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PROSPECTUS
Dated: October 4, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
(Please use this QR Code to view
this Prospectus)
ADVANCE AGROLIFE LIMITED
Corporate Identity Number: U24121RJ2002PLC017467
REGISTERED CORPORATE CONTACT EMAIL AND TELEPHONE WEBSITE
OFFICE OFFICE PERSON
E-39, RIICO 301, 3rd floor & Nisha Gupta E-mail: cs@advanceagrolife.com www.advanceagrolife.com
Industrial Area Ext. 140-B Pandit, TN Company Telephone: +91 0141 4810 126
Bagru, Jaipur – 303 Mishra Marg Secretary and
007, Rajasthan, Nirman Nagar, Compliance
India Jaipur – 302 019, Officer
Rajasthan, India
OUR PROMOTERS: OM PRAKASH CHOUDHARY, KEDAR CHOUDHARY, GEETA CHOUDHARY AND
MANISHA CHOUDHARY
DETAILS OF THE PUBLIC ISSUE
TYPE FRESH ISSUE SIZE OFFER FOR TOTAL ELIGIBILITY
SALE SIZE ISSUE
SIZE*
Fresh Issue Fresh Issue of 19,285,720* Not Applicable 19,285,720 The Issue was made through Book Building
Equity Shares of face value Equity Process in accordance with Regulation 6(1) of the
₹10 each aggregating to ₹ Shares of Securities and Exchange Board of India (Issue of
1,928.42 million face value ₹ Capital and Disclosure Requirements)
10 each Regulations, 2018, as amended (“SEBI ICDR
aggregating Regulations”). For details, see “Other
to ₹ Regulatory and Statutory Disclosures –
1,928.42 Eligibility for the Issue” on page 399. For details
million in relation to share reservation amongst Qualified
Institutional Buyers, Non-Institutional Bidders
and Retail Individual Bidders, see “Issue
Structure” on page 417.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of face value of ₹10 each 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 Issue 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 the Issue Price” on page
142) 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 Issue
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 Issue. For taking an investment decision, investors must rely on their own examination
of our Company and the Issue, including the risks involved. The Equity Shares in the Issue 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 Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 36.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all
information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained
in this 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 Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares, offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on BSE Limited
(“BSE”) and the National Stock Exchange of India Limited (“NSE”). For the purpose of the Issue, BSE shall be the Designated
Stock Exchange.BOOK RUNNING LEAD MANAGER
Name of Book Running Lead Manager Contact Person Telephone and Email
and Logo
Nimisha Joshi / Yogesh Mody Telephone: +91 22 6707 9999 / 7919
E-mail: aal.ipo@choiceindia.com
Choice Capital Advisors Private Limited
REGISTRAR TO THE ISSUE
Name of Registrar Contact Person Telephone and Email
M. Murali Krishna Telephone: +91 40 6716 2222 / 1800 309
4001
KFin Technologies Limited E-mail: advance.ipo@kfintech.com
BID/ ISSUE PERIOD
ANCHOR INVESTOR Monday, BID/ ISSUE Tuesday, BID/ ISSUE Friday, October 3, 2025
BID/ ISSUE PERIOD September OPENED ON September 30, CLOSED
29, 2025 2025 ON#
*Subject to finalization of basis of allotment
#UPI mandate end time and date was at 5:00 pm on the Bid/Issue Closing DatePROSPECTUS
Dated: October 4, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
ADVANCE AGROLIFE LIMITED
Our Company was originally incorporated as Advance Micro Fertilizers Private Limited, a private limited company under the erstwhile Companies Act, 1956, pursuant to a certificate of incorporation dated February 27,
2002, issued by the Registrar of Companies, Jaipur. Subsequently, pursuant to a resolution passed by our Board dated December 09, 2020 and a special resolution passed by our Shareholders dated January 6, 2021, the
name of our Company was changed from ‘Advance Micro Fertilizers Private Limited’ to ‘Advance Agrolife Private Limited’ and a fresh certificate of incorporation dated February 03, 2021 was issued by the Registrar
of Companies, Jaipur. Upon the conversion of our Company to a public limited company, pursuant to a resolution passed by our Board dated October 19, 2024 and a special resolution passed by our Shareholders dated
November 13, 2024, the name of our Company was changed from ‘Advance Agrolife Private Limited’ to ‘Advance Agrolife Limited’ and a fresh certificate of incorporation dated December 04, 2024, was issued by the
Registrar of Companies, Central Processing Centre. For details of change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 264.
Corporate Identity Number: U24121RJ2002PLC017467
Registered Office: E-39, Riico Industrial Area Ext. Bagru, Jaipur – 303 007, Rajasthan, India
Corporate Office: 301, 3rd floor & 140-B Pandit, TN Mishra Marg Nirman Nagar, Jaipur – 302 019, Rajasthan, India
Contact Person: Nisha Gupta, Company Secretary and Compliance Officer
Telephone: 0141 - 481 0126
E-mail: cs@advanceagrolife.com; Website: www.advanceagrolife.com
OUR PROMOTERS: OM PRAKASH CHOUDHARY, KEDAR CHOUDHARY, GEETA CHOUDHARY AND MANISHA CHOUDHARY
INITIAL PUBLIC OFFERING OF UP TO 19,285,720* OF ₹10 EACH (“EQUITY SHARES”) OF ADVANCE AGROLIFE LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE
OF ₹100 PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ₹90 PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹1,928.42 MILLION (“THE ISSUE”). THE ISSUE
WILL CONSTITUTE 30.00% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL.
THIS ISSUE INCLUDES A RESERVATION OF UP TO 30,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹2.85 MILLION (CONSTITUTING UP TO 0.05% OF THE
POST-ISSUE PAID-UP EQUITY SHARE CAPITAL) FOR PURCHASE BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE
RESERVATION PORTION IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WOULD CONSTITUTE 30.00% AND 29.95%, RESPECTIVELY, OF OUR
POST-ISSUE PAID-UP EQUITY SHARE CAPITAL. OUR COMPANY, IN CONSULTATION WITH THE BRLM, MAY OFFER A DISCOUNT OF UP TO 5.00% (EQUIVALENT TO ₹5 PER EQUITY
SHARE) TO THE ISSUE PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”).
THE FACE VALUE OF THE EQUITY SHARES IS ₹10 EACH AND THE ISSUE PRICE IS 10 TIMES THE FACE VALUE OF THE EQUITY SHARES.
*Subject to finalization of basis of allotment
This Issue was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Issue was made for at least 25% of the post-Issue paid-up Equity Share capital of our Company.
This Issue was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of
the Net Issue was made available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”), provided that our Company in consultation with the BRLM
allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with SEBI ICDR Regulations (“Anchor Investor Portion”). One-third of the Anchor Investor Portion was reserved for
domestic Mutual Funds, subject to valid Bids having been received from the domestic Mutual Funds at or above the price at which Equity Shares were allocated to Anchor Investors (“Anchor Investor Allocation Price”).
In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares was added to the QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further,
5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids having been received at or above the Issue Price, and the remainder of the Net QIB Portion
was made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Issue Price. However, if the
aggregate demand from Mutual Funds was less than 5% of the QIB Portion, the balance Equity Shares each available for allocation in the Mutual Fund Portion was added to the remaining QIB Portion for proportionate
allocation to QIBs. Further, not less than 15% of the Net Issue was made available for allocation on a proportionate basis to Non-Institutional Bidders (“NIBs”) of which (a) one third of such portion was reserved for
applicants with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-third of such portion was reserved for applicants with application size of more than ₹1.00 million, provided that the
unsubscribed portion in either of such sub-categories was allocated to applicants in the other sub-category of NIBs and not less than 35% of the Net Issue was made available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations subject to valid Bids having been received at or above the Issue Price. Further, up to 30,000 Equity Shares, aggregating up to ₹2.85 million was allocated on a proportionate
basis to the Eligible Employees Bidding in the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Issue Price. All Potential Bidders, other than Anchor Investors,
wererequired to participate in the Issue by mandatorily utilising the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) and UPI
ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amounts were blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Banks under the
UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Issue through the ASBA process. For details, see “Issue Procedure” on page 422.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10 each. The Issue Price, Floor Price,
Cap Price and Price Band (as determined by our Company in consultation with the Book Running Lead Manager) in accordance with SEBI ICDR Regulations by way of the Book Building Process, as stated in ‘‘Basis
for Issue Price’’ on page 142 should not be taken 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 Issue unless they can afford to take the risk of losing their investment. Investors are advised to
read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved.
The Equity Shares in the Issuer 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 Prospectus.
Specific attention of the investors is invited to “Risk Factors” on page 36.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the
Issue, that the information contained in this 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus and thisProspectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for the
listing of the Equity Shares pursuant to letters each dated June 19, 2025. For the purposes of the Issue, the Designated Stock Exchange shall be BSE. A signed copy of the Red Herring Prospectus was filed and a copy of
this Prospectus has been filed with the RoC in accordance with Section 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/ Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 474.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
Choice Capital Advisors Private Limited KFin Technologies Limited
Sunil Patodia Tower, Plot No. 156-158 Selenium Tower-B, Plot No. - 31 and 32
J.B. Nagar, Andheri (East), Financial District Nanakramguda, Serilingampally
Mumbai – 400 099, Maharashtra, India Hyderabad – 500 032, Telangana, India
Telephone: +91 22 6707 9999 / 7919 Telephone: +91 40 6716 2222 / 1800 309 4001
Email: aal.ipo@choiceindia.com Email: advance.ipo@kfintech.com
Investor Grievance Email: investorgrievances_advisors@choiceindia.com Investor grievance email: einward.ris@kfintech.com
Website: www.choiceindia.com/merchant-investment-banking Contact person: M Murali Krishna
Contact Person: Nimisha Joshi / Yogesh Mody Website: www.kfintech.com
SEBI Registration No: INM000011872 SEBI Registration no.: INR000000221
ANCHOR INVESTOR BID/ ISSUE Monday, September 29, 2025 BID/ ISSUE OPENED Tuesday, September 30, 2025 BID/ ISSUE CLOSED Friday, October 3, 2025
PERIOD ON ON#
#UPI mandate end time and date was at 5:00 pm on the Bid/Issue Closing Date(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ................................................................................................................ 21
FORWARD-LOOKING STATEMENTS ........................................................................................................ 24
SUMMARY OF THE ISSUE DOCUMENT .................................................................................................... 26
SECTION II –RISK FACTORS ........................................................................................................................ 36
SECTION III – INTRODUCTION ................................................................................................................... 91
THE ISSUE ...................................................................................................................................................... 91
SUMMARY OF FINANCIAL INFORMATION ............................................................................................. 93
GENERAL INFORMATION ......................................................................................................................... 100
CAPITAL STRUCTURE ............................................................................................................................... 109
OBJECTS OF THE ISSUE ............................................................................................................................. 132
BASIS FOR THE ISSUE PRICE .................................................................................................................... 142
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .......................................................................... 150
SECTION – IV ABOUT OUR COMPANY ................................................................................................... 157
INDUSTRY OVERVIEW .............................................................................................................................. 157
OUR BUSINESS ............................................................................................................................................ 216
KEY REGULATIONS AND POLICIES IN INDIA....................................................................................... 252
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 264
OUR MANAGEMENT .................................................................................................................................. 273
OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 288
OUR GROUP COMPANIES.......................................................................................................................... 293
DIVIDEND POLICY ..................................................................................................................................... 295
SECTION V – FINANCIAL INFORMATION.............................................................................................. 296
RESTATED FINANCIAL STATEMENTS ................................................................................................... 296
OTHER FINANCIAL INFORMATION ........................................................................................................ 341
CAPITALISATION STATEMENT ............................................................................................................... 342
FINANCIAL INDEBTEDNESS .................................................................................................................... 343
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION ................................................................................................................................................. 350
SECTION VI – LEGAL AND OTHER INFORMATION ............................................................................ 380
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 380
GOVERNMENT AND OTHER APPROVALS ............................................................................................. 391
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 398
SECTION VII – ISSUE RELATED INFORMATION ................................................................................. 411
TERMS OF THE ISSUE ................................................................................................................................. 411
ISSUE STRUCTURE ..................................................................................................................................... 417
ISSUE PROCEDURE ..................................................................................................................................... 422
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 444
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ................................................................................................................................................ 446
SECTION IX – OTHER INFORMATION .................................................................................................... 474
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................ 474
DECLARATION ............................................................................................................................................ 477SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This 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. References to any
legislation, Act, regulation, rules, guidelines or our Articles of Association, Memorandum of Association,
policies shall be to such legislation, Act or regulation, as amended 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 Prospectus but not defined herein, shall have, to the extent applicable,
the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the rules and regulations made thereunder. Further, the Issue related terms used but not
defined in this Prospectus shall have the meaning ascribed to such terms under the General Information
Document (as defined below). In case of any inconsistency between the definitions given below and the
definitions contained in the General Information Document, the definitions given below shall prevail.
Notwithstanding the foregoing, terms used in “Basis for Issue Price”, “Statement of Possible Special Tax
Benefits”, “Industry Overview”, “Our Business”, “Key Regulations and Policies in India”, “Restated
Financial Statement”, “Outstanding Litigations and Material Developments” and “Description of Equity
Shares and Terms of Articles of Association” on pages 142, 150, 157, 216, 252, 296, 380 and 446
respectively, shall have the meaning ascribed to such terms in those respective sections.
General Terms
Term Description
“Company” or “our Company” Unless the context otherwise indicates or implies, refers to Advance
or “AAL” or “the Company” or Agrolife Limited, a public limited company incorporated under the
“the Issuer” or “we” or “us” or provision of Companies Act, 1956, having its registered office at E-39,
“our” RIICO Industrial Area Ext. Bagru, Jaipur – 303 007, Rajasthan, India
“you”, “your” or “yours” Prospective Investors/Bidder in this Issue.
Company Related Terms
Term Description
“Articles of Association” or Articles of association of our Company, as amended from time to time.
“AoA” or “Articles”
“Audit Committee” The Audit Committee of our Board, as described in “Our Management –
Board Committees – Audit Committee” on page 281.
“Auditors” or “Statutory Statutory auditors of our Company, namely, S K Patodia and Associates
Auditors” LLP.
“Board or “Board of Directors” The Board of Directors of our Company unless otherwise specified or any
or “our Board” committee constituted thereof.
“Chairman” or “Chairman and The chairman and managing director of our Company, Om Prakash
Managing Director” or Choudhary. For further information, see “Our Management – Brief
“Managing Director” profiles of our Directors” on page 275.
“Chief Financial Officer” or The chief financial officer of our Company, being Mewa Ram Mehta. For
“CFO” further details see, “Our Management – Key Managerial Personnel and
Senior Management Personnel” on page 284.
“Company Secretary and The company secretary and compliance officer of our Company, Nisha
Compliance Officer” Gupta. For further details see, “Our Management – Key Managerial
Personnel and Senior Management Personnel” on page 284.
1Term Description
“Corporate Office” The corporate office of our Company, situated at 301, 3rd floor & 140-B
Pandit, TN Mishra Marg Nirman Nagar, Jaipur – 302 019, Rajasthan, India
“Corporate Social Corporate social responsibility committee of our Board, as described in
Responsibility Committee” or “Our Management – Board Committees – Corporate Social
“CSR Committee” Responsibility Committee” on page 283.
“Director(s)” The directors on our Board. For details see, “Our Management” on page
273.
“Equity Shares” The equity shares of our Company of face value of ₹10 each, unless
otherwise specified in the context thereof.
“Executive Director” The executive director of our Company, Narendra Choudhary.
Group Company(ies) The group company(ies) of our Company in accordance with the SEBI
ICDR Regulations and the Materiality Policy of our Company. For details
see “Our Group Companies” on page 293.
Independent Chartered The independent chartered engineer appointed by our Company, Hari Dutt
Engineer Purohit.
“Independent Director(s) / Non- The independent directors on our Board, who are eligible to be appointed
Executive Independent as independent directors under the provisions of the Companies Act, 2013
Director(s)” and the SEBI Listing Regulations. For details of the Independent Directors,
see “Our Management” on page 273.
“Key Managerial Personnel” or The key managerial personnel of our Company in terms of Regulation
“KMP” 2(1)(bb) of the SEBI ICDR Regulations and as disclosed in “Our
Management – Key Managerial Personnel and Senior Management
Personnel” on page 284.
“Manufacturing Facility I” Our manufacturing facility located at E-39, RIICO Industrial Area, Bagru
(ext.), Jaipur – 303 007, Rajasthan, India
“Manufacturing Facility II” Our manufacturing facility located at 712/1, Vill. Dahami Khurd, post
Dahami Kalan, Jaipur – 303 007, Rajasthan, India
“Manufacturing Facility III” Our manufacturing facility located at 713/4, Vill. Dhami Khurd, Bagru,
Jaipur – 303 007, Rajasthan, India
“Materiality Policy” The policy adopted by our Board pursuant to its resolution dated March
21, 2025 for identification of: (a) material outstanding litigations; (b)
material creditors; and (c) identification of group companies, in accordance
with the disclosure requirements under the SEBI ICDR Regulations.
“MOA” or “Memorandum” or The memorandum of association of our Company, as amended from time
“Memorandum of Association” to time.
or “MoA”
“Nomination and Remuneration The nomination and remuneration committee of our Board, as described in
Committee” “Our Management – Board Committees” on page 281.
“Promoter(s)” The Promoters of our Company, Om Prakash Choudhary, Kedar
Choudhary, Manisha Choudhary and Geeta Choudhary.
“Promoter Group” The 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 288.
“Registered Office” The registered office of our Company, situated at E-39, RIICO Industrial
Area Ext. Bagru, Jaipur – 303 007, Rajasthan, India.
“Registrar of Companies” or Registrar of Companies, Jaipur. For further details, see “General
“RoC” Information” on page 100.
“Restated Financial Statements” The restated financial statements of our company, comprising of restated
or “Restated Financial summary of Statement of Assets and Liabilities for the Fiscals 2025, 2024
Information and 2023, the restated statements of Profit and Loss (including other
comprehensive income), the restated statement of changes in Equity, the
Restated Cash Flow Statement for the Fiscals 2025, 2024 and 2023, and
2Term Description
the Summary Statement of Significant Accounting Policies, and other
explanatory information prepared in terms of the requirements of sub-
Section (1) of Section 26 of Part I of Chapter III of the Act; the SEBI ICDR
Regulations and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by ICAI, as amended from time to time.
The Restated Financial Statements of our Company have been prepared to
comply in all material respects with the Indian Accounting Standards as
prescribed under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time),
presentation requirements of Division II of Schedule III to the Companies
Act, as applicable, to the financial statements and other relevant provisions
of the Companies Act.
For details, see “Restated Financial Statements” on page 296.
“Senior Management Senior Management Personnel of our Company in terms of Regulation
Personnel” or “SMPs” 2(1)(bbbb) of the SEBI ICDR Regulations and as disclosed in “Our
Management – Key Managerial Personnel and Senior Management
Personnel” on page 284.
“Shareholders” or “Members” The equity shareholders of our Company whose names are entered into (i)
the register of members of our Company; or (ii) the records of a depository
as a beneficial owner of Equity Shares.
“Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in
Committee” “Our Management – Board Committees” on page 281.
“Whole-Time Director(s)” The whole-time director of our Company, Kedar Choudhary.
Issue Related Terms
Term Description
“Abridged Prospectus” Abridged prospectus means a memorandum containing salient features of
a prospectus as may be specified by the SEBI in this behalf.
“Acknowledgement Slip” The slip or document issued by a Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form.
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares
“Allotted” pursuant to the Issue of Equity Shares to the successful Applicants.
“Allotment Advice” Note or advice or intimation of Allotment sent to the Bidders who have
been or are to be Allotted the Equity Shares after the Basis of Allotment
has been approved by the Designated Stock Exchange.
“Allottee” A successful Bidder to whom the Equity Shares are Allotted.
“Anchor Investor” A Qualified Institutional Buyer, who applied under the Anchor Investor
Portion with a minimum Bid of ₹100 million in accordance with the
requirements specified in the SEBI ICDR Regulations and this Prospectus.
“Anchor Escrow Account opened with Anchor Escrow Bank for the Issue and in whose
Account(s)” or favour the Anchor Investors have transferred money through direct credit
“Escrow Account(s)” or NEFT or RTGS in respect of the Bid Amount when submitting a Bid.
“Anchor Investor Allocation The price, in this case being ₹100 per equity share, at which the Equity
Price” Shares were allocated to the Anchor Investors in terms of the Red Herring
Prospectus and this Prospectus, which was decided by our Company, in
consultation with the BRLM, during the Anchor Investor Bidding Date.
“Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor
Form” Portion and which was considered as an application for Allotment in terms
of the Red Herring Prospectus and this Prospectus.
3Term Description
“Anchor Investor Bid/Issue Monday, September 29, 2025, being one Working Day prior to the Bid/
Period” or “Anchor Investor Issue Opening Date, on which Bids by Anchor Investors were submitted,
Bidding Date” and allocation to Anchor Investors was completed.
“Anchor Investor Issue Price” The final price in this case being ₹ 100 per equity share, at which the
Equity Shares were allotted to the Anchor Investors in terms of the Red
Herring Prospectus and this Prospectus. The Anchor Investor Issue Price
was decided by our Company, in consultation with the BRLM.
“Anchor Investor Pay-in Date” With respect to the Anchor Investor(s), it was the Anchor Investor Bidding
Date.
“Anchor Investor Portion” 60% of the QIB Portion has been allocated by our Company in
consultation with the BRLM, to the Anchor Investors on a discretionary
basis, in accordance with the SEBI ICDR Regulations. One-third of the
Anchor Investor Portion was reserved for domestic Mutual Funds, subject
to valid Bids having been received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price, in accordance with the SEBI
ICDR Regulations.
“Application Supported by An application, whether physical or electronic, used by ASBA Bidders to
Blocked Amount” or “ASBA” make a Bid by authorizing an SCSB to block the Bid Amount in the ASBA
Account and will include applications made by UPI Bidders using UPI,
where the Bid Amount will be blocked upon acceptance of UPI Mandate
Request by UPI Bidders using the UPI Mechanism.
“ASBA Account” A bank account maintained with an SCSB and specified in the Bid cum
Application Form which was blocked by such SCSB to the extent of the
appropriate Bid Amount in relation to a Bid by a Bidder (other than a Bid
by an Anchor Investor) and includes a bank account maintained by a UPI
Bidder linked to a UPI ID, which was blocked upon acceptance of a UPI
Mandate Request made by UPI Bidders using the UPI Mechanism.
“ASBA Bid” A Bid made by an ASBA Bidder including all revisions and modifications
thereto as permitted under the SEBI ICDR Regulations.
“ASBA Bidders” All Bidders except Anchor Investors.
“ASBA Form” An application form, whether physical or electronic, used by ASBA
Bidders which was considered as the application for Allotment in terms of
the Red Herring Prospectus and this Prospectus.
“Banker(s) to the Issue” Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Issue
Account Bank(s) and Sponsor Bank.
“Basis of Allotment” Basis on which Equity Shares will be Allotted to successful Bidders under
the Issue, as described in “Issue Procedure” on page 422.
“Bid” An indication to make an offer during the Bid/Issue Period by an ASBA
Bidder pursuant to submission of the ASBA Form, or during the Anchor
Investor Bid/Issue Period by an Anchor Investor pursuant to submission
of the Anchor Investor Application Form, to subscribe to or purchase the
Equity Shares of our Company 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.
“Bid Amount” The highest value of the optional Bids as indicated in the Bid cum
Application Form and in the case of RIBs Bidding at the Cut off Price, the
Cap Price multiplied by the number of Equity Shares Bid for by such RIB
and mentioned 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 Issue.
4Term Description
However, Eligible Employees applying in the Employee Reservation
Portion can apply at the Cut off Price and the Bid Amount shall be Cap
Price net of Employee Discount, multiplied by the number of Equity
Shares Bid for 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 ₹0.50 million (net of Employee
Discount). However, the initial Allotment to an Eligible Employee in the
Employee Reservation Portion shall not exceed ₹0.20 million (net of
Employee Discount). 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 ₹0.20 million (net of Employee Discount), subject to the total
Allotment to an Eligible Employee not exceeding ₹0.50 million in value
(net of Employee Discount).
“Bid cum Application Form” The form in terms of which the Bidder had made a Bid and which was
considered as the application for the Allotment pursuant to the terms of the
Prospectus, including ASBA Form.
“Bid Lot” 150 Equity Shares and in multiples of 150 Equity Shares thereafter.
“Bid/Issue Closing Date” Except in relation to any Bids received from the Anchor Investors, the date
after which the Designated Intermediaries were required to not accept
any Bids, being Friday, October 3, 2025.
“Bid/Issue Opening Date” Except in relation to any Bids received from the Anchor Investors, the date
on which the Designated Intermediaries were required to start accepting
Bids, being Tuesday, September 30, 2025.
“Bid/Issue Period” Except in relation to the Anchor Investors, the period between the
Bid/Issue Opening Date and the Bid/Issue Closing Date i.e. the period
between Tuesday, September 30, 2025 till Friday, October 3, 2025,
inclusive of both days, during which prospective Bidders could submit
their Bids, including any revisions thereof, in accordance with the SEBI
ICDR Regulations, provided that such period was kept open for a
minimum of 3 (three) Working Days.
The Bid/Issue Period comprised of Working Days only. In cases of force
majeure, banking strike or similar circumstances, our Company may, for
reasons to be recorded in writing, extend the Bid/Issue Period for a
minimum of 1 (one) Working Day, subject to the Bid/Issue Period not
exceeding 10 Working Days.
Our Company, in consultation with the BRLM, may consider closing the
Bid/ Issue Period for QIBs one Working Day prior to the Bid/ Issue
Closing Date in accordance with the SEBI ICDR Regulations.
“Bidder” or “Investor” or Any prospective investor who made a Bid pursuant to the terms of the Red
“Applicant” Herring Prospectus and the Bid cum Application Form and unless
otherwise stated or implied and includes an Anchor Investor.
“Bidding Centers” Centers at which the Designated Intermediaries accepted the Bid cum
Application Forms, being the Designated SCSB Branch for SCSBs,
Specified Locations for the Syndicate, Broker Centers for Registered
Brokers, Designated RTA Locations for CRTAs and Designated CDP
Locations for CDPs.
“Book Building Process” The book building process as described in Part A of Schedule XIII of the
SEBI ICDR Regulations, in terms of which the Issue is being made.
5Term Description
“Book Running Lead Manager” The book running lead manager to the Issue, being Choice Capital
or “BRLM” Advisors Private Limited, a SEBI registered Category-I Merchant Banker.
“Broker Centers” Broker centers of the Registered Brokers, where Bidders (other than
Anchor Investors) submitted the ASBA Forms. The details of such Broker
centers, along with the names and contact details of the Registered Brokers
are available on the website of the Stock Exchanges at www.bseindia.com
and www.nseindia.com.
“CareEdge Report” Company commissioned “Industry Report on Agrochemical Sector”
prepared by CareEdge Research dated March 24, 2025 and updated in
August 2025, which has been exclusively commissioned and paid for by
our Company specifically in connection with the Issue.
“CareEdge Research” CARE Analytics & Advisory Private Limited
“CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor
Allocation Note” Investors, who have been allocated the Equity Shares, after the Anchor
Investor Bid/Issue Period.
“Cap Price” The higher end of the Price Band being ₹100 per Equity Share.
“Cash Escrow and Sponsor Agreement dated September 12, 2025 entered into by our Company, the
Bank Agreement” Registrar to the Issue, the BRLM, the Syndicate Member, and the Bankers
to the Issue for collection of the Bid Amounts from Anchor Investors,
transfer of funds to the Public Issue Account and where applicable, refund
of the amounts collected from Bidders, on the terms and conditions
thereof, in accordance with the UPI Circulars.
“Client ID” Client identification number maintained with one of the Depositories in
relation to dematerialised account.
“Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and
Participant” or “CDP” registered under Section 12 (1A) of the SEBI Act and who is eligible to
procure Bids at the Designated CDP Locations in terms of SEBI RTA
Master Circular and the UPI Circulars and as per the list available on the
websites of BSE and NSE.
“Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to
Transfer Agents” or “CRTAs” procure Bids 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
“Controlling Branches” Such branches of SCSBs which coordinate Bids under the Issue with the
BRLM, the Registrar and the Stock Exchanges, a list of which is available
on the website of SEBI at http://www.sebi.gov.in.
“Cut-off Price” Issue Price being ₹100 per Equity Share, finalized by our Company, in
consultation with the BRLM.
Only Retail Individual Bidders Bidding in the Retail Portion and Eligible
Employees bidding in the Employee Reservation Portion were entitled to
Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Bidders were 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, wherever applicable.
“Depository(ies)” A depository registered with SEBI under the SEBI (Depositories and
Participants’) Regulations, 1996.
6Term Description
“Depository Participant” or A depository participant as defined under the Depositories Act.
“DP”
“Designated CDP Locations” Such locations of the CDPs where Bidders submitted the ASBA Forms
and in case of RIIs only ASBA Forms with UPI. 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 websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com).
“Designated Date” The date on which the Escrow Collection Banks transfer funds from the
Escrow Accounts to the Public Issue Account or the Refund Account, as
the case may be, and/or the instructions are issued to the SCSBs (in case
of UPI Bidders using the UPI Mechanism, where made available,
instruction issued through the Sponsor Banks) for the transfer of amounts
blocked by the SCSBs in the ASBA Accounts to the Public Issue Account
or the Refund Account, as the case may be, in terms of the Red Herring
Prospectus and this Prospectus, after finalization of the Basis of Allotment
in consultation with the Designated Stock Exchange, following which the
Board of Directors may Allot Equity Shares to successful Bidders in the
Issue.
“Designated Intermediary(ies)” In relation to ASBA Forms submitted by RIIs and NIIs with an application
size of up to ₹0.50 million (not using the UPI Mechanism) authorizing an
SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by RIBs, Eligible Employees and
Non-Institutional Bidders Bidding with an application size of up to ₹0.50
million (not using the UPI Mechanism) by authorising SCSB to block the
Bid Amount in the ASBA Account, Designated Intermediaries shall mean
SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid
Amount will be blocked upon acceptance of UPI Mandate Request by such
UPI Bidders using the UPI Mechanism, Designated Intermediaries shall
mean Syndicate, sub-syndicate, Registered Brokers, CDPs and RTAs.
In relation to ASBA Forms submitted by QIBs and NIIs (not using the UPI
Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate,
sub-syndicate, Registered Brokers, CDPs and CRTAs.
“Designated RTA Locations” Such locations of the CRTAs/RTAs where Bidders can submit the Bid
cum Application Forms. The details of such Designated RTA Locations,
along with names and contact details of the RTAs eligible to accept ASBA
Forms are available on the respective of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
“Designated SCSB Branches” Such branches of the SCSBs which shall collect the ASBA Forms (other
than ASBA Forms submitted by RIIs where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such RII using the
UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=y
es or at such other website as may be prescribed by SEBI from time to
time.
“Designated Stock Exchange” BSE Limited
“DP ID” Depository Participant’s identity number.
“Draft Red Herring Prospectus” The draft red herring prospectus dated March 31, 2025, issued in
or “DRHP” accordance with the SEBI ICDR Regulations, which does not contain
7Term Description
complete particulars of the price at which the Equity Shares will be
Allotted and the size of the Issue, including any addenda or corrigenda
thereto.
“Eligible Employee(s)” All or any of the following:
i. a permanent employee of the Company working in India or outside
India (excluding such employees who are not eligible to invest in the
Issue under applicable laws), as on the date of filing of this Prospectus
with the RoC and who continue continues to be a permanent employee
of our Company until the submission of the Bid cum Application
Form; or
ii. a director of our Company, whether whole-time or not, as on the date
of the filing of the Prospectus with the RoC and who continues to be
a permanent employee of our Company or be our Director(s), as the
case may be until the submission of the Bid cum Application Form,
but excludes: (a) an employee who is the Promoter or belongs to the
Promoter Group; (b) a director who either by himself or through his
relatives or through anybody corporate, directly or indirectly holds
more than 10% of outstanding Equity Shares of our Company; and(c)
an independent director.
“Eligible FPIs” FPIs that are eligible to participate in this Issue in terms of applicable laws,
other than individuals, corporate bodies and family offices.
“Eligible NRI(s)” A non-resident Indian, under Schedule 3 and Schedule 4 of the FEMA
Non-Debt Rules, from jurisdictions outside India where it is not unlawful
to make an offer or invitation under the Issue and in relation to whom the
Bid cum Application Form and this Prospectus will constitute an invitation
to purchase the Equity Shares.
“Employee Discount” A discount of 5% to the Issue Price (equivalent of ₹5 per Equity Share)
offered by our Company, in consultation with the BRLM, to Eligible
Employees and which was announced at least two Working Days prior to
the Bid/Issue Opening Date
“Employee Reservation The portion of the Issue being up to 30,000 Equity Shares of face value of
Portion” ₹10 each, aggregating to ₹2.85 million available for allocation to Eligible
Employees, on a proportionate basis, constituting up to 5% of the post-
Issue paid-up Equity Share capital of our Company
“Escrow Account(s)” Account opened with the Escrow Collection Bank and in whose favor the
Anchor Investors transferred money through direct
credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting
a Bid.
“Escrow and Sponsor Bank(s) The agreement dated September 12, 2025 entered into amongst our
Agreement” Company, the Registrar to the Issue, the BRLM, the Syndicate Members
and Banker(s) to the Issue in accordance with the UPI Circulars, collection
of the Bid Amounts from Anchor Investors, transfer of funds to the Public
Issue Account(s) and where applicable remitting refunds, if any, to
Bidders, on the terms and conditions thereof
“Escrow Collection Bank(s)” or Banks which are clearing members and registered with SEBI as bankers
“Anchor Escrow Bank” to an issue under the Securities and Exchange Board of India (Bankers to
an Issue) Regulations, 1994 and with whom the Escrow Accounts were
opened, in this case being HDFC Bank Limited.
“First or Sole 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
8Term Description
appear as the first holder of the beneficiary account held in joint names.
“Floor Price” The lower end of the Price Band, being ₹95 per Equity Share.
“Fresh Issue” The initial public offering of up to 19,285,720* Equity Shares of face value
of ₹10 each for cash at a price of ₹100 each, aggregating up to ₹1,928.42
million. For information, see “The Issue” on page 91.
*Subject to finalization of basis of Allotment
“Fraudulent Borrower” Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI
ICDR Regulations.
“Fugitive Economic Offender” An individual who is declared a fugitive economic offender under Section
12 of the Fugitive Economic Offenders Act, 2018.
“General Information The General Information Document for investing in public issues prepared
Document” and issued in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and
the BRLM.
“Gross Proceeds” The gross proceeds of the Issue
“Issue” The initial public offering of up to 19,285,720 Equity Shares of face value
of ₹10 each for cash at a price of ₹100 each, aggregating up to ₹1,928.42
million. The Issue comprises the Net Issue and the Employee Reservation
Portion.
“Issue Agreement” Agreement dated March 31, 2025 entered between our Company and the
BRLM, pursuant to which arrangements have been agreed to in relation to
the Issue.
“Issue Price” ₹100 per Equity Share being the final price at which Equity Shares will be
Allotted to successful Bidders, other than Anchor Investors. Equity Shares
will be allotted to Anchor Investors at the Anchor Investor Issue Price in
terms of the Red Herring Prospectus and this Prospectus. The Issue Price
was 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 and this Prospectus.
A discount of 5% on the Issue Price (equivalent of ₹5 per Equity Share)
was offered to Eligible Employees bidding in the Employee Reservation
Portion. The Employee Discount was decided by our Company, in
consultation with the BRLM, on the Pricing Date in accordance with the
Book Building Process and the Red Herring Prospectus.
“Issue Proceeds” The proceeds of the Issue, which shall be available to our Company. For
details about use of the Issue Proceeds, see “Objects of the Issue” on page
132.
“June 2021 Circular” SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2,
2021
“Maximum RIB Allottees” Maximum number of RIBs who can be allotted the minimum Bid Lot. This
is computed by dividing the total number of Equity Shares available for
Allotment to RIBs by the minimum Bid Lot.
“Minimum Promoters’ Aggregate of 20% of the fully diluted post-Issue equity share capital of
Contribution” our Company that are eligible to form part of the minimum promoters’
contribution, as required under the provisions of the SEBI ICDR
Regulations, held by our Promoters that shall be locked-in for a period of
3 years from the date of Allotment. For details regarding the Minimum
Promoters’ Contribution, see “Capital Structure – Details of lock-in” on
page 129.
“Monitoring Agency” Care Ratings Limited
9Term Description
“Monitoring Agency The agreement dated September 1, 2025 entered into between our
Agreement” Company and the Monitoring Agency
“Mobile Applications” The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi
=yes&intmI d=43 or such other website as may be updated from time to
time, which may be used by RIIs to submit Bids using the UPI Mechanism.
“Mutual Fund Portion” 5% of the Net QIB Portion (excluding the Anchor Investor Portion), or
192,558 Equity Shares which was made available for allocation to Mutual
Funds only on a proportionate basis, subject to valid Bids having been
received at or above the Issue Price.
“Mutual Funds” Mutual funds registered with SEBI under the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996.
“Net Issue” The Issue less the Employee Reservation Portion.
“Net Proceeds” Proceeds of the Issue less the Issue related expenses. For further details
about use of the Issuer Proceeds and the Issue related expenses, see
“Objects of the Issue” on page 132.
“Net QIB Portion” The portion of the QIB Portion less the number of Equity Shares Allotted
to the Anchor Investors.
“Non-Institutional Portion” The portion of the Net Issue having been not more than 15% of the Net
Issue consisting of 2,888,358* Equity Shares, available for allocation to
Non-Institutional Bidders, on a proportionate basis. The allocation to each
Non-Institutional Investor was not less than ₹0.20 million subject to
availability of Equity Shares in the Non-Institutional Portion, and the
remaining Equity Shares, if any, were be allocated on a proportionate
basis, subject to valid Bids have been received at or above the Issue Price,
in accordance with the SEBI ICDR Regulations. Further, (a) one third of
the portion available to Non-Institutional Investors was reserved for
applicants with application size of more than ₹0.20 million and up to ₹1.00
million; and (b) two third of the portion available to Non-Institutional
Investors was reserved for applicants with application size of more than
₹1.00 million, provided that the unsubscribed portion in either of the sub-
categories specified in clauses (a) or (b), may be allocated to applicants in
the other sub-category of Non-Institutional Investors.
*Subject to finalization of Basis of Allotment
“Non-Institutional Investors” or All Bidders, including FPIs other than individuals, corporate bodies and
“Non-Institutional Bidders” or family offices, registered with the SEBI that are not QIBs (including
“NIIs” or “NIBs” Anchor Investors), Retail Individual Investors or Eligible Employees
Bidding in the Employee Reservation Portion, who have Bid for Equity
Shares for an amount of more than 0.20 million (but not including NRIs
other than Eligible NRIs).
“Non-Resident Indians” or A person resident outside India, as defined under FEMA and includes
“NRI(s)” NRIs, FPIs and FVCIs.
Net Issue The Issue less the Employee Reservation Portion
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly
Body(ies)” or indirectly to the extent of at least 60% by NRIs, including overseas
trusts in which not less than 60% of beneficial interest is irrevocably held
by NRIs directly or indirectly as defined under the Foreign Exchange
Management (Deposit) Regulations, 2000, as amended from time to time.
OCBs are not allowed to invest in this Issue.
“Person(s)” Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, Company,
partnership firm, limited liability partnership firm, joint venture, or trust
10Term Description
or any other entity or organization validly constituted and/or incorporated
in the jurisdiction in which it exists and operates, as the context requires.
“Price Band” Price band of a minimum price of ₹95 per Equity Share (Floor Price) and
the maximum price of ₹100 per Equity Share (Cap Price) including any
revisions thereof.
A discount of 5% on the Issue Price (equivalent of ₹5 per Equity Share)
was offered to Eligible Employees bidding in the Employee Reservation
Portion. This Employee Discount was decided by our Company, in
consultation with the Book Running Lead Manager, in accordance with
the Book Building Process and the Red Herring Prospectus.
The above provided Price Band was justified based on quantitative factors/
KPIs disclosed in the ‘Basis for the Issue Price’ section of the RHP vis-a-vis
the weighted average cost of acquisition (“WACA”) and secondary
transactions, as applicable.
“Pricing Date” The date on which our Company, in this case being Friday, October 03,
2025, finalized the Issue Price in consultation with the BRLM.
“Prospectus” Prospectus dated October 4, 2025 to be filed with the RoC for this Issue in
accordance with Sections 26 and 32 of the Companies Act, 2013, and the
SEBI ICDR Regulations containing, inter alia, the Issue Price that is
determined at the end of the Book Building Process, the size of the Issue
and other information, including any addenda or corrigenda thereto.
“Public Issue Account” Bank account opened with the Public Issue Account Bank under Section
40(3) of the Companies Act, 2013, to receive monies from the Escrow
Account and ASBA Accounts on the Designated Date.
“Public Issue Account Bank(s)” Bank(s) which are a clearing member and registered with SEBI as a
banker to an issue and with whom the Public Issue Account is opened for
collection of Bid Amounts from Escrow Account and ASBA Account on
the Designated Date, in this case being Axis Bank Limited.
“QIB Category” or “QIB The portion of the Net Issue (including the Anchor Investor Portion)
Portion” having been not less than 50% of the Net Issue consisting of 9,627,860*
Equity Shares which was made available for allocation to QIBs (including
Anchor Investors), subject to valid Bids having been received at or above
the Issue Price or Anchor Investor Issue Price (for Anchor Investors).
*Subject to finalization of Basis of Allotment
“Qualified Institutional Buyers” Qualified institutional buyers as defined under Regulation 2(1) (ss) of the
or “QIBs” or “QIB Bidders” SEBI ICDR Regulations.
“Red Herring Prospectus” or The Red Herring Prospectus dated September 18, 2025 issued in
“RHP” accordance with Section 32 of the Companies Act, 2013 and the SEBI
ICDR Regulations, which did not have complete particulars of Issued
Price and which was filed with the RoC at least 3 (three) Working Days
before the Bid /Issue Opening Date and has become this Prospectus upon
filing with the RoC after the Pricing Date.
“Refund Account” The account opened with the Refund Bank, from which refunds, if any, of
the whole or part of the Bid Amount to the Anchor Investors shall be made
“Refund Bank” The Banker to the Issue with whom the Refund Account has been opened,
in this case being HDFC Bank Limited.
“Registered Brokers” Stock brokers registered with SEBI under the Securities and Exchange
Board of India (Stock Brokers) Regulations, 1992 and with the stock
exchanges having nationwide terminals, other than the BRLM and the
11Term Description
Syndicate Members and eligible to procure Bids in terms of circular
number CIR / CFD / 14 / 2012 dated October 14, 2012, and other
applicable circulars issued by SEBI.
“Registrar Agreement” The agreement dated March 21, 2025 entered between our Company and
the Registrar to the Issue in relation to the responsibilities and obligations
of the Registrar to the Issue pertaining to the Issue.
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to
Agents” or “RTAs” procure Bids at the Designated RTA Locations in terms of SEBI RTA
Master Circular, , and the UPI circular, as per the lists available on the
websites of BSE and NSE
“Registrar to the Issue” or KFin Technologies Limited
“Registrar”
“Resident Indian” A person resident in India, as defined under FEMA
“Retail Portion” The portion of the Net Issue having been not less than 35% of the Net Issue
comprising of 6,739,502* Equity Shares which was made available for
allocation to Retail Individual Bidders in accordance with the SEBI ICDR
Regulations, which shall not be less than the minimum Bid Lot, subject to
valid Bids having been received at or above the Issue Price.
*Subject to finalization of Basis of Allotment.
“Retail Individual Investors” or Bidders (including HUFs and Eligible NRIs) whose Bid Amount for
“RIIs” or “Retail Individual Equity Shares in the Issue was not more than ₹0.20 million in any of the
Bidders” or “RIBs” bidding options in the Issue (including HUFs applying through their Karta
and Eligible NRIs and does not include NRIs other than Eligible NRIs).
“Revision Form” The form used by the Bidders to modify the quantity of Equity Shares or
the Bid Amount in any of their Bid cum Application Forms or any previous
Revision Form(s), as applicable.
QIBs bidding in the QIB Category and Non-Institutional Investors bidding
in the Non-Institutional Portion were 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. RIIs, Eligible Employees bidding
in the Employee Reservation Portion (subject to the Bid Amount having
been up to ₹0.20 million) could revise their Bids during the Bid/ Issue
Period and withdraw their Bids until Bid/Issue Closing Date.
“SEBI ICDR Master Circular” SEBI master circular bearing reference number SEBI/HO/CFD/1MIRSD-
PoD /P/CIR/2024/0154, dated November 11, 2024, as amended
“SEBI RTA Master Circular” SEBI master circular bearing number SEBI/HO/MIRSD/POD-
1/P/CIR/2025/91 dated June 23, 2025
“Self-Certified Syndicate (i) The banks registered with the SEBI which offer the facility of ASBA
Bank(s)” or “SCSB(s)” and the list of which is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecogni
sedFpi=yes&intmId=34) and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time.
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list
of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognis
edFpi=yes&intmId=40.
Applications through UPI in the Issue can be made only through the
SCSBs mobile applications whose name appears on the SEBI website. A
list of SCSBs and mobile application, which, are live for applying in public
12Term Description
issues using UPI Mechanism is provided as Annexure ‘A’ to the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The
list is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi
=yes&intmId=43 and updated from time to time and at such other websites
as may be prescribed by SEBI from time to time.
“Specified Locations” Bidding centers where the Syndicate shall accept Bid cum Application
Forms, a list of which is included in the Bid cum Application Form.
“Specified Securities” Specified securities in terms of Regulation 2(1)(eee) of the SEBI ICDR
Regulations.
“Sponsor Bank” A Banker to the Issue which is registered with SEBI and is eligible to act
as a Sponsor Bank in a public issue in terms of applicable SEBI
requirements and has been appointed by the Company, in consultation
with the BRLM to act as a conduit between the Stock Exchanges and NPCI
to push the UPI Mandate Request in respect of UPI Bidders as per the UPI
Mechanism and carry out other responsibilities in terms of the UPI
Circulars, in this case being Axis Bank Limited and HDFC Bank Limited.
“Stock Exchanges” BSE Limited and National Stock Exchange of India Limited.
“Sub-Syndicate Members” The sub-syndicate members, if any, appointed by the BRLM and the
Syndicate Members, to collect ASBA Forms and Revision Forms.
“Syndicate Agreement” Agreement dated September 12, 2025 entered into among our Company,
the Registrar to the Issue, the BRLM and the Syndicate Member in relation
to collection of Bid cum Application Forms by Syndicate.
“Syndicate Member” Intermediary registered with the SEBI and permitted to carry out activities
as an underwriter, in this case Choice Equity Broking Private Limited.
“Syndicate or members of the Together, the BRLM and the Syndicate Members.
Syndicate”
“Systemically Important Non- Systemically important non-banking financial company as defined under
Banking Financial Company” Regulation 2(1)(iii) of the SEBI ICDR Regulations.
“Underwriters” The BRLM and the Syndicate Members
“Underwriting Agreement” The agreement dated October 3, 2025 between the Underwriters, are
Company and the Registrar to the issue.
“UPI” Unified payments interface, which is an instant payment mechanism,
developed by NPCI.
“UPI Bidders” Collectively, individual investors applying as (i) Retail Individual
Investors in the Retail Portion; (ii) Eligible Employees Bidding in
Employee Reservation Portion; and (iii) Non-Institutional Bidders with an
application size of up to ₹0.50 million in the Non-Institutional Portion, and
Bidding under the UPI Mechanism through ASBA Form(s) submitted with
Syndicate Members, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agent.
Pursuant to SEBI ICDR Master Circular issued by SEBI, all individual
investors applying in public issues where the application amount is up to
₹0.50 million shall use UPI and shall provide their UPI ID in the
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” SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/ 2018/138 dated
13Term Description
November 1, 2018, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular
number SEBI/HO/ CFD/DCR2/CIR/P/2019/133 dated November 8,
2019, SEBI ICDR Master Circular , 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, to the
extent any of these circulars are not rescinded by the SEBI RTA Master
Circular (to the extent applicable) and any subsequent circulars or
notifications issued by SEBI or Stock Exchanges in this regard as updated
from time to time
“UPI ID” ID created on the 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
application and by way of a SMS directing the UPI Bidders to such UPI
application) to the UPI Bidders initiated by the Sponsor Bank to authorize
blocking of funds equivalent to the Bid Amount in the relevant ASBA
Account through the UPI, and the subsequent debit of funds in case of
Allotment.
“UPI Mechanism” The Bidding mechanism that is used by Retail Individual Investors to
make Bids in the Issue in accordance with the UPI Circulars to make as
ASBA bid in the Issue.
“Wilful Defaulter” A wilful defaulter as defined in Regulation 2(1)(lll) of the SEBI ICDR
Regulations.
“UPI PIN” Password to authenticate UPI transaction.
“Working Day” All days on which commercial banks in Mumbai, India are open for
business, provided however, for the purpose of announcement of the Price
Band and the Bid/Issue Period, “Working Day” shall mean all days,
excluding all Saturdays, Sundays and public holidays on which
commercial banks in Jaipur, Rajasthan, India are open for business and the
time period between the Bid/Issue Closing Date and listing of the Equity
Shares on the Stock Exchanges, “Working Day” shall 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
Technical / Industry / Business related terms
Term Description
“APMC” Agricultural Produce Market Committee
“Asia Pacific” or “APAC” The region of the world adjoining the western Pacific Ocean
“B-to-B” or “B2B” business-to-business
“B-to-C or “B2C” business-to-customer
“Bio-Pesticides” 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.
“Bio-fertilizers” Bio-fertilizers are substances that contain microorganisms, which when
added to the soil increase its fertility and promotes plant growth
“BPKP” Bharatiya Prakritik Krishi Paddhati Programme
“CACP” Commission for agricultural costs & prices
“CAGR” Compound annual growth rate
“CIBRC” Central Insecticides Board & Registration Committee
14Term Description
“CIP” Central issue price
“CPI” Consumer price index
“CS” Capsule suspension
“EC” Emulsifiable concentrate
“FRE” First revised estimates
“FPOs” Farmer producer organisations
“Formulation Grade” or A mixture of active and other ingredients
“Formulations”
“Fungicide” Fungicide is a toxic substance used to kill or inhibit the growth of fungi and
generally used to control parasitic fungi that either cause economic damage
to crop or ornamental plants or endanger the health of domestic animals or
humans.
“GDP” Gross domestic product
“GFCF” Gross fixed capital formation
“GNDI” Gross national disposable income
“GVA” Gross value added
“Herbicides” Herbicide is a chemical agent for killing or inhibiting the growth of
unwanted plants, such as residential or agricultural weeds and invasive
species
“IIP" Index of industrial production
“Insecticide” Insecticide is a toxic substance that is used to kill insects. Such substances
are used primarily to control pests that infest cultivated plants or to
eliminate disease-carrying insects in specific areas.
“IPM” Integrated pest management
“Micro-nutrients” Nutrients required in trace amounts for critical physiological processes in
plants
“MSP” Minimum support price
“PE” Provisional estimates
“PFCE” Private final consumption expenditure
“PLI” Production-linked incentive
“PGRs” or “Plant growth Plant growth regulators are chemicals that influence the growth and
regulators” development of plants. They act similarly to hormones in humans and
animals, modifying physiological processes such as cell division,
elongation, flowering, and fruiting. PGRs can be naturally occurring (plant
hormones) or synthetic.
“PMGKY” PM Gareeb Kalyan Yojana
“ROCE” Return on capital employed
“ROE” Return on equity
“SC” suspension concentrate
“Technical Grade” or Technical grade is concentrated form of the ‘active ingredients’ which are
“Technicals” processed with other ingredients to develop formulations
“WDG” Water dispersible granules
“WP” Wettable powder
15Conventional and General Terms / Abbreviations
Term Description
“AAEC” Appreciable Adverse Effect on Competition
“A.Y.” or “AY” Assessment Year
“ABRY” Aatmanirbhar Bharat Rojgar Yojana
“A/C” Account
“AGM” Annual General Meeting
“AIF(s)” An alternative investment fund as defined in, and registered with SEBI
under, the Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012
“AS” or “Accounting Accounting Standards as issued by the Institute of Chartered Accountants
Standard” of India
“Associate” A person who is an associate of the issuer and as defined under the
Companies Act, 2013
“Authorized Dealers” Authorized Dealers registered with RBI under the Foreign Exchange
Management (Foreign Currency Accounts) Regulations, 2000
“Bn” or “bn” Billion
“BSE” BSE Limited
“CAGR” Compound Annual Growth Rate
“Category I FPI” FPIs registered as “Category I foreign portfolio investors” under the
Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019.
“Category II FPI” FPIs registered as “Category II foreign portfolio investors” under the
Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019.
“CCI” Competition Commission of India.
“CDSL” Central Depository Services (India) Limited.
“CIN” Corporate Identity Number.
“CMP” Current Market Price
“Companies Act, 1956” The erstwhile Companies Act, 1956 along with the relevant rules made
thereunder.
“Companies Act, 2013” or Companies Act 2013, as amended read with rules, regulations,
“Companies Act” clarifications and modifications thereunder.
“Competition Act” Competition Act, 2002, as amended and the rules and regulations made
thereunder.
“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.
“Consolidated FDI Policy” The extant consolidated FDI Policy, effective from October 15, 2020,
issued by the DPIIT, and any modifications thereto or substitutions thereof,
issued from time to time.
“Control” Control as defined under the Takeover Regulations, and the term
“Controlled” shall be construed accordingly.
“Copyright Act” Copyright Act, 1957.
“CPC” Code of Civil Procedure, 1908.
“CrPC” Code of Criminal Procedure, 1973.
“CSR” Corporate Social Responsibility.
“CY” Calendar year.
“Debt to Equity Ratio” Debt equity ratio is calculated as total borrowings divided by total equity.
16Term Description
“Depositories Act” The Depositories Act, 1996.
“Depository” A depository registered with under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996.
“DIN” Director Identification Number.
“DPIIT” Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry (formerly Department of Industrial Policy and
Promotion), GoI.
“DP ID” Depository Participant’s identity number.
“EBITDA” Earnings before interest, taxes, depreciation and Amortization excluding
other income.
“EBITDA Margin” EBITDA Margin is the percentage of EBITDA divided by revenue from
operations.
“EGM” Extraordinary General Meeting.
“EMI” Equated Monthly Installment
“EPS” Earnings per share.
“ERP” Enterprise Resource Planning.
“ESIS” Employees’ State Insurance Scheme.
“Euro” or “EUR” Euro, the official single currency of the participating member states of the
European Economic and Monetary Union of the Treaty establishing the
European Community.
“FCNR” Foreign currency non-resident account.
“FDI” Foreign Direct Investment.
“FDI Circular” The Consolidated Foreign Direct Investment Policy bearing DPIIT file
number 5(2)/2020-FDI Policy dated October 15, 2020, effective from
October 15, 2020, issued by the Department for Promotion of Industry and
Internal Trade, Ministry of Commerce and Industry, Government of India,
and any modifications thereto or substitutions thereof, issued from time to
time.
“FEMA” The Foreign Exchange Management Act, 1999 read with rules and
regulations thereunder.
“FEMA Non-Debt Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as
amended.
“Financial Year” or “Fiscals” The period of 12 months commencing on April 1 of the immediately
or “fiscal year” preceding calendar year and ending on March 31 of that particular calendar
year.
“FPIs” A foreign portfolio investor who has been registered pursuant to the SEB1
FPI Regulations.
“FVCI” Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000) registered with SEBI.
“GDP” Gross Domestic Product.
“GoI” or “Government” Government of India.
“GST” Goods and Services Tax.
“HUF(s)” Hindu Undivided Family(ies).
“ICAI” Institute of Chartered Accountants of India, New Delhi.
“ICRA” ICRA Limited.
“IFRS” International Financial Reporting Standards of the International
Accounting Standards Board.
“IMF” International Monetary Fund.
17Term Description
“Income Tax Act” Income-tax Act, 1961, read with the rules framed thereunder.
“Income Tax Rules” Income-tax Rules, 1962, as amended.
“Ind AS” The Indian Accounting Standards referred to in the Companies Act 2013
and Companies (Indian Accounting Standard) Rules, 2015, as amended.
“Indian GAAP” Generally Accepted Accounting Principles in India.
“INR” or “Rupee” or “₹” or Indian Rupee, the official currency of the Republic of India.
“Rs.”
“Ind AS 24” Indian Accounting Standard 24 issued by the ICAI.
“IPC” Indian Penal Code, 1860, as amended.
“IQF” Individual Quick Freezing.
“IRDAI” Insurance Regulatory and Development Authority of India.
“ISO” International Organization for Standardization.
“IST” Indian Standard Time.
“IT” Information Technology.
“KPIs” Key Performance Indicators.
“KVA” Kilovolt Ampere.
“MCA” The Ministry of Corporate Affairs, Government of India.
“Mn” Million.
“Mutual Funds” Mutual funds registered with the SEBI under the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996.
“N.A.” or “NA” Not Applicable.
“NACH” National Automated Clearing House.
“NAV” Net Asset Value.
“NEFT” National Electronic Fund Transfer.
“NPCI” National Payments Corporation of India.
“NRE accounts” NRI Non-Resident External account.
“NRI” or “Non-resident A person resident outside India, who is a citizen of India as defined under
Indian” the Foreign Exchange Management (Deposit) Regulations, 2016 or an
“Overseas Citizen of India” cardholder within the meaning of Section 7(A)
of the Citizenship Act, 1955.
“NRO accounts” Non-Resident Ordinary accounts.
“NSDL” National Securities Depository Limited.
“NSE” National Stock Exchange of India Limited.
“OCB” or “Overseas A company, partnership, society or other corporate body owned directly or
Corporate Body” indirectly to the extent of at least 60% by NRIs, including overseas trusts in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly as defined under the Foreign Exchange Management
(Deposit) Regulations, 2000, as amended from time to time. OCBs are not
allowed to invest in this Issue.
“P/E Ratio” Price/Earnings Ratio.
“p.a.” Per annum.
“PAN” Permanent account number.
“PAT” Profit after tax.
“PCB(s)” Pollution Control Board(s).
“PPE” Property Plant Equipment.
“Provident Fund” Provident fund for employees managed by the Employee’s Provident Fund
Organisation in India.
“RBI” Reserve Bank of India.
18Term Description
“Regulation S” Regulation S under the U.S. Securities Act.
“RoNW” Return on Net Worth.
“RTGS” Real Time Gross Settlement.
“SCRA” Securities Contract (Regulation) Act, 1956.
“SCRR” The Securities Contracts (Regulation) Rules, 1957.
“SCSB” Self-Certified Syndicate Bank.
“SCORES” Securities and Exchange Board of India Complaints Redress System.
“SEBI” Securities and Exchange Board of India established under Section 3 of the
SEBI Act, as amended.
“SEBI Act” Securities and Exchange Board of India Act, 1992, as amended.
“SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended.
“SEBI SBEB Regulations” Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021
“SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019, as amended.
“SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000, as amended.
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended.
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended.
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations,
Regulations” 1992, as amended.
“Sq. Ft.” or “sq. ft.” Square Feet.
“Sq. mtr.” or “sq. mtrs.” Square Meter.
“State Government” The government of a state in India.
“STT” Securities transaction tax.
“Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as amended.
“TAN” Tax deduction account number.
“TDS” Tax deducted at source.
TreDS Trade Receivables Discounting System.
“U.S.” or “United States” The United States of America, together with its territories and possessions,
any state of the United States of America and the District of Columbia.
“U.S. Securities Act” United States Securities Act of 1933, as amended.
“VAT” Value added tax.
“VCFs” Venture capital funds as defined in and registered with the SEBI under the
Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996 or the SEBI AIF Regulations, as the case may be.
Key Performance Indicators (as defined in the Basis for Offer Price section)
KPI Explanation for KPIs
Revenue from Operations (₹ Revenue from Operations is used by our management to track the revenue
in million) profile of our business and in turn helps assess the overall financial
performance of our Company and size of our business.
EBITDA (₹ in million) EBITDA provides information regarding the operational efficiency of our
business.
EBITDA Margin (in %) EBITDA Margin is an indicator of the operational profitability and financial
19KPI Explanation for KPIs
performance of our business.
Net Profit after tax (₹ in Net Profit after tax provides information regarding the overall profitability of
million) our business.
Net Profit Margin is an indicator of the overall profitability and financial
Net Profit Margin (in %)
performance of our business.
Return on Net Worth provides how efficiently our Company generates profits
Return on Net Worth (in %)
from shareholders’ funds.
Return on Capital Employed Return on Capital Employed provides how efficiently our Company
(in %) generates earnings from the capital employed in our business.
Debt-Equity ratio is a gearing ratio which compares shareholder’s equity to
Debt-Equity Ratio (in times) company debt to assess our company’s amount of leverage and financial
stability.
Days working capital is a metric that measures how many days it takes our
Days Working Capital
company to transform its working capital into sales cash flows.
20CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
Unless otherwise specified or the context otherwise requires, all references to "India" in this Prospectus are to
the Republic of India 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.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time ("IST"). Unless
indicated otherwise, all references to a year in this Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this
Prospectus.
In this Prospectus, for the purpose of restatement of financial information, the terms "we", "us", "our", "the
Company", "our Company", "Issuer", "Issuer Company", unless the context otherwise indicates or implies,
refers to "Advance Agrolife Limited".
Financial Data
Unless the context requires otherwise or as otherwise stated, the financial information in this Prospectus is
derived from our Restated Financial Statements, for the Fiscals 2025, 2024 and 2023, comprising the restated
statement of assets and liabilities for the Fiscals 2025, 2024 and 2023 , the restated statement of profit and loss
and other comprehensive income, the restated statement of cash flows and restated statement of changes in
equity for the and for the Fiscals 2025, 2024 and 2023, the summary statement 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, 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.
Our fiscal year commences on 1st April of each year and ends on 31st March of the next year. Therefore, all
references in this Prospectus to a particular Financial Year, Fiscal(s), Fiscal Year or FY, 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. In this Prospectus, any discrepancies in any table between
the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded off to
two decimal points.
There are significant differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has
not attempted to explain those differences or quantify their impact on the financial data included in this
Prospectus, nor do we provide a reconciliation of our financial statements to those of IFRS or any other
accounting principles or standards. If we were to prepare our financial statements in accordance with such
other accounting principles, our results of operations, financial condition and cash flows may be substantially
different. 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
US GAAP and International Financial Reporting Standards (“IFRS”), which investors may be more
familiar with and consider material to their assessment of our financial condition." on page 86. Prospective
investors should consult their own professional advisers for an understanding of the differences between these
accounting principles and those with which they may be more familiar. The degree to which the financial
information included in this 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 Prospectus should accordingly be limited.
Unless otherwise indicated, any percentage amounts, as set forth in this Prospectus, including in the Sections
titled "Risk Factors", "Our Business" and "Management’s Discussion and Analysis of Financial Condition
and Results of Operations" beginning on page 36, 216 and 350, respectively and elsewhere in this Prospectus,
have been calculated on the basis of the Restated Financial Statements of our Company included in this
21Prospectus.
Currency and Units of Presentation
All references to "Rupees", "Rs.", "INR" or "₹" are to Indian Rupees, the official currency of the Republic of
India. All references to "£" or "GBP" are to Great Britain Pound, the official currency of the United Kingdom.
All references to "$", "US$", "USD", "U.S. $" or "U.S. Dollars" are to United States Dollars, the official
currency of the United States of America.
All figures in decimals (including percentages) have been rounded off to one or two decimals, or to the nearest
whole number. Our Company has presented certain numerical information in this Prospectus in “million” units
or in whole numbers where the numbers have been too small to represent in such units. One million represents
1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh
represents 100,000 and one crore represents 10,000,000. In this Prospectus, any discrepancies in any table
between the total and the sums of the amounts listed therein are due to rounding-off. However, where any
figures that may have been sourced from third-party industry sources are expressed in denominations other
than million in their respective sources, such figures appear in this Prospectus expressed in such denominations
as provided in such respective sources. In this Prospectus, (i) the sum or percentage change of certain numbers
may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain
tables may not conform exactly to the total figure given for that column or row. Any such discrepancies are
due to rounding off.
Non-GAAP Financial Measures
Certain Non-GAAP Measures and certain other statistical information relating to our operations and financial
performance like EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Gross Profit,
Gross Profit Margin, PAT Margin, CAGR Net Asset Value per Equity Share, Return on Net worth, Net worth,
EBIT, Capital Employed, Return on Capital Employed and others (“Non-GAAP Measures”), have been
included in this Prospectus. We compute and disclose such Non-GAAP Measures and such other statistical
information relating to our operations and financial performance as we consider such information to be useful
measures of our business and financial performance. These Non-GAAP financial measures are supplemental
measures of our performance and liquidity that are not required by, or presented in accordance with, Ind AS,
Indian GAAP, IFRS or US GAAP. Further, these Non-GAAP financial measures 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 financial measures are not standardized terms, hence a
direct comparison of these Non-GAAP financial measures between companies may not be possible. These
Non-GAAP 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 and hence have limited usefulness as a comparative measure. For details, see “Risk
Factors – We have in this Prospectus included certain non-GAAP financial measures and certain other
industry measures related to our operations and financial performance. These non-GAAP measures and
industry measures may vary from any standard methodology that is applicable across the industry in which
we operate, and therefore may not be comparable with financial or industry related statistical information
of similar nomenclature computed and presented by other companies” on page 84.
Industry and Market Data
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Industry Report on Agrochemical Sector” dated March 24, 2025 and updated in August 2025
prepared and issued by CARE Analytics and Advisory Private Limited (“CareEdge Research”) (the
“CareEdge Report”), which has been exclusively commissioned and paid for by our Company in connection
with the Issue pursuant to a mandate letter dated November 5, 2024. CareEdge Research is an independent
agency which has no relationship with our Company, our Promoters and any of our Directors or KMPs or
22SMPs. The data included herein includes excerpts from the CareEdge Report and may have been re-ordered
by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the
proposed Issue), 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.advanceagrolife.com/web/material_contracts. until the Bid/Issue Closing Date.
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 year. Actual results and future events could differ materially from such forecasts, estimates,
predictions, or such statements. Although the industry and market data used in this Prospectus is reliable,
industry sources and publications may base their information on estimates and assumptions that may prove to
be incorrect. Further, industry sources and publications are also prepared based on information as of specific
dates and may no longer be current or reflect current trends. The extent to which industry and market data set
forth in this Prospectus is meaningful depends on the reader’s familiarity with and understanding of the
methodologies used in compiling such data. There are no standard data gathering methodologies in the
industry in which we conduct our business, and methodologies and assumptions may vary widely among
different industry sources.
In making any decision regarding the transaction, the recipient should conduct its own investigation and
analysis of all facts and information contained in the prospectus and the recipient must rely on its own
examination and the terms of the transaction, as and when discussed. For risks in relation to the CareEdge
Report, see “Risk Factors – Certain sections of this Prospectus disclose information from the CareEdge
Report which have been commissioned and paid for by us exclusively in connection with the Issue and any
reliance on such information for making an investment decision in the Issue is subject to inherent risks”
on page 77.
Exchange Rates
This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.
(in ₹)
Currency Exchange rate as on
March 31, 2025*# March 31, 2024*# March 31, 2023*#
1 US$ 85.58 83.37 82.22
1 GBP 110.74 105.29 101.87
*If the RBI reference rate is not available on a particular date due to a public holiday, exchange rate of the previous working day has been
disclosed
#Rounded off to two decimal places.
Source: www.fbil.org.in and www.fedai.org.in
23FORWARD-LOOKING STATEMENTS
This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally
can be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “expect”,
“estimate”, “intend”, “likely to”, “objective”, “plan”, “project”, “propose”, “will”, “seek to”, “will continue”,
“will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies,
objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to
risks, uncertainties, expectations and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. All statements in this Prospectus that are
not statements of historical fact constitute ‘forward-looking statements’. All statements regarding our expected
financial conditions and results of operations, business plans and objectives, strategies and goals and prospects
are 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. This could be due to risks or
uncertainties associated with expectations relating to, and including, regulatory changes pertaining to the
industries in India in which we operate and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic
and political conditions in India which have an impact on its 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, changes in the incidence of any natural calamities and/ or violence, regulations and
taxes and changes in competition in the industries in which we operate.
Certain important factors that could cause actual results to differ materially from our expectations include but
are not limited to:
1. Any change in Government policies towards the agriculture sector or a reduction in subsidies and
incentives provided to farmers could adversely affect our business and results of operations.
2. Our manufacturing facilities, supply chains, and primary customer base are located within India, with
limited exposure to international markets.
3. Inability to meet quality standards prescribed by regulatory authorities in India and export markets
may adversely impact our business, reputation, and operations.
4. In the event of abnormal or exceptional circumstances, the Company may incur significant or material
losses on account of bad debts, which could adversely affect its financial condition and results of
operations.
5. Our Company intends to utilize a portion of the Net Proceeds of the Issue towards meeting the
significant working capital requirements of our Company which are based on certain assumptions
and estimates and have not been appraised by any bank or financial institution.
6. Our Statutory Auditors has included a remark in connection with the Companies (Auditor’s Report)
Order, 2020/ Companies (Auditor’s Report) Order, 2016.
7. We are exposed to credit risk from our customers and the recoverability of our trade receivables is
subject to uncertainties. We generally extend a credit period to our customers, which exposes us to
credit risk.
8. Our Company’s Directors or Promoters may enter into ventures that may lead to real or potential
conflicts of interest with our business.
9. A major portion of our revenue from operations is dependent upon a limited number of customers
and the loss of any of these customers or loss of revenue from any of these customers could have a
material adverse effect on our business, financial condition, results of operations and cash flows.
10. Our Manufacturing Facilities, Registered Office and Corporate Office are located in Jaipur in the
state of Rajasthan, India, whereas a majority of our revenue from operations are generated from key
agricultural belt states of India, including Rajasthan, Punjab, Uttar Pradesh, Haryana, Madhya
Pradesh, and Gujarat which exposes our operations to potential geographical concentration risks
arising from local and regional factors which may adversely affect our operations and in turn our
business, results of operations and cash flows.
For details regarding factors that could cause actual results to differ from expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
24Operations” beginning on page 36, 216 and 350, 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
gains or losses could materially differ from those that have been estimated.
There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such
forward-looking statements and not to regard such statements to be a guarantee of our future performance.
Forward-looking statements reflect current views on the date of this Prospectus and are not a guarantee of
future performance. These statements are based on our management’s beliefs and assumptions, which in turn
are based on currently available information. Although we believe the assumptions upon which these forward-
looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the
forward-looking statements based on these assumptions could be incorrect. Neither our Company, our
Promoter, our Directors, the BRLM, the Syndicate Members nor 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 and the BRLM will ensure that the Bidder in
India are informed of material developments until the time of the grant of listing and trading permission by
the Stock Exchanges for the Equity shares pursuant to the Issue.
25SUMMARY OF THE ISSUE DOCUMENT
The following is a general summary of the terms of the Issue and is not exhaustive, nor does it purport to
contain a summary of all the disclosures in this 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 Prospectus, including "Risk Factors", "The Issue", "Capital Structure", "Objects
of the Issue", "Industry Overview", "Our Business", "Restated Financial Statements", "Outstanding
Litigation and Material Developments", "Issue Procedure", and " Description of Equity Shares and Terms
of the Articles of Association" on pages 36, 91, 109, 132, 157, 216, 296, 380, 422 and 446 respectively.
Summary of Business
We are an agrochemical company engaged in manufacturing a wide range of agrochemical products that
support the entire lifecycle of crops. Our products are designed for use in the cultivation of major cereals,
vegetables, and horticultural crops across both agri-seasons (Kharif and Rabi) in India. As on the date of this
Prospectus, we have received four hundred and ten (410) generic registrations comprising of three hundred
and eighty (380) Formulation Grade registration and thirty (30) Technical Grade registration for the
agrochemicals.
Our major product portfolio includes insecticides, herbicides, fungicides, plant growth regulators. We also
manufacture other agrochemical products such as micro-nutrient fertilizers and bio fertilizers. Further, as on
date, we manufacture Technical Grade and Formulation Grade agrochemicals products through our integrated
Manufacturing Facilities. Technical Grade refer to the raw, unprocessed forms of active ingredients used in
the production of agrochemical formulations such as pesticides, herbicides, fungicides, and fertilizers
(“Technicals/Technical Grade”). Formulations Grade are finished products that combine active ingredients,
which target pests, weeds, or plant diseases, with additives that enhance performance, stability, and usability
(“Formulations/Formulation Grade”). These components are carefully blended in specific proportions to
achieve well-defined target characteristics, ensuring effective crop protection solutions.
Our products are primarily sold domestically through direct sales to corporate customers on B-2-B basis,
across the country, particularly in nineteen (19) states and two (2) union territories. In addition to serving
domestic market, our products were also exported to seven (7) countries including UAE, Bangladesh, China
(including Hong Kong), Turkey, Egypt, Kenya and Nepal for the Fiscal 2025, Fiscal 2024 and Fiscal 2023.
The following table sets forth a breakdown of our revenues from operations in India and our revenue from
operations outside India, in absolute terms and as a percentage of total revenue from operations, for the periods
indicated:
(₹ in millions except for percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % to the Revenue % to the Revenue % to the
total total total
revenue revenue revenue
Domestic Revenue 4,921.11 97.98% 4301.95 94.36% 3634.28 91.36%
Export Revenue 98.07 1.95% 251.42 5.51% 336.34 8.45%
Others* 3.42 0.07% 5.62 0.12% 7.44 0.19%
Total Revenue 5,022.60 100.00% 4558.99 100.00% 3978.06 100.00%
from Operations
*others include export incentive received
* As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025.
Summary of Industry
During 2019-2024, the market size of the global crop protection & nutrition industry grew at a CAGR of 6.2%
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.
26India, the world's fourth-largest producer of crop-protection chemicals, stands as a foundation of the global
agricultural landscape, trailing only the USA, Japan, and China. Contributing to 14% of the global market
share, India’s crop-protection industry not only bolsters the nation’s economy but also drives growth in its
agricultural sector. By enhancing crop yields and minimizing losses, the sector plays a pivotal role in meeting
the food demands of both domestic and international markets.
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 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. (Source: CareEdge Report)
Names of our Promoters
Om Prakash Choudhary, Kedar Choudhary, Geeta Choudhary and Manisha Choudhary are the Promoters of
our Company. For further details, see “Our Promoters and Promoter Group” on page 288.
Issue Size
The Issue comprises issue of up to 19,285,720* Equity Shares aggregating up to ₹1,928.42 million.
*Subject to finalization of basis of allotment
This Issue included a reservation of up to 30,000 Equity Shares aggregating up to ₹2.85 million (constituting
up to 0.05% of the post-Issue paid-up Equity Share capital of our Company) for subscription by Eligible
Employees (the “Employee Reservation Portion”). Our Company, in consultation with the Book Running
Lead Manager, offered a discount of 5% (equivalent of ₹5 per Equity Share) to the Issue Price to Eligible
Employees Bidding under the Employee Reservation Portion (“Employee Discount”).
The Issue less the Employee Reservation Portion is herein after referred to as “Net Issue”.
The Issue and Net Issue shall constitute 30.00% and 29.95% of the post Issue paid up Equity Share capital of
our Company, respectively. For further details, see “The Issue” and “Issue Structure” on pages 91 and 417,
respectively.
Objects of the Issue
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
No. Objects Estimated Amount
(₹ in million)
1. Funding working capital requirements of our Company 1,350.00
2. General corporate purposes 340.87
Total utilization of net proceeds 1,690.87
.
For further details, see "Objects of the Issue" beginning on page 132.
Aggregate pre-Issue shareholding of our Promoters and Promoter Group
The aggregate pre-Issue shareholding of our Promoters and Promoter Group as on the date of this Prospectus,
as a percentage of the pre-Issue paid-up Equity Share capital of our Company is set out below:
27No. Name of the Shareholder Number of Equity Percentage of the Equity Percentage of the Post-
Shares Share capital (%) Issue Equity Share
capital (%)
Promoters
1. Om Prakash Choudhary 24,376,380 54.17 37.92
2. Kedar Choudhary 16,223,220 36.05 25.24
3. Geeta Choudhary 1,630,000 3.62 2.54
4. Manisha Choudhary 1,476,400 3.28 2.30
Sub-total (A) 43,706,000 97.12 67.99
Promoter Group
5. Kamla Devi Jat 1,224,000 2.72 1.90
Sub-total (B) 1,224,000 2.72 1.90
Total (A+B) 44,930,000 99.84 69.89
Shareholding of Promoter, Promoter Group and Additional top 10 Shareholders of our Company
Set out below is the shareholding of our Promoter, Promoter Group and Additional top 10 Shareholders as of
the date of this Prospectus.
Sr. Pre-Issue shareholding Post-Issue shareholding as at Allotment(3)
No. Shareholders Number Share At the lower end of the At the upper end of
of Equity holding price band (₹95) the price band
Shares (2) (in %) (₹100)
(2) Number of Share Number Share
Equity holding of Equity holding
Shares (2) (in %)(2) Shares(2) (in
%)(2)
1. Om Prakash 24,376,380 54.17 24,376,380 37.92 24,376,380 37.92
Choudhary
Kedar 16,223,220 36.05 16,223,220 25.24 16,223,220 25.24
Choudhary
Geeta 1,630,000 3.62 1,630,000 2.54 1,630,000 2.54
Choudhary
Manisha 1,476,400 3.28 1,476,400 2.30 1,476,400 2.30
Choudhary
Promoter 1,224,000 2.72 1,224,000 1.90 1,224,000 1.90
Group (1)
2. Bhuda Ram 10,000 0.02 10,000 0.02 10,000 0.02
Dhayal
3. Sunil Kumar 10,000 0.02 10,000 0.02 10,000 0.02
4. Ravindra 10,000 0.02 10,000 0.02 10,000 0.02
Panwar
5. Devi Lal 10,000 0.02 10,000 0.02 10,000 0.02
Jangid
6. Mewa Ram 10,000 0.02 10,000 0.02 10,000 0.02
Mehta
7. Vishnu Kumar 10,000 0.02 10,000 0.02 10,000 0.02
Jangir
8. Narendra 10,000 0.02 10,000 0.02 10,000 0.02
Choudhary
(1) The Promoter Group shareholder is Kamla Devi Jat.
2) Includes all options, if any, that have been exercised until date of Prospectus and any transfers of Equity Shares by existing
shareholders after the date of the pre-Issue and Price Band advertisement until the date of this Prospectus.
3) Based on the Issue price of ₹100 per equity and subject to finalisation of the basis of allotment.
For further details, see "Capital Structure" beginning on page 109.
28Summary of Restated Financial Information
A summary of the financial information of our Company as derived from the Restated Financial Statements
as of and for the, Fiscal 2025, Fiscal 2024 and Fiscal 2023 are as follows:
(in ₹ million unless indicated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Share Capital 450.00 45.00 45.00
Net worth 1008.73 752.64 506.00
Revenue from Operations 5022.60 4,558.99 3,978.06
Profit/(loss) after tax 256.38 247.32 148.68
Earnings per share (basic) (in ₹) 5.70 5.50 3.30
Earnings per share (diluted) (in ₹) 5.70 5.50 3.30
Net Asset Value per Equity Share 22.42 16.73 11.24
Total Borrowings 804.53 454.55 252.89
1. Net Worth is calculated as the sum of equity share capital and other equity of the Company;
2. Basic EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average no. of equity shares
outstanding during the year
3. Diluted EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average no. of diluted
equity shares outstanding during the year
4. The Equity shares and basic/diluted earnings per share has been presented to reflect the adjustments as per INDAS 33.
5. Net Asset Value per share = Net Worth at the end of the year divided by weighted average no. of equity shares outstanding
during the year.
6. Total borrowings is the sum of long term borrowings, short term borrowings and lease liabilities.
For further details, see “Financial Information” beginning on page 296.
Qualifications of the Auditors which have not been given effect to in the Restated Financial Statements
There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated
Financial Statements of our Company for the Fiscals ended 2025, 2024 and 2023 and the examination report
thereon.
In addition, our Statutory Auditors are required to comment upon the matters included in the Companies
(Auditor's Report) Order, 2020/ Companies (Auditor's Report) Order, 2016 (together, the “CARO Report”)
issued by the Central Government of India under Section 143(11) of the Companies Act, 2013 on the audited
financial statements as at and for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
For a complete reproduction of the statements/comments included in the CARO Report, which do not require
any adjustments in our Restated Financial Information, please see “Restated Financial Statements” and
“Management's Discussion and Analysis of Financial Conditions and Results of Operations” on pages 296
and 350, respectively.
Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, our Directors, our Promoters and
our KMPs and SMPs as on the date of this Prospectus is provided below:
(₹ in million)
Nature of Cases Number of Amount
outstanding cases Involved*
Litigation involving our Company
Criminal proceedings against our Company 5 Not ascertainable
Criminal proceedings by our Company 60 28.21
Material civil litigation against our Company - -
Material civil litigation by our Company - -
Actions by statutory or regulatory Authorities - -
Direct and indirect tax proceedings 4 3.33
29Nature of Cases Number of Amount
outstanding cases Involved*
Compunding applications filed by our Company 1 Not ascertainable
Litigation involving our Directors (other than Promoters)
Criminal proceedings against our Directors (other than - -
Promoters)
Criminal proceedings by our Directors (other than 1 Not ascertainable
Promoters)
Material civil litigation against our Director (other than 1 Not ascertainable
Promoters)
Material civil litigation by our Director (other than - -
Promoters)
Actions by statutory or regulatory authorities - -
Direct and indirect tax proceedings 3 0.14
Litigation involving our Promoters
Criminal proceedings against our Promoters 1 Not ascertainable
Criminal proceedings by our Promoters 1 1.00
Material civil litigation against our Promoters - -
Material civil litigation by our Promoters - -
Actions by statutory or regulatory authorities - -
Direct and indirect tax proceedings - -
Litiagtion involving our KMP and SMP
Criminal proceedings against our KMP and SMP 4 Not ascertainable
Criminal proceedings by our KMP and SMP - -
Actions by statutory or regulatory authorities - -
Direct and indirect tax proceedings - -
*To the extent quantifiable.
For further details on the outstanding litigation proceedings, see "Outstanding Litigation and Material
Developments" and "Risk Factors" beginning on page 380 and page 36, respectively.
Risk factors
Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. Details
of our top 10 risk factors are set forth below.
1. Any change in Government policies towards the agriculture sector or a reduction in subsidies and
incentives provided to farmers could adversely affect our business and results of operations.
2. Our manufacturing facilities, supply chains, and primary customer base are located within India, with
limited exposure to international markets.
3. Inability to meet quality standards prescribed by regulatory authorities in India and export markets may
adversely impact our business, reputation, and operations.
4. In the event of abnormal or exceptional circumstances, the Company may incur significant or material
losses on account of bad debts, which could adversely affect its financial condition and results of
operations.
5. Our Company intends to utilize a portion of the Net Proceeds of the Issue towards meeting the significant
working capital requirements of our Company which are based on certain assumptions and estimates and
have not been appraised by any bank or financial institution.
6. Our Statutory Auditors has included a remark in connection with the Companies (Auditor’s Report)
Order, 2020/ Companies (Auditor’s Report) Order, 2016.
7. We are exposed to credit risk from our customers and the recoverability of our trade receivables is subject
to uncertainties. We generally extend a credit period to our customers, which exposes us to credit risk.
8. Our Company’s Directors or Promoters may enter into ventures that may lead to real or potential conflicts
of interest with our business.
9. A major portion of our revenue from operations is dependent upon a limited number of customers and the
loss of any of these customers or loss of revenue from any of these customers could have a material
adverse effect on our business, financial condition, results of operations and cash flows.
3010. Our Manufacturing Facilities, Registered Office and Corporate Office are located in Jaipur in the state of
Rajasthan, India, whereas a majority of our revenue from operations are generated from key agricultural
belt states of India, including Rajasthan, Punjab, Uttar Pradesh, Haryana, Madhya Pradesh, and Gujarat
which exposes our operations to potential geographical concentration risks arising from local and regional
factors which may adversely affect our operations and in turn our business, results of operations and cash
flows.
For further details, see "Risk Factors" on page 36.
Summary of contingent liabilities
The following is a summary table of our contingent liabilities as on and Fiscals 2025, 2024, 2023.
(₹in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Corporate Social Responsibility** 12.57 - -
Central Excise and Service Tax* - 0.27 -
Goods and Service Tax*** 2.70 - -
*Subsequent to the period, a favorable order was passed by the appellate authority in favor of the company on January 13, 2025.
**The Company has not spent the mandated Corporate Social Responsibility (CSR) amounts for the following financial years:
₹10,46,936.96 for FY 2020–21, ₹17,66,857 for FY 2021–22, ₹23,10,195 for FY 2022–23, and ₹11,59,750 for FY 2023–24. In accordance
with the provisions of Section 135(7) of the Companies Act, 2013, such non-compliance may attract a penalty on the Company equal to
twice the unspent amount or ₹1 crore, whichever is lower. Accordingly, the total potential liability amounts to ₹1,25,67,468. Since no
penalty has yet been imposed by the authorities and the matter is subject to interpretation and further regulatory action.
*** On the basis of the appeal filed and as per legal advice obtained by the Company, wherever applicable, the Company is confident of
winning the above case of Rs 2.70 million and is of the view that no provision is required in respect of above cases.
For details, see "Restated Financial Statements" beginning on page 296.
Summary of Related Party Transactions
A summary of related party transactions entered into by our Company with related parties and as disclosed in
the Restated Financial Information for Fiscal 2025, 2024 and 2025 are as follows is set forth below:
(₹in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
revenue revenue revenue
from from from
operations operations operations
Remuneration/ Salary
Om Prakash Choudhary 6.20 0.12% 4.50 0.10% 3.60 0.09%
Kedar Choudhary 6.20 0.12% 4.50 0.10% 3.60 0.09%
Geeta Choudhary 1.20 0.02% 1.11 0.02% 1.08 0.03%
Manisha Choudhary 1.20 0.02% 1.11 0.02% 0.84 0.02%
Narendra Choudhary 0.48 0.01% 0.18 0.00% 0.00 0.00%
Mewa Ram Mehta 0.85 0.02% 0.00 0.00% 0.00 0.00%
Nisha Gupta 0.20 0.00% 0.00 0.00% 0.00 0.00%
Director Setting Fees
Seema Singh 0.09 0.00% 0.00 0.00% 0.00 0.00%
Rakesh Verma 0.09 0.00% 0.00 0.00% 0.00 0.00%
Manjit Singh Kochar 0.09 0.00% 0.00 0.00% 0.00 0.00%
Sale of Goods
Hok Agrichem Private Limited 879.98 17.52% 451.37 9.90% 0.00 0.00%
Income from Manpower Supply
31Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
revenue revenue revenue
from from from
operations operations operations
Hok Agrichem Private Limited 0.00 0.00% 9.80 0.21% 0.00 0.00%
Purchases of Goods
Hok Agrichem Private Limited 1.82 0.04% 0.00 0.00% 0.00 0.00%
Discount Given
Hok Agrichem Private Limited 50.23 1.00% 26.35 0.58% 0.00 0.00%
Reimbursement of expenses
incurred for business purposes
Om Prakash Choudhary 0.00 0.00% 0.00 0.00% 0.09 0.00%
Kedar Choudhary 2.26 0.04% 0.00 0.00% 0.00 0.00%
Corporate Social Responsibility
Expenditure
Bhura Ram Hanuman Sahai 4.51 0.09% 0.61 0.01% 0.00 0.00%
Foundation (Trust)
Note: The sale of goods and trade receivables to HOK Agrichem Private Limited has increased in Fiscal 2024
and in the Fiscal 2025 primarily due to the strategic shift of B2C operations to HOK Agrichem. The increase
in the percentage of related party sales is a result of seasonal demand patterns in the first half of the year,
combined with increased order volume from HOK Agrichem as it scaled up its retail presence.
Closing Balance
(₹in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Outstanding Salary
Om Prakash Choudhary (2.28) 1.10 1.71
Kedar Choudhary (2.09) 1.07 0.79
Geeta Choudhary 0.09 0.82 0.74
Manisha Choudhary 0.13 0.51 0.52
Narendra Choudhary 0.04 0.00 0.00
Seema Singh 0.07 0.00 0.00
Rakesh Verma 0.07 0.00 0.00
Manjit Singh Kochar 0.05 0.00 0.00
Mewa Ram Mehta 0.07 0.00 0.00
Nisha Gupta 0.06 0.00 0.00
Trade Receivables
766.45
Hok Agrichem Private Limited 392.64 0.00
Note: Percentage from Revenue from Operations are appearing as “₹ 0.00’’ due to presentation of figures in nill
For further details of the related party transactions and as reported in the Restated Financial Statements, see
"Restated Financial Statements" beginning on page 296.
Financing Arrangements
There have been no financing arrangements whereby 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 relevant financing entity during a period of six months immediately preceding the date of this Prospectus.
32Weighted average price at which the Equity Shares were acquired by our Promoters in the one year
preceding the date of this Prospectus
Name of the Promoter Number of equity shares acquired in Weighted average price per
the one year preceding the date of Equity Share (₹)*
this Prospectus
Om Prakash Choudhary 2,19,38,742 Nil^
Kedar Choudhary 1,46,00,898 Nil^
Geeta Choudhary 14,67,000 Nil^
Manisha Choudhary 13,28,760 Nil^
* As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
^Nil consideration on account of issue of bonus shares in the ratio of 9:1.
Average Cost of Acquisition of Equity Shares by our Promoters
Name of the Promoter Number of Equity Shares held Average cost per Equity Share
as on the date of the Prospectus (₹)*
Om Prakash Choudhary 2,43,76,380 0.59
Kedar Choudhary 1,62,23,220 0.47
Geeta Choudhary 16,30,000 3.50
Manisha Choudhary 14,76,400 1.00
*As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
Weighted average cost of acquisition of all shares transacted in (i) last one (1) year; (ii) last eighteen
(18) months and (iii) last three (3) years preceding the date of this Prospectus
Period WACA Cap Price is Range of acquisition price:
(in ₹) ‘X’ times the lowest price – highest price
Weighted (₹)**
Average Cost
of Acquisition
Last one (1) year preceding the date of this
Nil# Nil Nil
Prospectus
Last eighteen (18) months preceding the date of
Nil# Nil Nil
this Prospectus
Last three (3) years preceding the date of this
1.00^ 100 Nil-10
Prospectus
*As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025
#Nil consideration on account of issue of bonus shares in the ratio of 9:1.
^ Adjusted for bonus shares allotted in the ratio of 9 equity shares for every 1 equity share held pursuant to board resolution dated
February 20,2025.
Details of price at which equity shares were acquired by our Promoters, members of the Promoter
Group and Shareholders with right to nominate directors or other rights in the last three years
preceding the date of this Prospectus
There are no Shareholders with nominee director or other special rights.
Except as stated below, none of our Promoters, members of our Promoter Group have acquired any Equity
Shares in the three years immediately preceding the date of this Prospectus:
Number of Acquisition
Nature of
Name of Date of Equity Face Value price per
Transactio
Shareholder acquisition Shares (₹) Equity
n
acquired Share (in ₹)
Promoters
Om Prakash February 20, 21,938,742 10.00 Nil Bonus Issue
Choudhary 2025
33Number of Acquisition
Nature of
Name of Date of Equity Face Value price per
Transactio
Shareholder acquisition Shares (₹) Equity
n
acquired Share (in ₹)
Kedar Choudhary February 20, 14,600,898 10.00 Nil Bonus Issue
2025
Geeta Choudhary February 20, 1,467,000 10.00 Nil Bonus Issue
2025
Manisha February 20, 1,328,760 10.00 Nil Bonus Issue
Choudhary 2025
Promoter Group
Kamla Devi Jat February 20, 1,101,600 10.00 Nil Bonus Issue
2025
Details of Pre-IPO Placement
Our Company does not propose to undertake any pre-IPO Placement.
An Issue of equity shares for consideration other than cash in the last one year
Except as stated below, our Company has not issued any Equity Shares for consideration other than cash in
the last one year preceding the date of this Prospectus.
Date of allotment Number of Face value Issue Price Reason for Name of Benefits
Equity per Equity per Equity allotment allottees accrued to our
Shares Share (₹) Share (₹) Company
allotted
February 20, 2025 4,05,00,000 10 Nil Bonus issue Allotment of Capitalization
in the ratio of 2,19,38,742 of Reserves &
9:1 i.e. 9 Equity Surplus
fully paid-up Shares to Om
Equity Prakash
shares Choudhary,
against 1 1,46,00,898
existing fully Equity
paid-up Shares to
Equity Kedar
Shares held Choudhary,
by the 14,67,000
existing Equity
Shareholders Shares to
Geeta
Choudhary,
13,28,760
Equity
Shares to
Manisha
Choudhary,
11,01,600
Equity
Shares to
Kamla Devi
Jat,
9,000,Equity
Shares to
Mewa Ram
Mehta, 9,000
Equity
Shares to
34Date of allotment Number of Face value Issue Price Reason for Name of Benefits
Equity per Equity per Equity allotment allottees accrued to our
Shares Share (₹) Share (₹) Company
allotted
Devi Lal
Jangid, 9,000
Equity
Shares to
Vishnu
Kumar
Jangid, 9,000
Equity
Shares to
Budha Ram
Dhayal,
9,000 Equity
Shares to
Sunil Kumar
Dhaka, 9,000
Equity
Shares to
Ravindra
Panwar and
9,000 Equity
Shares to
Narendra
Choudhary
Split / Consolidation of Equity Shares in the last one year
Our Company has not undertaken any split or consolidation of Equity Shares in the last one year as on the
date of this Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not taken any exemption from complying with any provisions of the Securities Law from
SEBI as on the date of this Prospectus.
(The remainder of this page is intentionally left blank)
35SECTION II –RISK FACTORS
An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider
all the information in this Prospectus, including the risks and uncertainties described below, before making
an investment in our Equity Shares. In making an investment decision, prospective investors must rely on their
own examination of our Company and the terms of this Issue including the merits and risks involved. Any
potential investor in, and subscriber of, the Equity Shares should also pay particular attention to the fact that
we are governed in India by a legal and regulatory environment which in some material respects may be
different from that which prevails in other countries. The risks and uncertainties described in this Section are
not the only risks and uncertainties we currently face. Additional risks and uncertainties not known to us or
that we currently deem immaterial may also have an adverse effect on our business. If any of the following
risks, or any other risks that are not currently known or are currently deemed immaterial, actually occur, our
business, results of operations and financial condition could suffer, the price of our Equity Shares could
decline, and you may lose all or any part of your investment. Additionally, our business operations could also
be affected by additional factors that are not presently known to us or that we currently consider as immaterial
to our operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or
quantify the financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the
financial information of our Company used in this Section is derived from our Restated Financial Statements
prepared in accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR
Regulations. To obtain a better understanding, you should read this Section in conjunction with “Our
Business” on page 216, “Industry Overview” on page 157 and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on page 350 as well as other financial information
contained herein. For capitalized terms used but not defined herein, see “Definitions and Abbreviation” on
page 1.
Materiality:
The Risk Factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality of Risk Factors:
• Some risks may not be material individually but may be material when considered collectively;
• Some risks may have an impact which is qualitative though not quantitative; and
• Some risks may not be material at present but may have a material impact in the future.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed
in the risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable
and hence the same has not been disclosed in such risk factors. Unless otherwise stated, the financial
information of the Company used in this Section is derived from our financial statements under Ind AS, as
restated in this Prospectus. Unless otherwise stated, we are not in a position to specify or quantify the financial
or other risks mentioned herein. The numbering of the risk factors has been done to facilitate ease of reading
and reference and does not in any manner indicate the importance of one risk factor over another.
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. This Prospectus also contains forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including the considerations described below
and elsewhere in this Prospectus. For further details, see “Forward-Looking Statements” on page 24.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled Industry Research Report on Agrochemical Sector dated March 24, 2025 prepared and issued
by CARE Analytics and Advisory Private Limited (“CareEdge Research”) (the “CareEdge Report”), which
has been exclusively commissioned and paid for by our Company in connection with the Issue pursuant to an
engagement letter dated November 5, 2024. CareEdge Research is an independent agency which has no
relationship with our Company, our Promoters, Promoter Group and any of our Directors or KMPs or SMPs.
Unless otherwise indicated, financial, operational, industry and other related information derived from the
36CareEdge 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.advanceagrolife.com until the Bid/Issue Closing Date.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the
financial or other implications of any of the risks described in this Section. In making an investment decision,
prospective investors must rely on their own examination of our Company and Subsidiary and the terms of the
Issue including the merits and risks involved. You should consult your tax, financial and legal advisors about
the particular consequences to you of an investment in our Equity Shares.
In this Prospectus, any discrepancies in any table between total and sums of the amount listed are due to
rounding off.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “our Company” or
“the Company”, refers to Advance Agrolife Limited.
The risk factors are classified as under for the sake of better clarity and increased understanding:
INTERNAL RISK FACTORS:
BUSINESS RELATED RISKS
1. Any change in Government policies towards the agriculture sector or a reduction in subsidies and
incentives provided to farmers could adversely affect our business and results of operations.
Our business is directly influenced by the income levels and purchasing power of farmers, which are
significantly affected by state and central government policies related to the agriculture sector. Any
reduction in government spending on agriculture, withdrawal or modification of subsidies and
incentives provided to farmers, changes in minimum support prices (MSPs), or export restrictions on
crops could reduce farmers’ disposable income and, consequently, their willingness or ability to
invest in agrochemical products for crop protection such as those offered by us.
Furthermore, volatility in commodity prices, delayed disbursement of subsidies, and reduced
procurement by government agencies may also discourage farmers from increasing input spends. Our
Company receives certain export benefits from the Government of India under the schemes of duty
drawback and Remission of Duties and Taxes on Exported Products.
The details of benefits enjoyed by our Company on account of such schemes during the periods
indicated therein and as % of total revenue are as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ (in As %of Total ₹ (in As % of ₹ (in As % of
millions) Revenue from millions) Total millions) Total
operations Revenue Revenue
from from
operations operations
Export 3.42 0.07 5.62 0.12 7.44 0.19
Incentives
In the past, large-scale protests were held across India in response to the introduction of three central
farm legislations, The Essential Commodities (Amendment) Act, 2020, The Farmers (Empowerment
and Protection) Agreement on Price Assurance and Farm Services Act, 2020, and The Farmers’
Produce Trade and Commerce (Promotion and Facilitation) Act, 2020. These protests caused
disruptions in the agricultural supply chain and impacted operations. Subsequently, the Hon’ble
Supreme Court of India, by its order dated January 12, 2021, stayed the implementation of these
legislations and the government decided to repeal all three laws. The repeal was formalized with the
enactment of the Farm Laws Repeal Act, 2021, which came into effect on December 1, 2021.
37As on the date of this Prospectus, our Company holds a portfolio of 410 generic product registrations,
offering significant flexibility to diversify and expand our product offerings. Under the pesticide
vertical, however, the Company is currently engaged in the manufacturing or processing of 14 out of
the 27 pesticide proposed to be banned by the relevant regulatory authorities. Set out below is the
revenue bifurcation from these 14 pesticides in the past three Fiscals
Fiscal/period Amount (in ₹ millions) % of Revenue from Operation
2025 1,031.47 20.55%
2024 899.20 19.75%
2023 770.04 19.39%
While the proposed ban may result in certain short-term or intermediate revenue losses, we believe
that it is well-positioned to mitigate such impact. Our manufacturing infrastructure is designed with
operational flexibility and utilizes machinery that is not product-specific. This allows for the swift
reconfiguration of production lines to manufacture alternative formulations or technical-grade
products, based on prevailing market demand. As a result, in case of the future ban of such pesticides,
the Company expects to minimize capital expenditure and production downtime, thereby ensuring
business continuity. Although, the proposed ban is not expected to have any material adverse impact
on the Company’s financial condition or overall operations, we cannot assure you that similar reforms
or changes in agricultural laws and policies will not be introduced in the future. The implementation
of such measures, or the uncertainty surrounding them, may adversely affect the agriculture sector,
disrupt supply chains, and reduce demand for crop protection products. Any such developments could
have a material adverse effect on our business, financial condition, and results of operations.
2. Our manufacturing facilities, supply chains, and primary customer base are located within India,
with limited exposure to international markets.
Our manufacturing facilities, supply chains, and primary customer base are located within India, with
limited exposure to international markets. As a result, our business performance is intrinsically linked
to the Indian agriculture sector and domestic demand patterns for agrochemical products, which
exposes us to a range of region-specific risks. Recent Indian military operations, such as “Operation
Sindoor”, launched as an act of self-defence in response to terrorist activities originating across the
border from Pakistan, underscore the ongoing geopolitical sensitivity of the region. This conflict has
also strained India’s diplomatic relations with countries perceived to be directly or indirectly
supporting Pakistan. Consequently, our exports to countries such as Bangladesh, China, and Turkey
may be adversely impacted due to shifting geopolitical alignments, heightened regulatory scrutiny,
or the imposition of trade restrictions. Such conflicts, whether ongoing or in the future, have the
potential to disrupt logistics networks, destabilize domestic markets, and trigger shifts in policy
priorities, all of which can indirectly affect our business. In addition, although our Company is
currently not materially engaged in exports, recent declines in India’s agrochemical exports to
neighbouring countries such as Bangladesh and Turkey, driven by import restrictions, currency
volatility, and deteriorating diplomatic relations, highlight the risks associated with limited
international market exposure. These challenges reflect the broader difficulties Indian agrochemical
manufacturers face when attempting to access and sustain business in politically sensitive foreign
markets. While our current concentration in the domestic Indian market offers benefits such as
proximity to customers and established distribution networks, it also exposes us to risks stemming
from domestic policy changes, regulatory uncertainties, adverse weather conditions, and market
saturation. Our lack of geographic diversification limits our ability to hedge against such region-
specific shocks or leverage growth opportunities in global markets. Given this concentration, any
adverse political, regulatory, economic, or environmental developments within India could have a
disproportionate effect on our operations and financial performance.
383. Inability to meet quality standards prescribed by regulatory authorities in India and export markets
may adversely impact our business, reputation, and operations.
We are subject to stringent quality standards, regulatory norms, and technical specifications
prescribed by the central and state governments in India, as well as by regulatory authorities in the
countries to which we export our products. These requirements apply to both our technical-grade and
formulation-grade agrochemical products. Compliance with such standards is critical for ensuring
product safety, efficacy, and regulatory acceptance. Any failure or delay in adhering to these
standards whether due to lapses in production processes, inadequate quality control, supply chain
disruptions, or evolving regulatory benchmarks could result in product recalls, rejection of orders or
cancellation of orders, or regulatory sanctions. This, in turn, may lead to the loss of existing
customers, ineligibility to participate in future tenders or contracts, and damage to our brand
reputation, which could have a material adverse effect on our business prospects, financial condition,
and results of operations. Also, see “Risk Factor – We are subject to stringent technical
specifications and quality requirements in relation to our Technical and Formulation grade of
agrochemicals. Our failure to comply with the quality standards and technical specifications may
lead to loss of business from customers and could negatively impact our reputation, which would
have an adverse impact on our business prospects and results of operations” on page 48.
4. In the event of abnormal or exceptional circumstances, the Company may incur significant or
material losses on account of bad debts, which could adversely affect its financial condition and
results of operations.
Our business operations involve extending credit to customers in the ordinary course of trade. While
we have implemented credit assessment procedures and recovery mechanisms, there can be no
assurance that all receivables will be collected in a timely manner or at all.
The table below outlines specific details regarding our trade receivables and trade receivable turnover
days for the indicated years/period:
(₹ in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade Receivables (₹ million) 1,630.71 1,431.52 1,044.83
Trade Receivable Turnover Days (number of days) 111 99 78
Set out below are the details of bad debts and allowances for credit losses for the Fiscal 2025, Fiscal
2024, and Fiscal 2023;
(In millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Bad debts - - ₹ 0.19
Allowance for Credit losses - ₹ 2.55 ₹ 1.40
Total - ₹ 2.55 ₹ 1.59
In the event of abnormal or exceptional circumstances—such as adverse macroeconomic conditions,
natural disasters, political unrest, pandemics, disruptions in the agriculture sector, or insolvency of
key customers—our customers may experience financial distress or delays in payments, leading to a
higher incidence of defaults and write-offs of trade receivables. Such bad debts could materially
impact our cash flows, working capital cycle, and overall financial performance. In addition, a
concentration of receivables from certain customers or regions may further amplify this risk. If a
significant portion of our outstanding receivables becomes uncollectible, it may result in material
losses, adversely affecting our profitability and financial position. Also see Risk Factor – We are
exposed to credit risk from our customers and the recoverability of our trade receivables is subject
to uncertainties. We generally extend a credit period to our customers, which exposes us to credit
risk” on page 43.
395. Our Company intends to utilize a portion of the Net Proceeds of the Issue towards meeting the
significant working capital requirements of our Company, which are based on certain assumptions
and estimates and have not been appraised by any bank or financial institution.
Our business demands significant working capital to fund the procurement of raw materials, facilitate
manufacturing processes, and maintain adequate inventory of finished goods for timely customer
deliveries. Furthermore, our working capital requirements may rise as we have recently prioritized
expanding sales to B2B customers, which requires offering extended credit terms. Increased working
capital demands may also arise as we take on a larger volume of orders due to business growth
Our working capital is funded through borrowings, equity and internal accruals. The table below
presents our working capital requirement and its funding pattern for the indicated years
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Working capital requirement 1,003.43 684.26 525.41
Short term borrowings from banks 638.01 275.16 176.26
Internal accruals and equity 362.42 409.09 349.16
*As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025.
The objects of the Issue include funding working capital requirements which are based on
management estimates and certain assumptions by our Company in relation to inter alia sales of the
products by our Company, receivable days and the cost and holding periods of the inventories of the
products of our Company. The requirements for funding working capital of our Company have not
been appraised by any bank, financial institution or any other appraising authority.
Our business is working capital intensive and accordingly, the net working capital requirements of
our Company for the Fiscals 2025, 2024 and 2023 was ₹ 1,003.43 million, ₹684.26 million and
₹525.41 million, and represents 19.97%, 15.03% and 13.23% of our revenue from operations,
respectively. We propose to utilize up to ₹675 million and ₹675 million in the Fiscals 2026 and 2027,
respectively from the Net Proceeds to fund part of the working capital requirements of our Company.
For details, see ‘Objects of the Issue’ on page 132.
The future working capital requirements and deployment of funds by our Company may be subject
to change due to factors beyond the control of our Company including force majeure conditions, an
increase in defaults by our customers, unanticipated expenses, economic conditions, availability of
funding from banks or financial institutions. Accordingly, such working capital requirements and
deployment of proceeds may not be indicative of the actual requirements of our Company in the
future and investors are advised to not place undue reliance on such estimates of future working
capital requirements.
Our Company’s sources of additional financing, required to meet the working capital requirements
of our Company may include availing debt or issue of further equity or debt securities or a
combination of both. If our Company decides to raise additional funds by availing debt, the interest
and debt repayment obligations of our Company will increase and could have a significant effect on
our profitability and cash flows. Further, our Company may be subject to additional covenants, which
could limit the ability of our Company to access cash flows from operations. Any issuance of further
equity, on the other hand, could result in a dilution of your shareholding in our Company.
Accordingly, continued increases in the working capital requirements by our Company may have an
adverse effect on our business, results of operations, financial condition and cash flows.
6. Our Statutory Auditors has included a remark in connection with the Companies (Auditor’s
Report) Order, 2020/ Companies (Auditor’s Report) Order, 2016.
Our Statutory Auditors are required to comment upon the matters included in the Companies
(Auditor's Report) Order, 2020/ Companies (Auditor's Report) Order, 2016 (together, the “CARO
Report”) issued by the Central Government of India under Section 143(11) of the Companies Act,
2013 on the audited financial statements as at and for Fiscal 2025, 2024, 2023. Our Statutory Auditor
has included remarks in connection with the CARO Report on the audited financial statements of our
40Company as at and for Fiscals 2025, 2024, 2023.
Below are the details of the observation included in the CARO Report which does not require any
corrective adjustments to the Restated Financial Statements:
For Fiscal 2025
CARO Clause (ii)(b)- Quarterly Statement filed with bank
The company has been sanctioned working capital limit in excess of five crore rupees in aggregate
from banks/financial institutions on the basis of the security of the current assets of the company
during the year. The quarterly returns/statements filed by the company with such banks/ financial
institutions are not in agreement with the books of accounts of the company in respect of the
following:
Refer Note below:
Particulars Quarter ended As per Books As per Statement Reason for difference
(₹ in Millions) (₹ in Millions)
Stock June 2024 616.37 600.04 Invoices entry data
correction
Stock September 2024 553.67 587.84 Invoices entry data
correction
Stock December 2024 572.77 501.78 Invoices entry data
correction
Stock March 2025 877.96 853.43 Invoices entry data
correction
Debtors March 2025 1,630.65 1,423.47 Issue of Debit Note etc.
Creditors of March 2025 1,562.28 1,298.50 Issue of Debit Note by
Goods suppliers in March and
Expense creditors
included in book
figures
Clause vii(b) of CARO, 2020 Order
There are no dues in respect of the statutory dues referred in paragraph (vii)(a) which have not been
deposited on account of any dispute except the following:
Name of the statute Nature of the Amount (₹ Amount Period to Forum
disputed dues in Millions) paid under which the where
protest amount dispute is
relates pending
Goods & Service Act, 2017 Disallowances 2.70 Nil Fiscal 2020 GST
of ITC Appellate
Authority
For Fiscal 2024
CARO Clause (ii)(b)- Quarterly Statement filed with bank
The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate,
during the year, from bank on the basis of security of current assets. The quarterly returns and
statements comprising stock and creditors statements, book debt statement filed by the Company
with such banks are having following difference with the unaudited books of accounts, of the
respective quarters.
41Particulars Quarter ended As per Books As per Reason for difference
(₹ in Millions) Statement
(₹ in Millions)
Stock June 2023 494.58 490.64 Invoices entry data correction
Stock September 2023 520.21 422.11 Invoices entry data correction
Stock December 2023 498.57 406.89 Invoices entry data correction
Stock March 2024 488.98 418.90 Invoices entry data correction
Debtors March 2024 1,121.14 1,065.28 Issue of Debit Note etc.
Creditors of March 2024 903.82 769.52 Issue of Debit Note by
Goods suppliers in March and
Expense creditors included in
book figures
Clause vii(b) of CARO, 2020 Order
The statutory dues have not been deposited on account of any dispute, then the amounts involved
and the forum where dispute is pending shall be mentioned
Name of Nature of Amount (₹ Period to which the Forum where dispute is
the statute the disputed in Millions) amount relates pending
dues
CGST Act Tran -1 0.265 Fiscal 2018 GST Appellate Authority
Clause xx(a) of CARO, 2020 Order
In respect of other than on-going projects, the company has not transferred unspent amount to a
Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of
the financial year in compliance with second proviso to sub-section (5) of section 135 of the said
Act;
Financial year Amount unspent on CSR Amount transferred to Amount transferred
activities other than On-going Fund specified in after the due date
Projects(in Millions) Schedule VII within 6 (specify the date of
months from the end deposit)
of the FY
Fiscal 2024 1.16 - -
Fiscal 2023 2.31 - -
Fiscal 2022 1.77 - -
Fiscal 2021 1.78 - -
For Fiscal 2023
Clause xx(a) of CARO, 2020 Order
In respect of other than on-going projects, the company has not transferred unspent amount to a
Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of
the financial year in compliance with second proviso to sub-section (5) of section 135 of the said
Act;
Financial year Amount unspent on Amount transferred to Fund Amount transferred
CSR activities other specified in Schedule VII after the due date
than On-going Projects within 6 months from the end (specify the date of
(₹ in Millions) of the FY deposit)
Fiscal 2023 2.31 - -
Fiscal 2022 1.77 - -
Fiscal 2021 1.78 - -
Further, we have taken the following steps to ensure that the same is not repeated in the future:
42• We have initiated limited audits of quarterly financial reports to ensure precision and swiftly
detect any discrepancies.
• An internal review process for quarterly bank submissions has been established, which
includes adjustments such as TDS and reconciliations prior to submission. Monthly
reconciliations for customer and vendor accounts facilitate real-time updates and simplify
quarter-end reporting.
• Our Company has enhanced our ERP and reporting systems to improve data visibility,
reduce manual tasks, and increase reporting accuracy. The internal control framework has
been strengthened through targeted training for the finance team, senior management
reviews, and regular updates to the Audit Committee.
• Our Company has deployed qualified professionals to manage daily reporting and
compliances.
We have not faced any material impact of the above disclosures made by the auditor in their report
on our results of operations and financial condition. However, we cannot assure that any similar
matters prescribed under the Companies (Auditor’s Report) Order, 2020, or any emphasis of matter,
will not form part of our financial statements for the future fiscal periods, which could subject us to
additional liabilities or due to which our reputation and financial condition may be adversely affected.
7. We are exposed to credit risk from our customers and the recoverability of our trade receivables is
subject to uncertainties. We generally extend a credit period to our customers, which exposes us
to credit risk.
We generally extend a credit period to our customers, which exposes us to credit risk. The table below
outlines specific details regarding our trade receivables and trade receivable turnover days for the
indicated years/period:
(in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade Receivables (₹ 1,630.71 1,431.52 1,044.83
million)
% of total Sales 32.47% 31.40% 26.26%
Trade Receivable Turnover 111 99 78
Days (number of days)
Our trade receivable days have increased from 78 days in Fiscal 2023 to 99 days in Fiscal 2024 and
further to 111 days for the fiscal 2025, and are projected to remain high in subsequent fiscals. The
continuous increase in our receivable days results in higher working capital requirements and may
put pressure on our cash flows and liquidity position
Set out below are the details of bad debts and allowances for credit losses for the Fiscal 2025, Fiscal 2024, and
Fiscal 2023;
(in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Bad debts - - ₹ 0.19
Allowance for Credit losses - ₹ 2.55 ₹ 1.40
Total - ₹ 2.55 ₹ 1.59
A customer’s ability to make timely payments depends on various factors, including general
economic conditions and their cash flow situation, which are beyond our control. Delays in receiving
payments from customers could negatively impact our cash flow and hinder our ability to meet
working capital requirements. There is no guarantee that our customers will pay us promptly or at
all, which may affect the recoverability of our trade receivables. Additionally, we may struggle to
manage any bad debt resulting from delayed payments.
43As on the date of this Prospectus, our Company has filed 60 complaints under Section 138 of the
Negotiable Instruments Act, 1881 against our customers. For details, see “Outstanding Litigation
and Material Developments” on page 380.
Taking legal action against our customers to enforce our contractual obligations can be challenging,
and there is no guarantee that we will receive a favorable judgment or that it will be issued in a timely
manner. If any of our customers fail to fulfill their contractual commitments, or if they face
insolvency or liquidation, it could negatively impact our financial condition and results of operations.
8. Our Company’s Directors or Promoters may enter into ventures that may lead to real or potential
conflicts of interest with our business.
Our Company’s Directors and Promoters may become involved in ventures that may potentially
compete with our Company. The interests of such Directors and our Promoters may conflict with the
interests of our other Shareholders, and such Directors or Promoters may, for business consideration
or otherwise, cause the Company to take actions, or refrain from taking actions, in order to benefit
their interests instead of the Company’s interests or the interests of its other Shareholders. Further,
the Promoters of the Company holds interest in Hok Agrichem Private Limited which is authorized
to undertake similar business. Although, Hok Agrichem Private Limited has entered into a non-
compete agreement with the Company whereby Hok Agrichem Private Limited has agreed to not
engage in any business where any conflict of interest arises with our Company and subsequently
Company intends to acquire interest in Hok Agrichem Private Limited to make it Company’s
subsidiary , we cannot assure you that such a conflict will not arise in the future, or that we will be
able to suitably resolve any such conflict without an adverse effect on our business or operations
9. A major portion of our revenue from operations is dependent upon a limited number of customers
and the loss of any of these customers or loss of revenue from any of these customers could have
a material adverse effect on our business, financial condition, results of operations and cash flows.
A significant portion of our revenue is concentrated among few key customers. While our business
relationships with our customers have been built over time, we typically do not enter into long-term
contracts with our customers and conduct our operations on a purchase order basis. The absence of
long-term contracts with our customers exposes us to a significant risk of customer attrition and
challenges in relation to production planning.
The table below outlines the revenue generated from our top five (5) and top ten (10) customers for
the Fiscal 2025, 2024 and 2023, including their respective percentage of total revenue from
operations:
Particulars As on Fiscal 2025 As on Fiscal 2024 As on Fiscal 2023
Amount As a Amount As a Amount As a
(in ₹ percentage (in ₹ percentage (in ₹ percentage
million) of revenue million) of revenue million) of revenue
from from from
operations operations operations
(in %) (in %) (in %)
Top 5 2,595.13 51.70% 1,757.37 38.55% 1,340.61 33.70%
customers
Top 10 3,486.97 69.47% 2,503.36 54.91% 1,847.43 46.44%
customers
Note: The names of the customers and the details of the revenue contributed by them, have not been disclosed to preserve
confidentiality and due to non-reciept of their approval for disclosure of their name.
*As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Our customers primarily comprise agrochemical companies, which procure our products largely for
onward sale to their own customers, including distributors, retailers, or end users in the agricultural
sector. For details, see “Our Business – Customers” on page 227
44We are dependent on a limited number of key customers, and the loss of one or more of these
customers could adversely affect our business, results of operations, cash flows and financial
condition. We do not have long-term contracts with our customers and conduct our business primarily
through individual purchase orders, which define the terms and volumes of sale. While we believe
we have developed recurring relationships with key customers, there can be no assurance that these
relationships will continue or that we will be able to maintain historical levels of business with them.
The loss of one or more key customers, or a significant reduction in orders from them, for any reason,
including an inability to negotiate acceptable terms, failure to renew business arrangements, disputes,
customer financial distress or insolvency, mergers or acquisitions involving our customers, changes
in customer requirements, or work stoppages, could materially and adversely affect our revenues and
profitability.Although our company has not sufferd any loss of key customer in the and last three
Fiscals, we can not assure that the same will not happen in future.
Further, as we expand our customer base, the composition of our revenues may change. Adverse
developments involving any of our key customers, including reduction or discontinuation of orders,
disputes, or disqualifications, could have a material impact on our revenues, cash flows, and liquidity.
In addition, our key customers may choose to reduce their dependence on us, switch to our
competitors, adopt alternative products not offered by us, or may not continue to place orders on
favourable terms. We cannot assure you that we will be able to retain such customers or reduce our
dependence on a limited number of them. Any such development could materially and adversely
affect our business, results of operations, financial condition and cash flows.
10. The increasing adoption of alternative pest management and crop protection methods, including
biotechnology products, genetically modified crops, and natural farming practices, may reduce
demand for our products and adversely affect our business, financial condition, and results of
operations.
The agrochemical industry is increasingly being influenced by the emergence and adoption of
alternative pest management and crop protection solutions, such as biotechnology-based products,
pest-resistant seeds, genetically modified crops, and organic or Zero Budget Natural Farming
(ZBNF). These alternatives are often perceived as more sustainable or environmentally friendly
compared to traditional chemical-based agrochemicals.
While biotechnology-based agro solutions are emerging as an alternative in certain segments, we
believe that agrochemical products will continue to play a critical role in crop protection, particularly
in markets where cost-effectiveness, scalability, and immediate efficacy are key considerations.
Further, to maintain and strengthen demand of its products, we have adopted several strategic
measures. These include expanding its product portfolio to cover a wider range of crop protection
needs. We are also deepening our backward integration efforts by producing Technical Grade inputs
in-house, which enhances cost efficiency and supply chain control. We are actively exploring new
domestic regions and export opportunities to broaden the market base.
The Government of India has been actively promoting alternative agricultural practices, notably
ZBNF, to enhance sustainable farming and reduce dependence on synthetic agrochemicals. ZBNF
emphasizes the use of natural inputs like cow dung and urine, biomass mulching, and plant-based
preparations, aiming to improve soil fertility and reduce cultivation costs. Widespread
implementation or incentives promoting such methods may negatively impact the sales of our
agrochemical formulations.
Additionally, there have been instances of target pests and weeds developing resistance to existing
chemical solutions. If such resistance arises in species targeted by our products and we are unable to
innovate or adapt our portfolio accordingly, this may reduce the effectiveness and market demand
for certain products, which may not be offset by increased sales of alternatives.
Although, we have not faced any such material instances in the past three Fiscals, if the use of
alternative pest control methods continues to gain traction, or if pest resistance limits the efficacy of
45our current offerings, we may face a decline in product demand, sales volumes, or pricing power,
which could materially and adversely affect our business, financial condition, and results of
operations.
11. Our Manufacturing Facilities, Registered Office and Corporate Office are located in Jaipur in the
state of Rajasthan, India, whereas a majority of our revenue from operations are generated from
key agricultural belt states of India, including Rajasthan, Punjab, Uttar Pradesh, Haryana,
Madhya Pradesh, and Gujarat which exposes our operations to potential geographical
concentration risks arising from local and regional factors which may adversely affect our
operations and in turn our business, results of operations and cash flows.
As on the date of this Prospectus, our Manufacturing Facilities, Registered Office and Corporate
Office are located in Jaipur, in the state of Rajasthan, India. For details, see “Our Business- Our
Manufacturing Facilities” on page 231. Further, a majority of our revenue from operations are
generated from key northern and central agricultural belt states, including Rajasthan, Maharashtra,
Punjab, Uttar Pradesh, Haryana, Madhya Pradesh, and Gujarat. For details, see “Our Business – Our
Key Strengths – Established, integrated manufacturing setup at strategic location” on page 209.
We set out below our revenue in our major agricultural belt states of India for the last three Fiscals
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % to Revenue % to the Revenue % to the
the total total revenue
total revenue
revenue
Uttar Pradesh 522.66 10.41% 723.27 15.86% 743.20 18.68%
Madhya Pradesh 199.72 3.98% 171.99 3.77% 152.99 3.85%
Maharashtra 203.57 4.05% 129.13 2.83% 52.42 1.32%
Rajasthan 1,676.99 33.39% 1,152.92 25.29% 991.15 24.92%
Punjab 264.84 5.27% 258.64 5.67% 195.89 4.92%
Haryana 664.68 13.23% 593.14 13.01% 500.22 12.57%
Gujarat 686.66 13.67% 534.94 11.73% 371.68 9.34%
Total 4,219.12 84.00% 3,564.03 78.16% 3,007.55 75.60%
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
As a result, our business is exposed to geographic concentration risk, as any adverse local or regional
developments could have a direct impact on our operations. Such risks include, but are not limited
to, political or social unrest, changes in local laws and regulations, economic instability, labour issues,
natural or man-made disasters such as floods, droughts, earthquakes or fires, adverse weather
conditions, infrastructure constraints, public health crises, demographic shifts, and other unforeseen
events or circumstances.
While we have not experienced any material disruptions at our manufacturing facilities or in our sales
through the key northern and central agricultural belt states, including Rajasthan, Punjab,
Maharashtra, Uttar Pradesh, Haryana, Madhya Pradesh, and Gujarat in last three Fiscals, other than
temporary operational restrictions during the COVID-19 pandemic, there can be no assurance that
such disruptions will not occur in the future.
Any disruption to our operations at our Manufacturing Facilities may result in delays in production,
inventory build-up, supply chain issues, and the inability to fulfil customer orders in a timely manner.
Any such adverse event may lead to a loss of customer confidence, cancellation of orders, potential
penalties, and an adverse impact on our revenues and profitability.
Due to the absence of geographic diversification in our manufacturing operations, any significant
disruption at our Manufacturing Facilities in Jaipur, Rajasthan could have a material adverse effect
on our business operations, financial condition, results of operations, and cash flows.
4612. We depend on a few suppliers for the supply of raw materials. Any failure to procure such raw
materials from these suppliers may have an adverse impact on our manufacturing operations and
results of operations.
Our ability to remain competitive, maintain costs and profitability, partially depends on our ability to
source and maintain a stable and sufficient supply of raw materials at acceptable prices. Major raw
materials used for our manufacturing operations are sulphur lumps, fipronil, mancozeb 85%,
pymetrozine, ametyrn, atrazine, tebuconazole, carbendazim, glyphosate and azoxystrobin. Our
suppliers are majorly situated in India primarily in the states of Gujarat, Maharashtra, Andhra Pradesh,
Haryana, etc., and we procure our material on a purchase order basis.
The table below sets forth details of our domestic procurement and import of raw materials (based
on value of purchases) for the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount
Amount (₹ % of Amount (₹ % of % of
(₹ in
in million) Purchases in million) Purchases Purchases
million)
Domestic 4,105.80 97.56 3,708.20 100% 3,343.49 99.03%
Procurement
Procurement 102.56 2.44% - - 2.44 0.07%
through
import*
Although our raw material imports were minimal during the reporting period, the majority were
sourced from China, which exposes us to geopolitical and regulatory risks. As of the date of this
Prospectus, we are not materially dependent on overseas suppliers for critical raw materials and have
not experienced any significant disruptions in imports over the past three fiscal years. For details, see
“Our Business – Raw Materials” on page 243.
Such suppliers may not perform or be able to perform their obligations in a timely manner, or at all
and any delay, shortage, interruption, reduction in the supply of or volatility in the prices of raw
materials on which we rely may have a material adverse effect on our business, results of operations,
financial condition, cash flows and future prospects. Further, the quality of our products is primarily
derived from the quality of our raw materials, and any deterioration in the quality of materials
supplied to us may have an adverse effect on the quality of our products, market reputation and sales
volumes. There can be no guarantee that we will be able to maintain our current line-up of suppliers
or adequate supply of such raw materials at all times.
The table below sets forth details of our top ten (10) and top five (5) supplier concentration (based
on value of purchases) for the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount
Amount (₹ % of Amount (₹ % of % of
(₹ in
in million) Purchases in million) Purchases Purchases
million)
Top 5 1,622.03 38.54% 1,506.75 40.63% 1,299.84 38.85%
suppliers*
Top 10 2,283.12 54.25% 2,118.70 57.14% 1,882.88 56.27%
suppliers*
*As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
**Names of our top five and top ten supplier and their individual concentration has not been separately disclosed to preserve
confidentiality and due to non-reciept of their approval for disclosure of their name.
We generally do not engage in long-term supply contracts with our raw material suppliers and instead
procure a majority of our raw materials from third-party vendors or the open market through purchase
orders. We cannot be certain that we will be able to procure raw materials of specified quality
standards on commercially acceptable terms, or that our suppliers will perform as expected. If we fail
to (i) receive the quality of raw materials that we require; (ii) negotiate appropriate financial terms;
(iii) obtain adequate supply of materials in a timely manner, or (iv) if our major suppliers discontinue
47the supply of such raw materials, or were to experience business disruptions or become insolvent due
to reasons beyond our control, we cannot assure that we will be able to find alternate sources for the
procurement of raw materials in a timely manner or at all.
Further, we rely on historical trends and other indicators to purchase the required quantities of raw
materials. We, therefore, run the risk of purchasing more raw materials than necessary, which could
expose us to risks associated with prolonged storage of some of these materials, and materially affect
our results of operations. Conversely, if our customers place orders for greater quantities of products
compared to their historical requirements, we may not be able to adequately source the necessary raw
materials in a timely manner and may not have the required available manufacturing capacity to meet
such demand. In addition, if all or a significant number of our suppliers for any particular raw material
are unable or unwilling to meet our requirements or our estimates fall short of the demand, we could
suffer shortages or significant cost increases. Continued supply disruptions for longer durations could
adversely impact our delivery schedules to our customers, thereby affecting our business, financial
condition and results of operations. While there have been no material instances of supply disruptions
in the Fiscal 2025, Fiscal 2024 and Fiscal 2023, there can be no assurance that such instances will
not occur in the future. Such supply disruptions could exert pressure on our costs, and we cannot
assure you that all or part of any increased costs can be passed along to our customers, and/ or
distributors in a timely manner or at all, which could negatively affect our business, overall
profitability and financial performance.
13. We are subject to stringent technical specifications and quality requirements in relation to our
Technical and Formulation grade of agrochemicals. Our failure to comply with the quality
standards and technical specifications may lead to loss of business from customers and could
negatively impact our reputation, which would have an adverse impact on our business prospects
and results of operations.
We provide crop protection solutions aimed at helping farmers maximise productivity and achieve
optimal agricultural output. As on date of this Prospectus, our offerings include the development,
manufacturing and supply of (i) formulation grade agrochemical products; and (ii) technical grade
agrochemicals. We believe the manufacturing process for our products is complex and involves
multiple stages requiring precision and strict adherence to protocols. As such, we may face
operational challenges due to factors such as equipment malfunctions, non-compliance with standard
operating procedures, variability in raw material quality, natural disasters, or other environmental
conditions. Any such disruptions could adversely affect our production efficiency, product quality,
and ability to meet customer demand.
As on March 31, 2025, we have a 22 dedicated quality control team comprising personnel responsible
for ensuring compliance with applicable quality standards and technical specifications as prescribed
under the registration certificates issued by relevant regulatory authorities. For details of our
employees, see “Our Business – Human Resource” on page 246. Our ability to manufacture and
sell agrochemical products is contingent upon strict adherence to these standards.
Further, we have regularly incurred various laboratory expenses, testing charges, consumables, repair
and maintenance of Plant and Machinery and relevant portions of Plant and Machinery capital
expenditure (linked to quality control automation or upgrades)
Set out below is the details of expenses incurred in relation to our quality control measures and testing
requirements.
Fiscal/period Amount (in ₹ millions) % of Revenue from
Operation
Fiscal 2025 9.29 0.19%
Fiscal 2024 6.06 0.13%
Fiscal 2023 2.04 0.05%
48We are also subject to independent verification by Government agencies on a sample check basis and
and although we have not faced any such adverse observation or instances in the past three Fiscals,
any failure on our part to meet the prescribed quality requirements, whether due to human error,
equipment malfunction, deviation from standard operating procedures, or inconsistency in raw
materials, could result in the revocation or suspension of our product registration certificates.
Although there have been no instances of revocation of registration certificates in the Fiscals 2025,
2024 and 2023, there can be no assurance that such events will not occur in the future.
As on the date of this Prospectus, certain 'misbranding' litigations, relating to allegations of non-
compliance with technical specifications and quality requirements, are pending against us. The brief
details of such of litigations are as follows;
No. Particulars Status
1. A complaint (No. 1585 of 2017) has been filed by The matter is currently pending, with
the State of Haryana, through the Sub-Divisional the next hearing scheduled for
Agricultural Officer, Ambala, before the Hon’ble October 31, 2025.
Chief Magistrate, Ambala, against the Company
and other individuals and entities (collectively, the
“Accused”) under Section 29 of the Insecticides
Act, 1968, for alleged violations of Sections 3(k),
17, and 18 of the said Act. The complaint pertains
to samples of Phorate 10% CC drawn from the
Company, which were declared misbranded upon
initial and referee analysis. The Accused are
alleged to have stored, sold, and manufactured
misbranded insecticides in violation of Sections
18(1)(c) and 17(1)(a), punishable under Section
29(1)(a).
2. A complaint (No. 411 of 2020) has been filed by The matter is currently pending, with
the State of Maharashtra, through Dr. Yogiraj the next hearing scheduled for
Sheshrao, before the Hon’ble Judicial Magistrate October 28, 2025.
(First Class), Narkhed, against the Company and
other individuals and entities (collectively, the
“Accused”) under Sections 29(2), 29(3), and 33(1)
of the Insecticides Act, 1968 for alleged violations
of Sections 3(k)(i), 17(1)(a), and 18(1)(c).
The complaint relates to samples of Phorate 10%
CC, manufactured by the Company, marketed by
DCM Shriram Ltd, and sold by Rupesh
Enterprises, which were drawn by the Complainant
and found to be misbranded due to non-
conformance with the required active ingredient
specification. Despite being informed, the Accused
failed to respond or seek reanalysis of the sample
through the Hon’ble Court. Accordingly, the
complaint seeks prosecution under Section
29(1)(a) for manufacturing and selling misbranded
insecticides.
A complaint (No. 106 of 2014) has been filed by The matter is currently pending, and
the State of Rajasthan, through Janakraj Meena the next hearing is scheduled for
(Insecticides Inspector and Agriculture Officer), October 6, 2025.
before the Hon’ble Additional Judicial Magistrate,
Kaman, Bharatpur, against the Company and other
individuals and entities under Section 20(1A) of
the Insecticides Act, 1968, for alleged violations of
Sections 3(k)(i), 17(1)(a), and 18(1)(c) of the said
Act.
49No. Particulars Status
The complaint pertains to an inspection of one of
the accused’s premises, where various insecticides
were found stored and sold without appropriate
authorization. Samples of Phorate 10% CC,
manufactured by the Company and marketed by
another individual were drawn and found
misbranded upon analysis and subsequent referee
testing, due to non-conformance with active
ingredient specifications. Accordingly,
proceedings were initiated for storing, selling, and
manufacturing misbranded insecticides,
punishable under Section 29(1)(a).
A complaint (No. 9077 of 2025) has been filed by The matter is currently pending, with
the State of Rajasthan, through Amar Chand the next hearing scheduled for
Mannewar, Government Affiliate Agriculture December 5, 2025.
Officer and Insecticides Inspector, Agriculture
Commissionerate, Jaipur, before the Hon’ble Civil
Judge and Chief Metropolitan, against Director of
the Company, the Company and Devilal Jangid,
(collectively, the “Accused”) under Sections 29(2),
29(3), and 33(1) of the Insecticides Act, 1968, for
alleged violations of Sections 3(k)(i) and 17(1)(a)
of the said Act.
The complaint pertains to samples of Phorate 10%
CC drawn from the Accused during an inspection,
which were found to be non-standard upon analysis
due to non-conformance with the required active
ingredient specifications. Upon reanalysis of
referee samples, the insecticide was again declared
non-standard. Accordingly, proceedings have been
initiated for manufacturing non-standard
insecticides, punishable under Section 29(1)(a).
For further details, see “Outstanding Litigation and Material Developments – Litigation
filed against our Company” on page 381. Any adverse outcome in these proceedings may
harm our reputation, result in regulatory sanctions, and lead to loss of customers, all of
which could have a material adverse effect on our business and financial condition.
Furthermore, our customers may reject our products if they believe they do not meet the required
technical specifications or quality benchmarks. While we have not experienced any material
rejections of our products in last three Fiscals 2025, 2024 and 2023, there can be no assurance that
such events will not occur going forward. Additionally, we have not faced any material customer
complaints or cancellations during the same periods. However, we cannot guarantee that such issues
will not arise in the future.
Certain of our customers also conduct rigorous audits and assessments prior to placing orders. These
audits may include inspections of our Manufacturing Facilities and equipment, review of production
processes and raw materials, technical evaluation of proposed product specifications, and assessment
of our logistics capabilities. In some cases, final product acceptance is subject to laboratory validation
by the customer. Any failure to meet their expectations or audit standards may result in loss of
business opportunities.
We intend to continue investing a portion of our revenues in maintaining and improving our quality
control systems. Any failure to do so may adversely affect our ability to meet customer requirements,
damage our reputation, and negatively impact our business prospects, results of operations, and
financial condition.
5014. We may be subject to increasing scrutiny and opposition from activist groups regarding the safety
and environmental impact of agrochemical products, and inappropriate use of our products by
end users may lead to adverse consequences.
Certain crop protection chemical products, including some of our offerings, have faced growing
resistance from activist groups and environmental advocates. These groups have raised concerns
regarding the potential effects of agrochemicals on food safety, soil health, biodiversity, and the
broader environment. In some jurisdictions, such groups have actively petitioned or litigated against
regulatory authorities to restrict or ban the use of specific crop protection chemicals. There can be no
assurance that such resistance will not intensify or expand to other regions in which we operate. Any
resulting regulatory restrictions, negative media coverage, or public backlash could adversely affect
demand for our products and, consequently, our business, financial condition, and results of
operations.
In addition, the safe and effective use of agrochemicals depends on farmers being adequately
informed about proper crop management practices, including the correct type of product, dosage,
frequency of application, and handling procedures. Although the instructions and dosage are
recommended on the product packaging, limited education and awareness among end users may
result in the incorrect or excessive use of our products. Such misuse may lead to crop damage, health
hazards, environmental consequences, and ultimately, consumer complaints or disputes.
We cannot assure you that incidents involving inappropriate use of our products will not occur in the
future. Any such incidents may negatively impact our brand image and reputation, and could lead to
regulatory scrutiny, legal claims, or loss of customer confidence. These factors may materially and
adversely affect our business prospects, financial performance, and long-term growth.
15. We derive significant portion of our revenue from the sale of Formulation Grade agrochemical
products, and any decline in demand or pricing for these products could adversely affect our
business, financial condition, and results of operations.
A significant portion of our revenue is generated from the sale of formulation grade agrochemical
products. Consequently, our business performance is highly dependent on the continued demand for,
and profitability of, these products. Any adverse changes affecting this segment, such as a shift in
market preferences, regulatory changes, increased competition, changes in cropping patterns, or a
decline in agricultural activity could significantly impact our sales. Additionally, external factors
such as adverse weather conditions, pest trends, fluctuations in raw material costs, and changes in
government policies may influence both the demand and pricing for our formulation products.
Details of revenue generated from our Formulation Grade and Technical Grade for Fiscals 2025,
2024 and 2023, including as a percentage of revenue from operations are provided below.
(₹ in millions except for percentages)
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
s Revenue % to the Revenue % to the Revenue % to the
total total total
revenue revenue revenue
Formulatio 4,972.04 98.99 4,553.38 99.88 3,970.62 99.81
n Grade
Technical 47.13 0.94 - - - -
Grade
Others*
3.42 0.07 5.62 0.12 7.44 0.19
Total
5,022.60 100.00% 4558.99 100.00% 3978.06 100.00%
*others include export incentive received.
51Given our revenue concentration in this segment, any downturn in its performance could materially
and adversely affect our business operations, cash flows, and overall financial results. While we have
not faced any adverse changes materially affecting the formulations grade agrochemical market
during the last three Fiscals, we cannot assure that we will not face any such adverse changes in
future.
16. We do not own some of the premises from where we operate.
The premises, including our Registered Office, Corporate Office, Manufacturing Facility I and II
along with some our storage facilities are situated on leased premises, and we do not own any of such
premises.
The following table sets forth the location and other details of the material properties leased:
Address of Purpose Date of Purchase Owne Total
Premises Purchase/Lease/Per d or d/ Rent/Lea
iod of Lease Leased Lease se
from d
E-39, RIICO Registered March 27, 2007 Rajasthan Leased N.A.
Industrial Area, Office and State for 99
Bagru (EXT.), Jaipur Manufacturing Industrial years.
– 303 007, Rajasthan, Facility I Developme
India (Technical Plant nt &
- 2,4-D Investment
products) Corporatio
n Limited
712/1, Vill. Dahami Manufacturing October 05, 2016 Bhura Ram Owned# N.A.
Khurd, Post Dahami II (Formulation Jatt
Kalan, Jaipur – 303 Plant - Sulphur-
007, Rajasthan, India based products)
713/4, Vill. Dhami Manufacturing October 23,2020 Kanwari Owned^ N.A.
Khurd, Bagru, Jaipur III (Formulation Devi and
-303 007, Rajasthan, Plant - Pesticide Birdichand
India Granules/Liquid
)
Plot No G-49, Manufacturing February 16, 2022 Shubham Owned N.A.
Industrial Area, I-Ext (Technical Industries
Bagru (EXT.), At Plant - 2,4-D
Village Bagru Kalan products)
Tehsil Sanganer
Jaipur – 303 007,
Rajasthan, India
301, 3rd Floor & Corporate From October 01, Alok Leased 0.035
140-B Pandit TN Office 2020 To September Pareek million
Mishra Marg, 30, 2025 Per
Nirman Nagar, Month
Jaipur – 302 019,
Rajasthan, India
Industries Plot No Raw Material From July 01, 2024 Arun Leased 0.085
G-48 Bagru Kalan storage of to July 31, 2029 Kumar million
teh Sanganer Unit-I Singal Per month
Jaipur – 303 007,
Rajasthan, India
Khasra No Raw Material June 19, 2024 Gyanchan Owned N.A.
906/713, at Village storage of d and
Dehmi Khurd Unit-II and III Vijay
Tehsil, Sanganer, Choudhar
Jaipur – 303 007, y
Rajasthan, India
Khasra No 710-3, Manufacturing February 23, 2024 Manish Owned N.A.
52Address of Purpose Date of Purchase Owne Total
Premises Purchase/Lease/Per d or d/ Rent/Lea
iod of Lease Leased Lease se
from d
712, 712-8, Village Facility II-Ext. Choudhar
Dehmi Khurd, (Formulation y and
Tehsil Sanganer, Plant - Subhesh
Jaipur – 303 007, Pesticide Choudhar
Rajasthan, India Granules/Liqu y.
id)
710/3, 712/2, Vill. Storage From November 09, Madanlal Leased 0.13
Dehmi Khurd, Post Facility of 2023 to October 08, Choudhar million
Kalan, Jaipur – 303 Unit-II 2029 y and Per
007, Rajasthan, Ritwik Month
India Choudhar
y
712/3, Vill. Dehmi Storage From August 01, Vimla Leased 0.05
Khurd, Post Kalan, Facility of 2024 to August 01, Devi million
Jaipur – 303 007, Unit-II 2029 per month
Rajasthan, India
Khasra No 710/3, Manufacturing February 23, 2024 Kedar Owned N.A.
at Village. Dehmi Facility II-Ext. Choudhar
Khurd, Tehsil (Formulation y
Sanganer, Jaipur – Plant -
303 007, Pesticide
Rajasthan, India Granules/Liqu
id)
Khasra No 710/4, Manufacturing May 07, 2024 Saru Owned N.A.
Village Dehmi Facility II-Ext
Khurd, Tehsil (Formulation
Sanganer, Jaipur – Plant -
303 007, Pesticide
Rajasthan, India Granules/Liqu
id)
Khasra No. Unit- IV Open January 21, 2023 Prabhati Owned N.A.
2408/1654 and area Devi
2409/1654, Village
Gidani, Tehsil
Sanganer, Jaipur –
303 007,
Rajasthan, India
691,714,715,716,9 Raw Material May 11, 2025 Shri Owned N.A.
00-713,714-1, Vill. Storage Hiralal
Dahami Khurd, warehouse Chaudhar
Post Dahami y; Shri
Kalan, Jaipur- 303 Babulal
007, Rajasthan, Chaudhar
India y; Shri
Ramdhan
Chaudhar
y; and
Smt.
Koyli Dev
903-713, Vill. Open area March 3, 2025 Smt. Owned N.A.
Dahami Khurd, Manni
Post Dahami Devi and
Kalan, Jaipur- 303 Shri Ladu
53Address of Purpose Date of Purchase Owne Total
Premises Purchase/Lease/Per d or d/ Rent/Lea
iod of Lease Leased Lease se
from d
007, Rajasthan, Ram
India
G-52, Riico Raw Material May 23, 2025 to Om Art Leased 0.16
Industrial Area, storage May 22, 2028 Creations for 3 millions
Bagru (EXT.), Warehouse years per month
Jaipur- 303 007,
Rajasthan, India
^The property was originally acquired as agricultural land and was subsequently converted to industrial use through an
application submitted to Jaipur Industrial Land Development Authority. Pursuant to approval, the land was legally converted
from agricultural to industrial classification for a term of 99 years for a one-time amount of ₹ 3.02 million.
#The property was originally acquired as agricultural land and was subsequently converted to industrial use through an
application submitted to Jaipur Industrial Land Development Authority. Pursuant to approval, the land was legally converted
from agricultural to industrial classification for a term of 99 years for an amount of ₹ 0.35 million payable every 8 years
with 25% escalation of the amount at every 15 years.
Note: Our Company has GST registration in Karnataka, Uttarakhand, Uttar Pradesh, Chhattisgarh, Madhya Pradesh,
Haryana and Jharkhand for the purpose of client requirements. However, no operations are carried out as on the date of
filling of this Prospectus and there are no employees of our Company deployed at the premises.
Note: None of the properties taken on lease by the Company are from the Promoters or Promoter Group. Further, the lease
deeds executed are adequately stamped/registered.
For Details, see “Our Business – Our Properties” on page 250.
Our lease expenses as a percentage of total expenses for the last three Fiscals is detailed as below;
(₹ in million except for %)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total Lease Expense 2.30 0.46 0.49
% of total Expense 0.05% 0.01% 0.01%
Our ability to continue operations at these locations is dependent on the continued validity and
renewal of the relevant lease agreements. These leases are subject to expiry and termination by either
party under agreed terms. In the event that any of these lease arrangements are not renewed upon
expiry, or are otherwise terminated, we may be required to vacate the premises at short notice. If we
are unable to renew such lease agreements on the same or similar terms, or if we are unable to identify
and secure suitable alternate premises in a timely and cost-effective manner, it may cause disruption
to our manufacturing and administrative functions. This could lead to delays in production, supply
chain disruptions, increased operational costs, or even a temporary halt in business operations. In
such cases, our reputation, business continuity, financial condition, and results of operations may be
materially and adversely affected. While we have not faced any event of premature termination of
lease last three Fiscals, we cannot assure that we will not face such events in the future.
Further, moving to new premises, if required, could involve significant relocation expenses, require
re-approvals from regulatory authorities, or lead to delays in setting up operations at the new site.
Any of these developments may have a material adverse impact on our overall operational efficiency
and future growth prospects. For information relating to properties that we have leased, see “Our
Business – Our Properties” on page 250. This may adversely impact the continuance of our
operations and business.
17. We are subject to restrictive covenants under our financing agreements that could limit our
flexibility in managing our business or to use cash or other assets. Any defaults could lead to
acceleration of our repayment obligations, cross defaults under other financing agreements,
termination of one or more of our financing agreements or force us to sell our assets, which may
adversely affect our cash flows, business, results of operations and financial condition.
We have entered into agreements for secured short term and long-term borrowings with certain
lenders. As on July 31, 2025, an aggregate of ₹841.99 million towards secured loans, was outstanding
54towards loans availed from banks. The credit facilities availed by us are secured by way of mortgage
of fixed assets, hypothecation of current assets (both present and future), and personal guarantees
given by our Promoters. Additionally, our Promoter, Om Prakash Choudhary and Kedar Choudhary,
has also provided their property as collateral for such borrowings. For details, see “Financial
Indebtedness” on page 343.
Set out below are the details of the guarantees provided by our Promoters during the past three
Fiscals;
Name of Lender Type of Amount Guaranteed Amount outstanding
borrowing/facility (₹ in Millions) as on July 31, 2025
Punjab National (i) Term Loans 212.53 169.48
Bank (ii) Vehicle Loan 9.95 4.04
(iii) Cash Credit 700.00 663.42
(iv) GECL 10.70 5.05
Total 933.18 841.99
The details of the secured borrowings from banks for last three Fiscals and are detailed as below;
(in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Secured borrowing from Banks ₹ 792.44 ₹ 453.85 ₹ 251.48
Total ₹ 792.44 ₹ 453.85 ₹ 251.48
Further the details of debt-to-equity ratio, debt/interest service coverage ratio for the last three Fiscals
are detailed as below;
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Debt to equity ratio 0.80 0.60 0.50
Debt service coverage ratio 9.10 8.32 5.20
In case we are not able to pay our dues in time, the same may amount to a default under the loan
documentation and all the penal and termination provisions therein would get triggered and the loans
granted to us may be recalled with penal interest. This could severely affect our operations and
financial condition. Our financing agreements include certain covenants that require us to obtain
lender consents prior to carrying out certain corporate activities and entering into certain transactions,
such as, incurring any additional borrowings, undertaking capital expenditure, diversifying business,
advance or repay loans, effect any dividend pay-out in case of delays in debt servicing, effect any
change in shareholding pattern and management control of the Company amongst others.
Accordingly, we have obtained a no-objection certificate from Punjab National Bank to undertake
the Issue. In addition, any breach of financial or non-financial covenant may qualify as an event of
default under financing agreements.
We cannot assure you that the lenders will not seek to enforce their rights in respect of any breach by
us under our financing agreements. Any failure to comply with any condition or covenant under our
financing agreements that is not waived by the lenders or is not otherwise cured by us, may lead to a
termination of our credit facilities and/or acceleration of all amounts due under the relevant credit
facility. Further, such breach and relevant actions by the lenders could also trigger enforcement action
by other lenders pursuant to cross-default provisions under certain of our financing agreements.
Further, if the obligations under any of our financing agreements are accelerated, we may have to
dedicate a substantial portion of our cash flow from operations to make payments under the financing
documents, thereby reducing the availability of cash for our operations. In addition, the lenders may
enforce their security interest in certain of our assets. Moreover, during the period in which we are in
default, we may face difficulties in raising further loans. Any future inability to comply with the
covenants under our financing agreements or to obtain the necessary consents required thereunder
may lead to termination of our credit facilities, levy of penal interest, acceleration of all amounts due
under such financing agreements and enforcement of any security provided. Further, in the event of any
55breach of our repayment obligations, our lenders may initiate proceedings against us under the Insolvency and
Bankruptcy Code, 2016, including filing an application with the National Company Law Tribunal (NCLT) for
the commencement of an insolvency resolution process. Any of these circumstances would have an
adverse effect our business, results of operation and financial condition. Further, the said credit
facilities can be renewed/enhanced/cancelled/suspended/reduced and the terms and conditions of the
same can be altered by the lending banks, at their discretion. In the event, the lenders refuse to renew
/ enhance the credit facilities and/or cancel / suspend / reduce the said credit facilities and/or alter the
terms and conditions to the derogation of our Company, then our existing operations as well as our
future business prospects and financial condition may be severely affected.
18. Our Promoters and members of the Promoter Group will continue jointly to retain majority control
over our Company after the Issue, which will allow them to determine the outcome of matters
submitted to shareholders for approval.
After completion of the Issue, our Promoters and Promoter Group will collectively own a majority
of the Equity Shares of our Company. As a result, our Promoters together with the members of the
Promoter Group will be able to exercise a significant degree of influence over us and will be able to
control the outcome of any proposal that can be approved by a majority shareholder vote, including,
the election of members to our Board, in accordance with the Companies Act and our AoA. Such a
concentration of ownership may also have the effect of delaying, preventing or deterring a change in
control of our Company.
In addition, our Promoters will continue to have the ability to cause us to take actions that are not in,
or may conflict with, our interests or the interests of some or all of our creditors or minority
shareholders, and we cannot assure you that such actions will not have an adverse effect on our future
financial performance or the price of our Equity Shares.
19. Information relating to the historical installed capacities of our Manufacturing Facilities included
in this Prospectus may be based on certain assumptions and estimates by the independent
chartered engineer verifying such information and future production and capacity utilization may
vary.
Information relating to our installed capacities and the historical capacity utilization of our
Manufacturing Facilities included in this Prospectus may be based on certain assumptions and
estimates, including assumptions relating to availability and quality of raw materials and operational
efficiencies. While we have obtained a certificate dated September 1, 2025 from Hari Dutt Purohit,
Independent Chartered Engineer, in relation to installed and utilized capacity and actual production
levels, future capacity utilization rates may vary significantly from the historical capacity utilization
rates.
In addition, capacity utilization is calculated differently in different companies, countries, industries
and for the kinds of products we manufacture. Actual utilization rates may differ significantly from
the estimated installed capacities or historical estimated capacity utilization information of our
Manufacturing Facilities. While we take efforts to ensure that our production capacity is, at all times,
utilized at optimum levels, such as determining the levels of business that we shall seek and accept,
production schedules, personnel requirements and other resource requirements, based on our internal
estimates and targets, if we are unable to fully utilize our installed capacities in the future, there could
be a negative impact on our cost and profitability and thereby adversely affecting our financial
condition. Undue reliance should therefore not be placed on our installed capacity or historically
estimated capacity utilization information for our existing Manufacturing Facilities included in this
Prospectus. For further details of our production and capacity utilization, see “Our Business –
Capacity Utilization” on page 241.
5620. We have recently commenced production of technical grade agrochemical products and have a
limited production history in this segment, which may impact our ability to operate and grow this
business successfully.
In September 2024, we commenced production of Technical Grade agrochemical products, this
initiative is a key part of our backward integration strategy, intended to reduce reliance on third-party
suppliers, enhance supply chain control, improve cost efficiency, and support the production of
Formulation Grade products through internal sourcing of key input. For details, see “Our Business
– Our Manufacturing Facilities” on page 231. However, given the recent commencement of
operations, we are still in the early stages of scale-up and optimisation. We may encounter challenges
such as operational inefficiencies, delays in stabilising production processes or quality control issues.
Any such issues could limit our ability to meet internal requirements or realise the anticipated benefits
of backward integration. Furthermore, if we are unable to achieve the desired output levels, ensure
consistent quality, or control production costs, it may impact the competitiveness of both our
technical and formulation grade products. This could, in turn, affect our margins, product delivery
timelines, and customer satisfaction. Any underperformance or disruption in its operations may
adversely affect our business, financial condition, results of operations, and future growth prospects.
21. Our business is sensitive to weather patterns, seasonal factors and climate change, which can
impact demand for our products and adversely affect our business, results of operations and
financial condition.
Our business performance is closely linked to weather conditions and seasonal trends that directly
affect the agrochemical industry. Events such as droughts, floods, cyclones, unseasonal rainfall, pest
infestations, and other natural disasters can influence the incidence of crop diseases and pest
outbreaks, which in turn drive the demand for crop protection products. Adverse weather conditions,
particularly drought, may result in reduced crop sowing and lower yields, leading to a decline in
demand for our products. Such variability may cause significant year-on-year fluctuations in sales
across different geographies.
Further, our business is seasonal in nature, with a significant portion of revenues generated during
the monsoon season in India and other markets where our products are sold. In India, demand for
fungicides, herbicides, insecticides, and plant growth regulators is typically higher during the first
half of the fiscal year due to the Kharif cropping cycle, which commences with the southwest
monsoon in June and concludes with harvesting between October and November.
Set out below is the breakup of our quarterly revenue from operations for the Fiscals 2025, 2024 and
2023 respectively:
Fiscal/Period Quarter Revenue from Operations (₹ % of Total revenue
in millions)
2025 Q1 1,317.26 26.24%
Q2 1,673.50 33.34%
Q3 1,178.66 23.48%
Q4 849.75 16.93%
Total 5,019.17 100%
2024 Q1 1,194.68 26.24%
Q2 1,628.05 35.75%
Q3 1,094.78 24.04%
Q4 635.87 13.96%
Total 4,553.38 100.00%
2023 Q1 970.25 24.44%
Q2 1,469.41 37.01%
Q3 937.90 23.62%
Q4 593.07 14.94%
57Total 3,970.62 100.00%
*As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Weather conditions can also shift the timing of sowing seasons, affect crop cycles, and influence pest
dynamics, all of which may impact the demand pattern, sales volumes, and product mix in a given
period. Additionally, unpredictable or extreme weather may lead to commodity price volatility,
affecting farmers’ cropping decisions, which could subsequently impact our sales.
According to the CareEdge Report, changes in pest behaviour and extreme weather events are making
it increasingly difficult to formulate and apply effective crop protection strategies.
Insufficient rainfall during the monsoon season may lead to a decline in crop sowing, which can
reduce demand for our products. Conversely, excessive rainfall may damage standing crops, similarly
resulting in reduced product demand. Although we have not faced material adverse impacts due to
shortfall or excess rainfall in the monsoon during Fiscals 2025, 2024 and 2023, there can be no
assurance that such conditions will not arise in the future.
Due to the above factors, our sales and operating results may fluctuate significantly from one fiscal
to another and may not be indicative of future performance. Any significant reduction in the area
under Kharif crop cultivation, or shifts in cropping patterns, could adversely impact demand for our
products and materially affect our business and profitability.
22. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of
credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our
business and results of operations.
The cost and availability of capital, amongst other factors, is also dependent on our credit ratings. As
on February 16, 2024, we have been assigned with CARE BBB; Stable for long term borrowing and
CARE A3+ for short-term borrowing with stable outlook from CARE Edge Rating Limited. The
details of the credit rating obtained by us in past are as follows;
Agency Instrument Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal Fiscal 2021
/ Facility 2022
CARE Long Term - CARE - - Withdrawn
Ratings Borrowing BBB; Stable
Limited CARE BB+; Stable
(February
16, 2024) (September 22,
2020)
Short Term - CARE A3+ CARE BBB; - -
Borrowing (February
16, 2024) (December
26, 2022)
Any adverse change in credit ratings assigned to our Company or our borrowing limits in the future
may impact our ability to raise additional funds and/or the interest cost at which we borrow additional
funds and this could have an adverse effect on our business and results of operations.
23. Our Company, Promoters, Directors and Senior Management Personnel are parties to certain
legal proceedings. Any adverse decision in such proceedings may have a material adverse effect
on our business, results of operations and financial condition.
Our Company, Promoters, Directors and Senior Management Personnel are parties to certain legal
proceedings. These legal proceedings are pending at different stages before various courts, tribunals
and forums. The outcomes of these legal proceedings are uncertain and could lead to adverse orders
against our Company, Promoters, Directors and Senior Management Personnel. Legal expenses,
regulatory challenges, and potential sanctions arising from these proceedings may put a strain on our
financial resources and impact our profitability. In the event of adverse rulings in these proceedings
or levy of penalties / fines by courts, tribunals and forums, our Company may need to make payments
58or make provisions for future payments. Furthermore, adverse publicity and negative perceptions
associated with criminal litigations can affect our reputation, leading to potential loss of customer
trust and business opportunities. It may also impact our ability to secure contracts, licenses, or permits
required for our operations.
A summary of the pending criminal and tax proceedings and other material litigations involving our
Company, Directors, Promoters and Senior Management Personnel has been provided below:
(₹ in million)
Nature of Cases Number of outstanding Amount Involved*
cases
Litigation involving our Company
Criminal proceedings against our Company 5 Not ascertainable
Criminal proceedings by our Company 60 28.21
Material civil litigation against our Company - -
Material civil litigation by our Company - -
Actions by statutory or regulatory Authorities - -
Direct and indirect tax proceedings 4 3.33
Litigation involving our Directors (other than Promoters)
Criminal proceedings against our Directors - -
(other than Promoters)
Criminal proceedings by our Directors (other 1 Not ascertainable
than Promoters)
Material civil litigation against our Director 1 Not ascertainable
(other than Promoters)
Material civil litigation by our Director (other - -
than Promoters)
Actions by statutory or regulatory authorities - -
Direct and indirect tax proceedings 3 0.14
Litigation involving our Promoters
Criminal proceedings against our Promoters 1 Not ascertainable
Criminal proceedings by our Promoters 1 1.00
Material civil litigation against our Promoters - -
Material civil litigation by our Promoters - -
Actions by statutory or regulatory authorities - -
Direct and indirect tax proceedings - -
Litiagtion involving our KMP and SMP
Criminal proceedings against our KMP and 4 Not ascertainable
SMP
Criminal proceedings by our KMP and SMP - -
Actions by statutory or regulatory authorities - -
Direct and indirect tax proceedings - -
*To the extent quantifiable.
We cannot assure you that any of the aforementioned litigations will be settled in our favour, or that
no further liability will arise out of these proceedings. Even if we are successful in defending such
cases, we will be subjected to legal and other costs relating to defending such litigation, and such
costs could be substantial. The amounts claimed in these proceedings have been disclosed to the
extent ascertainable. All of the above ongoing matters could result in financial losses, reputational
damage, and disruptions to our Company’s business operations, in the event any adverse orders are
passed against our Company/directors.
While we have not incurred any material penalties / fines due to any adverse rulings during last three
Fiscals. Such payments or provisions may increase our expenses and current or contingent liabilities
and also, adversely affect our reputation, business, financial condition and results of operation in
future. For details of such outstanding litigations, see “Outstanding Litigations and Material
Developments” on page 380.
5924. We are subject to potential product liability claims, which could adversely affect our business,
financial condition, results of operations, and reputation.
Our business inherently exposes us to the risk of product liability claims, including those relating to
adverse environmental effects, manufacturing defects, negligence in storage or handling, or quality
control lapses. Although our products undergo extensive testing before commercialisation, there is
no assurance regarding their long-term effects on soil health, water resources, or overall
environmental impact. If any of our products are found to cause harm, whether perceived or actual,
we may be subject to legal action and reputational damage.
We may also face claims arising from issues such as deterioration of product quality during storage
or distribution, or failure to comply with safety standards. Product liability lawsuits, regardless of
merit or outcome, may result in significant financial costs, including legal fees, settlements, and
damages. They may also divert management’s attention, affect our goodwill, and impair the
marketability of our products. Although, we have not faced any such instance in last three Fiscals,
we cannot assure that we will not face such liability in the future.
25. We face competition in relation to our offerings, including from competitors that may have greater
financial and marketing resources. Failure to compete effectively may have an adverse impact on
our business, financial condition, results of operations and prospects.
As per CareEdge Report, 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. Rising competition may lead to pricing pressures,
shrinking profit margins, loss of market share, or an inability to improve our market position, all of
which could significantly harm our business.
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. 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.
We mainly face competition from manufacturers and importers of agrochemicals. Competitors in the
agrochemical industry compete on key attributes such as technical expertise, product quality, sales,
pricing and timely delivery. Many of our competitors, particularly multinational corporations, enjoy
significant competitive advantages, such as greater recognition and enhanced access to financial,
research and development, marketing, and distribution resources. Some specialize in specific product
verticals, allowing them to invest more heavily in developing technologically superior equipment,
resulting in greater visibility for their brands. Also, see “Our Business – Competition” and “Industry
Overview” on pages 245 and 157, respectively, for further details on competitive conditions that we
face across our various business segments. Additionally, some of our competitors may enjoy
favourable position to 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.
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 prospect.
60Additionally, competitors may form strategic alliances or business combinations that bolster their
market positions, potentially limiting our ability to enter similar arrangements. In order to keep pace
with the competition, we have been continuously working on developing our agrochemical products,
integrating our operations and expanding our operations. As competition intensifies, we must
effectively compete with existing and potential rivals to maintain and grow our market share, which
is critical for our overall business success and operational results.
26. We require certain approvals and licenses in the ordinary course of business and are required to
comply with certain rules and regulations to operate our business, any failure to obtain, retain and
renew such approvals and licences or comply with such rules and regulations may adversely affect
our operations.
We are required to obtain and maintain various statutory and regulatory permits, approvals, licenses
and registrations to operate our business, certain of which may have expired and have been applied
for and certain of which are due to expire in the near future. Many of these approvals are subject to
periodical renewal. Any failure to renew the approvals that may expire, or to apply for the required
approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals,
licenses, registrations and permits that have been or may be issued to us, could result in delaying the
operations of our business, which may adversely affect our business, financial condition, results of
operations and prospects. We believe that we have obtained all the material licenses required for
running our business and operations.
We are required to obtain regulatory pre-approval for our products. As per Section 9 of the
Insecticides Act, 1968 any person desiring to import or manufacture any insecticide may apply to the
registration committee, Central Insecticides Board and Registartion Committee (CIBRC), for
registration of such insecticide and there is a separate registration for each insecticide. Accordingly,
we provide our Technical Grade and Formulation Grade products to the CIBRC for their approval
where they undertake testing to check the composition and purity profile before granting
registrations. In addition, under Section 13 of the Insecticides Act, 1968 any person desiring to
manufacture, sell, stock or exhibit for sale or distribute any insecticide, is required to make an
application to the licensing officer of the respective state authority for the grant of license. In
particular, for our Company, we obtain licenses under Section 13 of the Insecticides Act, 1968 from
the Department of Agriculture, which makes periodic visits to inspect the infrastructure facilities
available at our manufacturing facilities as well as our Technical Grade and Formulation Grade
products. We are also subject to Section 27 of the Insecticides Act, 1968 which prohibits the sale,
distribution, or use of insecticides for public safety reasons, allowing the Central or State Government
to prohibit the use of an insecticide if they believe it poses a risk to humans or animals. As on March
31, 2025, we have obtained 410 generic registrations, including 380 Formulation Grade registrations
and 30 Technical Grade registrations for our agrochemical products from CIBRC. The classification
of our 9(3) and 9(4) registrations is as follows:
Registration Formulation Formulation Technical Grade Technical Grade Total
Grade Grade (Indigenous (Exports)
(Indigenous (Exports) Manufacturer)
Manufacturer)
9(3) - 38 - 15 53
9(4) 342 - 15 - 357
Total 342 38 15 15 410
We also hold export registrations for 38 Formulations Grade agrochemical products, for sale in
overseas markets. For details, see “Our Business – Product Registration Process” on page 231.
While we have not had any material instances of failure to obtain, maintain or renew approvals,
licenses, and registrations required to conduct our businesses in the past three Fiscals, we cannot
assure you that approvals, licenses and registrations will be successfully granted or renewed in a
timely manner or at all in the future. We also cannot assure you that our approvals and consents will
not be suspended or revoked in the future. Failure to obtain, maintain or renew the approvals, licenses
and registrations required to operate our business could adversely affect our business, financial
61condition, cash flows and results of operations.
Further, some of our permits, licenses and approvals are subject to several conditions and we cannot
provide any assurance that we will be able to continuously meet such conditions or be able to prove
compliance with such conditions to the statutory authorities, which may lead to the cancellation,
revocation or suspension of relevant permits, licenses or approvals which may result in the
interruption of our operations and may have a material adverse effect on our business, financial
condition, cash flows and results of operations. For more details relating to licenses and approvals
relating to our business, see “Government and Other Statutory Approvals” on page 391.
27. Continued operations at our Manufacturing Facilities are critical to our business and any
disruption in our Manufacturing Facilities would have a material adverse effect on our business,
results of operations and financial condition.
As on date of this Prospectus, we have three (3) manufacturing facilities located at (i) E-39, RIICO
Industrial Area, Bagru (ext.), Jaipur – 303 007, Rajasthan, India (“Manufacturing Facility I”); (ii)
712/1, Vill. Dahami Khurd, post Dahami Kalan, Jaipur – 303 007, Rajasthan, India (“Manufacturing
Facility II”); and (iii) 713/4, Vill. Dhami Khurd, Bagru, Jaipur – 303 007, Rajasthan, India
(“Manufacturing Facility III”) (the Manufacturing Facility I, Manufacturing Facility II and
Manufacturing Facility III together, “Manufacturing Facilities”). For details of our Manufacturing
Facilities, see “Our Business – Our Manufacturing Facilities” on page 231. Our Manufacturing
Facilities are subject to operating risks, such as the breakdown or failure of equipment, power supply
or processes, performance below expected levels of efficiency, obsolescence of equipment or
machinery, labour disputes, natural disasters, industrial accidents and the need to comply with the
directives of relevant government and regulatory authorities. Our customers rely significantly on the
timely delivery of our products and our ability to provide an uninterrupted supply of our products is
critical to our business.
Any significant malfunction or breakdown of our machinery may entail significant repair and
maintenance costs and cause delays in our operations. If we are unable to repair the malfunctioning
machinery in a timely manner or at all, our operations may need to be suspended until we procure
machinery to replace the same. Although we have not experienced any significant disruptions at our
Manufacturing Facilities during the past three Fiscals, we cannot assure you that there will not be any
significant disruptions in our operations in the future. In order to mitigate such risks, we have
appointed a dedicated safety officer for each units, who monitors all safety protocols on a daily basis.
In addition, the Company regularly conducts mock drills and training sessions to ensure that
employees remain aware of and prepared for safety-related contingencies. However, any inability to
effectively respond to such events and rectify any disruption, in a timely manner and at an acceptable
cost, could lead to the slowdown or shut-down of our operations or the under-utilization of our
Manufacturing Facilities, which in turn may have an adverse effect on our business, results of
operations, cash flows and financial condition.
28. Under-utilization of our manufacturing capacities and an inability to effectively utilize our
manufacturing capacities could have an adverse effect on our business, future prospects and
future financial performance.
The following table sets forth certain information relating to the capacity utilization of our
Manufacturing Facilities calculated on the basis of total installed production capacity and actual
production, as of and for the years/periods indicated herein:
The following table sets forth the average capacity utilization of the Company’s products at the
Company’s manufacturing facilities for the specified periods:
62For Fiscal 2025 For Fiscal 2024 Fiscal 2023
Location Total Actual Capa Total Actual Capa Location Total Actual Capa
Instal Produ city Install Produ city Instal Produ city
led ction Utiliz ed ction Utiliz led ction Utiliz
Capa (MT) ed* Capac (MT) ed Capa (MT) ed
city ity city
(MT) (MT) (MT)
Manufac 6,900 1,386.3 20.09 13,300 11,064. 83.19 Manufac 13,30 12,215. 91.85
turing 7 % 15 % turing 0 80 %
Facility I Facility I
Manufac 51,00 22,920. 44.94 51,000 24,593. 48.22 Manufac 39,00 22,127. 56.74
turing 0 30 % 15 % turing 0 99 %
Facility Facility
II II
Manufac 32,00 19,970. 62.41 18,700 4,364.2 23.34 - - - -
turing 0 09 % 6 %
Facility
III
#The installed capacity at Manufacturing Facility I includes the capability to manufacture technical grade Insecticides, Fungicides, Herbicides.
However, as of March 31, 2025, the Company is only utilizing the Manufacturing Facility I for the manufacture of technical grade Herbicides and
Insecticides.
Notes:
1. Post-April 2023, the Company initiated the transfer of all formulation manufacturing activities from Unit 1 to Unit 3 (New
Unit). This transition was completed by April 2024, with ongoing operations for all formulations at Unit 3. Concurrently,
Unit 1 was repurposed for technical manufacturing, with its setup finalized by September 2024, and operations have
commenced accordingly.
2. Installed capacity represents the installed capacity as of the last date of the relevant Fiscal. The installed capacity is based
on various assumptions and estimates, including standard capacity calculation practice in the industry. Assumptions and
estimates taken into account for measuring installed capacities include 25 working days/month and 12 months in a year,
at 1 shift per day operating for 8 hours per shift.
3. Actual production represents quantum of production in the relevant Fiscal.
4. Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the available
capacity during such Fiscal.
For details, see “Our Business – Capacity Utilization” on page 241. While we seek to increase the
capacity utilization levels, there can be no assurance that demand for our products will grow at
expected rates or that we will be successful in capturing this increase in demand. If we are unable to
garner adequate demand for our products, we may fail to justify our decisions to increase installed
capacity at our Manufacturing Facilities, which may have an adverse impact on our business
prospects, financial condition and results of operations. Further, we cannot assure you that the
capacity utilization will not further decrease from current utilization levels, which may further
increase the cost of production in the future, as maintenance costs increase for our plant and
machinery. If we are unable to pass on this additional cost to our customers, our gross margins could
decline and our revenue, results of operations and financial condition would be adversely affected.
29. There may have been certain instances of non-compliances with respect to certain corporate
actions taken by our Company in the past. Consequently, we may be subject to regulatory actions
and penalties.
There were certain instances of secretarial non-compliances in our Company, .The details of such
non-compliances i.e. delays in filing of certain forms with the RoC are set out below.
Sr. Form Fiscal to Event date Date of Period Additional
No. which the filing of delay fee paid
filing (in
relates days)
1. Form ADT-1 2024 September 30, October 25, 10 600
2024 2024
2. Form AOC-4 2023 September 30, December 1,200
47
XBRL 2023 16, 2023
63Sr. Form Fiscal to Event date Date of Period Additional
No. which the filing of delay fee paid
filing (in
relates days)
3. Form MGT-7 2023 September 30, December 1,700
17
2023 16, 2023
4. Form AOC-4 2022 September 30, December 2, 3,400
398
XBRL 2022 2023
5. Form MGT-7 2022 September 30, December 2, 400
03
2022 2022
6. CHG-1 (ID: 2025 March 11, May 16, 3,600
36
100917195) 2024 2024
7. CHG-1 (ID: 2024 May 10, 2023 June 19, 3,600
10
100729762) 2023
8. CHG-1 (ID: 2024 August 7, October 7, 3,600
31
100787940) 2023 2023
9. CRA-2 2024 September 20, November 8, 1,200
19
2023 2023
10. DIR-12 2024 August 31, October 25, 1,200
25
2023 2023
11. DPT-3 2024 March 31, August 5, 2,400
36
2024 2024
12. DPT-3 2023 March 31, December 6,000
176
2023 23, 2023
13. DPT-3 2022 March 31, March 29, 7,200
272
2022 2023
14. MGT-14 2025 May 7, 2024 March 28, 7,200
295
2025
However, our Company has made all the requisite filings with payment of additional fees to the
Ministry of Corporate Affairs, as applicable. Going forward, we shall endeavour to file the requisite
statutory form within the prescribed timelines for which we have appointed qualified professionals
to oversee the process. However, we cannot provide assurance that there will be no delays in the
filing of statutory forms in the future. Further, there has been an instance of clerical error in form
MSME filed for year 2022. While no penalties have been imposed on us by the regulatory authority
to date, there is no assurance that penalties or fines will not be levied in the future.
Our Company inadvertently failed to incur the required Corporate Social Responsibility (CSR)
expenditure from Fiscal 2021 to Fiscal 2024. However, the unspent CSR amounts were transferred
to the specified funds in accordance with Schedule VII of the Companies Act, 2013, specifically to
the Clean Ganga Fund. Set out below are the details of transfer of these unspent CSR amounts:
Sr. No. Fiscal Amount (in ₹) Fund name Date of transfer
1. 2024 11,60,000 Clean Ganga Fund January 13, 2025
2. 2023 23,11,000 PM CARES Relief Fund January 13, 2025
3. 2022 17,67,000 PM CARES Relief Fund January 11, 2025
4. 2021 10,47,000 PM CARES Relief Fund January 9, 2025
To address the non-compliance, the Company on a suo moto basis has filed adjudication applications
with the Registrar of Companies, Jaipur on February 20, 2025, seeking adjudication for such non-
compliance under the Companies Act.
Further, in the past, the offer periods for certain rights issues exceeded the 30-day timeline prescribed
under the Companies Act, 2013. As per Section 62(1) of the Companies Act, 2013, the period of offer
should be closed within 30 days. However, the Company inadvertently kept the offer period open for
more than 30 days in the allotments made for rights issue on November 17, 2014, March 23, 2016
and March 31, 2017. To address these non-compliances, the Company, on a suo moto basis, filed
64adjudication applications with the Registrar of Companies, Jaipur, seeking adjudication of penalties
for lapses relating to rights issue timelines. The Registrar of Companies, Jaipur has vide its orders
dated May 20, 2025, in relation to the March 31, 2017 rights issue has levied a penalty amounting to
₹200,000 upon the Company, ₹50,000 each upon Om Prakash Choudhary, Sita Ram Sharma and
Kedar Choudhary; vide its order dated May 26, 2025 in relation to the November 17, 2014 rights
issue has levied a penalty amounting to ₹200,000 upon the Company, ₹50,000 each upon Om Prakash
Choudhary, Sita Ram Sharma and Kedar Choudhary; and vide order dated May 26, 2025 in relation
to the in relation to the March 23, 2016 rights issue has levied a penalty amounting to ₹200,000 upon
the Company, ₹50,000 each upon Om Prakash Choudhary, Sita Ram Sharma and Kedar Choudhary.
Accordingly, the Company, Om Prakash Choudhary, Sita Ram Sharma and Kedar Choudhary have
respectively and duly paid the aforementioned penalties.
These applications are currently pending. While no penalties have been imposed on us by the
regulatory authority to date, there is no assurance that penalties or fines will not be levied in the
future. For further details see “Outstanding Litigations and Material Developments” on page 380.
Further, our Company has not been able to trace certain ROC form filed in the past, , the details of
which are listed below;
No. Forms Date of the Meeting Events
1. Form 32 November 29, 2005 Appointment and change in designation of
Mahendra Kumar Bhatra and Ram Prasad
Choudhury
2. Form 32 November 29, 2005 Appointment and change in designation of
Om Prakash Choudhary as Executive Director
3. Form 32 November 30, 2005 Cessation of Gopal Lal Jat as Director
4. Form 32 November 30, 2005 Cessation of Hanuman Shahi as Whole Time
Director
*As confirmed by a independent practicing company secretary, vide its confirmation letter dated March 31, 2025.
We have been unable to trace these documents despite commissioning a detailed online search at the
ROC through an independent practicing company secretary, to trace records and filings available with
the ROC and accordingly an intimation to ROC was sent regarding the untraceable forms. We cannot
assure you that the abovementioned secretarial records will be available in the future. Although other
secretarial records such as minutes of Board and Shareholders’ meetings and the Register of Members
indicate that the relevant corporate action may have taken place, we are unable to verify the same
conclusively in the absence of the relevant statutory form. Consequently, we cannot assure you that
our Company has filed such forms and filings in a timely manner or at all, in the past. Although no
regulatory action has been initiated against us in relation to such untraceable secretarial records, we
cannot assure you that we will not be subject to penalties imposed by regulatory authorities for the
same.
30. Any negative publicity may affect the Company’s business, financial condition, and prospects
The Company, its Group Company, affiliates, and customers are subject to reputational risks arising
from actual or perceived events, actions, or associations that may attract negative publicity. Any
adverse media coverage, public criticism, social media campaigns, or regulatory scrutiny, whether
accurate or otherwise, involving the Company, its management, Group entities, major customers, or
their respective affiliates could harm the Company’s brand image and stakeholder confidence.
Even if such negative publicity is unrelated to the Company’s operations or is ultimately unfounded,
it could nonetheless impact customer relationships, investor sentiment, employee morale, and
business opportunities. In a highly competitive and reputation-sensitive industry, adverse perception
can influence procurement decisions, business partnerships, and regulatory standing.
Although there have been no such instances in the past, the Company does not have control over
third-party actions or public discourse and may not be in a position to immediately mitigate the impact
65of reputational damage. As such, any sustained or high-profile negative publicity could have a
material adverse effect on the Company’s business, financial condition, and prospects.
31. Imposition of liquidated damages and potential customer claims could adversely affect our
business, financial condition and results of operations
Our arrangements with our customer may contain provisions relating to the payment of liquidated
damages in the event of delays, failure to meet agreed specifications, or other non-compliance with
contractual terms. In the ordinary course of our business, we may be exposed to operational
challenges, including delays in production or delivery, regulatory bottlenecks, raw material shortages,
or unforeseen disruptions, which may trigger such contractual penalties. Imposition of liquidated
damages by our customers could materially impact our profitability and financial performance.
Additionally, there is a risk that customers may initiate legal proceedings or raise claims against us
for alleged breach of contract, deficiency in product performance, or other matters. Although we have
not faced any material instances during the Fiscals 2025, 2024 and 2023, and while we strive to
comply with our contractual obligations and maintain high standards of quality, there can be no
assurance that such claims or proceedings will not arise in the future. Defending such claims, even if
ultimately resolved in our favour, may involve significant time, legal expenses, and diversion of
management resources. Any adverse outcome in such matters could result in liabilities, reputational
damage, and have a material adverse effect on our business, financial condition, cash flows and
results of operations.
32. Our estimates and forward-looking statements may prove to be inaccurate
This Prospectus contains certain forward-looking statements and financial estimates that reflect our
current expectations and projections with respect to future events, developments, and performance.
These may include projections of our business, operations, revenues, profits, industry trends, market
conditions, and other matters. Such statements are based on various assumptions and estimates of the
management and are subject to known and unknown risks, uncertainties, and contingencies, many of
which are beyond our control. In the context of the agrochemical industry, factors such as
unpredictable monsoon patterns, changes in government policies, regulatory approvals, raw material
price volatility, customer demand fluctuations, and macroeconomic conditions can significantly
impact actual results. Accordingly, actual outcomes may differ materially from those suggested by
the forward-looking statements or estimates contained herein. There can be no assurance that our
expectations, estimates, or projections will be realized, and undue reliance should not be placed on
such forward-looking statements. Any failure to achieve such expectations may have a material
adverse effect on our business, financial condition, results of operations, and prospects.
33. The Issue Price of our Equity Shares and price-to-earnings(P/E), may not reflect the trading price
of our Equity Shares upon listing on the Stock Exchanges subsequent to the Issue and, as a result,
you may lose a significant part or all of your investment.
While the Issue Price ultimately determines our market capitalisation, which will be decided by our
Company in consultation with the BRLMs through the book building process, it is possible that the
trading price of our Equity Shares on the Stock Exchanges after listing may vary significantly from
the Issue Price. Our P/E ratio at the higher end of the Price Band will be 5.70 times and 5.42 times at
the lower end of the Price Band, as compared to the average P/E ratio of 25.79 for the listed peer set.
The P/E multiples at the Price Band may therefore represent a premium to the average industry P/E,
and the valuation for this Issue may not be strictly comparable with that of other listed peers. The
relevant financial parameters on the basis of which the Price Band will be determined are disclosed
in the section titled “Basis for Issue Price” on page 126 of this Prospectus and shall also be disclosed
in the price band advertisement to be published prior to the Issue. For peer comparison details, please
refer to “Basis for Issue Price” on page 126.
6634. Any non-compliance with the Legal Metrology Act and Rules could lead to regulatory action,
operational disruption, and financial losses
As an agrochemical manufacturing company operating under a B2B model, we are required to
comply with the provisions of the Legal Metrology Act, 2009 and the rules framed thereunder, which
govern standards of weights and measures. Compliance is critical, particularly in relation to the
accurate declaration of quantity and other mandatory disclosures. Any failure to comply with these
requirements, whether due to oversight or process lapses, could result in regulatory action, including
imposition of fines, seizure of goods, or forfeiture of products. We have not faced any such non-
compliance in the Fiscals 2025, 2024 and 2023. However, any material violations could trigger
scrutiny from regulatory authorities, leading to increased compliance costs and operational risk. As
such, any lapses in adhering to the Legal Metrology framework may adversely affect our Company’s
financial condition, business operations, and market standing
35. There can be no assurance that our Company will in all instances be in full compliance with
applicable regulations of the international markets where our Company export the products
Agrochemical products are subject to stringent registration, labelling, packaging, and usage
regulations that vary significantly by jurisdiction. Non-compliance, whether due to changes in laws,
administrative oversight, or differing interpretations of regulatory standards, could result in
enforcement actions, fines, suspension of export licenses, product recalls, or restrictions on market
access. Although we have not faced any such instances in the Fiscals 2025, 2024 and 2023, there can
be no assurance that our Company will, in all instances, be in full compliance with the complex and
evolving regulatory requirements of the international markets to which we export our products. Any
such outcomes could materially and adversely affect our Company’s reputation, financial
performance, and ability to expand or maintain our presence in key international markets.
36. We have contingent liabilities and our financial condition could be adversely affected if any of
these contingent liabilities materializes.
As of Fiscal 2025, contingent liabilities disclosed in the notes to our audited and Restated Financial
Statements aggregated ₹2.97 million. The following table sets forth our contingent liabilities for the
Fiscal 2025, Fiscal 2024 and Fiscal 2023 as per the Restated Financial Information:
(₹in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Corporate Social Responsibility** 12.57 - -
Central Excise and Service Tax* - 0.27 -
Goods and Service Tax*** 2.70 - -
*Subsequent to the period, a favorable order was passed by the appellate authority in favor of the company on January 13,
2025.
**The Company has not spent the mandated Corporate Social Responsibility (CSR) amounts for the following financial years:
₹10,46,936.96 for FY 2020–21, ₹17,66,857 for FY 2021–22, ₹23,10,195 for FY 2022–23, and ₹11,59,750 for FY 2023–24. In
accordance with the provisions of Section 135(7) of the Companies Act, 2013, such non-compliance may attract a penalty on
the Company equal to twice the unspent amount or ₹1 crore, whichever is lower. Accordingly, the total potential liability
amounts to ₹1,25,67,468. Since no penalty has yet been imposed by the authorities and the matter is subject to interpretation
and further regulatory action.
*** On the basis of the appeal filed and as per legal advice obtained by the Company, wherever applicable, the Company is
confident of winning the above case of Rs 2.70 million and is of the view that no provision is required in respect of above
cases.
If any of these contingent liabilities materialize, our financial condition and results of operation may
be adversely affected. For details, please see “Restated Financial Statements - Note no. 40 -
Contingent Liabilities” on page 336.
6737. We are dependent on third-party transportation providers for the supply of materials for our
manufacturing process and delivery of our finished products.
Our success depends on the supply and transport of the various materials required to our
Manufacturing Facilities from suppliers and of our finished products from our Manufacturing
Facilities to our customers or dealers, which are subject to various uncertainties and risks. We use
third-party transportation providers for the delivery of materials to Manufacturing Facilities and our
finished products to customers and therefore, any increase in transportation costs, including fuel price
fluctuations, third-party freight rate hikes, or regulatory charges can impact our overall cost structure
including production cost. Further, transportation strikes, if any, could have an adverse effect on
supplies and deliveries to our customers and from our suppliers. Further, on account of the COVID-
19 pandemic, operations of these third-party transportation providers were affected from time to time.
In addition, raw materials, as well as our products transported to customers, may be lost or damaged
in transit for various reasons including occurrence of accidents or natural disasters. There may also
be a delay in delivery of materials and products which may also affect our business and results of
operations negatively. In the event we fail to maintain a sufficient volume of materials and delivery
of such materials to us is delayed, we may be unable to meet orders in a timely manner or at all. Any
such inability may result in loss of sales opportunities that our competitors may capitalize on, thereby
adversely affecting our business, financial condition, results of operations, and cash flows. Any
compensation 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. Although we have not encountered any instances of material delays during the the last
three Fiscals, we cannot assure you that we will not experience such delays in the future. 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. The table below sets forth our transportation,
freight, duty and handling charges as a percentage of our revenue from operations for the years/period
indicated:
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
s Amount (₹ % of Amount (₹ % of Amount (₹ % of
in million) Revenue in million) Revenue in million) Revenue
from from from
Operations Operations Operations
Freight & 179.39 3.57% 148.63 3.26% 150.01 3.77%
Transporta
tion
Although, transportation cost constitutes a small proportion of the revenue fom operation. These costs
form a recurring component of our operating expenses and are factored into pricing decisions. Any
significant increase in transportation costs in India, due to fuel price hikes, regulatory changes, or
logistical disruptions, could either lead to margin compression if absorbed by the Company, or a
potential drop in demand if passed on to customers.
We could be required to expend considerable resources in addressing our transportation requirements,
including by way of absorbing any excess 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.
38. We enter into certain related party transactions in the ordinary course of our business and we
cannot assure you that such transactions will not adversely affect our business, results of
operations, profitability and margins, cash flows and financial condition.
We enter into certain transactions with related parties in the ordinary course of our business and may
continue to enter into related party transactions in the future. Our related party transactions include
sale of products, purchases, remuneration, and re-imbursement of expenses among other things. Our
Statutory Auditor vide their certificate dated September 18, 2025 has certified that these transactions
have been conducted on an arm’s length basis.
68Our related party transactions, as a percentage of our revenue from operations, constituted
19.02%,10.96% and 0.23% in Fiscals 2025, 2024 and 2023, respectively. The transactions we may
enter into with our related parties in the future could potentially involve conflicts of interest, which
may be detrimental to the interest of our Company and 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 adversely affect our business, results of operations, profitability and margins, cash flows and
financial condition. While all such transactions have been conducted on an arm’s length basis, in
accordance with the Companies Act, 2013 and other applicable regulations pertaining to the
evaluation and approval of such transactions, all related party transactions that we may enter into
post-listing will be subject to an approval by our Audit Committee, our Board, or our Shareholders,
as required under the Companies Act and the SEBI Listing Regulations.
The table below sets forth details of absolute sum of all related party transactions and the percentage
of such related party transactions to our revenue from operations in the last three Fiscals:
(in ₹ millions, except percentage)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Absolute sum of all related party transactions* 955.40 499.53 9.21
Revenue from operations 5,022.60 4,558.99 3,978.06
Absolute sum of all related party transactions 19.02% 10.96% 0.23%
as a percentage of revenue from operations (%)
*Absolute sum of all related party transaction is excluding any off-balance sheet items.
Note: The sale of goods and trade receivables to HOK Agrichem Private Limited has increased in Fiscal 2024 and in the
Fiscal 2025 primarily due to the strategic shift of B2C operations to HOK Agrichem. The increase in the percentage of related
party sales is a result of seasonal demand patterns in the first half of the year, combined with increased order volume from
HOK Agrichem as it scaled up its retail presence.
For details of our related party transactions, see “Summary of the Issue Document —Summary of
related party transactions” and “Restated Financial Statements - Related Party Transactions” on
pages 31 and 337, respectively.
39. Investors should not place reliance on future issuances of bonus shares, which are dependent on
availability of reserves and other commercial considerations.
Any future issuance of bonus equity shares by our Company is contingent upon the availability of
adequate free reserves and compliance with applicable laws. While our Company has undertaken
bonus issuances in the past, including a bonus issue on February 20, 2025, in the ratio of 9:1 (i.e., 9
fully paid-up Equity Shares for every 1 fully paid-up Equity Share held), investors should not place
any reliance on the Company making bonus share issuances in the future, or issuing bonus shares in
large or similar ratios.
Any decision to issue bonus shares in the future will be made at the discretion of our Board of
Directors and shareholders, subject to applicable regulatory requirements. Such decisions will depend
on a variety of factors, including the Company’s overall financial performance, the availability of
free reserves such as securities premium, retained earnings, and capital redemption reserve, the
Company’s capital expenditure and reinvestment plans, prevailing industry dynamics, and the
corporate and tax regulations applicable at the relevant time.
Set forth below are details of our reserves as of the respective periods:
(₹ in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Reserves and Surplus:
Securities Premium - - -
Retained Earnings 558.73 707.64 461.00
Capital Redemption Reserve - - -
69Our Company operates in the agrochemical industry, which is inherently subject to seasonal demand
variations, monsoon dependency, and fluctuations in prices of active ingredients. As a result, while
we may generate profits in certain financial years, such profits are often reinvested to support business
expansion, including investment in new formulation or technical-grade facilities, registration of new
products, marketing initiatives, or raw material procurement.
Given the above, bonus issuances may not be undertaken at regular intervals or in substantial or large
ratios. Investors shall not invest with an expectation of regular or material bonus share issuances, as
such corporate actions are inherently discretionary and may not align with the Company’s strategic
objectives or financial priorities.
40. Our lenders have charge over our movable and immovable properties in respect of finance availed
by us.
We have provided security in respect of loans/facilities availed by us from banks and financial
institutions by creating a charge over our movable and immovable properties. The total amount
outstanding and payable by us as secured loans based was ₹ 841.99 million, as on July 31, 2025. In
the event we default in repayment of the loans / facilities availed by us and any interest thereof, our
assets may be subject to forfeiture by lenders, which in turn could have a significant adverse effect
on our business, financial condition or results of operations. However, during the and the last three
Fiscals, there have been no such instances of delayed payment to our bankers/financers. For further
details of the secured loans availed by us, see “Financial Indebtedness” on page 343.
41. We currently hold product registrations for our Formulation Grade agrochemical products in a
limited number of Indian states, and any delay or failure in obtaining or maintaining additional
registrations may restrict our ability to expand operations and adversely affect our business,
financial condition, and results of operations.
As on the date of this Prospectus, we have obtained product registrations for our formulation grade
agrochemical products in thirteen (13) Indian states. These registrations are a regulatory prerequisite
for the manufacture, sale, and distribution of formulation grade agrochemical products in each state,
as required under applicable laws and regulations. The continued validity of our existing registrations
is contingent upon compliance with various regulatory requirements, including maintaining
prescribed standards of product quality, labelling, packaging, and submission of periodic reports.
Any failure to comply with these obligations may result in suspension, cancellation, or non-renewal
of our registrations, which may, in turn, lead to a halt in operations in the affected regions.
Additionally, changes in regulatory policies, stricter norms, or the imposition of new conditions for
obtaining or renewing registrations could increase our compliance burden and operational costs. We
may also be exposed to litigation, penalties, or reputational risk in the event of non-compliance. We
have not faced any such events in the past three Fiscals, however any such event, whether a delay in
obtaining new registrations or a disruption in existing ones, could restrict our ability to expand
geographically, limit our revenue growth, and adversely impact our business, financial condition, and
results of operations.
42. Our inability to effectively manage our growth or successfully implement our business strategies
may adversely affect our business, financial condition, and results of operations.
Our future growth is dependent on the successful implementation of several strategic initiatives,
including increasing our manufacturing capacity by setting up a new technical-grade manufacturing
facility in Jaipur, Rajasthan, India (“Proposed Facility”), acquiring stake in HOK Agrichem Private
Limited and making it our subsidiary, strengthening our position in existing markets, expanding our
customer base, developing new products, achieving cost efficiencies, and integrating R&D activities
into our manufacturing operations. For further details, see “Our Business – Strategies” on page 226.
The success of these initiatives will depend on our ability to accurately anticipate industry trends and
customer preferences, maintain competitive product quality, invest in infrastructure and technology
upgrades, and manage our operational and financial resources effectively. Many of these factors are
70subject to uncertainties and external conditions beyond our control, including regulatory approvals,
market dynamics, supply chain constraints, and economic fluctuations.
Moreover, our expansion plans may place significant pressure on our existing management
bandwidth, internal systems, and control processes. To support our growth, we will need to upgrade
our operational, financial, and management information systems and ensure that our internal controls
are sufficiently robust. There can be no assurance that our current systems, personnel, or
infrastructure will be adequate to support our proposed growth. Any failure to effectively manage or
execute our growth plans may lead to delays, increased costs, operational inefficiencies, and reduced
profitability, and may have a material adverse effect on our business, financial condition, results of
operations, and future prospects.
43. Our Promoter has provided personal property as collateral for borrowings availed by the Company.
In connection with borrowings availed by our Company, our Promoter, Mr. Om Prakash Choudhary,
has provided personal property as collateral to secure certain loans. While this support has enabled
the Company to access necessary financing, it also creates a dependency on the personal assets of
our Promoter to maintain existing credit facilities. Any adverse development relating to such
collateral, such as disputes over ownership, enforcement of security, or deterioration in the value of
the collateral, could potentially trigger a breach of loan covenants or lead to enforcement action by
lenders. This may impact the credit terms available to the Company, limit our ability to secure future
financing, or result in the re-negotiation of existing debt agreements on less favourable terms.
Further, while the use of personal collateral reflects the Promoter’s commitment to the business, it
may create potential conflicts of interest in certain situations, particularly if enforcement action is
initiated against the collateral by lenders. In such an event, our Promoter’s ability to continue
supporting the Company, financially or strategically, may be affected. There can be no assurance that
continued reliance on the Promoter’s personal property as collateral will not have reputational,
financial, or operational consequences, all of which could adversely affect our business, results of
operations, and financial condition.
44. Volatility in agrochemical Prices, global demand-supply imbalances, and risk of product
oversupply could materially adversely affect our revenues, margins, and financial performance
As per CareEdge Report, India is one of the top five global producers of agrochemicals and
contributes approximately 14% of the global market share in crop protection chemicals. While the
Indian agrochemical industry has historically demonstrated steady growth, the global market has
experienced volatility in recent years. After a CAGR of 6.2% between 2019 and 2024, the global
crop protection and nutrition market saw a decline of 2.4% in 2023, primarily due to softened
demand, easing of export restrictions (particularly in China), and increased supply, which led to a
sharp decline in prices.
As per CareEdge Report, China’s easing of export controls and resumption of production
significantly increased global supply, contributing to a drop in prices of agrochemicals. The
continued global production expansion particularly in major producing countries like China, India,
the USA, and Brazil, may lead to periodic oversupply or glut situations in the international markets.
In such an event, excess global capacity could exert downward pressure on selling prices, both in the
domestic and export markets. A glut scenario could materially impact the Company’s pricing power,
revenue realization, and profitability, particularly for generic formulations and commoditized
molecules where differentiation is limited. The extent of impact will also depend on exchange rate
fluctuations, trade policies, and regulatory actions in key export markets.
While India’s domestic demand is expected to grow steadily, supported by factors such as population
growth, government schemes, and monsoon-linked crop cycles, international price volatility may still
influence domestic realizations.
7145. Shortage or unavailability of electricity or fuel could affect our manufacturing operations and
may have an adverse effect on our business, results of operations and financial condition.
Shortage or unavailability of electricity or fuel could affect our manufacturing operations and may
have an adverse effect on our business, results of operations and financial condition. For and Fiscals
2025, 2024 and 2023, our power and fuel expenses accounted for ₹ 69.64 million, ₹52.08 million,
and ₹38.35 million which accounted for 1.49%, 1.23%, and 1.01% of our total expenses for
continuing operations, respectively. Any shortage or non-availability of electricity, failure of the state
electricity grid, or fuel supply disruptions could impact our ability to operate our Manufacturing
Facilities efficiently. Such disruptions may delay production, impact fulfilment timelines to
customers, and result in increased operational costs.
While we have not experienced any material disruptions in the supply of power or fuel during the
Fiscals 2025, 2024, and 2023, there can be no assurance that such issues will not arise in the future.
Any significant disruption in utility supply may have an adverse effect on our manufacturing
capabilities, customer satisfaction, and ultimately, our business, financial condition, and results of
operations.
46. We typically do not enter into long-term agreements with our sub-contractors, which could have a
material adverse effect on our business, results of operations and financial condition
As of July 15, 2025, we engaged 543 contract workers through various sub-contractors for
manufacturing and operational support at our facilities. We typically do not enter into long-term
contracts with our sub-contractors. In the absence of long-term contracts, there can be no assurance
that our existing sub-contractors will continue to provide us with job-work. If any sub-contractor
ceases to work with us, we may face difficulties in securing timely and suitable alternatives, which
could adversely affect our production schedules and reduce our manufacturing capacity.
The absence of long-term arrangements also exposes us to risks such as lower sales volumes or
reduced price realisation, depending on prevailing market conditions and our ability to manage job-
work continuity. Our dependence on subcontractors is also linked to their ability to meet our
expectations regarding timely delivery, competitive pricing, and consistent product quality. Any
failure by subcontractors to meet our standards may result in production delays, compromised
product quality, or disruption in fulfilment of customer orders.
Although these labourers are not directly employed by us, we may be held liable for certain
obligations under applicable laws in the event of default by such contractors. For instance, under the
Contract Labour (Regulation and Abolition) Act, 1970, as amended, we may be required to make
wage payments if the contractor fails to do so. Additionally, in certain circumstances, regulatory
authorities or courts may direct us to absorb such contract laborers as permanent employees. If such
an order is passed, we may be required to extend statutory benefits and protections to these workers,
which could significantly increase our employee-related costs and liabilities. Although we have not
faced any such event in past three Fiscals, we cannot assure that we will not face any such event in
the future.
We are also subject to the laws and regulations in India governing employees, including in relation
to minimum wage and maximum working hours, overtime, working conditions, hiring and
termination of employees, contract labour and work permits. These laws and regulations have,
however, become increasingly stringent and it is possible that they will become significantly more
stringent in the future. Furthermore, any upward revision of wages that may be required by the state
government to be paid to such contract labourers would increase our costs and may adversely affect
the business and results of our operations. If we are unable to obtain the services of skilled and
unskilled workmen or at reasonable rates, it may adversely affect our business and results of
operations. In the last three Fiscals, we have not faced any situation where we were required to fund
their wages. However, we cannot assure you that we would not face any such situation in future.
7247. There are certain instances of delays in payment of statutory dues. Any delay in payment of
statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the
respective government authorities, which may have an adverse impact on our financial condition
and cash flows.
There have been certain instances on delay in payment of statutory dues in last three Fiscals, which
inter-alia include, goods and services tax, provident fund, employees’ state insurance, etc. which as
on the date of this Prospectus has been deposited with relevant authorities. For instance, please see
below instances of delay/ irregularity in payment of provident fund dues, ESIC and GST for the
periods indicated:
The following table depicts the delays in filing GST returns by the Company
For the Financial Year Ended Return Type Delayed filings
Fiscal 2025 GSTR-1 41
Fiscal 2024 GSTR-1 -
Fiscal 2023 GSTR-1 -
Fiscal 2025 GSTR-3b 30
Fiscal 2024 GSTR-3b 9
Fiscal 2023 GSTR-3b 21
Fiscal 2025 GSTR 9&9c 2
Fiscal 2024 GSTR 9&9c -
Fiscal 2023 GSTR 9&9c 2
*As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Governing laws Fiscal 2025 Fiscal 2024 Fiscal 2023
Provident Fund
Amount in million 6.45 5.56 3.38
Number of cases of delay 5 3 2
Employee State Insurance Corporation
contribution
Amount in million 0.50 0.49 0.28
Number of cases of delay 5 7 2
Income Tax and Tax Deducted at source
Amount in million 4.47 4.65 3.29
Number of cases of delay 2 4 3
*As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
The delay in the filings of the company was due to administrative and technical reasons. To address
such delays, our Company has implemented SAP accounting software, adopted compliance software
(Computax, Compubal, Computds, Compugst), appointed qualified finance and compliance
professionals, and appointed internal auditors to ensure that such instances do not occur in the future.
Although, our Company has now made the relevant filings and have deposited the requisite amounts,
we cannot assure you that any regulatory or statutory authority will not issue a notice or take any
other regulatory action against our Company and its officers in this regard. Further, there can be no
assurance that such delays may not arise in future. Any delay in future may lead to financial penalties
from the respective government authorities which may have a material adverse impact on our
financial condition and cash flows. Furthermore, should any regulatory or statutory authority issue a
notice or take any other regulatory action against our Company and its officers in the future, the
Company will comply with the same and endeavour to make such non-compliances good.
7348. Exchange rate fluctuations may adversely affect our business, results of operations and cash flow.
We are exposed to foreign exchange related risks as a portion of our revenue from export operations
are in foreign currency. 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. We do not
enter into foreign currency hedging transactions from time to time, hence 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.
49. We may not be able to adequately protect our intellectual property, which may adversely affect us.
Generating and maintaining recognition for our brand is critical to our business. The success of our
business depends on our ability to use our trademarks in order to compete effectively in existing
markets and increase penetration and awareness for our brand and further promote our business in
existing and newer markets. As on the date of this Prospectus, our Company has registered and
applied for the following trademark with the Registrar of Trademarks under the Trademarks Act,
1999:
Date of Issue Particulars of the Mark Trade Mark Class of
Registration No. Registration
September 19, 2022 “SULTOX” 4847207 5
October 2, 2022 “SAMRAT ZINC” 4847206 1
Date of Particulars of the Mark Trademark Class of
Application Application Number Registration
January 22, 2025 “ADVANCE AGROLIFE 6818011 5
LIMITED”
January 22, 2025 “ADVANCE AGROLIFE 6818012 35
LIMITED”
If we are unable to register our logo and trademark for any reasons, or if any of our unregistered
trademark are registered in favour of or used by a third party in India or abroad, we may not be able
to claim registered ownership of such trademark and consequently, we may not be able to seek
remedies for infringement of those trademarks by third parties other than relief against passing off
by other entities, causing damage to our business prospects, reputation and goodwill. Apart from this,
any failure to register or renew registration of our registered trademark may affect our right to use
such trademark in future. Further, our efforts to protect our intellectual property may not be adequate
and any third-party claim on any of our unprotected intellectual property may lead to erosion of our
business value and our reputation, which could adversely affect our operations. Third parties may
also infringe or copy our registered brand name which has been registered by us in India. We may
not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect
our trademarks in India and abroad.
Further, it is possible that we may not be aware of misuse of our trademarks which could potentially
cause loss of our reputation and impact our business and may even affect our goodwill. While we
have endeavoured to register most of the trademarks that we use or have used in the past, the use of
a deceptively similar or identical third-party mark may result in a loss/injury to us. Although our
company has not encountered any unauthorized use of our intellectual property in the last three
Fiscals, we may not be able to ensure protection of the same in future. For further details, please see
“Government and Other Statutory Approvals” on page 391.
7450. Inaccurate demand forecasting or disruptions in our supply chain may lead to inventory
imbalances or loss of business, which could adversely affect our operations and financial
performance.
Our business is seasonal in nature, with demand peaking during specific agricultural cycles. As a
result, accurate demand forecasting and timely inventory management are critical to meeting market
requirements. Our demand forecasts are based on internal projections, inventory levels across our
distribution network, and our assessment of market demand and supply. If we overestimate demand,
we may accumulate excess inventory, particularly of agrochemical formulations that have limited
shelf life and require specific storage conditions. This may lead to wastage, increased storage costs,
and compliance-related complications regarding the handling and disposal of expired or deteriorated
products. Conversely, if we underestimate demand or are unable to fulfil customer orders due to
production disruptions, delays in raw material procurement, or other supply chain constraints during
high-demand seasons, we risk losing customers to competitors. Such instances may negatively impact
customer market share. Although, we have not any such incident in last three Fiscals, we cannot
assure that we will not face such instance in future. While we actively monitor and manage inventory
and demand forecasts, we remain exposed to risks arising from market volatility, unpredictable
weather conditions, input supply delays, and other external factors that may impact demand or supply.
Any mismatch in demand planning or supply disruptions could adversely affect our reputation,
business operations, results of operations, and financial performance.
51. Some of our Promoters have provided personal guarantees as security for certain facilities availed
by our Company. If these guarantees are revoked, we may be unable to procure alternative
guarantees satisfactory to our lenders, which may adversely affect our business, results of
operations, cash flows and financial condition.
Our Promoters, Om Prakash Choudhary and Kedar Choudhary have provided personal guarantees as
security for certain facilities availed by our Company, which amounts to ₹841.99 million outstanding
as on July 31, 2025. If any of the abovementioned guarantees are revoked, our lenders may require
alternative guarantees or cancel such facilities, entailing repayment of amounts outstanding under
such facilities. If we are unable to procure alternative guarantees satisfactory to our lenders, we may
need to seek alternative sources of capital, which may not be available to us at commercially
reasonable terms or at all, or to agree to more onerous terms under our financing agreements, which
may limit our operational flexibility. Accordingly, our business, results of operations, cash flows and
financial condition may be adversely affected by the revocation of all or any of the guarantees
provided by our Promoters Om Prakash Choudhary and Kedar Choudhary, in connection with our
Company’s borrowing. For details, see “Financial Indebtedness” on page 343.
52. Our insurance policies may not be adequate to cover all losses incurred in our business. An
inability to maintain adequate insurance cover to protect us from material adverse incidents in
connection with our business may adversely affect our operations and profitability.
We maintain insurance cover to cover all normal risks associated with operations of our business.
We typically maintain corporate coverage, industrial all-risk insurance, public liability insurance,
health insurance, burglary insurance, standard fire and special peril policies, and workmen’s
compensation policies. For details, see “Our Business – Insurance” on page 247. Details of our
insurance coverage as at the and Fiscals 2025, 2024, and 2023, are as provided below:
Particulars Amount (in ₹ millions)
Total Assets as at March 31, 2025 includes net block of property, 1,628.80
plant and equipment, capital work in-progress, investment properties
and inventories
Sum Insured of Assets as at Fiscal 2025 (in ₹ millions) 3,708.58
Percentage of insurance coverage (in %) 227.69%
*As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
We may not have identified every risk and further may not be insured against every risk because
such risks are either uninsurable or not insurable on commercially acceptable terms, including
75operational risk that may occur and the occurrence of an event that causes losses in excess of the
limits specified in our policies, or losses arising from events or risks not covered by insurance policies
such as COVID-19 and other pandemics, or due to the same being inadequate, could materially harm
our cash flows, financial condition and future results of operations. We cannot provide any assurance
that our insurance will be sufficient or effective under all circumstances and against all hazards or
liabilities to which we may be subjected to. In addition, our insurance coverage expires from time to
time. We apply for the renewal of our insurance coverage in the normal course of our business, but
we cannot assure you that such renewals will be granted in a timely manner, at acceptable cost or at
all. While there has been no major instance in the and last three Fiscals where an insurance claim has
been not renewed, there is no assurance that such instance will not arise in the future.
To the extent that we suffer loss or damage for which we are not insured, or which exceeds our
insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us
and our results of operations, financial performance and cash flows could be adversely affected. For
details, see “Our Business – Insurance” on page 247.
53. If we are unable to establish and maintain 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 and compliance system. 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. Any lapses
in judgment or failures that result from human error can affect the accuracy of our financial reporting,
resulting in a loss of investor confidence and a decline in the price of our equity shares.
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. 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. 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, financial condition, results of
operations and liquidity. 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. As
we continue to grow, there can be no assurance that there will be no other instances of such
inadvertent non-compliances with statutory requirements, which may subject us to regulatory action,
including monetary penalties, which may adversely affect our business and reputation.
54. Our growth strategy to enter international markets exposes us to certain risks, which may adversely
affect our business, financial condition, results of operations and prospects.
As part of our growth strategy, we seek to expand our presence in export markets. We cannot assure
you that our sales and marketing efforts in international markets will be successful and provide us
with adequate sales and business opportunities. Expansion of our sales and distribution to countries
76outside India is accompanied by certain financial and other risks, including:
• changes in foreign regulatory requirements and quality standards;
• local customer preferences and requirements;
• developing local sales and distribution network in such geographies;
• fluctuations in foreign currency exchange rates;
• political and economic instability;
• inability to effectively enforce contractual or legal rights and adverse tax consequences;
• differing accounting standards and interpretations;
• differing domestic and foreign customs, tariffs and taxes;
• staffing and managing widespread operations; and
• logistic costs and availability.
Additionally, expanding into new geographic areas can be challenging due to our limited familiarity
with the local economy, customer preferences and commercial operations. Moreover, entering new
markets involves risks and potential costs, such as the inability to attract enough customers or to
accurately assess competitive conditions that differ from those in our current markets. We may
encounter challenges from established competitors in these areas, who often have greater recognition,
experience, and stronger relationships with distributors and consumers. They might also gain early
insights into lucrative sales opportunities and have advantages in launching products as first movers.
Our expansion efforts could be delayed or even abandoned, potentially leading to higher-than-
expected execution costs and diverting our resources, including management focus, from other
critical areas of our business. As a result, this could strain our management, operational, and financial
resources, as well as our information systems, ultimately affecting our competitive position and
reducing our revenue and profitability.
Further, there is no assurance that future political and economic conditions in countries outside India
in which we intend to enter in the future will be stable and will not result in their governments
adopting different policies.
Furthermore, any changes in policy may result in changes in laws affecting ownership of assets,
taxation, rates of exchange, environmental protection, labor relations, repatriation of income and
return of capital, which may affect our ability to generate profits for our shareholders. There can be
no assurance that we will be able to effectively manage our entry into new geographical areas.
55. Certain sections of this Prospectus disclose information from the CareEdge Report which has been
commissioned and paid for by us exclusively in connection with the Issue and any reliance on such
information for making an investment decision in the Issue is subject to inherent risks.
Certain sections of this Prospectus include information based on, or derived from the “Industry
Research Report on Agrochemical Sector” dated March 24, 2025 and updated in August 2025,
prepared and issued by CARE Analytics and Advisory Private Limited (“CareEdge Research”) (the
“CareEdge Report”), which has been exclusively commissioned and paid for by our Company in
connection with the Issue pursuant to an engagement letter dated November 5, 2024. CareEdge
Research is an independent agency which has no relationship with our Company, our Promoters,
Promoter Group and any of our Directors or KMPs or SMPs.
Further, CareEdge Report is prepared based on information as of specific dates and may no longer be
current or reflect current trends. Certain information in this Report is subject to limitations and is also
based on estimates, projections, forecasts and assumptions that may prove to be incorrect. Industry
sources do not guarantee the accuracy, adequacy or completeness of the data. The CareEdge Report
uses certain methodologies for market sizing and forecasting. Furthermore, the CareEdge Report is
not a recommendation to invest/ disinvest in any company covered in the CareEdge Report.
Accordingly, Investors should not place undue reliance on, or base their investment decision solely on
this information.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from
undertaking any investment in the Issue pursuant to reliance on the information in this Prospectus
77based on, or derived from, the CareEdge Report. You should consult your own advisors and
undertake an independent assessment of information in this Prospectus based on, or derived from,
the CareEdge Report before making any investment decision regarding the Issue. For further details,
see “Industry Overview” on page 157 of this Prospectus.
56. None of the Directors of the Company have experience of being a director of a public listed
company.
The Directors of the Company do not have the experience of having held directorship of public listed
company. Accordingly, they have limited exposure to management of affairs of the listed company
which inter-alia entails several compliance requirements and scrutiny of affairs by shareholders,
regulators and the public at large that is associated with being a listed company. As a listed company,
the Company will require to adhere strict standards pertaining to accounting, corporate governance
and reporting that it did not require as an unlisted company. The Company will also be subject to the
SEBI Listing Regulations, which will require it to file audited annual and unaudited quarterly reports
with respect to its business and financial condition. If the Company experiences any delays, we may
fail to satisfy its reporting obligations and/or it may not be able to readily determine and accordingly
report any changes in its results of operations as promptly as other listed companies.
Further, as a publicly listed company, the Company will need to maintain and improve the
effectiveness of our disclosure controls and procedures and internal control over financial reporting,
including keeping adequate records of daily transactions. In order to maintain and improve the
effectiveness of the Company’s disclosure controls and procedures and internal control over financial
reporting, significant resources and management attention will be required. As a result, the Board of
Directors of the Company may have to provide increased attention to such procedures and their
attention may be diverted from our business concerns, which may adversely affect our business,
prospects, results of operations and financial condition.
However, our Company has implemented several mitigation measures to address these risks. We
have appointed qualified Key Managerial Personnel, including a Company Secretary and Compliance
Officer and Chief Financial Officer, for handling compliance requirements as applicable to listed
companies. We also intend to engage external legal and financial advisors with relevant expertise to
assist the Board and senior management in meeting post-listing obligations and governance
expectations. Further, the Board of Directors shall continue to participate in training programs
focused on corporate governance, regulatory compliance, and financial reporting. In addition, we
have constituted committees of the Board, including the Audit Committee and Nomination and
Remuneration Committee. These committees are supported by experienced advisors to ensure
effective oversight. The Company also intends to invest in systems and controls to strengthen internal
audit, financial reporting, and compliance monitoring frameworks. Despite these steps, there can be
no assurance that our Company will not face challenges in meeting its obligations as a listed
company, and any such difficulties may have an adverse impact on our operations and reputation.
57. We may be unable to attract and retain employees with the requisite skills, expertise and
experience, which would adversely affect our operations, business growth and financial results.
We rely on the skills, expertise and experience of our employees to provide continuous and quality
products to our customers. For instance, we require experienced employee to carry out quality checks
and inspections at all stages of the manufacturing process of our products. The quality assurance team
carries out frequent checks on the process and product specifications as per our quality assurance
plans, prepared and issued by the technical team to ensure that the same meets industry standards.
Our employees may terminate their employment with us prematurely and we may not be able to
retain them. The details of attrition rate of employees of the Company for the last three Fiscals are as
under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Average number of employees 304 177 138
Number of employees left/retired 149 26 19
78Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Attrition rate (%) 49.01 14.69 13.82
The higher attrition rate in the Fiscal 2025 is due to transfer of employees from our Company to HOK
Agrichem Private Limited, our Group Company.
If we experience any failure to attract and retain competent personnel or any material increase in
manpower costs as a result of the shortage of skilled manpower, our competitiveness and business
would be damaged, thereby adversely affecting our financial condition and operating results. Further,
if we fail to identify suitable replacements of our departed staff, our business and operation could be
adversely affected and our future growth and expansions may be inhibited.
58. Our growth strategy to acquire a promoter group entity may expose us to certain risks, which may
adversely affect our business, financial condition, results of operations and prospects
We propose to acquire HOK Agrichem Private Limited, a promoter group entity engaged in the
selling of agrochemical products directly to end consumers, as part of our strategy to streamline
business operations. While this acquisition is intended to strengthen control and monitoring and boost
operational efficiency, it is subject to various risks and uncertainties. These include the risk of delays
in obtaining regulatory or shareholder approvals, challenges in integrating the operations, systems,
and personnel of the acquired entity, and potential unforeseen liabilities or obligations that may arise
post-acquisition.
Further, this move may be perceived by some of our existing corporate customers as a potential
conflict of interest, leading to concerns about competition. As a result, certain customers may choose
to reduce or discontinue their orders, adversely affecting our revenue and business relationships.
There is also no assurance that the anticipated benefits of the acquisition, such as improved
operational efficiency and better alignment with market demand, will be realized as planned. Any
failure to successfully execute or integrate this acquisition may adversely impact our business
operations, financial performance, and future growth plans.
59. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised
by any bank or financial institution or any other independent agency and our management will
have broad discretion over the use of the Net Proceeds.
We intend to use Net Proceeds from the Issue towards (a) funding working capital requirements of
our Company; (b) general corporate purposes. For details of the objects of the Issue, see “Objects of
the Issue” on page 132. The funding requirement and deployment of the Net Proceeds mentioned as
a part of the Objects of the Issue are based on current circumstances of our business, prevailing market
conditions estimates received from the third-party agencies, and are subject to changes in external
circumstances or costs, or in other financial condition, business or strategy, as discussed further
below. The estimates for the proposed expenditure are based on several variables, a significant
variation in any one or a combination of which could have an adverse effect. Furthermore, the
deployment of funds has not been appraised by any bank or financial institution.
We operate in a highly competitive and dynamic industry and we may have to revise our funding
requirements and deployment from time to time on account of various factors beyond our control,
such as availability of material, customer confidence, inflation, employment levels, demographic
trends, technological changes, changing customer preferences, increasing regulations or changes in
government policies, our Board’s analysis of economic trends and business requirements,
competitive landscape, as well as general factors affecting our business, results of operations,
financial condition and access to capital such as credit availability and interest rate levels.
Our Company, in accordance with the policies established by the Board from time to time, will have
flexibility to deploy the Net Proceeds. Furthermore, pending utilization of Net Proceeds towards the
Objects of the Issue, our Company will have the flexibility to deploy the Net Proceeds and to deposit
79the Net Proceeds temporarily in deposits with one or more scheduled commercial banks included in
Second Schedule of Reserve Bank of India Act, 1939, as may be approved by our Board.
Accordingly, prospective investors in the Issue will need to rely upon our management’s judgment
with respect to the use of Net Proceeds and there can be no assurance that we will earn significant
interest income on, or that we will not suffer unanticipated diminution in the value of, such temporary
deposits. Furthermore, 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.
60. Activities involving our manufacturing process can be dangerous and can cause injury to people
or property in certain circumstances. A significant disruption at any of our Manufacturing
Facilities may adversely affect our production schedules, costs, revenue and ability to meet
customer demand.
The activities carried out at our Manufacturing Facilities may be potentially dangerous to our
employees. While we strive to provide a safe and healthy working environment in compliance with
with applicable occupational health and safety management system and environmental management
system standards and we believe that we have adequate insurance including insurance coverage for
accidents. An accident may result in personal injury to our employees, or the labour deployed at our
Manufacturing Facilities, destruction of property or equipment, manufacturing or delivery delays,
environmental damage, or may lead to suspension of our operations and/or imposition of liabilities.
While we have not encountered any fatalities or any major employee injuries in last three Fiscals,
however, any such future accident may result in litigation, the outcome of which is difficult to assess
or quantify, the cost to defend such litigation can be significant and our insurance may not be
sufficient to provide complete coverage. As a result, the costs to defend any action or the potential
liability resulting from any such accident or death or arising out of any other litigation, and any
negative publicity associated therewith, may have a negative effect on our business, results of
operations, financial condition, cash flows and future prospects.
61. We are dependent on our Promoters for functioning of our business and we believe that our senior
management team and other key managerial personnel in our business are critical to our
continued success and we may be unable to attract and retain such personnel in the future.
Our performance depends largely on the efforts and abilities of our Promoters. For details, see “Our
Promoters and Promoter Group” on pages 288. We believe that the input and experience of our
Promoters are valuable for the growth and development of business and operations and the strategic
directions taken by our Company. Our business and operations are led by our Promoters who possess
vast experience in the agrochemical industry, the loss of whose services may adversely affect our
business operations.
At the same time, our future success also substantially depends on the continued service and
performance of the members of our senior management team and other key managerial personnel in
our business for the management and running of our daily operations and the planning and execution
of our business strategy.
There is intense competition for experienced senior management and other key managerial personnel
with technical and industry expertise in the agrochemical industry and, if we lose the services of any
of our senior management and other key managerial personnel or other key individuals and are unable
to find suitable replacements in a timely manner, our ability to realize our strategic objectives could
be impaired. The loss of key members of our senior management or other key team members,
particularly to competitors, could have an adverse effect on our business, cash flows, and results of
operations.
8062. Changes in technology may affect our business by making our Manufacturing Facilities or
equipment less competitive or obsolete.
Our future success will depend in part on our ability to respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis. Modernization and
technology upgradation is essential to reduce costs and increase the output. Our technology and
machinery may become obsolete or may not be upgraded timely, hampering our operations and
financial conditions and we may lose our competitive edge. The development and implementation of
such technology and machinery entails technical and business risks. Further, the costs of upgrading
our technology and modernizing the plant and machineries may be significant which could
substantially affect our finances and operations. We cannot assure you that we will be able to
successfully implement new technologies or adapt our processing systems to customer requirements
or emerging industry standards. Changes in technology may make newer equipment more
competitive than ours or may require us to make additional capital expenditures to upgrade our
facility. If we are unable, for technical, financial or other reasons, to adapt in a timely manner to
changing market conditions, customer requirements or technological changes, our business and
results of operations could be adversely affected.
63. Our operations are significantly dependent on our ability to successfully identify market
requirements and customer preferences and gain customer acceptance for our products.
Our future success depends on our ability to ensure continued demand for our products in existing
and proposed markets, which requires us to continuously anticipate and respond in a timely manner
to customer requirements and preferences. If we are unable to successfully anticipate market
requirements or are unable to modify our current portfolio of products or develop new products, in a
timely manner, we may lose customers or become subject to greater pricing pressures. Further,
though we are committed to product innovation to respond to changing technology in the
agrochemical industry, there can be no assurance that we would be successful in registering new
products that respond to such changes or changes in customer requirements and preferences or that
our products would gain acceptance in our existing or new markets. A decline in demand for our
products, or an error in our forecasts for future demand, among other things, could lower our sales,
increase inventory levels and may require us to sell our products at substantially marked-down prices.
Further, the development of new or improved products or technologies by our competitors may render
our Manufacturing Facilities obsolete or less competitive. To keep abreast of the most updated
technology and respond effectively to changing requirements, we may be required to undertake
additional capital expenditures and investments to upgrade our Manufacturing Facilities.
64. Our operations may be materially adversely affected by strikes, work stoppages or increased
compensation demands by our employees.
We are dependent on our work force for carrying out our operations. Any 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. We have not experienced any disruptions
in our business operations due to disputes or other problems with our work force in the past three
Fiscals and; however, there can be no assurance that we will not experience such disruptions 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.
India has stringent labor 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
employees and work permits. Although our employees are not currently unionized, there can be no
assurance that they will not unionize in the future. If our employees unionize, it may become difficult
for us to maintain flexible labor policies, and we may face the threat of labor unrest, work stoppages
and diversion of our management’s attention due to union intervention, which may have a material
81adverse impact on our business, results of operations and financial condition.
65. Failure or disruption of our information and technology (“IT”) and/ or enterprise resources
planning systems may adversely affect our business, financial condition, results of operations and
future prospects.
We have implemented cybersecurity measures, including data protection against virus attacks and
hacking, as well as disaster recovery servers and systems to ensure data retrieval and business
continuity. Additionally, we utilize advanced software such as ERP (Focus) for accounting, Saral
Paypack Standard for HR services, and Pristine for QR code generation and related data management,
optimizing key business functions and we are in process of implementing SAP software for our
accounting and financial management systems. IT systems are potentially vulnerable to damage or
interruption from a variety of sources which could result from (among other causes) cyber-attacks on
or failures of such infrastructure or compromises to its physical security, as well as from damaging
weather or other acts of nature. A significant or large-scale malfunction or interruption of one or more
of our IT systems, or manufacturing automation systems could adversely affect our ability to keep
our operations running efficiently and affect product availability, particularly in the country, region
or functional area in which the malfunction occurs, and wider or sustained disruption to our business
cannot be excluded. In addition, it is possible that a malfunction of our data system security measures
could enable unauthorized persons to access sensitive business data, including information relating
to our intellectual property or business strategy or those of our customers. Such malfunction or
disruptions could cause economic losses for which we could be held liable or cause damage to our
reputation. We have adopted an Information Technology (IT) Policy to minimise or avoid cyber
security data or privacy breaches and although there have been no instances of cyber breaches or data
breaches or any incident compromising data security in the Company during the last three Fiscals
any of these developments, alone or in combination, could have a material adverse effect on our
business, financial condition and results of operations.
66. Any variation in the utilization of the Net Proceeds would be subject to certain compliance
requirements, including prior shareholders’ approval.
We intend to use Net Proceeds from the Issue towards; (a) funding working capital requirements of
our Company; (b) General Corporate Purposes. For further details of the proposed objects of the
Issue, see “Objects of the Issue” on page 132. 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 Section 13(8) and 27 of the Companies Act, 2013, we cannot
undertake any variation in the utilization of the Net Proceeds without obtaining the shareholders’
approval by way of a special resolution. In the event of any such circumstances that require us to
undertake variation in the disclosed utilization 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 to obtain such
shareholders’ approval may adversely affect our business or operations.
Further, our Promoters would be required to provide an exit opportunity to the 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 or controlling
shareholders to provide an exit opportunity to such dissenting shareholders may deter the Promoters
or controlling shareholders from agreeing to the variation of the proposed utilization 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.
Any variation in the utilization of the Net Proceeds is required to be undertaken only as per the
applicable provision of the Companies Act 2023 and other applicable laws and failure to comply may
lead to a situation where 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
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 unutilized
82portion of Net Proceeds, if any, or varying the terms of contract, which may adversely affect our
business and results of operations.
67. Our future funds requirements, in the form of issue of capital or securities and/or loans taken by
us, may be prejudicial to the interest of the shareholders depending upon the terms on which they
are eventually raised.
We may require additional capital from time to time depending on our business needs. Any issue of
shares or convertible securities would dilute the shareholding of the existing shareholders and such
issuance may be done on terms and conditions, which may not be favourable to the then existing
shareholders. If such funds are raised in the form of loans or debt, then it may substantially increase
our interest burden and decrease our cash flows, thus prejudicially affecting our profitability and
ability to pay dividends to our shareholders.
68. Our ability to pay dividends in the future will depend upon our future earnings, financial
condition, cash flows, working capital requirements, capital expenditure and restrictive covenants
in our financing arrangements.
We may retain all our future earnings, if any, for use in the operations and expansion of our 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 of Directors and will
depend on factors that our Board of Directors deem relevant, including among others, our results of
operations, financial condition, cash requirements, business prospects and any other financing
arrangements. Accordingly, realization of a gain on shareholders’ investments may largely depend
upon the appreciation of the price of our Equity Shares. There can be no assurance that our Equity
Shares will appreciate in value. For details of our dividend history, see “Dividend Policy” on page
295.
69. Our Promoters, some of our Directors and some of our KMPs and SMPs are interested in our
Company, in addition to regular remuneration or benefits and reimbursement of expenses.
Our Promoters, some of our Directors and some of our KMPs and SMPs are interested in our
Company to the extent of their respective shareholding in our Company as well as to the extent of
any dividends, bonus or other distributions on such Equity Shares, amongst others. We cannot assure
you that our Promoters, Directors, KMPs and SMPs will exercise their rights as shareholders to the
benefit and best interest of our Company. Further, our Promoters, Directors, KMPs and SMPs holding
Equity Shares may take or block actions with respect to our business which may conflict with the
best interests of our Company or that of minority shareholders. For further information on the interest
of our Promoters, Directors, KMPs and SMPs, other than reimbursement of expenses incurred or
normal remuneration or benefits, see “Our Management” and “Our Promoters and Promoter
Group” on pages 273 and 288, respectively.
70. We could be harmed by employee misconduct or errors that are difficult to detect and any such
incidences could adversely affect our financial condition, results of operations and reputation.
Employee misconduct or errors could expose us to business risks or losses, including regulatory
sanctions and cause serious harm to our reputation and goodwill of our Company. There can be no
assurance that we will be able to detect or deter such misconduct. Moreover, the precautions we take
to prevent and detect such activity may not be effective in all cases. Our employees and agents may
also commit errors that could subject us to claims and proceedings for alleged negligence, as well as
regulatory actions on account of which our business, financial condition, results of operations and
goodwill could be adversely affected. Although, we have not faced any such incidence during the
past three Fiscals, we cannot assure that we would not face such incident in future.
8371. Any future issuance of Equity Shares, or convertible securities or other equity linked securities by
our Company may dilute your shareholding and any sale of Equity Shares by our Promoters or
members of our Promoter Group may adversely affect the trading price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity
Shares by our Company may dilute your shareholding in our Company, adversely affect the trading
price of the Equity Shares and our ability to raise capital through an issue of our securities. In addition,
any perception by investors that such issuances or sales might occur could also affect the trading
price of the Equity Shares. We cannot assure you that we will not issue additional Equity Shares.
Any sale of our Equity Shares by our Promoters or major shareholders or future equity issuances, by
us 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. In addition, any perception by investors that such issuances or sales might occur may
also affect the market price of our Equity Shares. We cannot assure you that we will not issue Equity
Shares, convertible securities or securities linked to Equity Shares or that our Shareholders will not
dispose of, pledge or encumber their Equity Shares in the future.
72. 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.
73. QIB and Non-Institutional Investors 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.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors 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. Retail Individual Investors can revise their Bids during the Bid/ Issue Period
and withdraw their Bids until Bid/ Issue Closing Date. While our Company is required to complete
Allotment pursuant to the Issue within 3 (three) Working Days from the Bid/Issue Closing Date,
events affecting the Bidders’ decision to invest in the Equity Shares, including material adverse
changes in international or national monetary policy, financial, political or economic conditions, our
business, results of operations or financial condition may arise between the date of submission of the
Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such
events occur, and such events may limit the Bidders ability to sell the Equity Shares Allotted pursuant
to the Issue or cause the trading price of the Equity Shares to decline on listing.
74. We have in this Prospectus included certain non-GAAP financial measures and certain other
industry measures related to our operations and financial performance. These non-GAAP
measures and industry measures may vary from any standard methodology that is applicable
across the industry, and therefore may not be comparable with financial or industry related
statistical information of similar nomenclature computed and presented by other companies.
Certain non-GAAP financial measures and certain other industry measures relating to our operations
and financial performance have been included in this Prospectus. We compute and disclose such non-
GAAP financial measures and such other industry related statistical information relating to our
operations and financial performance as we consider such information to be useful measures of our
business and financial performance, and because such measures are frequently used by securities
analysts, investors and others to evaluate the operational performance of Indian retailing industry,
many of which provide such non-GAAP financial measures and other industry related statistical and
operational information. Such supplemental financial and operational information is therefore of
limited utility as an analytical tool, and investors are cautioned against considering such information
either in isolation or as a substitute for an analysis of our restated financial statements as reported
84under applicable accounting standards disclosed elsewhere in this Prospectus. These non-GAAP
financial measures and such other industry related 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
industry related statistical information of similar nomenclature that may be computed and presented
by other companies.
ISSUE SPECIFIC RISKS
75. Subsequent to the listing of the Equity Shares, we may be subject to surveillance measures, such
as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock
Exchanges in order to enhance the integrity of the market and safeguard the interest of investors
Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance
Measures (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges and the
Securities and Exchange Board of India. These measures have been introduced to enhance the
integrity of the market and safeguard the interest of investors. The criteria for shortlisting any security
trading on the Stock Exchanges for ASM is based on objective criteria, which includes market-based
parameters such as high low-price variation, concentration of client accounts, close to close price
variation, market capitalization, average daily trading volume and its change, and average delivery
percentage, among others. A scrip is subject to GSM when the share price is not commensurate with
the financial health and fundamentals of the company. Specific parameters for GSM include net
worth, net fixed assets, PE, market capitalization and price to book value, among others. Factors
within and beyond our control may lead to our securities being subject to GSM or ASM. In the event
our Equity Shares are subject to such surveillance measures implemented by SEBI and the Stock
Exchanges, we may be subject to certain additional restrictions in connection with trading of our
Equity Shares such as limiting trading frequency (for example, trading either allowed once in a week
or a month) or freezing of price on upper side of trading which may have an adverse effect on the
market price of our Equity Shares or may in general cause disruptions in the development of an active
trading market for our Equity Shares.
76. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares may
not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to
resell the Equity Shares at or above the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market
on the Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation does
not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such
market for the Equity Shares. The Issue Price of the Equity Shares is proposed to be determined
through a book-building process in accordance with the SEBI ICDR Regulations and may not be
indicative of the market price of the Equity Shares at the time of commencement of trading of the
Equity Shares or at any time thereafter. The market price of the Equity Shares may be subject to
significant fluctuations in response to, among other factors, variations in our operating results of our
Company, market conditions specific to the industry we operate in, developments relating to India,
volatility in securities markets in jurisdictions other than India, 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.
77. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares
after the Issue and the market price of our Equity Shares may decline below the Issue Price and
you may not be able to sell your Equity Shares at or above the Issue Price.
The Issue Price of our Equity Shares will be determined by the book-building method. This price is
based on numerous factors and may not be indicative of the market price of our Equity Shares after
the Issue. For details, see “Basis for Issue Price” on page 142. The market price of our Equity Shares
could be subject to significant fluctuations after the Issue and may decline below the Issue Price. We
cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price. Among
85the factors that could affect our share price include without limitation. The following:
• Quarterly variations in the rate of growth of our financial indicators, such as earnings per
share, net income and revenues;
• Changes in revenue or earnings estimates or publication of research reports by analysts;
• Speculation in the press or investment community;
• General market conditions; and
• Domestic and international economic, legal and regulatory factors unrelated to our
performance.
78. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an
adverse effect on the value of 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 also 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
to foreign investors. 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 an adverse effect on the trading price of our Equity Shares and returns on our
Equity Shares, independent of our operating results.
EXTERNAL RISK FACTORS:
79. Significant differences exist between Ind AS and other accounting principles, such as US GAAP
and International Financial Reporting Standards (“IFRS”), which investors may be more familiar
with and consider material to their assessment of our financial condition.
Our Restated Financial Statements have been prepared in accordance with the Indian Accounting
Standards notified under Section 133 of the Companies Act, 2013, read with the Ind AS Rules and
restated in accordance with the SEBI ICDR Regulations and the Guidance Note on “Reports in
Company Prospectuses (Revised 2019)” issued by the ICAI.
We have not attempted to quantify the impact of US GAAP, IFRS or any other system of accounting
principles on the financial data included in this Prospectus, nor do we provide a reconciliation of our
financial statements to those of US GAAP, IFRS or any other accounting principles. US GAAP and
IFRS differ in significant respects from Ind AS. Accordingly, the degree to which the Restated
Financial Statements included in this Prospectus will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Ind AS and the SEBI ICDR Regulations. Any
reliance by persons not familiar with Indian accounting practices on the financial disclosures
presented in this Prospectus should accordingly be limited.
80. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax
laws, may adversely affect our business, prospects and results of operations.
The regulatory and policy environment in India is evolving and subject to change. Such changes in
applicable law and policy in India, may adversely affect our business, financial condition, results of
operations, performance and prospects in India, to the extent that we are not able to suitably respond
to and comply with such changes.
The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes may adversely affect our business, results of operations and prospects, to the extent that we
are unable to suitably respond to and comply with any such changes in applicable law and policy. In
addition, unfavourable changes in or interpretations of existing, or the promulgation of new laws,
rules and regulations including foreign investment laws governing our business, operations and group
86structure could result in us being deemed to be in contravention of such laws or may require us to
apply for additional approvals. We may incur increased costs relating to compliance with such new
requirements, which may also require management time and other resources, and any failure to
comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, 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 affect the viability of
our current business or restrict our ability to grow our business in the future.
81. 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, 2013, a company having share capital and incorporated in India 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 our 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. 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 interests in our Company would be diluted
82. Investors may not be able to enforce judgments obtained in foreign courts against us.
We are a public limited company under the laws of India. All of our directors and officers are Indian
nationals and all or a significant portion of the assets of all of the directors and officers and a
substantial portion of our assets are located in India. As a result, it may be difficult for investors to
effect service of process outside India on us or on such directors or officers or to enforce judgments
against them obtained from courts outside India, including judgments predicated on the civil liability
provisions of the United States federal securities laws.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with
only a limited number of jurisdictions, which includes the United Kingdom, United Arab Emirates,
Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity
must meet certain requirements of the Indian Code of Civil Procedure, 1908 (the “Civil Code”). The
Civil Code 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. Therefore, a final judgment for the payment of money rendered by any court in a non-
reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the
non-reciprocating territory, would not be enforceable 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 fresh suit in a competent court in India based on
a final judgment that has been obtained in a non-reciprocating territory within three years of obtaining
such final judgment. It is unlikely that an Indian court would award damages on the same basis or to
the same extent as was awarded in a final judgment rendered by a court in another jurisdiction if the
Indian court believed that the amount of damages awarded was excessive or inconsistent with public
policy in India. In addition, any person seeking to enforce a foreign judgment in India is required to
obtain prior approval of the Reserve Bank of India to repatriate any amount recovered pursuant to
the execution of the judgment.
8783. We are a public limited company under the laws of India. Our directors and officers are Indian
nationals and all or a significant portion of the assets of all of the directors and officers and a
substantial portion of our assets are located in India. As a result, it may be difficult for investors
to effect service of process outside India on us or on such directors or officers or to enforce
judgments against them obtained from courts outside India, including judgments predicated on
the civil liability provisions of the United States federal securities laws. Political instability or a
change in economic liberalization and deregulation policies could seriously harm business and
economic conditions in India generally and our business in particular.
The Government of India has traditionally exercised and continues to exercise influence over many
aspects of the economy. Our business and the market price and liquidity of our Equity Shares may
be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other
political, economic or other developments in or affecting India. The rate of economic liberalization
could change, and specific laws and policies affecting the agrochemical sector, foreign investment
and other matters affecting investment in our securities could change as well. Any significant change
in such liberalization and deregulation policies could adversely affect business and economic
conditions in India, and our business, prospects, financial condition and results of operations, in
particular.
84. We are subject to regulatory, economic and social and political uncertainties and other factors
beyond our control.
We are incorporated in India and we conduct our corporate affairs and our business in India. Our
Equity Shares are proposed to be listed on the BSE and the NSE, subject to the receipt of the final
listing and trading approvals from the Stock Exchanges. Consequently, our business, operations,
financial performance and the market price of our Equity Shares will be affected by interest rates,
government policies, taxation, social and ethnic instability and other political and economic
developments affecting India.
Factors that may adversely affect the Indian economy, and hence our results of operations may
include:
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the
right to convert or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic
conditions in India and scarcity of financing for our expansions;
• prevailing income conditions among Indian customers and Indian corporations;
• political instability, terrorism, military conflict, epidemic or public health issues in India or
in countries in the region or globally, including in India’s various neighbouring countries;
• macroeconomic factors and central bank regulation, including in relation to interest rates
movements which may in turn adversely impact our access to capital and increase our
borrowing costs;
• Instability in financial markets and volatility in, and actual or perceived trends in trading
activity on, India’s principal stock exchanges;
• decline in India’s foreign exchange reserves which may affect liquidity in the Indian
economy;
• downgrading of India’s sovereign debt rating by rating agencies;
• difficulty in developing any necessary partnerships with local businesses on commercially
acceptable terms and/or a timely basis.
• changes in India’s tax, trade, fiscal or monetary policies; and
• other significant regulatory or economic developments in or affecting India or its logistics
sector.
Moreover, a fall in the purchasing power of our customers, for any reason whatsoever, including
rising consumer inflation, availability of financing to our customers, changing governmental policies
and a slowdown in economic growth may have an adverse effect on our customers’ revenues, savings
and could in turn negatively affect their demand for our products. In addition, any slowdown or
perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
88adversely affect our business, results of operations and financial condition and the price of the Equity
Shares.
85. Inflation in India could have an adverse effect on our profitability and if significant, on our
financial condition.
Inflation rates in India have been volatile in recent years, and such volatility may continue. India has
experienced high inflation relative to developed countries in the recent past. Continued high rates of
inflation may increase our expenses related to costs of raw material, rent, salaries or wages payable
to our employees or any other expenses. There can be no assurance that we will be able to pass on
any additional expenses to our customers or that our revenue will increase proportionately
corresponding to such inflation. Accordingly, high rates of inflation in India could have an adverse
effect on our profitability and, if significant, on our financial condition.
86. Foreign investors are subject to foreign investment restrictions under Indian law that limits our
ability to attract foreign investors, which may adversely impact the market price of the Equity
Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) 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 the prior approval of the
RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale
of shares in India into foreign currency and repatriate that foreign currency from India will require a
no objection/ tax clearance certificate from the income tax authority. There can be no assurance that
any approval required from the RBI or any other government agency can be obtained on any
particular terms or at all.
87. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise
financing.
Any adverse revisions to India’s credit ratings for international debt by international rating agencies
may adversely affect our ability to raise additional overseas financing and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect
on our ability to fund our growth on favourable terms or at all, and consequently adversely affect our
business and financial performance and the price of our Equity Shares.
88. Natural calamities could have a negative impact on the Indian economy and cause our Company’s
business to suffer.
India has experienced natural calamities such as floods, landslides, tsunamis, earthquakes, etc. in
recent years. The extent and severity of these natural disasters determine their impact on the Indian
economy. Prolonged spells of abnormal rainfall or other natural calamities could have a negative
impact on the Indian economy, which could adversely affect our business, prospects, financial
condition and results of operations as well as the price of the Equity Shares.
89. The occurrence of natural or man-made disasters may adversely affect our business, financial
condition, results of operations and cash flows.
The occurrence of natural disasters, including hurricanes, floods, tsunamis, earthquakes, tornadoes,
fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military
actions, may adversely affect our financial condition or results of operations. In addition, any
deterioration in relations between India and its neighbouring countries might result in investor
concern about stability in the region, which may adversely affect the price of our Equity Shares. The
potential impact of a natural disaster on our results of operations and financial position is speculative
and would depend on numerous factors. In addition, an outbreak of a communicable disease in India
or in the particular region in which we have projects would adversely affect our business and financial
conditions and the results of operations. We cannot assure prospective investors that such events will
89not occur in the future or that our business, financial condition, results of operations and cash flows
will not be adversely affected.
90. Our ability to raise foreign capital may be constrained by Indian law.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign
currencies. Such regulatory restrictions limit our financing sources and could constrain our ability to
obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot
assure you that any required regulatory approvals for borrowing in foreign currencies will be granted
to us without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on
our business growth, financial condition and results of operations.
91. Rights of shareholders under Indian laws may be different from 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 the Indian law may not be as extensive
as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face
challenges in asserting their rights as our shareholder than as a shareholder of an entity in another
jurisdiction.
90SECTION III – INTRODUCTION
THE ISSUE
The following table summarizes the Issue details:
Particulars Details of Equity Shares
Issue of Equity Shares of face value of ₹10 19,285,720* Equity Shares of face value of ₹10 each fully
each(1) paid up for cash, at a price of ₹100 per Equity share,
aggregating to ₹1,928.42 million
of which
Employee Reservation Portion(2)(6) 30,000 Equity Shares of face value of ₹10 each, aggregating
to ₹2.85 million.
Accordingly
Net Issue 19,255,720 Equity Shares of face value of ₹10 each fully paid
up for cash, at a price of ₹100 per Equity share, aggregating
to ₹1,925.57 million
The Net Issue consists of:
A) QIB Portion(3)(4) 9,627,860* Equity Shares of face value of ₹10 each,
aggregating to ₹962.79 million
of which:
(i) Anchor Investor Portion 5,776,716 Equity Shares of face value of ₹10 each
of which:
Available for allocation to Mutual 1,925,572 Equity Shares of face value of ₹10 each
Funds only
Balance for all QIBs including Mutual 3,851,144 Equity Shares of face value of ₹10 each
Funds
(ii) Net QIB Portion (assuming Anchor 3,851,144* Equity Shares
Investor Portion is fully subscribed)
Mutual Fund Portion 192,558 Equity Shares of face value of ₹10 each
Balance for all QIBs including Mutual 3,658,586 Equity Shares of face value of ₹10 each
Funds
B) Non–Institutional Portion(5) 2,888,358* Equity Shares of face value of ₹10 each,
aggregating to ₹288.84 million
A. Of which:
a) One-third of the Non-Institutional 962,786* Equity Shares of face value of ₹10 each
Portion available for allocation to
Bidders with an application size more
than ₹0.20 million and up to ₹1.00
million
b) Two-third of the Non-Institutional 1,925,572* Equity Shares of face value of ₹10 each
Portion available for allocation to
Bidders with an application size of
more than ₹1.00 million
C) Retail Portion 6,739,502* Equity Shares of face value of ₹10 each,
aggregating to ₹673.95 million
Pre-Issue and Post- Issue Equity Shares
Equity Shares outstanding prior to the Issue 45,000,000 Equity Shares of face value of ₹10 each
(as on the date of this Prospectus)
Equity Shares outstanding after the Issue* 64,285,720 Equity Shares of face value of ₹10 each
Use of Net proceeds For details about the use of Net Proceeds, please see
“Objects of the Issue” on page 132.
*Subject to finalization of the Basis of Allotment.
Notes:
(1) The Issue has been authorized by a resolution of our Board dated March 21, 2025 and has been authorized by a special resolution
91of our Shareholders, dated March 22, 2025.
(2) Until the Employee Reservation Portion was under-subscribed, the value of allocation to an Eligible Employee did not exceed
₹0.20 million (net of Employee Discount). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed
portion was made available for allocation and Allotment, proportionately to all Eligible Employees who had Bid for a value in
excess of ₹ 0.20 million, subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million
(net of Employee Discount). Further, undersubscription, was added to the Net Issue. Additionally, (i) an Eligible Employee Bidding
in the Employee Reservation Portion could also Bid under the Net Issue, subject to qualifying the eligibility criteria and applicable
limits, and such Bids were not treated as multiple Bids.
(3) Under-subscription, if any, in the QIB Portion, was not allowed to be met with spill-over from other categories or a combination
of categories. In the event of under-subscription in the Issue, the Equity Shares were allocated in the manner specified in “Terms
of the Issue” on page 411.
(4) Our Company in consultation with the BRLM allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis, in
accordance with the SEBI ICDR Regulations. The QIB portion was accordingly reduced for the Equity Shares allocated to Anchor
Investors. One-third of the Anchor Investor Portion was made for domestic Mutual Funds only, subject to valid Bids being received
from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment
in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion were added back to the Net QIB Portion.
5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the
Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors),
including Mutual Funds, subject to valid Bids having being received at or above the Issue Price. In the event the aggregate demand
from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion
were added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion
to their Bids. For further details, please see “Issue Procedure” on page 422.
(5) Equity shares available for allocation to Non-institutional Bidders under the Non-Institutional Portion, was subject to the
following: (a) one-third of the portion available to Non-Institutional Investors was reserved for Bidders with application size of
more than ₹0.20 million and up to ₹1.00 million; and (b) two-thirds of such portion was reserved for Bidders with application size
of more than ₹1.00 million. Unsubscribed portion in either of the aforementioned sub-categories, were allocated to applicants in
the other subcategory of non-institutional investors.
(6) The Employee Reservation Portion has not exceed 5.00% of our post-issue Equity Share capital.
Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail
Individual Bidders, was made on a proportionate basis subject to valid Bids received at or above the Issue
Price. The allocation to each Non-Institutional Bidder and Retail Individual Bidder was not less than the
minimum Bid Lot, subject to availability of Equity Shares in the Non-Institutional Portion and the Retail
Portion and the remaining available Equity Shares, was allocated on a proportionate basis. Allocation to
Anchor Investors was on a discretionary basis in accordance with the SEBI ICDR Regulations. For details,
see “Issue Procedure” on page 422.
For further details, including grounds for rejection of bids, please see “Terms of the Issue”, “Issue Structure”
and “Issue Procedure” on pages 411, 417 and 422 respectively.
92SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated
Financial Statements for the Fiscals 2025, 2024 and 2023. The Restated Financial Statement referred to above
is presented under the section titled “Restated Financial Statement” on page 296. The summary of financial
information presented below should be read in conjunction with the Restated Financial Statements, the notes
thereto and the chapters titled “Restated Financial Statements” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 296 and 350.
(The remainder of this page is intentionally left blank)
93RESTATED STATEMENT OF ASSETS AND LIABILITIES
(Amount in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Assets
1. Non Current Assets
(a) Property, Plant and Equipment 647.21 401.55 226.24
(b) Capital Work-In-Progress 105.50 94.34 1.49
(c) Right-of-use Assets 11.61 0.56 0.93
(d) Other Intangible assets 0.04 - -
(e) Intangible assets under 4.51 - -
development
(f) Financial Assets
(i) Others 6.65 9.68 4.43
(g) Deferred Tax Assets (Net) 7.62 5.73 2.49
(h) Other Non Current Assets 7.00 6.20 -
Total Non-Current Assets 790.14 518.06 235.58
2. Current Assets
(a) Inventories 876.08 488.98 388.14
(b) Financial Assets
(i) Trade Receivables 1,630.71 1,431.52 1,044.83
(ii) Cash and Cash Equivalents 5.77 4.58 0.73
(iii) Bank Balances other than (ii) 13.38 4.65 -
above
(iv) Others 1.52 0.81 0.69
(c) Other Current Assets 197.12 146.98 124.72
Total Current Assets 2,724.58 2,077.52 1,559.11
TOTAL ASSETS 3,514.72 2,595.58 1,794.69
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 450.00 45.00 45.00
(b) Other Equity 558.73 707.64 461.00
Total Equity 1,008.73 752.64 506.00
LIABILITIES
1. Non Current Liabilities
(a) Financial Liabilities
(i) Borrowings 147.88 139.19 59.30
(ii) Lease Liabilities 2.27 0.25 0.70
(b) Provisions 6.28 4.80 3.23
94Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total Non-Current Liabilities 147.88 144.24 63.23
2. Current Liabilities
(a) Financial Liabilities
(i) Borrowings 644.56 314.66 192.50
(ii) Lease Liabilities 9.81 0.45 0.39
(iii) Trade Payable
- Total outstanding dues of micro 51.89 267.13 146.81
enterprises and small enterprises
- Total outstanding dues of 1,535.71 1,003.44 788.53
creditors other than micro
enterprises and small enterprises
10.26 14.81
(iv) Other Financial Liabilities
16.93
3.80 31.15
(b) Other current liabilities
25.71
1.86 0.26
(c) Provisions
0.39
91.67 51.01
(d) Current Tax Liabilities (Net)
69.99
Total Current Liabilities 2,349.56 1,698.70 1,225.46
TOTAL EQUITIES AND 3,514.72 2,595.58 1,794.69
LIABILITIES
95RESTATED STATEMENT OF PROFIT AND LOSS
(Amount in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue
Revenue from Operations 5,022.60 4,558.99 3,978.06
Other Income 6.16 13.10 1.66
Total Income 5,028.76 4,572.09 3,979.72
Expenses
Cost of Materials Consumed 3,806.30 3,616.11 3,310.55
Change In Inventories of Finished Goods 14.95 (8.74) (57.21)
And Work-In-Progress
Manufacturing and Operating Expenses 318.28 211.12 213.27
Employee Benefits Expense 113.07 94.05 66.80
Finance Costs 54.33 35.36 26.42
Depreciation and Amortization Expenses 76.12 33.85 24.59
Other Expenses 293.71 257.44 194.09
Total Expenses 4,676.76 4,239.19 3,778.51
Profit Before Tax (I- II) 352.00 332.90 201.21
Less: Tax Expense
Current Tax 97.43 88.57 53.82
Earlier Year Tax - 0.02 -
Deferred Tax (1.81) (3.01) (1.29)
Total Tax Expense 95.62 85.58 52.53
Profit for the Year (III-IV) 256.38 247.32 148.68
Other Comprehensive Income
Items that will not be reclassified to profit or
loss
Re-measurement gains/ (losses) on defined (0.39) (0.91) 0.40
benefit obligations
Tax effect on above 0.10 0.23 (0.10)
Other Comprehensive Income for the (0.29) (0.68) 0.30
year, net of tax
Total Comprehensive Income for the year 256.09 246.64 148.98
(V+VI)
96Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Earnings Per Share (Face Value INR 10
Per Equity Share):
Basic (INR) 5.70 5.50 3.30
Diluted (INR) 5.70 5.50 3.30
97RESTATED STATEMENT OF CASH FLOWS
(Amount in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Cash flow from operating activities
Net profit before taxation 352.00 332.90 201.21
Adjustments for:
Depreciation on Property, Plant and 76.12 33.85 24.59
Equipment
Finance Costs 54.33 35.36 26.42
Interest Income (0.95) (0.58) (0.26)
Foreign Exchange Gain on Fluctuations (2.10) (1.29) (1.40)
(Net)
Loss / (Profit) on sale of Property, Plant - (0.12) -
and Equipment (Net)
Operating profit before working capital 479.40 400.12 250.56
changes
Changes in working capital
(Increase) / decrease in Inventories (387.10) (100.85) (92.60)
(Increase) / decrease in Trade Receivables (199.19) (386.70) (384.63)
Increase / (decrease) in Trade Payables 317.03 335.23 404.26
Increase / (decrease) in Other Current (21.91) (5.44) (10.76)
Liabilities
Increase / (decrease) in Short Term 1.48 0.12 0.03
Provision
Increase / (decrease) in Long Term 1.48 0.66 0.67
Provision
(Increase) / decrease in Other Current (0.71) (0.11) (0.09)
Financial Assets
(Increase) / decrease in Other Current (50.14) (22.26) (74.90)
Assets
(Increase) / decrease in Other Non Current (0.80) (6.20) -
Assets
Increase / (decrease) in Other Current (6.66) 2.11 5.63
Financial Liabilities
Cash generated from operations 132.88 216.68 98.18
Income taxes (paid)/ refund (75.75) (68.28) (35.86)
Net cash (used in)/ generated from 57.13 148.41 62.32
operating activities
Cash flow from investing activities
Interest received 3.05 0.57 0.25
Purchase of Property Plant & Equipment (331.48) (302.41) (82.01)
and Capital Work in Progress
98Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Intangible Assets and Intangible asset (4.58) - -
under development
Sale of Property Plant & Equipment - 0.90 -
Investment in fixed deposits (5.70) (9.90) 1.05
Net cash (used in)/ generated from (338.71) (310.84) (80.71)
investing activities
Cash flow from financing activities
Increase / (decrease) in long term 8.70 79.89 25.26
borrowings (Net)
Increase / (decrease) in short term 329.91 122.15 15.91
borrowings (Net)
Interest Payments on Lease liabilities (0.64) (0.09) (0.12)
Principal Payments of Lease liabilities (1.51) (0.39) (0.33)
Finance Cost Paid (53.69) (35.27) (26.30)
Net cash (used in)/ generated from 282.77 166.29 14.42
financing activities
Net increase/ (decrease) in cash and cash 1.19 3.85 (3.97)
equivalents (A+B+C)
Opening cash and cash equivalents 4.58 0.73 4.70
Closing cash and cash equivalents 5.77 4.58 0.73
99GENERAL INFORMATION
Registered Office of our Company
E-39, RIICO Industrial Area Ext.
Bagru, Jaipur – 303 007
Rajasthan, India
Telephone: +91 0141 286 4869
Email: info@advanceagrolife.com
Website: www.advanceagrolife.com
Corporate Office of our Company
301, 3rd floor & 140-B Pandit, TN Mishra Marg
Nirman Nagar, Jaipur – 302 019
Rajasthan, India
Telephone: +91 0141 4810126
Corporate identity number and registration number
Corporate Identity Number: U24121RJ2002PLC017467
Registration Number: 017467
Address of Registrar of Companies
Our Company is registered with the ROC located at the following address:
Registrar of Companies
Corporate Bhawan, C/6-7, Second Floor,
Residency Area, Civil Lines
Jaipur – 302001
Rajasthan, India
Email: roc.jaipur@mca.gov.in
Board of Directors of our Company
The following table sets out the details of our Board as on the date of this Prospectus:
Name And Designation DIN Address
Om Prakash Choudhary 01004122 Plot No. E-44, Gautam Marg, Vaishali Nagar, near
Chairman and Managing Director gupta store, Jaipur – 302 021, Rajasthan, India
Kedar Choudhary 06905752 Plot No. E-44, Gautam Marg, Vaishali Nagar, near
Whole-time Director gupta store, Jaipur – 302 021, Rajasthan, India
Narendra Choudhary 10410584 Achro Ki Dhani, Bhainslana, Jaipur – 303 328,
Executive Director Rajasthan, India
Seema Singh 10042852 E-75, 2nd floor, Anand Niketan, South Moti Bagh,
Non-Executive Independent Director South West Delhi, Delhi – 110 021, India.
Manjit Singh Kochar 08298764 Flat 2075, Shobha Classic, Haralur Road, H S R
Non-Executive Independent Director Layout, Bengaluru – 560 102, Karnataka, India.
Rakesh Verma 02242428 House No 1099 Vikas Kunj, Vikas Puri, West Delhi -
Non-Executive Independent Director 110 018, Delhi, India
For brief profile and further details of our Board of Directors, see “Our Management” beginning on page 273.
Company Secretary and Compliance Officer
Nisha Gupta, is the Company Secretary and Compliance Officer of our Company. The contact details are as
follows:
100E-39, RIICO Industrial Area Ext
Bagru, Jaipur – 303 007
Rajasthan, India
Telephone: 0141 – 4810 126
Email: cs@advanceagrolife.com
Website: www.advanceagrolife.com
Investor Grievances
Investors can contact our Company Secretary and Compliance Officer, the Book Running Lead
Manager or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems, redressals
of complaints, such as 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.
All Issue related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Issue
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’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the
Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than
UPI Bidders using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or
the UPI ID in case of UPI Bidders using the UPI Mechanism.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediaries in addition to the 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 Issue. The Registrar to the Issue shall obtain the required
information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.
All Issue-related grievances of the Anchor Investors may be addressed to the Registrar, 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 Book Running Lead Manager where the Anchor Investor Application Form was submitted by
the Anchor Investor.
Book Running Lead Manager to the Issue
Choice Capital Advisors Private Limited
Sunil Patodia Tower, Plot No. 156-158
J.B. Nagar, Andheri (East), Mumbai – 400 099
Maharashtra, India
Telephone: +91 22 6707 9999/ 7919
E-mail: aal.ipo@choiceindia.com
Website: www.choiceindia.com/merchant-investment-banking
Investor Grievance E-mail: investorgrievances_advisors@choiceindia.com
Contact Person: Nimisha Joshi / Yogesh Mody
SEBI Registration INM000011872
Statement of responsibilities
Choice Capital Advisors Private Limited is the sole Book Running Lead Manager to the Issue and all the
responsibilities relating to co-ordination and other activities in relation to the Issue shall be performed by them
and hence a statement of inter-se allocation of responsibilities is not required.
101Legal Counsel to the Issue
Vidhigya Associates, Advocates
105 & 310, A Wing, Kanara Business Centre
Ghatkopar East, Mumbai – 400 075
Maharashtra, India
Telephone: +91 84240 30160
Email: rahul@vidhigyaassociates.com
Website: www.vidhigyaassociates.com
Contact Person: Rahul Pandey
Registrar to the Issue
KFin Technologies Limited
Selenium Tower-B, Plot No- 31 and 32,
Financial District Nanakramguda, Serilingampally,
Hyderabad – 500 032, Telangana, India.
Telephone: +91 40 6716 2222 / 1800 309 4001
Email: advance.ipo@kfintech.com
Investor grievance email: einward.ris@kfintech.com
Contact person: M Murali Krishna
Website: www.kfintech.com
SEBI Registration no.: INR000000221
Statutory Auditor to our Company
S K Patodia & Associates LLP
32, Block-Q, Sumer Nagar Ext.
Sanganer, Mansarovar
Jaipur – 302 020
Rajasthan, India
Telephone: +91 22 6707 9444
Email: info@skpatodia.in
Firm registration number: 112723W/W100962
Peer review number: 020599
Contact Person: Vikas Tambi
Membership Number: 408970
Changes in Auditors
Except detailed below, there has been no change in the statutory auditors of the Company in the last three
years preceding the date of this Prospectus
Name of Auditor Address and E-mail Date of Appointment/ Reason
Cessation
R.K.Shrimal And Co. S-4, Second Floor, 'Kuber', H-21A, September 30, 2024 Cessation on account
Bhagat Singh Marg, C-Scheme, Jaipur – of completion of
Firm registration number: 302 001, Rajasthan, India tenure
0005178C
Email: rkshrimal@gmail.com
S K Patodia and Associates 32, Block-Q, Sumer Nagar Ext., September 30, 2024 Appointment
LLP Sanganer, Mansarovar, Jaipur – 302 020
Rajasthan, India
Firm registration number:
112723W Email: info@skpatodia.in
102Bankers to Issue, Escrow Collection Bank, Public Issue Bank, Refund Bank and Sponsor Bank
Axis Bank Limited
PN 12, 133, 14, 175 to 179, Shivgyan Height
Opp. DCM UMA Colony, Nirman Nagar
DCM, Jaipur - 302 019
Rajasthan, India
Telephone: +91 74120 32351/+91 98292 12828
Contact person: Amit Jain
Website: www.axisbank.com
Email: nirmannagarjaipur.branchhead@axisbank.com
SEBI Registration No.: INBI00000017
HDFC Bank Limited
HDFC Bank Limited, FIG-OPS Department
Lodha, I Think Techno Campus, O-3 Level
next to Kanjurmarg Railway Station
Kanjurmarg (East), Mumbai – 400042
Maharashtra, India
Telephone: +91 22 3075 2929, +91 22 3075 2928, +91 22 3075 2914
Contact person: Eric Bacha / Sachin Gawade / Pravin Teli / Siddharth Jadhav / Tushar Gavankar
Website: www.hdfcbank.com
Email: siddharth.jadhav@hdfcbank.com, sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com,
tushar.gavankar@hdfcbank.com, pravin.teli@hdfcbank.com
SEBI Registration No.: INBI00000063
Bankers to our Company
Punjab National Bank
MCC Jaipur - 1, 2 Nehru Place,
Tonk Road, Jaipur - 302 015
Rajasthan, India
Telephone: +91 88110 46090
Contact person: Abhishek Soni
Designation: Chief Manager
Website: www.pnbindia.in
Email: clpc6040@pnb.co.in
Syndicate Member
Choice Equity Broking Private Limited
Sunil Patodia Tower, Plot No. 156-158
J.B. Nagar, Andheri (East)
Mumbai – 400 099
Maharashtra, India
Telephone: +91 22 6706 9999 (ext-867)
Contact person: Pawan Khemka
Website: www.choiceindia.com
Email: ipo@choiceindia.com
SEBI Registration Number: INZ000160131
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the website of
SEBI, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated SCSB
103Branches with which a Bidder (other than an Anchor Investor), not bidding through Syndicate/Sub Syndicate
or 87 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 on the SEBI
website, and at such other websites as may be prescribed by SEBI from time to time.
Applications through the UPI Mechanism in the Issue can be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile application, which
are live for applying in public issues using UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to
time and at such other websites 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 Bidding using the UPI Mechanism
may apply through the SCSBs and mobile applications whose names appear on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, and
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.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors) submitted under 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
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time to
time or any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Issue using the stock broker 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
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, or such other websites
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, or such other websites
104as updated from time to time.
Grading of the Issue
No credit agency registered with SEBI has been appointed for grading for the Issue.
Expert
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated September 18, 2025 from our Statutory Auditors, S K
Patodia & Associates LLP, Chartered Accountants to include their name as required under section 26(5) of
the Companies Act, 2013 read with SEBI ICDR Regulations, in this 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 Auditor,
and in respect of Examination Report dated August 28, 2025 on our Restated Financial Statement and their
report dated September 18, 2025 on the Statement of Tax Benefits in this Prospectus and such consent has not
been withdrawn as on the date of filing of this Prospectus.
Our Company has received written consent dated March 22, 2025, from the independent chartered engineer,
namely Hari Dutt Purohit, to include their name as required under section 26 of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the
Companies Act, 2013, to the extent and in their capacity as a chartered engineer, in relation to their certificate
dated September 1, 2025 and such consent has not been withdrawn as on the date of this Prospectus.
However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent
within the meaning under the U.S. Securities Act, as amended (the “U.S. Securities Act”).
Monitoring Agency
In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company has appointed CARE Ratings
Limited as the monitoring agency to monitor the utilization of the Gross Proceeds from the Issue.
The details of Monitoring Agency are as follows:
CARE Ratings Limited
Godrej Coliseum, 4th Floor, Somaiya Hospital Road
Off Eastern Express Highway, Sion (East)
Mumbai – 400 022, Maharashtra, India
Telephone: +91 99283 61037
Contact person: Rohit Verma
E-mail: rohit.verma@careedge.in
Website: www.careratings.com
SEBI Registration Number: IN/CRA/004/1999
For details in relation to the proposed utilization of the Gross Proceeds from the Issue, see “Objects of the
Offer” on page 132.
Appraising Entity
Our Company has not appointed any appraising agency.
Credit Rating
As the Issue is of Equity Shares, credit rating is not required.
Green Shoe Option
No green shoe option is contemplated under the Issue.
105Debenture trustees
As the Issue is of Equity Shares, the appointment of debenture trustees is not required.
Filing of Draft Red Herring Prospectus /Red Herring Prospectus / Prospectus
A copy of the Draft Red Herring Prospectus was uploaded on the SEBI Intermediary Portal at
https://siportal.sebi.gov.in, in accordance with regulation 25 (8) of SEBI ICDR Regulations and SEBI Master
Circular dated June 21, 2023 and was also submitted to SEBI on 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”. Further, physical copies of the Draft Red Herring Prospectus were filed with
the Securities and Exchange Board of India at:
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 filed under
Section 32 of the Companies Act, 2013 would be filed with the RoC and a copy of this Prospectus to be filed
under Section 26 of the Companies Act, 2013 would be filed with the RoC through the electronic portal at
http://www.mca.gov.in/mcafoportal/login.do.
Book Building process
“Book building” refers to the process of collection of Bids from investors on the basis of the Prospectus, the
Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and minimum Bid
Lot and Employee Discount was decided by our Company in consultation with the BRLM, and advertised in
all editions of Financial Express, a English national daily newspaper, all editions of Jansatta, a Hindi national
daily newspaper and all editions of Bussiness Remedies, a Hindi daily newspaper (Hindi being the regional
language of Jaipur, Rajasthan wherein our Registered Office is located) each with wide, at least two Working
Days prior to the Bid/ Issue Opening Date and was made available to the Stock Exchanges for the purpose of
uploading on their website. The Issue Price was determined by our Company in consultation with the BRLM,
after the Bid/ Issue Closing Date. For details, see “Issue Procedure” on page 422.
All Bidders, other than Anchor Investors, participated in this Issue only through the ASBA process by
providing the details of their respective ASBA Accounts in which the corresponding Bid Amount was be
blocked by the SCSBs and Sponsor Banks. Anchor Investors were not permitted to participate in the Issue
through the ASBA process. UPI Bidders participated through the ASBA process by either (a) providing the
details of their respective ASBA Account in which the corresponding Bid Amount were blocked by the SCSBs
or, (b) through the UPI Mechanism. Non-Institutional Investors with an application size of up to ₹ 5,00,000
were required to use the UPI Mechanism and were required to provide their UPI ID in the Bid cum Application
Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and
Registrar and Share Transfer Agents. Pursuant to SEBI ICDR Master Circular, all individual bidders in intial
public offerings whose applications sizes are upto to ₹ 5,00,000 shall use the UPI Mechanism.
In accordance with the SEBI ICDR Regulations, QIBs Bidding in the Net QIB Portion and Non-Institutional
Bidders bidding in the Non-Institutional Portion were not permitted to withdraw or lower the size of their
Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
other Eligible Employees Bidding in the Employee Reservation Portion (subject to the Bid Amount having
been up to ₹0.20 million) bidding in the Employee Reservation Portion could revise their Bids during the Bid/
Issue Period and withdraw their Bids until the Bid/ Issue Closing Date. Anchor Investors allowed withdraw
their Bids after the Anchor Investor Bidding Date. Further, allocation to QIBs in the Net QIB Portion were
made on a proportionate basis and allocation to Anchor Investors in the Anchor Investor Portion was made on
a discretionary basis.
106For further details, see “Terms of the Issue”, “Issue Structure” and “Issue Procedure” on pages 411, 417,
and 422 respectively.
Our Company complied with the SEBI ICDR Regulations and any other directions issued by SEBI in relation
to this Issue. In this regard, our Company has appointed the BRLM to manage this Issue and procure Bids for
this Issue.
The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI.
Bidders are advised to make their own judgment about an investment through this process prior to submitting
a Bid.
Bidders should note the Issue 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 approval of the RoC after
this Prospectus is filed with the RoC.
Illustration of Book Building Process and the Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Issue”
and “Issue Procedure” on page 411 and 422.
Underwriting Agreement
Our Company has prior to the filing of this Prospectus with the RoC, and in accordance with the nature of
underwriting which is determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, entered
into the Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through
the Issue. It was proposed that pursuant to the terms of the Underwriting Agreement, the BRLM will be
responsible for bringing in the amount devolved in the event the respective Syndicate Member does not fulfill
their underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of each
of the Underwriters are several and are subject to certain conditions specified therein.
The Underwriting Agreement is dated October 3, 2025. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:
Name, address, telephone number and Indicative Number of Equity Amount
email address of the Underwriters Shares to be underwritten underwritten (₹
million)
Choice Capital Advisors Private Limited 19,285,620 1,928.56
Sunil Patodia Tower, Plot No. 156-158
J.B. Nagar, Andheri (East), Mumbai – 400
099 Maharashtra, India
Tel: ++91 22 6706 9999 (7919)
E-mail: aal.ipo@choiceindia.com
Choice Equity Broking Private Limited 100 0.01
Sunil Patodia Tower, Plot No. 156-158
J.B. Nagar, Andheri (East)
Mumbai City, Mumbai – 400 099
Maharashtra, India
Telephone: +91 22 6707 9999 / 867 (ext.)
Email: ipo@choiceindia.com
Total 19,285,720 1,928.57
The above-mentioned amount is indicative and was finalised after finalisation of the Basis of Allotment and
subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board (based on representations given by the Underwriters), the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
107Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or are registered as brokers with
the Stock Exchange(s).The Board at its meeting held on October 3, 2025, has accepted and entered into the
Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in the proportion of their underwriting
commitments set forth in the table above.
Notwithstanding the above table, each of the Underwriters are severally responsible for ensuring payment with
respect to the Equity Shares allocated to Bidders 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, were required to procure subscribers for or subscribe to the Equity Shares to the
extent of the defaulted amount in accordance with the Underwriting Agreement.
108CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Prospectus is as set forth below:
S. Particulars (Amount in ₹ except share data)
No. Aggregate nominal Aggregate
value value at Issue
Price*
A. AUTHORISED SHARE CAPITAL(1)
7,50,00,000 Equity Shares of ₹10/- each 75,00,00,000
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
4,50,00,000 Equity Shares of ₹10/- each 45,00,00,000
C. PRESENT ISSUE IN TERMS OF THIS PROSPECTUS(2)(3)
Issue of up to 19,285,720 Equity Shares of face value 192,857,200 1,928,422,000
of ₹10 each aggregating up to ₹ 1,928.42 million(2)
Which includes:
- Employee Reservation Portion of up to 30,000 3,000,000 2,850,000
Equity Shares of face value of ₹10 each(3)
Net Issue of up to 19,255,720 Equity Shares of face 192,557,200 1,925,572,000
value of ₹10 each
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE*#
64,285,720 Equity Shares of face value of ₹10/- 642,857,200 -
each*#
E. SECURITIES PREMIUM ACCOUNT
Before the Issue Nil
After the Issue* 1,735,564,800
*Subject to finalisation of Basis of Allotment and the Issue Price;
#Assuming full subscription to the Issue;
(1) For details in relation to the changes in the authorised share capital of our Company, please see “History and Certain Corporate
Matters- Amendments to our Memorandum of Association in the last ten (10) years” on page 264.
(2) The present Issue is authorized by our Board of Directors vide resolution passed at its meeting held on March 21, 2025 and by the
shareholders of our Company vide special resolution passed pursuant to section 23 and section 62(1)(c) of the Companies Act,
2013 at the Extra-ordinary General Meeting held on March 22, 2025.
(3) The Employee Reservation Portion did not exceed 5% of our post-Issue paid-up Equity Share capital. In the event of under-
subscription in the Employee Reservation Portion, the unsubscribed portion was made available for allocation and Allotment,
proportionately to all Eligible Employees who had Bid in excess of ₹ 0.2 Million (net of Employee Discount), subject to the
maximum value of Allotment made to such Eligible Employee not exceeding ₹ 0.5 Million (net of Employee Discount). The
unsubscribed portion, in the Employee Reservation Portion (after allocation of up to ₹ 0.5 Million, net of Employee Discount), was
added to the Net Issue. Our Company, in consultation with the BRLM, offered a discount of up to 5% on the Issue Price (equivalent
of ₹5 per Equity Share) to Eligible Employees bidding in the Employee Reservation Portion which was announced two Working
Days prior to the Bid/ Issue Opening Date. For further details, see the sections titled “Issue Procedure” and “Issue Structure”
on pages 422 and 417 respectively.
Notes to Capital Structure
1. Share Capital History of our Company
Our Company has only one class of share capital i.e., Equity Shares of face value of ₹10 each. All
the issued Equity Shares are fully paid-up.
109Date of Number Face Issue Nature of Nature of Cumulative Cumulative No of Name of
allotment of Equity value Price consideration allotment/ number of paid-up Allottees allottees
Shares per per transfer Equity Equity
allotted Equity Equity Shares Share
Share Share capital (₹)
(₹) (₹)
At the time of 50,000 10 10 Cash Initial 50,000 5,00,000 3 Allotment of
Incorporation subscription 20,000 Equity
to the MOA Shares to
Hanuman Sahai
Jat, 20,000
Equity Shares to
Gopal Lal Jat
and 10,000
Equity Shares to
Madan Lal Jat
March 31, 450,000 10 10 Cash Further issue 500,000 5,000,000 5 Allotment of
2010 260,000 Equity
Shares to
Hanuman Sahai
Jat, 101,000
Equity shares to
Kamla Devi Jat,
69,500 Equity
shares to Om
Prakash
Choudhary,
15,000 Equity
Shares to Sita
Kumari
Choudhary and
4,500 Equity
Shares to Kedar
Choudhary
November 1, 488,400 10 10 Cash Further issue 988,400 9,884,000 26 Allotment of
2011 65,000 Equity
Shares to
Hanuman Sahai
Jat, 45,000
Equity shares to
Kamla Devi Jat,
55,000 Equity
Shares to Om
Prakash
Choudhary,
45,000 Equity
Shares to Sita
Kumari
Choudhary,
10,000 Equity
Shares to Kedar
Choudhary,
25,400 Equity
shares to Sita
Ram Sharma,
5,000 Equity
Shares to Sita
Ram
Choudhary,
5,000 Equity
Shares to Ram
Dayal
Choudhary,
110Date of Number Face Issue Nature of Nature of Cumulative Cumulative No of Name of
allotment of Equity value Price consideration allotment/ number of paid-up Allottees allottees
Shares per per transfer Equity Equity
allotted Equity Equity Shares Share
Share Share capital (₹)
(₹) (₹)
5,000 Equity
Shares to Harji
Ram
Choudhary,
5,000 Equity
Shares to Hari
Mohan
Choudhary,
5,000 Equity
Shares to Gyarsi
Lal Choudhary,
15,000 Equity
shares to Devi
Lal Jangid,
5,000 Equity
Shares to
Rajendra
Bhadala, 15,000
Equity Shares to
Mewa Ram
Mehta, 5,000
Equity Shares to
Satish Kumar
Sharma, 5,000
Equity shares to
Ram Swaroop
Choudhary,
5,000 Equity
Shares to Shiv
Ram Meena,
15,000 Equity
Shares to Suresh
Kumar Meena,
5,000 Equity
Shares to Gopal
Lal Agarwal,
5,000 Equity
shares to
Kailash
Kumawat,
5,000 Equity
Shares to Ram
Swroop
Kumawat,
5,000 Equity
Shares to
Rajendra
Shekhawat,
5,000 Equity
Shares to
Purshottam
Sharma, 33,000
Equity shares to
Geeta
Choudhary,
50,000 Equity
Shares to Ram
111Date of Number Face Issue Nature of Nature of Cumulative Cumulative No of Name of
allotment of Equity value Price consideration allotment/ number of paid-up Allottees allottees
Shares per per transfer Equity Equity
allotted Equity Equity Shares Share
Share Share capital (₹)
(₹) (₹)
Jivan Jhakar,
45,000 Equity
Shares to Ram
Chandra Jat
March 31, 511,600 10 10 Cash Further issue 1,500,000 15,000,000 6 Allotment of
2014 170,000 Equity
Shares to
Hanuman Sahai
Jat, 110,000
Equity Shares to
Om Prakash
Choudhary,
80,000 Equity
Shares to Geeta
Choudhary,
20,000 Equity
Shares to Kedar
Choudhary,
30,000 Equity
Shares to
Sitaram
Sharma,
101,600 Equity
Shares to Ram
Sahai Kataria
November 981,528 10 10 Cash Rights Issue 2,481,528 24,815,280 12 Allotment of
17, 2014 35,000 Equity
Shares to Ram
Kumar
Choudhary,
291,140 Equity
Shares to Ram
Chandra Jat,
194,988 Equity
Shares to
Vikrant
Choudhary,
58,400 Equity
Shares to Ram
Sahai Kataria,
55,000 Equity
Shares to Jaiman
Lal Kataria,
48,000 Equity
Shares to Heera
Lal Jat, 32,000
Equity Shares to
Ram Jeevan
Jakhar, 47,000
Equity Shares to
Kalyan Mal Jat,
25,000 Equity
Shares to Sita
Ram Sharma,
80,000 Equity
Shares to Bhura
Ram Jat, 50,000
112Date of Number Face Issue Nature of Nature of Cumulative Cumulative No of Name of
allotment of Equity value Price consideration allotment/ number of paid-up Allottees allottees
Shares per per transfer Equity Equity
allotted Equity Equity Shares Share
Share Share capital (₹)
(₹) (₹)
Equity Shares to
Hari Mohan,
40,000 Equity
Shares to Mohru
Lal Jat, and
25,000 Equity
Shares to Gopal
Lal Jat
March 23, 786,700 10 10 Cash Rights Issue 3,268,228 32,682,280 7 Allotment of
2016 178,000 Equity
Shares to Om
Prakash
Choudhary,
140,000 Equity
Shares to Kedar
Choudhary,
208,800 Equity
shares to Kamla
Devi Jat,
120,000 Equity
Shares to Geeta
Choudhary,
20,000 Equity
Shares to Sita
Ram Sharma,
79,900 Equity
Shares to Bhura
Ram Jat and
40,000 Equity
Shares to Mohru
Ram Gurjar
March 31, 569,500 10 10 Cash Rights Issue 3,837,728 38,377,280 4 Allotment of
2017 248,000 Equity
Shares to Om
Prakash
Choudhary,
210,500 Equity
Shares to Kedar
Choudhary,
101,000 Equity
Shares to Kamla
Devi Jat and
10,000 Equity
Shares to Geeta
Choudhary
June 2, 2017 100,000 10 10 Cash Rights Issue 3,937,728 39,377,280 1 Allotment of
100,000 Equity
Shares to Om
Prakash
Choudhary
August 2, 140,000 10 10 Cash Rights Issue 4,077,728 40,777,280 4 Allotment of
2017 40,000 Equity
Shares to
Ramdhan,
40,000 Equity
Shares to
113Date of Number Face Issue Nature of Nature of Cumulative Cumulative No of Name of
allotment of Equity value Price consideration allotment/ number of paid-up Allottees allottees
Shares per per transfer Equity Equity
allotted Equity Equity Shares Share
Share Share capital (₹)
(₹) (₹)
Madan Lal Jat,
40,000 Equity
Shares to Hari
Shanker Jakhar,
20,000 Equity
Shares to Nand
Kishore Jakhar
March 31, 422,272 10 10 Cash Rights Issue 4,500,000 45,000,000 2 Allotment of
2018 2,20,000 Equity
Shares to Om
Prakash
Choudhary and
2,02,272 Equity
Shares to Kedar
Choudhary
February 20, 40,500,000 10 Nil N.A. Bonus issue 45,000,000 450,000,000 12 Allotment of
2025 in the ratio 21,938,742
of 9:1 i.e. 9 Equity Shares to
fully paid-up Om Prakash
Equity Choudhary,
shares 14,600,898
against 1 Equity Shares to
existing Kedar
fully paid-up Choudhary,
Equity 1,467,000
Shares held Equity Shares to
by the Geeta
existing Choudhary,
Shareholders 1,328,760
Equity Shares to
Manisha
Choudhary,
1,101,600
Equity Shares to
Kamla Devi Jat,
9,000, Equity
Shares to Mewa
Ram Mehta,
9,000 Equity
Shares to Devi
Lal Jangid,
9,000 Equity
Shares to
Vishnu Kumar
Jangid, 9,000
Equity Shares to
Budha Ram
Dhayal, 9,000
Equity Shares to
Sunil Kumar,
9,000 Equity
Shares to
Ravindra
Panwar and
9,000 Equity
Shares to
Narendra
114Date of Number Face Issue Nature of Nature of Cumulative Cumulative No of Name of
allotment of Equity value Price consideration allotment/ number of paid-up Allottees allottees
Shares per per transfer Equity Equity
allotted Equity Equity Shares Share
Share Share capital (₹)
(₹) (₹)
Choudhary
2. Preference Share Capital
As on the date of this Prospectus, our Company does not have any preference share capital.
3. Issue of shares for consideration other than cash, out of revaluation of reserves, by way of
Bonus
Except as set out below, our Company has not issued any Equity Shares for consideration other than
cash since its incorporation.
Our Company has not issued any equity shares out of revaluation reserve and company does not have
any revaluation reserve since incorporation.
Date of Number of Face value Issue Price Reason for Name of Benefits
allotment Equity Shares per Equity per Equity allotment allottees accrued to our
allotted Share (₹) Share (₹) Company
February 20, 40,500,000 10 Nil Bonus issue Allotment of Capitalization
2025 in the ratio of 21,938,742 of Reserves &
9:1 i.e. 9 Equity Surplus
fully paid-up Shares to Om
Equity Prakash
shares Choudhary,
against 1 14,600,898
existing fully Equity
paid-up Shares to
Equity Kedar
Shares held Choudhary,
by the 1,467,000
existing Equity
Shareholders Shares to
Geeta
Choudhary,
1,328,760
Equity
Shares to
Manisha
Choudhary,
1,101,600
Equity
Shares to
Kamla Devi
Jat, 9,000,
Equity
Shares to
Mewa Ram
Mehta, 9,000
Equity
Shares to
Devi Lal
Jangid, 9,000
Equity
Shares to
Vishnu
115Date of Number of Face value Issue Price Reason for Name of Benefits
allotment Equity Shares per Equity per Equity allotment allottees accrued to our
allotted Share (₹) Share (₹) Company
Kumar
Jangid, 9,000
Equity
Shares to
Budha Ram
Dhayal,
9,000 Equity
Shares to
Sunil Kumar
Dhaka, 9,000
Equity
Shares to
Ravindra
Panwar and
9,000 Equity
Shares to
Narendra
Choudhary
4. Issue of Equity Shares pursuant to sections 391 to 394 of the Companies Act, 1956 or sections
230 to 234 of the Companies Act, 2013
Our Company has not issued any Equity Shares pursuant to any scheme of arrangement approved
under sections 391-394 of the Companies Act, 1956 or section 230-234 of the Companies Act, 2013,
as applicable.
5. Issue or transfer of Equity Shares under employee stock option schemes
The Company does not have any employee stock option schemes under which any equity shares of
the Company is granted. Accordingly, no Equity Shares have been issued or transferred by our
Company pursuant to the exercise of any employee stock options.
6. Issue of Equity Shares at a price lower than the Issue price during the preceding one (1) year
The Issue Price for the Equity Shares is ₹100. Our Company has not issued any Equity Shares at a
price lower than the Issue price, during the period of one (1) year, immediately preceding the date of
this Prospectus. For details of the allotments made in the last one year, see “Capital Structure –
Share Capital History of Our Company – Equity Share capital” on page 109 of this Prospectus.
[The remainder of this page has been intentionally left blank]
1167. Shareholding Pattern of our Company
The table below presents the equity shareholding pattern of our Company as on the date of this Prospectus.
Category Category of Number of Number of Number Number of Total Shareholding Number of Voting Rights held in Number of Shareholding, Number of Number of Number of
(I) shareholder shareholde fully paid- of Partly shares number of as a % of each class of securities (IX) shares as a % locked in shares Shares pledged Equity Shares
(II) rs (III) up Equity paid-up underlying shares held total number Underlying assuming full (XII) or otherwise held in
Shares Equity Depository (VII) of shares Outstanding conversion of encumbered dematerialized
held (IV) Shares Receipts =(IV)+(V)+ (calculated as convertible convertible (XIII) form (XIV)
held (VI) (VI) per SCRR, securities securities (as a
(V) 1957) (VIII) Number of Total (including percentage of Number As a % Number As a %
As a % of Voting Rights as a % Warrants) diluted share (a) of total (a) of total
(A+B+C2) Class: Class: Total of (X) capital) (XI)= Shares Shares
Equity Others (A+B+ (VII)+(X) As a held held
Shares C) % of (b) (b)
(A+B+C2)
(A) Promoters 5 44,930,000 - - 44,930,000 99.84% Equity - 44,930,000 99.84% - 99.84% - - - - 44,930,000
and Shares
Promoter
Group
(B) Public 7 70,000 - - 70,000 0.16% Equity - 70,000 0.16% - 0.16% - - - - 70,000
Shares
(C) Non- - - - - - - - - - - - - - - - -
Promoter
Non-Public
(C1) Shares - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - -
by employee
trusts
Total 12 45,000,000 - - 45,000,000 100% Equity - 45,000,000 100.00 - - - - - - 45,000,000
(A+B+C) Shares
1178. Other details of shareholding of our Company
As on the date of the filing of this Prospectus, our Company has 12 Shareholders.
Set forth below are the details of the build-up of our Promoters’ shareholding in our Company since
incorporation:
Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
Om Prakash Choudhary
March 28, 20,000 10 - Gift Transfer of 20,000 Neglig 0.03
2007 Equity ible
Shares from
Gopal Lal
Jat
March 28, 10,000 10 - Gift Transfer of 30,000 0.07 0.02
2007 Equity
Shares from
Madan Lal
Jat
March 31, 69,500 10 10 Cash Further 99,500 0.15 0.11
2010 Issue
November 55,000 10 10 Cash Further 154,500 0.12 0.09
1, 2011 Issue
March 31, 110,000 10 10 Cash Further 264,500 0.24 0.17
2014 Issue
March 23, 178,000 10 10 Cash Rights 442,500 0.40 0.28
2016 Issue
March 31, 248,000 10 10 Cash Rights 690,500 0.55 0.39
2017 Issue
June 2, 100,000 10 10 Cash Rights 790,500 0.22 0.16
2017 Issue
March 24, 485,400 10 - Gift Transfer of 1,275,900 1.08 0.76
2018 Equity
Shares from
Kamla Devi
Jat
March 24, 79,950 10 - Gift Transfer of 1,355,850 0.18 0.12
2018 Equity
Shares from
Bhura Ram
Jat
March 24, 54,800 10 10 Cash Transfer of 1,410,650 0.12 0.09
2018 Equity
Shares from
Ram
Chandra Jat
March 31, 220,000 10 10 Cash Rights 1,630,650 0.49 0.34
2018 Issue
January 25, (5) 10 10 Cash Transfer of 1,630,645 Neglig Negli
2019 Equity ible gible
Shares to
Ram Gopal
Agarwal
HUF
118Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
January 25, (5) 10 10 Cash Transfer of 1,630,640 Neglig Negli
2019 Equity ible gible
Shares to
Ram Gopal
Agarwal
January 25, (5) 10 10 Cash Transfer of 1,630,635 Neglig Negli
2019 Equity ible gible
Shares to
Naresh
Kumar
Agarwal
HUF
January 25, (5) 10 10 Cash Transfer of 1,630,630 Neglig Negli
2019 Equity ible gible
Shares to
Naresh
Kumar
Agarwal
January 25, (5) 10 10 Cash Transfer of 1,630,625 Neglig Negli
2019 Equity ible gible
Shares to
Rajesh
Kumar
Agarwal
HUF
January 25, (5) 10 10 Cash Transfer of 1,630,620 Neglig Negli
2019 Equity ible gible
Shares to
Om
Prakash
Agarwal
January 25, (5) 10 10 Cash Transfer of 1,630,615 Neglig Negli
2019 Equity ible gible
Shares to
Meenu
Choudhary
January 25, (5) 10 10 Cash Transfer of 1,630,610 Neglig Negli
2019 Equity ible gible
Shares to
Rinku
Dangayach
January 25, (5) 10 10 Cash Transfer of 1,630,605 Neglig Negli
2019 Equity ible gible
Shares to
Ashish
Kumar Jain
December 194,988 10 10 Cash Transfer of 1,825,593 0.43 0.30
3, 2020 Equity
Shares from
Vikrant
Choudhary
December 5,000 10 10 Cash Transfer of 1,830,593 Neglig Negli
3, 2020 Equity ible gible
Shares from
Gyarsi Lal
Choudhary
119Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
December 5,000 10 10 Cash Transfer of 1,835,593 Neglig Negli
3, 2020 Equity ible gible
Shares from
Harji Ram
Choudhary
December 55,000 10 10 Cash Transfer of 1,890,593 0.12 0.09
3, 2020 Equity
Shares from
Jaiman Lal
Kataria
December 47,000 10 10 Cash Transfer of 1,937,593 0.10 0.07
3, 2020 Equity
Shares from
Kalyan Mal
Jat
December 5,000 10 10 Cash Transfer of 1,942,593 Neglig Negli
3, 2020 Equity ible gible
Shares Ram
Dayal
Choudhary
December 82,000 10 10 Cash Transfer of 2,024,593 0.18 0.13
3, 2020 Equity
Shares from
Ram Jeevan
Jakhar
December 5,000 10 10 Cash Transfer of 2,029,593 Neglig Negli
3, 2020 Equity ible gible
Shares from
Sita ram
Choudhary
December 5 10 10 Cash Transfer of 2,029,598 Neglig Negli
3, 2020 Equity ible gible
Shares from
Ram Gopal
Agarwal
HUF
December 5 10 10 Cash Transfer of 2,029,603 Neglig Negli
3, 2020 Equity ible gible
Shares from
Ram Gopal
Agarwal
December 5 10 10 Cash Transfer of 2,029,608 Neglig Negli
3, 2020 Equity ible gible
Shares from
Naresh
Kumar
Agarwal
HUF
December 5 10 10 Cash Transfer of 2,029,613 Neglig Negli
3, 2020 Equity ible gible
Shares from
Naresh
Kumar
Agarwal
December 5 10 10 Cash Transfer of 2,029,618 Neglig Negli
120Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
3, 2020 Equity ible gible
Shares from
Rajesh
Kumar
Agarwal
HUF
December 5 10 10 Cash Transfer of 2,029,623 Neglig Negli
3, 2020 Equity ible gible
Shares from
Om
Prakash
Agarwal
December 5 10 10 Cash Transfer of 2,029,628 Neglig Negli
3, 2020 Equity ible gible
Shares from
Meenu
Choudhary
December 5 10 10 Cash Transfer of 2,029,633 Neglig Negli
3, 2020 Equity ible gible
Shares from
Rinku
Dangayach
December 5 10 10 Cash Transfer of 2,029,638 Neglig Negli
3, 2020 Equity ible gible
Shares from
Ashish
Kumar Jain
January 04, 408,000 10 - Gift Transfer of 2,437,638 0.91 0.63
2022 Equity
Shares from
Geeta
Choudhary
February 21,938,742 10 Nil N.A. Bonus issue 24,376,38 48.75 34.13
20, 2025 in the ratio 0
of 9:1 i.e. 9
fully paid-
up Equity
shares
against 1
existing
fully paid-
up Equity
Shares held
by the
existing
Shareholder
s
Sub-total 24,376,380 54.17 37.92
(A)
Kedar Choudhary
March 31, 4,500 10 10 Cash Further 4,500 Neglig Negli
2010 issue ible gible
November 10,000 10 10 Cash Further 14,500 Neglig Negli
1, 2011 issue ible gible
March 31, 20,000 10 10 Cash Further 34,500 Neglig Negli
121Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
2014 issue ible gible
March 23, 140,000 10 10 Cash Rights 174,500 0.31 0.22
2016 Issue
March 31, 210,500 10 10 Cash Rights 385,000 0.47 0.33
2017 Issue
March 24, 485,400 10 - Gift Transfer of 870,400 1.08 0.76
2018 Equity
Shares from
Kamla Devi
Jat
March 24, 79,950 10 - Gift Transfer of 950,350 0.18 0.12
2018 Equity
Shares from
Bhura Ram
Jat
March 24, 23,200 10 10 Cash Transfer of 973,550 0.05 0.04
2018 Equity
Shares from
Ram
Chandra Jat
March 31, 202,272 10 10 Cash Rights 1,175,822 0.45 0.31
2018 Issue
December 15,000 10 10 Cash Transfer of 1,190,822 Neglig Negli
3, 2020 Equity ible gible
Shares from
Mewa Ram
Mehta
December 15,000 10 10 Cash Transfer of 1,205,822 Neglig Negli
3, 2020 Equity ible gible
Shares from
Devi Lal
Jangid
December 15,000 10 10 Cash Transfer of 1,220,822 Neglig Negli
3, 2020 Equity ible gible
Shares from
Suresh
Kumar
Meena
December 5,000 10 10 Cash Transfer of 1,225,822 Neglig Negli
3, 2020 Equity ible gible
Shares from
Gopal Lal
Agarwal
December 5,000 10 10 Cash Transfer of 1,230,822 Neglig Negli
3, 2020 Equity ible gible
Shares from
Ram
Swaroop
Kumawat
December 5,000 10 10 Cash Transfer of 1,235,822 Neglig Negli
3, 2020 Equity ible gible
Shares from
Kailash
Kumawat
122Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
December 85,000 10 10 Cash Transfer of 1,320,822 0.19 0.13
3, 2020 Equity
Shares from
Ram
Chandra Jat
January 4, 81,500 10 - Gift Transfer of 1,402,322 0.18 0.13
2022 Equity
Shares from
Kamla Devi
Jat
January 4, 220,000 10 - Gift Transfer of 1,622,322 0.49 0.34
2022 Equity
Shares from
Sita Kumari
Choudhary
February 14,600,898 10 Nil N.A. Bonus issue 16,223,22 32.45 22.71
20, 2025 in the ratio 0
of 9:1 i.e. 9
fully paid-
up Equity
shares
against 1
existing
fully paid-
up Equity
Shares held
by the
existing
Shareholder
s
Sub-total 16,223,220 36.05 25.24
(B)
Geeta Choudhary
November 33,000 10 10 Cash Further 33,000 0.07 0.05
1, 2011 issue
March 31, 80,000 10 10 Cash Further 113,000 0.18 0.12
2014 issue
March 23, 120,000 10 10 Cash Rights 233,000 0.27 0.19
2016 Issue
March 31, 10,000 10 10 Cash Rights 243,000 Neglig Negli
2017 Issue ible gible
March 24, 25,000 10 10 Cash Transfer of 268,000 Neglig Negli
2018 Equity ible gible
Shares from
Ram
Chandra Jat
December 40,000 10 10 Cash Transfer of 308,000 0.09 0.06
3, 2020 Equity
Shares from
Madan Lal
Jat
December 20,000 10 10 Cash Transfer of 328,000 Neglig Negli
3, 2020 Equity ible gible
Shares from
Nand
123Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
Kishore
Jakhar
December 40,000 10 10 Cash Transfer of 368,000 0.09 0.06
3, 2020 Equity
Shares from
Ramdhan
December 40,000 10 10 Cash Transfer of 408,000 0.09 0.06
3, 2020 Equity
Shares from
Hari
Shanker
Jakhar
January 20, (408,000) 10 - Gift Transfer of - (0.91) (0.63)
2022 Equity
Shares to
Om
Prakash
Choudhary
October 18, 55,000 10 10 Cash Transfer of 55,000 0.12 0.07
2023 Equity
Shares from
Hari Mohan
October 18, 25,000 10 10 Cash Transfer of 80,000 0.06 0.04
2023 Equity
Shares from
Gopal Lal
Jat
October 18, 48,000 10 10 Cash Transfer of 128,000 0.11 0.07
2023 Equity
Shares from
Heera Lal
Jat
October 18, 35,000 10 10 Cash Transfer of 163,000 Neglig Negli
2023 Equity ible gible
Shares from
Ram
Kumar
Choudhary
February 1,467,000 10 Nil N.A. Bonus issue 1,630,000 3.26 2.28
20, 2025 in the ratio
of 9:1 i.e. 9
fully paid-
up Equity
shares
against 1
existing
fully paid-
up Equity
Shares held
by the
existing
Shareholder
s
Sub-total 1,630,000 3.62 2.54
(C)
124Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
Manisha Choudhary
October 18, 80,000 10 10 Cash Transfer of 80,000 0.18 0.12
2023 Equity
Shares from
Mohru Ram
Gurjar
October 18, 44,640 10 10 Cash Transfer of 124,640 0.10 0.07
2023 Equity
Shares from
Ramavtar
Vijay
October 18, 5,000 10 10 Cash Transfer of 129,640 Neglig Negli
2023 Equity ible gible
Shares from
Rajendra
Bhadala
October 18, 5,000 10 10 Cash Transfer of 134,640 Neglig Negli
2023 Equity ible gible
Shares from
Rajendra
Shekhawat
October 18, 5,000 10 10 Cash Transfer of 139,640 Neglig Negli
2023 Equity ible gible
Shares from
Ram
Swaroop
Chouodhar
y
October 18, 5,000 10 10 Cash Transfer of 144,640 Neglig Negli
2023 Equity ible gible
Shares from
Satish
Kumar
Sharma
October 18, 3,000 10 10 Cash Transfer of 147,640 Neglig Negli
2023 Equity ible gible
Shares from
Shiv Ram
Meena
February 1,328,760 10 Nil N.A. Bonus issue 1,476,400 2.95 2.07
20, 2025 in the ratio
of 9:1 i.e. 9
fully paid-
up Equity
shares
against 1
existing
fully paid-
up Equity
Shares held
by the
existing
Shareholder
s
Sub-total 1,476,400 3.28 2.30
(D)
125Date of Number of Face value Issue Nature of Nature of Cumulati % of % of
allotment/ Equity Shares per Equity Price/Conside considerat allotment/ ve Pre- Post-
acquisition allotted/ Share (₹) ration per ion transfer number Issue Issue
/ transfer transferred Equity Share of Equity capita capit
(₹) Shares l (₹)* al (₹)
Total (A + 43,706,000 97.12 67.99
B + C + D)
Details of the transfer and acquisition of Equity Shares of our Company through secondary transaction for
the Promoters, and members of the Promoter Group.
Except as disclosed below, our Promoters and members of the Promoter Group have not transferred or acquired
Equity Shares of our Company through secondary transactions:
Date of Name of allotee/ Transferor No. of Face Price per Nature of
transfer transferee Equity value Equity consideration
shares of Share
transferred Equity
shares
March 28, 2007 Om Prakash Gopal Lal Jat 20,000 10 N.A. Gift
Choudhary
March 28, 2007 Om Prakash Madan Lal Jat 10,000 10 N.A. Gift
Choudhary
January 8, 2016 Kamla Devi Jat Hanuman Devi 515,000 10 N.A. Transmission
Jat
March 24, 2018 Om Prakash Kamla Devi 485,400 10 N.A. Gift
Choudhary Jat
March 24, 2018 Kedar Choudhary Kamla Devi 485,400 10 N.A. Gift
Jat
March 24, 2018 Om Prakash Bhuraram Jat 79,950 10 N.A. Gift
Choudhary
March 24, 2018 Kedar Choudhary Bhuraram Jat 79,950 10 N.A. Gift
March 24, 2018 Geeta Choudhary Ram Chandra 25,000 10 10 Cash
Jat
March 24, 2018 Om Prakash Ram Chandra 54,800 10 10 Cash
Choudhary Jat
March 24, 2018 Kedar Choudhary Ram Chandra 23,200 10 10 Cash
Jat
March 24, 2018 Kamla Devi Jat Ram Chandra 81,500 10 10 Cash
Jat
January 25, Ram Gopal Agarwal Om Prakash 5 10 10 Cash
2019 HUF Choudhary
January 25, Ram Gopal Agarwal Om Prakash 5 10 10 Cash
2019 Choudhary
January 25, Naresh Kumar Om Prakash 5 10 10 Cash
2019 Agarwal HUF Choudhary
January 25, Naresh Kumar Om Prakash 5 10 10 Cash
2019 Agarwal Choudhary
January 25, Rajesh Kumar Om Prakash 5 10 10 Cash
2019 Agarwal HUF Choudhary
January 25, Om Prakash Agarwal Om Prakash 5 10 10 Cash
2019 Choudhary
January 25, Meenu Choudhary Om Prakash 5 10 10 Cash
2019 Choudhary
January 25, Rinku Dangayach Om Prakash 5 10 10 Cash
2019 Choudhary
January 25, Ashish Kumar Jain Om Prakash 5 10 10 Cash
2019 Choudhary
December 3, Geeta Choudhary Madan Lal Jat 40,000 10 10 Cash
2020
December 3, Geeta Choudhary Nand Kishore 20,000 10 10 Cash
2020 Jakhar
126Date of Name of allotee/ Transferor No. of Face Price per Nature of
transfer transferee Equity value Equity consideration
shares of Share
transferred Equity
shares
December 3, Geeta Choudhary Ramdhan 40,000 10 10 Cash
2020
December 3, Geeta Choudhary Hari Shanker 40,000 10 10 Cash
2020 Jakhar
December 3, Kedar Choudhary Mewa Ram 15,000 10 10 Cash
2020 Mehta
December 3, Kedar Choudhary Devi Lal 15,000 10 10 Cash
2020 Jangid
December 3, Kedar Choudhary Suresh Kumar 15,000 10 10 Cash
2020 Meena
December 3, Kedar Choudhary Gopal Lal 5,000 10 10 Cash
2020 Agarwal
December 3, Kedar Choudhary Ram Swroop 5,000 10 10 Cash
2020 Kumawat
December 3, Kedar Choudhary Kailash 5,000 10 10 Cash
2020 Kumawat
December 3, Kedar Choudhary Ram Chandra 85,000 10 10 Cash
2020 Jat
December 3, Om Prakash Vikrant 194,988 10 10 Cash
2020 Choudhary Choudhary
December 3, Om Prakash Gyarsi Lal 5,000 10 10 Cash
2020 Choudhary Choudhary
December 3, Om Prakash Harji Ram 5,000 10 10 Cash
2020 Choudhary Choudhary
December 3, Om Prakash Jaiman Lal 55,000 10 10 Cash
2020 Choudhary Kataria
December 3, Om Prakash Kalyan Mal Jat 47,000 10 10 Cash
2020 Choudhary
December 3, Om Prakash Ram Dayal 5,000 10 10 Cash
2020 Choudhary Choudhary
December 3, Om Prakash Ram Jivan 82,000 10 10 Cash
2020 Choudhary Jhakar
December 3, Om Prakash Sita Ram 5,000 10 10 Cash
2020 Choudhary Choudhary
December 3, Om Prakash Ram Gopal 5 10 10 Cash
2020 Choudhary Agarwal HUF
December 3, Om Prakash Ram Gopal 5 10 10 Cash
2020 Choudhary Agarwal
December 3, Om Prakash Naresh Kumar 5 10 10 Cash
2020 Choudhary Agarwal HUF
December 3, Om Prakash Naresh Kumar 5 10 10 Cash
2020 Choudhary Agarwal
December 3, Om Prakash Rajesh Kumar 5 10 10 Cash
2020 Choudhary Agarwal HUF
December 3, Om Prakash Om Prakash 5 10 10 Cash
2020 Choudhary Agarwal
December 3, Om Prakash Meenu 5 10 10 Cash
2020 Choudhary Choudhary
December 3, Om Prakash Rinku 5 10 10 Cash
2020 Choudhary Dangayach
December 3, Om Prakash Ashish Kumar 5 10 10 Cash
2020 Choudhary Jain
January Om Prakash Geeta 408,000 10 N.A. Gift
20, 2022 Choudhary Choudhary
January 04, Kedar Choudhary Kamla Devi 81,500 10 N.A. Gift
2022 Jat
January 04, Sita Kumari Ram Sahai 160,000 10 N.A. Gift
2022 Choudhary Kataria
127Date of Name of allotee/ Transferor No. of Face Price per Nature of
transfer transferee Equity value Equity consideration
shares of Share
transferred Equity
shares
January 04, Kedar Choudhary Sita Kumari 220,000 10 N.A. Gift
2022 Choudhary
October 18, Kamla Devi Jat Sita Ram 122,400 10 10 Cash
2023 Sharam
October 18, Geeta Choudhary Hari Mohan 55,000 10 10 Cash
2023
October 18, Geeta Choudhary Gopal Lal Jat 25,000 10 10 Cash
2023
October 18, Geeta Choudhary Heera Lal Jat 48,000 10 10 Cash
2023
October 18, Geeta Choudhary Ram Kumar 35,000 10 10 Cash
2023 Choudhary
October 18, Manisha Choudhary Mohru Ram 80,000 10 10 Cash
2023 Gurjar
October 18, Manisha Choudhary Ramavtar 44,640 10 10 Cash
2023 Vijay
October 18, Manisha Choudhary Rajendra 5,000 10 10 Cash
2023 Bhadala
October 18, Manisha Choudhary Rajendra 5,000 10 10 Cash
2023 Shekhawat
October 18, Manisha Choudhary Ram Swroop 5,000 10 10 Cash
2023 Choudhary
October 18, Manisha Choudhary Satish Kumar 5,000 10 10 Cash
2023 Sharma
October 18, Manisha Choudhary Shiv Ram 1,000 10 10 Cash
2023 Meena
October 18, Manisha Choudhary Shiv Ram 1,000 10 10 Cash
2023 Meena
October 18, Manisha Choudhary Shiv Ram 1,000 10 10 Cash
2023 Meena
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as on
the date of this Prospectus.
Sr. Name of the Shareholder Number of Equity Shares Percentage of the
No. Equity Share capital
(%)*
1. Om Prakash Choudhary 24,376,380 54.17
2. Kedar Choudhary 16,223,220 36.05
3. Geeta Choudhary 16,30,000 3.62
4. Manisha Choudhary 14,76,400 3.28
5. Kamla Devi Jat 12,24,000 2.72
Total 44,930,000 99.84
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as of
10 days prior to the date of this Prospectus.
Sr. Name of the Shareholder Number of Equity Shares Percentage of the
No. Equity Share capital
(%)*
1. Om Prakash Choudhary 24,376,380 54.17
2. Kedar Choudhary 16,223,220 36.05
3. Geeta Choudhary 1,630,000 3.62
4. Manisha Choudhary 1,476,400 3.28
5. Kamla Devi Jat 1,224,000 2.72
128Total 44,930,000 99.84
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a
fully diluted basis, as of one year prior to the date of this Prospectus.
Sr. Name of the Shareholder Number of Equity Shares Percentage of the
No. Equity Share capital
(%)*
1. Om Prakash Choudhary 2,437,638 54.17%
2. Kedar Choudhary 1,622,322 36.05%
3. Geeta Choudhary 163,000 3.62%
4. Manisha Choudhary 147,640 3.28%
5. Kamla Devi Jat 122,400 2.72%
Total 4,493,000 99.84%
Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a
fully diluted basis, as of two years prior to the date of this Prospectus.
Sr. Name of the Shareholder Number of Equity Shares Percentage of the
No. Equity Share capital
(%)*
1. Om Prakash Choudhary 2,437,638 54.17%
2. Kedar Choudhary 1,622,322 36.05%
3. Sita Ram Sharma 122,400 2.72%
4. Hari Mohan Choudhary 55,000 1.22%
5. Heera Lal Jat 48,000 1.07%
6. Mohru Lal Gurjar 80,000 1.78%
Total 4,410,000 98.00%
The aggregate shareholding of the Promoters and Promoter Group
No. Name of the Shareholder Number of Equity Percentage of the Equity Percentage of the Post-
Shares Share capital (%)* Issue Equity Share
capital (%)
Promoters
1. Om Prakash Choudhary 24,376,380 54.17 37.92
2. Kedar Choudhary 16,223,220 36.05 25.24
3. Geeta Choudhary 1,630,000 3.62 2.54
4. Manisha Choudhary 1,476,400 3.28 2.30
Sub-total (A) 43,706,000 97.12 67.99
Promoter Group
5. Kamla Devi Jat 1,224,000 2.72 1.90
Sub-total (B) 1,224,000 2.72 1.90
Total (A+B) 44,930,000 99.84 69.89
The number of specified securities purchased or sold by the Promoter Group and/ or by the Directors of
our Company and their relatives in the preceding six months.
None of the members of our Promoter Group, our Promoters, our Directors, or any of their respective relatives,
as applicable, have purchased or sold any securities of our Company during the period of six (6) months
immediately preceding the date of this Prospectus.
Details of lock-in
Om Prakash Choudhary, Kedar Choudhary, Geeta Choudhary and Manisha Choudhary are the Promoters of our
Company in terms of the SEBI ICDR Regulations and the Companies Act, 2013. Accordingly, in terms of
129Regulation 14(1) of the SEBI ICDR Regulations, the said Promoters have complied with the requirement of
minimum promoter’s contribution in this Issue and in terms of Regulation 16(1)(a) the following Equity Shares
are locked in for a period of eighteen (18) months pursuant to the Issue.
Date of Date
allotmen up to
Face
t of Percentag Percentag which
Value Issue /
Number Equity e of the e of the Equity
Name of Nature of per Acquisitio
of Equity Shares pre-Issue post-Issue Share
Promoter transactio Equit n price per
Shares and paid-up paid-up s are
s n y Equity
locked-in when capital capital subjec
Share Share (₹)
made (%) (%) t to
(₹)
fully lock-
paid-up in
Om
April
Prakash February Bonus
71,70,883 10 Nil 15.94% 11.15% 10,
Choudhar 20, 2025 Issue
2027
y
Kedar April
February Bonus
Choudhar 47,72,440 10 Nil 10.61% 7.42% 10,
20, 2025 Issue
y 2027
Geeta April
February Bonus
Choudhar 4,79,503 10 Nil 1.07% 0.75% 10,
20, 2025 Issue
y 2027
April
Manisha February Bonus
4,34,318 10 Nil 0.97% 0.68% 10,
Choudhary 20, 2025 Issue
2027
1,28,57,14
Total Nil 28.59% 20.00%
4
The shareholding of the Promoters in excess of 20% of the fully diluted post-Issue Equity Share capital shall be
locked in for a period of six (6) months from the date of Allotment.
Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of
Promoter’s contribution in terms of Regulation 15 of the SEBI ICDR Regulations.
In this connection, please note that:
The Equity Shares issued for Promoter’s contribution do not include (i) Equity Shares acquired in the three
immediately preceding years for consideration other than cash and revaluation of assets or capitalisation of
intangible assets was involved in such transaction, (ii) Equity Shares resulting from bonus issue by utilisation of
revaluation reserves or unrealised profits of our Company or bonus shares issued against Equity Shares, which
are otherwise ineligible for computation of minimum Promoter’s contribution.
The minimum Promoter’s 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 issued to the public in the
Issue.
As on the date of this Prospectus, none of the Equity Shares held by our Promoters is pledged.
All the Equity Shares held by our Promoters are in dematerialised form.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-
in as per Regulation 16 of the SEBI ICDR Regulations, may be transferred to the other Promoters or 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 such transferees shall not be eligible to transfer until the expiry of the lock-in 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
Promoters) prior to the Issue and locked-in for a period of six (6) months, may be transferred to any other person
130holding 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 for the remaining period (and such transferees shall not be eligible
to transfer until the expiry of the lock-in period) and compliance with the provisions of the Takeover Regulations.
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 during
the six months immediately preceding the date of filing of this Prospectus.
There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to the Anchor Investors from the date of
Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to the Anchor Investors
from the date of Allotment.
Except for the allotment of Equity Shares pursuant to the Issue, our Company presently does not intend or propose
to alter its capital structure for a period of six months from the Issue 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 shares, or on a rights basis, or by way of further public issue of Equity Shares, or otherwise.
However, if our Company enters into acquisitions, joint ventures or other arrangements, our Company may,
subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as
currency for acquisitions or participation in such joint ventures.
Our Company, our Directors and the Book Running Lead Manager have no existing buy-back arrangements or
any other similar arrangements for the purchase of Equity Shares being offered through the Issue.
All Equity Shares offered pursuant to the Issue 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 Prospectus. Further, our Promoters have not pledged any of the
Equity Shares that they hold in our Company.
As on the date of this Prospectus, the Book Running Lead Manager and their respective associates (as defined
under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity
Shares of our Company. None of the investors of the Company is directly/indirectly related with Book Running
Lead Manager or their associates. The Book Running Lead Manager 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.
There are no outstanding convertible securities, options or rights to convert debentures, loans or other instruments
into Equity Shares as on the date of this Prospectus.
No person connected with the Issue, including, but not limited to, the Book Running Lead Manager, the members
of the Syndicate, our Company and Directors shall offer any incentive, whether direct or indirect, in any manner,
whether in cash or kind or services or otherwise to any Investor for making an Application.
There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company
shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
Except as stated in the “Risk Factor - There may have been certain instances of non-compliances with respect
to certain corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory
actions and penalties” on page 63, our Company is in compliance with the Companies Act, 2013, to the extent
applicable, with respect to issuance of Equity Shares from the date of incorporation of our Company till the date
of filing of this Prospectus.
Our Company shall ensure that all transactions in securities by the Promoters and Promoter Group between the
date of filing of the offer document, as the case may be, and the date of closure of the issue shall be reported to
the stock exchange(s), within twenty-four hours of such transactions.
131OBJECTS OF THE ISSUE
The Issue comprises of fresh Issue of up to 1,92,85,720* Equity Shares of our Company at an Issue Price of ₹100/-
per Equity Share, aggregating up to ₹1928.42 million by our Company. The proceeds from the Issue after
deducting Issue related expenses are estimated to be ₹ 237.55 million (the “Net proceeds”).
*Subject to finalization of basis of allotment
We believe that listing our equity shares on the Stock Exchanges will significantly enhance our corporate image
and increase the visibility of our brand. Additionally, it will provide our Company with the benefits associated
with being listed, such as improved access to capital markets and increased credibility with stakeholders. The
listing will also establish a public trading market for our equity shares, providing liquidity for our investors and
potentially broadening our shareholder base.
The main objects and the objects incidental and ancillary to the main objects of our Memorandum of Association
enable our Company to undertake our existing business activities and to undertake the activities for which the
funds are being raised in the Issue.
The net proceeds of the Issue, i.e. gross proceeds of the Issue less the issue expenses to the extent applicable to
the Issue (“Net Proceeds”) are proposed to be utilized for the following object:
1. Funding Working Capital requirements of our Company
2. General Corporate Purposes
Net Proceeds
The details of the net proceeds of the Fresh Issue are summarized in the table below:
(₹ in millions)
Particulars Amount(2)
Gross Proceeds 1,928.42
Less: Issue related expenses(1) 237.55
Net Proceeds 1,690.87
(1) See “Issue Related Expenses” below
Requirement of Funds and Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilized in accordance with the details set forth below:
(₹ in millions)
Sr. No. Particulars Estimated amount
1. Funding Working Capital requirements of our Company 1,350.00
2. General corporate purposes * 340.87
The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
Proposed schedule of Implementation and Utilization 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 set forth in the table below.
(₹ in millions)
Sr. Particulars Amount to be funded Amount to be Amount to be
No. from the Net deployed from the net deployed from the net
Proceeds proceeds in Fiscal proceeds in Fiscal
2026 2027
1. Funding Working Capital 1,350.00 675.00 675.00
requirements of our Company
2. General corporate purposes (1) 340.87 340.87 -
Total Net Proceeds 1,690.87 1,015.87 675.00
(1) The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
132The above-stated fund requirements, deployment of the funds and the intended use of the Net Proceeds as
described in this` Prospectus are based on (a) our current business plan and internal management estimates based
on current market conditions; and (b) certificate from chartered accountant for certifying the working capital
requirements. However, such fund requirements and deployment of funds have not been appraised by any bank,
financial institution or any other independent agency. For further details, see ‘Risk Factors –Our funding
requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial
institution or any other independent agency and our management will have broad discretion over the use of
the Net Proceeds’ on page 79. We may have to revise our funding requirements and deployment on account of a
variety of factors such as our financial and market condition, our business and growth strategies, competitive
landscape, general factors affecting our results of operations, financial condition and access to capital and other
external factors such as changes in the business environment or regulatory climate and interest or exchange rate
fluctuations, which may not be within the control of our management. This may entail rescheduling the proposed
utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion
of our management, subject to compliance with applicable law. For details, see Risk Factors - Any variation in
the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior
shareholders’ approval’ on page 82.
Moreover, if the actual utilisation towards the Object is lower than the proposed deployment such balance will be
used for general corporate purposes to the extent that the total amount to be utilized towards general corporate
purposes will not exceed 25% of the gross proceeds from the Fresh Issue in accordance with Regulation 7(2) of
the SEBI ICDR Regulations. In case of a shortfall in raising requisite capital from the Net Proceeds or an increase
in the total estimated cost of the Object, business considerations may require us to explore a range of options
including utilising our internal accruals, general corporate purposes and seeking additional debt from existing and
future lender. We believe that such alternate arrangements would be available to fund any such shortfalls. Further,
in case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other
purposes for which funds are being raised in the Fresh Issue. To the extent our Company is unable to utilise any
portion of the Net Proceeds towards the aforementioned objects, per the estimated schedule of deployment
specified above, our Company shall deploy the Net Proceeds in subsequent Fiscals towards the aforementioned
Objects.
Means of Finance
The fund requirements for working capital stated in the Objects above are proposed to be met from the Net
Proceeds, Internal accruals and Existing borrowings. Accordingly, our Company are in compliance with the
requirements prescribed under Paragraph 9(C)(1) of Part A of Schedule VIII and Regulation 7(1)(e) of the SEBI
ICDR Regulations which require firm arrangements of finance to be made through verifiable means towards at
least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue and existing
internal accruals and existing borrowing limits. In the event of a shortfall in the Net Proceeds or any increase in
the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including
utilizing our internal accruals.
1. FUNDING WORKING CAPITAL REQUIREMENT OF OUR COMPANY
With the growth in business, there will be need for additional working capital requirement in the
Company as the industry in which we operate is working capital intensive. We fund a majority of our
working capital requirements in the ordinary course of business from banks and internal accruals. We
intend to utilize ₹1,350.00 million from the Net Proceeds to fund the incremental working capital
requirement of our Company.
We are an agrochemical company involved in the production of a wide range of agrochemical products
that support the entire crop lifecycle. Our products are primarily sold through B2B model to corporate
customers both domestically and internationally. These customers leverage their distribution networks
and market presence to ensure the widespread availability of our solutions. Currently, we operate three
manufacturing facilities: two dedicated to formulation-grade manufacturing and one to technical-grade
manufacturing. In the year 2024, the company initiated technical-grade manufacturing as part of our
backward integration strategy. This restructuring has allowed us to optimize operations, improve in-
133house raw material supply, and enhance overall efficiency in technical-grade production.
Our company is involved in the manufacturing, formulation, and sale of a wide range of agrochemical
products, including insecticides, herbicides, fungicides, plant growth regulators. We also manufacture
other agrochemical products such as micro-nutrient fertilizers and bio fertilizers. Operating on a B2B
model, we serve large corporate clients and institutional buyers across India. Due to the nature of our
B2B operations, we work with clients who typically operate on extended credit terms, leading to a longer
receivables cycle. While there is minimal risk of credit loss, the delay in cash inflows requires us to
maintain adequate working capital to support our operations and drive business growth. Offering
additional credit to customers will enable our Company to retain our customer base and encourage them
to purchase larger quantities, thereby increasing revenue and helping sustain long-term growth.
Our trade receivables have grown in line with our sales, driven by an increasing customer base and
product portfolio expansion.As on Fiscal 2025, Fiscal 2024 and Fiscal 2023 our trade receivables stood
at ₹1,630.71 million, ₹1,431.52 million, ₹1,044.83 million and respectively. With the planned expansion
of our manufacturing capacity and diversification of product offerings and expected addition of new
customers, we anticipate trade receivables to reach ₹2,607.98 million and ₹3,524.51 million by Fiscal
2026 and Fiscal 2027 respectively. The additional working capital will enable us to efficiently manage
our receivables cycle while maintaining operational liquidity and sustaining business growth.
With the planned integration of technical manufacturing facilities and the expansion of our product
portfolio, our inventory requirements have increased. Our inventory levels increased from ₹388.14
million in Fiscal 2023 to ₹488.98 million in Fiscal 2024. As on Fiscal 2025, our inventory stood at
₹876.08 million, reflecting the need for higher raw material stocking to support growing production.
With our planned manufacturing setup for Technical Grade products, we anticipate an increase in the
inventory of both raw materials and finished goods. This is due to the need to purchase and stock raw
materials to support the expanded capacity for Technical Grade production. Additionally, there will be a
higher inventory of finished goods, as part of the stock will be used for internal consumption while the
remainder will be kept for sale in the open market. As a result, we expect our inventory levels to rise,
reaching ₹904.10 million in Fiscal 2026 and ₹1,666.13 million in Fiscal 2027.
Simultaneously, we must ensure timely payments to suppliers to secure favorable pricing and an
uninterrupted raw material supply. Our trade payables have continuously been increasing from ₹935.34
million in Fiscal 2023 to ₹1,270.57 million in Fiscal 2024. As on Fiscal 2025, our trade payables
amounted to ₹1,587.60 million, primarily due to delays in payment processing caused by extended
realization periods from our customers. However, to secure bulk discounts and strengthen relationships
with key suppliers, we need to make advance payments or early settlements, which increases our short-
term working capital requirements. Our total trade payables are projected to increase to ₹1,564.79 million
and ₹2,358.22 million in Fiscal 2026 and Fiscal 2027 respectively, driven by upfront advance payments
or early settlements.
Given these factors, our overall working capital requirement has grown from ₹525.41 million in Fiscal
2023 to ₹684.26 million in Fiscal 2024 and ₹1,000.43 million in Fiscal 2025.With projected sales growth,
extended receivable cycles, increased inventory needs, higher procurement and quicker payment cycles,
our total working capital requirement is estimated to reach ₹2,150.29 million in Fiscal 2026, further
increasing to ₹3,067.64 million in Fiscal 2027.
Our Company plans to utilize the net proceeds from the issue amounting to ₹675.00 million in Fiscal
2026 and ₹675.00 million in Fiscal 2027 towards our working capital requirements. The Company plans
to fund the existing and estimated incremental working capital requirement through internal accruals,
borrowings from banks and Net Proceeds from Issue.
134Basis of estimation of working capital requirement
Existing Working Capital
The details of our Company’s working capital as on Fiscal 2025, Fiscal 2024, and Fiscal 2023, derived
from the audited financial information of our Company, and source of funding are provided in the table
below:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(Actual) (Actual) (Actual)
Current Assets
Inventories 876.08 488.98 388.14
Trade Receivables 1,630.71 1,431.52 1,044.83
Other Current Assets# 198.65 147.79 125.41
2,705.44
Total Current Assets (A) 2,068.29 1,558.38
Current Liabilities
Trade Payables 1,587.60 1,270.57 935.34
Other Current Liabilities and Provisions 117.41 113.46 97.63
Total Current Liabilities (B) 1,705.01 1,384.03 1,032.97
Total Working capital Requirement (A-B) 1,000.43 684.26 525.41
Funding Pattern
Short term borrowings from banks 638.01 275.16 176.26
Internal Accruals and Equity 362.42 409.10 349.15
# Other current assests include other current financial assest and other current assets.
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Estimated Working Capital Requirement
In light of the incremental business requirements, our Company requires additional working capital for
funding its working capital requirements in the Fiscals 2026 and 2027. On the basis of our existing
working capital requirements and the projected working capital requirements, our Board pursuant to its
resolution dated September 18, 2025 has approved the business plan for the Fiscals 2026 and 2027 and
the estimated funding of such working capital requirements as set forth below:
(₹ in million)
Particulars Estimated Fiscal 2026 Estimated Fiscal 2027
Current Assets
Inventories 904.10 1,666.13
Trade Receivables 2,607.98 3,524.51
Other Current Assets 234.48 270.91
Total Current Assets (A) 3,746.56 5,461.55
Current Liabilities
Trade Payables 1,564.79 2,358.22
Other Current Liabilities and Provisions 31.48 35.69
Total Current Liabilities (B) 1,596.27 2,393.91
Total Working Capital Requirement (A-B) 2,150.29 3,067.64
Funding Pattern
Short term borrowings from banks 638.01 638.01
Internal Accruals and Equity 837.28 1,079.63
Net Proceeds from Fresh Issue 675.00 1,350.00*
*The net proceeds from the fresh issue for the fiscal 2027 is the sum total of the estimated amount for the fiscal 2026 and fiscal 2027.
As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025 towards the working capital estimates
135and working capital projections, as approved by the Board of Directors of our Company pursuant to its resolution dated September
18, 2025
Assumptions for Holding Levels
Particulars Holding Holding Holding Level Holding Level Holding Level for Fiscal
Level for Level for for Fiscal 2025 for Fiscal 2026 2027
Fiscal Fiscal (Actual) (Estimated) (Estimated)
2023 2024
(Actual) (Actual)
Current
Assets
Inventories 31 35 50 51 50
Trade 78 99 111 122 120
Receivables
Other 8 11 13 12 10
Current
Assets
(excluding
cash)
Current
Liabilities
Trade 67 88 104 91 77
Payables
Other 8 8 8 4 1
Current
Liabilities
and
Provisions
As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025
Justification for “Holding Period” levels
The justifications for the holding levels mentioned in the table above are provided below:
Inventories In Fiscal 2023 and Fiscal 2024 our inventory days were 31 days and 35 days
respectively. In Fiscal 2025 the inventory holding period increased further to 50
days due to implementation of backward integration by focusing Manufacturing
Facility I on technical grade production.
Considering our Company’s strategy to build a new manufacturing facility in
Jaipur for Technical-grade manufacturing, we anticipate an increase in the
inventory of both raw materials and finished goods. This is due to the need to
purchase and stock raw materials to support the expanded capacity for Technical
Grade production. Additionally, there will be a higher inventory of finished goods,
as part of the stock will be used for internal consumption while the remainder will
be kept for sale in the open market. As a result, the inventory holding levels is
expected to increase to 51 days in Fiscal 2026 and 50 days for Fiscal 2027.
Trade In Fiscal 2023, our Company's trade receivable days were 78 days, which further
receivables increased to 99 days in Fiscal 2024 , primarily due to extended credit terms offered
to our customers to maintain competitiveness. In Fiscal 2025, the trade receivable
days further increased to 111 days as our Company shifted its focus towards selling
products only to B2B customers, which demands higher credit terms. With the
establishment of a new manufacturing facility and expected growth in penetration
among B2B customers, we anticipate the trade receivable days will rise to 122 days
in Fiscal 2026 and 120 days in Fiscal 2027.
Other Current Other Current Assets primarily include advances to vendors and balance with
Assets government authorities. For the Fiscal 2023, Fiscal 2024 and Fiscal 2025 and the
Company’s other current assets were 8, 11 and 13 days respectively. It is
anticipated at 12 and 10 days in Fiscal 2026 and 2027 respectively.
136Trade In Fiscal 2023, trade payable days were 67 days. As our Company had to increase
Payables trade receivable days to stay competitive, we faced challenges in processing
payments due to elongated realization from our customers. Thus in Fiscal 2024,
trade payables holding days increased to 88 days and further to 104 days in Fiscal
2025.
With the infusion of capital, the company plans to adopt quicker payment terms
with its suppliers, which will help secure materials on more favorable terms,
leading to benefits such as reduced prices and an expanded vendor base. As a
result, the company expects a reduction in trade payable days to 91 days in Fiscal
2026 and further to 77 days in Fiscal 2027.
Other Current Other Current Liabilities mainly include advances from customers and current tax
Liabilities and liabilities. For the Fiscal 2023, Fiscal 2024 and Fiscal 2025 and the Company’s
Provisions other current liabilities days were 8 days, 8 days and 8 days respectively. It is
anticipated to be at 4 days and 1 days in Fiscal 2026 and 2027 respectively.
Note:
1. Holding period level (in days) of Inventories was calculated by dividing average inventories by revenue from operations
multiplied by number of days in the period/year (365).
2. Holding period level (in days) of Trade Receivables was calculated by dividing average trade receivables by revenue from
operations multiplied by number of days in the period/year (365).
3. Holding period level (in days) of Other Current Assets (Total current asset less trade receivables, inventories, cash & bank
balances) and was calculated by dividing average other current assets by revenue from operations multiplied by number of
days in the period/year (365).
4. Holding period level (in days) of Trade Payables was calculated by dividing average trade payables by revenue from
operations multiplied by number of days in the period/year (365).
5. Holding period level (in days) of Other Current Liabilities (Total current liabilities less trade payables and short-term
borrowings) was calculated by dividing average other current liabilities by revenue from operations multiplied by number
of days in the period/year (365).
2. GENERAL CORPORATE PURPOSES
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹340.87 million towards
general corporate purposes, subject to such utilisation not exceeding 25% of the Gross Proceeds of the
Issue, in compliance with SEBI ICDR Regulations. Our Company intends to deploy the balance Net
Proceeds, if any, for general corporate purposes, subject to above mentioned limit, as may be approved
by our management, including but not restricted to, the following:
(a) strategic initiatives
(b) brand building and strengthening of marketing activities;
(c) capital expenditure
(d) ongoing general corporate exigencies
(e) any other purposes as approved by the Board subject to compliance with the necessary
regulatory provisions
The quantum of utilization of funds towards each of the above purposes will be determined by our Board
of Directors based on the permissible amount actually available under the head “General Corporate
Purposes” and the business requirements of our Company, from time to time. We, in accordance with
the policies of our Board, will have flexibility in utilizing the Net Proceeds for general corporate
purposes, as mentioned above.
Issue Related Expenses
The total expenses of the Issue are estimated to be approximately ₹237.55 million. The expenses of this
Issue include, among others, underwriting and management fees, printing and distribution expense,
advertisement expenses, legal fees and listing fees. The estimated Issue expenses are as under:
Expenses* Estimated As a % of the total As a % of the
expenses1(₹ in estimated Issue total Gross Issue
million ) expenses1 Proceeds1
Fees payable to BRLM 184.22 77.55% 9.55%
(including underwriting
137Expenses* Estimated As a % of the total As a % of the
expenses1(₹ in estimated Issue total Gross Issue
million ) expenses1 Proceeds1
commissions and selling
commission) and Fees payable
to the Legal Advisors to the
Issue
Advertising and marketing 12.76 5.37% 0.66%
expenses
Fees to the Registrar to the Issue 0.89 0.37% 0.05%
Fees payable to the Regulators 9.34 3.93% 0.48%
including stock exchanges
Printing and distribution of 0.83 0.35% 0.04%
Issue stationary
Brokerage, Selling commission 15.10 6.36% 0.78%
and Uploading/Processing
Fees(2)(5)(3)(4)
Others (industry 14.41 6.07% 0.75%
report,monitoring agency,
auditor’s fees, ROC fees and
other professional fees etc.)
Total Estimated Issue 237.55 100.00% 12.32%
Expenses
(1) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders, Non-Institutional Bidders and Eligible
Employees, which are directly procured by the SCSBs, would be as follows:
Portion for Retail Individual Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees 0.30% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price
No uploading/processing fees shall be payable by our Company to the SCSBs on the Bid cum Applications Forms 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.
(2) Processing fees payable to the SCSBs on the portion for Retail Individual Bidders, and Non-Institutional Bidders and Eligible
Employees (excluding UPI Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/
CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIB, Non-Institutional Bidders and Eligible ₹ 10 per valid application (plus applicable taxes)
Employees
Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹ 0.50 million (plus
applicable taxes) and in case if the total processing fees exceeds ₹ 0.50 million (plus applicable taxes) then processing fees will be
paid on pro-rata basis for portion of (i) Retail Individual Bidders (ii) Non-Institutional Bidders, (iii) Eligible Employees, as
applicable
(3) Selling Commission on portion for Retail Individual Bidders (up to ₹ 2,00,000) and Non-Institutional Bidders and Eligible
Employees which are procured by Members of the Syndicate (including their sub-Syndicate Members), RTAs, CRTAs and CDPs
or for using 3- in-1 type accounts - linked online trading, demat and bank account provided by some of the Registered Brokers
which are Members of the Syndicate (including their Sub-Syndicate Members) would be as follows:
Portion for Retail Individual Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.30% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees* 0.30% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
(i) for Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees (up to ₹0.5 million), 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, and;
(ii) for Non-Institutional Bidders (above ₹0.5 million), Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code of the
application form submitted to SCSBs for Blocking of the Fund and uploading on the Exchanges platform by SCSBs. For
138clarification, 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 Syndicate / Sub Syndicate members and not the SCSB.
The selling commission and bidding charges payable to Registered Brokers, the RTAs, CRTAs and CDPs will be determined on
the basis of the bidding terminal ID as captured in the bid book of BSE or NSE
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and
Cash Escrow and Sponsor Bank Agreement.
(4) Uploading charges payable to Members of the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs on the
applications made by, RIBs, Eligible Employees using 3-in-1 accounts Non-Institutional Bidders and which are procured by them
and submitted to SCSB for blocking or using 3-in- 1 accounts, would be ₹10/- plus applicable taxes, per valid application bid by
the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs
Notwithstanding anything contained above the total uploading charges/Bidding charges payable under this clause will not exceed
₹ 0.50 million (plus applicable taxes) and in case if the total uploading charges exceeds ₹ 0.50 million (plus applicable taxes) then
uploading charge/bidding charges will be paid on pro-rata basis.
(5) Selling Commission/Bidding charges payable to the Registered Brokers on the portion for, RIBs, Non-Institutional Bidders and
Eligible Employees which are directly procured by the Registered Brokers and submitted to SCSB for processing/ blocking, would
be as follows:
Portion for Retail Individual Bidders* ₹ 10/- per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ 10/- per valid application (plus applicable taxes)
Portion for Eligible Employees* ₹ 10/- per valid application (plus applicable taxes)
* Based on valid applications
Notwithstanding anything contained above the total uploading charges/Bidding charges payable under this clause will not exceed
₹ 0.20 million (plus applicable taxes) and in case if the total uploading charges exceeds ₹ 0.20 million (plus applicable taxes) then
uploading charge/bidding charges will be paid on pro-rata basis.
(6) The processing fees for applications made by Retail Individual Bidders and Non Institutional Investors using the UPI
Mechanism would be as follows:
Members of the Syndicate / RTAs / CDPs (uploading charges) ₹ 10 per valid application (plus applicable taxes) #
Sponsor bank – Axis Bank Limited Upto 4,50,000 valid UPI Applications ₹ Nil per valid Bid cum
Application Form* (plus applicable taxes)
Above 4,50,000 valid UPI Applications ₹ 6.50 per valid
Application Form (plus applicable taxes)
The Sponsor bank shall be responsible for making payments
to the third parties such as remitter company, NPCI and such
other parties as required in connection with the performance
of its duties under applicable SEBI circulars, agreements and
other Applicable Laws
Sponsor bank – HDFC Bank Limited Upto 4,00,000 valid UPI Applications ₹ Nil per valid Bid cum
Application Form* (plus applicable taxes)
Above 4,00,000 valid UPI Applications ₹ 6.50 per valid
Application Form (plus applicable taxes)
The Sponsor bank shall be responsible for making payments
to the third parties such as remitter company, NPCI and such
other parties as required in connection with the performance
of its duties under applicable SEBI circulars, agreements and
other Applicable Laws
*For each valid application by respective Sponsor Bank
#Notwithstanding anything contained above in this clause the total Uploading charges/ Processing fees for applications made by,
RIBs (up to ₹ 200,000), Non-Institutional Bidders and Eligible Employees (for an amount more than ₹ 200,000 and up to ₹ 500,000)
using the UPI Mechanism would not exceed ₹0.50 million (plus applicable taxes) and in case if the total uploading charges/
processing fees exceeds ₹ 0.50 million (plus applicable taxes) then uploading charges/ processing fees using UPI Mechanism will
be paid on pro-rata basis (plus applicable taxes).
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 (opening on or after September 1, 2022) shall be processed only after application monies are blocked in
the bank accounts of investors (all categories). Accordingly, Syndicate / Sub-Syndicate Member shall not be able to accept Bid
cum Application Form above ₹500,000 and the same Bid cum Application Form need to be submitted to SCSB for blocking of the
fund and uploading on the exchange bidding platform. To identify bids submitted by Syndicate / Sub-Syndicate Member to SCSB a
special Bid cum Application Form with a heading / watermark “Syndicate ASBA” may be used by Syndicate / Sub-Syndicate
Member along with SM code & Broker code mentioned on the Bid cum Application Form to be eligible for brokerage on Allotment.
However, such special forms, if used for RIB Bids and NIB Bids up to ₹500,000 will not be eligible for brokerage. 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/CIR/P/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 such payment
of processing fees to the SCSBs shall be made in compliance with 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.
139Bridge Financing Facilities
We have not raised any bridge loans from any bank or financial institution as on the date of this
Prospectus, which are proposed to be repaid from the Net Proceeds.
Interim Use of Funds
Pending utilization of the Net Proceeds for the Objects of the Issue described above, our Company shall
deposit the funds only in one or more Scheduled Commercial Banks included in the Second Schedule of
Reserve Bank of India Act, 1934, as amended. In accordance with Section 27 of the Companies Act,
2013, our Company confirms that, pending utilisation of the Net Proceeds of the Issue as described above,
it shall not use the funds from the Net Proceeds for buying, trading or otherwise dealing in shares of any
other listed company or for any investment in the equity markets as per the Companies Act, 2013 and
other applicable laws.
Monitoring Utilization of Funds
Our Company has appointed CARE Ratings Limited as the monitoring agency in accordance with
Regulation 41 of the SEBI ICDR Regulations. Our Company undertakes to place the report received
under Regulation 41(2) of the ICDR Regulations of the monitoring agency on receipt before the Audit
Committee without any delay will monitor the utilisation of the Net Proceeds, and submit the report
required under Regulation 41(2) of the SEBI ICDR Regulations.
Our Company will disclose the utilization of the Net Proceeds including interim use, under a separate
head in the balance sheet, specifying the details, if any, in relation to all proceeds of the Issue that have
been utilised. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if
any, in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilised
Net Proceeds. Our Company will also indicate investments, if any, of the unutilized proceeds of the Issue
in our balance sheet for the relevant Fiscals subsequent to receipt of listing and trading approvals from
the Stock Exchanges.
Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis,
disclose to the Audit Committee the uses and applications of the Net Proceeds. On an annual basis, our
Company shall prepare a statement of funds utilised for purposes other than those stated in this
Prospectus and place it before the Audit Committee and make other disclosures as may be required until
such time as the Net Proceeds remain unutilised. Such disclosure shall be made only until such time that
all the Net Proceeds have been utilised in full.
The statement shall be certified by the statutory auditor of our Company. Furthermore, 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 Issue from the Objects; and (ii) details of category wise variations in the actual
utilisation of the proceeds of the Issue from the objects of the Issue as stated above. This information
will also be published in newspapers simultaneously with the interim or annual financial results and
explanation for such variation (if any) will be included in our Director’s report, after placing the same
before the Audit Committee.
Variation in Objects
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our
Company shall not vary the Objects of the Issue without our Company being authorized to do so by the
Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution (the “Postal Ballot Notice”) shall specify
the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice
shall simultaneously be published in the newspapers, one in English and one in the vernacular language
of the jurisdiction where the Registered Office is situated. Our Promoters will be required to provide an
exit opportunity to such Shareholders who do not agree to the proposal to vary the Objects, subject to the
provisions of the Companies Act, 2013 and in accordance with such terms and conditions, including in
140respect of pricing of the Equity Shares, in accordance with our Articles of Association, the Companies
Act, 2013 and SEBI Regulations.
Appraising agency
None of the objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised
by any bank/ financial institution/any other agency.
Other Confirmations
No part of the Net Proceeds will be paid by our Company as consideration to our Promoters, Promoter
Group, our Subsidiary, our Directors, our Key Management Personnel, our Senior Management
Personnel or our Group Company, either directly or indirectly. Further, except in the ordinary course of
business, there is no existing or anticipated interest of such individuals and entities in the objects of the
Fresh Issue, except as set out above.
141BASIS FOR THE ISSUE PRICE
The Issue Price will be determined by our Company, in consultation with the BRLM, on the basis of assessment
of market demand for the Equity Shares issued through the Book Building Process and on the basis of qualitative
and quantitative factors as described below. The face value of the Equity Shares is ₹10 each and the Issue Price is
9.5 times the face value at the lower end of the Price Band and 10 times the face value at the higher end of the
Price Band.
Investors should also refer to “Risk Factors”, “Our Business” and “Financial Information” on pages 36, 216
and 296, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for the Issue Price are:
• We have an established, integrated manufacturing setup at Jaipur, Rajasthan, India which gives us access
to key agricultural belt states in India.
• We are a B2B agrochemical company engaged in the manufacturing of a diverse range of agrochemical
products that support the entire crop lifecycle. Our product portfolio includes insecticides, herbicides,
fungicides, plant growth regulators and other products such as micro-nutrient fertilizers and bio
fertilizers.
• We have established strong customer relations in the course of over 23 years of operating experience.
• We are driven by a qualified and dedicated management team, which is led by our Board of Directors.
Our Promoters Om Prakash Choudhary and Kedar Choudhary have been associated with the Company
since the year 2005 and 2016 respectively and have played a significant role in the development of our
business.
• We have demonstrated consistent growth in terms of revenues and profitability. Onwards year 2008, we
have demonstrated consistent growth in terms of revenues and profitability. Our revenue from operations
has grown from ₹26.37 million in Fiscal 2008 to ₹5,022.60 million in Fiscal 2025 registering a CAGR
of 36.18% in the last 17 years.
For further information, please see “Our Business-Our Key Strengths” on page 221.
Quantitative Factors
Some of the information presented in this chapter is derived from the Restated Financial Information. For further
information, please see “Restated Financial Information” on page 296.
Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
1. Basic and Diluted Earnings per Share(“EPS”)
Fiscal ended Basic and Diluted EPS (₹) Weight
Fiscal 2025 5.70 3
Fiscal 2024 5.50 2
Fiscal 2023 3.30 1
Weighted Average 5.23
As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
Notes:
a. Basic EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by weighted average no. of
equity shares outstanding during the fiscal.
b. Diluted EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by weighted average no.
of diluted equity shares outstanding during the fiscal.
c. Weighted average is aggregate of fiscal-wise weighted EPS divided by the aggregate of weights i.e. {(EPS x Weight) for
each fiscal} / {Total of weights}.
d. The basic and diluted earnings per share for the Equity Shares of our Company has been presented to reflect the adjustments
as per Ind AS 33.
The above statement should be read in conjunction with Significant Accounting Policies and Notes to
Restated Financial Information of “Restated Financial Information” on page 296.
1422. Price Earnings Ratio (“P/E”) in relation to the Price Band of ₹95 to ₹100 per share of 10 each
Particulars P/E at the lower end of the P/E at the higher end of the
Price Band (no. of times) Price Band (no. of times)
Based on Basic EPS for Fiscal 2025 16.66 17.54
Based on Diluted EPS for Fiscal 2025 16.66 17.54
Particulars Industry P/E
Highest 34.60
Lowest 16.99
Industry Average 25.79
Source: The industry high and low has been considered from the industry peer set provided later in this section. The industry
average has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section.
As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
3. Return on Net Worth (RoNW)
Fiscal ended RoNW(%) Weight
Fiscal 2025 29.11 3
Fiscal 2024 39.30 2
Fiscal 2023 34.46 1
Weighted Average 33.40
As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
Notes:
a. Return on Net Worth (%) = Net Profit after tax attributable to owner of the company, as restated for the end of the
fiscal/period divided by Average Net worth as at the end of the fiscal.
b. Average net worth means the average of the net worth of current and previous fiscal/period. Net worth means the aggregate
value of the paid-up share capital and other equity.
c. Weighted average is aggregate of fiscal-wise weighted RoNW divided by the aggregate of weights i.e. {(RoNW x Weight)
for each fiscal/period} / {Total of weights).
4. Net Asset Value (“NAV”)
Net Asset Value per equity share (₹)
Fiscal 2025 22.42
After the completion of the Issue:
a) At Floor Price 44.19
b) At Cap price 45.69
Issue Price 45.69
As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
Notes:
a. Net Asset Value per equity share represents net worth attributable to Equity Shareholder (Equity Share capital together with
other equity as per Restated Financial Information) as at the end of the fiscal/period divided by the weighted average number
of Equity Shares outstanding at the end of the fiscal.
b. The weighted average number of equity shares has been presented to reflect the adjustments as per Ind AS 33.
5. Comparison with Listed Industry Peers
Name of the Revenue from Face Value P/E EPS EPS RoNW NAV per
Company Operations (₹ per equity (Basic) (Diluted) (₹) (%) equity share
in million) share (₹) (₹) (₹)
Advance Agrolife
5,022.60 10 17.54 5.70 5.70 29.11 22.42
Limited
Listed Peers
Dharmaj Crop
9,510.44 10 34.60 10.68 10.3 9.24% 116.70
Guard Limited
Insecticides India
19,999.50 10 16.99 48.38 48.38 13.55% 372.74
Limited
Heranba Industries
14,097.30 10 - 0.77 0.77 0.37% 210.15
Limited
PI Industries
79,778.00 10 34.29 109.44 109.22 17.58% 668.22
Limited
143Name of the Revenue from Face Value P/E EPS EPS RoNW NAV per
Company Operations (₹ per equity (Basic) (Diluted) (₹) (%) equity share
in million) share (₹) (₹) (₹)
Sharda Cropchem
43,198.53 10 30.33 33.74 33.74 12.85% 277.21
Limited
Source: All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise
available only on standalone basis) and is sourced from the annual reports as available of the respective company for Fiscal 2025
submitted to stock exchanges and prospectus available on public domain. The financial information of our Company is based on
the restated financial information for the Fiscal 2025.
Notes:
a. P/E Ratio has been computed based on the closing market price of equity shares on NSE on September 02, 2025, divided by
the Basic EPS.
b. Return on Net Worth (%) = Net Profit after tax attributable to owner of the company, as restated for the end of the fiscal/
period divided by Average Net worth as at the end of the fiscal.
c. Average net worth means the average of the net worth of current and previous fiscal/period. Net worth means the aggregate
value of the paid-up share capital and other equity.
d. Net Asset Value per share = Net Worth at the end of the fiscal/period divided by weighted average no. of equity shares
outstanding during the fiscal.
e. The basic and diluted earnings per share for the Equity Shares of our Company has been presented to reflect the adjustments
as per Ind AS 33.
6. 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 Issue Price. The key financial and operational metrics set forth below, have been approved
and verified by the Audit Committee pursuant to its resolution dated September 18, 2025. Further, the
Audit Committee has on September 18, 2025 taken on record that other than the key financial and
operational metrics set out below, our Company has not disclosed any other key performance indicators
during the three years preceding this Prospectus with its investors. 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 our Company’s listed peers, and
other relevant and material KPIs of the business of our Company that have a bearing for arriving at the
Basis for Issue Price have been disclosed below. Additionally, the KPIs have been certified by way of
certificate dated September 18, 2025 issued by Statutory Auditors who hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of India.
The Bidders can refer to the below-mentioned KPIs, being a combination of financial and operational
KPIs, to make an assessment of our Company’s performances and make an informed decision.
A list of our KPIs for the Fiscals 2025, 2024 and 2023 is set out below:
(₹ in million, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) 5,022.60 4,558.99 3,978.06
EBITDA(2) 482.45 402.11 252.23
EBITDA Margin(3) (in %) 9.61% 8.82 6.34
Net Profit after tax (4) 256.38 247.32 148.68
Net Profit Margin(5) (in %) 5.10% 5.42 3.74
Return on Net Worth(6) (in %) 29.11% 39.30 34.46
Return on Capital Employed(7) (in %) 27.02% 37.62 34.38
Debt-Equity Ratio(8) 0.80 0.60 0.50
Days Working Capital(9) 74 55 48
As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025
Notes:
(1) Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by
obtaining the profit/ (loss) before exceptional items and tax for the fiscal/period and adding back finance costs, depreciation,
and amortization expense.
(3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
(4) Net Profit after tax represents the restated profits of our Company after deducting all expenses.
(5) Net Profit margin is calculated as restated net profit after tax for the fiscal divided by revenue from operations.
(6) Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of
the fiscal divided by Average Net worth as at the end of the fiscal. Average net worth means the average of the net worth of
144current and previous fiscal/period. Net worth means the aggregate value of the paid-up share capital and other equity.
(7) Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed. Average
capital employed is calculated as average of the total equity, including non-controlling interest, total debt (including
borrowings and lease liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and previous fiscal.
(8) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term
borrowings, including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity
and non-controlling interest.
(9) Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents and bank
balances less current liabilities excluding short term borrowings and current lease liabilities) by revenue from operations
multiplied by the number of days in the fiscal (365).
Explanation for the Key Performance Indicators:
KPIs Explanations
Revenue from Operations Revenue from Operations is used by our management to track the revenue profile
(₹ in million) of our business and in turn helps assess the overall financial performance of our
Company and size of our business.
EBITDA (₹ in million) EBITDA provides information regarding the operational efficiency of our
business.
EBITDA Margin (in %) EBITDA Margin is an indicator of the operational profitability and financial
performance of our business.
Net Profit after tax (₹ in Net Profit after tax provides information regarding the overall profitability of our
million) business.
Net Profit Margin (in %) Net Profit Margin is an indicator of the overall profitability and financial
performance of our business.
Return on Net Worth (in Return on Net Worth provides how efficiently our Company generates profits
%) from shareholders’ funds.
Return on Capital Return on Capital Employed provides how efficiently our Company generates
Employed (in %) earnings from the capital employed in our business.
Debt-Equity Ratio (in Debt-Equity ratio is a gearing ratio which compares shareholder’s equity to
times) company debt to assess our company’s amount of leverage and financial stability.
Days Working Capital Days working capital is a metric that measures how many days it takes our
company to transform its working capital into sales cash flows.
The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics,
in ‘Our Business’ and “Management Discussion and Analysis of Financial Condition Results of Operations”
on pages 216 and 350, respectively. All such KPIs have been defined consistently and precisely in ‘Definitions
and Abbreviations’ on page 1.
Our Company shall continue to disclose the KPIs disclosed hereinabove in this section on a periodic basis, at least
once in a year (or for any lesser period as determined by the Board of our Company), for a duration of one year
after the date of listing of the Equity Shares, or until the utilization of Issue Proceeds, whichever is later, on the
Stock Exchanges pursuant to the Issue, or for such other period as may be required under the SEBI ICDR
Regulations.
145Comparison of our key performance indicators with listed industry peers for the fiscal/period included in the Restated Financial Information:
(₹ in million, unless stated otherwise)
Advance Agrolife Limited Dharmaj Crop Guard Limited Insecticides India Limited Heranba Industries Limited PI Industries Limited Sharda Cropchem Limited
Particulars Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
Revenue from
5,022.60 4,558.99 3,978.06 9,510.44 6,541.03 5,242.97 19,999.50 19,663.86 18,013.29 14,097.30 12,570.70 13,188.20 79,778.00 76,658.00 64,920.00 43,198.53 31,630.25 40,451.57
Operations(1)
EBITDA(2) 482.45 402.11 252.23 769.27 663.69 456.35 2,282.13 1,717.20 1,231.50 1,055.00 907.00 1,682.50 25,232.00 22,224.00 17,011.00 6,551.09 3,426.22 6,833.72
EBITDA
Margin(3) (in 9.61% 8.82% 6.34% 8.09% 10.15% 8.70% 11.41% 8.73% 6.84% 7.48% 7.22% 12.76% 31.63% 28.99% 26.20% 15.17% 10.83% 16.89%
%)
Net Profit after
256.38 247.32 148.68 348.25 443.76 268.60 1,420.19 1,020.75 632.11 22.60 345.00 1,043.70 16,602.00 16,815.00 12,295.00 3,044.18 319.06 3,419.83
tax (4)
Net Profit
Margin(5) (in 5.10% 5.42% 3.74% 3.66% 6.78% 5.12% 7.10% 5.19% 3.51% 0.16% 2.74% 7.91% 20.81% 21.94% 18.94% 7.05% 1.01% 8.45%
%)
Return on Net
Worth(6) (in 29.11% 39.30% 34.46% 9.24% 13.16% 13.43% 13.55% 10.58% 7.07% 0.37% 4.14% 12.88% 17.58% 21.11% 18.46% 12.85% 1.43% 16.50%
%)
Return on
Capital
27.02% 37.62% 34.38% 11.90% 14.58% 16.68% 17.29% 12.94% 9.56% 4.48% 6.81% 17.14% 22.54% 23.69% 21.39% 15.01% 3.17% 19.54%
Employed(7)
(in %)
Debt-Equity
0.80 0.60 0.50 0.29 0.31 0.17 0.10 0.09 0.18 0.41 0.19 0.11 0.02 0.02 0.01 0.00 0.01 0.00
Ratio(8)
Days Working
74 55 48 73 84 69 122 108 124 48 50 66 117 110 129 113 138 97
Capital(9)
As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025.
Notes:
Source: All the information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from their respective annual reports and prospectus available on public domain.
The ratios have been computed as per the following definitions. The ratios have been computed as per the following definitions.
(1) Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit/ (loss) before exceptional items and tax for the fiscal/period and adding back finance costs, depreciation,
and amortization expense.
(3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
(4) Net Profit after tax represents the restated profits of our Company after deducting all expenses.
(5) Net Profit margin is calculated as restated net profit after tax for the fiscal/period divided by revenue from operations.
(6) Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of the fiscal/period divided by Average Net worth as at the end of the fiscal/period. Average net worth means the average
of the net worth of current and previous fiscal/period. Net worth means the aggregate value of the paid-up share capital and other equity.
(7) Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed. Average capital employed is calculated as average of the total equity, including non-controlling interest, total debt (including
146borrowings and lease liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and previous fiscal/period.
(8) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings, including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity and
non-controlling interest.
(9) Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents and bank balances less current liabilities excluding short term borrowings and current lease liabilities) by revenue from
operations multiplied by the number of days in the fiscal/period (365).
147Weighted average cost of acquisition (“WACA”)
7. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities)
The details of the Equity Shares, excluding shares issued under ESOP and issuance of bonus shares,
during the eighteen (18) months preceding the date of this Prospectus, where such issuance is equal to or
more that 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-
Issue capital before such transaction(s) and excluding ESOPs granted but not vested), in a single
transaction or multiple transactions combined together over a span of rolling thirty (30) days (“Primary
Issuance”) are as follows:
NIL
8. The price per share of our Company based on secondary sale/ acquisitions of shares (equity /
convertible securities)
The details of secondary sale / acquisitions of Equity Shares or any convertible securities
(“Security(ies)”), where the Promoter, members of the Promoter Group, or Shareholder(s) having the
right to nominate director(s) in the Board of Directors of our Company are a party to the transaction
(excluding gifts), during the eighteen (18) months preceding the date of this Prospectus, where either
acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of our Company
(calculated based on the pre-Issue capital before such transaction/s and excluding employee stock options
granted but not vested), in a single transaction or multiple transactions combined together over a span of
rolling thirty (30) days are as follows:
NIL
9. Weighted average cost of acquisition, floor price and cap price
Type of Transactions WACA Floor Cap Price (₹
(in ₹) Price (₹ 100)*
95) *
Weighted average cost of acquisition for last 18 months for Nil^ Nil Nil
primary / new issue of shares (equity/ convertible securities),
excluding shares issued under ESOP 2018 and issuance of bonus
shares, during the 18 months preceding the date of this certificate,
where such issuance is equal to or more than five per cent of the
fully diluted paid-up share capital of our Company (calculated
based on the pre-issue capital before such transaction/s and
excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together
over a span of rolling 30 days
Weighted average cost of acquisition for last 18 months for Nil Nil Nil
secondary sale / acquisition of shares equity/convertible
securities), where our Promoters or Promoter Group entities or or
shareholder(s) having the right to nominate director(s) in our
Board are a party to the transaction (excluding gifts), during the
18 months preceding the date of this certificate, where either
acquisition or sale is equal to or more than five per cent of the
fully diluted paid-up share capital of our Company (calculated
based on the pre-issue capital before such transaction/s and
excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together
over a span of rolling 30 days
^There were no primary/new issue of shares (equity/convertible securities) transactions in last eighteen (18) months excluding
issuance of bonus shares prior to the date of this Prospectus.
*As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
14810. Explanation for Issue Price / Cap Price being ₹100 and weighted average cost of acquisition of primary
issuance price / secondary transaction price of Equity Shares of face value of ₹10 (set out above) along
with our Company’s key performance indicators and financial ratios for the Fiscals 2025, 2024 and
2023 in view of the external factors which may have influenced the pricing of the Issue:
• We are an agrochemical company with diversified product portfolio across crop protection, engaged in
the manufacturing of both technical and formulation products, including insecticides, herbicides,
fungicides, plant growth regulators, micronutrients and bio-fertilizers, with a portfolio of over 410
registered products as of March 31, 2025.
• We operate three integrated manufacturing facilities located at Bagru, Jaipur, Rajasthan, with an
aggregate installed capacity of ~89,900 MTPA as of March 31, 2025, covering technical grade, sulphur-
based formulations and pesticide formulations, all of which are ISO 9001:2015 and ISO 14001:2015
certified.
• We hold 410 valid product registrations in India, comprising 380 formulation grade products and 30
technical grade products, and are in the process of seeking further registrations to expand our portfolio.
• Our client base is supported by a wide network of institutional and regional distributors across 19 states
and 2 union territories in India, and we also export to seven countries including UAE, Bangladesh, China
(including Hong Kong), Turkey, Egypt, Kenya and Nepal, while continuing to explore new international
markets.
• We have demonstrated strong growth with revenue from operations increasing from ₹3,978.06 crore in
FY 2023 to ₹5,022.60 million in FY 2025, and PAT growing from ₹148.68 million to ₹256.38 million
in the same period, reflecting a CAGR of ~12.35% in revenue and ~31.32% in profitability.
The Issue Price of ₹100 per equity share has been determined by our Company, in consultation with the BRLM,
on the basis of the demand from investors for the Equity Shares issued through the Book-Building Process. Our
Company, in consultation with the BRLM, is justified of the Issue Price in view of the above qualitative and
quantitative parameters. Investors should read the abovementioned information along with “Risk Factors”, “Our
Business” and “Financial Information” on pages 36, 216 and 296, respectively to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the section titled “Risk
Factors” on page 36 or any other factors that may arise in the future and you may lose all or part of your
investments.
149STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
To,
The Board of Directors,
Advance Agrolife Limited
E-39, RIICO Industrial Area Ext. Bagru
Jaipur – 303007
Rajasthan, India.
Re: Proposed initial public offering of equity shares of face value of Rs. 10 each (“Equity Shares” and such
initial public offer, an “IPO” or “Issue”) of Advance Agrolife Limited (the “Company”).
In connection with the Issue, we, S K Patodia & Associates LLP, Statutory Auditors of the Company, have been
requested by the management of the Company to verify the statement of possible special tax benefits available to
the Company and its shareholders under the Income Tax Act, 1961 (read with Income Tax Rules, circulars,
notifications) as amended by the Finance Act, 2024, hereinafter referred to as the “Indian Income Tax
Regulations” presented in Annexure 1 and under the Central Goods and Services Tax Act, 2017, the Integrated
Goods and Services Tax Act, 2017 and the applicable state-wise/union territory-wise goods and service tax
legislations (“GST Acts”), the Customs Act, 1962, the Customs Tariff Act, 1975 (both together, with the GST
Acts, the “Indian Indirect Tax Regulations”) as amended from time to time, as amended by the Finance (No.
2) Act 2024 and The Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy
2023 (collectively referred as “Indirect Tax Regulations”) read with Rules, Circulars and Notifications.as
presented in Annexure 2 (together the “Annexures”).
Management’s Responsibility
The preparation of the Statement as of the date of our certificate which is to be included in the Red Herring
Prospectus and Prospectus for the Issue is the responsibility of the management of the Company. The
management’s responsibility includes designing, implementing and maintaining internal control relevant to the
preparation and presentation of the Statement, and applying an appropriate basis of preparation; and making
estimates that are reasonable in the circumstances. The management is also responsible for identifying and
ensuring that the Company complies with the laws and regulations applicable to its activities.
We have performed the following procedures in this regard:
We have reviewed the enclosed Annexures 1 and 2 (together, the “Annexures”), prepared by the Company and
initialed us for identification purposes, which provides the possible special tax benefits available to the Company
and to the shareholders of the Company as stated in those annexures, as under.
• Indian Income Tax Regulations, applicable for the financial year 24-25 relevant to the assessment year
2025-26, presently in force in India; and
• Indian Indirect Tax Regulations, applicable for the financial year 24-25 relevant to the assessment year
2025-26, presently in force in India.
Several of these stated tax benefits/consequences are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant tax laws. Therefore, the ability of the Company or its shareholders to
derive the tax benefits is dependent on fulfilling such conditions.
The benefits discussed in the enclosed Annexures are not exhaustive. In view of the individual nature of the tax
consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with
respect to the specific tax implications arising out of their participation in the Issue. Neither are we suggesting nor
advising the investor to invest money based on this statement. These statements do not cover any general tax
benefits available to the Company and its shareholders and is neither designed nor intended to be a substitute for
professional tax advice.
Further, we give no assurance that the revenue authorities / courts will concur with our views expressed herein.
Our views are based on the existing provisions of Indian Income Tax Regulations and its interpretation and Indian
Indirect Tax Regulations, which are subject to change from time to time. We do not assume responsibility to
150update the views consequent to such changes.
We shall not be liable to the Company for any claims, liabilities or expenses arising from facts and disclosure in
statement of tax benefits determined to have resulted primarily from bad faith or intentional misrepresentation.
We will not be liable to any other person in respect of the Statement.
We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these benefits in future; or
ii) the conditions prescribed for availing the benefits have been/would be met with; or.
iii) The revenue authorities/courts will concur with the views expressed herein.
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.
This certificate, including Annexure 1 and 2 herein, is for your information and for inclusion in the Red Herring
Prospectus, Prospectus and any other material used in connection with the Issue (together the “Offer
Documents”) with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock
Exchange of India Limited (collectively, the “Stock Exchanges”) and subsequently the Red Herring Prospectus
and the Prospectus with the Registrar of Companies, Rajasthan at Jaipur (“RoC”), in accordance with the
provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations") may be prepared in connection with the Issue.
The aforesaid information contained herein and in Annexure 1 and 2 may be relied upon by the Book Running
Lead Manager and legal counsels appointed pursuant to the Issue and may be submitted to the stock exchanges,
the Securities and Exchange Board of India, and any other regulatory or statutory authority in respect of the Issue
and for the records to be maintained by the Book Running Lead Manager.
We hereby confirm that while providing this certificate we have complied with the Code of Ethics and the
Standard on Quality Control (SQC)1, Quality Control for Firms that Perform Audits and Reviews of Historical
Financial Information, and Other Assurance and Related Services Engagements, issued by the Institute of
Chartered Accountants of India. We have conducted our examination in accordance with the ‘Guidance Note on
Reports or Certificates for Special Purposes’ (Revised 2016) issued by the ICAI which requires that we comply
with ethical requirements of the Code of Ethics issued by the ICAI.
This certificate is issued for the sole purpose of the Issue, and can be used, in full or part, for inclusion in the Red
Herring Prospectus, Prospectus and any other material used in connection with the Issue (together the “Offer
Documents”), and for the submission of this certificate as may be necessary, to any regulatory / statutory authority,
stock exchanges, Registrar of Companies, Rajasthan at Jaipur, any other authority as may be required and/or for
the records to be maintained by the BRLM and for the purpose of any due-diligence defense the BRLM may wish
to advance in any claim or proceeding in connection with the Issue.
We confirm that the information above is true, fair, correct, accurate and there are no untrue statement or omission
which would render the content of this certificate misleading in its form or its context.
This certificate may be relied on by the Company, BRLM and legal counsel to the company.
We undertake to update you in writing of any changes in the abovementioned position if asked, on obtaining or
becoming aware of any relevant information, until the date the Equity Shares issued pursuant to the Issue
commence trading on the stock exchanges. In the absence of any communication from us till the Equity Shares
commence trading on the stock exchanges, the above information should be considered as updated information.
All capitalized terms used herein, unless otherwise specifically defined, shall have the same meaning as ascribed
to them in the Offer Documents.
Our certificate is made solely to the Company's management and BRLM for the purpose as set forth in the first
paragraph of this report and for your information and is not to be used for any other purpose or to be distributed
151to any other parties. This certificate relates only to the items specified above and does not extend to any financial
statements of the Company, taken as a whole. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company, the BRLM, and the Company's members as a body, for our
work, for this certification.
Yours faithfully,
For S K Patodia & Associates LLP
Chartered Accountants
Firm Registration No.: 112723W/W100962
Vikas Tambi
Partner
Membership No.: 408970
Place: Jaipur
Date: September 18, 2025
UDIN: 25408970BMLBJG2336
152ANNEXURE 1
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE ADVANCE
AGROLIFE LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER INDIAN INCOME
TAX REGULATIONS
UNDER THE INCOME TAX ACT, 1961
A. Special tax benefits available to the Company:
• Lower Corporate Tax rate under Section 115BAA
A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) granting an option to domestic companies to compute corporate tax at a reduced
rate of 25.17% (22% plus surcharge of 10% and cess of 4%) from the Fiscal year 2019-20, provided such
companies do not avail specified exemptions/incentives (e.g. deduction under Section 10AA, 32(1) (iia),
33ABA, 35(2AB), Chapter VI-A other than Section 80JJAA and 80M, etc.) The Amendment Act, 2019
also provides that domestic companies availing such option will not be required to pay Minimum
Alternate Tax (“MAT”) under Section 115JB. The CBDT has further issued Circular 29/2019 dated
October 02,2019 clarifying that since the MAT provisions under Section 115JB itself would not apply
where a domestic company exercises option of lower tax rate under Section 115BAA, MAT credit would
not be available. Corresponding amendment has been inserted under Section 115JAA dealing with MAT
credit.
The company has exercised the above option in the financial year 2019-20.
B. Special tax benefits available to the Shareholders
There are no special direct tax benefits available to the shareholders for investing in the shares of the
Company.
With respect to a Resident Corporate Shareholder, a new section 80M is inserted in the Finance Act,
2020, to remove the cascading effect of taxes on inter-corporate dividends during financial year 2020-21
and thereafter. The section provides that where the gross total income of a domestic company in any
previous year includes any income by way of dividends from any other Domestic Company or a Foreign
Company or a Business Trust, there shall, in accordance with and subject to the provisions of this section,
be allowed in computing the total income of such domestic company, a deduction of an amount equal to
so much of the amount of income by way of dividends received from such other Domestic Company or
Foreign Company or Business Trust as does not exceed the amount of dividend distributed by it on or
before the due date. The “due date” means the date one month prior to the date for furnishing the return
of income under sub-section (1) of section 139.
NOTES:
1. The above is as per the existing tax laws, for the assessment Year 2025-26.
2. The above Statement of possible special tax benefits sets out the provisions of Indian Income Tax Regulations 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. The possible special tax benefits are subject to conditions and eligibility criteria which need to be examined for tax implications.
4. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available under the relevant
DTAA, if any, between India and the country in which the non-resident has fiscal domicile. 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.
5. The tax benefits discussed in the Statement are not exhaustive and are only intended to provide general information to the investors
and hence, 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 his or her own tax consultant with respect to the
specific tax implications arising out of their participation in the issue.
1536. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
7. As the Company has opted for concessional corporate income tax rate as prescribed under section 115BAA of the Act, it will not
be allowed to claim any of the following deductions:
• Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone)
• Deduction under clause (iia) of sub-section (1) of section 32 (Additional Depreciation)
• Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in backward areas,
Investment deposit account, Site restoration fund)
• Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section or subsection (2AA) or sub-section
(2AB) of section 35 (Expenditure on scientific research)
• Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural extension project)
• Deduction under section 35CCD (Expenditure on skill development)
• Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA or section 80M;
• No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or depreciation is
attributable to any of the deductions referred above
• No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if such loss or
depreciation is attributable to any of the deductions referred above.
154ANNEXURE 2
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE ADVANCE
AGROLIFE LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE
INDIAN INDIRECT TAX REGULATIONS.
A. Special Indirect Tax Benefits available to the Company
1. Benefits under the Central Goods and Services Tax Act, 2017, respective State Goods and Services
Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 and The Union Territory Goods and
Services Tax Act, 2017 (read with relevant rules prescribed thereunder):
Under the Goods and Services Tax (“GST”) regime, all supplies of goods and services which qualify as
exports are classified as Zero-rated supplies. Zero rated supplies are eligible for claim of GST refund
under any of the two mechanisms, at the option of the Company.
The Company can claim refund against zero-rated supplies under Letter of Undertaking (LUT) without
payment of GST and claim refund of accumulated Input Tax Credit or by making payment of Integrated
Goods and Services Tax and claim refund of the tax paid against such supplies of goods/service as per
provisions of section 54 of Central Goods and Services Tax Act, 2017. Thus, the option of claiming
refund of GST on zero rated supplies is available to the Company.
GST is leviable at 0.1% on export sales being made through third party.
2. Benefits of Duty Drawback scheme under sub section (2) of the section 75 of Customs Act,1962-
As per sub section (2) of the Section 75 of the Customs Act, the Central Government is empowered to
allow duty drawback on export of goods. The Company avails duty drawback to an amount of 1.2% of
the FOB value of the goods exported. The company is availing such benefit of Duty Drawback.
3. Benefits of Remission of Duties and Taxes on Export Products (“RoDTEP”) Scheme under The
Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2015-
The Government of India by making amendment in the Foreign Trade Policy 2015 vide DGFT
Notification No. 55/2015-20 dated February 7, 2023 by Ministry of Commerce & Industry under
Department of Commerce.
The objective of RoDTEP scheme is to refund various duties and taxes incurred on the exports 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 Custom Duty. The Company is availing benefit under RoDTEP Scheme.
4. RIPS, 2019 policy is a state incentive policy issued by the government of Rajasthan to promote
investment in the state, drive economic growth and create employment opportunities.
Under this policy special fiscal incentives and benefits are provided to enterprises making investments
in establishing new units or expanding existing units and includes categories such as manufacturing,
services, startups and renewable energy plants among others.
Investment Subsidy:
The Company is entitled to receive an investment subsidy of 75% of the State Goods and Services Tax
(SGST) paid and deposited for a period of 7 years.
Employment Generation Subsidy:
The Company can avail reimbursement of 50% of the employer’s contribution towards Employees'
Provident Fund (EPF) and Employees' State Insurance (ESI) for 7 years.
This subsidy increases to 75% if the Company employs individuals belonging to specified categories
155(such as women, SC/ST, persons with disabilities) or provides more than 75% direct employment to
individuals domiciled in Rajasthan.
Electricity Duty Exemption:
100% exemption from electricity duty for 7 years, reducing operational costs.
Land Tax Exemption:
The Company is eligible for a 100% exemption on land tax for 7 years.
Market Fee (Mandi Fee) Exemption:
A 100% exemption from market fees for 7 years, benefiting procurement activities, especially in the
agro-processing sector.
Special Incentives for Agro-Processing Sector:
The Company may also be eligible for additional benefits if it invests ₹5 crores or more in the agro-
processing sector under RIPS 2019.
B. Special tax benefits available to the Shareholders
There are no special indirect tax benefits available to the shareholders for investing in the shares of the
Company under the Indian Indirect Tax Regulations.
NOTES:
1. The above Statement of possible special tax benefits sets out the provisions of indirect 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.
2. The tax benefits discussed in the Statement are not exhaustive and are only intended to provide general information to the investors
and hence, 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 his or her own tax consultant with respect to the
specific tax implications arising out of their participation in the issue.
3. Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We
do not assume responsibility to update the views consequent to such changes.
156SECTION – IV ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Industry Report on Agrochemical Sector” dated March 24, 2025 and updated in August 2025, prepared and
issued by CARE Analytics and Advisory Private Limited (“CareEdge Research”) (the “CareEdge Report”),
which was exclusively commissioned and paid for by our Company for the Issue, and was prepared and released
by CareEdge Research, who were appointed by us pursuant to the engagement letter dated November 5, 2024.
CareEdge Research is not, and has not in the past, been engaged or interested in the formation, or promotion, or
management, of our Company. Further, it is an independent agency and CareEdge Research is not a related
party, as per the definition of “related party” under the Companies Act, 2013 and the SEBI Listing Regulations,
to any of our Company, our Directors, Key Managerial Personnel, Senior Management and Promoters, or the
BRLM. The data included herein includes excerpts from the CareEdge Report which may have been re-ordered
by us for the purposes of presentation. Further, the CareEdge Report was prepared on the basis of information
as of specific dates, and opinions in the CareEdge Report may be based on estimates, projections, forecasts and
assumptions that may be as of such dates. CareEdge Research has prepared this study in an independent and
objective manner, and it has taken all reasonablecare to ensure its accuracy and completeness. A copy of the
CareEdge Report will be available on the website of our Company at
www.advanceagrolife.com/web/material_contracts.
1. Economic Outlook
1.1. Global Economy
Global growth, which reached 3.5% in CY23, stabilized at 3.3% for CY24 and projected to decrease at
3.0% for CY25. Global trade is expected to be disrupted by new US tariffs and countermeasures from
trading partners, leading to historically high tariff rates and negatively impacting economic growth
projections. The global landscape is expected to change as countries rethink their priorities and policies
in response to these new developments. Central banks priority will be to adjust policies, while smart
fiscal planning and reforms are key to handling debt and reducing global inequalities.
Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)
)
%
Y
-
o
-
Y
(
h
t
w
o
r
g
P CY25 CY26 CY27 CY28 CY29 CY30
D CY20 CY21 CY22 CY23 CY24
G P P P P P P
World -2.7%6.6% 3.6% 3.5% 3.3% 3.0% 3.1% 3.2% 3.2% 3.2% 3.1%
Advanced Economies -4.0%6.0% 2.9% 1.7% 1.8% 1.5% 1.6% 1.7% 1.7% 1.7% 1.7%
Emerging Market and
-1.7%7.0% 4.1% 4.7% 4.3% 4.1% 4.0% 4.2% 4.1% 4.1% 4.0%
Developing Economies
Source: IMF – World Economic Outlook, July 2025; Notes: P-Projection
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 %)
CY CY CY CY CY CY2 CY2 CY2 CY2 CY2 CY3
20 21 22 23 24 5P 6P 7P 8P 9P 0P
India -5.8 9.7 7.6 9.2 6.5 6.4 6.4 6.5 6.5 6.5 6.5
157Real GDP (Y-o-Y change in %)
CY CY CY CY CY CY2 CY2 CY2 CY2 CY2 CY3
20 21 22 23 24 5P 6P 7P 8P 9P 0P
China 2.3 8.6 3.1 5.4 5.0 4.8 4.2 4.2 4.1 3.7 3.4
Indonesia -2.1 3.7 5.3 5.0 5.0 4.8 4.8 4.9 5.0 5.1 5.1
Saudi
-3.6 5.1 7.5 -0.8 1.3 3.6 3.9 3.6 3.2 3.2 3.3
Arabia
Brazil -3.3 4.8 3.0 3.2 3.4 2.3 2.1 2.2 2.3 2.4 2.5
Euro Area -6.0 6.3 3.5 0.4 0.9 1.0 1.2 1.3 1.3 1.2 1.1
United
-2.2 6.1 2.5 2.9 2.8 1.9 2.0 2.0 2.1 2.1 2.1
States
Middle
-2.2 4.4 5.5 2.2 2.4 3.4 3.5 4.0 3.7 3.7 3.7
East
Latin
-6.9 7.4 4.2 2.4 2.4 2.2 2.4 2.7 2.7 2.7 2.6
America
Source: IMF- World Economic Outlook Database (July 2025)
Note: P- Projections, E-Estimated; India's fiscal year (FY) aligns with the IMF's calendar year (CY). For instance, FY24
corresponds to CY23.
1.2. Indian Economic Outlook
1.3. GDP Growth and Outlook
Resilience to External Shocks remains Critical for Near-Term Outlook
Chart 2: Trend in Real Indian GDP growth rate
2,50,000 12.0%
9.7% 10.0%
9.2%
2,00,000 8.0%8.3% 8.0%
11 ,, 505 000 ,,, 000 000 000
0 3 1
,2
95.5
4 1 0 ,8
9%6.4
7 7 2 ,5
0
,1%7.4
5 9 6 ,3 1
,1%
2
8 0 ,3 2 ,1
6 4
4 ,1 3
,16.8
9 2 9
,9 3
,1%6.5
6 4 3 ,5
4
,1% 3.9
9 4 9
,6 3
,1%
8 1 2 ,0
5 ,1
9
4 6 ,1 6
,17.6
6 0 5
,6 7
,1%
0 7 9 ,7
8 ,1
6.5 8 8 1 ,0 0 ,20%6.5 --0246% 42.... 0000
..
00%%%%
%%
-5.8% -6.0%
- -8.0%
Real GDP (in Rs billion) Y-o-Y growth (in %)
Source: MOSPI; Note: FRE – First Revised Estimates, PE – Provisional Estimate
India's real GDP grew by 9.2% in FY24 (Rs. 176,506 billion) which is the highest in the previous 12
years (excluding FY22, on account of end of pandemic) and as per provisional estimates, it grew at 6.5%
in FY25 (Rs. 187,970 billion), driven by double digit growth particularly in the Manufacturing sector,
Construction sector and Financial, Real Estate & Professional Services. This growth is also led by private
consumption increasing by 7.6% and government spending increasing by 3.8% Y-o-Y. Real GDP growth
is projected at 6.5% in FY26 as well, driven by strong rural demand, improving employment, and robust
business activity.
158GDP Growth Outlook (April 2025)
FY26 GDP Outlook: The RBI projects real GDP growth at 6.5% for 2025–26, driven by strong private
consumption, steady investment, and resilient rural and urban demand. A favourable monsoon, robust
services sector, and improving corporate balance sheets support this outlook.
However, risks from prolonged geopolitical tensions, global trade disruptions, and weather-related
uncertainties remain. Taking these into account, the RBI has reaffirmed its growth projections.
Table 2: RBI's GDP Growth Outlook (Y-o-Y %)
FY26P (complete
Q1FY26P Q2FY26P Q3FY26P Q4FY26P
year)
6.5% 6.% 6.7% 6.6% 6.3%
Source: Reserve Bank of India; Note: P-Projected
1.4. Consumer Price Index
The Consumer Price Index (CPI) for the April–June 2025 quarter recorded a combined inflation rate of 2.1%,
marking the lowest quarterly retail inflation in six years. The moderation was driven by continued declines
in prices of pulses, vegetables, fruits, cereals & cereal products, meat and fish, sugar & confectionery, and
spices
Chart 3: Retail Price Inflation in terms of index and Y-o-Y Growth in % (Base: 2011-12=100)
6.7% 7%
6.2%
)
r
e 6%
b
m 4.9%
u n ( x e d n i e c ir 7 .4 2 1 4.9% 3 .0 3 1 4.5% 0 .5 3 1 3.6% 6 .9 3 1 3.4%3 .6 4 1 4.8% 3 .5 5 1 5 8 .3 6 1.5% 7 .4 7 1 5.1 .4 8 14% 7 .2 9 1 4.7% 2 .8 8 1 3 .3 9 1 2.7% 2345 %%%%
p
lia
t 1%
e
R
0%
6 7 8 9 0 1 2 3 4 5 4 5
1 1 1 1 2 2 2 2 2 2 2 2
Y Y Y Y Y Y Y Y Y Y 'n 'n
F F F F F F F F F F u u
J J
- -
r r
p p
A A
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 2025, RBI projected inflation at 3.7% for FY26 with inflation during
Q1FY26 at 2.9%, Q2FY26 at 3.4% and Q3FY26 at 3.9% and Q4FY26 4.4%.
Considering the current inflation situation, RBI has cut the repo rate to 5.5% in the June 2025 meeting
of the Monetary Policy Committee.
Further, the central bank shifted its policy stance from ‘accomodative’ to ‘neutral’. With a decline in food
inflation, the headline inflation moderated to a six-year low to 3.2% in April 2025.
159The economic growth outlook for India is expected to maintain momentum, supported by private
consumption and continued growth in fixed capital formation. The uncertainty regarding the global
outlook has reduced given the temporary tariff stay and optimism with trade negotiations. However,
global growth and trade has been revised downward due to weakened sentiments and lower growth
prospects.
The RBI has adopted for a non-inflationary growth with the foundations of strong demand and supply
with a good macroeconomic balance. The domestic growth and inflation curve require the policies to be
supportive with the volatile trade conditions.
1.4.1. Contribution of Agriculture sector to GDP
Agriculture has been a cornerstone of India’s economy since independence, contributing significantly to
GDP and supporting the workforce. While its share in GDP is expected to decrease to 13.2% in FY25,
agriculture remains crucial for rural livelihoods, global trade, and sectors like food processing and
textiles. Despite challenges like climate change, it continues to play a vital role in economic growth,
poverty reduction, and social stability.Its growth is supported by government initiatives aimed at
enhancing productivity, ensuring food security, and improving farmer welfare.
The Economic Survey highlights key strides in India's agriculture, with foodgrain production is 328.8
million tonnes in FY24 and oilseeds production increasing, reducing dependence on imports.
Government initiatives like e-NAM, FPOs, and PMKMY aim to improve agricultural efficiency, support
farmer incomes, and provide social security, bolstering the sector's growth.
Additionally, the government promotes sustainable practices through PM-PRANAM and ensures
financial stability with schemes like MSP and PMFBY, which covers over 610 lakh hectares in FY24.
These efforts enhance productivity, food security, and farmer welfare, contributing significantly to
agriculture's role in India's GDP.
Chart 4: Agriculture sector contribution to GDP (at constant prices)
15.1%
14.4%
14.3%
13.7%
13.4% 13.4%
13.2%
FY19 FY20 FY21 FY22 FY23 (FE) FY24 (FRE) FY25 (SAE)
Source: MOSPI; Note: FRE – First Revised Estimates, FE– Final Estimate, SAE- Second Advance Estimates
1.4.2. Subsidies for fertilizers
Fertilizers are essential for enhancing soil fertility, boosting crop productivity, ensuring food security,
and supporting the livelihoods of millions of farmers in India. As India is highly dependent on imports
to meet the fertilizer and its raw material needs, the domestic prices, in turn, are influenced by the world
prices. Thus, to avoid the burden of price hikes on farmers and disturbance in agricultural produce, the
government provides subsidies on fertilizers to farmers through manufacturers. In previous year,
considering the surge in prices of fertilizers, the government doubled the fertilizer subsidy for the Rabi
160season (from 1st October 2022 to 31st March 2023) to Rs. 51,875 crores as compared to Rs. 28,655
crores. The subsidy was doubled not only on account of surge in prices of fertilizers but also due to the
geopolitical issues between Russia-Ukraine and logistics issues.
For FY26, the upfront subsidy budget decreased by 13% to Rs. 164,102.5 crore as compared to Rs.
156,451.0 crore in FY25. This will be adequate for the year on account of reduced prices of raw
materials and natural gas. It will also aid the urea and complex fertilisers manufacturers to effectively
manage their working capital requirement.
Chart 5: Subsidies provided to fertilizers sector
3,00,000.0
2,50,000.0
5
.0
4
3
2,00,000.0 ,1
5
11 ,, 05 00 ,, 00 00 00 .. 00
7
.1
0 .6
0 8
,3
,2
5
.1
0 9 ,8
8 ,1
0
.6
5 9 ,2
8 ,1
0 .1
5 4
,6
2 5 5
3
9
,7
2
,1 ,1
50,000.0
.4
4
,1
1
,1
8
-
FY20 FY21 FY22 FY23 FY24 FY25 FY26
Source: Union Budget FY25 document
1.4.3. Top states- Major Crops Production (2023-24)
The major crops produced in top 3 states in India in 2023-24 are:
Table 3: Major crops state wise production
Food Grains:
Crop State Production (Lakh Tonnes)
Uttar Pradesh 157.2
Rice West Bengal 151.2
Telangana 166.3
Madhya Pradesh 212.8
Wheat Punjab 177.8
Uttar Pradesh 354.3
Karnataka 54.9
Maize Bihar 46.1
Madhya Pradesh 43.3
Rajasthan 80.3
Total Nutri/Coarse
Karnataka 76.1
Cereals
Madhya Pradesh 54.9
Madhya Pradesh 31.9
Gram Maharashtra 28.6
Rajasthan 22.3
Maharashtra 10.2
Tur Karnataka 8.6
Uttar Pradesh 3.8
161Crop State Production (Lakh Tonnes)
Madhya Pradesh 61.8
Total Pulses Rajasthan 40.0
Maharashtra 36.3
Madhya Pradesh 398.4
Uttar Pradesh 592.9
Total Foodgrains
Punjab 325.9
Oilseeds:
Crop State Production (Lakh Tonnes)
Gujarat 46.4
Groundnut Rajasthan 20.2
Madhya Pradesh 9.9
Rajasthan 59.8
Rapseed &
Uttar Pradesh 18.7
Mustard
Madhya Pradesh 17.5
Madhya Pradesh 54.7
Soyabean Maharashtra 52.3
Rajasthan 11.7
Karnataka 0.7
Sunflower Haryana 0.3
Odisha 0.2
Rajasthan 95.7
Total Oilseeds Madhya Pradesh 83.7
Gujarat 71.9
Uttar Pradesh 2055.6
Sugarcane Maharashtra 1120.9
Karnataka 418.1
Gujarat 90.6
Cotton Maharashtra 80.5
Telangana 50.8
West Bengal 78.7
Jute & Metals Assam 6.8
Bihar 9.9
Source: India Budget, Economic Survey
Note: 1. Data for the year 2023-24 is of 3rd Advance Estimates
2. Cotton Production in Bales, 1Bale=170 Kg
3. Jute & Mesta Production in Bales, 1Bale=180 Kg
1.5. Concluding Remarks
India's average crop yield is lower than the global average due to outdated practices, poor irrigation, and
climate challenges. However, with technological advancements, better infrastructure, and improved
practices, India has the potential to boost production, increase yields, and become more competitive in
the global agricultural market.
India, with 14% of the global crop-protection market, is a key player in boosting agricultural productivity.
Demand for chemicals is projected to grow from 61,097 tonnes in FY20 to 89,170 tonnes by FY36. The
industry is adopting sustainable practices and innovations, driving food security and reducing
agriculture’s ecological impact, solidifying India’s leadership in crop protection. As per the latest
forecasts by various agencies including the IMD, the monsoon is expected to be normal this year as well
as no impact from El Nino effect is expected.
Global economic growth faces headwinds from geopolitical tensions, volatile commodity prices, high
interest rates, inflation, financial market volatility, climate change, and rising public debt. However,
162India's economy remains relatively strong, with an IMF forecast of 6.4% GDP growth in CY25 (FY26
according to the fiscal year), compared to the global projection of 3.0%. Key drivers include strong
domestic demand, government capital expenditure and moderating inflation.
Public investment is expected to grow, with the government allocating Rs. 11.21 lakh crores for FY26.
Private sector investment is also improving, reflected in new projects and capital goods imports. High-
frequency indicators suggest the agriculture sector in Q3FY25 grew by 5.6% . Agricultural growth is
supported by healthy kharif crop production, higher reservoir levels and better rabi sowing. Additionally,
improvement in rural demand owing to healthy sowing, improving reservoir levels, and progress in
south-west monsoon along with government’s thrust on capex and other policy support will aid the
investment cycle in gaining further traction.
2. Significance of Agriculture in Indian Economy
2.1. Overview of Indian Agriculture Market
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 18.0
2023-24 17.8
2024-25 18.0
Source: PIB Release, MOSPI; SAE: Second Advance Estimates
As of 2024-25 the agriculture sector is the largest employer of the workforce and accounted for a sizeable
18.0% 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 2020-21 to 2024-25, the GVA for
agriculture increased at a CAGR of 3.7% from Rs. 19,943 billion in 2019-20 to Rs. 24,760 billion in
2024-25.
163Chart 6: Trend in Agriculture GVA at Constant Prices (Rs. Billion)
30,000 8.0%
6.2% 6.3% 6.0%
12 00 ,, 00 00 00 3 4 9 ,9 2 4 7 ,0 4.0% 1 0 7 ,1 2 4.6% 0 6 0 ,3 2 3 7 6 ,3 2 2.7% 0 6 7 ,4 2 4.6% 24 .. 00 %%
1 2
0 0.0%
2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Rs. Billion(LHS) Y-o-Y % change (RHS)
Source: RBI, MOSPI
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.
2.2. Government’s steps towards doubling farmers income
The Government is working towards doubling farmers income through:
- Constant hike in MSPs
- Agricultural marketing
- Food management
- Food processing sector
- Natural farming
- Promotion of new technologies such as usage of drones and other soil testing devices
• 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 encouraging higher investment and production and thereby
to safeguard the interest of consumers by making available supplies at reasonable prices.
The Government fixes MSP of 22 mandated agricultural crops based on the recommendations of
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:
• 14 kharif crops viz. paddy, jowar, bajra, maize, ragi, tur (arhar), moong, urad, groundnut,
soybean (yellow), sunflower seed, sesamum, nigerseed, cotton and
• 6 rabi crops viz. wheat, barley, gram, masur (lentil), rapeseed and mustard, safflower
• and 2 commercial crops viz. jute and copra
• In addition to that, MSP for toria and de-husked coconut are also fixed based on MSPs of
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, 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, Government had increased the MSP for all mandated kharif, rabi and other commercial
crops with a return of at least 50% over all India weighted average cost of production from the agricultural
164year 2018-19 onwards. The MSPs announced for all the kharif and rabi crops for marketing season 2022-
23 are given below.
Table 5: MSPs for all Kharif crops for Marketing Season 2025-26 (Rs. /quintal)
Cost of
S.No MSP 2023- MSP MSP Increase in MSP
Crop production
. 24 2024-25 2025-26 (Absolute)
2025-26
Paddy
1 2,183 2,300 2,369 1,579 69
(Common)
Paddy (Grade
2 2,203 2,320 2,389 - 69
A) ^
Jowar
3 3,180 3,371 3,699 2,466 328
(Hybrid)
Jowar
4 3,225 3,421 3,749 - 328
(Maldandi)^
5 Bajra 2,500 2,625 2,775 1,703 150
6 Ragi 3,846 4,290 4,886 3,257 596
7 Maize 2,090 2,225 2,400 1,508 175
8 Tur (Arhar) 7,000 7,550 8,000 5,038 450
9 Moong 8,558 8,682 8,768 5,845 86
10 Urad 6,950 7,400 7,800 5,114 400
11 Groundnut 6,377 6,783 7,263 4,842 480
Sunflower
12 6,760 7,280 7,721 5,147 441
Seed
Soyabean
13 4,600 4,892 5,328 3,552 436
(yellow)
14 Sesamum 8,635 9,267 9,846 6,564 579
15 Nigerseed 7,734 8,717 9,537 6,358 820
Cotton
16 (Medium 6,620 7,121 7,710 5,140 589
Staple)
Cotton (Long
17 7,020 7,521 8,110 - 589
Staple) ^
Source: PIB release
^Cost data are not separately compiled for Paddy (Garde A), Jowar (Maldandi) and Cotton (Long staple)
Table 6: MSPs for all Rabi for Marketing Season 2025-26 (Rs. /quintal)
Cost of Increase in
MSP 2025- MSP Return over cost
S.No. Crops productio MSP
26 2024-25 (in %)
n 2025-26 (Absolute)
1 Wheat 2425 1182 2275 150 105
2 Barley 1980 1239 1850 130 60
3 Gram 5650 3527 5440 210 60
Lentil
4 6700 3537 6425 275 89
(Masur)
Rapeseed &
5 5950 3011 5650 300 98
Mustard
6 Safflower 5940 3960 5800 140 50
Source: PIB release
• Agricultural marketing
The network of 6,946 regulated wholesale markets created under the provision of respective State
Agricultural Produce Market Committee (APMC) Act conducts wholesale agricultural marketing. The
Government of India has been working continuously and has taken several concrete steps to link the
165farmers with markets to help the farmers in trading and realizing competitive and remunerative prices
for their produce.
Further, Government of India launched National Agriculture Market (e-NAM) Scheme in 2016 with the
objective of creating online transparent competitive bidding system to facilitate farmers with
remunerative prices for their produce. Under the e-NAM Scheme, Government is providing free software
and assistance of Rs. 75 Lakh per APMC mandi for related hardware including quality assaying
equipment and creation of infrastructure like cleaning, grading, sorting, packaging and compost unit etc.
As on 20th of February 2024, 1,389 mandis of 23 States and 4 UTs have been integrated with e-NAM
platform.
Additionally, the Government of India has launched a central sector initiative called Formation and
Promotion of 10,000 Farmer Producer Organisations (FPOs), aiming to establish and promote 10,000
new FPOs by 2027-28. This initiative follows a Produce Cluster Area approach, focusing on specific
commodities. The cluster-based strategy incorporates a One District One Product model to encourage
product specialization. One of the key goals of this scheme is to enhance productivity while minimizing
costs and resource use, ensuring these advantages are sustainable over time. The initiative also seeks to
make FPOs viable and enduring through collective action. By January 2022, 1,963 FPOs had already
been registered under this scheme. In July 2021, the Government of India set up a dedicated Ministry of
Cooperation to better support the cooperative sector, reflecting its commitment to prioritize and enhance
efforts in this area.
• Food management
The major objectives of food management are procurement of food grains from farmers at remunerative
prices, distribution of foodgrains to consumers, particularly the vulnerable sections of society at
affordable prices and maintenance of food buffer stock for food security and price stability. The
instruments used are procurement at MSP from farmers and sale at Central Issue Price (CIP) under the
Targeted Public Distribution System (TPDS). The nodal agency which undertakes procurement,
distribution and storage of foodgrains is the Food Corporation of India (FCI). The distribution of
foodgrains is undertaken primarily under the National Food Security Act, 2013 (NFSA) and other welfare
schemes of the Government of India.
• Food processing sector
The Government has placed focus on the food processing sector, which is not only a major market of
agriculture produce but is also a significant employer of the surplus workforce engaged in agriculture.
Government therefore facilitates food processing through various measures of infrastructure
development, subsidized transportation and support for formalization of micro food enterprises. India
runs one of the largest food management programmes in the world. The Government has further extended
the coverage of food security networks through additional provisions of foodgrains through the schemes
like PM Gareeb Kalyan Yojana (PMGKY).
• Natural Farming
The main aim of natural farming is the promotion of good agronomic practices. Natural farming also
aims to sustain agriculture production with eco-friendly processes in tune with nature to produce
agricultural produce free of chemicals. Soil fertility & soil organic matter is restored by natural farming
practices. Natural farming systems require less water and are climate friendly.
Natural farming in India is being promoted through a dedicated scheme of Bharatiya Prakritik Krishi
Paddhati Programme (BPKP). The scheme promotes on-farm biomass recycling with major stress on
biomass mulching, use of on-farm cow dung-urine formulations, periodic soil aeration and exclusion of
all synthetic chemical inputs. Under BPKP, financial assistance of Rs 12,200/ha for 3 years is provided
for cluster formation, capacity building and continuous handholding by trained personnel, certification
and residue analysis.
166In addition to above, the Government of India supports agriculture through various schemes/ programmes
which are mentioned as follows.
• Unprecedented enhancement in budget allocation
• Increase in procurement from farmers
• Income support to farmers through PM KISAN
• Pradhan Mantri Fasal BimaYojana (PMFBY)
• Institutional credit for agriculture sector
• Providing Soil Health Cards to farmers
• Promotion of organic farming in the country
• Neem Coating of Urea
• Agri Infrastructure Fund
• Promotion of FPOs Scheme
• National Bee and Honey Mission (NBHM)
• Pradhan Mantri Krishi Sinchai Yojana (PMKSY)
• Micro Irrigation Fund
• Agricultural Mechanization
• Changes in Disaster Relief Standards
• Improvement in farm produce logistics, Introduction of Kisan Rail
• Creation of a Start-up Eco system in agriculture and allied sector
2.3. India holds a critical position in the world of agriculture
India holds critical position in world agriculture, however, yield per hectare remains low
Apart from food grain production, India also produces oilseeds, fruits and vegetables and commercial
crops. To understand the position of India better in world agriculture, the following table can be referred.
Table 7: India’s position in world agriculture – 2021
India's position
Production India World
% share Rank Next to
1. Crop (million tonnes)
A. Total cereals 342.1 3,006.6 11.4 Third China, USA
Wheat 107.86 756.9 14.3 Second China
Rice (Paddy) 186.5 769.9 24.3 Second China
Total Pulses 23.2 90.1 25.9 First
B. Oilseeds
Groundnut (with shell) 9.9 53.8 18.5 Second China
Canada,
Germany,
Rapeseed 2.5 25.2 10.0 Fourth China
2. Fruits & vegetables
(million tonnes)
Vegetables Primary 135.3 1,1388.7 11.9 Second China
Fruits Primary 106.9 899.6 11.9 Second China
Potato 48.6 371.1 13.1 Second China
Onion (Dry) 26.1 104.6 24.9 Second China
3. Commercial crops
(million tonnes)
167India's position
Production India World
% share Rank Next to
Sugarcane 371 1,86 19.9 Second Brazil
Tea 5.5 27. 20.2 Second China
Brazil,
Vietnam,
Colombia,
Indonesia,
Honduras,
Uganda, Peru,
Coffee (Green) 0.32 10.8 2.9 Ninth China
Jute 1.7 3.5 48.4 Second Bangladesh
Tobacco Unmanufactured 0.8 5.8 13.2 Second China
Source: Fertilizers Association of India
As per the above table, India holds one of the top 3 positions for most of the food items mentioned except
for coffee, this shows significance of India in world agriculture. Even while India lead agriculture
production in various food items, the yield per hectare of these crops in India is lower than several other
countries in the world.
2.4. Yield per hectare of different crops (2023-24)
It can be seen from the above table that the yield of crops in India is quite low compared to that of the
countries that have maximum yield per hectare. Besides, the yield per hectare of crops like rice, paddy,
wheat, maize, cereals, pulses is lower even than the average world yield.
Table 8: Yield per hectare of different crops in kg
Crops India's yeild per Countries with maximum yield per Average world
hectare hectare yield
China- 7,113
Paddy 4,196 Vietnam- 6,074 4,744
Indonesia- 5,226
Germany- 7,302
Wheat 3,521 France- 6,928 3,506
China- 5,811
U.S.- 11,090
Maize 3,199 France- 9,912 5,873
Ukraine- 7,682
Russia- 1,911
Pulses 759 Ethopia- 1,902 952
China- 1,831
Colombia- 98,291
Sugarcane 83,566 China- 94,585 72,239
India- 83,566
U.S.- 4,630
Groundnut 1,703 China- 3,810 1,669
Argentina- 3,154
Source: FAOSTAT (as on 29.03.2024).
Some of the reasons that have been affecting the crop yield in India includes uneven and uncertain rains,
inadequate irrigation facilities, low fertility of soil among others. To improve the fertility of soils,
168application of micronutrients becomes very important in India and thus micronutrients have a
significant demand potential going ahead.
2.5. Soil fertility status (state wise distribution) in India
o Soil health and quality are a matter of great concern for the Government of India. Soil Health Card (SHC)
scheme is a flagship programme launched in February 2015 under which there are uniform norms which
are followed across different states for analysis of the soil and to diagnose fertility-related constraints
and then make site-specific fertilizer recommendations accordingly.
o There were two cycles of this programme conducted namely, Cycle-I during 2015-17 and Cycle-II during
2017-19. And during the financial year 2019-20, Model Villages Programme has been taken up under
Soil Health Card (SHC) Scheme on a pilot basis.
o This programme included adopting one village per block for landholding-based soil sampling, testing
and distribution of soil health cards and then conducting SHC based demonstrations in each model village
to scale awareness amongst the farmers across India.
o In the Model Village Programme, with farmers’ participation, sample collection has been taken up at
individual farm holding instead of sample collection at grids. The scheme is managed by 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.
• Nitrogen (N), Phosphorous (P), Potassium (K) – primary macro-nutrients
• Sulphur (S) – secondary macro-nutrient
• Zinc (Zn), Iron (Fe), Copper (Cu), Manganese (Mn), Boron (B) – micro-nutrients
• Electrical Conductivity (EC), Organic Carbon (OC), pH – physical parameters
o As per the norms provided in the scheme’s operational guideline, the soil samples collected from
different locations are then analysed in the soil testing labs. The authorities provide a report to the farmers
once in 3 years after observing the soil regularly.
o This examination of the farmer’s soil helps in deciding the type of crops to be cultivated for more income
generation and gives the remedial measures. To enable comparison of level of soil fertility of one are
with other, it is desirable to have single value for each nutrient, so Nutrient index (N.I) value is one such
measure of nutrient supplying capacity of soil to plants. Nutrient Index is compiled using the assessment
of soil fertility classified in three classes namely, low, medium and high.
o The nutrient index can then be calculated based on the information collected on the level of each nutrient
using the following formula.
Nutrient Index (N.I) = (N x 1 + N x 2 + N x 3)/ N
L M H T
where N : indicates the number of samples falling in the low class of nutrient status
L
N : indicates the number of samples falling in medium class of nutrient status
M
N : indicates the number of samples falling in the high class of nutrient status
H
N : indicates the total number of samples analysed in each area (N +N +N )
T L M H
Interpretation of the different values of soil nutrient index is given in the table below:
Chart 7: Nutrient Index Interpretation
Nutrient Index Value Interpretation
Low <1.67 Low fertility status of the area
Medium 1.67-2.33 Medium fertility status of the area
High >2.33 High fertility status of the area
Chart 8:The state-wise distribution of soil nutrient indices for 2024 is as follows:
State/UT Fertility Status
Low Medium High
Andaman & Nicobar Islands N, P, K, OC, S, B, Fe, Mn, Cu, Zn -
Andhra Pradesh N, OC, Zn B, Cu, Fe, Mn, S, P K
Arunachal Pradesh - N, P, Cu, B, S, Fe, Zn, OC, Mn K
Assam - N, Cu, Fe, Mn, S, Zn, P, K, B
OC
169State/UT Fertility Status
Low Medium High
Bihar N P, OC, B, Cu, Fe, Mn, S, Zn K
Chhattisgarh N, OC, S, Zn B, Cu, Fe, Mn, P K
Delhi - - -
Goa - N, Cu, Fe, Mn, Zn, OC, P, B, K
S
Gujarat N, Zn, OC B, Fe, Cu, Mn, S K, P
Haryana N, OC, B K, Cu, Fe, Mn, S, Zn, P
Himachal Pradesh N P, K, B, Cu, Fe, Mn, S, Zn, OC K
Jammu & Kashmir Fe N, K, Cu, S, Zn, P, B, Mn, OC K
Jharkhand OC, N P, K, B, Cu, Fe, Mn, S, Zn
Karnataka N, OC, Fe, Zn P,Cu, Mn, B, S K
Kerala - - -
Ladakh - - -
Madhya Pradesh N, Zn OC, B, Cu, Fe, Mn, S, P K
Maharashtra N, OC, Fe, S, Zn P, B, Cu, Mn K
Manipur - - -
Meghalaya Cu, S, Fe, Zn, Mn N, P, K, B, OC -
Mizoram N, S, Fe, Mn K, OC, P, Cu, B, Zn
Nagaland S Fe, N, Mn, OC, P, Cu, B, Zn K
Odisha N, Zn, OC Cu, Fe, Mn, P, B, S K
Puducherry N P, K, Mn, Cu, Fe, Zn -
Punjab N, P, OC, Mn K, Cu, Fe, S, Zn, B -
Rajasthan N, Fe, Zn, OC P, Cu, B, S, Mn K
Sikkim P, K, Cu, Fe, Mn, S, N, B, Zn K
Tamil Nadu N, S, Fe, Zn, OC P, Cu, Mn, B K
Telangana - - -
Dadra and Nagar Haveli & Daman - - -
and Diu
Tripura N, Zn P, OC, B, Cu, Fe, Mn, S, K
Uttar Pradesh N, Zn, OC, S B, Cu, Fe, Mn, P K
Uttarakhand - P, K, OC, Cu, Fe, Mn, S, Zn, -
B
West Bengal S P, OC, Cu, Fe, Mn, Zn, B, N K
Source: EnviStats India 2024 (MOSPI)
(Note: This ‘-‘denotes data is not available for the respective states)
Some inferences that can be made from these indices are:
• Nitrogen fertility status has been low, except in the case of Meghalaya, Jammu & Kashmir, Goa
and Assam, Arunachal Pradesh, Nagaland, Sikkim, West Bengal
• Potassium fertility has been high in most of the states
• Phosphorous fertility status has been medium in majority of the states
• As we can see above, the demand for Nitrogen and Phosphorous fertilizers will remain stable
for medium to long term as all the three nutrients is available in low to medium quantity only.
Bhu-Parikshak
To determine the nutrients, present in the soil, a rapid soil testing device based on IoT technology is used
called Bhu-Parikshak. It helps in detecting the deficiency of nutrients in soil and then usage of correct
fertilizers to increase efficiency. These devices are portable in nature, provide results instantly on the
smartphone and are highly affordable with one of the highest testing capacities. It is a very low power
consuming device having battery backup which can analyse 120 soil samples in a single charge.
Furthermore, the predicted life of the device is 5 years and can analyse 1 million samples.
170Bhu-parikshak works using the principle of near-infrared spectroscopy technology and can analyse soil
in real-time. It takes 90 seconds to analyse the health of soil and generates a complete report on soil
health, through an embedded mobile application. This mobile application does not just generate a report
but keeps the history of previous scans and synchronizes data with the cloud. The device is said to be
more than 80 percent accurate in its analyses. Those who have Bhu-parikshak can now get the
recommended doses of fertilizers without going to a laboratory, thus making soil health management
easy.
The analysis parameters are Available Nitrogen (N), Organic Carbon (OC), Available Phosphorous (P),
Available Potassium (K), Cation Exchange Capacity (CEC) and clay contents. With only 5 grams of dry
soil sample, the above-mentioned soil parameters can be analysed. To fetch fair market price for
customers and providing market linkages, companies collaborate with various Farmer Producer
Organisations (FPOs) and Farmer Producer Companies (FPCs). This device is also an effective tool to
decrease the expenses and increase the efficiency of fertilizers.
Some of the advantages of the device are:
• Instant soil pictogram of the mentioned parameters
• Mapped field data availability in cloud storage for soil health and nutrient demand analysis
• Recommendation for precise nutrient requirements
A lot of soil testing devices are not portable and heavy but some companies with the help of new
technologies are now developing portable, light-weight devices that also provide results with a minute.
2.6. Stakeholders involved in agriculture
As discussed above, agriculture is very crucial for the Indian economy and involves various stakeholders
that supports the operations of agriculture in the country. These stakeholders primarily include farmers,
labourers, dealers and Government.
Farmers: Farmers play a pivotal role in agriculture as they are producers of various food grains, fruits,
vegetables and various crops. The crops produced by farmers in India are distributed in two marketing
seasons – kharif marketing season and rabi marketing season. To make agricultural produce available to
the population or consumers, farmers engage labourers and dealers in their operations.
As per the Department of Agriculture, Cooperation & Farmers’ Welfare, so far, over 11 crore farmers
across India have received Rs. 3.04 lakh crore under the PM-KISAN scheme. With the 17th instalment
release, the total funds released to farmers under PM-Kisan will be more than Rs. 3.24 lakh crore.
Labour: Labour forms a critical input in Indian agriculture as functions like sowing, ploughing,
harvesting, levelling, weeding, sprinkling, spraying etc. are done by labour. Even with the advancement
of technology, many operations like weeding, irrigation, seed bed production, harvesting etc. require the
hand of labour. However, a shift in labour towards other opportunities has been affecting the quantum of
labour in the agriculture industry. Thus, to avoid loss of agricultural production, there is an impetus
towards farm mechanization, usage of technology, application of fertilizers and pesticides in the
agriculture industry. This, in turn, is aiding the momentum of agricultural equipment, tractors, drones,
crop nutrition and crop protection products in Indian agriculture.
Dealers: Another important stakeholder in agriculture is dealers that provide agricultural inputs like
fertilizers, pesticides, micronutrients to the farmers. They serve as a vital and credible source of
information to the farmers. They are accessible and function as a link between the farmers and suppliers
of agricultural inputs. Besides offering credit facilities to farmers, the dealers also provide agricultural
education and technological information to the farmers. All these factors make dealers a very significant
part of the agriculture industry.
Government: In addition to the above stakeholders, Government serves as an important contributor in
agricultural operations. To augment agriculture facilities in India, the government has been taking
various initiatives. Minimum Support Price (MSP), agricultural marketing, food management, food
171processing sector, and natural farming are some of the steps taken by the Government for betterment of
farmers in the country as per the Economic Survey 2021-22.
The agriculture sector remained a bright spot even in pandemic affected FY21. The agriculture, forestry
& fishing sectors had posted growth (of 3.3%) during FY21 where sectors like industry and services
recorded fall of 3.3% and 7.8%, respectively, on a y-o-y basis. The growth in the agriculture sector will
be backed by higher MSP for kharif and rabi crops for marketing season 2022-23. Also, direct payment
of MSP to farmers will lead to enhanced credit availability with the farmers thus aiding the growth in the
agriculture sector.
2.7. Top states- Major Crops Production (2023-24)
The major crops produced in top 3 states in India in 2023-24 are:
Food Grains:
Crop State Production (Lakh Tonnes)
Uttar Pradesh 157.2
Rice West Bengal 151.2
Telangana 166.3
Madhya Pradesh 212.8
Wheat Punjab 177.8
Uttar Pradesh 354.3
Karnataka 54.9
Maize Bihar 46.1
Madhya Pradesh 43.3
Rajasthan 80.3
Total Nutri/Coarse
Karnataka 76.1
Cereals
Madhya Pradesh 54.9
Madhya Pradesh 31.9
Gram Maharashtra 28.6
Rajasthan 22.3
Maharashtra 10.2
Tur Karnataka 8.6
Uttar Pradesh 3.8
Madhya Pradesh 61.8
Total Pulses Rajasthan 40.0
Maharashtra 36.3
Madhya Pradesh 398.4
Uttar Pradesh 592.9
Total Foodgrains
Punjab 325.9
Oilseeds:
Crop State Production (Lakh Tonnes)
Gujarat 46.4
Groundnut Rajasthan 20.2
Madhya Pradesh 9.9
Rajasthan 59.8
Rapseed &
Uttar Pradesh 18.7
Mustard
Madhya Pradesh 17.5
Madhya Pradesh 54.7
Soyabean Maharashtra 52.3
Rajasthan 11.7
Sunflower Karnataka 0.7
172Crop State Production (Lakh Tonnes)
Haryana 0.3
Odisha 0.2
Rajasthan 95.7
Total Oilseeds Madhya Pradesh 83.7
Gujarat 71.9
Uttar Pradesh 2055.6
Sugarcane Maharashtra 1120.9
Karnataka 418.1
Gujarat 90.6
Cotton Maharashtra 80.5
Telangana 50.8
West Bengal 78.7
Jute & Metals Assam 6.8
Bihar 9.9
Source: India Budget, Economic Survey
Note: 1. Data for the year 2023-24 is of 3rd Advance Estimates
2. Cotton Production in Bales, 1Bale=170 Kg
3. Jute & Mesta Production in Bales, 1Bale=180 Kg
2.8. 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.
Application of agrochemicals & fertilizers
Chart 9: Flow of Agricultural Inputs
Ploughing of Sowing of Farming and Crop growing
Land Seeds Irrigation stage
1. Seeds
Seed is the fundamental and most critical input for sustainable agriculture. The effectiveness of all other
inputs 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
173seed 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 adheres to the limited generations’ system for seed multiplication in a phased
manner. The system recognizes three generations namely breeders, 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,
and lack of effective monitoring mechanism, among others, are becoming a dampener in this growing
sector.
2. 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.
Furthermore, there are other forms of nutrients such as biofertilizers and bio stimulants that support plant
growth. Unlike conventional fertilizers, which are typically chemical compounds, biofertilizers contain
living organisms, whereas bio stimulants are comprised of non-living substances.
3. 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 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.
174The agrochemicals are diluted in recommended doses and applied to 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 10:Types of key Agro-Chemicals
Insecticides Fungicides Herbicides
•Control insect, pests which •Prevent and cures fungal •Prevents or reduces
reduce crop yields and plant diseases weeds, which hamper crop
quality growth and harvest
3. Overview of crop protection industry in India
3.1. Overview of crop protection 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 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.
3.2. Global crop protection industry market size (CY19-CY29)
During 2019-2024, the market size of the global crop protection & nutrition industry grew at a CAGR of
6.2% 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 estimated to have grown 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.
175Whereas 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 fertilizers
& 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 6.3% over the forecast period 2024-2029.
Chart 11: Global Crop Protection & Nutrition Industry Market Size
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2019 2020 2021 2022 2023 2024 2025F 2026F 2027F 2028F 2029F
Source: CareEdge Research, Maia Research
Note: Data is for calendar year; ‘F’ denotes Forecasted.
3.3. Global crop protection 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. The APAC region holds the maximum market share with 42% in consumption
followed by Europe & South America at 18%. North America jointly accounted for 17% in 2024.
Chart 12: Region-Wise Global Crop Protection & Nutrition - Consumption Market Share in 2024
4% 1%
APAC
Europe
17%
42%
South
America
North
18%
America
Africa
18%
Source: CareEdge Research, Maia Research
3.4. India crop protection demand
India, the world’s fourth-largest producer of crop-protection chemicals, stands as a foundation of the
global agricultural landscape, trailing only the USA, Japan, and China. Contributing to 14% of the global
176market share, India’s crop-protection industry not only bolsters the nation’s economy but also drives
growth in its agricultural sector. By enhancing crop yields and minimizing losses, the sector plays a
pivotal role in meeting the food demands of both domestic and international markets.
A key player in global exports, India’s crop-protection sector is charting a sustainable path forward. From
eco-conscious manufacturing and supply chain practices to innovative product development, these efforts
are vital for safeguarding biodiversity while advancing agricultural productivity.
Demand for crop-protection chemicals in India is poised for robust growth, projected to rise from 61,097
tonnes in FY20 to 89,170 tonnes by FY36. This upward trajectory is fuelled by an expanding population,
increasing food demand, and a shift toward modernized agricultural practices. Digital technologies,
direct-to-consumer (D2C) strategies, e-commerce, and direct engagement with farmer producer
organizations (FPOs) are reshaping traditional go-to-market (GTM) models, ensuring farmers have
greater access to innovative crop-protection solutions. The industry’s sustainable advancements and
innovative approaches are not only enhancing food security but also reducing agriculture’s ecological
footprint, making India a global leader in crop protection.
Chart 13: India’s crop protection demand
(in tonnes) 89170
79233
70403
61097
FY20 FY26P FY31P FY36P
Source: NITI Aayog, CareEdge Research; P: Projected
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.
The non-crop segment of the pesticides market is expected to hit nearly USD 11 billion in 2023. These
non-crop pesticides are widely used for controlling weeds, diseases, and pests in various settings,
including homes, gardens, lawns, ornamental plants, pest control services, industrial vegetation
management, forestry, public health, and aquatic environments. They also play a role as plant growth
regulators. Pesticides, with their well-recognized benefits, are set to boost usage in crop markets, leading
to faster growth in those areas compared to the global non-crop market.
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.
3.5. Overview of global pesticides industry (CY19-CY29)
During 2019-2024, the global pesticides market grew at a CAGR of 7.2% from USD 49,231 million in
2019 to USD 69,583 million in 2024. 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. In 2023,
the global pesticide market faced headwinds from supply chain disruptions and regulatory tightening,
especially in China leading to sharp rise in prices. By 2024, the market inched up to USD 69,583 million,
as China stabilized production and led a shift toward eco-friendly formulations amid global pressure for
177sustainable agriculture.
Chart 14: Trend in the Global Pesticides Market (USD million)
96,616
90,985
86,280
81,175
72,252
69,044 69,583
62,412
51,490 53,674
49,231
2019 2020 2021 2022 2023 2024 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 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.
3.6. Evolution of pesticides industry 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
178• 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.
3.7. Classification of pesticides by types of pesticides and their applications
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 help in controlling the 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 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 perish in cold spells. There 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
oversee weeds pre-crop planting.
Based on the usage, there are three types of herbicides:
1. Application prior to sowing of the crop (pre-planting)
2. Application post-development of weeds (pre-emergence)
3. 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.
179• Others
This others segment comprises fumigants, bio stimulants, 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. Numerous 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 police officers from attacking pests at the time of crop storage.
3.8. 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 reaction 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. The active ingredient is the technical grade of pure pesticide.
Chart 15: Pesticide Value Chain
Identificatio
Basic & n & Active Formulation & Marketing &
Applied Registration Ingredient Packaging Distribution
Research Manufacturing
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 sizeable 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.
1803.9. Review of domestic pesticide industry and outlook of domestic pesticide industry (CY19-CY29)
The overall Indian pesticides market grew at a CAGR of 10.9% from USD 814 million in 2019 to USD
1,367 million in 2024. It is projected to grow with a strong CAGR of 8.8% over the forecast period 2024-
2029.
Chart 16: Indian Pesticides Industry (USD million)
2,082
1,912 1,938
1,673
1,508
1,342 1,367
1,212
814 886
728
2019 2020 2021 2022 2023 2024 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
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 17: Segment-Wise Share of Agrochemicals in Indian Market in 2024 (in %)
18% Insecticide
35%
Fungiside
18%
Herbicide
Others
29%
Source: Based on Industry sources, CareEdge Research estimates, Directorate of Plant Protection, Quarantine & Storage
Note: Others include- Rodenticides, PGR and Bio- Pesticide
3.10. Overview of 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 5.3%. It has increased from
325 thousand tonnes in 2017-18 to 444 thousand tonnes in 2023-24.
The pesticide production capacity has grown in each of the years for the period 2018-2024 except for
2018-19, where the capacity declined by a marginal 0.3% to 324 thousand tonnes. It is important to note
that the industry’s capacity utilisation on average has been around 67% in the last five years.
181Chart 18: Trend in Production Capacity of Pesticides in India (‘000 tonnes)
325 324 334 371 380 389 444
2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24
Source: Department of Chemicals and Petrochemicals
Note: The capacity refers only to technical grade
3.11. Low per hectare pesticides consumption in India
Of the total pesticides produced in India, the average per hectare chemical pesticides consumption
accounted to around 0.25 kg/hectare during the period FY19 to FY24. In FY24, the per hectare pesticide
consumption in India was 0.22 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 19: Per-Hectare Pesticide Consumption in India (Kg/Hectare)
0.32
0.29
0.25
0.22 0.21 0.22
FY19 FY20 FY21 FY22 FY23 FY24
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 9: Country-Wise Consumption of Pesticides
Countries Consumption World Share
(in '000 Tonnes) (in %)
China 1763 43%
USA 407 10%
Brazil 377 9%
Argentina 172 4%
Canada 90 2%
France 85 2%
1 The data is taken from FICCI – Overview of Agrochemicals Report 2021.
182Countries Consumption World Share
(in '000 Tonnes) (in %)
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 as of December 2023
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%.
3.12. Overview of trend in pesticides exports, imports and growth in India covering segments (Quantity
and value) (2023-24)
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 6.8% from 461 thousand tonnes in 2018-19 to 641 thousand tonnes in 2023-
24. It is to be noted that exports CAGR increased at a faster pace compared to that of production, which
grew at a CAGR of 4.5%.
Chart 20: Trend in Pesticides Export by India (‘000 tonnes)
700 648 630 641 5,00,000
4,50,000
600 4,31,644
533
4,00,000
500 461 452 3,64,979 3,47,037,65 0,000
3,00,000
400
2,50,000
2,65,035
300 2,37,199
2,20,902 2,00,000
200 1,50,000
1,00,000
100
50,000
0 0
2018-19 2019-20 2020-21 2022-23 2022-23 2023-24
Quantitiy (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 9.5% from Rs. 2,20,902
million in 2018-19 to Rs. 347,076 million in 2023-24.
Table 10: Volume-Wise Top 10 Export-Destinations of Pesticides for India 2023-24
Country Share Country Share
Brazil 23.7% China 3.0%
USA 9.4% Indonesia 2.4%
183Country Share Country Share
Bangladesh 7.4% Thailand 1.9%
Vietnam 5.4% Argentina 1.7%
Colombia 2.6% France 1.3%
Source: CMIE
Trends in Segment-Wise Exports Volume
• Segment-Wise Export Volume
Of all the pesticide segments, fungicides accounted for the largest share of about 38.4% on average over
the four-year period 2020-21 to 2023-24 in terms of volume. This was followed by herbicides,
insecticides, and others that contributed 24.9%, 23.9% and 12.86%, respectively, towards total pesticide
exports.
In terms of CAGR, the largest segment – fungicides, increased at a CAGR of 13.3%, which was slower
than the CAGR of herbicides (9.9%) and insecticides (0.1%) segments in 2020-24. The other segment
grew at a CAGR of 12.8% during the same period.
Chart 21: Segment-Wise Pesticides Export Volume (‘000 tonnes)
5
7
4 2
9
4
2 1
2
9 2 1 7 6 1 9 9
7
5 3 1
0
2
3 2 1
6
1 5 1 4 7 1 9
7
0 4 1
2
8
8 1 1
8
0 3 1 4 4 1 2 9
5 6
2019-20 2020-21 2021-22 2022-23 2023-24
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 herbicides segment, accounting for the highest share of 34.9% on an average during 2019-20 to
2023-24. This was followed by the insecticides segment, which contributed 34.5% of total pesticide
export value. The fungicides segment that had the largest share in terms of volume accounted for a
smaller share of 19.8% in outbound shipments. The remaining segment, others, contributed 10.8% on
average during the five years.
Further, in terms of CAGR, the fungicides segment reported the fastest CAGR of 14.9% during 2019-20
to 2023-24 followed by herbicides and insecticides which increased at a CAGR of 13.6% and 1.2%,
respectively. The other segment, on the other hand, increased at a CAGR of 20.1% during the five-year
period.
184Chart 22: Segment-Wise Pesticides Export Value (in Rs. Million)
4
9
6
7
,5
7
0 4 3 ,7
9
2 7 4 ,3
4
5 6 0 ,5
7
2 2 3 ,1
2
5 1 8 ,6
9
2 2 5 ,0
5
1 9 1 ,9
8
7
0 5 ,8 2
5
7 8 ,4 2
,1
5 2 9 ,2
7
5
8
,7 2 ,1 3 2
3 ,9
6
1 6 ,4 3
,1
3 0 6 ,5
8
6
,1
0 3
7 ,5
1
0 9 ,1 0
,1
2 9 8 ,5
7
5
9
,4 2 ,1 5 2
3 ,4
3 4 4
2019-20 2020-21 2021-22 2022-23 2023-24
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 8.4% during the period
2020-24. The imports increased to 147 thousand tonnes in 2023-24 from 107 thousand tonnes in 2019-
20. The value of imports grew at a higher CAGR of 6.4% from Rs. 90,960 million in 2019-20 to Rs.
116,708 million in 2023-24.
Chart 23: Trend in Imports of Key Pesticides by India
180 1,60,000
160 1,40,000
140 157 1,24,175 1,33,644 1,43,103 147 1,16,7081 ,20,000
120 134 134
1,00,000
100 90,960
107 80,000
80
60,000
60
40,000
40
20 20,000
- 0
2019-20 2020-21 2021-22 2022-23 2023-24
Quantity ('000 tonnes) (LHS) By Value
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 60.8% during 2023-24. This was followed by the USA, Taiwan and Israel contributing
10.6%, 5.9%, and 5.1%, respectively.
Table 11: Volume-Wise Top Source of Pesticides Imports for India 2023-24
Country Share
China 60.8%
USA 10.6%
185Country Share
Taiwan 5.9%
Israel 5.1%
Source: CMIE
Trend in Segment-Wise Imports
• Segment-Wise Import Volume
Of all the pesticides segment imported by India, herbicides accounted for 20.6% followed by insecticides
and fungicides with a share of 11.8% and 10.0%, respectively, on an average during 2019-20 to 2023-
24. In terms of CAGR, while herbicides and fungicides grew in the range of around 10%-20%, the
quantity of insecticides imported was at a CAGR of 2.8% during 2019-20 to 2023-24.
Chart 24: Segment-Wise Pesticides Import Volume (000 Tonnes)
5
9
5
8
5
8
7
6
6 6
3 3 4
3
6
3 3
4
1 8
7
1
7
1
2
1
7
1
7
1
2 8
1
7
1
5
1
3
1
2019-20 2020-21 2021-22 2022-23 2023-24
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 components accounted for the remaining share of
57.6% on average during the period 2019-20 to 2023-24. It largely remained around 85 thousand tonnes
in FY24 vs 67 thousand tonnes in FY20.
• Segment-Wise Import Value
During the five-year period 2019-20 to 2023-24, insecticides, herbicides, and fungicides contributed
about 29.2%, 16.5%, and 15.3%, respectively, in the overall import value of pesticides. The components
of the others accounted for the remaining share of 39.0% on average in terms of import value.
186Chart 25: Segment-Wise Pesticides Import Value (in Rs. Million)
5
5 0 9 7 4 2 8 1 9 0 9 8 ,2 4 1 9 3 ,4 3 2 1 7 8 0 3
6
7
,5
5 3 5 6 ,8 3 3 1 8 3 1 6
5
6
5 ,0 5 9 7 8 ,8 3 3 1 9 2 9 3 ,1
9
1 9 ,6 4 6 5 0 ,8 3 7 3 2 0 4 7 5 7 6 ,7 3
,6 ,0 ,0 ,4 ,9 ,2 ,1 ,5 3 ,1 ,9
2 1 1 1 1 2 2 2 2 1
2019-20 2020-21 2021-22 2022-23 2023-24
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.)
3.13. Review of state wise pesticide (chemical and bio pesticide) used dynamics in India
(2023-24)
Trend in Chemical Pesticides Consumption
The domestic consumption of chemical pesticides declined at a CAGR of 2.7% from 62 thousand tonnes
in 2019-20 to 55 thousand tonnes in 2023-24. This was due to the impact of new-age agrochemicals
where the active ingredient or formulation was at a lower dosage per acre.
Chart 26: Trend in Chemical Pesticides Consumption in India (technical grade) (‘000 tonnes)
62 62 59 54 55
2019-20 2020-21 2021-22 2022-23 2023-24
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.
3.14. 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 a significant share of 2% and 15%, respectively.
Telangana accounted for around 8% of overall chemical pesticide consumption. Following this, Haryana,
West Bengal, Rajasthan, Andhra Pradesh, Karnataka, Tamil Nadu, and Gujarat contributed to the range
of around 3%-8%. Others (which include remaining states and UTs) accounted for 5% of the total
chemical pesticide consumption during 2023-24.
187Chart 27: State-Wise Consumption of Chemical Pesticides in India during 2023-24 (technical
grade) (in %)
Chhattisgarh, 3%
Others, 5%
West Bengal, 7% Gujarat, 3%
Andhra Pradesh,
Haryana, 7%
3%
Karnataka, 3%
Uttar Pradesh,
Maharashtra,
20%
15%
Punjab,
9% Orissa, 2%
Telangana, 8%
Tamil Nadu, 3%
Rajasthan, 3%
Source: Directorate of Plant Protection, Quarantine & Storage
3.15. Commodity wise consumption of chemical pesticides (2023-24)
Pesticides are used and applied across a variety of commodities which include cereals, vegetables, pulses,
oilseeds, fruits, plantation, cash crops, fibre, and others.
Chart 28: Commodity-Wise Consumption of Chemical Pesticides (Technical Grade) (Metric
Tonnes)
2019-20 2023-24
2422.9360,7 .32 996.30, Cereal 6304.89, 996.30, Cereal
16%
1%, 6% 2% 2307.32, 2%
Vegeta
6304.89 6% Vegetab
ble
le
, 16% Pulse 242.96,
Pulse
1%
17109.2 Oilseed 17109.2 Oilseed
7, 42% 7, 42%
Fruit Fruit
Plantati Plantati
on on
1422.09 Cash Cash
, 3% 4379.46 Crop 1422.09, Crop
3%4084.00,
3499.95 , 11% 4379.46,
4084.00 10%
, 9% 11%
, 10%
3499.95,
9%
Source: Directorate of Plant Protection, Quarantine & Storage
Of the total commodities covered by chemical pesticides, cereals account for most of the share,
contributing around 42% on average during the five-year period 2019-20 to 2023-24. 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 (4%), plantations (1%), and others (2%).
3.16. Commodity wise consumption of bio-pesticides (2023-24)
188Among bio-pesticides, cereals account for the largest share with 29% on average during the five-year
period 2019-20 to 2023-24. Following this, pulses, vegetables, and oilseeds contributed to the range of
about 11%-16% on average. The use of bio-pesticides in cash crops accounted for about 9%. The other
commodities that have a relatively smaller share include fruits with 5%, plantations with 4% and fibres
with 2%.
Chart 29: Commodity-Wise Consumption of Bio-Pesticides (Technical Grade) (Metric Tonnes)
2019-20 2023-24
328.56, 314.50,
Cereal 75.77, Cereal
9% 199.00, 9%
2%
5% Vegeta 506.58, Vegetab
207.44, 14%
1463%.94, b Pl ue
lse
l Pe
ulse
4%
982.44,
Oilseed Oilseed
27% 1292.89,
36%
Fruit 123.95, Fruit
488.31,
4%
826.96, 13% Plantati Plantati
22% on 561.15, on
179.75, Cash 166.28, 16% Cash
5% 317.07, Crop 5% Crop
9%
176.41, 324.80,
5% 9%
Source: Directorate of Plant Protection, Quarantine & Storage
3.17. Consumption trend of overall pesticides
Pesticide consumption in India has fluctuated over the past five years, ranging from 24,233 MT in 2020-
21 to a peak of 27,705 MT in 2021-22. The decline in 2020-21 could be linked to pandemic-related
disruptions, while the rebound in 2021-22 suggests increased agricultural activity. Consumption dipped
again in 2022-23 to 24,978 MT, possibly due to lower pest incidence or shifts towards alternative pest
management practices. A slight recovery to 25,333 MT in 2023-24 indicates stabilization in pesticide
usage.
Chart 30: Consumption trend of overall pesticides (Metric Tonne)
27,705
27,038
25,333
24,978
24,233
2019-20 2020-21 2021-22 2022-23 2023-24
Source: Directorate of Plant Protection, Quarantine & Storage; Data includes Chemical and Bio-pesticides both
1893.18. Areas under cultivation and use of chemical and bio-pesticides (2023-24)
The area available for agriculture 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 2020 to 2024, the area under cultivation has increased at a CAGR of 1.8%. Whereas the area under
cultivation using bio-pesticides has a negative CAGR of 3.2% 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 1.2% from 2020 to 2024. The government’s thrust towards increasing the usage
of organic pesticides is expected to augur well for bio-pesticides compared to chemical pesticides.
Chart 31: Areas under Cultivation and Use of Chemical and Bio-Pesticides
6 5
2 5 5 ,8
9 ,1
5 9 5
,8 8
,1
5 7 8 ,5
9 ,1
3 9 ,9 0
,2
4 4 ,3 1
,2
0
) e r a t c e h
0
0 0
5 3 0 ,8 0 ,1 9 8 2 ,1 1 ,1 2 4 0
,6
9
1 1 ,8 1 ,1 4 9 3 ,3 1 ,1
'
n
i(
6 3 6 ,4
1
4 1 0 ,4
1
8 6 8 ,6
1
0 8 8 ,3
1
3 3 8 ,2
1
2019-20 2020-21 2021-22 2022-23 2023-24
Area under Cultivation ('000 hectare) Areaunder chemical pesticides ('000 hectare)
Area under bio pesticides ('000 hectare)
Source: Directorate of Plant Protection, Quarantine & Storage
4. Crop Nutrient Industry
4.1. Overview of nutrient industry and classification of fertilizers
The crop nutrition industry primarily consists of fertilizers (chemical, organic and bio-fertilizers) and
bio-stimulants.
Overview and Types of Fertilizers
Fertilizer is any material of natural or synthetic origin that is applied to plant tissues or soil to supply
plant nutrients. For most modern agricultural practices, fertilization focuses on three main
macronutrients: Nitrogen (N), Phosphorous (P), and Potassium (K).
Fertilizers are mainly classified as:
a. Chemical fertilizers
b. Organic fertilizers
c. Biofertilizers
190Chart 32: Classification of Fertilizers
Source: CareEdge Research based on Industry Sources
Chemical fertilizers are the artificial fertilizers manufactured in the industries. Some examples of
chemical fertilizers are ammonium phosphate and potassium sulphate. Chemical fertilizers are further
classified into urea and non-urea fertilizers. The total production of chemical fertilizers as of March 2023
was 48.6 million tonnes. Of this, 28.5 million tonnes was urea, and 20.1 million tonnes was non-urea
fertilizers.
Biofertilizers are substances containing microbes that enhance plant nutrition or increase nutrient
availability in soils. For example, azospirillum and rhizobium.
Organic fertilizers 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.
4.2. Overview of the bio fertilizers industry
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.
azospirillum, rhizobium, etc. They are regulated under the Fertiliser Control Order (FCO).
The global agrochemical industry is witnessing a notable shift towards bio-based agrochemicals, driven
by stringent environmental regulations, growing consumer demand for sustainable farming, and
government support for organic agriculture. Bio-pesticides and bio-fertilizers are gaining traction across
Europe, North America, and Japan, where regulatory frameworks favour reduced chemical usage in
farming. In Europe, the European Green Deal and Farm to Fork strategy aims to cut chemical pesticide
use by 50% by 2030, accelerating the demand for bio-based alternatives. Similarly, North America is
experiencing strong market growth, with the U.S. Environmental Protection Agency (EPA) fast-tracking
approvals for bio-pesticides. Japan, known for its precision agriculture, is rapidly adopting microbial and
plant-based bio-products to enhance soil health and crop yields while minimizing chemical residue.
191India, with its abundant bio-resources, cost-effective manufacturing, and established agrochemical
industry, is well-positioned to emerge as a global hub for bio-based agrochemicals. The country is already
a key producer and exporter of neem-based pesticides, microbial bio-control agents, and organic
fertilizers, benefiting from strong R&D capabilities and government incentives promoting sustainable
farming. With increasing global demand and a push towards self-reliance in agriculture, India can
leverage its production strengths, expand its export market, and cater to rising global demand for eco-
friendly crop protection and nutrition solutions.
Bio-fertilisers are primarily classified into two types:
• Bacterial Bio-fertilisers
• Fungal Bio-fertilisers
Chart 33: 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 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 copious 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:
➢ 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.
192➢ It is a relatively more effective and widely used biofertilizer. 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.
• Azotobacter:
➢ It is a common soil bacterium. Soil organic matter is a crucial factor that decides the growth of
this bacteria.
➢ It is well known as a free-living nitrogen-fixing aerobic bacterium and is used as a biofertilizer
for all non-leguminous plants, especially rice, cotton, vegetables, etc.
• Azospirillum:
➢ This is known to have a close associative symbiosis with the higher plant system.
➢ 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 phosphorus 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 phosphorus is to optimize crop
production and minimize the loss of phosphorus from soil.
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 phosphorus
to optimize crop production, minimize loss of phosphorus, and protect plants from nematodes or worms.
• Vesicular Arbuscular Mycorrhiza (VAM):
➢ VAM associates symbiotically with the roots of the plants and helps in increased absorption of
phosphorus. It is an effective soil inoculant. Mycorrhizae in nature are obligatory and require a
living host for its survival.
➢ 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 biofertilizer for fibre and sugar crops, cereals, millets, pulses, fruits, vegetables, etc.
Another type of fungal biofertilizer 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
• Should be easily sterilizable
• Available in low-cost and ample amounts
• Provide good adhesion to seeds
193• 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
4.3. Usage of bio-fertilizers 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 nitrogen levels).
1. 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.
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 2023-24 is 137.8 million tonnes as per the Ministry of Agriculture and
Farmers Welfare. Andhra Pradesh accounts for around 8% of the total rice production in India.
194Chart 34: Production Trend of Rice in India (million tonnes)
137.8
135.8
129.5
124.4
118.7
116.5
2018-19 2019-20 2020-21 2021-22 2022-23 2023-24
Source: National Food Security Mission, Ministry of Agriculture & Farmers’ Welfare
2. 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 35: Production Trend of Cotton in India (in ‘000 tonnes)
1 6 6 ,5 5 0 2 ,6 2 9 9 ,5 0 9 2 ,5 2 2 7 ,5 9 2 5 ,5 7 8 0 ,5
2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Source: Cotton Association of India
Note: * indicates estimate
The production of cotton was 5,529 thousand tonnes in 2023-24 and 5,087 thousand tonnes in 2024-25.
In addition to crops like rice and cotton, chilli also requires high levels of nitrogen for its growth.
3. 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 maturity is delayed. It also delays flowering by 5 days while
application of phosphorous reduces flowering days to 13 days.
195Chart 36: Production Trend of Chilli in India
3,062.8
2,817.6
T 1,976.4
M
1,754.7
1,671.0
0
0
0
'
n
I
2017-18 2018-19 2019-20 2020-21 2023-24
Source: APEDA (Agricultural and Processes food products Export Development Authority)
India’s chilli production has shown a remarkable recovery, climbing from 1.97 million tonnes in 2020-
21 to 2.82 million tonnes in 2023-24 a growth of over 43%. This rebound is largely attributed to Southern
states, led by Andhra Pradesh, which nearly doubled its output to 1.21 million tonnes. Key drivers include
the adoption of high-yielding hybrid varieties, improved irrigation infrastructure (like drip systems and
Mission Kakatiya in Telangana), and state-specific horticulture subsidies that incentivized chilli farming.
Telangana and Karnataka also saw steady gains due to better rainfall patterns, technological support, and
a shift toward commercial cultivation with export potential. In contrast, West Bengal's production fell
sharply from 105.8 in 2018-19 to 16.4 thousand tonnes in 2023-24, likely due to a shift to alternative
crops, erratic monsoons, or pest outbreaks that affected farmer preferences. Similarly, states like Gujarat
and Assam showed marginal or inconsistent output due to limited irrigation coverage and lower market
access.
State-wise production trend:
States 2017-18 2018-19 2019-20 2020-21 2023-24
Andhra Pradesh 992.9 630.0 805.0 796.7 1,212.9
Telangana 681.6 369.0 436.4 536.5 794.4
Karnataka 520.3 194.8 129.2 147.1 280.6
Madhya Pradesh 489.1 217.7 208.6 315.6 301.6
Odisha 138.3 69.3 69.3 69.3 89.0
West Bengal 100.3 105.8 8.6 7.8 16.4
Gujarat 44.1 21.4 18.9 23.4 36.1
Assam 41.2 19.0 21.9 20.2 21.7
Punjab 28.2 1.8 17.0 17.6 23.1
Uttar Pradesh 25.2 24.0 11.8 12.1 29.6
Total 3,062.8 1,671.0 1,754.7 1,976.4 2,817.6
Source: APEDA (Agricultural and Processes food products Export Development Authority); Top common states considered
4.4. Key growth drivers of biofertilizers industry
➢ Introduction and promotion of modern 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.
196• 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 enhance the overall performance of the
farmers, crops 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
manoeuvre 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 crops.
➢ 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 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,
197or 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, the National
Centre for Organic Farming (NCOF) and the Indian Council of Agricultural Research (ICAR) organize
regular training courses and frontline demonstrations 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 biofertilizer 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 products
Strong and recognizable brands are crucial in the industry, as they enhance customer trust and credibility.
The brands not only instil 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 37: Composition of Average Monthly Chart 38: Composition of Average Monthly
Income of Agricultural Households in % Income of Agricultural Households in %
(2013) (2019)
198Income from wage
1 salary
Net receipt from
8 cultivation 6
Net receipt from
12 Income fom wage 16 cultivation
salary 40
48
Net receipt from
Net receipt from farming of animals
farming of animals
32
Net receipt from
37
Net receipt from non-farm business
non-farm 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 income among 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 remains very low due to which usage of pesticides also remains lower compared to developed
nations. The 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 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)
4.5. Target market
The Indian crop nutrient market targets diverse segments, including small and marginal farmers (80-85%
of Indian farmers), who need affordable and accessible solutions for small landholdings, and medium to
large farmers, who invest in balanced and specialty fertilizers for yield optimization.
Key crop categories include cereals (e.g., rice, wheat, maize) with high demand for nitrogen-based
fertilizers like urea, cash crops (e.g., sugarcane, cotton) requiring balanced nutrients, horticultural crops
(e.g., fruits, vegetables) driving demand for specialty nutrients like water-soluble fertilizers, and
plantation crops (e.g., tea, coffee) focusing on long-term soil health.
Regionally, Northern India sees heavy fertilizer use for cereals, Southern India demands micronutrients
for horticulture, Eastern India focuses on balanced fertilization to address urea overuse, and Western
India favors specialty fertilizers for high-value crops.
199Market growth is driven by India’s rising population and food demand, soil health awareness through
government initiatives, a shift to high-value crops like horticulture and cash crops, and technological
advancements such as precision farming and fertigation. Products in demand include traditional
fertilizers (e.g., urea, DAP, MOP), micronutrients (e.g., zinc, boron), specialty fertilizers (e.g., water-
soluble, biofertilizers), and plant growth regulators (PGRs), which are increasingly popular in high-value
horticulture.
4.6. Key challenges for the bio fertilizers industry
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. Also, companies have been educating the farmers about the benefits of agrochemicals
and their safe usage. This is further expected to increase the demand for pesticides.
• Also, companies are 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.
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.
4.7. Overview of mini and micronutrient
Nutrients are the building blocks for plant growth, with mini and micronutrients playing a critical role in
ensuring crop health and productivity. While macronutrients like nitrogen, phosphorus, and potassium
are required in large amounts, mini and micronutrients are needed in smaller quantities but are equally
essential for plant development.
• Mini Nutrients
Definition: Sometimes used interchangeably with secondary nutrients, mini nutrients include elements
like calcium (Ca), magnesium (Mg), and sulphur (S), which plants require in moderate amounts.
200Functions:
Calcium: Strengthens cell walls and improve root development.
Magnesium: Key component of chlorophyll, vital for photosynthesis.
Sulfur: Essential for protein synthesis and enzyme function.
Sources: Gypsum (Ca), Epsom salts (Mg), elemental sulfur or sulfate-based fertilizers.
• Micronutrients
Definition: Nutrients required in trace amounts for critical physiological processes in plants.
Examples: Zinc (Zn), Iron (Fe), Copper (Cu), Boron (B), Manganese (Mn), Molybdenum (Mo), and
Chlorine (Cl).
Functions:
Zinc: Aids in hormone production and enzyme activation.
Iron: Essential for chlorophyll formation and oxygen transport.
Boron: Supports cell wall integrity and flowering.
Manganese: Helps in nitrogen assimilation and photosynthesis.
Molybdenum: Vital for nitrogen fixation in legumes.
4.8. Overview on Plant Growth Regulator (PGR)
Plant Growth Regulators (PGRs) are chemicals that influence the growth and development of plants.
They act similarly to hormones in humans and animals, modifying physiological processes such as cell
division, elongation, flowering, and fruiting. PGRs can be naturally occurring (plant hormones) or
synthetic.
Types of PGRs and Their Functions
1. Auxins
Function: Promote cell elongation, root initiation, and apical dominance (the main stem grows more
dominantly than side branches).
Examples: Indole-3-acetic acid (IAA), Indole-3-butyric acid (IBA).
Applications: Used in rooting powders, tissue culture, and to prevent premature fruit drop.
2. Gibberellins (GAs)
Function: Stimulate stem elongation, seed germination, flowering, and fruit development.
Examples: Gibberellic acid (GA3).
Applications: Used to increase fruit size in grapes, break seed dormancy, and promote flowering in
certain crops.
2013. Cytokinins
Function: Promote cell division, delay leaf senescence (aging), and enhance nutrient mobilization.
Examples: Zeatin, Kinetin, 6-Benzylaminopurine (BAP).
Applications: Used in tissue culture to promote shoot growth and to delay aging in leafy vegetables.
4. Ethylene
Function: Regulates fruit ripening, leaf and flower senescence, and stress responses.
Examples: Ethrel (Ethephon).
Applications: Used to accelerate ripening in fruits like bananas and mangoes.
5. Abscisic Acid (ABA)
Function: Induces seed dormancy, helps plants withstand drought by closing stomata, and regulates
stress responses.
Examples: Naturally occurring in plants; synthetic analogs are less common.
Applications: Used to improve drought tolerance and manage water stress in plants.
Benefits of Using PGRs in Agriculture
▪ Improved Crop Yield: Optimizes growth processes and maximizes productivity.
▪ Enhanced Quality: Controls fruit size, shape, and ripening.
▪ Stress Tolerance: Helps plants survive adverse conditions like drought or salinity.
▪ Growth Control: Manages plant size and shape, especially in ornamental plants.
5. 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 better
management of pesticides. With this in view, it is proposed to replace the Insecticides Act, 1968, with
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 enable the central government to make rules relating to the way 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.
Proposal to Ban Certain Molecules in India
202The 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 State Governments enforce the Insecticide
Act.
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.
203Also, the government has proposed a steep hike in registration fees for pesticides. The price hike
proposed is Rs. 5000 to Rs. 4,50,000.
The government is in the process of replacing the old legislation with the proposed Pesticides
Management Bill, 2020.
Central Insecticides Board - Established Under Section 4 of the Insecticides Act, 1968
Objectives
a. The Central Insecticides Board advises the Central Government and State Governments on
technical matters arising out of the administration of this Act and to conduct the other functions
assigned to the Board by or under this Act.
b. 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 based on 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. Conduct such other functions as are supplemental, incidental or consequential to any of the
functions conferred by the Act or the Rules.
The Central Insecticides Board has framed by-laws. The by-laws require the Central Insecticides Board
to meet at least once in 6 months.
6. 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:
1. Agri Infrastructure Fund
2. Agricultural Mechanization
3. Changes in Disaster Relief Standards
4. Creation of a Start-up Ecosystem in agriculture and allied sector
5. Fixing MSP at one-and-a-half times the cost of production
6. Improvement in farm produce logistics, Introduction of Kisan Rail
7. Income support to farmers through PM KISAN
8. Increase in procurement from farmers
9. Institutional credit for the agriculture sector
10. Micro Irrigation Fund
11. National Bee and Honey Mission (NBHM)
12. Neem Coating of Urea
13. Pradhan Mantri Fasal BimaYojana (PMFBY)
14. Pradhan Mantri Krishi Sinchai Yojana (PMKSY)
15. Promotion of FPOs Scheme
16. Promotion of organic farming in the country
20417. Providing Soil Health Cards to farmers
18. Setting up of E-NAM extension Platform
19. 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 benefit from setting up eligible infrastructure projects.
7. Key growth drivers for pesticide market
• 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 the 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 the 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 conducts 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 environmentally 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
205productivity 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, Aquaculture:
The demand for specialized agrochemicals is rising in horticulture, floriculture, and aquaculture, driven
by the need for higher yields and export-quality produce. Horticulture is seeing increased use of precision
agrochemicals, such as bio-stimulants and residue-free pesticides, to meet global standards. In
floriculture, growth regulators and anti-fungal treatments enhance flower quality and shelf life.
Aquaculture is adopting water conditioners and disease-prevention solutions for improved productivity.
Additionally, crop-specific nutrient blends are gaining traction to enhance soil health and boost quality
in export-oriented crops like grapes and tea, aligning with strict MRL requirements in global markets.
• 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 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.
Global policies like the EU Green Deal and China’s agrochemical restrictions are reshaping Indian
agrochemical exports by increasing demand for low-residue and eco-friendly products. The EU Green
Deal’s Farm to Fork strategy, aiming to cut pesticide use by 50% by 2030, is pushing Indian exporters
to develop biopesticides and low-toxicity formulations that comply with stringent MRL norms. Similarly,
China’s tightening of agrochemical regulations has disrupted supply chains, presenting opportunities for
Indian manufacturers to capture market share in active ingredients and formulations.
India, with its strong R&D base and cost-effective production, is well-positioned to adapt to the global
transition by expanding its portfolio of bio-based agrochemicals, residue-free formulations, and precision
nutrients. This shift can strengthen India's presence in regulated markets, ensuring long-term
sustainability in exports.
• Expanding Market for Specialized Agrochemicals Driven by Regulatory Shifts and Advanced
Formulations
The global agrochemical industry is witnessing a shift towards safer, high-performance solutions across
herbicides, fungicides, insecticides, and plant growth regulators (PGRs), driven by evolving regulatory
frameworks, resistance management strategies, and precision agriculture. The growing adoption of
herbicide-tolerant crops and rising labor shortages are fuelling demand for pre-emergent and selective
herbicides, while glyphosate restrictions in the EU are creating opportunities for alternative formulations.
206Similarly, the fungicide market is expanding due to climate-driven disease outbreaks, particularly in
high-value export crops, boosting demand for low-residue and bio-fungicides. Insecticides are
undergoing a transformation as regulatory restrictions on organophosphates push demand toward safer,
residue-free molecules, particularly in horticulture and floriculture. Meanwhile, the PGR segment is
gaining momentum as precision farming and yield optimization solutions become increasingly crucial in
protected cultivation, hydroponics, and stress tolerance management.
To meet evolving market demands, agrochemical companies are backward integrating into technical
production, enhancing cost efficiency, and ensuring raw material security. The formulation industry is
also shifting towards customized crop-specific blends that cater to diverse agricultural needs. With
multinational players outsourcing to India for its cost-efficient production and strong R&D ecosystem,
the country is poised to capitalize on technical exports, contract manufacturing, and eco-friendly crop
protection solutions aligned with international quality standards.
7.1. Impact of COVID-19 on Agrochemicals Industry
The COVID-19 pandemic significantly disrupted the agrochemical industry’s supply chain, raw material
sourcing, and demand patterns. Supply chain bottlenecks, caused by lockdowns and logistics restrictions,
led to delays in raw material imports, especially from China, which supplies key active ingredients (AIs)
and intermediates. This resulted in cost escalations and temporary shortages, impacting production
schedules.
On the demand side, the pandemic initially caused uncertainties, but agriculture remained resilient, with
sustained demand for agrochemicals as farming activities continued. However, shifts in cropping
patterns, labour shortages, and logistical constraints affected the availability and distribution of fertilizers
and pesticides. As markets stabilized, demand rebounded, with increased focus on sustainable and bio-
based solutions, accelerated by global food security concerns. The pandemic also pushed Indian
manufacturers to diversify sourcing strategies, reduce dependence on China, and strengthen domestic
production capabilities to enhance supply chain resilience.
8. Threats and Challenges
The pesticide and agriculture industry, including organic farming, faces several challenges due to
environmental concerns, market dynamics, and evolving consumer preferences. Here is an overview:
1. Environmental and Health Concerns
Pesticide Overuse: Excessive or improper use leads to soil degradation, water pollution, and harm to
non-target species like pollinators (e.g., bees).
Health Risks: Residual pesticides in food can pose health risks to consumers and farmworkers
increasing scrutiny from regulators.
Climate Change: Altered pest dynamics and extreme weather conditions make it harder to develop
and apply effective crop-protection strategies.
2. Regulatory Challenges
Stringent Regulations: Increasingly strict global and domestic regulations limit the use of certain
pesticides, pushing companies to invest in safer alternatives.
Ban on Hazardous Chemicals: Phasing out older, cheaper pesticides affects product portfolios and
increases costs for manufacturers.
3. Organic Farming Challenges
Lower Yields: Organic farming often results in reduced crop yields, making it difficult to compete
with conventional methods.
Limited Crop-Protection Options: Organic farmers rely on natural alternatives, which may not
always be as effective against severe infestations.
Supply Chain Bottlenecks: Ensuring an organic-certified supply chain is complex and resource-
intensive.
4. Consumer Behaviour and Market Dynamics
207Growing Consumer Awareness: Consumers demand pesticide-free or residue-free produce,
pressuring farmers to shift to integrated pest management (IPM) or organic methods.
Premium Pricing for Organics: Higher costs for organic products limit market penetration,
especially in price-sensitive markets.
Rise of Alternatives: Biopesticides, integrated pest management (IPM), and precision agriculture are
emerging as substitutes, challenging traditional pesticide markets.
5. Economic Challenges
Cost Pressures: Rising raw material prices and production costs impact profit margins.
Market Competition: Intense competition from generic pesticide manufacturers and local players
reduces pricing power.
Small Landholdings: Fragmented farming in countries like India limits large-scale adoption of
advanced crop-protection solutions.
6. Resistance Development
Pest Resistance: Over time, pests develop resistance to chemical pesticides, rendering them
ineffective and forcing industry to invest in research for new formulations.
7. Sustainability Pressures
Demand for Green Chemistry: Growing focus on sustainable agricultural practices requires
significant investments in developing environmentally friendly products.
Soil Health Depletion: Excessive pesticide use affects soil microbiota and fertility, making
sustainability a key concern.
9. 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.
• Advance Agrolife Private Limited
Advance Agrolife, founded in 2002, is a company engaged in the manufacturing and distribution of
agrochemicals, including insecticides, fungicides, herbicides, and plant growth regulators. The company
offers its products under in-licensed, proprietary, and generic brands, catering to B2B clients. Advance
Agrolife operates three manufacturing facilities in Jaipur, India, which are equipped with quality testing
labs. The company holds over 400 product registrations and specializes in sulphur-based formulations.
It focuses on providing eco-friendly and safe solutions for crop enhancement, with an emphasis on
integrated pest and chemical management.
Advance Agrolife Private Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net Sales (Rs. Million) 3978.06 4558.99 5022.60
Operating profit (EBITDA) (Rs. Million) 250.56 389.01 476.29
Operating margin (in %) 6.30% 8.53% 9.48%
Net profit (Rs. Million) 148.68 247.32 256.38
Net profit margin (in %) 3.74% 5.42% 5.10%
Total debt (Rs. Million) 251.80 453.84 792.45
Debt -to- Equity 0.50 0.60 0.79
Return on Capital Employed (ROCE) (in %) 39.99% 41.06% 34.87%
Interest coverage (in times) 8.61 10.42 7.48
Return on Equity (ROE) (in %) 29.38% 32.86% 25.42%
Asset Turnover Ratio (in times) 2.22 1.76 1.43
Source: Company disclosures, CareEdge Research
208• India Insecticides Limited
Insecticides (India) Limited (IIL), established in 1996, is engaged in the manufacturing and formulation
of agrochemicals, including insecticides, herbicides, fungicides, and plant growth regulators. The
company operates with a manufacturing capacity of 60 lakh litres and offers around 100 products,
catering to both domestic and international markets. IIL exports its products to approximately 30
countries.
Insecticides India Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net Sales (Rs. Million) 18013.29 19663.86 19999.50
Operating profit (EBITDA) (Rs. Million) 1221.18 1628.62 2217.92
Operating margin (in %) 6.78% 8.28% 11.09%
Net profit (Rs. Million) 632.11 1023.65 1420.19
Net profit margin (in %) 3.51% 5.21% 7.10%
Total debt (Rs. Million) 1590.70 831.99 996.22
Debt -to- Equity 0.17 0.08 0.09
Return on Capital Employed (ROCE) (in %) 10.38% 13.53% 17.81%
Interest coverage (in times) 7.23 13.14 29.08
Return on Equity (ROE) (in %) 6.88% 10.10% 13.09%
Asset Turnover Ratio (in times) 1.06 1.15 1.05
Source: Company disclosures, CareEdge Research
• Indogulf Cropsciences Limited
Indogulf Cropsciences Limited, established on January 22, 1993, operates under three primary business
verticals: crop protection, plant nutrients, and biologicals. The company manufactures a comprehensive
range of products in various formulations, including water dispersible granules (WDG), suspension
concentrate (SC), capsule suspension (CS), ultra-low volume (ULV), emulsion in water (EW), soluble
granule (SG), and flowable suspension (FS), available in powder, granules, and liquid forms.
Indogulf Cropsciences Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net Sales (Rs. Million) 5496.56 5522.34 5904.21
Operating profit (EBITDA) (Rs. Million) 488.76 594.09 642.83
Operating margin (in %) 8.89% 10.76% 10.89%
Net profit (Rs. Million) 224.23 282.33 314.72
Net profit margin (in %) 4.08% 5.11% 5.33%
Total debt (Rs. Million) 1892.18 1545.62 2204.32
Debt -to- Equity 0.93 0.67 0.80
Return on Capital Employed (ROCE) (in %) 17.77% 18.82% 17.84%
Interest coverage (in times) 3.60 3.78 3.98
Return on Equity (ROE) (in %) 11.03% 12.19% 11.43%
Asset Turnover Ratio (in times) 1.06 1.02 0.86
Source: Company disclosures, CareEdge Research; H1 Financials not available
• 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
209chemicals 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 FY23 FY24 FY25
Net Sales (Rs. Million) 5242.97 6541.03 9510.44
Operating profit (EBITDA) (Rs. Million) 411.27 629.42 747.77
Operating margin (in %) 7.84% 9.62% 7.86%
Net profit (Rs. Million) 268.60 443.76 348.25
Net profit margin (in %) 5.12% 6.78% 3.66%
Total debt (Rs. Million) 524.17 1118.87 1155.55
Debt -to- Equity 0.17 0.31 0.29
Return on Capital Employed (ROCE) (in %) 11.61% 13.93% 12.62%
Interest coverage (in times) 17.39 17.69 4.55
Return on Equity (ROE) (in %) 8.52% 12.35% 8.83%
Asset Turnover Ratio (in times) 1.21 1.16 1.30
Source: Company disclosures, CareEdge Research
• Best Agrolife Limited
Best Agrolife Limited, established in 1992, is a agrochemical company in India, offering a
comprehensive range of crop protection and food safety solutions. The company operates through three
primary business segments: Technicals, Formulations, and Branded Products, focusing on herbicides,
insecticides, fungicides, and plant growth regulators.
Best Agrolife Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net Sales (Rs. Million) 17456.78 18733.19 18143.10
Operating profit (EBITDA) (Rs. Million) 3136.58 2255.89 2002.40
Operating margin (in %) 17.97% 12.04% 11.04%
Net profit (Rs. Million) 1921.46 1062.67 698.90
Net profit margin (in %) 11.01% 5.67% 3.85%
Total debt (Rs. Million) 5576.46 6277.24 4666.00
Debt -to- Equity 1.06 0.97 0.62
Return on Capital Employed (ROCE) (in %) 50.04% 27.67% 19.93%
Interest coverage (in times) 7.51 3.14 2.47
Return on Equity (ROE) (in %) 36.44% 16.42% 9.23%
Asset Turnover Ratio (in times) 1.18 0.93 0.93
Source: Company disclosures, CareEdge Research
• NACL Industries Limited
NACL Industries Limited, formerly known as Nagarjuna Agrichem Limited, is a prominent Indian
agrochemical company specializing in the manufacturing and marketing of crop protection products.
Established in 1993 as Chemagro International Limited, the company has evolved into a trusted brand
within the farming community. The company has a wide range of formulations, including insecticides,
fungicides, herbicides, plant growth regulators, and nematicides, catering to diverse agricultural needs.
NACL Industries Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net Sales (Rs. Million) 21155.10 17787.30 12545.20
Operating profit (EBITDA) (Rs. Million) 1939.00 180.20 -628.70
210NACL Industries Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Operating margin (in %) 9.17% 1.01% -5.01%
Net profit (Rs. Million) 335.40 -588.90 -0.92
Net profit margin (in %) 1.59% -3.31% -0.01%
Total debt (Rs. Million) 7208.40 7886.50 3959.40
Debt -to- Equity 1.26 1.54 0.93
Return on Capital Employed (ROCE) (in %) 21.96% -0.10% -15.65%
Interest coverage (in times) 3.71 -0.01 -1.29
Return on Equity (ROE) (in %) 5.84% -11.52% -0.02%
Asset Turnover Ratio (in times) 1.10 0.98 0.99
Source: Company disclosures, CareEdge Research
• PI Industries Limited
PI Industries Limited, founded in 1946, is a leading Agri-sciences company in India, specializing in the
manufacturing and distribution of agrochemicals, specialty fertilizers, and seeds. The company's product
portfolio includes insecticides, herbicides, fungicides, and plant health products, serving both domestic
and international markets. PI Industries operates at three manufacturing facilities in Gujarat and a
dedicated Research & Development centre in Udaipur, Rajasthan, focusing on delivering innovative
solutions across the Agri-chem value chain.
PI industries Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net Sales (Rs. Million) 64920.00 76658.00 79778.00
Operating profit (EBITDA) (Rs. Million) 15489.00 20252.00 21833.00
Operating margin (in %) 23.86% 26.42% 27.37%
Net profit (Rs. Million) 12295.00 16815.00 16602.00
Net profit margin (in %) 18.94% 21.94% 20.81%
Total debt (Rs. Million) 0.00 1279.00 1117.00
Debt -to- Equity 0.00 0.01 0.01
Return on Capital Employed (ROCE) (in %) 20.27% 16.53% 20.62%
Interest coverage (in times) 39.93 64.16 65.91
Return on Equity (ROE) (in %) 17.08% 19.26% 16.35%
Asset Turnover Ratio (in times) 0.76 0.57 0.65
Source: Company disclosures, CareEdge Research
• Sharda Cropchem Limited
Sharda Cropchem Limited, founded in 1987, is a prominent Indian agrochemical company specializing
in the marketing and distribution of crop protection chemicals, including insecticides, fungicides,
herbicides, and biocides, serving both domestic and international markets. The company also deals in
dyes, dye intermediates, and general chemicals, further diversifying its product offerings. With a global
presence, Sharda Cropchem operates in regions including Europe, NAFTA, Latin America, and India.
Sharda Cropchem Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net Sales (Rs. Million) 40451.57 31630.25 43198.53
Operating profit (EBITDA) (Rs. Million) 6430.92 2828.60 5955.74
Operating margin (in %) 15.90% 8.94% 13.79%
Net profit (Rs. Million) 3419.83 319.06 3044.18
211Sharda Cropchem Limited (Consolidated)
Financial indicators FY23 FY24 FY25
Net profit margin (in %) 8.45% 1.01% 7.05%
Total debt (Rs. Million) 29.65 33.75 0.00
Debt -to- Equity 0.00 0.00 0.00
Return on Capital Employed (ROCE) (in %) 18.29% 3.07% 13.89%
Interest coverage (in times) 96.51 20.86 180.67
Return on Equity (ROE) (in %) 15.32% 1.43% 12.17%
Asset Turnover Ratio (in times) 0.93 0.78 0.91
Source: Company disclosures, CareEdge Research
• GSP Cropscience Limited
GSP Crop Science Limited, established in 1985, is an Indian agrochemical company engaged in the
manufacturing and marketing of crop protection solutions, including insecticides, herbicides, fungicides,
and plant growth regulators. The company operates multiple manufacturing facilities in Gujarat with a
strong focus on backward integration to ensure quality and cost efficiency. The company caters to both
domestic and international markets.
GSP Crop Science Limited (Consolidated)
Financial indicators FY22 FY23 FY24 H1FY25*
Net Sales (Rs. Million) 11913.07 12033.09 11521.61 7034.56
Operating profit (EBITDA) (Rs. Million) 1293.19 785.44 1243.38 1079.78
Operating margin (in %) 10.86% 6.53% 10.79% 15.35%
Net profit (Rs. Million) 723.08 175.73 555.40 658.69
Net profit margin (in %) 6.07% 1.46% 4.82% 9.36%
Total debt (Rs. Million) 3202.34 3242.57 2354.38 2889.63
Debt -to- Equity 0.68 0.89 0.64 0.66
Return on Capital Employed (ROCE) (in %) 20.46% 13.02% 25.85% 20.21%
Interest coverage (in times) 5.08 1.63 3.25 7.04
Return on Equity (ROE) (in %) 15.43% 4.83% 14.99% 15.09%
Asset Turnover Ratio (in times) 0.95 1.06 1.18 0.53
Source: Company disclosures, CareEdge Research
Note: H1FY25 figures are the latest available financials provided by the company
Benchmarking Based on Financial Parameters
1. Revenue
Rising demand for agrochemicals has led to a constant rise in revenues for industry players. Amongst
the peers, the revenue for Advance Agrolife has grown at a robust CAGR rate of 35% over FY22 to
FY24 while other players have delivered consistent returns.
CAGR (FY23-
Revenue FY23 FY24 FY25
FY25)
Dharmaj Crop Guard Limited 5,243 6,541 9,510 35%
Advance Agrolife Limited 3,978 4,559 5,023 12%
Best Agrolife Limited 17,457 18,733 18,143 2%
NACL Industries 21,155 17,787 12,545 -23%
PI Industries 64,920 76,658 79,778 11%
Sharda Cropchem Limited 40,452 31,630 43,199 3%
GSP Cropscience Limited 12,033 11,522 N/A N/A
212CAGR (FY23-
Revenue FY23 FY24 FY25
FY25)
Insecticides India Limited 18,013 19,664 19,999 5%
Indogulf Cropscience Limited 5,497 5,522 5,904 4%
2. Operating Profit Margin
While the operating profit margin is seen declining for most companies amongst the peer set, companies
such as Advance Agrolife and PI Industries have shown continuous growth in margins reflecting
resilience against the headwinds by mitigating the costs and increased efficiency.
Operating Margin FY23 FY24 FY25
Dharmaj Crop Guard Limited 7.84% 9.62% 7.86%
Advance Agro Limited 6.30% 8.53% 9.48%
Best Agrolife Limited 17.97% 12.04% 11.04%
NACL Industries 9.17% 1.01% -5.01%
PI Industries 23.86% 26.42% 27.37%
Sharda Cropchem Limited 15.90% 8.94% 13.79%
GSP Cropscience Limited 6.53% 10.79% N/A
Insecticides India Limited 6.78% 8.28% 11.09%
Indogulf Cropscience Limited 8.89% 10.76% 10.89%
3. Net Profit Margin
The net margin trend shows a significant decline for multiple companies display owing to rising costs
and prices. However, the net margin for most of the companies has increased in FY24, reflecting resilient
performance compared to previous years.
Net Profit Margin FY23 FY24 FY25
Dharmaj Crop Guard Limited 5.12% 6.78% 3.66%
Advance Agro Limited 3.74% 5.42% 5.10%
Best Agrolife Limited 11.01% 5.67% 3.85%
NACL Industries 1.59% -3.31% -0.01%
PI Industries 18.94% 21.94% 20.81%
Sharda Cropchem Limited 8.45% 1.01% 7.05%
GSP Cropscience Limited 1.46% 4.82% N/A
Insecticides India Limited 3.51% 5.21% 7.10%
Indogulf Cropscience Limited 4.08% 5.11% 5.33%
4. Debt to Equity Ratio
The debt-to-equity ratio trend reflects a generally low leverage for most companies, with most showing
moderate debt usage. For Advance Agrolife, the ratio has remained stable, suggesting a cautious
approach to debt, with no significant changes in financial leverage over the years.
Debt-to-Equity Ratio FY23 FY24 FY25
Dharmaj Crop Guard Limited 0.17 0.31 0.29
Advance Agro Limited 0.50 0.60 0.79
Best Agrolife Limited 1.06 0.97 0.62
NACL Industries 1.26 1.54 0.93
PI Industries 0.00 0.01 0.01
Sharda Cropchem Limited 0.00 0.00 0.00
GSP Cropscience Limited 0.89 0.64 N/A
213Debt-to-Equity Ratio FY23 FY24 FY25
Insecticides India Limited 0.17 0.08 0.09
Indogulf Cropscience Limited 0.93 0.67 0.80
5. Return on Capital Employed
Return on Capital Employed (ROCE) measures a company's efficiency at generating profits. Companies
such as Advance Agrolife has shown consistent growth and delivered robust returns over the last three
years maintaining the figure above 30%.
Return on Capital Employed (%) FY23 FY24 FY25
Dharmaj Crop Guard Limited 11.61% 13.93% 12.62%
Advance Agro Limited 39.99% 41.06% 34.87%
Best Agrolife Limited 50.04% 27.67% 19.93%
NACL Industries 21.96% -0.10% -15.65%
PI Industries 20.27% 16.53% 20.62%
Sharda Cropchem Limited 18.29% 3.07% 13.89%
GSP Cropscience Limited 13.02% 25.85% N/A
Insecticides India Limited 10.38% 13.53% 17.81%
Indogulf Cropscience Limited 17.77% 18.82% 17.84%
6. 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, Advance Agrolife interest coverage ratio
stands at 10.4x.
Interest Coverage Ratio FY23 FY24 FY25
Dharmaj Crop Guard Limited 0.11 0.06 0.04
Advance Agro Limited 8.61 10.42 7.48
Best Agrolife Limited 7.51 3.14 2.47
NACL Industries 3.71 -0.01 -1.29
PI Industries 39.93 64.16 65.91
Sharda Cropchem Limited 96.51 20.86 180.67
GSP Cropscience Limited 1.63 3.25 N/A
Insecticides India Limited 7.23 13.14 29.08
Indogulf Cropscience Limited 3.60 3.78 3.98
7. Return on Equity
Return on Equity (ROE) assesses a company’s efficiency in generating profits for its shareholders.
Although ROE varies across companies due to differing capital structure, many industry players have
experienced significant fluctuations. Advance Agrolife has delivered the highest returns and has
consistently maintained above 25%. The ROE for this company rose to ~33% in FY24.
Return on Equity (%) FY23 FY24 FY25
Dharmaj Crop Guard Limited 8.52% 12.35% 8.83%
Advance Agro Limited 29.38% 32.86% 25.42%
Best Agrolife Limited 36.44% 16.42% 9.23%
NACL Industries 5.84% -11.52% -0.02%
PI Industries 17.08% 19.26% 16.35%
Sharda Cropchem Limited 15.32% 1.43% 12.17%
214Return on Equity (%) FY23 FY24 FY25
GSP Cropscience Limited 4.83% 14.99% N/A
Insecticides India Limited 6.88% 10.10% 13.09%
Indogulf Cropscience Limited 11.03% 12.19% 11.43%
8. Asset Turnover Ratio
The Asset Turnover Ratio reflects how efficiently a company utilizes its assets to generate revenue.
Advance Agrolife has maintained a stable ratio. For FY24, the ratio for Advance Agrolife stood at 1.76x.
Asset Turnover Ratio FY23 FY24 FY25
Dharmaj Crop Guard Limited 1.21 1.16 1.30
Advance Agro Limited 2.22 1.76 1.43
Best Agrolife Limited 1.18 0.93 0.93
NACL Industries 1.10 0.98 0.99
PI Industries 0.76 0.57 0.65
Sharda Cropchem Limited 0.93 0.78 0.91
GSP Cropscience Limited 1.06 1.18 N/A
Insecticides India Limited 1.06 1.15 1.05
Indogulf Cropscience Limited 1.06 1.02 0.86
215OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 24 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 36, 296 and 350, 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 period ended March 31 of that particular year.
Unless otherwise indicated or the context otherwise requires, the financial information included herein is based
on or derived from our Restated Financial Statement included in this Prospectus. For further information, see
“Restated Financial Statement” on page 296. Additionally, see “Definitions and Abbreviations” on page 1 for
certain terms used in this section. Unless the context otherwise requires, in this section, references to “we”, “us”
and “our” “our Company” or “the Company” or "AAL" refer to Advance Agrolife Limited.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Industry Report on Agrochemical Sector” dated March 24, 2025 and updated in August 2025 (the
“CareEdge Report”) prepared and issued by CARE Analytics and Advisory Private Limited (“CareEdge
Research”), appointed by us on November 5, 2024, and exclusively commissioned and paid for by us in connection
with the Issue. CareEdge Research is an independent agency which has no relationship with our Company, our
Promoters or any of our Directors or KMPs or SMPs. The data included herein includes excerpts from the
CareEdge Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data
or information (which may be relevant for the proposed Issue), that have 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.advanceagrolife.com until the Bid/Issue Closing Date. For more information, see “Risk Factors – Certain
sections of this Prospectus disclose information from the CareEdge Report which has been commissioned and
paid for by us exclusively in connection with the Issue and any reliance on such information for making an
investment decision in the Issue is subject to inherent risks” on page 77.
OVERVIEW
We are an agrochemical company engaged in manufacturing a wide range of agrochemical products that support
the entire lifecycle of crops. Our products are designed for use in the cultivation of major cereals, vegetables, and
horticultural crops across both agri-seasons (Kharif and Rabi) in India. As on the date of March 31st 2025, we
have received four hundred and ten (410) generic registrations comprising of three hundred and eighty (380)
Formulation Grade registration and thirty (30) Technical Grade registration for the agrochemicals.
Our major product portfolio includes insecticides, herbicides, fungicides, plant growth regulators. We also
manufacture other agrochemical products such as micro-nutrient fertilizers and bio fertilizers. Further, as on date,
we manufacture Technical Grade and Formulation Grade agrochemicals products through our integrated
Manufacturing Facilities. Technical Grade refer to the raw, unprocessed forms of active ingredients used in the
production of agrochemical formulations such as pesticides, herbicides, fungicides, and fertilizers
(“Technicals/Technical Grade”). Formulations Grade are finished products that combine active ingredients,
which target pests, weeds, or plant diseases, with additives that enhance performance, stability, and usability
(“Formulations/Formulation Grade”). These components are carefully blended in specific proportions to
achieve well-defined target characteristics, ensuring effective crop protection solutions. We manufacture
formulation grade agrochemical in various forms such as water dispersible granules (“WDG”), suspension
concentrate (“SC”), emulsifiable concentrate (“EC”), capsule suspension, Wettable Powder (“WP”), etc.
Our products are primarily sold domestically through direct sales to corporate customers on B-2-B basis, across
the country, particularly in nineteen (19) states and two (2) union territories. In addition to serving domestic
market, our products were also exported to seven (7) countries including UAE, Bangladesh, China (including
Hong Kong), Turkey, Egypt, Kenya and Nepal during the Fiscal 2025, Fiscal 2024 and Fiscal 2023. The following
216table sets forth a breakdown of our revenues from operations in India and our revenue from operations outside
India, in absolute terms and as a percentage of total revenue from operations, for the periods indicated:
(₹ in millions except for percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % to the Revenue % to the Revenue % to the
total total total
revenue revenue revenue
Domestic Revenue 4,921.11 97.98% 4301.95 94.36% 3634.28 91.36%
Export Revenue 98.07 1.95% 251.42 5.51% 336.34 8.45%
Others* 3.42 0.07% 5.62 0.12% 7.44 0.19%
Total Revenue 5,022.60 100.00% 4558.99 100.00% 3978.06 100.00%
from Operations
*others include export incentive received
*As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025.
Note: The Company’s export revenue as a percentage of total revenue from operations declined from 8.45% in Fiscal 2023 to 5.51% in Fiscal
2024, and further to 1.95% in the Fiscal 2025 due to Trade tensions with Bangladesh, a key market, which led to regulatory hurdles and a
reduction in export share from 2.36% in Fiscal 2023 to 0.69% in Fiscal 2025. Lower offtake from Dubai-UAE, where exports declined from
5.56% in Fiscal 2023 to 0.60% in Fiscal 2025, mainly due to increased competition from regional suppliers and tighter import controls by
distributors.
We supply our products to corporate customers who market them under their own brand names and their sales
strategies. These customers utilize their distribution networks and market presence to ensure widespread
availability of our agrochemical solutions. By leveraging their reach and expertise, our products effectively serve
farmers and agricultural businesses across diverse regions, supporting crop protection and growth on a large scale.
Some of our marquee corporate customers include DCM Shriram Limited, IFFCO MC Crop Science Private
Limited, Indogulf Cropsciences Limited, Mankind Agritech Private Limited, HPM Chemicals And Fertilizers
Limited, ULink AgriTech Private Limited, amongst other.
As of for Fiscal 2025, Fiscal 2024, and Fiscal 2023, we served 849, 1,194 and 1,135 corporate customers,
respectively. In Fiscal 2025, out of the total 849 corporate customers, 94 have been associated with us for more
than three (3) years, demonstrating the strength, reliability, and longevity of our business relationships. Our ability
to maintain long-term partnerships is a testament to our consistent product quality, customer-centric approach,
and commitment to innovation in the agrochemical industry.
Since year 2008, we have manufactured 2,33,197.06 MT of agrochemical products. For the Fiscals 2025, Fiscal
2024, and Fiscal 2023, we manufactured a total of 44,276.76 MT, 40,021.56 MT and 34,343.79 MT of
Formulation and Technical (from October 2025) Grade agrochemical product, generating revenue of ₹5,019.18
million, ₹4,553.38 million and ₹3,970.62 million, respectively.
We primarily operate through our manufacturing facilities cumulatively admeasuring approximately 49,543.35
Sq.m (including the open area), located at; (i) E-39, RIICO Industrial Area, Bagru (ext.), Jaipur – 303 007,
Rajasthan, India (“Manufacturing Facility I”); (ii) 712/1, Vill. Dahami Khurd, post Dahami Kalan, Jaipur – 303
007, Rajasthan, India (“Manufacturing Facility II”); and (iii) 713/4, Vill. Dhami Khurd, Bagru, Jaipur – 303
007, Rajasthan, India (“Manufacturing Facility III”) (the Manufacturing Facility I, Manufacturing Facility II
and Manufacturing Facility III together, “Manufacturing Facilities”). Our Manufacturing Facilities are
strategically located with the availability of transportation ensuring convenient transportation of our products. Our
manufacturing facilities are equipped with advanced equipment including 2-4D amine salt glass-lined reactors,
glass-lined reactors, PP spiral cylindrical vertical reactors, reactor vessels, and high-capacity spray dryers (160
and 250), among others. As on Fiscal 2025, our total installed capacity stood at 89,900 MTPA. For details, see
“History and Certain Corporate Matters” and “Our Business – Capacity Utilization” on page 264 and 241. Our
Manufacturing Facilities are supported by robust infrastructure, including dedicated storage for raw materials and
finished goods.
We consider our quality control procedures to be the cornerstone of our business operations. Our commitment to
quality is reinforced by three (3) in-house laboratories equipped for comprehensive testing and quality control.
These laboratories ensure that all our products comply with regulatory standards, industry specifications, and
customer expectations through rigorous analyses conducted at different stages of production. Additionally, we
have a dedicated quality control department responsible for maintaining the quality of both raw materials and
217finished products. This team plays a crucial role in monitoring, evaluating, and continuously improving our
manufacturing and quality assurance processes. By implementing stringent quality control measures, we aim to
enhance product reliability, regulatory compliance, and customer satisfaction, strengthening our reputation as a
trusted agrochemical manufacturer.
As on the date of this Prospectus, we are accredited with ISO 9001:2015 – Quality Management System for
manufacturing and supply of pesticides, herbicides, fungicides and micronutrients and ISO 14001: 2015 –
Environmental Management System certification for manufacturing and supply of pesticides, herbicides,
fungicides and micro-nutrients. By integrating the quality and environmental management systems, we uphold
industry standards, enhance operational sustainability, and minimize our environmental footprint while delivering
high-quality agrochemical products. For further details, see “History and Certain Corporate Matters” and
“Government and Other Approval” on page 264 and 391 respectively.
We commenced our commercial operations in 2002 with small-scale production, initially focused on mixing
micro-nutrient fertilizers. During the period from 2002 to 2007, we gained significant experience in agrochemical
industry and market dynamics, which laid the foundation for our expansion. We established our Manufacturing
Facility I in 2007 and this facility served as the foundation of our manufacturing capabilities, enabling us to cater
to the agricultural sector's demand for essential crop nutrition solutions while laying the groundwork for
subsequent product diversification and capacity expansion.We started the production of two formulation products,
i.e. granules and dust pesticide formulation.In the year 2012, we further diversified our formulation portfolio with
the introduction of WP (Wettable Powder), WDG (Water Dispersible Granules), EC (Emulsifiable Concentrate),
and SC (Suspension Concentrate). Further, in the year 2018, we established Manufacturing Facility II to
strengthen our sulphur-based formulation capabilities, including the production of Sulphur 80% WDG, supported
by spray drying facility. To meet growing demand, we established Manufacturing Facility III in 2023, further
expanding our formulation-based production capacity. Post September 2024, we expanded our portfolio to include
Technical grade agrochemical products by implementing a backward integration strategy, transitioning
Manufacturing Facility I to focus solely on Technical-grade manufacturing, while shifting all formulation grade
production to Manufacturing Facility II and Manufacturing Facility III. This strategic restructuring enabled us to
streamline operations, strengthen in-house raw material supply, and enhance overall efficiency in technical-grade
production, reinforcing our commitment to operational excellence and sustainable growth.
Further up to Fiscal 2023, we were also engaged in selling agrochemical products directly to end consumers.
Initially, the Company was operating in B2B and B2C segment. However, in April 2024, the Company had shifted
all the B2C marketing activities to HOK Agrichem Private Limited and post April 2024, the Company is operating
in only B2B segment. To consolidate our business operations, enhance control and monitoring, and streamline
processes, we are proposing to acquire HOK Agrichem Private Limited. For details, see “Our Business – Our
Strategies” on page 226.
We are led by our Promoters, particularly Om Prakash Choudhary and Kedar Choudhary, who possess collective
experience of over two decades in the agrochemical sector and have been intimately involved in our business.
Our Promoters continue to remain actively involved in our operations and continue to bring their vision, business
acumen and leadership to our Company, which has been instrumental in sustaining our business operations and
growth. We are also supported by qualified and experienced Key Managerial Personnel and Senior Management
Personnel who have demonstrated their ability to anticipate and capitalize on changing market trends, manage
and grow our operations and leverage and deepen customer relationships. For further details, see “Our Promoters
and Promoter Group” and “Our Management” on page 288 and 273, respectively. As of July 15, 2025, our
work force includes 269 employees on our payroll and 543 contract workers.
Financial performance indicators
Our key financial performance indicator for, Fiscal 2025, Fiscal 2024 and Fiscal 2023 are detailed below.
(₹ in million except for percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) 5,022.60 4,558.99 3,978.06
EBITDA(2) 482.45 402.11 252.23
EBITDA Margin(3) (in %) 9.61% 8.82 6.34
218Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net Profit after tax (4) 256.38 247.32 148.68
Net Profit Margin(5) (in %) 5.10% 5.42 3.74
Return on Net Worth(6) (in %) 29.11% 39.30 34.46
Return on Capital Employed(7) (in %) 27.02% 37.62 34.38
Debt-Equity Ratio(8) 0.80 0.60 0.50
Days Working Capital(9) 74 55 48
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Notes:
1. Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Statements.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the
profit/ (loss) before exceptional items and tax for the fiscal/period and adding back finance costs, depreciation, and amortization
expense.
3. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
4. Net Profit after tax represents the restated profits of our Company after deducting all expenses.
5. Net Profit margin is calculated as restated net profit after tax for the fiscal/period divided by revenue from operations.
6. Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of the
fiscal/period divided by Average Net worth as at the end of the fiscal/period. Average net worth means the average of the net worth of
current and previous fiscal/period. Net worth means the aggregate value of the paid-up share capital and other equity.
7. Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed. Average capital
employed is calculated as average of the total equity, including non-controlling interest, total debt (including borrowings and lease
liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and previous fiscal/period.
8. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings,
including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity and non-controlling
interest.
9. Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents and bank
balances less current liabilities excluding short term borrowings and current lease liabilities) by revenue from operations multiplied
by the number of days in the fiscal/period (365).
Market Opportunity
• 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 2024-25 the agriculture sector is the largest employer of the workforce and accounted for a sizeable
18.0% 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.
• 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 2020-21 to 2024-25, the GVA for agriculture
increased at a CAGR of 3.7% from Rs. 19,943 billion in 2019-20 to Rs. 24,760 billion billion in 2024-
25.
• During 2019-2024, the market size of the global crop protection & nutrition industry grew at a CAGR
of 6.2% 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.
• 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. The APAC region holds the maximum market share with 42% in consumption
followed by by Europe & South America at 18%. North America jointly accounted for 17% in 2024.
• India, the world's fourth-largest producer of crop-protection chemicals, stands as a foundation of the
global agricultural landscape, trailing only the USA, Japan, and China. Contributing to 14% of the global
market share, India’s crop-protection industry not only bolsters the nation’s economy but also drives
growth in its agricultural sector. By enhancing crop yields and minimizing losses, the sector plays a
pivotal role in meeting the food demands of both domestic and international markets.
• A key player in global exports, India’s crop-protection sector is charting a sustainable path forward.
From eco-conscious manufacturing and supply chain practices to innovative product development, these
efforts are vital for safeguarding biodiversity while advancing agricultural productivity.
(Source: CareEdge Report)
219Our Customer Presence
We have successfully expanded our reach across nineteen (19) states and two (2) union territories in India. In
addition to serving the domestic market, our products were exported to seven (7) countries, including the UAE,
Bangladesh, China (including Hong Kong), Turkey, Egypt, Kenya, and Nepal, during Fiscal 2025, Fiscal 2024,and
Fiscal 2023
Company’s International Customer Network Presence
220OUR KEY STRENGTHS
We believe that we benefit from the following competitive key strengths:
Established, integrated manufacturing setup at strategic location
As on date of RHP we have three Manufacturing Facilities spread across a cumulative 49,543.35 sq.m of land at
Jaipur, Rajasthan, having total annual installed capacity of 89,900 MTPA. Our Manufacturing Facilities are
equipped with advanced machinery and equipment that enable the production of both Technicals and Formulations
while optimizing operational efficiency. The automation and technology integrated into our Manufacturing
Facilities reduce manual intervention, enhance consistency, and productivity in manufacturing. This streamlined
approach allows us to maintain cost efficiency, improve output quality, and scale production effectively to meet
market demand.
We continuously strive to optimize operational efficiency and expand our product portfolio through advancements
in manufacturing, technology, and process improvements. To strengthen our capabilities, we have recently added
insecticides and fungicides manufacturing and implemented a backward integration strategy, transitioning
Manufacturing Facility I exclusively to Technical-grade manufacturing, while shifting Formulation production to
Manufacturing Facility II and Manufacturing Facility III. This restructuring streamlined operations, strengthened
in-house raw material supply, and enhanced overall efficiency.
The establishment of our Technical Grade agrochemical manufacturing capability at Manufacturing Facility I,
which commenced operations in late September 2024, marks a key milestone in our growth journey. This strategic
addition enhances our backward integration and strengthens our overall production infrastructure. By enabling in-
house production of high-quality Technical Grade agrochemicals, raw material for our downstream Formulation
Grade products, we are advancing toward greater self-reliance, supply chain control, and manufacturing
efficiency. This step aligns with our long-term goal of building a fully integrated, scalable, and resilient
manufacturing ecosystem. With this facility now operational, we are able to meet a portion of our internal demand
for Technical Grade inputs, reducing dependence on external suppliers and minimizing exposure to supply chain
disruptions and price volatility. Greater control over raw material sourcing supports improved production
planning, cost optimization, and consistent product quality. Beyond serving internal needs, the facility positions
us to tap into new commercial opportunities. This dual capability i.e. supporting our own production while
opening new revenue streams, is expected to enhance our market positioning and long-term competitiveness.
Our integrated production process provides operational flexibility, allowing us to customize Formulation Grade
221and adapt production to meet specific customer requirements. This enables us to modify our product mix in
response to changing market conditions, ensuring that we remain agile and responsive to industry demands.
Our Manufacturing Facilities are supported by storage infrastructure for raw materials and finished goods, along
with comprehensive quality control systems. We have three (3) in-house laboratories that ensure compliance with
regulatory standards, industry specifications, and customer expectations through rigorous testing at various
production stages. Additionally, our quality control department oversees raw material and finished product
quality, continuously monitoring and improving manufacturing processes to uphold the highest standards.
We set out below the quantities of our agrochemical products produced at our Manufacturing facilities for the
period indicated herein.
(in MT)
Products Agrochemical Product
Fiscal 2025 44,276.76
Fiscal 2024 40,021.56
Fiscal 2023 34,343.79
Note: As Technical Grade production commenced in September 2024, the production data provided pertains solely to Formulation
Gradechemicals.
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
(in MT)
Plant growth
Products Fungicides Herbicides Insecticides Technicals
regulators
Fiscal 2025 24,989.30 8,862.48 8,994.04 44.57 1,386.37
Fiscal 2024 28,703.19 3,621.12 7,393.06 304.19 -
Fiscal 2023 24,631.21 1,703.93 6,721.77 1,286.89 -
#Technicals includes production of the Herbicides and other are all the formulations products i.e. fungicides (includes fertilizers),herbicides,insecticides and pgr
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Our Manufacturing Facility in Rajasthan is strategically located to serve key agricultural belt states, including
Punjab, Uttar Pradesh, Haryana, Madhya Pradesh, and Gujarat. These regions are among the most agriculturally
intensive in India, driving significant demand for agrochemical products.
Our major revenue is derived from the northern belt of India which includes some of the major agricultural states
of the country including Uttar Pradesh, Madhya Pradesh, Maharashtra, Punjab, Haryana and Gujarat. With these
states being predominantly agricultural states, our established presence in such states and our experience helped
us strengthen our relationships with existing customers and suppliers as well as resulting in strong financial
performance during the last three Fiscals.
We set out below our revenue in the major agricultural belts states of India for the last three Fiscals.
(₹ in millions except for percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % to the Revenue % to the Revenue % to the
total total total
revenue revenue revenue
Uttar Pradesh 522.66 10.41% 723.27 15.86% 743.20 18.68%
Madhya Pradesh 199.72 3.98% 171.99 3.77% 152.99 3.85%
Maharashtra 203.57 4.05% 129.13 2.83% 52.42 1.32%
Rajasthan 1,676.99 33.39% 1,152.92 25.29% 991.15 24.92%
Punjab 264.84 5.27% 258.64 5.67% 195.89 4.92%
Haryana 664.68 13.23% 593.14 13.01% 500.22 12.57%
Gujarat 686.66 13.67% 534.94 11.73% 371.68 9.34%
Total 4,219.12 84.00% 3,564.03 78.16% 3,007.55 75.60%
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Further, our Manufacturing Facilities are strategically located at Bagru in Jaipur Rajasthan, India which is close
222to the National Highway (NH 48). The connectivity to our Manufacturing Facility is set forth below:
Nearest City Jaipur – 26.40 km
Nearest Railway Station Jaipur Railway Station - 27.20 km
Nearest Airport Jaipur International Airport – 32.80 km
Nearest highway State Highway NH 48 – 1.7 km
Nearest Port Mundra Port - 884 KM
Our strategic location near major highways and transportation networks facilitates efficient distribution, ensuring
timely and reliable delivery of our products to agricultural businesses. Its proximity to key transport routes enables
us to adapt swiftly to market demands, seasonal fluctuations, and evolving agricultural requirements while
optimizing logistics, reducing transit times, and lowering transportation costs. Additionally, our location enhances
logistics management and cost efficiency, streamlining both raw material procurement and product distribution,
ultimately strengthening supply chain performance, service reliability, and operating margins.
Diversified product portfolio of agrochemical products
We are a B2B agrochemical company engaged in the manufacturing of a diverse range of agrochemical products
that support the entire crop lifecycle. Our products are used in the cultivation of major cereals, vegetables, and
horticultural crops across both Kharif and Rabi seasons in India. We manufacture both Technical Grade and
Formulation Grade agrochemical through our integrated Manufacturing Facilities. Our product portfolio includes
insecticides, herbicides, fungicides, plant growth regulators and other products such as micro-nutrient fertilizers
and bio fertilizers.
We believe that our product registration portfolio plays a vital role to enable us to expand our market presence
and introduce new products, mixtures, and variants. We actively identify high-demand generic agrochemicals and
assess their market potential, strategically securing registrations under Section 9(4) of the Insecticides Act to
ensure compliance and market readiness. As on the March 31st 2025, we have obtained four hundred and ten (410)
generic registrations, including three hundred and eighty (380) Formulation Grade registrations and thirty (30)
Technical Grade registrations for our agrochemical products. This registration base allows us to diversify our
product offerings, reduce dependency on specific segments, and strengthen our competitive position in the
industry. Our focus on expanding regulatory approvals not only enhances our ability to cater to a broad customer
base but also provides a strategic advantage in both domestic and international markets, driving long-term growth
and sustainability.
As of the date of this Prospectus, we have obtained registrations for our formulation grade agrochemical products
in Thirteen (13) Indian states, enabling us to legally distribute, and supply our products across these regions. This
regulatory approval strengthens our market reach and positions us to effectively cater to the demand for
agrochemical solutions across multiple states, supporting farmers and agricultural businesses with a diverse
product portfolio. For the Fiscals 2025, Fiscal 2024, and Fiscal 2023, we manufactured a total of 44,276.76 MT,
40,021.56 and MT, 34,343.79 MTof Formulation Grade agrochemical product, generating revenue of ₹5,019.18
million, ₹4,553.38 million and ₹3,970.62 million, respectively.
Our diversified product portfolio reduces dependency on any single product, mitigating risks and ensuring stable
revenue streams. By utilizing our customers' reach and expertise, our products effectively support farmers and
agricultural businesses across diverse regions, contributing to crop protection and agricultural growth on a large
scale. The details of revenue generated from our products for the Fiscals 2025, 2024, and 2023, including the
percentage contribution of each product category to total revenue, are provided below.
(₹ in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % to the Revenue % to the Revenue % to the
total total total
revenue revenue revenue
Formulation Grade
Insecticides 1,565.88 31.18% 1,468.04 32.20% 1,326.00 33.33%
Herbicides 1,719.69 34.24% 1,414.62 31.03% 795.92 20.01%
Fungicides 1,548.40 30.83% 1,507.72 33.07% 1,552.17 39.02%
223Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % to the Revenue % to the Revenue % to the
total total total
revenue revenue revenue
Plant growth 22.17 0.44% 15.92 0.35% 48.21 1.21%
regulators
Technical Grade
Herbicides 47.13 0.94% - - - -
Others# 119.33 2.38% 152.69 3.35% 255.76 6.43%
Total 5,022.60 100.00% 4558.99 100.00% 3978.06 100.00%
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
#Others include formulation grade(micro-nutrient fertiliser, bio fertilisers) and export incentives
Our diverse product portfolio, encompassing a wide range of agrochemical solutions, enables us to meet the
evolving needs of our corporate customers while staying aligned with shifting market trends and regulatory
requirements. By continuously expanding and refining our offerings, we strive to ensure that our customers have
access to high-quality, innovative, and effective crop protection solutions that support farmers in enhancing
agricultural productivity.
This adaptability not only strengthens our customer relationships and market presence but also gives us a
competitive edge, allowing us to respond proactively to emerging agricultural challenges and industry
advancements. Our ability to cater to varied customer demands across different crops and geographies positions
us as a reliable partner in the agrochemical sector, enhancing our ability to compete effectively with industry rivals
and sustain long-term growth.
Established customer base and strong relationships
We believe that we have established strong customer relations in the course of over 23 years of operating
experience. We believe that one of the key factors differentiating us from our competitors is the quality of our
products and customer centric approach of offering products meeting the customers’ specifications. We believe
that this approach has helped us to not only grow our business but has also nurtured and expanded our market
presence in the industry in which we operate.
Additionally, we also manufacture agrochemical products based on customer requirements and specifications,
ensuring that our offerings align with their specific needs, formulations, and market preferences. This flexibility
allows us to serve a diverse customer base, offering customized solutions that enhance product effectiveness and
market competitiveness. By tailoring our production to meet precise specifications, we strengthen corporate
relationships, reinforce our commitment to quality and innovation, and enhance our ability to adapt to dynamic
industry demands.
During Fiscal Years 2025, Fiscal 2024, and Fiscal 2023, we served over 849, 1,194 and 1,135 corporate customers,
respectively. Among these, approximately 94 customers have been with us for over 3 years, and 26 customers for
over 5 years. Customers with over 3 years and 5 years of association contributed ₹1,951.90 million and ₹1,226.17
million to our revenue from operations, which represented 38.89% and 24.43% of our total revenue from
operations in Fiscal 2025.
We majorly cater the domestic market and have also exported our products to seven (7) countries during the
Fiscals Years 2025, 2024 and 2023. We exported our products to countries such as, UAE, Bangladesh, China
(including Hong Kong), Turkey, Egypt, Kenya and Nepal. During Fiscals Years 2025, 2024 and 2023, our revenue
from sale of products outside India amounted to ₹98.07 million, ₹251.42 million and ₹336.34 million representing
1.95%, 5.51% and 8.45% of our Company’s revenue from operations respectively. Further, we have supplied
samples of our products to international market of Indonesia, Turkey and Bangladesh.
Our long-term association with our key customers also offers significant competitive advantages such as revenue
visibility, industry goodwill and quality assurance. Set forth below are the details of contribution towards our
revenue from our top 5 and top 10 customers in last three Fiscals.
224Particulars As on Fiscal 2025 As on Fiscal 2024 As on Fiscal 2023
Amount (in ₹ As a Amount (in ₹ As a Amount (in ₹ As a
million) percentage of million) percentage of million) percentage of
revenue from revenue from revenue from
operations operations operations
(in %) (in %) (in %)
Top 5 2,595.13 51.70% 1,757.37 38.55% 1,340.61 33.70%
customers
Top 10 3,486.97 69.47% 2,503.36 54.91% 1,847.43 46.44%
customers
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
Following table gives details of our revenue generated from some of our long standing customers:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of revenue Amount % of Amount % of revenue
(in ₹ million) from (in ₹ million) revenue (in ₹ million) from
operations from operations
operations
DCM Shriram ₹480.56 9.57% ₹472.31 10.36% ₹624.92 15.71%
Limited
(Unit: Shriram
Fertilizers and
Chemicals)
Country India India India
Client type Corporate Corporate Corporate
More than 10 More than 9 More than 8
Length of Relationship
years years years
Crystal Crop ₹243.70 4.86% ₹286.14 6.28% ₹275.85 6.93%
Protection Limited
Country India India India
Client type Corporate Corporate Corporate
More than 5 More than 4 More than 3
Length of Relationship
years years years
Indogulf ₹56.69 1.13% ₹36.53 0.80% ₹29.21 0.73%
Cropsciences
Limited
Country India India India
Client type Corporate Corporate Corporate
More than 5 More than 4 More than 3
Length of Relationship
years years years
We believe that the recognition of our product quality has enabled us to penetrate the agrochemicals market and
cater the new customers in addition to our existing customer network.
Strong Promoters and experienced management team
We are driven by a qualified and dedicated management team, which is led by our Board of Directors. Our
Promoters, namely Om Prakash Choudhary and Kedar Choudhary have been associated with the Company since
the year 2005 and 2016 respectively and have played a significant role in the development of our business. Our
Promoters play a pivotal role in formulating business strategies, driving innovation, integrating systems, processes
and technologies, diversification and expansion of business, and commitment to customer-focused approach. Our
Board of Directors comprises not only our Promoters but also accomplished professionals from diverse industries.
Their expertise and experience assist our decision-making processes and drive our success. We believe this
composition gives us a competitive edge as we expand into existing markets, explore new opportunities, and
position ourselves for sustained growth.
Our management approach is collaborative and function-oriented, and we believe this to be critical to our
competitive advantage. Our management team’s collective experience and capabilities enable us to understand
and anticipate market trends, manage our business operations and growth, leverage customer relationships and
respond to changes in customer preferences. We will continue to leverage on the experience of our management
225team and their understanding of the agrochemical sector, to take advantage of current and future market
opportunities. For further details, see “Our Promoters and Promoter Group” and “Our Management” on page
288 and 273. With the support of a qualified pool of employees including our quality assurance team, we have
collectively demonstrated an ability to manage and grow our operations.
We believe that with the combination of our Promoters, our management as well as our qualified pool of
employees and their experience and expertise in the agrochemical sector has provided us with a competitive
advantage and enabled us to maintain the consistency in our financial performance on year-on-year basis.
Track Record of healthy growth
We have demonstrated consistent growth in terms of revenues and profitability. Onwards year 2008, we have
demonstrated consistent growth in terms of revenues and profitability. Our revenue from operations has grown
from ₹26.37 million in Fiscal 2008 to ₹5,022.60 million in Fiscal 2025 registering a CAGR of 36.18% in the last
17 years.
Similarly, our profit after tax has grown from ₹0.23 million in Fiscal 2008 to ₹256.38 million in Fiscal 2025,
registering a CAGR of 51.09% in the last 17 years.
The significant growth of our business during the last three Fiscals have contributed significantly to our financial
strength.
Our Company achieved revenue from operations of ₹5,022.60 million in Fiscal 2025, ₹4,558.99 million in Fiscal
2024and ₹3,978.06 million in Fiscal 2023. Our revenue from operations has grown at a CAGR of 12.36% between
Fiscal 2023 and Fiscal 2025. Our key financial performance indicator for Fiscal Years 2025, Fiscal 2024 and
Fiscal 2023 are detailed below.
(₹ in million except for percentages)
Parameter Fiscal 2025 Financial Year Financial Year
2024 2023
Revenue from operations 5,022.60 4,558.99 3,978.06
EBITDA 482.45 402.11 252.23
EBITDA Margin (%) 9.61% 8.82% 6.34%
Restated Profit after Tax 256.38 247.32 148.68
PAT Margin (%) 5.10% 5.42% 3.74%
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
We believe that we have been able to maintain our financial growth, due to an efficient business model. We strive
to maintain a robust financial position with emphasis on having a strong balance sheet. Our balance sheet enables
us to fund our strategic initiatives, pursue opportunities for growth and better manage unanticipated cash flow
variations.
Further, we believe that we have built a resilient business model that has allowed us to navigate through challenges
with resilience and continue to grow our business through adverse events such as the Indian banknote
demonetization in 2016, and COVID-19 pandemic.
We believe that our financial performance, demonstrates not only the growth of our operations over the years, but
also the effectiveness of our management, our well-established customer relationship and cost monitoring that we
have implemented. Among other things, our strong financial position and results of operations have enabled us to
enhance scale of operation.
OUR STRATEGIES
Strengthening our foothold in our existing markets and expanding our customer base
We believe that our long-standing relations with our diverse customer base position us well to increase wallet
share with our existing customers, while continuing to focus on expanding our customer base for our domestic
business as well as international business. Several of our customers have been associated with our Company for
over 10 years. Our customers include agrochemical companies such as DCM Shriram Limited, IFFCO MC Crop
226Science Private Limited, Indogulf Cropsciences Limited, Crystal Crop Protection Limited, Mankind Agritech
Private Limited, HPM Chemicals And Fertilizers Limited, ULink AgriTech Private Limited, amongst other. On
account of these factors, we garnered a strong customer base over Fiscals Years 2025, 2024 and 2023. We sold
our products to 849 customers, 1194 customers, and 1,135 customers overall during the Fiscals Years 2025, 2024
and 2023, respectively. We have our international presence with customers spread across countries such as UAE,
Bangladesh, Hong Kong, China, Turkey, Egypt, Kenya and Nepal for the Fiscals 2025, 2024 and 2023. Moreover,
we have supplied samples of our products to International market of Indonesia, Bangladesh and Turkey.
We intend to focus on expanding our customer base, deepen relationships with existing customers by improving
our existing products, and also increasing the number of products that we manufacture. We aim to continue to
maintain a strong track record of repeat orders from our existing customers as well as expand and strengthen our
relationships as part of our organic growth efforts.
The following table sets forth a breakdown of our revenues from operations from the various states/union
territories of India and internation market, in absolute terms and as a percentage of total revenue from operations,
for the periods indicated;
(in millions)
Particulars For the Fiscals
2025 2024 2023
Amount % of Amount % of revenue Amount % of
revenue from revenue
from operations from
operations operations
Andhra Pradesh 85.06 1.69% 69.87 1.53% 37.52 0.94%
Assam 2.16 0.04% 1.04 0.02% 0.85 0.02%
Bihar 96.90 1.93% 64.23 1.41% 41.32 1.04%
Chhattisgarh 55.17 1.10% 54.66 1.20% 58.94 1.48%
Delhi 17.95 0.36% 24.09 0.53% 14.17 0.36%
Gujarat 686.66 13.67% 534.94 11.73% 371.68 9.34%
Haryana 664.68 13.23% 593.14 13.01% 500.22 12.57%
Himachal Pradesh 1.57 0.03% 3.67 0.08% 8.99 0.23%
Jammu & Kashmir 89.33 1.78% 93.61 2.05% 60.92 1.53%
Jharkhand 6.44 0.13% - - 0.74 0.02%
Karnataka 31.89 0.63% 9.80 0.21% 1.84 0.05%
Madhya Pradesh 199.72 3.98% 171.99 3.77% 152.99 3.85%
Maharashtra 203.57 4.05% 129.13 2.83% 52.42 1.32%
Odisha - - - - 1.17 0.03%
Punjab 264.84 5.27% 258.64 5.67% 195.89 4.92%
Rajasthan 1,676.99 33.39% 1,152.92 25.29% 991.15 24.92%
Tamil Nadu 69.41 1.38% 60.12 1.32% 17.09 0.43%
Telangana 149.18 2.97% 165.37 3.63% 102.39 2.57%
Uttar Pradesh 522.66 10.41% 723.27 15.86% 743.20 18.68%
Uttarakhand 3.38 0.07% 33.92 0.74% 24.82 0.62%
West Bengal 93.53 1.86% 157.54 3.46% 255.97 6.43%
Total Domestic Sales 4,921.11 97.98% 4,301.95 94.36% 3,634.28 91.36%
Export
Bangladesh 34.82 0.69% 135.49 2.97% 94.02 2.36%
China (including Hong 15.98 0.32% - - 0.66 0.02%
kong)
UAE 30.29 0.60% 92.31 2.02% 221.27 5.56%
Egypt 8.96 0.18% 7.92 0.17% 2.08 0.05%
Kenya 2.71 0.05% 2.09 0.05% 2.81 0.07%
Nepal 5.31 0.11% 13.61 0.30% 9.30 0.23%
Turkey - - - - 6.20 0.16%
Total Export Sales 98.07 1.95% 251.42 5.51% 336.34 8.45%
Others 3.42 0.07% 5.62 0.12% 7.44 0.19%
Grand Total 5,022.60 100.00% 4,559.00 100% 3,978.06 100%
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
#Others includes export incentives
227Although our revenue from operations has grown between Fiscal 2023 and Fiscal 2025, we have been
predominantly focused on the domestic market with small exports contribution. We aim to leverage our product
portfolio, customer acceptance in domestic markets and our presence in export markets to expand into new
international markets.
Further, with our Manufacturing Facilities along with Proposed Facility and capabilities, we also intend to
continue focus on increasing our domestic wallet share with existing customers and establish relationships with
new customers.
Augmenting capacity by setting up a new manufacturing facility
As part of our backward integration strategy, we plan to expand our technical-grade manufacturing capabilities
by setting up a new facility in Gidhani, Jaipur, Rajasthan (“Proposed Facility”). This expansion aims to
strengthen our supply chain, improve cost efficiency, and reduce dependency on external suppliers for key inputs
used in our formulation-grade products.
The Proposed Facility will primarily produce technical-grade agrochemicals to support our in-house formulation
requirements, while also enabling third-party sales of surplus output. This dual approach will expand our market
presence, drive revenue growth, and position us as a fully integrated player in the agrochemical sector.
As of March 31, 2025, we operate three manufacturing units in Jaipur, Rajasthan with a total installed capacity of
89,900 MTPA. We believe that the Proposed Facility, located within 30 km of our existing Manufacturing
Facilities, will add significant scale to our operations. In this regard, we have already acquired land for the site
and secured the Terms of Reference (TOR) under the EIA Notification 2006 from the Ministry of Environment,
Forest and Climate Change, an important regulatory milestone that ensures compliance with environmental norms
and sustainable development standards. We believe that this expansion aligns with our long-term growth strategy
by unlocking new market opportunities and diversifying our customer base.
Continue to obtain registrations to increase our portfolio of products
Holding product registrations is a critical factor in expanding our market presence by offering new products,
mixtures, and variants. We identify new generic products that have significant volume in the market and evaluate
whether we ought to register such products under Section 9(4) of the Insecticides Act. We intend to continue
utilizing our laboratory and testing capabilities and manufacturing expertise and focus our investment in product
development.
With our experience in product registration, we are well-positioned to register additional products efficiently.
Leveraging our established laboratory and testing expertise, we aim to strengthen our registration capabilities,
ensuring a streamlined and efficient approval process.
Once we obtain the necessary registrations, we shall strive to manufacture these molecules and their derivatives
in-house. This approach aligns with our strategic expansion plans, allowing us to maintain quality control, cost
efficiency, and supply chain reliability.
Additionally, we intend to invest in resources product registrations for export in developing and developed
markets, including Europe and other high-margin regions. Expanding into these markets would enhance our global
footprint and revenue potential. This will enable us to offer a wider range of products, penetrate new markets, and
strengthen our position as a key global agrochemical supplier.
Proposed acquisition to streamline business operations
Currently, we operate under a B2B model, manufacturing and selling our products to corporate clients who market
and distribute them under their own brands and strategies. Our Promoters also have a promoter group entity, HOK
Agrichem Private Limited, which is involved in selling agrochemical products directly to end consumers. In 2024,
we shifted all our B2C marketing activities to HOK Agrichem Private Limited. To consolidate our business
operations, enhance control and monitoring, and streamline processes, we are proposing to acquire HOK
Agrichem Private Limited.
228The following table set out the bifurcation on the basis of B2B and B2C basis for the last three financial years
Financial Year / B2B Revenue (in B2C Revenue (in Total
Period millions) millions) (in millions)
Fiscal 2025 5,019.18 - 5,019.18
Fiscal 2024 4,181.05 372.33 4,553.38
Fiscal 2023 3,377.07 593.56 3,970.62
This acquisition is expected to improve coordination between production and sales, boosting operational
efficiency. Additionally, integrating marketing operations will help us streamline product launches and deliveries
while leveraging market feedback more effectively for product development. This proposed acquisition is a key
part of our broader strategy to expand our market presence and create a unified structure that integrates both
manufacturing and marketing functions.
Focus on cost optimization
Optimizing and reducing costs remain key focus areas for us, and we continue to work towards achieving 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 a monthly basis and identify areas with high
costs, inefficiencies and/or underutilized resources. We analyze 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.
Further, by expanding our manufacturing operations with Proposed Facility, 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.
Strategic Focus on Research & Development
As part of our growth strategy, we plan to integrate Research & Development (“R&D”) activities into our
manufacturing operations to enhance product innovation, process efficiency, and market competitiveness. We
intend to establish a R&D facility equipped with modern research infrastructure and seek accreditation from the
National Accreditation Board for Testing and Calibration Laboratories (“NABL”). This facility will play a crucial
role in diversifying our product range, leveraging our R&D and product development capabilities to introduce
new and improved agrochemical solutions. Our R&D initiatives will focus on developing new products and
processes, optimizing existing production methods, adopting advanced manufacturing technologies, and
enhancing product quality while maintaining cost efficiency. Through continuous innovation, we aim to
strengthen our competitive position, address evolving customer needs, and adapt to industrial advancements and
changing business models. This strategic investment in R&D will enable us to expand our portfolio, improve
operational efficiency, and sustain long-term growth in the agrochemical sector. In this regard, we have already
initiated the recruitment of professionals for undertaking R&D at proposed R&D Facility.
OUR PRODUCT PORTFOLIO:
Our product portfolio includes insecticides, herbicides, fungicides and plant growth regulators. We manufacture
our products in both Technical Grade and Formulation Grade through our integrated Manufacturing Facilities.
Our agrochemical products are categorized as (i) Formulation Grade; and (ii) Technical Grade.
Formulations/Formulation Grade
Formulations are composed of ‘active ingredients’, which refer to the chemical compounds in a product
responsible for achieving the desired effects on the target pests, weeds, or plant diseases. These are combined
with ‘additives’, also known as inert ingredients or co-formulants, which are substances when added to the active
ingredients, improve the product's performance, stability, and ease of use. These Formulations may be in the
form of solids (e.g. powders) or liquids (e.g. emulsifiable concentrates). As of March 31st 2025, our portfolio
229consists of 380 registrations for Formulations.
Technical/Technical Grade
Technical Grade consist of concentrated forms of active ingredients that are processed with other ingredients to
develop formulated products such as insecticides, herbicides and fungicides. As of March 31st 2025, our portfolio
consists of 30 registrations for Technicals.
Our diversified product range based on their usage is as categorized as under:
• Insecticides: We manufacture a wide range of insecticides to suit the requirements of farmers to enable
protection of crops from insects by either preventing an attack or destroying the insects. Insecticides are
primarily used in agriculture to protect crops from pests but can also be used in non-agricultural settings
to control insect populations or prevent the spread of diseases transmitted by insects.
• Herbicides: Herbicides, also known as weedicides, are used to effectively eliminate weeds and reduce
the need for mechanical and manual weeding. They are primarily used in agriculture to protect crops
from weeds but can also be used in non-agricultural settings to control weeds in gardens and other areas.
• Fungicides: Fungicides are used to prevent fungal attacks on crops or eliminate parasitic fungi or fungal
spores and to protect the crops against diseases caused by pathogenic organisms and they are vital to
prevent post-harvest losses in vegetables and fruits. They are used in agriculture to protect crops from
fungal diseases, can also be used in non-agricultural settings to control fungi on surfaces or in buildings.
Fungicides and Sulphur-based Fungicides can be categorized into three main types: contact, translaminar,
and systemic. Contact fungicides remain on the surface of the plant and protect only the areas where they
are applied. Translaminar fungicides can move from the upper sprayed surface of a leaf to the lower,
providing protection on both sides. Systemic fungicides are absorbed by the plant and travel through its
tissues via the xylem; some can spread throughout the entire plant, while others may only move upward
or act locally.
• Plant Growth Regulators (PGRs): PGRs are chemicals used to regulate the development of crops which
helps in increasing the crop yield and improving its quality. PGRs can be used to promote, regulate or
inhibit certain aspects of plant growth, such as seed germination and root development, flowering or fruit
development, and can be used for application to the soil or foliage of the plants.
A list of certain products from our range of insecticides, herbicides, fungicides and plant growth regulators are set
out below.
Sr. No. Products Category
1. Cypermethrin 40% EC Insecticide
2. Fipronil 40% + Imidacloprid 40% WG Insecticide
3. Imidacloprid 70% WG Insecticide
4. Fipronil 40% + Imidacloprid 40% WG Insecticide
5. Thiamethoxam Technical Insecticide
6. Azoxystrobin 18.2% + Difenoconazole 11.4% SC Fungicide
7. Azoxystrobin 11% + Tebuconazole 18.3% SC Fungicide
8. Mancozeb 75% WG Fungicide
9. Carbendazim Technical Fungicide
10. Azoxystrobin 18.2% + Difenoconazole 11.4% SC Fungicide
11. Carboxin 37.5 % + Thiram 37.5% WS Fungicide
12. Tebuconazole 25% WG Fungicide
13. Mancozeb 80% WP Fungicide
14. Azoxystrobin 11% + Tebuconazole 18.3% SC Fungicide
15. Tembotrione 34.4% SC Herbicide
16. Bispyribac Sodium 10% SC Herbicide
17. Glyphosate 71% SG Herbicide
18. Ametryn 80% WG Herbicide
19. Bispyribac sodium 10% SC Herbicide
20. Ametryn 80% WG Herbicide
230Sr. No. Products Category
21. Bispyribac Sodium 10% SC Herbicide
22. Paraquat Dichloride Technical Herbicide
23. Clodinafop Propargyl 15% W.P. Herbicide
24. Sulphur 80% WDG Sulphur-Based Fungicide
25. Sulphur 80% WP Sulphur-Based Fungicide
26. Sulphur 80% Nudles Sulphur-Based Fungicide
27. Sulphur 85% D.P. Sulphur-Based Fungicide
28. Humic Acid 14% + Fulvic Acid 12% Fertilizer
29. Sulphur 90% Powder Fertilizer
30. Mycorrhiza 0.1% Fertilizer
31. NPK 13:00:45 Micronutrients Fertilizer
32. Sulphur Powder Technical Fertilizer
33. TCP Technical Plant Growth Regulators
34. Jeemox- 1269 Plant Growth Regulators
35. Unitox-33x- EMULSIFIER Plant Growth Regulators
Product Registration Process
We are required to obtain regulatory pre-approval for our products. As per Section 9 of the Insecticides Act, any
person desiring to import or manufacture any insecticide may apply to the registration committee, Central
Insecticides Board & Registration Committee (“CIBRC”), for registration of such insecticide and there is a
separate registration for each insecticide. Accordingly, we provide our Technicals and Formulations to the
CIBRC for their approval where they undertake testing to check the composition and purity profile before
granting registrations. In addition, under Section 13 of the Insecticides Act, any person desiring to manufacture,
sell, stock or exhibit for sale or distribute any insecticide, is required to make an application to the licensing officer
of the respective state authority for the grant of license. In particular, for our Company, we obtain licenses under
Section 13 of the Insecticides Act from the Department of Agriculture, which makes periodic visits to inspect
the infrastructure facilities available at our manufacturing facilities as well as our Technicals and Formulations.
As of March 31st 2025, we have obtained 410 such registrations from the CIBRC. The classification of our
registrations is as follows:
Registration Formulations Formulations Technicals Technicals Total
(Indigenous (Exports) (Indigenous (Export)
Manufacturer) Manufacturer)
9(3) - 38 - 15 53
9(4) 342 - 15 - 357
Total 342 38 15 15 410
Our Manufacturing Facilities
We primarily operate through our manufacturing facilities cumulatively admeasuring approximately 49,543.35
Sq.m (including the open area), located at (i) E-39, RIICO Industrial Area, Bagru (ext.), Jaipur – 303 007,
Rajasthan, India (“Manufacturing Facility I”); (ii) 712/1, Vill. Dahami Khurd, post Dahami Kalan, Jaipur – 303
007, Rajasthan, India (“Manufacturing Facility II”); and (iii) 713/4, Vill. Dhami Khurd, Bagru, Jaipur – 303
007, Rajasthan, India (“Manufacturing Facility III”) (the Manufacturing Facility I, Manufacturing Facility II
and Manufacturing Facility III together, “Manufacturing Facilities”). Our Manufacturing Facilities are
strategically located with the availability of transportation ensuring convenient transportation of our products. Our
Manufacturing Facilities are equipped with advanced machinery and equipment such as 2-4D amine salt glass-
lined reactors, glass-lined reactors, PP spiral cylindrical vertical reactors, reactor vessels, and high-capacity spray
dryers (160 and 250), among others which enable smooth the production of both Technicals and Formulations
while optimizing operational efficiency. As on March 31, 2025, we had an installed capacity of 89,900 MTPA.
For details, see “History and Certain Corporate Matters” and “Our Business – Capacity Utilization” on page
264 and 241. Our Manufacturing Facilities are also supported by infrastructure for storage of raw materials,
finished goods, and quality control measures.
Further, our integrated production process allows us to be flexible with our formulations and production and be
able to alter our products as per the customer’s specific requirements as well as change our product mix to cater
to the continuously evolving market conditions.
231We set out below brief details of our products produced at each of our Manufacturing Facilities.
1. Manufacturing Facility I
As on date, we carry out production of Technical Grade agrochemical at our Manufacturing Facility I.
The key products manufactured include:
a. Herbicides: 2,4-D Ethyl Ester Technical, 2,4-D Sodium Salt Technical, Atrazine Technical.
2. Manufacturing Facility II
Our Company manufactures Formulations Grade agrochemical at our Manufacturing Facility II. The key
products manufactured include:
a. Fungicides: Azoxystrobin 11% + Tebuconazole 18.3% SC, Azoxystrobin 12.5% +
Tebuconazole 12.5% SC, Azoxystrobin 18.2% + Difenoconazole 11.4% SC, Carbendazim 12%
+ Mancozeb 63% WP, Carbendazim 50% WG, Carboxin 37.5% + Thiram 37.5% WS, Copper
Oxychloride 50% WP, Cymoxanil 8% + Mancozeb 64% WP, Hexaconazole 5% EC,
Hexaconazole 5% SC, Isoprothiolane 40% EC, Mancozeb 75% WG, Metalaxyl 8% + Mancozeb
64% WP, Propiconazole 25% EC, Sulphur 80% WDG, Sulphur 85% DP, Tebuconazole 10% +
Sulphur 65% WG, Tebuconazole 2% DS, Tebuconazole 6.7% + Captan 26.9% SC, Thiophanate
Methyl 70% WP, Tricyclazole 75% WP, and Validamycin 3% L.
b. Insecticides: Acephate 75% SP, Bifenthrin 10% EC, Chlorpyriphos 20% EC, Cypermethrin
40% EC, Deltamethrin 11% EC, Emamectin Benzoate 5% SG, Fipronil 5% SC, Thiamethoxam
25% WG, Lambda Cyhalothrin 5% EC, Imidacloprid 17.8% SL, Cartap Hydrochloride 50%
SP, Spinosad 45% SC, Indoxacarb 14.5% SC, Profenofos 50% EC, and Diafenthiuron 50% WP.
c. Plant Growth Regulators: Gibberllic Acid 0.001%L, Humic Acid+Fulvic Acid+Amino Acid,
Jeevan (Mineral Base Granules) And Paclobutrazole 23% SC
d. Others : Humic Acid 14% + Fulvic Acid 12%, Sulphur 90% Powder, Ferrous Sulphate 19%,
Fertilizer Organic Manure, Magnesium Sulphate 9.6%, Mycorrhiza 0.1%, NPK 00:52:34
Micronutrients, and Zinc Oxide Suspension 39.5% Zn.
3. Manufacturing Facility III
Our Company manufactures Formulation Grade agrochemical at our Manufacturing Facility III. The key
products manufactured include:
a. Herbicides: 2,4-D Amine Salt 58% S.L., Atrazine 50% WP, Bispyribac Sodium 10% SC,
Clodinafop Propargyl 15% WP, Glyphosate 41% SL, Metsulfuron Methyl 20% WP,
Oxyfluorfen 23.5% EC, Pendimethalin 30% EC, Quizalafop Ethyl 10% EC, Paraquat
Dichloride 24% SL, Metribuzin 70% WP, and Pretilachlor 50% EC.
We also consider our quality control procedures to be the cornerstone of our business operations. We have a
dedicated quality control department in our Company which is responsible for ensuring the quality of our raw
materials and also our finished products along with focus on continuous improvements to our manufacturing and
quality processes. As on the date of this Prospectus, we are accredited with ISO 9001:2015 – Quality Management
System for manufacturing and supply of Pesticides, Herbicides, Fungicides & Micro Nutrients and ISO 14001:
2015 – Environmental Management System certification for manufacturing and supply of Pesticides, Herbicides,
Fungicides & Micro Nutrients. Further, as on March 31, 2025 we have received 410 registrations across
Formulation Grade and Technical Grade agrochemicals manufactured by us.
These registrations and accreditations enable us to supply our products in regulated and other markets. We analyze
our operational and maintenance processes on a regular basis to enhance efficiencies. We supplement these
measures by investing in new technology, improved machinery and minor automation.
232Below are some snapshots of our Manufacturing Facilities:
Manufacturing Facility I
Manufacturing Facility II
233Manufacturing Facility III
234Manufacturing Process
We are engaged in the manufacturing of both Technical Grade Agrochemical Products and a wide range of
Formulated Products, including Suspension Concentrates (SC), Emulsifiable Concentrates (EC), Water
Dispersible Granules (WDG), Wettable Powders (WP), and Plant Growth Regulators (PGRs). Our manufacturing
activities are carried out at integrated facilities equipped with process-specific equipment, in-house quality control
laboratories, and warehousing infrastructure for raw materials and finished goods.
Our product focuses on crop protection, using effective strategies to safeguard crops from insects, diseases, weeds,
and other threats. The aim is to reduce yield losses, ensure healthy crop growth, and maintain quality while
minimizing harm to the environment. We manufacture and supply a broad range of agrochemical products,
including insecticides, fungicides, herbicides, and pesticides, along with plant growth regulators and micro-
fertilizers. These solutions help farmers protect their fields, improve productivity, and farm more sustainably.
Our Crop protection products include Technicals and Formulations grade agrochemicals. Technical Grade refer
to the raw, unprocessed forms of active ingredients used in the production of agrochemical formulations such as
pesticides, herbicides, fungicides, and fertilizers and technical whereas Formulations grade agrochemical are
finished products that combine active ingredients, which target pests, weeds, or plant diseases, with additives that
enhance performance, stability, and usability.
We manufacture Formulation grade agrochemical in various forms such as emulsifiable concentrate (“EC”),
Soluble Liquid Concentrates (“SL”), suspension concentrate (“SC”), Wettable Powder (“WP”), water
dispersible granules (“WDG”).
EC: Emulsifiable Concentrates Emulsifiable concentrates are typically optically transparent oily liquid
formulations that are prepared by dissolving a certain amount of pesticide in organic solvents (such as benzene,
toluene, xylene, and solvent oil), which may also contain surfactants and other additives.
235SL (Soluble Liquid Concentrates) are typically liquid formulations that are prepared by dissolving a certain
amount of pesticide in water and solvents (such DMSO, NMP, DMF), which may also contain surfactants and
other additives.
SC (Suspension concentrates) are formulations that consist of insoluble, solid active ingredients suspended in
water with the aid of dispersing and wetting agents for safer and better application onto crop surfaces. When
used for seed treatments, SCs are called flowable (FS). FS formulations may contain colouring agents and
binders as additional components that are not typically included in SCs.
WP (Wettable Powder) is a powder formulation that forms a suspension when mixed with water prior to
spraying. WP formulations consist of one or more active ingredients which are blended and mixed with inerts,
diluents and surfactants. Wetting agents are used to facilitate the suspension of the particles in water. A
dispersing agent is added to prevent any flocculation of the suspension before it is applied.
WDG (Water Dispersible Granules): Water dispersible granules (WDGs) are a solid, non-dusty granular
formulation which disperses or dissolves quickly when added to water in the spray tank to give a fine particle
suspension.
They provide a system for delivering solid active ingredients to a target organism. They allow for the production
of highly-concentrated formulations which are wettable and easily disintegrated on contact with water. WDGs
are an attractive alternative to wettable powder (WP) formulations due to their reduction in dust production.
Raw Material Quality Control
All raw materials—including active ingredients, solvents, dispersants, and excipients—are received at designated
storage locations and subjected to stringent quality checks for identity, purity, and conformance to specifications.
Only materials meeting the required standards are approved for production use.
Details of the manufacturing process for some of our Formulations and Technicals are illustrated in the flow
charts provided below.
Manufacturing Flow Chart for Technical Grade
Raw Material + Solvent
Reaction
Filtration
Recovered Solvent to
Solvent Recovery Purification
Water Input Crystallization Water to ETP
Water to ETP
Filtration
Drying
Final Product Packaging
Note:
1. Water to ETP: Wastewater generated during the crystallization and filtration processes is directed to the Effluent
Treatment Plant (ETP) to ensure proper treatment and environmental compliance before disposal or reuse.
2. Recovered Solvent to Purification: Solvents used during the reaction and filtration stages are recovered and sent for
purification and reuse, ensuring efficient resource utilization and adherence to pollution control norms.
236As set-out above the flow chart, our manufacturing process involves the following stages of development:
1. Raw Material + Solvent Addition
The manufacturing begins by charging the raw materials and appropriate solvent into the reaction vessel.
2. Reaction
The raw material undergoes a chemical reaction under controlled temperature and pressure.
3. Filtration
The reaction mixture is filtered to separate solid impurities or intermediates.
4. Solvent Recovery
Solvent is recovered from the filtrate:
• Recovered solvent is directed to the Purification Unit for recycling.
5. Crystallization
Water is added to induce crystallization of the desired product.
• Effluent generated from this stage is directed to the Effluent Treatment Plant (ETP).
6. Filtration (Post-Crystallization)
The crystallized product is filtered again to separate mother liquor.
• Filtrate water is also directed to the ETP.
7. Drying
The wet cake is dried under specified conditions (e.g., vacuum or hot air oven).
8. Final Product Packaging
The dried product is packed in suitable containers as per standard operating procedure.
Note:
• Water to ETP: Ensures proper treatment and compliance before disposal or reuse.
• Recovered Solvent to Purification: Promotes resource efficiency and adherence to pollution norms.
Details of the manufacturing process for some of our Formulation Grade agrochemical products are illustrated
in the flow charts provided below.
237Manufacturing Flow Chart for EC Formulation
Weigh
r e q u i r e d Send sample
quantity of Charge the material Initial Mixing in kettle to laboratory
Technical into the mixing kettle as per Formulation for emulsifier
and ratio
Solvents determination
Add emulsifier based
laboratory report
Reprocessing at mixing kettle
Sent for
reprocessing
Send final Final Mixing in
sample to Kettle as per
laboratory for standard
quality analysis
Passed through
filter press
Transfer to
storage tank
Packing as per
FiniT shra gn os ofe dr sr Sed
to
t ro
a ge.
requirement.
As set-out above the flow chart, our manufacturing process involves the following stages of development:
1. Weighing of Raw Materials:
Required quantities of technical grade material and solvents are weighed.
2. Charging into Mixing Kettle:
The materials are charged into the mixing vessel.
3. Initial Mixing:
Preliminary mixing is carried out as per the formulation protocol.
4. Sample Testing for Emulsifier Ratio:
A sample is sent to the laboratory to determine the correct emulsifier ratio.
5. Emulsifier Addition:
Emulsifier is added based on the laboratory’s recommendation.
6. Final Mixing:
Final mixing is done in the kettle to ensure homogeneity.
7. Quality Testing:
A final sample is sent to the laboratory for quality analysis.
8. Compliance Check:
• If Complies:
o Passed through a Filter Press to remove particulate impurities.
o Transferred to Storage Tank
238o Packed as per specification
o Stored as Finished Goods
• If Non-Complies:
o Sent for Reprocessing to address quality deviations
Manufacturing Flow Chart for SC Formulation
Weigh the required quantity of
technical, stabilizer, water, (Xanthan gum mixer)
dispersing agent, antifoaming
agent, etc.
Transfer to Post
Mixing Vessel (after
Charge into the
Xanthan Gum
Premixing vessel Mixing)
Send sample to
the laboratory for
Pass through the complete analysis
Dyno mill for Taken for
g r i n d i n g . r e p r o c e s s i n g
Packing as per
requirement.
Send sample for Taken for reprocessing
at premixing vessel Transferred to
particle size
Finish goods Storage.
analysis.
Process for Further
Steps
As set-out above the flow chart, our manufacturing process involves the following stages of development:
1. Weighing of Ingredients:
Required quantity of technical material, stabilizer, dispersing agent, defoamer, and water are weighed.
2. Premixing:
Ingredients are charged into the Premixing Vessel for uniform blending.
3. Grinding:
The premixed slurry is passed through a Dyno Mill to achieve desired particle size.
4. Particle Size Analysis:
Sample is drawn and sent for particle size analysis:
• If Complies: Proceed to further steps.
• If Non-Complies: Reprocessed at the premixing stage.
5. Xanthan Gum Mixing:
Xanthan gum is prepared in a separate unit and mixed with the formulation.
6. Post Mixing:
The formulation is transferred to a Post Mixing Vessel (after xanthan gum addition).
7. Complete Quality Analysis:
A final sample is sent for laboratory testing:
239• If Complies: Proceed to packing.
• If Non-Complies: Taken for reprocessing.
8. Packing and Storage:
The final compliant product is packed as per requirement and Transferred to Finished Goods
Storage.
Manufacturing Flow Chart for WDG Formulation
Weigh required
Material quantity of Pre- Blender For Grinding Of Material
Mixing
technical, dispersing
agents, binders etc
Post-Blending Of Grinded
Taken For Material.
Reprocessing
If Not Complies
If Complies
Sample Sent To
Charge required material on Laboratory For Analysis
sigma mixer and DM water
Extrusion Drying
Packing Sieving
Transfer To Finished Goods
Godown
As set-out above the flow chart, our manufacturing process involves the following stages of development:
1. Weighing of Raw Materials:
Required quantities of technical, dispersing agents, binders, and other inputs are weighed.
2. Charging into Pre-Blender:
The weighed materials are charged into a pre-blender for initial mixing.
3. Grinding:
The pre-blended material is ground to achieve the desired particle size.
4. Post-Blending:
The ground material is subjected to post-blending to ensure uniformity.
5. Sample Testing for Quality:
A sample is sent to the laboratory for quality analysis.
6. Compliance Check:
• If Complies:
o Charged into a Sigma Mixer along with DM water.
o Processed through Extrusion to form granules.
o Dried to remove moisture.
o Sieved to obtain uniform granule size.
o Packed as per specification.
o Stored as Finished Goods.
• If Non-Complies:
o Sent for Reprocessing at the pre-blender stage.
240As set-out above the flow chart, our manufacturing process involves the following stages of development:
1. Weighing of Raw Materials:
Required quantities of technical material and other adjuvants are weighed.
2. Charging into Pre-Blender:
The materials are charged into a pre-blender for mixing.
3. Grinding:
The pre-blended material is ground to the required particle size.
4. Post-Blending:
The ground material is post-blended to ensure uniform distribution.
5. Sample Testing for Quality:
A sample is drawn and sent to the laboratory for quality analysis.
6. Compliance Check:
• If Complies:
o Packed as per specification.
o Stored as Finished Goods.
• If Non-Complies:
o Sent for Reprocessing at the pre-blender stage.
Capacity and Capacity Utilization
The following table sets forth the average capacity utilization of the Company’s products at the Company’s
manufacturing facilities on quarterly basis for last three Fiscals:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Location Total Actual Capacit Total Actual Capacit Total Actual Capacit
Installed Producti y Installed Producti y Installed Producti y
Capacit on (MT) Utilized Capacit on (MT) Utilized Capacit on (MT) Utilized
y (MT) * y (MT) y (MT)
Manufac 6,900 1,386.37 20.09% 13,300 11,064.1 83.19% 13,300 12,215.8 91.85%
turing 5 0
Facility
I#
241
M a n u f a c t u r i n g F l o w C h a r t f
W e ig h r e q u ir e d
P r e - B le n d e r F oq u a n t it y o f t e c h n ic a l
M ix in g a n d o t h e r a d j u t a n t s
R e p r o c e s s in g a t P r e
b le n d e r M ix in g
If N o
T r a n s f e r r e d t o F in is h e d
G o o d s G o d o w n
o
r
t
r
C
W
o m
P
p
F
lie
o r
s
S
m
P o
a m
If
u
s t
p
C
l a t i o n
G r in d in g O f
M a t e r ia l
- B le n d in g O f G r o uM
a t e r ia l
le S e n t F o r L a b o r aA
n a ly s is
o m p lie s
P a c k in g
n
t
d
o r yFiscal 2025 Fiscal 2024 Fiscal 2023
Location Total Actual Capacit Total Actual Capacit Total Actual Capacit
Installed Producti y Installed Producti y Installed Producti y
Capacit on (MT) Utilized Capacit on (MT) Utilized Capacit on (MT) Utilized
y (MT) * y (MT) y (MT)
Manufac 51,000 22,920.3 44.94% 51,000 24,593.1 48.22% 39,000 22,127.9 56.74%
turing 0 5 9
Facility
II#
Manufac 32,000 19,970.0 62.41% 18,700 4,364.26 23.34% - - -
turing 9
Facility
III#
*As certified by Hari Dutt Purohit, Independent Chartered Engineer, vide his certificate dated September 1, 2025.
#The installed capacity at Manufacturing Facility I includes the capability to manufacture technical grade Insecticides, Fungicides, Herbicides. However, as of March 31, 2025, the Company
is only utilizing the Manufacturing Facility I for the manufacture of technical grade Herbicides and Insecticides.
#The installed capacity at Manufacturing Facility II & III includes the capability to manufacture formulation grade Insecticides, Fungicides, Herbicides and fertilizers.
Notes:
1. Post-April 2023, the Company initiated the transfer of all formulation manufacturing activities from Unit 1 to Unit 3 (New Unit). This
transition was completed by April 2024, with ongoing operations for all formulations at Unit 3. Concurrently, Unit 1 was repurposed
for technical manufacturing, with its setup finalized by September 2024, and operations have commenced accordingly.
2. Installed capacity represents the installed capacity as of the last date of the relevant Fiscal. The installed capacity is based on various
assumptions and estimates, including standard capacity calculation practice in the industry. Assumptions and estimates taken into
account for measuring installed capacities include 25 working days/month and 12 months in a year, at 1 shift per day operating for 8
hours per shift.
3. Actual production represents quantum of production in the relevant Fiscal.
4. Capacity utilization has been calculated on the basis of actual production in the relevant Fiscal divided by the available capacity during
such Fiscal.
Customers
Over the Fiscals 2025, 2024 and 2023, we have cumulatively catered to 1,654 domestic and international
customers. Our customers include agrochemical companies such as DCM Shriram Limited, IFFCO MC Crop
Science Private Limited, Indogulf Cropsciences Limited, Crystal Crop Protection Limited, Mankind Agritech
Private Limited, HPM Chemicals And Fertilizers Limited, ULink AgriTech Private Limited, amongst other.
We believe we are able to maintain our customer relationships primarily on account of our ability to meet
stringent specifications and customizations along with our strong technical competencies and capabilities. We
are committed to developing and maintaining long-term relationships with our customers through frequent
interactions and follow-ups.
We believe that we have established strong customer relations in the course of over 23 years of operating
experience. We believe that one of the key factors differentiating us from our competitors is the quality of our
products and customer centric approach of offering products meeting the customers’ specifications. We believe
that this approach has helped us to not only grow our business but has also nurtured and expanded our market
presence in the industry in which we operate.
Our long-term association with our key customers also offers significant competitive advantages such as revenue
visibility, industry goodwill and quality assurance. Set forth below are the details of contribution towards our
revenue from our top 5 and top 10 customers during the last three Fiscals and other details.
Particulars Fiscal 2025 As on Fiscal 2024 As on Fiscal 2023
Amount (in ₹ As a Amount (in ₹ As a Amount (in ₹ As a
million) percentage of million) percentage of million) percentage of
revenue from revenue from revenue from
operations (in operations (in operations (in
%) %) %)
Top 5 2,595.13 51.70% 1,757.37 38.55% 1,340.61 33.70%
customers
Top 10 3,486.97 69.47% 2,503.36 54.91% 1,847.43 46.44%
customers
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
242Raw Materials
Major raw materials used for our manufacturing operations aresulphur lumps, fipronil, mancozeb 85%,
pymetrozine, ametyrn, atrazine, tebuconazole, carbendazim, glyphosate and azoxystrobin. . Raw materials are
primarily sourced domestically from Indian states of Gujarat, Maharashtra, Andhra Pradesh, Haryana, etc. Our raw
materials are transported to our Manufacturing Facilities primarily by means of road and shipping/cargo transport.
Set forth below is a break-up of major raw materials as a percentage of total purchases in the corresponding
periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of Amount (₹ in % of Amount (₹ % of
in million) Purchases million) Purchases in million) Purchases
Sulphur Lumps 274.18 6.52% 264.66 7.14% 380.00 11.36%
Fipronil Technical 218.39 5.19% 251.18 6.77% 149.53 4.47%
Mancozeb 85% 245.52 5.83% 224.98 6.07% 240.47 7.19%
Technical
Pymetrozine 206.32 4.90% 191.04 5.15% 155.17 4.64%
Technical
Ametyrn 50.83 1.21% 189.50 5.11% 8.00 0.24%
Technical
Atrazine Technical 278.95 6.63% 175.86 4.74% 156.05 4.66%
Tebuconazole 88.43 2.10% 107.50 2.90% 134.58 4.02%
Technical
Carbendazim 71.52 1.70% 97.76 2.64% 79.88 2.39%
Technical
Glyphosate 147.19 3.50% 94.28 2.54% 122.77 3.67%
Technical
Azoxystrobin 134.79 3.20% 89.30 2.41% 100.44 3.00%
Technical
We carefully assess and approve multiple vendors to ensure a reliable supply of our key raw materials. This
evaluation process includes a thorough review of each vendor’s regulatory accreditations, their capacity to
consistently deliver large quantities, and the effectiveness of their contingency plans in case of supply disruptions.
By diversifying our vendor base, we mitigate risks associated with supply chain interruptions and enhance
operational stability and negotiate better credit terms at competitive rates.
Furthermore, we implement rigorous regulatory and quality assurance checks on every raw material we procure.
These checks help maintain compliance with industry standards and ensure that only high-quality materials enter
our production process. Our commitment to stringent quality control safeguards product integrity, supports
regulatory compliance, and upholds our commitment to excellence.
The purchase price of our products, materials, and components generally aligns with market prices. We typically
base our purchases on historical sales data, current sales orders, and anticipated production needs, while also
considering potential fluctuations in raw material prices and delivery timelines.
The table below sets forth details of our supplier-concentration (based on value of purchases) during the last three
(3) fiscals:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ in % of Amount (₹ in % of Amount % of
million) Purchases million) Purchases (₹ in million) Purchases
Top 5 suppliers* 1,622.03 38.54% 1,506.75 40.63% 1,299.84 38.85%
Top 10 2,283.12 54.25% 2,118.70 57.14% 1,882.88 56.27%
suppliers*
As certified by the Statutory Auditors pursuant to their certificate dated September 18, 2025
*Name of our top five and top ten supplier and their individual concentration has not been separately disclosed to preserve confidentiality and
due to non-reciept of their approval for disclosure of their name.
243We generally do not engage in long-term supply contracts with our raw material suppliers and instead procure
raw materials from third-party vendors or the open market. To ensure consistency in quality and compliance with
our standards, we outline specific terms and conditions related to product quality and return policies within our
purchase orders. These terms help maintain accountability among suppliers and provide clear guidelines for
addressing any quality-related concerns or discrepancies. By implementing these measures, we aim to safeguard
our production processes while maintaining procurement efficiency and cost-effectiveness.
Our purchasing decisions are based on historical sales data, current sales orders, and projected production needs
while also factoring in potential fluctuations in raw material prices and possible delivery delays. The pricing of
raw materials typically aligns with prevailing market rates. For more information on risks associated with
suppliers, refer to “Risk Factors – We depend on a few suppliers for the supply of raw materials. Any failure to
procure such raw materials from these suppliers may have an adverse impact on our manufacturing operations
and results of operations” on page 47.
Our Equipment
The details of some of the key equipments, plant and machineries owned by us and operating at our Manufacturing
Facilities are given below:
Category Machine Name
Centrifuges Centrifuge SM 36 MTD
Control Systems Amine Plant Panel, Hot Air Generator Panel, Main Panel, Boiler Automated
Panel, Power Factor Panel
Dryers Spin Flash Dryer, Spray Dryer-160, Spray Dryer-250, Fluid Bed Dryer
Reactors 2-4D Amine Salt Glass Lined Reactor, Glass Lined Reactor, PP Spiral
Cylindrical Vertical Reactor
Tanks & Storage Acetic Acid Storage Tank, Caustic Solution Tank, Toluene Storage Tank,
Mixing/Formulation Tank
Lab Equipment Gas Chromatography, High-Performance Liquid Chromatography, Moisture
Analyzer, Karl Fisher, PH Meter
Blenders & Mixers Blender Machine 5 & 6, Cement Mixer Machine, Sigma Mixer
Material Handling Electric Hoist, Goods Lift, Forklift, Hand Pallet Truck
Utility & Compressors Diesel Generator, Compressor GA 75, Steam Boiler MODEL CB 40/10.54,
Chiller 30x2 TR
Packing & Labeling Automatic Vertical FFS Machine, Induction Cap Sealer, Printing Machine 9410
Machines Inkjet
*As certified by Hari Dutt Purohit, Independent Chartered Engineer, vide his certificate dated September 1, 2025.
Note: The equipment set out under the heading ‘Our Equipment’ is owned by the Company.
Inventory Management
Our finished products are stored on-site at our Manufacturing Facilities. Inventory storage is determined based on
historical sales data and projected future demand to ensure efficient stock management.
To maintain optimal inventory control, our Company follows well-defined standard operating procedures,
including guidelines for good storage practices, handling of leaky, damaged, expired, and near-expiry stock, stock
reconciliation, and other essential warehouse operations. These measures help streamline inventory management
and ensure the smooth functioning of our warehouses. Additionally, our Company implements proactive measures
to handle slow-moving and near-expiry stock, ensuring minimal wastage and better working capital utilization.
These efforts collectively enhance operational efficiency and support uninterrupted supply to our customers.
Environment, Health And Safety Measures
We are committed to operating our Manufacturing Facilities in a way that prioritizes environmental sustainability,
as well as the health and safety of our employees and surrounding communities. Ensuring the safety and security
of our workforce, customers, facilities, equipment, and assets remains our highest priority. Additionally, we
244adhere to various environmental laws and regulations that oversee the discharge, emissions, storage, handling,
and disposal of substances involved in or generated by our operations. For further details, see “Government and
Other Approvals” on page 391.
Our Manufacturing Facilities have effluent treatment processes in compliance with applicable law. In the past, we
have not been subject to any material fines or legal action involving non-compliance with any applicable
environmental laws or regulations, nor are we aware of any threatened or pending action against us by any
environmental regulatory authority.
We periodically revise our internal policies to align with significant changes introduced under applicable labor
and safety laws. To prioritize the safety of our workforce, we establish and enforce internal operational procedures
and safety protocols within our manufacturing processes. These measures cover various aspects, including
prevention of work-related injuries, electrical safety, and emergency response and evacuation procedures.
We believe that a systematic approach to risk assessment and control, combined with proper training, can
significantly minimize accidents and occupational health hazards. To promote workplace safety, we provide our
management and employees with occupational safety education and training, increasing their awareness of
potential hazards. Additionally, our workers are covered under the Employees’ State Insurance Act, 1948,
ensuring access to medical services for both themselves and their immediate family members.
Logistics
We transport our raw materials and finished products via road, and sea. Depending on the arrangement, our
suppliers deliver raw materials directly to us. The transportation of both raw materials and finished products is
outsourced to third-party logistics providers. These providers manage the delivery of raw materials to our
Manufacturing Facilities and distribution of finished products to our customers.
Our finished goods are stored on-site at our Manufacturing Facilities. From the Manufacturing Facilities, the
finished goods are dispatched to our customers across the country. Our custom house agents handle the requisite
clearance procedures. For exports, our custom house agents co-ordinate with the shipping line / airline to file and
release the necessary bills of lading / air waybills.
Collaborations/Tie Ups/Joint Ventures
As on the date of this Prospectus, we do not have any collaborations/tie ups/joint ventures.
Sales and Marketing
Our Company operates in the B-2-B segment of our industry with major customers comprising corporate clients
who procure our products and market them under their own brands. We primarily promote our business through
participation in industry exhibitions and the distribution of product samples to enhance visibility and outreach.
Our success is rooted in the strength and longevity of our customer relationships. Many of our clients have been
associated with us over the years, a testament to our consistent delivery of quality products that meet their
specifications and timelines. Our Promoters, with their extensive industry experience, play a key role in building
and expanding our customer base, while ensuring operational excellence.
To maintain strong client relationships, our Promoters engage regularly with existing customers to understand
their evolving needs and provide tailored solutions. These efforts not only help in retaining customers but also
enable us to secure repeat orders and deepen our engagement with them over time.
Competition
We operate in a competitive business, both in India and overseas. Some of our competitors especially overseas
competitors may have greater financial resources, better distribution network, technical and marketing resources
and generate greater revenues, and therefore may be able to respond better to market changes than we can.
However, we continuously strive to remain competitive and identify emerging opportunities. We believe that our
consistent tracking of markets, and our ability to deliver products with requisite specifications and our consistent
245interaction with our customers is a key to our competitiveness.
For further details on our competition, see “Industry Overview” and “Risk Factors – We face competition in
relation to our offerings, including from competitors that may have greater financial and marketing resources.
Failure to compete effectively may have an adverse impact on our business, financial condition, results of
operations and prospects” on page 157 and 60.
Awards And Recognition
For details, see “History and other Corporate Matters” on page 264.
Utilities
Power
We require continuous power supply for manufacturing our products and to meet our requirements. The
requirement of power is met by supply of electricity by state grid. In addition to the above, our Manufacturing
Facility I and Manufacturing Facility II has a power back-up through its in house installed Diesel Generator set
having an aggregate 687.5 KVA Capacity.
Water – The requirements are fully met through borewell and local sources, as may be required.
Information Technology
Our IT systems are strategically aligned with our business objectives and play a critical role in our operations.
Their primary goals include enhancing speed, agility, adaptability, and scalability in both development and
service, while also fostering seamless collaboration.
Key areas of focus include managing cyber threats and business continuity risks, improving operational efficiency,
increasing digitalization and automation, maximizing the value of data, and ensuring the availability of necessary
skills and resources. Our IT team is responsible for establishing and maintaining enterprise information systems
and infrastructure to support our business needs.
To protect our digital assets, we have implemented cybersecurity measures, including data protection against virus
attacks and hacking, as well as disaster recovery servers and systems to ensure data retrieval and business
continuity. Additionally, we utilize advanced software such as ERP (Focus) for accounting, Saral Paypack
Standard for HR services, and Pristine for QR code generation and related data management, optimizing key
business functions.
We have implemented SAP software with effect from April 1, 2025 for our accounting and financial management
systems and is aimed at streamlining processes, improving data accuracy, and enhancing decision-making across
the organization.
HUMAN RESOURCES
We place importance on developing our human resources. As on July 15, 2025, we had 543 permanent employees
comprising of skilled and unskilled workers. Our workforce is a critical factor in maintaining quality and safety
standards and our workforce are critical in strengthening our competitive position. Our employees are not
unionized into any labour or workers’ union, and we have not experienced any work stoppages due to labour
disputes or cessation of work during last three Fiscals. A break-up of our permanent employees by function, as on
July 15, 2025, is set out below:
246Sr. No. Department No. of Employees
1 Executive directors & Managerial personnel 3
2 Accounts & Finance 18
3 Business Operations 120
4 Secretarial Department 4
5 Human Resources and administration 24
6 IT Department 2
7 Maintenance Department 37
8 Marketing & Business Development 7
9 Health, Safety & Environment 3
10 Packaging and Logistic Department 12
11 Procurement - Raw Materials 3
12 Quality Control & Assurance 23
13 Storage Department 13
Total 269
In addition to employees on our payroll, we also engage contract labour. As of July 15, 2025, the number of
contract workers was 543.
We also carry out periodic training of our personnel. These training sessions have been conducted across all
departments:
• Occupational Safety Training: Conducted for workers and management to enhance awareness of
workplace hazards and promote a culture of safety.
• Fire Safety Training: Regular drills and awareness sessions to ensure preparedness in case of fire-related
emergencies.
• Chemical Handling & Awareness: Specialized training on the safe handling, storage, and usage of
hazardous chemicals.
• Machine Safety: Periodic sessions on the correct operation and maintenance of machinery, with an
emphasis on accident prevention and safe work practices.
• CPR and Basic First Aid Training: Conducted to equip employees with life-saving techniques in the
event of medical emergencies.
• Emergency Response Preparedness: Simulated drills and response training to ensure quick and
coordinated action during various emergency scenarios.
• SAP System Training: In line with the implementation of New Accounting software, SAP training has
been provided to all relevant teams to ensure effective usage and transition.
All trainings are delivered in-house through structured sessions, supplemented by external experts where
necessary. We also provide frequent operational and regulatory updates to ensure employees remain informed and
compliant with evolving industry standards.
Insurance
Our operations involve inherent risks associated with manufacturing activities. To mitigate potential losses from
unforeseen events, we maintain a range of insurance policies, including corporate coverage, industrial all-risk
insurance, public liability insurance, health insurance, burglary insurance, standard fire and special peril policies,
and workmen’s compensation policies. These insurance policies are periodically reviewed and renewed to ensure
comprehensive and adequate coverage.
No. Insurance Company Description Date of expiry Sum Insured
(₹ in million)
1. The Oriental Insurance Public Liability Policy October 31, 2025 50.00
Company Limited
2. The Oriental Insurance Marine Cargo Open Policy April 3, 2026 1,500.00
Company Limited
3. The Oriental Insurance Marine Cargo Open Policy July 18, 2026 300.00
Company Limited
247No. Insurance Company Description Date of expiry Sum Insured
(₹ in million)
4. National Insurance Company Work Compensation Policy – December 15, 1.68
Limited Manufacturing Facility I 2025
5. National Insurance Company Work Compensation Policy – May 22, 2026 2.12
Limited Manufacturing Facility II and
Manufacturing Facility III
6. The Oriental Insurance Burglary Standard Policy – December 20, 440.00
Company Limited Manufacturing Facility I 2025
7. The Oriental Insurance Burglary Standard Policy – August 13, 2026 530.00
Company Limited Manufacturing Facility II
8. The Oriental Insurance Burglary Standard Policy – June 7, 2026 857.00
Company Limited Manufacturing Facility III
9. The Oriental Insurance Flexi Bharat Laghu Udyam December 20, 490.00
Company Limited Surksha Policy – 2025
Manufacturing Facility I
10. The Oriental Insurance Flexi Bharat Laghu Udyam August 13, 2026 551.00
Company Limited Surksha Policy –
Manufacturing Facility II
11. The Oriental Insurance Flexi Bharat Laghu Udyam June 7, 2026 867.00
Company Limited Surksha Policy –
Manufacturing Facility III
12. ICICI Lombard General Group Health (Floater) September 20, 32.60
Insurance Company Limited Insurance 2025
In addition to the above detailed policies, our Company has also obtained insurances for the vehicles being used
by the Company.
We believe that our insurance coverage is in accordance with industry customs, including the terms of and the
coverage provided by such insurances. Our policies are subject to standard limitations. Therefore, insurance might
not necessarily cover all losses incurred by us and we cannot provide any assurance that we will not incur losses
or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies. There have been
no instances of (i) losses vis-a-vis insurance cover; and (ii) any past instance of a claim exceeding liability
insurance cover in the last three fiscals. For further details, see “Risk Factors – Our insurance policies may not
be adequate to cover all losses incurred in our business. An inability to maintain adequate insurance cover to
protect us from material adverse incidents in connection with our business may adversely affect our operations
and profitability” on page 75.
Quality Control, Testing and Certifications
We have established quality assurance management systems and procedures designed to maintain consistency in
our products. Our in-house quality control process includes rigorous inspection, testing, and certification to ensure
high standards.
To stay ahead of competitors and meet customer expectations, we continuously strive to enhance our offerings
and deliver superior products that ensure complete customer satisfaction. We also invest in upgrading our
technology and equipment, periodically introducing new systems to improve efficiency and product quality.
Our manufacturing facilities are certified under ISO 9001:2015 for Quality Management System for
manufacturing and supply of Pesticides, Herbicides, Fungicides & Micro Nutrients and ISO 14001: 2015 for
Environmental Management System certification for manufacturing and supply of Pesticides, Herbicides,
Fungicides & Micro Nutrients. Our quality control and quality assurance teams closely monitor every stage of the
manufacturing and product development process, from the initial testing of raw materials to the final inspection
before packaging and shipment.
Final products are approved for dispatch only after a sample from each batch undergoes rigorous testing by our
quality control and quality assurance teams. These tests ensure compliance with both customer specifications and
248in-house quality standards, guaranteeing product excellence before delivery. For details, see “Government and
Other Approval” on page 391 and “Risk Factors – We require certain approvals and licenses in the ordinary
course of business and are required to comply with certain rules and regulations to operate our business, any
failure to obtain, retain and renew such approvals and licences or comply with such rules and regulations may
adversely affect our operations” on page 61.
Export and Export Obligations
As on the date of this Prospectus, our Company does not have any export obligations.
However, our Company receives certain export benefits from the Government of India. Due to our export
activities, our Company enjoyed certain benefits of incentives under the schemes of duty drawback and Remission
of Duties and Taxes on Exported Products.
The details of fiscal benefits enjoyed by our Company on account of such schemes during the periods indicated
therein and as % of total revenue are as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ (in As % of Total ₹ (in As % of Total ₹(in As % of Total
millions) Revenue from millions) Revenue from millions) Revenue from
operations operations operations
Export 3.42 0.07 5.62 0.12 7.44 0.19
Incentives
Corporate Social Responsibility
We have constituted a CSR Committee of our Board of Directors and have adopted and formulated a CSR policy,
pursuant to which we carry out CSR activities which include donation to support animal welfare, education, and
community aid. As per our Restated Financial Statements, our CSR Expenditure for the last three Fiscals was
₹4.43 million, ₹3.07 million, and ₹2.31 million respectively out of which we spent ₹7.01 million and ₹1.91 during
the Fiscal 2025 and Fiscal 2024 respectively. For details, see “Risk Factors – There may have been certain
instances of non-compliances with respect to certain corporate actions taken by our Company in the past.
Consequently, we may be subject to regulatory actions and penalties. on page 63.
Intellectual Property Rights
As on the date of this Prospectus, our Company has made application for registration of some of our Trademarks
with the Registrar of Trademarks under the Trademarks Act, 1999. We set out below the details of such trademark:
Date of Trademark Class Registration Status
Registration / Number /
Application Application
Number
September “SULTOX” 5 4847207 Registered
19, 2022
October 2, “SAMRAT ZINC” 1 4847206 Registered
2022
January 22, “ADVANCE AGROLIFE 5 6818011 Pending
2025 LIMITED”
January 22, “ADVANCE AGROLIFE 35 6818012 Pending
2025 LIMITED”
For details, see “Risk Factor – We may not be able to adequately protect our intellectual property, which may
adversely affect us” on page 74.
249Our Properties
Immovable Properties
The following table sets forth the location and other details of the material properties owned/leased:
Address of Premises Purpose Date of Purchased or Owned/ Total
Purchase/Lease/Pe Leased from Leased Rent/Lease
riod of Lease
E-39, RIICO Industrial Area, Registered Office March 27, 2007 Rajasthan State Leased N.A.
Bagru (EXT.), Jaipur – 303 and Manufacturing Industrial for 99
007, Rajasthan, India Facility I (Technical Development years.
Plant - 2,4-D & Investment
products) Corporation
Limited
712/1, Vill. Dahami Khurd, Manufacturing II October 05, 2016 Bhura Ram Jatt Owned# N.A.
Post Dahami Kalan, Jaipur – (Formulation Plant -
303 007, Rajasthan, India Sulphur-based
products)
713/4, Vill. Dhami Khurd, Manufacturing III October 23,2020 Kanwari Devi Owned^ N.A.
Bagru, Jaipur -303 007, (Formulation Plant - and Birdichand
Rajasthan, India Pesticide
Granules/Liquid)
Plot No G-49, Industrial Manufacturing I-Ext February 16, 2022 Shubham Owned N.A.
Area, Bagru (EXT.), At (Technical Plant - Industries
Village Bagru Kalan Tehsil 2,4-D products)
Sanganer Jaipur – 303 007,
Rajasthan, India
301, 3rd Floor & 140-B Corporate Office From May 1, 2025 to Alok Pareek Leased ₹0.10
Pandit TN Mishra Marg, April 4, 2028 million Per
Nirman Nagar, Jaipur – 302 Month
019, Rajasthan, India (from May
1, 2025 till
September
30, 2025)
and ₹0.12
million per
month
(from
October 1,
2025 till
April 30,
2026) and
with 5%
yearly
increment
thereafter.
Industries Plot No G-48 Raw Material From July 01, 2024 Arun Kumar Leased ₹0.085
Bagru Kalan teh Sanganer storage of Unit-I to July 31, 2029 Singal million Per
Jaipur – 303 007, Rajasthan, month
India
Khasra No 906/713, at Raw Material June 19, 2024 Gyanchand and Owned N.A.
Village Dehmi Khurd Tehsil, storage of Unit-II Vijay
Sanganer, Jaipur – 303 007, and III Choudhary
Rajasthan, India
Khasra No 710-3, 712, 712-8, Manufacturing February 23, 2024 Manish Owned N.A.
Village Dehmi Khurd, Tehsil Facility II-Ext. Choudhary and
Sanganer, Jaipur – 303 007, (Formulation Plant - Subhesh
Rajasthan, India Pesticide Choudhary
Granules/Liquid)
710/3, 712/2, Vill. Dehmi Storage Facility of From November 09, Madanlal Leased ₹0.13
Khurd, Post Kalan, Jaipur – Unit-II 2023 to October 08, Choudhary and million Per
250Address of Premises Purpose Date of Purchased or Owned/ Total
Purchase/Lease/Pe Leased from Leased Rent/Lease
riod of Lease
303 007, Rajasthan, India 2029 Ritwik Month
Choudhary
712/3, Vill. Dehmi Khurd, Storage Facility of From August 01, Vimla Devi Leased ₹0.05
Post Kalan, Jaipur – 303 007, Unit-II 2024 to August 01, million per
Rajasthan, India 2029 month
Khasra No 710/3, at Village. Manufacturing February 23, 2024 Kedar Owned N.A.
Dehmi Khurd, Tehsil Facility II-Ext. Choudhary
Sanganer, Jaipur – 303 007, (Formulation Plant -
Rajasthan, India Pesticide
Granules/Liquid)
Khasra No 710/4, Village Manufacturing May 07, 2024 Saru Owned N.A.
Dehmi Khurd, Tehsil Facility II-Ext
Sanganer, Jaipur – 303 007, (Formulation Plant -
Rajasthan, India Pesticide
Granules/Liquid)
Khasra No. 2408/1654 and Unit- IV Open area January 21, 2023 Prabhati Devi Owned N.A.
2409/1654, Village Gidani,
Tehsil Sanganer, Jaipur – 303
007, Rajasthan, India
691,714,715,716,900- Raw Material May 11, 2025 Shri Hiralal Owned N.A.
713,714-1, Vill. Dahami Storage warehouse Chaudhary;
Khurd, Post Dahami Kalan, Shri Babulal
Jaipur- 303 007, Rajasthan, Chaudhary;
India Shri Ramdhan
Chaudhary;
and Smt. Koyli
Dev
903-713, Vill. Dahami Open area March 3, 2025 Smt. Manni Owned N.A.
Khurd, Post Dahami Kalan, Devi and Shri
Jaipur- 303 007, Rajasthan, Ladu Ram
India
G-52, Riico Industrial Area, Raw Material May 23, 2025 to Om Art Leased ₹0.16
Bagru (EXT.), Jaipur- 303 storage Warehouse May 22, 2028 Creations for 3 millions per
007, Rajasthan, India years month
^ The property was originally acquired as agricultural land and was subsequently converted to industrial use through an application submitted
to Jaipur Industrial Land Development Authority. Pursuant to approval, the land was legally converted from agricultural to industrial
classification for a term of 99 years for a one-time amount of ₹ 3.02 million.
# The property was originally acquired as agricultural land and was subsequently converted to industrial use through an application submitted
to Jaipur Industrial Land Development Authority. Pursuant to approval, the land was legally converted from agricultural to industrial
classification for a term of 99 years for an amount of ₹ 0.35 million payable every 8 years with 25% escalation of the amount at every 15
years.
Note: Our Company has GST registration in Karnataka, Uttarakhand, Uttar Pradesh, Chhattisgarh, Madhya Pradesh, Haryana and
Jharkhand for the purpose of client requirements. However, no operations are carried out as on the date of filling of this Prospectus and there
are no employees of our Company deployed at the premises.
Note: None of the properties taken on lease by the Company are from the Promoter or Promoter Group. Further, the lease deeds executed
are adequately stamped/registered
251KEY REGULATIONS AND POLICIES IN INDIA
In carrying on our business as described in the section titled “Our Business” on page 216, our Company is
regulated by the following legislations in India. The following description is a summary of the relevant regulations
and policies as prescribed by the Government of India and other regulatory bodies that are applicable to our
business. The information detailed in this chapter has been obtained from the various legislations, including rules
and regulations promulgated by the regulatory bodies and the bye laws of the local authorities that are available
in the public domain. The regulations and policies set out below may not be 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. For details of Government Approvals obtained by the Company in compliance with
these regulations, see “Government and Other Statutory Approvals” on page 391.
Our business is governed by various central and state legislations that regulate the substantive and procedural
aspects of our Company’s businesses. Our Company is required to obtain and regularly renew certain licenses/
registrations and/or permissions required statutorily under the provisions of various Central and State Government
regulations, rules, bye-laws, acts and policies.
Given below is a brief description of the certain relevant legislations that are currently applicable to the business
carried on by our Company:
A. Industry Related Laws
The Essential Commodities Act, 1955 (“EC Act”)
The EC Act provides for the regulation and control of production, supply, distribution and pricing of
commodities which are declared as essential, for maintaining or increasing supplies or for securing their
equitable distribution and availability at fair prices. Under Section 3 of the EC Act, if the Government
of India, in the interest of maintaining or increasing supplies of any essential commodity or for securing
their equitable distribution and availability at fair prices, it may, by order, provide for regulating or
prohibiting the production, supply and distribution thereof and trade and commerce therein. Such orders
may provide for, among other things, controlling the price at which essential commodities are sold,
requiring any person producing an essential commodity to sell the whole or a part of the produce and so
on. Violation of the terms of these orders are punishable under Section 7 of the EC Act. Further, the
Schedule of the EC Act provides for a list of essential commodities, including but not limited to drugs,
fertilizers (whether inorganic, organic or mixed), foodstuffs and petroleum. Under Section 2A of the EC
Act, the Government of India may add or remove any commodity from the Schedule.
Fertilizer (Movement Control) Order, 1973
The Fertilizer (Movement Control) Order, 1973 was issued under the Essential Commodities Act, 1955,
with the primary objective of ensuring the equitable distribution and availability of fertilizers across
India. This Order empowers the government to regulate the movement, storage, and distribution of
fertilizers to prevent hoarding, black marketing, and regional imbalances. Under the Order, the central
government can issue directions to manufacturers, importers, and dealers regarding the movement of
fertilizers from one state or region to another, depending on the demand and supply situation. It allows
the government to prioritize regions facing shortages and ensures timely delivery to agricultural areas,
especially during peak sowing seasons. This control mechanism plays a critical role in maintaining
fertilizer availability in rural and agriculturally dependent regions, thus supporting food security and
balanced agricultural development.
Industrial (Development and Regulation) Act, 1951
The Industrial (Development and Regulation) Act, 1951 (“IDRA”) was enacted by the Government of
India to regulate and promote the growth of industries in the country. It marked a key step in
implementing India’s planned economic development in the post-independence era.The IDRA empowers
the central government to take measures for the development and regulation of industries declared to be
under its control. It mandates that industrial undertakings must obtain a license for setting up or
expanding operations, especially in scheduled industries. The objective is to ensure balanced regional
252development, prevent concentration of economic power, and encourage fair competition. Over time, the
IDRA has been amended to liberalize the industrial sector, notably during the 1991 economic reforms,
which reduced licensing requirements significantly
The Fertiliser (Inorganic, Organic or Mixed) (Control) Order, 1985 (“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 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 (“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.
Public Liability Insurance Act, 1991 (“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 Government 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.
The Indian Boilers Act, 1923 (“Boilers Act”)
The Boilers Act states that the owner of any boiler (as defined therein), which is wholly or partly under
pressure when is shut off, shall under the provisions of the Boilers Act, apply to the Inspector appointed
thereunder to have the boiler registered which shall be accompanied by prescribed fee. The certificate
for use of a registered boiler is issued pursuant to such application, for a period not exceeding
twelve months, provided that a certificate in respect of an economiser or of an unfired boiler which
forms an integral part of a processing plant in which steam is generated solely by the use of oil, asphalt
or bitumen as a heating medium may be issued for a period not exceeding twenty-four months in
accordance with the regulations made under Boilers Act. On the expiry of the term or due to any
structural alteration, addition or renewal to the boiler, the owner of the boiler shall renew the certificate
by providing the Inspector all reasonable facilities for the examination and all such information as may
reasonably be required of him to have the boiler properly prepared and ready for examination in the
prescribed manner.
The Legal Metrology Act, 2009 (the “Legal Metrology Act”) and The Legal Metrology (Packaged
Commodities) Rules, 2011 (the “Legal Metrology Rules”)
The Legal Metrology Act, along with the Legal Metrology Rules, establishes and enforces standards of
weights and measures, regulates trade and commerce in weights, measures and other goods which are
sold or distributed by weight, measure or numbers. Any transaction relating to goods or a class of goods
253shall be as per the weight, measurements or numbers prescribed by the Legal Metrology Act. The Legal
Metrology Act prohibits the manufacture, packing, selling, importing, distributing, delivering, offer for
sale of any pre-packaged commodity if such does not adhere to the standard regulations set out. The
Legal Metrology Rules are ancillary to the Legal Metrology Act and set out to define various
manufacturing and packing terminology. It lays out specific prohibitions where manufacturing, packing,
selling, importing, distributing, delivering, offering for sale would be illegal and requires that any form
of advertisement where the retail sale price is given must contain a net quantity declaration.
Circumstances which are punishable are also laid out in the Legal Metrology Rules.
The Insecticides Act, 1968 (the “Insecticides Act”) and the Insecticides Rules, 1971
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 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.
254Additionally, 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. 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 advising 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 (Prohibition) Order, 2023, prohibits use, sale and distribution of certain insecticides
mentioned in the Schedule and cancels all certificates of registration granted under section 9 of the
Insecticides Act. Further, it omits several crops from labels and leaflets in respect of several insecticides.
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 minimize 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, storageor for ordinary use, and includes any substance intended for use as a
plant growth regulator, defoliant, desiccant, fruit thinningagent, 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 license 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 license is punishable with imprisonment of up to three years, or a fine of
not less than ₹ 0.10 million and extending up to ₹0.40 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 Explosives Act, 1884 (the “Explosives Act”) and the Explosives Rules, 2008 (the “Explosive
Rules”)
This is a comprehensive legislation which regulates the manufacture, 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, used or manufactured with
an intent to produce a practical effect by explosion shall be covered under the Explosives Act. The
Central Government may, by notification, prohibit, either absolutely or subject to conditions, the
manufacture and import of dangerous explosives.
255The Petroleum Act, 1934 (the “Petroleum Act”) and Petroleum Rules, 2002
The Petroleum Act was passed to consolidate and amend the laws relating to the import, transport,
storage, production, refining and blending of petroleum. Petroleum may be any liquid, hydrocarbon, or
mixture of hydrocarbons, and inflammable mixture (liquid, viscous or solid containing any hydrocarbon,
and includes natural gas and refinery gas.
Under the Petroleum Rules, 2002, any person intending to store furnace oil/petroleum, of such class and
in such quantities, otherwise than under a license shall take the approval of the Chief Controller before
commencing storage.
Consumer Protection Act, 2019 (the “Consumer Protection Act”) and the rules made thereunder
The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and
enacted to provide simpler and quicker access to redress consumer grievances. It seeks, inter alia to
promote and protect the interests of consumers against deficiencies and defects in goods or services and
secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers,
service providers and traders. The definition of “consumer” under the Consumer Protection Act also
includes persons engaged in offline or online transactions through electronic means or by tele-shopping
or direct-selling or multi-level marketing. It provides for the establishment of consumer disputes
redressal forums and commissions for the purposes of redressal of consumer grievances. In addition to
awarding compensation and/or passing corrective orders, the forums and commissions under the
Consumer Protection Act, in cases of misleading and false advertisements, are empowered to impose
imprisonment for a term which may extend to two years and fine which may extend to one million.
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.
B. Laws Relating to Employment
The various labour and employment related legislation that may apply to our operations, from the
perspective of protecting the workers’ rights and specifying registration, reporting and other
compliances, and the requirements that may apply to us as an employer, would include, among others,
the following: (i) Contract Labour (Regulation and Abolition) Act, 1970; (ii) Relevant state specific
shops and commercial establishment legislations; (iii) Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952; (iv) Employees’ State Insurance Act, 1948; (v) Minimum Wages Act, 1948; (vi)
Payment of Bonus Act, 1965; (vii) Payment of Gratuity Act, 1972; (viii) Payment of Wages Act, 1936;
(ix) Maternity Benefit Act, 1961; (x) the Child Labour (Protection Regulation) Act, 1986, Child and
Adolescent Labour (Prohibition and Regulation) Rules, 1988; (xi) Apprenticeship Act, 1961; (xii) Equal
Remuneration Act, 1976; (xiii) Employees’ Compensation Act, 1923; and (xiv) Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 In order to rationalize and
reform labour laws in India, the Government has enacted the following codes:
The Factories Act of 1948 (“Factories Act”)
The Factories Act seeks to regulate labour employed in factories and makes provisions for the safety,
health and welfare of the workers. The Factories Act, 1948 (“Factories Act”) defines a factory to be any
premises including the precincts thereof, on which on any day in the previous twelve (12) months, ten
(10) or more workers are or were working and in which a ‘manufacturing process’ is being carried on or
is ordinarily carried on with the aid of power; or where at least twenty (20) workers are or were working
on any day in the preceding twelve (12) months and on which a manufacturing process is being carried
256on or is ordinarily carried on without the aid of power. State governments prescribe rules with respect to
the prior submission of plans, their approval for the establishment of factories and the registration and
licensing of factories. The Factories Act provides that the occupier of a factory (defined as the person
who has ultimate control over the affairs of the factory and in the case of a company, any one of the
directors) shall ensure the health, safety and welfare of all workers while they are at work in the factory,
especially in respect of safety and proper maintenance of the factory such that it does not pose health
risks, the safe use, handling, storage and transport of factory articles and substances, provision of
adequate instruction, training and supervision to ensure workers health and safety, cleanliness and safe
working conditions. If there is a contravention of any of the provisions of the Factories Act or the rules
framed there under, the occupier and manager of the factory may be punished with imprisonment or with
a fine or with both.
The Industrial Relations Code, 2020
The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020
and it proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the
Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of
this Code will be brought into force on a date to be notified by the Government of India.
Code on Wages, 2019
The Code on Wages regulates and amalgamates wage and bonus payments and subsumes four existing
laws namely –the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus
Act, 1965 and the Equal Remuneration Act, 1976. It regulates, inter alia, the minimum wages payable to
employees, the manner of payment and calculation of wages and the payment of bonus to employee. The
Central Government has notified certain provisions of the Code on Wages, mainly in relation to the
constitution of the central advisory board. Certain portions of the Code on Wages, 2019, have come into
force upon notification by the Ministry of Labour and Employment. The remaining provisions of these
codes shall become effective as and when notified by the Government of India.
Code on Social Security, 2020
The Code on Social Security, 2020, which amends and consolidates laws relating to social security, and
subsumes various social security related legislations, among other things, including the Employee’s
Compensation Act, 1923, Employee’s State Insurance Act, 1948, the Employee’s 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, 1966,the Employment Exchanges
(Compulsory Notification of Vacancies) Act, 1956 and the Unorganized Workers’ Social Security Act,
2008. It governs the constitution and functioning of social security organisations such as the Employee’s
Provident Fund and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the
provision of maternity benefits and compensation in the event of accidents that employees may suffer,
among others. Recently, the Ministry of Labour and Employment vide notification No. S.O. 206I) dated
May 3, 2023, has enforced certain provisions of the said code inter alia Employees’ Pension Scheme,
1995 and Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code consolidates and amends the laws
regulating the occupational safety and health and working conditions of the persons employed in an
establishment. It replaces certain old central labour laws including the Factories Act, 1948, Contract
Labour (Regulation and Abolition) Act, 1970, the Building and Other Construction Workers (Regulation
of Employment and Conditions of Service) Act, 1996 and the Inter-State Migrant Workmen (Regulation
of Employment and Conditions of Service) Act, 1979.
257C. Environmental Laws
The Environment Protection Act 1986 (the “Environment Protection Act”) and Environment
Protection Rules, 1986 (the “Environment Protection Rules”)
The Environment Protection Act was enacted to provide a framework for co-ordination of the activities
of various central and state authorities established under previous laws. The Environment Protection Act
authorises the central government to protect and improve environment quality, control and reduce
pollution. The Environment Protection Act specifies that no person carrying on any industry, operation
or process shall discharge or emit or permit to be discharged or emitted any environment pollutants in
excess of such standards as prescribed. The contravention or failure to comply with the provisions of the
Environment Protection Act may attract penalties in the form of imprisonment or fine. Further, the
Environment Protection Rules specifies, amongst others, the standards for emission or discharge of
environmental pollutants, and restrictions on the handling of hazardous substances in different areas.
The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) and Air (Prevention
and Control of Pollution) Act, 1981 (“Air Act”)
The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of
the standards set out by the concerned PCB. The Water Act also provides that the consent of the
concerned PCB must be obtained prior to opening of any new outlets or discharges, which are likely to
discharge sewage or effluent. Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) The
Air Act requires that any industry or institution emitting smoke or gases must apply in a prescribed form
and obtain consent from the state PCB prior to commencing any activity. The state PCB is required to
grant, or refuse, consent within four months of receipt of the application. The consent may contain
conditions relating to specifications of pollution control equipment to be installed.
Air (Prevention and Control of Pollution) Act 1981
The Air (Prevention and Control of Pollution) Act 1981 has been enacted to provide for the prevention,
control and abatement of air pollution. The statute was enacted with a view to protect the environment
and surroundings from any adverse effects of the pollutants that may emanate from any factory or
manufacturing operation or activity. It lays down the limits with regard to emissions and pollutants that
are a direct result of any operation or activity. Periodic checks on the factories are mandated in the form
of yearly approvals and consents from the corresponding Pollution Control Boards in the state.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous
Waste Rules”)
The Hazardous Waste Rules define the term ‘hazardous waste’ to include any waste which by reason of
physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive characteristics cause
danger or is likely to cause danger to health or environment, whether alone or in contact with other wastes
or substances including waste specified in the schedules to the Hazardous Waste Rules. In terms of the
Hazardous Waste Rules, occupiers, being persons who have control over the affairs of a factory or
premises or any person in possession of hazardous or other waste, have been, inter alia, made responsible
for safe and environmentally sound management of hazardous and other wastes generated in their
establishments and are required to obtain license/ authorization from the respective State PCB for
handling, generation, collection, storage, packaging, transportation, usage, treatment, processing,
recycling, recovery, pre-processing, co-processing, utlization, selling, transferring or disposing
hazardous or other waste.
The Manufacturing, Storage & Import of Hazardous Chemicals Rules, 1989 (“MSIHC Rules”)
The MSIHC Rules apply to an industrial activity in which a hazardous chemical as stipulated in Schedule
I of the MSIHC Rules is involved, or the isolated storage of a hazardous chemical listed in Schedule II
of the MSIHC Rules. The MSIHC Rules stipulate that an occupier in control of an industrial activity has
to provide evidence for having identified the major accident hazards and taken adequate steps to prevent
such major accidents and to limit their consequences to persons and the environment. The occupier has
258an obligation to show that he has provided necessary information, training and equipment, including
antidotes to the persons working on the site to ensure their safety. Further, the occupier is under an
obligation to notify the concerned authority on the occurrence of a major accident on the site or pipeline
within 48 hours
Bio-Medical Waste Management Rules, 2016 (the “BMW Rules”)
The BMW Rules have been made under the EP Act and is applicable to all persons who generate, collect,
receive, store, transport, treat, dispose or handle bio-medical waste in any form. The BMW Rules
mandate every occupier of an institution generating bio-medical waste to take all necessary steps to
ensure that such waste is handled without any adverse effect to human health and environment and inter
alia to make a provision within the premises for a safe, ventilated and secured location for storage of
segregated bio-medical waste, pre-treat laboratory waste and provide training to workers involved in
handling bio-medical waste. The BMW Rules further require every occupier or operator handling bio-
medical waste to apply to the prescribed authority for grant of authorization and submit an annual report
to the prescribed authority and also to maintain records related to the generation, collection, receipt,
storage, transportation, treatment, disposal, or any form of handling of biomedical waste in accordance
with the BMW Rules and the guidelines issued thereunder. Section 15 of the EP Act provides that
whoever fails to comply with or contravenes any of the provisions of this Act, or the rules made or orders
or directions issued thereunder, would be punishable with fine or imprisonment or both.
The Plastic Waste Management Rules, 2016 (the “Plastic Rules”)
The Plastic Rules give thrust on plastic waste minimisation, source segregation, recycling, involving
waste pickers, recyclers and waste processors in collection of plastic waste fraction either from
households or any other source of its generation or intermediate material recovery facility and adopt
polluter’s pay principle for the sustainability of the waste management system.
The manufacture, import, stocking, distribution, sale and use of carry bags, plastic sheets or like, or cover
made of plastic sheet and multi-layered packaging, shall be, inter alia, subject to the following conditions
like: carry bags and plastic packaging shall either be in natural shade which is without any added
pigments or made using only those pigments and colourants which are in conformity with Indian
Standard: IS 9833:1981, sachets using plastic material shall not be used for storing, packing or selling
gutkha, tobacco and pan masala, etc.
D. Intellectual Property Laws
The Trademarks Act, 1999 (“Trademarks Act”)
Under the Trademarks Act, a trademark is a mark capable of being represented graphically and which is
capable of distinguishing the goods or services of one person from those of others used in relation to
goods and services to indicate a connection in the course of trade between the goods and some person
having the right as proprietor to use the mark. Section 18 of the Trademarks Act requires that any person
claiming to be the proprietor of a trademark used or proposed to be used by him, must apply for
registration in writing to the registrar of trademarks. The right to use the mark can be exercised either by
the registered proprietor or a registered user. The present term of registration of a trademark is 10 (ten)
years, which may be renewed for similar periods on payment of a prescribed renewals.
The Patents Act 1970 (“Patents Act”)
The Patents Act governs the patent regime in India. A patent under the Patents Act is an intellectual
property right relating to inventions and grant of exclusive right, for limited period, provided by the
Government to the patentee, in exchange of full disclosure of his invention, for excluding others from
making, using, selling and importing the patented product or process or produce that product. 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 must 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.
259The Copyright Act, 1957
The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) governs copyright
protection in India. Even while copyright registration is not a prerequisite for acquiring or enforcing a
copyright in an otherwise copyrightable work, registration under the Copyright Laws acts as prima-facie
evidence of the particulars entered therein and helps expedite infringement proceedings and reduce delay
caused due to evidentiary considerations. The Copyright Laws prescribe a fine, imprisonment or both for
violations, with enhanced penalty on second or subsequent convictions.
E. Foreign Investment Regulations
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 regulates mode of payment and
remittance of sale proceeds, among others. 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.
Foreign Trade (Development and Regulation) Act, 1992 (“FTA”)
In India, the main legislation concerning foreign trade is the FTA. The FTA read along with relevant
rules provides for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India and for matters connected therewith or incidental thereto.
As per the provisions of the Act, the Government:
(i) may make provisions for facilitating and controlling foreign trade;
(ii) may prohibit, restrict and regulate exports and imports, in all or specified cases as well as subject
them to exceptions, if any;
(iii) is authorized to formulate and announce an export and import policy and also amend the same
from time to time, by notification in the Official Gazette;
(iv) is also authorized to appoint a Director General of Foreign Trade for the purpose of the Act,
including formulation and implementation of the Export-Import (EXIM) Policy.
FTA read with the Indian foreign trade policy provides that no export or import can be made by a
company without an importer-exporter code number unless such company is specifically exempt. An
application for an importer exporter code number has to be made to the office of the Joint Director
General of Foreign Trade, Ministry of Commerce.
FEMA Rules
The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management
(Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No.
FEMA. 395/2019-RB dated October 17, 2019 (“FEMA Rules”) to prohibit, restrict, or regulate transfer
by or issue security to a person resident outside India. As laid down by the FEMA Rules, no prior
consents and approvals are required from the RBI for Foreign Direct Investment (“FDI”) under the
“automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI under
the automatic route, and in respect of investment in excess of the specified sectoral limits under the
automatic route, approval may be required from the RBI. At present, the FDI Policy does not prescribe
any cap on the foreign investments in the sector in which the Company operates. Therefore, foreign
investment up to 100% is permitted in the Company under the automatic route.
260The Export (Quality Control and Inspection) Act, 1963 (the "Export Act")
The Export Act empowers the Government of India to establish, a council called the Export Inspection
Council, which would advise the Central Government regarding measures for the enforcement of quality
control and inspection in relation to commodities intended for export and to formulate programmes in
connection therewith, to make, with the concurrence of the Central Government, grants-in-aid to various
agencies involved in foreign trade.
F. Taxation Laws
Income Tax Act, 1961
Income Tax Act, 1961 is applicable to every domestic or foreign company whose income is taxable under
the provisions of this Act or rules made under it depending upon its “Residential Status” and “Type of
Income” involved. Under section 139(1) every Company is required to file its income tax return for every
previous year by October 31 of the assessment year. Other compliances like those relating to tax
deduction at source, fringe benefit tax, advance tax, and minimum alternative tax and the like are also
required to be complied with by every company.
Goods and Service Tax (GST)
Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central
and State Governments. GST provides for imposition of tax on the supply of goods or services and will
be levied by Centre on intra-state supply of goods or services and by the States including Union territories
with legislature/ Union Territories without legislature respectively. A destination-based consumption tax
GST would be a dual GST with the center and states simultaneously levying tax with a common base.
The GST law is enforced by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods
and Services Tax Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST),
Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax (Compensation to
States) Act, 2017 and various rules made thereunder.
Customs Act, 1962 (“Customs Act”)
The Customs Act, as amended, regulates import of goods into and export of goods from India by
providing for levy and collection of customs duties on goods in accordance with the Customs Tariff Act,
1975. Any company intending to import or export goods is first required to get registered under the
Customs Act and obtain an Importer Exporter Code under FTDR. Customs duties are administrated by
Central Board of Indirect Tax and Customs under the Ministry of Finance, Government of India.
Professional Tax
The professional tax slabs in India are applicable to those citizens of India who are either involved in any
profession or trade. The State Government of each State is empowered with the responsibility of
structuring as well as formulating the respective professional tax criteria and is also required to collect
funds through professional tax. The professional taxes are charged on the incomes of individuals, profits
of business or gains in vocations. The professional tax is charged as per the List II of the Constitution.
The professional taxes are classified under various tax slabs in India. The tax payable under the State
Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages
payable to such person before such salary or wages is paid to him, and such employer shall, irrespective
of whether such deduction has been made or not when the salary and wage is paid to such persons, be
liable to pay tax on behalf of such person and employer has to obtain the registration from the assessing
authority in the prescribed manner. Every person liable to pay tax under these Acts (other than a person
earning salary or wages, in respect of whom the tax is payable by the employer), shall obtain a certificate
of enrolment from the assessing authority.
261G. Other Applicable Laws
The Companies Act, 2013 (“Companies Act”)
The Companies Act deals with laws relating to companies and certain other associations. The Companies
Act primarily regulates the formation, financing, functioning, and winding up of companies. The
Companies Act prescribes regulatory mechanism regarding all relevant aspects, including organizational,
financial, and managerial aspects of companies. It deals with issue, allotment and transfer of securities
and various aspects relating to company management. It provides for standard of disclosure in public
issues of capital, particularly in the fields of company management and projects, information about other
listed companies under the same management, and management perception of risk factors.
Consumer Protection Act, 2019 (the “Consumer Protection Act”) and the rules made thereunder
The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, was designed and
enacted to provide simpler and quicker access to redress consumer grievances. It seeks, inter alia to
promote and protect the interests of consumers against deficiencies and defects in goods or services and
secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers,
service providers and traders. The definition of “consumer” under the Consumer Protection Act also
includes persons engaged in offline or online transactions through electronic means or by tele-shopping
or direct-selling or multi-level marketing. It provides for the establishment of consumer disputes
redressal forums and commissions for the purposes of redressal of consumer grievances. In addition to
awarding compensation and/or passing corrective orders, the forums and commissions under the
Consumer Protection Act, in cases of misleading and false advertisements, are empowered to impose
imprisonment for a term which may extend to two years and fine which may extend to one million.
Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in different states,
commercial establishments are required to be registered. Such legislations regulate the working and
employment conditions of workers employed in shops and 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.
The Indian Contract Act, 1872 (“Contract Act”)
The Indian Contract Act lays down the essentials of a valid contract, it provides a framework of rules
and regulations that govern the validity, execution and performance of a contract and codifies the way in
which a contract may be entered into, executed, implementation of the provisions of a contract and effects
of breach of a contract. The Contract Act consists of limiting factors subject to which contract may be
entered into, executed and the breach enforced. The contracting parties themselves decide the rights and
duties of parties and terms of agreement.
Sale of Goods Act, 1930 (the “Sale of Goods Act”)
The Sale of Goods Act governs contracts relating to sale of goods in India. The contracts for sale of goods
are subject to the general principles of the law relating to contracts. A contract of sale may be an absolute
one or based on certain conditions. The Sale of Goods Act contains provisions in relation to the essential
aspects of such contracts, including the transfer of ownership of the goods, delivery of goods, rights and
duties of the buyer and seller, remedies for breach of contract and the conditions and warranties implied
under a contract for sale of goods.
Competition Act, 2002 (“Competition Act”)
The Competition Act aims to prevent anti-competitive practices that cause or are likely to cause an
appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates
anti-competitive agreements, abuse of dominant position and combinations. The Competition
Commission of India (“Competition Commission”) which became operational from May 20, 2009, has
262been established under the Competition Act to deal with inquiries relating to anti-competitive agreements
and abuse of dominant position and regulate combinations. The Competition Act also provides that the
Competition Commission has the jurisdiction to inquire into and pass orders in relation to an anti-
competitive agreement, abuse of dominant position or a combination, which even though entered into,
arising, or taking place outside India or signed between one or more non-Indian parties, but causes an
appreciable adverse effect in the relevant market in India.
Electricity Act, 2003 (“Electricity Act”)
The Electricity Act was enacted to regulate the generation, transmission, distribution, trading and use of
electricity by authorising a person to carry on the above acts either by availing a license or by seeking an
exemption under the Electricity Act. Additionally, the Electricity Act states no person other than Central
Transmission Utility or State Transmission Utility, or a licensee shall transmit or use electricity at a rate
exceeding 250 watts and 100 volts in any street or place which is a factory within the meaning of the
Factories Act, 1948 or a mine within the meaning of the Mines Act, 1952 or any place in which 100 or
more persons are ordinarily likely to be assembled. An exception to the said rule is given by stating that
the applicant shall apply by giving not less than 7 days’ notice in writing of his intention to the Electrical
Inspector and to the District Magistrate or the Commissioner of Police, as the case may be, containing
the particulars of electrical installation and plant, if any, the nature and purpose of supply of such
electricity. The Electricity Act also lays down the requirement of mandatory use of meters to regulate the
use of electricity and authorises the Commission so formed under the Electricity Act, to determine the
tariff for such usage. The Electricity Act also authorises the State Government to grant subsidy to the
consumers or class of consumers it deems fit from paying the standard tariff required to be paid.
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.
H. Other Laws
In addition to the above, our Company is required to comply with the provisions of the Prevention of
Corruption Act, 1988, Rent Control Act, Information technology act and other applicable laws and
regulations imposed by the Central and State Governments and other authorities for its day-to-day
operations.
263HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as Advance Micro Fertilizers Private Limited, a private limited
company under the erstwhile Companies Act, 1956, pursuant to a certificate of incorporation dated February 27,
2002, issued by the Registrar of Companies, Jaipur. Subsequently, pursuant to a resolution passed by our Board
dated December 9, 2020 and a special resolution passed by our Shareholders dated January 6, 2021, the name of
our Company was changed from Advance Micro Fertilizers Private Limited' to ‘Advance Agrolife Private
Limited' and a fresh certificate of incorporation dated February 3, 2021 was issued by the Registrar of Companies,
Jaipur. Upon the conversion of our Company to a public limited company, pursuant to a resolution passed by our
Board dated October 19, 2024 and a special resolution passed by our Shareholders dated November 13, 2024, the
name of our Company was changed from ‘Advance Agrolife Private Limited' to Advance Agrolife Limited ' and
a fresh certificate of incorporation dated December 04, 2024, was issued by the Registrar of Companies, Central
Processing Centre.
Changes in the Registered Office
Except as stated below, there has been no change in the address of our registered office since incorporation.
Date of Board resolution Details for change Reasons for change
July 01, 2009 The registered office of our Administrative convenience
Company was shifted from “301,
City Centre, S.C. Road, Jaipur
Rajasthan, India” to “E-39, RIICO
Industrial Area Ext. Bagru, Jaipur
– 303 007, Rajasthan, India”.
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
To carry on in India or elsewhere the business to manufactures, process, produce, formulate, mix, disinfect, clean,
wash, dilute, concentrate, compound, segregate. Pack, repack, add, remove, heat, grade, freeze, fermentate,
reduce, improve, buy, sell, resell, import, export, barter, transport, store, forward. distribute, dispose. develop,
handle, manipulate, market, produce supply, treat, work fabricate and to act as agent, broker, representative,
consultant, collaborator, adatia, stockists. liasioner, job worker, or otherwise to deal in all types of gas based,
natural or manmade fertilizers, pesticides, seeds, agriculture equipments and chemicals whether nitrogenous,
phosphatic, potash or otherwise such as agro products single super phosphate, triple super phosphate, rock, sodium
silica flouride, lime rock phosphate urea, sulphur, gypsum, silicon fluoride, vanadium pentoxide, oleuim,
sulphuric acid, zinc sulphate, silicon, dioxide, phosphoric acid, nitric acid, hydrochloric acid, soda ash, caustic,
soda, chlorine based chemicals, dianmmonium phosphate, monoammonium phosphate, calcium chloride and
other organic salts, by products, derivatives, compounds, residues, waste, whether straight, complex or mixed and
whether granulated or otherwise and to do all incidental acts and things necessary for the attaiment of above
objects.
The main objects clause as contained in the Memorandum of Association enable our Company to undertake its
existing activities.
Amendments to the Memorandum of Association
Set out below are the amendments to our Memorandum of Association for the past ten years of our Company till
the date of this Prospectus.
264Date of Shareholder’s Particulars
resolution/ Effective date
February 23, 2015 Clause V of the Memorandum of Association was amended to reflect the Alteration of the
Capital Clause to increase of the authorized share capital of our Company from ₹25,000,000
(Rupees twenty-five million) consisting of 2,500,000 (Two million and five hundred) Equity
Shares of ₹10 each. Equity Shares of ₹10 each to ₹35,000,000 (Rupees thirty-five million)
consisting of 3,500,000 (Three million and five hundred) Equity Shares of ₹10 each.
June 15, 2016 Clause V of the Memorandum of Association was amended to reflect the Alteration of the
Capital Clause to increase of the authorized share capital of our Company from ₹35,000,000
(Rupees thirty-five million) consisting of 3,500,000 (Three million and five hundred) Equity
Shares of ₹10 each. Equity Shares of ₹10 each to ₹45,000,000 (Rupees forty-five million)
consisting of 4,500,000 (Four million and five hundred) Equity Shares of ₹10 each.
February 03, 2021 Clause I of the Memorandum of Association of our Company was amended to reflect the
change in our name from ‘Advance Micro Fertilizers Private Limited’ to ‘Advance Agrolife
Private Limited’.
November 13, 2024 Clause V of the Memorandum of Association was amended to reflect the Alteration of the
Capital Clause to increase of the authorized share capital of our Company from ₹45,000,000
(Rupees forty-five million) consisting of 4,500,000 (Four million and five hundred) Equity
Shares of ₹10 each. Equity Shares of ₹10 each to ₹750,000,000 (Rupees seven hundred and
fifty million) consisting of 75,000,000 (Seventy-five million) Equity Shares of ₹10 each.
December 04, 2024 Clause I of the Memorandum of Association of our Company was amended to reflect the
change in our name from ‘Advance Agrolife Private Limited’ to ‘Advance Agrolife Limited’
February 13, 2025 Adoption of New Set of Memorandum of Association in accordance with the provisions of
the Companies Act, 2013, read with Companies (Incorpartion) Rules, 2014 and the deletion
of Object Clause ‘C’.
1. To carry on the business of manufacturers, processors, importers, exporters, buyers,
sellers, stockiest and distributors of and dealers in:
(a) Elastomers, synthetic resins, carbon black, leather, hides and skins, latexes and
formulations thereof.
(b) All types of compounds, dyewares, disinfectants and of electrical, photographical and
materials.
(c) Paper, newsprint, paper board, strawboard, hardboard, fibre-board, chip-board,
corrugated paper, transparent paper, craft paper, carbons, inks, parchment and corks.
2. To carry on the business of buyers, sellers, importers, exporters, distributors, stockiest,
agents or otherwise dealers in stones, packing materials, all kinds of metals, whether
ferrous or non-ferrous, all kinds of chemicals, all kinds of industrial and agricultural
products whatsoever, all kinds of agricultural, industrial, scientific implements tools,
apparatus, machineries and their accessories and to manufacture, process, buy, sell,
import, export or otherwise deal in such products, their raw materials, machines, stores,
packing materials and by-products.
3. To enter into any arrangement by way of a turn-key project involving supply of
technical, civil, financial, administrative, plant and merchandise information,
knowledge and experience and as such undertake for and on behalf of a client to set up
any plant or project in or outside India.
4. To act as agents or promoters of any trading or commercial business.
5. To plant, cultivate, produce, raise, make marketable, import, export, sell, buy, act as
agents, stockists, distributors or otherwise deal in all kinds of food-grains, oil cakes, tea,
coffee, jute, sugar, sugar cane and other types of produce of land to manufacture,
process, import, export, sell or otherwise deal in fertilizers of all varieties, D.D.T. and
other insecticidal and fungicidal sprays.
6. To carry on the business of manufacturers, processors, importers, buyers, sellers,
stockists and distributors of and dealers in
i. Tarpaulines, stainless steel utensils.
265Date of Shareholder’s Particulars
resolution/ Effective date
ii. Automobile workshop, engine, reconditioning workshops, automobiles,
agriculture and engineering tools and machines, earth movers, road rollers and
spare parts.
7. To carry on the business of suppliers of plant, machinery and equipments, stores, tools,
gadgets, devices, contraptions, instruments, spares, and components and to develop,
acquire, supply plans, drawings, estimates, project reports and know-how for industries,
business, companies, services and public bodies and Governments.
8. To carry on the business of transport by any means through roads, sea, air and to act as
transport-agents, travel agents, cargoes, shipping agents, couriers and booking agents.
9. To carry on the business of all or any of iron and steel founders, steel meters, steel
makers, steel shapers and mechanical, civil, electrical and general engineers and
fabricators, contractors, tool makers, brass founders, metal workers, manufacturers of
steel, metal and malleable grey castings including ferrous, non-ferrous, special and alloy
steel, spring steel, forging quality steel, manufacturers/processors of all types of
automobile components, forged components, railway track and wagon components,
signal equipments and all other types of railway components and accessories, alloys,
nut-bolts, steel rounds, nails, tools, all types of hard- ware items, all types of springs,
spring washers, grease cups, grease nipples, oil cups and cones, heavy and light
machinery, boilers, architectural fittings, sanitary fittings, pipe and pipe fittings,
metallurgists, gas and electrical engineers and manufacturers, plate-makers, wire-
drawers, tube manufacturers, galvanizers, Japanese, fe-rollers, annealors, enamellers
and electro-platers and to buy, take on lease or hire, sell, import, export, manufacture,
process, repair, convert, let on hire or otherwise deal in such products, their raw
materials, stores, packing materials, by-products and allied commodities, machineries,
rolling stock, implements, tools, utensils, ground tools, materials and conveniences of
all kinds.
10. To manufacture, repair, convert, alter, process, import, export, buy, sell or deal in all
sorts of automatic controls, thermal, hydraulic, magnetic, all types of tools, dies, relays,
agricultural, industrial and scientific instruments, appliances and apparatus, electrical
parts and accessories, plants and all other materials required for planning, processing,
finishing, machining and packing of all such products and to manufacture, process, buy,
sell, import, export or otherwise deal in such products, their raw materials, stores,
packing materials, by- products and allied commodities.
11. To search, prospect, win, work, get, raise, quarry, smelt, refine, dress, manufacture,
manipulate, convert, mal merchantable, sell, buy, import, export or otherwise, deal in
iron, iron ore, copper, gypsum, lead, nickle platinum, zinc, bauxite, tungston, ores
metals, silicon and manganese.
12. To carry on the business of manufacturers of or dealers in typewriters, cleaners, sewing
and printing machine
13. To carry on the business of Wine, Spirit and Liquor merchants, Brewers, Distillers,
Importers, exporters an Manufacturers of Aerated Mineral and artificial waters or
caterers for public amusement or entertainment.
14. To carry on the business of cinematograph and talkies, films, exhibitors and distributors,
theatric performances, circus play, open air theatres, dances, musical and other
entertainments of all kinds, game sports, dramatic and other performances of all kinds
whatsoever and activities relating to stage performance and letting of the same.
15. To carry on the business of operators of training and teaching schools, colleges,
workshops, institutes an classes for various trades, professions, crafts, arts and
university or institute courses after approval from concerned authority or as per
Government policies.
16. To carry on the business of printers in all the branches, newspapers, journals, magazines,
books and other literature, stationary and other articles to serve as stationers, offset
266Date of Shareholder’s Particulars
resolution/ Effective date
printers, lithographers, chromolithographer block makers, draftsman, envelop
manufacturers, paper bag and account books makers, numerical printers box makers and
book sellers.
17. To carry on the business of hire or otherwise take over all kinds of buses, mini buses,
tempos, lorries or an kind of vehicles, commonly used in carrying passengers and to
carry on the business of transportation in all or any of its branches.
18. To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market,
import, export or, otherwise deal in all kinds of cycles, mopeds, scooters, motor cycles,
auto rikshaw, motor cars, motor trucks, buses tractors, vans, jeeps, lorries, motor
launches, aeroplanes, sea-planes and vehicles and Vehicles and conveyances of all kinds
and their Automobile Control Cables and speedometers, cables and its assemblies and
spare parts.
19. To carry on the business as Merchants and Agents for Petrol, Oils, Lubricants, greases,
spirit, Kerosene, gas electricity and other motive powers.
20. To carry on the business as importers, exporters, manufacturers of and dealers in all
kinds of household appliances including refrigerators, stoves, wick stoves, dryers,
heaters, pressure cookers, ovens, cooking ranges, hot plates, other cooking utensils of
all type, containers, buckets, toasters, mixers, washing machines and other electric
appliances including radios, televisions, transformers and electric motors of every kind.
21. To manufacture, buy, sell, import, export or otherwise deal in all kinds of soaps, soap
chips, soap powders, detergents and toileteries.
22. To carry on the business of manufacturing, trading, dealing, marketing, importing,
exporting, converting, synthesising, raining, extracting and preserving of all kinds of
dyes, dyes intermediates, colours, polishes and varnishes, soda, caustic soda, organic
dyestuffs, synthetic organic paints, derivatives, organic surface active agents,
glycerines, heavy water chemicals, salts and all other kinds of organic and inorganic
chemicals also from the residue of substances obtained in the process of manufacture of
the chemicals and preparations aforesaid and deal in such by products.
23. To carry on the business of manufacturing, trading, marketing, distributing, dealing,
importing, exporting, Chemically treating, refining and preserving of all kinds of
ayurvedic, allopathic, homeopathic, unani medicines, drugs, contraceptives, sera,
vaccines, surgical and scientific equipments, appliances, hospital equipments,
cosmetics, toilet requisites and all kinds of medicated products and formulations.
24. To process and manufacture, buy, sell, or otherwise deal in jewellery and semi precious
stones of all varieties, articles of handicrafts and architects and curios, garments and
readymade clothes, wool and other fabrics, durries and pile carpets.
25. To process, machine, grind, extract, grow, buy, sell, manufacture, refine, prepare, crush
or otherwise deal in all kinds of oil seeds, wheat, rice and rice brans and other
agricultural products and oleaginous and saponaceous substances and all kinds of by-
products or ingredients thereor, ghee from whatever source and method including oil
seeds, oil cakes, rice bran and other oil containing medias, de-oiled cakes, de-oiled
meals for consumption, balanced food and baby food.
26. carry on the business of manufacturing and processing animal foods for cattle, fowl,
chicken forall kinds of birds and animals and to import, export, buy, sell or otherwise
deal in such products and by-products.
27. To carry on the business of manufacturers and of printers of tin containers, drums and
other packing articles made of metal or card-board or hard-board or of any other material
or substance and to buy, sell, import, export, convert, reconvert, recondition or
otherwise deal in such products.
28. To carry on the business of canning and dehydration of fruits, vegetables, pickles and
267Date of Shareholder’s Particulars
resolution/ Effective date
to prepare, manufacture, process such other items of fruits, vegetables and roots and to
carry on the business of cold storages or deep freezers.
29. To carry on the business of manufacturers, processors, importers, exporters, buyers,
sellers, stockists, agents and distributors of and dealers in surgical items and medical
equipments, accessories required in hospitals and dispensaries.
30. To carry on the business of manufacturers, processors, importers, exporters, buyers,
sellers, stockists, agents and distributors of and dealers in ceramic, glass and insulators.
31. To carry on the business of advertising agency for providing to advertisers a complete
range of advertising services on all mass media like hoardings, newspapers, radio,
television and films.
32. To construct, acquire, equip, manage club house with all appropriate accommodation
and facilities like gamming rooms, sports complexes, reading rooms, refreshment
rooms, meeting rooms, recreation and entertainment rooms, amusement centres and
parks.
33. To construct, erect, build, equip, own and manage cold storages, storage chambers, ice
plants, godowns, warehouses and to carrying and forwarding the storage goods.
34. To carry on the business as consultants, advisors, surveyors and providing of various
other services in the field of science, technology, administration, employment, personal,
labour, taxation, investigation, marketing, civil, constructions, project planning, project
implementation, erection, designing and decoration.
35. To carry on the business of manufacturers, producers and processors of dairy and dealers
in milk, cream, butter, ghee, cheaes, condensed milk, malted milk, milk powder,
skimmed milk, powder, whole milk powder, ice- milk, ice-cream, milk food, baby
foods, infant, invalids foods and milk products and milk preparations of all kinds.
36. To carry on the business of millers in all its branches and to set up mills for milling
wheat, gran, other cereals, dal, basin, maida, atta, suji and other products, and to
manufacture food products, such as biscuits, flakes, dalia and confectionery from flours
of all kinds and description and to setup factories or mills for the manufacture thereof.
37. To carry on the business of managing, operating, constructing, leasing, taking on lease,
developing and maintaining of medical hospitals, clinics, health centres, pathological
clinics, sanatorium, nursing home, rehablitation centres, medical research centres,
diagnostic centres, blood bank, eye bank, skin bank and all other activities of allied
nature.
38. To carry on the business of manufacturing, growing, trading, importing, exporting, all
kinds of woods, wood block, wood powder, wood particles, laminated wood sheet,
sunmica, plywood and other items of allied nature and all sorts of products, articles and
by products made thereof.
39. To undertake all the activities of export/import house and foreign exchange dealer as
may be permitted by law.
40. To carry on the business of manufacturing, trading, importing, exporting, assembling
all kinds of industrial and domestic electronic systems and equipments,
telecommunication systems and equipments, electrical electronic and
telecommunicating wires and cables.
41. To carry on the business of telecommunicating, telecasting, broadcasting etc. and for
this purpose to establish, equip and manage transmitting and receiving stations, relay
centres as may be permitted by law.
42. To carry on the business of manufacturers, growers, traders, importers, exporters of all
kinds of tobacco, bidi, cigarette, snuff, pan masala.
268Date of Shareholder’s Particulars
resolution/ Effective date
43. To manufacture, weave, prepare, process, mould, blow, refine, repair, buy, sell, resell,
export, import, deal and market in all kinds of plastic goods including plastic films,
threads, strappings, liners, woven sacks, of high arid low density polythylene,
polypropylene, pipes, tubes, sheets, toys, wares, ropes, boots, footwears, buckles,
purses, bags, boxes, belts, containers, packing materials of plastics.
44. To carry on the business in all its branches in respect of automobiles, property, House
hold appliances, Industrial equipments, machinaries, films.
45. To carry on all kinds of commission agency, auctioners business and to act as selling
agents, buying agents, clearing, carriage and forwarding agents, distributors, traders,
dealers or stockists for goods, products and merchandise of all kinds and to make any
collaboration, franchisee arrangement with any government, state, company,
corporation, authority or person for the aforesaid objects in India or elsewhere in the
world and to run departmental stores and chain stores.
46. To carry on the business or businesses of spinning, weaving, combing, manufacturing,
darning, preparing, packing, bleaching, dyeing, colouring, processing, finishing, selling
and buying or dealing in cotton, staple, silk and other fibrous and synthetic substances
including waste and raw wool and wool tops.
47. To cany on the business or hotel, restaurant, cafe, tavern, night clubs, casions,
discotheques, swimming pool, beer-houses, refreshment rooms and lodging, house
keepers, health clubs, baths and dressing rooms, licence victuallers, wine, beer and spirit
merchants.
48. To purchase, take on lease, hire, erect or otherwise acquire, establish and equip, manage,
administer, own, act as collaborators, technicians, of any other hotels, motels, holiday
camps, restaurants, canteens, clubs, cafes, pubs, bars, refreshment rooms, casions in
India or in any other part of the world.
49. To purchase, acquire and hold with absolute or limited rights or on lease or otherwise
and to erect, construct, repair and maintain land, buildings, houses, factories, mills,
godowns, sheds and to sell, buy, exchange, baiter, let or otherwise deal in land, buildings
and other properties to provide services related to property as property dealer.
50. To manage and deal in land, building and other properties, to collect rents and income
and to supply tenants and occupiers and others, refreshments, attendance, messages,
light, waiting-rooms, reading rooms, meeting rooms, lavatories or laundry,
conveniences, electric conveniences, stables and other advantages.
51. To carry on the business of manufacturers, processors, importers, exporters, buyers,
sellers, stockists, agents and distributors of and dealers in cement and cement products
and deal in other building materials.
52. To produce, quarry mine, excavate, cut, hew, carve, draw, crush, saw, dress, finish,
polish, set, glaze, grind, process, wash, wax, manufacture, craft, treat, alter, improve
extract from mines, refine, import, export, purchase, sell or otherwise deal in and to act
as brokers, agents, stockists, distributors and suppliers of all kinds of marbles, marble
chips, tlies, granites, laterites, lime stones, soap stones, felspar, corundum, quartz,
artificial stones, slate stones, sand stones, silica stones, building stones and all other
kinds of stones.
53. To purchase, hold, acquire, mines, mining lease, mining rights, mining claims and
metalliferous lands and explore, search, work, exercise, develop, treat, find and to turn
to account, ores, all sorts of major and minor minerals, working deposits of all kind of
minerals and sub-soil minerals and to crush, win set, quarry, smelt, calcine, refine, dress,
preserve, amalgamate, manufacture, manage, manipulate and prepare for market ore,
metal and mineral substance of all kind and to carry on metallurgical operations in all
its branches. To prepare, process, manufacture, assemble, fabricate cast, fit, press,
machine, treat, weld, harden, plate, temper, anneal any kind of metals and the
269Date of Shareholder’s Particulars
resolution/ Effective date
consequential products.
54. To carry on the business of industrial, advisors and to invest in, subscribe, purchase or
otherwise deal in shares, stocks, bond, debentures, debenture stock, public securities
issued by any Company, legal authority, Central, State, municipal, Local.
55. To act as general order supplier and secure orders for supply of any articles or things to
company with and carry out the said orders.
56. To carry on the business of manufacturers, processors, traders, dealers, distributors,
buyers, sellers, importers,, exporters, programmers, managers, operators and agents or
to deal in any other manner (including loan licencing basis, branding) in any of or all
types and varities of computers data processors, word processors, electronic printers, all
types of enterainment electronics and accessories, computer hardware, accessories,
computer software, equipments, intermediates, spares, salvageable parts, audiovisul
medica, demonstration machines, electronic type-writers, allied office equipments and
stationery.
Major events and milestones of our Company
The table below sets forth some of the key events in the history of our Company:
Calendar Year Events
2002 Incorporated as Advance Micro Fertilizers Private Limited
2002 Commenced our commercial operations in 2002 with small-scale production,
initially focused on mixing micro-nutrient fertilizers in our then mixing facility at
H-1-52, RIICO Industrial Area, Bagru (Ext.), Jaipur, Rajasthan, India*
2007 Established Manufacturing Facility I focusing on production of dust pesticide
formulation and granules
2012 Diversified product portfolio with WP (Wettable Powder), WDG (Water Dispersible
Granules), EC (Emulsifiable Concentrate), and SC (Suspension Concentrate)
2018 Established Manufacturing Facility II for Sulphur-based formulations (Sulphur 80%
WDG) with spray drying capability.
2021 Achieved turnover of more than 2,000.00 million
The name of our Company was changed to Advance Agrolife Private Limited
2023 Set up Manufacturing Facility III to expand formulation-based production capacity
2024 Implemented backward integration by focusing Manufacturing Facility I on
Technical Grade production and Manufacturing Facility II & III on Formulation
Grade production
Conversion of our Company from private limited company to public limited
company and the consequent change in its name from ‘Advance Agrolife Private
Limited’ to ‘Advance Agrolife Limited’
2025 Achieved turnover of more than 5,000.00 million
*The then mixing facility of the Company at H-1-52, RIICO Industrial Area, Bagru (Ext.), Jaipur, Rajasthan, India, is currently not being used
by the Company, either on lease or under any other arrangement.
Awards, Accreditations and Recognitions
As on the date of this Prospectus our Company has not received any awards, accreditations and recognition.
Significant financial and strategic partnerships
As of the date of this Prospectus, our Company does not have any significant financial or strategic partnerships.
Time/cost overrun
270There has been no time or cost over-run in respect of our business operations.
Lock-out and Strikes
As on the date of this Prospectus, there have been no lockouts or strikes at any time in our Company.
Accumulated Profits or Losses
As on the date of this Prospectus, there are no accumulated profits or losses that have not been accounted for or
consolidated by our Company.
Capacity/facility creation, location of facilities
For details regarding capacity and locations of our Manufacturing Facility, in-house R&D Facility and Storage
Facility, see “Our Business” on page 216.
Launch of key products or services, entry into new geographies or exit from existing
For details of key products launched by our Company, entry into new geographies or exit from existing markets,
see “Our Business” on page 216.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
There have been no instances of rescheduling/ restructuring of borrowings with financial institutions/ banks in
respect of our current borrowings from lenders.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last ten years
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 preceding the date of this Prospectus.
Shareholders Agreement and other agreements
As on date of this Prospectus, our Company is not party to any shareholder’s agreements or other agreements
other than in the ordinary course of business.
Further, as on the date of this Prospectus, there are no inter- se agreements/arrangements or any deeds of
assignment, acquisition agreements, shareholders agreement, financing agreements, agreements of like nature
with respect to our Company that our Company is a party to and there are no other agreements/arrangement and
clauses/covenants with respect to our Company that our Company is a party to, or of which it is aware, which are
material and which need to be disclosed or non-disclosure of which may have a bearing on the investment decision
in the Issue. Further, there are no clauses/covenants which are adverse/pre- judicial to the interest of the
minority/public shareholders of our Company.
Details of Agreements required to be disclosed under Clause 5A of paragraph A of part A of Schedule III
of SEBI Listing Regulations
As on the date of this Prospectus, there are no agreements entered into by our Shareholders, Promoters, entities
forming part of the Promoter Group, related parties, Directors, Key Managerial Personnel, employees of our
Company with our Company or amongst themselves, solely or jointly, which either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of our Company or impose any
restriction or create any liability upon our Company.
Other material agreements
271As on the date of this Prospectus, our Company has not entered into any material agreements other than in the
ordinary course of business of our Company.
Agreements with our Key Managerial Personnel, Senior Management Personnel, Directors, Promoters or
any other employee
As of the date of this Prospectus, there are no agreements entered into by a Key Managerial Personnel or Senior
Management or Directors or the 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 with regard to compensation or profit
sharing in connection with dealings in the securities of our Company.
Details of Special Rights
There are no special rights available to any shareholder of our Company or any other person.
Holding company
As of the date of this Prospectus, our Company does not have a holding company.
Our Subsidiaries
As of the date of this Prospectus, our Company does not have any subsidiary company.
Joint Venture of our Company
As on the date of this Prospectus, our Company does not have any Joint Venture.
Other confirmations
There are no material clauses of our Articles of Association that have been left out from disclosures having a
bearing on the Issue or this Prospectus.
No Directors or KMPs of our Company are appointed pursuant any inter-se agreement/agreement to which our
Company or our Promoters or Shareholders are a party to.
272OUR MANAGEMENT
Board of Directors
In terms of our Articles of Association and subject to the provisions of the Companies Act, our Board shall
comprise of not less than three (3) Directors and not more than fifteen (15) Directors, provided that the Company
may appoint more than fifteen Directors after passing a special resolution in a general meeting.
As on the date of this Prospectus, we have six (6) directors on our Board, comprising of one (1) chairman and
managing director, one (1) whole-time director, and one (1) executive director and three (3) non-executive
independent directors including two (2) women independent directors. The present composition of our Board of
Directors and its committees are in accordance with the Companies Act, 2013, and SEBI Listing Regulations.
The following table sets forth details regarding our Board as on the date of this Prospectus:
Name, date of birth, age, Designation Other Directorships
address, occupation, term,
period of directorship and DIN
Om Prakash Choudhary Chairman and Managing Director Indian Companies
Date of birth: May 20, 1985 • Hok Agrichem Private Limited
Age (years): 40 Foreign Companies
Address: Plot No E44, Gautam Nil
Marg, Vaishali Nagar, Near Gupta
Store, Jaipur – 302 021, Rajasthan,
India
Occupation: Business
Term: From February 28, 2023 till
February 27, 2028
Period of directorship: Since
November 29, 2005
DIN: 01004122
Kedar Choudhary Whole-Time Director Indian Companies
Date of birth: September 25, 1988 • Hok Agrichem Private Limited
Age (years): 36 Foreign Companies
Address: Plot No E44, Gautam Nil
marg, Vaishali Nagar, Near Gupta
Store, Jaipur – 302 021, Rajasthan,
India
Occupation: Business
Term: From February 13, 2025 till
February 12, 2030
Period of directorship: Since
January 25, 2016
DIN: 06905752
273Name, date of birth, age, Designation Other Directorships
address, occupation, term,
period of directorship and DIN
Narendra Choudhary Executive Director Indian Companies
Date of birth: December 05, 1990
Nil
Age (years): 34
Foreign Companies
Address: Achro Ki Dhani,
Bhainslana, Jaipur-303328, Nil
Rajasthan, India
Occupation: Service
Term: With effect from November
30, 2023, liable for retirement by
rotation at the forthcoming AGM of
the Company
Period of directorship: Since
November 30, 2023
DIN: 10410584
Seema Singh Non-Executive Independent Indian Companies
Director • PNC Infratech Limited
Date of birth: October 30, 1962 • PNC Infra Holdings Limited
Age (years): 62 Foreign Companies
Address: E-75, 2nd Floor, Anand Nil
Niketin, South Moti Bagh, South
West, Delhi -110021, India
Occupation: Service
Term: February 13, 2025, till
February 12, 2030
Period of directorship: February
13, 2025
DIN: 10042852
Manjit Singh Kochar Non-Executive Independent Indian Companies
Director
Date of birth: April 28, 1962 Nil
Age (years): 63
Foreign Companies
Address: Flat 2075, Shobha
Classic, Haralur Road, H S R Nil
Layout Layout, Bengaluru-560102,
Karnataka, India
Occupation: Professional
Term: November 05, 2024 till
November 04, 2029
274Name, date of birth, age, Designation Other Directorships
address, occupation, term,
period of directorship and DIN
Period of directorship: Since
November 05, 2024
DIN: 08298764
Rakesh Verma Non-Executive Independent Indian Companies
Director
Date of birth: November 23, 1956 • Opera Global Private Limited
• Ravk Capital Consultants Private
Age (years): 68 Limited
• GVR Impex Private Limited
Address: House No 1099, Vikas • Vidya Infrastructure Private
Kunj, Vikas Puri, West Delhi -110 Limited
018, Delhi, India
• BSC Investment Management
Private Limited
Occupation: Service
Foreign Companies
Term: February 13, 2025 till
February 12, 2030
Nil
Period of directorship: Since
February 13, 2025
DIN: 02242428
Brief profiles of our Directors
Om Prakash Choudhary is the Chairman and Managing Director of our Company. He has been associated with
the Company since November 29, 2005. He has completed his degree in Bachelor of Business Administration
from the Rajasthan Technical University. He has also completed his degree of Master of Business Administration
from Rajasthan Technical University. He has over 19 years of experience in the agrochemical industry. His roles
and responsibilities include business expansion, strategic planning and development, operational excellence,
product innovation and team development.
Kedar Choudhary is the Whole-Time Director of our Company. He has been associated with our Company since
January 25, 2016. He has completed his degree in Bachelor of Computer Application from the University of
Rajasthan, Jaipur. He has over 9 years of experience in the agrochemical industry. His roles and responsibilities
include operations management, finance management, infrastructure development and administration.
Narendra Choudhary is an Executive Director of our Company. He has been associated with the Company since
October 1, 2020. He has completed his degree in Bachelor of Commerce from the University of Rajasthan. He
has also completed his degree in Master of Commerce from the University of Rajasthan. He has over 4 years of
experience, including 3 years in accounting and 1 year in operations management with the Company. He has
previously been associated with Rainbow Hightech Agri Solutions Private Limited. His roles and responsibilities
include formulating and implementing manufacturing strategies, overseeing financial management including
budgeting and forecasting, supervise cross-functional teams to ensure efficient execution of Company goals and
ensuring continuous improvement and compliance.
Seema Singh is an Independent Director of our Company. She has been associated with the Company since
February 13, 2025. She has completed her degree in Bachelor of Science in Math’s, Physics, Statistics from
Lucknow University. She has also completed her degree in Master of Science in Physics from Lucknow
University. She is also a Certified Associate of Indian Institute of Bankers – Retail Banking from Indian Institute
of Banking and Finance. She has over 39 years of experience in the field of banking. She has previously been
associated with organizations such as United Bank of India, Bharatiya Mahila Bank and India Post Payments
275Bank. Presently, she is also serving as the Executive Director - H.R. of NF Infratech Service Private Limited and
also provide consultancy service to Euro Exim Bank Limited.
Rakesh Verma is an Independent Director of our Company. She has been associated with the Company since
February 13, 2025. She has completed her degree in Bachelor of Science from the University of Delhi. She is a
qualified Chartered Accountant and holds a certificate of Practice from The Institute of Chartered Accountants of
India (“ICAI”). She has received a Certificate for Online Certificate Course on Arbitration, Mediation and
Conciliation from the ICAI. She also registered Insolvency Professional from Insolvency and Bankruptcy Board
of India. She has over 36 years of experience in the fields of accounting and finance. She has previously been
associated with organizations such as Auto Ignition Private Limited, Opera House Exports Limited, Opera Global
Private Limited and Delton Cables Limited.
Manjit Singh Kochar is an Independent Director of our Company. He has been associated with the Company
since November 5, 2024. He has completed his degree in Bachelor of Science from the University of Delhi, and
a Diploma in Information System Audit from Indian Institute of Banking and Finance. He is a Certified Associate
of the Institute of Bankers and has received a certificate in Risk Financial Services Level – 1 from the Indian
Institute of Banking and Finance. He has been awarded a certificate for Certified Information System Banker from
Indian Institute of Banking and Finance. He possess over 36 years of experience in the field of banking. In the
past, he has worked with organizations like Punjab National Bank.
Relationship between Directors and Key Managerial Personnel or Senior Management
Except as stated below, none of our Directors, Key Managerial Personnel and Senior Management Personnel are
related to each other.
Name of the Director Related Relationship
Om Prakash Choudhary Kedar Choudhary Brothers
Terms of appointment of our Executive Directors
Om Prakash Choudhary, Managing Director
The following table sets forth the terms of appointment of Om Prakash Choudhary with effect from February 28,
2023 till February 27, 2028.
Sr. Particulars Salary and perquisites
No
1. Basic Salary Om Prakash Choudhary shall be entitled to gross salary amounting up to ₹6.60
million per annum.
2. Other Benefits • Perquisites: In accordance with the Company's rules and any additional
perquisites that may be determined by the Board of Directors from time to
time.
• The Company shall provide the Managing Director with rent-free
accommodation, including the free use of all facilities and amenities, based
on business needs or other factors at the company's discretion.
• Medical Reimbursements: Reimbursement of expenses incurred for the self
and family, as per the company's policy.
• Leave Travel Concession: Leave travel concession for the self and family
once a year, as per the company’s rules. Explanation: "Family" refers to the
spouse, dependent children, and dependent parents of the Managing Director.
• Company's contribution towards the Provident fund as Per the rules of the
Company
• Gratuity: As per the rules of the Company
• Earned Leave: As per the rules of the Company
• Car for use on Company’s business and telephone at residence will not be
considered as per perquisites. Personal long-distance calls and use of Car for
private purpose shall be billed by the Company.
276Sr. Particulars Salary and perquisites
No
• The Company shall reimburse the Managing Director for all entertainment
expenses, travel costs, and any other expenses incurred by him.
Kedar Choudhary, Executive Director
The following table sets forth the terms of appointment of Kedar Choudhary with effect from February 13,2025
till February 12, 2030.
Sr. Particulars Salary and perquisites
No
1. Basic Salary Kedar Choudhary shall be entitled to gross salary amounting up to ₹6.60 million
per annum.
2. Other Benefits • Perquisites: In accordance with the company's rules and any additional
perquisites that may be determined by the Board of Directors from time to
time.
• The Company shall provide the Whole Time Director with rent-free
accommodation, including the free use of all facilities and amenities, based
on business needs or other factors at the company's discretion.
• Medical Reimbursements: Reimbursement of expenses incurred for the self
and family, as per the company's policy.
• Leave Travel Concession: Leave travel concession for the self and family
once a year, as per the company’s rules. Explanation: "Family" refers to the
spouse, dependent children, and dependent parents of the Whole Time
Director
• Company's contribution towards the Provident fund as Per the rules of the
Company
• Gratuity: As per the rules of the Company
• Earned Leave: As per the rules of the Company
• Car for use on Company’s business and telephone at residence will not be
considered as per perquisites. Personal long-distance calls and use of Car for
private purpose shall be billed by the Company.
• The Company shall reimburse the Whole-Time Director all entertainment
expenses, travel costs, and any other expenses incurred by him.
Narendra Choudhary, Executive Director
The following table sets forth the terms of appointment of Narendra Choudhary with effect from November 30,
2023.
Sr. Particulars Salary and perquisites
No
1. Basic Salary Narendra Choudhary shall be entitled to gross salary amounting up to ₹0.48
million per annum.
2. Other Benefits Entitled to various statutory benefits such as bonus/ex-gratia, provident fund and
paid leaves as per Company rules
Terms of appointment of our Non-executive Directors (including Independent Directors)
Except for sitting fees, our Independent Directors are not entitled to receive any remuneration or compensation
from our Company.
Pursuant to the Board resolution dated February 20, 2025 each Independent Director, is entitled to receive sitting
fees of ₹15,000 per meeting for attending meetings of the Board and ₹15,000 per meeting for attending meetings
of the committees of the Board of Directors.
277Compensation of Whole-time Director/ Compensation of Managing Directors
The details of the Remuneration paid to our Executive Directors in the Fiscal 2025 is set out as below:
Name of Director Designation Remuneration (₹ in million)
Om Prakash Choudhary Managing Director 6.20
Kedar Choudhary Whole-Time Director 6.20
Narendra Choudhary Executive Director 0.48
Remuneration paid or payable to our Directors from our Subsidiaries or Associate Companies
Our Company does not have any Subsidiaries or Associate Companies as on date of this Prospectus.
Bonus or profit-sharing plan for the Directors
Our Company does not have any bonus or profit-sharing plan for our Directors.
Shareholding of our Directors
Our Articles of Association do not require our Directors to hold any qualification shares.
The details of shareholding of our Directors as on the date of this Prospectus is set out below.
Sr. Name of the Shareholder Number of Equity Shares Percentage of the Equity
No. Share capital (%)*
1. O m Prakash Choudhary 24,376,380 54.17%
2. K edar Choudhary 16,223,220 36.05%
3. N arendra Choudhary 10,000 0.02%
Total 40,609,600 90.24%
Arrangement or understanding with major Shareholders, customers, suppliers or others
None of our Directors have been appointed on our Board or as member of Senior Management pursuant to any
arrangement or understanding with our major shareholders, customers, suppliers or others.
Service contracts with Directors
As on the date of filing of this Prospectus, our Company has not entered into any service contracts with the
Directors pursuant to which they are entitled to any benefits upon termination of employment.
Contingent and/or deferred compensation payable to our Whole-time Director
As on the date of this Prospectus, there is no contingent or deferred compensation payable to our Directors,
which does not, form part of their remuneration.
Borrowing Powers of our Board
In accordance with the applicable provisions of the Companies Act and our Articles of Association and pursuant
to our Board resolution and the special resolution passed by our shareholders dated February 12, 2025 and
February 13, 2025, respectively, our Board is authorized to borrow from time to time any sum or sums of money,
where the money / monies to be borrowed, together with the monies 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 our Company’s paid-up share capital, free reserves and securities premium, but the total amount that
may be borrowed by the Board and outstanding at any point of time shall not exceed 2,500 million.
Interest of Directors
278Our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if
any, payable to them by our Company for attending meetings of our Board or committees thereof.
Our Directors may be interested to the extent of Equity Shares, if any, held by them, or held by the entities in
which they are associated as partners, 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 or trustees and any
dividend and other distributions payable in respect of such Equity Shares.
None of our Directors have availed any loan from our Company.
No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be
members, in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her
as a Director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the
promotion or formation of our Company.
Interest land and property acquired or proposed to be acquired by our Company
Our Directors do not have any interest in any property acquired or proposed to be acquired of our Company or by
our Company except other than as disclosed in “Our Promoters and Promoter Group - Interest of our Promoters”
on page 290.
Interest in promotion or formation of our Company
Except for our Promoters, Om Prakash Choudhary and Kedar Choudhary, none of the Directors have an interest
in the promotion or formation of our Company. For further details is regarding our Promoters, see “Our Promoters
and Promoter Group” on page 288.
Business interest
Except as stated in the sections titled “Restated Financial Statements – Note 43– Related Party Transactions”
on page 337, our Directors do not have any other business interest in our Company.
Confirmation
None of our Directors is or was a director of any listed company whose shares have been or were suspended from
being traded on any stock exchanges in India during the term of their directorship in such companies, in the last
five years preceding the date of this Prospectus.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock
exchanges, during the term of their directorship in such Companies.
None of our Directors have been declared as Wilful Defaulters.
Neither our Company nor our Directors are declared as fugitive economic offenders as defined in Regulation
2(1)(p) of the SEBI ICDR Regulations, and have not been declared as a ‘fugitive economic offender’ under
Section 12 of the Fugitive Economic Offenders Act, 2018.
None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing
in securities under any order or direction passed by SEBI or any securities market regulator in any other
jurisdiction or any other authority/court. Additionally, none of our Directors are or were, associated with any other
company which is debarred from accessing the capital market by the Securities and Exchange Board of India.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnel and
Directors.
There is no conflict of interest between the lessor of immovable properties and our Company, Promoters, Promoter
279Group, Key Managerial Personnel and Directors.
Confirmation in relation to RBI Circular dated July 1, 2016
Neither our Company nor any of our Directors have been declared as Fraudulent Borrowers by RBI in terms of
the RBI circular dated July 1, 2016.
Details of struck-off companies in which at the time of struck off the director were associated
Except as stated below, none of our Directors have been directors of struck-off Companies in which, at the time
of, strike off, the directors were associated.
Persons Struck-off Entities
Rakesh Verma PPR Trading & Investment Private Limited
Changes in our Board during the last three years
The changes in our Board of our Company during the last three years till the date of this Prospectus are set forth
below.
Name of Director Date of Change Nature of Event Reasons
Deepak Kumar Kadwa November 14, 2022 Appointment as Additional Appointment
Director
Om Prakash Choudhary February 28, 2023 Change in designation to Re-appointed
Managing Director
Deepak Kumar Kadwa August 31, 2023 Resignation Pre-occupation activity.
Narendra Choudhary November 30, 2023 Appointment as Additional Appointment
Executive Director
Narendra Choudhary September 30, 2024 Change in Designation to Regularization
Executive Director
Ravindra Raghunath November 5, 2024 Appointment as Independent Appointment
Joshi Director
Manjit Singh Kochar November 5, 2024 Appointment as Independent Appointment
Director
Manisha Choudhary November 5, 2024 Appointment as Non-Executive Appointment
Director
Manisha Choudhary January 29, 2025 Resignation Pre-occupation activity
Ravindra Raghunath January 29, 2025 Resignation Pre-occupation activity
Joshi
Rakesh Verma February 13, 2025 Appointment as Independent Appointment
Director
Seema Singh February 13, 2025 Appointment as Independent Appointment
Director
Om Prakash Choudhary February 13, 2025 Change in designation to Re-designation
Chairman and Managing Director
Kedar Choudhary February 13, 2025 Change in Designation to Whole- Re-designation
Time Director
Corporate Governance
As on the date of this Prospectus, we have six (6) directors on our Board, comprising of one (1) chairman and
managing director, one (1) whole-time director and one (1) executive director and three (3) independent directors
including two (2) women independent directors. The present composition of our Board of Directors and its
committees are in accordance with the Companies Act, 2013, and SEBI Listing Regulations.
The present composition of our Board and its committees is in accordance with the corporate governance
requirements provided under the Companies Act, 2013 and the SEBI Listing Regulations in relation to the
280composition of our Board and constitution of committees thereof. Our Company undertakes to take all necessary
steps to continue to comply with all applicable requirements of the SEBI Listing Regulations and the Companies
Act.
Board committees
Our Board has constituted following committees in accordance with the requirements of the Companies Act and
SEBI Listing Regulations:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders Relationship Committee; and
d) Corporate Social Responsibility Committee.
Details of each of these committees are as follows:
Audit Committee
The Audit Committee was constituted pursuant to a meeting of our Board held on March 21, 2025
The Audit Committee currently consists of:
a) Rakesh Verma (Chairperson)
b) Seema Singh (Member); and
c) Om Prakash Choudhary (Member).
Further, the Company Secretary of our Company shall act as the secretary to the Audit Committee.
The scope, functions and the terms of reference of the Audit Committee is in accordance with the Section 177 of
the Companies Act, 2013 and Regulation 18 (3) Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Schedule II Part C.
The role of the audit committee shall include the following:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements 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 (c) of sub-section 3 of section 134 of the Companies Act, 2013;
(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
management;
(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;
(g) modified opinion(s) in the draft audit report
5. Reviewing, with the management, the half yearly financial statements before submission to the board for
approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document/ Prospectus /notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor’s independence, performance and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
28110. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;
13. 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;
14. Discussion with internal auditors any significant findings and follow up there on;
15. 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;
16. 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;
17. To look 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;
18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate
safeguards against victimization of employees and directors who avail of the vigil mechanism and also
provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases;
19. Call for comments of the auditors about internal control systems, scope of audit including the
observations of the auditor and review of the financial statements before submission to the Board;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience &
background, etc. of the candidate;
21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary (if any) exceeding rupees 1,000 million or 10% of the asset size of the subsidiary, whichever
is lower including existing loans / advances / investments existing as on the date of coming into force of
this provision;
22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders
23. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Further, the Audit Committee shall mandatorily review the following:
(a) Management discussion and analysis of financial condition and results of operations;
(b) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(c) Internal audit reports relating to internal control weaknesses; and
(d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the Audit Committee;
(e) Statement of deviations:
1. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of regulation 32(1);
(a) Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).
Nomination and Remuneration Committee:
The Nomination and Remuneration committee was constituted by a resolution of our Board dated March 21, 2025.
The Nomination and Remuneration Committee currently consists of:
a) Seema Singh (Chairperson);
b) Manjit Singh Kochar (Member); and
c) Rakesh Verma (Member)
The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance
with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference of
Nomination and Remuneration Committee shall include the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a
282director and recommend to the board of directors a policy relating to, the remuneration of the directors,
key managerial personnel and other employees;
(2) 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 Committee may: a.
use the services of an external agencies, if required; b. consider candidates from a wide range of
backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates;
(3) Formulation of criteria for evaluation of performance of independent directors and the board of directors;
(4) Devising a policy on diversity of board of directors;
(5) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal.
(6) 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.
(7) Recommend to the board, all remuneration, in whatever form, payable to senior management
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted pursuant to a meeting of our Board held on March 21,
2025. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act, 2013
and Regulation 20 of the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently consists
of:
a) Manjit Singh Kochar (Chairperson);
b) Om Prakash Choudhary (Member); and
c) Kedar Choudhary (Member).
Role of Stakeholders’ Committee
The role of Stakeholder Relationship Committee, together with its powers, is as follows:
(1) Resolving grievances of our security holders, including complaints related to transfer/transmission of
shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc;
(2) Review of measures taken for effective exercise of voting rights by shareholders;
(3) Review of adherence to the service standards adopted by our Company in respect of various services
being rendered by the Registrar & Share Transfer Agent;
(4) Review of various measures and initiatives taken by our 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.
Corporate Social Responsibility Committee
The CSR Committee was constituted by a resolution of our Board dated June 27, 2020 and reconstituted on March
21, 2025. The current constitution of the CSR Committee is as follows:
a) Om Prakash Choudhary (Chairperson);
b) Kedar Choudhary (Member); and
c) Rakesh Verma (Member).
The terms of reference of the Corporate Social Responsibility Committee shall include the following:
1. 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, 2013
and the rules made thereunder, as amended, monitor the implementation of the same from time to time,
and make any revisions therein as and when decided by the Board;
2. identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
3. review and recommend the amount of expenditure to be incurred on the activities referred to in clause
283(i) and the distribution of the same to various corporate social responsibility programs undertaken by the
Company;
4. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
5. 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;
6. any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board, from time to time; and
7. exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in
terms of the provisions of Section 135 of the Companies Act.
Management Organization Structure:
Nisha Gupta
(Company Secretary &
Compliance Officer)
Mewa Ram Mehta
(Chief Financial Officer)
Bhuda Ram Dayal
Om Prakash Choudhary
(General manager (HR &
(Managing Director)
Administration))
Devi Lal Jangid
Kedar Choudhary
(General Manager -Quality
(Whole Time Director)
Control)
Narendra Kumar Tripathi
Narendra Choudhary
(Vice President (Formulation
(Executive Director)
and Technical))
Board of Directors
Seema Singh
(Independent Director)
Manjit Singh Kochar
(Independent Director)
Rakesh Verma
(Independent Director)
Key Managerial Personnel and Senior Management Personnel
Key Managerial Personnel
Other than Om Prakash Choudhary, Managing Director and Kedar Choudhary, Whole-time Director, whose
details are provided hereinabove, the details of our Key Managerial Personnel, as on the date of this Prospectus
are set forth below.
Nisha Gupta is the Company Secretary and Compliance Officer of our Company and has been associated with
the company since February 12, 2025. She is an associate of the Institute of Company Secretaries of India. She
has over 7 years of experience in the field of secretarial compliance. She has previously been associated with
284companies like Ritwik Finance Enterprises Private Limited, Virgo Aluminium Limited and Greentech Mega Food
Park Limited. Her roles and responsibilities include secretarial compliance, ensuring conformity with regulatory
provisions, co-ordination with and reporting to the Board, stock exchanges and depositories with respect to
compliances, ensuring compliance with the SEBI Listing Regulations and monitoring and addressing investor
grievance emails. As she was appointed on February 12, 2025, She received a compensation of ₹0.20 million in
the Fiscal 2025.
Mewa Ram Mehta is the Chief Financial Officer of our Company and has been associated with the Company
since April 1, 2004 as General Manager- Accounts and Finance and was appointed as Chief Financial Officer on
February 12, 2025. He has completed his degree in Master of Commerce from the University of Rajasthan. He
has over 25 years of experience in the field of accounting. He has previously been associated with Rajasthan
Pesticides Private Limited. His roles and responsibilities include financial leadership, compliance, governance,
risk management and investor relations, ensuring timely financial reporting as per SEBI Listing Regulations,
ensuring regulatory compliance with RBI, FEMA, GST, Income Tax and overseeing controls and audits. He
received a compensation of ₹ 0.85 million in the Fiscal 2025.
Senior Management
In addition to the Chief Financial Officer and the Company Secretary and Compliance Officer of our Company,
whose details are provided in "Our Management – Key Managerial Personnel" on page 284, the details of our
other Senior Management Personnel are set out below:
Bhuda Ram Dayal is the HOD – HR & Administration of our Company and has been associated with the
company since October 7, 2021. He has completed his degree in Master of Arts from Indira Gandhi National Open
University. He has over 26 years of experience in the field of Administration Human Resources and administrative
department. His roles and responsibilities include developing and implementing HR strategies, providing
leadership on key HR policies and practices, mentoring and guiding HR personnel, overseeing recruitment and
selection process, driving employee retention strategies, overseeing performance appraisal system and ensuring
effective management of employee benefits. He received a gross remuneration of ₹ 0.97 million in Fiscal 2025.
Devi Lal Jangid is the General Manager – Quality Control of our Company and has been associated with the
company since April 01, 2007. He has completed his degree in Master of Science from Mohanlal Sukhadia
University, Udaipur. He has over 18 years of experience in the field of Chemical Manufacturing. His roles and
responsibilities include leading the quality control department, ensuring product quality and regulatory
compliance. He manages and mentors the team, implements quality assurance policies, oversees audits, and
maintains documentation. Additionally, he reviews and approves specifications and SOPs to meet industry
standards. He has received a gross remuneration of ₹ 1.20 million in Fiscal 2025.
Narendra Kumar Tripathi is the Vice President (Formulation and Technical) of our Company and has been
associated with our Company since March 21, 2025. He has completed his degree in Bachelor of Science from
University.of Ajmer and Master of Science from Mohanlal Sukhandia University, Udaipur. He has over 15 years
of experience in the agrochemicals industry. He has been previously associated with Willwood Chemicals
Limited. His roles and responsibilities include to lead technical ops and product formulation maintaining
confidentiality of processes and know-how and to contribute innovative ideas and intellectual property for the
Company. He has not received any compensation from the Company in the Fiscal 2025.
Service Contracts with Key Managerial Personnel and Senior Management Personnel
No Key Managerial Personnel and Senior Management has entered into a service contract with our Company
pursuant to which they are entitled to any benefits upon termination of employment.
Interest of Key Managerial Personnel and Senior Management Personnel
For details of the interest of our Managing Director and Whole-time Directors in our Company, see "Our
Management – Interest of Directors" on page 278.
Other than to the extent of the remuneration, benefits, interest of receiving dividends on the Equity Shares,
reimbursement of expenses incurred in the ordinary course of business, our Key Managerial Personnel and Senior
285Management Personnel have no other interest in the equity share capital of the Company.
Except for Devi Lal Jangid, who has obtained an advance from our Company amounting to ₹0.48 million, no
loans have been availed by our Key Managerial Personnel and Senior Management Personnel from our Company
as on the date of this Prospectus.
Relationship amongst Key Managerial Personnel and Senior Management Personnel
Except as disclosed in the "Our Management - Relationship between Directors and Key Managerial Personnel
or Senior Management", none of our Key Managerial Personnel and Senior Management Personnel are related
to each other.
Arrangements and understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel and Senior Management Personnel have been appointed pursuant to any
arrangement or understanding with our major Shareholders, customers, suppliers or others.
Payment or benefit to officers of our Company (non-salary related)
No non-salary related amount or benefit has been paid or given to any officer of our Company including Key
Managerial Personnel or Senior Management within the two years preceding the date of filing of this Prospectus
or is intended to be paid or given, other than in the ordinary course of their employment.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
Personnel
There is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior
Management Personnel.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management Personnel
There is no bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management Personnel.
Status of Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Shareholding of Key Managerial Personnel and Senior Management Personnel
Except as stated below, none of our Key Managerial Personnel and Senior Managerial Personnel hold any Equity
Shares of our Company, as on the date of filing of this Prospectus:
Sr. No. Name of the KMP/SMP No. of Shares held Percentage
1. Om Prakash Choudhary 2,43,76,380 54.17%
2. Kedar Choudhary 1,62,23,220 36.05%
3. Bhuda Ram Dhayal 10,000 0.02%
4. Devi Lal Jangid 10,000 0.02%
5. Mewa Ram Mehta 10,000 0.02%
Changes in Key Managerial Personnel and Senior Management Personnel during the last three years
The changes in our Key Managerial Personnel and Senior Management Personnel during the last three years till
the date of this Prospectus are set forth below.
Name of KMP/SMP Date Nature of Event Reason
Mukesh Kumar Gupta August 16, 2024 Appointment Senior General Manager Appointment
Nisha Gupta February 12, 2025 Appointment as Company Secretary Appointment
286Name of KMP/SMP Date Nature of Event Reason
and Compliance Officer.
Mewa Ram Mehta February 12, 2025 Change in designation to Chief Change in
Financial Officer designation
Narendra Kumar March 21, 2025 Appointment as Vice President Appointment
Tripathi (Formulation and Technical)
Mukesh Kumar Gupta May 22, 2025 Resignation Due to health issue
Attrition of Key Managerial Personnel and Senior Management Personnel
The average attrition of Key Managerial Personnel and Senior Management Personnel is not high in our Company
as compared to the industry. The attrition rate of Key Managerial Personnel and Senior Management Personnel
in our Company is 14.28%.
Employee Stock Options and Stock Purchase Schemes
As on date of this Prospectus, our Company does not have any Employee Stock Options and other Equity-Based
Employee Benefit Schemes.
287OUR PROMOTERS AND PROMOTER GROUP
OUR PROMOTERS
Om Prakash Choudhary, Kedar Choudhary, Geeta Choudhary and Manisha Choudhary are the Promoters of our
Company.
As on the date of this Prospectus, our Promoters’ shareholding in our Company is as follows:
Name of the Promoter No. of Equity Shares % of pre-Issue issued, subscribed and
paid-up Equity Share Capital
Om Prakash Choudhary 24,376,380 54.17%
Kedar Choudhary 16,223,220 36.05%
Geeta Choudhary 1,630,000 3.62%
Manisha Choudhary 1,476,400 3.28%
Total 43,706,000 97.12%
For further details, see “Capital Structure – The aggregate shareholding of the Promoters and Promoter group”
on page 129.
Details of our individual Promoters
Om Prakash Choudhary
Om Prakash Choudhary, aged 40 years, is the Chairman and
Managing Director of our Company.
Permanent Account Number: AHTPC0120H
For his complete profile along with the details of his date of birth,
personal address, educational qualifications, experience in business
or employment, positions / posts held in the past, other directorships
held, special achievements, his business and financial activities,
please see “Our Management” on page 273.
Other ventures promoted: Apart from HOK Agrichem Private
Limited, Om Prakash Choudhary is not involved in any other
ventures.
Kedar Choudhary
Kedar Choudhary, aged 36 years, is a Whole Time Director of our
Company.
Permanent Account Number: BBOPC8068G
For his complete profile along with the details of his date of birth,
personal address, educational qualifications, experience in business
or employment, positions / posts held in the past, other directorships
held, special achievements, his business and financial activities,
please see “Our Management” on page 273.
Other ventures promoted: Apart from HOK Agrichem Private
Limited, Kedar Choudhary is not involved in any other ventures.
288Manisha Choudhary
Manisha Choudhary, aged 38 years, is a Promoter of our Company.
Permanent Account Number: AZOPM5037G
Date of Birth: November 7, 1986
Personal Address: E-44, Vaishali Nagar, Jaipur – 302 021,
Rajasthan, India
Manisha Choudhary is one of the Promoters of our Company. She
has completed a degree in Master of Business Administration from
the Mody Institute of Technology & Science Lakshmangarh. She
has over 3 years of experience in Human resource management. She
is currently working as Manager (Employee Welfare).
Other ventures promoted: Manisha Choudhary is not involved in
any other ventures.
Geeta Choudhary
Geeta Choudhary, aged 42 years, is a Promoter of our Company.
Permanent Account Number: BBOPC8067K
Date of Birth: April 09, 1983
Personal Address: Plot No. E-44, Gautam Marg, Vaishali Nagar,
Near Gupta Store, Jaipur – 302 021, Rajasthan, India
Geeta Choudhary is one of the Promoters of our Company. She
has completed a degree in Bachelor of Arts from the University of
Rajasthan. She has over 5 years of experience as a Business
Coordinator. Previously, she was associated as a Director of our
Company and resigned on January 29, 2025 due to pre-occupation.
Other ventures promoted: Geeta Choudhary is not involved in any
other ventures.
Our Company confirms that the Permanent Account Number, bank account number(s), passport number, Aadhar
Card number and driving license number, as applicable, of each of our Promoters (except for driving license
numbers of Manisha Choudhary and Geeta Choudhary who have not obtained a driving license) shall be submitted
to the Stock Exchanges at the time of filing of this Prospectus.
Change in control of our Company
There has been no change in the control of our Company in the five (5) years immediately preceding the date of
this Prospectus. Further, Om Prakash Choudhary, Kedar Choudhary, Manisha Choudhary and Geeta Choudhary
have been identified as the only Promoters of our Company pursuant to a resolution passed by the Board of our
Company dated February 12, 2025.
Experience of our Promoters in the business of our Company
Except for our Promoters, Manisha Choudhary and Geeta Choudhary, our Promoters Om Prakash Choudhary and
Kedar Choudhary have adequate experience in the industry in which our Company conducts its business. For
further details please see “Our Management – Brief profiles of our Directors” on page 275.
289Interest of our Promoters
(i) Our Promoters are interested in our Company (a) to the extent that they have promoted our Company;
(b) to the extent of their shareholding in our Company and the shareholding of their relatives in our
Company, for details, see “Capital Structure” on page 109; (c) to the extent of the dividends payable, if
any, upon such shareholding and any other distributions in respect of their shareholding in our Company
or the shareholding of their relatives; (d) to the extent of their directorship in our Company; and (e) to
the extent of the remuneration and commissions drawn by our Promoters in their capacity as Directors
of the Company and remuneration and commissions drawn by the relatives of our Promoters.
Additionally, our Promoters may be interested in transactions entered into or to be entered into by our
Company with them, their relatives or other entities (a) in which our Promoters are members or hold
shares; or (b) which are controlled by our Promoters. For further details, please see “Restated Financial
Information – Notes to Restated Financial Statements - Note 43 - Related Party Disclosures” on page
337.
(ii) Our Promoters, Om Prakash Choudhary and Kedar Choudhary are also interested in our Company as
Directors and may be deemed to be interested in the remuneration and benefits payable to them and
reimbursement of expenses incurred by them in their capacity as Directors of our Company. For further
details, please see “Our Management” on page 273 and “Restated Financial Statements - Notes to
Restated Financial Statements - Note 43 - Related Party Disclosures” on page 337. For further details,
please see “Our Management” on page 273.
(iii) Our Promoters, Om Prakash Choudhary and Kedar Choudhary have given personal guarantees towards
financial facilities availed by our Company from some of its lenders, therefore, they are interested to the
extent of the said guarantees. For further information, please see “Financial Indebtedness” on page 343
and “Restated Financial Statements” on page 296.
(iv) Our Promoters collectively hold 43,706,000 Equity Shares, constituting 97.12% of the issued, subscribed
and paid-up Equity Share capital of our Company, as of the date of this Prospectus.
(v) Except for the sale of our property situated at “Khasra No 710/3, at Village. Dehmi Khurd, Tehsil
Sanganer Jaipur – 303 007, Rajasthan, India” which was purchased by our Company from our Promoter,
Kedar Choudhary, none of our Promoters have any interest in any properties acquired by our Company
during the three (3) years preceding the date of this Prospectus, or proposed to be acquired by it, or in
any transaction by our Company for acquisition of land, construction of building or supply of machinery:
For further details, please see “Our Business – Property” on page 250.
(vi) No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which any of
our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce
any of our Promoters to become or qualify them as a director, or otherwise for services rendered by our
Promoters or by such firm or company in connection with the promotion or formation of our Company.
(vii) None of our Promoters or natural persons forming part of the Promoter Group are persons appearing in
the list of directors of struck-off companies by the respective Registrar of Companies or the MCA.
(viii) Payment or benefits to our Promoters or our Promoter Group
Except in the ordinary course of business, there has been no payment or benefits given by our Company
to our Promoters or the members of our Promoter Group during the two (2) years preceding the date of
this Prospectus nor is there any intention to pay or give any benefits to our Promoters or members of our
Promoter group, other than in ordinary course of business as on the date of this Prospectus. For further
details, please see “Our Management” on page 273 and “Restated Financial Statements – Notes to
Restated Financial Statements - Note 43 - Related Party Transactions” on page 337.
Other Confirmations
290As on the date of this Prospectus, our Promoters and members of our Promoter Group are not prohibited from
accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction
passed by SEBI or any securities market regulator in any jurisdiction or any other authority / court.
Our Promoters are not a promoter of any other company which is debarred from accessing the capital market by
SEBI.
Our Promoters have not been identified as wilful defaulters or as fraudulent borrowers under the SEBI ICDR
Regulations.
Our Promoters have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic
Offenders Act, 2018, as amended.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnel and
Directors.
There is no conflict of interest between the lessor of immovable properties and our Company, Promoters, Promoter
Group, Key Managerial Personnel and Directors.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof
Our Promoters and members of our Promoter Group are in compliance with the Companies (Significant Beneficial
Ownership) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Prospectus.
Material guarantees given to third parties by the Promoters with respect to specified securities of the
Company
As on date of the Prospectus, the Promoters have not given any material guarantees to third parties with respect
to specified securities of the Company.
Details of companies / firms from which our Promoters have disassociated
None of our Promoters have disassociated themselves from any other company or firms in the 3 (three) years
preceding the date of this Prospectus:
Our Promoter Group
Persons constituting the Promoter Group (other than our Promoters) of our Company in terms of Regulation 2(1)
(pp) of the SEBI ICDR Regulations 2018 are set out below:
Natural persons forming part of our Promoter Group (other than our Promoters):
Sr. Name of Individuals Relationships
No.
Om Prakash Choudhary
1. Kamla Devi Jat Mother
2. Geeta Choudhary Spouse
3. Kedar Choudhary Brother
4. Sita Kumari Choudhary Sister
5. Anshul Choudhary Son
6. Bhanwar Lal Jakhar Spouse’s Father
7. Kamla Jakhar Spouse’s Mother
8. Mukesh Jakhar Spouse’s Brother
9. Brijesh Jakhar Spouse’s Brother
10. Rajesh Jakhar Spouse’s Brother
291Sr. Name of Individuals Relationships
No.
Kedar Choudhary
1. Kamla Devi Jat Mother
2. Manisha Choudhary Spouse
3. Om Prakash Choudhary Brother
4. Sita Kumari Choudhary Sister
5. Kavyansh Choudhary Son
6. Ram Jas Jakhar Spouse’s Father
7. Sharda Spouse’s Mother
Manisha Choudhary
1. Ram Jas Jakhar Father
2. Sharda Mother
3. Kedar Choudhary Spouse
4. Kavyansh Choudhary Son
5. Kamla Devi Jat Spouse’s Mother
6. Om Prakash Choudhary Spouse’s Brother
7. Sita Kumari Choudhary Spouse’s Sister
Geeta Choudhary
1. Bhanwar Lal Jakhar Father
2. Kamla Jakhar Mother
3. Om Prakash Choudhary Spouse
4. Mukesh Jakhar Brother
5. Brijesh Jakhar Brother
6. Rajesh Jakhar Brother
7. Anshul Choudhary Son
8. Kamla Devi Jat Spouse’s Mother
9. Kedar Choudhary Spouse’s Brother
10. Sita Kumari Choudhary Spouse’s Sister
Entities forming part of our Promoter Group (other than our Promoters):
Sr. No. Name of entities Nature
1. HOK Agrichem Private Limited Company
2. Bhura Ram Hanuman Sahai Foundation Trust
292OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “Group Company(ies)”, includes
(i) such companies (other than promoter(s) and subsidiary(ies), if any) with which there were related party
transactions during the period for which financial information is disclosed, in accordance with Ind AS
24, as disclosed in the Restated Financial Statement (“Relevant Period”), including any additions or
deletions in such companies, after the Relevant Period and until the date of the respective offer
documents; and
(ii) any other companies considered material by the Board of Directors of the relevant issuer company.
In relation to point (ii) above, our Board, through its resolution dated March 21, 2025, has also considered such
companies (other than the companies covered under the schedule of related party transactions as per the Restated
Financial Information) as material for classification as “group companies”, which are members of the Promoter
Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and have entered into one or more related
party transactions during the last completed financial year and stub period, which individually or in the aggregate,
exceed 10% of the restated revenue from operations of our Company, for the last completed financial year, as per
the Restated Financial Information.
Set forth below, based on the aforementioned criteria, are the details of our Group Company as on the date of
this Prospectus.
HOK Agrichem Private Limited
Corporate Information
HOK Agrichem Private Limited was incorporated on April 7, 2023, under the Companies Act, 2013. The
registered office of HOK Agrichem Private Limited is located at E-44, Gautam Marg, Vaishali Nagar, Jaipur –
302021, Rajasthan, India. The corporate identity number of HOK Agrichem Private Limited is
U20219RJ2023PTC086775.
Shareholding pattern
Name of the shareholder Number of equity shares (of face Percentage of issued, subscribed
value ₹10 each) held and paid-up share capital (%)
Om Prakash Choudhary 5,000 50%
Kedar Choudhary 5,000 50%
Financial Information
In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves
(excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings
per shares; and (vi) net asset value in relation HOK Agrichem Private Limited for Fiscal 2025, 2024, 2023,
extracted from its audited financial statements (as applicable) is available at the website of our Company at
www.advanceagrolife.com
It is clarified that such details available in relation to HOK Agrichem Private Limited on the website of the
Company do not form a part of this Prospectus. Anyone placing reliance on any other source of information
would be doing so at their own risk. The link above has been provided solely to comply with the requirements
of the SEBI ICDR Regulations.
Nature and extent of interests of our Group Companies
In the promotion of our Company
Our Group Company does not have an interest in the promotion or formation of our Company.
293In the properties acquired by our Company
Our Group Company does not have any interest in any property acquired by our Company in the 3 years preceding
the date of filing this Prospectus or proposed to be acquired by it as on date of this Prospectus.
In transactions for acquisition of land, construction of building and supply of machinery
Our Group Company does not have an interest in any transaction by our Company pertaining to acquisition of
land, construction of building and supply of machinery.
Business interests in our Company
Except as disclosed “Restated Financial Information – Note 43 – Related Party Disclosures” on page 337, our
Group Companies do not have any business interest in our Company.
Related Business Transactions within our Group Companies and significance on the financial performance of
our Company
Except as disclosed “Restated Financial Information – Note 43 – Related Party Disclosures” on page 337, there
are no other related business transactions with our Group Company which are significant to the financial
performance of our Company.
Common pursuits of our Group Company and our company
There are common pursuits amongst our group company and our Company by virtue of engagement in the
similar line of activities. However, there is no conflict of interest among our Group Company and our Company
has adopted necessary procedures and practices as permitted by law and regulatory guidelines to address any
conflict situations if and when they arise. Accordingly, our Company has entered into a non-compete agreement
dated March 26, 2025 with HOK Agrichem Private Limited. Whilst we cannot assure you that a conflict of
interest will not arise if the entity decides to pursue such activities in future, our Company shall adopt necessary
procedures and practices as permitted by law and regulatory guidelines to address any instances of conflict of
interest, if and when they may arise. For risks related to conflict of interest, please see “Risk Factors – Our
Company’s Directors or Promoters may enter into ventures that may lead to real or potential conflicts of
interest with our business.” on page 44.
Litigation
As on the date of this Prospectus, our Group Company is not party to any pending litigation which will have a
material impact on our Company.
Utilisation of Issue Proceeds
There are no material existing or anticipated transactions with our Group Company in relation to utilisation of the
Issue Proceeds.
294DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by the Board of
Directors and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of
Association and the applicable laws including the Companies Act, 2013 together with the applicable rules notified
thereunder and the SEBI Listing Regulations, as amended. Further the Board shall also have the absolute power
to declare interim dividend in compliance with the Companies Act and the SEBI Listing Regulations. The dividend
distribution policy of our Company was approved and adopted by our Board on March 21, 2025 (the "Dividend
Distribution Policy").
The Dividend Distribution Policy provides that our Board may consider the following financial/internal
parameters while declaring or recommending dividend to Shareholders: (i) financial performance including profits
earned by the Company (standalone) during the financial year; (ii) available distributable reserves; (iii) cash
balance and operating cash flows of the Company, (iv) earnings per share (EPS); (v) working capital requirements;
(vi) capital expenditure requirement such as for business expansion, technological advancement, corporate
restructuring including investments in subsidiaries, joint ventures and associates of the Company, if any; (vii)
likelihood of crystalization of contingent liabilities, if any; (viii) upgradation of physical infrastructure; (ix) fund
requirement for contingencies and unforeseen events with financial implications; (x) cost of borrowing; (xi) Past
Dividend payout ratio / trends ; and (xii) any other factor as may be deemed fit by the Board.
Our Board may consider the following external parameters while declaring or recommending dividend to
Shareholders: (i) economic conditions; (ii) financing costs; (iii) government regulations; (iv) global conditions;
and (v) taxation policy of the Government.
Further, our Board may not declare or recommend dividend for a particular period if it is of the view that it would
be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be
considered by the Board.
Retained earnings may be utilized by our Company for making investments for future growth and expansion plans,
for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by
the Board. Our Company may also, from time to time, pay interim dividends. For details in relation to risks
involved in this regard, see “Risk Factors – Our ability to pay dividends in the future will depend upon our
future earnings, financial condition, cash flows, working capital requirements, capital expenditure and
restrictive covenants in our financing arrangements.” on page 83.
We have not declared and paid any dividends on the Equity Shares in any of the three Fiscals preceding the date
of this Prospectus and until the date of this Prospectus. Our dividend history is not necessarily indicative of our
dividend amounts, if any, in the future.
295SECTION V – FINANCIAL INFORMATION
RESTATED FINANCIAL STATEMENTS
Sr. Particulars Page No.
No.
1. The examination report and the Restated Financial Statements 297
296Independent Auditor’s Examination Report on the Restated Financial Information of Advance Agrolife
Limited (Formerly known as Advance Agrolife Private Limited)
To,
The Board of Directors
Advance Agrolife Limited
E-39, Riico Industrial Area Ext. Bagru,
Jaipur, Rajasthan, India, 303007
Dear Sirs,
1. We have examined the Restated Financial Information of Advance Agrolife Limited (‘the Company’)
(Formerly known as Advance Agrolife Private Limited), comprising the Restated Statement of Assets
and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statement of
Profit and Loss (including Other Comprehensive Income), the Restated Statement of Cash Flow and
Restated Financial Information of Changes in Equity, March 31, 2025, March 31, 2024 and March 31,
2023 and the Summary of Material Accounting Policies and other notes and explanatory information
(collectively, the “Restated Financial Information”), as approved by the Board of Directors of the
Company at their meeting held on August 28, 2025 for the purpose of inclusion in the Red Herring
Prospectus (“the RHP”) and the Prospectus (together with RHP referred to as the “Offer Documents”) to
be prepared by the Company in connection with its proposed Initial Public Offering of equity shares
(“IPO”) and prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act")
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and
c) 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”).
Management Responsibility for the Restated Financial Information
2. The Company’s Board of Directors is responsible for the preparation of the Restated Financial
Information for the purpose of inclusion in the Offer Documents to be filed with Stock Exchange where
the equity shares of the Company are proposed to be listed (“Stock exchanges”), Securities and
Exchange Board of India (“SEBI”) and Registrar of Companies(ROC), Jaipur at Rajasthan in connection
with the proposed IPO. The Restated Financial Information have been prepared by the management of
the Company on the basis of preparation stated in Note 2 to the Restated Financial Information.
The Board of Directors’ responsibility includes designing, implementing and maintaining adequate
internal control relevant to the preparation and presentation of the Restated Financial Information. The
Board of Directors are also responsible for identifying and ensuring that the Company complies with the
Act, ICDR Regulations and the Guidance Note.
Auditors’ Responsibility for the Restated Financial Information
3. We have examined the Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated October 11, 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) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.
297Our 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 in connection with the
proposed IPO of the equity share of the Company.
Restated Financial Information
4. These Restated Financial Information have been compiled by the management from:
a. The Audited Ind AS Financial Statements of the Company as at and for the year ended March 31,
2025 prepared in accordance with recognition and measurement criteria laid down in Indian
Accounting Standard (Ind AS) as specified under Section 133 of the Act and read with Companies
(Indian Accounting Standards) Rules 2015,as amended and other accounting principles generally
accepted in India and they do not contain corresponding figures for the previous year as required by
Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the
Act) (the “Financial Statements”) which have been approved by the Board of Directors at their
meeting held on August 28, 2025; and
b. As at and for the years ended March 31, 2024 and March 31, 2023:
The Audited Special Purpose Ind AS Financial Statements as at and for the years ended March 31,
2024 and March 31, 2023 have been prepared in accordance with the Indian Accounting Standards,
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 March 21, 2025; and
c. As at and for the year ended March 31, 2024, from the financial statements prepared by the company
in accordance with the Indian GAAP and re-audited by us, as the previous auditor was not required
to undergo Peer Review and there was the requirement of re-audit as per the SEBI Guidelines. The
same have been approved by the board of directors at their meeting held on March 21, 2025.
5. For the purpose of our examination, we have relied on:
a. Auditor’s report issued by us dated August 28, 2025 on the Ind AS financial statements of the
Company as at and for the year ended March 31, 2025 as referred in Paragraph 4 (a) above.
b. Auditor’s reports issued by us dated March 21, 2025 on the audited Special Purpose Ind AS financial
statements of the Company as at and for the years ended March 31, 2024 and March 31, 2023 as
referred in Paragraph 4 (b) above. These audited special purpose Ind AS financial statements are
prepared in accordance with basis of preparation as referred to Note 2 of the audited special purpose
Ind AS financial statements for the years ended March 2024 and March 31, 2023.
6. Based on the above and according to the information and explanations given to us, we report that Restated
Financial Information:
a. have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024
and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and
grouping / classifications followed as at and for the year ended March 31, 2025;
b. does not contain any qualifications requiring adjustments. However, those qualifications in the
Annexure to the auditors‟ report issued under Companies (Auditor’s Report) Order, 2020 /
Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of
sub section (11) of section 143 of the Act, as applicable, on the financial statements for the years
ended March 31, 2025, March 31, 2024 and March 31, 2023, which do not require any corrective
adjustments in the Restated Financial Information have been disclosed in Note 3 to the Restated
Financial Information; and
c. the Restated Financial Information have been prepared in accordance with Act, ICDR regulation and
Guidance Note.
2987. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the Ind AS Financial Statements and Special Purpose Ind AS Financial
Statements mentioned in paragraph 4 above.
8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC)
1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and
Other Assurance and Related Services Engagements.
9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the financial
statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to
be filed with SEBI, Stock exchanges and Registrar of companies (ROC), Jaipur at Rajasthan in
connection with the proposed IPO. 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 S K Patodia & Associates LLP
Chartered Accountants
Firm Registration Number:112723W/W100962
Vikas Tambi
Partner
Membership No.:408970
UDIN: 25408970BMLBIX7848
Date : August 28, 2025
Place : Jaipur
299ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
RESTATED STATEMENT OF ASSETS AND LIABILITES
(₹ in millions unless otherwise stated)
Particulars Note As at As at As at
No. March 31, 2025 March 31, 2024 March 31, 2023
I ASSETS
1. Non Current Assets
(a) Property, Plant and Equipment 4 647.21 401.55 226.24
(b) Capital Work-In-Progress 4 105.50 94.34 1.49
(c) Right-of-use Assets 4 11.61 0.56 0.93
(d) Other Intangible assets 4a 0.04 - -
(e) Intangible assets under development 4a 4.51 - -
(f) Financial Assets
(i) Others 5 6.65 9.68 4.43
(g) Deferred Tax Assets (Net) 6 7.62 5.73 2.49
(h) Other Non Current Assets 7 7.00 6.20 -
Total Non-Current Assets 790.14 518.06 235.58
2. Current Assets
(a) Inventories 8 876.08 488.98 388.14
(b) Financial Assets
(i) Trade Receivables 9 1 ,630.71 1 ,431.52 1 ,044.83
(ii) Cash and Cash Equivalents 10 5.77 4.58 0.73
(iii) Bank Balances other than (ii) above 11 13.38 4.65 -
(iv) Others 12 1.52 0.81 0.69
(c) Other Current Assets 13 197.12 146.98 124.72
Total Current Assets 2 ,724.58 2 ,077.52 1 ,559.11
TOTAL ASSETS 3 ,514.72 2 ,595.58 1 ,794.69
II EQUITY AND LIABILITIES
Equity
(a) Equity share capital 14 450.00 45.00 45.00
(b) Other Equity 15 558.73 707.64 461.00
Total Equity 1 ,008.73 752.64 506.00
LIABILITIES
1. Non Current Liabilities
(a) Financial Liabilities
(i) Borrowings 16 147.88 139.19 59.30
(ii) Lease Liabilities 17 2.27 0.25 0.70
(b) Provisions 18 6.28 4.80 3.23
Total Non-Current Liabilities 156.43 144.24 63.23
2. Current Liabilities
(a) Financial Liabilities
(i) Borrowings 19 644.56 314.66 192.50
(ii) Lease Liabilities 20 9.81 0.45 0.39
(iii) Trade Payables 21
- Total outstanding dues of micro enterprises and 51.89 267.13 146.81
small enterprises
- Total outstanding dues of creditors other than 1 ,535.71 1 ,003.44 788.53
micro enterprises and small enterprises
(iv) Other Financial Liabilities 22 10.26 16.93 14.81
(b) Other current liabilities 23 3.80 25.71 31.15
(c) Provisions 24 1.86 0.39 0.26
(d) Current Tax Liabilities (Net) 25 91.67 69.99 51.01
Total Current Liabilities 2 ,349.56 1 ,698.70 1 ,225.46
TOTAL EQUITIES AND LIABILITIES 3 ,514.72 2 ,595.58 1 ,794.69
Corporate Information 1
The above statement should be read with Note 2 - Summary of Material accounting policies and explanatory notes forming part of Restated Financial Information,
Notes to Restated Financial Information and Note 3 - Statement of adjustments to Restated Financial Information.
As per our report of even date
For S K Patodia & Associates LLP For and on behalf of Board of Directors
Chartered Accountants Advance Agrolife Limited
Firm Registration Number : 112723W/W100962
Vikas Tambi Om Prakash Choudhary Kedar Choudhary
Partner Chairman & Mananging Director Whole Time Director
Membership Number : 408970 DIN : 01004122 DIN : 06905752
Mewa Ram Mehta Nisha Gupta
Chief Financial Officer Company Secretary
Place : Jaipur Place : Jaipur Place : Jaipur
Date : August 28, 2025 Date : August 28, 2025 Date : August 28, 2025
300ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in millions unless otherwise stated)
Particulars Note For the year ended For the year ended For the year ended
No. March 31, 2025 March 31, 2024 March 31, 2023
I Revenue
Revenue from Operations 26 5 ,022.60 4 ,558.99 3 ,978.06
Other Income 27 6 .16 1 3.10 1 .66
Total Income 5 ,028.76 4 ,572.09 3 ,979.72
II Expenses
Cost of Materials Consumed 28 3 ,806.30 3 ,616.11 3 ,310.55
Change In Inventories of Finished Goods And Work-In-Progress 29 1 4.95 (8.74) (57.21)
Manufacturing and Operating Expenses 30 3 18.28 2 11.12 2 13.27
Employee Benefits Expense 31 1 13.07 9 4.05 6 6.80
Finance Costs 32 5 4.33 3 5.36 2 6.42
Depreciation and Amortization Expenses 33 7 6.12 3 3.85 2 4.59
Other Expenses 34 2 93.71 2 57.44 1 94.09
Total Expenses 4 ,676.76 4 ,239.19 3 ,778.51
III Profit Before Tax (I- II) 3 52.00 3 32.90 2 01.21
IV Less: Tax Expense
Current Tax 9 7.43 8 8.57 5 3.82
Earlier Year Tax - 0 .02 -
Deferred Tax (1.81) (3.01) (1.29)
Total Tax Expense 9 5.62 8 5.58 5 2.53
V Profit for the Year (III-IV) 2 56.38 2 47.32 1 48.68
VI Other Comprehensive Income
Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit obligations (0.39) (0.91) 0 .40
Tax effect on above 0 .10 0 .23 (0.10)
Other Comprehensive Income for the year, net of tax (0.29) (0.68) 0 .30
VII Total Comprehensive Income for the year (V+VI) 2 56.09 2 46.64 1 48.98
VIII Earnings Per Share (Face Value INR 10 Per Equity Share): 35
Basic (INR) 5 .70 5 .50 3 .30
Diluted (INR) 5 .70 5 .50 3 .30
Corporate Information 1
TheabovestatementshouldbereadwithNote2-SummaryofMaterialaccountingpoliciesandexplanatorynotesformingpartofRestatedFinancialInformation,Notesto
Restated Financial Information and Note 3 - Statement of adjustments to Restated Financial Information.
As per our report of even date
For S K Patodia & Associates LLP For and on behalf of Board of Directors
Chartered Accountants Advance Agrolife Limited
Firm Registration Number : 112723W/W100962
Vikas Tambi Om Prakash Choudhary Kedar Choudhary
Partner Chairman & Mananging Director Whole Time Director
Membership Number : 408970 DIN : 01004122 DIN : 06905752
Mewa Ram Mehta Nisha Gupta
Chief Financial Officer Company Secretary
Place : Jaipur Place : Jaipur Place : Jaipur
Date : August 28, 2025 Date : August 28, 2025 Date : August 28, 2025
301ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
RESTATED STATEMENT OF CASH FLOWS
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
A. Cash flow from operating activities
Net profit before taxation 352.00 332.90 201.21
Adjustments for:
Depreciation on Property, Plant and Equipment 76.12 33.85 24.59
Finance Costs 54.33 35.36 26.42
Interest Income (0.95) (0.58) (0.26)
Foreign Exchange Gain on Fluctuations (Net) (2.10) (1.29) (1.40)
Loss / (Profit) on sale of Property, Plant and Equipment (Net) - (0.12) -
Operating profit before working capital changes 479.40 400.12 250.56
Changes in working capital
(Increase) / decrease in Inventories (387.10) (100.85) (92.60)
(Increase) / decrease in Trade Receivables (199.19) (386.70) (384.63)
Increase / (decrease) in Trade Payables 317.03 335.23 404.26
Increase / (decrease) in Other Current Liabilities (21.91) (5.44) (10.76)
Increase / (decrease) in Short Term Provision 1.48 0.12 0.03
Increase / (decrease) in Long Term Provision 1.48 0.66 0.67
(Increase) / decrease in Other Current Financial Assets (0.71) (0.11) (0.09)
(Increase) / decrease in Other Current Assets (50.14) (22.26) (74.90)
(Increase) / decrease in Other Non Current Assets (0.80) (6.20) -
Increase / (decrease) in Other Current Financial Liabilities (6.66) 2.11 5.63
Cash generated from operations 132.88 216.68 98.18
Income taxes (paid)/ refund (75.75) (68.28) (35.86)
Net cash (used in)/ generated from operating activities 57.13 148.41 62.32
B. Cash flow from investing activities
Other Non-Cash Income 3.05 0.57 0.25
Purchase of Property Plant & Equipment and Capital Work in Progress (331.48) (302.41) (82.01)
Intangible Assets and Intangible asset under development (4.58) - -
Sale of Property Plant & Equipment - 0.90 -
Investment in fixed deposits (5.70) (9.90) 1.05
Net cash (used in)/ generated from investing activities (338.71) (310.84) (80.71)
C. Cash flow from financing activities
Increase / (decrease) in long term borrowings (Net) 8.70 79.89 25.26
Increase / (decrease) in short term borrowings (Net) 329.91 122.15 15.91
Interest Payments on Lease liabilities (0.64) (0.09) (0.12)
Principal Payments of Lease liabilities (1.51) (0.39) (0.33)
Finance Cost Paid (53.69) (35.27) (26.30)
Net cash (used in)/ generated from financing activities 282.77 166.29 14.42
Net increase/ (decrease) in cash and cash equivalents (A+B+C) 1.19 3.85 (3.97)
Opening cash and cash equivalents 4.58 0.73 4.70
Closing cash and cash equivalents 5.77 4.58 0.73
Cash and cash equivalents at the end of the year ended:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Cash in Hand 5.76 0.55 0.02
Balance with Bank 0.01 4.03 0.71
Total 5.77 4.58 0.73
Note :
The Cash Flow Statement has been prepared under the indirect method as set out in Ind AS 7 "Statement of Cash Flows".
Change in liability arising from financing activities
(₹ in millions unless otherwise stated)
Particulars Borrowings Lease liabilities Total
Closing balance as on April 1, 2022 210.63 1.42 212.05
Cash flows (net) 20.00 (0.45) 19.54
Interest expense 21.17 0.12 21.29
Closing balance as on March 31, 2023 251.80 1.09 252.89
Cash flows (net) 172.29 (0.47) 171.82
Interest expense 29.75 0.09 29.84
Closing balance as on March 31, 2024 453.84 0.70 454.54
Cash flows (net) 290.08 10.74 300.82
Interest expense 48.53 0.64 49.16
Closing balance as on March 31, 2025 792.45 12.08 804.53
The above statement should be read with Note 2 - Summary of Material accounting policies and explanatory notes forming part of Restated Financial Information, Notes to Restated
Financial Information and Note 3 - Statement of adjustments to Restated Financial Information.
As per our report of even date
For S K Patodia & Associates LLP For and on behalf of Board of Directors
Chartered Accountants Advance Agrolife Limited
Firm Registration Number : 112723W/W100962
Vikas Tambi Om Prakash Choudhary Kedar Choudhary
Partner Chairman & Mananging Director Whole Time Director
Membership Number : 408970 DIN : 01004122 DIN : 06905752
Mewa Ram Mehta Nisha Gupta
Chief Financial Officer Company Secretary
Place : Jaipur Place : Jaipur Place : Jaipur
Date : August 28, 2025 Date : August 28, 2025 Date : August 28, 2025
302ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
RESTATED STATEMENT OF CHANGES IN EQUITY
A. Equity share capital (₹ in millions unless otherwise stated)
Particulars Amount
As at April 1, 2022 4 5.00
Changes in Equity Share Capital during the year -
As at March 31, 2023 4 5.00
Changes in Equity Share Capital during the year -
As at March 31, 2024 4 5.00
Changes in Equity Share Capital during the year 4 05.00
As at March 31, 2025 4 50.00
B. Other equity
(₹ in millions unless otherwise stated)
Particulars Reserves and Surplus Total
Securities premium Retained earnings
As at April 1, 2022 - 312.02 3 12.02
Restated Profit for the year - 148.68 1 48.68
Other Comprehensive Income / (Loss)
Re-measurement gains/ (losses) on defined benefit obligations (net of tax) - 0.30 0 .30
As at March 31, 2023 - 461.00 4 61.00
Restated Profit for the year - 247.32 2 47.32
Other Comprehensive Income / (Loss)
Re-measurement gains/ (losses) on defined benefit obligations (net of tax) - ( 0.68) (0.68)
As at March 31, 2024 - 707.64 7 07.64
Restated Profit for the year - 256.38 2 56.38
Issue of Bonus Shares ( 405.00)
Other Comprehensive Income / (Loss)
Re-measurement gains/ (losses) on defined benefit obligations (net of tax) - ( 0.29) (0.29)
As at March 31, 2025 - 558.73 5 58.73
TheabovestatementshouldbereadwithNote2-SummaryofMaterialaccountingpoliciesandexplanatorynotesformingpartofRestatedFinancialInformation,NotestoRestated
Financial Information and Note 3 - Statement of adjustments to Restated Financial Information.
As per our report of even date
For S K Patodia & Associates LLP For and on behalf of Board of Directors
Chartered Accountants Advance Agrolife Limited
Firm Registration Number : 112723W/W100962
Vikas Tambi Om Prakash Choudhary Kedar Choudhary
Partner Chairman & Mananging Director Whole Time Director
Membership Number : 408970 DIN : 01004122 DIN : 06905752
Mewa Ram Mehta Nisha Gupta
Chief Financial Officer Company Secretary
Place : Jaipur Place : Jaipur Place : Jaipur
Date : August 28, 2025 Date : August 28, 2025 Date : August 28, 2025
303ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
1. Corporate Information
Advance Agrolife Limited (formerly Advance Agrolife Private Limited) (the “Company”) is a public company domiciled
in India and is incorporated under the provisions of the Companies Act applicable in India. The Company was
incorporated on February 27, 2002 having its registered office at, E-39, RIICO Industrial Area, Bargu Extn Jaipur,
Rajasthan, India, 303007.
The company is registered with the Registrar of Companies, Jaipur (Rajasthan) India and is engaged in the business
of manufacturing and distributor of broad spectrum of technical and formulated grade of agrochemicals.
The Company has converted from Private Limited to Public Limited Company, through a special resolution in the
extra ordinary general meeting of the shareholder of the Company held on November 13, 2024. Consequently, the
name of the Company has been changed to Advance Agrolife Limited pursuant to a fresh certificate of incorporation
issued by the Registrar of Companies dated December 4, 2024.
The Company's Restated Financial Information were approved for issue in accordance with a resolution of the
directors on August 28, 2025.
2. Basis of Preparation, Measurement and Material Accounting Policies
2.1.1 Basis of Preparation and Measurement
(a) Restated Financial Statement of Compliance
The Restated Financial Information of the Company comprise of Restated Statement of Assets and Liabilities for the
year ended March 31, 2025 , March 31, 2024 and March 31, 2023, the Restated statement of Profit and Loss
(including Other Comprehensive Income), Restated Statement of Changes in Equity and the Restated Statement of
Cash Flows for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary of material
accounting policies and explanatory notes (collectively, the ‘Restated Financial Information’).
The Restated Financial Information of the Company have been prepared 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 Restated Financial Information.
These Restated Financial Information have been prepared by the management as required under the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR
Regulations”) issued by the Securities and Exchange Board of India ('SEBI'), in pursuance of the Securities and
Exchange Board of India Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in
connection with the proposed initial public offering (‟IPO‟) of equity shares of Face Value Rs. 10 each of the
company comprises of fresh issue of Equity Shares, prepared by the Company in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
as amended;
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI) (the “Guidance Note”);
(b) Basis of Preparation:
The accounting policies set out below have been applied consistently to the periods presented in the Restated
Financial Information. This Restated Financial Information have been prepared on a going concern basis.
(c) Basis of Measurement:
The Restated Financial Information have been prepared on a historical cost basis and accrual basis, except for
certain financial assets and liabilities measured at fair value or amortized cost method (refer accounting policy
regarding financial instruments) or revalued amount.
(d) Current and Non-Current Classification:
Based on the time involved between the acquisition of assets for processing and their realization in cash and cash
equivalents, the Company has identified twelve months as its operating cycle for determining current and non-
current classification of assets and liabilities
(e) Functional and Presentation Currency
304ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
The functional currency of the company is the Indian Rupee a nd the Restated Financial Information has been
presented in Indian Rupees. All amounts have been rounded-off to the nearest millions and decimals thereof, unless
otherwise mentioned. Due to rounding off, the numbers presented throughout the document may not add up
precisely to the totals and percentages may not precisely reflect the absolute figures.
(f) Use of estimates, assumptions and judgements
The preparation of these Restated Financial Information in conformity with the recognition and measurement
principles of Ind AS requires, management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported balances of assets and liabilities, disclosures relating to
contingent assets and contingent liabilities as at the date of the Restated Financial Information and the reported
amounts of income and expenses for the years presented.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised and in any future periods affected, and if material, their
effects are disclosed in the notes to the Restated Financial Information.
Assumption and estimation uncertainties:
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment in the amounts recognized in the Restated Financial Information is included in the following notes:
a) Impairment test of non-financial assets and financials assets.
b) Measurement of defined benefit obligations: key actuarial assumptions.
c) Recognition of deferred tax assets; availability of future taxable profit against which tax losses carries forward can
be used.
d) Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and
magnitude of an outflow of resources
(g) Fair value measurement
The company measures financial instruments at fair value in accordance with accounting policies at each reporting
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:
• In the principal market for the asset or liability, or
• 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 Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Restated Financial Informations are
categorized 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:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
• 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 Restated Financial Informations on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (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 Company has determined classes of assets and liabilities on the basis of
305ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
2.1.2 Material accounting policies
(a) Property, plant and equipment
Recognition and Measurement
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment
losses, if any. Freehold land is stated at cost.
The cost of an item of property, plant and equipment comprises:
a) its purchase price, including non-refundable purchase taxes, after deducting trade discounts and rebates.
b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by the management.
c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for
as separate items (major components) of property, plant and equipment and depreciated accordingly.
Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the
expenditure will flow to the Company.
Depreciation methods, estimated useful lives and residual value
Depreciation is calculated on written down value basis using the useful lives as prescribed under Schedule II to the
Companies Act, 2013. If the management’s estimate of the useful life of a property plant & equipment at the time of
acquisition of the asset or of the remaining useful life on a subsequent review is shorter than that envisaged in the
aforesaid schedule, depreciation is provided at a higher rate based on the management’s estimate of the useful
life/remaining useful life.
Assets Useful Life
Building & Property 60 years
Furniture & Fixtures 10 years
Plant & Equipment 5 - 15 years
Computer & Peripherals 3 years
Computer Software 6 years
Vehicles 8 - 10 years
Depreciation on additions during the year is provided on pro rata basis with reference to month of
addition/installation.
The residual values are not more than 5% of the original cost of the asset. Assets costing less than Rs. 5000 are fully
charged to the Statement of profit & loss account in the year of acquisition.
De-recognition
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the statement of profit and loss when the asset is derecognized.
(b) Capital Work-In-Progress
Cost of assets not ready for intended use, as on balance sheet date is shown as capital work in progress. Advances
given towards acquisition of property, plant and equipment outstanding at each balance sheet date are disclosed as
other non-current assets.
(c) Investment Property
Recognition and Measurement
Land and Building held to earn rental or for capital appreciation or both, rather than for use in the production or supply
of goods or services or for administrative purposes: or sale in the ordinary course of business is recognized as
306ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
investment property. Land held for a currently undetermined futu re use is also recognized as Investment Property.
Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing
costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Company and the cost of the item can be
measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment
property is replaced, the carrying amount of the replaced part is derecognized.
Gain or Loss on Disposal
Any gain or loss on disposal of an Investment Property is recognized in the Statement of Profit and loss.
(d) Intangible Assets
Intangible asset including intangible assets under development are stated at cost, net of accumulated amortization
and accumulated impairment losses, if any. Intangible assets acquired separately are measured on initial recognition
at cost.
Intangible assets in case of ERP software are amortized on WDV basis over a period of 6 years, based on
management estimate. The amortization period and the amortization method are reviewed at the end of each financial
year.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are
amortized over the useful economic life and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortization period and the amortization 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
amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization
expense on intangible assets with infinite lives is recognized in the statement of profit and loss unless such
expenditure forms part of carrying value of another asset.
De-recognition
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of
the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the statement of profit and loss when the asset is derecognized.
(e) Impairment
i. Impairment of Financial Assets
The Company recognizes loss allowances for expected credit losses on:
- financial assets measured at amortized cost;
- contract assets recognized under contract with customers; and
- financial assets measured at FVTOCI- debt investments.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-
impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the
estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
- significant financial difficulty of the borrower or issuer;
- a breach of contract such as a default or being past due for 90 days or more;
- the restructuring of a loan or advance by each entity in the Company on terms that such entity would not
consider otherwise;
- it is probable that the borrower will enter bankruptcy or other financial reorganization;
- the disappearance of an active market for a security because of financial difficulties.
The Company measures loss allowances at an amount equal to lifetime expected credit losses, except for bank
balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has
not increased significantly since initial recognition, which are measured as 12 month expected credit losses.
Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the
expected life of a financial instrument. Twelve months expected credit losses are the portion of expected credit
losses that result from default events that are possible within 12 months after the reporting date (or a shorter period if
the expected life of the instrument is less than 12 months).
307ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
In all cases, the maximum period considered when estimating e xpected credit losses is the maximum contractual
period over which the Company is exposed to credit risk. When determining whether the credit risk of a financial
asset has increased significantly since initial recognition and when estimating expected credit losses, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This
includes both quantitative and qualitative information and analysis, based on the Companies historical experience
and informed credit assessment and including forward-looking information.
ii. Impairment of non-financial assets
The Companies non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the asset's
recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-generating
units (CGUs). Each GU represents the smallest group of assets that generates cash inflows that are largely
independent of the cash inflows of other assets or CGUs.
The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs
to sell. Value in use is based on the estimated future cash flows, 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 GU (or
the asset).
An impairment loss is recognized if the carrying amount of an asset or GU exceeds its estimated recoverable amount.
Impairment losses are recognized in the Statement of Profit and Loss. Impairment loss recognized in respect of a
CGU is allocated first to reduce the carrying amount of any goodwill allocated to the GU, and then to reduce the
carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.
In respect of other assets for which impairment loss has been recognized in prior periods, the Company reviews at
each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss
is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is
made only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no impairment loss had been recognized.
(f) Inventories
Inventories include finished goods, raw materials and Work in Progress. The inventory is valued at cost or Net
Realizable Value, whichever is lower. Cost is ascertained on FIFO Basis.
The cost of inventory include expenditure in purchasing the materials, production and conversion cost and other
relevant costs incurred in bringing them to their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
(g) Financial Instruments
i. Financial assets
Initial recognition and measurement
Financial assets are recognized when, and only when, the Company becomes a party to the contractual provisions of
the financial instrument. The Company determines the classification of its financial assets at initial recognition.
When financial assets are recognized initially, they are measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets, which are not at fair value through profit or loss, are
adjusted to the fair value on initial recognition.
Classification:
a. Cash and Cash Equivalents
Cash comprises cash/cheques on hand and demand deposits with banks. Cash equivalents are short-term
balances (with an original maturity of three months or less from the date of acquisition), highly liquid investment
that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in
value.
b. Debt Instruments
The Company classifies its debt instruments, as subsequently measured at amortized cost or fair value through
Other Comprehensive Income or fair value through profit or loss based on its business model for managing the
308ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
financial assets and the contractual cash flow characteristics of the financial asset
i. Financial assets at amortized cost
Financial assets are subsequently measured at amortized cost if these financial assets are held for
collection of contractual cash flows where those cash flows represent solely payments of principal and
interest. Interest income from these financial assets is included as a part of the Company’s income in the
Statement of Profit and Loss using the effective interest rate method.
ii. Financial assets at fair value through Other Comprehensive Income (FVTOCI)
Financial assets are subsequently measured at fair value through Other Comprehensive Income if these
financial assets are held for collection of contractual cash flows and for selling the financial assets, where
the assets cash flows represent solely payments of principal and interest. Movements in the carrying value
are taken through Other Comprehensive Income, except for the recognition of impairment gains or losses,
interest revenue and foreign exchange gains or losses which are recognized in the Statement of Profit and
Loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in Other
Comprehensive Income is reclassified from Other Comprehensive Income to the Statement of Profit and
Loss.
iii. Financial assets at fair value through profit or loss (FVTPL)
Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or
loss. A gain or loss on such debt instrument that is subsequently measured at FVTPL and is not part of a
hedging relationship as well as interest income is recognized in the Statement of Profit and Loss.
c. Equity Instruments
The Company subsequently measures all equity investment (other than the investments in subsidiaries, joint
ventures and associates which are measured at cost) at fair value. Where the Company has elected to present fair
value gains and losses on equity investments in Other Comprehensive Income (“OCI”), there is no subsequent
reclassification of fair value of gains and losses to profit or loss. Dividends from such investments are recognized in
the Statement of Profit and Loss as other income when the Company’s right to receive payment is established.
The Company has made an irrecoverable election to present in Other Comprehensive Income subsequent
changes in the fair value of equity investments that are not held for trading (except investments in subsidiaries,
joint ventures and associates which are measured at cost).
When the equity investment is de-recognized, the cumulative gain or loss previously recognized in Other
Comprehensive Income is reclassified from Other Comprehensive Income to the Retained Earnings directly.
De-recognition
A financial asset is de-recognized only when the Company has transferred the rights to receive cash flows from the
financial asset. Where the Company has transferred an asset, the Company evaluates whether it has transferred
substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is de-
recognized. Where the Company has not transferred substantially all risks and rewards of ownership of the financial
asset, the financial asset is not de-recognized. Where the Company retains control of the financial asset, the asset is
continued to be recognized to the extent of continuing involvement in the financial asset.
ii. Financial liabilities
Initial recognition and measurement
Financial liabilities are recognized when and only when, the Company becomes a party to the contractual provisions
of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognized initially at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair
value on initial recognition.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently
measured at amortized cost using the effective interest method. Gains and losses are recognized in the Statement of
Profit and Loss when the liabilities are derecognized, and through the amortization process
De-recognition
A financial liability is de-recognized 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 a de-
recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying
amounts is recognized in the Statement of Profit and Loss.
309ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of
its liabilities. Equity instruments issued by a Company are recognized at the proceeds received.
(h) Foreign Currencies:
Initial recognition
Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency amount the
exchange rate between the reporting currency and the foreign currency at the date of the transaction.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms
of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the
transaction. Non-monetary items, which are measured at fair value or other similar valuation denominated in a foreign
currency, are translated using the exchange rate at the date when such value was determined.
Exchange difference
Exchange differences arising on the settlement of monetary items or on reporting monetary items of Company at rates
different from those at which they were initially recorded during the year, or reported in previous Restated Financial
Information, are recognized as income or as expenses in the year in which they arise except those arising from
investments in non-integral operations.
The Company’s Restated Financial Information are presented in Indian Rupee. The Company determines the
functional currency as Indian Rupee on the basis of primary economic environment in which the entity operates.
(i) Leases
The Company 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.
Company as a Lessor:
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the
lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance
lease. All other leases are classified as operating leases.
For operating leases, rental income is recognized on a systematic basis according to contract of the relevant lease.
Company as a lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
Right-of-use assets
The Company 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
accumulated 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 basis over the shorter of the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise
of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the section of the accounting policies - Impairment of
non-financial assets.
Lease Liability
At the commencement date of the lease, the Company 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 receivable.
In calculating the present value of lease payments, the Company 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 (e.g., changes to future payments resulting from a change
in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase
the underlying asset.
310ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
(j) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for
their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalization. Other borrowing costs are expensed in the
period in which they are incurred.
(k) Cash and Cash Equivalent
Cash and cash equivalent includes cash on hand, other short-term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts.
(l) Statement of Cash Flows
Cash flows are reported using the indirect method, whereby net profit before taxes for the period is adjusted for the
effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and item of income or expenses associated with investing or financing cash flows. The cash flows from
operating, investing and financing activities of the Company are segregated.
(m) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing:
- the profit attributable to owners of the company
- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus
elements in equity shares issued.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:
- the profit attributable to owners of the company
- the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.
(n) Revenue Recognition
The Company derives revenues primarily from manufacturing and distributing of broad spectrum of technical and
formulated grade of agrochemical such as insecticides, fungicides, herbicides, and plant growth regulators.
Ind AS 115 “Revenue from Contracts with Customers” provides a control- based revenue recognition model and
provides a five-step application approach to be followed for revenue recognition.
Identify the contract(s) with a customer;
Identify the performance obligations;
Determine the transaction price;
Allocate the transaction price to the performance obligations;
Recognize revenue when or as an entity satisfies performance obligations
Revenue from contracts with customers is recognized when control of the goods is transferred to the customer, at an
amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods.
Revenue is recognized when no significant uncertainty exists as to its realization or collection.
The amount recognized as revenue in its Statement of Profit and Loss is exclusive of Goods and Service Tax and is
net of discounts.
(o) Contract balances
Trade receivables
A receivable represents the Company’s right to 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 (h) Financial Instruments.
Contract liabilities
A contract liability is the obligation to perform the services as agreed with the customer for which the Company has
received consideration (or an amount of consideration is due) from the customer. A contract liability is recognized
when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as
revenue when the Company performs under the contract.
311ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
Export benefits are accounted for in the year of exports base d on eligibility and when there is no uncertainty in
receiving the same.
Other income:
Interest Income:
Interest income is accrued on time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discount estimated future cash receipts through the expected life of
the financial asset to the asset’s net carrying amount on initial recognition. Interest income is included in other
income in the statement of profit/loss.
(p) Employee benefits
(i) During Employment benefits
Short term employee benefits obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognized in respect of
employee’s services up to the end of the reporting period and are measured at the undiscounted amounts of the
benefits expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit
obligations in the balance sheet.
Other Long-term employee benefit obligations
The liabilities for compensated absences (annual leave) which are not expected to be settled wholly within 12 months
after the end of the period in which the employee render the related service are presented as non-current employee
benefits obligations. They are therefore measured as the present value of expected future payments to be made in
respect of services provided by employees up to the end of the reporting period using the Projected Unit Credit
method. The benefits are discounted using the market yields at the end of the reporting period on government bonds
that have terms approximating to the terms of the related obligations. Re-measurements as a result of experience
adjustments and changes in actuarial assumptions (i.e. actuarial losses/ gains) are recognized in the Statement of
Profit and Loss.
The obligations are presented as current in the balance sheet, if the Company does not have an unconditional right
to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is
expected to occur.
(ii) Post-Employment benefits
(a) Defined contribution plans
The Company pays provident fund contributions to publicly administered provident funds as per local regulatory
authorities. The Company has no further obligations once the contributions have been paid. The contributions are
accounted for as defined contribution plans and the contributions are recognized as employee benefit expense when
they are due.
(b) Defined benefit plans
The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in
accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested
employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective
employee’s salary and the tenure of employment.
The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plans is the present value of
the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit
obligation is actuarially determined using the Projected Unit Credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government bonds that have a terms approximating to
the terms of the obligation
The net interest cost, calculated by applying the discount rate to the net balance of the defined benefit obligation and
the fair value of the plan assets, is recognized as employee benefit expenses in the statement of profit and loss.
Re-measurements gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognized in the other comprehensive income in the year in which they arise and are not subsequently reclassified to
Statement of Profit and Loss.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognized immediately in profit or loss as past service cost.
(iii) Termination benefits
Termination benefits are payable when employment is terminated by the Company before the normal retirement date
312ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
or when an employee accepts voluntary redundancy in exchang e for these benefits. In case of an offer made to
encourage voluntary redundancy, the termination benefits are measured based on the number of employees
expected to accept the offer.
(q) Taxes
Income tax expense comprises of current tax expense and the net change in the deferred tax asset or liability during
the year. Current and deferred tax are recognized in the Restated Statement of Profit and Loss (including other
comprehensive income/(loss)), except when they relate to items that are recognized in Other Comprehensive Income
(OCI) or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive
income or directly in equity, respectively.
i. Current tax
Current income tax for the current and prior periods are measured at the amount expected to be paid to the taxation
authorities based on the taxable income for that period. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted as at the date of Restated Statement of Assets and Liabilities.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable
tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept
an uncertain tax treatment. The Company shall reflect the effect of uncertainty for each uncertain tax treatment by
using either most likely method or expected value method, depending on which method predicts better resolution of
the treatment.
ii. Deferred tax
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the Restated
Financial Information and the corresponding tax bases used in the computation of taxable profit and are accounted for
using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary
differences, and 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.
Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognized in correlation to the underlying transaction
either in OCI or directly in equity.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Company intends to settle its current tax assets and liabilities on a net basis.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset
is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the reporting date.
(r) Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an
obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash
flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the
time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognized
in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted
to reflect the current best estimate.
A present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non -occurrence of one or more uncertain future events not wholly
313ADVANCE AGROLIFE LIMITED (FORMERLY KNOWN AS ADVANCE AGROLIFE PRIVATE
LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXTN BAGRU, JAIPUR, RAJASTHAN -303007
NOTES TO THE RESTATED FINANCIAL INFORMATION
within the control of the Company.
Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.
Contingent assets are not recognized in Restated Financial Information since this may result in the recognition of income
that may never be realized. However, when the realization of income is virtually certain, then the related asset is not
a contingent asset and is recognized.
(s) Segment Reporting
The Company identifies operating segments based on the internal reporting provided to the chief operating decision-
maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors that makes strategic decisions.
The Company operates in manufacturing and trading as a single business segment based on its products and has one
reportable segment, namely "Pesticides Products". Accordingly, separate disclosure for business segment is not
applicable. Based on the "Management Approach" as defined in Ind AS 108 "Operating Segment", the Company's
Chief Operating Decision Maker (CODM) is Board of Directors of the Company which regularly reviews the financial
performance of the Company as whole. The CODM monitors the operating results of its single business unit for the
purpose of making decisions about resource allocation and performance assessment.
The analysis of geographical segments is based on the areas in which customers of the company are located.
314ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
Note 3 STATEMENT OF ADJUSTMENTS TO RESTATED FINANCIAL INFORMATION
A. Material Restatement Adjustments:
These Restated Financial Information have been compiled from the Special Purpose Financial Statements and
(a)AsstatedinNoteNo.2,theRestatedFinancialInformationhasbeencompiledbythemanagementoftheCompanyfromtheSpecialPurposeindASFinancialStatementsoftheCompanyasat
andfortheyearendedMarch31,2024,March31,2023.TheStatutoryFinancialstatementsoftheCompanyuptotheFinancialyearended31March2024werepreparedandpresentedinaccordance
with the Indian GAAP and was audited by preceding auditor who has issued unmodified audit opinion.
(b) there were no material amounts which have been adjusted for in arriving at profit/ loss of the respective years; and
(c) there were no material 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 Special
Purpose Financial Statements and the requirements of the SEBI Regulations
I. Reconciliation between audited equity and restated equity
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Total equity (as per Indian GAAP) 768.02 516.49
(i) Adjustments due to change in accounting policy / material errors / other adjustments (0.11) -
(ii) Ind AS adjustments (15.27) (10.49)
Total equity (as per special purpose financial statements) 752.64 5 06.00
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total equity (as per special purpose financial statements) 1 ,008.73 752.64 5 06.00
(i) Audit qualifications - - -
(ii) Adjustments due to change in accounting policy / material errors / other adjustments - - -
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - -
Total Adjustments (i+ii+iii) - - -
Total Equity as per restated statement of assets and liabilities 1 ,008.73 752.64 5 06.00
II. Reconciliation between audited other Comprehensive income and restated other comprehensive income
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Profit after tax (as per Indian GAAP) 251.54 152.83
(i) Adjustments due to change in accounting policy / material errors / other adjustments (0.11) -
(ii) Ind AS adjustments (4.78) (3.85)
Total Comprehensive Income (as per special purpose financial statements) 246.64 1 48.98
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total Comprehensive Income (as per special purpose financial statements) 256.09 246.64 1 48.98
(i) Audit qualifications - - -
(i) Adjustments due to change in accounting policy / material errors / other adjustments - - -
(iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - -
Total Adjustments (i+ii+iii) - - -
Restated Total Comprehensive Income for the year 256.09 246.64 1 48.98
B. Non adjusting events
(a) Audit qualifications for the respective years, which do not require any adjustments in the restated financial information are as follows:
1) There are no audit qualification in the auditor's report on the Special Purpose Ind AS Financial Statements for the years ended March 31, 2024 and March 31, 2023.
2)OthermatterreportedinourauditreportofSpecialPurposeIndAsFinancialStatementforyearsendedonMarch31,2024,March31,2023doesnotrequireadjustmenttorestatedfinancial
information:
3) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.
Basedontheauditprocedureperformedthathavebeenconsideredreasonableandappropriateinthecircumstancesbyus,whichincludedtestchecks,theCompanyhasusedERP(Focus)asits
accountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilitywhichwasenabledthroughouttheyearforallrelevanttransactionsrecordedinthe
software,exceptthefieldsinwhichthedeletionsmadehavenotbeenrecordedbythesoftware.Further,duringthecourseofouraudit,wedidnotcomeacrossanyinstanceofaudittrailfeaturebeing
tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention for the previous financial year.
4)ThecomparativefinancialinformationoftheCompanyfortheyearended31March,2023includedintheseIndASfinancialstatements,arebasedonthepreviouslyissuedstatutoryfinancial
statementspreparedinaccordancewiththeCompanies(AccountingStandards)Rules,2006,auditedbythepredecessorauditorwhosereportfortheyearendedMarch31,2024andMarch31,2023
datedSeptember05,2024andSeptember02,2023respectivelyexpressedanunmodifiedopiniononthosefinancialstatements,whichhavebeenrestatedbytheCompanytocomplywithIndAS.
AdjustmentstothesaidcomparativefinancialinformationforthedifferencesinaccountingprinciplesadoptedbytheCompanyontransitiontotheIndAShavebeenauditedbyus.Ouropinionisnot
modified in respect of the above matter.
As at March 31, 2024
We have carried out re-audit of the Financial Statements for the limited purpose for complying with the requirement under the SEBI ICDR Regulations in respect of the financial statements being
audited by an audit firm not holding a valid peer review certificate .
As at March 31, 2023
Asourauditwasconductedforaspecificpurposeonadatesubsequenttothereportingdateinrespectoftheyearpertainingtothesespecialpurposefinancialstatements,wewereunabletocarry
outregularauditproceduresIncludingphysicalverificationofinventory,obtainingdirectconfirmationsofbalancesfromdebtors,creditorsandotherpartiesandcertainotherprocedures.However,we
have performed alternative procedures on these areas where we could not perform our regular audit procedures.
315b)Observations/ commentsincluded in the Annexureto theauditors' reportissued under Companies(Auditor's Report)Order, 2020 (Indian GAAP), which do not requireany
adjustments in the Restated Financial Information are as follows:
For the year ended March 31, 2025
Clause ii(b) of CARO, 2020 Order
TheCompanyhasbeensanctionedworkingcapitallimitsinexcessoffivecroresrupeesinaggregatefrombanksandfinancialinstitutionsduringtheyearonthebasisofsecurityofcurrentassetsof
theCompany.Basedontherecordsexaminedbyusinthenormalcourseofauditofthefinancialstatements,thequarterlyreturns/statementsfiledbytheCompanywithsuchbanksandfinancial
institutions are not in agreement with the audited/ unaudited books of accounts of the Company and the details are as follows:
Particulars Quarter ended As per Books As per Statement Reason for difference
(Rs. in Millions) (Rs. in Millions)
Stock Jun-24 616.37 600.04 Invoices entry data
correction
Stock Sep-24 553.70 587.84 Invoices entry data
correction
Stock Dec-24 572.77 501.78 Invoices entry data
correction
Stock Mar-25 877.96 853.43 Invoices entry data
correction
Debtors Mar-25 1 ,630.71 1 ,423.47 Issue of Debit Note etc.
Creditors of Goods Mar-25 1 ,563.22 1 ,298.50 Issue of Debit Noteby
suppliers in March and
Expense creditors
included in book figures
For the year ended March 31, 2024
Clause ii(b) of CARO, 2020 Order
TheCompanyhasbeensanctionedworkingcapitallimitsinexcessoffivecroresrupeesinaggregatefrombanksandfinancialinstitutionsduringtheyearonthebasisofsecurityofcurrentassetsof
theCompany.Basedontherecordsexaminedbyusinthenormalcourseofauditofthefinancialstatements,thequarterlyreturns/statementsfiledbytheCompanywithsuchbanksandfinancial
institutions are not in agreement with the audited/ unaudited books of accounts of the Company and the details are as follows:
Particulars Quarter ended As per Books As per Statement Reason for difference
(Rs. in Millions) (Rs. in Millions)
Stock Jun-23 494.58 490.64 Invoices entry data
correction
Stock Sep-23 520.21 422.11 Invoices entry data
correction
Stock Dec-23 498.57 406.89 Invoices entry data
correction
Stock Mar-24 488.98 418.90 Invoices entry data
correction
Debtors Mar-24 1 ,121.14 1 ,065.28 Issue of Debit Note etc.
Creditors of Goods Mar-24 903.82 769.52 Issue of Debit Noteby
suppliers in March and
Expense creditors
included in book figures
Clause vii(b) of CARO, 2020 Order
The statutory dues have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned
Name of the statute Nature of the disputed Amount Year to which the amount Forum where dispute
dues (in Millions) relates is pending
CGST Act Tran -1 0.265 2017-18 GST Appellate Authority
Clause xx(a) of CARO, 2020 Order
In respect of other than on-going projects, the company has not transferred unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the
financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act;
(₹ in millions unless otherwise stated)
Financial year Amount unspent on CSR Amount transferred to Amount transferred
activities other than On- Fund specified in after the due date
going Projects Schedule VII within 6 (specify the date of
months from the end of deposit)
the FY
2020-21 1.78 - -
2021-22 1.77 - -
2022-23 2.31 - -
2023-24 1.16
For the year ended March 31, 2023
Clause xx(a) of CARO, 2020 Order
In respect of other than on-going projects, the company has not transferred unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the
financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act;
(₹ in millions unless otherwise stated)
Financial year Amount unspent on CSR Amount transferred to Amount transferred
activities other than On- Fund specified in after the due date
going Projects Schedule VII within 6 (specify the date of
months from the end of deposit)
the FY
2020-21 1.78 - -
2021-22 1.77 - -
2022-23 2.31 - -
316ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note: 4 Property, Plant and Equipment and Capital Work-In Progress
(₹ in millions unless otherwise stated)
Particulars Land Building Plant and Machinery Furniture and Fixtures Computers Motor Vehicles Office Electric Total Capital Work-in Right-of-Use
Equipments Equipments Installation and Progress Assets
Equipments
Gross Block as at April 01, 2022 4 4.71 17.14 170.80 3.46 0 .25 2 4.22 - - 2 60.58 - 1 .67
Additions / Transfer 1 3.84 12.09 51.03 - 0 .10 3 .47 - - 8 0.52 1 .49 -
Disposals / Adjustments - - - - - - - - - - -
As at March 31, 2023 5 8.55 29.23 221.83 3.46 0 .35 2 7.69 - - 3 41.10 1 .49 1 .67
Additions / Transfer 3 3.35 - 159.51 1.15 0 .70 1 4.43 0 .43 - 2 09.56 9 2.85 -
Disposals / Adjustments - - - - - (1.40) - - (1.40) - -
As at March 31, 2024 9 1.90 29.23 381.36 4.62 1 .06 4 0.71 0 .43 - 5 49.26 9 4.34 1 .67
Additions / Transfer 2 3.54 94.67 194.13 1.62 2 .01 3 .00 1 .13 - 3 20.10 1 17.25 1 2.71
Disposals / Adjustments - - - - - - - - - 1 06.08 -
As at March 31, 2025 1 15.44 123.89 575.48 6.24 3 .07 4 3.72 1 .55 - 8 69.36 1 05.50 1 4.38
Accumulated Depreciation as at April 01, 2022 - 3.53 69.73 2.08 0 .17 1 5.13 - - 9 0.63 - 0 .37
Depreciation charge during the year - 0.72 19.53 0.36 0 .06 3 .57 - - 2 4.23 - 0 .37
Accumulated depreciation on deletions - - - - - - - - - - -
As at April 1, 2023 - 4.25 89.26 2.44 0 .23 1 8.70 - - 1 14.87 - 0 .74
Depreciation charge during the year - 1.77 25.56 0.29 0 .41 5 .15 0 .29 - 3 3.47 - 0 .37
Accumulated depreciation on deletions - - - - - 0 .62 - - 0 .62 - -
As at March 31, 2024 - 6.02 114.82 2.73 0 .64 2 4.47 0 .29 - 1 47.72 - 1 .11
Depreciation charge during the year - 1.82 64.30 0.65 1 .14 5 .89 0 .63 - 7 4.43 - 1 .66
Accumulated depreciation on deletions - - - - - - - - - - -
As at March 31, 2025 - 7.83 179.12 3.38 1 .77 3 0.37 0 .92 - 2 22.15 - 2 .77
Net carrying amount as at March 31, 2025 1 15.44 116.06 396.36 2.86 1 .30 1 3.35 0 .63 - 6 47.21 1 05.50 1 1.61
Net carrying amount as at March 31, 2024 9 1.90 23.21 266.54 1.89 0 .42 1 6.24 0 .13 - 4 01.55 9 4.34 0 .56
Net carrying amount as at March 31, 2023 5 8.55 24.98 132.57 1.02 0 .13 8 .99 - - 2 26.24 1 .49 0 .93
There are no immovable properties whose title deeds are not held in the name of the company as at March 31, 2025 , March 31, 2024 and March 31, 2023.
317Capital Work-in-Progress (CWIP) Ageing schedule:
As on March 31, 2025 (₹ in millions unless otherwise stated)
Particulars Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3
year years
Project in Progress
Building Under Construction 5 9.24 3 4.01 1 .49 - 9 4.74
Technical Plant (48.07) 5 8.84 - - 1 0.76
Total 11.17 92.85 1.49 - 105.50
*Technical Plant WIP Deletion during the year
As on March 31, 2024 (₹ in millions unless otherwise stated)
Particulars Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3
year years
Project in Progress
Building Under Construction 3 4.01 1 .49 - - 3 5.50
Technical Plant 5 8.84 - - - 5 8.84
Total 92.85 1.49 - - 94.34
As on March 31, 2023 (₹ in millions unless otherwise stated)
Particulars Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3
year years
Project in Progress
Building Under Construction 1 .49 - - - 1 .49
Technical Plant - - - - -
Total 1.49 - - - 1.49
Note: There are no projects for which completion is overdue compared to original plan and no costs exceeding budgeted cost.
318ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note: 4a Intangible Assets
(₹ in millions unless otherwise stated)
Description of Assets Software Intangible assets under
development
I. Gross Block
Balance as at April 1, 2022 - -
Additions - -
Deletions - -
Balance as at March 31, 2023 - -
Additions - -
Deletions - -
Balance as at March 31, 2024 - -
Additions 0.08 4 .51
Deletions - -
Balance as at March 31, 2025 0.08 4 .51
-
II. Accumulated amortisation -
Balance as at April 1, 2022 - -
Amortisation for the year - -
Deletions - -
Balance as at March 31, 2023 - -
Amortisation for the year - -
Deletions - -
Balance as at March 31, 2024 - -
Amortisation for the year 0.03 -
Deletions - -
Balance as at March 31, 2025 0.03 -
Carrying amount ( I - II )
Balance as at March 31, 2025 0.04 4 .51
Balance as at March 31, 2024 - -
Balance as on March 31, 2023 - -
Note :
Intangible Assets consists of SAP Software under development
319ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note:5 Non-Current Financial Assets - Others
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Bank Deposit*
- deposits with maturity more than 12 months 2.05 6.84 1.70
Security Deposits 4.43 2.84 2.73
Lease Deposit 0.17 - -
Total 6.65 9 .68 4 .43
* These balances with bank held as margin money against guarantees.
Note:6 Deferred Tax Assets/(Liabilities) (Net)
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Deferred Tax Assets/(Liabilities) arising on account of
Depreciation charged on Property, Plant & Equipment and Other Intangible Assets ( 1.77) (2.01) (0.93)
Right-of-use Assets ( 2.93) (0.10) (0.19)
Disallowance under section 43B of Income Tax Act, 1961 6 .56 5.21 1.76
Lease Liability 3 .05 0.15 0.25
Allowances for Credit Losses 1 .09 1.51 0.87
Other liabilities 1 .61 0.94 0.71
Total 7 .62 5 .73 2 .49
Movement in Deferred Tax Assets/(Liabilities) (₹ in millions unless otherwise stated)
Particulars Depreciation charged Right-of-use Assets Disallowance under Lease Liability Allowances for Credit Other liabilities Total
on PPE and Other section 43B of Income Losses
Intangible Assets Tax Act, 1961
As at April 1, 2022 (0.94) (0.28) 0.85 0.33 0 .52 0.80 1.27
Charged/ (Credited):
To Profit or (Loss) 0.01 0.09 1.01 (0.08) 0 .35 (0.09) 1.29
To Other Comprehensive Income - - (0.10) - - - (0.10)
As at March 31, 2023 (0.93) (0.19) 1.76 0.25 0 .87 0.71 2.49
Charged/ (Credited):
To Profit or Loss (1.08) 0.09 3.22 (0.10) 0 .64 0.23 3.01
To Other Comprehensive Income - - 0.23 - - - 0.23
As at March 31, 2024 (2.01) (0.10) 5.21 0.15 1 .51 0.94 5.73
Charged/ (Credited):
To Profit or Loss 0.24 (2.83) 1.26 2.90 ( 0.43) 0.67 1.81
To Other Comprehensive Income - - 0.10 - - - 0.10
As at March 31, 2025 (1.77) (2.93) 6.56 3.05 1 .09 1.61 7.62
Note:7 Other Non Current Assets
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured, considered good
Capital Advances 7 .00 6.20 -
Total 7 .00 6.20 -
Note:8 Inventories
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Raw Material 728.77 326.71 234.62
Work In Progress 63.22 55.94 7.95
Finished Goods 84.10 106.33 145.57
Total 8 76.08 4 88.98 3 88.14
Inventories are valued at lower of cost or net realisable value on FIFO basis which is in accordance with Ind AS-2.
Note:9 Current Financial Assets - Trade Receivables
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
- Secured, considered good - -
- Unsecured, considered good* 1,630.71 1 ,431.52 1 ,044.83
- Trade Receivable which having significant increase in credit risk 4.32 6.01 3.46
- Trade Receivable - Credit impaired - - -
1,635.03 1 ,437.54 1 ,048.29
Allowances for credit losses* 4.32 6.01 3.46
Total 1 ,630.71 1 ,431.52 1 ,044.83
The company assesses the collectability of trade receivables on an on-going basis. The company has evaluated its trade receivables and determined that there are no indicators of impairment. This assessment is based on the historical
payment behaviour of customers and forward looking information about the dues of customers.
*The Company has availed a working capital facility of ₹2 Crores from Equentia Financial Services Limited (NBFC). The disbursement of this facility was made by Equentia on behalf of Ulink Agritech Private Limited. This arrangement is
backed by a tripartite agreement among Advance Agro, Equentia Financial Services Limited, and Ulink Agritech Private Limited. As per the terms of the agreement, in the event that Ulink Agritech Private Limited fails to make the repayment
to Equentia, Advance Agro shall be liable to discharge the said obligation.
320Trade Receivables Ageing Schedule as on March 31, 2025 is as follows :
(₹ in millions unless otherwise stated)
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 months 6 Months-1 Year 1-2 Years 2-3 Years More than 3 Years Total
1) Undisputed Trade receivables – considered - 1 ,461.28 5 2.54 5 4.49 29.21 33.20 1 ,630.71
g 2o)o Udn disputed Trade Receivables – which - 0.73 0.26 0.83 0 .75 1.75 4.32
have significant increase on credit.
3) Undisputed Trade receivables – credit - - - - - - -
i m4)p Daiisrepdu ted Trade Receivables- considered - - - - - - -
g 5o)o Ddi sputed Trade Receivables -which have - - - - - - -
significant increase on credit.
6) Disputed Trade Receivables – credit - - - - - - -
impaired
Trade Receivables Ageing Schedule as on March 31, 2024 is as follows :
(₹ in millions unless otherwise stated)
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 months 6 Months-1 Year 1-2 Years 2-3 Years More than 3 Years Total
1) Undisputed Trade receivables – considered - 8 62.17 4 28.94 9 2.02 19.42 28.98 1 ,431.52
g 2o)o Udn disputed Trade Receivables – which - 0.43 2.16 1.40 0 .50 1.53 6.01
have significant increase on credit.
3) Undisputed Trade receivables – credit - - - - - - -
i m4)p Daiisrepdu ted Trade Receivables- considered - - - - - - -
g 5o)o Ddi sputed Trade Receivables -which have - - - - - - -
significant increase on credit.
6) Disputed Trade Receivables – credit - - - - - - -
impaired
Trade Receivables Ageing Schedule as on March 31, 2023 is as follows :
(₹ in millions unless otherwise stated)
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 months 6 Months-1 Year 1-2 Years 2-3 Years More than 3 Years Total
1) Undisputed Trade receivables – considered - 752.10 227.13 2 9.48 15.15 2 0.97 1 ,044.83
g 2o)o Udn disputed Trade Receivables – which - 0 .38 1 .14 0 .45 0.39 1 .10 3.46
have significant increase on credit.
3) Undisputed Trade receivables – credit - - - - - - -
i m4)p Daiisrepdu ted Trade Receivables- considered - - - - - - -
g 5o)o Ddi sputed Trade Receivables -which have - - - - - - -
significant increase on credit.
6) Disputed Trade Receivables – credit - - - - - - -
impaired
Note:10 Current Financial Assets - Cash and Cash Equivalents
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Balances with Bank
- in current accounts 0 .01 4.03 0.71
0 .01 4.03 0.71
Cash on Hand 5.76 0.55 0.02
Total 5.77 4 .58 0 .73
Note:11 Current Financial Assets - Other Bank Balances
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Bank Deposits with maturity period of less than 3 months 1.68 - -
Bank Deposits with maturity period of more than 3 months but less than 12 months*: 11.70 4.65 -
Total 13.38 4 .65 -
* These balances with bank held as margin money against guarantees.
Note:12 Current Financial Assets - Others
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Accrued Interest 1 .46 0.75 0 .63
Lease Deposit 0 .07 0 .06 0.06
Total 1.52 0 .81 0 .69
Note:13 Other Current Assets
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Balance with Government Authorities 154.09 8 1.38 6 9.88
Advances to Vendor 24.68 64.62 53.78
CSR Excess Paid 2 .58 - -
Advance to employees 0 .48 0.48 0.48
Prepaid Expenses 15.29 0.50 0.58
Total 197.12 1 46.98 1 24.72
321ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note: 14 Share Capital
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Authorised Capital
7,50,00,000 (March 31, 2025: 7,50,00,000, March 31, 2024: 45,00,000, March 31, 2023: 45,00,000) Ordinary Equity Shares of Rs.10/- each 750.00 45.00 45.00
7 50.00 4 5.00 4 5.00
Issued, Subscribed and Paid up Capital
4,50,00,000 (March 31, 2025: 4,50,00,000, March 31, 2024: 45,00,000, March 31, 2023: 45,00,000) Ordinary Equity Shares of Rs.10/- each 450.00 45.00 45.00
Total 450.00 45.00 45.00
a) Terms / rights attached to equity shares
The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting. In the event of liquidation, the equity share holders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their share holding.
b) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period
Equity shares:
Particulars As aMt (cid:10)arch 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of shares Amount Number of Amount Number of Amount
(Rs. in Millions) Shares (Rs. in Millions) Shares (Rs. in Millions)
Balance as at the Beginning of the year 45,00,000 45.00 45,00,000 45.00 45,00,000 45.00
Add: Shares allotted as bonus shares* 4 ,05,00,000.00 405.00 - - - -
Balance as at the end of the year 4 ,50,00,000 450.00 45,00,000 45.00 45,00,000 45.00
* On February 20, 2025, the Company has issued 4,05,00,000 Equity shares of ₹10 each as a bonus in the ratio of 9:1 to the existing equity shareholders, which has been approved by the Shareholders resolution at the Extra Ordinary General Meeting held on February
13, 2025.
c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:
Equity shares
Shares held by As aMt (cid:10)arch 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of Shares % of shares held Number of % of shares Number of % of shares
Shares held Shares held
Mr. Om Prakash Choudhary 2 ,43,76,380 54.17% 2 4,37,638 54.17% 2 4,37,638 54.17%
Mr. Kedar Choudhary 1 ,62,23,220 36.05% 1 6,22,322 36.05% 1 6,22,322 36.05%
4 ,05,99,600 90.22% 4 0,59,960 90.22% 4 0,59,960 90.22%
d) Details of shares held by promoters:
Shares held by As aMt (cid:10)arch 31, 2025 As at March 31, 2024 As at March 31, 2023
Number of % of shares held % changed during the Number of shares % of shares held % changed Number of % of shares % changed
shares year during the year shares held during the year
Mr. Om Prakash Choudhary 2 ,43,76,380 54.17% 900% 2 4,37,638 54.17% - 2 4,37,638 54.17% -
Mr. Kedar Choudhary 1 ,62,23,220 36.05% 900% 1 6,22,322 36.05% - 1 6,22,322 36.05% -
4,05,99,600 90.22% 1800% 40,59,960 90.22% - 40,59,960 90.22% -
As per the records of the Company, including its register of the members and other declarations received from the shareholder regarding beneficial interest, the above shareholding represent both legal and beneficial ownerships of shares.
322ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note: 15 Other Equity
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Retained Earnings 558.73 707.64 461.00
Total 558.73 707.64 461.00
(i) Retained Earnings:
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Balance as at the beginning of the year 707.64 461.00 312.02
Add: Profit for the year 256.38 247.32 148.68
Less: Issue of Bonus Shares (405.00)
Items of Other Comprehensive Income
Re-measurement gains/ (losses) on defined benefit obligations (net of tax) (0.29) (0.68) 0.30
Balance as at the end of the year 558.73 707.64 461.00
ii) Nature/ Purpose of each reserve
Retained Earnings: Retained earnings represents the undistributed profit/ amount of accumulated earnings of the company
Note: 16 Non-Current Financial Liabilities - Borrowings
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Secured Term Loans*
Rupee Term Loans from Banks (Refer Note (a) below) 1 54.44 1 78.69 7 5.22
Less: Current maturities of long term debt (Refer Note 19) 6 .55 3 9.50 1 6.24
Total 1 47.88 1 39.19 5 8.98
Un-Secured Loan
Loan from related parties (Refer Note 43) - - 0 .32
Total Non-Current Borrowings 1 47.88 1 39.19 5 9.30
(a) Nature of security and terms of repayment for Secured Borrowings :
Nature of Security Terms of Repayment
Rupee Term Loan 1 from Punjab National Bank amounting to Rs. Nil secured by the property situated at Industrial Land & Building at Khasra No 712/1, Repayable in 78 monthly instalments, Effective Rate of interest ranging from
Dahmi Khurd, Bagru RIICO Ext., Jaipur (Rajasthan) and hypothecation of Plant & Machinery. (March 31, 2024: Rs 0.11 million, March 31, 2023 : Rs. 9.25% to 9.75% p.a.
2.44 million)
Rupee Term Loan 2 from Punjab National Bank amounting to Rs. Nil secured by hypothecation of Plant & Machinery financed by bank. ( March 31, Repayable in 36-60 monthly instalments, Effective Rate of interest ranging
2024: Rs. 3.85 million, March 31, 2023 : Rs. 7.85 million) from 9.25% to 9.75% p.a.
Rupee Term Loan 3 from Punjab National Bank amounting to Rs. 61.04 million secured by hypothecation of Plant & Machinery financed by bank. Repayable in 78 monthly instalments, Effective Rate of interest ranging from
(March 31, 2024 : Rs 73.15 million, March 31, 2023 : 38.96 million) 9.25% to 9.75% p.a.
Rupee Term Loan 4 from Punjab National Bank amounting to Rs. 66.24 million secured by hypothecation of Plant & Machinery financed by bank. Repayable in 78 monthly instalments, Effective Rate of interest ranging from
(March 31, 2024 : Rs 79.30 million, March 31, 2023 : Rs. Nil) 9.25% to 9.75% p.a.
Rupee Term Loan 5 from Punjab National Bank amounting to Rs. 15.62 million secured by hypothecation of Plant & Machinery financed by bank. Repayable in 60 monthly instalments, Effective Rate of interest ranging from
(March 31, 2024 : Rs Nil, March 31, 2023 : Rs. Nil) 11.00% to 11.30% p.a.
Rupee Working Capital Term Loan from Punjab National Bank Repayable in 36 monthly instalments, Effective Rate of interest ranging from
Guaranteed Emergency credit Line (GECL) 1.0 amounting to Rs. Nil and GECL 1.0 Ext amounting to Rs. 6.24 million (March 31, 2024 : GECL 1.0 : Rs 9.25% to 9.75% p.a.
3.32 million and GECL 1.0 Ext :Rs 9.81 million March 31, 2023 : GECL 1.0 Rs. 11.32 million and GECL 1.0 Ext Rs. 10.70 million). Details of security are
as under-
a) Primary Security
Pari passu charge by way of hypothecation of the company's entire stock of raw materials, semi finished and finished goods, consumable store spare
including book debts, bill whether documentary or clean, export bill with shipping documents, outstanding monies, receivables and other current assets,
both present and future.
b) Collateral Security:
i) First pari-passu charge on Industrial Land & Building located at Khasra No 712/1, Dahmi Khurd, Bagru RIICo Ext., Jaipur, standing in the name of
company.
ii) First pari-passu charge on Industrial Land & Building located at Plot No E-39, RIICO Industrial Area (Ext.) Main 100ft wide road, Bagru, Jaipur,
standing in the name of company.
iii) First pari-passu charge on property located at Flat No 105, 1st Floor, Tower No 3, Royal Greens, Sirsi Road, Jaipur, standing in the name of Director.
iv) First pari-passu charge on Industrial Land & Building located at G-49, RIICO Industrial Area, Bagru Extn. Village-Bagru Kalan, The-Sanganer, Jaipur,
standing in the name of company.
v) First pari-passu charge on Industrial Land & Building located at Khasra No 713/4, Dahmi Khurd, Post-Dahmi Kalan, Tehsil-Sanganer, Jaipur, standing
in the name of company.
vi) First pari-passu charge on Industrial Land & Building located at Khasra No 2408/1654, 2409/1654, Village-Gidhani, Tehsil-Mozmabad, Jaipur,
standing in the name of company.
Rupee Vehicle Loan from Punjab National Bank amounting to Rs. 5.30 million secured by the vehicles purchased from the loan proceedings (March 31, Repayable in 36 monthly instalments, Effective Rate of interest ranging from
2024: 9.16 million, March 31, 2023 : Rs. 3.95 million) 9.25% to 9.75% p.a.
323Note: 17 Non-Current Financial Liabilities - Lease Liabilities
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Lease Liabilities 2 .27 0 .25 0 .70
Total 2 .27 0 .25 0 .70
Note: 18 Non-Current Provisions
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Provision for Employee Benefits: (Refer Note 36)
Provision for Gratuity 6 .28 4 .80 3 .23
Total 6 .28 4 .80 3 .23
Note: 19 Current Financial Liabilities - Borrowings
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Secured Loans (Repayable on demand)
Working Capital Loans from Banks (Refer Note (a) below) 6 38.01 2 75.16 1 76.26
Current maturities of Long-Term Debts (Rupee Term Loan from Banks) (Refer Note 16) 6 .55 3 9.50 1 6.24
Total 6 44.56 3 14.66 1 92.50
Notes :
(a) Nature of security and details of working capital facilities from banks :
1) Borrowing facility from Punjab National Bank
Cash credit facility sanctioned Rs. 700.00 million, Packing Credit facility (PC) Rs. 50.00 million, Foreign Usage Bill Purchase facility (FOBP) Rs. 50.00 million and non-fund based limit of Rs. 210.00 million (March 31, 2024: Cash
credit facility sanctioned Rs. 300.00 million, Packing Credit facility (PC) Rs. 50.00 million, Foreign Usage Bill Purchase facility (FOBP) Rs. 50.00 million and non-fund based limit of Rs. 80.00 million, March 31, 2023 : Cash credit
facility sanctioned Rs. 300.00 million, Packing Credit facility (PC) Rs. 50.00 million, FOBP facility (FOBP) Rs. 50.00 million and non-fund based limit of Rs. 80.00 million). The fund-based amounts utilised are Rs 298.35 million
(March 31, 2024 Rs. 275.16 million March 31, 2023 : Rs. 176.26 million). Details of security are as under :
a) Primary Security:
Pari passu charge by way of hypothecation of the company's entire stock of raw materials, semi finished and finished goods, consumable store spare including book debts, bill whether documentary or clean, export bill with shipping
documents, outstanding monies, receivables and other current assets, both present and future.
b) Collateral Security:
i) First pari-passu charge on Industrial Land & Building located at Khasra No 712/1, Dahmi Khurd, Bagru RIICo Ext., Jaipur, standing in the name of company.
ii) First pari-passu charge on Industrial Land & Building located at Plot No E-39, RIICO Industrial Area (Ext.) Main 100ft wide road, Bagru, Jaipur, standing in the name of company.
iii) First pari-passu charge on property located at Flat No 105, 1st Floor, Tower No 3, Royal Greens, Sirsi Road, Jaipur, standing in the name of Director.
iv) First pari-passu charge on Industrial Land & Building located at G-49, RIICO Industrial Area, Bagru Extn. Village-Bagru Kalan, The-Sanganer, Jaipur, standing in the name of company.
v) First pari-passu charge on Industrial Land & Building located at Khasra No 713/4, Dahmi Khurd, Post-Dahmi Kalan, Tehsil-Sanganer, Jaipur, standing in the name of company.
vi) First pari-passu charge on Industrial Land & Building located at Khasra No 2408/1654, 2409/1654, Village-Gidhani, Tehsil-Mozmabad, Jaipur, standing in the name of company.
c) Personal Guarantee of Mr. Om Prakash Choudhary and Mr. Kedar Choudhary, Directors of the company.
Note: 20 Current Financial Liabilities - Lease Liabilities
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Lease Liabilities 9 .81 0 .45 0 .39
Total 9 .81 0 .45 0 .39
Note: 21 Current Financial Liabilities - Trade Payables
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payable
Total outstanding dues of micro enterprises and small enterprises 51.89 2 67.13 1 46.81
Total outstanding dues of creditors other than micro enterprises and small enterprises 1,535.71 1 ,003.44 7 88.53
Total 1 ,587.60 1 ,270.57 9 35.34
Trade Payables Ageing Schedule as on March 31, 2025 is as follows :
(₹ in millions unless otherwise stated)
Particulars Not due Outstanding for following periods from the date of the transaction
Less Than 1 Year 1-2 Years 2-3 Years More Than 3 Years Total
Total outstanding dues of micro enterprises and small 13.47 3 8.41 - - - 5 1.89
enterprises
Total outstanding dues of creditors other than micro - 1 ,512.73 8 .01 2 .29 1 2.68 1 ,535.71
enterprises and small enterprises
Disputed Dues- MSME - - - - - -
Disputed Dues- Others - - - - - -
Trade Payables Ageing Schedule as on March 31, 2024 is as follows :
(₹ in millions unless otherwise stated)
Particulars Not due Outstanding for following periods from the date of the transaction
Less Than 1 Year 1-2 Years 2-3 Years More Than 3 Years Total
Total outstanding dues of micro enterprises and small 10.66 2 52.82 0 .95 0 .43 2 .27 2 67.13
e Tnotetarlp oriustessta nding dues of creditors other than micro - 8 81.53 1 00.00 4 .45 1 7.46 1 ,003.44
enterprises and small enterprises
Disputed Dues- MSME - - - - - -
Disputed Dues- Others - - - - - -
324Trade Payables Ageing Schedule as on March 31, 2023 is as follows :
(₹ in millions unless otherwise stated)
Particulars Not due Outstanding for following periods from the date of the transaction
Less Than 1 year 1-2 years 2-3 years More than 3 years Total
Total outstanding dues of micro enterprises and small 7.46 1 35.46 1 .13 0 .32 2 .43 1 46.81
e Tnotetarlp oriustessta nding dues of creditors other than micro - 6 55.33 1 13.93 1 .32 1 7.95 7 88.53
enterprises and small enterprises
Disputed Dues- MSME - - - - - -
Disputed Dues- Others - - - - - -
Note: Disclosure is for MSME
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
(a) Theprincipalamountandtheinterestduethereon(tobeshownseparately)remainingunpaidtoanysupplierasattheendofeachaccounting
period;
- Principal 5 1.89 2 67.13 1 46.81
- Interest due thereon 13.47 10.66 7.46
(b)Theamountofinterestpaidbythebuyerintermsofsection16oftheMicro,SmallandMediumEnterprisesDevelopmentAct,2006,alongwiththe
amount of the payment made to the supplier beyond the appointed day during each accounting year;
- Principal - - -
- Interest - - -
(c)Theamountofinterestdueandpayablefortheperiodofdelayinmakingpayment(whichhavebeenpaidbutbeyondtheappointeddayduringthe
year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006; - - -
(d) The amount of interest accrued and remaining unpaid at the end of each accounting year; 2 .82 3 .19 4 .00
(e) Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,untilsuchdatewhentheinterestduesasaboveare
actuallypaidtothesmallenterprise,forthepurposeofdisallowanceasadeductibleexpenditureundersection23oftheMicro,SmallandMedium 13.47 10.66 7.46
Enterprises Development Act, 2006.
Note: The above information regarding micro and small enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
Note: 22 Current Financial Liabilities - Others
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Employee Benefit Expense Payable 1 .84 5 .24 5 .49
Expenses Payable 6 .33 9 .87 7 .15
Security Deposits 2 .10 1 .82 2 .18
Total 1 0.26 1 6.93 1 4.81
Note: 23 Other Current Liabilities
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Statutory Dues Payable 3.80 4.46 3.85
Advance from Customers - 2 1.24 2 7.30
Total 3 .80 2 5.71 3 1.15
Note: 24 Current Provisions:
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Provision for Gratuity 0 .56 0 .39 0 .26
Other Provisions 1 .30 - -
Total 1 .86 0 .39 0 .26
Note: 25 Current Tax Liabilities (Net):
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current Tax Payable (Net of Tax) pertaining to current year 9 1.67 6 9.99 5 1.01
Total 9 1.67 6 9.99 5 1.01
The gross movement in the Income Tax Liability for the period ended March 31, 2025, year ended March 31, 2024 and March 31, 2023 are as follows:
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Net current income tax liability at the beginning 6 9.99 5 1.01 3 4.43
Add : Current income tax expense 9 7.43 8 8.57 5 3.82
Less: Prior period tax - 0 .02 -
Less: Income tax paid (net of refund, if any) 7 5.75 6 9.58 3 7.24
Net current income tax liability at the end 91.67 69.99 51.01
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2025, March 31, 2024 and March 31, 2023:
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Accounting profit before tax from continuing operations 3 52.00 3 32.90 2 01.21
Income tax rate 25.168% 25.168% 25.168%
Computed expected tax expense 8 8.59 8 3.78 5 0.64
Adjustments of tax effect of allowable and non-allowable income and expenses:
Difference Between Book Depreciation And Tax Depreciation 0 .65 (1.05) 0.01
Disallowance under section 36, 37, 40, 43B of Income Tax Act, 1961 8 .61 4.87 2.80
Fair value measurement expenses / (income) - Ind AS (0.43) 0.64 0.36
Other items 0.02
Tax as per normal provisions 97.43 88.27 53.81
Provision for Interest on Income Tax and Adjustments for Current Tax of Prior Periods 0.30 0.01
Earlier Year Tax - 0.02 -
Deferred Tax Expenses for the year (1.81) (3.01) (1.29)
Income Tax Expense 95.62 85.58 52.53
325ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
NOTE 26: REVENUE FROM OPERATIONS
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Sale of Products
- Domestic Sales 4,921.12 4,301.95 3,634.28
- Export Sales 98.07 251.42 336.34
Other Operating Revenue
Export incentives 3.42 5.62 7.44
Total 5,022.60 4,558.99 3,978.06
Note - Dislosure under Ind AS 115 - Revenue from contracts with customers
TheCompanyinengagedinmanufacturingofAgro-chemicalproducts,thewholeofrevenueisthroughsaleofsuchAgro-chemicalproducts.Thereisno
impact on the Company’s revenue on applying Ind AS 115 from the contract with customers.
The following table presents the disaggregated revenue from contracts with customers:
Revenue by product lines and others:
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Sale of Products 5,019.18 4,553.38 3,970.62
- - -
Total 5,019.18 4,553.38 3,970.62
Sales by performance obligations
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue by time of recognition
At a point in time 5,022.60 4,558.99 3,978.06
Over the period of time - - -
Total 5,022.60 4,558.99 3,978.06
Revenue by geographical market
Domestic (within India) 4,921.12 4,301.95 3,634.28
Foreign (Outside India) 98.07 251.42 336.34
Total 5,019.18 4,553.38 3,970.62
Reconciliation of revenue from contract with customer
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from contract with customer as per the contract price 5,245.80 4,736.51 4,144.86
Adjustments made to contract price on account of :-
a) Discounts / Rebates / Incentives (119.88) (57.88) (53.27)
b) Sales Returns /Credits / Reversals (106.74) (125.38) (120.96)
Net Revenue from contract with customer 5,019.18 4,553.25 3,970.62
Contract balances:
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Trade Receivables* 1,630.71 1,431.52 1,044.83
Contract Liabilites (Advances from Customers)** - 21.24 27.30
*The receivable is net of provision for expected credit losses as recognised in accordance with the provisions of Ind AS 109
**Advance collections are recognised when payment is received before the related performance obligation is satisfied. This includes advances received
from the customer towards sale of goods. Revenue is recognised once the performance obligation is met i.e. upon transfer of control of promised goods to
customers.
326NOTE 27: OTHER INCOME (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Income From Job Work - 0.09 -
Income from Manpower Supply - 9.80 -
Interest income
- on Bank Deposit 0.94 0.57 0.15
- on Others 0.01 0.01 0.11
Foreign Exchange Gain (net) 2.10 1.29 1.40
Profit on Sale of Property Plant and equipments - 0.12 -
Insurance claim received 1.22
Balance written back 1.42 - -
Miscellaneous Income - 0.00 -
Reversal of Allowance for Credit Loss 1.69
Total 6.16 13.10 1.66
NOTE 28: COST OF MATERIALS CONSUMED (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Cost of Raw Material Consumed:
Opening Stock 326.71 234.62 199.24
Add: Purchases (Net of Discount) 4,208.36 3,708.20 3,345.93
Less: Closing Stock 728.77 326.71 234.62
Total 3,806.30 3,616.11 3,310.55
NOTE 29: CHANGE IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Inventories at the end of the year
Work in Progress 63.22 55.94 7.95
Finished Goods 84.10 106.33 145.57
147.31 162.27 153.52
Inventories at the beginning of the year
Work in Progress 55.94 7.95 10.10
Finished Goods 106.33 145.57 86.20
162.27 153.52 96.31
Total 14.95 (8.74) (57.21)
NOTE 30: MANUFACTURING AND OPERATING EXPENSES (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Consumables & Store Expenses 40.34 8.66 20.85
Freight Expenses & Installation Expenses 67.13 37.15 51.54
Fuel & Electricity Expenses 69.64 52.08 38.35
Job Work Expenses 0.38 4.27 7.81
Labour and Loading/Unloading Charges 102.38 77.95 68.91
Other Professional Expenses 0.57 0.98 0.11
Repairs and Maintenance Expense 30.45 23.49 20.81
Research & Development Expenses 3.70 4.08 4.07
Shortage of Material 0.01 0.32 0.01
Water Expenses 3.69 2.14 0.81
Total 318.28 211.12 213.27
NOTE 31: EMPLOYEE BENEFITS EXPENSE (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Salaries, Wages and Bonus 104.22 86.85 62.65
Contribution to Provident and other funds (Refer note 36) 3.75 3.28 1.97
Staff welfare expenses 3.84 3.14 1.48
Gratuity Expenses (Refer note 36) 1.26 0.78 0.70
Total 113.07 94.05 66.80
327NOTE 32: FINANCE COSTS (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense -
- Banks 48.53 29.75 21.17
- Lease Liability 0.64 0.09 0.12
- On delayed payments 2.82 3.19 4.00
Other Borrowing Costs -
- Bank Charges 2.34 2.34 1.13
- Bank Guarantee Charges -
Total 54.33 35.36 26.42
NOTE 33: DEPRECIATION AND AMORTISATION (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on tangible property, plant and equipment (Refer Note 4) 74.43 33.47 24.23
Depreciation on Right-of- use assets (Refer Note 4) 1.66 0.37 0.37
Amortisation of Intangible Assets (Refer Note 4a) 0.03 - -
Total 76.12 33.85 24.59
NOTE 34 : OTHER EXPENSES (₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Freight Outward Expenses 112.27 111.47 98.47
Discount Given (Net) 64.27 47.91 24.52
Commission & Brokerage 3.66 11.54 7.53
Advertisement and sales promotion 14.51 8.73 11.54
Insurance Expenses 3.10 2.47 2.10
Compensation Expenses 0.01 6.28 -
Donation - 0.17 1.09
Legal and Professional Fees 19.90 5.98 8.66
Office Expenses 6.68 1.79 0.45
Penalty & Interest 16.51 6.97 4.38
Printing and Stationery 2.54 2.42 1.25
Travelling and Conveyance 16.16 35.10 21.45
Rates & Taxes 17.23 3.00 4.71
Rent 3.78 3.31 1.91
Repairs and Maintenance Expense 1.77 1.23 0.91
Corporate Social Responsibility Activity Expenses (Refer Note 44) 4.43 3.07 2.31
Security Services Expenses 4.07 1.31 -
Audit Fees
- Statutory Audit 0.60 0.15 0.32
- Tax Audit 0.10 0.05 -
Balance written off 0.01 - 0.19
Telephone Expenses 0.17 0.32 0.19
Miscellaneous expenses 1.95 1.62 0.71
Allowance for Credit losses - 2.55 1.40
Total 2 93.71 257.44 194.09
NOTE 35 : EARNINGS PER SHARE (EPS) (₹ in millions, except share data and per share data, and unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Restated Net Profit after tax attributable to Equity Shareholders for Basic EPS 256.38 247.32 148.68
Add/Less: Adjustment relating to potential equity shares - - -
Net profit after tax attributable to equity shareholders for Diluted EPS 256.38 247.32 148.68
Weighted average number of Equity Shares outstanding as at March 31, 2025*
For Basic EPS 4,50,00,000 4,50,00,000 4,50,00,000
For Diluted EPS 4,50,00,000 4,50,00,000 4,50,00,000
Face Value per Equity Share (₹) 10.00 10.00 10.00
Basic and Diluted EPS (₹) 5.70 5.50 3.30
Reconciliation between no. of shares
No. of shares used for calculating Basic EPS 4,50,00,000 4,50,00,000 4,50,00,000
Add: Potential equity shares - - -
No. of shares used for calculating Diluted EPS 4,50,00,000 4,50,00,000 4,50,00,000
*In accordance with Ind AS 33 "Earning per share", the Equity shares and basic / diluted earning per share has been presented to reflect the adjustments
for issue of bonus shares. Pursuant to the approval of shareholders granted in the extra-ordinary General meeting held on February 13, 2025, the
company issued and allotted 4,05,00,000 fully paid up 'bonus share' on February 20, 2025 at par in proportion of nine new equity share of INR 10 each for
328ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note 36 Employee Benefits
The Company has classified the various benefits provided to employees as under:
I. Defined Contribution Plans
a. Employers' Contribution to Provident Fund
During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:
(₹ in millions unless otherwise stated)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Employers' Contribution to Provident Fund & ESIC 3.75 3.28 1.97
Total Expenses recognised in the Statement of Profit and Loss (Refer Note 31) 3 .75 3 .28 1 .97
II. Defined Benefit Plan
Gratuity Fund
The Company has a defined benefit gratuity plan (funded) for its employees. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Payment of Gratuity Act, 1972,employee who has completed five
years of service is entitled to specific benefit. The level of benefits provided depends on the length of service and salary at retirement age.
The following tables summarize the components of net benefit expense recognized in the Restated Financial Information of Profit and Loss (including other comprehensive income/(loss)) and the funded/unfunded status
and amounts recognized in the Restated Financial Information:
(₹ in millions unless otherwise stated)
a. Major Assumptions (% p.a.) (% p.a.) (% p.a.)
Discount Rate 6.71% 7.17% 7.30%
Salary Escalation Rate 10.00% 10.00% 10.00%
(The estimates for future salary increases considered takes into account the inflation, seniority, promotion and other
relevant factors)
Employee Turnover For Service 4 years For Service 4 years For Service 4 years
and below : 30.00% and below : 30.00% and below : 30.00%
p.a. and For Service 5 p.a. and For Service 5 p.a. and For Service 5
years and above : years and above : years and above :
10.00% p.a. 10.00% p.a. 10.00% p.a.
b. Change in Present Value of Obligation
Present Value of Obligation as at the beginning of the year 5 .19 3 .49 3 .20
Current Service Cost 0 .89 0 .53 0 .50
Past Service Cost - - -
Interest Cost 0 .37 0 .25 0 .20
Benefit paid - - -
Remeasurements - Actuarial (Gain)/ Loss on Obligations 0 .39 0 .91 ( 0.40)
Present Value of Obligation as at the end of the year 6 .84 5 .19 3 .49
c. Change in Fair value of Plan Assets
Fair value of Plan Assets, Beginning of Year - - -
Expected Return on Plan Assets - - -
Actual Company Contributions - - -
Actuarial Gains/(Losses) - - -
Benefit Paid - - -
Fair value of Plan Assets at the end of the year - - -
d. Reconciliation of Present Value of Defined Benefit Obligation
Present Value of Obligation 6 .84 5 .19 3 .49
Fair Value of Plan Assets - - -
Funded Status Surplus/(Deficit) (6.84) (5.19) (3.49)
Present Value of Unfunded Obligation 6 .84 5 .19 3 .49
Unfunded Net Liability recognised in the Balance Sheet disclosed under 6 .84 5 .19 3 .49
Non Current Provision and Current Provision (Refer Note 18 and 24)
e. Expenses Recognised in the Statement of Profit and Loss
Current Service Cost 0 .89 0 .53 0 .50
Past Service Cost - - -
Interest Cost 0 .37 0 .25 0 .20
Expected Return on Plan Assets - - -
Total expenses recognised in the Statement of Profit and Loss (Refer Note 31) 1 .26 0 .78 0 .70
f. Expense Recognised in the Statement of Other Comprehensive Income
Remeasurements of the net defined benefit liability
Actuarial (gains) / losses obligation 0.39 0.91 (0.40)
Actuarial (gains) / losses on Obligation
Due to Demographic Assumption - - -
Due to Financial Assumption 0 .23 0 .05 ( 0.25)
Due to Experience 0 .17 0 .86 ( 0.15)
Actuarial Gains/(Losses)
Total Actuarial (Gain)/Loss 0 .39 0 .91 (0.40)
g. Amounts recognised in the Balance Sheet
Present Value of Obligation as at year end (6.84) (5.19) (3.49)
Fair Value of Plan Assets as at year end - - -
Unfunded Net Liability recognised in the Balance Sheet disclosed under Non Current Provision and Current Provision (Refer Note 18 and 24) 6 .84 5 .19 3 .49
329ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
III. Sensitivity Analysis
A quantitative sensitivity analysis for significant assumption as at March 31, 2025, March 31, 2024 and March 31, 2023 are as shown below:
(₹ in millions unless otherwise stated)
Particulars Change in Discount Rate Increase/ (Decrease) in Change in Salary Increase/ (Decrease) Change in Rate of Increase/ (Decrease)
Defined Benefit Escalation Rate in Defined Benefit Employee Turnover in Defined Benefit
Obligation Obligation Obligation
March 31, 2025 +1% (0.48) +1% 0 .44 +1% (0.07)
-1% 0 .53 -1% (0.40) -1% 0 .08
March 31, 2024 +1% (0.39) +1% 0 .39 +1% (0.07)
-1% 0 .43 -1% (0.35) -1% 0 .07
March 31, 2023 +1% (0.25) +1% 0 .23 +1% (0.03)
-1% 0 .28 -1% (0.21) -1% 0 .03
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity
analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions
may be correlated.
The following are expected pay-outs from the defined benefit obligation in future years
(₹ in millions unless otherwise stated)
1st Following Year 2nd Following Year 3rd Following Year 4th Following Year 5th Following Year Sum of Years 6-10 Sum of Years 11
and above
March 31, 2025 0 .56 0 .59 0 .59 0 .58 1 .05 2 .79 6 .68
March 31, 2024 0 .39 0 .41 0 .43 0 .45 0 .48 2 .34 6 .17
March 31, 2023 0 .26 0 .29 0 .30 0 .31 0 .31 1 .73 3 .88
Gratuity is a defined benefit plan and entity is exposed to the Following Risks:
i) 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.
ii) Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision.
iii) Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Entity has to manage pay-out based on pay as you go basis from own funds.
iv) 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
330ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note:37Financial Instruments - Accounting Classification and Fair Value Measurement
Set out below, is a comparison by class of the carrying amounts and amortised cost / fair value of the Company’s financial assets and liabilities as at March 31, 2025 are as follows:
(₹ in millions unless otherwise stated)
Particulars Carrying Amount Fair Value
FVTPL FVOCI Amortized Cost Total Carrying Amount Level 1 Level 2 Level 3 Total
Financial assets
Non Current :
Others - - 6.65 6.65 - - 6.65 6.65
- - 6 .65 6 .65 - - 6 .65 6 .65
Current :
Trade Receivables - - 1,630.71 1,630.71 - - 1,630.71 1,630.71
Cash and Cash Equivalents - - 5.77 5.77 - - 5.77 5.77
Bank Balances other than Cash and Cash Equivalents - - 13.38 13.38 - - 13.38 13.38
Others - - 1.52 1.52 - - 1.52 1.52
Total Financial Assets - - 1 ,651.39 1 ,651.39 - - 1 ,651.39 1 ,651.39
Financial Liabilities
Non Current :
Borrowings 147.88 147.88 147.88 147.88
Lease Liabilities 2.27 2.27 2.27 2.27
- - 1 50.15 1 50.15 - - 1 50.15 1 50.15
Current :
Borrowings - - 644.56 644.56 - - 644.56 644.56
Lease Liabilities - - 9.81 9.81 - - 9.81 9.81
Trade Payables - - 1,587.60 1,587.60 - - 1,587.60 1,587.60
Other Financial Liabilities - - 10.26 10.26 - - 10.26 10.26
Total Financial Assets - - 2 ,252.24 2 ,252.24 - - 2 ,252.24 2 ,252.24
Set out below, is a comparison by class of the carrying amounts and amortised cost / fair value of the Company’s financial assets and liabilities as at March 31, 2024 are as follows:
Particulars Carrying Amount Fair Value
FVTPL FVOCI Amortized Cost Total Carrying Amount Level 1 Level 2 Level 3 Total
Financial assets
Non Current :
Others - - 9.68 9.68 - - 9.68 9.68
- - 9 .68 9 .68 - - 9 .68 9 .68
Current:
Trade Receivables - - 1,431.52 1,431.52 - - 1,431.52 1,431.52
Cash and Cash Equivalents - - 4.58 4.58 - - 4.58 4.58
Bank Balances other than Cash and Cash Equivalents - - 4.65 4.65 - - 4.65 4.65
Others - - 0.81 0.81 - - 0.81 0.81
Total Financial Assets - - 1 ,441.55 1 ,441.55 - - 1 ,441.55 1 ,441.55
Financial Liabilities
Non Current :
Borrowings - - 139.19 139.19 - - 139.19 139.19
Lease Liabilities - - 0.25 0.25 - - 0.25 0.25
- - 1 39.43 1 39.43 - - 1 39.43 1 39.43
Current:
Borrowings - - 314.66 314.66 - - 314.66 314.66
Lease Liabilities - - 0.45 0.45 - - 0.45 0.45
Trade Payables - - 1,270.57 1,270.57 - - 1,270.57 1,270.57
Other Financial Liabilities - - 16.93 54.85 - - 54.85 54.85
Total Financial Assets - - 1 ,602.61 1 ,640.53 - - 1 ,640.53 1 ,640.53
331Set out below, is a comparison by class of the carrying amounts and amortised cost / fair value of the Company’s financial assets and liabilities as at March 31, 2023 are as follows:
Particulars Carrying Amount Fair Value
FVTPL FVOCI Amortized Cost Total Carrying Amount Level 1 Level 2 Level 3 Total
Financial assets
Non Current :
Others - - 4.43 4.43 - - 4.43 4.43
- - 4 .43 4 .43 - - 4 .43 4 .43
Current:
Trade Receivables - - 1,044.83 1,044.83 - - 1,044.83 1,044.83
Cash and Cash Equivalents - - 0.73 0.73 - - 0.73 0.73
Bank Balances other than Cash and Cash Equivalents - - - - - - - -
Others - - 0.69 0.69 - - 0.69 0.69
Total Financial Assets - - 1 ,046.25 1 ,046.25 - - 1 ,046.25 1 ,046.25
Financial Liabilities
Non Current :
Borrowings - - 59.30 59.30 - - 59.30 59.30
Lease Liabilities - - 0.70 0.70 - - 0.70 0.70
- - 6 0.00 6 0.00 - - 6 0.00 6 0.00
Current:
Borrowings - - 192.50 192.50 - - 192.50 192.50
Lease Liabilities - - 0.39 0.39 - - 0.39 0.39
Trade Payables - - 935.34 935.34 - - 935.34 935.34
Other Financial Liabilities - - 14.81 14.81 - - 14.81 14.81
Total Financial Assets - - 1 ,143.04 1 ,143.04 - - 1 ,143.04 1 ,143.04
Notes:-
i) The Company categorises fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follow :
a. Level 1 - Quoted prices (unadjusted) in active markets for financial instruments.
b. Level 2 - The fair value of financial instruments not actively traded is determined using valuation techniques that prioritize observable market data and minimize reliance on entity-specific assumptions. Instruments with
significant observable inputs are classified as Level 2, including unquoted shares. For unquoted shares, cost is considered a reasonable estimate of fair value.
c. Level 3 - If any significant input is unobservable, the instrument is classified as Level 3, relying on non-market data for valuation.
ii) The management assessed that the fair value of cash and cash equivalent, trade receivables, trade payables, loans & advances, lease liabilities, borrowings and other current financial assets and other current financial
liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.
iii) There were no transfers between Level 1, 2 and 3 during the year ended March 31, 2025, March 31, 2024 and March 31, 2023
332ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note:38Financial Risk Management
The company has exposure to the following risks arising from financial instruments:
1. Credit Risk
2. Liquidity Risk
3. Market Risk
Risk Management Framework
The Board of directors of the companies has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of directors has authorized business managers to establish the
processes, who ensures that executive management controls risks through the mechanism of properly defined framework.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed by the business managers periodically to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a
disciplined and constructive control environment in which all employees understand their roles and obligations.
a) Credit Risk :
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of
creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for
credit.
i) Trade receivables and contract assets:
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the
default risk associated with the industry and country in which customers operate.
Customer credit risk is managed by the Company subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. To
manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of trade receivable. The
Company creates allowance for all trade receivables based on lifetime expected credit loss model (ECL).
The following table provides information about the exposure to credit risk and expected credit loss for trade receivables: (₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Total Gross Trade Receivables (Refer Note 9) 1,635.03 1,437.54 1,048.29
Less: Allowances for credit losses 4.32 6.01 3.46
Total Net Receivables 1,630.71 1,431.52 1,044.83
Reconciliation of allowance for credit loss: (₹ in millions unless otherwise stated)
Movement in the expected credit loss allowance As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Balance at beginning of the year 6.01 3.46 2.06
Utilised for Balance written-off - - -
Net allowance created / (reversed) during the year -1.69 2.55 1.40
Total 4.32 6.01 3.46
Other financial assets :
Other financial assets includes security deposits and interest receivable which are placed with a reputable financial institution with high credit ratings and no history of default.
333b) Liquidity Risk :
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's approach for managing liquidity is
to ensure that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Company’s reputation, typically the company
ensures that it has sufficient cash on demand to meet expected operational expenses, servicing of financial obligations.
Maturities of financial liabilities
The table below provides details regarding the remaining contractual maturities of financial liabilities :
As on March 31, 2025 Carrying amount On demand < 1 Year 1 - 5 years > 5 years Total
Borrowings 792.45 - 644.56 146.13 1.75 792.45
Trade Payable 1,587.60 - 1,587.60 - - 1,587.60
Lease Liabilities 12.08 - 9.81 2.27 - 12.08
Other financial liabilities 10.26 - 10.26 - - 10.26
As on March 31, 2024 Carrying amount On demand < 1 Year 1 - 5 years > 5 years Total
Borrowings 453.84 - 314.66 113.60 25.59 453.84
Trade Payable 1,270.57 - 1,270.57 - - 1,270.57
Lease Liabilities 0.70 - 0.45 0.25 - 0.70
Other financial liabilities 16.93 - 16.93 - - 16.93
As on March 31, 2023 Carrying amount On demand < 1 Year 1 - 5 years > 5 years Total
Borrowings 251.80 - 192.50 -187.65 246.95 251.80
Trade Payable 935.34 - 935.34 - - 935.34
Lease Liabilities 1.09 - 0.39 0.70 - 1.09
Other financial liabilities 14.81 - 14.81 - - 14.81
c) Market Risk :
Market Risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect the Company's income or the value of its holding or financial instruments. The objective of market
risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025, March 31, 2024 and March 31, 2023.
The sensitivity analysis have been prepared on the basis that the amount of net debt and the proportion of financial instruments in foreign currencies are all constant as at March 31, 2025 , March 31, 2024 and March 31, 2023.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held as at March 31, 2025, March 31, 2024 and March 31,
2023.
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).
As at March 31, 2025
Particulars Foreign currency (USD) Foreign currency Foreign currency (AED) Total (Rs in Million)
(EURO)
Trade payables 5,54,880.00 - - 47.40
Trade receivables 3,88,975.78 - - 33.23
As at March 31, 2024
Particulars Foreign currency (USD) Foreign currency Foreign currency (AED) Total (Rs in Million)
(EURO)
Trade payables 64,574.80 - - 5.38
Trade receivables 11,38,907.55 - - 94.96
As at March 31, 2023
Particulars Foreign currency (USD) Foreign currency Foreign currency (AED) Total (Rs in Million)
(EURO)
Trade payables 18,752.96 - 1,88,673.10 5.76
Trade receivables 13,98,045.10 15,630.44 1,92,739.93 120.59
334Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. The impact on the Company’s restated profit before tax and pre-tax equity is due to changes
in the fair value of monetary assets and liabilities. The Company’s exposure to foreign currency changes for all other currencies is not material.
(₹ in millions unless otherwise stated)
Particulars Impact on equity Impact on profit before tax
As at As at As at For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
USD
Increases by 5% (0.71) 4.48 5.67 (0.71) 4.48 5.67
Decreases by 5% 0.71 (4.48) (5.67) 0.71 (4.48) (5.67)
EURO
Increases by 5% - - 0.07 - - 0.07
Decreases by 5% - - (0.07) - - (0.07)
AED
Increases by 5% - - 0.00 - - 0.00
Decreases by 5% - - (0.00) - - (0.00)
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’s exposure to the risk of changes in market interest rates relates
primarily to the Company’s short-term debt obligations with floating interest rates.
Exposure to interest rate risk
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the
impact on floating rate borrowings, as follows:
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Variable rate borrowings (cash credit and working capital loan from banks - secured) 638.01 275.16 176.26
Sensitivity (₹ in millions unless otherwise stated)
Particulars Impact on equity Impact on profit before tax
As at As at As at For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Variable Rate Borrowings
Increases by 1% (6.38) (2.75) (1.76) (6.38) (2.75) (1.76)
Decreases by 1% 6.38 2.75 1.76 6 .38 2.75 1.76
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.
335ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note 39Capital Management
For the purpose of the Company’s capital management, capital includes issued equity share capital, securities premium and all other reserves attributable to the
equity holders of the Company. The primary objective of the Company’s capital management is to maximise the value of the share and to reduce the cost of
capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.
To maintain or adjust the capital structure, the Company can adjust the dividend payment to shareholders, issue new shares, etc. The Company monitors capital
using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash
equivalents.
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
A) Net Debt
Borrowings (Current and Non-Current) 792.45 453.84 251.80
Cash and Cash Equivalents (5.77) (4.58) (0.73)
Net Debt (A) 7 86.67 4 49.27 2 51.07
B) Equity
Equity share capital 450.00 45.00 45.00
Other Equity 558.73 707.64 461.00
Total Equity (B) 1 ,008.73 7 52.64 5 06.00
Gearing Ratio (Net Debt / Equity) i.e. (A / B) 77.99% 59.69% 49.62%
Note 40Commitments and contingent liabilities
(a) Commitments (₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Estimated amount of contracts remaining to be executed on capital account - - -
(net of advances)
(b) Contingent liabilities (₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Central Excise and Service Tax* - 0.27 -
Corporate Social Responsibility** 12.57 - -
Goods and Service Tax*** 2.70 - -
*Favorable order was passed by the appellate authority in favor of the company on January 13, 2025.
**The Company has not spent the mandated Corporate Social Responsibility (CSR) amounts for the following financial years: ₹10,46,936.96 for FY 2020–21,
₹17,66,857 for FY 2021–22, ₹23,10,195 for FY 2022–23, and ₹11,59,750 for FY 2023–24. In accordance with the provisions of Section 135(7) of the Companies
Act, 2013, such non-compliance may attract a penalty on the Company equal to twice the unspent amount or ₹1 crore, whichever is lower. Accordingly, the total
potential liability amounts to ₹1,25,67,468. Since no penalty has yet been imposed by the authorities and the matter is subject to interpretation and further
regulatory action
*** On the basis of the appeal filed and as per legal advice obtained by the Company, wherever applicable, the Company is confident of winning the above case of
Rs 2.70 million and is of the view that no provision is required in respect of above cases.
Note: 41Leases
Lease liabilities presented in the balance sheet are as follows: (₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current 9.81 0.45 0.39
Non-Current 2.27 0.25 0.70
Total 12.08 0.70 1.09
A. Maturity of Lease Liabilities
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Less than 1 year 9.81 0.45 0.39
1 year to 5 years 2.27 0.25 0.70
More than 5 years - - -
Total 12.08 0.70 1.09
The Company has executed lease arrangements for office premises. With the exception of short-term leases, each lease is reflected on the balance sheet as a
right-of-use asset and a lease liability. Generally the company is restricted from assigning and sub-leasing the leased assets.
B. Expenses related to leases recognised in Restated Statement of Profit and Loss :
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation expenses of right-to-use assets 1.66 0.37 0.37
Interest expense on lease liabilities 0.64 0.09 0.12
Total 2.30 0.46 0.49
336C. Set-out below are Carrying Amounts of Right-of-use Asset recognized during the period. (Refer note 4 for details)
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Building 11.61 0.56 0.93
Total 11.61 0.56 0.93
D. Set-out below are Carrying Amounts of Lease Liabilities recognized during the period.
(₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Opening Balance 0.70 1.09 1.42
Addition 12.89 - -
Accretion of Interest 0.64 0.09 0.12
Less :
Interest Payments 0.64 0.09 0.12
Principal Payments 1.51 0.39 0.33
Deletions - - -
Total 12.08 0.70 1.09
Note 42Segment Reporting
i. Business Segment
The Company operates in manufacturing and trading as a single business segment based on its products and has one reportable segment, namely "Pesticides
Products". Accordingly, separate disclosure for business segment is not applicable. Based on the "Management Approach" as defined in Ind AS 108 "Operating
Segment", the Company's Chief Operating Decision Maker (CODM) is Board of Directors of the Company which regularly reviews the financial performance of the
Company as whole. The CODM monitors the operating results of its single business unit for the purpose of making decisions about resource allocation and
performance assessment. However Geographical Segments being secondary segments are discussed below:
ii. Geographical Segment
The Company generates its revenue from two geographies i.e. India (Domestic Sale) and Outside India (Export Sale).
(₹ in millions unless otherwise stated)
Particulars Revenue
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
India (Domestic Sale) 4,921.12 4,301.95 3,634.28
Outside India (Export Sale) 98.07 251.42 336.34
TOTAL 5,019.18 4,553.38 3,970.62
Non-current assets** (₹ in millions unless otherwise stated)
Particulars Non-Current assets
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
India (Domestic Sale) 775.88 502.65 228.66
Outside India (Export Sale) - - -
TOTAL 775.88 502.65 228.66
** Non current assets does not include deferred tax assets, financial assets and non-current tax assets.
Information about major customers
The company earns revenue from few of its major customers which individually amounts to 10 per cent or more of the Companies revenues. Details of such
customers (i.e. the total amount of revenues from each such customer) are disclosed below.
(₹ in millions unless otherwise stated)
Particulars Non-Current assets For the year ended March For the year ended March
31, 2024 31, 2023
Customer 1 480.56 472.31 624.92
Customer 2 879.98 - -
Customer 3 497.73 - -
TOTAL 1,858.26 472.31 624.92
NOTE43Related Party Transactions
1. Relationship
Description of relationship Names of Related Parties
A. Key Management Personnel Om Prakash Choudhary
Kedar Choudhary
Narendra Choudhary (w.e.f November 11, 2023)
Manisha Choudhary (w.e.f Nov 05, 2024 and upto Jan 29, 2025)
Nisha Gupta (w.e.f February 12, 2025)
Mewa Ram Mehta (w.e.f February 12, 2025)
B. Independent Director Rakesh Verma (w.e.f February 13, 2025)
Manjit Singh Kochar (w.e.f November 05, 2024)
Seema Singh (w.e.f February 13, 2025)
Ravindra Raghunath Joshi (w.e.f November 05, 2024 and upto January 29, 2025)
C. Enterprises over which KMP and Relative have significant Influence Hok Agrichem Private Limited (w.e.f April 07, 2023)
D. Relative of KMP Geeta Choudhary
Manisha Choudhary
E.Trust in which KMPs are Board of Trustees Bhura Ram Hanuman Sahai Foundation (Trust)
Notes:
The list of related parties above has been limited to entities with which transactions have taken place.
Related party transactions have been disclosed till the time the relationship existed.
3372. Transaction with Related Parties (₹ in millions unless otherwise stated)
Particulars As at As at March 31, 2024 As at March 31, 2023
March 31, 2025
Remuneration/ Salary
Om Prakash Choudhary 6.20 4.50 3.60
Kedar Choudhary 6.20 4.50 3.60
Geeta Choudhary 1.20 1.11 1.08
Manisha Choudhary 1.20 1.11 0.84
Narendra Choudhary 0.48 0.18 -
Mewa Ram Mehta 0.85 - -
Nisha Gupta 0.20 - -
Director Setting Fees
Seema Singh 0.09 - -
Rakesh Verma 0.09 - -
Manjit Singh Kochar 0.09 - -
Sale of Goods
Hok Agrichem Private Limited 879.98 451.37 -
Income from Manpower Supply
Hok Agrichem Private Limited - 9.80
Purchases of Goods
Hok Agrichem Private Limited 1.82 - -
Discount Given
Hok Agrichem Private Limited 50.23 26.35 -
Reimbursement of expenses incurred for business purposes
Om Prakash Choudhary - - 0.09
Kedar Choudhary 2.26 - -
Corporate Social Responsibility Expenditure
Bhura Ram Hanuman Sahai Foundation (Trust) 4.51 0.61 -
3. Closing Balance- (₹ in millions unless otherwise stated)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Outstanding Salary/(Balance Receivable)
Om Prakash Choudhary (2.28) 1.10 1.71
Kedar Choudhary (2.09) 1.07 0.79
Geeta Choudhary 0.09 0.82 0.74
Manisha Choudhary 0.13 0.51 0.52
Narendra Choudhary 0.04 - -
Seema Singh 0.07 - -
Rakesh Verma 0.07 - -
Manjit Singh Kochar 0.05 - -
Mewa Ram Mehta 0.07 - -
Nisha Gupta 0.06 - -
Trade Receivables
Hok Agrichem Private Limited 7 66.45 392.64 -
Note: 44Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the
immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and
malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development
projects. The Company is spending amount for these activities, which are specified in Schedule VII of the Companies Act, 2013.
(₹ in millions unless otherwise stated)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Amount required to be spent by the company during the year 4 .43 3.07 2 .31
Amount of Expenditure incurred during current year (Refer note below) 7 .01 1.91 -
Shortfall / (Excess) at the end of the Year* (2.58) 1 .16 2 .31
*The Company is in the process of complying with CSR contribution requirements under the Companies Act, 2013, and ensures compliance by contributing to
relevant funds approved under the CSR schedule. The cumulative unspent amount of CSR as on March 31, 2025 has been duly paid in accordance with Section
135 of the Companies Act, 2013. The excess paid is treated as Advance CSR Expenses paid.
Amount of Expenditure incurred For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
a) Construction / Acquisition of any assets:
In Cash/ Bank - - -
b) On purpose other than mentioned above:
In Cash/ Bank 7 .01 1 .91 -
The CSR amount is spent for the purpose of Education and Animal Welfare.
338ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note:45 Ratios
Ratio Numerator Denominator March 31, 2025 March 31, 2024 March 31, 2023 % change in % change in Reason for Reason for Reason for
March 2025 March 2024 Variance in Variance in Variance in
March 2025 March 2024 March 2023
Current ratio Current Assets Current Liabilities 1.16 1.22 1.27 (5%) (4%) - - -
Debt- Equity Ratio Total Debt (including lease Shareholder’s Equity 0.80 0.60 0.50 32% 21% Due to increase - -
liabilities) in Short Term
Borrowings , the
ratio has
increased
Debt Service Coverage Earnings for debt service = Net Debt service = Interest & 9.10 8.32 5.20 9% 60% - Due to increase -
ratio profit after taxes + Non-cash Lease Payments + in profit after tax,
operating expenses like Principal Repayments the ratio has
depreciation and other increased.
amortizations + Interest & other
adjustments like gain on disposal
of property, plant and equipment,
etc.
Return on Equity ratio (in Net Profits after taxes – Average Shareholder’s 29.11% 39.30% 34.46% (26%) 14% Due to decrease - -
%) Preference Dividend Equity in Net Profits, the
ratio is decreased
Inventory Turnover ratio Cost of goods sold Average Inventory 5.60 8.23 9.52 (32%) (14%) Due to Increase - -
in Inventories ,
the ratio is
decreased
Trade Receivable Revenue from operations Average Trade Receivable 3.28 3.68 4.67 (11%) (21%) - - -
Turnover Ratio
Trade Payable Turnover Net credit purchases = Gross Average Trade Payables 2.94 3.36 4.56 (12%) (26%) - Due to the -
Ratio credit purchases - purchase increase in the
return Trade Payable for
the year ended
March 31, 2024
the ratio has
decreased.
Net Capital Turnover Revenue from operations Working capital = Current 13.39 12.03 11.92 11% 1% - - -
Ratio assets – Current liabilities
Net Profit ratio (in %) Net Profit Net Sales 5.10% 5.42% 3.74% (6%) 45% - Due to increase -
in the net profit
during the year
ended March 31,
2024, the ratio
has increased
Return on Capital Earnings Before Interest and TaxAverage Capital Employed 27.02% 37.62% 34.38% (28%) 9% Due to decrease - -
Employed (in %) where Capital employed = in Profit, the ratio
Total Equity + Borrowings + is decreased
Total Lease Liabilities+
Deferred Tax Liabilities
(Net)
Return on Investment Income generated from Time-weighted NA NA NA NA NA - - -
(in %) investments average investments
339ADVANCE AGROLIFE LIMITED (FORMERLY ADVANCE AGROLIFE PRIVATE LIMITED)
CIN-U24121RJ2002PLC017467
E-39, RIICO INDUSTRIAL AREA, EXT. BAGRU, JAIPUR, RAJASTHAN - 303007
NOTES TO RESTATED FINANCIAL INFORMATION
Note:46 Statutory Information:
a. There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made
thereunder.
b. The Company has not entered into any transactions with struck off companies during the year ended March 31, 2025, March 31, 2024, March 31, 2023.
c. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory year
d. The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2025, March 31, 2024, March 31, 2023.
e.TheCompanydoesnothaveanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheperiod/yearendedMarch31,2025,
March 31, 2024, March 31, 2023 in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
f.TheCompanyhasnotadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumoranyothersourcesorkindoffunds)toorinanyotherpersonorentity,includingforeign
entities("Intermediaries"),withtheunderstanding,whetherrecordedinwritingorotherwise,thattheIntermediaryshall,whether,directlyorindirectlylendorinvestinotherpersonsorentities
identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Further,theCompanyhasnotreceivedanyfundsfromanypersonorentity,includingforeignentities("FundingParties"),withtheunderstanding,whetherrecordedinwritingorotherwise,thatthe
Companyshall,whether,directlyorindirectly,lendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheFundingParty("UltimateBeneficiaries")orprovide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
g. The Company has complied with the number of layers prescribed under clause (87) of the Section of the Companies Act read with the Companies (Restrictions on Number of Layers) Rule, 2017.
h. The Company is not declared willful defaulter by bank or financial institutions or any lender during the period/year ended March 31, 2025, March 31, 2024, March 31, 2023.
i. Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts for the year ended March 31, 2023 but there
is discrepancy with respect to quarterly returns or statements of current assets filed by the Company with banks or financial institutions for the year ended March 31, 2024 and period ended March
31, 2025.
j. The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
Note:47 PursuanttoprovisotoRule3(1)oftheCompanies(Accounts)Rules,2014,asamended,applicablefromApril01,2023,theCompanyhasusedaccountingsoftwaresFocusformaintainingitsbooks
of account which has a feature of recording audit trail (edit log) facility which was enabled throughout the year for all relevant transactions recorded in the software, except the fields in which deletions
made have not been recorded by the software.
Note:48 Events after the reporting period
(i)SubsequenttotheperiodendedMarch31,2025,ROCDemandofRs.0.20milliondatedMay20,2025andRs.0.40milliondatedMay26,2025arebeingreflectedattheMCAportalofthe
company. The same have been paid by July 8, 2025.
The above statement should be read with Note 2 - Summary of Material accounting policies and explanatory notes forming part of Restated Financial Information, Notes to Restated Financial Information
and Note 3 - Statement of adjustments to Restated Financial Information.
As per our report of even date
For S K Patodia & Associates LLP For and on behalf of Board of Directors
Chartered Accountants Advance Agrolife Limited
Firm Registration Number : 112723W/W100962
Vikas Tambi Om Prakash Choudhary Kedar Choudhary
Partner Chairman & Mananging Director Whole Time Director
Membership Number : 408970 DIN : 01004122 DIN : 06905752
Mewa Ram Mehta Nisha Gupta
Chief Financial Officer Company Secretary
Place : Jaipur Place : Jaipur Place : Jaipur
Date : August 28, 2025 Date : August 28, 2025 Date : August 28, 2025
340OTHER FINANCIAL INFORMATION
The audited financial information of our Company for the the Fiscals 2025, 2024 and 2023, together with all the
annexures, schedules and notes thereto (“Financial Information”) are available at www.advanceagrolife.com .
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations.
The Financial Information do not constitute, (i) the Red Herring Prospectus; or (ii) this 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 to purchase or sell any securities under the Companies Act 2013, the SEBI
ICDR Regulations, or any other applicable law in India or elsewhere in the world. The Financial Information
should not be considered as part of information that any investor should consider in order to subscribe 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 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 Financial Information, or the opinions expressed therein.
The details of accounting ratios derived from Restated Financial Information required to be disclosed under Clause
11 of Part A of Schedule VI of the SEBI ICDR Regulations are set forth below:
(₹ in million except per share data or unless otherwise stated)
Particulars As on /For the Fiscal/Period ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
Basic Earnings Per Share (EPS) 5.70 5.50 3.30
Diluted Earnings Per Share (EPS) 5.70 5.50 3.30
Return on Net worth 29.11% 39.30% 34.46%
Net Assets Value (NAV) per Share 22.42 16.73 11.24
EBITDA 482.45 402.11 252.23
The ratios have been computed as under:
1. Basic EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by
weighted average no. of equity shares outstanding during the fiscal/period.
2. Diluted EPS = Net Profit after tax, as restated, attributable to the owners of the company divided by
weighted average no. of diluted equity shares outstanding during the fiscal/period.
3. The Equity shares and basic/diluted earnings per share has been presented to reflect the adjustments as
per INDAS 33.
4. Return on Net Worth (%) = Net Profit after tax attributable to owner of the company, as restated for the
end of the fiscal/period divided by Average Net worth as at the end of the fiscal/period.
5. Average net worth means the average of the net worth of current and previous fiscal/period. Net worth
means the aggregate value of the paid-up share capital and other equity.
6. Net Asset Value per share = Net Worth at the end of the fiscal/period divided by weighted average no.
of equity shares outstanding during the fiscal/period.
7. EBITDA: Aggregate of restated profit/(loss) before tax and exceptional item, finance cost, depreciation
and amortization.
Related Party Transactions
For details of the Related Party Transactions, as per the requirements under applicable Indian Accounting
Standards read with the SEBI ICDR Regulations, for the Fiscals 2025, 2024, 2023, please see “Restated Financial
Information - Note 43 – Related Party Transactions” on page 337.
341CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at March 31, 2025, derived from our Restated
Financial Information, and as adjusted for the Issue. This table should be read in conjunction with “Risk Factors”,
“Restated Financial Information” and “Management Discussion and Analysis of Financial Position and
Results of Operations”, on pages 36, 296 and 350 respectively.
(₹ in million)
Particulars Pre-Issue as at As Adjusted for the
March 31, 2025 Issue*
Borrowings
Short-Term Borrowings# (A) 647.83 647.83
Long-Term Borrowings#(B) 156.70 156.70
Total Borrowings (C) 804.53 804.53
Equity
Equity Share Capital# 450.00 642.86
Other Equity# 558.73 2,294.29
Total Equity (D) 1,008.73 2,937.15
Long-Term Borrowings/ Total Equity (B/D) 0.16 0.05
Total Borrowings/ Total Equity (C/D) 0.80 0.27
As certified by Statutory Auditors pursuant to their certificate dated October 03, 2025.
#These terms shall carry the meaning as per Schedule III of the Companies Act, 2013.
Notes:
1. The amounts disclosed above are derived from the Restated Financial Information.
2. Long-Term Borrowings include current maturities of long term borrowings and non-current lease liabilities.
3. Short-Term Borrowings include current lease liabilities.
342FINANCIAL INDEBTEDNESS
Our Company avails loans and facilities in the ordinary course of its business for meeting our working capital,
capital expenditure and other business requirements. For details of the borrowing powers of our Board, please see
“Our Management – Borrowing Powers” on page 278.
Our Company has obtained the necessary consents required under the relevant financing documentation for
undertaking activities in relation to the Issue, including dilution of the current shareholding of our Promoters and
members of the promoter group, expansion of business of our Company, effecting changes in our capital structure
and shareholding pattern.
The aggregate outstanding borrowings (including fund based and non-fund based borrowings) of our Company
as on July 31, 2025 as certified by the Statutory Auditors vide certificate dated September 18, 2025, are as follows;
(₹ in millions)
S. No. Category of Borrowing Sanctioned amount Principal amount outstanding
as on July 31, 2025
Secured Loans
Fund based facilities
(i) Term loans 212.53 169.48
(ii) Vehicle Loan 9.95 4.04
(iii) Cash Credit 700.00 663.42
(iv) GECL 10.70 5.05
Total fund-based (A) 933.18 841.99
Non fund based facilities
(i) Bank Guarantee (sub limit of CC) 50.00 15.76
(ii) Letter of Credit 60.00 0.00
Total Non-fund-based (B) 110.00 15.76
Total Borrowings (A+B) 1,043.18 841.99#
#Excluding the non-fundbased facilities which comprises of bank guarantees amounting to ₹15.76 million.
For details in relation to financial indebtedness of our Company, please see “Restated Financial Information –
Note 16 & 19 - Borrowings” on pages 309 and 310.
Key terms of our secured borrowings (fund based) are disclosed below:
(i) Term loans
Name of Facility Sanction Rate Repayment Amount Primary Collateral
Lender ed of Terms outstandi Security Security and
Amount Intere ng as on Guarantee
(In st July 31,
Millions) 2025 (In
Millions)
Punjab Term Loan 80.00 1-year EMI of 57.44 Hypothecat Mortgage charge
National – III MCL Rs.10.25 ion of on immovable
Bank R (Jan Lakhs/- for 78 Plant, properties being
2025- months Starting Machinery, *Industrial Land
9.00% date: and Fixed & Building at
) 01.10.2023 End Assets to be Khasra No.
+2.15 Date: purchased 712/1, Dhami
% 31.03.2030 from bank Khurd, Bagru
i.e. finance. RIICO Ext.,
11.15 Jaipur (2683 sq.
% p.a. meters) – owned
Term Loan 80.00 1-year Principal 62.22 Hypothecat by M/s Advance
– IV MCL instalment of ion of Micro Fertilizers
R (Jan Rs.11.11 Plant, Pvt. Ltd.
2025- Lakhs/- for 72 Machinery, *Industrial Land
9.00% months Starting and Fixed & Building at
) date: Assets to be Plot No. E-39,
343Name of Facility Sanction Rate Repayment Amount Primary Collateral
Lender ed of Terms outstandi Security Security and
Amount Intere ng as on Guarantee
(In st July 31,
Millions) 2025 (In
Millions)
+2.15 30.04.2024 End purchased RIICO Industrial
% Date: from bank Area, Bagru,
i.e. 31.03.2030 finance. Jaipur (4000 sq.
11.15 Interest to be meters) – owned
% p.a. paid as and by M/s Advance
when levied Micro Fertilizers
Term Loan 2.53 1-year EMI of 1.40 Hypothecat Pvt. Ltd.
(vehicle MCL Rs.80,588/- for ion of JCB *Residential Flat
loan) R (Jan 36 months in favor of No. 105, 1st
2025- Starting date: PNB Bank. floor,Tower no/3,
9.00% 30.04.2024 End Royal Greens,
) Date: Sirsi Road, Jaipur
+2.15 31.03.2027 (1385 sq. ft.) –
% owned by Mr.
i.e. Om Prakash
11.15 Choudhary.
% p.a. *Industrial Land
Term Loan 50.00 1-year Principal 48.42 Hypothecat & Building at G-
– V MCL instalment of ion of 49, RIICO
R (Jan Rs.8.33 Lakhs/- Plant, Industrial Area,
2025- for 60 months Machinery, Bagru Extn,
9.00% Starting date: and Fixed Village Bagru
) 01.07.2025 End Assets to be Kalan, Tehsil
+2.15 Date: purchased Sanganer, Jaipur
% 30.06.2030 from bank (1500 sq. meters)
i.e. Interest to be finance. – owned by M/s
11.15 paid as and Advance
% p.a. when levied Agrolife Pvt. Ltd.
*Industrial Land
& Building at
Khasra No.
713/4, Village
Dahmi Khurd,
Post-Dahmi
Kalan, Tehsil
Sanganer, Bagru,
Jaipur (5267.32
sq. meters) –
owned by M/s
Advance
Agrolife Pvt. Ltd.
*Industrial Land
& Building at
Khasra No.
2408/1654,
2409/1654,
Village Gidhani,
Tehsil
Mozmabad,
Jaipur (12,728 sq.
meters) – owned
by M/s Advance
Agrolife Pvt. Ltd.
*Fixed Deposit
(FDR) of ₹0.75
Cr (Interest on
FDR credited
quarterly in the
344Name of Facility Sanction Rate Repayment Amount Primary Collateral
Lender ed of Terms outstandi Security Security and
Amount Intere ng as on Guarantee
(In st July 31,
Millions) 2025 (In
Millions)
borrower’s
account)
Peronal
Guarantee of Om
Prakash
Choudhary and
Kedar
Choudhary
(ii) Vehicle Loan
Name of Sanctioned Rate of Interest Repayment Amount Primary and Collateral Security
Lender Amount Terms outstanding as
(In on July 31st
Millions) 2025 (₹ in
Millions)
Punjab 0.71 (RLLR + Spread 84 months 0.40 Hypothecation of Vehicle itself to
National 0.60%) EMI of Rs. the extent of 100% of loan
Bank 10809.32 outstanding.
beginning Personal Guarantees of Om Prakash
from Choudhary, Kedar Choudhary.
01/09/2021
Punjab R e p o r a t e + M a r k 8 4 months 0.00 Hypothecation of Vehicle itself to
National 0.32 up(2.50%)+BSP( EMI of Rs. the extent of 100% of loan
Bank 0.25%)+Spread( 4947.20 outstanding.
0.1%) beginning Personal Guarantees of Om Prakash
from Choudhary, Kedar Choudhary.
30/06/2022
Punjab R e p o r a t e + M a r k 8 4 months 0.00 Hypothecation of Vehicle itself to
National 0.56 up(2.50%)+BSP( EMI of Rs. the extent of 100% of loan
Bank 0.25%)+Spread( 8657.60 outstanding.
0.1%) beginning Personal Guarantees of Om Prakash
from Choudhary, Kedar Choudhary.
30/06/2022
Punjab R e p o r a t e + M a r k 8 4 months 0.00 Hypothecation of Vehicle itself to
National 0.33 up(2.50%)+BSP( EMI of Rs. the extent of 100% of loan
Bank 0.25%)+Spread( 5101.80 outstanding.
0.1%) beginning Personal Guarantees of Om Prakash
from Choudhary, Kedar Choudhary.
29/06/2022
Punjab R L L R + B S P - 6 0 months 1.12 Hypothecation of Vehicle itself to
National 3.50 0.45% EMI of the extent of 100% of loan
Bank Rs.72316 outstanding.
beginning Personal Guarantees of Om Prakash
from Choudhary, Kedar Choudhary.
05/08/2023
Punjab R L L R + B S P - 3 6 months 0.51 Hypothecation of Vehicle itself to
National 1.68 0.45% EMI of Rs. the extent of 100% of loan
Bank 53109.12 outstanding.
beginning Personal Guarantees of Om Prakash
from Choudhary, Kedar Choudhary.
23/05/2023
345Name of Sanctioned Rate of Interest Repayment Amount Primary and Collateral Security
Lender Amount Terms outstanding as
(In on July 31st
Millions) 2025 (₹ in
Millions)
Punjab 2.00 RLLR+ BSP- monthly 1.95 Hypothecation of Vehicle itself to
National 0.45% i.e.7.90% EMI the extent of 100% of loan
Bank p.a. of Rs. outstanding. Personal
62580.51 Guarantees of Om Prakash
beginning Choudhary, Kedar Choudhary.
from
31/07/2025
Punjab F l o a t i n g 6 0 months 0.06 Hypothecation of Vehicle itself to
National 0.86 (Applicable Rate EMI the extent of 100% of loan
Bank of Interest Repo of Rs. 17153 outstanding.
Rate as per RBI+ beginning Personal Guarantees of Om Prakash
Markup(2.80%) from Choudhary, Kedar Choudhary.
+0.75%. 31/10/2020
(iii) Working Capital
Name Facility Sanctio Rate of Interest Repayme Amount Primary Collateral Security
of ned nt Terms outstandin Security and Guarantee
Lender Amoun g as on
t (In July 31st,
Million 2025 (₹ in
s) Millions)
Punjab Cash Credit 700 1-year MCLR Repayable H y p o t h e c a t i o n o f Mortgage charge on
Nation (Jan within one 663.42 stocks (raw immovable
al Bank 2025- year materials, stock- properties being
9.00%)+2.15% in-process, *Industrial Land &
i.e. 11.15% p.a. finished goods, Building at Khasra
stores & spares, No. 712/1, Dhami
receivables, and Khurd, Bagru
other current RIICO Ext., Jaipur
assets, both (2683 sq. meters) –
present & owned by M/s
future). Advance Micro
Margin : Fertilizers Pvt. Ltd.
25% on Stock *Industrial Land &
and Book Debts Building at Plot No.
PC/PCFC(Pack 50(Sub Up to 270 days R epayable 0.00 Hypothecation of E-39, RIICO
ing Credit) Limit of 1-year MCLR within one stocks, raw Industrial Area,
CC) (Jan year materials, stock- Bagru, Jaipur (4000
2025-9.00%) + in-process, sq. meters) – owned
0.40% finished goods, by M/s Advance
p.a. ie. 9.40% stores & spares, Micro Fertilizers
p.a. Above 270 receivables, other Pvt. Ltd.
days current assets *Residential Flat
and upto 360 and assets in No. 105, 1st
days transit for export. floor,Tower no/3,
1-year MCLR Margin : 25% Royal Greens, Sirsi
(Jan Road, Jaipur (1385
2025-9.00%) + sq. ft.) – owned by
0.50% Mr. Om Prakash
p.a. ie. 9.50% Choudhary.
p.a. *Industrial Land &
FOBP/FOUBP( 50(Sub 1-year MCLR Repayable 0.00 Documents/usan Building at G-49,
Foreign Bills Limit of (Jan within one ce export bills, RIICO Industrial
Purchase/Disco CC) 2025-9.00%) + year shipping Area, Bagru Extn,
unting) 0.45% documents (Bill Village Bagru
p.a. ie. 9.45% of Kalan, Tehsil
p.a. Lading/Airway Sanganer, Jaipur
Bill) under an (1500 sq. meters) –
irrevocable owned by M/s
Letter of Credit. Advance Agrolife
346Name Facility Sanctio Rate of Interest Repayme Amount Primary Collateral Security
of ned nt Terms outstandin Security and Guarantee
Lender Amoun g as on
t (In July 31st,
Million 2025 (₹ in
s) Millions)
Margin : 25% Pvt. Ltd.
*Industrial Land &
Building at Khasra
No. 713/4, Village
Dahmi Khurd, Post-
Dahmi Kalan,
Tehsil Sanganer,
Bagru, Jaipur
OBDLC(outwa 100 Foreign Bill - 0.00 -
(5267.32 sq. meters)
rd bill Discounting
– owned by M/s
discounting (DA/DP) under
Advance Agrolife
against the Irrevocable
Pvt. Ltd.
Letter of FLC:
*Industrial Land &
credit)*
Building at Khasra
On-demand:
No. 2408/1654,
RLLR + 0.40%
2409/1654, Village
Usance Bills (up
Gidhani, Tehsil
to 270 days):
Mozmabad, Jaipur
RLLR + 0.50%
(12,728 sq. meters)
Inland Bill
– owned by M/s
Discounting
Advance Agrolife
(DA/DP) under
Pvt. Ltd.
Irrevocable
*Fixed Deposit
LC:
(FDR) of ₹0.75 Cr
(Interest on FDR
Up to 90 days:
credited quarterly in
Repo + 1.50%
the borrower’s
91 to 180 days:
account)
Repo + 1.75%
Peronal Guarantee
181 days to 1
of Om Prakash
year: Repo +
Choudhary and
2.00%
Kedar Choudhary
Overdue Bills:
RLLR (1 year) +
6.00%
Upfront
Interest:
Refunded if
realized before
the due date.
GECL 10.7 9.25%(Max) 36 months E x t e n s i o n o f
(Guaranteed (jan 2024 5.05 charge over
Emergency to dec existing Primary
Credit Line) 2026) and Collateral
securities,
excluding
Personal/Corpora
te Guarantee
(wherever
applicable).
Covere under the
NCGTC
*OBDLC is over and above aggregate commitment of borrower
Other Terms:
The details provided below are indicative and there may be additional terms, conditions and requirements under
the various financial documentation executed by us in relation to our indebtedness.
1. Pre-payment: Borrowers shall pay Pre-Payment Charges @2% of the prepaid outstanding amount on
Term Loans only in case of a takeover by a Non-Individual Borrower shifting to another Bank or
347Financial Institution.This charge does not apply to Non-Fund Based facilities such as Working Capital
Limits and Overdrafts.
Exemptions (No Pre-Payment Charges Apply)
a) Micro & Small Enterprise Borrowers.
b) Microfinance Loans.
c) Floating rate term loans (Non-Business) sanctioned to individual borrowers.
d) Fixed-rate loans with a reset clause, if the borrower opts for a floating rate at the time of reset.
e) Loans prepaid from the borrower’s own sources.
f) If the borrower shifts to another bank within 30 days from the issuance of a circular for an
upward revision in the interest spread or changes in other terms of sanction.
g) In case of an upward revision in interest rate due to a reset of benchmark rates, and the borrower
informs the bank within 30 days and shifts their account within 90 days.
2. Default/ Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for
non-compliance of certain obligations. These include, inter alia, breach of financial covenants, non-
submission of annual financial statements and stock statements, diversion of funds, non-perfection of
security within permitted timelines, irregularity / overdrawing in the account etc. Further, the default
interest payable on the facilities availed by us is charged at up to 2% to 4% per annum. Additional interest
as specified by the lenders may be charged in case of continuation of the noncompliance beyond a certain
period.
3. Restrictive Covenants: Certain borrowing arrangements entered into by us contain restrictive covenants
which requires us to take prior written consent of the respective lender before undertaking certain
activities, including:
• The bank retains the right to securitize the assets charged in case of default.
• Borrowers must not pledge promoter shares to any Bank, NBFC, or Financial Institution without
prior written consent from the bank.
• Funds must be used strictly for the sanctioned purpose; any deviation will be treated as a
violation of terms.
• Borrowers cannot formulate any scheme of amalgamation, merger, or reconstruction without
prior approval from the bank.
• Any change in capital structure that results in the dilution of promoter shareholding below 51%
(or the existing level, whichever is lower) requires prior written consent from the bank, with a
60-day notice.
• Borrowers must not declare dividends unless all obligations to the bank, including repayment
and interest payments, are met.
• Borrowers cannot undertake any expansion, diversification, or capital expenditure that leads to
a breach of financial covenants.
• For term loans above ₹50 crore, financial covenants such as Debt Service Coverage Ratio
(DSCR), Interest Coverage Ratio, Asset Coverage Ratio, and Debt-Equity Ratio must be
maintained. A breach of any two out of four covenants may result in penal interest or be treated
as an event of default.
• Borrowers must not enter into any additional borrowing arrangements that increase overall
indebtedness beyond agreed limits without prior approval.
4. Events of Default: The term loan and other facilities availed by us contain certain standard events of
default, including:
a) Failure to repay loan installments or interest on time.
b) Non-submission of financial data, stock statements, or balance sheets within the prescribed
timeline.
c) Failure to obtain an external credit risk rating from an RBI-approved agency.
d) Non-compliance with any sanction terms and conditions set by the bank.
e) Cross-default: If the borrower defaults with another lender under a consortium or multiple
banking arrangement.
348f) Non-payment of demand bills on presentation and failure to honor usance bills on due dates.
g) Irregularities in cash credit accounts, including excess borrowing beyond the sanctioned limit
due to insufficient stocks and receivables.
h) Delay in submission of stock statements beyond the 10th of the following month.
i) Failure to review or renew loan facilities within the due date.
j) Failure to rectify default within 60 days may lead to conversion of debt to equity, as per
regulatory guidelines.
349MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
You should read the following discussion of our financial condition and results of operations together with our
Restated Financial Information which have been included in this Prospectus. The following discussion and
analysis of our financial condition and results of operations is based on our Restated Financial Information for
the Fiscal 2025, 2024 and 2023 including the related notes and reports, included in this Prospectus prepared in
accordance with requirements of the Companies Act and restated in accordance with the SEBI (ICDR)
Regulations 2018, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries.
Our Financial Information, as restated have been derived from our audited financial information for the
respective period and years. Accordingly, the degree to which our Restated Financial Information will provide
meaningful information to a prospective investor in countries other than India is entirely dependent on the
reader’s level of familiarity with Ind AS, Companies Act, SEBI Regulations and other relevant accounting
practices in India.
This discussion contains forward-looking statements and reflects our current views with respect to future events
and financial performance. Actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors such as those described under “Risk Factors” and “Forward Looking
Statements” on pages 36 and 24 respectively, and elsewhere in this Prospectus.
Unless otherwise indicated or the context requires otherwise, the financial information included herein is based
on our Restated Financial Statements as at and for theFiscals 2025, 2024 and 2023, included in this Prospectus.
For further information, see “Restated Financial Statements” beginning on page 296. Our Fiscal ends on March
31 of each year. Accordingly, all references to a particular Fiscal are to the 12 months ended March 31 of that
year.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Industry Report on Agrochemical Sector” dated March 24, 2025 and updated in August 2025 (the “CareEdge
Report”) prepared and released by CareEdge Research and exclusively commissioned and paid for by us in
connection with the Offer, appointed by us on November 5, 2024. A copy of the CareEdge Report is available on
the website of our Company at www.advanceagrolife.com. The data included herein includes excerpts from the
CareEdge Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data
or information (which may be relevant for the proposed Issue), 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. For more information, see “Risk Factors - Certain sections of this Prospectus disclose
information from the CareEdge Report which have been commissioned and paid for by us exclusively in
connection with the Issue and any reliance on such information for making an investment decision in the Issue
is subject to inherent risks” on page 77.
Business Overview
We are an agrochemical company engaged in manufacturing a wide range of agrochemical products that support
the entire lifecycle of crops. Our products are designed for use in the cultivation of major cereals, vegetables, and
horticultural crops across both agri-seasons (Kharif and Rabi) in India. Our major product portfolio includes
insecticides, herbicides, fungicides, plant growth regulators. We also manufacture other agrochemical products
such as micro-nutrient fertilizers and bio fertilizers. Further, as on date, we manufacture Technical Grade and
Formulation Grade agrochemicals products through our three integrated Manufacturing Facilities, located at
Jaipur, Rajasthan, India.
Our products are primarily sold domestically through direct sales to corporate customers on B-2-B basis, across
the country, particularly in nineteen (19) states and two (2) union territories. In addition to serving domestic
market, our products were also exported to seven (7) countries including UAE, Bangladesh, China (including
Hong Kong), Turkey, Egypt, Kenya and Nepal during the Fiscal Years 2025, Fiscal 2024 and Fiscal 2023.
Key Performance Indicators
In evaluating our business, we consider and use certain key performance indicators that are presented below as
350supplemental measures to review and assess our operating performance. The presentation of these key
performance indicators is not intended to be considered in isolation or as a substitute for the Restated Financial
Statements included in this Prospectus. We present these key performance indicators because they are used by our
management to evaluate our operating performance. Further, these key performance indicators may differ from
the similar information used by other companies, including peer companies, and hence their comparability may
be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to IndAs
measures of performance or as an indicator of our operating performance, liquidity, profitability or results of
operation. A list of our KPIs for the Fiscals 2025, 2024 and 2023 is set out below:
(₹ in million, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations(1) 5,022.60 4,558.99 3,978.06
EBITDA(2) 482.45 402.11 252.23
EBITDA Margin(3) (in %) 9.61% 8.82 6.34
Net Profit after tax (4) 256.38 247.32 148.68
Net Profit Margin(5) (in %) 5.10% 5.42 3.74
Return on Net Worth(6) (in %) 29.11% 39.30 34.46
Return on Capital Employed(7) (in %) 27.02% 37.62 34.38
Debt-Equity Ratio(8) 0.80 0.60 0.50
Days Working Capital(9) 74 55 48
As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025
Notes:
(1) Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the
profit/ (loss) before exceptional items and tax for the fiscal/period and adding back finance costs, depreciation, and amortization
expense.
(3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
(4) Net Profit after tax represents the restated profits of our Company after deducting all expenses.
(5) Net Profit margin is calculated as restated net profit after tax for the fiscal/period divided by revenue from operations.
(6) Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of the
fiscal/period divided by Average Net worth as at the end of the fiscal/period. Average net worth means the average of the net worth of
current and previous fiscal/period. Net worth means the aggregate value of the paid-up share capital and other equity.
(7) Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed. Average capital
employed is calculated as average of the total equity, including non-controlling interest, total debt (including borrowings and lease
liabilities) and deferred tax liabilities (net of deferred tax assets) of the current and previous fiscal/period.
(8) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings,
including lease liabilities. Total equity includes the aggregate value of the paid-up share capital, other equity and non-controlling
interest.
(9) Days Working Capital is arrived at by dividing working capital (current assets excluding cash and cash equivalents and bank balances
less current liabilities excluding short term borrowings and current lease liabilities) by revenue from operations multiplied by the number
of days in the fiscal/period (365)
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD
In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed
in this Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect
the business activities or profitability of our Company or the value of its assets or its ability to pay its material
liabilities within the next twelve months.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk
Factors” on page 36. Our results of operations and financial conditions are affected by numerous factors including
the following:
1. A major portion of our revenue from operations is dependent upon a limited number of customers and
the loss of any of these customers or loss of revenue from any of these customers could have a material
adverse effect on our business, financial condition, results of operations and cash flows.
3512. Our Manufacturing Facilities, Registered Office and Corporate Office are located in Jaipur in the state
of Rajasthan, India, whereas a majority of our revenue from operations are generated from key
agricultural belt states of India, including Rajasthan, Punjab, Uttar Pradesh, Haryana, Madhya Pradesh,
and Gujarat which exposes our operations to potential geographical concentration risks arising from local
and regional factors which may adversely affect our operations and in turn our business, results of
operations and cash flows.
3. We depend on a few suppliers for the supply of raw materials. Any failure to procure such raw materials
from these suppliers may have an adverse impact on our manufacturing operations and results of
operations.
4. Our business is sensitive to weather patterns, seasonal factors and climate change, which can impact
demand for our products and adversely affect our business, results of operations and financial condition.
5. We derive significant portion of our revenue from the sale of Formulation Grade agrochemical products,
and any decline in demand or pricing for these products could adversely affect our business, financial
condition, and results of operations.
6. We have significant working capital requirements and our inability to meet such working capital
requirements may have an adverse effect on our results of operations.
BASIS OF PREPARATION, MEASUREMENT AND MATERIAL ACCOUNTING POLICIES
Basis of Preparation and Measurement
(a) Restated Financial Statement of Compliance
The Restated Financial Statements of the Company comprise of Restated Balance Sheet as at March
31, 2025, March 31, 2024 and March 31, 2023, the Restated statement of Profit and Loss (including
Other Comprehensive Income), Restated Statement of Changes in Equity and the Restated Statement
of Cash Flows for the March 31, 2025, March 31, 2024 and March 31, 2023, the summary of material
accounting policies and explanatory notes (collectively, the ‘Restated Financial Statements’).
The restated summary statements of the Company have been prepared 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 Restated summary
statements.
These Restated Financial Statements have been prepared by the management as required under the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India
(“SEBI”), in pursuance of the Securities and Exchange Board of India Act, 1992, for the purpose of
inclusion in this Prospectus (“Prospectus”) in connection with the proposed initial public offering of
equity shares of Face Value Rs. 10 each of the company comprises of fresh issue of Equity Shares
(“IPO”), prepared by the Company in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as amended;
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”);
(b) Basis of Preparation:
The accounting policies set out below have been applied consistently to the periods presented in the
Restated Financial Statements. These Restated Financial Statements have been prepared on a going
concern basis.
(c) Basis of Measurement:
352The Restated Financial Statements have been prepared on a historical cost basis and accrual basis,
except for certain financial assets and liabilities measured at fair value or amortized cost method (refer
accounting policy regarding financial instruments) or revalued amount.
(d) Current and Non-Current Classification:
Based on the time involved between the acquisition of assets for processing and their realization in cash
and cash equivalents, the Company has identified twelve months as its operating cycle for determining
current and non-current classification of assets and liabilities.
(e) Functional and Presentation Currency:
The functional currency of the company is the Indian Rupee and the Restated Financial Statements has
been presented in Indian Rupees. All amounts have been rounded-off to the nearest millions and
decimals thereof, unless otherwise mentioned. Due to rounding off, the numbers presented throughout
the document may not add up precisely to the totals and percentages may not precisely reflect the
absolute figures.
(f) Use of estimates, assumptions and judgements:
The preparation of these restated financial statements in conformity with the recognition and
measurement principles of Ind AS requires, management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported balances of assets and
liabilities, disclosures relating to contingent assets and contingent liabilities as at the date of the restated
financial statements and the reported amounts of income and expenses for the years presented.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimates are revised and in any future periods
affected, and if material, their effects are disclosed in the notes to the restated financial statements.
Assumption and estimation uncertainties:
Information about assumptions and estimation uncertainties that have a significant risk of resulting in
a material adjustment in the amounts recognized in the Restated Financial Statements is included in the
following notes:
a) Impairment test of non-financial assets and financials assets.
b) Measurement of defined benefit obligations: key actuarial assumptions.
c) Recognition of deferred tax assets; availability of future taxable profit against which tax losses
carries forward can be used.
d) Recognition and measurement of provisions and contingencies: key assumptions about the
likelihood and magnitude of an outflow of resources.
(g) Fair value measurement:
The company measures financial instruments at fair value in accordance with accounting policies at each
reporting 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:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
353The 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 Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and
minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Restated summary statements
are categorized 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:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable
• 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 Restated summary statements on a recurring basis, the
Company determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorization (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 Company 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.
1. Material accounting policies
(a) Property, plant and equipment :
Recognition and Measurement
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated
impairment losses, if any. Freehold land is stated at cost.
The cost of an item of property, plant and equipment comprises:
its purchase price, including non-refundable purchase taxes, after deducting trade discounts and rebates.
a) any costs directly attributable to bringing the asset to the location and condition necessary for
it to be capable of operating in the manner intended by the management.
b) the initial estimate of the costs of dismantling and removing the item and restoring the site on
which it is located.
If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment and depreciated
accordingly.
Subsequent expenditure:
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated
with the expenditure will flow to the Company.
354Depreciation methods, estimated useful lives and residual value:
Depreciation is calculated on written down value basis using the useful lives as prescribed under
Schedule II to the Companies Act, 2013. If the management’s estimate of the useful life of a property
plant & equipment at the time of acquisition of the asset or of the remaining useful life on a subsequent
review is shorter than that envisaged in the aforesaid schedule, depreciation is provided at a higher rate
based on the management’s estimate of the useful life/remaining useful life.
Assets Useful Life
Building & Property 60 years
Furniture & Fixtures 10 years
Plant & Equipment 5 - 15 years
Computer & Peripherals 3 years
Computer Software 6 years
Vehicles 8 - 10 years
Depreciation on additions during the year is provided on pro rata basis with reference to month of
addition/installation.
The residual values are not more than 5% of the original cost of the asset. Assets costing less than ₹5,000
are fully charged to the Statement of profit & loss account in the year of acquisition.
De-recognition:
An item of property, plant and equipment and any significant part initially recognized is derecognized
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the statement of profit and loss when the asset is
derecognized.
(b) Capital Work-In-Progress:
Cost of assets not ready for intended use, as on balance sheet date is shown as capital work in progress.
Advances given towards acquisition of property, plant and equipment outstanding at each balance sheet
date are disclosed as other non-current assets.
(c) Investment Property :
Recognition and Measurement:
Land and Building held to earn rental or for capital appreciation or both, rather than for use in the
production or supply of goods or services or for administrative purposes: or sale in the ordinary course
of business is recognized as investment property. Land held for a currently undetermined future use is
also recognized as Investment Property. Investment property is measured initially at its cost, including
related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalized
to the asset’s carrying amount only when it is probable that future economic benefits associated with
the expenditure will flow to the Company and the cost of the item can be measured reliably. All other
repairs and maintenance costs are expensed when incurred. When part of an investment property is
replaced, the carrying amount of the replaced part is derecognized.
Gain or Loss on Disposal:
Any gain or loss on disposal of an Investment Property is recognized in the Statement of Profit and loss.
(d) Intangible Assets:
355Intangible asset including intangible assets under development are stated at cost, net of accumulated
amortization and accumulated impairment losses, if any. Intangible assets acquired separately are
measured on initial recognition at cost.
Intangible assets in case of ERP software are amortized on WDV basis over a period of 6 years, based
on management estimate. The amortization period and the amortization method are reviewed at the end
of each financial year.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite
lives are amortized over the useful economic life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortization period and the amortization
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 amortization period or method, as
appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible
assets with infinite lives is recognized in the statement of profit and loss unless such expenditure forms
part of carrying value of another asset.
De-recognition:
An item of property, plant and equipment and any significant part initially recognized is derecognized
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the statement of profit and loss when the asset is
derecognized.
(e) Impairment:
i. Impairment of Financial Assets:
The Company recognizes loss allowances for expected credit losses on:
financial assets measured at amortized cost;
- contract assets recognized under contract with customers; and
- financial assets measured at FVTOCI- debt investments.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are
credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
- significant financial difficulty of the borrower or issuer;
- a breach of contract such as a default or being past due for 90 days or more;
- the restructuring of a loan or advance by each entity in the Company on terms that such entity
would not consider otherwise;
- it is probable that the borrower will enter bankruptcy or other financial reorganization;
- the disappearance of an active market for a security because of financial difficulties.
The Company measures loss allowances at an amount equal to lifetime expected credit losses, except for
bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial
instrument) has not increased significantly since initial recognition, which are measured as 12 month
expected credit losses.
Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit
losses. Lifetime expected credit losses are the expected credit losses that result from all possible default
events over the expected life of a financial instrument. Twelve months expected credit losses are the
portion of expected credit losses that result from default events that are possible within 12 months after
356the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
In all cases, the maximum period considered when estimating expected credit losses is the maximum
contractual period over which the Company is exposed to credit risk. When determining whether the
credit risk of a financial asset has increased significantly since initial recognition and when estimating
expected credit losses, the Company considers reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative information
and analysis, based on the Companies historical experience and informed credit assessment and
including forward-looking information.
ii. Impairment of non-financial assets:
The Companies non-financial assets, other than inventories and deferred tax assets are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists,
then the asset's recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows are grouped together into
cash-generating units (CGUs). Each GU represents the smallest group of assets that generates cash
inflows that are largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair
value less costs to sell. Value in use is based on the estimated future cash flows, 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 GU (or the asset).
An impairment loss is recognized if the carrying amount of an asset or GU exceeds its estimated
recoverable amount. Impairment losses are recognized in the Statement of Profit and Loss. Impairment
loss recognized in respect of a CGU is allocated first to reduce the carrying amount of any goodwill
allocated to the GU, and then to reduce the carrying amounts of the other assets of the CGU (or group
of CGUs) on a pro rata basis.
In respect of other assets for which impairment loss has been recognized in prior periods, the Company
reviews at each reporting date whether there is any indication that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. Such a reversal is made only to the extent that the asset's carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or amortization, if no
impairment loss had been recognized.
(f) Inventories:
Inventories include finished goods, raw materials and Work in Progress. The inventory is valued at cost
or Net Realizable Value, whichever is lower. Cost is ascertained on FIFO Basis.
The cost of inventory include expenditure in purchasing the materials, production and conversion cost
and other relevant costs incurred in bringing them to their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and estimated costs necessary to make the sale.
(g) Financial Instruments:
i. Financial assets:
Initial recognition and measurement:
Financial assets are recognized when, and only when, the Company becomes a party to the contractual
provisions of the financial instrument. The Company determines the classification of its financial assets
at initial recognition.
357When financial assets are recognized initially, they are measured at fair value. Transaction costs that
are directly attributable to the acquisition or issue of financial assets, which are not at fair value through
profit or loss, are adjusted to the fair value on initial recognition.
Classification:
a) Cash and Cash Equivalents:
Cash comprises cash/cheques on hand and demand deposits with banks. Cash equivalents are
short-term balances (with an original maturity of three months or less from the date of
acquisition), highly liquid investment that are readily convertible into known amounts of cash
and which are subject to insignificant risk of changes in value.
b) Debt Instruments:
The Company classifies its debt instruments, as subsequently measured at amortized cost or
fair value through Other Comprehensive Income or fair value through profit or loss based on
its business model for managing the financial assets and the contractual cash flow
characteristics of the financial asset
i. Financial assets at amortized cost:
Financial assets are subsequently measured at amortized cost if these financial assets are held
for collection of contractual cash flows where those cash flows represent solely payments of
principal and interest. Interest income from these financial assets is included as a part of the
Company’s income in the Statement of Profit and Loss using the effective interest rate method.
ii. Financial assets at fair value through Other Comprehensive Income (FVTOCI):
Financial assets are subsequently measured at fair value through Other Comprehensive Income
if these financial assets are held for collection of contractual cash flows and for selling the
financial assets, where the assets cash flows represent solely payments of principal and
interest. Movements in the carrying value are taken through Other Comprehensive Income,
except for the recognition of impairment gains or losses, interest revenue and foreign exchange
gains or losses which are recognized in the Statement of Profit and Loss. When the financial
asset is derecognized, the cumulative gain or loss previously recognized in Other
Comprehensive Income is reclassified from Other Comprehensive Income to the Statement of
Profit and Loss.
iii. Financial assets at fair value through profit or loss (FVTPL):
Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value
through profit or loss. A gain or loss on such debt instrument that is subsequently measured at
FVTPL and is not part of a hedging relationship as well as interest income is recognized in the
Statement of Profit and Loss.
c) Equity Instruments:
The Company subsequently measures all equity investment (other than the investments in
subsidiaries, joint ventures and associates which are measured at cost) at fair value. Where the
Company has elected to present fair value gains and losses on equity investments in Other
Comprehensive Income (“OCI”), there is no subsequent reclassification of fair value of gains
and losses to profit or loss. Dividends from such investments are recognized in the Statement
of Profit and Loss as other income when the Company’s right to receive payment is
established.
The Company has made an irrecoverable election to present in Other Comprehensive Income
358subsequent changes in the fair value of equity investments that are not held for trading (except
investments in subsidiaries, joint ventures and associates which are measured at cost).
When the equity investment is de-recognized, the cumulative gain or loss previously
recognized in Other Comprehensive Income is reclassified from Other Comprehensive Income
to the Retained Earnings directly.
De-recognition:
A financial asset is de-recognized only when the Company has transferred the rights to receive cash
flows from the financial asset. Where the Company has transferred an asset, the Company evaluates
whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such
cases, the financial asset is de-recognized. Where the Company has not transferred substantially all risks
and rewards of ownership of the financial asset, the financial asset is not de-recognized. Where the
Company retains control of the financial asset, the asset is continued to be recognized to the extent of
continuing involvement in the financial asset.
ii. Financial liabilities:
Initial recognition and measurement:
Financial liabilities are recognized when and only when, the Company becomes a party to the
contractual provisions of the financial instrument. The Company determines the classification of its
financial liabilities at initial recognition.
All financial liabilities are recognized initially at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial liabilities, which are not at fair value through profit
or loss, are adjusted to the fair value on initial recognition.
Subsequent measurement:
After initial recognition, financial liabilities that are not carried at fair value through profit or loss are
subsequently measured at amortized cost using the effective interest method. Gains and losses are
recognized in the Statement of Profit and Loss when the liabilities are derecognized, and through the
amortization process
De-recognition:
A financial liability is de-recognized 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 a de-recognition of the original liability and the recognition of a
new liability, and the difference in the respective carrying amounts is recognized in the Statement of
Profit and Loss.
Equity Instruments:
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by a Company are recognized at the proceeds
received.
(h) Foreign Currencies:
Initial recognition:
Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency
amount the exchange rate between the reporting currency and the foreign currency at the date of the
transaction.
359Conversion:
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are
carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate
at the date of the transaction. Non-monetary items, which are measured at fair value or other similar
valuation denominated in a foreign currency, are translated using the exchange rate at the date when such
value was determined.
Exchange difference:
Exchange differences arising on the settlement of monetary items or on reporting monetary items of
Company at rates different from those at which they were initially recorded during the year, or reported
in previous Restated summary statements, are recognized as income or as expenses in the year in which
they arise except those arising from investments in non-integral operations.
The Company’s Restated summary statements are presented in Indian Rupee. The Company determines
the functional currency as Indian Rupee on the basis of primary economic environment in which the
entity operates.
(i) Leases:
The Company 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.
Company as a Lessor:
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the
terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract
is classified as a finance lease. All other leases are classified as operating leases.
For operating leases, rental income is recognized on a systematic basis according to contract of the
relevant lease.
Company as a lessee:
The Company applies a single recognition and measurement approach for all leases, except for short-
term leases and leases of low-value assets. The Company recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets:
The Company 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 accumulated 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 basis over the shorter of the lease term
and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the section of the accounting policies -
Impairment of non-financial assets.
360Lease Liability:
At the commencement date of the lease, the Company 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 receivable.
In calculating the present value of lease payments, the Company 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 (e.g.,
changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
(j) Borrowing costs:
General and specific borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset are capitalized during the period of time that is required to complete
and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalization. Other borrowing
costs are expensed in the period in which they are incurred.
(k) Cash and Cash Equivalent:
Cash and cash equivalent includes cash on hand, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value, and bank overdrafts.
(l) Statement of Cash Flows:
Cash flows are reported using the indirect method, whereby net profit before taxes for the period is
adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future
operating cash receipts or payments and item of income or expenses associated with investing or
financing cash flows. The cash flows from operating, investing and financing activities of the Company
are segregated.
(m) Earnings per share :
Basic earnings per share
Basic earnings per share is calculated by dividing:
- the profit attributable to owners of the company
- by the weighted average number of equity shares outstanding during the financial year,
adjusted for bonus elements in equity shares issued.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account:
- the profit attributable to owners of the company
- the weighted average number of additional equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity shares.
361(n) Revenue Recognition:
The Company derives revenues primarily from manufacturing and distributing of broad spectrum of
technical and formulated grade of agrochemical such as insecticides, fungicides, herbicides, and plant
growth regulators.
Ind AS 115 “Revenue from Contracts with Customers” provides a control- based revenue recognition
model and provides a five-step application approach to be followed for revenue recognition.
Identify the contract(s) with a customer;
• Identify the performance obligations;
• Determine the transaction price;
• Allocate the transaction price to the performance obligations;
• Recognize revenue when or as an entity satisfies performance obligations
Revenue from contracts with customers is recognized when control of the goods is transferred to the
customer, at an amount that reflects the consideration to which the Company expects to be entitled in
exchange for those goods. Revenue is recognized when no significant uncertainty exists as to its
realization or collection.
The amount recognized as revenue in its Statement of Profit and Loss is exclusive of Goods and Service
Tax and is net of discounts.
(o) Contract balances:
Trade receivables:
A receivable represents the Company’s right to 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 (h) Financial Instruments.
Contract liabilities:
A contract liability is the obligation to perform the services as agreed with the customer for which the
Company has received consideration (or an amount of consideration is due) from the customer. A
contract liability is recognized when the payment is made or the payment is due (whichever is earlier).
Contract liabilities are recognized as revenue when the Company performs under the contract.
Export benefits are accounted for in the year of exports based on eligibility and when there is no
uncertainty in receiving the same.
Other income:
Interest Income:
Interest income is accrued on time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discount estimated future cash receipts through the
expected life of the financial asset to the asset’s net carrying amount on initial recognition. Interest
income is included in other income in the statement of profit/loss.
(p) Employee benefits:
(i) During Employment benefits:
Short term employee benefits obligations:
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly
362within 12 months after the end of the period in which the employees render the related service are
recognized in respect of employee’s services up to the end of the reporting period and are measured at
the undiscounted amounts of the benefits expected to be paid when the liabilities are settled. The
liabilities are presented as current employee benefit obligations in the balance sheet.
Other Long-term employee benefit obligations:
The liabilities for compensated absences (annual leave) which are not expected to be settled wholly
within 12 months after the end of the period in which the employee render the related service are
presented as non-current employee benefits obligations. They are therefore measured as the present
value of expected future payments to be made in respect of services provided by employees up to the
end of the reporting period using the Projected Unit Credit method. The benefits are discounted using
the market yields at the end of the reporting period on government bonds that have terms approximating
to the terms of the related obligations. Re-measurements as a result of experience adjustments and
changes in actuarial assumptions (i.e. actuarial losses/ gains) are recognized in the Statement of Profit
and Loss.
The obligations are presented as current in the balance sheet, if the Company does not have an
unconditional right to defer settlement for at least twelve months after the reporting period, regardless
of when the actual settlement is expected to occur.
(ii) Post-Employment benefits:
(a) Defined contribution plans:
The Company pays provident fund contributions to publicly administered provident funds as
per local regulatory authorities. The Company has no further obligations once the contributions
have been paid. The contributions are accounted for as defined contribution plans and the
contributions are recognized as employee benefit expense when they are due.
(b) Defined benefit plans:
The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering
eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan
provides a lump sum payment to vested employees at retirement, death, incapacitation or
termination of employment, of an amount based on the respective employee’s salary and the
tenure of employment.
The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plans
is the present value of the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is actuarially determined using the
Projected Unit Credit method.
The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting period on
government bonds that have a terms approximating to the terms of the obligation.
The net interest cost, calculated by applying the discount rate to the net balance of the defined
benefit obligation and the fair value of the plan assets, is recognized as employee benefit
expenses in the statement of profit and loss.
Re-measurements gains and losses arising from experience adjustments and changes in
actuarial assumptions are recognized in the other comprehensive income in the year in which
they arise and are not subsequently reclassified to Statement of Profit and Loss.
Changes in the present value of the defined benefit obligation resulting from plan amendments
or curtailments are recognized immediately in profit or loss as past service cost.
363(iii) Termination benefits:
Termination benefits are payable when employment is terminated by the Company before the normal
retirement date or when an employee accepts voluntary redundancy in exchange for these benefits. In
case of an offer made to encourage voluntary redundancy, the termination benefits are measured based
on the number of employees expected to accept the offer.
(q) Taxes:
Income tax expense comprises of current tax expense and the net change in the deferred tax asset or
liability during the year. Current and deferred tax are recognized in the Restated Statement of Profit and
Loss (including other comprehensive income/(loss)), except when they relate to items that are recognized
in Other Comprehensive Income (OCI) or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity, respectively.
i. Current tax:
Current income tax for the current and prior periods are measured at the amount expected to be paid to
the taxation authorities based on the taxable income for that period. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted as at the date of Restated Balance
Sheet.
Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation
authority will accept an uncertain tax treatment. The Company shall reflect the effect of uncertainty for
each uncertain tax treatment by using either most likely method or expected value method, depending
on which method predicts better resolution of the treatment.
ii. Deferred tax:
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the
restated financial statements and the corresponding tax bases used in the computation of taxable profit
and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognized for all taxable temporary differences, and 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. Such assets and liabilities are not
recognized if the temporary difference arises from goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either
in other comprehensive income or in equity). Deferred tax items are recognized in correlation to the
underlying transaction either in OCI or directly in equity.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the asset to be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.
364(r) Provisions, Contingent Liabilities and Contingent Assets:
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result
of a past event and it is probable that an outflow of resources, that can be reliably estimated, will be
required to settle such an obligation.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the
liability. Unwinding of the discount is recognized in the Statement of Profit and Loss as a finance cost.
Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate.
A present obligation that arises from past events where it is either not probable that an outflow of
resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as
a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising
from past events, the existence of which will be confirmed only by the occurrence or non -occurrence
of one or more uncertain future events not wholly within the control of the Company.
Claims against the Company where the possibility of any outflow of resources in settlement is remote,
are not disclosed as contingent liabilities.
Contingent assets are not recognized in restated financial statements since this may result in the
recognition of income that may never be realized. However, when the realization of income is virtually
certain, then the related asset is not a contingent asset and is recognized.
(s) Segment Reporting:
The Company identifies operating segments based on the internal reporting provided to the chief
operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of Directors that makes strategic
decisions.
The Company operates in manufacturing and trading as a single business segment based on its products
and has one reportable segment, namely "Pesticides Products". Accordingly, separate disclosure for
business segment is not applicable. Based on the "Management Approach" as defined in Ind AS 108
"Operating Segment", the Company's Chief Operating Decision Maker (CODM) is Board of Directors
of the Company which regularly reviews the financial performance of the Company as whole. The
CODM monitors the operating results of its single business unit for the purpose of making decisions
about resource allocation and performance assessment.
The analysis of geographical segments is based on the areas in which customers of the company are
located.
PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS
Set forth below are the principal components of statement of profit and loss from our continuing
operations:
Income
Our total income comprises of (i) revenue from operations and (ii) other income.
Revenue from Operations
Revenue from operations comprises of: (i) sale of products; and (ii) Other Operating Income which includes
Export incentives;
365Other Income
Other income includes (i) income from job work; (ii) income from manpower supply; (iii) interest income; (iv)
foreign exchange gain (net); (v) insurance claim received; (vi) profit on sale of property, plant and equipments;
(vii) balance written back; (viii) miscellaneous income; (ix) rate difference.
Expenses
Our expenses comprise of: (i) cost of materials consumed; (ii) change in inventories of finished goods and work-
in-progress; (iii) manufacturing and operating expenses (iv) employee benefits expenses; (v) finance costs; (vi)
depreciation and amortization expense; and (vii) other expenses.
Cost of Material Consumed
Cost of Material Consumed denote the sum of opening stock, purchases of raw materials (net of discount) less
closing stock of raw materials.
Changes in inventories of finished goods, work in progress and stock-in-trade
Changes in inventories of finished goods and work in progress denote the difference between opening and closing
balance of Finished Goods and work in progress.
Manufacturing and Operating Expenses
Manufacturing and operating expenses (i) Consumables and Store Expenses, (ii) Freight Expenses and Installation
Expenses, (iii) Fuel and Electricity Expenses, (iv) Job Work Expenses; (v) Labour and Loading/Unloading Charges;
(vi) Other Professional Expenses; (vii) Repairs and Maintenance Expenses; (viii) Research and Development Expenses;
(ix) Shortage of Material and (x) Water Expenses.
Employee Benefits Expense
Employee benefits expenses include (i) Salaries, Wages and Bonus; (ii) Contributions to Provident and Other
Funds; (iii) Staff Welfare Expenses and (iv) Gratuity Expenses.
Finance Costs
Finance cost includes (i) Interest Expense on Banks; (ii) Interest Expense on Lease Liability; (iii) Interest Expense
on delayed payments; (iv) Bank Charges and (v) Processing Charges.
Depreciation and Amortisation expenses
Depreciation and amortisation expenses include (i) depreciation on tangible Property, Plant and Equipment; (ii)
depreciation of Right-of-use assets and (iii) amortisation of Intangible Assets.
Other Expenses
Other expenses include:
(i) Freight Outward Expenses; (ii) Discount Given; (iii) Commission and Brokerage; (iv) Advertisement and sales
promotion; (v) Insurance Expenses; (vi) Compensation Expenses; (vii) Donation; (viii) Legal and Professional
Fees; (ix) Office Expenses; (x) Penalty & Interest; (xi) Printing and Stationery; (xii) Travelling and Conveyance;
(xiii) Rates & Taxes; (xiv) Rent; (xv) Repairs and Maintenance Expense; (xvi) Corporate Social Responsibility
Activity Expenses; (xvii) Security Services Expenses; (xviii) Payment to Auditors (Statutory and Tax Audit);
(xix) Balance written off; (xx) Telephone Expenses; (xxi) Miscellaneous expenses and (xxii) Allowance for Credit
losses.
366Our Results of Operations
The following table sets forth selective financial data from our restated statement of profit and loss for the Fiscal
2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of revenue from
operations for such periods:
367(₹ in million unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount As a % of revenue Amount As a % of Amount As a % of
from operations revenue from revenue from
operations operations
Revenue
Revenue from Operations 5,022.60 100.12% 4,558.99 100.00% 3,978.06 100.00%
Other Income 6.16 0.12% 13.10 0.29% 1.66 0.04%
Total Income I 5,028.76 100.12% 4,572.09 100.29% 3,979.72 100.04%
Expenses
Cost of Materials Consumed 3,806.30 75.78% 3,616.11 79.32% 3,310.55 83.22%
Change In Inventories of Finished Goods And Work-In- 14.95 0.30% (8.74) (0.19)% (57.21) (1.44)%
Progress
Manufacturing and Operating Expenses 318.28 6.34% 211.12 4.63% 213.27 5.36%
Employee Benefits Expense 113.07 2.25% 94.05 2.06% 66.80 1.68%
Finance Costs 54.33 1.08% 35.36 0.78% 26.42 0.66%
Depreciation and Amortization Expenses 76.12 1.52% 33.85 0.74% 24.59 0.62%
Other Expenses 293.71 5.85% 257.44 5.65% 194.09 4.88%
Total Expenses II 4,676.76 93.11% 4,239.19 92.99% 3,778.51 94.98%
Profit Before Tax III (I- II) 352.00 7.01% 332.90 7.30% 201.21 5.06%
Less: Tax Expense
Current Tax 97.43 1.94% 88.57 1.94% 53.82 1.35%
Earlier Year Tax - 0.00% 0.02 0.00% - 0.00%
Deferred Tax (1.81) -0.04% (3.01) (0.07)% (1.29) (0.03)%
Total Tax Expense IV 95.62 1.90% 85.58 1.88% 52.53 1.32%
Profit for the Year (III-IV) 256.38 5.10% 247.32 5.42% 148.68 3.74%
368RESULTS OF OPERATIONS INFORMATION FOR FISCAL 2025 COMPARED WITH FISCAL 2024
(₹ in million unless stated otherwise)
Particulars Fiscal Fiscal 2024 Change in ₹ Change in %
2025 million
Revenue
Revenue from Operations 5,022.60 4,558.99 463.61 10.17%
Other Income 6.16 13.10 -6.93 -52.94%
Total Income 5,028.76 4,572.09 456.67 9.99%
Expenses
Cost of Materials Consumed 3,806.30 3,616.11 190.19 5.26%
Change In Inventories of Finished 14.95 (8.74) 23.70 -271.01%
Goods And Work-In-Progress
Manufacturing and Operating 318.28 211.12 107.16 50.76%
Expenses
Employee Benefits Expense 113.07 94.05 19.02 20.22%
Finance Costs 54.33 35.36 18.97 53.66%
Depreciation and Amortization 76.12 33.85 42.27 124.88%
Expenses
Other Expenses 293.71 257.44 36.28 14.09%
Total Expenses 4,676.76 4,239.19 437.57 10.32%
Profit Before Tax (I- II) 352.00 332.90 19.10 5.74%
Less: Tax Expense
Current Tax 97.43 88.57 8.86 10.00%
Earlier Year Tax - 0.02 (0.02) -100.00%
Deferred Tax (1.81) (3.01) 1.20 -39.94%
Total Tax Expense 95.62 85.58 10.04 11.73%
Profit for the Year (III-IV) 256.38 247.32 9.06 3.66%
Total Income
Our total income has increased by 9.99% from ₹4,572.09 million in Fiscal 2024 to ₹5,028.76 million in Fiscal
2025 due to overall increase in revenue from operations.
Revenue from Operations
Our revenue from operations has increased by 10.17% to ₹5,022.60 million in Fiscal 2025 from ₹4,558.99 million
in Fiscal 2024 majorly due to increase domestic sales.
Other Income
Our other income decreased by 52.94% from ₹13.10 million in Fiscal, 2024 to ₹6.16 million in Fiscal 2025
primarily due to one time income from manpower supply of ₹9.80 million in fiscal 2024.
Total Expenses
Our total expenses increased by 10.32%, to ₹4,676.76 million in Fiscal 2025 from ₹4,239.19 million in the fiscal
2024. This rise was primarily driven by an increase in the cost of material consumed by ₹190.19 million, Change
in Inventories of Finished Goods and Work-In-Progress by ₹23.70 million, employee benefit expenses by ₹19.02
million, finance costs by ₹18.97 million, depreciation and amortization expenses by ₹42.27 million, other
expenses by ₹36.28 million and Manufacturing and Operating Expenses by ₹107.16 million.
369Cost of Material Consumed
Cost of material consumed increased from ₹3,616.11 million in Fiscal 2024 to ₹3,806.30 million in Fiscal 2025,
primarily due to higher production requirements in Fiscal, 2025.
Changes in Inventories of Finished Goods and Work-In-Progress
The change in inventories of Finished Goods and Work-In-Progress increased from ₹ (8.74) million in Fiscal
2024, to ₹14.95 million in Fiscal 2025. This increase was primarily due to rise in accumulation of stock.
Manufacturing and Operating Expenses
Manufacturing and Operating Expenses decreased by 50.76% from ₹211.12 million in the Fiscal 2024 to ₹318.28
million in the Fiscal 2025, primarily due to increase in consumable and store expenses, Freight and installation
expenses, fuel and electricity expenses, repair and maintenance expense and labour and loading and unloading
charges.
Employee Benefit Expenses
Employee Benefit Expenses increased by 20.22% to ₹113.07 million in Fiscal 2025 from ₹94.05 million in Fiscal
2024. This increase was primarily attributable to an increase in salaries, wages and bonus by ₹17.37 million as
the Company set up its new Manufacturing Facility in Fiscal 2025.
Finance Cost
The finance cost increased by 53.66%, to ₹54.33 million in Fiscal 2025 from ₹35.36 million in Fiscal 2024. The
main reason being rise in interest expenses on Banks to ₹48.53 million in Fiscal 2025 from ₹29.75 million in
Fiscal 2024.
Depreciation and Amortization Expenses
The depreciation and amortization expense increased by 124.88% to ₹76.12 million in Fiscal 2025 from ₹33.85
million in Fiscal 2024. This rise is mainly due to increase in depreciation on tangible property, plant and equipment
from ₹33.47 million in Fiscal 2024 to ₹74.43 million in Fiscal, 2025 as the Company set up its new Manufacturing
Facility in Fiscal 2025.
Other Expenses
Other expenses increased by 14.09% from ₹257.44 million in Fiscal 2024 to ₹293.71 million in Fiscal 2025. The
primary contributors to this increase were additions in discounts given by ₹16.35 million, advertisement and sales
promotion ₹5.77 million, Legal and Professional Fees by ₹13.92 million, penalty and interest by ₹9.54 million
and rates and taxes by ₹14.23 million. However, this was partially offset by decrease in commission & brokerage
by ₹7.87 million, compensation expenses by ₹6.27 million, travelling and conveyance expenses by ₹18.95 million.
Profit Before Tax
Due to reasons mentioned above, the profit before tax increased by 5.74%, rising to ₹352.00 million in Fiscal
2025 from ₹332.90 million in Fiscal 2024.
Tax Expenses
Total tax expenses increased by 11.73%, to ₹95.62 million in Fiscal 2025 from ₹85.58 million in Fiscal 2024. The
increase is on account of rise in current tax, which increased by 10.00%, to ₹97.43 million in Fiscal 2025 from
₹88.57 million in Fiscal 2024. Deferred tax decreased to ₹ (1.81) million in Fiscal 2025 from ₹(3.01) million in
Fiscal 2024.
370Profit After Tax
Our PAT increased by 3.66% in Fiscal 2025 primarily due to improved operational efficiency and increase in
revenue.
RESULTS OF OPERATIONS INFORMATION FOR FISCAL 2024 COMPARED WITH FISCAL 2023
Particulars Fiscal 2024 Fiscal 2023 Change in ₹ Change in %
million
Revenue
Revenue from Operations 4,558.99 3,978.06 580.93 14.60%
Other Income 13.10 1.66 11.43 688.51%
Total Income 4,572.09 3,979.72 592.37 14.88%
Expenses
Cost of Materials Consumed 3,616.11 3,310.55 305.56 9.23%
Change In Inventories of Finished
(8.74) (57.21) 48.47 (84.72)%
Goods And Work-In-Progress
Manufacturing and Operating
211.12 213.27 (2.15) (1.01)%
Expenses
Employee Benefits Expense 94.05 66.80 27.25 40.79%
Finance Costs 35.36 26.42 8.93 33.80%
Depreciation and Amortization
33.85 24.59 9.26 37.64%
Expenses
Other Expenses 257.44 194.09 63.35 32.64%
Total Expenses 4,239.19 3,778.51 460.68 12.19%
Profit Before Tax (I- II) 332.90 201.21 131.69 65.45%
Less: Tax Expense
Current Tax 88.57 53.82 34.75 64.56%
Earlier Year Tax 0.02 - 0.02 -
Deferred Tax (3.01) (1.29) (1.72) 133.80%
Total Tax Expense 85.58 52.53 33.06 62.94%
Profit for the Year (III-IV) 247.32 148.68 98.63 66.34%
Total Income
Our total income has increased by 14.88% to ₹4,572.09 million in Fiscal 2024 from ₹3,979.72 million in Fiscal
2023 due to overall increase in revenue from operations.
Revenue from Operations
Our revenue from operations has increased by 14.60% from ₹3,978.06 million in Fiscal 2023 to ₹4,558.99 million
in Fiscal 2024 majorly due to increase Domestic sales.
Other Income
Our other income increased by 688.51% from ₹1.66 million in Fiscal, 2023 to ₹13.10 million in Fiscal 2024
primarily due to income from manpower supply of ₹9.80 million
Total Expenses
Our total expenses increased by 12.19%, from ₹3,778.51 million in Fiscal 2023 to ₹4,239.19 million in the fiscal
2024. This rise was primarily driven by an increase in the cost of material consumed by ₹305.56 million, Change
in Inventories of Finished Goods and Work-In-Progress by ₹48.47 million, employee benefit expenses by ₹27.25
371million, finance costs by ₹8.93 million, depreciation and amortization expenses by ₹9.26 million and other
expenses by ₹63.35 million. However, this increase was partially offset by decrease in Manufacturing and
Operating Expenses by ₹2.15 million.
Cost of Material Consumed
Cost of material consumed increased from ₹3,310.55 million in Fiscal 2023 to ₹3,616.11 million in Fiscal 2024,
primarily due to higher production requirements due to increase in production capacity in Fiscal, 2024.
Changes in Inventories of Finished Goods and Work-In-Progress
The change in inventories of Finished Goods and Work-In-Progress increased from ₹ (57.21) million in Fiscal
2023, to ₹(8.74) million in Fiscal 2024. This increase was primarily due to rise in accumulation of stock.
Manufacturing and Operating Expenses
Manufacturing and Operating Expenses decreased by 1.01% from ₹213.27 million in Fiscal 2023, to ₹211.12
million in the Fiscal 2024, primarily due to decrease in consumable and store expenses and Freight and installation
expenses in spite of increase in fuel and electricity expenses, repair and maintenance expense and labour and
loading and unloading charges.
Employee Benefit Expenses
Employee Benefit Expenses increased by 40.79% from ₹66.80 million in Fiscal 2023 to ₹94.05 million in Fiscal
2024. This increase was primarily attributable to an increase in salaries, wages and bonus by ₹24.20 million as
the Company set up its new Manufacturing Facility.
Finance Cost
The finance cost increased by 33.80%, from ₹26.42 million in Fiscal 2023 to ₹35.36 million in Fiscal 2024. The
main reason being rise in interest expenses on Banks from ₹21.17 million in Fiscal 2023 to ₹29.75 million in
Fiscal 2024.
Depreciation and Amortization Expenses
The depreciation and amortization expense increased by 37.64%, from ₹24.59 million in Fiscal 2023 to ₹33.85
million in Fiscal 2024. This rise is mainly due to increase in depreciation on tangible property, plant and equipment
from ₹24.23 million in Fiscal 2023 to ₹33.47 million in Fiscal, 2024 as the Company set up its new Manufacturing
Facility.
Other Expenses
Other expenses increased by 32.64% from ₹194.09 million in Fiscal 2023 to ₹257.44 million in Fiscal 2024. The
primary contributors to this increase were additions in discounts given by ₹23.39 million, travelling and
conveyance by ₹13.66 million, and freight outward expenses by ₹13.01 million. However, this was partially offset
by decrease in advertisement and sales promotion by ₹2.81 million, Legal and Professional Fees by ₹2.68 million
and rates & taxes by ₹1.72 million.
Profit Before Tax
Due to reasons mentioned above, the profit before tax increased by 65.45%, rising from ₹201.21 million in Fiscal
2023 to ₹332.90 million in Fiscal 2024.
Tax Expenses
Total tax expenses increased by 62.94%, from ₹52.53 million in Fiscal 2023 to ₹85.58 million in Fiscal 2024. The
increase is on account of rise in current tax, which increased by 64.56%, from ₹53.82 million in Fiscal 2023 to
₹88.57 million in Fiscal 2024. Deferred tax decreased from ₹ (1.29) million in Fiscal 2023 to ₹(3.01) million in
372Fiscal 2024.
Profit After Tax
Our PAT increased by 66.34% in Fiscal 2024 primarily due to improved operational efficiency, procurement
advantages arising from higher volumes, and better supplier terms. The Company sources raw materials
domestically, and pricing is determined through direct negotiations. Improved capacity utilization during the year
also helped reduce fixed cost burden per unit, contributing to higher margins.
Cash Flow
The table below summaries our cash flows from our Restated Financial Information for the fiscals 2025, 2024 and
2023:
(₹ in million, unless otherwise stated)
Particulars Fiscal
2025 2024 2023
Net cash flow generated from/ (utilized in) operating activities (A) 57.13 148.41 62.32
Net cash flow generated from/ (utilized in) investing activities (B) (338.71) (310.84) (80.71)
Net cash flow generated from/ (utilized in) financing activities (C) 282.77 166.29 14.42
Net (decrease)/ increase in cash & cash equivalents (A+B+C) 1.19 3.85 (3.97)
Cash and cash equivalents at the beginning of the year 4.58 0.73 4.70
Cash and cash equivalents at the end of the year 5.77 4.58 0.73
Cash flow from Operating Activities
For the Fiscal 2025
Net cash generated from operating activities for the Fiscal 2025 was ₹57.13 million. While our profit before tax
for the Fiscal 2025 was ₹352.00 million, our operating profit before working capital changes was ₹479.40 million.
This was primarily due to adjustments for finance cost of ₹54.33 million and depreciation and amortisation
expenses of ₹76.12 million. This was offset by net foreign exchange gain on fluctuations ₹2.10 million and interest
income of ₹0.95 million. Changes in working capital for Fiscal 2025 primarily consisted of increase in inventories
of ₹387.10 million, increase in trade receivables of ₹199.19 million, increase in other current financial assets of
₹0.71 million, increase in other current assets of ₹50.14 million, increase in other non current assets ₹0.80 million,
increase in trade payables of ₹317.03 million, decrease in other current liabilities of ₹21.91 million, increase in
short-term provisions of ₹1.48 million, increase in long-term provisions of ₹1.48 million and decrease in other
current financial liabilities of ₹6.66 million. Our income taxes paid was ₹75.75 million for the Fiscal 2025.
For the Fiscal 2024
Net cash generated in operating activities for the Fiscal 2024 was ₹148.41 million. While our profit before tax for
the Fiscal 2024 was ₹332.90 million, our operating profit before working capital changes was ₹400.12 million.
This was primarily due to adjustments for finance cost of ₹35.36 million and depreciation and amortisation
expenses of ₹33.85 million. This was offset by net foreign exchange gain on fluctuations of ₹1.29 million, interest
income of ₹0.58 million and loss / (profit) on sale of property, plant and equipment (Net) ₹0.12 million. Changes
in working capital for the Fiscal, 2024 primarily consisted of increase in inventories of ₹100.85 million, increase
in trade receivables of ₹386.70 million, increase in other current financial assets of ₹0.11 million, increase in other
current assets of ₹22.26 million, increase in other non current assets ₹6.20 million, increase in trade payables of
₹335.23 million, decrease in other current liabilities of ₹5.44 million, increase in short-term provisions of ₹0.12
million, increase in long-term provisions of ₹0.66 million and increase in other current financial liabilities of ₹2.11
million. Our income taxes paid was ₹68.28 million for the Fiscal 2024.
For the Fiscal 2023
Net cash generated from operating activities for the Fiscal 2023 was ₹62.32 million. While our profit before tax
for the Fiscal 2023 was ₹201.21 million, our operating profit before working capital changes was ₹250.56 million.
This was primarily due to adjustments for finance cost of ₹26.42 million and depreciation and amortisation
expenses of ₹24.59 million. This was offset by net foreign exchange gain on fluctuations ₹1.40 million and interest
373income of ₹0.26 million. Changes in working capital for Fiscal 2023 primarily consisted of increase in inventories
of ₹92.60 million, increase in trade receivables of ₹384.63 million, increase in other current financial assets of
₹0.09 million, increase in other current assets of ₹74.90 million, increase in trade payables of ₹404.26 million,
decrease in other current liabilities of ₹10.76 million, increase in short-term provisions of ₹0.03 million, increase
in long-term provisions of ₹0.67 million and decrease in other current financial liabilities of ₹5.63 million. Our
income taxes paid was ₹35.86 million for the Fiscal 2023.
Cash flow from Investing Activities
For the Fiscal 2025
Net cash flow utilized in investing activities was ₹338.71 million for the Fiscal 2025. This reflected the capital
expenditure made towards addition in property, plant & equipment and capital work-in-progress ₹331.48 million,
investment in fixed deposits of ₹5.70 million and addition in intangible assets and intangible asset under
development ₹4.58 million. These payments were partially offset by proceeds interest received ₹3.05 million.
For the Fiscal 2024
Net cash flow utilized in investing activities was ₹310.84 million for the Fiscal 2024. This reflected the capital
expenditure made towards addition in property, plant & equipment and capital work-in-progress ₹302.41 million
and investment in fixed deposits of ₹9.90 million. These payments were partially offset by proceeds from sale of
property, plant & equipment of ₹0.90 million and interest received ₹0.57 million.
For the Fiscal 2023
Net cash flow utilized in investing activities was ₹80.71 million for the Fiscal 2023. This reflected the capital
expenditure made towards addition in property, plant & equipment and capital work-in-progress ₹82.01 million.
This payment were partially offset by proceeds from redemption of fixed deposits of ₹1.05 million and interest
received ₹0.25 million.
Cash flow from Financing Activities
For the Fiscal 2025
Net cash flow generated from financing activities was ₹282.77 million for the Fiscal 2025 consisting of proceeds
from long term borrowings of ₹8.70 million, proceeds from short term borrowings of ₹329.91 million, interest
paid on lease liabilities ₹0.64 million, principal payment of lease liabilities ₹1.51 million and finance cost paid of
₹53.69 million.
For the Fiscal 2024
Net cash flow generated from financing activities was ₹166.29 million for the Fiscal 2024 consisting of proceeds
from long term borrowings of ₹79.89 million, proceeds from short term borrowings of ₹122.15 million, interest
paid on lease liabilities ₹0.09 million, principal payment of lease liabilities ₹0.39 million and finance cost paid of
₹35.27 million.
For the Fiscal 2023
Net cash flow generated from financing activities was ₹14.42 million for the Fiscal 2023 consisting of proceeds
from long term borrowings of ₹25.26 million, proceeds from short term borrowings of ₹15.91 million, interest
paid on lease liabilities ₹0.12 million, principal payment of lease liabilities ₹0.33 million and finance cost paid of
₹26.30 million.
Financial Indebtedness
As of March 31, 2025, we had total borrowings (consisting of long term borrowings and short term borrowings)
of ₹792.45 million of which ₹154.43 million was long term borrowings (including current maturities) and ₹638.01
million was short term borrowings. For further information on our agreements governing our outstanding
374indebtedness, see “Financial Indebtedness” on page 343.
Contingent Liabilities and Commitments
The following table sets forth our contingent liabilities as at Fiscal 2025, Fiscal 2024 and Fiscal 2023 as per the
Restated Financial Information:
(₹ in millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Contingent liabilities
Central Excise and Service Tax* - 0.27 -
Corporate Social Responsibility 12.57 - -
Goods and Service Tax 2.70 - -
*Favorable order was passed by the appellate authority in favor of the company on January 13, 2025.
It is not practical for our Company to estimate the timings of cash outflow, if any in respect of above pending
resolutions of the respective proceedings.
Related Party Transactions
We enter into various transactions with related parties. For further information, see “Restated Financial
Information – Note 43- Related Party Transactions” on page 337.
Quantitative and Qualitative Disclosure about Market Risks
Market risk
Market Risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices, which will affect the Company's income or the value of its holding or financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.
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).
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’s exposure to the risk of changes in market interest rates relates
primarily to the Company’s short-term debt obligations with floating interest rates.
Credit Risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the
contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit
limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining
necessary approvals for credit.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with
financial liabilities that are settled by delivering cash or another financial asset. The Company's approach for
managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they are due, under
375both normal and stressed conditions, without incurring unacceptable losses or risking damage to Company’s
reputation, typically the company ensures that it has sufficient cash on demand to meet expected operational
expenses, servicing of financial obligations.
Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any
entity that have been established for the purposes of facilitating off-balance sheet arrangements.
Effect of Inflation
We are affected by inflation as it has an impact on the raw material costs, labor wages, and operational expenses.
To mitigate this, we continuously adjust our pricing and margins to absorb the inflationary impact while ensuring
sustainable profitability.
Reservations, Qualifications and Adverse Remarks
There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated Financial
Information of our Company for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023
and the examination report thereon.
In addition, our Statutory Auditors are required to comment upon the matters included in the Companies (Auditor's
Report) Order, 2020/ Companies (Auditor's Report) Order, 2016 (together, the “CARO Report”) issued by the
Central Government of India under Section 143(11) of the Companies Act, 2013 on the audited financial
statements as at and for Fiscal 2025, 2024, 2023. Our Statutory Auditor have included remarks in connection with
the CARO Report on the audited financial statements of our Company as at and for Fiscals 2025, 2024, 2023.
For Fiscal 2025
CARO Clause (ii)(b)- Quarterly Statement filed with bank
The company has been sanctioned working capital limit in excess of five crore rupees in aggregate from
banks/financial institutions on the basis of the security of the current assets of the company during the year. The
quarterly returns/statements filed by the company with such banks/ financial institutions are not in agreement
with the books of accounts of the company in respect of the following:
Refer Note below:
Particulars Quarter As per Books As per Statement Reason for difference
ended (Rs. in Millions) (Rs. in Millions)
Invoices entry data
Stock Jun-24 616.37 600.04
correction
Invoices entry data
Stock Sep-24 553.67 587.84
correction
Invoices entry data
Stock Dec-24 572.77 501.78
correction
Invoices entry data
Stock Mar-25 877.96 853.43
correction
Debtors Mar-25 1630.65 1423.47 Issue of Debit Note etc.
Issue of Debit Note by
Creditors of suppliers in March and
Mar-25 1562.28 1298.50
Goods Expense creditors included
in book figures
Clause vii(b) of CARO, 2020 Order
There are no dues in respect of the statutory dues referred in paragraph (vii)(a) which have not been deposited
on account of any dispute except the following:
376Name of the statute Nature of the Amount (in Amount paid Period to Forum
disputed dues Millions) under protest which the where
amount dispute is
relates pending
GST
Goods & Service Disallowances
2.70 Nil 2019-20 Appellate
Act, 2017 of ITC
Authority
For Fiscal 2024
CARO Clause (ii)(b)- Quarterly Statement filed with bank
The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, during the year,
from bank on the basis of security of current assets. The quarterly returns and statements comprising stock and
creditors statements, book debt statement filed by the Company with such banks are having following difference
with the unaudited books of accounts, of the respective quarters.
Refer Note (1) below
Particulars Quarter As per Books As per Statement Reason for difference
ended (Rs. in Millions) (Rs. in Millions)
Stock Jun-23 494.58 490.64 Invoices entry data correction
Stock Sep-23 520.21 422.11 Invoices entry data correction
Stock Dec-23 498.57 406.89 Invoices entry data correction
Stock Mar-24 488.98 418.90 Invoices entry data correction
Debtors Mar-24 1,121.14 1,065.28 Issue of Debit Note etc.
Creditors of Mar-24 903.82 769.52 Issue of Debit Note by
Goods suppliers in March and
Expense creditors included in
book figures
Clause vii(b) of CARO, 2020 Order
The statutory dues have not been deposited on account of any dispute, then the amounts involved and the forum
where dispute is pending shall be mentioned
Name of the statute Nature of the Amount (in Period to which the Forum where dispute is
disputed Millions) amount relates pending
dues
CGST Act Tran -1 0.27 2017-18 GST Appellate Authority
Clause xx(a) of CARO, 2020 Order
In respect of other than on-going projects, the company has not transferred unspent amount to a Fund specified
in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in
compliance with second proviso to sub-section (5) of section 135 of the said Act;
Financial year Amount unspent on CSR Amount transferred to Amount transferred
activities other than On- Fund specified in Schedule after the due date
going Projects(in Millions) VII within 6 months from (specify the date of
the end of the FY deposit)
2020-21 1.78 - -
2021-22 1.77 - -
2022-23 2.31 - -
2023-24 1.16
377For Fiscal 2023
Clause xx(a) of CARO, 2020 Order
In respect of other than on-going projects, the company has not transferred unspent amount to a Fund specified
in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in
compliance with second proviso to sub-section (5) of section 135 of the said Act;
Financial year Amount unspent on CSR Amount transferred to Amount transferred
activities other than On- Fund specified in Schedule after the due date
going Projects(in Millions) VII within 6 months from (specify the date of
the end of the FY deposit)
2020-21 1.78 - -
2021-22 1.77 - -
2022-23 2.31 - -
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last
three Financial Years.
Unusual or Infrequent Events or Transactions
As on date, there have been no unusual or infrequent events or transactions including unusual trends on account
of business activity, unusual items of income, change of accounting policies and discretionary reduction of
expenses.
Significant Economic Changes that materially affected or are likely to affect income from continuing
operations;
To the best of our management's knowledge, apart from the factors discussed under the section titled “Significant
Factors Affecting Our Financial Condition and Results of Operations,” there are no other major economic changes
that have materially impacted or are likely to impact income from continuing operations.
Known trends or uncertainties that have had or are expected to have a Material Adverse Impact on Sales,
Revenue or Income from Continuing Operations;
Other than as described in the section titled “Risk Factors” on page 36 and in this chapter, to our knowledge
there are no known trends or uncertainties that are expected to have a material adverse impact on revenues or
income of our Company from continuing operations.
Future changes in relationship between costs and revenues, in case of events such as future increase in
labour or material costs or prices that will cause a material change are known;
Other than as described in chapter titled “Risk Factors” on page 36 and in this section, to our knowledge there
are no known factors that might affect the future relationship between cost and revenue.
Extent to which material increases in net sales or revenue are due to increased sales volume, introduction
of new products or services or increased sales prices;
Our business has been impacted by the trends outlined above and is expected to remain influenced by these trends
and the uncertainties detailed in the “Risk Factors” section on page 36. The changes in revenue over the past three
Fiscals are discussed in the sections “Results of Operations: Fiscal 2025 vs. Fiscal 2024” and “Results of
Operations: Fiscal 2024 vs. Fiscal 2023” mentioned earlier.
378New Products Or Business Segments
Other than as described in “Our Business” on page 216, there are no new products or business segments in which
we operate.
Seasonality of Business
Our business is subject to seasonal variations due to changing agricultural cycles, weather patterns, and crop-
specific demands across different months and quarters of the fiscal year. For risks associated with the seasonality
of our business, see “Risk Factors – We face competition in relation to our offerings, including from competitors
that may have greater financial and marketing resources. Failure to compete effectively may have an adverse
impact on our business, financial condition, results of operations and prospects” on page 60.
Significant Dependence on a Single or Few Customers
The percentage of revenue from operations derived from our top customers is given below:
(in ₹ million, unless otherwise stated)
Particulars As on Fiscal 2025 As on Fiscal 2024 As on Fiscal 2023
Amount (in As a Amount As a percentage Amount (in ₹ As a
₹ million) percentage (in ₹ of revenue from million) percentage of
of revenue million) operations (in revenue from
from %) operations (in
operations %)
(in %)
Top 1 customers 879.98 17.53% 472.31 10.36% 624.92 15.71%
Top 5 customers 2,595.13 51.70% 1,757.37 38.55% 1,340.61 33.70%
Top 10 customers 3,486.97 69.47% 2,503.36 54.91% 1,847.43 46.44%
As certified by Statutory Auditors pursuant to their certificate dated September 18, 2025
Competitive Conditions
We expect competition in our industry from existing and potential competitors to intensify. For further details on
competitive conditions that we face across our various business segments, please see “Our Business”, “Industry
Overview” and “Risk Factors” on pages 216, 157 and 36.
379SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or
regulatory authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined
below); involving our Company, its Directors, the Promoters, KMPs, SMPs and the Group Companies ("Relevant
Parties"). Further, there are no disciplinary actions (including penalties) imposed by SEBI or the Stock Exchanges
against our Promoters in the last five (5) FYs, including any outstanding action.
For the purpose of material litigation in (d) above, our Board in its meeting held on March 21, 2025 has
considered and adopted the following policy on materiality for identification of material outstanding litigation
involving the Relevant Parties (“Materiality Policy”). In accordance with the Materiality Policy, all outstanding
litigation, including any litigation involving the Relevant Parties, other than criminal proceedings and actions by
regulatory authorities and statutory authorities, will be considered material if:
(i) the omission of an event or information, whose value or the expected impact in terms of value exceeds
the limits as prescribed under the SEBI Listing Regulations (as amended from time to time) i.e.:
a) two percent of turnover, as per the last annual restated financial statements of the Company;
or
b) two percent of net worth, except in case of the arithmetic value of the networth is negative, as
per the last annual restated financial statements of the Company; or
c) five percent of the average of absolute value of profit or loss after tax, as per the last three
annual restated financial statements of the Company.
Accordingly, any transaction exceeding the lower of i, ii or iii will be considered for the above purpose;
or
(ii) where the decision in one case is likely to affect the decision in similar cases, even though the amount
involved in individual litigation does not exceed the amount determined as per clause (i) above, and the
amount involved in all of such cases taken together exceeds the amount determined as per clause (i)
above; and
(iii) any such litigation which does not meet the criteria set out in (i) above and an adverse outcome in which
would materially and adversely affect the operations or financial position of the Company.
It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties, unless otherwise
decided by our Board, are not evaluated for materiality until such time that the Relevant Parties are impleaded
as defendants in litigation proceedings before any judicial forum.
Except as stated in this Section, there are no outstanding material dues to creditors of our Company. For this
purpose, our Board has considered and adopted a policy of materiality for identification of material outstanding
dues to creditors by way of its resolution dated March 21, 2025. In terms of the materiality policy, creditors of
our Company to whom amounts outstanding dues to any creditor of our Company exceeding ₹79.38 million i.e.
5% of the total trade payables of our Company as per the latest Restated Financial Statements of our Company
disclosed in this Prospectus, would be considered as material creditors. The trade payables of our Company as
on March 31, 2025 were ₹1,587.60 million. Details of outstanding dues to micro, small and medium enterprises
and other creditors separately giving details of number of cases and amount involved, shall be uploaded and
disclosed on the website of the Company as required under the SEBI ICDR Regulations.
For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information
available with our Company regarding the status of the creditor as defined under the Micro, Small and Medium
Enterprises Development Act, 2006 as amended, read with the rules and notification thereunder, as amended, as
has been relied upon by the Statutory Auditors.
380Unless stated to the contrary, the information provided below is as of the date of this Prospectus.
All terms defined in a particular litigation disclosure pertains to that litigation only.
I. Litigation involving our Company
A. Litigation filed against our Company.
1. Criminal proceedings
State of Haryana through Surajbhan, Sub-Divisional Agricultural Officer, Ambala, Deputy Director
Agriculture, Ambala vs. Yuraj (Deputy Manager), HLRDC Naraingarh, M/s HLRDC, Devilal
Jangid and Advance Agrolife Limited– COMA 1585 of 2017
State of Haryana through Surajbhan, Sub-Divisional Agricultural Officer, Ambala, Deputy Director
Agriculture, Ambala (“Complainant”) has filed a complaint bearing no. COMA 1585 of 2017, before
the Hon’ble Chief Magistrate Ambala (“Hon’ble Court”), against HLRDC Naraingarh (“Accused 1”),
M/s HLRDC (“Accused 2”), Devilal Jangid (“Accused 3”) and Advance Agrolife Limited (“Accused
4”) (Accused 1, Accused 2, Accused 3 and Accused 4 collectively referred to as the “Accused”) under
section 29 of the Insecticides Act, 1968 and the rules made thereunder for violation of section 3(k), 17
and 18 of the Insecticides Act, 1968. The Complainant visited Accused 4 to draw samples of Phorate
10% CC manufactured and sold by Accused 4. On analysis of the sample, it was found that the said
insecticide was misbranded as the sample does not conform to the relevant specification in the active
ingredient content. Further, on request of Accused 4 second batch of referee sample were sent for
analysis. On reanalysis the said insecticide was once again declared misbranded. Hence, the present
complaint was filed against the Accused for violation of section 18(1)(c) (for storing and selling
misbranded insecticides) and section 17(1)(a) (for manufacturing misbranded insecticides), and
punishable under section 29(1)(a). The Complainant through this complainant prays before the Hon’ble
Court to summon, initiate proceedings and punish the Accused in accordance with section 29(a)(1) of
the Insecticides Act, 1968 and rules framed there under. The matter is presently pending at the stage of
evidence, and the next date of hearing is October 31, 2025.
State of Maharashtra through Dr. Yogiraj Sheshrao Jumde Insecticides Inspector and Taluka
Agriculture Office, Narkhed, Nagpur, vs Advance Agrolife Limited (formerly known as ‘Advance
Micro Fertilizers Limited’) , Devilal Phoolchand Jangid, M/s DCM Shriram Ltd, Diwakar Ramanand
Rai, M/s Tirupati Agro Agencies, Anil Aashish Anil Saoji Proprietor, M/s Rupesh Enterprises, Sanjay
Manoharrao Jain Proprietor – S.C.C. 411 of 2020
State of Maharashtra through Dr. Yogiraj Sheshrao (“Complainant”) has filed a complaint bearing no.
S.C.C. 411 of 2020, before the Hon’ble Judicial Magistrate (First Class), Narkhed (“Hon’ble Court”),
against Advance Agrolife Limited (formerly known as ‘Advance Micro Fertilizers Limited’) (“Accused
1”), Devilal Phoolchand Jangid (“Accused 2”) M/s DCM Shriram Ltd (“Accused 3”), Diwakar
Ramanand Rai (“Accused 4”), M/s Tirupati Agro Agencies (“Accused 5”), Anil Aashish Anil Saoji
Proprietor (“Accused 6”) , M/s Rupesh Enterprises (“Accused 7”), Sanjay Manoharrao Jain Proprietor
(“ Accused 8”) (Accused 1, Accused 2, Accused 3, Accused 4, Accused 5, Accused 6, Accused 7,
Accused 8 collectively referred to as “Accused”) under section 29 (2)(3) and section 33 (1) of the
Insecticides Act, 1968 and the rules made there under for violation of section 3(k)(i), 17(1)(a) and
18(1)(c) of the Insecticides Act, 1968. The Complainant had visited the premises of Accused 7, to draw
samples of Phorate 10% CC manufactured by Accused 1, marketed by Accused 3 and sold by Accused
7. On analysis of the sample, it was found that the said insecticide was misbranded as the sample does
not conform to the relevant specification in the active ingredient content, which was duly intimated to
the Accused. However, the Accused neither responded nor did they take any further action towards
obtaining permission from the Hon’ble Court for reanalysis of the sample. Hence, the present complaint
was filed against Accused 1 for violation of section 18(1)(c) (for storing and selling misbranded
insecticides) and section 17(1)(a) (for manufacturing misbranded insecticides), and punishable under
section 29(1)(a). The Complainant through this complainant prays before the Hon’ble Court to summon,
initiate proceedings and punish the accused in accordance with section 29(a)(1) of the Insecticides Act,
1968 and rules framed there under. The matter is currently pending at the stage of summons, and the next
381date of hearing is October 28, 2025.
State of Rajasthan through Janakraj Meena, Insecticides Inspector and Agriculture officer vs M/s
Balaji Seed Store Kama through Bacchu Singh, Advance Agrolife Limited, Devilal Jangid, Shri
Pesticides Pvt Ltd, ML Kothari – 106 of 2014
State of Rajasthan through Janakraj Meena (Insecticides Inspector and Agriculture officer)
(“Complainant”) has filed a complaint bearing no. 106 of 2014, before the Hon’ble Court of Additional
Judicial Magistrate, Kaman, Bharatpur (First Class), (“Hon’ble Court”), against M/s Balaji Swad Store
Kama through Bacchu Singh (“Accused 1”) , Advance Agrolife Limited (“Accused 2”), Devilal Jangid
(“Accused 3”), Shri Pesticides Pvt Ltd (“Accused 4”), ML Kothari (“Accused 5”) (Accused 1, Accused
2, Accused 3, Accused 4, Accused 5 collectively referred to as “Accused”) under section 20 (1)A of the
Insecticides Act, 1968 and the rules made there under for violation of section 3(k)(i), 17(1)(a) and
18(1)(c) of the Insecticides Act, 1968. The Complainant had visited the premises of Accused 1, for
inspection and came across several insecticides stored and sold in the illegal premises and warehouse of
Accused. Further, samples were also drawn of Phorate 10% CC manufactured by Accused 2 and
marketed by Accused 3. On analysis of the sample, it was found that the said insecticide was misbranded
as the sample does not conform to the relevant specification in the active ingredient content, which was
duly intimated to the Accused. Further, on request of Accused 2 second batch of referee sample were
sent for analysis. On reanalysis the said insecticide was once again declared misbranded. Hence, the
present complaint was filed against Accused 1 for violation of section 18(1)(c) (for storing and selling
misbranded insecticides) and section 17(1)(a) (for manufacturing misbranded insecticides), and
punishable under section 29(1)(a). The Complainant through this complainant prays before the Hon’ble
Court to summon, initiate proceedings and punish the accused in accordance with section 29(a)(1) of the
Insecticides Act, 1968 and rules framed there under. The matter is currently pending at the stage of
appearance of the accused, and the next date of hearing is October 6, 2025.
State of Rajasthan through Amar Chand Manewar, Government Affiliate Agriculture Officer
(Agriculture) and Insecticides Inspector Agriculture Commissionerate Jaipur vs Om Prakash
(Director of Advance Agrolife Limited), Devilal Jangid, Advance Agrolife Limited – 9077 of 2025
State of Rajasthan through Amar Chand Mannewar, Government Affiliate Agriculture Officer
(Agriculture) and Insecticides Inspector Agriculture Commissionerate Jaipur (“Compla0inant”) has
filed a complaint bearing no. 9077 of 2025, before the Hon’ble Court of Civil Judge and Chief
Metropolitan (“Hon’ble Court”), against Om Prakash (Director of Advance Agrolife Limited)
(“Accused 1”), Devilal Jangid (“Accused 2”), Advance Agrolife Limited (“Accused 3”) (Accused 1,
Accused 2, Accused 3 collectively referred to as “Accused”) under section 29 (2)(3) and section 33 (1)
of the Insecticides Act, 1968 and the rules made there under for violation of section 3(k)(i), 17(1)(a) of
the Insecticides Act, 1968. The Complainant had visited the premises of Accused , for inspection to draw
samples of Phorate 10% CC manufactured by the Accused. On analysis of the sample, it was found that
the said insecticide was non-standard as the sample does not conform to the relevant specification in the
active ingredient content, which was duly intimated to the Accused. Further, on request of Accused
second batch of referee sample were sent for analysis. On reanalysis the said insecticide was once again
declared Non-standard. Hence, the present complaint was filed against the Accused for violation of
section 3(k)(i), 17(1)(a) of the Insecticides Act, 1968, which is punishable under section 29(1)(a). The
Complainant through this complainant prays before the Hon’ble Court to summon, initiate proceedings
and punish the accused in accordance with section 29(a)(1) of the Insecticides Act, 1968 and rules framed
thereunder. The matter is currently pending at the stage of appearance of accused, and the next date of
hearing is December 5, 2025.
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
382B. Litigation filed by our Company.
1. Criminal proceedings
Cases under section 138 of the Negotiable Instruments Act, 1881
Our Company is involved in 60 cases pending before the Court of Special Metropolitan Magistrate (N.I.
Act Cases), Jaipur Metropolitan, wherein our Company had filed complaints under Section 138 of the
Negotiable Instruments Act, 1881 in relation to default in payment by third parties for claims
approximating to ₹28.21 million, out of which our company has recovered an amount of ₹9.12 million.
As on date the total outstanding amount of claim is ₹19.09 million. Some of the pending matters are in
the process of being settled between the Company and third parties, and the Company will withdraw the
complaints concerning such cases, once they are settled and outstanding amounts are received. The
details pertaining to the parties and case number are set out below:
1. Advance Agrolife Limited vs. Sanwaliya Agro Agencies and Moti Laal Kumawat bearing
criminal case no: 21801/2021 amounting to ₹189,590. The matter is currently pending and the
next date of hearing is October 13, 2025;
2. Advance Agrolife Limited vs. Saksam Trading Company bearing criminal case no 55835/2020
amounting to ₹350,262. The matter is currently pending, and the next date of hearing is October
04, 2025;
3. Advance Agrolife Limited vs. Bharat Khad Beej Bhandar bearing criminal case no 41124/2022
amounting to ₹2,597,322. The matter is currently pending and the next date of hearing October
07, 2025;
4. Advance Agrolife Limited vs. Chouhan Trading Company bearing criminal case no 102562/2020
amounting to ₹808,329. The matter is currently pending and the next date of hearing is October
14, 2025
5. Advance Agrolife Limited vs. Dhingra Trading Company bearing criminal case no 55785/2020
amounting to ₹350,721. The matter is currently pending, and the next date of hearing is October
14, 2025;
6. Advance Agrolife Limited vs. Lavish Trades bearing criminal case no 102524/2020 amounting to
₹102,221. The matter is currently pending and the next date of hearing is October 04, 2025;
7. Advance Agrolife Limited vs. Majisha Agro Agency bearing criminal case no 21944/2021
amounting to ₹572,179. The matter is currently pending and the next date of hearing is October
07, 2025.
8. Advance Agrolife Limited vs. Marudhar Khad Beej Bhandar bearing criminal case no 21950/2021
amounting to ₹758,469. The matter is currently pending and the next date of hearing is October
07, 2025
9. Advance Agrolife Limited vs. Chhaba Agro Sales Fertilizers bearing criminal case no 21956 of
2021 amounting to ₹177,651. The matter is currently pending and the next date of hearing October
07, 2025.
10. Advance Agrolife Limited vs. Durga Keetnashak Beej Seva Kendra bearing criminal case no
24855/2021 amounting to ₹359,792. The matter is currently pending and the next date of hearing
is October 07, 2025
11. Advance Agrolife Limited vs. Jai Mata di Khad Beej Bhandar bearing criminal case no
15368/2020 amounting to ₹805,799. The matter is currently pending and the next date of hearing
is January 15, 2026.
12. Advance Agrolife Limited vs. Jamb Shakti Agro Agency bearing criminal case no 21962/2021
amounting to ₹307,529. The matter is currently pending and the next date of hearing is October
07, 2025.
13. Advance Agrolife Limited vs. Shri Ram Krishi Sewa Kendra bearing criminal case no 21805/2021
amounting to ₹194,649. The matter is currently pending and the next date of hearing is January 8,
2026.
14. Advance Agrolife Limited vs. Swami Pesticides bearing criminal case no 34630/2019 amounting
to ₹289,933. The matter is currently pending and the next date of hearing is October 14, 2025
15. Advance Agrolife Limited vs. Pawan Kumar Mali bearing criminal case no 21804/2021
amounting to ₹254,167. The matter is currently pending and the next date of hearing is January 8,
2026.
38316. Advance Agrolife Limited vs SK Enterprises bearing criminal case no. 21799 of 2021 amounting
to ₹81,064. The matter is currently pending and the next date of hearing is January 8, 2026;
17. Advance Agrolife Limited vs. SN Crop Sciences bearing criminal case no 5825/2019 amounting
to ₹1,055,689. The matter is currently pending and the next date of hearing is January 30, 2026;
18. Advance Agrolife Limited vs. Mangla Fertilizers bearing criminal case no 32056/2024 amounting
to ₹377,286. The matter is currently pending, and the next date of hearing is October 06, 2025;
19. Advance Agrolife Limited vs Sihag Pesticides bearing criminal case no 14081/2022 amounting
to ₹806,001. The matter is currently pending, and the next date of hearing is October 04, 2025;
20. Advance Agrolife Limited vs. Haryana Khad Beej Bhandar bearing criminal case number
44988/2022 amounting to ₹ 825,018. The matter is currently pending and the next date of hearing
is October 07, 2025;
21. Advance Agrolife Limited vs. Radha Mohan Beej Bhandar bearing criminal case no 44987/2022
amounting to ₹753,973. The matter is currently pending and the next date of hearing is October
07, 2025;
22. Advance Agrolife Limited vs. Jaglan Beej Bhandar bearing criminal case no 54484/2022
amounting to ₹390,899. The matter is currently and the next date of hearing is November 01,
2025;
23. Advance Agrolife Limited vs. Goyal Traders bearing criminal case no 52831/2022 amounting to
₹659,376.95. The matter is currently pending and the next date of hearing is October 07, 2025;
24. Advance Agrolife Limited vs. Jyoti Trading Company bearing criminal case no 52884/2022
amounting to ₹720,879.87. The matter is currently pending and the next date of hearing is October
07, 2025;
25. Advance Agrolife Limited vs. Rameshwar Dass Sanjay Kumar bearing criminal case no
51595/2025 amounting to ₹185,508. The matter is currently pending and the next date of hearing
October 06, 2025;
26. Advance Agrolife Limited vs. Shri Shyam Trading Company bearing criminal case no
14070/2022 amounting to ₹692,861. The matter is currently pending and the next date of hearing
October 04, 2025;
27. Advance Agrolife Limited vs. Mahavir Beej Bhandar Saha bearing criminal case no 14080/2022
amounting to ₹238,373. The matter is currently pending, and the next date of hearing is October
29, 2025;
28. Advance Agrolife Limited vs. Khandelwal Bio Agro Centre bearing criminal case no 14072/2022
amounting to ₹539,401. The matter is currently pending and the next date of hearing is October
04, 2025;
29. Advance Agrolife Limited vs. Kamboj Krishi Seva Kendra bearing criminal case no 54488/2022
amounting to ₹797,840.23. The matter is currently pending and the next date of hearing is October
07, 2025;
30. Advance Agrolife Limited vs. Baba Shree Traders bearing criminal case no 14079/2022
amounting to ₹260,267. The matter is currently pending and the next date of hearing is October
29, 2025;
31. Advance Agrolife Limited vs. Kumawat Krishi Sewa Kendra bearing criminal case no
14088/2022 amounting to ₹427,482. The matter is currently pending, and the necxt date of hearing
is October 29 2025;
32. Advance Agrolife Limited vs. Somani Krishi Sewa Kendra bearing criminal case no 14087/2024
amounting to ₹181,881. The matter is currently pending, and the next date of hearing is October
04, 2025;
33. Advance Agrolife Limited vs. Shri Dev Kripa Agro Clinic bearing criminal case no 14077/2022
amounting to ₹188,177. The matter is currently pending and the next date of hearing is October
29, 2025;
34. Advance Agrolife Limited vs. Guru Kripa Agro Agency bearing criminal case no 14093/2022
amounting to ₹120,352 .The matter is currently pending and the next date of hearing is October
04, 2025;
35. Advance Agrolife Limited vs. Choudhary Krishi Sewa Kendra bearing criminal case no
14068/2024 amounting to ₹173,244. The matter is currently pending and the next date of hearing
is October 04, 2025;
36. Advance Agrolife Limited vs. Pyare Lal Laxmi Kant bearing criminal case no 14082/2024
amounting to ₹259,672. The matter is currently pending and the next date of hearing is October
29, 2025;
38437. Advance Agrolife Limited vs. Dau Krishak Sewa Kendra bearing criminal case no 8013/2023
amounting to ₹332,267.56. The matter is currently is and the next date of hearing is October 07,
2025;
38. Advance Agrolife Limited vs. New Hariyali Beej Bhandar bearing criminal case no 14075/2024
amounting to ₹1,105,811 . The matter is currently is pending and next date of hearing is October
04, 2025;
39. Advance Agrolife Limited vs. Shri Jadon Khad Beej Bhandar bearing criminal case no
14091/2024 amounting to ₹526,869. The matter is currently pending, and the necxt date of hearing
is October 29, 2025;
40. Advance Agrolife Limited vs. Chanchal Krishi Kendra bearing criminal case no 14089/2024
amounting to ₹505,539. The matter is currently pending and the next date of hearing is October
04, 2025;
41. Advance Agrolife Limited vs. Rajat Trading Company bearing criminal case no 14085/2024
amounting to ₹224,347. The matter is currently pending and the next date of hearing is October
29, 2025;
42. Advance Agrolife Limited vs. Vikas Organic Industries Corporation bearing criminal case no
14092/2024, amounting to ₹500,000. The matter is currently pending, and the next date of hearing
is October 29, 2025;
43. Advance Agrolife Limited vs. Vikas Organic Industries Corporation bearing criminal case no.
14084/2024 amounting to ₹1,000,000. The matter is currently pending, and the next date of
hearing is October 04, 2025;
44. Advance Agrolife Limited vs. Vikas Organic Industries Corporation bearing criminal case no.
14067/2024 amounting to ₹1,000,000. The matter is currently pending, and the next date of
hearing is October 29, 2025;
45. Advance Agrolife Limited vs. Maa Pitambara Krishi Sewa Kendra bearing criminal case no
39766/2024 amounting to ₹428,900. The matter is currently pending, and the next date of hearing
is October 06, 2025;
46. Advance Agrolife Limited vs. Shiv Shakti Krishi Sewa Kendra bearing criminal case no
39769/2024 amounting to ₹66,708. The matter is currently pending, and the next date of hearing
is October 06, 2025;
47. Advance Agrolife Limited vs. Hira Krishi Sewa Kendra bearing criminal case no 32058/2024
amounting to ₹141,275. The matter is currently pending, and the next date of hearing is October
06, 2025;
48. Advance Agrolife Limited vs. Rai Krishi Sewa Kendra bearing criminal case no 32063/2024
amounting to ₹921,644. The matter is currently pending, and the next date of hearing is October
06, 2025;
49. Advance Agrolife Limited vs. Ramesh Krishi Sewa Kendra bearing criminal case no 32060/2024
amounting to ₹106,334. The matter is currently pending, and the next date of hearing is October
06, 2025;
50. Advance Agrolife Limited vs. Shiv Beej Bhandar bearing criminal case no 32062/2024 amounting
to ₹173,522. The matter is currently pending, and the next date of hearing is October 06, 2025;
51. Advance Agrolife Limited vs. Guru Kripa Fertilizers and Seeds bearing criminal case no
32061/2024 amounting to ₹129,060. The matter is currently pending and the next date of hearing
is October 06, 2025;
52. Advance Agrolife Limited vs. Jyoti Krishi Sewa Kendra bearing criminal case no 32059/2024
amounting to ₹177,864. The matter is currently pending and the next date of hearing is October
06, 2025;
53. Advance Agrolife Limited vs. Shiv Shakti Maa Durga Trading Company bearing criminal case
no 32057/2024 amounting to ₹258,265. The matter is currently pending, and the next date of
hearing is October 06, 2025;
54. Advance Agrolife Limited vs. Shri Ram Traders bearing criminal case no 20528/2024 amounting
to ₹275,166. The matter is currently pending, and the next date of hearing is October 29, 2025;
55. Advance Agrolife Limited vs. Khujan Chand Harish Kumar Uchana Mandi bearing criminal case
no 20532/2024 amounting to ₹556,678. The matter is currently pending and the next date of
hearing is October 29, 2025;
56. Advance Agrolife Limited vs Sanwariya Bazar bearing criminal case no. 14073 of 2022
amounting to ₹362,314. The matter is currently and the next date of hearing is October 04, 2025;
57. Advance Agrolife Limited vs Shri Ambika Borewell and Krishi Kendra bearing criminal case no.
38514076 of 2022 amounting to ₹602,952. The matter is currently pending and the next date of
hearing is October 29, 2025;
58. Advance Agrolife Limited vs Patel Krishi Seva Kendra Criminal Case no. 52894 of 2023
amounting to ₹607,995. The matter is currently pending and the next date of hearing is October
07, 2025;
59. Advance Agrolife Limited vs Jitendra Karangia criminal case no. 91775 of 2018 amounting to
₹2,00,000. The matter is currently pending and the next date of hearing is November 21, 2025;
and
60. Advance Agrolife Limited vs Jitendra Karangia criminal case no. 91773 of 2018 amounting to
₹1,52,310. The matter is currently pending and the next date of hearing is November 14, 2025.
2. Material civil proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in ₹ million)
Direct Tax 0 0
Indirect Tax# 4# 3.33
Total 4 3.33
#Includes
(i)Outstanding Demand dated February 07, 2025, bearing demand ID no ZD2202250057600, amounting to ₹2,36,774, for the
state of Chhattisgarh
(ii)Outstanding Demand dated November 20, 2023, August 23, 2024 and February 27, 2025 bearing demand ID no.,
ZD08112305685H, ZD080824067807S and ZD0802250758444 amounting to ₹15,005 (for central tax) and ₹58,634 (for state/UT
tax), ₹25,43,961 (for integrated tax), ₹10,128 (for central tax) and ₹10,128 (for state/UT tax) and ₹1,13,131(for integrated tax),
₹1,29,208 (for central tax) and ₹2,14,978 (for state/UT tax) for the state of Rajasthan.
II. Litigation involving our Directors (other than Promoters)
A. Litigation filed against our Directors (other than Promoters)
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Directors (other than Promoters)
1. Criminal proceedings
Rakesh Verma, Ramavtar Gupta and M/s ONS Creations Pvt Ltd vs State GNCT of Delhi , State Bank
of Bikaner, of Jaipur– 958 of 2024
Rakesh Verma (“Petitioner 1”), Ramavtar Gupta (“Petitioner 2”) and M/s ONS Creations Pvt Ltd
(“Petitioner 3”) (Petitioner 1, Petitioner 2, Petitioner 3, collectively referred to as “Petitioner”) has filed
a criminal writ petition bearing no. 958 of 2024, before the Hon’ble High Court of Delhi at New Delhi
(“Hon’ble Court”), under Article 226 of the Constitution of India r/w section 482 of the Code of
Criminal Procedure seeking to quash F.I.R Number 15/2008, filed under section 420/468/471/120B of
Indian Penal Code lodged at Police Station Economic wing (“FIR”) against State of GNCT of Delhi
386through SHO, PS E.O.W. New Delhi (“Respondent 1”) State Bank of Bikaner, of Jaipur (“Respondent
2”) (Respondent 1, Respondent 2, collectively referred to as “Respondent”). The Petitioner 3 approached
Respondent 2 to facilitate the transfer of a Letter of Credit (“LC”) issued by a foreign buyer in favor of
one of its associated companies, “M/s Opera Global Pvt. Ltd.,” through the Bank of Nova Scotia in
Canada. Respondent 2 alleges that Petitioner 3 requested the transfer of the LC, claiming that it was
transferable and issued in favor of Petitioner 3 and its associated company, “M/s HAV Ladies,” based in
Canada. Subsequently, the said LC was transferred and based on this Petitioner 3 requested Respondent
2 to negotiate two foreign bills of US$ 37,200.00 and US$33,758.40 (“Foreign Bills”). Further, on the
normal course of banking Respondent 2 negotiated the foreign bills and credited an amount of
₹3,165,000. When the foreign bills were sent for realization to the Bank of Nova Scotia, the same was
refused on the grounds that they do not have a client under the name “M/s HAV Ladies”. Hence,
aggrieved by this, Respondent 2 registered a FIR with Economic Offence Wing, Crime Branch, bearing
FIR no 15/2008, u/s 420, 468, 471 and 120B of IPC, for loss of money in the business transaction
conducted with Petitioner 3. The Petitioners contend that both parties reached a compromise agreement,
under which a settlement ₹21.90 million as a full and final settlement of all disputes was reached.
Respondent 2 acknowledged this proposal and issued a letter confirming the settlement amount, inclusive
of delayed payment interest. Despite the settlement payment, Respondent 2 continued with the criminal
proceedings against the Petitioners, leading to the submission of a chargesheet by the investigating officer
before the Learned Chief Metropolitan Magistrate – 2, District and Sessions Court, Patiala. The Petitioner
has filed the present case wherein the Petitioner prays before the Hon’ble Court to quash the FIR bearing
no 15/2008 and all proceedings emanating from the same. The matter is currently pending, and the next
date of hearing is October 12, 2025.
2. Material civil proceedings
Rakhesh Verma vs. Namika Singal and Anr. – Appeal no. E-1071406/2025
Rakesh Verma was found guilty of professional or other misconduct as per clause (11) of part I of first
Schedule to the Chartered Accountants Act, 1949 vide order dated January 25, 2025 by the Presiding
Officer, and her name was removed from the Register of Members for a period of 30 days. Thereafter,
Rakesh Verma has filed an Appeal under Section 22A of the Chartered Accountants Act, 1949 before
the Hon’ble High Court at New Delhi for setting aside the impugned order dated January 25, 2025. The
matter is presently pending.
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in ₹million)
Direct Tax* 3 0.14
Indirect Tax Nil Nil
Total 3 0.14
*Includes:
(i)Outstanding Tax Demand for Assessment year 2016 and 2022 amounting to ₹72, 993 and ₹64,950 respectively, against Manjit
Singh Kochar
(iii)Outstanding Tax Demand for Assessment Year 2019 amounting to ₹700 against Rakesh Verma
III. Litigation involving our Promoters
A. Litigation filed against our Promoters
1. Criminal proceedings
State of Rajasthan through Amar Chand Manewar, Government Affiliate Agriculture Officer
(Agriculture) and Insecticides Inspector Agriculture Commissionerate Jaipur vs Om Prakash
(Director of Advance Agrolife Limited), Devilal Jangid, Advance Agrolife Limited – 9077 of 2025
State of Rajasthan through Amar Chand Mannewar, Government Affiliate Agriculture Officer
(Agriculture) and Insecticides Inspector Agriculture Commissionerate Jaipur (“Complainant”) has filed
387a complaint bearing no. 9077/2025, before the Hon’ble Court of Civil Judge and Chief Metropolitan
(“Hon’ble Court”), against Om Prakash (Director of Advance Agrolife Limited) (“Accused 1”), Devilal
Jangid (“Accused 2”), Advance Agrolife Limited (“Accused 3”) (Accused 1, Accused 2, Accused 3
collectively referred to as “Accused”) under section 29 (2)(3) and section 33 (1) of the Insecticides Act,
1968 and the rules made there under for violation of section 3(k)(i), 17(1)(a) of the Insecticides Act,
1968. For further details, see “Outstanding Litigation and Material Developments – Litigation
involving our Company – Criminal Proceedings” on page 381.
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Promoters
1. Criminal proceedings
Om Prakash Choudhary vs Mukesh Choudhary – 49341 of 2025
Om Prakash Choudhary (“Complainant”) has filed a complaint bearing number 49341 of 2025, before
the Hon’ble Additional Court Judicial Magistrate (“Hon’ble Court”) under section 138 and section 142
of the Negotiable Instruments Act, 1881, against Mukesh Choudhary (“Accused”). The Respondent had
borrowed money from the Complainant amounting to ₹10,00,000 for his daily expenses. The Respondnet
later issued a cheque bearing no. 003321 on February 15, 2025. However, on presenting cheque before
the respective bank, the said cheque was dishonored with remarks “Funds Insuffiecnt”. Further, despite
several reminders, the Accused failed to make payment towards the outstanding demand. Being
aggrieved by this, the Complainant has filed the present complaint and prays before the Hon’ble Court
to accept the Petition letter and issue a cognizable file against the Respondent and an investigation under
section 138 section of Negotiable Instrument Act by punishing him 2 years of imprisonment and fine
which should be double the amount of cheque and to pass any such order or direction as the Hon’ble
Court deems fit and necessary . The matter is currently pending, and the next date of hearing is October
17, 2025.
2. Material civil proceedings
Nil
Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in ₹ million)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
IV. Litigation involving our Key Managerial Personnel and members of Senior Management (other
than Directors)
A. Litigation filed against our Key Managerial Personnel and Senior Managerial Personnel (Other than
Directors and Promoters)
1. Criminal proceedings
388State of Haryana through Surajbhan, Sub-Divisional Agricultural Officer, Ambala, Deputy Director
Agriculture, Ambala vs. Yuraj (Deputy Manager), HLRDC Naraingarh, M/s HLRDC, Devilal Jangid
and Advance Agrolife Limited– 1585 of 2017
State of Haryana through Surajbhan, Sub-Divisional Agricultural Officer, Ambala, Deputy Director
Agriculture, Ambala (“Complainant”) has filed a complaint bearing no. 1585 of 2017, before the
Hon’ble Chief Magistrate Ambala (“Hon’ble Court”), against HLRDC Naraingarh (“Accused 1”), M/s
HLRDC (“Accused 2”), Devilal Jangid (“Accused 3”) and Advance Agrolife Limited (“Accused 4”)
(Accused 1, Accused 2, Accused 3 and Accused 4 collectively referred to as the “Accused”) under
section 29 of the Insecticides Act, 1968 and the rules made thereunder for violation of section 3(k), 17
and 18 of the Insecticides Act, 1968. For further details, see “Outstanding Litigation and Material
Developments – Litigation involving our Company – Criminal Proceedings” on page 381.
State of Maharashtra through Dr. Yogiraj Sheshrao Jumde Insecticides Inspector and Taluka
Agriculture Office, Narkhed, Nagpur vs. Advance Agrolife Limited (formerly known as ‘Advance
Micro Fertilizers Limited’), Devilal Phoolchand Jangid, M/s DCM Shriram Ltd, Diwakar Ramanand
Rai, M/s Tirupati Agro Agencies, Anil Aashish Anil Saoji Proprietor, M/s Rupesh Enterprises, Sanjay
Manoharrao Jain Proprietor – 411 of 2020
State of Maharashtra through Dr. Yogiraj Sheshrao (“Complainant”) has filed a complaint bearing no.
411 of 2020, before the Hon’ble Judicial Magistrate (First Class), Narkhed (“Hon’ble Court”), against
Advance Agrolife Limited (formerly known as ‘Advance Micro Fertilizers Limited’) (“Accused 1”),
Devilal Phoolchand Jangid (“Accused 2”) M/s DCM Shriram Ltd (“Accused 3”), Diwakar Ramanand
Rai (“Accused 4”), M/s Tirupati Agro Agencies (“Accused 5”), Anil Aashish Anil Saoji Proprietor
(“Accused 6”) , M/s Rupesh Enterprises (“Accused 7”), Sanjay Manoharrao Jain Proprietor (“ Accused
8”) (Accused 1, Accused 2, Accused 3, Accused 4, Accused 5, Accused 6, Accused 7, Accused 8
collectively referred to as “Accused”) under section 29 (2)(3) and section 33 (1) of the Insecticides Act,
1968 and the rules made there under for violation of section 3(k)(i), 17(1)(a) and 18(1)(c) of the
Insecticides Act, 1968 For further details, see “Outstanding Litigation and Material Developments –
Litigation involving our Company – Criminal Proceedings” on page 381.
State of Rajasthan through Janakraj Meena, Insecticides Inspector and Agriculture officer vs M/s
Balaji Seed Store Kama through Bacchu Singh, Advance Agrolife Limited, Devilal Jangid, Shri
Pesticides Pvt Ltd, ML Kothari – 106 of 2014
State of Rajasthan through Janakraj Meena (Insecticides Inspector and Agriculture officer)
(“Complainant”) has filed a complaint bearing no. 106 of 2014, before the Hon’ble Court of Additional
Judicial Magistrate, Karma, Bharatpur (First Class), Narkhed (“Hon’ble Court”), against M/s Balaji
Swad Store Kama through Bacchu Singh (“Accused 1”) , Advance Agrolife Limited (“Accused 2”),
Devilal Jangid (“Accused 3”), Shri Pesticides Pvt Ltd (“Accused 4”), ML Kothari (“Accused 5”)
(Accused 1, Accused 2, Accused 3, Accused 4, Accused 5 collectively referred to as “Accused”) under
section 20 (1)A of the Insecticides Act, 1968 and the rules made there under for violation of section
3(k)(i), 17(1)(a) and 18(1)(c) of the Insecticides Act, 1968. For further details, see “Outstanding
Litigation and Material Developments – Litigation involving our Company – Criminal Proceedings”
on page 381.
State of Rajasthan through Amar Chand Manewar, Government Affiliate Agriculture Officer
(Agriculture) and Insecticides Inspector Agriculture Commissionerate Jaipur vs Om Prakash
(Director of Advance Agrolife Limited), Devilal Jangid, Advance Agrolife Limited – 9077 of 2025
State of Rajasthan through Amar Chand Mannewar, Government Affiliate Agriculture Officer
(Agriculture) and Insecticides Inspector Agriculture Commissionerate Jaipur (“Complainant”) has filed
a complaint bearing no. 9077/2025, before the Hon’ble Court of Civil Judge and Chief Metropolitan
(“Hon’ble Court”), against Om Prakash (Director of Advance Agrolife Limited) (“Accused 1”), Devilal
Jangid (“Accused 2”), Advance Agrolife Limited (“Accused 3”) (Accused 1, Accused 2, Accused 3
collectively referred to as “Accused”) under section 29 (2)(3) and section 33 (1) of the Insecticides Act,
1968 and the rules made there under for violation of section 3(k)(i), 17(1)(a) of the Insecticides Act,
1968. For further details, see “Outstanding Litigation and Material Developments – Litigation
389involving our Company – Criminal Proceedings” on page 381.
2. Outstanding actions by regulatory and statutory authorities
Nil
B. Litigation filed by our Key Managerial Personnel and Senior Managerial Personnel (Other than
Directors and Promoters)
1. Criminal proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in ₹ million)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
Outstanding dues to creditors
Our Board, in its meeting held on March 21, 2025 has considered and adopted the Materiality Policy. In terms of
the Materiality Policy, creditors of our Company, to whom an amount ₹79.38 million as on the date of the latest
period in the Restated Financial Statements was outstanding, were considered material creditors.
Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises
(as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material
creditors and other creditors, as at March 31, 2025 by our Company, are set out below:
Type of creditors Number of creditors Amount involved
(in ₹million)
Material creditors 4 604.17
Micro, Small and Medium Enterprises 1 51.89
Other creditors 628 931.54
Total 633 1,587.60
The details pertaining to net outstanding dues towards our material creditors as on March 31, 2025 (along with
the names and amounts involved for each such material creditor) are available on the website of our Company at
www.advanceagrolife.com. It is clarified that such details available on our website do not form a part of this
Prospectus.
Material Developments
Other than as stated in the section entitled "Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Significant Developments after March 31, 2025" on beginning on page 351 there have
not arisen, since the date of the last financial information disclosed in this Prospectus, any circumstances which
materially and adversely affect, or are likely to affect, our operations, our profitability taken as a whole or the
value of our assets or our ability to pay our liabilities within the next 12 months.
390GOVERNMENT AND OTHER APPROVALS
We have set out below an indicative list of approvals obtained by our Company which are considered material
and necessary for the purpose of undertaking this Issue and carrying on our present business activities. In view
of these key approvals, our Company can undertake this Issue and its business activities. In addition, certain of
our key approvals may expire in the ordinary course of business and our Company will make applications to the
appropriate authorities for renewal of such key approvals, as necessary. Unless otherwise stated herein and in
the section “Risk Factors” beginning on page 36, these material approvals are valid as of the date of this
Prospectus. For details in connection with the regulatory and legal framework within which we operate, see “Key
Regulations and Policies” on page 252.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our
Company to undertake its present business activities.
Our Company is in the process to submit necessary application(s) with all regulatory authorities for change of its
name in the approvals, licenses, registrations and permits issued to our Company.
I. Material approvals obtained in relation to the Issue
(1) The Board of Directors has, pursuant to a resolution passed at its meeting held on March 21, 2025,
authorized the Issue, subject to the approval of the shareholders of the Company under Section 62 of the
Companies Act, 2013 and approvals by such other authorities, as may be necessary.
(2) The shareholders of the Company have, pursuant to a special resolution passed in the shareholders
meeting held on March 22, 2025, authorized the Issue under Section 62 of the Companies Act, 2013,
subject to approvals by such other authorities, as may be necessary.
(3) The Company has obtained the in-principle listing approval from NSE and BSE, dated July 19, 2025.
II. Material approvals obtained by our Company in relation to our business and operations
Our Company has obtained the following material approvals to carry on our business and operations.
Some of these may expire in the ordinary course of business and applications for renewal of these
approvals are submitted in accordance with applicable procedures and requirements.
A. Incorporation details of our Company
(a) Our Company was originally incorporated as a private limited company in the name of ‘Advance Micro
Fertilizers Private Limited’ vide certificate of incorporation dated February 27, 2002, issued by the
Registrar of Companies Rajasthan, Jaipur.
(b) Fresh Certificate of Incorporation dated February 3, 2021 issued to our company by the ROC pursuant
ensuing the name change from ‘Advance Micro Fertilizers Privtae Limited’ to ‘Advance Agrolife Private
Limited’.
(c) Fresh Certificate of Incorporation dated December 4, 2024 issued to our Company by the ROC pursuant
to the conversion of our Company from private limited to public limited and the ensuinng change in the
name of our Company from ‘Advance Agrolife Private Limited’ to ‘Advance Agrolife Limited’.
(d) Our Company has been allotted the corporate identity number U24121RJ2002PLC017467.
B. Tax related approvals obtained by our Company
Sr. Nature of Registration/License/Cer Issuing Date of Date of
No. Registration/ tificate No. Authority Issue/ Expiry
License Renewal
1. Permanent AAECA4733D Income Tax February 27, Valid till
Account Number Department 2002 cancelled
391Sr. Nature of Registration/License/Cer Issuing Date of Date of
No. Registration/ tificate No. Authority Issue/ Expiry
License Renewal
(PAN)
2. Tax Deduction JPRA04182D Income Tax December Valid till
Account Number Department 13, 2022 cancelled
(TAN)*
3. GST Registration 08AAECA4733D2ZZ Goods and June 25, Valid till
Certificate – Services Tax 2021 cancelled
Rajasthan* Department
4. GST Registration 08AAECA4733D1Z0 Goods and January 21, Valid till
Certificate – Services Tax 2022 cancelled
Rajasthan Department
5. GST Registration 22AAECA4733D1ZA Goods and April 24, Valid till
Certificate – Services Tax 2020 cancelled
Chhattisgarh* Department
6. GST Registration 06AAECA4733D1Z4 Goods and July 01, Valid till
Certificate – Services tax 2017 cancelled
Haryana* Department
7. GST Registration 23AAECA4733D1Z8 Goods and July 01, Valid till
Certificate – Services Tax 2017 cancelled
Madhya Pradesh* Department
8. GST Registration 05AAECA4733D1Z6 Goods and October 20, Valid till
Certificate – Services Tax 2020 cancelled
Uttarakhand* Department
9. GST Registration 09AAECA4733D1ZY Goods and February 27, Valid till
Certificate – Services Tax 2019 cancelled
Uttar Pradesh* Department
10. GST Registration 29AAECA4733D1ZW Goods and December Valid till
Certificate – Services Tax 26, 2024 cancelled
Karnataka* Department
11. GST Registration 20AAECA4733D1ZE Goods and November Valid till
Certificate – Services Tax 11, 2024 cancelled
Jharkhand* Department
*Application for change in the name of the Company in the license post conversion
C. Regulatory & Labour / employment related approvals obtained by our Company:
Sr. Nature of Registration/Lic Issuing Date of Date of
No Registration/ ense/Certificate Authority Issue/ Expiry
. License No. Renewal
1. Certificate of RJRAJ144090500 Employees’ February 26, Valid till
registration – 0 Provident Fund 2016 cancelled
Employee’s Organisation,
Provident Fund Code Ministry of
Labour and
Employment
2. Certificate of 15000242960000 Employees’ State October 28, Valid till
registration – ESIC 301 Insurance 2010 cancelled
Corporation
3. UDYAM UDYAM-RJ-17- Ministry of October 7, Valid till
Registration 0018303 Micro, Small and 2020 cancelled
Certificate Medium
Enterprises,
Government of
India
4. Shops and SCA/2025/14/133 Department of February 25, Valid till
392Sr. Nature of Registration/Lic Issuing Date of Date of
No Registration/ ense/Certificate Authority Issue/ Expiry
. License No. Renewal
Establishment 191 labour, 2025 cancelled
Certificate Government of
Rajasthan
5. Registration of 08/PBW-Advance Office of the July 17 Valid till
Private ware house /MOOWR/Custo Commissioner of 2025 cancelled
under section 65 of ms Jaipur/2025- Customs (P),
the Customs Act, 26 Jaipur.
1962
Manufacturing Facility – I
6. Certificate for EC22A017RJ110 Ministry of May 10, Valid till
Environment 800 Environment 2022 cancelled
Clearance Forest and
Climate Changes
7. Registration and Registration No: Chief Inspector April 08, March 31,
License to work a RJ/32406 of Factories and 2023 2026
factory License No: R- Boilers
69968/CIFB/2023 Rajasthan, Jaipur
8. Certificate of QMSIL/2025/SI- QMS India March 15, Valid till
Stability of factory BS/AGPL(UI)-01 Limited 2025 cancelled
9. Consent to Establish 2022- Rajasthan State October 06, September
under Section 25/26 2023/PDF/4123 Pollution Control 2022 30, 2027
of the Water Board
(Prevention &
Control of Pollution)
Act, 1974 and under
section 21(4) of the
Air (Prevention &
Control of Pollution)
Act, 1981
10. Consent to Operate 2024-2025/Jaipur Rajasthan State March 02, February
under Section 25/26 (S)/13472 Pollution Control 2024 28, 2029
of the Water Board
(Prevention &
Control of Pollution)
Act, 1974 and under
section 21(4) of the
Air (Prevention &
Control of Pollution)
Act, 1981
11. Fire NOC LSG/BAGRU/FI Fire Department, November November
RENOC/2023- Nagar Palika, 26, 2024 25, 2025
2024/28079 Bagru
12. Membership of UCCI/HWM- Udaipur Chamber July 20, Valid till
Hazardous Waste 602/2024-25-120 of Commerce & 2024 cancelled
Treatment Facility Industry
(CTDF) at Udaipur
13. Membership for 10520321322 Continental June 29, June 28,
hazardous Waste Petroleums 2021 2026
management – Limited
Authorisation under
Hazardous Waste
(MH&TM) Rules and
Consent under Air
and Water Act
393Sr. Nature of Registration/Lic Issuing Date of Date of
No Registration/ ense/Certificate Authority Issue/ Expiry
. License No. Renewal
14. Certificate of P/NC/RJ/15/1099 Deputy Chief May 31, December
Registration under (P238045) Controller of 2022 31, 2027
Petroleum & Explosives
Explosives Safety
Organization (PESO)
15. License to store G/NJ/RJ/06/648( Deputy Chief May 15, September
compressed gas in G101678) Controller of 2024 30, 2028
cylinders Explosives,
Jaipur
16. License to F4 (L- Commissionerate October 5, Valid till
manufacture 76)mfg./Tech- of Agriculture, 2004 cancelled
insecticides 1/PP/2004/L-76 Pant Krishi
Bhawan Jaipur
17. Certificate of 341259 Department of February 14, February
Registration for Legal Consumers 2025 13, 2026
Metrology Affairs (Legal
Metrology Cell)
18. Certificate for use of a RJ-3465 Chief Inspector May 9, 2024 May 8,
boiler of Factories and 2026
Boilers,
Rajasthan, Jaipur
Manufacturing Facility – 2
19. Registration and Registration No: Chief Inspector February 27, March 31,
License to work a RJ/32219 of Factories and 2023 2028
factory License No: R- Boilers
69971/CIFB/2023 Rajasthan, Jaipur
20. Certificate of 2018- Quality January 10, Valid till
Stability of factory 19/BS/AMFPL/- Management 2018 cancelled
01 Services
21. Consent to Establish 2023-2024/Jaipur Rajasthan State October 31, September
under Section 25/26 (S)/12861 Pollution Control 2023 30, 2028
of the Water Board
(Prevention &
Control of Pollution)
Act, 1974 and under
section 21(4) of the
Air (Prevention &
Control of Pollution)
Act, 1981
22. Consent to Operate 2023-2024/Jaipur Rajasthan State October 31, September
under Section 25/26 (S)/12862 Pollution Control 2023 30, 2033
of the Water Board
(Prevention &
Control of Pollution)
Act, 1974 and under
section 21(4) of the
Air (Prevention &
Control of Pollution)
Act, 1981
23. Fire NOC LSG/BAGRU/FI Fire Department, August 8, August 7,
RENOC/2025- Nagar Palika, 2025 2027
26/52319 Bagru
24. Membership of UCCI/HWM- Udaipur Chamber October 19, Valid till
Hazardous Waste 1181/2022-23- of Commerce & 2022 cancelled
394Sr. Nature of Registration/Lic Issuing Date of Date of
No Registration/ ense/Certificate Authority Issue/ Expiry
. License No. Renewal
Treatment Facility 174 Industry
(CTDF) at Udaipur
25. License to F4 (L- Commissionerate February 12, Valid till
manufacture 154)mfg./Tech- of Agriculture, 2018 cancelled
insecticides 1/PP/2017 Pant Krishi
Bhawan Jaipur
26. License to gunsmiths 65/State/2019 Joint Government January 1, December
to convert, shorten, Secretary, Home 2024 31, 2028
repair, (major) or test Department,
(other than proof test) Government
or keeping for Secretariat,
conversion, repair Jaipur
(major) or test (other
than proof test) of
firearms – For storage
and manufacturing of
Sulphur
27. Certificate of 339880 Department of February 11, February
Registration for Legal Consumers 2025 10, 2026
Metrology Affairs (Legal
Metrology Cell)
Manufacturing Facility – 3
28. Registration and Registration No: Chief Inspector July 12, March 31,
License to work a RJ/35470 of Factories and 2023 2029
factory License No: R- Boilers
72162/CIFB/2023 Rajasthan, Jaipur
29. Certificate of QMSIL/2025/SI- QMS India March 15, Valid till
Stability of factory BS/AGPL(UIII)- Limited, Jaipur 2025 cancelled
01
30. Consent to Establish 2022-2023/Jaipur Rajasthan State July 14, June 30,
under Section 25/26 (S)/11375 Pollution Control 2022 2027
of the Water Board
(Prevention &
Control of Pollution)
Act, 1974 and under
section 21(4) of the
Air (Prevention &
Control of Pollution)
Act, 1981
31. Consent to Operate 2023-2024/Jaipur Rajasthan State April 14, March 31,
under Section 25/26 (S)/12349 Pollution Control 2023 2033
of the Water Board
(Prevention &
Control of Pollution)
Act, 1974 and under
section 21(4) of the
Air (Prevention &
Control of Pollution)
Act, 1981
32. Fire NOC LSG/BAGRU/FI Fire Department, November November
RENOC/2024- Nagar Palika, 26, 2024 25, 2025
2025/41180 Bagru
33. Certificate of P/NC/RJ/15/1304 Deputy Chief July 01, December
Registration under (P559315) Controller of 2024 31, 2033
395Sr. Nature of Registration/Lic Issuing Date of Date of
No Registration/ ense/Certificate Authority Issue/ Expiry
. License No. Renewal
Petroleum & Explosives
Explosives Safety
Organization (PESO)
– Unit 3
34. Membership of UCCI/HWM- Udaipur Chamber June 28, Valid till
Hazardous Waste 1634/2023-24-47 of Commerce and 2023 cancelled
Treatment Facility Industry
(CTDF) at Udaipur
35. License to MLJDPP/2023- Commissionerate April 27, Valid till
manufacture 24/193 of Agriculture, 2023 cancelled
insecticides Pant Krishi
Bhawan Jaipur
36. Certificate of 343160 Department of February 24, February
Registration for Legal Consumers 2025 23, 2026
Metrology Affairs (Legal
Metrology Cell)
37. Certificate of CLPE/2022/14/13 Department of December December
registration as 2715 Labour, 27, 2023 31, 2025
Principal Employer Government of
Rajasthan
38. Permission for Self 20220275NJ0000 Ministry of February 25, Valid till
Sealing Containers – 036457 Finance, Deptt. 2022 cancelled
For ‘Fertilizers and Of revenue,
Pesticides’ Office of the
Commissioner of
Customs,
Jodhpur
39. Business Registration 80052100180000 Directorate of August 20, Valid till
Number (BRN) 36 Economics & 2020 cancelled
Statistics
Rajasthan, Jaipur
40. Importer – Exporter 1308017529 Office of Jt. March 16, Valid till
Code Registration Director General 2009 cancelled
of Foreign Trade
41. Registration – Cum – CHEM/AHD/A66 Basic Chemicals April 07, March 31,
Membership 4/SSMME/21- Cosmetics & 2023 2026
22/182741 Dyes Export
Promotion
Council
42. Legal Entity 894500ZX80KY LEI Register April 01, April 09,
Identifier (LEI) NEZ15943 India 2025 2026
43. ISO 9001:2015 – 24DQNV61 ROHS September September
Quality Management Certification Pvt. 05, 2024 04, 2027
System* Ltd
44. ISO 14001: 2015 – 24DENP67 ROHS September September
Environmental Certification Pvt. 05, 2024 04, 2027
Management System# Ltd
45. Grant of Standard TO24A2001RJ51 Ministry of June 24, Valid till
Terms of Referrence 65437N Environment, 2024 cancelled
(ToR) to the proposed Forest and
project under the EIA Climate Change
Notification 2006 IA Division
46. Ground Water NOC 2231 Office of January 13, Valid till
Executive 2025 cancelled
396Sr. Nature of Registration/Lic Issuing Date of Date of
No Registration/ ense/Certificate Authority Issue/ Expiry
. License No. Renewal
Engineer Public
Health
Engineering
Department
47. Enviromental EC25A2001RJ55 Ministry of May 14, Valid till
Clearence 33951N Environment, 2025 canceled
Forest and
Climate Change
IA Division
*Manufacturers & Suppliers of Pesticides, Herbicides, Fungicides & Micra Nutrient.
#Manufacturing and Suppliers of Pesticides, Herbicides, Fungicides & Micra Nutrients
Note: Our Company has also obtained various state permissions for the sale of our products in the states of Gujarat, Telangana,
Madhya Pradesh, Maharashtra, Uttar Pradesh, West Bengal, Bihar, Chattisgarh, Haryana, Jharkhand, Andhra Pradesh, Orissa
and Uttarakhand. Our Company has also obtained 410 generic registrations comprising of 380 Formulation Grade registrations
and 30 Technical Grade registrations for the agrochemicals from the CIBRC.
III. Material approvals or renewals for which applications are currently pending before relevant
authorities
Nil
IV. Material approvals expired and renewal yet to be applied for
Nil
V. Material approvals required but not obtained or applied for
Nil
VI. Intellectual Property
As on the date of this Prospectus, our Company has registered the following trademark with the Registrar
of Trademarks under the Trademarks Act, 1999.
Date of Issue Particulars of the Mark Trade Mark No. Class of
Registration
September 19, 2022 “SULTOX” 4847207 5
October 2, 2022 “SAMRAT ZINC” 4847206 1
VII. Pending Intellectual property related approvals Application
Date of Particulars of the Mark Application Number Class of
Application Registration
January 22, 2025 “ADVANCE AGROLIFE 6818011 5
LIMITED”
January 22, 2025 “ADVANCE AGROLIFE 6818012 35
LIMITED”
For risk associated with our intellectual property please see, “Risk Factors” beginning on page 36.
397OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Corporate Approvals
1. The Board of Directors of our Company has authorized the Issue including the Fresh Issue by a resolution
passed at its meeting held on March 21, 2025.
2. The Shareholders of our Company have authorized the Issue, pursuant to a special resolution passed in
the Extraordinary General Meeting held on March 22, 2025 under Section 23, 28 and 62(1)(c) of the
Companies Act 2013.
3. The Board of Directors of our Company, on March 31, 2025 has approved the Draft Red Herring
Prospectus for filing with SEBI and the Stock Exchanges.
4. The Red Herring Prospectus has been approved by our Board of Directors pursuant to the resolution
passed at its meeting held on September 18, 2025. For further details, please see "The Issue" on page 91.
5. The Prospectus has been approved by our Board of Directors pursuant to the resolution passed at its
meeting held on October 04, 2025. For further details, please see "The Issue" on page 91.
6. The Board, pursuant to resolution dated May 30, 2025 has approved this Prospectus.
In-principle Listing Approvals
Our Company has received in-principle approvals from the BSE and NSE for the listing of our Equity Shares
pursuant to their respective letters, each dated June 19, 2025.
Prohibition by the SEBI, the RBI or Governmental Authorities
Our Company, our Directors, our Promoters, the members of our Promoter Group, persons in control of our
Company and companies or entities with which our Company’s Promoters and Directors are associated as
directors / promoters are not prohibited/debarred from accessing the capital markets or debarred from buying,
selling or dealing in securities under any order or direction passed by SEBI or any other securities market
regulator in any other jurisdiction or any other authority/court. The listing of any securities of our Company has
never been refused at any time by any of the stock exchanges in India. There are no violations of securities laws
committed by them in the past or are pending against them.
None of our Directors are, in any manner, associated with the securities market. Further, there are no outstanding
actions initiated by SEBI against any of our Directors, in the past five years preceding the date of this Prospectus.
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 Prospectus.
Our Promoters or Directors have not been declared as Fugitive Economic Offenders.
Neither our Company nor our Directors or Promoters have been declared as a Wilful Defaulter.
The Company, its Directors and its Promoters / Promoter Group are not declared as "Fraudulent Borrowers" by
the lending banks or financial institutions or consortium, in terms of the Master Directions on Frauds –
Classification and Reporting by commercial banks and select FIs dated July 1, 2016, as amended, issued by the
Reserve Bank of India.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof
Our Company, our Promoters, and the members of Promoter Group, severally and not jointly, confirm that they
are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent
398applicable to them, as on the date of this Prospectus.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with the Regulation 6(1) of the SEBI ICDR Regulations, and
is in compliance with the conditions specified therein in the following manner:
• Our Company has had net tangible assets of at least ₹30.00 million, calculated on a restated basis, in each
of the preceding three full years (of 12 months each) (i.e. Fiscals 2024, 2023 and 2022), of which not
more than 50% are held in monetary assets;
• Our Company has an average operating profit of at least ₹1,50.00 million, calculated on a restated basis,
during the preceding three years (of 12 months each), with operating profit in each of these preceding
three years;
• Our Company has a net worth of at least ₹10.00 million in each of the preceding three full years (of 12
months each), calculated on a restated basis; and
• Our Company has not changed its name in the last one year.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profits and net worth, have been derived from the Restated Financial Statements included in this
Prospectus as at, and for the last three Fiscals, are set forth below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated Net Tangible Assets (A)(1)* 997.03 747.05 503.67
Operating Profit (B)(2)* 400.17 355.16 225.97
Net Worth (C)(3)* 1,008.73 752.64 506.00
Restated Monetary Assets (D)(4)* 5.77 4.58 0.73
Restated Monetary Assets as a Percentage of the 0.58% 0.61% 0.14%
Restated Net Tangible Assets (D)/(A)
*As restated
1) “Net Tangible Assets” means, the sum of all net assets of the Company as applicable excluding intangible assets as defined in Indian
Accounting Standard 38 (Ind AS 38) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with
Section 133 of the Companies Act, 2013 (the “Act").
2) “Operating profit” profit before tax after adjusting other income, finance cost and other expense attributable to other income.
3) “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, but does not include reserves created out of revaluation of assets, write-
back of depreciation and amalgamation, each as applicable for the Company on a restated basis
4) “Monetary Assets” means the aggregate of Cash in hand + Balance with bank in current and deposit account (net of bank deposits
not considered as cash and cash equivalent)
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 the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees in the Issue shall be not less than 1,000 and should our Company fail to do so, the Bid
Amounts received by our Company shall be refunded to the Investors, in accordance with the SEBI ICDR
Regulations and applicable law.
Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 5 of the SEBI ICDR
Regulations are as follows:
1. None of our Company, our Promoters, members of our Promoter Group or our Directors are debarred
from accessing the capital markets by SEBI;
2. Neither the Promoters nor any of the Directors of our Company are promoters or a director of companies
which are debarred from accessing the capital market by SEBI;
3. None of our Company, our Promoters or Directors have been categorized as a Wilful Defaulter or a
Fraudulent Borrower;
4. None of our Promoters or Directors has been declared a fugitive economic offender in accordance with
399the Fugitive Economic Offenders Act, 2018;
5. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of this Prospectus;
6. Our Company, along with the Registrar to the Issue, has entered into tripartite agreements dated March
24, 2025 with NSDL and CDSL, each, for dematerialization of the Equity Shares;
7. The Equity Shares of our Company held by our Promoters are dematerialized;
8. There are no outstanding convertible securities or any other right which would entitle any person with
any option to receive Equity Shares, as on the date of this Prospectus; and
9. 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 75% of the stated means of finance.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Issue shall be not less than 1,000 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, and our Company shall be liable to pay interest
on the application money in accordance` with applicable laws.
Disclaimer Clauses
DISCLAIMER CLAUSE OF THE SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED 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 ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, CHOICE CAPITAL ADVISORS PRIVATE
LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE 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, AS AMENDED. THIS REQUIREMENT IS TO
FACILITATE BIDDERS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN
THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD
MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGER, CHOICE CAPITAL ADVISORS PRIVATE
LIMITED HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED MARCH 31, 2025
IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018, AS AMENDED.
THE FILING OF THE 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 AND/OR OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP, AT ANY POINT OF TIME, WITH THE BRLM, ANY IRREGULARITIES OR LAPSES IN
THE DRAFT RED HERRING PROSPECTUS.
Disclaimer from our Company, our Directors, our Promoters and the BRLM
Our Company, our Directors, our Promoters, and the BRLM accept no responsibility for statements made
otherwise than in this 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
400www.advanceagrolife.com or the Group Companies, would be doing so at his or her own risk.
The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement and as
provided in the Underwriting Agreement to be entered into among the Underwriters, and our Company.
All information shall be made available by our Company and the BRLM to the public and investors at large and
no selective or additional information would be 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.
Caution
Investors who Bid in the Issue were required to confirm and are deemed to have represented to our Company,
Underwriters and their respective directors, partners, designated partners, trustees, officers, agents, affiliates, and
representatives 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 Underwriters and their respective directors, partners, designated partners, trustees, officers, agents,
affiliates, and representatives accept no responsibility or liability for advising any investor on whether such
investor is eligible to acquire the Equity Shares.
The BRLM and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company and their respective directors and officers, group companies, affiliates or associates or third
parties 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 and their respective affiliates or associates or third parties,
for which they have received, and may in the future receive, compensation.
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Jaipur, Rajasthan,
India only.
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, Hindu Undivided Families (“HUFs”), companies,
other corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity
shares, Indian Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional
rural banks, co-operative banks (subject to permission from the RBI), systemically important non-banking
financial companies or trusts registered under the Societies Registration Act, 1860, as amended from time to time,
or any other applicable trust laws, and who are authorised under their respective constitutions to hold and invest
in equity shares, public financial institutions as specified under Section 2(72) of the Companies Act, 2013,
multilateral and bilateral development financial institutions, state industrial development corporations, venture
capital funds, permitted insurance companies, provident funds and pension funds with a minimum corpus of
₹250,000,000/- (Rupees two hundred and fifty million only), 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, GoI and to permitted systemically important NBFCs registered with the RBI, non-residents including
Eligible NRIs, Alternative Investment Funds. Foreign Portfolio Investors registered with SEBI, venture capital
fund, foreign venture capital fund and QIBs.
This Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered
hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
No person outside India is eligible to bid for Equity Shares in the Issue unless that person has received the
preliminary offering memorandum for the Issue, which contains the selling restrictions for the Issue outside India.
Any person in whose possession this Prospectus comes is required to inform himself or herself about, and to
observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate
court(s) in Jaipur, Rajasthan, India only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Prospectus has been filed with SEBI for its observations. Accordingly, the Equity
Shares represented hereby may not be offered or sold, directly or indirectly, and this Prospectus may not be
401distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.
Neither the delivery of this Prospectus nor any offer or sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our Company since the date hereof or that the
information contained herein is correct as of any time subsequent to this date.
Eligibility and Transfer Restrictions
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The Equity Shares have not been and will not be registered under the U.S. Securities Act, and may not be
offered or sold within 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 U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions
in reliance on Regulation S under the U.S. Securities Act and applicable laws of the jurisdictions where
such offers and sales occur.
Each purchaser of the Equity Shares in the Issue in India shall be deemed to:
• represent and warrant to our Company, the BRLM and the Syndicate Members 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 BRLM and the Syndicate Members that it did not purchase
the Equity Shares as result of any “directed selling efforts” (as defined in Regulation S).
• represent and warrant to our Company, the BRLM and the Syndicate Members 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 BRLM and the Syndicate Members 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 BRLM and the Syndicate Members 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 BRLM and the Syndicate Members 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 BRLM, the Syndicate Members and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law.
Further, each Bidder where required must agree in the Allotment Advice that such Bidder 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 or any similar security, other than pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
Disclaimer Clause of the BSE
402BSE Limited ("the Exchange") has given vide its letter dated June 19, 2025, permission to this Company to use
the Exchange's name in this offer document as on of the stock exchanges on which the Company's securities are
proposed to be listed. The Exchange has scrutinized this offer documnet for its limited internal purpose of deciding
on the matter of granting the aforesaid persmission to this Company. The Exchange does not in any manner:-
a. warrant, certify or endore the correctness of completeness of any of the contents of this offer document; or
b. warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its Promoters, its management
or any scheme or project of this Company.
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by
the Exchange. Every person who desired to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.
Disclaimer Clause of NSE
As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5356 dated June 19, 2025,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant, certify
or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that
this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
Listing
The Equity Shares proposed to be Allotted pursuant to the Red Herring Prospectus and this Prospectus are
proposed to be listed on the BSE and the NSE. Applications will be made to the Stock Exchanges for obtaining
permission for the listing and trading of the Equity Shares being issued and sold in the Issue and BSE 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 are not granted by the Stock
Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in
pursuance of this Prospectus in accordance with applicable law. If such money is not repaid within the prescribed
time, then our Company and every officer in default shall be liable to repay the money, with interest, as prescribed
under applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all Stock Exchanges mentioned above are taken within such time prescribed by SEBI
of the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI.
If our Company does not allot Equity Shares pursuant to the Issue such time as prescribed by SEBI, it shall 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 for the delayed period or such other rate prescribed by SEBI.
Impersonation
403Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act 2013, 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 2013 includes imprisonment for a term of not
less than six (6) months extending up to 10 (ten) years (provided that where the fraud involves public interest,
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount.
Consents
Consents in writing of our Promoters, our Directors, the Company Secretary and Compliance Officer, Chief
Financial Officer, the Senior Managerial Personnel, the Legal Counsel, the BRLM, the Bankers to our Company,
CareEdge Research, Independent Chartered Engineer and Registrar to the Issue, have been obtained and consents
in writing of, the Syndicate Members and Bankers to the Issue (Escrow Bank, Public Issue Account Bank, Sponsor
Bank and Refund Bank), to act in their respective capacities, will be obtained and filed along with a copy of this
Prospectus with the RoC as required under Companies Act, 2013.
Our Company has received consent of our Statutory Auditors, who holds a valid peer review certificate, to include
their name as required under Section 26(5) of the Companies Act 2013 in this Prospectus.
The said consents will be filed along with a copy of this Prospectus with the Registrar of Companies, as required
under the Companies Act, 2013 and such consents have not been withdrawn up to the time of delivery of the Red
Herring Prospectus and this Prospectus, for filing with the RoC.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated September 18, 2025 from S K Patodia and Associates LLP,
Chartered Accountants, to include their name as required under section 26(5) of the Companies Act read with the
SEBI ICDR Regulations in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies
Act to the extent and in their capacity as Statutory Auditors, and in respect of Examination Report dated August
28, 2025, on our Restated Financial Statement and their report dated September 18, 2025 on the Statement of Tax
Benefits in this Prospectus and such consent has not been withdrawn as on the date of filing of this Prospectus.
Our Company has received a written consent dated March 22, 2025 from Hari Dutt Purohit, to include their name
as an “expert” as defined under section 2(38) and 26(5) of the Companies Act to the extent and in their capacity
as the independent chartered engineer and in respect of the certificate issued by them and included in this
Prospectus and such consent has not been withdrawn as on the date of this Prospectus.
However, the term "expert" and the consent thereof shall not be construed to mean an "expert" or consent within
the meaning under the U.S. Securities Act, as amended (the “U.S. Securities Act”).
The above-mentioned consent has not been withdrawn as on the date of this Prospectus.
Particulars regarding public or rights issues by our Company during the last 5 (five) years
Our Company has not made any public issue in the last 5 (five) years immediately preceding the date of this
Prospectus. The Company has not undertaken rights issues of its equity shares in the last 5 (five) years immediately
404preceding the date of this Prospectus. For details, see “Capital Structure” on page 109 of this Prospectus.
Commission or Brokerage on Previous issues in the last 5 (five) years
Since this is the initial public offering 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 public subscription for any of our
Equity Shares in the 5 (five) years preceding the date of this Prospectus.
Capital Issues in the Preceding Three Years by our Company, our listed group companies, Subsidiary and
associates of our Company
Our Company has not made any capital issue during the three years preceding the date of this Prospectus.
As on date of this Prospectus, our Company does not have any listed group company or any listed subsidiary or a
listed associate entity.
Performance vis-à-vis Objects
Our Company has not undertaken any public issues, including any rights issues to the public in the 5 (five) years
immediately preceding the date of this Prospectus.
Performance vis- à-vis Objects: Last Issue of Subsidiaries/Promoters
Our Company does not have any listed promoters nor any subsidiaries which have made any public issues,
including rights issues to the public in the 5 (five) years immediately preceding the date of this Prospectus.
The price information of past issues handled by the BRLM is as follows:
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE
BOOK RUNNING LEAD MANAGER
For details regarding the price information and track record of the past issue handled by the BRLM, as specified
in Circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015 issued by SEBI, please refer the table below
and the website of the BRLM at www.choiceindia.com/merchant-investment-banking.
405Annexure A
DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY CHOICE CAPITAL
ADVISORS PRIVATE LIMITED
Sr. Issue Name Issue Issue Listing Opening +/- % +/- % +/- % change
No. Size Price date price on change in change in in closing
(Cr) (₹) listing closing closing price, [+/- %
date price, [+/- % price, [+/- % change in
change in change in closing
closing closing benchmark]-
benchmark]- benchmark]- 180th
30th 90th calendar days
calendar calendar from listing
days from days from
listing listing
MAINBOARD IPO
1. Vishnu 308.88 99.00 September 165.00 66.57% 106.87% 79.29%
Prakash R 5,2023 (-0.71%) ( 3.54%) (14.32%)
Punglia
2. Prostarm 168.00 105.00 June 03, 120.00 42.25% 79.78% -
Infosystems 2025 (3.71%) (0.47%)
Limited
3. Shanti Gold 360.11 199.00 August 01, 227.55 10.41% - -
International 2025 (-0.56%)
Limited
4. Shringar 400.92 165.00 September 188.50 - - -
House of 17, 2025
Mangalsutra
SME IPO
1. Ramdevbaba 50.27 85.00 April 23, 112.00 14.53% 10.24% 37.77%
Solvent 2024 (1.03%) (9.67%) (11.12%)
Limited
2. RNFI 70.81 105.00 July 29, 199.50 50.24% 5.33% 196.91%
Services 2024 (0.73%) (-2.64%) (-7.02%)
Limited
3. Esprit Stones 50.35 87.00 August 2, 93.15 26.79% 9.95% (49.92%)
Limited 2024 (2.10%) (-1.54%) (-7.31%)
4. Utssav CZ 69.50 110.00 August 7, 110.05 77.00% 89.68% 106.96%
Gold Jewels 2024 (3.49%) (-1.24%) (-3.36%)
Limited
Source: www.bseindia.com / www.nseindia.com
Notes:
1. The BSE SENSEX and CNX NIFTY are considered as the Benchmark Index.
2. Price on BSE/NSE are considered for all the above calculations.
3. In case 30th, 90th and 180th day is not a trading day, closing price of the previous trading day has been considered.
4. In case 30th, 90th and 180th day, scripts are not traded then the last trading price has been considered.
5. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price
information.
406SUMMARY STATEMENT OF DISCLOSURE
Financia Total Total Nos of IPOs Nos of IPOs Nos of IPOs Nos of IPOs
l year no. of funds trading at discount trading at trading at discount trading at
IPO Raised on 30th Calendar premium on 30th on 180th Calendar premium on 180th
(₹Cr) Day from listing Calendar Day Day from listing Calendar Day
date from listing date date from listing date
Ove Bet Less Ove Bet Less Ove Bet Less Ove Bet Less
r wee than r wee than r wee than r wee Tha
50% n 25% 50% n 25% 50% n 25% 50% n n
25- 25- 25- 25- 25%
50% 50% 50% 50%
2023-24 1 308.88 - - - 1 - - - - - 1 - -
2024-25 4 240.93 - - - 2 1 1 - - - 2 2 -
2025-26 3 929.03 - - - - 1 - - - - - - -
For details regarding the track record of the Book Running Lead Manager, as specified in Circular reference
CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please see the website of the Book Running Lead
Manager as set forth in the table below:
Track record of past issues handled by the BRLM
For details regarding the track record of the Managers, as specified in Circular reference CIR/MIRSD/1/2012
dated January 10, 2012 issued by the SEBI, please refer to the website of the BRLM, as set forth in the table
below:
Sr. No. Name of the BRLM Website
1. Choice Capital Advisors Private Limited www.choiceindia.com
Stock Market Data of the Equity Shares
This being the initial public issuing of the Equity Shares of our Company, the Equity Shares is not listed on any
stock exchange as on the date of this Prospectus, and accordingly, no stock market data is available for the Equity
Shares.
Mechanism for Redressal of Investor Grievances
The agreement between the Registrar to the Issue and our Company dated March 21, 2025 provides for retention
of records with the Registrar to the Issue for a minimum period of 8 (eight) years from the date of listing and
commencement of trading of the Equity Shares on the Stock Exchanges, in order to enable the investors to
approach the Registrar to the Issue for redressal of their grievances.
All Bidders can contact the Company Secretary and Compliance Officer, the BRLM or the Registrar to the Issue
in case of any pre-Issue or post-Issue 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 orders or non-receipt of funds
by electronic mode, etc.
All grievances, other than of Anchor Investors may be addressed to the Registrar to the Issue with a copy to the
relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details such as name of
the sole or First Bidder, ASBA 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 Retail Individual Investors who make the payment of Bid Amount through the UPI Mechanism),
date of ASBA Form and the name and address of the relevant Designated Intermediary where the Bid was
submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the
Designated Intermediary 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
407the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the SCSBs for
addressing any clarifications or grievances of ASBA Bidders.
Anchor Investors are required to address all grievances in relation to the Issue to the BRLM. All grievances of the
Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as the name of the Sole
Bidder 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 Book Running Lead
Manager where the Bid cum Application Form was submitted by the Anchor Investor.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid
/ Issue 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/Issue Closing Date by the intermediary 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.
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 SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and subject to applicable law 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. 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 per day or 15% per annum of the application amount for the period of such delay, which period shall start
from the day following the receipt of a complaint from the investor.
The following compensation mechanism has become applicable for investor grievances in relation to Bids made
through the UPI Mechanism for public issues opening on or after May 1, 2021, 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 From the date on which the request
withdrawn / deleted applications the Bid Amount, whichever is for cancellation / withdrawal /
higher deletion is placed on the bidding
platform of the Stock Exchanges
till the date of actual unblock.
Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which multiple
the same Bid made through the funds other than the original amounts were blocked till the date
UPI Mechanism application amount; and of 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 1. Instantly revoke the difference From the date on which the funds
Bid Amount amount, i.e., the blocked amount to the excess of the Bid Amount
less the Bid Amount; and were blocked till the date of actual
2. ₹100 per day or 15% per annum unblock.
of the difference amount,
whichever is higher.
408Scenario Compensation amount Compensation period
Delayed unblock for non – ₹100 per day or 15% per annum of From the Working Day subsequent
Allotted / partially Allotted the Bid Amount, whichever is to the finalisation of the Basis of
applications higher. Allotment till the date of actual
unblock.
Further, in terms of SEBI circular 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.
Our Company, the BRLM and the Registrar to the Issue accept no responsibility for errors, omissions, commission
or any acts of any SCSB, Registered broker, Syndicate member, RTA or CDP including any defaults in complying
with its obligations under the SEBI ICDR Regulations.
Disposal of Investor Grievances by our Company
We estimate that the average time required by our Company and/or the Registrar to the Issue for the redressal of
routine investor grievances shall be ten 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 Nisha Gupta, Company Secretary as the Compliance Officer and she may be
contacted in case of any pre-Issue or post-Issue related problems, at the address set forth hereunder.
Address: E-39, RIICO Industrial Area Ext. Bagru
Jaipur – 303 007, Rajasthan, India
Telephone: +91 0141 4810 126
Email Id: investorgrievance@advanceagrolife.com
Our Company has obtained the authentication on the SCORES in compliance with the SEBI circular bearing
number SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013 read with SEBI circular
SEBI/HO/OIAE/IGRD/CIR/P/2019/86 dated August 2, 2019 and the SEBI circular read with the SEBI circular
(CIR/OIAE/1/2014) dated December 18, 2014 and SEBI Circular (SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated
October 14, 2021 and SEBI circular SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022 in relation
to redressal of investor grievances through SCORES.
Further, our Company shall obtain SmartODR registration in terms of the SEBI master circular bearing number
SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated December 28, 2023 in relation online resolution of disputes
in the Indian securities market.
Further, our Board has constituted a Stakeholders’ Relationship Committee, which is responsible for redressal of
grievances of the security holders of our Company. For details, see “Our Management” on page 273 Our
Company has not received any investor grievances during the three years preceding the date of this Prospectus
and as on date, there are no investor complaints pending.
Our Company has not received any investor complaint during the three years preceding the date of this Prospectus.
Further, no investor complaint in relation to our Company is pending as on the date of this Prospectus.
Outstanding Debentures, Bonds or Redeemable Preference Shares
Our Company does not have any outstanding debentures, bonds or redeemable preference shares, as on the date
of this Prospectus.
Partly Paid-Up Shares
409As on the date of this Prospectus, there are no partly paid-up Equity Shares of our Company.
Fees Payable to the Syndicate
The total fees payable to the Syndicate (including underwriting commission and selling commission and
reimbursement of their out-of-pocket expense) will be as per the Syndicate Agreement. For details of the Issue
expenses, see “Objects of the Issue” on page 132 of this Prospectus.
Commission payable to SCSBs, Registered Brokers, CRTAs and CDPs
For details of the commission payable to SCBS, Registered Brokers, CRTAs and CDPs, please see “Objects of
the Issue” on page 132 of this Prospectus.
Disposal of investor grievances by listed Group Companies
Our Company does not have any listed group companies.
Capitalization of Reserves or Profits
Except as disclosed in “Capital Structure” on page 109, our Company has not capitalized its reserves or profits
at any time during the 5 (five) years immediately preceding the date of this Prospectus.
Revaluation of Assets
Our Company has not revalued any assets since incorporation.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not made any application under the SEBI ICDR Regulations for seeking exemption from
complying with any provisions of securities laws, as on the date of this Prospectus.
410SECTION VII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued and Allotted pursuant to the Issue shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms
of the Draft Red Herring Prospectus, the Red Herring Prospectus, this Prospectus, the abridged prospectus, Bid
cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be
incorporated in Allotment Advices and other documents/certificates that may be executed in respect of the Issue.
The Equity Shares 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 SEBI, the
Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the
Issue and to the extent applicable or such other conditions as may be prescribed by the SEBI, the Government of
India, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Issue.
Ranking of the Equity Shares
The Equity Shares being Allotted pursuant to the Issue shall be subject to the provisions of the Companies Act,
2013, our Memorandum of Association and our Articles of Association and shall rank pari passu in all respects
with the existing Equity Shares, including in respect of the right to receive dividend and voting. The Allottees,
upon Allotment of Equity Shares under the Issue, will be entitled to dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. For further details, see “Description of Equity Shares and
Terms of the Articles of Association” beginning on page 446.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, 2013, the Memorandum and Articles of Association and provisions of the SEBI Listing
Regulations and any other guidelines or directions which may be issued by the Government in this regard.
Dividends, if any, declared by our Company after the date of Allotment, will be payable to the Bidders who have
been Allotted Equity Shares in the Issue, for the entire year, in accordance with applicable laws. For details, in
relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of Articles of
Association” beginning on pages 295 and 446, respectively.
Face Value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10 and the Issue Price at the lower end of the Price Band is ₹95 per Equity
Share (“Floor Price”) and at the higher end of the Price Band is ₹100 per Equity Share (“Cap Price”). The
Anchor Investor Issue Price is ₹100 per Equity Share. Employee Discount of ₹5 per Equity Share was offered to
Eligible Employees bidding in the Employee Reservation Portion, and, at the time of making a Bid. Eligible
Employees bidding in the Employee Reservation Portion at a price within the Price Band made payment based
on Bid Amount net of Employee Discount, at the time of making a Bid. Eligible Employees bidding in the
Employee Reservation Portion at the Cut-Off Price ensured payment at the Cap Price, less Employee Discount,
at the time of making a Bid.
The Price Band and the minimum Bid Lot for the Issue was decided by our Company in consultation with the
BRLM, as per applicable law and advertised in all editions of Financial Express, English national daily
newspaper, and all editions of Jansatta, Hindi national daily newspaper,, and all editions of Business Remedies,
a Hindi regional daily newspaper , (Hindi being the regional language of Rajasthan, where our Registered Office
is located), each with wide circulation, at least two Working Days prior to the Bid/Issue Opening Date and was
made available to the Stock Exchanges for the purpose of uploading the same on their websites. The Price Band,
along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, was pre-filled in the Bid
cum Application Forms available on the respective websites of the Stock Exchanges. The Issue Price was
determined by our Company, in consultation with the BRLM after the Bid/ Issue Closing Date, on the basis of
assessment of market demand for the Equity Shares issued by way of Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
411Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity
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, or ‘e-voting’ in accordance with the provisions of
the Companies Act, 2013;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation, subject to any statutory and other preferential claim being
satisfied;
• Right of free transferability, subject to applicable laws including any RBI rules and regulations and
foreign exchange regulations; and
• Such other rights, as may be available to a Shareholder of a listed public company under the
Companies Act 2013, the terms of the SEBI Listing Regulations and the Memorandum and Articles of
Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of
Equity Shares and Terms of Articles of Association” on page 446.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 the Equity Shares shall be allotted only in dematerialized form.
Bidders will not have the option of Allotment of the Equity Shares in physical form. As per the SEBI ICDR
Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges.
In this context, our Company has entered into the following agreements with the respective Depositories and
Registrar to the Issue:
• Tripartite Agreement dated March 24, 2025 among CDSL, our Company and the Registrar to the Issue
• Tripartite Agreement dated March 24, 2025 among NSDL, our Company and the Registrar to the Issue
Market Lot and Trading Lot
Since trading of the Equity Shares on the Stock Exchanges shall only be in dematerialized/electronic form, the
tradable lot is one Equity Share. Allotment in this Issue will be only in dematerialized/electronic form in multiples
of one Equity Share subject to a minimum Allotment of 150 Equity Shares. For further details, see “Issue
Procedure” beginning on page 422.
Compliance with disclosure and accounting norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of any Equity Shares, they shall be deemed to hold such Equity Shares as joint tenants with benefits of
survivorship.
Jurisdiction
The courts of Jaipur at Rajasthan, India will have exclusive jurisdiction in relation to this Issue.
Period of operation of subscription list
See “Bid/Issue Programme” on page 414.
412Nomination facility to Investors
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, 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 Allotted, if any, shall vest to the exclusion of all other persons, unless the
nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which such
person would be entitled if they 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 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 and Corporate 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 the Board, elect either:
(a) to register himself or herself as the holder of the Equity Shares; or
(b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the 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, and if the notice is not complied with within a period of 90 days, the
Board may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode, there is no need to
make a separate nomination with our Company. Nominations registered with respective Depository Participant of
the Bidder would prevail. If the Bidder wants to change the nomination, they are requested to inform their
respective Depository Participant.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to
time.
Withdrawal of the Issue
Our Company, in consultation with the BRLM, reserve the right to not proceed with the Issue, in whole or part
thereof, to the extent of their respective portion of Issued Shares after the Bid/Issue Opening Date but before the
Allotment. In the event that our Company, in consultation with the BRLM, decide not to proceed with the Issue,
our Company shall issue a public notice in the newspapers in which the pre-Issue advertisements were published,
within two days of the Bid/Issue Closing Date or such other time as may be prescribed by the SEBI, providing
reasons for not proceeding with the Issue. In such event, the BRLM through the Registrar to the Issue shall notify
the SCSBs and the Sponsor Bank, to unblock the bank accounts of the ASBA Bidders within one Working Day
from the date of receipt of such notification and also inform the Bankers to the Issue to process refunds to the
Anchor Investors, as the case may be. Our Company shall also inform the same to the Stock Exchanges on which
the Equity Shares are proposed to be listed.
Notwithstanding the foregoing, the Issue 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, in consultation with the Book Running Lead Manager
withdraw the Issue after the Bid/Issue Closing Date and thereafter determines that it will proceed with a public
offering of Equity Shares, our Company shall file a fresh Prospectus with the SEBI and Stock Exchanges.
413Bid/Issue Programme
ANCHOR BID/ISSUE OPENED ON Monday, September 29, 2025
BID/ISSUE OPENED ON Tuesday, September 30, 2025
BID/ISSUE CLOSED ON Friday, October 3, 2025
An indicative timeline in respect of the Issue is set out below:
Event Indicative Date
Finalisation of Basis of Allotment with the On or about Monday October 06, 2025
Designated Stock Exchange
Initiation of refunds (if any, for Anchor Investors) / On or about Tuesday, October 07, 2025
unblocking of funds from ASBA Account*
Credit of Equity Shares to demat accounts of On or about Tuesday, October 07, 2025
Allottees
Commencement of trading of the Equity Shares on On or about Wednesday, October 08, 2025
the Stock Exchanges
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
two Working Days from the Bid/Issue Closing Date for cancelled/ withdrawn/ deleted ASBA 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/Issue 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 Bid/Issue 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
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any
obligation or liability on our Company or the BRLM.
Whilst 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 are taken within
the time prescribed under applicable law, the timetable may be extended due to various factors, such as
extension of the Bid/Issue 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. 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.
SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of this Prospectus may result in changes to the above-mentioned
timelines. Further, the issue procedure is subject to change basis any revised SEBI circulars to this effect.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the
SCSBs on daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the
Bid/Issue 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
Registrar on a daily basis as per the format prescribed SEBI ICDR Master Circular.
In terms of the UPI Circulars, in relation to the Issue, the Book Running Lead Manager 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/ Issue Closing Date, identifying non-adherence to
timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.
414Submission of Bids (other than Bids from Anchor Investors):
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian
Standard Time (“IST”)
Bid/Issue Closing Date*
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
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 Retail Individual Bidders
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 ₹ 0.50 million)
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 of QIBs and NIIs
where Bid Amount is more than ₹ 0.50 million)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. and up to 5.00 p.m. IST
Institutional Investors categories# on Bid/ Issue Closing Date
Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. and up to 5.00 p.m. on
of Bids by RIBs and Eligible Employees Bidding in the Bid/Issue Closing Date
Employee Reservation Portion
**UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Issue Closing Date.
#QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Issue Closing Date, Bids shall be uploaded until:
a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
b) 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs and
Eligible Employees Bidding in the Employee Reservation Portion.
On Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids
received by Retail Individual Bidders and Eligible Employees under the Employee Reservation Portion after
taking into account the total number of Bids received and as reported by the BRLM to the Stock Exchanges.
The Registrar to the Issue was required to 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/ Issue Opening Date till the
Bid/Issue Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s were required to unblock
such applications by the closing hours of the Working Day and submitted a confirmation in respect thereof to the
BRLM and the Registrar to the Issue on a daily basis.
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.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in this Prospectus is IST.
Bidders were cautioned that, in the event a large number of Bids are received on the Bid/Issue Closing Date, some
Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded on the electronic
bidding system will not be considered for allocation under this Issue. Bids and any revision in Bids will be
accepted only during Working Days during the Bid / Issue Period.
415Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no.
NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall
not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids and revisions by
ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided
by the Stock Exchanges.
There was no revision in the Price Band or Issue Period.
None among our Company or any member of the Syndicate is liable for any failure in uploading the Bids due to
faults in any software/ hardware system or the blocking of Bid Amount in the ASBA Account on receipt of
instructions from the Sponsor Bank(s) on account of any errors, omissions or non-compliance by various parties
involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.
In case of discrepancy in data entered in the electronic book vis-a-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as
the final data for the purpose of Allotment.
Minimum Subscription
If subscription level falls below the minimum subscription of 90% of the Issueafter the Bid/ Issue Closing
Date due to withdrawal of Bids, or after technical rejections, or any other reason; or (iii) in case of devolvement
of Underwriting, aforesaid minimum subscription is not received within 60 days from the date of Bid/ Issue
Closing Date; or on account of withdrawal of applications; or after technical rejections; or if the listing or
trading permission is not obtained from the Stock Exchanges for the securities so issued under the issue
document, our Company shall forthwith refund the entire subscription amount received in accordance with
applicable law including the SEBI Master Circular no. SEBI/HO/MIRSD/POD- 1/P/CIR/2024/37 dated May 7,
2024 (to the extent applicable). If there is a delay beyond the prescribed time, our Company and every Director of
our Company, who are officers in default, shall pay interest at the rate of 15% per annum.
Further our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be
allotted shall not be less than 1,000 in compliance with Regulation 49(1) of the 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.
Arrangements for Disposal of Odd Lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form
only and market lot for our Equity Shares will be one Equity Share.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Issue.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for lock-in of the pre-Issue capital of our Company, lock-in of the Promoters’ minimum contribution
under the SEBI ICDR Regulations and the Anchor Investor lock-in as provided in “Capital Structure” on page
109 and except as provided under the Articles of Association, there are no restrictions on transfer of the Equity
Shares. Further, there are no restrictions on transmission of any shares of our Company and on their consolidation
or splitting, except as provided in the Articles of Association. For details, see “Description of Equity Shares and
Terms of Articles of Association” beginning page 446.
416ISSUE STRUCTURE
Initial public offer of up to 19,285,720* Equity Shares for cash at a price of ₹ 100 per Equity Share (including
a premium of ₹90 per Equity Share) aggregating up to ₹1,928.42 million.
The face value of the Equity Shares is ₹ 10 each.
This Issue included a reservation of up to 30,000 Equity Shares aggregating up to ₹2.85 million (constituting up
to 0.05% of the post-Issue paid-up Equity Share Capital of our Company) for subscription by Eligible Employees
(the “Employee Reservation Portion”). The Issue less the Employee Reservation Portion is hereinafter referred
to as “Net Issue”.
A discount of ₹5 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion
in accordance with the SEBI ICDR Regulations and details of which were announced at least two Working Days
prior to the Bid / Issue Opening Date.
The Issue and Net Issue shall constitute 30.00% and 29.95% of the post-Issue paid-up Equity Share Capital of our
Company, respectively.
In terms of Rule 19(2)(b) of the SCRR, the Issue is being made through the Book Building Process, in compliance
with Regulation 6(1) and Regulation 31 of the SEBI ICDR Regulations:
Particulars Eligible QIBs Non-Institutional Retail
Employees# Bidders Individual
Bidders
Number of Equity 30,000 Equity 9,627,860* Equity 2,888,358* Equity 6,739,502*
Shares available for Shares Shares Shares available Equity Shares
Allotment/allocation(2) for allocation or available for
Net Issue less allocation or Net
allocation to QIB Issue less
Bidders and Retail allocation to
Individual Bidders QIB Bidders
and Non-
Institutional
Bidders
Percentage of Issue The Employee Not more than 50% Not less than 15% Not less than
size available for Reservation Portion of the Net Issue was of the Net Issue or 35% of the Net
Allotment/allocation did not exceed 5% made available for the Net Issue less Issue or the
of the post-Issue allocation to QIBs. allocation to QIBs Net Issue less
paid-up Equity However, upto 5% and Retail allocation to
Share capital of the Net QIB Individual Bidders QIBs and Non-
Portion (excluding was made Institutional
the Anchor Investor available for Bidders was
Portion) was made allocation. One- made available
available for third of the Non- for allocation
allocation Institutional
proportionately to Category was
Mutual Funds only. made available for
Mutual Funds allocation to
participating in the Bidders with a Bid
Mutual Fund size of more than
Portion were also ₹200,000 and up to
eligible for ₹1,000,000 and
allocation in the two-thirds of the
remaining balance Non-Institutional
QIB Portion Category was
(excluding the made available for
417Particulars Eligible QIBs Non-Institutional Retail
Employees# Bidders Individual
Bidders
Anchor Investor allocation to
Portion). The Bidders with a Bid
unsubscribed size of more than
portion in the ₹1,000,000.
Mutual Fund
Portion was made
available for
allocation to other
QIBs
Basis of Proportionate; Proportionate as The allotment to Allotment to
Allotment/allocation unless the follows (excluding each Non- each Retail
if respective category Employee the Anchor Investor Institutional Individual
is oversubscribed* Reservation Portion Portion): (a) up to Bidders shall not Bidder shall not
was 192,558 Equity be less than the be less than the
undersubscribed, Shares was made minimum minimum Bid
the value of available for application size, lot, subject to
allocation to an allocation on a subject to availability of
Eligible Employee proportionate basis availability of Equity Shares in
did not exceed to Mutual Funds Equity Shares in the Retail
₹0.20 million (net only; and (b) the Non- Portion and the
of Employee 3,658,586 Equity Institutional remaining
Discount). In the Shares were made Portion and the available Equity
event of available for remaining Shares if any,
undersubscription allocation on a available Equity was allotted on a
in the Employee proportionate basis Shares if any, shall proportionate
Reservation to all QIBs, be Allotted on a basis. For details
Portion, the including Mutual proportionate see, “Issue
unsubscribed Funds receiving basis, in Procedure” on
portion was allocation as per (a) accordance with page 422.
Allocated, on a above. 60% of the the conditions
proportionate basis, QIB Portion specified in the
to Eligible (5,776,716 Equity SEBI ICDR
Employees for a Shares) were Regulations
value exceeding allocated on a subject to: a. one
₹0.20 million (net discretionary basis third of the portion
of Employee to Anchor Investors available to Non-
Discount), subject of which one-third Institutional
to total Allotment to was made available Bidders being
an Eligible for allocation to 962,786 Equity
Employee not Mutual Funds only, Shares were
exceeding ₹0.50 subject to valid Bid reserved for
million (net of received from Bidders Biddings
Employee Mutual Funds at or more than ₹ 0.20
Discount). above the Anchor million and up to
Investor Allocation ₹1.00 million; b.
Price two third of the
portion available to
Non-Institutional
Bidders being
1,925,572 Equity
Shares was
reserved for
Bidders Bidding
more than ₹1.00
418Particulars Eligible QIBs Non-Institutional Retail
Employees# Bidders Individual
Bidders
million. Provided
that the
unsubscribed
portion in either of
the categories
specified in (a) or
(b) above, was
allocated to
Bidders in the
other category.
Minimum Bid 150 Equity Shares Such number of Such number of 150 Equity
and in multiples of Equity Shares and Equity Shares and Shares and in
150 Equity Shares in multiples of 150 in multiples of 150 multiples of 150
thereafter Equity Shares so Equity Shares so Equity Shares
that the Bid that the Bid
Amount exceeds Amount exceeds
₹0.20 million ₹0.20 million
Maximum Bid Such number of Such number of Such number of Such number of
Equity Shares in Equity Shares in Equity Shares in Equity Shares in
multiples of 150 multiples of 150 multiples of 150 multiples of 150
Equity Shares, so Equity Shares so Equity Shares so Equity Shares so
that the maximum that the Bid does that the Bid does that the Bid
Bid Amount by not exceed the size not exceed the size Amount does
each Eligible of the Net Issue of the Net Issue not exceed ₹0.20
Employee in this (excluding the (excluding the million
portion does not Anchor portion), QIB Portion),
exceed ₹0.50 subject to subject to
million less applicable limits. applicable limits
Employee
Discount.
Mode of Allotment Compulsorily in dematerialised form
Bid Lot 150 Equity Shares and in multiples of 150 Equity Shares thereafter
Allotment Lot A minimum of 150 Equity Shares and thereafter in multiples of 150 Equity Share
Trading Lot One Equity Share
Who can apply(3)(4) Eligible Employees Public financial Resident Indian Resident Indian
institutions as individuals, individuals,
specified in Section Eligible NRIs on a Eligible NRIs
2(72) of the non- repatriable and HUFs (in
Companies Act basis, HUFs (in the the name of
2013, scheduled name of Karta), Karta) applying
commercial banks, companies, for Equity
mutual funds corporate bodies, Shares such that
registered with scientific the Bid amount
SEBI, FPIs (other institutions, does not exceed
than individuals, societies, trusts ₹0.20 million in
corporate bodies and FPIs who are value
and family offices), individuals,
VCFs, AIFs, state corporate bodies
industrial and family offices
development which are
corporation, recategorized as
insurance company category II FPIs
registered with and registered with
IRDAI, provident SEBI
419Particulars Eligible QIBs Non-Institutional Retail
Employees# Bidders Individual
Bidders
fund with minimum
corpus of ₹250
million, pension
fund with minimum
corpus of ₹250
million National
Investment Fund set
up by the
Government,
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
Terms of Payment In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors
at the time of submission of their Bids.
In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank
account of the ASBA Bidder (other than Anchor Investors) or by the Sponsor Banks
through the UPI Mechanism (for UPI Bidders using the UPI Mechanism) that is
specified in the ASBA Form at the time of submission of the ASBA Form.
Mode of Bidding^ Only through the Through ASBA process only (except Anchor Investors). In
ASBA process case of UPI Bidders, ASBA process will include the UPI
(including the UPI Mechanism.
Mechanism)
*Assuming full subscription in the Issue
#Eligible Employees Bidding in the Employee Reservation Portion Bidded up to a Bid Amount of ₹0.50 million (net of Employee Discount).
However, a Bid by an Eligible Employee in the Employee Reservation Portion was considered for allocation, in the first instance, for a Bid
Amount of up to ₹0.20 million (net of Employee Discount). In the event of under-subscription in the Employee Reservation Portion the
unsubscribed portion was made available for allocation and Allotment, proportionately to all Eligible Employees who had Bid, for a value in
excess of ₹0.20 million (net of Employee Discount), subject to the maximum value of Allotment made to such Eligible Employee not exceeding
₹0.50 million (net of Employee Discount). Further, an Eligible Employee Bidding in the Employee Reservation Portion could also Bid in the
Net Issue and such Bids was not be treated as multiple Bids subject to applicable limits. Also, undersubscription, in the Employee Reservation
Portion, was added to other reserved category and the unsubscribed portion, was added to the Net Issue.
^SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, had mandated that ASBA applications in public issues
was processed only after the application monies were blocked in the bank accounts of the investors. Accordingly, Stock Exchanges, for all
categories of investors viz. QIBs, NIBs and RIBs and also for all modes through which the applications were processed, accepted the ASBA
applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked.
1. Our Company, in consultation with the BRLM, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with SEBI ICDR Regulations One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, from
domestic Mutual Funds at or above the price Anchor Investor Allocation Price. For details, see “Issue Procedure” on page 422.
2. Subject to valid Bids being received at or above the Issue Price. This was an Issue in terms of Rule 19(2)(b) of the SCRR in compliance
with Regulation 6(1) of the SEBI ICDR Regulations.
3. Subject to valid Bids being received at or above the Issue Price, under-subscriptionin the Non-Institutional Portion or the Retail
Portion was 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-subscriptionin the QIB
Portion was not allowed to be met with spill-over from other categories or a combination of categories. For further details, please see
“Terms of the Issue” on page 411.
4. In the event that a Bid was submitted in joint names, the relevant Bidders should ensure that the depository account was also held in
the same joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. 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 was required to be in the Bid cum Application
Form and such first Bidder was deemed to have signed on behalf of the joint holders. Further, an Eligible Employee Bidding in the
Employee Reservation Portion could also Bid in the Net Issue, and such Bids were not treated as multiple Bids subject to applicable
420limits. Bidders were required to confirm and were deemed to have represented to our Company, the Underwriters, their respective
directors, officers, agents, affiliates and representatives that they were eligible under applicable law, rules, regulations, guidelines and
approvals to acquire the Equity Shares.
5. Full Bid Amount was payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided
that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price was payable by the Anchor
Investor Pay-In Date as indicated in the CAN. Bidders were required to confirm and were deemed to have represented to our Company,
the Underwriters, their respective directors, officers, agents, affiliates and representatives that they were eligible under applicable law,
rules, regulations, guidelines and approvals to acquire the Equity Shares. The Bids by FPIs with certain structures as described under
“Issue Procedure - Bids by FPIs” on page 430 and having same PAN was collated and identified as a single Bid in the Bidding process.
The Equity Shares Allocated and Allotted to such successful Bidders (with same PAN) was proportionately distributed.
421ISSUE PROCEDURE
All Bidders were requires to read the General Information Document for investing in public issues prepared and
issued in accordance with the circular number SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and
UPI Circulars (“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 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 Issue 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 were required to refer to the General Information Document for information in relation to
(i) category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price
discovery and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of CAN and Allotment in the
Issue; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii)
Designated Date; (viii) disposal of applications and electronic registration of bids; (ix) submission of Bid cum
Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances
when an application would be rejected on technical grounds); (xi) applicable provisions of the Companies Act
relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay
in Allotment or refund.
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(“T+3 Circular”)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 Issue 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) to the extent relevant for RTAs, and and rescinded
these circulars (excluding and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023)
to the extent relevant for the RTAs, and SEBI ICDR Master Circular consolidated the aforementioned circulars
and rescinded these circulars to the extent they relate to the SEBI ICDR Regulations. Pursuant to SEBI ICDR
Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent
not rescinded by the SEBI ICDR Master Circular), 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
422processes 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.
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).The aforementioned circular should be read together
with the SEBI RTA ICDR Master Circular.(to the etent applicable)
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/Issue 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 ICDR Master Circular, in case of delays in resolving investor
grievances in relation to blocking/unblocking of funds.
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 lead
managers shall continue to coordinate with intermediaries involved in the said process.
Our Company and the BRLM do not accept any responsibility for the completeness and accuracy of the information
stated in this section and are not liable for any amendment, modification or change in the applicable law which
may occur after the date of this 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 Equity Shares that can be held by them under applicable law or as specified in the Red
Herring Prospectus and this Prospectus.
The BRLM shall be the nodal entity for any issues arising out of public issuance process.
Further, our Company and the BRLM are not liable for any adverse occurrence consequent to the implementation
of the UPI Mechanism for application in this Issue.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023, issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the
Depositories to suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the
aforementioned circulars, our Company may request the Depositories to suspend/ freeze the ISIN in depository
system from or around the date of this Prospectus till the listing and commencement of trading of our Equity
Shares. The shareholders who intend to transfer the pre-Issue shares may request our Company and/or the
Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to
our Company and/or the Registrar. Our Company and/or the Registrar would then send the requisite documents
along with applicable stamp duty and corporate action charges to the respective depository to execute the
transfer of shares under suspended ISIN through corporate action. The transfer request shall be accepted by the
Depositories from our Company till one day prior to Bid / Issue Opening Date.
Book Building Procedure
The Issue was 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, in accordance with Regulation 6(1) of the SEBI ICDR Regulations
wherein not more than 50% of the Net Issue was made available for allocation on a proportionate basis to QIBs,
provided that our Company in consultation with the BRLM allocated up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third was
reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at
or above the Anchor Investor Allocation Price. Further, in the event of under-subscription, or non-allocation in
the Anchor Investor Portion, the balance Equity Shares was added to the Net QIB Portion. Further, 5% of the Net
423QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only and the remainder
of the Net QIB Portion was masde available for allocation on a proportionate basis to all QIB Bidders (other than
Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Issue
Price. Further, not less than 15% of the Net Issue was made available for allocation on a proportionate basis to
Non- Institutional Investors out of which (a) one-third of such portion was reserved for applicants with
application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-third of such portion was
reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion
in either of such sub-categories was allocated to applicants in the other sub-category of Non-Institutional
Investors and not less than 35% of the Net Issue was made available for allocation to Retail Individual Bidders
in accordance with the SEBI ICDR Regulations, subject to valid Bids were received at or above the Issue
Price. Furthermore, up to 30,000 Equity Shares, aggregating up to ₹2.85 million were made available for
allocation on a proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion,
subject to valid Bids having been received at or above the Issue Price, if any.
Subject to valid Bids having been received at or above the Issue Price, under-subscription, if any, in any category,
except in the QIB Portion, was 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 receipt of valid Bids received at or above the Issue Price. Under-subscription, if any,
in the QIB Portion, was not allowed to be met with spill-over from any other category or a combination of
categories. Further, in the event of an under-subscription in the Employee Reservation Portion, such unsubscribed
portion were Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation
Portion, for a value in excess of ₹0.20 million, subject to the total Allotment to an Eligible Employee not
exceeding ₹ 0.50 million. The undersubscription, if any, in the Employee Reservation Portion, were added to
other reserved category and the remaining unsubscribed portion, if any, after such inter-se adjustments among
such reserved categories, were added to the Net Issue.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification
by the Central Board of Direct Taxes dated February 13, 2020, read with press releases dated June 25,
2021, and September 17, 2021, March 30, 2022, and March 28, 2023.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which did not have the details of the Bidders’ depository account,
including the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders Bidding through the
UPI Mechanism), were required to be treated as incomplete and were required to be rejected. Bidders
will not have the option of being Allotted Equity Shares in physical form.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
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 01, 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 has become applicable from June 01, 2019, and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no.
424SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, extended the timeline for implementation of UPI
Phase II till further notice. Under this phase, submission of the ASBA Form by RIBs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continues to be six Working Days
during this phase.
Phase III: This phase has become applicable on a voluntary basis for all Issues opening on or after September
01, 2023 and on a mandatory basis for all Issues opening on or after December 01, 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 Issue was made under UPI Phase III of the UPI Circular on mandatory basis. The same shall be advertised in
all editions of Financial Express, English national daily newspaper, all editions of Jansatta, the Hindi national
daily newspaper, and regional editions of Business Remedies, the Hindi daily newspaper (Hindi being the
regional language of Rajasthan, where our Registered Office is located), each with wide circulation on or prior
to the Bid/Issue Opening Date and such advertisement shall also be made available to the Stock Exchanges for
the purpose of uploading on their websites.
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 ₹0.50 million, shall use UPI.
All SCSBs issuing the facility of making application in public Issues were required to provide facility to make
application using UPI. Our Company had appointed 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.
Pursuant to the UPI Streamlining Circular, 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 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 relevant securities law. Additionally, if there is any delay in the redressal of investors’
complaints, the relevant SCSB as well as the post – Issue BRLM will be required to compensate the concerned
investor.
The processing fees for application made by UPI Bidders using the UPI mechanism may be released to the
remitter banks (SCSBs) only after such banks make an application to the BRLM with a copy to the Registrar, and
such application shall be made only after (i) unblocking of application amounts in the bank accounts 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 in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51)
dated April 20, 2022.
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 were
made available with the Designated Intermediaries at the Bidding Centers, and our Registered Office. An
electronic copy of the Bid cum Application Form was also available for download on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Issue Opening Date.
Copies of the Anchor Investor Application Form were made available at the office of with the BRLM.
All Bidders (other than Anchor Investors) were required to mandatorily participate in the Issue only through the
ASBA process.
425UPI Bidders bidding using the UPI Mechanism were required to provide the valid UPI ID in the relevant space
provided in the Bid cum Application Form and the Bid cum Application Form that does not contain the UPI ID
are liable to be rejected.
Anchor Investors were not permitted to participate in the Issue through the ASBA process. The RIBs could
additionally Bid through the UPI Mechanism. RIBs bidding using the UPI Mechanism must provide the valid
UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that
does not contain the UPI ID are liable to be rejected. Retail Individual Investors Bidding using the UPI Mechanism
may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of
SEBI ASBA Bidders (other than Retail Individual Investors using UPI Mechanism) must provide bank account
details and authorisation to block funds in their respective ASBA Accounts in the relevant space provided in the
ASBA Form and the ASBA Forms that do not contain such details are liable to be rejected or the UPI ID, as
applicable, in the relevant space provided in the ASBA Form.
ASBA Bidders ensured that the Bids were made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centers only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp were liable to be rejected. RIBs using UPI Mechanism, had submitted
their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered
Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA Account. RIBs had
also submitted their ASBA Forms with the SCSBs (except RIBs using the UPI Mechanism). ASBA bidders
ensured that the ASBA Account had sufficient credit balance such that an amount equivalent to the full Bid
Amount could 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 awee 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/Issue
Opening Date till the date of listing of the Equity Shares 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 Issue 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- White
Institutional Bidders, Retail Individual Bidders and
Eligible NRIs applying on a non-repatriation basis(1)
Non-Residents including Eligible NRIs, their sub- Blue
accounts (other than sub-accounts which are foreign
corporates or foreign individuals under the QIB
Portion), FVCIs, FPIs and registered bilateral and
multilateral development financial institutions
applying on a non-repatriation basis(1)
Anchor Investors(2) White
Eligible Employees bidding in the Employee Pink
Reservation Portion(3)
*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
3. Bid cum Application Forms for Eligible Employees shall be available at the Registered Office of our Company
In case of ASBA forms, the relevant Designated Intermediaries were required to upload the relevant bid details in
the electronic bidding system of the Stock Exchanges. For UPI Bidders using UPI Mechanism, the Stock
Exchanges were required to 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 UPI Bidders for blocking of funds. For
ASBA Forms (other than UPI Bidders using UPI Mechanism) Designated Intermediaries (other than SCSBs)
were required to submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank
account and were required to not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock
426Exchanges 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 were required to allow
modification of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already
uploaded.
The Sponsor Bank were required to 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 were required to 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 were required to with the concerned entity (i.e. the Sponsor Bank, NPCI or the issuer
bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI were reqired to share the audit
trail of all disputed transactions/ investor complaints to the Sponsor Banks and the issuer bank. The Sponsor
Banks and the Bankers to the Issue were required to provide the audit trail to the BRLM for analysing the same
and fixing liability. For ensuring timely information to investors, SCSBs were required to send SMS alerts for
mandate block and unblock including details specified in SEBI ICDR Master Circular. For all pending UPI
Mandate Requests, the Sponsor Bank were required to 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/Issue Closing Date (“Cut-Off Time”).
Accordingly, UPI Bidders Bidding using through the UPI Mechanism were required to 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 were required to undertake a reconciliation of Bid responses received from Stock Exchanges
and sent to NPCI and had also ensure that all the responses received from NPCI were sent to the Stock Exchanges
platform with detailed error code and description, if any. Further, the Sponsor Bank were required to 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 were required to 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.
Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all
initial public offers opening on or after September 1, 2022:
(a) Cut-off time for acceptance of UPI mandate was up to 5:00 p.m. on the initial public offer closure date and
existing process of UPI bid entry by syndicate members, registrars to the issue and Depository
Participants continue till further notice;
(b) There was no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on
T+1 day for already uploaded bids. The dedicated window provided for mismatch modification on T+1
day was discontinued;
(c) Bid entry and modification/ cancellation (if any) wasallowed in parallel to the regular bidding period up
to 4.00 p.m. for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individual
Bidders and Eligible Employee Bidders categories on the initial public offer closure day;
(d) QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their
bids;
(e) The Stock Exchanges displayed Issue demand details on its website and for UPI bids the demand
include/consider UPI bids only with latest status as RC 100–black request accepted by Investor/ client,
based on responses/status received from the Sponsor Bank(s).
427ELECTRONIC REGISTRATION OF BIDS
(a) The Designated Intermediary were required to register the Bids using the on-line facilities of the Stock
Exchanges. The Designated Intermediaries were required to 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 Issue.
(b) On the Bid/Issue Closing Date, the Designated Intermediaries were required to upload the Bids till such
time as permitted by the Stock Exchanges and as disclosed in this Prospectus.
(c) The Designated Intermediaries were required to modify select fields uploaded in the Stock Exchange
Platform during the Bid/Issue Period till 5.00 pm on the Bid/Issue Closing Date after which the Stock
Exchange(s) send the bid information to the Registrar to the Issue for further processing.
The Equity Shares issue in the Issue were not and will not be registered under the U.S. Securities Act or
the securities laws of any state of the United States and may not be issue 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 were issued and sold only outside
the United States in reliance on Regulation S and the applicable laws of the jurisdictions where such issues
and sales occurs.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issue or sold, and Bids were not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Participation by Promoters and members of the Promoter Group of the Company, the BRLM and the
Syndicate Members and the persons related to Promoter, Promoter Group, BRLM and the Syndicate
Members.
The BRLM and the Syndicate Members were not allowed to purchase Equity Shares in this Issue in any manner,
except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and
the Syndicate Members could Bid for Equity Shares in the Issue, either in the QIB Portion or in the Non-
Institutional Portion as could be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription could be on their own account or on behalf of their clients. All categories of investors, including
associates or affiliates of the BRLM and Syndicate Members, were required to 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 sponsored by the entities which are associates of the BRLM, Pension funds sponsored by entities
which are associate of BRLM) nor (ii) any “person related to the Promoters/ Promoter Group” shall apply in the
Issue under the Anchor Investor Portion.
For the purposes of this section, a QIB who had any of the following rights were 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.
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.
The Promoters and members of the Promoter Group will not participate in the Issue.
428Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be
lodged along with the Bid cum Application Form. Failing this, our Company in consultation with the BRLM
reserved the right to reject any Bid without assigning any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds were required to specifically state
names of the concerned schemes for which such Bids were made. In case of a Mutual Fund, a separate Bid could
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 was not treated as multiple Bids provided that the Bids clearly indicate the
scheme concerned for which the Bid had been made.
No Mutual Fund scheme could invest more than 10% of its NAV in equity shares or equity related instruments of
any single company provided that the limit of 10% would 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 has the option to obtain copies of Bid cum Application Form from the Designated Intermediaries.
Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRIs bidding on a repatriation basis by using the Non-Resident forms should authorise
their SCSB 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 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 Issue through the
UPI Mechanism were advised to enquire with the relevant bank, whether their account is UPI linked, prior to
submitting a Bid cum Application Form. Participation of Eligible NRIs in the Issue shall be subject to the FEMA
Rules.
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, did not
exceed 5% of the total paid-up equity capital on a fully diluted basis and the total holdings of all NRIs and OCIs
put together did not exceed 10% of the total paid-up equity capital on a fully diluted basis. Provided that the
aggregate ceiling of 10% was raised to 24% if a special resolution to that effect is passed by the members of the
Indian company in a general meeting.
Eligible NRIs were permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI
Circular). Further, subject to applicable law, Eligible NRIs used Channel IV (as specified in the UPI Circular) to
apply in the Issue, provided the UPI facility is enabled for their NRE/ NRO accounts.
Eligible NRIs Bidding on repatriation basis were advised to use the Bid cum Application Form for residents
(Blue in colour).
Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents
(White in colour).
For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 444.
Participation of Eligible NRIs will be subject to the FEMA Non-debt Rules.
Bids by Hindu Undivided Families (“HUFs”)
Bids by Hindu Undivided Families or HUFs were required to apply in the individual name of the Karta. The
Bidder/Applicant were required to specify that the Bid is was 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 were
considered at par with Bids/Applications from individuals.
429Bids by Foreign Portfolio Investors (“FPIs”)
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations are required to be attached to the Bid cum Application Form, failing which our Company in
consultation with BRLM, reserves the right to reject any Bid without assigning any reason.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, had directed
that at the time of finalisation of the Basis of Allotment, the Registrar was required to (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 Issue to ensure there is no breach of the investment limit,
within the timelines for issue procedure, as prescribed by SEBI from time to time.
In terms of the SEBI FPI Regulations, the investment in Equity Shares 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-Issue 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 was 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, was up to the sectoral cap applicable to the sector in which our Company operates (i.e. up to
100%). In terms of the FEMA Non-Debt Rules, for calculating the aggregate holding of FPIs in a company,
holding of all registered FPIs was included.
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 Issue subject to compliance with conditions and restrictions which may be specified by the
Government from time to time. 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.
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 issue, 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 were issued only by persons registered as Category I
FPIs; (ii) such offshore derivative instruments were issued only to persons eligible for registration as Category I
FPIs; (iii) such offshore derivative instruments were issued after compliance with ‘know your client’ norms as
specified by SEBI; 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 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 were
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 were required to comply with
applicable reporting requirements.
An FPI issuing offshore derivate instruments was required to ensure that any transfer of derivative instrument
was made by, or on behalf of it subject to, inter alia, the following conditions:
a) each offshore derivative instruments were transferred to persons subject to fulfilment of SEBI FPI
Regulations; and
b) prior consent of the FPI was obtained for such transfer, except when the persons to whom the
offshore derivative instruments were transferred to are pre-approved by the FPI.
The FPIs who wish to participate in the Issue were advised to use the Bid cum Application Form for non-
residents. (Blue in colour). Further, Bids received from FPIs bearing the same PAN were treated as multiple Bids
and were 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 did not utilize the MIM Structure, and bear the same PAN, were liable to be rejected. In
order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account
430numbers, Client IDs and DP IDs, were 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 manager in such confirmation. In the absence of such confirmation from the
relevant FPIs, such multiple Bids were rejected. Further, in the following cases, the bids by FPIs were not
considered as multiple Bids involving (i) the MIM Structure and indicating the name of their respective
investment manager in such confirmation; (ii) offshore derivative instruments (“ODI”) which had 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 FVCI Regulations and the SEBI AIF Regulations, inter-alia, prescribe the respective investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI.
Accordingly, the holding in any company by any individual VCF or FVCIs (under Schedule I of the FEMA Non-
Debt Rules) registered with SEBI in one venture capital undertaking should not exceed 25% of the corpus of the
VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various prescribed
instruments, including in public issue.
Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A Category
III AIF cannot invest more than 10% of the investible funds in one 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, post the repeal of the Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996 (“SEBI VCF Regulations”), the VCFs which have not re-registered as an AIF 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 funds shall not launch any new scheme after the notification of the
SEBI AIF Regulations.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least one year from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.
There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders were treated on the same
basis with other categories for the purpose of allocation.
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 Eligible Employees
The Bid was for a minimum of 30,000 Equity Shares and in multiples of 150 Equity Shares thereafter so as to
ensure that the Bid Amount payable by the Eligible Employee did not exceed ₹ 0.50 million (net of Employee
Discount). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion did not
exceed ₹ 0.20 million. Only in the event of an under-subscription in the Employee Reservation Portion post the
initial allocation, such unsubscribed portion were allocated on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of ₹ 0.20 million, subject to the total
Allotment to an Eligible Employee not exceeding ₹ 0.50 million.
431The Allotment in the Employee Reservation Portion was on a proportionate basis.
Subsequent undersubscription, if any, in the Employee Reservation Portion, was added to the Net Issue.
Bids under Employee Reservation Portion by Eligible Employees was:
(a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e.Pink, colour form).
(b) The Bidder was an Eligible Employee as defined. In case of joint bids, the first Bidder shall be an
Eligible Employee.
(c) Only Eligible Employees was eligible to apply in this Issue under the Employee Reservation Portion.
(d) Only those Bids, which were received at or above the Issue Price, net of Employee Discount, were
considered for Allotment under this category.
(e) Eligible Employees applied at Cut-off Price.
(f) If the aggregate demand in this category was less than or equal to 150 Equity Shares at or above the
Issue Price, full allocation were made to the Eligible Employees to the extent of their demand.
(g) Under-subscription, if any, in the Employee Reservation Portion, shall be added to the Net Issue.
(h) An Eligible Employee Bidding in the Employee Reservation Portion could also Bid in the Non-
Institutional Portion or the RIB Portion and such Bids were not treated as multiple Bids. Our Company
reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories
In case of under-subscription in the Net Issue, spill over to the extent of under-subscription were permitted from
the Employee Reservation Portion. If the aggregate demand in this category was greater than 150 Equity Shares
at or above the Issue Price, the allocation were made on a proportionate basis.
Please note that any individuals who are directors, employees or promoters of (a) the Lead Managers, Registrar
to the Issue, or the Syndicate Members, or of the (b) ‘associate companies’ (as defined in the Companies Act,
2013, as amended) and ‘group companies’ of such Lead Managers, Registrar to the Issue or Syndicate Members
were not eligible to bid in the Employee Reservation Portion.
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, were
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 were 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.
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 – RBI (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, whichever is lower. Further, the aggregate investment by a banking company in subsidiaries and other
entities engaged in financial services company cannot exceed 20% of the investee company’s paid up share capital
and reserves. However, a banking company were 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 permitted for banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the additional
432acquisition 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 SCSBs
SCSBs participating in the Issue were 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
were 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 was to 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 were required to 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 the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, as amended, are broadly set forth below:
a) 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;
b) 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
c) 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 maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and
(c) above, as the case may be.
*The above limit of 10% was stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment
assets of ₹2,500,000 million or more or the above limit of 10% shall stand substituted as 12% of outstanding equity shares (face value) for
insurers with investment assets of ₹500,000 million or more but less than ₹2,500,000 million.
Insurance companies participating in this Issue were required to comply with all applicable regulations, guidelines
and circulars issued by IRDAI from time to time.
Flow of Events from the closure of bidding period (T DAY) Till Allotment:
On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final
certificates received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA
process with the electronic bid details RTA identifies cases with mismatch of account number as per bid file / Final
Certificate and as per applicant’s bank account linked to depository demat account and seek clarification from
SCSB to identify the applications with third party account for rejection.
• Third party confirmation of applications to be completed by SCSBs on T+1 day.
• RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for
their review/ comments.
433• Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
• The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal
of lots wherever applicable, through a random number generation software.
• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per
process mentioned below:
Process for generating list of allotees:
✓ Instruction was given by RTA in their Software System to reverse category wise all the application
numbers in the ascending order and generate the bucket /batch as per the allotment ratio. For
example, if the application number was 78654321 then system reverses it to 12345687 and if the
ratio of allottees to applicants in a category is 2:7 then the system created lots of 7. If the drawal
of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the system will pick every
3rd and 5th application in each of the lot of the category and these applications was allotted the
shares in that category.
✓ In categories where there was proportionate allotment, the Registrar will prepare the
proportionate working based on the oversubscription times.
✓ In categories where there was undersubscription, the Registrar will do full allotment for all valid
applications.
On the basis of the above, the RTA will work out the allotees, partial allotees and non-allottees, prepare
the fund transfer letters and advice the SCSBs to debit or unblock the respective accounts.
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 million registered with the Pension Fund Regulatory and Development Authority established under Section
3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable law, 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 million (subject to applicable law) and pension funds with a
minimum corpus of ₹250 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 were required to 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, were 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 Issue shall comply with all applicable regulations,
guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs was as prescribed by RBI from time to time.
434Bids 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.
1) Anchor Investor Application Forms were required to be made available for the Anchor Investor Portion
at the offices of the Book Running Lead Manager.
2) The Bid were required to for a minimum of such number of Equity Shares so that the Bid Amount exceeds
₹100 million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum
application size of ₹100 million.
3) One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds subject to
valid Bids having been received from domestic Mutual Funds at or above Anchor Investor Allocation
Price.
4) Bidding for Anchor Investors was opened one Working Day before the Bid/ Issue Opening Date and
was completed on the same day.
5) Our Company in consultation with the Book Running Lead Manager will finalize allocation to the
Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor
Investor Portion were not be less than: (a) maximum of two Anchor Investors, where allocation under the
Anchor Investor Portion is up to ₹100 million; (b) 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, subject to a minimum Allotment of ₹50 million per Anchor Investor; and (c) 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, subject to minimum Allotment of ₹50 million per Anchor
Investor.
6) Allocation to Anchor Investors was completed on the Anchor Investor Bidding Date. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made
available in the public domain by the Book Running Lead Manager before the Bid/ Issue Opening Date,
through intimation to the Stock Exchanges.
7) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the
Bid.
8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount having been
the difference between the Issue Price and the Anchor Investor Allocation Price was payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Issue Price was lower than the
Anchor Investor Allocation Price, Allotment to successful Anchor Investors was at the higher price, i.e.,
the Anchor Investor Issue Price.
9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion were required to
be locked in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity
Shares Allotted to Anchor Investors were required to locked in for a period of 30 days from the date of
Allotment.
10) Neither the Book Running Lead Manager or any associate of the Book Running Lead Manager (other
than Mutual Funds sponsored by entities which are associates of the BRLM or AIFs sponsored by entities
which are associates of the BRLM or FPIs (other than individuals, corporate bodies and family offices)
which are associates of the BRLM or insurance companies promoted by entities which are associates of
the BRLM or pension funds sponsored by entities which are associates of the BRLM) shall apply in the
Issue under the Anchor Investors Portion. For details, see “Issue Procedure” on page 422 Further, no
person related to the Promoters or Promoter Group shall apply under the Anchor Investors category.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Issue.
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 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 the
Prospectus, Prospectus and the Prospectus.
435Information for Bidders
The relevant Designated Intermediary could enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options were 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 did not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip were required to 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 were
permitted to 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 the
Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock
Exchanges.
General Instructions
Please note that QIBs and Non-Institutional Investors were 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
Bidders, Eligible Employees bidding in the Employees Reservation Portion were revised to revise or withdraw
their Bid(s) until the Bid/ Issue Closing Date. Anchor Investors were not allowed to withdraw or lower the size
of their Bids after the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the 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;
2. Ensure that you have Bid within the Price Band;
3. Do not Bid for a Bid Amount exceeding ₹ 0.20 million (for Bids by RIIs).
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 using the UPI Mechanism in the Bid cum Application Form and if you
are an UPI Bidder 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. UPI Bidders using UPI Mechanism shall make Bids only through the SCSBs, mobile applications and
UPI handles shall ensure that the name of the bank appears in the list of SCSBs which are live on UPI,
as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle
which is used for making the application appears in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019. An application made using incorrect UPI
handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is
liable to be rejected;
7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre (except in case of electronic Bids)
within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum
Application Form in the manner set out in the General Information Document;
8. 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;
9. If the first applicant is not the bank account holder, ensure that the Bid cum Application Form is signed
436by the account holder. Ensure that you have mentioned the correct bank account number in the Bid cum
Application Form;
10. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
11. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum
Application Form for all your Bid options from the concerned Designated Intermediary;
12. 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;
13. UPI Bidders Bidding in the Issue to ensure that they shall use only their own ASBA Account or only
their own bank account linked UPI ID (only for UPI Bidders using the UPI Mechanism) to make an
application in the Issue 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. 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 Issue 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;
16. 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;
17. Ensure that the Demographic Details are updated, true and correct in all respects;
18. 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;
19. Ensure that the category and the investor status is indicated in the Bid cum Application Form;
20. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents are submitted;
21. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;
22. 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;
23. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor.
24. RIBs and Eligible Employees bidding in the Employee Reservation Portion 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;
43725. In case of QIBs and NII bidders, 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. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 5:00
p.m. of the Bid/ Issue Closing Date;
27. 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 manager 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;
28. UPI Bidders 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 UPI Bidder may be deemed to
have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the
Bid Amount mentioned in the Bid Cum Application Form; and
29. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM.
30. Bids by Eligible NRIs for a Bid Amount of less than ₹0.20 million would be considered under the Retail
Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹0.20 million would be
considered under the Non- Institutional Category for allocation in the Issue.
31. The ASBA bidders shall ensure that bids above ₹ 500,000 are uploaded only by the SCSBs.
32. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT
notification dated February 13, 2020 and press release dated June 25, 2021, September 17, 2021, March
30, 2022 and March 28, 2023.
The Bid cum Application Form was 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 UPI Bidders 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 submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
14. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
15. Do not submit the General Index Register (GIR) number instead of the PAN;
16. 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
438Registrar to the Issue;
17. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;
18. 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);
19. Any investor including a Retail Individual Investor can submit bids upto an amount of Rs. 5 lakhs
through UPI;
20. 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;
21. Do not Bid for Equity Shares in excess of what is specified for each category;
22. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Issue
size and/or investment limit or maximum number of the Equity Shares that can be held under
applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or
under the terms of the Prospectus;
23. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares 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/Issue Closing Date;
24. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centers;
25. 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;
26. 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 RIBs using the UPI Mechanism;
27. If you are a QIB, do not submit your Bid after 12:00 p.m. on the Bid/ Issue Closing Date (for Physical
Applications) and after 3 p.m. on the QIB Bid / Issue Closing Date (for online applications);
28. 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; and
29. Do not Bid if you are an OCB.
The Bid cum Application Form was 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);
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 ₹0.20 million;
13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
43914. 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/ Issue Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by RIBs uploaded after
5.00 p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchanges.
Further, in case of any pre-Issue or post Issue 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, see “General Information” on page 100.
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/Issue 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/Issue
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. Further, Investors shall be entitled to compensation in the manner specified in the
SEBI ICDR Master Circular no. in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds. For the avoidance of doubt, the provisions of the SEBI ICDR Master Circular
shall be deemed to be incorporated in the deemed agreement of the Company with the SCSBs to the extent
applicable.
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 “General Information – Book Running Lead Manager” on page 101.
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 through the 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 one per cent
of the Issue may be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the Retail Individual Bidders, Non-Institutional
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.
The allotment of Equity Shares to 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 Net Issue shall be available for allocation to Non-
Institutional Bidders. The Equity Shares 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 Non-Institutional Bidder shall not be less than the minimum NII Application Size,
subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares.
440Payment into Escrow Account(s) for Anchor Investors
Our Company, in consultation with the BRLM, in their absolute discretion, decided the list of Anchor Investors
to whom the CAN was sent, pursuant to which the details of the Equity Shares allocated to them in their respective
names were notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into
the Escrow Account(s) were required to be drawn in favour of:
(a) In case of resident Anchor Investors: “ADVANCE AGROLIFE LIMITED ANCHOR-R ACCOUNT”
(b) In case of Non-Resident Anchor Investors: “ADVANCE AGROLIFE LIMITED ANCHOR-NR
ACCOUNT”
Anchor Investors were required to note that the escrow mechanism was 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 Issue to facilitate collections of Bid amounts from Anchor Investors.
Pre-Issue Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company had, after filing the Red Herring Prospectus
and this Prospectus with the RoC, published a pre- Issue advertisement, in the form prescribed by the SEBI ICDR
Regulations, in: (i) , all editions of Financial Express (a widely circulated English national daily newspaper), all
editions of Jansatta (a widely circulated Hindi national daily newspaper) and Hindi editions of Business
Remedies (a widely circulated Hindi daily newspaper, Hindi being the regional language of Jaipur, Rajasthan,
India, where our Registered Office is located), each with wide circulation.
In the pre-Issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/ Issue Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, was in the format prescribed
in Part A of Schedule X of the SEBI ICDR Regulations.
The above information is given for the benefit of the Bidders/applicants. Our Company and the members of the
Syndicate were not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this 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 Issue Price but prior to the filing of Prospectus.
b) After signing the Underwriting Agreement, an updated Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will
contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting
arrangements and will be complete in all material respects.
Allotment Advertisement
Our Company, the Book Running Lead Manager and the Registrar had publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and Hindi editions
of Business Remedies, a Hindi regional daily newspaper (Hindi being the regional language of Rajasthan, where
our Registered Office is located), each with wide circulation.
The information set out above is given for the benefit of the Bidders. Our Company, 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 Prospectus. Bidders 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.
441Undertakings 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 Issue 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 are proposed to be listed shall be taken within three Working
Days of the Bid/Issue 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;
• the funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be
made available to the Registrar to the Issue 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;
• No further issue of the Equity Shares shall be made till the Equity Shares offered through the Red Herring
Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of
non-listing, under- subscription, etc
• Promoter’s contribution, if any, shall be brought in advance before the Bid/ Issue 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 the Issue is withdrawn after the Bid/Issue Closing Date, our Company shall be required to
file an Issue Document with SEBI, in the event a decision is taken to proceed with the Issue
subsequently.
• that our Company shall not have recourse to the Net Proceeds until the final approval for listing and
trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received.
• 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 Issue, 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 Issue.
The decisions with respect to the Price Band, the minimum Bid lot, revision of Price Band, and Issue Price, will
be taken by our Company in consultation with the BRLM, in accordance with applicable law.
Depository Arrangements
The Allotment of the Equity Shares in the Issue shall be only in a dematerialised form (i.e. not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed among our Company, the respective Depositories and the
Registrar to the Issue:
• Tripartite Agreement dated March 24, 2025, among CDSL, our Company and the Registrar to the Issue
• Tripartite Agreement dated March 24, 2025, among NSDL, our Company and the Registrar to the Issue.
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
442c) 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
d) 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 ₹
10.00 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 ₹ 10.00
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 ₹5.00 million or with both.
Utilisation of Issue Proceeds
• The Company specifically confirms and declares that all monies received out of the Issue shall be
transferred to a separate bank account other than the bank account referred to in sub-section 3 of Section
40 of the Companies Act, 2013.
• Details of all monies utilized shall be disclosed and continue to be disclosed till the time any part of the
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 unutilized monies, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such unutilized monies have been invested.
443RESTRICTIONS 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 Circular”), which consolidates 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. Under the current FDI Policy, 100% foreign direct investment is permitted in the industry in
which we operate, under the automatic route, subject to compliance with certain prescribed conditions.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the FDI Circular 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. 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 Issue in writing about such approval along with a copy thereof within the Issue
Period. Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Circular
and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding
is within the sectoral limits under the FDI Circular; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Issue Procedure – Bids
by Eligible NRIs” and “Issue Procedure –Bids by FPIs”, both on page 429.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
The Equity Shares 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 within the United States, except pursuant to exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly,
the Equity Shares are being offered and sold only outside the United States in offshore transactions in
reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where
those offers and sale occur. The Equity Shares have not been and will not be registered, listed or otherwise
qualified in any other jurisdiction outside India and may not be offered or sold, and Applications may not
be made by persons in any such jurisdiction, except in compliance with the applicable laws of such
jurisdiction.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
444The 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 Prospectus. Bidders are advised to make their independent investigations and ensure that
the Bids are not in violation of laws or regulations applicable to them.
445SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION
Pursuant to the Companies Act and the SEBI ICDR Regulations, the Description of Equity Shares and Terms of
the Articles of Association are detailed below. Capitalised terms used in this section have the meaning given to
them in the Articles of Association. Each provision below is numbered as per the corresponding article number
in the Articles of Association and defined terms herein have the meaning given to them in the Articles of
Association.
The following regulations comprised in these Articles of Association were adopted pursuant to members’
resolution passed at the Extraordinary General Meeting held on, 13th February, 2025 in substitution for and to
the entire exclusion of, the regulations contained in the existing Articles of Association of the Company.
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Article1
1. The regulation contained in the Table marked ‘F’ in Schedule F to the Companies Act, 2013 as amended
from time to time, 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.
Article 2
2. The regulations for the management of the Company and for the observance by the members thereto and
their representatives, shall subject to any exercise of the statutory powers of the Company with reference
to the deletion or alteration or addition to its regulations by resolutions as prescribed or permitted by the
Companies Act 2013, as amended from time to time, be such as are contained in these Articles.
General Powers
1. Wherever in the Act or other laws, 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 authorized by
its articles, then and in that case, this Article authorizes and empowers the Company and its board of
directors to have such rights, privileges or authorities to carry such transaction as have been permitted by
the Act, without there being any specific article in that behalf and it shall be deemed that the said rights,
privileges or authorities are existing in these Articles
Act to override these Articles in case of inconsistency
2. Notwithstanding anything contained in these Articles, if any provision of these Articles is inconsistent
with the provisions of the Act or any other laws or becomes inconsistent or repugnant with the provisions
of the Act or any other laws on account of any amendment or modification or statutory re-enactment
thereof, the Company shall be governed and bound by, and the Board shall be deemed to be authorized
by these Articles to comply with, the provisions of the Act or any other laws to the extent of inconsistency
or repugnancy.
Interpretation Clause
I.
In the interpretation of these Articles the following words and expressions shall have the following
meanings unless repugnant to the subject or context.
• “Act” means the Companies Act, 2013 along with the relevant Rules made there under, in force
and any statutory amendment thereto or replacement thereof and including any circulars,
notifications and clarifications issued by the relevant authority under the Companies Act, 2013,
along with the relevant Rules made there under. Reference to Act shall also include the
Secretarial Standards issued by the Institute of Company Secretaries of India constituted under
the Company Secretaries Act, 1980.
• “Annual General Meeting” shall mean a General Meeting of the holders of Equity Shares held
446annually and any adjournment thereof in accordance with the applicable provisions of the Act.
• “Articles” shall mean these articles of association as adopted or as from time to time altered in
accordance with the provisions of these Articles and Act.
• “Auditors” shall mean and include those persons appointed as such for the time being by the
Company.
• “Board” or “Board of Directors” shall mean the collective board of directors of the Company,
as duly called and constituted from time to time, in accordance with Law and the provisions of
these Articles.
• “Board Meeting” shall mean any meeting of the Board, as convened from time to time and any
adjournment thereof, in accordance with law and the provisions of these Articles and Act.
• “Business Day” shall mean a day on which scheduled commercial banks are open for normal
banking business;
• “Capital” or “Share Capital” shall mean the authorized share capital of the Company.
• “Charge” means an interest or lien created on the property or assets of a Company or any of its
undertakings or both as security and includes a mortgage.
• “Chairman / Chairperson” shall mean Chairman of Board of Directors.
• “Company” or “this Company” shall mean Advance Agrolife Limited.
• “Company Secretary” or “Secretary” shall means a Company Secretary as defined in Section
(c) of subsection (1) of Section 2 of the Company Secretary Act, 1980 and who is appointed by
a Company to perform the functions of a Company Secretary under this Act.
• “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” shall mean The Depositories Act, 2018 and shall include any statutory
modification or re-enactment thereof.
• “Director” shall mean any director of the Company, including alternate directors, independent
directors and nominee directors appointed in accordance with the Law and the provisions of
these Articles.
• “Dividend” shall include interim dividends.
• “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.
• “Encumbrance” shall mean any encumbrance including without limitation any mortgage,
pledge, charge, lien, deposit or assignment by way of security, bill of sale, option or right of
pre-emption, entitlement to beneficial ownership and any interest or right held, or claim that
could be raised, by a third party or any other encumbrance or security interest of any kind;
• “Equity Share Capital” shall mean the total issued and paid-up equity share capital of the
Company, calculated on a fully diluted basis.
• “Equity Shares” shall mean fully paid-up equity shares of the Company having a par value per
equity shares of the Company, or any other issued Share Capital of the Company that is
reclassified, reorganized, reconstituted or converted into equity shares of the Company.
• “Executor” or “Administrator” shall mean a person who has obtained probate or letters of
administration, as the case may be, from a court of competent jurisdiction and shall include the
holder of a succession certificate authorizing the holder thereof to negotiate or transfer the
Shares or other Securities of the deceased Shareholder and shall also include the holder of a
certificate granted by the Administrator-General appointed under the Administrator Generals
Act, 1963.
• “Extraordinary General Meeting” shall mean an extraordinary general meeting of the
members duly called and constituted and adjourned holding in accordance with the provisions
of the Articles and Act.
• “Financial Year” shall mean any fiscal year of the Company, beginning on April 1 of each
calendar year and ending on March 31 of the following calendar year.
• “Law/Laws” shall mean all applicable provisions of all (i) constitutions, treaties, statutes, laws
(including the common law), codes, rules, regulations, circulars, ordinances or orders of any
governmental authority and SEBI, (ii) governmental approvals, (iii) orders, decisions,
injunctions, judgments, awards and decrees of or agreements with any governmental authority,
(iv) rules or guidelines for compliance, of any stock exchanges, (v) international treaties,
447conventions and protocols, and (vi) Indian GAAP or Ind-AS or any other generally accepted
accounting principles.
• “Memorandum” shall mean the Memorandum of Association of the Company, as amended
from time to time.
• “Member” – means duly registered holder for the time being of the shares of the Company
and in case of shares held in dematerialized form, such person whose name is entered as a
beneficial owner in the records of a depository
• "Month" means a calendar month.
• “Office” shall mean the registered office for the time being of the Company.
• “Paid-up” shall include the amount credited as paid up.
• “Person” shall mean any natural person, sole proprietorship, partnership, company, body
corporate, governmental authority, joint venture, trust, association or other entity (whether
registered or not and whether or not having separate legal personality).
• “Register of Members” shall mean the register of Shareholders to be kept pursuant to Section
88 of the Act.
• “Registrar” shall mean the Registrar of Companies, from time to time having jurisdiction over
the Company.
• “Rules” shall mean the rules made under the Act and as notified from time to time.
• “Seal” shall mean the common seal(s) for the time being of the Company, if any or any other
method of authentication of documents as specified under the Act or amendment thereto.
• “SEBI” shall mean the Securities and Exchange Board of India, constituted under the Securities
and Exchange Board of India Act, 1992.
• “SEBI Listing Regulations” shall mean the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, any statutory amendment thereto and any listing agreement
entered into by the Company with the Stock Exchanges.
• “Securities” or “securities” shall mean any Share (including Equity Shares), scrips, stocks,
bonds, debentures, warrants or options whether or not, directly or indirectly convertible into, or
exercisable or exchangeable into or for Equity Shares, and any other marketable securities.
• “Shares” or “shares” shall mean any share issued in the Share Capital of the Company,
including Equity Shares, preference shares and includes stock.
• “Shareholder” or “shareholder” or “member” shall mean any shareholder of the Company,
from time to time.
• “Shareholders’ Meeting” shall mean any meeting of the Shareholders of the Company,
including Annual General Meetings as well as Extraordinary General Meetings, convened from
time to time in accordance with the Act, applicable Laws and the provisions of these Articles.
• “Stock Exchanges” shall mean the BSE Limited, the National Stock Exchange of
India Limited and any other stock exchange in India where the Securities will be / are listed.
Interpretation
In these Articles (unless the context requires otherwise):
a) References to a person shall, where the context permits, include such person’s respective
successors, legal heirs and permitted assigns.
b) The descriptive headings of Articles are inserted solely for convenience of reference and are not
intended as complete or accurate descriptions of content thereof and shall not be used to interpret
the provisions of these Articles and shall not affect the construction of these Articles.
c) References to articles and sub-articles are references to Articles and sub-articles of and to these
Articles unless otherwise stated and references to these Articles include references to the articles
and sub-articles herein.
d) Words importing the singular include the plural and vice versa, pronouns importing a gender
include each of the masculine, feminine and neuter genders, and where a word or phrase is
defined, other parts of speech and grammatical forms of that word or phrase shall have the
corresponding meanings.
e) Wherever the words “include,” “includes,” or “including” is used in these Articles, such words
shall be deemed to be followed by the words “without limitation”.
f) The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in these
Articles mean and refer to these Articles and not to any particular Article of these Articles,
448unless expressly stated otherwise.
g) Reference to statutory provisions shall be construed as meaning and including references also
to any amendment or re- enactment for the time being in force and to all statutory instruments
or orders made pursuant to such statutory provisions.
h) In the event any of the provisions of the Articles are contrary to the provisions of the Act and
the Rules, the provisions of the Act and Rules will prevail.
Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject
or context, bear the same meaning in these Articles.
Public Company
II. (1) “public company” means a company which—
(a) is not a private company;
(b) has a minimum paid-up share capital as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be
deemed to be public company for the purposes of this Act even where such subsidiary company
continues to be a private company in its articles
Share capital and Variation of Rights
III. 1. 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 a
premium or at par and at such time as they may from time to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled
to receive within two months after incorporation, in case of subscribers to the memorandum
or after allotment or within one month after the application for the registration of transfer or
transmission or within such other period as the conditions of issue shall be provided, -
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees
for each certificate after the first.
(ii) Every certificate shall specify the shares to which it relates and the amount of paid-up thereon
and shall be signed by two directors or by director and the company secretary, where the
company has appointed a company secretary:
Provided that in case the company has a common seal, it shall be affixed in the presence of
the persons required to sign certificate.
(iii) In respect of any 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 for a share to one of
several joint holders shall be sufficient delivery to all such holders.
3. (i) If any share 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 is lost or
destroyed then upon proof thereof to the satisfaction of the company and on execution of
such indemnity as the company deem adequate, a new certificate in lieu thereof shall be
given. Every certificate under this Article shall be issued without payment of fee if the
directors so decide or on payment of not exceeding twenty rupees for each certificate as the
directors shall prescribe.
Every Certificate shall be issued in such manner as prescribed under the Act or Rules framed
thereunder or under other applicable laws applicable from time to time.
The particulars of every renewed or duplicate share certificate issued shall be entered
forthwith in a Register of Renewed and Duplicate Share Certificates maintained in
prescribed format indicating against the name(s) of the person(s) to whom the certificate is
issued, the number and date of issue of the share certificate in lieu of which the new
certificate is issued, and the necessary changes indicated in the Register of Members by
449suitable cross-references in the “Remarks” column.
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 the rules made under Securities Contracts (Regulation) Act, 1956, or any other Act, or
rules applicable in this behalf.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures and other
securities of the company.
4. Except as required by law, no person shall be recognized 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 recognize (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.
5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6)
of section 40, 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 by that section and rules made
thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules
made under sub-section (6) of section 40.
(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.
6. (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 section 48, 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.
7. 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.
8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary
resolution, be issued on the terms that they are to be redeemed on such terms and in such manner
as the company before the issue of the shares may, by special resolution, determine.
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, the 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.
The Company may exercise the powers of issuing sweat equity shares conferred by Section 54 of
the Act of a class of shares already issued subject to such conditions as may be specified in the Act
and Rules framed thereunder.
The Company may provide share-based benefits including but not limited to Stock Options, Stock
Appreciation Rights, or any other co-investment share plan and other forms of share-based
compensations to Employees including its Directors other than independent directors and such other
persons as the rules may allow, under any scheme, subject to the provisions of the Act, the Rules
made thereunder and any other law for the time being in force, by whatever name called.
Subject to compliance with applicable provision of the Act and Rules framed thereunder and other
applicable laws, the Company shall have power to issue depository receipts and other permissible
securities in any foreign country and to seek listing thereof on any foreign stock exchange(s).
450Subject to compliance with applicable provisions of the Act and Rules framed thereunder, the
Company shall have power to issue any kind of securities or kinds of share capital as permitted to
be issued under the Act and rules framed thereunder.
The Company may issue warrants subject to compliance with the provisions of the Act, the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 or any statutory modifications or
re-enactment thereof and other applicable laws as may be applicable.
The provisions of these Articles relating to share capital and variation of rights thereon shall mutatis
mutandis apply to Debentures and other securities of the Company, as applicable.
The Board shall comply with such Rules or Regulations or Requirements of any stock exchange or
the Rules made under Securities Contract (Regulations) Act, 1956 or any other Act or Rules as may
be applicable for the purpose of these Articles.
Provided that any restriction, condition or prohibition required to be included in the Articles of
Association pursuant to any such Rules, Regulations or Requirements of any stock exchange or the
Rules made under Securities Contract (Regulations) Act, 1956 or any other Act and which are not
incorporated in these Articles shall be deemed have effect as if such restriction, condition or
prohibition are expressly provided by or under these Articles.
Company shall not give whether directly or indirectly, by means of a loan, guarantee, the provision
of security or otherwise, any financial assistance for or in connection with the purchase or
subscription of any shares in the Company or in its holding Company, save as provided by Section
67 of the Act.
If by the conditions of allotment of any share the whole or part of the amount or issue price thereof
shall be payable by installment, every such installment shall when due be paid to the Company by
the person who for the time being and from time to time shall be the registered holder of the share
or his legal representative.
Dematerialization
8A. Subject to the provisions of the Act and Rules made thereunder the Company shall offer its members
facility to hold securities issued by it in dematerialized form and will offer the Securities for
subscription in dematerialized form pursuant to the Depositories Act, 1996 and the rules framed
thereunder, if any, and the register and index of beneficial owners maintained by the relevant
Depository under section 11 of the Depositories Act, 1996, shall be deemed to be the corresponding
register and index maintained by the Company.
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 records 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 to or interest
in such share on the part of any other person whether or not it shall have express or implied notice
thereof.
Unless otherwise permitted under the Act or the Depositories Act, 1996, the Company shall offer
and allot, and every person subscribing to securities offered by the Company shall hold, the
securities in dematerialized form with a Depository. The Company shall intimate such Depository
the details of allotment of the security, and on receipt of the information, the Depository shall enter
in the records the name of the allottee as the beneficial owner of the security. Such a person who is
a beneficial owner of the securities can at any time opt out of a Depository, if permitted by the law,
in respect of any security in the manner provided by the Depositories Act, 1996, and the Company
shall, in the manner and within the time prescribed issue to the beneficial owner the required
Certificates of Securities.
All securities held by a depository shall be dematerialized and be in fungible form. Nothing
contained in Sections 89 and 90 and such other applicable provisions of the Act shall apply to a
Depository in respect of the securities held by it on behalf of the beneficial owners.
(a) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository
shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of
securities on behalf of the beneficial owner. (b) Save and otherwise provided above, the Depository
451as the registered owner of the securities shall not have any voting rights or any other rights in respect
of the securities held by it. (c) Every person holding securities of the Company and whose name is
entered as the beneficial owner in the records of the Depository shall be deemed to be a member of
the Company. The beneficial owner of securities shall be entitled to all rights and benefits and be
subject to all liabilities in respect of the securities held by a Depository on behalf of the beneficial
owner.
Notwithstanding anything contained in these Articles, where securities issued by the Company are
dealt with by a Depository, the Company shall intimate the details thereof to the Depository
immediately on allotment of such securities.
Nothing contained in Section 45 of the Act or these Articles regarding the necessity of having
distinctive numbers for securities issued by the Company, shall apply to securities held with a
Depository.
Lien
9. (i). The company shall have a first and paramount lien
a. on every share (not being a fully paid share), for all monies (whether presently payable or
not) called, or payable at a fixed time, in respect of that share; and
b. on all shares (not being fully paid shares) 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 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). That fully paid shares shall be free from all lien and that in the case of partly paid shares the
Issuer’s lien shall be restricted to moneys called or payable at a fixed time in respect of such
shares.
10. 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.
11. (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.
12. (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.
No Shareholder shall exercise any voting right in respect of any shares or Debentures
registered in his name on which any calls or other sums presently payable by him have not
been paid, or in regard to which the Company has exercised any right of lien.
Underwriting and Brokerage
12A.
(a) Subject to the applicable provisions of the Act, the Company may at any time pay a
commission to any person in connection with the subscription or procurement of
452subscription to its securities, whether absolute or conditional, for any shares or Debentures
in the Company in accordance with the provisions of the Companies (Prospectus and
Allotment of Securities) Rules, 2014.
(b) The Company may also, on any issue of shares or Debentures, pay such reasonable
brokerage as may be lawful.
Calls on Shares
13. (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.
(iv) That any amount paid up in advance of calls on any share may carry interest but shall not in
respect thereof confer a right to dividend or to participate in profits.
14. 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.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. (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.
17. (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.
18. 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; 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.
Transfer of Shares
19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of
both the transferor and transferee.
(ii) Where the application is made by the transferor and relates to partly paid shares, the transfer
shall not be registered unless the Company gives notice of the application to the transferee
in a prescribed manner and the transferee communicates no objection to the transfer within
2 (two) weeks from the receipt of the notice.
(iii) 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.
45320. The Board may, subject to the right of appeal conferred by section 58 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.
21. The Board may decline to recognize any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of
section 56;
(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.
22. 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.
Transmission of Shares
23. (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.
24. (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.
25. (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.
26. 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.
454In the case of transfer and transmission of shares or other marketable securities where the Company
has not issued any certificates and where such shares or securities are being held in any electronic
and fungible form in a Depository, the provisions of the Depositories Act, 1996 shall apply.
Every holder of securities of the Company who intends to transfer such securities shall get such
securities dematerialized before the transfer;
Provided that, requests for effecting transfer of securities shall not be processed by the Company
unless the securities are held in the dematerialized form with a depository.
Nothing contained in Section 56 of the Act or these Articles shall apply to transfer of securities
issued by the Company, affected by a transferor and transferee both of whom are entered as
beneficial owners in the records of a Depository.
NOMINATION
a) Notwithstanding anything contained in these Articles, every holder of securities of the Company
may, at any time, nominate a person in whom his/her securities shall vest in the event of his/her death
and the provisions of Section 72 of the Act, shall apply in respect of such nomination.
b) No person shall be recognized by the Company as a nominee unless an intimation of the appointment
of the said person as nominee has been given to the Company during the lifetime of the holder(s) of
the securities of the Company in the manner specified under Section 72 of the Act, read with Rule
19 of the Companies (Share Capital and Debentures) Rules, 2014.
c) The Company shall not be in any way responsible for transferring the securities consequent upon
such nomination.
If the holder(s) of the securities survive(s) nominee, then the nomination made by the holder(s) shall be of
no effect and shall automatically stand revoked.
A nominee, upon production of such evidence as may be required by the Board and subject as hereinafter
provided, elect, either-
a) to be registered himself as holder of the security, as the case may be; or
b) to make such transfer of the security, as the case may be, as the deceased security holder, could
have made;
c) if the nominee elects to be registered as holder of the security, himself, he shall deliver or send to
the Company, a notice in writing signed by him stating that he so elects and such notice shall be
accompanied with the death certificate of the deceased security holder;
d) a nominee shall be entitled to the same dividends and other advantages to which he would be entitled
to, if he were the registered holder of the security except that he shall not, before being registered
as a member in respect of his security, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company.
Forfeiture and Surrender of shares
27. If a member fails to pay any call, or instalment of a call, or any moneys due in respect of any shares
either by way of principal or interest 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 any part thereof or other
moneys as aforesaid remains unpaid, serve a notice on him or his legal representatives or to any of
the Persons entitled to the shares by transmission requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued.
28. 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.
45529. 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. Such forfeiture shall
include all Dividends declared or any other money payable in respect of the forfeited share and not
actually paid before the forfeiture subject to the applicable provisions of the Act.
When any share shall have been so forfeited, notice of the forfeiture shall be given to the
Shareholder on whose name it stood immediately prior to the forfeiture or if any of his legal
representatives or to any of the Persons entitled to the shares by transmission, and an entry of the
forfeiture with the date thereof, shall forthwith be made in the Register of Members, but no
forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to
make any such entry as aforesaid.
30. (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.
31. (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.
32. (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.
Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate or certificates originally issued in respect of the relevant shares shall, (unless the same
shall on demand by the Company have been previously surrendered to it by the defaulting
Shareholder), stand cancelled and become null and void and of no effect and the Board shall be
entitled to issue a new certificate or certificates in respect of the said shares to the person or persons
entitled thereto.
The Board may, at any time, before any share so forfeited shall have been sold, re- allotted or
otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit.
The Directors may, subject to the provisions of the Act, accept a surrender of any share from or
by any Member desirous of surrendering on such terms the Directors may think fit.
33. 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
34. The company may, from time to time, by ordinary resolution increase the share capital by such sum,
456to be divided into shares of such amount, as may be specified in the resolution.
35. Subject to the provisions of section 61, the company may, by ordinary resolution, —
(a) consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully
paid-up shares of any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by
the memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or
agreed to be taken by any person.
(e) Permission for sub-division/ consolidation of share certificates
36. 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
“stock-holder” respectively.
37. The company may, by special resolution, reduce in any manner and with, and subject to, any
incident authorized and consent required by law, —
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalization of Profits
38. (i) The company in general meeting may, upon the recommendation of the Board, resolve—
(a) that it is desirable to capitalize 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 (iii), 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;
(E) The Board shall give effect to the resolution passed by the company in pursuance of
457this regulation.
39. (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
capitalized 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 authorize 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 capitalization, 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 capitalized, 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
40. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to
70 and any other applicable provision 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
41. All general meetings other than annual general meeting shall be called extraordinary general
meeting.
42. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are
not within India, any director or any two members of the company may call an extraordinary
general meeting in the same manner, as nearly as possible, as that in which such a meeting
may be called by the Board.
Proceedings at general meetings
43. (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 section 103.
44. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the
company.
45. 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.
46. 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.
Adjournment of meeting
47. (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.
458(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 section 103 of 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.
Voting rights
48. (i). Subject to any rights or restrictions for the time being attached to any class or classes of
shares
(ii). on a show of hands, every member present in person shall have one vote; and
(iii). 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.
49. A member may exercise his vote at a meeting by electronic means in accordance with section 108
and shall vote only once.
50. (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.
51. 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 committee or other
legal guardian, and any such committee or guardian may, on a poll, vote by proxy.
52. Any business other than that upon which a poll has been demanded maybe proceeded with, pending
the taking of the poll.
53. 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
54. (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
55. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which
it is signed or a notarized 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.
56. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section
105.
57. 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
459meeting at which the proxy is used.
Board of Directors
58.
(a) Unless otherwise determined by General Meeting, the number of Directors shall not be less than
three (3) and not more than fifteen (15), and at least one (1) Director shall be resident of India in
the previous year
Provided that the Company may appoint more than fifteen (15) directors after passing a Special
Resolution.
(b) The Persons named hereinafter are the Directors of the Company at the time of adoption of new set
of Articles:
1. Shri Hanuman Sahai Jat
2. Shri Gopal Lal Jat
3. Shri Madan Lal Jat
The Company shall also comply with the provisions of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the provisions of the SEBI Listing Regulations or any
other Law, if applicable to the Company. The Board shall have an optimum combination of
executive, Non-executive and Independent Directors with at least 1 (one) woman Director, as may
be prescribed by Law from time to time.
(c) Subject to Article 41(a), Sections 149, 152 and 164 of the Act and other provisions of the Act, the
Company may increase or reduce the number of Directors.
(d) The Company may, and subject to the provisions of Section 169 of the Act, remove any Director
before the expiration of his period of office and appoint another Director.
(e) Whenever the Company enters into a contract with any Government, Central, State or Local, any
bank or financial institution or any person or persons (hereinafter referred to as “the appointer”) for
borrowing any money or for providing any guarantee or security or for technical collaboration or
assistance or for under-writing, the Directors shall have, subject to the provisions of the Act and
notwithstanding anything to the contrary contained in these Articles, the power to agree that such
appointer, to appoint by a notice in writing addressed to the Company, one or more persons as a
Director or Directors of the Company for such period and upon such conditions as may be
mentioned in the agreement. Any Director so appointed is herein referred to as a Nominee Director.
(f) The Nominee Director/s so appointed shall not be required to hold any qualification shares in the
Company nor shall be liable to retire by rotation. The Board of Directors of the Company shall have
no power to remove from office the Nominee Director/s so appointed. The said Nominee Director/s
shall be entitled to the same rights and privileges including receiving of notices, copies of the
minutes, sitting fees, etc. as any other Director of the Company is entitled.
(g) If the Nominee Director/s is an officer of any of the financial institution the sitting fees in relation
to such nominee Directors shall accrue to such financial institution and the same accordingly be
paid by the Company to them. The Financial Institution shall be entitled to depute observer to attend
the meetings of the Board or any other Committee constituted by the Board.
The Nominee Director/s shall, notwithstanding anything to the contrary contained in these Articles,
be at liberty to disclose any information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.
The Board may appoint an Alternate Director to act for a Director (hereinafter called “The Original
Director”) during his absence for a period of not less than three months from India. An Alternate
Director appointed under this Article shall not hold office for period longer than that permissible to
the Original Director in whose place he has been appointed and shall vacate office if and when the
Original Director returns to India. If the term of office of the Original Director is determined before
he so returns to India, any provision in the Act or in these Articles for the automatic re-appointment
of retiring Director in default of another appointment shall apply to the Original Director and not to
the Alternate Director.
Subject to the provisions of the Act, the Board shall have power at any time and from time to time
to appoint any other person to be an Additional Director but so that the total number of Directors
shall not at any time exceed the maximum fixed under these Articles. Any such Additional Director
shall hold office only up to the date of the next Annual General Meeting but shall be eligible for
460appointment by the Company as a Director at that Meeting subject to the provisions of the Act.
Subject to the provisions of the Act, the Board shall have power at any time and from time to time
to appoint a Director, whose appointment shall be subsequently approved by members in the
immediate next general meeting, if the office of any director appointed by the company in general
meeting is vacated before his term of office expires in the normal course, who shall hold office only
up to the date up to which the Director in whose place he is appointed would have held office if it
had not been vacated by him.
The Company shall appoint such number of Independent Directors as it may deem fit, for a term
specified in the resolution appointing him. An Independent Director may be appointed to hold office
for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-
appointment on passing of Special Resolution and such other compliances as may be required in
this regard. No Independent Director shall hold office for more than two consecutive terms. The
provisions relating to retirement of directors by rotation shall not be applicable to appointment of
Independent Directors.
The office of a Director shall be deemed to be vacated in accordance with Section 167 of the Act
The Company may by an ordinary resolution remove any Director (not being a Director appointed
by the Tribunal in pursuance of Section 242 of the Act) in accordance with the provisions of Section
169 of the Act. A Director so removed shall not be re-appointed a Director by the Board of Directors.
Subject to the provisions of Section 168 of the Act a Director may at any time resign from his office
upon giving notice in writing to the Company of his intention so to do, and thereupon his office
shall be vacated.
59. (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.
60. The Board may pay all expenses incurred in getting up and registering the company.
61. The company may exercise the powers conferred on it by section 88 with regard to the keeping of
a foreign register; and the Board may (subject to the provisions of that section) make and vary such
regulations as it may think fit respecting the keeping of any such register.
62. 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.
63. 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.
64. (i) Subject to the provisions of section 149, 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.
Proceedings of the Board
65. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate
its meetings, as it thinks fit.
461(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.
(iii) At least 4 (four) Board Meetings shall be held in any calendar year and there should not be
a gap of more than 120 (one hundred twenty) days between two consecutive Board Meetings.
(iv) The participation of Directors in a meeting of the Board may be either in person or through
video conferencing or other audio-visual means, as may be prescribed under the Act, which
are capable of recording and recognizing the participation of the Directors and of recording
and storing the proceedings of such meetings along with date and time. However, such
matters as provided under the Companies (Meetings of Board and its Powers) Rules, 2014
shall not be dealt with in a meeting through video conferencing or other audio-visual means.
Any meeting of the Board held through video conferencing or other audio-visual means shall
only be held in accordance with the Companies (Meetings of Board and its Powers) Rules,
2014.
66. (i) The quorum for a meeting of the Board shall, unless otherwise provided under the Act or
other applicable laws, be one-third of its total strength (any fraction contained in that one
third being rounded off as one), or two directors whichever is higher and the directors
participating by video conferencing or by other permitted means shall also counted for the
purposes of this Article. Provided that where at any time the number of interested Directors
exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors,
that is to say, the number of the Directors who are not interested, being not less than two,
shall be the quorum during such time.
Explanation: The expressions “interested Director” shall have the meanings given in Section
184(2) of the said Act and the expression “total strength” shall have the meaning as given in
Section 174 of the Act.
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) Save as otherwise expressly provided in the Act, questions arising at any meeting of the
Board shall be decided by a majority of votes.
(iii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or
casting vote.
67. 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.
68. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is
to hold office.
(ii) The same individual may be appointed as the chairperson of the Company as well as the
managing Director and/or the chief executive officer of the Company, subject to applicable
Law including the SEBI Listing Regulations.
(iii) 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.
69. (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) The Meetings and proceedings of any such Committee of the Board consisting of two or
more members shall be governed by the provisions herein contained for regulating the
meetings and proceedings of the Directors so far as the same are applicable thereto. 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.
70. (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.
71. (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.
72. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a
462director, 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.
73. 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.
Resolution by Circulation
No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by
circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to
all the Directors, or members of the committee, as the case may be, at their addresses registered with
the company in India by hand delivery or by post or by courier, or through such electronic means as may
be prescribed and has been approved by a majority of the Directors or members, who are entitled to vote
on the resolution:
Provided that, where not less than one-third of the total number of Directors of the company for the time
being require that any resolution under circulation must be decided at a meeting, the chairperson shall put
the resolution to be decided at a meeting of the Board.
A resolution approved by way of circulation shall be noted at a subsequent meeting of the Board or the
committee thereof, as the case may be, and made part of the minutes of such meeting.
Powers of the Board
The business of the Company shall be managed by the Board who may exercise all such powers of the
Company and do all such acts and things as may be necessary, unless otherwise restricted by the Act, or
by any other law or by the Memorandum or by these Articles required to be exercised by the Company in
General Meeting. However, no regulation made by the Company in General Meeting shall invalidate any
prior act of the Board which would have been valid if that regulation had not been made.
Managing and Whole-Time Directors
(a) Subject to the provisions of the Act and of these Articles, the Directors may from time to time appoint one
or more of their body to be a Managing Director, Joint Managing Director or Managing Directors or Whole-
time Director or Whole-time Directors or Manager either for a fixed term or for such term not exceeding
five years at a time as they may think fit to manage the affairs and business of the Company and may from
time to time (subject to the provisions of any contract between him or them and the Company if any)
remove or dismiss him or them from office and appoint another or others in his or their place or places.
(b) Subject to the provisions of the Act and these Articles, the Managing Director, or the Whole Time Director
shall not, while he continues to hold that office, be subject to retirement by rotation but he shall, subject to
the provisions of any contract between him and the Company, be subject to the same provisions as the
resignation and removal of any other Directors of the Company and he shall ipso facto and immediately
cease to be a Managing Director or Whole Time Director if he ceases to hold the office of Director from
any cause provided that if at any time the number of Directors (including Managing Director or Whole
Time Directors) as are not subject to retirement by rotation shall exceed one-third of the total number of
the Directors for the time being, then such of the Managing Director or Whole Time Director or two or
more of them as the Directors may from time to time determine shall be liable to retirement by rotation to
the intent that the Directors not so liable to retirement by rotation shall not exceed one-third of the total
number of Directors for the time being.
(c) A Managing Director or Whole-time Director who is appointed as Director immediately on the retirement
by rotation shall continue to hold his office as Managing Director or Whole-time Director and such re-
appointment as such Director shall not be deemed to constitute a break in his appointment as Managing
Director or Whole-time Director.
(d) (a) Subject to control, direction and supervision of the Board of Directors, the day-to-day management of
the company will be in the hands of the Managing Director or Whole-time Director appointed in accordance
463with regulations of these Articles with powers to the Directors to distribute such day-to-day management
functions among such Directors and in any manner as may be directed by the Board. (b) The Directors may
from time to time entrust to and confer upon the Managing Director or Whole-time Director for the time
being save as prohibited in the Act, such of the powers exercisable under these presents by the Directors as
they may think fit, and may confer such objects and purposes, and upon such terms and conditions, and
with such restrictions as they think expedient; and they may subject to the provisions of the Act and these
Articles confer such powers, either collaterally with or to the exclusion of, and in substitution for, all or
any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary
all or any such powers. (c) The Company’s General Meeting may also from time to time appoint any
Managing Director or Managing Directors or Whole-time Director or Whole-time Directors of the
Company and may exercise all the powers referred to in these Articles. (d) The Managing Director or
Whole-time Director shall be entitled to sub-delegate (with the sanction of the Directors where necessary)
all or any of the powers, authorities and discretions for the time being vested in them to any officers of the
Company or any persons/firm/company/ other entity for the management and transaction of the affairs of
the Company in any specified locality in such manner as they may think fit. (e) Notwithstanding anything
contained in these Articles, the Managing Director or Whole-time Director is expressly allowed generally
to work for and contract on behalf of the Company and specially to do the work of Managing Director or
Whole-time Director and also to do any work for the Company upon such terms and conditions and for
such remuneration (subject to the provisions of the Act) as may from time to time be agreed between them
and the Directors of the Company.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
74. 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.
75. A provision of the Act or these regulations requiring or authorising 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.
76. The Seal
Common seal is not mandatory under the Companies Act 2013, therefore not required.
Dividends and Reserve
77. The company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
78. 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.
79. (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.
46480. (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.
81. 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.
82. (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. The Company shall not be bound to register more than
three persons as the joint holders of any share. The Company shall not be liable or
responsible for any cheque or warrant lost in transmission or for any dividend lost to the
member or person entitled thereto by forged endorsements on any cheque or warrant, or the
fraudulent or improper recovery thereof by any other means.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is
sent.
83. 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.
Except as ordered by a Court of competent jurisdiction or as by law required, the Company shall
not be bound to recognize (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 is by
these Articles otherwise expressly provided or by law otherwise provided) any right in respect of a
share other than an absolute right thereto, in accordance with these Articles, in the person from time
to time registered as the holder thereof but the Board shall be at liberty at its sole discretion to
register any share in the joint names of any two or more persons or the survivor or survivors of
them.
84. 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. A transfer of shares does not pass the right to any
dividend declared thereon before the registration of the transfer.
85. No unclaimed dividend shall be forfeited before the claim becomes barred by law and no unpaid
dividend shall bear interest against the company.
Documents and service of Notices
Any document or notice to be served or given by the Company be signed by a Director or such person duly
authorized by the Board for such purpose and the signature may be written or printed or lithographed or
through electronic transmission.
Save as otherwise expressly provided in the Act, a document or proceeding requiring authentication by the
company may be signed by a Director, any Key Managerial Personnel or other Authorized Officer of the
Company (digitally or electronically) and need not be under the Common Seal of the Company and the
signature thereto may be written, facsimile, printed, lithographed, Photostat.
A document may be served on the Company or an officer thereof by sending it to the Company or officer
465at the registered office of the Company by Registered Post or by speed post or by courier service or by
leaving it at its registered office or by means of such electronic or other mode as may be prescribed:
Provided that where securities are held with a Depository, the records of the beneficial ownership may be
served by such Depository on the Company by means of electronic or other mode.
Accounts
86. (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 authorized by the Board or by the
company in general meeting.
Winding up
87. Subject to the provisions of Chapter XX 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 as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the contributories if he considers necessary, but so that no
member shall be compelled to accept any shares or other securities whereon there is any
liability.
Indemnity
88. Every officer of the company shall be indemnified out of the assets of 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.
Inspection and Extract of Documents
89. Subject to provisions of the Act and other applicable laws and of these Articles, the Company
may allow the inspection of documents, register and returns maintained under the Act to
members, creditors and such other persons as are permitted subject to such restrictions as the
Board may prescribe and also furnish extract of documents, registers and returns to such persons
as are permitted to obtain the same on payment of such fees as may be decided by Board which
shall, in no case, exceed the limits prescribed under the Act.
Shares at The Disposal of The Directors
90. (a) Subject to the provisions of Section 62 and other applicable provisions of the Act, and these
Articles, the shares in the Capital of the Company for the time being (including any shares
forming part of any increased Capital of the Company) shall be under the control of the Board
who may issue, allot or otherwise dispose of the same or any of them to Persons in such
proportion and on such terms and conditions and either at a premium or at par at such time as
they may, from time to time, think fit.
(b) Subject to applicable Law, the Directors are hereby authorized to issue Equity Shares or
Debentures (whether or not convertible into Equity Shares) for offer and allotment to such of
the officers, employees and workers of the Company as the Directors may decide or the trustees
of such trust as may be set up for the benefit of the officers, employees and workers in
accordance with the terms and conditions of such scheme, plan or proposal as the Directors may
formulate. Subject to the consent of the Stock Exchanges and SEBI under SEBI Listing
466Regulations or any other Law, if applicable to the Company, the Directors may impose the
condition that the shares in or debentures of the Company so allotted shall not be transferable
for a specified period.
(c) If, by the conditions of allotment of any share, the whole or part of the amount thereof shall be
payable by instalments, every such instalment shall, when due, be paid to the Company by the
person who, for the time being, shall be the registered holder of the shares or by his executor or
administrator.
(d) Every Shareholder, or his heirs, Executors, or Administrators shall pay to the Company, the
portion of the Capital represented by his share or shares which may for the time being remain
unpaid thereon in such amounts at such time or times and in such manner as the Board shall
from time to time in accordance with the Articles require or fix for the payment thereof.
(e) In accordance with Section 56 and other applicable provisions of the Act and the Rules:
Every Shareholder or allottee of shares shall be entitled without payment, to receive one or more
certificates specifying the name of the Person in whose favour it is issued, the shares to which
it relates and the amount paid up thereon. Such certificates shall be issued only in pursuance of
a resolution passed by the Board and on surrender to the Company of its letter of allotment or
its fractional coupon of requisite value, save in cases of issue of share certificates against letters
of acceptance or of renunciation, or in cases of issue of bonus shares. Such share certificates
shall also be issued in the event of consolidation or sub-division of shares of the Company.
Every such certificate shall be issued in the manner prescribed under section 46 of the Act and
the Rules framed thereunder. Particulars of every share certificate issued shall be entered in the
Register of Members against the name of the Person, to whom it has been issued, indicating the
date of issue. A certificate issued under the Seal of the Company, if any, or signed by two
Directors or by a Director and the Secretary, specifying the Shares held by any Person shall be
prima facie evidence of the title of the Person to such Shares. Where the Shares are held in
depository form, the record of Depository shall be the prima facie evidence of the interest of the
beneficial owner.
Every Shareholder 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 may from time to time determine) to several
certificates, each for one or more of such shares and the Company shall complete and have ready
for delivery such certificates within 2 (two) months from the date of allotment in case of Shares
and 6 (six) months from the date of allotment in case of Debentures, or within 1 (one) month of
the receipt of instrument of transfer, transmission, sub-division, consolidation or renewal of its
shares as the case may be. Every certificate of shares shall be in the form and manner as specified
in Article 17 above and 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 the first named joint holders shall be sufficient delivery to all such holders. For any
further certificate, the Board shall be entitled but shall not be bound, to prescribe a charge not
exceeding Rs. 20 (Rupees 20).
The Board may, at their absolute discretion, refuse any applications for the sub-division of share
certificates or Debenture certificates, into denominations less than marketable lots except where
sub-division is required to be made to comply with any statutory provision or an order of a
competent court of law or at a request from a Shareholder or to convert holding of odd lot into
transferable/marketable lot. Where share certificates are issued in either more or less than
marketable lots, sub-division or consolidation of share certificates into marketable lots shall be
done free of charge.
A Director may sign a share certificate by affixing his signature thereon by means of any
machine, equipment or other mechanical means, such as engraving in metal or lithography, but
not by means of a rubber stamp, provided that the Director shall be responsible for the safe
custody of such machine, equipment or other material used for the purpose.
Further issue of Shares
91. Where at any time the Board or the Company, as the case may be, proposes to increase the
467subscribed capital by the issue of further shares then such shares shall be offered, subject to the
provisions of section 62 of the Act, and the rules made thereunder:
(i) To the persons who at the date of the offer are holders of the Equity Shares, in proportion, as
nearly as circumstances admit, to the paid-up share capital on those shares at that date, by
sending a letter of offer subject to the conditions mentioned in (ii) to (iv) below;
(ii) The offer aforesaid shall be made by 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, shall
be deemed to have been declined.
Provided that the notice shall be dispatched through registered post or speed post or through
electronic mode or courier or any other mode having proof of delivery to all the existing
shareholders at least three days before the opening of the issue;
(iii) 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 (ii) shall contain a statement of this right;
(iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from
the person to whom such notice is given that the person declines to accept the shares offered,
the Board of Directors may dispose of them in such manner which is not disadvantageous to the
Members and the Company;
(v) to employees under any scheme of employees’ stock option subject to Special Resolution passed
by the shareholders of the Company and subject to the Rules and such other conditions, as may
be prescribed under applicable law; or
(vi) to any person(s), if it is authorized by a Special Resolution, whether or not those persons include
the persons referred to in clause (A) or clause (B) above either for cash or for a consideration
other than cash, if the price of such shares is determined by the valuation report of a registered
valuer subject to such conditions as may be prescribed under the Act and the rules made
thereunder;
(2) Nothing in sub-clause (iii) of Clause (1)(A) shall be deemed:
(i) To extend the time within which the offer should be accepted; or
(ii) To authorize any person to exercise the right of renunciation for a second time on the
ground that the person in whose favour the renunciation was first made has declined
to take the shares compromised in the renunciation.
(3) Nothing in this Article 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 loans raised
by the Company to convert such debentures or loans into shares in the Company or to subscribe
for shares of the Company:
Provided that the terms of issue of such debentures or loans containing such an option have been
approved before the issue of such debentures or the raising of such loans by a Special Resolution
passed by the shareholders in a General Meeting.
(4) Notwithstanding anything contained in Articles hereof, 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:
468Provided 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
National Company Law Tribunal which shall after hearing the Company and the government
pass such order as it deems fit.
The Board may issue and allot shares in the capital of the Company on payment or part payment
for any property or assets of any kind whatsoever sold or transferred, goods or machinery
supplied or for services rendered to the Company in the conduct of its business and any shares
which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than for
cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares, as the case
may be.
The Company may issue securities in any manner whatsoever as the Board may determine
including by way of a preferential offer or private placement, to any persons whether or not
those persons include the persons referred to in clause (a) or clause (b) of sub-section (1) of
section 62 subject to compliance with section 42 and / or 62 of the Act and rules framed
thereunder as amended from time to time.
No fee on transfer or transmission
92. 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.
Payment in anticipation of call may carry interest
93. The Directors may, if they think fit, subject to the provisions of Section 92 of the Act, agree to
and receive from any member willing to advance the same whole or any part of the moneys due
upon the shares held by him beyond the sums actually called for, and upon the amount so paid
or satisfied in advance, or so much thereof as from time to time exceeds the amount or the calls
then made upon the shares in respect of which such advance has been made, the company may
pay interest at such rate, as the member paying such sum in advance and the Directors agree
upon provided that money paid In advance of calls shall not confer a right to participate in
profits or dividend. The Directors may at any time repay the amount so advanced.
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.
The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the
company.
Nomination For Deposits
94. A security holder may, at any time, make a nomination and the provisions of Section 72 of the
Act shall, as far as may be, apply to the nominations made in relation to the deposits made
subject to the provisions of the Rules as may be prescribed in this regard.
Nomination in Certain Other Cases
95. Subject to the applicable provisions of the Act and these Articles, any person becoming entitled
to Securities in consequence of the death, lunacy, bankruptcy or insolvency of any holder of
Securities, or by any lawful means other than by a transfer in accordance with these Articles,
may, with the consent of the Board (which it shall not be under any obligation to give), upon
producing such evidence that he sustains the character in respect of which he proposes to act
under this Article or of such title as the Board thinks sufficient, either be registered himself as
the holder of the Securities or elect to have some Person nominated by him and approved by the
Board registered as such holder; provided nevertheless that, if such Person shall elect to have
his nominee registered, he shall testify the election by executing in favour of his nominee an
instrument of transfer in accordance with the provisions herein contained and until he does so,
he shall not be freed from any liability in respect of the Securities.
469Borrowing Powers
96. (a) Subject to the provisions of Sections 73, 179 and 180, and other applicable provisions of the
Act and these Articles, the Board may, from time to time, at its discretion by resolution passed
at the meeting of a Board:
(I) accept or renew deposits from Shareholders;
(II) borrow money by way of issuance of Debentures;
(III) borrow money otherwise than on Debentures;
(IV) accept deposits from Shareholders either in advance of calls or otherwise; and
(V) generally, raise or borrow or secure the payment of any sum or sums of money for the
purposes of the Company.
Provided, however, that where the money to be borrowed together with the money already
borrowed (apart from temporary loans obtained from the Company’s bankers in the ordinary
course of business) exceed the aggregate of the Paid-up capital of the Company and its free
reserves (not being reserves set apart for any specific purpose), the Board shall not borrow such
money without the consent of the Company by way of a Special Resolution in a General
Meeting.
(b) Subject to the provisions of these Articles, the payment or repayment of money borrowed as
aforesaid may be secured in such manner and upon such terms and conditions in all respects as
the resolution of the Board (not by circular resolution) shall prescribe including by the issue of
bonds, perpetual or redeemable Debentures or debenture–stock, or any mortgage, charge,
hypothecation, pledge, lien or other security on the undertaking of the whole or any part of the
property of the Company (including its uncalled Capital), both present and future and
Debentures and other Securities may be assignable free from any equities between the Company
and the Person to whom the same may be issued.
(c) Subject to the applicable provisions of the Act and these Articles, any bonds, Debentures,
debenture-stock or other Securities may if permissible in Law be issued at a discount, premium
or otherwise by the Company and shall with the consent of the Board be issued upon such terms
and conditions and in such manner and for such consideration as the Board shall consider to be
for the benefit of the Company, and on the condition that they or any part of them may be
convertible into Equity Shares of any denomination, and with any privileges and conditions as
to the redemption, surrender, allotment of shares, appointment of Directors or otherwise.
Provided that Debentures with rights to allotment of or conversion into Equity Shares shall not
be issued except with, the sanction of the Company in General Meeting accorded by a Special
Resolution.
(d) The Board shall cause a proper Register to be kept in accordance with the provisions of Section
85 of the Act of all mortgages and charges specifically affecting the property of the Company;
and shall cause the requirements of the relevant provisions of the Act in that behalf to be duly
complied with within the time prescribed under the Act or such extensions thereof as may be
permitted under the Act, as the case may be, so far as they are required to be complied with by
the Board. Company shall have the power to keep in any state or country outside India a branch
register of debenture holder’s resident in that state or country.
(e) Any capital required by the Company for its working capital and other capital funding
requirements may be obtained in such form as decided by the Board from time to time.
(f) The Company shall also comply with the provisions of the Companies (Registration of Charges)
Rules, 2014 in relation to the creation and registration of aforesaid charges by the Company.
Share Warrants
97.(a) Share warrants may be issued as per the provisions of applicable Law.
470(b) Power to issue share warrants
The Company may issue share warrants subject to, and in accordance with the provisions of the
Act, and accordingly the Board may in its discretion, with respect to any share which is fully
paid-up on application in writing signed by the persons registered as holder of the share, and
authenticated, by such evidence (if any) as the Board may, from time to time, require as to the
identity of the person signing the application, and on receiving the certificate (if any) of the
share, and the amount of the stamp duty on the warrant and such fee as the Board may from
time to time require, issue a share warrant.
(c) Deposit of share warrant
(I) The bearer of a share warrant may at any time deposit the warrant at the office of the
Company, and so long as the warrant remains so deposited, the depositor shall have the same
right of signing a requisition for calling a meeting of the Company, and of attending, and voting
and exercising the other privileges of a Member at any meeting held after the expiry of two clear
days from the time of deposit as if his name were inserted in the Register of Members as the
holder of the share included in the deposited warrant.
(II) Not more than one person shall be recognized as depositor of the share warrant.
(III) The Company shall, on two days’ written notice, return the deposited share warrant to the
depositor.
(d) Privileges and disabilities of the holders of share warrant
I. Subject as herein otherwise expressly provided, no person shall, as bearer of a share
warrant sign a requisition for calling a meeting of the Company, or attend or vote or
exercise any other privileges of a Member at a meeting of the Company, or be entitled to
receive any notices from the Company.
II. The bearer of a share warrant shall be entitled in all other respects to the same privileges
and advantages as if he was named in the Register of Members as the holder of the share
included in the warrant, and shall be a Member of the Company.
(e) Issue of new Share Warrant or Coupon
The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a
new share warrant or coupon may be issued by way of renewal in case of defacement, loss or
destruct.
Passing of Resolutions by Postal Ballot
98. (a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of
resolutions relating to such business as notified under the Companies (Management and
Administration) Rules, 2014, as amended, or other Law required to be passed by postal ballot,
shall get any resolution passed by means of a postal ballot, instead of transacting the business
in the General Meeting of the Company. Also, the Company may, in respect of any item of
business other than ordinary business and any business in respect of which Directors or Auditors
have a right to be heard at any meeting, transact the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow
the procedures as prescribed under Section 110 of the Act and the Companies (Management
and Administration) Rules, 2014, as amended from time.
Special Remuneration for Extra Services Rendered by A Director
99. If any Director be called upon to perform extra services or special exertions or efforts (which
expression shall include work done by a Director as a member of any Committee formed by the
Directors), the Board may arrange with such Director for such special remuneration for such
extra services or special exertions or efforts either by a fixed sum or otherwise as may be
determined by the Board. Such remuneration may either be in addition, to or in substitution for
his remuneration otherwise provided, subject to the applicable provisions of the Act.
471Disqualification And Vacation Of Office By A Director
100.(a) A person shall not be eligible for appointment as a Director of the Company if he incurs any of
the disqualifications as set out in section 164 and other relevant provisions of the Act. Further,
on and after being appointed as a Director, the office of a Director shall ipso facto be vacated
on the occurrence of any of the circumstances under section 167 and other relevant provisions
of the Act.
(b) Subject to the applicable provisions of the Act, the resignation of a director shall take effect
from the date on which the notice is received by the company or the date, if any, specified by
the director in the notice, whichever is later.
Committees And Delegation By The Board
101. (a) The Company shall constitute such Committees as may be required under the Act, applicable
provisions of Law and the SEBI Listing Regulations or any other Law, if applicable to the
Company. Without prejudice to the powers conferred by the other Articles and so as not to in
any way to limit or restrict those powers, the Board may, subject to the provisions of Section
179 of the Act, delegate any of its powers to the Managing Director(s), the executive director(s)
or manager or the chief executive officer of the Company. The Managing Director(s), the
executive director(s) or the manager or the chief executive officer(s) as aforesaid shall, in the
exercise of the powers so delegated, conform to any regulations that may from time to time be
imposed on them by the Board and all acts done by them in exercise of the powers so delegated
and in conformity with such regulations shall have the like force and effect as if done by the
Board.
(b) Subject to the applicable provisions of the Act, the requirements of Law and these Articles, the
Board may delegate any of its powers to Committees of the Board consisting of such member
or members of the Board as it thinks fit, and it may from time to time revoke and discharge any
such committee of the Board either wholly or in part and either as to persons or purposes. Every
Committee of the Board so formed shall, in the exercise of the powers so delegated, conform to
any regulations that may from time to time be imposed on it by the Board. All acts done by any
such Committee of the Board in conformity with such regulations and in fulfilment of the
purposes of their appointment but not otherwise, shall have the like force and effect as if done
by the Board.
(c) The meetings and proceedings of any such Committee of the Board consisting of more members
shall be governed by the provisions herein contained for regulating the meetings and
proceedings of the Directors, so far as the same are applicable thereto and are not superseded
by any regulation made by the Directors under the last preceding Article.
Acts of Board or Committee Valid Notwithstanding Informal Appointment
102.(a)All acts undertaken at any meeting of the Board or of a Committee of the Board, or by any person
acting as a Director shall, notwithstanding that it may afterwards be discovered that there was
some defect in the appointment of such Director or persons acting as aforesaid, or that they or
any of them were disqualified or had vacated office or that the appointment of any of them had
been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid
as if every such person had been duly appointed, and was qualified to be a Director. Provided
that nothing in this Article shall be deemed to give validity to the acts undertaken by a Director
after his appointment has been shown to the Company to be invalid or to have been terminated.
(b)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.
472Notice by Advertisement
103. Subject to the applicable provisions of the Act, any document required to be served or sent by
the Company on or to the Shareholders, or any of them and not expressly provided for by these
Articles, shall be deemed to be duly served or sent if advertised in a newspaper circulating in
the District in which the Office is situated.
Director’s etc. Not liable for certain acts
104. Subject to the provision of the Act, no Director, Manager or Officer of the Company shall be
liable for the acts, defaults, receipts and neglects of any other Director, Manager or Officer or
for joining in any receipts or other acts for the sake of conformity or for any loss or expenses
happening to the company through the insufficiency or deficiency of title to any property
acquired by order of the directors or for any loss or expenses happening to the Company through
the insufficiency or deficiency of any security in or upon which any of the monies of the
Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency
or tortuous act of any person with whom any monies, securities or effects shall be deposited or
for any loss occasioned by an error of judgement or oversight on his part, or for any other loss,
damage or misfortune whatsoever which shall happen in the execution thereof, unless the same
shall happen through the negligence, default, misfeasance, breach of duty or breach of trust of
the relevant Director, Manager or Officer.
General Powers
105. 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 so
authorized by its Articles, then and in that case this Article authorizes and empowers the
Company to have such rights, privileges or authorities and to carry out such transactions as have
been permitted by the Act, without there being any specific Article in that behalf herein
provided.
Copies of Memorandum and Articles to be sent to Members
106. A copy of the Memorandum and Articles of Association of the Company and of any other
document referred to in Section 17 of the Act shall be sent by the Company to a Member at his
request on payment of Rs. 100 or such reasonable sum for each copy as the Directors may, from
time to time, decide. The fees can be waived off by the Company.
Notes:-
a. Name of the Company has been changed from Advance Micro Fertilizers Private Limited to Advance Agrolife Private Limited as per
new certificate of incorporation issued by ROC dated 03rd February, 2021.
b. Articles of Association have been altered with new clauses as per Table F of Schedule I of Companies Act, 2013 vide special resolution
passed at EGM held on Saturday, 20th July, 2024.
c. Adoption of revised Articles of Association of the Company vide special resolution passed at EGM held on Wednesday, 13th November,
2024 for converting the status of the Company from "Private Limited" into "Public Limited".
The Company had adopted the revised Articles of Association pursuant to the extra-ordinary general meeting of the members held on
Thursday, 13th February, 2025.
473SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following 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 or contracts entered
into more than two years before the date of this Prospectus) which are or may be deemed material will be attached
to the copy of the Prospectus which will be delivered to RoC for registration. Copies of these contracts and also
the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10.00 a.m.
and 5.00 p.m. on all Working Days from the date of the Prospectus until the Issue Closing Date. Copies of the
documents for inspection referred to hereunder, will also be available on the website of our Company at
www.advanceagrolife.com/web/material_contracts from the date of the Prospectus until the Issue Closing Date
(except for such agreements executed after the Issue Closing Date). Any of the contracts or documents mentioned
in this 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 of
the Companies Act and other applicable laws.
A. Material Contracts
1. Issue Agreement dated March 31, 2025 entered into between our Company and the Book Running Lead
Manager.
2. Registrar Agreement dated March 21, 2025 entered into between our Company, and the Registrar to the
Issue.
3. Tripartite Agreement dated March 24, 2025 between CDSL, our Company and the Registrar to the Issue.
4. Tripartite Agreement dated March 24, 2025 between NSDL, our Company and the Registrar to the Issue.
5. Cash Escrow and Sponsor Bank Agreement dated September 12, 2025 between our Company, the Book
Running Lead Manager, the Syndicate Members, Escrow Collection Bank, Refund Bank, Public Issue
Account Bank, Sponsor Bank and the Registrar to the Issue.
6. Syndicate Agreement dated September 12, 2025 between our Company, the Book Running Lead
Manager, the Syndicate Members and Registrar to the Issue.
7. Monitoring Agency Agreement dated September 1, 2025 entered into between the Company and the
Monitoring Agency.
8. Underwriting Agreement dated October 3, 2025 between our Company, the Registrar to the Issue and
the Underwriters.
B. Material Documents
1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from
time to time.
2. Certificate of incorporation dated February 27, 2002
3. Fresh certificate of incorporation dated February 03, 2021, issued subsequent to the change in name of
our Company from “Advance Micro Fertilizers Private Limited” to “Advance Agrolife Private Limited”
4. Fresh certificate of incorporation dated December 04, 2024, issued by Registrar of Companies Jaipur,
pursuant to conversion from private limited Company into public limited Company.
5. Resolution of the Board of Directors dated March 21, 2025 authorising the Issue and other related
matters.
4746. Shareholders’ Resolution passed at the Extra-Ordinary General Meeting of the Company held on March
22, 2025 authorising the Issue and other related matters.
7. Resolution of the Audit Committee dated September 18, 2025 approving the key financial and
operational metrics disclosed in this Prospectus.
8. Resolution of the Board dated March 31, 2025 approving the Draft Red Herring Prospectus for filing
with SEBI and the Stock Exchanges.
9. Resolution of the Board dated September 18, 2025 approving the Red Herring Prospectus for filing with
SEBI and the Stock Exchanges.
10. Resolution of the Board of Directors of the Company dated October 4, 2025 approving the Prospectus
for filing with the RoC, SEBI and the Stock Exchanges.
11. Non-Compete agreement dated March 26, 2025 entered between HOK Agrichem Private Limited and
our Company.
12. Copies of annual reports of our Company for the last three Fiscals, i.e., 2025, 2024 and 2023.
13. The examination report dated August 28, 2025 of our statutory auditor on the Restated Financial
Information included in this Prospectus.
14. Industry report titled “Industry Report on Agrochemical Sector” dated March 24, 2025 and updated in
August 2025 included in the relevant sections of this Prospectus and also available on the website of our
Company at www.advanceagrolife.com.
15. Consent dated March 24, 2025 issued by CareEdge Research for inclusion of their name and to reproduce
the industry report titled “Industry report on Agrochemical Sector” in this Prospectus.
16. Statement of Tax Benefits dated September 18, 2025 issued by our Statutory Auditors included in this
Prospectus.
17. Certificate dated September 18, 2025, from Statutory Auditors verifying the Key Performance Indicators
(KPIs).
18. Certificate on Weighted Average Price and Cost of Acquisition of Equity Shares by our Promoters dated
October 3, 2025, from the Statutory Auditors.
19. Certificate confirming holding a valid peer review certificate dated September 18, 2025, from Statutory
Auditors.
20. Certificate on eligibility for the Issue dated September 18, 2025, from Statutory Auditors.
21. Certificate on capitalization statement dated October 3, 2025, from Statutory Auditors.
22. Certificate on reservation, qualifications, matters of emphasis and adverse remarks dated September 18,
2025, from Statutory Auditors.
23. Certificate on related party transactions dated September 18, 2025, from Statutory Auditors.
24. Certificate on rejection criteria under the SEBI General Order, 2012 dated September 18, 2025, from
Statutory Auditors.
25. Certificate on material developments dated September 18, 2025, from Statutory Auditors.
26. Certificate on outstanding dues to creditors dated September 18, 2025, from Statutory Auditors.
47527. Certificate on financial indebtedness dated September 18, 2025, from Statutory Auditors.
28. Certificate on dividend dated September 18, 2025, from Statutory Auditors.
29. Certificate on defaults, delays in filing, non-payment of statutory dues, and tax litigation dated September
18, 2025, from Statutory Auditors.
30. Certificate on change in accounting policies dated September 18, 2025, from Statutory Auditors.
31. Certificate on basis of issue price dated October 3, 2025, from Statutory Auditors.
32. Certificate on suppliers dated September 18, 2025, from Statutory Auditors.
33. Certificate on revenue from operations/customers dated September 18, 2025, from Statutory Auditors.
34. Certificate on remuneration of Directors, KMPs and SMPs dated September 18, 2025, from Statutory
Auditors.
35. Certificate on wilful defaulter or fraudulent borrowers dated September 18, 2025, from Statutory
Auditors.
36. Certificate on insurance coverage dated September 18, 2025, from Statutory Auditors.
37. Certificate on material frauds dated September 18, 2025, from Statutory Auditors.
38. Certificate on objects: working capital requirements dated September 18, 2025, from Statutory Auditors.
39. Confirmation Letter from the Practicing Company Secretary dated March 31, 2025.
40. Consents of our Promoters, Directors, Chief Financial Officer, Company Secretary and Compliance
Officer, BRLM, Legal Counsel to the Issue, Registrar to the Issue, Bankers to our Company, Bankers to
the Issue, Monitoring Agency and Syndicate Member, as referred to in their specific capacities.
41. Consent of the Statutory Auditors dated September 18, 2025 to include their name as required under
Section 26(5) of the Companies Act read with SEBI ICDR Regulations and referred to as an “expert” as
defined under Section 2(38) of the Companies Act to the extent and in their capacity as the Statutory
Auditor, and for inclusion of their examination report dated August 28, 2025 on examination of our
Restated Financial Statements and the statement of possible special tax benefits dated September 18,
2025 in the form and context in which it appears in this Prospectus.
42. Consent dated March 22, 2025 from Hari Dutt Purohit, Independent Chartered Engineer, to include his
name as required under section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, in
this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the
extent in his capacity as the chartered engineer; and such consent has not been withdrawn as on the date
of this Prospectus.
43. Due diligence Certificate dated March 31, 2025 addressed to SEBI issued by the BRLM.
44. In-principle listing approvals each dated June 19, 2025 from BSE and NSE.
45. SEBI observation letter no. SEBI/HO/CFD/RAC-DIL3/OW/2025/21527/1 dated August 11, 2025.
476DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this
Prospectus are true and correct.
____________________________
Om Prakash Choudhary
Chairman and Managing Director
DIN: 01004122
Date: October 4, 2025
Place: Jaipur, Rajasthan, India
477DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this
Prospectus are true and correct.
____________________________
Kedar Choudhary
Whole-time Director
DIN: 06905752
Date: October 4, 2025
Place: Jaipur, Rajasthan, India
478DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this
Prospectus are true and correct.
____________________________
Narendra Choudhary
Executive Director
DIN: 10410584
Date: October 4, 2025
Place: Jaipur, Rajasthan, India
479DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this
Prospectus are true and correct.
____________________________
Seema Singh
Non-Executive Independent Director
DIN: 10042852
Date: October 4, 2025
Place: Jaipur, Rajasthan, India
480DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this
Prospectus are true and correct.
____________________________
Manjit Singh Kochar
Non-Executive Independent Director
DIN: 08298764
Date: October 4, 2025
Place: Jaipur, Rajasthan, India
481DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the
guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this
Prospectus are true and correct.
____________________________
Rakesh Verma
Non Executive- Independent Director
DIN: 02242428
Date: October 4, 2025
Place: Jaipur, Rajasthan, India
482DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or
regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities
and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act,
1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts
(Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the statements in this Prospectus are
true and correct.
____________________________
Mewa Ram Mehta
Chief Financial Officer
Date: October 4, 2025
Place: Jaipur, Rajasthan, India
483