
` At the beginning of the year 2,35,18,728 235.19 2,35,18,728 235.19 2,35,18,728 235.19
Add: Issued during the year - - - -
At the end of the year 2,35,18,728 235.19 2,35,18,728 235.19 2,35,18,728 235.19

Issued, subscribed and paid up

Preference shares of Rs. 10 each fully paid up
` At the beginning of the year 1,25,000 1.25 1,25,000 1.25 1,25,000 1.25
Add: Issued during the year - - - -
At the end of the year 1,25,000 1.25 1,25,000 1.25 1,25,000 1.25

Total 2,36,43,728 236.44 2,36,43,728 236.44 2,36,43,728 236.44

- Terms/Rights attached to class of shares

The company has one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share with a right to
receive per share dividend declared by the company. In the event of liquidation of the company, the holders of equity shares will be entitled to receive
remaining assets of the company. The distribution will be in proportion to the number of equity shares held by the shareholders.

Details of equity shareholders holding more than 5% shares of the Company

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Particulars Number of shares % holding Number of shares % holding Number of shares % holding
Sh. Om Prakash Aggarwal 51,94,924 22.09% 51,94,924 22.09% 51,95,424 22.09%
Sh. Sanjay Aggarwal 63,50,060 27.00% 63,50,060 27.00% 63,50,060 27.00%
O.P. Aggarwal (HUF) 44,70,480 19.01% 44,70,480 19.01% 44,70,480 19.01%
Smt. Anshu Aggarwal 42,33,744 18.00% 42,33,744 18.00% 47,03,744 20.00%

Aggregate number of equity shares issued as bonus during the period of five years immediately preceding the reporting date**
As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Number of shares Amount Number of shares Amount Number of shares Amount
29,39,841 equity shares of Re. 10
each were allotted during the F.Y.
2019-20 as fully paid bonus
shares by capitalization of free
reserves of the Company in the
ratio of 3:1 at par. 29,39,841 2,93,98,410 29,39,841 2,93,98,410 29,39,841 2,93,98,410

1,95,98,940 equity shares of Re.

10 each were allotted during the
F.Y. 2020-21 as fully paid bonus
shares by capitalization of free
reserves of the Company in the
ratio of 5:1 at par. 1,95,98,940 19,59,89,400 1,95,98,940 19,59,89,400 1,95,98,940 19,59,89,400
2,25,38,781 22,53,87,810 2,25,38,781 22,53,87,810 2,25,38,781 22,53,87,810
** Equity shares of Re. 10 each were allotted as fully paid bonus shares by capitalization of free reserves of the Company.

Details of preference shareholders holding more than 5% shares of the Company

As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Particulars Number of shares % holding Number of shares % holding Number of shares % holding
Sh. Om Prakash Aggarwal 76,250 61.00% 76,250 61.00% 76,250 61.00%
Sh. Sanjay Aggarwal 48,750 39.00% 48,750 39.00% 48,750 39.00%

333
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

Details of equity shares held by Promoters as on March 31, 2024

Promoter Name No. of shares at Change during the No. of shares at the % of Total Shares % change during the
the beginning of year end of the year year
the year
Sh. Om Prakash Aggarwal 51,94,924 - 51,94,924 22.09% -
Sh. Sanjay Aggarwal 63,50,060 - 63,50,060 27.00% -
Smt. Anshu Aggarwal 42,33,744 - 42,33,744 18.00% -
O.P. Aggarwal (HUF) 44,70,480 - 44,70,480 19.01% -
Sanjay Aggarwal (HUF) 11,56,940 - 11,56,940 4.92% -
Smt. Rachita Aggarwal 5,85,216 - 5,85,216 2.49% -
Smt. Anamica Aggarwal 5,43,480 - 5,43,480 2.31% -
Ms. Sanshi Aggarwal 5,00,000 - 5,00,000 2.13% -
Sh. Arnav Aggarwal 4,70,000 - 4,70,000 2.00% -

2,35,04,844 - 2,35,04,844 99.94% -

Details of equity shares held by Promoters as on March 31, 2023

Promoter Name No. of shares at Change during the No. of shares at the % of Total Shares % change during the
the beginning of year end of the year year
the year
Sh. Om Prakash Aggarwal 51,95,424 (500.00) 51,94,924 22.09% -0.0096%
Sh. Sanjay Aggarwal 63,50,060 - 63,50,060 27.00% 0.00%
Smt. Anshu Aggarwal 47,03,744 (4,70,000.00) 42,33,744 18.00% -9.99%
O.P. Aggarwal (HUF) 44,70,480 - 44,70,480 19.01% 0.00%
Sanjay Aggarwal (HUF) 11,56,940 - 11,56,940 4.92% 0.00%
Smt. Rachita Aggarwal 5,85,216 - 5,85,216 2.49% 0.00%
Smt. Anamica Aggarwal 5,43,480 - 5,43,480 2.31% 0.00%
Ms. Sanshi Aggarwal 5,00,000 - 5,00,000 2.13% 0.00%
Sh. Arnav Aggarwal - 4,70,000.00 4,70,000 2.00% 100.00%

2,35,05,344 -500 2,35,04,844 99.94%

Details of preference shares held by Promoters as on March 31, 2024

Promoter Name No. of shares at Change during the No. of shares at the % of Total Shares % change during the
the beginning of year end of the year year
the year
Sh. Om Prakash Aggarwal 76,250 - 76,250 61.00% -
Sh. Sanjay Aggarwal 48,750 - 48,750 39.00% -

Details of preference shares held by Promoters as on March 31, 2023

Promoter Name No. of shares at Change during the No. of shares at the % of Total Shares % change during the
the beginning of year end of the year year
the year
Sh. Om Prakash Aggarwal 76,250 - 76,250 61.00% -
Sh. Sanjay Aggarwal 48,750 - 48,750 39.00% -

1,25,000

19 Other equity
a) Reserves and surplus

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Retained earnings 1,987.28 1,703.25 1,475.90
Securities Premium 77.16 77.16 77.16
General reserve 15.63 15.63 15.63

Total 2,080.07 1,796.04 1,568.69

334
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
(i) Retained Earnings
Opening balance 1,703.25 1,475.90 1,213.23
Profit for the year 282.33 224.23 263.63
Items of other comprehensive income recognised directly in retained earnings
Remeasurements of net defined benefit plans, net of tax 1.70 3.11 (0.96)
Dividend paid during the year
Tax on Dividend paid
Closing balance 1,987.28 1,703.25 1,475.90

(ii) Securities premium

Opening balance 77.16 77.16 77.16
Add: Premium on issue of shares -
Closing balance 77.16 77.16 77.16

(ii) General reserve

Opening balance 15.63 15.63 15.63
Add: Appropriations
Closing balance 15.63 15.63 15.63

Total other equity 2,080.07 1,796.04 1,568.69

Nature and purpose of reserves

a) General reserve - General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this
reserve for payment of dividend, issue of bonus shares and fully / partly paid-up equity shares . No amount has been transferred to general reserve during the years ended March 31,
2024, March 31, 2023 and March 31, 2022.

335
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated
Financial liabilities - Non Current

20 Borrowings
Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Secured
Indian Rupee loan from banks
Term loans 233.10 255.62 146.44
Vehicle loans 21.14 22.99 23.34

Unsecured
Loans from other parties - 39.32 33.19

Total 254.23 317.93 202.96

Less: Current maturities of long-term debt (included in note 24) 68.67 98.72 65.06

Non-current borrowings (as per balance sheet) 185.56 219.22 137.90

Nature of Security and terms of repayment for secured borrowing :

a) Indian rupee term loan
Rs. 180 million TL-1 is repayable in 59 monthly instalments started from December 2019. It has o/s balance aggregating to Rs. NIL /- (March 31, 2023
Rs.65.77 million ) as on reporting date and is primarily secured against hypothecation of Immovable property situated at B-2/62, Ashok Vihar, Delhi in
the name of the company.
Rs. 20 million TL-2 is repayable in 42 monthly instalments started from February 2020. It has o/s balance aggregating to Rs. NIL /- (March 31, 2023 Rs.
198.40 million ) as on reporting date and is primarily secured against hypothecation of plant & machinery situated at Nathupur (Haryana) in the name of
the company.

Rs. 23.07 million TL-3 is repayable in 36 monthly instalments started from September 2021. It has o/s balance aggregating to Rs. 3.84 million /- (March
31, 2023 Rs. 11.53 million) as on reporting date and is primarily secured against hypothecation of plant & machinery situated at Nathupur (Haryana) in
the name of the company.

Rs. 16.93 million TL-4 is repayable in 36 monthly instalments started from November 2021. It has o/s balance aggregating to Rs. 3.29 million /- (March
31, 2023 Rs. 8.94 million ) as on reporting date and is primarily secured against hypothecation of plant & machinery situated at Nathupur (Haryana) in
the name of the company.
Rs. 57.38 million TL-5 is repayable in 62 monthly instalments started from August 2022. It has o/s balance aggregating to Rs. 38.26 million /- (March
31, 2023 Rs. 49.73 million ) as on reporting date and is primarily secured against hypothecation of plant & machinery situated at Nathupur (Haryana) in
the name of the company.

Rs. 110 million TL-6 is repayable in 62 monthly instalments started from November 2022. It has o/s balance aggregating to Rs. 83.74 million /- (March
31, 2023 Rs. 102.39 million ) as on reporting date and is primarily secured against hypothecation of Immovable property situated at Nathupur (Haryana)
in the name of the company.

Rs.16.08 million TL-7 is repayable in 62 monthly instalments started from January 2023. It has o/s balance aggregating to Rs. 12.06 million /- (March
31, 2023 Rs. 15.28 million ) as on reporting date and is primarily secured against hypothecation of hypothecation of Immovable property situated at
Barwasni Sonipat (Haryana) in the name of the company.
Rs.100 million TL-8 is repayable in 62 monthly instalments started from October 2023. It has o/s balance aggregating to Rs. 91.90 million /- (March 31,
2023 Rs. NIL ) as on reporting date and is primarily secured against hypothecation of hypothecation of Immovable property situated at Barwasni
Sonipat (Haryana) in the name of the company.

The aforesaid borrowing facilities are also collaterally secured against mortagage of industrial & commercial properties in the name of the company
situated in Jammu and Kashmir (J & K), Punjab, Haryana, Gujarat and Delhi.

b) Finance lease obligations are secured against hypothecation of respective vehicles.

Finance Lease against non-commercial vehicles repayable generally in 60 monthly instalments of various amounts started from past few years and having
additions and deletion in value term. It has o/s balance aggregating to Rs. 18.67 milllion (31 March 2023 Rs. 19.30 million) as on reporting date and is
primarily secured against hypothecation of respective vehicles.
Finance Lease against commercial vehicles repayable generally in 60 monthly instalments of various amounts started from past few years and having
additions and deletion in value term. It has o/s balance aggregating to Rs. 2.47 million (31 March 2023 Rs. 3.69 million) as on reporting date and is
primarily secured against hypothecation of respective vehicles.

Unsecured loans from related parties & others carry interest @ 0 -9% p.a. ( previous year 0-9% p.a.) These do not carry any specific maturity date but are
c)
revolving in nature.

336
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

21 Other Financial Liabilities

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Security Deposits 73.42 63.54 58.38

Total 73.42 63.54 58.38

22 Long term provisions

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Employee benefit provisions
` For Gratuity 21.10 20.31 19.84
Total 21.10 20.31 19.84
- -

23 Deferred tax liabilities (Net)

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Deferred tax liabilities (net) (21.51) (10.27) (10.07)

Total (21.51) (10.27) (10.07)

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Deferred tax movement - Balance Sheet

Particulars Charge/(credit)
As at Charge/(credit) to other
March 31, to Statement of comprehensive As at
2023 Profit and Loss income March 31, 2024
Property, plant and equipment and intangible assets (3.70) 13.91 10.21
Right of use assets (13.20) 3.10 (10.10)
Investments - -
Total deferred tax liabilities (16.90) 17.01 - 0.11

Set-off of deferred tax assets pursuant to set-off provisions

Lease liaibility 14.36 (3.02) 11.34
Security deposit 0.03 (1.49) (1.47)
Employee benefit provisions 12.79 (0.36) (0.90) 11.52
Borrowings - -
Others - -
Total deferred tax assets 27.17 (4.88) (0.90) 21.40

Net deferred tax assets / (liabilities) 10.27 12.14 (0.90) 21.51

Particulars Charge/(credit)
As at Charge/(credit) to other
April 1, to Statement of comprehensive As at
2022 Profit and Loss income March 31, 2023
Property, plant and equipment and intangible assets (2.64) (1.07) - (3.70)
Right of use assets (12.87) (0.32) (13.20)
Total deferred tax liabilities (15.51) (1.39) - (16.90)

Set-off of deferred tax assets pursuant to set-off provisions

Lease liaibility 13.41 0.95 14.36
Security deposit 0.03 (0.01) 0.03
Employee benefit provisions 12.13 1.70 (1.05) 12.79
Borrowings
Others - - - -
Total deferred tax assets 25.57 2.65 (1.05) 27.17

Net deferred tax assets / (liabilities) 10.07 1.26 (1.05) 10.27

337
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated
Particulars Charge/(credit)
As at Charge/(credit) to other
April 1, to Statement of comprehensive As at
2021 Profit and Loss income March 31, 2022
Property, plant and equipment and intangible assets (3.73) 1.10 - (2.64)
Derivatives
Right of use assets (15.22) 2.35 (12.87)
Total deferred tax liabilities (18.96) 3.45 - (15.51)

Set-off of deferred tax assets pursuant to set-off provisions

Lease liaibility 15.18 (1.76) 13.41
Security deposit 0.04 (0.01) 0.03
Investments - - - -
Employee benefit provisions 10.42 1.39 0.32 12.13
Borrowings
Others - - - -
Total deferred tax assets 25.64 (0.39) 0.32 25.57

Net deferred tax assets / (liabilities) 6.68 3.06 0.32 10.07

Financial Liabilities - Current

24 Borrowings
Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Secured
Working Capital facilities from Banks
Buyer's credit from bank 136.23 343.92 131.06
Cash credit from banks (refer note (i) below) 1,009.01 917.39 520.37
` Packing credit from bank 146.15 112.94 159.38
Other secured loan from NBFC - 200.00 -
Current maturity of long term borrowing 68.67 98.72 65.06

Total 1,360.06 1,672.96 875.88

Cash credit facility is repayable on demand and carries interest linked with base rate. Cash credit facility including its sub-limits of FCNR, WCDL,
PCL/PCF, PSL and Buyer’s Credit and also loan from Bajaj Finance Limited ( NBFC) is secured against hypothecation of current assets along with
collateral security of industrial & commercial properties in the name of company situated in Jammu and Kashmir (J & K), Punjab, Haryana, Gujarat and
Delhi. The Directors Mr. Om Prakash Aggarwal, Mr. Sanjay Aggarwal and Mrs. Anshu Aggarwal have given personal guarantees against this facility.

25 Trade payables
Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Trade payables
Trade payables
(i) Total dues to micro, small and medium enterprises* 279.52 50.70 59.66
(ii) Total dues to creditors other than micro enterprises and small enterprises** 817.84 767.64 951.40

Total 1,097.36 818.35 1,011.06

*MSME information has been determined to the extent such parties have been identitied on the basis of information available with the Company.

**Includes dues to Related Parties INR 6.79 million/- (31 March 2023: INR 38.91 milllion, 01 April 2022: INR 26.93 million )

338
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

Trade payables Ageing Schedule

As at 31 March 2024 Not due Outstanding for following periods from due date of payment Total

< 1 year 1-2 years 2-3 years > 3 years

Total outstanding dues of micro enterprises and
small enterprises 279.52 279.52
Total outstanding dues of creditors other than
micro enterprises and small enterprises 817.09 0.53 0.14 0.08 817.84
Disputed dues of micro enterprises and small - - - -
enterprises -
Disputed dues of creditors other than micro - - - -
enterprises and small enterprises -

- 1,096.61 0.53 0.14 0.08 1,097.36

As at 31 March 2023 Not due Outstanding for following periods from due date of payment Total

< 1 year 1-2 years 2-3 years > 3 years

Total outstanding dues of micro enterprises and
small enterprises 50.70 50.70
Total outstanding dues of creditors other than
micro enterprises and small enterprises 767.42 0.14 0.03 0.04 767.64
Disputed dues of micro enterprises and small
enterprises - - - - -
Disputed dues of creditors other than micro
enterprises and small enterprises - - - - -

- 818.13 0.14 0.03 0.04 818.35

As at 31 March 2022 Not due Outstanding for following periods from due date of payment Total
< 1 year 1-2 years 2-3 years > 3 years
Total outstanding dues of micro enterprises and
small enterprises 59.66 59.66
Total outstanding dues of creditors other than
micro enterprises and small enterprises 950.87 0.24 0.24 0.04 951.40
Disputed dues of micro enterprises and small
enterprises - - - - -
Disputed dues of creditors other than micro
enterprises and small enterprises - - - - -

- 1,010.53 0.24 0.24 0.04 1,011.06

Trade payables are non-interest bearing and are normally settled on 30-90 days terms.

26 Other financial liabilities

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Financial liabilities at amortised cost

Creditors for capital expenditure 16.70 11.69 9.36

Interest accrued on borrowings 4.48 4.10 0.97
Employee payables
- to related parties 1.95 1.92 1.81
- to others 41.82 27.81 24.13
` Advances from customers 82.68 123.66 1.22
Other payable 60.48 30.01 29.60

Total 208.12 199.20 67.08

339
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

27 Current tax liabilities

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Current tax liabilities 108.11 79.88 95.27

Total 108.11 79.88 95.27

28 Other current Liabilities

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Statutory dues 19.47 13.79 13.94

Total 19.47 13.79 13.94

29 Short Term Provisions

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Employee benefit provisions
` For Gratuity 8.75 8.13 7.72
For Earned Leave 0.48 0.45 0.48
Total 9.23 8.58 8.20

340
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

30 Revenue from operations

Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Sale
Domestic Sales 4,965.68 4,995.01 4,026.81
Export Sales 753.27 688.39 1,039.39
A 5,718.95 5,683.41 5,066.21

Other Operating Revenue

Government Grants * 15.44 6.72 8.80
B 15.44 6.72 8.80

Less: Discount on sales C (212.06) (193.57) (202.91)

Total (A+B+C+) 5,522.34 5,496.56 4,872.10

Refer note 41 for disclosure regarding Revenue recognised under contracts.

31 Other Income
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Interest Income:
Fixed deposits with banks 1.22 1.95 1.19
Interest Others 8.64 0.16 1.03
Interest income on unwinding of security deposit 0.07 0.06 0.05
Rental Income 0.12 0.18 2.43
Income from Export Incentive- Licence 4.98 4.26 6.41
` Profit / (Loss) on Sale of Investment - - 0.97
Miscellaneous Income 20.51 18.72 18.13
Total other income 35.53 25.33 30.20

32 Cost of raw material and components consumed/sold

Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Raw Material
Inventory at the beginning of the year 932.90 669.92 784.02
Add: Purchases (net of returns & sales) 3,332.83 4,167.23 2,667.10
4,265.73 4,837.15 3,451.13
Less: inventory at the end of the year 525.89 932.90 669.92
Cost of raw material consumed 3,739.85 3,904.25 2,781.21

Packing Material
Inventory at the beginning of the year 62.89 73.75 77.89
Add: Purchases 323.37 268.49 277.61
386.26 342.24 355.50
Less: inventory at the end of the year 99.46 62.89 73.75
Cost of Packing material consumed 286.80 279.35 281.75

Total Cost of raw material and components consumed 4,026.65 4,183.60 3,062.96

341
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

33 Details of purchase of traded goods

Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Purchase of Traded Goods 151.81 215.24 497.91

Total 151.81 215.24 497.91

34 (Increase)/Decrease in inventories
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Inventories at the end of the year
Finished goods
1,323.11 1,022.25 715.60
Traded goods 3.64 72.78 58.71

1,326.75 1,095.03 774.31

Inventories at the beginning of the year
Finished goods 1,022.25 715.60 735.57
Traded goods 72.78 58.71 83.62

1,095.03 774.31 819.18

Total (Increase)/Decrease in inventories (231.72) (320.72) 44.88

35 Employee benefit expenses

Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Salaries, wages and bonus 361.82 322.53 276.27
Contribution to provident and other funds 15.88 15.24 13.76
Gratuity expense (also refer note 42) 5.97 5.55 5.14
Staff welfare expenses 5.23 5.89 2.86
Total employee benefit expenses 388.90 349.21 298.03

36 Finance costs
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Interest and finance charges on financial liabilities not at
fair value through profit or loss
Interest on term loans 7.01 9.22 12.45
` Interest on Vehicle loans 1.89 1.81 2.01
Interest on CC Limits, buyer's credit and demand loans 103.10 78.96 27.02
Interest on Borrowings & Others 7.00 14.07 7.18
Interest on Lease Liabilities 4.55 5.37 4.98
Bank charges and commission 5.92 7.02 6.67
Total finance costs 129.48 116.45 60.30

342
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated
37 Depreciation and amortization expense
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Depreciation of property, plant and equipment Refer Note 3 86.15 78.10 68.82
Depreciation on Investment Properties Refer Note 5 - 0.15 0.15
Amortization of intangible assets Refer Note 6 3.79 5.40 7.70
Depreciation of Right-of-use assets Refer Note 8 13.13 12.49 9.34
Total depreciation and amortization expenses 103.07 96.14 86.01

38 Other expenses
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Consumption of stores and spares 18.05 20.76 10.53
Power and fuel Expenses 46.29 51.26 32.09
` Packing & Material Processing Charges 53.57 53.50 51.23
Freight & Forwarding Expenses 117.05 103.95 120.70
Repairs and Maintenance
Buildings 0.87 0.43 2.38
Plant & Machinery 11.90 9.74 5.51
Others 13.45 17.89 9.94
Pollution Control Expenses 2.06 2.30 1.69
Advertising and sales promotion 129.60 105.61 105.79
Communication expenses 3.90 3.50 3.44
Vehicle Running & Maintenance Expenses 7.02 9.37 9.17
-
-
Brokerage and commission 18.47 18.07 27.57
Travelling and conveyance 99.09 78.73 57.59
Rent 4.75 8.63 4.18
Insurance 21.44 19.91 19.47
-
Printing and Stationery 1.60 1.64 1.39
Legal and Professional Fees 15.92 15.12 14.22
Director Sitting Fees 0.02 0.02 0.02
Payment to Auditors Refer Note 38(a) 1.33 1.33 1.13
-
Rates and taxes 8.44 4.51 2.93
Security Charges 0.68 0.85 0.60
Corporate Social Responsibility Refer Note 38(b) 6.55 6.45 5.45
Quality Testing Expenses 12.77 11.67 9.32
-
Provision for impairment of trade receivables 0.44 0.48 2.13
Exchange difference (net) (10.30) 28.02 (6.35)
Bad debts written off 0.85 1.11 0.80
Miscellaneous Expenses 6.81 5.61 3.75

Total other expenses 592.62 580.47 496.67

38(a) Details of payment to auditors (excluding GST as applicable)

Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
As auditor
Statutory Audit Fees 1.20 1.20 1.00
Tax Audit Fees
In other capacity
Taxation & Other Matters 0.11 0.11 0.10
Total 1.31 1.31 1.10

343
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

38(b) Corporate social responsibility

Details of CSR expenditure
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
a) Gross amount required to be spent during the year 6.52 6.34 5.40

b) Amount spent during the year:

i) Construction/acquisition of any asset
ii) On purposes other than (i) above 6.55 6.45 5.45

c) Details related to spent / unspent obligations: NA NA NA

i) Contribution to Public Trust
ii) Contribution to Charitable Trust*
iii) Unspent amount in relation to:
- Ongoing project
- Other than ongoing project
- - -

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The company’s policy covers current as well as
proposed CSR activities to be undertaken by the company and examining their alignment with Schedule VII of the Act.

The company proposes to implement its CSR activities in various sectors which include promoting Education, green initiatives, and facilities for
senior citizens, vocational & entrepreneurship skills, medical aid & healthcare, old age homes, rural development projects and others.

39 Exceptional Items
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Gain on sale of property, plant and equipment (Net) (36.65) 1.63 0.78

Total (36.65) 1.63 0.78

40 Income tax expense

This note provides an analysis of the Company’s income tax expense, shows how the tax expense is affected by non-assessable and non-deductible
items.
Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
(a) Income tax expense
Current tax on profits for the year 108.11 79.88 95.27
Tax of earlier years (17.89) 0.28 0.47
(Decrease) increase in deferred tax liabilities (12.14) (1.26) (3.06)
Income tax expense 78.09 78.90 92.68

(b) Reconciliation of tax expense and the accounting profit multiplied by the India's tax rate
Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Profit before income tax expense 360.42 303.14 356.32

Tax at the Indian tax rate of 25.17% 90.71 76.29 89.68

Tax effect of amounts which are not deductible in calculating taxable income 1.65 1.62 1.37
Others (14.27) 0.99 1.63
Income tax expense 78.09 78.90 92.68

344
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

41 Revenue Recognised Under Contracts

a)The disaggregation of revenue earned under contracts as per Ind AS-115 is as follows:
Particulars Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Category-wise:
Revenue recognised at the point of time:
-Fertilizer 413.98 364.92 314.27
-Fertilizer Liquid 45.26 114.51 79.04
-Pesticides Liquid 2,080.53 1,866.18 1,950.90
-Pesticides Wdp 1,272.88 1,237.74 1,208.46
-Technical 1,678.34 2,038.91 1,259.17
Sale of Raw Material 228.47 61.15 245.82
Others 8.55
5,719.45 5,683.41 5,066.21
Geography-wise
Within India 4,966.18 4,995.01 4,026.81
Outside India 753.27 688.39 1,039.39
5,719.45 5,683.41 5,066.21

b) Revenue-related receivables and contract liabilities at the year end:

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Trade receivables (refer note 13) 2,213.71 1,764.66 1,415.99
Contract liabilities (refer note 26) 82.68 123.66 1.22

c) Reconciling the amount of revenue recognised during the year in the statement of profit and loss with the contracted price:

As at As at As at
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Revenue as per contracted price 5,719.45 5,683.41 5,066.21
Reductions towards variable consideration components* 212.06 193.57 202.91
Revenue from contracts with customers 5,507.40 5,489.84 4,863.30
* The reduction towards variable consideration comprises of discounts, sales commission, etc.

345
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

42 Employee benefit

(a) Defined contribution plan

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss (also refer note 35):
Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Employers’ Contribution to Employee’s Provident Fund (including admin charges) 14.63 13.83 12.48
Employers’ Contribution to Employee’s State Insurance 1.26 1.41 1.29
Total 15.88 15.24 13.76

(b) Defined benefit plan

(i) Gratuity
The company has a defined benefit for gratuity. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days
salary (last drawn salary) for each completed year of service.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts
recognized in the balance sheet for the respective plans.

Net defined benefit obligation are as follows: As at As at As at

March 31, 2024 March 31, 2023 March 31, 2022
The principal assumptions used in determining gratuity benefit obligations for the company’s plan are shown below:
Rate of discounting 7.10% 7.20% 6.50%
Rate of salary increase 10.00% 10.00% 10.00%
Rate of employee turnover -- -- --
Mortality rate during employment IALM 2012-14 ult. IALM 2012-14 ult.IALM 2012-14 ult.

Changes in the present value of the defined benefit obligation are as follows:
Opening defined benefit obligation 28.44 27.56 22.46
Interest cost 2.05 1.79 1.41
Current service cost 3.92 3.71 3.68
Past service cost - - -
Benefits paid (1.96) (0.45) (1.27)
Actuarial (gain) / loss - - (0.17)
Due to change in Demographic assumptions 0.11 (0.75) (0.60)
Due to change in financial assumptions (2.70) (3.41) 2.05
Due to change in experience 29.85 28.44 27.56
Closing defined benefit obligation

Changes in the Fair Value of Plan Assets are as As at As at As at

follows: March 31, 2024 March 31, 2023 March 31, 2022
Fair value of plan assets at the beginning of the year - - -
Interest income - - -
Contributions by the employer - - -
Benefits paid - - -
Return on plan assets, excluding interest income - - -
Fair Value of Plan Assets at the End of the Period - - -

As at As at As at
Reconciliation of fair value of plan assets and defined benefit obligation: March 31, 2024 March 31, 2023 March 31, 2022
Present value of defined benefit obligation 29.85 28.44 27.56
Fair value of plan assets - - -
Plan asset / (liability) 29.85 28.44 27.56

Expenses recognised in profit and loss Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Net interest cost 2.05 1.79 1.41
Current service cost 3.92 3.71 3.68
Past service cost - - -
Net expense 5.97 5.50 5.09

Expenses recognised in other comprehensive income Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Actuarial (gain) / loss on defined benefit obligation (2.60) (4.16) 1.28
Return on Plan Assets, excluding Interest Income - -
Total expense recognised in statement of other comprehensive income (2.60) (4.16) 1.28

346
Major categories of plan assets of the fair value of the total plan assets

Insurance fund - - -
Cash And Cash Equivalents - - -
Total

A quantitative sensitivity analysis for significant assumption is as shown below:

Defined benefit obligation (base) 29.85 28.44 27.56
Change in discount rate
Increase by 1% 28.81 27.44 26.52
Decrease by 1% 30.98 29.53 28.68
Change in rate of salary increase
Increase by 1% 30.89 29.44 28.58
Decrease by 1% 28.87 27.50 26.59
Change in rate of employee turnover
Increase by 1% - - -
Decrease by 1% - - -

The following payments are expected contributions to the defined benefit plan in future years: As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Weighted average duration of the defined benefit plan obligation 6 years 6 years 6 years

Within next 12 months 9.06 8.42 7.97

Between 1 and 5 years 14.94 14.30 13.43
More than 5 years 16.75 16.46 15.87
40.75 39.17 37.27

(c) Risk exposure

Interest rate risk: A fall in the discount rate which is linked to the Government Security Rate will increase the present value of the liability requiring higher provision. A fall in
the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members
more than assumed level will increase the plan's liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the
reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix
of investments in government securities, and other debt instruments.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this
generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although
probability of this is very less as insurance companies have to follow regulatory guidelines.

347
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

43 Significant estimates, judgements and assumptions

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities, accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or
liabilities affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
The Company based its assumptions and estimates on parameters available when the separate financial statements were prepared. Existing
circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are
beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Contingent liabilities
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legal and other
claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The
assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use
of estimates regarding the outcome of future events.

Taxes
There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination
is uncertain. Where the final tax outcome of these matters is different from the amounts initially recorded, such differences will impact the
current and deferred tax provisions in the period in which the tax determination is made. The assessment of probability involves
estimation of a number of factors including future taxable income.

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model on trade receivables.

The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix
is based on its histroically observed default rates over the expected life of the trade receivable and is adjusted for forward looking
estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed.

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or
when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable
amount is the higher of an asset’s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount
of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre- tax discount rate that reflects current market
assessment of the time value of money and the risk specific to the asset. In determining fair value less cost of disposal, recent market
transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations
are corroborated by valuation multiples or other available fair value indicators.

Defined benefit plans (gratuity)

The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the
complexities involved in the valuation and its long-term nature, a defined benefit obligation is sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the
management considers the interest rates of government bonds in India.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at
interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates in
India. Further details about gratuity obligations are given in Note 42.

Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company
uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of
each reporting period.

348
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

44 Ratio Analysis and its elements

Ratio Numerator Denominator As at As at As at

March 31, 2024 March 31, 2023 March 31, 2022
Current ratio Current Assets Current Liabilities 1.61 times 1.5 times 1.55 times

Debt- Equity Ratio Total Debt Shareholder’s Equity 0.69 times 0.96 times 0.59 times

Debt Service Coverage ratio Net profit after taxes + Interest & Lease Payments 2.39 times 1.9 times 2.98 times
Non-cash operating + Principal Repayments
expenses
Return on Equity ratio Net Profits after taxes Average Shareholder’s 12.98% 11.69% 15.75%
Equity
Inventory Turnover ratio Cost of goods sold Average Inventory 1.95 times 2.26 times 2.25 times

Trade Receivable Turnover Ratio Net credit sales Average Trade Receivable 2.78 times 3.46 times 3.93 times

Trade Payable Turnover Ratio Net credit purchase Average Trade Payables 3.64 times 4.79 times 2.95 times

Net Capital Turnover Ratio Net sales Current assets – Current 3.23 times 3.93 times 4.23 times
liabilities
Net Profit ratio Net Profit Net sales 6.53% 5.52% 7.31%

Return on Capital Employed Earnings before interest Tangible Net Worth + 12.68% 10.69% 14.78%
and taxes Total Debt + Deferred Tax
Liability

Return on investment NA NA NA NA NA

Note :
Corresponding period ratio updated as per regrouping and reclassification made in the previous year period.

349
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

45 Related party transactions

(i) Names of related parties and related party relationship:-

a) Individuals owning directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company and Key
Management Personnel (KMP)
1 Mr. Om Prakash Aggarwal
2 Mr. Sanjay Aggarwal
3 Mrs. Anshu Aggarwal
4 Mr. Bhupender Kaushik

b) Key Management Personnel (KMP)

1 Mr. Pushap Kumar
2 Mr. Manoj Gupta - CFO
3 Mr. Saurabh Abhiranjan - CEO ( resigned w.e.f. 13-06-2023)
4 Ms. Sakshi Jain - Company Secretary (resigned w.e.f. 13.05.2023 and re-appointed w.e.f. 11-03-2024)
5 Ms. Monika Sharma - Company Secretary ( appointed w.e.f. 20.06.2023 resigned w.e.f. 10-03-2024)

c) Independent directors
1 Sh. Rahul Gupta
2 Sh. Sandeep Bhutani

d) Relatives of KMPs

1 Ms. Shriya Kaushik daughter of Mr. Bhupender Kaushik, Director

2 Mrs. Nisha Kaushik wife of Mr. Bhupender Kaushik, Director
3 Mr. Shrey Kaushik son of Mr. Bhupender Kaushik, Director
4 Ms. Sanshi Aggarwal daughter of Mr. Sanjay Aggarwal, Director
5 Mr. Arnav Aggarwal son of Mr. Sanjay Aggarwal, Director
6 Mrs. Arunika wife of Mr. Manoj Gupta, CFO
7 Mrs. Neelam Abhiranjan wife of Mr. Saurabh Abhiranjan, CEO ( resigned w.e.f. 13-06-2023)

e) Enterprises over which key management personnel and their relatives have control / significant influence:
1 Om Prakash Aggarwal (HUF)
2 Indo Organics Pvt.Ltd. (formerly Sierre Cropsciences Pvt. Ltd.) ,
3 Max Indo Private Limited
4 H P M Industries Limited
5 EYL Ventures LLP (formerly Indogulf Pharma LLP)
6 Abhiprakash Infra Private Limited
7 Sanjay Aggarwal (HUF)
8 Crystal Crop Protection Limited
9 Insecticides (India) Limited
10 Glownet Sciences Private Limited

350
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

(ii) Transactions during the year with related parties:-

Particulars Enterprises over which key management personnel Subsidiary / Joint Venture / Trust Individuals owning directly or indirectly, an interest Key Management Personnel Relatives of Key Management Personnel Independent Directors
and their relatives have control / significant in the voting power of the Company that gives them
influence significant influence over the Company and Key
Management Personnel (KMP)

Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022

Rent Paid - - - - - - 11.08 7.10 6.68 - - - 1.24 1.14 0.84 - - -

Smt. Anshu Aggarwal 5.78 4.65 4.23 - - - - - - - - -
Sanjay Aggarwal 5.30 2.45 2.45 - - - - - - - - -
O.P. Aggarwal(HUF) - - - 0.84 0.84 0.84 - - -
Arnav Aggarwal - - - 0.40 0.30 - - - -

Rent for Vehicles - - - - 0.50 0.50 0.50 - - - - - -

Sh. Sanjay Aggarwal - - - - - - 0.50 0.50 0.50 - - - - - - - - -

Interest on Loans/Deposits - - - - 0.48 0.52 2.23 - - - - - 0.08 - -

Smt. Anshu Aggarwal - - - - - - 0.48 0.52 2.23 - - - - - - - - -
Sanshi Aggarwal - - - - - - - - - - - - - - 0.08 - - -

Sales to related party 168.36 218.33 151.26 - - - - - - - - - - - - - - -

Indo Organics Private Limited 99.27 175.74 115.46
Insecticides (India) Ltd. 19.15 28.66 19.06
Crystal Crop Protection Limited 49.94 0.18 16.74
EYL Ventures LLP
(formerly Indogulf Pharma LLP) - 13.74 -
Glownet Sciences Limited 0.00 - -

Purchases from related party 90.79 234.56 260.80 - - - - - - - - - - - - - - -

Max Indo Private Ltd. 23.09 20.85 18.59
Indo Organics Private Limited - 86.04 134.42
Insecticides (India) Ltd. 54.69 42.80 41.06
Crystal Crop Protection Limited 12.76 53.43 66.57
EYL Ventures LLP
(formerly Indogulf Pharma LLP) - 21.35 0.16
HPM Industries limited - 10.07 -
Glownet Sciences Limited 0.25 - -

Rental Income 0.12 0.03 2.00 - - - - - - - - - -

Max Indo Private Ltd. - - 2.00
Abhiprakash Infra Private Limited 0.12 0.03 -

Interest Income - - 3.76

EYL Ventures LLP
- -
(formerly Indogulf Pharma LLP) 3.76

Loans Accepted - - - - - - 119.12 71.05 75.60 - - - - - 61.45 - - -

Anshu Aggarwal 1.75 7.40 14.45 -
Om Parkash Aggarwal 35.69 26.95 28.80 -
Sanjay Aggarwal 81.68 36.70 32.35 -
O.P. Aggarwal(HUF) 36.05
Sanjay Aggarwal (HUF) 21.40
Sanshi Aggarwal 4.00

Loans Repaid - - - - - - 158.44 65.38 142.66 - - - - - 4.00 - - -

Anshu Aggarwal 7.69 9.43 42.80 -
Om Parkash Aggarwal 55.45 24.15 35.45 -
Sanjay Aggarwal 95.29 31.80 64.41 -
Sanshi Aggarwal 4.00

Advances Given - 6.41 10.44 - - - - - - - - - -

EYL Ventures LLP
(formerly Indogulf Pharma LLP) - 5.26 10.44
Glownet Sciences Private Limited - 1.15 -

351
 Particulars Enterprises over which key management personnel Subsidiary / Joint Venture / Trust Individuals owning directly or indirectly, an interest Key Management Personnel Relatives of Key Management Personnel Independent Directors
and their relatives have control / significant in the voting power of the Company that gives them
influence significant influence over the Company and Key
Management Personnel (KMP)

Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022 March 31, 2024 March 31, 2023 March 31, 2022

Advances Received Back 1.15 60.30 - - - - - - - - - -

EYL Ventures LLP
(formerly Indogulf Pharma LLP) - 50.40
Glownet Sciences Private Limited 1.15 -
H P M Industries Limited - 9.90

Expenses recovered 0.50 0.24 - - - - - - - - - -

Indo organics Private Limited 0.36 0.24
Crystal Crop Protection Limited 0.10 -
Glownet Sciences Private Limited 0.05 -

Salary Paid - - - - - - - - 4.75 5.58 5.00 - -

Nisha Kaushik 1.50 1.50 1.50
Shrey Kaushik 1.20 1.20 1.13
Shriya Kaushik 0.90 0.90 0.90
Arunika 0.97 0.90 0.84
Sanshi Aggarwal - - 0.30
Neelam Abhiranjan 0.19 1.08 0.34

Purchase of Capital Goods 7.18 2.41 - - - - - - - - - -

EYL Ventures LLP (formerly
Indogulf Pharma LLP) 7.18 2.41

Expenses paid 0.25 2.17 4.37 - - - - - - 1.20 1.20 0.40 - -

EYL Ventures LLP (formerly
Indogulf Pharma LLP) - 0.23 4.29
Glownet Sciences Private Limited 0.25 - -
EYL Ventures LLP (formerly
Indogulf Pharma LLP) - 1.85 0.08
Glownet Sciences Private Limited 0.00 0.08 -
Sanshi Aggarwal - - - 1.20 1.20 0.40

Remuneration paid * - - - - 41.39 41.32 34.80 2.48 3.90 2.75 - - - -

Sh. Om Parkash Aggarwal 19.20 19.20 16.00
Sh. Sanjay Aggarwal 19.20 19.20 16.00
Sh. Bhupender Kaushik 1.90 1.90 1.90
Sh.Pushap Kumar 1.09 1.02 0.90
Sh. Saurabh Abhiranjan 0.30 1.74 0.65
Sh. Manoj Gupta 1.82 1.77 1.71
Ms. Monika Sharma 0.27 - -
Ms. Shweta Sharma - - 0.27
Ms. Sakshi Jain 0.09 0.38 0.12

Sitting fees - - - - - - - - - - 0.02 0.02 0.02

Sh. Rahul Gupta 0.01 0.01 0.02
Sh. Sandeep Bhutani 0.01 0.01 0.01

* Excluding post employment benefits

NOTE:
Entity namely “Ichiban Crop Science Limited” was inadvertently disclosed as a related party in the Audited Financial Statements for the year ended March 31, 2023 and March, 31 2022 reflecting following transactions. As per the guidance provided in IND AS 24, “Related party Disclosures” and discussions with the aforesaid party, M/s. Ichiban Crop Science
1 Limited does not satisfy the criteria to be classified as a related party and hence has not been reflected as a related party in these Restated Consolidated Financial Statements.
2022-23 2021-22
Sales 103.20 4.85
Purchase 115.89 43.45
Freight expense 0.01 -

Entity namely “Congrates Agropack Private Limited” was inadvertently disclosed as a related party in the Audited Financial Statements for the year ended March 31, 2023 and March, 31 2022 reflecting following transactions. As per the guidance provided in IND AS 24, “Related party Disclosures” and discussions with the aforesaid party, M/s. Congrates
2 Agropack Private Limited does not satisfy the criteria to be classified as a related party and hence has not been reflected as a related party in these Restated Consolidated Financial Statements.
2022-23 2021-22
Sales 35.21 134.42
Purchase 41.69 -

This error has been rectified in these restated financials and even related party disclosure.

352
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

(iii) Balance outstanding with related parties

Particulars Enterprises over which key management Subsidiary / Joint Venture / Trust Individuals owning directly or indirectly, an Key Management Personnel Relatives of Key Management Personnel Independent Directors
personnel and their relatives have control / interest in the voting power of the Company
significant influence that gives them significant influence over the
Company and Key Management Personnel
(KMP)

As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March
31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022
Remuneration payable - - - - 1.95 1.92 1.81 0.17 0.27 0.23 - - - -
Sh. Om Prakash Aggarwal 0.99 0.99 0.85 - - -
Sh. Sanjay Aggarwal 0.77 0.77 0.80 - - -
Sh. Bhupender Kaushik 0.11 0.10 0.11 - - -
Sh. Pushap Kumar 0.08 0.07 0.05 - - -
Sh. Saurabh Abhiranjan - - - - 0.14 0.08
Sh. Manoj Gupta - - - 0.11 0.11 0.12
Ms. Sakshi Jain - - - 0.04 0.02 0.03
Ms. Monika Sharma - - - 0.01 - -

Loan Payable - - - - - 39.32 33.19 - - - - - -

Sh. Om Prakash Aggarwal - 19.76 16.96
Sh. Sanjay Aggarwal - 13.62 8.72
Smt. Anshu Aggarwal - 5.94 7.51

Trade Payables 7.68 39.76 13.11

Indo Organics Pvt Ltd. (0.03) 0.85 (0.04)
Max Indo Pvt. Ltd. 6.79 2.11 1.43
Insecticides (India) Ltd. 0.92 27.14 10.26
Crystal Crop Protection Limited - 2.65 1.41
EYL Ventures LLP
(formerly Indogulf Pharma LLP) - 7.00 0.05
HPM Industries Limited - 0.01 -

Trade Receivables 205.71 140.97 115.20

Indo Organics Pvt Ltd. 133.94 140.97 98.08
Insecticides (India) Ltd. 12.67 - 0.01
Crystal Crop Protection Limited 59.05 - 16.65
EYL Ventures LLP
(formerly Indogulf Pharma LLP) - - 0.47
Glownet Sciences Private Limited 0.05 - -

Advances given - 1.15 55.04 - - - - - - - - - -

H P M Industries Limited - - 9.90
EYL Ventures LLP
(formerly Indogulf Pharma LLP) - - 45.14
Glownet Sciences Private Limited - 1.15 -

Salary payable - - - - - - 0.35 0.41 0.39 - - - -

Nisha Kaushik 0.10 0.10 0.10
Shrey Kaushik 0.09 0.08 0.08
Shriya Kaushik 0.07 0.07 0.07
Arunika 0.08 0.07 0.06
Neelam Abhiranjan - 0.08 0.07
Sanshi aggarwal -
-
Rental Income receivable 0.18 0.04 - - - - - - - - - -
Abhiprakash Infra Pvt Ltd 0.18 0.04

RENT PAYABLE - - - - - 0.65 - - - - - -

Smt. Anshu Aggarwal - 0.65
Arnav Aggarwal - 0.09

Rent Payable for Vehicles - - - - 0.10 0.01 - - - - - -

Sh. Sanjay Aggarwal 0.10 0.01

- -

353
 Particulars Enterprises over which key management Subsidiary / Joint Venture / Trust Individuals owning directly or indirectly, an Key Management Personnel Relatives of Key Management Personnel Independent Directors
personnel and their relatives have control / interest in the voting power of the Company
significant influence that gives them significant influence over the
Company and Key Management Personnel
(KMP)

As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March
31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022 31, 2024 31, 2023 31, 2022

iv) Key management personnel compensation

Particulars Year ended Year ended Year ended

March 31, 2024 March 31, 2023 March 31,
2022
Short-term employee benefits 43.87 45.22 37.28
Post-employment benefits 0.31 0.30 0.25
Long-term employee benefits - -
Total 44.18 45.51 37.53

v) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free. There have been no guarantees provided or received for any related party receivables or payables. This assessment is
undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

NOTE:
Entity namely “Ichiban Crop Science Limited” was inadvertently disclosed as a related party in the Audited Financial Statements for the year ended March 31, 2023 and March, 31 2022 reflecting following balances. As per the guidance provided in IND AS 24, “Related party Disclosures” and discussions with the aforesaid party, M/s.
1 Ichiban Crop Science Limited does not satisfy the criteria to be classified as a related party and hence has not been reflected as a related party in these Restated Consolidated Financial Statements.
31.03.2023 31.03.2022
Trade Receivable 28.95 (0.11)
Trade Payable 1.50 7.46

Entity namely “Congrates Agropack Private Limited” was inadvertently disclosed as a related party in the Audited Financial Statements for the year ended March 31, 2023 and March, 31 2022 reflecting following transactions. As per the guidance provided in IND AS 24, “Related party Disclosures” and discussions with the aforesaid party,
2 M/s. Congrates Agropack Private Limited does not satisfy the criteria to be classified as a related party and hence has not been reflected as a related party in these Restated Consolidated Financial Statements.
31.03.2023 31.03.2022
Trade Receivable (0.06) 71.95
Trade Payable 0.01 -

This error has been rectified in these restated financials and even related party disclosure.

354
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

46 Financial Instruments

1 Fair value measurements

As at March 31, 2024 As at March 31, 2023 As at April 1, 2022
(i) Financial instruments by category Note FVTPL FVTOCI Amortised cost FVTPL FVTOCI Amortised cost FVTPL FVTOCI Amortised cost
a) Financial assets - Non-current
Security deposits 9 - - 5.83 - - 6.62 - - 6.11

b) Financial assets - Current

Trade receivables 13 - - 2,213.71 - - 1,764.66 - - 1,415.99
Cash and cash equivalents 14 - - 29.16 - - 36.87 - - 47.93
Other bank balances - - - - - - - - - -
Loans to related parties - - - - - - - - - -
Interest accrued but not due on fixed 15 - - 0.16 - - 0.30 - - 0.26
deposits
Security deposits 15 - - - - - - - - -
Total financial assets - - 2,248.86 - - 1,808.46 - - 1,470.29

c) Financial liabilities - Non-current

Borrowings 20 - - 185.56 - - 219.22 - - 137.90
Lease liability 8 - - 35.91 - - 44.55 - - 44.92
Security deposits received from 21 - - 73.42 - - 63.54 - - 58.38
customers

d) Financial liabilities - Current

Borrowings 24 - - 1,360.06 - - 1,672.96 - - 875.88
Lease liability 8 - - 9.15 - - 12.52 - - 8.38
Trade payables 25 - - 1,097.36 - - 818.35 - - 1,011.06
Interest accrued on borrowings 26 - - 4.48 - - 4.10 - - 0.97
Interest accrue but not paid from related 26 - - - - - - - -
party
Employee payables 26 - - 43.77 - - 29.73 - - 25.94
Other Payable 26 - - 60.48 - - 30.01 - - 29.60
Total financial liabilities - - 2,870.20 - - 2,906.67 - - 2,202.38

(i) The following methods and assumptions were used to estimate the fair values
1. Cash and short-term deposits, trade receivables, loans, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

(ii) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are
(a) recognised and measured at fair value and
(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An
explanation of each level follows underneath the table.

There have been no transfers between Level 1 and Level 2 during the period.

As at March 31, 2024 As at March 31, 2023 As at April 1, 2022

Assets and liabilities which are Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
measured at amortised cost for which
fair values are disclosed
Financial assets
Security deposits - - 5.83 - - 6.62 - - 6.11
Deposits having maturity of more than - - - - - - - - -
twelve months

Financial liabilities
Long term borrowings (including - - - - - - - - -
current maturities)
Security deposits received from - - 73.42 - - 63.54 - - 58.38
customers

There have been no transfers between Level 1 and Level 2 during the period.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock
exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of
observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

(iii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:
a) the fair values of the FVTOCI investments are derived from quoted market prices in active markets.
b) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves
c) the fair value of forward foreign exchange contracts and principal swap is determined using forward exchange rates at the balance sheet date
d) the fair value of foreign currency option contracts is determined using the Black Scholes valuation model
e) the fair values of the interest-bearing borrowings and loans are determined by using discounted cash flow method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The
own non-performance risk was assessed to be insignificant.
f) the fair value of the remaining financial instruments is determined using discounted cash flow analysis using rates currently available for debt on similar terms, credit risk and remaining maturities.

355
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

(iv) Fair value of financial assets and liabilities measured at amortised cost
As at March 31, 2024 As at March 31, 2023 As at April 1, 2022
Note Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value
Financial assets
-Security deposits* 9 5.83 5.83 6.62 6.62 6.11 6.11

Financial liabilities
- Long term borrowings (including current maturities) 20 254.23 254.23 219.22 219.22 137.90 137.90
- Security deposits received from customers 21 73.42 73.42 63.54 63.54 58.38 58.38

*The management assessed that fair values of above financial instruments approximate their carrying value due to amortised cost being calculated based on the effective interest rates.

The carrying amounts of trade receivables, cash and bank balances, loans, other receivables, short term borrowings, security deposits received, trade payables, creditors for capital expenditure and other current financial
assets and liabilities are considered to be the same as fair value due to their short term maturities.

2 Financial risk management

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The
Company’s principal financial assets include trade and other receivables, security deposits, cash and cash equivalents and loans that derive directly from its operations. The Company also holds FVTOCI investments and
enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk that are summarised as under:-

Risk Exposure arising from Measurement Management

Credit risk Cash and cash equivalents, trade receivables, derivative financial Ageing analysis Diversification of bank deposits, credit limits
instruments, financial assets measured at amortised cost.

Liquidity risk Borrowings and other liabilities Cash flow forecasting Availability of committed credit lines and borrowing
facilities
Market risk - foreign exchange risk Recognised financial assets and liabilities not denominated in Indian a) Cash flow forecasting a) Forward exchange contracts
rupee (INR) b) Sensitivity analysis b) Foreign currency options
c) Currency swaps
Market risk - interest rate risk Long-term borrowings at variable rates Sensitivity analysis Interest rate swaps
Market risk - security prices Investments in equity securities Sensitivity analysis Portfolio diversification

The Company has formulated the Risk Management Policy whose objective is to ensure sustainable business expansion with stability, and to promote an upbeat approach in risk management process by eliminating risk. In
order to achieve this key objective, this policy provides a prepared and well-organized approach to manage the various types of risk associated with day to day business of the Company and minimize adverse impact on its
business objectives as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of
excess liquidity.

A) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

(i) Credit risk management

a) Trade receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly
monitored. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical data and ageing of accounts receivable.
Individual risk limits are set accordingly. New customers are analysed individually for creditworthiness before the Company's standard payment and delivery terms are offered. Sale limits are established for each customers
and reviewed periodically.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. It considers
available reasonable and supportive forward-looking information. Especially the following indicators are incorporated:
a) Actual or expected significant adverse changes in business, financial or economic conditions that are actual
b) Significant changes in the expected performance and behaviour of the customer, including changes in the payment status of customer in the company.
The maximum exposure to credit risk arising from trade receivables is provided in note 13.

b) Financial instruments and cash deposits

Credit risk from balances with banks is managed by the Company's management in accordance with the policy of the Company. Counterparty credit limits are reviewed by the Company’s management on an annual basis.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2024, March 31, 2023 and April 1, 2022 is the carrying amounts as illustrated in Note 14.

(ii) Provision for expected credit losses

Category Description of category Basis for recognition of expected credit loss provision

Security deposits Trade receivables

High quality assets, negligible credit risk Assets where the counter-party has strong capacity to meet the obligations and where the risk of default is
negligible or nil
Lifetime expected
Quality assets, low credit risk Assets where there is low risk of default and where the counter-party has sufficient capacity to meet the 12-month expected credit loss
credit losses
obligations and where there has been low frequency of defaults in the past

B) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages liquidity risk by
maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.

The Company enjoys a good reputation for its sound financial management and ability to meet in financial commitments.

356
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

Contractual maturities of financial liabilities:-

As at March 31, 2024 Note Within 1 year Between 1 and 5 More than 5 Total
years years
Long term borrowings (including current maturities) 20 68.67 185.56 - 254.23
Short term borrowings 24 1,291.39 - - 1,291.39
Lease liability including current portion 8 9.15 9.89 26.02 45.06
Trade payables 25 1,097.36 - - 1,097.36
Security deposits received from customers 21 73.42 - - 73.42
Interest accrued but not due on borrowings 26 - - - -
Employee payables 26 43.77 - - 43.77
Other payable 26 60.48 - - 60.48

Total 2,644.25 195.45 26.02 2,865.72

As at March 31, 2023 Note Within 1 year Between 1 and 5 More than 5 Total
years years
Long term borrowings 20 98.72 219.22 - 317.93
Short term borrowings 24 1,574.25 - - 1,574.25
Lease liability including current portion 8 12.52 18.05 26.49 57.06
Trade payables 25 818.35 - - 818.35
Security deposits received from customers 21 63.54 - - 63.54
Interest accrued but not due on borrowings 26 - - - -
Employee payables 26 29.73 - - 29.73
Other payable 26 30.01 - - 30.01
Total 2,627.11 237.27 26.49 2,890.88

As at April 1, 2022 Note Within 1 year Between 1 and 5 More than 5 Total
years years
Long term borrowings 20 65.06 137.90 - 202.96
Short term borrowings 24 810.82 - - 810.82
Lease liability including current portion 8 8.38 17.99 26.92 53.29
Trade payables 25 1,011.06 - - 1,011.06
Security deposits received from customers 21 58.38 - - 58.38
Interest accrued but not due on borrowings 26 - - - -
Employee payables 26 25.94 - - 25.94
Other payables 26 29.60 - - 29.60
Total 2,009.23 155.90 26.92 2,192.05

C) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other
price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates
relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. This foreign currency risk is hedged by using foreign
currency forward contracts.

357
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

Sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair
value of monetary assets and liabilities.
Impact on profit before tax
Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
USD sensitivity
Trade receivables
USD
INR/USD - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) (11.51) (0.11) (11.41)
INR/USD - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) 11.51 0.11 11.41
CNY
INR/CNY - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - - -
INR/CNY - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - - -

Advances from customer

USD
INR/USD - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) 0.29 1.26 -
INR/USD - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) (0.29) (1.26) -
CNY
INR/CNY - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - - -
INR/CNY - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - - -

Trade Payables
USD
INR/USD - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) 11.57 8.33 13.73
INR/USD - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) (11.57) (8.33) (13.73)
CNY
INR/CNY - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - 0.69 -
INR/CNY - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - (0.69) -

Advance to Vendors
USD
INR/USD - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) (0.02) - -
INR/USD - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) 0.02 - -
CNY
INR/CNY - increase by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - - -
INR/CNY - decrease by 5% (March 31, 2023: 5%, March 31, 2022: 5%) - - -

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed
at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees at floating
rates of interest.

(a) Interest rate risk exposure

The exposure of the Company's borrowings to interest rate changes at the end of the reporting period are as follows:
As at March 31, As at March 31, As at April 1,
2024 2023 2022
Variable rate borrowings

Short term borrowings 1,291.39 1,574.25 810.82

Long term borrowings (including current maturities) 254.23 317.93 202.96
Fixed rate borrowings - Long term (including current maturities) - - -
Total borrowings 1,545.62 1,892.18 1,013.78

As at the end of the reporting period, the Company had the following long term variable rate borrowings (including current maturities) and interest rate swap contracts outstanding:

As at March 31, 2024 As at March 31, 2023 As at April 1, 2022

Interest Balance % of total Interest rates Balance % of total Interest rates Balance % of total
rates loans loans loans
Bank borrowings 254.23 0.16 317.93 0 202.96 0.20
Total debt 20 & 24 & 26 1,550.11 1,896.28 1,014.75
(Less): Cash and cash equivalents 14 (29.16) (36.87) (47.93)
Net debt 1,520.94 1,859.41 966.82

Total capital 18 & 19 2,316.51 2,032.48 1,805.13

Capital and net debt 3,837.45 3,891.89 2,771.95

Gearing ratio 0 0 0
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2024, March 31, 2023 and March 31, 2022
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital

358
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

47 First time adoption of Ind AS

These are the company’s first financial statements prepared in accordance with Ind AS.
These financial statements, for the year ended March 31, 2024, are the first the Company has prepared in accordance with Ind AS. For periods
up to and including the year ended March 31, 2023 and March 31, 2022, the Company prepared its financial statements in accordance with
Previous GAAP or Indian GAAP. Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods
ending on or after March 31, 2024, together with the comparative period data as at and for the year ended March 31, 2023 aand March 31,
2022, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance
sheet was prepared as at April 1, 2021, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the
Company in restating its Previous GAAP or Indian GAAP financial statements, including the balance sheet as at April 01, 2021 and the financial
statements as at and for the year ended March 31, 2024.

An explanation of how the transition from previous GAAP to Ind AS has affected the company's financial position, financial performance and
cash flows is set out in the following notes and tables:
A. Exemptions and exceptions availed
Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind
AS.
1. Ind AS optional exemptions
a) Deemed cost
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment including capital
work-in-progress as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that
as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be
used for intangible assets including intangible assets under development covered by Ind AS 38 Intangible assets.

Accordingly, the Company has elected to measure all of the mentioned assets at their previous GAAP carrying value.

b) Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVTOCI on the basis of the facts and circumstances at the date of
transition to Ind AS. The Company has elected to apply this exemption for its investment in equity investments.

c) Lease
Ind AS 116 requires an entity to assess whether a contract or arrangement contains a lease. According to Ind AS 116, this assessment should be
carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all
arrangements based on conditions in place as on the date of transition.

2. Ind AS mandatory exceptions

a) Estimates
An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with the estimates made for the same date
in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that
those estimates were in error.

Ind AS estimates as at April 1, 2021 and March 31, 2022 are consistent with the estimates as at the same date made in conformity with previous
GAAP.

b) De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or
after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the derecognition requirements in Ind AS 109
retrospectively from a date of entity’s choosing provided that the information needed to apply Ind AS 109 to financial assets and financial
liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions. The Company has
elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

c) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets into amortised cost or FVTOCI on the basis of the facts
and circumstances that exist at the date of transition to Ind AS, if retrospective application is impracticable.

Accordingly, the Company has determined the classification and measurement of financial assets into amortised cost or FVTOCI based on the
facts and circumstances that exist on the date of transition.

359
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

47B: Reconciliation of total equity as at March 31, 2023, March 31, 2023 and March 31, 2022

Notes to first As at As at As at
time adoption March 31, 2024 March 31, 2023 March 31, 2022

Total equity (shareholder's fund) as per previous GAAP 2,323.06 2,037.36 1,808.02
Adjustments:

Fair valuation of FVTOCI Defined benefit plan 3 2.60 4.16 (1.28)

Gratuity Expense (2.60) (4.16) 1.28
Interest on Lease Liabilities 1 (14.90) (10.35) (4.98)
Depreciation of Right-of-use assets 1 (34.94) (21.82) (9.34)
Depreciation of Investment Property (1.18) (1.18) (1.03)
Amortization of Leasehold Land (0.17) (0.16) (0.15)
Rent reversal 1 44.69 27.33 11.99
Interest income on unwinding of security deposit 2 0.17 0.11 0.05
Tax impact (0.22) 1.19 0.57

Total adjustments (6.55) (4.88) (2.89)

Total equity as per Ind AS 2,316.51 2,032.48 1,805.13

Reconciliation of total comprehensive income for the year ended March 31, 2023, March 31, 2023 and March 31, 2022

Notes to first As at As at As at
time adoption March 31, 2024 March 31, 2023 March 31, 2022
Profit after tax as per previous GAAP 285.70 229.34 264.54
Adjustments:

Expected credit loss on trade receivables - - -

Gratuity Expense (2.60) (4.16) 1.28
Interest on Lease Liabilities 1 (4.55) (5.37) (4.98)
Depreciation of Right-of-use assets 1 (13.12) (12.49) (9.34)
Depreciation of Investment Property - (0.15) (0.15)
Amortization of Leasehold Land (0.01) (0.01) (0.01)
Rent reversal 1 17.37 15.33 11.99
Interest income on unwinding of security deposit 2 0.07 0.06 0.05
Tax impact 5 (0.52) 1.67 0.25
Total adjustments (3.36) (5.11) (0.90)

Profit after tax as per Ind AS 282.33 224.23 263.63

Other comprehensive income 3 and 5 1.70 3.11 (0.96)

Total comprehensive income as per Ind AS 284.03 227.35 262.68

360
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

47C. Notes to first time adoption of Ind AS:

1 Right of use assets and lease liability

Under previous GAAP, leases were recognised as operating leases. As per Ind AS 116, "Leases", a lessee is required to recognise
a lease liability representing present value of future lease payment and a corresponding right-of-use asset except in case of short-
term or low value leases. Present value of future lease payments is calculated using interest rate implicit in the lease agreement
and where such rate is not readily determinable, an entity may use incremental borrowing rate. The Company has recognised
lease liability and corresponding right-of-use assets of leased premises. The incremental borrowing rate used by the Company is
9.07% p.a. Adoption of Ind AS 116 has resulted in recognition of right-of use asset of ₹ 51.79 million as on March 31, 2022
(April 1, 2021 : ₹ 61.14 million); recognition of lease liability of ₹ 53.29 million as on March 31, 2022 ( April 1, 2021: ₹ 60.31
million). The profit for the year ended March 31, 2022 decreased by ₹ 2.33 million.

2 Security Deposit given

Under the previous GAAP, interest free security deposits that are refundable on completion of lease term are recorded at their
transaction value (costs). As per Ind AS, such balances are classified as financial assets and measured at amortized cost using
effective interest rate method as per Ind AS 109. The difference between the fair value and transaction value of the security
deposit is recorded as "Right of use assets" and is amortised over the term of the lease contract on straight-line basis. Consequent
to this change, the amount of security deposit decreased by ₹ 0.13 million as at March 31, 2022 (April 1, 2021: ₹ 0.18 million).
The profit for the year ended March 31, 2022 increased by ₹ 0.05 million on account of the notional interest income recognised
on security deposits.

3 Deferred taxes
Under Previous GAAP, deferred taxes were recognized using the income statement approach, which focuses on differences
between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the
balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the
balance sheet and its tax base. In addition, the various transitional adjustments has led to temporary differences. Accordingly,
Company has accounted for deferred tax on such differences in retained earnings and other comprehensive income. The net
impact on deferred tax liabilities as at March 31, 2022 was an increase of INR 0.57 million (April 1, 2021 - INR NIL).

4 Revenue from operations

Under Previous GAAP, discounts and commission were disclosed as an expense in the statement of profit and loss. Under Ind
AS, such expenses have been netted off from revenue. As a result revenue for the year ended March 31, 2022 is lower by INR
2.03 million the other expenses have decreased by INR 2.03 million. There is no impact on total equity and profit.

5 Other comprehensive income

Under Previous GAAP, the Company has not presented other comprehensive income (OCI) separately. Items of income and
expense that are recognised in "other comprehensive income" includes fair value gains or (losses) on FVTOCI Defined Benefit
Plans. Further, Indian GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

6 Retained earnings
Retained earnings as at April 1, 2021 has been adjusted consequent to the above Ind AS transition adjustments.

361
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated

48 Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The
Company is engaged in the business of manufacturing and distribution of Agro-chemicals comprising of technical and formulation, hence
there is one operating segment.
Entity wide disclosures as applicable to the Company are mentioned below:-

a) Information about geographical areas:

Revenue from external customers Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Within India 4,965.68 4,995.01 4,026.81
Outside India 753.27 688.39 1,039.39
Total revenue 5,718.95 5,683.41 5,066.21
The basis for attributing revenues from external customer is based on the country of domicile of the respective customers.

b) Revenue from Major Customers: There is no customer having revenue amounting to 10% or more of Company’s total revenue.

49 Commitment and Contingent liabilities

Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
a) Estimated amount of contracts remaining to be executed on
capital account and not provided for (net of advances) 12.09 5.13 29.74
b) Guarantees issued by bank on behalf of Company 0.62 - -
c) Custom Duty demand 6.82 2.84 2.84
d) Sales Tax Matters 2.70 2.70 10.29
e) Goods & Service tax matters 8.64 1.34 1.34
f) Income tax matters 16.97 - -
g) Consumer Dispute Redressal Commission ( Ahmedabad) 1.11 1.11 -
h) Letter of Credit with banks 157.35 89.86 493.94

Total 206.29 102.98 538.16

50 Earnings per share

Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Profit for the year 282.33 224.23 263.63

Weighted average number of shares (Face value Rs 10/- each) 2,35,18,728.00 2,35,18,728.00 2,35,18,728.00
Weighted average number of shares (Face value Rs 10/- each) 1,25,000.00 1,25,000.00 1,25,000.00

(a) Basic earnings per share (INR) 12.00 9.53 11.21

(b) Diluted earnings per share (INR)* 11.94 9.48 11.15

*including dilutive potential equity shares.

362
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated
51 Additional information pursuant to Ministry of Corporate Affairs notification dated March 24,2021 with respect to amendments in Schedule
III of Companies Act, 2013
(i) There are no proceedings which have been initiated or pending against the company for holding any Benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) The company is not a wilful defaulter as declared by any bank or financial Institution or any other lender.
(iii) The company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of
Companies Act, 1956.
(iv) There are no charges or Satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
(v) There are no transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year
in the tax assessments under the Income Tax Act, 1961 (such us, search or surveyor any other relevant provisions of the Income Tax Act,
1961).
(vi) The company has not traded or invested in Crypto Currency or Virtual Currency during the year.
(vii) The company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with
the understanding that the intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company
(Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(viii) The Company has not received any fund from amy persons or entities, including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ix) Title deeds of property are held in the company’s own name.
(x) The Company has not invested with number of layers of Companies during FY 2023-24, as prescribed under clause (87) of Section 2 of the
Act read with the Companies (Restriction on number of Layers) Rules, 2017.

52 Information in respect of Micro and Small Enterprises as at 31st March 2024 as required by Micro, Small and Medium Enterprises
Development Act, 2006.

As at As at As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
a) Amount remaining unpaid to any Supplier:
Principal amount 279.52 50.70 59.66
Interest due thereon - - -

b) Amount of interest paid by the buyer in terms of section 16 of - - -

MSMED Act along with the amount paid to the suppliers beyond the
appointed day.

c) Amount of interest due and payable for the period of delay in making - - -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the MSMED Act.

d) Amount of interest accrued and remaining unpaid - - -

e) Amount of further interest remaining due and payable even in the - - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise, for the purpose of disallowance as a
deductible expenditure under section 23 of MSMED Act.

363
Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VI - Notes to Restated Consolidated Financial Statements
All amounts are in INR in Millions, except otherwise stated
53 In the opinion of the Board of Directors of the Company, the current assets,loans and advances have the value at least equal to the figures
stated in the Balance Sheet on realisation in the ordinary course of business except doubtful nature of advances & loans and/or other a/cs
,and provision for all known liabilities have been made.

54 Previous year figures have been re-gouped or re-arranged, wherever necessary.

For DEVESH PAREKH & CO. FOR AND ON BEHALF OF THE BOARD
Chartered Accountants INDOGULF CROPSCIENCES LIMITED
Firm's Registration Number 013338N

Devesh Parekh Sanjay Aggarwal Om Prakash Aggarwal

Partner Managing Director Whole Time Director
Membership Number 092160 DIN 00763635 DIN 00732440

Place: Delhi Manoj Gupta Sakshi Jain

Date: September 18, 2024 Chief Financial Officer Company Secretary
UDIN: 24092160BKDGDN8911 FCA - 513136 ACS -A67325

364
 Indogulf Cropsciences Limited
CIN: U74899DL1993PLC051854
Annexure VII - Statement of Adjustments to the Restated Consolidated Financial Information
All amounts are in INR in Millions, except otherwise stated

Summarized below are the restatement adjustments made to equity as at March 31, 2024, March 31, 2023 and March 31, 2022, and
their consequential impact on the equity of the Group:

Reconciliation between audited equity and restated equity

Note No. As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022

Equity as per Audited Consolidated IND AS Financial Statements 2,316.51 2,032.48 1,805.13

Adjustments:
i) Audit qualification - - -
ii) Adjustments due to prior period items / other adjustments - - -
iii) Defrred tax impact on adjustment (i) and (ii), as applicable - - -

Total adjustments - - -

Total equity as per Restated Consolidated Financial Statements 2,316.51 2,032.48 1,805.13

Summarized below are the restatement adjustments made to the net profit after tax for the years ended March 31, 2024, March 31,
2023 and March 31, 2022, and their impact on the profit / (loss) of the Group:

As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Profit after tax as per Audited Consolidated IND AS Financial Statements 284.03 227.35 262.68

Adjustments:
i) Audit qualification - - -
ii) Adjustments due to prior period items / other adjustments - - -
iii) Defrred tax impact on adjustment (i) and (ii), as applicable - - -

Total adjustments - - -

Profit after tax as per Restated Consolidated Financial Statements 284.03 227.35 262.68

Notes to Adjustments:
1 Adjustments for audit qualificationadjustments : None

2 Material Regrouping
Appropriate adjustments have been made in the Restated Consolidated Financial Statements, wherever required, by a reclassification of the
corresponding items of income, expenses, assets and liabilities and cash flows in order to bring them in line with the groupings/ dislcosures as
per the Audited financial statements.

3 Material restatement adjustments: None

4 Non-Adjusting Items:
Qualifications and Emphasis of Matters in the Auditors’ report which do not require any corrective adjustments in the Restated Financial
a) Information:
There are no audit qualification in Auditor's reports on the consolidated financial statements for year ended March 31, 2024, March 31, 2023
and March 31, 2022.

Emphasis of Matters for the respective years, which do not require any adjustments in the Restated Consolidated Summary Statements are as
b) follows:
Emphasis of matter for the year ended March 31, 2024 – NIL
Emphasis of matter for the year ended March 31, 2023 – NIL
Emphasis of matter for the year ended March 31, 2022 – NIL

Audit Qualifications in Annexure to Auditors’ Report, which do not require any corrective adjustments in the Restated Consolidated Financial
c) Information : None

Audit Qualifications in Annexure to Auditors’ Report of Indian Subsidiary Company, which do not require any corrective adjustments in the
d) Restated Consolidated Financial Information: None

364
 OTHER FINANCIAL INFORMATION

The accounting ratios derived from the Restated Consolidated Financial Information as required under Clause 11
of Part A of Schedule VI of the SEBI ICDR Regulations are given below:

(in ₹ million other than share data)

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Restated earnings per Equity Shares –
Basic(1) (in ₹) 12.00 9.53 11.21
Restated earnings per Equity Share –
Diluted(2) (in ₹) 11.94 9.48 11.15
Return on net worth(3) (%) 12.19% 11.03% 14.60%
Net asset value per Equity Share(4) (in ₹) 97.98 85.96 76.35
EBITDA(5) 557.44 490.40 472.43
Notes:
(1)
Basic earnings per share (₹) is calculated by dividing the net profit or net loss for the year attributable to equity shareholders by the
weighted average number of Equity Shares of face value of ₹10 each outstanding during the year.
(2)
Diluted earnings per share (₹) is calculated by dividing the net profit or net loss for the year attributable to equity shareholders by the
weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares
of face value of ₹10 each outstanding during the year.
(3)
Return on net worth refers to the profit for the year/period attributable to equity shareholders of our Company divided by total equity
for the year/period.
(4)
Net asset value per Equity Share (₹) is computed as the closing net worth divided by the equity shares including preference shares
outstanding as at the respective year end.
(5)
EBITDA is calculated as profit before tax, plus depreciation and amortization expenses, plus finance cost, less other income.

In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company for the Fiscals
2024, 2023 and 2022 and the reports thereon (collectively, the “Audited Financial Statements”) are available on
our website at www.groupindogulf.com.

Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of this Draft Red Herring
Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum,
an advertisement, an offer or a solicitation of any offer or an offer document or recommendation or solicitation to
purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law
in India or elsewhere. The Audited Financial Statements should not be considered as part of information that any
investor should consider subscribing for or purchase any securities of our Company and should not be relied upon
or used as a basis for any investment decision.

None of our Company or any of its advisors, nor the BRLM nor any of their respective employees, directors,
affiliates, agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any
information presented or contained in the Audited Financial Statements, or the opinions expressed therein.

365
 RELATED PARTY TRANSACTIONS

For details of related party transactions as per the requirements under applicable accounting standards, i.e., Ind
AS 24 – Related Party Disclosures, read with the SEBI ICDR Regulations, of our Company, for the years ended
March 31, 2024, March 31, 2023 and March 31, 2022 and as reported in Restated Consolidated Financial
Information, see “Restated Consolidated Financial Information – Note 45 – Related Party Disclosures” on page
350.

366
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis of our financial condition and results of operations is intended to convey
management’s perspective on our financial condition and results of operations for the financial years ended
March 31, 2024, March 31, 2023 and March 31, 2022. This discussion and analysis is based on, and should be
read in conjunction with, our Restated Consolidated Financial Information (including the schedules, notes and
significant accounting policies thereto) included in the section titled “Restated Consolidated Financial
Information” beginning on page 295.

Our Restated Consolidated Financial Information have been derived from our audited consolidated financial
statements for Fiscal 2024, Fiscal 2023 and Fiscal 2022 and restated in accordance with the SEBI ICDR
Regulations and the ICAI Guidance. Our financial statements are prepared in accordance with Ind AS, notified
under the Companies (Indian Accounting Standards) Rules, 2015, and read with Section 133 of the Companies
Act, 2013 to the extent applicable. Ind AS differs in certain material respects from IFRS and U.S. GAAP and other
accounting principles with which prospective investors may be familiar. Accordingly, the degree to which the
financial statements prepared in accordance with Ind AS included in this Draft Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS accounting
policies. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial information included
in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial information to IFRS or
U.S. GAAP. Any reliance by persons not familiar with Ind AS accounting policies on the financial disclosures
presented in this Draft Red Herring Prospectus should accordingly be limited. Please also see “Risk Factors –
Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and
U.S. GAAP, which may be material to investors’ assessment of our financial condition.”, on page 59.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the 12 months
ended March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted.

Some of the information contained in this section, including information with respect to our strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward-
Looking Statements” beginning on page 18 for a discussion of the risks and uncertainties related to those
statements and also the section titled “Risk Factors” and “Our Business” beginning on pages 30 and 220,
respectively, for a discussion of certain factors that may affect our business, results of operations and financial
condition. The actual results of the Company may differ materially from those expressed in or implied by these
forward-looking statements.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Industry Research Report on Agrochemical Industry in India” dated September 18, 2024 (“CareEdge Report”)
prepared by CARE Analytics and Advisory Private Limited and commissioned and paid for by us and prepared
exclusively in connection with the Offer. We commissioned the CareEdge Report by way of an engagement letter
dated February 20, 2024. The CareEdge Report is available on the website of our Company at
www.groupindogulf.com. Unless otherwise indicated, all financial, operational, industry and other related
information derived from the CareEdge Report and included herein with respect to any particular year, refers to
such information for the relevant financial year. For further details and risks in relation to commissioned reports,
see “Risk Factors — Industry information included in this Draft Red Herring Prospectus has been derived from
an industry report commissioned by us for such purpose. There can be no assurance that such third-party
statistical, financial and other industry information is either complete or accurate.” on page 54. Also, see
“Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry
and market data” on page 17.

Unless otherwise stated, a reference to “the Company”, or “our Company” in this section is a reference to
Indogulf Cropsciences Limited on a standalone basis, while any reference to “we”, “us” and “our” in this section
refers to Indogulf Cropsciences Limited and its Subsidiaries on a consolidated basis.

Overview

We are engaged in the business of manufacturing of crop protection products, plant nutrients and biologicals in
India. We manufacture Spiromesifen technical with the minimum purity of 96.5% in 2019. We are also one of the
first few indigenous manufacturers of Pyrazosulfuron Ethyl technical (Source: CareEdge Report), with the
minimum purity of 97% indigenously in India and commenced production in 2018. We are also a growing exporter

367
of crop protection, plant nutrients and biologicals products and we exported our products to over 34 countries.
(Source: CareEdge Report) We have earned the distinction of being a Government of India Recognized ‘Two
Star Export House’ (Source: CareEdge Report).

We commenced our operations in 1993 and primarily operate under three business verticals namely crop
protection, plant nutrients and biologicals, to retail and institutional customers focused on improving the crop
yield. We manufacture and market extensive range of products in all types of available formulations such as water
dispersible granules (“WDG”), suspension concentrate (“SC”), capsule suspension (“CS”), ultra-low volume
(“ULV”), emulsion in water (“EW”), soluble granule (“SG”), flowable suspension (“FS”), etc. which can be in
powder, granules and liquid form to our customers. Our products are designed to improve crop yield while
promoting sustainable agriculture and environmental stewardship.

Principal Factors Affecting our Results of Operations

Our financial performance and results of operations are influenced by a number of important factors, some of
which are beyond our control, including without limitation, intense global and domestic competition, general
economic conditions, changes in conditions in the regional markets in which we operate, changes in costs of
supplies, and evolving government regulations and policies. Some of the more important factors are discussed
below, as well as in the section titled “Risk Factors” on page 30.

1. Costs of raw materials and other inputs;

2. Working capital requirements and access to capital resources;
3. Capital expenditure;
4. Industry competition;
5. Foreign exchange rate risk;
6. Ability to obtain registrations and government approvals;
7. Climate and weather conditions; and
8. Changes in the global and Indian agro-chemicals industry.

Significant Accounting Policies for the Restated Consolidated Financial Information

The accounting policies as set forth in the Restated Consolidated Financial Information have been reproduced
below:

1. Group Information

Indogulf Cropsciences Limited (the “Company” or the “Parent Company” or the “Holding Company”)
was incorporated on January 22, 1993 as an unlisted public company under the Companies Act, 1956, vide
registration no. U74899DL1993PLC051854.The Holding Company and its Wholly owned subsidiaries
(collectively referred to as the “Group”) are majorly engaged in the manufacturing and trading activities of
Agro chemicals viz. Micro Nutrients, Pesticides, Fertilizers, etc for agriculture purposes. The Group caters
to both domestic and international markets. The registered office of the Parent Company is located at 501,
Gopal Heights, Netaji Subhash Place, New Delhi-110034, India.

The Restated Consolidated financial information of the Group includes the restated financial information of
the Holding Company and its undermentioned subsidiary companies:

a) Abhiprakash Globus Private Limited, wholly owned subsidiary since incorporation.

b) Indogulf Cropsciences Australia PTY Limited, wholly owned subsidiary since incorporation.

2. Basis of preparation and significant accounting policies

2.1. Basis of preparation

The restated consolidated financial statements of the Group have been prepared by the Management and
approved by the Board of directors of the Holding company at their meeting held on September 18, 2024
and has been specifically prepared for inclusion in the addendum to Draft Red Herring Prospectus
(“DRHP”), Red Herring Prospectus (“RHP”) and prospectus to be filed by the Holding Company with the
Securities and Exchange Board of India (“SEBI”) in connection with the proposed Initial Public Offer
(“IPO”) through a fresh issue and offer of sale of equity shares of the Holding company (referred to as the
“Issue”).
368
 The Restated Consolidated financial Information of the Group comprises of the Restated Consolidated
Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated
Consolidated Statements of Profit & Loss (including other comprehensive income), the Restated
Consolidated Statement of Cash flows, the Restated Consolidated Statement of Changes in Equity for the
year ended March 31, 2024, March 31, 2023 and March 31, 2022 and the summary of significant accounting
policies and other explanatory information of the Group (hereinafter collectively referred to as the “Restated
Consolidated Financial Information”).

These Restated Consolidated Financial Information have been prepared to comply in all material respects
with the requirements of:

a) Section 26 of Part I of Chapter I of the Companies Act, 2013 (the “Act”); and

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“the SEBI ICDR Regulations”).

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended (the “Guidance Note”).

These Restated Consolidated Financial Information of the Group have been compiled by the management
from Audited consolidated financial statements of the Group as at and for the years ended March 31, 2024,
March 31, 2023 and March 31, 2022 in accordance with Indian Accounting Standards (Ind AS) notified
under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and
presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant
Schedule III), as applicable to the consolidated financial statements which have been approved by the Board
of Directors at their meeting held on September 18, 2024.

The Group has prepared its consolidated financial statements on the basis that it will continue to operate as
a going concern.

In accordance with the notification issued by the Ministry of Corporate Affairs, the Group is required to
adopt Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from
April 1, 2021. The transition from Previous GAAP to Ind AS is required to account for in accordance with
Ind AS 101 “First Time Adoption of Indian Accounting Standards”, with April 1, 2021 being the transition
date. In accordance with Ind As 101 “First time adoption of Indian Accounting Standard”, the Group has
presented a reconciliation from the presentation of financial statements under accounting standards notified
under the Companies (Accounting Standards) Rules, 2006 (“Previous GAAP”) to Ind AS of total equity as
at March 31, 2024, March 31, 2023 and March 31, 2022, total comprehensive income and cash flows for
the year ended March 31, 2024, March 31, 2023 and March 31, 2022. Refer to Note 48 for information on
how the Group adopted Ind AS.

These Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the board meeting held for approval of the consolidated financial
statements, as mentioned above.

The Restated Consolidated Financial Information have been prepared so as to contain information/
disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:

a) Adjustments to the profits or losses of the earlier periods and of the period in which the change in the
accounting policy has taken place is recomputed to reflect what the profits or losses of those periods would
have been if a uniform accounting policy was followed in each of these periods, if any;

b) Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in
order to bring them in line with the groupings as per the audited consolidated financial statements of the
Group for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 and the requirements of the
SEBI ICDR Regulations, if any;

c) The resultant impact of tax due to the aforesaid adjustments, if any.

369
2.2. Basis of Measurement

The financial statements have been prepared on a historical cost convention with the exception of certain
assets and liabilities that are required to be carried at fair values by Ind AS.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.

The following assets and liabilities which have been measured at fair value or revalued amount:

(a) Derivative financial instruments, if any

(b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial
instruments)

The financial statements are presented in Indian Rupees (INR) which is also the Group's functional currency,
and all values are rounded to the nearest millions, up to two places of decimal, except when otherwise stated.
The Restated consolidated financial information Summary Statements are presented in Indian Rupees (₹.)
and all values are rounded to the nearest millions, up to two palces of decimal, unless otherwise indicated.

2.3. Summary of Significant Accounting Policies

The Restated Consolidated Financial Information has been prepared using the significant accounting policies
and measurement basis summarised below and have been consistently applied to all the years presented,
unless otherwise stated.

2.4. Basis of Consolidation

The Restated Consolidated Financial Statements comprise of the financial statements of Indogulf
Cropsciences Limited (Parent Company) and its following subsidiaries as at March 31, 2024, March 31,
2023 and March 31, 2022:
Subsidiary: The Control in subsidiary is gained when the Company is exposed, or has rights, to variable
returns from its involvement with the entity and can affect those returns through its power over the entity.
Generally, there is a presumption that most of the voting rights result in control. To support this presumption
and when the Company has less than a majority of the voting or similar rights, it considers all relevant facts
and circumstances in assessing the control including the contractual arrangements, potential voting rights,
right to direct relevant activities of entity
Name of Subsidiary Country of Proportion of Proportion of Proportion of
Incorporation Ownership Interest Ownership Interest Ownership Interest
as on March 31, as on March 31, as on March 31,
2024 2023 2022
Abhiprakash Globus India 100% 100% 100%
Private Limited
Indogulf Cropsciences Australia 100% 100% 100%
Australia Pty Limited

Consolidation procedure:

The Financial Statements of the parent company and its subsidiaries have been consolidated on a line-by-
line basis by adding together the book value of like items of assets, liabilities, income and expenses, after
eliminating Intra-group balances, Intra-group transactions and unrealised profits or losses in accordance
with Ind AS 110 – “Consolidated Financial Statements”. The deferred tax to be recognised for temporary
differences arises from elimination of profits and losses resulting from intra
group transactions.

Non-controlling Interest represents the equity in a subsidiary not attributable, directly or indirectly to a
Parent. Non-controlling interest in the net assets of the subsidiaries being consolidated is identified and
presented in the consolidated Balance Sheet separately from the equity attributable to the Parent’s
shareholders and liabilities. Profit or loss and each component of other comprehensive income are attributed
to Parent and to the non-controlling interest. Impact of any insignificant and immaterial Non-controlling

370
 Interest is not considered.

The changes in the Company’s interest in subsidiaries that do not result in a loss of control are accounted
as equity transactions. The carrying amount of the Company’s interests and the non-controlling interests
are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the
amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or
received is recognised directly in equity attributed to owners of the Parent.

The difference between the cost of investment and the share of net assets at the time of acquisition of shares
in the subsidiaries and associates is identified in the financial statements as Goodwill or Capital Reserve as
the case may be.

2.5. Current versus non-current classification

The Group presents assets and liabilities in the Restated Consolidated Financial Information based on
current/ non-current classification. An asset is treated as current when it is:
a) Expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle;
b) Held primarily for the purpose of trading;
c) Expected to be realised within twelve months after the reporting period; or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.

All other assets are classified as non-current.

A liability is current when it is:
a) Expected to be settled in the Group’s normal operating cycle;
b) Held primarily for the purpose of trading;
c) Due to be settled within 12 months after the reporting date; or
d) The Group does not have an unconditional right to defer the settlement of the liability for at least twelve
months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Based on the nature of products and the time between acquisition of assets for processing and their realisation
in cash and cash equivalents, the Group has identified twelve months as its operating cycle for the purpose
of current / non-current classification of assets and liabilities.

2.6. Significant accounting policies

(a) Revenue recognition
Revenue from Contracts with Customers

Revenue from contracts with customers is recognised when control of the goods or services are transferred
to the customer at an amount that reflects the consideration to which the Group expects to be entitled in
exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue
arrangements, because it typically controls the goods or services before transferring them to the customer.
Revenue is stated exclusive of Goods and Service Tax (GST).

The specific recognition criteria described below must also be met before revenue is recognised.

Sales of goods

Revenue from the sale of goods is recognised at the point in time when control is transferred to the customer
which is usually on shipment. Revenue is measured based on the transaction price, which is the consideration,
adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any,
as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf
of the government. Accruals for discounts/incentives and returns if any are estimated (using the most likely
method) based on accumulated experience and underlying schemes and agreements with customers. Due to
the short nature of credit period given to customers, there is no financing component in the contract.

371
 Rendering of services

Revenue from sale of services is recognised over the period of time as per the terms of the contract with
principal/customer based on the stage of completion when the outcome of the transactions involving
rendering of services can be estimated reliably.

Contract Balances

Trade receivables

A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time
is required before payment of the consideration is due). Refer to accounting policies of financial assets in
section (n) financial instruments.

Contract liabilities

A contract liability is recognised if a payment is received, or a payment is due (whichever is earlier) from a
customer before the Group transfers the related goods or services. Contract liabilities are recognised as
revenue when the Group performs under the contract (i.e., transfers control of the related goods or services
to the customer).

(b) Other income

Interest Income

Interest income is recognised on a time proportion basis taking into account the amount outstanding and
applicable interest rate.

Dividends

Revenue is recognised when the Group’s right to receive the payment is established, which is generally when
shareholders approve the dividend.

(c) Property, plant and equipment

Items of property, plant and equipment and capital work-in progress are stated at cost, net of accumulated
depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs
if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition
for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Such
cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term
construction projects if the recognition criteria are met. Subsequent expenditure related to an item of fixed
asset is added to its book value only if it increases the future benefits from the existing asset beyond its
previously assessed standard of performance. When significant parts of plant and equipment are required to
be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other
repair and maintenance costs are recognised in Statement of Profit and Loss as incurred. In respect of
additions to /deletions from the property, plant and equipment, depreciation is provided on pro-rata basis i.e.
from (upto) the date on which asset is ready for use (disposed of).

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement
of an item of property, plant and equipment is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in Statement of Profit and Loss.

Assets in the course of construction are capitalised in the assets under Capital work in progress net of
accumulated impairment loss if any. At the point when an asset is operating at management’s intended use,
the cost of construction is transferred to the appropriate category of property, plant and equipment and
depreciation commences. Costs associated with the commissioning of an asset and present value of any
obligatory decommissioning costs are capitalised in the asset when the recognition criteria for provisions are
satisfied. Revenue (net of cost) generated from production during the trial period is capitalised.

Property, plant and equipment except freehold land held for use in the production, supply or administrative
372
 purposes, are stated in the consolidated financial statement at cost less accumulated depreciation and
accumulated impairment losses, if any.

The Group has elected to continue with the carrying value for all of its property, plant and equipment as
recognised in the consolidated financial statements on transition to Ind AS measured as per the previous
GAAP and use that as its deemed cost as at the date of transition.

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated
residual value. Depreciation is recognised so as to write off the cost of assets (other than freehold land and
properties under construction) less their residual values over their useful lives, using written down value
method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

Estimated useful lives of the assets are as follows:

Nature of Tangible Assets Useful Life (years)

Plant & Equipment 10-15
Building 30
Laboratory Equipment 10
Office Equipment 5
Furniture, Fixtures & Equipment 10
Vehicles 8-10
Leasehold Improvements Over the period of lease or useful life whichever is lower

Leasehold Land:

Leasehold land is amortised on straight line basis over the period of lease. No depreciation is provided for
leasehold land when the leases are renewable at the option of the Company for a further period of 99 years
at the end of the lease period of 99 years, without / with marginal payment of further premium.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed
at each financial year end and adjusted prospectively, if appropriate.

(d) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets with finite life are carried at cost less any accumulated amortisation and
accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs,
are not capitalised and the related expenditure is reflected in profit or loss in the period in which the
expenditure is incurred.

Intangible assets are amortized on a straight- line basis over the estimated useful economic life.

The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset are considered to modify the
amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in the Statement of Profit and Loss
unless such expenditure forms part of carrying value of another asset.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and
Loss when the asset is derecognised.

Research costs are expensed as incurred. Development expenditures on an individual project are recognised
as an intangible asset when the Group can demonstrate technical and commercial feasibility of making the
asset available for use or sale.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any
accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when
development is complete and the asset is available for use. It is amortised over the period of expected future
benefit. Amortisation expense is recognised in the Statement of Profit and Loss unless such expenditure
373
 forms part of carrying value of another asset.

A summary of the policies applied to the Group’s intangible assets is as follows:

Intangible assets Useful Life (years)

Software 5
Patents and Trademarks 6

(e) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of
the asset. All other borrowing costs are expensed in the period in which they occur.

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of
funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.

(f) Foreign currencies

Transactions and Balances

Transactions in foreign currency are recorded applying the exchange rate at the date of transaction.

Monetary assets and liabilities denominated in foreign currency remaining unsettled at the end of the year,
are translated at the closing rates prevailing on the Balance Sheet date.

Non-monetary items which are carried in terms of historical cost denominated in foreign currency are
reported using the exchange rate at the date of initial transaction.

Exchange differences arising as a result of the above are recognized as income or expenses in the Statement
of Profit and Loss. Exchange difference arising on the settlement of monetary items at rates different from
those at which they were initially recorded during the year, or reported in previous financial statements, are
recognised as income or expenses in the year in which they arise.

(g) Fair value measurement

The Group measures financial instruments, such as, derivatives and equity investments at fair value at each
balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. The fair value measurement
is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
374
 a) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
b) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.
c) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of
each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy
as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the
relevant notes.

- Quantitative disclosures of fair value measurement hierarchy (Note 47)

- Financial instruments (including those carried at amortised cost) (Note 47)

(h) Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
A lease is a contract that contains right to control the use of an identified asset for a period of time in exchange
for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term and
low value leases. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.

The Group has lease contracts for various items of office premises and warehouses.

i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on
a straight-line method basis over the lease term, as follows:

Nature of Right-of-use assets Depreciation period

Factory Godown 30-99 years
Office premises 1-5 years
Warehouses 1-5 years

There are renewal terms that can extend the lease term for up to 1-2 years and are included in the lease term
when it is reasonably certain that the Group will exercise the option. The right-of-use assets are also subject
to impairment. Refer to the accounting policies in section (j) Impairment of non-financial assets.

The Right-of-use assets are presented as separate line item in the balance sheet.

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value
of lease payments to be made over the lease term. The lease payments include fixed payments (including in-
375
 substance fixed payments) less any lease incentives. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating
the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that
do not depend on an index or a rate are recognised as expense in the period in which the event or condition
that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if
there is a modification, a change in the lease term, a change in the lease payments.

The lease liabilities are presented as separate line item in the balance sheet under financial liabilities.

iii) Short-term leases

The Group applies the short-term lease recognition exemption to its short-term leases of office premises, and
warehouses (i.e., those leases that have a lease term of 12 months or less from the commencement date and
do not contain a purchase option).

Lease payments on short-term leases are recognised as expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership
of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis
over the lease terms and is included in other income in the statement of profit or loss due to its operating
nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognised over the lease term on the same basis as rental income.

(i) Inventories

The items of inventories are measured at cost after providing for obsolescence, if any. Cost of inventories
comprise of cost of purchase, cost of conversion and appropriate portion of variable and fixed proportion
overheads and such other costs incurred in bringing them to their respective present location and condition.
Fixed production overheads are based on normal capacity of production facilities.

Stores and spares, packing materials and raw materials are valued at lower of cost or net realisable value.
However, the aforesaid items are not valued below cost if the finished products in which they are to be
incorporated are expected to be sold at or above cost.

Semi-finished products, finished products and by-products are valued at lower of cost or net realisable value.
Traded goods are valued at lower of cost and net realizable value.

Cost of raw material, process chemicals, stores and spares packing materials, trading and other products are
determined on weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and the estimated costs necessary to make the sale.

(j) Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If
any indication exists, or when annual impairment testing for an asset is required, the Group estimates the
asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating
unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets.
Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. In determining net selling price,
376
 recent market transactions are taken into account, if available. If no such transactions can be identified, an
appropriate valuation model is used.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized
impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates
the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is
reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount
since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset
does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is
recognized in the Statement of Profit and Loss unless the asset is carried at a revalued amount, in which case
the reversal is treated as a revaluation increase.

(k) Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a
provision is presented in the Statement of Profit and Loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost. Provisions are reviewed at each
balance sheet and adjusted to reflect the current best estimates.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group
or a present obligation that is not recognized because it is not probable that an outflow of resources will be
required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a
liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a
contingent liability but discloses its existence in the financial statements.

Contingent Assets

A contingent asset is not recognised unless it becomes virtually certain that an inflow of economic benefits
will arise. When an inflow of economic benefits is probable, contingent assets are disclosed in the financial
statements.

Contingent liabilities and contingent assets are reviewed at each balance sheet date.

(l) The expenses related to scheme/business promotion/various discounts are accounted for on acceptance basis.

(m) Retirement and other employee benefits

A. Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-
term employee benefits. Benefits such as salaries, allowances, etc., are recognised as an expense at the
undiscounted amount in the Statement of Profit and Loss of the year in which the employee renders the
related service.

B. Post employment benefits

i) Defined contribution plans

The Company’s contribution to provident fund is considered as defined contribution plans and are charged
as an expense as it falls due based on the amount of contribution required to be made and when services are
377
 rendered by the employees.

ii) Defined benefit plans

For defined benefit plans of gratuity determined using the Projected Unit Credit Method with actuarial
valuations being carried out at each balance sheet date. Actuarial gain and losses are recognized immediately
in the Statement of Profit and Loss in the period in which they occur. Obligation is measured at the present
value of estimated future cash flows using a discounted rate that is determined by reference to market yields
at the Balance Sheet date on Government Securities as reduced by the fair value of scheme assets.

iii) Other long-term employee benefits

Long-term Compensated Absences and Long Service Awards are provided for on the basis of an actuarial
valuation, using the Projected Unit Credit Method, as at the date of the Balance Sheet. Actuarial gains /
losses comprising of experience adjustments and the effects of changes in actuarial assumptions are
immediately recognised in the Statement of Profit and Loss. The obligation is measured at the present value
of estimated future cash flows using a discounted rate that is determined by reference to market yields at the
Balance Sheet date on Government Securities.

(n) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at
fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:
a) Debt instruments at amortised cost
b) Debt instruments at fair value through other comprehensive income (FVTOCI)
c) Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
d) Equity instruments measured at fair value through other comprehensive income (FVTOCI)

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included
in other income in the Statement of Profit and Loss. The losses arising from impairment are recognised in
the Statement of Profit and Loss. This category generally applies to trade receivables, security deposits &
other receivables.

Debt instrument at FVTOCI

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets, and
b) The asset’s contractual cash flows represent SPPI.

378
 Debt instruments included within the FVTOCI category are measured initially as well as at each reporting
date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However,
the Group recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in
the Statement of Profit and Loss. On derecognition of the asset, cumulative gain or loss previously recognised
in OCI is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI
debt instrument is reported as interest income using the EIR method.

Debt instrument at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria
for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized cost or
FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Group has designated
certain debt instrument as at FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all changes recognized
in the Statement of Profit and Loss.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held
for trading are classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable
election to present in other comprehensive income subsequent changes in the fair value. The Group makes
such election on an instrument-by-instrument basis. The classification is made on initial recognition and is
irrevocable.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI
to profit and loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss
within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes
recognized in the Statement of Profit and Loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e. removed from the Group’s consolidated balance sheet) when:
a) The rights to receive cash flows from the asset have expired, or
b) The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement;
and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group
has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-
through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the
Group’s continuing involvement. In that case, the Group also recognises an associated liability. The
transferred asset and the associated liability are measured on a basis that reflects the rights and obligations
that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could
be required to repay.

379
 Impairment of financial assets

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and
recognition of impairment loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities,
deposits, trade receivables and bank balance
b) Financial assets that are debt instruments and are measured as at FVTOCI
c) Trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on Trade and other
receivables.

The application of simplified approach does not require the Group to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial
recognition.

(o) Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or
loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings including cash
credits and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities
are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of
Profit and Loss.

This category generally applies to borrowings.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial
liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near
term. This category also includes derivative financial instruments entered into by the group that are not
designated as hedging instruments in hedge relationships as defined by Ind AS 109.

Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
380
 expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there
is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a
net basis, to realise the assets and settle the liabilities simultaneously.

(p) Derivative financial instruments

Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as interest rate swaps, currency swaps, options and
forward contracts to hedge its interest rate and foreign currency risks. Such derivative financial instruments
are initially recognised at fair value on the date on which a derivative contract is entered into and are
subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is
positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of
Profit and Loss.

(q) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits
with an original maturity of three months or less, which are subject to an insignificant risk of changes in
value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the
Group’s cash management.

(r) Dividend

The Group recognises a liability to make cash distributions to equity holders when the distribution is
authorised and the distribution is no longer at the discretion of the Group. As per the corporate laws in India,
a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised
directly in other equity.

During the year the Company has not declared and paid any Interim Dividend.

(s) Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable
income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity). Current tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken
in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets

381
 and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:
a) When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss
b) In respect of taxable temporary differences associated with interests in joint ventures, when the timing of the
reversal of the temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilised except:

- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised
to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be
recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.

Deferred tax relating to items recognised outside Statement of Profit and Loss is recognised outside
Statement of Profit and Loss (in other comprehensive income). Deferred tax items are recognised in
correlation to the underlying transaction either in Statement of Profit and Loss or in OCI.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.

(t) Government grants

Government grants, if any, are recognised where there is reasonable assurance that the grant will be received,
and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised
as income on a systematic basis over the periods that the related costs, for which it is intended to compensate,
are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the
expected useful life of the related assets.

(u) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders after deducting preference dividend and attributable taxes by the weighted average number of
equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted
for the effects of all dilutive potential equity shares.

(v) Segment reporting

Based on "Management Approach" as defined in Ind AS 108 -Operating Segments, the Chief Operating
Decision Maker (CODM) evaluates the Group's performance and allocates the resources based on an analysis
of various performance indicators by business segments. Inter segment sales and transfers are reflected at
382
 market prices. The Group has identified the Managing Director as the CODM who assesses the financial
performance and makes strategic decisions. Refer Note 49 for segment information presented.

(w) Investments in subsidiaries

Investments in subsidiaries are carried at cost/deemed cost applied on transition to Ind AS, less accumulated
impairment losses, if any. Where an indication of impairment exists, the carrying amount of investment is
assessed and an impairment provision is recognised, if required immediately to its recoverable amount. On
disposal of such investments, difference between the net disposal proceeds and carrying amount is
recognised in the statement of profit and loss.

(x) Critical accounting estimates and assumptions

The preparation of these consolidated financial statements requires the management to make judgments, use
estimates and assumptions that effects the reported amounts of revenues, expenses, assets and liabilities and
the ac grouping disclosures of contingent liabilities. Uncertainty about these judgements, assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or
liabilities affected in future periods.

i. Taxes

Uncertainties exist with respect to the interpretation of tax regulations, charges in tax laws, and the amount
and timing of future taxable income. Given the wide range of business relationships difference arising
between the actual results and the assumptions made, or future changes to such assumptions could necessitate
future adjustments to tax income and expense already recorded. The Group establishes provisions based on
reasonable estimates. The amount of such provisions is based on various factors, such as experience of
previous tax assessments and altering interpretations or tax regulations by the taxable entry and the
responsible tax authority.

ii. Employee benefit plans

The cost of defined benefit plan (i.e. Gratuity benefit) is determined using actuarial valuation involves
making various assumptions which may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases, morality rates and future pension increases. Due
to the complexity of the valuation, the underlying assumptions and its long term nature, a defined benefits
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date in determining the appropriate discount rate, management considers the interest rates of long term
government bonds with extrapolated maturity corresponding to the expected to the expected duration of the
defined benefit obligation. The mortality rate is based on publicity mortality tables for India. Future salary
increases and pension increases are based on expected future inflation rates for India.

iii. Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the group,
including legal contractor and other claims by their nature, contingencies will be resolved only when one or
more uncertain future events occur or fall or occur. The assessment of the existence, and potential quantum,
of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding
the outcome of future events.

iv. Property Plant and Equipment

Property Plant and Equipment represent significant portion of the asset base of the Group. The Charge in
respect of periodic depreciation is decided after determining an estimate of assets expected useful life and
expected value at the end of its useful life. The useful life and residual value of Group’s assets are determined
by Management at the time asset in acquired and reviewed periodically including at the end of each year.
The useful life is based on historical experience with similar assets, in anticipation of future events, which
may have impact on their life such as change in technology.

383
v. Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset including intangible
assets having indefinite useful life and goodwill may be impaired. if any indication exists, or when annual
impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an asset’s CGU’s fair value less cost of disposal and its value in use
where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash
flows are estimated based on past trend and discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specify to the asset in
determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated
by valuation multiples, or other fair value indicates.

vi. Provision for expected credit losses (ECL) of trade receivable and contracts assets

The Group follows simplified approach for recognition of impairment loss allowance one trade receivables.
Under this approach the Group does not track Changes in credit risk but recognizes impairment loss
allowance based on lifetime ECLs at each reporting date. For this purpose the Group uses a provision matrix
to determine the impairment loss allowance on the portfolio of trade receivables. The said matrix is based
on historically observed default rates over the expected life of the trade receivables duly adjusted for forward
looking estimates.

Measurement of Expected Credit Loss:

a. Management utilities judgment and available information to estimate EQ.

b. Factors considered may include past payment behavior, changes in economic conditions, customer credit
ratings, industry trends, and other relevant data.
c. Regular reviews and adjustments are mode based on changes in circumstances or information effecting credit
risk.

Determination of Expected Credit (ECL)

a. ECL is estimated based on management’s analysis, incorporating historical credit loss experiences, current
economic conditions, and relevant qualitative and quantitative factors.

vii. Leases

The Group evaluates if an arrangement qualifies to be a lease as per the requirements of IND AS 116.
Identification of a lease requires significant judgement. The Group uses significant judgement in assessing
the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the
lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend
the lease if the group is reasonably certain to exercise that option; and periods covered by an option to
terminate the lease if the Group is reasonable certain not to exercise that option. In assessing whether the
Group is reasonable certain to exercise an option to extend a lease, or not to exercise an option to terminate
a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to
exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises
the lease term if there is change in the non-cancellable period of a lease.

Estimates and judgements are continuously evaluated. They are based on historical experience and other
factors including expectation of future events that may have a financial impact on the Group and that are
believed to be reasonable under the circumstances.

(y) Recent Accounting Pronouncements

Ministry of Corporate Affairs (MCA) notices new standard or amendments to the existing standards under
companies Indian Accounting Standard Rules as issued from time to time. On March 23, 2022, MCA
amended the Companies (Indian Accounting Standards) Amendments Rules, 2022, applicable from April 1,
2022 as below:
384
(i) Ind AS 103- Reference to Conceptual Framework

The amendments specify that to qualify for recognition as part of applying the acquisition method, the
identifiable assets, acquired, and liabilities assumed must meet the definitions or assets and liabilities in the
conceptual framework for financial Reporting under Indian Accounting Standards (Conceptual Framework
issued by the institute of Chartered Accountants of India act the acquisition date. These changes do not
significant change the requirements of Ind As 103. The Group does not expect the amendments to have any
significant impact in its Financial Statements.

(ii) Ind AS 16- Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment
amounts received from selling items produced while the Group is preparing the assets for its intended use.
Instead , an entity will recognize such sales proceeds and related cost. In profit or loss. The Group does not
expect the amendments to have any impact in its recognition its property, plant and equipment in its Financial
Statements.

(iii) Ind AS 109 – Annual Improvements to Ind AS (2021)

The amendment clarifies which fees an entity includes when it applies the “10 percent” test of Ind AS 109
in assessing whether to derecognize a financial liability. The Group does not expect the amendment to have
any significant impact in its Financial Statements.

(iv) Ind AS 116- Annual Improvements to Ind AS (2021)

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in
order to resolve any potential confusion regarding the treatment of lease incentive that might arise because
of how lease incentives were described in that illustration. The Group does not expect the amendment to
have any significant impact in its Financial Statements.

Changes in the accounting policies, if any, in the Fiscals 2024, 2023 and 2022 and their effect on our profits
and reserves

There have been no changes in our accounting policies in the last three Fiscals.

Key Performance Indicators and Non-GAAP Financial Measures

In addition to our financial results determined in accordance with Ind AS, we consider and use those certain non-
GAAP financial measures and key performance indicators that are presented below as supplemental measures to
review and assess our operating performance. Our management does not consider these non-GAAP financial
measures and key performance indicators in isolation or as an alternative or substitutive to the Restated
Consolidated Financial Information. We present these non-GAAP financial measures and key performance
indicators because we believe they are useful to our Company in assessing and evaluating our operating
performance, and for internal planning and forecasting purposes. We believe these non-GAAP financial measures
could help investors as an additional tool to evaluate our ongoing operating results and trends with a more granular
view of our financial performance.

Non-GAAP financial information are not recognized under Ind AS and do not have standardized meanings
prescribed by Ind AS. In addition, non-GAAP financial measures and key performance indicators used by us may
differ from similarly titled non-GAAP measures used by other companies. The principal limitation of these non-
GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be
recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations
as they reflect the exercise of judgment by management about which expenses and income are excluded or
included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-
GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS.
Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP
financial measures to their most directly comparable Ind AS financial measures included below and to not rely on
any single financial measure to evaluate our business. Other companies may calculate non-GAAP metrics
differently from the way we calculate these metrics. See “Risk Factors – Significant differences exist between Ind
385
AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to
investors’ assessment of our financial condition.” on page 59.

Financial Year
S. No. Particulars Units
2024 2023 2022
1. Revenue from operations(1) (₹ in million) 5,522.34 5,496.56 4,872.10
2. EBITDA(2) (₹ in million) 557.44 490.40 472.43
3. EBITDA Margin(3) (%) 10.09% 8.92% 9.70%
4. EBIT(4) (₹ in million) 454.37 394.26 386.42
5. EBIT Margin(5) (%) 8.23% 7.17% 7.93%
6. PAT(6) (₹ in million) 282.33 224.23 263.63
7. PAT Margin(7) (%) 5.11% 4.08% 5.41%
8. Net Working Capital(8) (₹ in million) 1,710.45 1,400.37 1,151.89
9. Inventory turnover ratio(9) (Times) 2.02 1.95 2.38
10. Fixed asset turnover ratio(10) (Times) 7.83 7.03 7.21
11. Debt-equity ratio(11) (Times) 0.67 0.93 0.56
12. Return on net worth(12) (%) 12.19% 11.03% 14.60%
13. Return on capital employed(13) (%) 11.93% 10.12% 13.81%
Notes:
1. Revenue from Operations means the revenue from operations as appearing in the Restated Consolidated Financial Information
2. EBITDA is calculated as profit / (loss) for the year, plus total tax expense (credit) for the year, finance costs and depreciation and
amortization expenses, excluding other Income.
3. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations.
4. EBIT is calculated as profit / (loss) for the year plus total tax expense / (credit) plus finance costs, excluding other Income.
5. EBIT Margin (%) is computed as EBIT divided by revenue from operations, excluding other Income.
6. Profit after Tax means profit / (loss) for the year from continuing operations as appearing in the Restated Consolidated Financial
Information.
7. Profit after Tax Margin refers to the percentage margin derived by dividing profit after tax by revenue from operations.
8. Net working capital has been calculated as total current assets minus total current liabilities.
9. Inventory turnover ratio is calculated as Cost of goods sold divided by inventory at the end of the year. Cost of goods sold includes cost
of raw material and components consumed; purchase of traded goods; and Changes in inventories of finished goods, work-in-progress
and traded goods.
10. Fixed asset turnover ratio is calculated as revenue from operations divided by fixed assets at the end of the year. Fixed assets include
property, plant and equipment; capital work-in-progress; intangible assets (including intangible assets under development) and right-of-
use assets.
11. Debt-equity ratio is calculated by dividing total debt (including both current and non-current borrowings) by the total equity for the year.
12. Return on Equity refers to the profit for the year attributable to equity shareholders of our Company divided by total Equity for the year.
13. Return on Capital Employed is calculated as earnings before interest and tax divided by Capital Employed. Earnings before interest and
tax is calculated as profit / (loss) for the year plus total tax expense / (credit) plus finance costs excluding other income. Capital Employed
is calculated as total equity plus total borrowings minus intangible assets (including intangible assets under development).

Overview of Income and Expenditure

The following descriptions set forth information with respect to key components of our profit and loss statement.

Income

Income consists of (i) revenue from operations and (ii) other income.

Revenue from operations

Revenue from operations comprises (i) revenue from sales less discounts; and (ii) government grants.

Other income

Other income primarily comprises (i) interest income; (ii) rental income; (iii) export incentive; (iv) profit/loss on
sale of assets; and (v) miscellaneous income.

Expenditure

Our expenses comprises (i) cost of raw material and components consumed; (ii) purchase of traded goods; (iii)
changes in inventories of finished goods, stock-in-trade and work-in-progress; (iv) employee benefits expense;
(v) finance costs; (vi) depreciation and amortization expenses; and (vii) other expenses (primarily consisting of
freight and forwarding expenses, advertising and sales promotions, and travel and conveyance expenses).

386
Tax Expense

Our tax expense represents the tax payable on the current period’s taxable income based on the applicable income
tax rate adjusted by income tax payable for earlier years and deferred tax charges or credit (reflecting the tax
effects of timing differences between accounting income and taxable income for the period).

Tax expense (including current tax, deferred tax charge / (credit) and income tax pertaining to earlier years) for
the Fiscal 2024, Fiscal 2023 and Fiscal 2022, amounted to ₹ 78.09 million, ₹ 78.90 million and ₹ 92.68 million,
respectively.

Deferred tax charges or credits and the corresponding deferred tax liabilities or assets are recognized using the
tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date and are expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled or the asset realized. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax is reviewed at each balance sheet date and written down or written up to reflect the amount that is
reasonably certain, as the case may be, to be realized.

Results of operations information based on the Restated Consolidated Financial Information

Set forth below is certain select financial information based on the Restated Consolidated Financial Information
for the Fiscal 2024, Fiscal 2023 and Fiscal 2022, the components of which are also expressed as a percentage of
our total income for the periods/Fiscals indicated.

Fiscal 2024 Fiscal 2023 Fiscal 2022

Amount Percentage Amount Percentage Amount Percentage
Particulars of total of total of total
income income income
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Revenue from operations 5,522.34 99.36% 5,496.56 99.54% 4,872.10 99.38%
Other income 35.53 0.64% 25.33 0.46% 30.20 0.62%
Total income (A) 5,557.87 100.00% 5,521.89 100.00% 4,902.30 100.00%
Expenses
Cost of raw materials and
4,026.65 72.45% 4,183.60 75.76% 3,062.96 62.48%
components consumed
Purchase of stock-in-trade 151.81 2.73% 215.24 3.90% 497.91 10.16%
Increase/(decrease) in
inventories of finished
(231.72) (4.17%) (320.72) (5.81%) 44.88 0.92%
goods, work-in-progress and
traded goods
Employee benefits expenses 388.90 7.00% 349.21 6.32% 298.03 6.08%
Finance costs 129.48 2.33% 116.45 2.11% 60.30 1.23%
Depreciation and
103.07 1.85% 96.14 1.74% 86.01 1.75%
amortisation expenses
Other expenses 592.62 10.66% 580.47 10.51% 496.67 10.13%
Total expenses (B) 5,160.80 92.86% 5,220.39 94.54% 4,546.77 92.75%
Profit exceptional items
397.07 7.14% 301.50 5.46% 355.53 7.25%
and before tax (C) = (A-B)
Exceptional Items (D) (36.65) (0.66%) 1.63 0.03% 0.78 0.02%
Profit/(Loss) before tax (E)
360.42 6.48% 303.14 5.49% 356.32 7.27%
= (C+D)
Tax expense
Current tax 108.11 1.95% 79.88 1.45% 95.27 1.94%
Income tax pertaining to
(17.89) (0.32%) 0.28 0.01% 0.47 0.01%
earlier years
Deferred tax charge/ (credit) (12.14) (0.22%) (1.26) (0.02%) (3.06) (0.06%)
Total Tax Expenses (F) 78.09 1.40% 78.90 1.43% 92.68 1.89%
Profit/(Loss) for the
282.33 5.08% 224.23 4.06% 263.63 5.38%
period/year (G) = (E-F)
Items that will not be
reclassified subsequently to
profit or loss:
387
 Remeasurement of defined
2.60 0.05% 4.16 0.08% (1.28) (0.03%)
benefit plans – gain/(loss)
Income tax relating to above
(0.90) (0.02%) (1.05) (0.02%) 0.32 0.01%
– (charge) / credit
Other comprehensive
income for the period (net 1.70 0.03% 3.11 0.06% (0.96) (0.02%)
of tax)
Total comprehensive
income for the period (net 284.03 5.11% 227.35 4.12% 262.68 5.36%
of tax)

Results of operations information for the Fiscal 2024 compared with Fiscal 2023

Total Income

Our total income increased by 0.65% from ₹5,521.89 million for Fiscal 2023 to ₹5,557.87 million for Fiscal 2024.

Revenue from Operations

Our revenue from operations increased by 0.47%, from ₹5,496.56 million in Fiscal 2023 to ₹5,522.34 million in
Fiscal 2024. Although the growth is modest, it represents a quantitative increase of approximately 20% due to a
significant price drop in Fiscal 2024. We achieved notable growth in several products, including Lambada
Cyhalothrin 5% EC, which increased from 113 metric tons to 551 metric tons, and Chlorantraniliprole 0.4% GR,
which grew from 98 metric tons to 319 metric tons. Additionally, Bifentherin sales increased from 55 metric tons
to 126 metric tons, and Clodinofop sales rose from 20 metric tons to 50 metric tons. We also introduced new
products, such as Dinotefuran Tech-TM, which sold 52 metric tons worth ₹100.00 million, Tembotrione 34.4%
SC, which sold 111 metric tons worth ₹102.10 million, and Chlorantraniliprole Tech, which sold 14 metric tons
worth ₹90.00 million.

Other Income

Our other income increased by 40.26%, from ₹25.33 million in Fiscal 2023 to ₹35.53 million in Fiscal 2024. This
increase was primarily due to a rise in interest income, which grew from ₹2.17 million to ₹9.92 million, and an
increase in miscellaneous income, which rose from ₹18.72 million to ₹20.51 million.

Expenses

Cost of Goods Sold

Our Cost of Goods Sold, which includes the aggregate of raw materials and components consumed, purchase of
stock-in-trade, and changes in inventories of finished goods, work-in-progress, and traded goods, decreased by
3.22%, from ₹4,078.12 million in Fiscal 2023 to ₹3,946.73 million in Fiscal 2024. This decrease was primarily
due to a reduction in raw material prices and a reduction in purchases from ₹4,167.23 million in Fiscal 2023 to
₹3,332.83 million in Fiscal 2024. However, packing material costs increased from ₹268.49 million in Fiscal 2023
to ₹323.37 million Fiscal 2024.

Employee benefits expenses

Our employee benefits expenses increased by 11.36%, from ₹349.21 million in Fiscal 2023 to ₹388.90 million in
Fiscal 2024. This increase was primarily due to salary increments and incentives for sales employees, as well as
the recruitment of senior personnel to develop and implement strategic initiatives.

Finance costs

Our finance costs increased by 11.19%, from ₹116.45 million in Fiscal 2023 to ₹129.48 million in Fiscal 2024.
This rise was primarily due to higher interest rates and increased working capital requirements, with interest
expenses growing from ₹78.96 million to ₹103.10 million.

Depreciation and amortisation expenses

Our depreciation and amortisation expenses increased by 7.21%, from ₹96.14 million in Fiscal 2023 to ₹103.07
388
million in Fiscal 2024. This increase was primarily due to the expansion of our asset base, including an addition
of ₹31.20 million to the factory building, ₹17.40 million to plant and machinery, and ₹24.30 million to other
assets.

Other expenses

Our other expenses increased by 2.09%, from ₹580.47 million in Fiscal 2023 to ₹592.62 million in Fiscal 2024.
This increase was primarily due to higher travelling expenses, which rose from ₹78.73 million in Fiscal 2023 to
₹99.09 million in Fiscal 2024, an increase in freight and forwarding expenses from ₹103.95 million in Fiscal 2023
to ₹117.05 million in Fiscal 2024, and a rise in sales promotion expenses from ₹105.61 million in Fiscal 2023 to
₹129.60 million in Fiscal 2024. However, we achieved savings of ₹38.32 million in currency expenses.

Profit before tax

As a result of the foregoing, our profit before tax increased by 18.90% from ₹303.14 million for Fiscal 2023 to
₹360.42 million for Fiscal 2024.

Tax expense

Our total tax expense (including current tax, deferred tax charge / (credit) and income tax pertaining to earlier
years) decreased by 1.04% from ₹78.90 million for Fiscal 2023 to ₹78.09 million for Fiscal 2024. Current tax
expense increased to ₹ 108.11 million in Fiscal 2024 compared to ₹ 79.88 million in Fiscal 2023 on account of
increase in profit before tax. Deferred tax was ₹ (12.14) million in Fiscal 2024 compared to ₹ (1.26) million in
Fiscal 2023 mainly on account of creation of deferred tax liability on temporary difference in depreciation and
Tax of earlier taxes was ₹ (17.89) million in Fiscal 2024 compared to ₹ 0.28 million in Fiscal 2023 on account of
right back of excess provision made in earlier years.

Profit for the year

For the reasons stated above, our profit for the year increased by 25.91% from ₹224.23 million for Fiscal 2023 to
₹282.33 million for Fiscal 2024.

Results of operations information for the Fiscal 2023 compared with Fiscal 2022

Total Income

Our total income increased by 12.64% from ₹4,902.30 million for Fiscal 2022 to ₹5,521.89 million for Fiscal
2023. In Fiscal 2022 and Fiscal 2023, our revenue from operations constituted 99.38% and 99.54% of our total
income, respectively.

Revenue from Operations

Our revenue from operations increased by 12.82%, from ₹4,872.10 million in Fiscal 2022 to ₹5,496.56 million in
Fiscal 2023. This growth is primarily attributed to our geographical expansion, particularly in West Bengal, where
our sales increased from ₹81.40 million to ₹171.10 million. Similarly, in Madhya Pradesh, sales grew from
₹103.60 million to ₹184.90 million. Additionally, certain products saw significant growth, such as Cypermethrin,
which increased from ₹0.40 million to ₹20.06 million; Glyphosate, from ₹2.18 million to ₹88.50 million;
Dinotefuron, from ₹6.62 million to ₹61.90 million; Imidacloprid, from ₹1.91 million to ₹12.90 million; and
Profenofos, from ₹8.00 million to ₹45.60 million.

Other Income

Our other income decreased by 16.13% from ₹30.20 million for Fiscal 2022 to ₹25.33 million for Fiscal 2023,
primarily attributable to a reduction in rental income, which declined from ₹2.43 million to ₹0.18 million, and a
decrease in export incentives from ₹6.41 million to ₹4.26 million.

389
Expenses

Cost of Goods Sold

Our Cost of Goods Sold, which includes the aggregate of raw materials and components consumed, purchase of
stock-in-trade/traded goods, and changes in inventories of finished goods, work-in-progress, and traded goods,
increased by 13.10%, from ₹3,605.75 million in Fiscal 2022 to ₹4,078.12 million in Fiscal 2023. This increase
was primarily due to a rise in raw material prices, leading to an increase in purchases from ₹2,667.10 million in
Fiscal 2022 to ₹4,167.23 million Fiscal 2023.

Employee benefits expenses

Our employee benefits expenses increased by 17.17%, from ₹298.03 million in Fiscal 2022 to ₹349.21 million in
Fiscal 2023. This increase was primarily due to salary increments and the hiring of new staff in various regions,
including West Bengal, Madhya Pradesh, and other areas where we have expanded our presence, which has also
contributed to our growth.

Finance costs

Our finance costs increased by 93.11%, from ₹60.30 million in Fiscal 2022 to ₹116.45 million in Fiscal 2023.
This increase was primarily due to higher working capital borrowings, driven by rising material costs.
Consequently, our interest expenses on working capital borrowings rose from ₹27.02 million in Fiscal 2022 to
₹78.96 million in Fiscal 2023.

Depreciation and amortisation expenses

Our depreciation and amortisation expenses increased by 11.77%, from ₹86.01 million in Fiscal 2022 to ₹96.14
million in Fiscal 2023. This increase was primarily due to the addition of fixed assets, as we invested ₹137.71
million in the plant and ₹35.11 million in the factory building.

Other expenses

Our other expenses increased by 16.87%, from ₹496.67 million in Fiscal 2022 to ₹580.47 million in Fiscal 2023.
This increase was primarily due to several factors: a loss of ₹34 million due to foreign currency price fluctuations,
a rise in power expenses from ₹32.09 million in Fiscal 2022 to ₹51.26 million in Fiscal 2023, and an increase in
travel expenses from ₹57.59 million in Fiscal 2022 to ₹78.73 million in Fiscal 2023, as a result of business
expansion.

Profit before tax

For the reasons discussed above, our profit before tax decreased by 14.92% from ₹356.32 million for Fiscal 2022
to ₹303.14 million for Fiscal 2023.

Tax expense

Our total tax expense (including current tax, deferred tax charge/(credit) and income tax pertaining to earlier years)
decreased by 14.87% from ₹ 92.68 million for Fiscal 2022 to ₹ 78.90 million for Fiscal 2023 which was primarily
attributable to decrease in Current Tax from ₹ 95.27 million for Fiscal 2022 to ₹ 79.88 million for Fiscal 2023 on
account of decrease in Profit before tax.

Profit for the year

As a result of the above, our profit for the year decreased by 14.94% from ₹263.63 million for Fiscal 2022 to
₹224.23 million for Fiscal 2023.

390
Liquidity and Capital Resources

Capital Requirements

Our principal capital requirements are for capital expenditure, acquisitions of technologies, working capital
requirements and payment of principal and interest on our borrowings. Our principal source of funding has been,
and is expected to continue to be, cash generated from our operations, supplemented by borrowings from banks
and financial institutions. For the Fiscal 2024, Fiscal 2023 and Fiscal 2022, we met our funding requirements,
including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements
and other cash outlays, principally with funds generated from operations, with the balance met from external
borrowings.

Liquidity

Our primary liquidity requirements have been to finance our working capital needs and capital expenditures,
including for upgrading of existing facilities, manufacturing capacity expansion and undertaking of new projects,
and the repayment of borrowings and debt service obligations. Historically, our principal sources of funding have
included cash generated from operations, borrowings by way of short-term and long-term borrowings from banks,
credit granted by suppliers, cash and cash equivalents and equity and financing provided by our shareholders. We
have also entered into various revolving credit and other working capital facilities, which provides sufficient
liquidity for our present requirements.

We had aggregate cash and cash equivalents and other bank balances of ₹29.16 million, ₹36.87 million and ₹47.93
million as at March 31, 2024, March 31, 2023 and March 31, 2022, respectively.

Cash Flows Based on the Restated Consolidated Financial Information

The following table summarizes our cash flows for the Fiscal 2024, Fiscal 2023 and Fiscal 2022:
(₹ in million)
As at or for the fiscal year ended
Particulars March 31,
2024 2023 2022
Net cash generated from operating activities 533.40 (570.10) (70.05)
Net cash used in investing activities (52.25) (192.94) (100.15)
Net cash used in financing activities (488.85) 751.98 160.94
Net increase / (decrease) in cash and cash equivalents (7.71) (11.06) (9.26)
Cash and cash equivalents at the beginning of the period/year 36.87 47.93 57.20
Cash and cash equivalents at the end of the period/year 29.16 36.87 47.93

Net cash generated from operating activities

We generated ₹533.40 million net cash from operating activities during Fiscal 2024. While our profit before tax
for the year was ₹360.42 million, we had operating profit before working capital changes of ₹622.30 million. Our
working capital adjustments for Fiscal 2024 was (₹25.10). Our net cash generated from operating activities was
₹597.20 million, adjusted by direct taxes paid (including tax deducted at source) of ₹63.80 million.

We generated (₹570.10) million net cash from operating activities during Fiscal 2023. While our profit before tax
for the year was ₹303.14 million, we had operating profit before working capital changes of ₹516.08 million. Our
working capital adjustments for Fiscal 2023 was (₹978.28), primarily due to an increase in inventories of ₹572.84
million, increase in trade receivables of ₹348.67 million and decrease in trade payables of ₹192.71 million, which
was partially offset by increase in short-term financial liabilities of ₹132.12 million. Our operating profit after
working capital changes was (₹462.20) million, adjusted by direct taxes paid (including tax deducted at source)
of (₹107.90) million.

We generated (₹70.05) million net cash from operating activities during Fiscal 2022. While our profit before tax
for the year was ₹356.32 million, we had operating profit before working capital changes of ₹497.33 million. Our
working capital adjustments for Fiscal 2022 was (₹471.08), primarily due to increase in trade receivables of
₹350.86 million, increase in current assets of ₹150.28 million and decrease in trade payables of ₹130.68 million,
which was partially off-set by decrease in inventory of ₹163.12 million. Our operating profit after working capital
changes was ₹26.25 million, adjusted by direct taxes paid (including tax deducted at source) of ₹96.30 million.

391
Net cash used in investing activities

Net cash used in investing activities in Fiscal 2024 was (₹52.25) million, primarily on account of additions made
to property, plant and equipment of ₹248.48 million, which was partially offset by proceeds received from sale of
property, plant and machinery of ₹186.31 million.

Net cash used in investing activities in Fiscal 2023 was (₹192.94) million, primarily on account of additions made
to property, plant and machinery of ₹201.61 million.

Net cash used in investing activities in Fiscal 2022 was (₹100.15) million, primarily on account of additions made
to property, plant and machinery of ₹132.06 million.

Net cash used in financing activities

Net cash used in financing activities in Fiscal 2024 amounted to (₹488.85) million, which primarily consisted of
repayment of short borrowings of ₹312.90 million and interest paid of ₹124.93 million.

Net cash used in financing activities in Fiscal 2023 amounted to ₹751.98 million, which primarily consisted of
proceeds from short borrowings of ₹797.08 million, partially offset by interest paid of ₹111.09 million

Net cash used in financing activities in Fiscal 2022 amounted to ₹160.94 million, which primarily consisted of
proceeds from short borrowings of ₹530.26 million, partially offset by repayment of long term borrowings of
₹302.01 million and interest paid of ₹55.32 million.

Contingent Liabilities and Commitments

The following table summarizes our contingent liabilities and commitments as at March 31, 2024, March 31,
2023, and March 31, 2022, as determined in accordance with Ind AS 37, are described below:
(₹ in millions)
As at March 31,
Particulars
2024 2023 2022
Contingent Liabilities and Commitments 206.29 102.99 538.16

For details, see “Restated Consolidated Financial Information – Notes to Restated Consolidated Financial
Information – Note 49 – Commitment and Contingent Liabilities” on page 362.

Lease Liabilities

We have entered into lease contracts for office and warehouse buildings used in our operations. Leases generally
have terms ranging from 1 to 5 years, after which the lease is subject to renewal at the option of the lessee or
lessor. We also have certain short-term leases for which an exemption has been availed.

The following table sets forth a summary of our lease liabilities as at March 31, 2024, March 31, 2022, and March
31, 2022, broken down by current and non-current:
(₹ in millions)
Particulars March 31, 2024 March 31, 2023 March 31, 2022
Current 9.15 12.52 8.38
Non-current 35.91 44.55 44.92
Total 45.06 57.07 53.30

Capital Expenditure

Capital expenditure is calculated as the total of additions made to property, plant, and equipment; additions to
intangible assets; net movement in capital work-in-progress; and net movement in intangible assets under
development. Net movement is calculated as the closing balance minus the opening balance, in accordance with
our Restated Consolidated Financial Information.

During the Fiscal 2024, Fiscal 2023 and Fiscal 2022, our capital expenditure amounts to ₹321.37 million, ₹406.24
million and ₹224.45 million, respectively. The following table summarizes our capital expenditure for the for
Fiscal 2024, Fiscal 2023 and Fiscal 2022:

392
 (₹ in millions)
For the fiscal year ended March 31,
Particulars
2024 2023 2022
Additions to property, plant and equipment:
Factory Buildings 31.20 35.11 60.74
Plant and Machinery 17.40 137.71 22.51
Furniture and Fixture 13.43 23.07 4.75
Motor Vehicles 10.86 8.75 4.40
Additions to property, plant and equipment (A) 72.89 204.64 92.39
Additions to intangible assets (excluding goodwill) (B) 37.93 1.52 6.51
Net movement of capital work-in-progress (C) 148.35 (16.45) 36.31
Net movement of intangible assets under development (D) (10.69) 11.88 (3.15)
Total Capital Expenditure (A+B+C+D) 321.37 406.24 224.45

The above capital expenditures were primarily financed by internally generated resources and long-term bank
borrowings.

Financial Indebtedness

The following table sets forth our secured and unsecured debt position as of August 31, 2024.

(in ₹ million)
Category of Borrowing Sanctioned amount Outstanding amount
Borrowings of our Company
Fund Based
Secured
Term Loan 530.00 400.80
Working Capital Facilities 1,967.00 1,477.70
Unsecured
Loan from Promoter 10,000.00 7.30
Working Capital Facilities 4.00 0.85
Sub-total (A) 12,501.00 1,886.65
Non-fund Based
Secure
Working Capital Facilities 110.00 47.00
Unsecured
Working Capital Facilities - -
Sub-total (B) 110.00 47.00
Total (A)+(B) 12,611.00 1,933.65
Borrowing of our Subsidiaries
Fund Based
Secured
Term Loan - -
Working Capital Facilities - -
Unsecured
Term Loan - -
Working Capital Facilities - -
Sub-total (C) - -
Non-Fund Based
Secured
Working Capital Facilities - -
Unsecured
Working Capital Facilities - -

393
 Category of Borrowing Sanctioned amount Outstanding amount
Sub-total (D) - -
Total (C)+(D) - -
Grand Total (A)+(B)+(C)+(D) 12,611.00 1,933.65
^
As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, by way of their certificate dated
September 25, 2024

Quantitative and Qualitative Disclosures about Market Risk

Our Board of Directors has overall responsibility for the establishment and oversight of our risk management
framework. Our Board of Directors is responsible for developing and monitoring our risk management policies.
Our risk management policies are established to identify and analyse the risk we face, to set appropriate risk limits
and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and our activities. Our Board of Directors oversees how
management monitors compliance with our risk management policies and procedures, and reviews the adequacy
of the risk management framework in relation to the risks we face. The Board of Directors is assisted in its
oversight role by internal audit team. Internal audit team undertakes both regular and ad hoc reviews of risk
management controls and procedures, the results of which are reported to the Board of Directors.

Credit Risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. We are exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing activities, including deposits with banks and other financial instruments.

Trade receivables
Customer credit risk is managed by each business unit subject to our established policy, procedures and control
relating to customer credit risk management. To manage trade receivables, we periodically assess the financial
reliability of customers, taking into account the financial conditions, economic trends, analysis of historical bad
debts and ageing of such receivables.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets
disclosed in “Restated Consolidated Financial Information – Notes to Restated Financial Information – Note 46
– Financial instruments – Fair value measurements” on page 355. We do not hold collateral as security. We
evaluate the concentration of risk with respect to trade receivables as low, as our customers are located in several
jurisdictions and industries and operate in largely independent markets

The ageing of trade receivables at the reporting date was:

(₹ in millions)
Particulars As at As at As at
March 31, 2024 March 31, 2023 March 31, 2022
Total 2,213.71 1,764.66 1,415.99
Less than 6 months 1,806.24 1,557.44 1,274.76
6 months to 1 years 266.00 103.28 76.18
1-2 years 58.58 46.02 32.44
2-3 years 50.55 28.01 17.98
More than 3 years 32.33 29.91 14.79

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the management in accordance with
our policy. Counterparty credit limits are reviewed by the management on an annual basis and may be updated
throughout the year or period. The limits are set to minimise the concentration of risks and therefore mitigate
financial loss through counterparty’s potential failure to make payments.

Liquidity Risk

Liquidity risk is the risk that we may encounter difficulty in meeting the obligations associated with our financial
liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to
ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under
both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.

394
Our management monitors rolling forecasts of our liquidity position and cash and cash equivalents on the basis
of expected cash flows to ensure it has sufficient cash to meet operational needs. Such forecasting takes into
consideration of our debt financing plans, covenant compliance and compliance with internal statement of
financial position ratio targets.

The table below summarizes the maturity profile of our undiscounted contractual maturities of financial liabilities
at the reporting date:
(₹ in millions)
As at March 31, 2024 Less than 1 year 1 to 5 years Above 5 years Total
Borrowings* 1,360.06 185.56 - 1,545.62
Lease liabilities* 9.15 9.89 26.02 45.06
Trade payables 1,097.36 - - 1,097.36
Other financial liabilities 177.67 - - 177.67
Total 2,644.25 195.45 26.02 2,865.72

(₹ in millions)
As at March 31, 2023 Less than 1 year 1 to 5 years Above 5 years Total
Borrowings* 1,672.96 219.22 - 1,892.18
Lease liabilities* 12.52 18.05 26.49 57.06
Trade payable 818.35 - - 818.35
Other financial liabilities 123.29 - - 123.29
Total 2,627.11 237.27 26.49 2,890.88

(₹ in millions)
As at March 31, 2022 Less than 1 year 1 to 5 years Above 5 years Total
Borrowings* 875.88 137.90 - 1,013.78
Lease liabilities* 8.38 17.99 26.92 53.29
Trade payable 1,011.06 - - 1,011.06
Other financial liabilities 113.91 - - 113.91
Total 2,009.23 155.90 26.92 2,192.05
* Amount includes interest payable in subsequent years

Market Risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity
prices – will affect our income or the value of our holdings of financial instruments. Market risk is attributable to
all market risk sensitive financial instruments including foreign currency receivables and payables and long term
debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the
market value of certain commodities. Thus, its exposure to market risk is a function of investing and borrowing
activities and revenue generating and operating activities. The objective of market risk management is to avoid
excessive exposure in revenue and costs.

In relation to long term contracts (including derivative contracts) group has a process to assess for material
foreseeable losses. At the end, the Group has reviewed and ensured that there are no material foreseeable losses.

Capital risk management

Our objectives when managing capital are to safeguard our ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital. In order to maintain or adjust the capital structure, we may adjust the amount of
dividend paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Our capital structure consists of equity (comprising issued capital and internal accruals), preference shares, and
other long-term borrowings.

Interest Rate Risk

Interest rate risk is the risk that changes in market interest rates will lead to changes in fair value of financial
instruments or changes in interest income, expense and cash flows of the Company. We are subject to variable
interest rates on some of its interest bearing liabilities. Our interest rate exposure is mainly related to debt
obligations.

The exposure of the Company's borrowings to interest rate changes at the end of the reporting period are as
follows:

395
 (₹ in millions)
As at As at As at
Particulars March 31,
March 31, 2024 March 31, 2023
2022
Variable rate borrowings:
Short term borrowings 1,291.39 1,574.25 810.82
Long term borrowings (including current maturities) 254.23 317.93 202.96
Total Variable Rate Borrowings 1,545.62 1,892.18 1,013.78

Foreign Currency Risk

We undertake transactions denominated in foreign currencies. Consequently, we are exposed to exchange rate
fluctuations. Exchange rate exposures are managed within approved policy parameters utilizing foreign exchange
contracts.

Exposure to currency risk:

The carrying amount of our foreign currency denominated monetary assets and monetary liabilities at the reporting
date are as follows:
(₹ in millions)
As at As at As at
Particulars Currency March 31,
March 31, 2024 March 31, 2022
2023

Trade receivables
INR/USD - increase by 5% USD (11.51) (0.11) (11.41)
INR/USD - decrease by 5% USD 11.51 0.11 11.41
INR/CNY - increase by 5% CNY - - -
INR/CNY - decrease by 5% CNY - - -

Advances from customer

INR/USD - increase by 5% USD 0.29 1.26 -
INR/USD - decrease by 5% USD (0.29) (1.26) -
INR/CNY - increase by 5% CNY - - -
INR/CNY - decrease by 5% CNY - - -

Trade Payables
INR/USD - increase by 5% USD 11.57 8.33 13.73
INR/USD - decrease by 5% USD (11.57) (8.33) (13.73)
INR/CNY - increase by 5% CNY - 0.69 -
INR/CNY - decrease by 5% CNY - (0.69) -

Advance to Vendors
INR/USD - increase by 5% USD 0.02 - -
INR/USD - decrease by 5% USD (0.02) - -
INR/CNY - increase by 5% CNY - - -
INR/CNY - decrease by 5% CNY - - -

Out of the above foreign currency exposures, none of the monetary assets and liabilities are hedged by a derivative
instrument or otherwise.

Excessive Risk Concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in
the same geographical region, or have economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate
the relative sensitivity of our performance to developments affecting a particular industry. In order to avoid
excessive concentrations of risk, our policies and procedures include specific guidelines to focus on the
maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed
accordingly.

Reservations, Qualifications, Adverse Remarks and Matters of Emphasis Included in Financial Statements

There are no reservations, qualifications, adverse remarks and matters of emphasis included in our Restated
Consolidated Financial Statements.
396
Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other
entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Related Party Transactions

We enter into various transactions with related parties. For further information see “Restated Consolidated
Financial Information – Notes to Restated Financial Information – Note 45 – Related party transactions” on page
350.

Significant economic changes that materially affect or are likely to affect income from continuing
operations

Other than as described above, to the knowledge of our management, there are no other significant economic
changes that materially affect or are likely to affect income from continuing operations.

Unusual or Infrequent Events of Transactions

Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions,
including unusual trends on account of business activity, unusual items of income, change of accounting policies
and discretionary reduction of expenses etc., that, to our knowledge, may be described as “unusual” or
“infrequent”.

Known Trends or Uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in the
heading titled “— Principal Factors Affecting our Results of Operations” and the uncertainties described in the
“Risk Factors” on pages 367 and 30, respectively. To our knowledge, except as described or anticipated in this
Draft Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact
on our sales, revenue or income from continuing operations.

Future Relationship between Cost and Income

To the knowledge of our management, there are no known factors that might affect the future relationship between
costs and revenue.

Significant dependence on single or few customers

We do not have any dependence on single or few customers.

Seasonality of business

Our agrochemicals business is affected by seasonal variations and adverse weather conditions. For further
information, see “Risk Factors – Our business is subject to climatic conditions and is cyclical in nature. Seasonal
variations and unfavourable local and global weather patterns may have an adverse effect on our business, results
of operations and financial condition. Further, any change in Government policies towards the agriculture sector
or a reduction in subsidies and incentives provided to farmers could adversely affect our agrochemicals business
and result of operations.” on page 46.

Competitive conditions

We operate in a competitive environment and expect competition in our industry from existing and potential
competitors to intensify. Please refer to the sections “Industry Overview”, “Our Business”, and “Risk Factors” on
pages 140, 220 and 30, respectively, for further information on our industry and competition.

397
Significant Developments after March 31, 2024 that may affect our future results of operations

Except as disclosed in this Draft Red Herring Prospectus, to the Company’s knowledge, no circumstances have
arisen since the date of the last financial statements forming part of the Restated Consolidated Financial
Information as disclosed in this Draft Red Herring Prospectus that could materially and adversely affect or are
likely to affect our operations or profitability, the value of our assets or our ability to pay our liabilities within the
next 12 months.

398
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalisation as at March 31, 2024, on the basis of our Restated
Consolidated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with
“Risk Factors”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, on pages 30, 295 and 367, respectively.

(₹ in million, except ratios)

Particulars Pre-Offer as at Post-Offer(2)
March 31, 2024(1)
Total Borrowings
Non-Current Borrowings (A) 185.56 [●]
Current Borrowings (including current maturities of long-term [●]
1,360.06
borrowing) (B)
Total Borrowings (C) = (A+B) 1,545.62 [●]

Total Equity
Paid-up share capital (D) 236.44 [●]
Other Equity (E) 2,080.07 [●]
Total Equity (F) = (D)+(E) 2,316.51 [●]

Total (H) = (C)+(F) 3,862.13 [●]

Non-current borrowings/Total equity (A)/(F) 0.08 [●]

Total borrowings/Total equity (C)/(F) 0.67 [●]
Notes:
1) Borrowings with original contractual maturity of more than 1 year are classified as non-current as per guidance of Schedule III of the
Companies Act, 2013. Both current and non-current borrowings are excluding accrued interest.
2) The corresponding post-offer capitalization data for each of the amounts given in the above table is not determinable at this stage pending
the completion of the Book Building process and hence the same have not been provided in the above statement.

399
 FINANCIAL INDEBTEDNESS

Our Company and Subsidiaries have availed loans in the ordinary course of their business for purposes such as,
inter alia, meeting their capital expenditure and working capital requirements and for general corporate purposes.
Our Company has obtained the necessary consents required under the relevant loan documentation for undertaking
activities in relation to the Offer, such as, inter alia, effecting a change in the management of our Board or
promoter shareholding. For details regarding the resolution passed by our Shareholders on April 28, 2023,
authorizing the borrowing powers of our Board, see “Our Management – Borrowing Powers of our Board” on
page 271.

As on August 31, 2024, the aggregated outstanding borrowings of our Company and Subsidiaries amounted to ₹
1,933.65 million on a consolidated basis. Set forth below is a brief summary of the borrowings:

(in ₹ million)
Category of Borrowing Sanctioned amount Outstanding amount
Borrowings of our Company
Fund Based
Secured
Term Loan 530.00 400.80
Working Capital Facilities 1,967.00 1,477.70
Unsecured
Loan from Promoter 10,000.00 7.30
Working Capital Facilities 4.00 0.85
Sub-total (A) 12,501.00 1,886.65
Non-fund Based
Secure
Working Capital Facilities 110.00 47.00
Unsecured
Working Capital Facilities - -
Sub-total (B) 110.00 47.00
Total (A)+(B) 12,611.00 1,933.65
Borrowing of our Subsidiaries
Fund Based
Secured
Term Loan - -
Working Capital Facilities - -
Unsecured
Term Loan - -
Working Capital Facilities - -
Sub-total (C) - -
Non-Fund Based
Secured
Working Capital Facilities - -
Unsecured
Working Capital Facilities - -
Sub-total (D) - -
Total (C)+(D) - -
Grand Total (A)+(B)+(C)+(D) 12,611.00 1,933.65
^
As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, by way of their certificate dated
September 25, 2024

Principal terms of the facilities sanctioned to our Company:

The details provided below are indicative and there may be additional terms, conditions and requirements under
the various borrowing arrangements entered into by our Company:

1. Interest: In respect of the facilities sanctioned to our Company, the interest rate ranges from 8.61% per annum
to 9.20% per annum. The interest rate for the loans sanctioned to our Company is typically tied to a base rate/
marginal cost of lending rate as decided by the RBI and spread per annum, which may vary from lender to

400
 lender.

2. Tenor: The tenor of the term loans availed by our Company is typically for 60 months. The tenor of the
working capital facilities availed by us are payable on demand and typically ranges upto 3 months. The tenor
of certain facilities is also determined mutually between the parties.

3. Pre-payment: Certain facilities require prior written intimation of the lenders before prepayment of the
facilities. Certain facilities carry a pre-payment penalty which may be levied at the discretion of the lenders
on the pre-paid amount. The pre-payment penalty payable, where stipulated, ranges from Nil to 2.00% under
certain circumstances on the amount pre-paid, or on the balance outstanding.

4. Re-payment: The working capital facilities are typically repayable on demand.

5. Events of Default: Borrowing arrangements entered into by us contain certain standard events of default,
including, inter alia:

a) Occurrence of default in the payment of loan obligations or any amount due or part thereof.

b) Default in the performance of any obligations under the financing documents.

c) Borrower and/or any other relevant person have, voluntarily or involuntarily become the subject of
proceedings under any bankruptcy or insolvency law, or are voluntarily or involuntarily dissolved, becomes
bankrupt or insolvent.

d) Any information provided by the Borrower is incorrect or untrue.

e) Any circumstance or event occurs which is or is likely to prejudice, impair, imperil, depreciate or
jeopardize any security or any part thereof.

f) Any change in the control of the Company or subsidiaries without the prior consent of the Bank

g) Borrower fails to furnish to the Bank detailed end use statement of the Loan as and when so required by
the Bank within the time prescribed by the Bank.

This is an indicative list and there may be additional requirements for creation of security under the various
borrowing arrangements entered into by us.

6. Consequences of events of default: In terms of our borrowing arrangements, the following, among others, are
the consequences of occurrence of events of default, whereby the lenders may, without any notice to the
borrower:

a) set off, appropriate or adjust the deposits;

b) declare that that all or part of the loan obligations be immediately due and payable;

c) terminate the facilities or suspend or cancel the facilities or reduce the availability of the amounts of the
facilities;

d) cancel the undrawn commitment and suspend withdrawals under the facilities; and

e) enforce the security.

7. Restrictive Covenants: Certain borrowing arrangements entered into by us contain restrictive covenants,
including, inter alia, that the borrower cannot without prior written consent or intimation:

a) change in promoter shareholding (including pledge of shares) beyond 75%;

b) any investment or loans and advances to group entities;

c) permit any change in its ownership or control or management;

d) any change in shareholding pattern;

401
 e) Make any amendments to its constitutional documents;

This is an indicative list and there may be additional restrictive covenants under the various borrowing
arrangements entered into by our Company, that may require the consent of the relevant lender. We are also
required to keep our lenders informed of any event likely to have a substantial effect on our business.

8. Security/Collateral in the bank: In accordance with the terms of our borrowings requiring securities to be
created, we are typically required to:

a. create security by way of first pari passu charge on our Company's current assets by way of hypothecation
(both present and future);

b. create security by way of first pari passu charge on movable and immovable fixed assets of our Company;

c. create security by way of hypothecation on our Company’s present, future stocks and receivable, plant and
machinery on a pari passu basis; and

d. personal guarantee provided by (i) Mr. Om Prakash Aggarwal, Mr. Sanjay Aggarwal and Mrs. Anshu
Aggarwal, our individual Promoter; and (ii) Om Prakash Aggarwal (HUF), a member of our Promoter
Group

e. charge on immovable property(s) provided by (i) Mr. Om Prakash Aggarwal, Mr. Sanjay Aggarwal and
Mrs. Anshu Aggarwal, our individual Promoter; and (ii) Om Prakash Aggarwal (HUF), a member of our
Promoter Group.

This is an indicative list and there may be additional restrictive covenants under the various borrowing
arrangements entered into by our Company, that may require the consent of the relevant lender. We are also
required to keep our lenders informed of any event likely to have a substantial effect on our business.

Set forth below is a tabulation of our aggregate outstanding borrowings amounting to ₹ 1,933.65 million, as on
the last three Fiscals:

Outstanding
Disbursed amount (₹
Sanctioned Charge
Category of Name of Rate of amount (₹ in Secured in million)
Amount (₹ Created
borrowing Lenders Interest million) as on (Yes/No) as on
in million) (Yes/No)
August 31, 2024 August 31,
2024
8.89
(Linked
with 3 M T
Cash Credit HDFC
Bill and 300.00 300.00 Yes Yes 171.90
Limit Bank
Spread 2.28
i.e., T Bill –
6.61)
Pre-Shipment
HDFC SOFR + 350
Credit in Foreign 160.00 160.00 Yes Yes 118.60
BANK BPS
Currency
LC Com -
Letter of Credit + HDFC 0.45%
310.00 310.00 Yes Yes 172.40
Buyers Credit BANK SOFR + 350
BPS
HDFC
PSR N.A. 50.00 50.00 Yes Yes -
BANK
HDFC
Bank Guarantee N.A. 20.00 20.00 Yes Yes -
BANK
800316842
– 9.00%
HDFC (Spread-
Term Loan 410.00 410.00 Yes Yes 355.00
BANK 2.28%)
87067466 –
8.40%

402
 Outstanding
Disbursed amount (₹
Sanctioned Charge
Category of Name of Rate of amount (₹ in Secured in million)
Amount (₹ Created
borrowing Lenders Interest million) as on (Yes/No) as on
in million) (Yes/No)
August 31, 2024 August 31,
2024
(Spread-
1.68%)
88584098 –
8.62%
(Spread-
2.14%)
99554741 –
8.89%
(Spread-
2.17%)
Interest rate
linked with
3 MT Bill
Only
HDFC
Corporate Cards N.A. 4.00 4.00 personnel No 0.85
BANK
guarantee
3 Months T-
Cash Credit Bill +
HSBC 300.00 300.00 Yes Yes 240.30
Limit 2.25%
(Spread)
SOFR +
Letter of Credit +
HSBC 1.75% 200.00 200.00 Yes Yes 188.00
Buyers Credit
(Spread)
Term Loan HSBC 9.10% 120.00 113.50 Yes Yes 45.80
Corporate Cards HSBC N.A. 5.00 5.00 Yes No -
Cash Credit 3M-MIBOR
SCB 350.00 340.90 Yes Yes 315.20
Limit + 1.36%
Letter of Credit +
SCB 0.80% 50.00 50.00 Yes Yes 47.00
Buyers Credit
1 MONTH
Cash Credit MCLR +
DBS 170.00 170.00 Yes Yes 146.20
Limit 0.15%
(Spread)
LC Com -
Letter of Credit + 0.50%
DBS 180.00 180.00 Yes Yes 125.10
Buyers Credit BC/PID –
7.61%
Anshu
Unsecured Loan 8% 0.25 No No 0.25
Aggarwal
Sanjay
Unsecured Loan 8% 2.85 No No 2.85
Aggarwal 10,000.00
Arnav
Unsecured Loan 8% 2.60 No No 2.60
Aggarwal
Sanshi
Unsecured Loan 8% 1.60 No No 1.60
Aggarwal
Total 12,611.00 2,620.70 1,933.65

For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings,
see “Risk Factors – We have incurred indebtedness, and an inability to comply with repayment and other
covenants in our financing agreements could adversely affect our business, financial condition, cash flows and
credit rating.” on page 40.

403
 SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as disclosed in this section, there are no (i) outstanding criminal proceedings (including matters at FIR
stage where no/ some cognizance has been taken by any court) involving our Company, Subsidiaries, Promoters
and Directors (collectively, the “Relevant Parties”); (ii) outstanding actions taken by regulatory or statutory
authorities involving the Relevant Parties; (iii) disciplinary actions, including penalty imposed by SEBI or stock
exchanges against our Promoters in the last five Financial Year, including outstanding action; (iv) outstanding
claims related to direct and indirect taxes (disclosed in a consolidated manner giving the total number of claims
and the total amount involved) involving the Relevant Parties; and (v) any other pending litigation as determined
to be material by our Board, pursuant to its resolution dated September 20, 2024 (“Materiality Policy”) in
accordance with the SEBI ICDR Regulations, involving the Relevant Parties. As on date of this Draft Red Herring
Prospectus, there are no pending litigation involving our Group Companies which may have a material impact
on our Company.

In terms of the Materiality Policy, all pending litigation involving the Relevant Parties, other than criminal
proceedings, actions taken by regulatory authorities and statutory authorities, disciplinary actions and tax
matters, would be considered ‘material’ if:

(a) the monetary claim made by or against the Relevant Parties in any such pending litigation/ arbitration
proceeding is equivalent to or in excess of (i) 2% of the turnover of the Company, as per the restated
consolidated financial information for the preceding financial year, equivalent to ₹ 114.30 million; or (ii)
2% of net worth of the Company as per the Restated Consolidated Financial Information as at the end of
the preceding financial year, equivalent to ₹ 47.20 million; or (iii) 5% of the average of absolute value of
profit or loss after tax as per the last three Fiscals included in the Restated Consolidated Financial
Information, equivalent to ₹ 13.60 million, whichever is lower, being ₹ 13.60 million; or

(b) any litigation which, irrespective of the amount involved in such litigation, involve the Relevant Parties
and could have, in the opinion of the Board, a material and adverse effect on the business, operations,
performance, prospects, financial position, reputation or cash flows of the Company; or

(c) any such litigation where the decision in one case is likely to affect the decision in similar matters such
that the cumulative amount involved in such matters exceeds the threshold as specified in (a) above, even
though the amount involved in an individual matter may not exceed the threshold as specified in (a) above.

For the purposes of the above, it is clarified that pre-litigation notices received by any Relevant Parties from third
parties (excluding notices issued by governmental, statutory, regulatory, judicial, quasi-judicial or taxation
authorities or notices threatening criminal action) shall, unless otherwise decided by the Board, not be considered
as litigation and accordingly not be disclosed in this Draft Red Herring Prospectus until such time that Relevant
Parties are impleaded as defendants in litigation proceedings before any judicial/ arbitral forum.

Further, in accordance with the Materiality Policy, a creditor shall be considered “material” if the outstanding
dues to such creditor is equal to or in excess of 5% of the total consolidated trade payables of our Company as at
the end of the last completed financial year, as per the Restated Consolidated Financial Information included in
this Draft Red Herring Prospectus. The consolidated trade payables of our Company as on March 31, 2024, was
₹ 1,097.36 million. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor
individually exceeds ₹ 54.87 million as on March 31, 2024 (“Material Creditor”).

Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring
Prospectus. All terms defined in a particular litigation disclosure below are for that particular litigation only.

404
 I. LITIGATION INVOLVING OUR COMPANY

(i) Litigation against our Company

(a) Material civil litigation

NIL

(b) Criminal litigation

NIL

(c) Actions taken by Regulatory and Statutory Authorities

Our Company was issued a Show Cause Notice on March 31, 2023, by the Additional
Commissioner of Customs (“Additional Commissioner”) for allegedly misclassifying exports
of Lambda Cyhalothrin, Alphacypermethrin, Deltamethrin, and Bifenthrin (“Products”) under
Tariff Items 3808 9199 and 3808 9910, resulting in the wrongful availing of incentives under
the Merchandise Exports from India Scheme (“MEIS”). In response, the Company submitted
its reply on September 4, 2023. After consideration, the Additional Commissioner passed an
order on January 23, 2024 (“Order”), rejecting the classification, reclassifying the Products
under Tariff Item 3808 6900, and ordering the confiscation of the Products under Section 113(i)
of the Customs Act, 1962, along with a redemption fine of ₹ 25,00,000 under Section 125(1) of
the Customs Act, 1962. Further, penalties of ₹ 5,00,000 under Section 114(iii) and ₹ 200,000
under Section 114AA of the Customs Act, 1962 were also imposed. Subsequently, our
Company filed an appeal in March 2024 before the Commissioner of Customs (Appeals), Nhava
Sheva, contesting the findings and penalties in the Order. The matter is currently pending, with
the hearing awaited.

(ii) Litigation by our Company

(a) Material civil litigation

NIL

(b) Criminal litigation

Our Company has filed 216 criminal complaints against various entities under Section 138 of
the Negotiable Instruments Act, 1881, in relation to dishonour of cheques issued in favour of
our Company. These matters are currently pending at different stages of adjudication before
various fora. The aggregate amount involved in these matters is ₹ 104.57 million.

II. LITIGATION INVOLVING OUR SUBSIDIARY

(i) Litigation against our Subsidiary

(a) Material civil litigation

NIL

(b) Criminal litigation

NIL

(c) Actions taken by regulatory and statutory authorities

NIL

405
 (ii) Litigation by our Subsidiary

(a) Material civil litigation

NIL

(b) Criminal litigation

NIL

III. LITIGATION INVOLVING OUR PROMOTERS

(i) Litigation against our Promoters

(a) Material civil litigation

NIL

(b) Criminal litigation

A complaint was filed by Agriculture Officer against Sanjay Aggarwal and Pushap Kumar in
the Sub-Divisional Judicial Magistrate, Sunam (Case No. COMA/27/2018), alleging
misbranding of an insecticide sample under the product having brand name “Jai Ho”, which
violated the Insecticides Act, 1968. Further, proceedings have been delayed due to a petition
before the High Court of Chandigarh, seeking to quash the complaint, with no interim orders
passed. Separately, Jai Shree Rasayan Udyog Ltd. and others have filed a similar petition
(CRM-M-50689-2019) also contesting misbranding allegations. The High Court issued a
notice of motion for March 25, 2020, and the proceedings before the trial court have been
stayed pending further orders.

(c) Actions taken by Regulatory and Statutory Authorities

NIL

(ii) Litigation by our Promoters

(a) Material civil litigation

NIL

(b) Criminal litigation

NIL

(iii) Disciplinary actions, including penalties imposed by SEBI or a recognised stock exchange in the
last five Fiscals

NIL

IV. LITIGATION INVOLVING OUR DIRECTORS

(i) Litigation against our Directors

(a) Material civil litigation

NIL

(b) Criminal litigation

1. The Chief Agriculture Officer of Mansa filed a criminal case at CJM Court in Budlada,

406
 concerning the misbranding of a sample product having brand name “Corsa” against
Pushap Kumar and others (the “Defendants”). The Defendants were granted bail on
September 2, 2024 and submitted applications to furnish bail and surety bonds in
compliance with a court order dated March 2, 2024. Fixed deposit receipts of ₹ 50,000
each were submitted as surety bonds for all the Defendants. The court accepted and attested
these bonds. The matter is currently pending.

2. In State through Gurveer Singh Insecticide Inspector vs. M/s Kulrian Pesticide (COMA-
19-2023), the defendants, namely Rajiv Kumar, Pushap Kumar, Ajay Kumar, and Vikas—
appeared before the court for allegations under the Insecticides Act concerning the
misbranding of a sample product having brand name “Jai Ho”. Rajiv Kumar had already
been granted bail on September 2, 2024, and the other accused applied for bail bonds and
surety bonds in line with the court's March 2, 2024 order. On May 9, 2024, the court
accepted the surety bonds, with each accused furnishing a fixed deposit of ₹50,000 as
security. The court directed the Branch Managers of HDFC Bank (Hambran and Bareilly
II branches) to register the bonds and instructed that the amounts not be refunded until
further orders. Notices were issued to all the accused for appearance at the next hearing.
The matter is currently pending.

3. A case was filed by Lakhabhai Raghabhai Dangar and Osman Jivabhai Sumra against Uma
Agro Agency before the District Consumer Disputes Redressal Forum, Rajkot, alleging
crop damage caused by the use of the product “Nector Plus”. The case involved two
separate complaints where the claimants sought compensation for the alleged crop damage.
On November 21, 2019, the Forum passed orders imposing penalties: Case 1: A penalty of
₹ 0.75 million; Case 2: A penalty of ₹ 0.36 million. Appeal has been filed by Uma Agro
Agency before the Hon'ble State Consumer Disputes Redressal Commission, Ahmedabad,
challenging the penalty orders. The appeal is currently pending.

4. A complaint was filed by the agriculture officer against Sanjay Aggarwal and Pushap
Kumar in the Sub-Divisional Judicial Magistrate, Sunam (Case No. COMA/27/2018),
alleging misbranding of an insecticide sample under the product name "Jai Ho," which
violated the Insecticides Act, 1968. For further details, please refer to “–III. Litigation
involving our Promoters – (i) litigation against our Promoters (b) Criminal litigation” on
page 406.

(c) Actions taken by Regulatory and Statutory Authorities

NIL

(ii) Litigation by our Directors

(a) Material civil litigation

NIL

(b) Criminal litigation

NIL

V. TAX PROCEEDINGS INVOLVING OUR COMPANY

Except as disclosed below, there are no outstanding litigations involving claims related to direct and/or
indirect taxes involving our Company, Subsidiaries, Promoters and Directors:

Nature of the case Number of cases Amount (in ₹ million)

Litigation involving our Company
Direct Tax 1 16.97
Indirect Tax 16 71.81
Litigation involving our Subsidiaries
Direct Tax NIL NIL
Indirect Tax NIL NIL
407
 Nature of the case Number of cases Amount (in ₹ million)
Litigation involving our Promoters
Direct Tax 7 39.59
Indirect Tax NIL NIL
Litigation involving our Directors (Other than Promoters)
Direct Tax NIL NIL
Indirect Tax NIL NIL

VI. LITIGATION INVOLVING OUR GROUP COMPANIES WHICH MAY HAVE A MATERIAL
IMPACT ON OUR COMPANY

NIL

VII. OUTSTANDING DUES TO CREDITORS

As per the Materiality Policy, a creditor of our Company shall be considered ‘material’ for the purpose of
disclosure in this Draft Red Herring Prospectus, if amounts due to such creditor by our Company is equal to
or in excess of 5% of the total consolidated trade payables of our Company as at the end of the last completed
financial year as per the Restated Consolidated Financial Information included in this Draft Red Herring
Prospectus. Accordingly, a creditor has been considered ‘material’ by our Company if the amount due to
such creditor exceeds ₹ 54.87 million as of March 31, 2024.

Our Company owed a total sum of ₹ 1,097.36 million to a total number of 606 creditors as at March 31,
2024. The details of our outstanding dues to material creditors, micro, small and medium enterprises, and
other creditors (including capital creditors), as of March 31, 2024, are as follows:

Particulars No. of Creditors Amount (₹ in million)

Trade Payables
Dues to micro, small and medium enterprises 127 84.00
Material creditors 2 259.92
Other creditors 477 753.44
Total 606 1,097.36
*
As defined under the Micro, Small and Medium Enterprises Development Act, 2006
(1)
As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, by way of their certificate
dated September 25, 2024.

For further details about outstanding dues to Material Creditors as on March 31, 2024, along with the name
and amount involved for each such Material Creditor, see www.groupindogulf.com.

It is clarified that such details available on our Company’s website do not form a part of this Draft Red
Herring Prospectus and should not be deemed to be incorporated by reference. Anyone placing reliance on
any source of information including our Company’s website, would be doing so at their own risk.

Material Developments

Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 367, there have not arisen, since the date of the last balance sheet disclosed in this Draft Red
Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our
operations, value of our consolidated assets, our ability to pay off our liabilities, trading or profitability of our
Company or the value of its assets or its ability to pay liabilities within the next 12 months from the date of the
filing of this Draft Red Herring Prospectus.

408
 GOVERNMENT AND OTHER APPROVALS

Our business requires various approvals, consents, licenses, registrations, and permits issued by relevant
governmental and regulatory authorities of the respective jurisdictions under various rules and regulations. We
have set out below an indicative list of all approvals, consents, licenses, registrations and permits, as applicable,
required by our Company for the purposes of undertaking our business and operations which are considered
material and necessary for the purpose of undertaking business activities and operations by our Company
(“Material Approvals”). Except as mentioned below, no further Material Approvals are required for carrying on
the present business activities and operations of our Company or to undertake the Offer. Additionally, unless
otherwise stated herein, these approvals, consents, licenses, registrations and permits are valid as on the date of
this Draft Red Herring Prospectus. Certain Material Approvals may have lapsed or expired or may lapse in their
ordinary course of business, from time to time, and our Company has either already made applications to the
appropriate authorities for renewal of such Material Approvals or is in the process of making such renewal
applications in accordance with applicable law. We have also set out below (i) Material Approvals or renewals
applied for but not received; and (ii) Material Approvals expired and renewal yet to be applied for.

For further details in connection with the regulatory and legal framework applicable to our Company, see “Key
Regulations and Policies in India” on page 251. For incorporation details of our Company, see “History and
Certain Corporate Matters” on page 260. For details of risk associated with not obtaining or delay in obtaining
the requisite approvals, see “Risk Factors – We are required to obtain, renew or maintain statutory and regulatory
permits, licenses and approvals to operate our business and our manufacturing facilities, and any delay or
inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse
effect on our results of operations. We are also required to be in compliance with various laws that are applicable
to us and any non-compliance may have a material adverse effect on our business, financial condition or results
of operation.” on page 34.

A. Approvals in Relation to the Offer

For details regarding the approvals and authorisations obtained by our Company in relation to the Offer,
see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 413.

B. Incorporation Details of our Company

1. Certificate of incorporation dated January 22, 1993, issued by the Additional Registrar of
Companies, Delhi and Haryana to our Company, in its former name, being Jai Shree Rasayan
Udyog Limited.

2. Fresh certificate of incorporation dated April 28, 2015 issued by the RoC to our Company upon
change of name of our Company from Jai Shree Rasayan Udyog Limited to Indogulf
Cropsciences Limited.

3. The certificate of commencement of business issued by Registrar of Companies, Delhi and

Haryana is dated February 16, 1993.

4. The corporate identity number of our Company is U74899DL1993PLC051854.

C. Material approvals obtained in relation to our Company

Our Company requires various approvals issued by central and state authorities under various rules and
regulations to carry on its business and operations in India. Some of these may expire in the ordinary
course of business and applications for renewal of these approvals are submitted in accordance with the
applicable procedures and requirements.

Our Company has received the following material approvals, as applicable, in relation to our operations
and manufacturing facilities located at (a) Nathupur, Sonipat, Haryana; and/or (b) Samma, Jammu and
Kashmir:

I. Tax related approvals obtained by our Company

1. The permanent account number (“PAN”) of our Company is AAACJ0715C issued by

the Income Tax Department, Government of India.
409
 2. The tax deduction account number (“TAN”) of our Company is DELJ04826D issued
in our former name by the Income Tax Department, Government of India.

3. The GST registration certificate issued to our Company by the union territory of Delhi
for GST payments in the union territory of Delhi. The GST identification number for
our facility situated in New Delhi is 07AAACJ0715C1Z9.

4. The GST input distributor registration certificate issued to our Company the union
territory of Delhi for allocating input tax credit. The GST identification number for our
facility situated in New Delhi is 07AAACJ0715C2Z8.

5. The GST registration certificates issued by the State Governments for GST payments
in the states where our business operations are situated.

II. Labour/ Employment Related Approvals obtained by our Company

1. Certificates of registration issued under the Employees’ Provident Fund and

Miscellaneous Provisions Act, 1952, as amended.

2. Certificates of registration issued under the Employees’ State Insurance Act, 1948, as
amended.

3. Registration under the Contract Labour (Regulation and Abolition) Act, 1970, as
amended.

III. Material approvals obtained in relation to the business and operations of our Company

1. License to register and work as a factory under the Factories Act, 1948, and the rules
made thereunder, from the relevant Office of the Chief Inspector Factories for our
manufacturing facilities – Samba, Jammu and Kashmir, and Nathupur I, Haryana, and
Nathupur II, Haryana.

2. ISO 14001:2015 certification for development, manufacture, supply and export of agro
chemicals such as pesticides (insecticides, weedicides, herbicides, fungicides,
termiticides), mixture of micronutrients plant growth regulators, bio-fertilizers and bio-
pesticides.

3. ISO 9001:2015 certification for design, development, manufacture, supply and export
of agro chemicals such as pesticides (insecticides, weedicides, verbicides, fungicides,
termiticides), mixture of micronutrients plant growth regulators, bio-fertilizers and bio-
pesticides.

4. Environmental clearances, consents, and authorizations including consents from the

Pollution Control Committee of the relevant State and union territory authorities for
our manufacturing facilities – Samba, Jammu and Kashmir, Nathupur I, Haryana,
Nathupur II, Haryana, and Barwasni, to operate under the Water (Prevention and
Control of Pollution) Act, 1974, as amended, and Air (Prevention and Control of
Pollution) Act, 1981, as amended.

5. License to Acquire/ Store/ Sell/ Sell Solvents, Raffinates, Slops or their equivalents and
their products from the Directorate of Consumer Affairs and Public Distribution,
Government of Jammu and Kashmir, and Haryana, as applicable, under the Solvent,
Raffinate and Slops (Acquisition, Sale, Storage and Prevention of Use of Automobiles)
Oder, 2000, for our manufacturing facilities – Samba, Jammu and Kashmir and
Nathupur II, Haryana.

6. Registration of Lift by the Electrical Inspectorate, Haryana, under Haryana Lifts and
Escalators Rules, 2008, for our manufacturing facility – Nathupur I, Haryana.

7. Certificate of registration issued by the Pollution Control Board of the relevant State
and union territory authorities for our manufacturing facilities – Samba, Jammu and
Kashmir, Nathupur I, Haryana, Nathupur II, Haryana, and Barwasni, under the

410
 Hazardous and Other Wastes (Management and Transboundary Movement) Rules,
2016.

8. Licenses for import and storage of petroleum in an installation issued by the Controller
of Explosives, Petroleum & Explosives Safety Organisation, Ministry of Commerce
and Industry, Government of India, under the Petroleum Act 1934 read with rules made
thereunder, for our manufacturing facilities – Samba, Jammu and Kashmir and
Nathupur II, Haryana.

9. Permission Certificates for Groundwater Extraction from the Haryana Water Resources
Authority, Government of Haryana, for our manufacturing facilities – Samba, Jammu
and Kashmir and Nathupur I, Haryana.

10. Fire Safety Certificate and/or no objection certificate from the Concerned Divisional
Forest Officer for our manufacturing facilities – Samba, Jammu and Kashmir, Nathupur
I, Haryana, Nathupur II, Haryana, and Barwasni;

11. Certificates of Verification from the Department of Legal Metrology, under Legal
Measurement Rules, 2011 in relation to weights and measurements for Nathupur I,
Nathupur II, Barwasni and Samba.

12. Certificate for Use of Boiler under Indian Boilers Act, No. V of 1923, from Joint
Director-cum-Chief, Inspector of Boilers, Haryana, for our manufacturing facility –
Nathupur II, Haryana.

13. Certificates of registration for our various products under Section 9(4) of the
Insecticides Act, 1968 from the Central Insecticides Board and Registration
Committee, Directorate of Plant Protection, Quarantine & Storage, Department of
Agriculture & Farmers Welfare, Ministry of Agriculture & Farmers Welfare,
Government of India.

IV. Foreign trade related approvals

1. Importer-Exporter Code bearing number 0593000323 issued by the Office of the

Additional Director General of Foreign Trade, Directorate General of Foreign Trade,
Ministry of Commerce and Industry, Government of India.

2. Authorized Economic Operator Certificate bearing number IN AAACJ0715C1F227,

issued by the Directorate of International Customs, Central Board of Indirect Taxes and
Customs, Ministry of Finance, Government of India.

3. Registration cum membership certificate bearing number 0593000323 issued by the

Basic Chemicals Cosmetics and Dyes Export Promotion Council.

4. Factory Stuffing Permission issued by the Office of the Commissioner of Customs

(Export): Inland Container Depot, Tughlakabad, New Delhi, India, to our
manufacturing facility – Nathupur I, Haryana.

V. Material approvals pending in respect of our Company

S. No. Nature of approval Issuing authority Date of acknowledgement

of renewal application /
date of renewal application
1. License for import and storage of Controller of Explosives, Application filed on July 23,
petroleum in underground tanks Petroleum & Explosives 2024
only, for our manufacturing Safety Organisation,
facility – Barwasni Ministry of Commerce
and Industry, Government
of India
2. License to register and work as a Office of the Chief Application filed on
factory under the Factories Act, Inspector of Factories, November 24, 2021
1948, and the rules made Haryana,
thereunder, for our

411
 S. No. Nature of approval Issuing authority Date of acknowledgement
of renewal application /
date of renewal application
manufacturing facility –
Barwasni
3. Water Extraction for our Haryana Water Resources Application filed on March
manufacturing facility – Authority 14, 2024
Nathupur - I, Haryana
4. Certificate of Accreditation National Accreditation Approval received from the
accredited with the standard Board for Testing and issuing authority.
ISO/IEC 17025:2017 “General Calibration Laboratories Certification is pending.
Requirements for the
Competence of Testing &
Calibration Laboratories” in the
field of Testing for our
manufacturing facility –
Nathupur II, Haryana

VI. Intellectual Property related approvals

1. Trademarks

As on the date of this Draft Red Herring Prospectus, our Company has 167 valid
registered trademarks, and one trademark application pending under the Trademarks
Act, 1999. In addition to the above, there have been certain trademarks filed Company
that have been opposed or objected. For more information, see “Risk Factors – We may
become involved in claims concerning intellectual property rights, and we could suffer
significant litigation or related expenses in defending our own intellectual property
rights or defending claims that we infringed the rights of others.” on page 42.

2. Patents

(i) As on the date of this Draft Red Herring Prospectus, our Company has 3 valid
patents registered under the Patents Act, 1970. We have made applications dated
April 20, 2024 and May 30, 2024 to the Registrar of Trademarks, Mumbai for the
registration of our Biostimulant Composition (Seaweed) and Biostimulant
Composition (Humic).

(ii) As on the date of this Draft Red Herring Prospectus, our Company has 6 bottle
designs registered under the Designs Act, 2000 and Designs Rules, 2001.

3. Copyright

As on the date of this Draft Red Herring Prospectus, our Company has 7 copyrights
under the Trademarks Act, 1999.

For further information, see “Our Business” on page 220.

412
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on September 18,
2024, and the Fresh Issue of up to ₹ 2,000 million has been authorised by our Shareholders pursuant to a special
resolution passed at their meeting held on September 19, 2024. Further, our Board has taken on record the consent
of the Selling Shareholders to severally and not jointly participate in the Offer for Sale pursuant to a resolution
dated September 18, 2024. This Draft Red Herring Prospectus has been approved pursuant to a resolution passed
by the Board on September 25, 2024.

Our Company, in consultation with the BRLM, may consider a Pre-IPO Placement of specified securities, as may
be permitted under the applicable law, aggregating up to ₹ [●] million prior to filing of the Red Herring Prospectus
with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLM. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the general corporate purposes portion of the Fresh Issue, subject to compliance
with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if
undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company
shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO
Placement, that there is no guarantee that our Company may proceed with the Offer, or the Offer may be successful
and will result in listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the RHP and Prospectus.

Consent by the Selling Shareholders

The Selling Shareholders have, severally and not jointly, confirmed and approved its participation in the Offer for
Sale in relation to the Offered Shares as follows:

S. No. Name of Selling Shareholder Maximum number/ amount Date of board Date of consent letter
of Equity Shares offered in resolution/
the Offer for Sale authorisation letter
1. Om Prakash Aggarwal (HUF) 1,540,960 September 18, 2024 September 18, 2024
2. Sanjay Aggarwal (HUF) 2,313,880 September 18, 2024 September 18, 2024

The Equity Shares being offered by the Selling Shareholders in the Offer for Sale have been held by them for a
period of at least one year prior to the filing of the Draft Red Herring Prospectus with SEBI, calculated in the
manner as set out under Regulation 8 of the SEBI ICDR Regulations and are eligible for being offered in the Offer
for Sale.

For details, see “The Offer” on page 64.

In-principle Listing Approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of our Equity Shares pursuant
to letters dated [●] and [●], respectively.

Prohibition by SEBI, RBI or other Governmental Authorities

Our Company, Promoters, members of our Promoter Group, Directors, the Selling Shareholders and the persons
in control of our Company are not prohibited from accessing the capital markets or debarred from buying, selling
or dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any
other jurisdiction or any other authority/ court.

Our Directors and Promoters are not directors or promoters of any company which is debarred from accessing the
capital markets by SEBI.

Our Company, Promoters and Directors have not been declared as Wilful Defaulters.

Our Company, Promoters and Directors have not been declared as a ‘Fraudulent Borrower’ in terms of the circular

413
no. RBI/DBS/2016-17/28 dated July 1, 2016 issued by the Reserve Bank of India, and the SEBI ICDR
Regulations.

None of our Promoters or Directors have been declared as Fugitive Economic Offenders.

Other confirmations

There are no findings or observations from any of the inspections by SEBI or any other regulatory body in relation
to our Company which are material and need to be disclosed, or non-disclosure of which may have a bearing on
the investment decisions of Bidders, except as disclosed in this Draft Red Herring Prospectus.

There are no conflicts of interest between suppliers of raw materials and third-party service providers crucial for
the operations of our Company, and Promoters, Promoter Group, Key Managerial Personnel, Directors,
Subsidiaries or the Group Companies and its directors.

There are no conflicts of interest between lessors of immovable properties crucial for the operations of our
Company, and our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiaries or
the Group Companies and its directors.

There have been no inspections of our Company by SEBI or any other regulatory authority governing the
operations of the Company

There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible
into, or which would entitle any person any option to receive Equity Shares, as on the date of this Draft Red
Herring Prospectus.

Confirmation under Companies (Significant Beneficial Owners) Rules, 2018

Our Company, our Promoters, members of our Promoter Group and the Selling Shareholders, severally and not
jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to
the extent in force and applicable, as on the date of this Draft Red Herring Prospectus.

Directors associated with the securities market in any manner

None of our Directors are associated with the securities market.

There have been no outstanding actions initiated by SEBI against any of our Directors in the five years preceding
the date of this Draft Red Herring Prospectus.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with the eligibility criteria provided in Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:

• Our Company has net tangible assets of at least ₹ 30 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each), i.e., as at and for the financial year
ended March 31, 2024, March 31, 2023 and March 31, 2022, of which not more than 50% are held in
monetary assets;

• Our Company has an average operating profit of at least ₹ 150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), i.e., as at and for the financial
year ended March 31, 2024, March 31, 2023 and March 31, 2022, with operating profit in each of these
preceding three years;

• Our Company has a net worth of at least ₹ 10 million in each of the preceding three full years (of 12
months each), i.e., as at and for the financial year ended March 31, 2024, March 31, 2023 and March 31,
2022, calculated on a restated and consolidated basis; and

• Our Company has not changed its name in the last one year prior to the date of this Draft Red Herring
Prospectus.

414
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profits and net worth, derived from the Restated Consolidated Financial Information included in this
Draft Red Herring Prospectus as at, and for the last three financial years ended March 31, 2024, March 31, 2023
and March 31, 2022, are set forth below:

Derived from the Restated Consolidated Financial Statements:

Particulars March 31, 2024 March 31, 2023 March 31, 2022
Net tangible assets (A) (in ₹ million) 2,246.58 1,996.94 1,775.29
Operating profit (B) (in ₹ million) 454.37 394.25 386.41
Net worth (C) (in ₹ million) 2,316.51 2,032.48 1,805.13
Monetary assets, as restated (D) (in ₹ million) 29.16 36.87 47.93
Monetary assets, as restated as a % of net 1.30% 1.85% 2.70%
tangible assets (E)=(D)/(A) (in %)
*As certified by M/s Devesh Parekh & Co, Chartered Accountants, Statutory Auditors of our Company, pursuant to their certificate dated
September 25, 2024.

Notes:
(i) Restated net tangible assets means the sum of all net assets of the Group, excluding intangible assets as defined in Indian Accounting
Standard (Ind AS) 38 -intangible assets, goodwill as defined in Ind AS 103 -Business combinations, right of use assets and lease liabilities
as defined in Ind AS 116 -leases and deferred tax assets and deferred tax liability as defined in Ind AS 12 -income taxes.
(ii) Restated monetary assets means cash in hand, balance with bank in current and deposit account (excluding earmarked deposits) and
investment in liquid mutual funds.
(iii) Pre-tax operating profit for this purpose means restated profit /(loss) before tax and excludes finance cost and other income.
(iv) Net-worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, capital reserve, write-back of depreciation and amalgamation as on March 31, 2024, 2023 and
2022. Therefore, net worth for the group includes paid-up share capital, retained earnings, other comprehensive income and legal
reserve.

For further details, see “Other Financial Information” on page 365.

We are currently eligible to undertake in the Offer as per Rule 19(2)(b) of the SCRR, read with Regulations 6(1)
of the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32(1) of the SEBI ICDR Regulations, we are
required to allocate: (i) not more than 50% of the Offer to QIBs, 5% of which shall be allocated to Mutual Funds
exclusively; (ii) not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders of
which one-third shall be available for allocation to Bidders with an application size of more than ₹ 200,000 and
up to ₹ 1,000,000 and two-thirds shall be available for allocation to Bidders with an application size of more than
₹ 1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Portion may be
allocated to Bidders in the other sub-category of Non-Institutional Portion; and (iii) not less than 35% of the Offer
shall be available for allocation to RIBs, subject to valid Bids being received at or above the Offer Price.

Further, in accordance with the conditions specified in Regulation 49(1) of the SEBI ICDR Regulations, our
Company shall ensure that the number of Allottees in the Offer shall not be less than 1,000 failing which the entire
application monies shall be refunded forthwith, in accordance with the SEBI ICDR Regulations and timelines
specified under applicable laws. In case of delay, if any, in unblocking the ASBA Accounts within the prescribed
timeline under applicable laws, our Company shall be liable to pay interest on the application money in accordance
with applicable laws

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with conditions specified in Regulation 7(2) of
the SEBI ICDR Regulations.

The details of compliance with Regulation 7(1) of the SEBI ICDR Regulations are as follows:

a. None of our Company, our Promoters, the Selling Shareholders, members of the Promoter Group or our
Directors are debarred from accessing the capital markets by the SEBI;

b. None of our Promoters or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI;

c. None of our Company, our Promoters or Directors is a Wilful Defaulter or a Fraudulent Borrower;

415
d. None of our Promoters or Directors has been declared a fugitive economic offender (in accordance with
Section 12 of the Fugitive Economic Offenders Act, 2018);

e. There are no outstanding convertible securities of our Company or any other right which would entitle
any person with any option to receive Equity Shares of our Company as on the date of filing of this Draft
Red Herring Prospectus;

f. Our Company, along with the Registrar to the Offer, has entered into tripartite agreements dated May 17,
2024 and June 26, 2024 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares
of face value ₹10 each;

g. The Equity Shares of our Company held by our Promoters and Selling Shareholders are in dematerialised
form;

h. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of this Draft Red Herring Prospectus; and

i. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the
SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance,
excluding the amount to be raised from the Fresh Issue and existing identifiable accruals.

Each of the Selling Shareholders, severally and not jointly, confirm that they have held the respective Offered
Shares in accordance with applicable law, and are in compliance with Regulation 8 of the SEBI ICDR Regulations
and the Offered Shares are eligible for being offered in the Offer for Sale.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, SYSTEMATIX CORPORATE SERVICES
LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018. THIS REQUIREMENT IS TO FACILITATE INVESTORS
TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED
OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS AND THE SELLING
SHAREHOLDERS ARE, SEVERALLY AND NOT JOINTLY, RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THIS DRAFT RED
HERRING PROSPECTUS IN RELATION TO THEMSELVES OR THE RESPECTIVE PORTION OF
THE OFFERD SHARES, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDERS
DISCHARGE THEIR RESPECTIVE RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER HAS FURNISHED TO SEBI
A DUE DILIGENCE CERTIFICATE DATED [●], 2024, IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.

THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER
ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.
416
All legal requirements pertaining to the Offer will be complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of section 32 of the Companies Act, 2013. All legal requirements pertaining to
the Offer will be complied with at the time of filing of the Prospectus with the RoC in terms of sections 26, 32,
33(1) and 33(2) of the Companies Act, 2013.

Disclaimer from our Company, our Promoters, Directors, the Selling Shareholders and Book Running
Lead Manager

Our Company, our Directors, the Promoters, the Selling Shareholders and the BRLM accept no responsibility for
statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material
issued by or at our Company’s instance and anyone placing reliance on any other source of information, including
our Company’s website www.groupindogulf.com or the respective website of our Subsidiaries or Group
Companies or members of the Promoter Group and affiliates (each as applicable) would be doing so at his or her
own risk. The Selling Shareholders, its trustees, affiliates, associates, and officers, as applicable, accept no
responsibility for any statements made or undertakings provided in this Draft Red Herring Prospectus other than
those specifically made or undertaken by such Selling Shareholders in relation to themselves and their respective
portion of the Offered Shares.

The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Offer
Agreement and as will be provided for in the Underwriting Agreement to be entered into among the Underwriters,
the Selling Shareholders and our Company.

All information shall be made available by our Company, the Selling Shareholders (severally and not jointly, to
the extent the information pertains to such Selling Shareholder and their respective portion of Offered Shares) and
the BRLM to the public at large and Bidders, and no selective or additional information would be made available
for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at Bidding Centres or elsewhere.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling
Shareholders and the Underwriters and each of their respective directors, trustees, partners, designated partners,
officers, agents, affiliates, and representatives, as applicable, that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the
Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares. Our Company, the Selling Shareholders and the Underwriters and each of
their respective directors, trustees, partners, designated partners, officers, agents, affiliates, and representatives,
as applicable accept no responsibility or liability for advising any investor on whether such investor is eligible to
acquire the Equity Shares.

The BRLM and its associates and affiliates, in their capacity as principals or agents, as applicable, may engage in
transactions with, and perform services for, our Company, Subsidiaries, Promoters, the members of Promoter
Group and their directors and officers, the Selling Shareholders, their respective group companies, affiliates or
associates or third parties, as applicable, in the ordinary course of business and have engaged, or may in the future
engage, in commercial banking and investment banking transactions with our Company, Subsidiaries, Promoters,
the members of Promoter Group, the Selling Shareholders, their respective group companies, affiliates or
associates or third parties, as applicable, for which they have received, and may in the future receive,
compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or
is under common control with another person or entity.

Disclaimer in respect of Jurisdiction

Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi, India
only.

Bidders eligible under Indian law to participate in the Offer

The Offer is being made in India to persons resident in India (who are competent to contract under the Indian
Contract Act, 1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate
bodies and societies registered under the applicable laws in India and authorised to invest in shares, domestic
Mutual Funds, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject

417
to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold
and invest in equity shares, multilateral and bilateral development financial institutions, state industrial
development corporations, insurance companies registered with IRDAI, provident funds (subject to applicable
law) and pension funds, National Investment Fund, insurance funds set up and managed by army, navy or air force
of Union of India, insurance funds set up and managed by the Department of Posts, Government of India,
systemically important NBFCs registered with the RBI) and permitted Non-Residents including FPIs and Eligible
NRIs and AIFs that they are eligible under all applicable laws and regulations to purchase the Equity Shares.

Bidders are advised to ensure that any Bid from them should not exceed investment limits or the maximum number
of Equity Shares that could be held by them under applicable law.

Certain persons outside India are restricted from participating in the Offer. For details, see “Restrictions on
Foreign Ownership of Indian Securities” on page 461.

Selling restrictions and transfer restrictions

Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red
Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which
comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is
outside India. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has
received the preliminary offering memorandum for the Offer, which contains the selling restrictions for
the Offer outside India.

The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in
any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with
the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Offer have not been
and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the
securities laws of any state of the United States and may not be offered or sold in the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable state securities laws. The Equity Shares offered in the Offer are being offered and sold only outside
the United States in “offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities
Act (“Regulation S”).

Each purchaser of the Equity Shares in the Offer who does not receive a copy of the preliminary offering
memorandum shall be deemed to:

• Represent and warrant to our Company, the Selling Shareholders and the Members of the Syndicate that it
was outside the United States (as defined in Regulation S) at the time the offer of the Equity Shares was
made to it and it was outside the United States (as defined in Regulation S) when its buy order for the Equity
Shares was originated.
• Represent and warrant to our Company, the Selling Shareholders and the Members of the Syndicate that it
did not purchase the Equity Shares as a result of any “directed selling efforts” (as defined in Regulation S).
• Represent and warrant to our Company, the Selling Shareholders and the Members of the Syndicate that it
bought the Equity Shares for investment purposes and not with a view to the distribution thereof. If in the
future it decides to resell or otherwise transfer any of the Equity Shares, it agrees that it will not offer, sell
or otherwise transfer the Equity Shares except in a transaction complying with Rule 903 or Rule 904 of
Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act.
• Represent and warrant to our Company, the Selling Shareholders and the Members of the Syndicate that it
will not sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative
instruments, such as participatory notes, issued against the Equity Shares, other than in accordance with
applicable laws.
• Represent and warrant to our Company, the Selling Shareholders and the Members of the Syndicate that if
it acquired any of the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole
investment discretion with respect to each such account and that it has full power to make the foregoing
representations, warranties, acknowledgements and agreements on behalf of each such account.
• Represent and warrant to our Company, the Selling Shareholders and the Members of the Syndicate that if
it acquired any of the Equity Shares for one or more managed accounts, that it was authorized in writing by
each such managed account to subscribe to the Equity Shares for each managed account and to make (and it
hereby makes) the representations, warranties, acknowledgements and agreements herein for and on behalf
of each such account, reading the reference to “it” to include such accounts.
• Agree to indemnify and hold the Company, the Selling Shareholders and the Members of the Syndicate
418
 harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of these representations, warranties or agreements. It agrees that the
indemnity set forth in this paragraph shall survive the resale of the Equity Shares.
• Acknowledge that our Company, the Selling Shareholders, the Members of the Syndicate and others will
rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and
agreements.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within the
United States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements
of the U.S. Securities Act if such an offer for sale is made otherwise than in compliance with the available
exemptions from registration under the U.S. Securities Act.

Disclaimer clause of BSE

As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to filing with the RoC.

Disclaimer clause of the NSE

As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to filing with the RoC.

Listing

The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on the
Stock Exchanges. Applications will be made to the Stock Exchanges for obtaining permission for listing and
trading of the Equity Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will
be finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus in accordance with applicable law.

Our Company shall ensure that all steps for completion of the necessary formalities for listing and commencement
of trading of the Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/ Offer
Closing Date or within such other period as may be prescribed by the SEBI.

If our Company does not Allot the Equity Shares within two Working Days from the Bid/ Offer Closing Date or
within such timeline as prescribed by SEBI, all amounts received in the Public Offer Accounts will be transferred
to the Refund Account and it shall be utilised to repay, without interest, all monies received from Bidders, failing
which interest shall be due to be paid to the Bidders at the rate of 15% per annum, or such other rate as prescribed
under applicable law, for the delayed period. For avoidance of doubt, no liability to make any payment of interest
or expenses shall accrue to the Selling Shareholders unless the delay in making any of the payments/ refund
hereunder or the delay in obtaining listing or trading approvals or any other approvals in relation to the Offer is
caused solely by, and is directly attributable to, an act or omission of the Selling Shareholders and to the extent of
the Offered Shares

Consents

Consents in writing of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer,
our Statutory Auditor, legal counsel to our Company as to Indian law, Bankers to our Company, the Book Running
Lead Manager, the Registrar to the Offer, the independent chartered engineer, and independent practicing
company secretary have been obtained; and consents in writing of the Syndicate Members, Public Offer Bank,
Escrow Collection Bank Refund Bank and Sponsor Banks, and Monitoring Agency to act in their respective
capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required
under the Companies Act. Further, consents received prior to filing of this Draft Red Herring Prospectus have not
been withdrawn up to the time of delivery of this Draft Red Herring Prospectus with SEBI

419
Our Company has received written consent dated September 18, 2024 from CARE Analytics and Advisory Private
Limited, for inclusion of Industry Report on “Industry Research Report on Agrochemical Industry in India” dated
September 18, 2024 in this Draft Red Herring Prospectus.

Experts to the Offer

Except as stated below, our Company has not obtained any expert opinions:

i. Our Company has received written consent dated September 25, 2024 from M/s Devesh Parekh & Co,
Chartered Accountants, holding a valid peer review certificate from ICAI, to include their name as
required under Section 26(5) of the Companies Act, read with the SEBI ICDR Regulations, in this Draft
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act to the
extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report dated
September 18, 2024 relating to the Restated Consolidated Financial Statements; and (ii) statement of tax
benefits dated September 25, 2024 included in this Draft Red Herring Prospectus, and such consent has
not been withdrawn as on the date of this Draft Red Herring Prospectus.

ii. Our Company has also received written consent dated September 23, 2024 from Deepak Rawat,
independent practicing company secretary, to include its name as required under section 26 of the
Companies Act, read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an
“expert” as defined under section 2(38) of the Companies Act to the extent and in respect to the
information certified by them through its letter dated September 23, 2024 in relation to the records of
certain allotments of equity shares made by the Company during the period from its incorporation, as
included in this Draft Red Herring Prospectus; and such consent has not been withdrawn as on the date
of this Draft Red Herring Prospectus.

iii. Our Company has received written consent dated September 23, 2024 from R R & Company,
independent chartered engineer, to include their name as required under Section 26 of the Companies
Act, read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an ‘expert’ as
defined under Section 2(38) of Companies Act in its capacity as an independent chartered engineer
certifying the installed and production capacity of our manufacturing facilities included in this Draft Red
Herring Prospectus, and such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus.

Particulars regarding capital issues by our Company and listed Group Companies during the last three
years

Other than as disclosed in “Capital Structure” on page 79, our Company has not made any capital issues during
the three years preceding the date of this Draft Red Herring Prospectus.

Our Company and Subsidiaries have not made any capital issues during the three years preceding the date of this
Draft Red Herring Prospectus.

Commission and Brokerage paid on previous issues of the Equity Shares in the last five years

Since this is the initial public offer of the Equity Shares, no sum has been paid or has been payable as commission
or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares for
the last five years by our Company.

420
Performance vis-à-vis objects – Public/ rights issue of our Company

Our Company has not undertaken any public or rights issue, as defined under the SEBI ICDR Regulation, in the
five years preceding the date of this Draft Red Herring Prospectus.

Performance vis-à-vis objects – Public/rights issue of our listed Subsidiaries/ Promoters

As on the date of this Draft Red Herring Prospectus, our Company does not have any listed Subsidiaries or any
corporate Promoters.

Price information of past issues handled by the Book Running Lead Manager

Price information disclosed below is as per the respective designated stock exchanges as disclosed by the
respective issuers at the time of their respective issues.

421
1. Price information of past issues handled by Systematix Corporate Services Limited (during the current Fiscal and two Fiscals preceding the current financial
year):

S. No. Issue Name Issue Size (₹ in Issue Price (₹) Listing Date Opening Price +/- % change in +/- % change in closing +/- % change in closing
million) on Listing Date closing price, [+/- price, [+/- % change in price, [+/- % change in
% change in closing benchmark]- closing benchmark]-
closing 90th calendar days 180th calendar days from
benchmark]- 30th from listing listing
calendar days from
listing
Exicom Tele-Systems Tuesday, 5 March, +43.52% +120.63% +171.51%
1 4,289.99 142.00 265.00
Limited 2024 [0.35%] [0.78%] [12.88%]
Inox Green Energy Wednesday, 23 -30.77% -32.77% -26.85%
2 7,400.00 65.00 60.50
Services Limited November, 2022 [-1.11%] [-1.33%] [+0.36%]
Veranda Learning Monday, 11 April, +66.57% +58.18% +146.13%
3 2,000.00 137.00 157.00
Solutions Limited 2022 [-7.80%] [-7.60%] [-1.31%]
Empyrean Cashews Thursday, 31 +231.08% +625.68% +641.89%
4 194.14 37.00 42.00
Limited March, 2022 [+5.83%] [-4.36%] [+22.57%]

2. Summary statement of price information of past issues handled by Systematix Corporate Services Limited:

Financial Total no. of Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at premium
Year IPOs amount of discount - 30th calendar days premium - 30th calendar discount - 180th calendar - 180th calendar days from listing
funds raised from listing days from listing days from listing
(₹ Mn.) Over Betwee Less Over Betwee Less Over Betwee Less Over Betwee Less than
50% n 25- than 50% n 25- than 50% n 25- than 50% n 25- 25%
50% 25% 50% 25% 50% 25% 50%
2023-24 1 4,289.99 - - - - 1 - - - - 1 - -
2022-23 1 9,400.00 - 1 - 1 - - - 1 - 1 - -
2021-22 2 194.14 - - - 1 - - - - - 1 - -

422
Track record of past issues handled by the Book Running Lead Manager

For details regarding the track record of the Book Running Lead Manager, as specified in the SEBI circular bearing
reference number CIR/MIRSD/1/2012 dated January 10, 2012, issued by SEBI, see the website of the Book
Running Lead Manager, as set forth in the table below:

S. No. Name of Book Running Lead Manager Website

1. Systematix Corporate Services Limited www.systematixgroup.in

For further details in relation to the BRLM, see “General Information – Book Running Lead Manager” on page
73.

Stock Market Data of Equity Shares

This being an initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as of the date of this Draft Red Herring Prospectus and accordingly, no stock market data is available
for the Equity Shares.

Mechanism for redressal of Investor Grievances

The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at
least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock
Exchanges, subject to agreement with our Company for storage of such records for longer period, to enable the
investors to approach the Registrar to the Offer for redressal of their grievances. The Registrar to the Offer shall
obtain the required information from the Self Certified Syndicate Banks for addressing any or grievances of
application supported by blocked amount Bidders.

All grievances, other than of Anchor Investors, in relation to the Bidding process may be addressed to the Registrar
to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was
submitted. The Bidder should give full details such as name of the sole or First Bidder, Bid cum Application Form
number, Bidder DP ID, Client ID, PAN, UPI ID, date of the submission of Bid cum Application Form, address of
the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary
where the Bid cum Application Form was submitted by the Bidder. Further, the Bidder shall also enclose a copy
of the Acknowledgment Slip duly received from the concerned Designated Intermediary in addition to the
information mentioned hereinabove.

All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the Book Running Lead
Manager where the Bid cum Application Form was submitted by the Anchor Investor.

The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing
any clarifications or grievances of ASBA Bidders. Our Company, the Selling Shareholders, the Book Running
Lead Manager and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any
acts, including any defaults, of SCSBs in complying with its obligations under applicable SEBI ICDR Regulations.

Investors can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in case of any
pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of allotted Equity
Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by
electronic mode. For all Offer-related queries and for redressal of complaints, Bidders may also write to the
BRLM, in the manner provided below.

SEBI, by way of its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 2021
Circular”), amended by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, read
with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2021 Circular”) and
SEBI ICDR Master Circular, has identified the need to put in place measures in order to manage and handle
investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders
for blocking of funds due to systemic issues faced by Designated Intermediaries/ SCSBs and failure to unblock
funds in cases of partial allotment/ non allotment within prescribed timelines and procedures.

423
As per the March 2021 Circular, read with the June 2021 Circular, and amended by the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, for initial public offerings opening for subscription on
or after May 1, 2021, SEBI has prescribed certain mechanisms to ensure proper management of investor issues
arising out of the UPI Mechanism, including (i) identification of a nodal officer by SCSBs for the UPI Mechanism;
(ii) delivery of SMS alerts by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) periodic sharing
of statistical details of mandate blocks/ unblocks, performance of apps and UPI handles, network latency or
downtime, etc., by the Sponsor Bank(s) to the intermediaries forming part of the closed user group vide email;
(iv) limiting the facility of reinitiating UPI Bids to Syndicate Members to once per Bid; and (v) mandating SCSBs
to ensure that the unblock process for nonallotted/ partially allotted applications is completed by the closing hours
of one Working Day subsequent to the finalisation of the Basis of Allotment.

In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI ICDR Master Circular and subject to applicable
law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB,
shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of
listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the
concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15
days. Further, the investors shall be compensated by the SCSBs in accordance with SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, in the events of delayed unblock for
cancelled/ withdrawn/ deleted applications, blocking of multiple amounts for the same UPI application, blocking
of more amount than the application amount, delayed unblocking of amounts for non-allotted/ partially-allotted
applications, for the stipulated period.

The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI ICDR Master Circular.

Separately, pursuant to the March 2021 Circular, the following compensation mechanism shall be applicable for
investor grievances in relation to Bids made through the UPI Mechanism for public issues, for which the relevant
SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for cancelled/ ₹ 100 per day or 15% per annum of the From the date on which the request for
withdrawn/ deleted applications Bid Amount, whichever is higher cancellation/ withdrawal/ deletion is
placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds From the date on which multiple
same Bid made through the UPI other than the original application amounts were blocked till the date of
Mechanism amount; and actual unblock
2. ₹ 100 per day or 15% per annum of
the total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference From the date on which the funds to the
Amount amount, i.e., the blocked amount less the excess of the Bid Amount were blocked
Bid Amount; and till the date of actual unblock
2. ₹ 100 per day or 15% per annum of
the difference amount, whichever is
higher
Delayed unblock for non – Allotted/ ₹ 100 per day or 15% per annum of the From the Working Day subsequent to
partially Allotted applications Bid Amount, whichever is higher the finalization of the Basis of
Allotment till the date of actual unblock

In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the Book
Running Lead Manager shall compensate the investors at the rate higher of ₹ 100 or 15% per annum of the
application amount for the period of such delay. Further, in terms of SEBI circular no.

424
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the Book Running Lead Manager, and such
application shall be made only after (i) unblocking of application amounts for each application received by the
SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid
by the SCSB.

Disposal of Investor Grievances by our Company

Our Company shall obtain authentication on the SEBI SCORES platform and will comply with the SEBI master
circular (SEBI/HO/OIAE/IGRD/P/CIR/2022/0150) dated November 7, 2022, the SEBI circular
(SEBI/HO/OIAE/IGRD/CIR/P/2023/156) dated September 20, 2023 and the SEBI circular
(SEBI/HO/OIAE/IGRD/CIR/P/2023/183) dated December 1, 2023, in relation to redressal of investor grievances
through SCORES.

Our Company has not received any investor grievances in the last three Fiscals prior to the filing of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of filing
of this Draft Red Herring Prospectus. Our Company estimates that the average time required by our Company or
the Registrar to the Offer or the relevant Designated Intermediary, for the redressal of routine investor grievances
shall be 7 Working Days from the date of receipt of the complaint. In case of non-routine complaints and
complaints where external agencies are involved, our Company will seek to redress these complaints as
expeditiously as possible.

Our Company has appointed Sakshi Jain as the Company Secretary and Compliance Officer for the Offer, and
she may be contacted in case of any pre-Offer or post-Offer related problems. For details, see “General
Information” on page 71.

Our Company has also constituted a Stakeholders’ Relationship Committee comprising of Anshu Aggarwal,
Pankaj Vats and Om Prakash Aggarwal as members, to review and redress shareholder and investor grievances,
such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision,
consolidation, transfer and issue of duplicate share. For details, see “Our Management – Committees of our Board
– Stakeholders’ Relationship Committee” on page 280.

Each of the Selling Shareholder, severally and not jointly, have authorised the Company Secretary and
Compliance Officer of our Company and the Registrar to the Offer to redress, on their behalf, any complaints or
investor grievances received from Bidders, solely to the extent of the statements specifically made, confirmed or
undertaken by such Selling Shareholders in the Offer Documents in respect of themselves and their respective
Offered Shares.

Other confirmations

Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any person for making an application in the Offer, except for
fees or commission for services rendered in relation to the Offer.

Exemption from complying with provisions of securities laws, if any, granted by SEBI

Our Company has not sought or received any exemption from complying with any provisions of securities laws
from SEBI in respect of the Offer, as on the date of this Draft Red Herring Prospectus.

425
 SECTION VIII – OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares of face value ₹10 each being issued, transferred and Allotted pursuant to the Offer shall be
subject to the provisions of the Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, our
Memorandum of Association and our Articles of Association, the SEBI Listing Regulations, the terms of the Red
Herring Prospectus, the Prospectus, the abridged prospectus, the Bid cum Application Form, the Revision Form,
the CAN/Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and
other documents/certificates that may be executed in respect of the Offer. The Equity Shares of face value ₹10
each shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue
of capital and listing and trading of securities issued from time to time by the SEBI, the Government of India, the
Stock Exchanges, the RBI, the RoC and/or any other authorities, as in force on the date of the Offer and to the
extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India,
the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Offer, to the extent
and for such time as these continue to be applicable.

The Offer

The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. Expenses
for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner specified in
“Objects of the Offer – Offer Related Expenses”, on page 120.

Ranking of the Equity Shares

The Equity Shares of face value ₹10 each being issued, transferred and allotted pursuant to the Offer shall be
subject to the provisions of the Companies Act, 2013, the SEBI ICDR Regulations, the SEBI Listing Regulations,
the SCRA, the SCRR, the Memorandum of Association and our Articles of Association and shall rank pari passu
in all respects with the existing Equity Shares of face value ₹10 each, including in respect of the right to receive
dividend and voting. The Allottees, upon Allotment of Equity Shares of face value ₹10 each under the Offer, will
be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment.
For more information, see “Description of Equity Shares and Terms of the Articles of Association” on page 462.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of
Companies Act, our Memorandum of Association and our Articles of Association and provisions of the SEBI
Listing Regulations and other applicable law. Dividends, if any, declared by our Company after the date of
Allotment (pursuant to the transfer of Equity Shares of face value ₹10 each from the Offer for Sale), will be
payable to the Bidders who have been Allotted Equity Shares of face value ₹10 each in the Offer, for the entire
year, in accordance with applicable law. For more information, see “Dividend Policy” and “Description of Equity
Shares and Terms of the Articles of Association” on pages 294 and 462, respectively.

Face value, Offer Price, Floor Price and Price Band

The face value of each Equity Share is ₹ 10 and the price at the lower end of the Price Band is ₹ [●] per Equity
Share (“Floor Price”) and at the higher end of the Price Band is ₹ [●] per Equity Share (“Cap Price”). The Offer
Price is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per Equity Share.

The Offer Price, Price Band and the minimum Bid Lot will be decided by our Company in consultation with the
BRLM and shall be advertised in all editions of [●], an English national daily newspaper and all editions of [●] (a
widely circulated Hindi national daily newspaper, Hindi also being the regional language of Delhi, where our
Registered Office is located), each with wide circulation, and advertised at least two Working Days prior to the
Bid/ Offer Opening Date and shall be made available to the Stock Exchanges to upload on their respective
websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price
shall be pre-filled in the Bid cum Application Forms available at the website of the Stock Exchanges, on the basis
of assessment of market demand for the Equity Shares of face value ₹10 each offered by way of the Book Building
Process.

The Offer Price shall be determined by our Company and the Selling Shareholders, in consultation with the

426
BRLM, after the Bid/ Offer Closing Date.

At any given point of time, there shall be only one denomination of Equity Shares of face value ₹10 each, unless
otherwise permitted by law.

Compliance with Disclosure and Accounting Norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of Shareholders

Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders
shall have the following rights:

• right to receive dividends, if declared;

• right to attend general meetings and exercise voting rights, unless prohibited by law;

• right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the
Companies Act;

• right to receive offers for rights Equity Shares of face value ₹10 each and be allotted bonus Equity Shares
of face value ₹10 each, if announced;

• right to receive surplus on liquidation, subject to any statutory and preferential claim(s) being satisfied;

• right of free transferability, subject to applicable laws including any rules and regulations prescribed by
the RBI and other applicable law; and

• such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the SEBI Listing Regulations and our Articles of Association, and other applicable laws.

For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and
Terms of the Articles of Association” on page 462.

Allotment only in Dematerialised form

In terms of Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares of face
value ₹10 each shall be Allotted only in dematerialised form. As per the SEBI ICDR Regulations, the trading of
the Equity Shares of face value ₹10 each shall only be in dematerialised form. In this context, the following
agreements have been signed among our Company, the respective Depositories and the Registrar to the Offer:

• Tripartite Agreement dated May 17, 2024 among our Company, NSDL and the Registrar to the Offer;
and

• Tripartite Agreement dated June 26, 2024 among our Company, CDSL and the Registrar to the Offer.

Market Lot and Trading Lot

Since trading of the Equity Shares of face value ₹10 each is in dematerialised form, the tradable lot is one Equity
Share. Allotment in the Offer will be only in dematerialised form in multiples of [●] Equity Shares of face value
₹10 each subject to a minimum Allotment of [●] Equity Shares of face value ₹ 10 each. For details of basis of
allotment, see “Offer Procedure” on page 438.

Joint Holders

Subject to the provisions contained in our Articles of Association, where two or more persons are registered as
the holders of the Equity Shares of face value ₹10 each, they shall be deemed to hold the same as joint tenants
with benefits of survivorship.

427
Jurisdiction

The courts of New Delhi, India will have exclusive jurisdiction in relation to the Offer.

Nomination Facility to Bidders

In accordance with Section 72 of the Companies Act, 2013, and the rules framed thereunder, the sole Bidder, or
the First Bidder along with other joint Bidders, may nominate any one person in whom, in the event of the death
of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares of face
value ₹10 each Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares of face value
₹10 each by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or
she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity
Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or varied by
nominating any other person in place of the present nominee by the holder of the Equity Shares of face value ₹10
each who has made the nomination by giving a notice of such cancellation. A buyer will be entitled to make a
fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available
on request at our Registered Office or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by our Board, elect either:
a) to register himself or herself as the holder of the Equity Shares of face value ₹10 each; or

b) to make such transfer of the Equity Shares of face value ₹10 each, as the deceased holder could have
made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares of face value ₹10 each, and if the notice is not complied with within a
period of 90 days, our Board may thereafter withhold payment of all dividends, interests, bonuses or other moneys
payable in respect of the Equity Shares of face value ₹10 each, until the requirements of the notice have been
complied with.

Since the Allotment of Equity Shares of face value ₹10 each in the Offer will be made only in dematerialised
mode there is no need to make a separate nomination with our Company. Nominations registered with the
respective Depository Participants of the Bidder would prevail. If the Bidders wish to change the nomination, they
are requested to inform their respective Depository Participants.

Bid/ Offer Period

BID/ OFFER OPENS ON [●](1)

BID/ OFFER CLOSES ON [●](2)(3)
(1)
Our Company and the Selling Shareholders may, in consultation with the BRLM, consider participation by Anchor Investors. The Anchor
Investor Bid/ Offer Period shall be [●], i.e., one Working Day prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR
Regulations.
(2)
Our Company and the Selling Shareholders may, in consultation with the BRLM, consider closing the Bid/ Offer Period for QIBs one
Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
(3)
UPI mandate end time and date shall be at 5:00 pm on Bid/ Offer Closing Date, i.e. [●].

An indicative timetable in respect of the Offer is set out below:

Event Indicative Date

Bid/ Offer Closing Date [●]
Finalization of Basis of Allotment with the Designated Stock On or about [●]
Exchange
Initiation of refunds (if any, for Anchor Investors)/unblocking On or about [●]
of funds from ASBA*
Allotment of Equity Shares/ Credit of Equity Shares to On or about [●]
dematerialised accounts of Allottees
Commencement of trading of the Equity Shares on the Stock On or about [●]
Exchanges
* In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date for cancelled / withdrawn / deleted ASBA
428
 Forms, the Bidder shall be compensated at a uniform rate of₹ 100 per day or 15% per annum of the Bid Amount,
whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock
Exchanges bidding platform until the date on which the amounts are unblocked; (ii) any blocking of multiple amounts for
the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform
rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount,
whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any
blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or
15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were
blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/partially allotted Bids, exceeding two
Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or
15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days
from the Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLM shall, in their sole
discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder
shall be compensated in the manner specified in the SEBI ICDR Master Circular and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 (to the extent these have not been rescinded by the SEBI RTA Master Circular , and SEBI
RTA Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of
the Company with the SCSBs and the relevant intermediaries, to the extent applicable.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these have not been rescinded by the
SEBI RTA Master Circular), and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

The above timetable, other than the Bid/ Offer Closing Date, is indicative and does not constitute any
obligation on our Company, the Selling Shareholders or the BRLM.

While our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days
from the Bid / Offer Closing Date, or such other period as prescribed by the SEBI are taken, the timetable
may be extended due to various factors, such as extension of the Bid / Offer Period by our Company in
consultation with the BRLM, revision of the Price Band or any delay in receiving the final listing and
trading approval from the Stock Exchanges, and delay in respect of final certificates from SCSBs. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges
and in accordance with the applicable laws. Each of the Selling Shareholder, severally and not jointly,
confirms that it shall extend commercially reasonable co-operation to our Company, as may be required
solely in relation to its respective Offered Shares, in accordance with applicable law, to facilitate the process
of listing and commencement of trading of the Equity Shares on the Stock Exchanges within three Working
Days from the Bid/ Offer Closing Date or such time as prescribed by SEBI.

In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working Days from the Bid / Offer Closing Date or such other time as prescribed by SEBI, identifying non-
adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it.

Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in
changes to the listing timelines. Further, the offer procedure is subject to change to any revised SEBI
circulars to this effect.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date by the intermediary
responsible for causing such delay in unblocking, in the manner specified in the UPI Circulars, to the extent
applicable, which for the avoidance of doubt, shall be deemed to be incorporated herein. The Book Running Lead
Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking.

The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified
429
in any jurisdiction except India and may not be offered or sold to persons outside of India except in
compliance with the applicable laws of each such jurisdiction. In particular, the Equity Shares offered in
the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the
securities laws of any state of the United States and may not be offered or sold in the United States, except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. The Equity Shares offered in the Offer are being offered
and sold only outside the United States in “offshore transactions” as defined in and in reliance on
Regulation S under the U.S. Securities Act.

Submission of Bids (Other than Bids from Anchor Investors):

Bid/ Offer Period (except the Bid/ Offer Closing Date)

Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/ Offer Closing Date
Submission of [electronic applications] (Online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST
through 3-in-1 accounts) – For RIBs other than QIBs,
Non-Institutional Investors and Eligible Employees
Bidding in the Employee Reservation Portion
Submission of Electronic Applications (Bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through Online channels like Internet Banking Mobile
Banking and Syndicate UPI ASBA applications where
Bid Amount is up to ₹500,000)
Bid/ Offer Period (except the Bid/ Offer Closing Date)
Submission of Electronic Applications (Syndicate Only between 10.00 a.m. and up to 3.00 p.m. IST
Non-Retail, Non-Individual Applications
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Retail, Non-Individual Applications where Bid
Amount is more than ₹500,000
Modification/ Revision/ Cancellation of Bids
Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. on the Bid/ Offer Opening Date and up to
Institutional Investors categories# 4.00 p.m. IST on Bid/ Offer Closing Date

Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. on the Bid/ Offer Opening Date and up to
of Bids by RIIs and Eligible Employees Bidding in the 5.00 p.m. IST on Bid/ Offer Closing Date
Employee Reservation Portion
#
QIBs and Non-Institutional Bidder scan neither revise their bids downwards nor cancel/withdraw their bids.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the
SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the
Bid/ Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such
applications by the closing hours of the Working Day and submit the confirmation to the Book Running
Lead Manager and the RTA on a daily basis, as per the format prescribed in SEBI circular bearing
reference number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021. To avoid duplication,
the facility of re-initiation provided to Syndicate Members shall preferably be allowed only once per
bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids. It is
clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, would be rejected.

On the Bid/ Offer Closing Date, the Bids shall be uploaded until:

i. 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and

ii. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion.

On the Bid/ Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received from Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion
after taking into account the total number of Bids received and as reported by the BRLM to the Stock Exchanges.

430
The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on
a daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date until the Bid/ Offer
Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by
the closing hours of the Working Day and submit the confirmation to the BRLM and the RTA on a daily basis.

It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA
Account and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring
Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Offer
Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of
sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Offer. Bids will
be accepted only during Monday to Friday (excluding any public holiday).

In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid
cum Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may
be taken as the final data for the purpose of Allotment.

Our Company, in consultation with the BRLM, reserve the right to revise the Price Band during the Bid/ Offer
Period, provided that the revised Cap Price shall be less than or equal to 120% of the revised Floor Price, the Floor
Price shall not be less than the face value of the Equity Shares of face value ₹10 each, and that the revision in the
Price Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of 20% of
the Floor Price and the Cap Price will be revised accordingly. Provided that, the Cap Price of the Price Band shall
be at least 105% of the Floor Price.

In case of any revision to the Price Band, the Bid/ Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/ Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, in
consultation with the BRLM, for reasons to be recorded in writing, extend the Bid/ Offer Period for a
minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/ Offer Period, if applicable, will be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the
respective websites of the BRLM and the terminals of the Syndicate Members and by intimation to SCSBs,
other Designated Intermediaries and the Sponsor Bank(s), as applicable.

Minimum subscription

In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue on the Bid/ Offer
Closing Date, and (ii) a minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR,
including through devolvement of Underwriters, as applicable, within sixty (60) days from the date of Bid Closing
Date, or if the subscription level falls below the thresholds mentioned above after the Bid Closing Date, on account
of withdrawal of applications or after technical rejections or any other reason, or if the listing or trading permission
is not obtained from the Stock Exchanges for the Equity Shares of face value ₹10 each being offered under the
Red Herring Prospectus, our Company shall forthwith refund the entire subscription amount received in
accordance with applicable law including the SEBI circular bearing no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. If there is a delay beyond four days or such time
as may be prescribed, our Company and every Director of our Company who is an officer in default, to the extent
applicable, shall pay interest as prescribed under applicable law.

The requirement for minimum subscription is not applicable to the Offer for Sale.

In the event of an undersubscription in the Offer, the Equity Shares of face value ₹10 each will be Allotted in the
following order:

i. such number of Equity Shares of face value ₹10 each will first be Allotted by our Company such that
90% of the Fresh Issue portion is subscribed;

431
ii. upon achieving (i), all the Equity Shares of face value ₹10 each offered for sale in the Offer for Sale by
Selling Shareholders will be Allotted; and

iii. once Equity Shares of face value ₹10 each have been Allotted as per (i) and (ii) above, such number of
Equity Shares of face value ₹10 each will be Allotted by our Company towards the balance 10% of the
Fresh Issue portion.

Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares of face
value ₹10 each will be Allotted shall be not less than 1,000 in compliance with Regulation 49(1) of SEBI ICDR
Regulations failing which the entire application money shall be unblocked in the respective ASBA Accounts of
the Bidders. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under
applicable laws, our Company shall be liable to pay interest on the application money in accordance with
applicable laws.

Arrangement for disposal of odd lots

Since the Equity Shares of face value ₹10 each will be traded in dematerialised form only and the market lot for
the Equity ShareEquity Shares of face value ₹10 each will be one Equity Share, no arrangements for disposal of
odd lots are required.

New Financial Instruments

Our Company is not issuing any new financial instruments through this Offer.

Restrictions on Transfer and Transmission of Equity Shares

Except for lock-in of the pre-Offer capital of our Company, the Minimum Promoters’ Contribution and the Anchor
Investor lock-in in the Offer as detailed in “Capital Structure – Details of Promoters’ Contribution and lock-in
for three years” on page 104, and except as provided in the Articles of Association as detailed in “Description of
Equity Shares and Terms of the Articles of Association” on page 462, there are no restrictions on transfers or
transmission of Equity Shares of face value ₹10 each and on their consolidation or sub division.

Withdrawal of the Offer

Our Company and the Selling Shareholders, in consultation with the Book Running Lead Manager reserve the
right not to proceed with the Fresh Issue, and the Selling Shareholders, severally and not jointly, reserve the right
not to proceed with the Offer for Sale, in whole or in part thereof, to the extent of their respective Offered Shares,
after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would issue a public
notice in the newspapers in which the pre-Offer advertisements were published, within two days of the Bid/ Offer
Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the
Offer. The Book Running Lead Manager, through the Registrar to the Offer, shall notify the SCSBs and the
Sponsor Banks (in case of UPI Bidders using the UPI Mechanism), to unblock the bank accounts of the ASBA
Bidders and the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working
Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges
on which the Equity Shares are proposed to be listed. In terms of the UPI Circulars, in relation to the Offer, the
Book Running Lead Manager will submit reports of compliance with the applicable listing timelines and activities,
identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the
reasons associated with it. Further, in case of any delay in unblocking of amounts in the ASBA Accounts
(including amounts blocked through the UPI Mechanism) exceeding three Working Days from the Bid/ Offer
Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay
exceeding three Working Days from the Bid/ Offer Closing Date by the intermediary responsible for causing such
delay in unblocking. The Book Running Lead Manager shall, in their sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking.

Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the
Prospectus after it is filed with the RoC. If our Company and the Selling Shareholders, in consultation with the
Book Running Lead Manager withdraw the Offer after the Bid/ Offer Closing Date and thereafter determine that
they will proceed with a public offering of the Equity Shares, our Company shall file a fresh draft red herring
prospectus with SEBI and the Stock Exchanges.

432
 OFFER STRUCTURE

The Offer is of up to [●] Equity Shares of face value of ₹ 10 at an Offer Price of ₹ [●] per Equity Share for cash
(including a share premium of ₹ [●] per Equity Share) aggregating up to ₹ [●] million comprising a Fresh Issue
of up to [●] Equity Shares aggregating up to ₹ 2,000 million and an Offer of Sale of up to 3,854,840 Equity Shares
aggregating up to ₹ [●] million by the Selling Shareholders. The Offer shall constitute [●]% of the post-Offer
paid-up equity share capital of our Company.

The Offer comprises of a Net Offer of up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹[●]
million and Employee Reservation Portion of up to [●] Equity Shares of face value of ₹10 each aggregating up to
₹[●] million. The Employee Reservation Portion shall not exceed [●]% of our post-Offer paid-up Equity Share
capital. The Offer and the Net Offer shall constitute [●]% and [●]%, respectively, of the post-Offer paid-up Equity
Share capital of our Company.

Our Company in consultation with the BRLM, may consider a Pre-IPO Placement. In the event the Pre-IPO
Placement is undertaken, the Fresh Issue size will be reduced to the extent of such Pre-IPO Placement, subject to
the Offer complying with Rule 19(2)(b) of SCRR. Details of the Pre-IPO Placement, if undertaken, shall be
included in the Red Herring Prospectus. The Pre-IPO Placement shall not exceed 20% of the size of the Fresh
Issue.

The Offer is being made through the Book Building Process, in compliance with Regulation 32(1) of the SEBI
ICDR Regulations:

Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual

Bidders Bidders
Number of Equity Shares Up to [●] Equity Shares Not more than [●] Not less than [●] Equity Not less than [●] Equity
of face value ₹10 each of face value of ₹10 Equity Shares of face Shares of face value Shares of face value
available for each value ₹10 each ₹10 each available for ₹10 each available for
Allotment/allocation*(2) allocation or Offer less allocation or Offer less
allocation to QIB allocation to QIB
Bidders and RIBs Bidders and Non-
Institutional Bidders
Percentage of Offer Size The Employee Not more than 50% of Not less than 15% of Not less than 35% of
available for Reservation Portion the Offer shall be the Offer or the Offer the Offer or the Offer
Allotment/allocation shall constitute up to available for allocation less allocation to QIB less allocation to QIBs
[●]% of the post-Offer to QIB Bidders. Bidders and Retail and Non-Institutional
paid-up Equity Share However, up to 5% of Individual Investors Investors will be
capital of our the Net QIB Portion will be available for available for allocation.
Company. shall be available for allocation subject to the
allocation on a following:
proportionate basis to
Mutual Funds only. Further, one-third of
Mutual Funds the Non-Institutional
participating in the Portion will be
Mutual Fund Portion available for allocation
will also be eligible for to Bidders with an
allocation in the application
remaining QIB Portion. size exceeding ₹
The unsubscribed 200,000 and up to ₹
portion in the Mutual 500,000 and two thirds
Fund Portion will be of the Non-Institutional
added to the Net QIB Portion will be
Portion available for allocation
to Bidders with an
application size of more
than ₹ 1,000,000 and
undersubscription in
either of these two
subcategories of the
Non-Institutional
Portion may be
allocated to Bidders in
the other subcategory
of the Non-Institutional
433
 Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
Portion in accordance
with the SEBI ICDR
Regulations, subject to
valid Bids being
received at or above the
Offer Price.
Basis of Allotment/ Proportionate; unless Proportionate as The Equity Shares of The allotment to each
allocation if respective the Employee follows (excluding the face value ₹10 each RIB shall not be less
category is oversubscribed Reservation Portion is Anchor Investor available for allocation than the minimum Bid
undersubscribed, the Portion): to Non-Institutional Lot, subject to
value of allocation to an a) up to [●] Equity Bidders under the Non- availability of Equity
Eligible Employee shall Shares of face value Institutional Portion, Shares of face value
not exceed ₹200,000. In ₹10 each shall be shall be subject to the ₹10 each in the Retail
the event of available for allocation following: Portion and the
undersubscription in on a proportionate basis a) one third of the remaining available
the Employee to Mutual Funds only; portion available to Equity Shares of face
Reservation Portion, and Non-Institutional value ₹10 each if any,
the unsubscribed b) up to [●] Equity Bidders being [●] shall be Allotted on a
portion may be Shares of face value Equity Shares of face proportionate basis. For
allocated, on a ₹10 each shall be value ₹10 each are further details, see
proportionate basis, to available for allocation reserved for Bidders “Offer Procedure” on
Eligible Employees for on a proportionate basis Biddings more than page 438.
a value exceeding to all QIBs, including ₹0.20 million and up to
₹200,000, subject to Mutual Funds receiving ₹1.00 million; and
total Allotment to an allocation as per (a) b) two third of the
Eligible Employee not above. portion available to
exceeding ₹500,000. Up to 60% of the QIB Non-Institutional
Portion (of up to [●] Bidders being [●]
Equity Shares of face Equity Shares of face
value ₹10 each may be value ₹10 each are
allocated on a reserved for Bidders
discretionary basis to Bidding more than
Anchor Investors of ₹1.00 million.
which one-third shall Provided that the
be available for unsubscribed portion in
allocation to domestic either of the categories
Mutual Funds only, specified in (a) or (b)
subject to valid Bids above, may be
being received from allocated to Bidders in
Mutual Funds at or the other sub- category
above the Anchor of Non- Institutional
Investor Allocation Portion in accordance
Price with SEBI ICDR
Regulations.

The allotment to each

Non-Institutional
Bidder shall not be less
than the Minimum NIB
Bid Size, subject to
availability of Equity
Shares in the Non-
Institutional Portion
and the remaining
available Equity
Shares, if any, shall be
allotted on a
proportionate basis, in
accordance with SEBI
ICDR Regulations.

For details, see “Offer

Procedure” on page
438.
Minimum Bid ASBA Process only [●] Equity Shares of Such number of Equity [●] Equity Shares of
434
 Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
(including the UPI face value ₹10 each in Shares of face value face value ₹10 each and
Mechanism) multiples of [●] Equity ₹10 each in multiples of in multiples of [●]
Shares of face value [●] Equity Shares of Equity Shares of face
₹10 each such that the face value ₹10 each value ₹10 each
Bid Amount exceeds such that the Bid thereafter
₹0.20 million Amount exceeds ₹0.20
million
Maximum Bid [●] Equity Shares of Such number of Equity Such number of Equity Such number of Equity
face value of ₹10 each Shares of face value Shares of face value Shares of face value
and in multiples of [●] ₹10 each in multiples of ₹10 each in multiples of ₹10 each in multiples of
Equity Shares [●] Equity Shares of [●] Equity Shares of [●] Equity Shares of
thereafter. face value ₹10 each not face value ₹10 each not face value ₹10 each so
exceeding the size of exceeding the size of that the Bid Amount
the Offer, (excluding the Offer, (excluding does not exceed ₹0.20
the Anchor portion) the QIB portion) million
subject to applicable subject to limits
limits to the Bidder applicable to the Bidder
Mode of Bidding Through ASBA process only (except Anchor Investors). In case of UPI Bidders, ASBA process
will include the UPI Mechanism.
Bid Lot [●] Equity Shares of face value ₹10 each and in multiples of [●] Equity Shares of face value ₹10
each thereafter
Mode of Allotment Compulsorily in dematerialised form
Allotment Lot A minimum of [●] Equity Shares of face value ₹10 each and in multiples of one Equity Share
thereafter
Trading Lot One Equity Share
Who can apply(4) Eligible Employees Public financial Resident Indian Resident Indian
institutions as specified individuals, Eligible individuals, Eligible
in Section 2(72) of the NRIs, HUFs (in the NRIs and HUFs (in the
Companies Act, name of the karta), name of the karta)
scheduled commercial companies, corporate
banks, Mutual Funds, bodies, scientific
FPIs (other than institutions, societies,
individuals, corporate trusts, family offices
bodies and family and FPIs who are
offices), VCFs, AIFs, individuals, corporate
FVCIs registered with bodies and family
SEBI, multilateral and offices which are re-
bilateral development categorised as Category
financial institutions, II FPIs and registered
state industrial with SEBI.
development
corporation, insurance
companies registered
with IRDAI, provident
fund (subject to
applicable law) with
minimum corpus of
₹250 million, pension
fund with minimum
corpus of ₹250 million,
registered with the
Pension Fund
Regulatory and
Development Authority
established under sub-
section (1) of section 3
of the Pension Fund
Regulatory and
Development Authority
Act, 2013, National
Investment Fund set up
by the GoI through
resolution F.
No.2/3/2005-DD-II

435
 Particulars Eligible Employees# QIBs(1) Non-Institutional Retail Individual
Bidders Bidders
dated November 23,
2005, the insurance
funds set up and
managed by army, navy
or air force of the Union
of India, insurance
funds set up and
managed by the
Department of Posts,
India and Systemically
Important NBFCs, in
accordance with
applicable laws.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the
time of submission of their Bids(3)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account
of the ASBA Bidder or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor
Investors) that is specified in the ASBA Form at the time of submission of the ASBA Form
* Assuming full subscription in the Offer.
#
Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹500,000. However, a Bid by an Eligible
Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of up to ₹200,000.
In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000, subject to the maximum value of Allotment
made to such Eligible Employee not exceeding ₹500,000. Further, an Eligible Employee Bidding in the Employee Reservation Portion
can also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. The undersubscribed portion,
if any, in the Employee Reservation Portion shall be added back to the Net Offer. In case of undersubscription in the Net Offer, spill-
over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion.
(1) Our Company in consultation with the BRLM may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor
Offer Price, on a discretionary basis subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor
Investor Portion is up to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment
of ₹50 million per Anchor Investor, and (iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors
for every additional ₹2,500 million or part thereof will be permitted, subject to minimum allotment of ₹50 million per Anchor Investor.
An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹100 million. One-third
of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the price at
which allocation is made to Anchor Investors, which price shall be determined by our Company in consultation with the BRLM.
(2) This Offer is being made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with
Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer will be available for allocation to QIBs on a
proportionate basis, provided that the Anchor Investor Portion may be allocated on a discretionary basis. Further, not less than 15% of
the Offer will be available for allocation to Non-Institutional Investors, of which one-third of the Non-Institutional Portion will be
available for allocation to Bidders with an application size exceeding ₹ [●] million and up to ₹ [●] million and two-thirds of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ [●] million and undersubscription
in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-
Institutional Portion in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
Further, not less than 35% of the Offer will be available for allocation to Retail Individual Investors in accordance with SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. Under-subscription, if any, in any category, would be met
with spill-over from any other category or categories, as applicable, at the discretion of our Company, in consultation with the BRLM
and the Designated Stock Exchange, subject to valid Bids being received at or above the Offer Price and in accordance with applicable
laws. Under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination
of categories. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms, provided that any difference between the price at which Equity Shares are allocated to the Anchor Investors and the Anchor
Investor Offer Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. For details of terms of payment of
applicable to Anchor Investors, see General Information Document available on the website of the Stock Exchanges and the BRLM.
Anchor Investors are not permitted to participate in the Offer through the ASBA process.
(3) In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. The signature of only such First Bidder is required in the Bid cum
Application Form and such First Bidder will be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm
and will be deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their respective directors, officers,
agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire
the Equity Shares.
(4) Subject to valid bids being received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company in consultation with the BRLM, and the Designated Stock Exchange, subject to applicable laws. In case of under-subscription
in the Offer, after meeting the minimum subscription requirement of 90% of the Fresh Issue, the balance subscription in the Offer will
be met in the following order of priority: (i) through the sale of Offered Shares being offered by the Selling Shareholders in the Offer for
Sale; and (ii) through the issuance of balance part of the Fresh Issue. In the event of under-subscription in the Offer, Equity Shares shall
be allocated in the manner specified in “Terms of the Offer” on page 426.

Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make

436
payment based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee
Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock
Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed
to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of
the Offer” on page 426.

437
 OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, and the UPI
Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the
SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to
the Offer especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors
should note that the details and process provided in the General Information Document should be read along with
this section.

Additionally, Bidders may refer to the General Information Document for information in relation to (i) category
of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and
allocation; (iv) payment instructions for ASBA Bidders/Applicants; (v) issuance of CAN and allotment in the ; (vi)
general instructions (limited to instructions for completing the Bid Form); (vii) submission of Bid cum Application
Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an
application would be rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013
relating to punishment for fictitious applications; (x) mode of unblocking intimation/making refunds, as
applicable; (xi) Designated Date; (xii) interest in case of delay in allotment or refund; and (xiii) disposal of
applications and electronic registration of bids.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made
effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I
was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids
by RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of
forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the
UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or
launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide
its Circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline for
implementation of UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism
for applications by UPI Bidders (“UPI Phase III”), and modalities of the implementation of UPI Phase III has
been notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made
effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for
all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and
procedures under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued
by the SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021 as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated
June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular
no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, had introduced certain additional measures for
streamlining the process of initial public issues and redressing investor grievances. Subsequently, the SEBI RTA
Master Circular consolidated the aforementioned circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant
for the RTAs. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022,
applications made using the ASBA facility in initial public offerings shall be processed only after application
monies are blocked in the bank accounts of investors (all categories).In terms of Regulation 23(5) and Regulation
52 of SEBI ICDR Regulations, the timelines and processes mentioned in T+3 Circular shall continue to form part
of the agreements being signed between the intermediaries involved in the public issuance process and book
running lead managers shall continue to coordinate with intermediaries involved in the said process.

Furthermore, pursuant to SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
individual bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to
₹500,000 shall use the UPI Mechanism. Subsequently, pursuant to SEBI circular no.
438
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial
public offerings (opening on or after September 1, 2022) shall be processed only after application monies are
blocked in the bank accounts of investors (all categories).

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated in
accordance with applicable law. The BRLM shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be entitled to compensation
in the manner specified in the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021
as amended by the T+3 Circular, in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.

The BRLM shall be the nodal entity for any issues arising out of public issuance process.

In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part
of the agreements being signed between the intermediaries involved in the public issuance process and BRLM
shall continue to coordinate with intermediaries involved in the said process.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master Circular no. SEBI/HO/MIRSD/POD-
1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable).

In order to streamline the bidding process and to ensure the orderly development of securities market, the ASBA
applications in public issues shall be processed only after the application monies are blocked in the investor’s
bank accounts. Thereafter, all intermediaries / market infrastructure institutions shall ensure that appropriate
systemic and procedural arrangements are made within three months from the date of issuance of SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 along with the circular issued by the National Stock
Exchange of India Limited having reference no. 25/2022 dated August 3, 2022 and the circular issued by BSE
Limited having reference no. 20220803-40 dated August 3, 2022.

Our Company and the BRLM are not liable for any amendment, modification or change in the applicable law
which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their
independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do
not exceed the investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or as specified in the Red Herring Prospectus and the Prospectus.

Further, our Company, the Selling Shareholders and the Syndicate are not liable for any adverse occurrences
consequent to the implementation of the UPI Mechanism for application in the Offer. Bidders are advised to make
their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and
do not exceed the investment limits or maximum number of Equity Shares that can be held by them under
applicable law or as specified in the Red Herring Prospectus and the Prospectus.

Book Building Procedure

The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with
Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis
to QIBs, provided that our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion
to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in
consultation with the BRLM, of which one-third shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance
with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor
Portion, the balance Equity Shares shall be added to the QIB Category (other than the Anchor Investor Portion).
Further, 5% of the Net QIB Category shall be available for allocation on a proportionate basis to Mutual Funds
only, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Category
shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids
being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5%
of the Net QIB Category, the balance Equity Shares available for allocation in the Mutual Fund Portion will be

439
added to the remaining QIB Category for proportionate allocation to QIBs. Further, not less than 15% of the Net
Offer shall be available for allocation to Non-Institutional Investors, in accordance with the SEBI ICDR
Regulations, of which one-third of the Non-Institutional Category shall be available for allocation to Bidders with
a Bid size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Category shall be
available for allocation to Bidders with a Bid size of more than ₹1,000,000 and under- subscription in either of
these two sub-categories of the Non-Institutional Category may be allocated to Bidders in the other sub-category
of the Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Offer Price. Further, not less than 35% of the Net Offer shall be available for allocation
to Retail Individual Portion, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
from them at or above the Offer Price. Further, up to [●] Equity Shares of face value of ₹10 each, aggregating up
to ₹[●] million shall be made available for allocation on a proportionate basis only to Eligible Employees Bidding
in the Employee Reservation Portion, subject to valid Bids being received at or above the Offer Price, if any.
Undersubscription, if any, in any category, except the Net QIB Category, would be allowed to be met with spill-
over from any other category or categories, as applicable, at the discretion of our Company and in consultation
with the BRLM and the Designated Stock Exchange, subject to receipt of valid Bids received at or above the Offer
Price. Under-subscription, if any, in the Net QIB Category, will not be allowed to be met with spill-over from any
other category or a combination of categories. In the event of an under-subscription in the Employee Reservation
Portion post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹200,000, subject to the total
Allotment to an Eligible Employee not exceeding ₹500,000.

The Equity Shares of face value ₹10 each, on Allotment, shall be traded only in the dematerialized segment of the
Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including the DP ID, Client ID, PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be
treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares
in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the
Equity Shares in the Offer, in compliance with applicable laws.

Investors must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated
February 13, 2020 and press releases dated June 25, 2021, September 17, 2021, March 30, 2022, and March 28,
2023.

Phased implementation of Unified Payments Interface

SEBI has issued UPI Circulars in relation to streamlining the process of public offer of inter alia, equity shares
and convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, the
UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of
blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through Designated
Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working
Days to up to three Working Days. Considering the time required for making necessary changes to the systems
and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced
the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019, or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, a RIB had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.

Phase II: This phase was applicable from July 1, 2019 and the continuation of this phase was extended until
March 31, 2020 vide SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019. Under
this phase, submission of the ASBA Form by UPI Bidders through Designated Intermediaries (other than SCSBs)
to SCSBs for blocking of funds was discontinued and replaced by the UPI Mechanism. However, the time duration
from public issue closure to listing continued to be six Working Days during this phase. Further, pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, this phase was extended till further
notice.

440
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1,
2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. The Offer shall be
undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to
any circulars, clarification or notification issued by the SEBI from time to time, including any circular,
clarification or notification which may be issued by SEBI.

The Offer is being made under Phase III of the UPI (on a mandatory basis).

Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Streaming Circular
include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for
SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to
submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of
unsuccessful Bidders to be unblocked no later than one Working day from the date on which the Basis of
Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being
penalised under the applicable law. Additionally, if there is any delay in the redressal of investors’ complaints,
the relevant SCSB as well as the BRLM will be required to compensate the concerned investor.

Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant
to an application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking
of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.

All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. The Offer is being made under Phase II of the UPI Circulars, unless Phase III of the UPI Circulars
becomes effective and applicable on or prior to the Bid/ Offer Opening Date. The Company will be required to
appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges and NPCI in order
to facilitate collection of requests and / or payment instructions of the UPI Bidders using the UPI Mechanism.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such SCSBs make an application as prescribed in Annexure I of SEBI Circular
No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance
with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master Circular no. SEBI/HO/MIRSD/POD-
1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable). Such application shall be given only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.

SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all
individual investors applying in initial public offerings opening on or after May 1, 2022, where the application
amount is up to ₹ 500,000, shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding
for more than ₹ 200,000 and up to ₹ 500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-
cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or
CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided
by certain brokers.

For further details, refer to the “General Information Document” available on the websites of the Stock Exchanges
and the BRLM.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at relevant Bidding Centres and at our Registered Office. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date.

Copies of the Anchor Investor Application Form will be available with the BRLM.

441
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. UPI Bidders are mandatorily required to use the UPI Mechanism for submitting their bids to Designated
Intermediaries and are allowed to use ASBA Process by way of ASBA Forms to submit their bids directly to
SCSBs. Anchor Investors are not permitted to participate in the Offer through the ASBA process.

All ASBA Bidders must provide either (i) bank account details and authorisation to block funds in their respective
ASBA Accounts in the relevant space provided in the ASBA Form; or (ii) the UPI ID (in case of UPI Bidders),
as applicable, in the relevant space provided in the ASBA Form and the ASBA Form that does not contain such
details are liable to be rejected. Applications made by the UPI Bidders using third party bank account or using
third party linked bank account UPI ID are liable for rejection.

ASBA Bidders shall ensure that the Bids are made through ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the
ASBA Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may
submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub- Syndicate Members,
Registered Brokers, RTAs or CDPs or online using the facility of linked online trading, demat and bank account
(3 in 1 type accounts), provided by certain brokers; (ii) RIBs authorizing an SCSB to block the Bid Amount in the
ASBA Account may submit their ASBA Forms with the SCSBs (physically or online, as applicable), or online
using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers and (iii) QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, Sub- Syndicate
member(s), Registered Brokers, RTAs or CDPs. For Anchor Investors, the Anchor Investor Application Form
will be available at the offices of the BRLM. ASBA Bidders must ensure that the ASBA Account has sufficient
credit balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor
Bank, as applicable at the time of submitting the Bid. In order to ensure timely information to Bidders, SCSBs are
required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked.

The Sponsor Bank shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer
Opening Date till the date of listing of the Equity Shares of face value ₹10 each with details of statistics of mandate
blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries
and any such processes having an impact/bearing on the Offer Bidding process.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

Category Colour of Bid cum Application Form*

Resident Indians, including resident QIBs, Non-Institutional Bidders and [●]
Retail Individual Bidders applying on a non- repatriation basis
Non-Residents including FPIs, Eligible NRIs applying on a repatriation [●]
basis, FVCIs and registered bilateral and multilateral institutions
Anchor Investors [●]
Eligible Employees Bidding in the Employee Reservation Portion#
* Excluding electronic Bid cum Application Forms Notes:
(1) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the website of NSE
(www.nseindia.com) and BSE (www.bseindia.com)
(2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLM.
#
Bid cum Application Forms for Eligible Employees will be available only at our branches and offices in India.

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the
electronic bidding system of the Stock Exchanges. For UPI Bidders using UPI Mechanism, the Stock Exchanges
shall share the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor
Bank to initiate UPI Mandate Request to RIBs for blocking of funds.

Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms (except Bid cum Application
Forms submitted by UPI Bidders Bidding through the UPI Mechanism) to the respective SCSB where the Bidder
has a bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s). Stock
Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real
time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and
re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either
DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded.

For ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs)
shall submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and
shall not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the
442
electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring
inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within
the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or
PAN ID, bank code and location code in the Bid details already uploaded.

For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with
the Sponsor Bank on a continuous basis through API integration to enable the Sponsor Bank to initiate UPI
Mandate Request to UPI Bidders for blocking of funds. The Sponsor Bank shall initiate request for blocking of
funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their
respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail
for every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders
(Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor
Bank, NPCI or the Bankers to the Offer) at whose end the lifecycle of the transaction has come to a halt. The
NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the
Bankers to the Offer. The Sponsor Banks and the Bankers to the Offer shall provide the audit trail to the BRLM
for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send alerts
as specified in SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master
Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable).

For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/ Offer Closing Date (“Cut-
Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate Requests
for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall
lapse.

The Sponsor Bank will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank will undertake reconciliation of all Bid
requests and responses throughout their lifecycle on daily basis and share reports with the BRLM in the format
and within the timelines as specified under the UPI Circulars. Sponsor Bank and issuer banks shall download UPI
settlement files and raw data files from the NPCI portal after every settlement cycle and do a three-way
reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and
Sponsor Banks on a continuous basis.

The Sponsor Banks shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer
Opening Date till the date of listing of the Equity Shares of face value ₹10 each with details of statistics of mandate
blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries
and any such processes having an impact/bearing on the Offer Bidding process.

Electronic registration of bids

a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the on-line facilities for
Book Building on a regular basis before the closure of the Offer.

b) On the Bid/ Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchanges and will be disclosed in the Red Herring Prospectus.

c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during
the Bid/ Offer Period till 5.00 pm for the RIBs and 4.00 pm for NIBs and QIBs on the Bid/ Offer Closing
Date after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further
processing.

Participation by Promoters and members of our Promoter Group of the Company, the BRLM and the
Syndicate Member(s) and the persons related to Promoters, Promoter Group, BRLM and the Syndicate
Members.

The BRLM and the Syndicate Members shall not be allowed to purchase Equity Shares of face value ₹10 each in
the Offer in any manner, except towards fulfilling their underwriting obligations. However, the respective
443
associates and affiliates of the BRLM and the Syndicate Member(s) may Bid for Equity Shares of face value ₹10
each in the Offer, either in the QIB Portion or in the Non-Institutional Portion as may be applicable to such
Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account or on
behalf of their clients. All categories of investors, including associates or affiliates of the BRLM and Syndicate
Member(s), shall be treated equally for the purpose of allocation to be made on a proportionate basis.

Neither (i) the BRLM or any associates of the BRLM (except Mutual Funds sponsored by entities which are
associates of the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs
sponsored by the entities which are associate of the BRLM or FPIs other than individuals, corporate bodies and
family offices which are associate of the BRLM or pension funds sponsored by entities which are associates of
the BRLM nor (ii) any “person related to the Promoters/ Promoter Group” shall apply in the Offer under the
Anchor Investor Portion.

For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related
to the Promoters/ Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into
with the Promoters or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.

Except for Mutual Funds, AIFs or FPIs other than individuals, corporate bodies and family offices sponsored by
entities which are associates of the BRLM or insurance companies promoted by entities which are associates of
the BRLM, BRLM or its associates can apply in the Offer under the Anchor Investor Portion.

Further, an Anchor Investor shall be deemed to be an associate of the BRLM, if: (a) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other;
or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLM.

Further, except for the sale of Equity Shares of face value ₹10 each by the Selling Shareholders in the Offer, our
Promoters and members of the Promoter Group shall not participate by applying for Equity Shares of face value
₹10 each in the Offer.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right
to reject any Bid without assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect
of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the
Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for
which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of
any single company provided that the limit of 10% shall not be applicable for investments in case of index funds
or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents ([●] in colour).

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour).

Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries.
Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should
authorize their respective SCSB or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding

444
through the UPI Mechanism) to block their Non- Resident External (“NRE”) accounts (including UPI ID, if
activated), or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a non-
repatriation basis by using Resident Forms should authorize their respective SCSB to block their Non-Resident
Ordinary (“NRO”) accounts or confirm or accept the UPI mandate request (in case of UPI Bidders using the UPI
Mechanism) for the full Bid Amount, at the time of the submission of the Bid cum Application Form. NRIs
applying in the Offer through the UPI Mechanism are advised to enquire with the relevant bank, whether their
account is UPI linked, prior to submitting a Bid cum Application Form. Eligible NRIs Bidding on non-repatriation
basis are advised to use the Bid cum Application Form for residents ([●] in colour). Eligible NRIs Bidding on a
repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in colour).
Participation by Eligible NRIs in the Offer shall be subject to the FEMA Rules. Only Bids accompanied by
payment in Indian rupees or fully converted foreign exchange will be considered for Allotment. By way of Press
Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been clarified that an investment made by
an Indian entity which is owned and controlled by NRIs on a non-repatriation basis, shall not be considered for
calculation of indirect foreign investment. For details of investment by NRIs, please see the section titled
“Restrictions on Foreign Ownership of Indian Securities” on page 461.

Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI
Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the UPI Circulars)
to apply in the Offer, provided the UPI facility is enabled for their NRE/NRO accounts.

In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company. The limits of investments by NRIs and OCIs has been
increased from 10% to 12% of the paid-up equity share capital of the Company provided that the shareholding of
each NRI or OCI in the Company shall not exceed 5% of the paid-up equity share capital on a fully dilutes basis
or such other limit as may be stipulated by RBI in each case from time to time by passing a special resolution.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The
Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family
applying through XYZ, where XYZ is the name of the karta”. Bids/Applications by HUFs will be considered at
par with Bids/Applications from individuals.

Bids by Eligible Employees

The Bid must be for a minimum of [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity
Shares of However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹200,000. Allotment in the Employee Reservation Portion will be as detailed in the section “Offer
Structure” beginning on page 433. Face value of ₹10 each thereafter so as to ensure that the Bid Amount payable
by the Eligible Employee does not exceed ₹500,000 on a net basis.

However, Allotments to Eligible Employees in excess of ₹200,000 shall be considered on a proportionate basis,
in the event of under-subscription in the Employee Reservation Portion, subject to the total Allotment to an
Eligible Employee not exceeding ₹500,000. Subsequent under-subscription, if any, in the Employee Reservation
Portion shall be added back to the Net Offer. Eligible Employees Bidding in the Employee Reservation Portion
may Bid at the Cut-off Price.

Bids under the Employee Reservation Portion by Eligible Employees shall be:

• Made only in the prescribed Bid cum Application Form or Revision Form.

• Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules, regulations
and guidelines) would be eligible to apply in this Offer under the Employee Reservation Portion.

445
• In case of joint bids, the sole/ first Bidder shall be the Eligible Employee.

• Bids by Eligible Employees may be made at Cut-off Price.

• Only those Bids, which are received at or above the Offer Price would be considered for allocation under this
portion.

• The Bids must be for a minimum of [●] Equity Shares of face value of ₹ 10 each and in multiples of [●]
Equity Shares thereafter so as to ensure that the Bid Amount payable by the Eligible Employee subject to a
maximum Bid Amount of ₹500,000 on a net basis.

• Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism

• If the aggregate demand in this portion is less than or equal to [●] Equity Shares at or above the Offer Price,
full allocation shall be made to the Eligible Employees to the extent of their demand.

• Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be
treated as multiple Bids.

• Eligible Employees should mention their employee number at the relevant place in the Bid cum Application
Form or Revision Form.

In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available
for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000,
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000.

Bids by FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, the investment in Equity Shares of face value
₹10 each by a single FPI or an investor group (which means multiple entities registered as FPIs and directly or
indirectly having common ownership of more than 50% or common control) must be below 10% of our post-offer
Equity Share capital on a fully diluted basis. Further, in terms of the FEMA Non-debt Rules, the total holding by
each FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company and
the total holdings of all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable
to the sector in which our Company operates. In terms of the FEMA Non-Debt Rules, for calculating the aggregate
holding of FPIs in a company, holding of all registered FPIs shall be included.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the
right to reject any Bid without assigning any reason. FPIs who wish to participate in the offer are advised to use
the Bid cum Application Form for Non-Residents ([●] in colour).

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for Offer procedure, as prescribed by SEBI from time to time.

A FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognized
stock exchange in India, and/ or may purchase or sell securities other than equity instruments. FPIs are permitted
to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the
Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may offer, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time. In case the total holding of an FPI increases beyond
446
10% of the total paid-up Equity Share capital, on a fully diluted basis or 10% or more of the paid-up value of any
series of debentures or preference shares or share warrants issued that may be issued by our Company, the total
investment made by the FPI will be re-classified as FDI subject to the conditions as specified by SEBI and the
RBI in this regard and our Company and the investor will be required to comply with applicable reporting
requirements.

An FPI issuing offshore derivate instruments is also required to ensure that any transfer of derivative instrument
is made by, or on behalf of it subject to, inter alia, the following conditions:

a) each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and

b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre-approved by the FPI.

The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for non-residents.
Further, Bids received from FPIs bearing the same PAN will be treated as multiple Bids and are liable to be
rejected, except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the
Operational Guidelines for Foreign Portfolio Investors and Designated Depository Participants which were issued
in November 2019 to facilitate implementation of SEBI (Foreign Portfolio Investors) Regulations, 2019 (such
structure “MIM Structure”) provided such Bids have been made with different beneficiary account numbers,
Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize
the MIM Structure, and bear the same PAN, are liable to be rejected.

In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary
account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and indicate the names
of their respective investment managers in such confirmation. In the absence of such confirmation from the
relevant FPIs, such multiple Bids will be rejected. Further, in the following cases, the bids by FPIs will not be
considered as multiple Bids involving (i) the MIM Structure and indicating the name of their respective investment
managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained separate FPI
registration for ODI and proprietary derivative investments; (iii) sub funds or separate class of investors with
segregated portfolio who obtain separate FPI registration; (iv) FPI registrations granted at investment strategy
level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-funds
with identifiable differences and managed by a single investment manager; (v) multiple branches in different
jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related investors registered as
Category I FPIs; and (vii) Entities registered as Collective Investment Scheme having multiple share classes.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which
have not re-registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF
Regulations until the existing fund or scheme managed by the fund is wound up and such fund shall not launch
any new scheme after the notification of the SEBI AIF Regulations. The SEBI FVCI Regulations prescribe the
investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed
25% of the corpus of the VCF or FVCI. Further, VCFs or FVCIs can invest only up to 33.33% of the investible
funds in various prescribed instruments, including in public offering.

Category I and Category II AIFs cannot invest more than 25% of the investible funds in one investee company.
However, large value funds for accredited investors of Category I AIFs and Category II AIFs may invest up to
50% of the investible funds in an investee company. A Category III AIF cannot invest more than 10% of the
investible funds in one investee company. However, large value funds for accredited investors of Category III
AIFs may invest up to 20% of the investible funds in an investee company. A VCF registered as a Category I AIF,
as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of
subscription to an initial public offering of a venture capital undertaking whose shares are proposed to be listed.

Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to

447
be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up
and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLM reserves the
right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee is required to
be attached to the Bid cum Application Form, failing which our Company in consultation with the BRLM reserve
the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended, (the “Banking Regulation Act”), and the Master Directions – Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the
investee company, not being its subsidiary engaged in non-financial services, or 10% of the bank’s own paid-up
share capital and reserves, ,as per the last audited balance sheet or a subsequent balance sheet, whichever is less..
Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial
and non-financial services company cannot exceed 20% of the bank’s paid up share capital and reserves. A
banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share
capital of such investee company if (i) the investee company is engaged in non-financial activities in which
banking companies are permitted to engage under the Banking Regulation Act, or (ii) the additional acquisition is
through restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s
interest on investment made to a company. The bank is required to submit a time-bound action plan for disposal
of such shares within a specified period to the RBI. A banking company would require a prior approval of the RBI
to make (i) investment in excess of 30% of the paid-up share capital of the investee company, (ii) investment in a
subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed), and (iii)
investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital
as stated in 5(a)(v)(c)(i) of the RBI (Financial Services provided by Banks) Directions, 2016, as amended. Bids
by banking Companies should not exceed the investment limits prescribed for them under the applicable laws.

Bids by SCSBs

SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013. Such SCSBs
are required to ensure that for making applications on their own account using ASBA, they should have a separate
account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for
the purpose of making application in public issues and clear demarcated funds should be available in such account
for such applications.

Bids by insurance companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in
consultation with the BRLM reserve the right to reject any Bid without assigning any reason thereof.

The exposure norms for insurers, prescribed under Regulation 9 the Insurance Regulatory and Development
Authority (Investment) Regulations, 2016 (IRDA Investment Regulations), and are based on investments in the
equity shares of a company, the entire group of the investee company and the industry sector in which the investee

448
company operates. Bidders are advised to refer to the IRDAI Investment Regulations for specific investment limits
applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI
from time to time.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, as amended, are broadly set forth below:

• equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of
the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer or health insurer;

• the entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of
the investment assets in all companies belonging to the group, whichever is lower; and

• the industry sector in which the investee company operates: not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is
lower.

* The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies
with investment assets of ₹ 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with
investment assets of ₹0.50 million million or more but less than ₹2,500,000 million.

Insurance companies participating in the Offer shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI, from time to time, including the IRDAI Investment Regulations for specific investment
limits applicable to them.

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of
₹250.00 million, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company in consultation
with the BRLM reserves the right to reject any Bid, without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, Eligible FPIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force
of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹ 250.00 million (subject to applicable law) and pension funds with a
minimum corpus of ₹ 250.00 million, a certified copy of the power of attorney or the relevant resolution or
authority, as the case may be, along with a certified copy of the memorandum of association and articles of
association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company
in consultation with the BRLM reserve the right to accept or reject any Bid in whole or in part, in either case,
without assigning any reason thereof.

Our Company in consultation with the BRLM in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to
the terms and conditions that our Company in consultation with the BRLM may deem fit.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate
of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and
a net worth certificate from its statutory auditors, and (iii) such other approval as may be required by the
Systemically Important NBFCs, are required to be attached to the Bid cum Application Form. Failing this, our
Company in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason thereof.
Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, guidelines
and circulars issued by RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
449
Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below:

a) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the BRLM.

b) The Bid was required to be for a minimum of such number of Equity Shares of face value ₹10 each so
that the Bid Amount exceeds ₹ 100 million. A Bid could not be submitted for over 60% of the QIB
Portion. In case of a Mutual Fund, separate bids by individual schemes of a Mutual Fund were aggregated
to determine the minimum application size of ₹ 100 million .

c) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

d) Bidding for Anchor Investors opened one Working Day before the Bid/ Offer Opening Date and will
completed on the same day.

e) Our Company, in consultation with the BRLM, finalised allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion was
not less than:

• maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up
to ₹ 100.00 million;

• minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 100.00 million but up to ₹ 2,500.00 million, subject to a
minimum Allotment of ₹ 50.00 million per Anchor Investor; and

• in case of allocation above ₹ 2,500.00 million under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500.00
million and an additional 10 Anchor Investors for every additional ₹ 2,500.00 million , subject
to minimum Allotment of ₹ 50.00 million per Anchor Investor.

f) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Offer Period. The number
of Equity Shares of face value ₹10 each allocated to Anchor Investors and the price at which the
allocation will be made, is required to be made available in the public domain by the BRLM before the
Bid/ Offer Opening Date, through intimation to the Stock Exchanges.

g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.

h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the
Anchor Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower
than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher
price, i.e., the Anchor Investor Offer Price

i) 50% Equity Shares of face value ₹10 each allotted to Anchor Investors shall be locked–in for a period of
90 days from the date of Allotment, whereas, the remaining 50% shall be locked-in for a period of 30
days from the date of Allotment.

j) Neither the BRLM nor any associate of the BRLM (except Mutual Funds sponsored by entities which
are associates of the BRLM or insurance companies promoted by entities which are associate of BRLM
or AIFs sponsored by the entities which are associate of the BRLM or FPIs, other than individuals,
corporate bodies and family offices which are associate of the BRLM or pension funds sponsored by
entities which are associates of the BRLM nor any “person related to the Promoters or Promoter Group”
could apply in the Offer under the Anchor Investor Portion.

k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered
multiple Bids
450
l) For more information, see the General Information Document.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer.

The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations
and ensure that any single Bid from them does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or regulation or as specified
in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus.

Information for Bidders

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares of face value ₹10 each shall be
allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation
of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and
may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her
having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock
Exchanges to use their network and software of the electronic bidding system should not in any way be deemed
or construed to mean that the compliance with various statutory and other requirements by our Company and/or
the BRLM are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse
the correctness or completeness of compliance with the statutory and other requirements, nor does it take any
responsibility for the financial or other soundness of our Company, the management or any scheme or project of
our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity
Shares of face value ₹10 each will be listed or will continue to be listed on the Stock Exchanges.

General Instructions

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares of face value ₹10 each or the Bid Amount) at any stage.
Retail Individual bidders can revise or withdraw their Bid(s) until the Bid/ Offer Closing Date. Anchor Investors
are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.

Do’s:
1. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board
of Direct Taxes notification dated February 13, 2020 and press release dated June 25, 2021.

2. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should
submit their Bids through the ASBA process only;

3. Ensure that you have Bid within the Price Band;

4. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in
the prescribed form;

5. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account
(i.e. bank account number or UPI ID, as applicable) in the Bid cum Application Form if you are not an
UPI Bidder Bidding through the UPI Mechanism in the Bid cum Application Form and if you are an RIB
using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of
45 characters including the handle) in the Bid cum Application Form;

6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate Member(s), Registered Brokers, RTAs or
CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary;

451
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB,
before submitting the ASBA Form to any of the Designated Intermediaries. Ensure that you use only
your own bank account linked UPI ID (only for UPI Bidders using the UPI Mechanism) to make an
application in the Offer;

8. In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the first Bidder is included in the Bid cum Application
Form;

9. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application
Forms;

10. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment
specifying the application number as a proof of having accepted Bid cum Application Form for all your
Bid options from the concerned Designated Intermediary;

11. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the first Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder
is included in the Bid cum Application Forms;

12. Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs
displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and
the UPI handle being used for making the application is also appearing in the link available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs
and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for
mobile applications or at such other websites as may be prescribed by SEBI from time to time;

13. UPI Bidders bidding in the Offer to ensure that they shall use only their own ASBA Account or only
their own bank account linked UPI ID which is UPI 2.0 certified by NPCI (only for UPI Bidders using
the UPI Mechanism) to make an application in the Offer and not ASBA Account or bank account linked
UPI ID of any third party;

14. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;

15. Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application Form
directly with SCSBs and not with any other Designated Intermediary;

16. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form
or have otherwise provided an authorisation to the SCSB or Sponsor Bank, as applicable, via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in
the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI
Bidders submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you
authorise the UPI Mandate Request raised by the Sponsor Bank for blocking of funds equivalent to Bid
Amount and subsequent debit of funds in case of Allotment;

17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the SEBI circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008, may be
exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors
who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities
market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated
July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all
Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State
Government and officials appointed by the courts and for investors residing in the State of Sikkim is
subject to (a) the Demographic Details received from the respective depositories confirming the
exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary
account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will
be rejected;

452
18. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;

19. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;

20. Ensure that the category and the investor status is indicated in the Bid cum Application Form;

21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents are submitted;

22. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;

23. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active,
the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application
Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered
into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as
applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the
Depository database;

24. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with
the Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate
Request received from the Sponsor Bank to authorise blocking of funds equivalent to the revised Bid
Amount in the RIB’s ASBA Account;

25. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form
is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA
Account, as specified in the ASBA Form, is maintained has named at least one branch at that location
for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the
website of SEBI at http://www.sebi.gov.in);

26. Anchor Investors should submit the Anchor Investor Application Forms to the BRLM;

27. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank by 5:00 p.m.
on the Bid/ Offer Closing Date;

28. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate
the name of their investment managers in such confirmation which shall be submitted along with each
of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such
MIM Bids shall be rejected;

29. RIBs shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon
the authorization of the mandate using his/her UPI PIN, an RIB may be deemed to have verified the
attachment containing the application details of the RIB in the UPI Mandate Request and have agreed to
block the entire Bid Amount and authorised the Sponsor Bank to block the Bid Amount mentioned in
the Bid Cum Application Form;

30. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and UPI Bidders Bidding through the UPI Mechanism) is submitted to a Designated
Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has named at least one branch at that location for the Designated Intermediary to
deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in).

31. Ensure sufficient balance in the relevant ASBA account.

32. UPI Bidders bidding using the UPI Mechanism shall ensure that the bank, with which they have their
bank account, where the funds equivalent to the application amount are available for blocking is UPI 2.0
certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
453
33. Ensure that Bids above ₹ 500,000 submitted by ASBA Bidders are uploaded only by the SCSBs;

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
is liable to be rejected.

Don’ts:
1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

3. Do not Bid for a Bid Amount exceeding ₹ 0.20 million (for Bids by Retail Individual Bidders)

4. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;

5. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;

6. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

7. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

8. Do not submit the Bid for an amount more than funds available in your ASBA account.

9. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of a Bidder;

10. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;

11. If you are a RIB and are using UPI mechanism, do not submit more than one ASBA Form for each UPI
ID;

12. Anchor Investors should not Bid through the ASBA process;

13. Do not Bid for a Bid Amount exceeding ₹ [●] million (for Bids by Retail Individual Investors);

14. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;

15. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

16. Do not submit the General Index Register (GIR) number instead of the PAN;

17. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to
the Offer;

18. Do not submit a Bid in case you are not eligible to acquire Equity Shares of face value ₹10 each under
applicable law or your relevant constitutional documents or otherwise;

19. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);

20. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;

21. Do not submit your Bid after 5.00 pm on the Bid/ Offer Closing Date;
454
22. If you are a QIB, do not submit your Bid after 5:00 pm on the QIB Bid/ Offer Closing Date;

23. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;

24. Do not Bid for Equity Shares of face value ₹10 each in excess of what is specified for each category;

25. Do not fill up the Bid cum Application Form such that the Equity Shares of face value ₹10 each Bid for,
exceeds the Offer size and/or investment limit or maximum number of the Equity Shares of face value
₹10 each that can be held under applicable laws or regulations or maximum amount permissible under
applicable laws or regulations, or under the terms of the Red Herring Prospectus;

26. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares of face
value ₹10 each or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail
Individual Bidders can revise or withdraw their Bids on or before the Bid/ Offer Closing Date;

27. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;

28. If you are an RIB which is submitting the ASBA Form with any of the Designated Intermediaries and
using your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third
party linked bank account UPI ID;

29. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism;

30. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding
through the UPI Mechanism;

31. Do not submit a Bid cum Application Form with a third-party UPI ID or using a third-party bank account
(in case of Bids submitted by UPI Bidders using the UPI Mechanism);

32. In case of ASBA Bidders (other than 3-in-1 Bids), Syndicate Member(s) shall ensure that they do not
upload any bids above ₹ 0.50 million;

33. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account
of an SCSB or bank which is not mentioned in the list provided on the SEBI website is liable to be
rejected;

34. Do not Bid if you are an OCB; and

35. The Bidder does not have sufficient balance in relevant ASBA account.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

Grounds for Technical Rejection

In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders were
requested to note that Bids could be rejected on the following additional technical grounds:

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;

2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;

3. Bids submitted on a plain paper;

4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile
application or UPI handle, not listed on the website of SEBI;

5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a
third party linked bank account UPI ID (subject to availability of information regarding third party
account from Sponsor Bank);

455
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;

7. Bids submitted without the signature of the first Bidder or sole Bidder;

8. The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;

9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account
UPI IDs;

10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

11. GIR number furnished instead of PAN;

12. Bids by RIBs with Bid Amount of a value of more than ₹ 200,000 (net of retail discount);

13. Bids by persons who are not eligible to acquire Equity Shares of face value ₹10 each in terms of all
applicable laws, rules, regulations, guidelines and approvals;

14. Bids accompanied by stock invest, money order, postal order or cash; and

15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00
p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchanges.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details
of our Company Secretary and Compliance Officer, please see the section titled “General Information” on page
71.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/ Offer
Closing Date by the intermediary responsible for causing such delay in unblocking. Further, Investors shall be
entitled to compensation in the manner specified in the March 2021 Circular in case of delays in resolving investor
grievances in relation to blocking/unblocking of funds.

For helpline details of the BRLM pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, please see the section titled “General Information – Book Running Lead Manager” on page 73.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares of face value ₹10 each through the Red
Herring Prospectus and the Prospectus except in case of oversubscription for the purpose of rounding off to make
allotment, in consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of
not more than 1% per cent of the Offer may be made for the purpose of making allotment in minimum lots.

The allotment of Equity Shares of face value ₹10 each to applicants other than to the Retail Individual Bidders
and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number
of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the
minimum application size as determined and disclosed.
456
The allotment of Equity Shares of face value ₹10 each to each Retail Individual Bidders shall not be less than the
minimum bid lot, subject to the availability of shares in Retail Individual Bidders Portion, and the remaining
available shares, if any, shall be allotted on a proportionate basis. Not less than 15% of the Offer shall be available
for allocation to Non-Institutional Bidders. The Equity Shares of face value ₹10 each available for allocation to
Non-Institutional Bidders under the Non- Institutional Portion, shall be subject to the following: (i) one-third of
the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more
than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders
shall be reserved for applicants with an application size of more than ₹ 1.00 million, provided that the unsubscribed
portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of
Non-Institutional Bidders. The allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB
Application Size, subject to the availability of Equity Shares of face value ₹10 each in the Non-Institutional
Portion, and the remaining Equity Shares of face value ₹10 each

Payment into Escrow Account(s) for Anchor Investors

Our Company, in consultation with the BRLM, in their absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares of face value ₹10 each allocated
to them in their respective names will be notified to such Anchor Investors. For Anchor Investors, the payment
instruments for payment into the Escrow Account(s) should be drawn in favour of:

(a) In case of resident Anchor Investors: “[●]”

(b) In case of Non-Resident Anchor Investors: “[●]”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, and the Syndicate, the Escrow Collection Bank and the Registrar to the
Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre- Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (i)
all editions of [●], an English national daily newspaper; (ii) all editions of [●] (a widely circulated Hindi national
daily newspaper, Hindi also being the regional language of Delhi, where our Registered Office is located), each
with wide circulation.

Our Company shall, in the pre-Offer advertisement state the Bid/ Offer Opening Date, the Bid/ Offer Closing Date
and the QIB Bid/ Offer Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies
Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

Allotment Advertisement

Our Company, the BRLM and the Registrar to the Offer shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in: (i) all editions of [●], an English
national daily newspaper; (ii) all editions of [●] (a widely circulated Hindi national daily newspaper, Hindi also
being the regional language of Delhi, where our Registered Office is located), each with wide circulation.

The above information is given for the benefit of the Bidders/applicants. Our Company, and the members
of the Syndicate are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.

Signing of the Underwriting Agreement and the RoC Filing

a) Our Company and the Underwriters intend to enter into an Underwriting Agreement on or immediately
after the finalisation of the Offer Price but prior to the filing of Prospectus.

b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the
RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus
457
 will contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting
arrangements and will be complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, which is reproduced below:

“Any person who—

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 1
million or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall
not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in
the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹ 1 million or one
per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to ₹5 million or with both.

Undertakings by our Company

Our Company undertakes the following:

• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and
Anchor Investor Application Form from Anchor Investors;

• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

• all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares of face value ₹10 each are proposed to be listed shall be taken
within three Working Days of the Bid/ Offer Closing Date or such other period as may be prescribed by
the SEBI;

• if Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded/unblocked within the time prescribed under applicable law. If there is
delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act,
2013, the SEBI ICDR Regulations and applicable law for the delayed period;

• it shall not issue any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct
or indirect, in the nature of discounts, commission, allowance or otherwise to any person who makes a
Bid in the Offer;

• the funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;

• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the time prescribed under applicable law, giving
details of the bank where refunds shall be credited along with amount and expected date of electronic
credit of refund;

458
• Promoters’ contribution, if any, shall be brought in advance before the Bid/ Offer Opening Date and the
balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees.

• that if our Company does not proceed with the Offer after the Bid/ Offer Closing Date but prior to
Allotment, the reason thereof shall be given as a public notice within two days of the Bid/ Offer Closing
Date. The public notice shall be issued in the same newspapers where the pre-Offer advertisements were
published. The Stock Exchanges on which the Equity Shares of face value ₹10 each are proposed to be
listed shall also be informed promptly; and

• that if our Company in consultation with the BRLM withdraw the Offer after the Bid/ Offer Closing
Date, our Company shall be required to file a fresh draft Offer document with SEBI, in the event our
Company subsequently decides to proceed with the Offer thereafter.

• no further offer of Equity Shares of face value ₹10 each shall be made until the Equity Shares of face
value ₹10 each issued or offered through the Red Herring Prospectus are listed or until the Bid monies
are refunded/unblocked in the ASBA Accounts on account of non-listing, under-subscription etc.

Undertakings by the Selling Shareholders

Each of the Selling Shareholders, severally and not jointly undertake the following:

• they are legal and beneficial owner of, and has clear and marketable title to, the Equity Shares of face
value ₹10 each which are offered by it pursuant to the Offer for Sale;

• the Offered Shares have been held by it for a period of at least one year prior to the date of filing of this
Draft Red Herring Prospectus with SEBI

• the Equity Shares of face value ₹10 each offered for sale by the Selling Shareholders in the Offer are
eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR Regulations;

• they shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct
or indirect, in the nature of discounts, commission, allowance or otherwise to any person who makes a
Bid in the Offer;

• the Equity Shares of face value ₹10 each being offered for sale by the Selling Shareholders pursuant to
the Offer are free and clear of any pre-emptive rights, liens, mortgages, charges, pledges or any other
encumbrances and shall be in dematerialized form at the time of transfer;

• they shall deposit its Equity Shares of face value ₹10 each offered for sale in the Offer in an escrow
demat in accordance with the share escrow agreement to be executed between the parties to such share
escrow agreement;

• that they shall provide such reasonable assistance to our Company and the BRLM in redressal of such
investor grievances that pertain to the Equity Shares of face value ₹10 each held by it and being offered
pursuant to the Offer;

• they shall provide such reasonable support and cooperation to our Company and the BRLM in relation
to the Equity Shares of face value ₹10 each offered by it in the Offer for Sale for the completion of the
necessary formalities for listing and commencement of trading at the Stock Exchanges; and

• they shall not have recourse to the proceeds of the Offer until final approval for trading of the Equity
Shares of face value ₹10 each from the Stock Exchanges has been received.

The decisions with respect to the Price Band, the minimum Bid lot, revision of Price Band, Offer Price, will be
taken by our Company in consultation the BRLM, in accordance with applicable law.

Utilisation of Net Proceeds

The Selling Shareholders together with our Company declares that:

459
• all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account (for
the purpose of monitoring by the Monitoring Agency) other than the bank account referred to in sub-
section (3) of Section 40 of the Companies Act, 2013;

• details of all monies utilised out of the Offer shall be from the above-mentioned separate bank account
only and the same shall be disclosed, and continue to be disclosed till the time any part of the Fresh Issue
proceeds remains unutilised, under an appropriate head in the balance sheet of our Company indicating
the purpose for which such monies have been utilised; and

• details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.

460
 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made.

The Government of India makes policy announcements on FDI through press notes and press releases. The
regulatory framework, over a period of time, thus, consists of acts, regulations, press notes, press releases, and
clarifications among other amendments. The DPIIT (formerly, Department of Industrial Policy & Promotion)
issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from October 15, 2020 (the “FDI
Policy”), which consolidates, subsumes and supersedes all previous press note, press releases and clarifications
on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The FDI Policy will be valid
until the DPIIT issues an updated circular.

In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the FDI Policy and
the FEMA (Non-debt Instruments) Rules has been amended to state that all investments under the foreign direct
investment route by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country will require prior approval of the Government
of India. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an
entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/
purview, such subsequent change in the beneficial ownership will also require approval of the Government of
India. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020,
a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country
nor shall any country be treated as the beneficial owner of the investments of such bank of fund in India. Further,
in accordance with the amendment to the Companies (Share Capital and Debentures) Rules, 2014 vide notification
dated May 4, 2022 issued by Ministry of Corporate Affairs, a declaration shall be inserted in the share transfer
form stipulating whether government approval shall be required to be obtained under Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares, as applicable. Each Bidder should
seek independent legal advice about its ability to participate in the Issue. In the event such prior approval of the
Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company
and the Registrar to the Offer in writing about such approval along with a copy thereof within the Issue Period.

As per the FDI Policy, FDI in companies engaged in manufacturing, which is the sector in which our Company
operates, is permitted up to 100% of the paid-up share capital of such company under the automatic route.

For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible NRIs” and “Offer Procedure – Bids by FPIs” on page 444 and 446, respectively.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For further details,
see “Offer Procedure” beginning on page 438.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and
the Book Running Lead Manager are not liable for any amendments or modification or changes in
applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus.
Bidders are advised to make their independent investigations and ensure that the number of Equity Shares
Bid for do not exceed the applicable limits under laws or regulations.

461
 SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION

Capitalised terms used in this section have the meanings that have been given to such terms in the Articles of
Association of our Company. Pursuant to Schedule I of the Companies Act and the SEBI ICDR Regulations, the
main provisions of the Articles of Association of our Company are detailed below:

PRELIMINARY AND INTERPRETATION

1. The Regulations contained in Table "F" in Schedule I of the Companies Act, 2013 shall not apply to the
Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles
or by the said Act. The Regulations for management of the Company and for the observance of the members
shall be such as are contained in these Articles.

2. In the interpretation of these Article’s, the following words and expressions shall have the following
meanings, unless repugnant to the subject or context

“Alter” shall include the making of additions and omissions.

“Articles” means these articles of association of the Company as originally framed or applied in pursuance
of the Act, or as altered from time to time in pursuance of the Act.

“Board” Board means Directors of the Company collectively, and shall include a Committee thereof.

“Company” means INDOGULF CROPSCIENCES LIMITED established as aforesaid.

“Companies Act 2013” “The said Act” or “The Act” and reference to any section or provision thereof
respectively means and includes the Companies Act, 2013 (Act No. 18 of 2013) statutory modification
thereof for the time being in force, and reference to the section or provision of the said Act or such statutory
modification.

“Debenture” includes Debenture stock, bonds or any other instrument of the Company evidencing a debt,
whether constituting a charge on the assets of the company or not.

“Depositories Act” means the Depositories Act, 1996, including any statutory modifications or re-enactment
thereof for the time being in force.

“Depository” means a company formed and registered under the Companies Act, 1956, and which has been
granted a certificate of registration to act as a depository under the Securities and Exchange Board of India
Act, 1992.

“Directors” means a director appointed to the Board of the company.

“Dividend” shall include interim dividend.

“Document” includes summons, notice, requisition, order, declaration, form and register, whether issued,
sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise,
maintained on paper or in electronic form.

“Executor” or “Administrator” means a person who has obtained probate or Letters of Administration, as
the case may be, from a competent Court, and shall include the holder of a Succession Certificate authorizing
the holder thereof to negotiate or transfer the share or shares of the deceased members, and shall also include
the holder of a Certificate granted by the Administrator- General of any State in India.

“In writing” “In writing” or “Written” shall include email, and any other form of electronic transmission.

“Independent Director” shall have the meaning as described to it in the Act.

“Managing Director” means the managing director of the Company.

462
 “Marginal Notes and other Headings” The marginal notes and the headings given in these Articles shall
not affect the construction hereof.

“Month” means calendar month.

“Office” means the Registered Office for the time being of the Company.

“Ordinary Resolution” and “Special Resolution” shall have the meanings assigned to these terms by
Section 114 of the Act.

“Persons” words importing persons shall, where the context requires, include bodies corporate and
companies as well as individuals.

“Rules” means any rule made pursuant to section 469 of the Act or such other provisions pursuant to which
the Central Government is empowered to make rules, and shall include such rules as may be amended from
time to time.

“Secretary” is a key managerial person appointed by the Directors to perform any of the duties of a Company
Secretary.

“Securities” means the securities as defined in clause (h) of Section 2 of the Securities Contract (Regulation)
Act, 1956.

“Shareholders” or “Members” means the duly registered holder from time to time of the shares of the
Company, and shall include beneficial owners whose names are entered as a beneficial owner in the records
of a depository.

“Seal” means the common seat of the Company for the time being.

“Singular Number” words importing the singular number include, where the context admits or requires, the
plural number and vice versa.

“Words and expressions defined In the Companies Act, 2013” Subject as aforesaid, any words and
expressions defined in the said Act as modified up to the date on which these Articles become binding on
the Company shall, except where the subject or context otherwise requires, bear the same meanings in these
Articles.

“Year” means a calendar year and “Financial Year” shall have the meaning assigned thereto by Section
2(41) of the Act.

SHARE CAPITAL AND VARIATION OF RIGHTS

3. The authorized share capital of the company is as stated in the Clause V of Memorandum of Association of
the Company with power to the Company to increase the same and to attach thereto respectively such
preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance
with these Articles.

4. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under
the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such
persons, in such proportion and on such terms and conditions and either at par or premium or at consideration
otherwise than cash and at such time as they may from time to time think fit.

5. The company may issue equity with voting rights and/or with differential rights to dividend, voting or
otherwise in accordance with the rules and preference shares.

ISSUE OF CERTIFICATES

6. Every member shall be entitled, without payment to one or more certificates in marketable lots, for all the
shares of each class or denomination registered in his name, or if the directors so approve (upon paying such
fee as the Directors so time determine) to several certificates, each for one or more of such shares and the

463
 company shall complete and have ready for delivery such certificates within two months from the date of
allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of
application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares
as the case may be. Every certificate of shares shall be under the seal of the company and shall specify the
number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and
shall be in such form as the directors may prescribe and approve, provided that in respect of a share or shares
held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery
of a certificate of shares to one or several joint holders shall be a sufficient delivery to all such holders.

7. Every holder of or subscriber to securities of the company shall have the option to receive the security
certificate or to hold the securities with a depository. Such a person who is the beneficial owner of the
securities can at any time opt out of a Depository, if permitted, by the law, in respect of any Securities in the
manner provided by the Depositories Act and the Company shall, in the manner and within the time
prescribed, issue to the beneficial owner the required Certificates for the Securities.

8. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the Company, a new Certificate may
be issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of
the company and on execution of such indemnity as the company deem adequate, being given, a new
certificate in lieu thereof shall be given to the party entitled to such lost or destroyed Certificate. Every
certificate under this Article shall be issued on payment of twenty rupees for each certificate. Every certificate
under the article shall be issued without payment of fees if the Directors so decide, or on payment of such
fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be
charged for issue of new certificates in replacement of those which are old, defaced or worn out or where
there is no further space on the back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above the Directors shall comply with such rules or regulation
or requirements of any Stock Exchange or the rules made under the Act or rules made under Securities
Contracts (Regulation) Act,1956 or any other Act, or rules applicable thereof in this behalf.

The provisions of the foregoing Articles relating to issue to certificates shall mutatis mutandis apply to
debentures or other securities of the company.

9. Except as required by law, no person shall be recognised by the company as holding any share upon any trust,
and the company shall not be bound by, or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part
of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect
of any share except an absolute right to the entirety thereof in the registered holder.

10. (i) The company may exercise the powers of paying commissions conferred under the Act, provided that the
rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner
required under the Act and rules made thereunder.

(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under
the Act.

(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares
or partly in the one way and partly in the other.

11. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of
the Act, and whether or not the company is being wound up, be varied with the consent in writing of the
holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed
at a separate meeting of the holders of the shares of that class.

(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall
mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-
third of the issued shares of the class in question.

464
12. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied
by the creation or issue of further shares ranking pari passu therewith.

FURTHER ISSUE OF SHARES

13. Where at any time, it is proposed to increase the subscribed capital of the company by allotment of further
shares then:

a) Such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity
shares of the company, in proportion, as nearly as circumstances admit, to the paid-up share capital on
those shares by sending a letter of offer, subject to the following conditions, namely;-

(i) The offer aforesaid shall be made by a notice specifying the number of shares offered and
limiting a time not being less than fifteen days (or such lesser number of days as may be
prescribed) and not exceeding thirty days from the date of the offer within which the offer, if
not accepted, will be deemed to have been declined;

(ii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice
referred to in sub-clause (i) shall contain a statement of this right;

(iii) After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation
from the person to whom such notice is given that he declines to accept the shares offered, the
Board of Directors may dispose of them in such manner which is not disadvantageous to the
shareholders and the company.

b) Such further shares shall be offered to employees under a scheme of employees’ stock option, subject to
a special resolution passed by the company and subject to such conditions as may be prescribed; or

c) Such further shares shall be offered to any persons, if authorized by a special resolution, whether or not
those persons include the persons referred to in clause (a) or clause (b), either for cash or for a
consideration other than cash, as required under Companies Act, 2013, subject to such conditions as may
be prescribed.

14. The notice referred to in sub-clause (i) of clause (a) of article (13) shall be dispatched through registered post
or speed post or through electronic mode to all existing shareholders at least three days before the opening of
the issue.

15. Nothing mentioned herein shall apply to the increase of the subscribed capital of the company caused by the
exercise of an option as a term attached to the debentures issued or a loan raised by the company to convert
such debentures or loans into shares in the company:

Provided that the terms of the issue of such debentures or loan containing such an option have been approved
before the issue of such debentures or the raising of loan by a special resolution passed by the company in a
general meeting.

16. Notwithstanding anything contained in article (15), where any debentures have been issued, or loan has been
obtained from any Government by the company, and if that Government considers it necessary in the public
interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted
into shares in the company on such terms and conditions as appear to the Government to be reasonable in the
circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not
include a term for providing for an option for such conversion:

Provided that where the terms and conditions of such conversion are not acceptable to the company, it may,
within sixty days from the date of communication of such order, appeal to the Tribunal which shall after
hearing the company and Government pass such order as it deems fit.

465
17. In determining the terms and conditions of conversion under article (16), the Government shall have due
regard to the financial position of the company, the terms of issue of debentures or loans, as the case may be,
the rate of interest payable on such debentures or loans and such other matters as it may consider necessary.

18. Where the Government has, by an order made under article (16), directed that any debenture or loan or any
part thereof shall be converted into shares in the Company and where no appeal has been preferred to the
Tribunal under article (16) or where such appeal has been dismissed, the memorandum of such company
shall, stand altered and the authorized share capital of such company shall stand increased by an amount equal
to the amount of the value of shares which such debentures or loans or part thereof has been converted into.

SHARES AT THE DISPOSAL OF THE DIRECTORS

19. Subject to the provisions of Section 62 of the Act and these Articles, the shares in the capital of the company
for the time being shall be under the control of the directors who may issue, allot or otherwise dispose of the
same or any of them to such person, in such proportion and on such terms and conditions and either at a
premium or at par or (subject to the compliance with the provision of section 53 of the Act) at a discount and
at such time as they may from time to time think fit and with sanction of the company in the General Meeting
to give to any person or persons the option or right to call for any shares either at par or premium during such
time and for such consideration as the directors think fit, and may issue and allot shares in the capital of the
company on payment in full or part of any property sold and transferred or for any services rendered to the
company in the conduct of its business and any shares which may so be allotted may be issued as fully paid
up shares and if so issued, shall be deemed to be fully paid shares. Provided that option or right to call of
shares shall not be given to any person or persons without the sanction of the company in the General Meeting.

SHARES IN DEMATERIALIZED FORM

20. Notwithstanding anything contained herein, the Company shall be entitled to dematerialize its shares,
debentures and other securities pursuant to the Depositories Act and to offer its shares, debentures and other
securities for subscription in a dematerialized form.

21. Notwithstanding anything contained herein, the Company shall be entitled to treat the person whose names
appear in the register of members as a holder of any share or whose names appear as beneficial owners of
shares in the record of the Depository; as the absolute owner thereof and accordingly shall not(except as
ordered by a Court of competent jurisdiction or as required by law) be bound to recognize any benami trust
or equity or equitable contingent or other claim or interest in such share on the part of any other person
whether or not it shall have express or implied notice thereof.

22. Notwithstanding anything contained herein, in the case of transfer of shares or other marketable securities
where the Company has not issued any Certificates and whose such shares or other marketable securities are
being held In- an electronic and fungible form, the provisions of the Depositories Act shall apply. Further,
fee provisions relating to progressive numbering shall not apply to fee shares of the Company which have
been dematerialize.

23. The Company shall cause to be kept a register and an index of Members with details of securities held in
physical and dematerialized forms in any medium as may be permitted by law including any form of
electronic media in accordance with all applicable provisions of the Companies Act, 2013 and the
Depositories Act, 1996. The register and index of beneficial owners maintained by a Depository under the
Depositories Act, 1996 shall be deemed to be a register and index of Members for the purposes of the Act.
The Company shall have the power to keep in any state or country outside India, a branch Register of
Members, of Members resident in that state or country.

LIEN

24. (i) The company shall have a first and paramount lien-

(a) on every share / debenture (not being a fully paid share / debenture), for all monies (whether presently
payable or not) called, or payable at a fixed time, in respect of that share / debenture including interest on
belated payment of calls; and

466
 (b) on all shares / debentures (not being fully paid shares / debentures) standing registered in the name of a
single person, for all monies presently payable by him or his estate to the company:

Provided that the Board of directors may at any time declare any share / debenture to be wholly or in part
exempt from the provisions of this clause.

(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from
time to time in respect of such shares.

(iii) Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of
the company’s lien if any, on such shares/debentures.

25. The fully paid shares will be free from all lien, while in the case of partly paid shares, the company’s lien, if
any, will be restricted to moneys called or payable at a fixed time in respect of such shares.

26. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:

Provided that no sale shall be made-

(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part
of the amount in respect of which the lien exists as is presently payable, has been given to the registered
holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

27. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the
purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

28. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the
amount in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares
before the sale, be paid to the person entitled to the shares at the date of the sale.

The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities including
debentures of the company.

CALLS ON SHARE

29. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions
of allotment thereof made payable at fixed times:

Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one
month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and
place of payment, pay to the company, at the time or times and place so specified, the amount called on his
shares.
(iii) A call may be revoked or postponed at the discretion of the Board.

30. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call
was passed and may be required to be paid by instalments.

31. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

32. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the
person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to
the time of actual payment at ten per cent per annum or at such lower rate, if any, as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.

467
33. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether
on account of the nominal value of the share or by way of premium, shall, for the purposes of these
regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such
sum becomes payable.

(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of
interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a
call duly made and notified.

34. The Board-

(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him beyond the sums actually called for; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become
presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall
otherwise direct, twelve per cent per annum, as may be agreed upon between the Board and the member
paying the sum in advance.
(c) The Directors may at any time repay the amount so advanced.
(d) The members shall not be entitled to any voting rights in respect of the moneys so paid by him until the
same would but for such payment, become presently payable.

35. The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the company.

TRANSFER OF SHARES

36. The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly entered the
particulars of every transfer or transmission of any share. The instrument of transfer shall be in writing and
all provisions of Section 56 of the Act and statutory modification thereof for the time being shall be duly
complied with in respect of all transfer of shares and registration thereof. The Company shall also use a
common form of transfer, as prescribed under the Act.

37. In respect of any transfer of shares registered in accordance with the provisions of these Articles, the Board
may, at its discretion, direct an endorsement of the transfer and the name of the transferee and other particulars
on the existing share certificate and authorize any Director or Officer of the Company to authenticate such
endorsement on behalf of the Company or direct the issue of a fresh share certificate, in lieu of and in
cancellation of the existing certificate in the name of the transferee.

38. Subject to the provisions of Section 59 of the Act, these Articles and other applicable provisions of the Act
or any other law for the time being in force, the Board may refuse whether in pursuance of any power of the
company under these Articles or otherwise to register the transfer of, or the transmission by operation of law
of the right to, any shares or interest of a Member in or debentures of the Company. The Company shall
within thirty days from the date on which the instrument of transfer, or the intimation of such transmission,
as the case may be, was delivered to Company, send notice of the refusal to the transferee and the transferor
or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal.
Provided that the registration of a transfer shall not be refused on the ground of the transferor being either
alone or jointly with any other person or persons indebted to the Company on any account whatsoever except
where the Company has a lien on shares. However, the registration of transfer shall not be refused on the
ground of the transferor being either alone or jointly with any other person or persons indebted to the Issuer
on any account whatsoever.

39. Until the name of the transferee is entered in the register of members or the register and index of beneficial
owners maintained by a depository under section 11 of the Depositories Act, 1996, the transferor shall be
deemed to be the holder of the shares concerned.

40. The Company shall treat the registered holder of any shares as the absolute owner thereof and shall not,
accordingly, except as ordered by a court of competent jurisdiction or as by statute required be bound to
recognize any equitable or other claim or interest in such shares on the part of any other person.

41. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the
transferor and transferee and shall be in writing all provisions of Section 56 of the Act and statutory

468
 modification thereof for the time being shall be duly complied with in respect of all transfer of shares and
registration thereof.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered
in the register of members in respect thereof.

42. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and Letters
of administration, Certificate of Death or Marriage, Power of Attorney or similar other document.

43. The Board may, subject to the right of appeal conferred by the Act decline to register-

(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the company has a lien.

44. The Board may decline to recognise any instrument of transfer unless-

(a) the instrument of transfer is in the form as prescribed in rules made under the Act;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.

45. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder,
the registration of transfers may be suspended at such times and for such periods as the Board may from time
to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more
than forty-five days in the aggregate in any year.

46. The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other
securities including debentures of the company.

TRANSMISSION OF SHARES

47. i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee
or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the
company as having any title to his interest in the shares

(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any
share which had been jointly held by him with other persons.

48. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may,
upon such evidence being produced as may from time to time properly be required by the Board and subject
as hereinafter provided, elect, either-

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the share as the deceased or insolvent member could have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have
had, if the deceased or insolvent member had transferred the share before his death or insolvency.

49. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver
or send to the company a notice in writing signed by him stating that he so elects.

(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer
of the share.

(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death
or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that
member.

469
50. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to
the same dividends and other advantages to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a member in respect of the share, be entitled in
respect of it to exercise any right conferred by membership in relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may
thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until
the requirements of the notice have been complied with.

FORFEITURE OF SHARES

51. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board
may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a
notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest
which may have accrued.

52. The notice aforesaid shall-

(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice)
on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the
call was made shall be liable to be forfeited.

53. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the
notice has been given may, at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect.

54. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board
thinks fit.

(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it
thinks fit.

55. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares,
but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of
forfeiture, were presently payable by him to the company in respect of the shares.

(ii) The liability of such person shall cease if and when the company shall have received payment in full of
all such monies in respect of the shares.

56. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the
company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;

(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof
and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his
title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale or disposal of the share.

57. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of
the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL

58. Subject to provisions of the Act the company may, from time to time, increase the share capital by such sum,
to be divided into shares of such amount, as may be specified in the resolution.

470
59. Subject to the provisions of the Act, the Company may, by ordinary resolution-

(a) Consolidate, divide and sub-divide all or any of its share capital into shares of larger amount than its
existing shares and the resolution whereby any share is sub-divided, may determine that as between the
holders of the shares resulting from such sub-division one or more of such shares have some preference
or special advantage in relation to dividend, capital or otherwise as compared with the others;
(b) increase the share capital by such sum, to be divided into shares of such amount as it thinks expedient;
(c) cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by
any person and diminish the amount of its share capital by the amount of the shares so cancelled;
(d) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
provided that any consolidation and division which results in changes in the voting percentage of
Members shall require applicable approvals under the Act;
(e) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum,
so, however, that in the sub-division the proportion between the amount paid and the amount, if any,
unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced
share is derived; and
(f) Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares
of any denomination.

60. Where shares are converted into stock,-

(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the
same regulations under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held
the shares from which the stock arose; but no such privilege or advantage (except participation in the
dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of
stock which would not, if existing in shares, have conferred that privilege or advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the
words "share" and "shareholder" in those regulations shall include "stock" and "stockholder" respectively.

61. The company may, by special resolution, reduce in any manner and with, and subject to, any incident
authorised and consent required by law,-

(a) its share capital;

(b) any capital redemption reserve account; or
(c) any share premium account.
(d) any other reserve in the nature of share capital

CAPITALIZATION OF PROFITS

62. (i) The company in general meeting may, upon the recommendation of the Board, resolve-

(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of
the company’s reserve accounts, or to the credit of the, profit and loss account, or otherwise available for
distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the
members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in
clause (i), either in or towards-
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up,
to and amongst such members in the proportions aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
(D) A securities premium account and a capital redemption reserve account may, for the purposes of this
regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully
paid bonus shares;

471
 (E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.

63. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall-

(a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and
all allotments and issues of fully paid shares if any; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power-
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it
thinks fit, for the case of shares becoming distributable in fractions; and
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the
company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to
which they may be entitled upon such capitalisation, or as the case may require, for the payment by the
company on their behalf, by the application thereto of their respective proportions of profits resolved to be
capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.

BUY BACK OF SHARES

64. Notwithstanding anything contained in these articles but subject to the provisions of the Act or any other law
for the time being in force, the company may purchase its own shares or other specified securities.

GENERAL MEETINGS

65. All general meetings other than annual general meeting shall be called extraordinary general meeting.

66. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.

PROCEEDINGS OF GENERAL MEETING

67. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time
when the meeting proceeds to business.

(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in the Act.
68. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

69. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for
holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one
of their members to be Chairperson of the meeting.

70. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes
after the time appointed for holding the meeting, the members present shall choose one of their members to
be Chairperson of the meeting.

71. On any business at any general meeting in case of equality of votes, whether on a show of hands, electronically
or on a poll, the chairman of the meeting shall have second or casting vote

ADJOURNMENT OF MEETING

72. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so
directed by the meeting, adjourn the meeting from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.
(iv) Save as aforesaid, and as provided in the Act, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.

472
VOTING RIGHTS

73. Subject to any rights or restrictions for the time being attached to any class or classes of shares,-

(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share
capital of the company.
74. A member may exercise his vote at a meeting by electronic means in accordance with the Act and shall vote
only once.

75. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the votes of the other joint holders.

(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of
members.
76. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, by his nominee or other legal guardian, and
any such nominee or guardian may, on a poll, vote by proxy.

77. Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.

78. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable
by him in respect of shares in the company have been paid

79. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting
at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be
valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision
shall be final and conclusive.

PROXY

80. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company
not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time
appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.

81. An instrument appointing a proxy shall be in the form as prescribed in the rules made under the Act.

82. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which the
proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no
intimation in writing of such death, insanity, revocation or transfer shall have been received by the company
at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

BOARD OF DIRECTORS

83. (i) Until otherwise determined by the general meeting of the company and subject to the provisions of the
Act, the number of directors shall not be less than three nor more than fifteen.

(ii) The first Directors of the company are:

1. Mr. Om Prakash Aggarwal
2. Mr. Nand Kishore Aggarwal
3. Mr. Sanjay Aggarwal

84. Subject to the provisions of the Act, the Board shall have the power to determine the directors whose period
of office is or is not liable to determination by retirement of directors by rotation.

473
85. The same individual may at the same time, be appointed as Chairman as well as Managing Director or Chief
Executive Officer of the company.

86. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day-to-day.

(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all
travelling, hotel and other expenses properly incurred by them-
(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general
meetings of the company; or
(b) in connection with the business of the company.

87. The Director may receive remuneration by way of fee not exceeding such amount as may be permissible
under the rules for attending each meeting of the Board or committee thereof; or of any other purpose
whatsoever as may be decided by the board.

88. The company may exercise the powers conferred on it by the Act with regard to the keeping of a foreign
register; and the Board may (subject to the provisions under the Act) make and vary such regulations as it
may thinks fit respecting the keeping of any such register.

89. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed,
as the case may be, by such person and in such manner as the Board shall from time to time by resolution
determine.

90. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to
be kept for that purpose.

91. (i) Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to
appoint a person as an additional director, provided the number of the directors and additional directors
together shall not at any time exceed the maximum strength fixed for the Board by the articles.

(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but
shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the
Act.

92. (iii) The Board may appoint an Alternate Director to act for a Director (herein after in this Article called the
Original Director”) during his absence for a period not less than three months from India.

No person shall be appointed as an Alternate Director for an Independent Director unless he is qualified to be
appointed as an Independent Director under the provisions of the Act.
(ii) An Alternate Director shall not hold office for a period longer than that permissible to the Original
Director in whose place be has been appointed and shall vacate the office if and when Original Director
returns to India.

93. If the term of office of the Original Director is determined before he return to India the automatic
reappointment of retiring directors in default of another appointment shall apply to the Original Director and
not the alternate director.

94. (i) If the office of any director appointed by the company in general meeting is vacated before the expiry of
his term in the normal course, the resultant casual vacancy may be filled by the board of directors at the
meeting of the board.

(ii) The Director so appointed shall hold office only upto the date till which the Directors in whose place he
is appointed would have held the office if it had not been vacated.

MANAGING DIRECTOR

95. (i) Subject to the provisions of the Act and of these Articles the Board shall have power to appoint from time
to time any of its members as Managing Director or Managing Directors and/or Whole Time Directors of the

474
 Company for ä fixed term not exceeding five years at a time and upon such terms and conditions, including
liability to retire by rotation, as the Board thinks fit, and the Board may by resolution vest in such Managing
Director or Managing Directors/Whole Time Director(s), such of the power hereby vested in the Board
generally as it thinks fit, and such powers may be made exercisable for such period or periods, and upon such
conditions and subject to such restrictions as it may determine, the remuneration of such Directors may by
way of monthly remuneration and/ or fee for each meeting and/or participation in profits, or by any or all of
those modes, or of any other mode not expressly prohibited by the Act.

(ii) The Directors may whenever they appoint more than one Managing Director, designate one or more of
them as "Joint Managing Director" or "Joint Managing Directors" or “Deputy Managing Directors” as the
case maybe.

(iii) Subject to the provisions of the Act, the appointment and payment of remuneration to the above Director
shall be subject to approval of the members in the General Meeting and of the Central Government, if
required.

MANAGEMENT UNDER GENERAL CONTROL OF DIRECTORS

96. (i)The general control, management and supervision of the Company shall vest in the Board and the Board
may exercise all such powers and do all such acts and things as the Company is by its Memorandum of
Association or otherwise authorised except as are required to be exercised or done by the Company in General
Meeting, but subject nevertheless to the provisions of the Act, and of these presents and to any regulations
not being inconsistent with these presents from time to time made by the Company in general meeting,
provided that no such regulation shall invalidate any prior acts of the Directors which would have been valid
if such regulation had not been made.

(ii) Subject to the provisions of the Act, the Directors may borrow raise and secure the payment of such sum
or sums in such manner and upon such terms and conditions in all respects as they may think fit and in
particular by the issue of bonds, perpetual or redeemable, debenture or debenture-stock or any mortgage or
charge or other security on the undertaking of the whole of any part of the property of the Company both
present and future) including its uncalled capital for the time being. Any debentures, debenture-stock or other
securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall
be convertible into shares of any denomination and with any privileges and conditions as to redemption,
surrender, drawing, allotment of shares, attending (but not voting) at the General Meeting, appointment of
Directors and otherwise. Debentures with the right to conversion into or allotment of shares shall be issued
only with the consent of the company in the General Meeting by a Special Resolution.

(iii) Subject to the provisions of the Act, the Company may enter into any contract, arrangement or agreement
in which a Director or Directors of the Company are, in any manner, interested.

(iv) A Director, Managing Director, officer or employee of the Company may be or become a Director, of
any company promoted by the Company or in which it may be interested, as a vendor, member or otherwise,
and no such Director shall be accountable for any benefits received as Director or member of such company
except to the extent and under circumstances as may be provided in the Act.

(v) If the Directors or any of them or any other person, shall become personally liable for the payment of sum
primarily due from the Company, the Board may subject to the provisions of the Act execute or cause to be
executed any mortgage, charge security over or affecting the whole or any part of the assets of the Company
by way of indemnity to secure the Directors or persons so becoming liable as aforesaid from any loss in
respect of such liability.

(vi) A director may resign from his office upon giving notice in writing to the company.

PROCEEDINGS OF THE BOARD

97. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings,
as it thinks fit.

(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon
a meeting of the Board.

475
98. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

99. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or
director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of
summoning a general meeting of the company, but for no other purpose.

100. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes
after the time appointed for holding the meeting, the directors present may choose one of their number to be
Chairperson of the meeting.

101. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting
of such member or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Board.

102. (i) A committee may elect a Chairperson of its meetings.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes
after the time appointed for holding the meeting, the members present may choose one of their members to
be Chairperson of the meeting.

103. (i) A committee may meet and adjourn as it thinks fit.

(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members
present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.

104. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director,
shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of
any one or more of such directors or of any person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such director or such person had been duly appointed and was qualified
to be a director.

105. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the
Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or
committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly
convened and held.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL

OFFICER

106. Subject to the provisions of the Act-

(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief
executive officer, manager, company secretary or chief financial officer so appointed may be removed by
means of a resolution of the Board;

(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial
officer.

107. A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director and
chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its
being done by or to the same person acting both as director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.

476
THE SEAL

108. (i) The Board shall provide for the safe custody of the seal.

(ii)The seal of the company shall not be affixed to any instrument except by the authority of a resolution of
the Board or of a committee of the Board authorized by it in that behalf, and except in the presence of at least
one Director or of the Manager or secretary or such other person as the Board or Committee may appoint for
the purpose; and the Director or Manager or Secretary or other person aforesaid shall sign every instrument
to which the seal of the company is so affixed in his/her presence.

DIVIDEND AND RESERVES

109. The company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.

110. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim
dividends as appear to it to be justified by the profits of the company.

111. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums
as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose
to which the profits of the company may be properly applied, including provision for meeting contingencies
or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in
the business of the company or be invested in such investments (other than shares of the company) as the
Board may, from time to time, thinks fit.

(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without
setting them aside as a reserve.

112. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof
the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends
may be declared and paid according to the amounts of the shares.

(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid; but if any
share is issued on terms providing that it shall rank for dividend as from a particular date such share shall
rank for dividend accordingly.

113. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to the company on account of calls or otherwise in relation to the shares of the company.

114. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or
warrant sent through the post directed to the registered address of the holder or, in the case of joint holders,
to the registered address of that one of the joint holders who is first named on the register of members, or to
such person and to such address as the holder or joint holders may in writing direct.

(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

115. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or
other monies payable in respect of such share.

116. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in
the manner mentioned in the Act.

117. No dividend shall bear interest against the company.

118. Unpaid or Unclaimed Dividend

477
 a) Where the Company has declared a dividend but which has not been paid or claimed within thirty days
from the date of declaration, transfer the total amount of dividend which remains unpaid or unclaimed within
the said period of thirty days, to a special account to be opened by the Company in that behalf in any scheduled
bank, to be called “Indogulf Unpaid Dividend Account”.

b) The company shall, within a period of ninety days of making any transfer of an amount under sub- section
(1) to the Unpaid Dividend Account, prepare a statement containing the names, their last known addresses
and the unpaid dividend to be paid to each person and place it on the website of the company, if any, and also
on any other website approved by the Central Government for this purpose, in such form, manner and other
particulars as may be prescribed.

c) If any default is made in transferring the total amount referred to in sub-section (1) or any part thereof to
the Unpaid Dividend Account of the company, it shall pay, from the date of such default, interest on so much
of the amount as has not been transferred to the said account, at the rate of twelve per cent. per annum and
the interest accruing on such amount shall ensure to the benefit of the members of the company in proportion
to the amount remaining unpaid to them.

d) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed
for a period of seven years from the date of such transfer, shall be transferred by the Company to the Fund
known as Investor Education and Protection Fund established under section 125 of the Act and the Company
shall send a statement in the prescribed form of the details of such transfer to the authority which administers
the said fund and that authority shall issue a receipt to the Company as evidence of such transfer.
e) All shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or
more shall be transferred by the Company in the name of the Investors Education and Protection Fund subject
to the provisions of the Act and Rules.

119. No unclaimed or unpaid dividend shall be forfeited by the Board.

ACCOUNTS

120. i) The Board shall from time to time determine whether and to what extent and at what times and places and
under what conditions or regulations, the accounts and books of the company, or any of them, shall be open
to the inspection of members not being directors.

(ii) No member (not being a director) shall have any right of inspecting any account or book or document of
the company except as conferred by law or authorised by the Board or by the company in general meeting.

WINDING UP

121. Subject to the applicable provisions of the Act and rules made thereunder—

(i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the
company and any other sanction required by the Act, divide amongst the members, in specie or kind, the
whole or any part of the assets of the Company, whether they shall consist of property of the same kind or
not.

(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out between the members or
different class of members.

(iii) The liquidator or may, with the like sanction, vest the whole or any part of such assets in trustees upon
such trust for the benefit of contributories if he considers necessary, but so that member shall be compelled
to accept any shares or the securities whereon there is any liability.

INDEMNITY

122. Every officer of the company shall be indemnified out of the asset the company against any liability incurred
by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or
in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

478
GENERAL POWER

123. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or
that the Company could carry out any transaction only if the Company is authorised by its Articles then in
that case this Article authorises and empowers the Company to have such rights, privileges or authorities and
to carry such transactions as have been permitted by the Act, without there being any specific Article in that
behalf therein provided.

MINUTES

124. The Board shall, in accordance with the provisions of Section 118 of the Act, cause minutes to be kept of
proceedings of every general meeting of the company and of every meeting of the Board or of every
Committee of the Board.

Any such minutes of proceedings of any meeting of the board or of any committee of the Board or of the
Company in general meeting, if kept in accordance with the provisions of section 118 of the Act, shall be
evidence of the matters stated in such minutes. The minute books of general meetings of the Company shall
be kept at the office and shall be open to inspection by members as may be decided by the Board Subject to
the Provisions of section 119 of the Act.

AUTHENTICATION OF DOCUMENTS

125. Save as otherwise provided in the Act, any Director or Chief Executive Officer or Manager, Company
Secretary or Chief Financial Officer or any person appointed by the board for the purpose shall have power
to authenticate any document affecting the constitution of the Company and any resolution passed by the
Company or the board and any books, records, documents and accounts relating to the business of the
Company, and to certify copies thereof or extracts there from as true copies or extracts and where any books,
records document or accounts are elsewhere than at the office, the local manager or other officer of the
Company having the custody thereof shall be deemed to be a person appointed by the Board as aforesaid.

126. A document purporting to be a copy of a resolution of the Board or an extract from the minutes of a meeting
of the Board which is certified as such in accordance with the provisions of the last preceding Article shall
be conclusive evidence in favour of all persons dealing with the Company upon the faith (hereof that such
resolution has been duly, passed or, as the cases may be, that such extract is a true and accurate record of as
duly constituted meeting of the Board.

SERVICE OF NOTICES AND DOCUMENTS

127. (i) It shall be imperative on every member or notify to the Company for registration his place of address in
India and if he has no registered address within India to supply to the Company an address within India for
giving of notices to him.

(ii) A member may notify his email address if any, to which the notices and other documents of the company
shall be served on him by electronic mode. The Company's obligation shall be satisfied when it transmits the
email and the company shall not be responsible for failure in transmission beyond its control.

(iii) Subject to Section 20 of the said Act, a document may be served by the Company on any member thereof
by sending it to him by post or by registered post or by speed post or by courier or by delivering at his address
(within India) supplied by him to the company for the service of notices to him. The term courier means
person or agency who or which delivers the document and provides proof of its delivery.

(iv) Every person, who by operation of law, transfer or other means whatsoever, shall become entitled to any
share, shall be bound by any and every notice and other document in respect of such share which previous to
his name and address being entered upon the register shall have been duly given to the person from whom he
derives his title to such share.

(v) Any notice required to be given by the Company to the members or any of them and not expressly provided
for by these presents shall be sufficiently given, if given by advertisement, once in English and once in a
vernacular daily newspaper circulating in the city, town or village in which the registered office of the
company is situated.

479
 (vi) Any notice or document served in the manner hereinbefore provided shall notwithstanding such member
be then dead and whether or not the Company has notice of his death, be deemed to have been duly served in
respect of any share, whether held solely or jointly with other persons by such member, until such other
person be registered in his stead as the holder or joint-holder thereof and such service, for all purpose of these
presents be deemed a sufficient service of such notice or documents on his heirs, executors, administrators
and all person (if any) jointly interested with him in any such shares.

(vii) A document may be served on the Company or on an officer thereof by sending it to the Company or
officer at the registered office of the Company by post or by Registered Post or by leaving it at its Registered
office, or by means of such electronic mode or other mode as maybe specified in the relevant Rules.

(viii) Any notice given by the Company shall be signed (digitally or electronically) by a Director or by the
Secretary or some other officer appointed by the director and the signature thereto may be written, facsimile.
Printed, lithographed, photostate.

INSPECTION

128. (i) the books of accounts and other books and papers shall be open to inspection by any director during
business hours.

(ii) where any Item of business consists of the according of approval to any document by the meeting the time and
place where the document can be inspected shall be specified in the statement aforesaid.

(iii) The books containing the minutes of the proceeding of general Meetings of the Company shall-

(a) be kept at the registered office of the Company; and

(b) be open during business hours to the inspection of any member without charge subject to such reasonable
restrictions as the Company may impose so however not less than two hours in each day are allowed for inspection.

(c) Any member shall be entitled to be furnished within seven working days after he has made request in that
behalf to the Company with a copy of any Minutes referred to in above on payment of Rs.10/-for every page or
part thereof required to be photocopied and that the Company shall comply with provisions of the Act.

(d) the above provisions shall mutatis mutandis apply to other registers maintained under the provisions of the
said Act, that can be inspected by an eligible person.

(iv) The Directors shall, from time to time, determine whether and to what extent, and at what times and places,
and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open
to the inspection of the members not being Directors; and no member (not being a Director) shall have any right
of inspection of any account or book or document of the Company except as conferred by law or authorised by
the Directors.

RECONSTRUCTION

129. On sale of the undertaking of the Company, the Board any or the liquidator on winding up may, if authorised
by a Special Resolution, accept fully paid or partly paid up shares, debentures or securities of any other
Company incorporated in India or to the extent permitted by law of a Company incorporated outside India,
either then existing or to be formed for the purchase in whole or in part of the property of the Company and
Board (if the profit of the Company permit) or the Liquidator (in a winding up) may distribute such shares or
securities or any other property of the company amongst the members without realization or vest the same in
trustees for them and any Special Resolution may provide for the distribution or appropriation of the cash,
shares or the securities, benefit or property, otherwise than in accordance with the strict legal rights of the
members or contributories of the Company and for the valuation of any such securities, or property at such
price and in such manner the meeting may approve and all holders of share shall be bound to accept and shall
be bound by any valuation or distribution so authorised, and acquire all rights in relation thereto, save only
in case the Company is propose to be or in the course of being wound up, such statutory rights (if any) under
the provisions of the Act, as are incapable of being varied or excluded by these Articles.

480
SECRECY

130. No member shall be entitled to visit any works of the Company without the permission of the Directors or to
require discovery of or any information respecting any detail of the Company’s working, trading or any matter
which is or may be in the nature of a secret, mystery of trade or secret process, which may relate to the conduct
of the business of that Company and which in the opinion of the Directors, it will be inexpedient in the interest
of the members of the Company to communicate to the public.

*The Company in its extra ordinary general meeting held on 30/09/1995 has altered its Articles of Association by
alteration of share capital clause of Articles of Association.

The Company in its extra ordinary general meeting held on 31/03/2000 has altered its Articles of Association by
alteration of share capital clause of Articles of Association.

The Company in its extra ordinary general meeting held on 02/04/2015 has adopted new set of Articles of
Association and changed its name from Jai Shree Rasayan Udyog Limited to Indogulf Cropsciences Limited.

The Company in its extra ordinary general meeting held on 16/04/2024 has adopted new set of Articles of
Association.

481
 SECTION X – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company) which
are or may be deemed material have been entered or are to be entered into by our Company. Copies of the contracts
and also the documents for inspection referred to hereunder, may be inspected at our Registered Office between
10 a.m. and 5 p.m. on all Working Days from date of the Red Herring Prospectus until the Bid/ Offer Closing
Date. The copies of the contracts and also the documents for inspection referred to hereunder will be uploaded on
the website of our Company at www.groupindogulf.com and will be available for inspection from date of the Red
Herring Prospectus until the Bid/ Offer Closing Date (except for such agreements executed after the Bid/ Offer
Closing Date).

Material Contracts to the Offer

1. Offer Agreement dated September 25, 2024 entered into among our Company, the Selling Shareholders
and the Book Running Lead Manager.

2. Registrar Agreement dated September 25, 2024 entered into among our Company, the Selling
Shareholders and the Registrar to the Offer.

3. Monitoring Agency Agreement dated [●], 2024 entered into between our Company and the Monitoring
Agency.

4. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the Selling
Shareholders, the Book Running Lead Manager, Banker(s) to the Offer, and the Registrar to the Offer.

5. Share Escrow Agreement dated [●] entered into among our Company, the Selling Shareholders, and the
Share Escrow Agent.

6. Syndicate Agreement dated [●] entered into among our Company, the Selling Shareholders, the Book
Running Lead Manager and Syndicate Members.

7. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders, the
Registrar, the Book Running Lead Manager and Syndicate Members.

Material Documents

1. Certified copies of the Memorandum of Association and the Articles of Association, as amended until
date.

2. Certificate of incorporation dated January 22, 1986, issued by the Additional Registrar of Companies,
Delhi and Haryana in the name of “Jai Shree Rasayan Udyog Limited”.

3. Certificate of commencement of business dated February 16, 1993, issued by the Registrar of Companies,
Delhi and Haryana.

4. Fresh certificate of incorporation dated April 28, 2015, issued by the Registrar of Companies, Delhi and
Haryana at New Delhi, upon conversion of our Company from a private to a public limited company in
the name of “Indogulf Cropsciences Limited”.

5. Copies of the annual reports of the Company as of and for the financial years ended March 31, 2024,
March 31, 2023, and March 31, 2022.

6. Resolution dated September 18, 2024 passed by the Board authorising the Offer and other related matters.

7. Resolution dated September 19, 2024 passed by the Shareholders authorising the Fresh Issue and other
related matters.

8. Consent letters dated September 18, 2024 from each of the Selling Shareholders consenting to participate
in the Offer for Sale.

482
9. Resolution dated September 25, 2024 passed by the Board approving this Draft Red Herring Prospectus.

10. Scheme of Amalgamation of Green Agriasa Private Limited, Indogulf Organics Private Limited and
Barathi Trade Links Private Limited with our Company, their respective creditors and shareholders dated
July 17, 2018.

11. Report titled “Industry Research Report on Agrochemical Industry in India” dated September 18, 2024,
issued by CARE Analytics and Advisory Private Limited pursuant to an engagement letter dated
February 20, 2024, entered into with our Company.

12. Consent letter dated September 18, 2024 issued by CARE Analytics and Advisory Private Limited with
respect to the report titled “Industry Research Report on Agrochemical Industry in India” dated
September 18, 2024.

13. The examination report dated September 18, 2024, of the Statutory Auditors on the Restated
Consolidated Financial Information.

14. The report dated September 25, 2024, on the statement of special tax benefits available to our Company
and our Shareholders issued by the Statutory Auditors.

15. Consent dated September 25, 2024 from the Statutory Auditors to include their name as required under
Section 26(5) of the Companies Act read with the SEBI ICDR Regulations in this Draft Red Herring
Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act to the extent and in
their capacity as our Statutory Auditors, and in respect of their (i) the examination report dated September
18, 2024 on the Restated Consolidated Financial Information; and (ii) the report dated September 25,
2024, on the statement of special tax benefits, included in this Draft Red Herring Prospectus.

16. Consent dated September 23, 2024 from R R & Company, independent chartered engineer, to include
their name as required under Section 26 of the Companies Act, 2013 in this Draft Red Herring Prospectus
and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in its capacity as an
independent chartered engineer certifying the installed and production capacity of our manufacturing
facilities included in this Draft Red Herring Prospectus.

17. Consent dated September 23, 2024 from Deepak Rawat, independent practicing company secretary, to
include their name as required under Section 26 of the Companies Act, 2013 in this Draft Red Herring
Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in respect of the
certificate issued in their capacity as a practicing company secretary to our Company, and such consent
has not been withdrawn as on the date of this Draft Red Herring Prospectus.

18. Consents in writing of the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, our Statutory Auditor, Bankers to our Company, the Book Running Lead Manager, the Registrar
to the Offer, Syndicate Members, Public Offer Bank, Escrow Collection Bank Refund Bank and Sponsor
Banks and Monitoring Agency.

19. Resolution of the Board dated March 19, 2021, in relation to appointment of Sanjay Aggarwal as the
Managing Director of our Company.

20. Tripartite agreement dated May 17, 2024, among our Company, NSDL and the Registrar to the Offer.

21. Tripartite agreement dated June 26, 2024, among our Company, CDSL and the Registrar to the Offer.

22. Certificate from M/s Devesh Parekh & Co, Chartered Accountants dated September 25, 2024 in relation
to certifying Key Performance Indicators of our Company.

23. Resolution dated September 25, 2024 passed by the Audit Committee approving the Key Performance
Indicators.

24. Due diligence certificate addressed to SEBI from the BRLM dated [●].

25. In-principle listing approvals dated [●] and [●] from BSE and NSE, respectively.

26. SEBI final observation letter bearing reference number [●] dated [●].

483
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without reference to
the shareholders, subject to compliance with the provisions contained in the Companies Act and other relevant
statutes.

484
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Om Prakash Aggarwal
(Chairman and Executive Director)

Place: Delhi, India

Date: September 25, 2024

485
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Sanjay Aggarwal
(Managing Director)

Place: Delhi, India

Date: September 25, 2024

486
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Anshu Aggarwal
(Non-Independent Non-Executive Director)

Place: Delhi, India

Date: September 25, 2024

487
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Pushap Kumar
(Non-Independent Non-Executive Director)

Place: Delhi, India

Date: September 25, 2024

488
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Rahul Gupta
(Independent Director)

Place: Delhi, India

Date: September 25, 2024

489
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Sandeep Bhutani
(Independent Director)

Place: Delhi, India

Date: September 25, 2024

490
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Uma Verma
(Independent Director)

Place: Delhi, India

Date: September 25, 2024

491
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

________________________________
Pankaj Vats
(Independent Director)

Place: Delhi, India

Date: September 25, 2024

492
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with and no statement made in
this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, the SEBI Act, 1992, each as
amended, or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify
that all the disclosures and statements in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

________________________________
Manoj Gupta
(Chief Financial Officer)

Place: Delhi, India

Date: September 25, 2024

493
 DECLARATION

We, Om Prakash Aggarwal (HUF), hereby confirm that all statements, disclosures and undertakings specifically
made or confirmed by us in this Draft Red Herring Prospectus about and in relation to ourself, as a Selling
Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no responsibility
for any other statements, disclosures and undertakings, including, any of the statements, disclosures and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or any other
person(s) in this Draft Red Herring Prospectus.

SIGNED FOR AND ON BEHALF OF THE SELLING SHAREHOLDER

________________________________
Om Prakash Aggarwal (HUF)

Place: Delhi, India

Date: September 25, 2024

494
 DECLARATION

We, Sanjay Aggarwal (HUF), hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by us in this Draft Red Herring Prospectus about and in relation to ourself, as a Selling Shareholder
and our respective portion of the Offered Shares, are true and correct. We assume no responsibility for any other
statements, disclosures and undertakings, including, any of the statements, disclosures and undertakings made or
confirmed by or relating to the Company or any other Selling Shareholder or any other person(s) in this Draft Red
Herring Prospectus.

SIGNED FOR AND ON BEHALF OF THE SELLING SHAREHOLDER

________________________________
Sanjay Aggarwal (HUF)

Place: Delhi, India

Date: September 25, 2024

495